10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

000-50718

CERES TACTICAL SYSTEMATIC L.P.

(Exact name of registrant as specified in its charter)


New York		13-4224248
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(855) 672-4468

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.


Title of each class	Trading symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large accelerated filer	Accelerated filer	Non-accelerated filer X
Smaller reporting company	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

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

Yes

As of October 31, 2023,

62,261.0798

Limited Partnership Class A Redeemable Units were outstanding, 3,190.2310 Limited Partnership Class D Redeemable Units were outstanding, and 95.3870 Limited Partnership Class Z Redeemable Units were outstanding.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Ceres Tactical Systematic L.P.

Statements of Financial Condition


	September 30,		December 31,
	2023		2022
	(Unaudited)
Assets:
Equity in trading account:
Unrestricted cash	$	46,903,467	$	50,058,379
Restricted cash		13,191,596		12,210,997
Foreign cash (cost $0 and $1,917,654 at September 30, 2023 and December 31, 2022, respectively)		-		1,924,402
Net unrealized appreciation on open futures contracts		1,910,721		2,445,391
Net unrealized appreciation on open forward contracts		356,529		-

Total equity in trading account		62,362,313		66,639,169

Interest receivable		208,215		174,983

Total assets	$	62,570,528	$	66,814,152

Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open forward contracts	$	-	$	39,323
Foreign cash overdraft (proceeds $395,154 and $0 at September 30, 2023 and December 31, 2022, respectively)		392,667		-
Accrued expenses:
Ongoing selling agent fees		38,339		41,122
Management fees		32,867		43,440
Incentive fees		323,351		714,301
General Partner fees		45,185		48,582
Professional fees		171,157		107,005
Redemptions payable to General Partner		-		125,000
Redemptions payable to Limited Partners		389,960		307,681

Total liabilities		1,393,526		1,426,454

Partners’ Capital:
General Partner, Class Z, 597.9290 Redeemable Units outstanding at September 30, 2023 and December 31, 2022		706,039		700,959
Limited Partners, Class A, 62,822.1758 and 67,227.6148 Redeemable Units outstanding at September 30, 2023 and December 31, 2022, respectively		56,751,564		60,636,182
Limited Partners, Class D, 3,190.2310 and 3,489.3280 Redeemable Units outstanding at September 30, 2023 and December 31, 2022, respectively		3,606,765		3,938,734
Limited Partners, Class Z, 95.3870 Redeemable Units outstanding at September 30, 2023 and December 31, 2022		112,634		111,823

Total partners’ capital (net asset value)		61,177,002		65,387,698

Total liabilities and partners’ capital	$	62,570,528	$	66,814,152

Net asset value per Redeemable Unit:
Class A	$	903.37	$	901.95

Class D	$	1,130.57	$	1,128.79

Class Z	$	1,180.81	$	1,172.31

See accompanying notes to financial statements.

Table of Contents

Ceres Tactical Systematic L.P.

Statements of Changes in Partners’ Capital

For the Three and Nine Months Ended September 30, 2023 and 2022

(Unaudited)


	Class A						Class D						Class Z						Total
				Redeemable						Redeemable						Redeemable						Redeemable
	Amount			Units			Amount			Units			Amount			Units			Amount			Units
Partners’ Capital, December 31, 2021	$	59,765,213			75,391.9488		$	3,616,215			3,645.0220		$	862,193			843.1920		$	64,243,621			79,880.1628
Redemptions - Limited Partners		(6,129,171	)		(6,928.6030	)		(156,748	)		(155.6940	)		(22,642	)		(18.7960	)		(6,308,561	)		(7,103.0930	)
Net income (loss)		9,936,376			-			595,461			-			153,517			-			10,685,354			-

Partners’ Capital, September 30, 2022	$	63,572,418			68,463.3458		$	4,054,928			3,489.3280		$	993,068			824.3960		$	68,620,414			72,777.0698


Partners’ Capital, June 30, 2022	$	65,645,271			71,147.8068		$	4,029,159			3,489.3280		$	1,007,343			843.1920		$	70,681,773			75,480.3268
Redemptions - Limited Partners		(2,435,389	)		(2,684.4610	)		-			-			(22,642	)		(18.7960	)		(2,458,031	)		(2,703.2570	)
Net income (loss)		362,536			-			25,769			-			8,367			-			396,672			-

Partners’ Capital, September 30, 2022	$	63,572,418			68,463.3458		$	4,054,928			3,489.3280		$	993,068			824.3960		$	68,620,414			72,777.0698


	Class A						Class D						Class Z				Total
				Redeemable						Redeemable					Redeemable					Redeemable
	Amount			Units			Amount			Units			Amount		Units		Amount			Units
Partners’ Capital, December 31, 2022	$	60,636,182			67,227.6148		$	3,938,734			3,489.3280		$	812,782		693.3160	$	65,387,698			71,410.2588
Redemptions - Limited Partners		(3,829,850	)		(4,405.4390	)		(325,433	)		(299.0970	)		-		-		(4,155,283	)		(4,704.5360	)
Net income (loss)		(54,768	)		-			(6,536	)		-			5,891		-		(55,413	)		-

Partners’ Capital, September 30, 2023	$	56,751,564			62,822.1758		$	3,606,765			3,190.2310		$	818,673		693.3160	$	61,177,002			66,705.7228


Partners’ Capital, June 30, 2023	$	55,746,303			64,120.4118		$	3,471,145			3,190.2310		$	786,403		693.3160	$	60,003,851			68,003.9588
Redemptions - Limited Partners		(1,134,051	)		(1,298.2360	)		-			-			-		-		(1,134,051	)		(1,298.2360	)
Net income (loss)		2,139,312			-			135,620			-			32,270		-		2,307,202			-

Partners’ Capital, September 30, 2023	$	56,751,564			62,822.1758		$	3,606,765			3,190.2310		$	818,673		693.3160	$	61,177,002			66,705.7228

See accompanying notes to financial statements.

Table of Contents

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

1.	Organization:

Ceres Tactical Systematic L.P. (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on December 3, 2002 to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures, option, swap and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and

non-U.S.

interest rates, livestock, metals and softs. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

Between March 27, 2003 (commencement of the public offering period) and April 30, 2003, 36,616 redeemable units of limited partnership interest in the Partnership (“Redeemable Units”) were sold at $1,000 per Redeemable Unit. The proceeds of the initial public offering were held in an escrow account until April 30, 2003, at which time they were turned over to the Partnership for trading. The Partnership was authorized to publicly offer 300,000 Redeemable Units during the initial public offering period. As of December 4, 2003, the Partnership was authorized to publicly offer an additional 700,000 Redeemable Units. As of October 7, 2004, the Partnership was authorized to publicly offer an additional 1,000,000 Redeemable Units. As of June 30, 2005, the Partnership was authorized to publicly offer Redeemable Units previously registered. The public offering of Redeemable Units terminated on November 30, 2008. The Partnership currently privately and continuously offers Redeemable Units to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is a wholly-owned subsidiary of Morgan Stanley Capital Management LLC (“MSCM”). MSCM Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

During the reporting periods ended September 30, 2023 and 2022, the Partnership’s commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant.

