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 June 30, 2013 or

o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________to__________________

Commission File Number: 000-53114

LV FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)

	Delaware	20-8529012
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Ceres Managed Futures LLC
522 Fifth Avenue, 14th Floor
New York, NY		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (855) 672-4468

(