As of January 1, 2018, the Partnership began offering three classes of limited partnership interests, Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units. All Redeemable Units issued prior to January 1, 2018 were deemed Class A Redeemable Units. The rights, liabilities, risks, and fees associated with investment in Class A Redeemable Units were not changed. Class A Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions, and

non-U.S.

investors. Class D Redeemable Units and Class Z Redeemable Units were first issued on January 1, 2018. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” The Class of Redeemable Units that a limited partner receives upon a subscription will generally depend upon the amount invested in the Partnership or the status of the limited partner, although the General Partner may determine to offer any Class of Redeemable Units to investors at its discretion. Class D Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions, and

non-U.S.

investors. Class Z Redeemable Units are offered to certain employees of Morgan Stanley and its subsidiaries (and their family members). In the future, Class Z Redeemable Units may also be offered to certain limited partners who receive advisory services from Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that they are subject to different monthly ongoing selling agent fees. Class A Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the net assets of Class A Redeemable Units as of the end of each month. Class D Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the net assets of Class D Redeemable Units as of the end of each month. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.

Table of Contents

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

As of September 30, 2023, all trading decisions were made for the Partnership by DCM Systematic Advisors SA (“DCM”), Drury Capital, Inc. (“Drury”), Episteme Capital Partners (UK) LLP, Episteme Capital Partners (US) LLC and Episteme Capital Partners (Cayman) LTD (collectively, “Episteme”), and Millburn Ridgefield Corporation (“Millburn”) (each an “Advisor” and, collectively, the “Advisors”), each of which is a registered commodity trading advisor. Effective December 31, 2022, the General Partner terminated ISAM Systematic Management (“ISAM SM”) as an Advisor to the Partnership. Reference herein to “Advisors” may include, as relevant, ISAM SM. The Advisors are not affiliated with one another, are not affiliated with the General Partner or MS&Co., and are not responsible for the operation of the Partnership.

Effective January 1, 2020, Millburn trades the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to Millburn’s Multi-Markets Program. The General Partner and Millburn have agreed that Millburn will trade the Partnership’s assets allocated to Millburn at a level that is up to 1.5 times the amount of assets allocated. The amount of leverage may be increased or decreased in the future, but it may not exceed 2 times the amount of assets allocated. Effective November 1, 2020, Episteme trades the Partnership’s assets allocated to them through a managed account in the name of the Partnership pursuant to Episteme’s Systematic Quest Program. The General Partner and Episteme have agreed that Episteme will trade the Partnership’s assets allocated to Episteme at a level that is up to 2 times the amount of assets allocated. The amount of leverage may be increased or decreased in the future, but it may not exceed 2 times the amount of assets allocated. Effective January 1, 2021, DCM trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to DCM’s Diversified Alpha Program. The General Partner and DCM have agreed that DCM will trade the Partnership’s assets allocated to DCM at a level that is 1.75 times the amount of assets allocated. The amount of leverage may be increased or decreased in the future but may not exceed 2 times the amount of assets allocated. Effective February 1, 2023, Drury trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to Drury Diversified Trend-Following Program.

Prior to its termination effective December 31, 2022, ISAM SM directly traded the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to ISAM SM’s Systematic Trend Programme.

The Partnership entered into futures brokerage account agreements and foreign exchange prime brokerage account agreements with MS&Co. The Partnership pays MS&Co. (or will reimburse MS&Co. if previously paid) its allocable share of all trading fees for the clearing and, where applicable, execution of transactions, as well as exchange, user,

give-up,

floor brokerage and National Futures Association (“NFA”) fees (collectively, the “clearing fees”).

The Partnership has entered into a selling agreement with Morgan Stanley Wealth Management (the “Selling Agreement”). Under the Selling Agreement the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of adjusted

month-end

net assets for Class A and Class D Redeemable Units. Morgan Stanley Wealth Management pays a portion of its ongoing selling agent fees to properly registered or exempted financial advisors who have sold Class A and Class D Redeemable Units. Class Z Redeemable Units are not subject to an ongoing selling agent fee.

The Partnership has entered into an alternative investment placement agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. (“MSDI”) and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a

non-exclusive

selling agent and

sub-selling

agent, respectively, of the Partnership for the purpose of finding eligible investors for Redeemable 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 Redeemable Units of the Partnership who had acquired such Redeemable Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2024 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 pays Harbor an ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the adjusted month-end net asset value per Redeemable Unit for certain holders of Class A and Class D Redeemable Units in the Partnership.

The General Partner fees, management fees, incentive fees and professional fees of the Partnership are allocated proportionally to each Class based on the net asset value of the Class.

Table of Contents

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

The General Partner has delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.

2.	Basis of Presentation and Summary of Significant Accounting Policies:

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at September 30, 2023 and the results of its operations and changes in partners’ capital for the three and nine months ended September 30, 2023 and 2022. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form

10-K

(the “Form

10-K”)

filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2022. The December 31, 2022 information has been derived from the audited financial statements as of and for the year ended December 31, 2022.

Due to the nature of commodity trading, the

results

of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

Use of Estimates

. The preparation of financial statements and

accompanying

notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates, and those differences could be material.

Profit Allocation.

The General Partner and each limited partner of the Partnership share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each, except that no limited partner is liable for obligations of the Partnership in excess of its capital contribution and profits, if any, net of distributions, redemptions and losses, if any.

Statement of Cash Flows.

The Partnership has not provided a Statement of Cash Flows, as permitted by Accounting Standards Codification (“ASC”) 230,

“Statement of Cash Flows.”

The Statements of Changes in Partners’ Capital is included herein, and as of and for the periods ended September 30, 2023 and 2022, the Partnership carried no debt, and all of the Partnership’s investments were carried at fair value and classified as Level 1 and Level 2 measurements.

Partnership’s Derivative Investments.

All commodity interests held by the Partnership, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on the trade date, and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the first-in, first-out method. Unrealized gains or losses on open contracts are included as a component of equity in trading account in the Partnership’s Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Partnership’s Statements of Income and Expenses.

The Partnership does not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in total trading results in the Partnership’s Statements of Income and Expenses.

Partnership’s Cash.

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 September 30, 2023 and December 31, 2022, the amount of cash held for margin requirements was $13,191,596 and $12,210,997, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. The Partnership’s restricted and unrestricted cash includes cash denominated in foreign currencies of $(392,667) (proceeds of $395,154) and $1,924,402 (cost of $1,917,654) as of September 30, 2023 and December 31, 2022, respectively.

Table of Contents

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

Income Taxes.

Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740,

“Income Taxes,”

which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are

“more-likely-than-not”

of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the

more-likely-than-not

threshold would be recorded as a tax benefit or liability in the Partnership’s Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Partnership’s Statements of Income and Expenses in the years in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2019 through 2022 tax years remain subject to examination by U.S. federal and most state tax authorities.

Investment Company Status.

The Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Accounting Standards Update 2013-08

“Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements”

and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.

Net Income (Loss) per Redeemable Unit.

Net income (loss) per Redeemable Unit is calculated in accordance with ASC 946, “

Financial Services-Investment Companies

.” See Note 3, “Financial Highlights.”

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022.

Table of Contents

Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

3.	Financial Highlights:

Financial highlights for the limited partner Classes as a whole for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended									Three Months Ended									Nine Months Ended								Nine Months Ended
	September 30, 2023									September 30, 2022									September 30, 2023								September 30, 2022
	Class A			Class D			Class Z			Class A			Class D			Class Z			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)	$	35.60		$	44.60		$	46.57		$	13.90		$	17.55		$	18.24		$	2.44		$	3.00		$	3.52	$	186.03		$	232.37		$	240.06
Net investment loss		(1.63	)		(2.08	)		(0.02	)		(8.00	)		(10.17	)		(8.32	)		(1.02	)		(1.22	)		4.98		(50.20	)		(62.38	)		(58.00	)

Increase (decrease) for the period		33.97			42.52			46.55			5.90			7.38			9.92			1.42			1.78			8.50		135.83			169.99			182.06
Net asset value per Redeemable Unit, beginning of period		869.40			1,088.05			1,134.26			922.66			1,154.71			1,194.68			901.95			1,128.79			1,172.31		792.73			992.10			1,022.54

Net asset value per Redeemable Unit, end of period	$	903.37		$	1,130.57		$	1,180.81		$	928.56		$	1,162.09		$	1,204.60		$	903.37		$	1,130.57		$	1,180.81	$	928.56		$	1,162.09		$	1,204.60


	Three Months Ended									Three Months Ended									Nine Months Ended									Nine Months Ended
	September 30, 2023									September 30, 2022									September 30, 2023									September 30, 2022
	Class A			Class D			Class Z			Class A			Class D			Class Z			Class A			Class D			Class Z			Class A			Class D			Class Z
Ratios to Average
Limited Partners’ Capital:**
Net investment income (loss)***		0.5	%		0.5	%		1.3	%		(1.9)	%		(1.8)	%		(1.1)	%		0.0	%****		0.0	%****		0.8	%		(6.3)	%		(6.3)	%		(5.6)	%

Operating expenses		3.2	%		3.2	%		2.4	%		3.1	%		3.0	%		2.4	%		3.2	%		3.3	%		2.5	%		3.2	%		3.2	%		2.5	%
Incentive fees		0.4	%		0.4	%		0.4	%		0.6	%		0.6	%		0.6	%		0.5	%		0.5	%		0.5	%		3.9	%		3.9	%		3.9	%

Total expenses		3.6	%		3.6	%		2.8	%		3.7	%		3.6	%		3.0	%		3.7	%		3.8	%		3.0	%		7.1	%		7.1	%		6.4	%


Total return:
Total return before incentive fees		4.3	%		4.3	%		4.5	%		1.2	%		1.2	%		1.4	%		0.7	%		0.7	%		1.3	%		21.5	%		21.5	%		22.1	%
Incentive fees		(0.4)	%		(0.4)	%		(0.4)	%		(0.6)	%		(0.6)	%		(0.6)	%		(0.5)	%		(0.5)	%		(0.6)	%		(4.4)	%		(4.4)	%		(4.3)	%

Total return after incentive fees		3.9	%		3.9	%		4.1	%		0.6	%		0.6	%		0.8	%		0.2	%		0.2	%		0.7	%		17.1	%		17.1	%		17.8	%

Net investment loss per Redeemable Unit is calculated by dividing the interest income less total expenses by the average number of Redeemable Units outstanding during the period. The net realized and unrealized gains (losses) per Redeemable Unit is a balancing amount necessary to reconcile the change in net asset value per Redeemable Unit with the other per unit information.

**	Annualized (except for incentive fees).

***	Interest income less total expenses.

****	Due to rounding.

The above ratios and total return may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner class using the limited partners’ share of income, expenses and average partners’ capital of the Partnership.

4.	Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses.

The Partnership’s customer agreement with MS&Co. and foreign exchange brokerage account agreements give the Partnership the legal right to net unrealized gains and losses on open futures contracts and open forward contracts in the Statements of Financial Condition. The Partnership nets, for financial reporting purposes, the unrealized gains and losses on open futures contracts and open forward contracts in the Statements of Financial Condition as the criteria under ASC

210-20,

“

Balance Sheet

,” have been met.

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The Partnership’s trading of futures, forward and option contracts, as applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. The Partnership engages in such trading through commodity brokerage accounts maintained with MS&Co.

All of the commodity interests owned by the Partnership are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended September 30, 2023 and 2022 were 4,437 and 3,206, respectively. The monthly average number of futures contracts traded directly by the Partnership during the nine months ended September 30, 2023 and 2022 were 4,084 and 3,731, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended September 30, 2023 and 2022 were 233 and 131, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the nine months ended September 30, 2023 and 2022 were 173 and 145, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the three months ended September 30, 2023 and 2022 were $125,318,328 and $227,636,781, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the nine months ended September 30, 2023 and 2022 were $126,840,913 and $236,622,003, respectively.

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting arrangements or similar agreements as of September 30, 2023 and December 31, 2022, respectively.


				Gross Amounts			Net Amounts		Gross Amounts Not Offset in the
				Offset in the			Presented in the		Statements of Financial Condition
	Gross			Statements of			Statements of				Cash Collateral
	Amounts			Financial			Financial		Financial		Received/		Net
September 30, 2023	Recognized			Condition			Condition		Instruments		Pledged*		Amount
Assets
Futures	$	4,779,070		$	(2,868,349	)	$	1,910,721	$	-	$	-	$	1,910,721
Forwards		1,457,407			(1,100,878	)		356,529		-		-		356,529

Total assets	$	6,236,477		$	(3,969,227	)	$	2,267,250	$	-	$	-	$	2,267,250

Liabilities
Futures	$	(2,868,349	)	$	2,868,349		$	-	$	-	$	-	$	-
Forwards		(1,100,878	)		1,100,878			-		-		-		-

Total liabilities	$	(3,969,227	)	$	3,969,227		$	-	$	-	$	-	$	-

Net fair value													$	2,267,250	*


				Gross Amounts			Net Amounts			Gross Amounts Not Offset in the
				Offset in the			Presented in the			Statements of Financial Condition
	Gross			Statements of			Statements of					Cash Collateral
	Amounts			Financial			Financial			Financial		Received/		Net
December 31, 2022	Recognized			Condition			Condition			Instruments		Pledged*		Amount
Assets
Futures	$	4,783,634		$	(2,338,243	)	$	2,445,391		$	-	$	-	$	2,445,391
Forwards		767,869			(767,869	)		-			-		-		-

Total assets	$	5,551,503		$	(3,106,112	)	$	2,445,391		$	-	$	-	$	2,445,391

Liabilities
Futures	$	(2,338,243	)	$	2,338,243		$	-		$	-	$	-	$	-
Forwards		(807,192	)		767,869			(39,323	)		-		39,323		-

Total liabilities	$	(3,145,435	)	$	3,106,112		$	(39,323	)	$	-	$	39,323	$	-

Net fair value														$	2,445,391	*

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.

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Notes to Financial Statements

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The following tables indicate the gross fair values of derivative instruments of futures and forward contracts held by the Partnership as separate assets and liabilities as of September 30, 2023 and December 31, 2022, respectively.


	September 30,
	2023
Assets
Futures Contracts
Currencies	$	550,693
Energy		1,044,414
Grains		334,674
Indices		866,005
Interest Rates U.S.		336,526
Interest Rates Non-U.S.		1,059,149
Metals		294,711
Softs		292,898

Total unrealized appreciation on open futures contracts		4,779,070


Liabilities
Futures Contracts
Currencies		(170,385)
Energy		(570,827)
Grains		(223,880)
Indices		(749,325)
Interest Rates U.S.		(15,492)
Interest Rates Non-U.S.		(594,823)
Livestock		(2,710)
Metals		(444,858)
Softs		(96,049)

Total unrealized depreciation on open futures contracts		(2,868,349)

Net unrealized appreciation on open futures contracts	$	1,910,721	*


Assets
Forward Contracts
Currencies	$	1,124,689
Metals		332,718

Total unrealized appreciation on open forward contracts		1,457,407


Liabilities
Forward Contracts
Currencies		(644,068)
Metals		(456,810)

Total unrealized depreciation on open forward contracts		(1,100,878)

Net unrealized appreciation on open forward contracts	$	356,529	**

*	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.

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	December 31,
	2022
Assets
Futures Contracts
Currencies	$	335,390
Energy		1,086,847
Grains		454,808
Indices		347,516
Interest Rates U.S.		98,297
Interest Rates Non-U.S.		2,262,386
Livestock		310
Metals		131,732
Softs		66,348

Total unrealized appreciation on open futures contracts		4,783,634


Liabilities
Futures Contracts
Currencies		(128,154)
Energy		(801,290)
Grains		(169,873)
Indices		(514,146)
Interest Rates U.S.		(151,219)
Interest Rates Non-U.S.		(411,124)
Livestock		(1,200)
Metals		(112,209)
Softs		(49,028)

Total unrealized depreciation on open futures contracts		(2,338,243)

Net unrealized appreciation on open futures contracts	$	2,445,391	*


Assets
Forward Contracts
Currencies	$	713,033
Metals		54,836

Total unrealized appreciation on open forward contracts		767,869


Liabilities
Forward Contracts
Currencies		(729,014)
Metals		(78,178)

Total unrealized depreciation on open forward contracts		(807,192)

Net unrealized depreciation on open forward contracts	$	(39,323)	**

*	This amount is in “Net unrealized appreciation 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.

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Notes to Financial Statements

(Unaudited)

The following table indicates the trading gains and losses, by market sector, on derivative instruments traded by the Partnership for the three and nine months ended September 30, 2023 and 2022, respectively.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
Sector	2023			2022			2023			2022
Currencies	$	62,614		$	1,409,748		$	666,420		$	2,711,103
Energy		3,069,231			(1,996,842)			(197,305)			4,371,515
Grains		2,780			(1,198,217)			(231,886)			(138,434)
Indices		(1,126,005)			652,130			219,406			1,113,111
Interest Rates U.S.		1,381,938			(993,641)			430,939			(1,774,132)
Interest Rates Non-U.S.		30,132			2,655,120			(791,351)			7,580,073
Livestock		5,560			(112,540)			12,920			(337,535)
Metals		(1,002,155)			1,012,789			(1,000,442)			2,189,170
Softs		(6,493)			(425,274)			902,931			(1,134,435)

Total	$	2,417,602	***	$	1,003,273	***	$	11,632	***	$	14,580,436	***

***	This amount is included in “Total trading results” in the Statements of Income and Expenses.

5. Fair Value Measurements:

Partnership’s Fair Value Measurements

. Fair value is defined as the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of

non-exchange-traded

foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as inputs the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.

The Partnership considers prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills,

non-exchange-traded

forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of September 30, 2023 and December 31, 2022 and for the periods ended September 30, 2023 and 2022, the Partnership did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3).

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September 30, 2023	Total		Level 1		Level 2		Level 3
Assets
Futures	$	4,779,070	$	4,779,070	$	-	$	-
Forwards		1,457,407		-		1,457,407		-

Total Assets	$	6,236,477	$	4,779,070	$	1,457,407	$	-

Liabilities
Futures	$	2,868,349	$	2,868,349	$	-	$	-
Forwards		1,100,878		-		1,100,878		-

Total Liabilities	$	3,969,227	$	2,868,349	$	1,100,878	$	-


December 31, 2022	Total		Level 1		Level 2		Level 3
Assets
Futures	$	4,783,634	$	4,783,634	$	-	$	-
Forwards		767,869		-		767,869		-

Total Assets	$	5,551,503	$	4,783,634	$	767,869	$	-

Liabilities
Futures	$	2,338,243	$	2,338,243	$	-	$	-
Forwards		807,192		-		807,192		-

Total Liabilities	$	3,145,435	$	2,338,243	$	807,192	$	-

6.	Financial Instrument Risks:

In the normal course of business, the Partnership is party to financial instruments with

off-balance-sheet

risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options, and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or

over-the-counter

(“OTC”). Exchange-traded instruments include futures and certain standardized forward, option and swap contracts. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Each of these instruments is subject to various risks similar to those relating to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. The General Partner estimates that at any given time approximately 0.0% to 5.6% of the Partnership’s contracts are traded OTC.

Futures Contracts.

The Partnership trades futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and net change in unrealized gains (losses) on futures contracts are included in the Partnership’s Statements of Income and Expenses.

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Notes to Financial Statements

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Forward Foreign Currency Contracts.

Forward foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date. Forward foreign currency contracts are valued daily, and the Partnership’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward foreign exchange rates at the reporting date, is included in the Partnership’s Statements of Financial Condition. Net realized gains (losses) and net change in unrealized gains (losses) on forward foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Partnership’s Statements of Income and Expenses.

London Metal Exchange Forward Contracts.

Metal contracts traded on the London Metal Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin, zinc and other metals. LME contracts traded by the Partnership are cash-settled based on prompt dates published by the LME. Variation margin may be made or received by the Partnership each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and net change in unrealized gains (losses) on metal contracts are included in the Partnership’s Statements of Income and Expenses.

Market risk is the potential for changes in the value of the financial instruments traded by the Partnership due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership is exposed to market risk equal to the value of the futures and forward contracts held and unlimited liability on such contracts sold short.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is (was) not represented by the contract or notional amounts of the instruments. The Partnership’s risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership has credit risk and concentration risk, as MS&Co. or an MS&Co. affiliate are counterparties or brokers with respect to the Partnership’s assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through MS&Co. or an MS&Co. affiliate, the Partnership’s counterparty is or was an exchange or clearing organization.

The General Partner monitors and attempts to mitigate the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has or had effective procedures for evaluating and limiting the credit and market risks to which the Partnership may or may have been subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, exchange-cleared swaps, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these financial instruments mature within one year of the inception date. However, due to the nature of the Partnership’s business, these instruments may not be or have not been held to maturity.

The risk to the limited partners that have purchased Redeemable Units is limited to the amount of their share of the Partnership’s net assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under New York law.

In the ordinary course of business, the Partnership enters into contracts and agreements that contain various representations and warranties and which provide or provided general indemnifications. The Partnership’s maximum exposure under these arrangements cannot be determined, as this could include future claims that have not yet been made against the Partnership. The General Partner consider the risk of any future obligation relating to these indemnifications to be remote.

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Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

Beginning in February 2022, the United States, the United Kingdom, the European Union, and a number of other nations imposed sanctions against Russia in response to Russia’s invasion of Ukraine, and these and other governments around the world may impose additional sanctions in the future as the conflict develops. In addition, on October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Shortly following the attack, Israel’s security cabinet declared war against Hamas. These conflicts and subsequent sanctions have created volatility in the price of various commodities and may lead to a deterioration in the political and trade relationships that exist between the countries involved and have a negative impact on business activity globally, and therefore could affect the performance of the Partnership’s investments. Furthermore, uncertainties regarding these conflicts and the varying involvement of the United States and other countries preclude prediction as to the ultimate impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Partnership and the performance of its investments or operations, and the ability of the Partnership to achieve its investment objectives. Additionally, to the extent that investors, service providers and/or other third parties have material operations or assets in Russia, Belarus, Ukraine or Israel, they may have their operations disrupted and/or suffer adverse consequences related to the ongoing conflicts.

7.	Subsequent Events:

The General Partner evaluates events that occur after the balance sheet date but before and up until financial statements are available to be issued. The General Partner has assessed the subsequent events through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.

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 unrestricted cash, restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and investment in U.S. Treasury bills at fair value, if 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. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2023.

The Partnership’s investment in futures, forwards and options may or could have been, 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 from promptly liquidating their 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 from trading in potentially profitable markets or prevent the Partnership from promptly liquidating unfavorable positions in such markets, subjecting them 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 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 Partnership knows of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’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 realized and/or unrealized gains or losses on trading and by expenses, interest income, subscriptions, redemptions of Redeemable Units and distributions of profits, if any.

For the nine months ended September 30, 2023, the Partnership’s capital decreased 6.4% from $65,387,698 to $61,177,002. This decrease was attributable to redemptions of 4,405.4390 Class A limited partner Redeemable Units totaling $3,829,850, redemptions of 299.0970 Class D limited partner Redeemable Units totaling $325,433 and a net loss of $55,413. Future redemptions can impact the amount of funds available for investment 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 period. The General Partner believes that the estimates and assumptions 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.

The Partnership records all investments at fair value in their 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 Statements of Income and Expenses.

Results of Operations

During the Partnership’s third quarter of 2023, the Partnership’s net asset value per Class A Redeemable Unit increased 3.9% from $869.40 to $903.37 as compared to an increase of 0.6% in the same period of 2022. During the Partnership’s third quarter of 2023, the Partnership’s net asset value per Class D Redeemable Unit increased 3.9% from $1,088.05 to $1,130.57 as compared to an increase of 0.6% in the same period of 2022. During the Partnership’s third quarter of 2023, the Partnership’s net asset value per Class Z Redeemable Unit increased 4.1% from $1,134.26 to $1,180.81 as compared to an increase of 0.8% in the same period of 2022. The Partnership experienced a net trading gain before fees and expenses in the third quarter of 2023 of $2,417,602. Gains were primarily attributable to the Partnership’s trading in currencies, energy, grains, U.S. and non-U.S. interest rates and livestock and were partially offset by losses in indices, metals and softs. The Partnership experienced a net trading gain before fees and expenses in the third quarter of 2022 of $1,003,273. Gains were primarily attributable to the Partnership’s trading in currencies, indices, non-U.S. interest rates and metals and were partially offset by losses in energy, grains, U.S. interest rates, livestock and softs.

During the third quarter, the Partnership’s most significant gains were recorded in the energy markets from long futures positions in crude oil, heating oil, and unleaded gasoline, as prices trended higher throughout the quarter amid supply related concerns strengthened further by announcements of supply cuts by Saudi Arabia and Russia in September. In the global fixed income markets, profits were achieved from short positions in U.S., Canadian, and European government debt futures as prices dropped and yields rose amid expectations central banks will keep interest rates higher for longer to battle inflation. In the currency markets, gains were recorded from short positions in the Japanese yen versus the U.S. dollar as the value of the dollar strengthened versus the yen during August and September on expectations the Federal Reserve will keep interest rates higher for longer to battle inflation. A portion of the Partnership’s gains for the third quarter was offset by losses incurred in the global stock indices from long futures positions in European stock indices as prices declined amid investor expectations for interest rates to remain higher for longer. Smaller losses were recorded from long futures positions in the CBOE Volatility Index (also known as the “VIX”) during July and long positions in Asian equity index futures during August and September. In the metals sector, losses were experienced from short positions in copper during July and long positions in silver during September as the prices of these metals fluctuated without consistent direction primarily due to volatility in the value of the U.S. dollar. Net trading results in the agricultural markets were relatively flat and did not have a material impact on the Partnership’s performance for the quarter.

During the Partnership’s nine months ended September 30, 2023, the Partnership’s net asset value per Class A Redeemable Unit increased 0.2% from $901.95 to $903.37 as compared to an increase of 17.1% in the same period of 2022. During the Partnership’s nine months ended September 30, 2023, the Partnership’s net asset value per Class D Redeemable Unit increased 0.2% from $1,128.79 to $1,130.57 as compared to an increase of 17.1% in the same period of 2022. During the Partnership’s nine months ended September 30, 2023, the Partnership’s net asset value per Class Z Redeemable Unit increased 0.7% from $1,172.31 to $1,180.81 as compared to an increase of 17.8% in the same period of 2022. The Partnership experienced a net trading gain before fees and expenses in the nine months of 2023 of $11,632. Gains were primarily attributable to the Partnership’s trading in currencies, indices, U.S. interest rates, livestock and softs and were partially offset by losses in energy, grains, non-U.S. interest rates and metals. The Partnership experienced a net trading gain before fees and expenses in the nine months of 2022 of $14,580,436. Gains were primarily attributable to the Partnership’s trading in currencies, energy, indices, non-U.S. interest rates and metals and were partially offset by losses in grains, U.S. interest rates, livestock and softs.

During the first nine months of the year, the Partnership’s most significant gains were recorded in the currency markets from short positions in the Japanese yen as the value of the yen weakened against the U.S. dollar throughout the first three quarters of the year on expectations the Bank of Japan would continue to support its dovish monetary policy while the Federal Reserve maintains its hawkish policy on interest rates. In the agricultural markets, gains were achieved primarily during the first half of the year from long positions in sugar and cocoa futures as prices of these soft commodities rallied to multi-year highs amid supply concerns. Gains in the agriculturals were also recorded from short positions in wheat futures as prices declined throughout a majority of the first and second quarters, as well as during the latter half of the third quarter. In global stock indices, gains were achieved from long positioning in Asian equity index futures during the second quarter as prices trended higher on economic data supporting investors’ “risk-on” stance. In global fixed income, gains were recorded from May through September due primarily to short positions in U.S. Treasury note and Treasury bond futures as prices declined and yields rose amid ongoing concerns regarding inflation and expectations for the Fed’s hawkish rate policy to continue. A portion of the Partnership’s gains for the first nine months of the year was offset by losses incurred in the metals markets from short positions in copper futures during January, June, and July as prices rose on increased industrial demand and short-term declines in the value of the U.S. dollar. Additional losses in the metals were experienced from both short and long positions in silver futures as silver prices moved without consistent direction for a majority of the first nine months of the year. Smaller losses were recorded in the energy markets from positions in Brent and West Texas Intermediate crude oil futures as oil prices moved inconsistently for a majority of the first half of the year amid a lack of a consensus on oil supply/demand. Additional energy losses were recorded from short positions in gas oil during the third quarter.

Commodity futures 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 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 things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, changes in interest rates, pandemics, epidemics and other public health crises. To the extent that market trends exist and the Advisors are 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 brokerage account at MS&Co. during each month 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 did not receive interest on amounts in the futures brokerage accounts that were committed to margin. Any interest earned on the Partnership’s cash account in excess of the amounts described above, if any, was retained by MS&Co. and/or shared with the General Partner. All interest earned on U.S. Treasury bills and money market mutual fund securities was retained by the Partnership as applicable. Interest income for the three and nine months ended September 30, 2023 increased by $309,313 and $1,332,671, respectively, as compared to the corresponding periods in 2022. The increase in interest income was primarily due to higher 4-week U.S. Treasury bill discount rates during the three and nine months ended September 30, 2023 as compared to the corresponding periods in 2022. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depended 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. had control.

Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership. 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 and nine months ended September 30, 2023 increased by $4,046 and decreased by $5,866, respectively, as compared to the corresponding periods in 2022. 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 September 30, 2023 as compared to the corresponding period in 2022. The decrease in these clearing fees was primarily due to a decrease in the number of direct trades made by the Partnership during the nine months ended September 30, 2023 as compared to the corresponding period in 2022.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value of Class A and Class D Redeemable Units on the last 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 selling agent fees for the three and nine months ended September 30, 2023 decreased by $16,313 and $47,282, respectively, as compared to the corresponding periods in 2022. The decrease was primarily due to a decrease in average net assets attributable to Class A and Class D Redeemable Units during the three and nine months ended September 30, 2023 as compared to the corresponding periods in 2022.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership. General Partner fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end 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. General Partner fees for the three and nine months ended September 30, 2023 decreased by $19,464 and $56,275, respectively, as compared to the corresponding periods in 2022. The decrease was primarily due to a decrease in average net assets for the Partnership during the three and nine months ended September 30, 2023 as compared to the corresponding periods in 2022.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end 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. Management fees for the three and nine months ended September 30, 2023 decreased by $39,418 and $104,376, respectively, as compared to the corresponding periods in 2022. The decrease was primarily due to a decrease in average net assets for the Partnership during the three and nine months ended September 30, 2023 as compared to the corresponding periods in 2022.

Incentive fees are based on the new trading profits generated by each Advisor at the end of the quarter, half-year or year, as applicable, as defined in the respective management agreements between the Partnership, the General Partner and each Advisor. Trading performance for the three and nine months ended September 30, 2023 resulted in incentive fees of $255,004 and $323,351, respectively. Trading performance for the three and nine months ended September 30, 2022 resulted in incentive fees of $392,349 and $2,660,570, 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 by the Advisor and earns additional new trading profits for the Partnership.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Partnership is a speculative commodity pool. The market sensitive instruments held by the Partnership are acquired for speculative trading purposes, and all or substantially all of the Partnership’s 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 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 open positions and, consequently, in its earnings and cash balances. The Partnership’s 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 open positions and the liquidity of the markets in which they trade.

The Partnership rapidly acquires and liquidates 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 past performance is not necessarily indicative of their future results.

Quantifying the Partnership’s Trading Value at Risk

The following quantitative disclosures regarding the Partnership’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, 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 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 earnings and cash flow.

The Partnership’s 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 could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership 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 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 losses in any market sector will be limited to Values at Risk or by the Partnership’s attempt to manage its market risk.

Exchange margin requirements have been used by the Partnership 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 risk sensitive instruments. As of September 30, 2023, DCM, Drury, Episteme and Millburn each traded managed accounts in the name of the Partnership. Prior to its termination effective December 31, 2022, ISAM SM traded managed accounts in the name of the Partnership. The trading Value at Risk tables reflect the market sensitive instruments held by the Partnership as of September 30, 2023 and December 31, 2022. 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, 2022.

The following tables indicate the trading Value at Risk associated with the Partnership’s investments by market category as of September 30, 2023 and December 31, 2022, and the highest, lowest and average values during the three months ended September 30, 2023 and the twelve months ended December 31, 2022. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of September 30, 2023, the Partnership’s total capitalization was $61,177,002.


September 30, 2023
						Three Months Ended September 30, 2023
			% of Total			High		Low		Average

Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	1,209,893		1.98	%	$	2,037,494	$	982,411	$	1,366,735
Energy		3,207,420		5.24			3,290,592		1,613,097		2,618,745
Grains		608,036		0.99			753,153		327,392		549,628
Indices		3,107,091		5.08			5,970,138		2,692,751		4,260,165
Interest Rates U.S.		613,525		1.00			1,090,293		479,711		793,208
Interest Rates Non-U.S.		2,389,367		3.91			3,330,879		2,100,886		2,696,784
Livestock		5,720		0.01			10,065		-		5,103
Metals		1,492,804		2.44			1,492,804		670,954		1,041,279
Softs		404,288		0.66			529,192		375,679		428,785

Total	$	13,038,144		21.31	%

*	Average of daily Values at Risk.

As of December 31, 2022, the Partnership’s total capitalization was $65,387,698.


December 31, 2022
						Twelve Months Ended December 31, 2022
			% of Total			High		Low		Average

Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	2,396,130		3.66	%	$	5,174,957	$	2,168,466	$	3,766,373
Energy		1,479,619		2.26			2,759,364		170,243		1,567,593
Grains		736,575		1.13			1,288,345		280,376		773,384
Indices		2,853,573		4.36			4,150,965		429,670		2,636,612
Interest Rates U.S.		608,173		0.93			1,250,386		169,738		698,859
Interest Rates Non-U.S.		3,036,414		4.64			3,236,617		873,360		2,101,574
Livestock		3,685		0.01			115,528		3,685		54,943
Metals		653,539		1.00			1,549,990		270,436		940,266
Softs		422,396		0.65			1,266,142		266,254		553,715

Total	$	12,190,104		18.64	%

*	Annual average of daily Values at Risk.

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 September 30, 2023 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 September 30, 2023 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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 MS&Co. 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”).

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 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 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, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2022, 2021, 2020, 2019, and 2018. 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. We refer you to the Commitments, Guarantees and Contingencies – Legal section of MS&Co.’s 2022 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 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.

Each of Morgan Stanley and MS&Co. is also involved, from time to time, other reviews, investigations and proceedings (both formal and informal) by governmental and self-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, 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 National Futures Association.

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.

The Company has been responding to requests for information from the Enforcement Division of the U.S. Securities and Exchange Commission and the United States Attorney’s Office for the Southern District of New York in connection with their investigations into various aspects of the Company’s blocks business, certain related sales and trading practices, and applicable controls (the “Investigations”). The Investigations are focused on whether the Company and/or its employees shared and/or used information regarding impending block transactions in violation of federal securities laws and regulations. The Company continues to cooperate with, and has continued to engage in ongoing discussions regarding the potential resolution of, the Investigations. There can be no assurance that these discussions and continuing engagement will lead to resolution of either matter. The Company also faces potential civil liability arising from claims that have been or may be asserted by, among others, block transaction participants who contend they were harmed or disadvantaged including, among other things, as a result of a share price decline allegedly caused by the activities of the Company and/or its employees, or as a result of the Company’s and/or its employees’ failure to adhere to applicable laws and regulations. In addition, the Company has responded to demands from shareholders under Section 220 of the Delaware General Corporation Law for books and records concerning the Investigations.

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 the Firm’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.

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.

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 $6,946 million. The complaint seeks, 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 $3,856 million. On August 22, 2023, the Firm reached an agreement in principle to settle the 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, among other things, 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 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. In March 2023, both parties appealed the decision. As of December 25, 2019, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $22 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $22 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

Beginning in February of 2016, the Firm was named as a defendant in multiple purported antitrust 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 Firm, 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 their 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 two swap execution facilities that allegedly were thwarted by the defendants in their efforts to develop such platforms. The consolidated complaints seek, among other relief, 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. A decision on plaintiffs’ motion for class certification is pending.

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 the 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 Viacom Class B Common Stock offering and a $1,000 offering of 5.75% Series A Mandatory Convertible Preferred Stock (collectively, the “Offerings”). The complaint alleges, inter alia, that the Viacom offering documents for both issuances contained material omissions because they did not disclose that certain of the underwriters, including the Company, 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, which seeks, among other things, unspecified compensatory damages, 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 the motions to dismiss as to the Company and the other underwriters, but granted the motion to dismiss as to Viacom and the Viacom individual defendants. On February 15, 2023, the underwriters, including the Firm, filed their Notices of Appeal of the denial of their motions to dismiss. On March 10, 2023, the plaintiff filed a Notice of Appeal of the dismissal of Viacom and the individual Viacom defendants.

The Firm is a defendant in three antitrust class action complaints which have been consolidated into one proceeding in the United States District Court for the Southern District of New York (“SDNY”) under the caption City of Philadelphia, et al. v. Bank of America Corporation, et al. Plaintiffs allege, inter alia, that the Firm, along 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”). Plaintiffs seek, among other relief, treble damages. The class action 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 October 5, 2023, defendants sought leave to appeal this ruling from the United States Court of Appeals for the Second Circuit.

Settled Civil Litigation

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, among other things, to rescind the plaintiff’s purchase of such certificates. On November 4, 2021, the Firm entered into an agreement to settle the litigation.

On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleged that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV, and asserted violations of the California False Claims Act and other state laws and sought treble damages, civil penalties, disgorgement, and injunctive relief. On April 24, 2019, the parties reached 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 allege, 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 class action complaint was filed on behalf of a purported class of borrowers and lenders who entered into stock loan transactions with the defendants. The class action complaint seeks, among other relief, certification of the class of plaintiffs and treble damages. On September 27, 2018, the court denied the defendants’ motion to dismiss the class action 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 Firm reached an agreement in principle to settle the litigation. On September 1, 2023, the court granted preliminary approval of the settlement.

Item 1A. Risk Factors.

There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors.” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and under Part II, Item 1A. “Risk Factors.” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 other than as disclosed in Note 6, “Financial Instrument Risks”, of the Financial Statements.

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

For the three months ended September 30, 2023, there were no additional subscriptions. Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. Redeemable Units are purchased by accredited investors, as defined in Regulation D. In determining the applicability of the exemption, the General Partner relies on the fact that the Redeemable Units are purchased by accredited investors in a private offering.

Proceeds from the sale of Redeemable Units are used for the trading of commodity interests including futures and forward contracts.

The following chart sets forth the purchases of limited partner Redeemable Units for each Class by the Partnership.


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

July 1, 2023 - July 31, 2023		288.6640	$	861.03		N/A		N/A

August 1, 2023 - August 31, 2023		577.9000	$	857.49		N/A		N/A

September 1, 2023 - September 30, 2023		431.6720	$	903.37		N/A		N/A

		1,298.2360	$	873.53

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 end of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information. None.


	Notional ($)/
	Number of					% of Partners’
	Contracts		Fair Value			Capital
Futures Contracts Purchased
Currencies		289	$	(103,865	)		(0.17)	%
Energy		395		603,428			0.99
Grains		89		(213,706	)		(0.35)
Indices		435		186,320			0.30
Interest Rates Non-U.S.		213		(519,433	)		(0.85)
Livestock		3		(2,710	)		(0.00)	*
Metals		55		(408,520	)		(0.67)
Softs		92		193,946			0.32

Total futures contracts purchased				(264,540	)		(0.43)


Futures Contracts Sold
Currencies		483		484,173			0.79
Energy		175		(129,841	)		(0.21)
Grains		201		324,500			0.53
Indices		568		(69,640	)		(0.11)
Interest Rates U.S.		256		321,034			0.52
Interest Rates Non-U.S.		1,251		983,759			1.61
Metals		162		258,373			0.42
Softs		104		2,903			0.00	*

Total futures contracts sold				2,175,261			3.55

Net unrealized appreciation on open futures contracts			$	1,910,721			3.12	%


Unrealized Appreciation on Open Forward Contracts
Currencies	$	60,899,386	$	1,124,689			1.84	%
Metals		108		332,718			0.54

Total unrealized appreciation on open forward contracts				1,457,407			2.38


Unrealized Depreciation on Open Forward Contracts
Currencies	$	50,802,190		(644,068	)		(1.05)
Metals		123		(456,810	)		(0.75)

Total unrealized depreciation on open forward contracts				(1,100,878	)		(1.80)

Net unrealized appreciation on open forward contracts			$	356,529			0.58	%


	Notional ($)/
	Number of				% of Partners’
	Contracts		Fair Value		Capital
Futures Contracts Purchased
Currencies		205	$	224,798		0.34	%
Energy		239		539,597		0.83
Grains		237		429,927		0.66
Indices		293		(428,762)		(0.66)
Interest Rates U.S.		85		(135,594)		(0.21)
Interest Rates Non-U.S.		174		(401,257)		(0.61)
Livestock		2		(890)		(0.00)	*
Metals		68		116,110		0.18
Softs		60		53,603		0.08

Total futures contracts purchased				397,532		0.61


Futures Contracts Sold
Currencies		129		(17,562)		(0.03)
Energy		225		(254,040)		(0.39)
Grains		90		(144,992)		(0.22)
Indices		357		262,132		0.40
Interest Rates U.S.		207		82,672		0.13
Interest Rates Non-U.S.		922		2,252,519		3.45
Metals		33		(96,587)		(0.15)
Softs		65		(36,283)		(0.06)

Total futures contracts sold				2,047,859		3.13

Net unrealized appreciation on open futures contracts			$	2,445,391		3.74	%


Unrealized Appreciation on Open Forward Contracts
Currencies	$	56,648,446	$	713,033		1.09	%
Metals		22		54,836		0.08

Total unrealized appreciation on open forward contracts				767,869		1.17


Unrealized Depreciation on Open Forward Contracts
Currencies	$	58,456,926		(729,014)		(1.11)
Metals		35		(78,178)		(0.12)

Total unrealized depreciation on open forward contracts				(807,192)		(1.23)

Net unrealized depreciation on open forward contracts			$	(39,323)		(0.06)	%


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Investment Income:
Interest income	$	619,065		$	309,752		$	1,742,038		$	409,367

Expenses:
Clearing fees related to direct investments		61,358			57,312			195,994			201,860
Ongoing selling agent fees		111,719			128,032			342,431			389,713
General Partner fees		131,633			151,097			403,422			459,697
Management fees		96,763			136,181			302,131			406,507
Incentive fees		255,004			392,349			323,351			2,660,570
Professional fees		72,988			51,382			241,754			186,102

Total expenses		729,465			916,353			1,809,083			4,304,449

Net investment income (loss)		(110,400	)		(606,601	)		(67,045	)		(3,895,082	)

Trading Results:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed contracts		1,828,273			2,200,198			154,711			15,093,259
Net change in unrealized gains (losses) on open contracts		589,329			(1,196,925	)		(143,079	)		(512,823	)

Total trading results		2,417,602			1,003,273			11,632			14,580,436

Net income (loss)	$	2,307,202		$	396,672		$	(55,413	)	$	10,685,354

Net income (loss) per Redeemable Unit*:
Class A	$	33.97		$	5.90		$	1.42		$	135.83

Class D	$	42.52		$	7.38		$	1.78		$	169.99

Class Z	$	46.55		$	9.92		$	8.50		$	182.06

Weighted average Redeemable Units outstanding:
Class A		63,735.3358			70,479.0471			65,367.9644			72,262.2560

Class D		3,190.2310			3,489.3280			3,389.6290			3,506.6273

Class Z		693.3160			843.1920			693.3160			843.1920


Advisor	September 30, 2023		September 30, 2023 (percentage of Partners’ Capital)		June 30, 2023		June 30, 2023 (percentage of Partners’ Capital)
DCM	$	14,297,703		23%	$	14,512,807		24%
Drury	$	11,997,818		20%	$	11,617,023		19%
Episteme	$	16,531,931		27%	$	16,983,276		29%
Millburn	$	15,589,208		25%	$	13,910,680		23%
Unallocated	$	2,760,342		5%	$	2,980,065		5%


CERES TACTICAL SYSTEMATIC L.P.

By:		Ceres Managed Futures LLC
		(General Partner)

By:		/s/ Patrick T. Egan
		Patrick T. Egan President and Director

Date:		November 9, 2023

By:		/s/ Brooke Lambert
		Brooke Lambert
		Chief Financial Officer
		(Principal Accounting Officer)

Date:		November 9, 2023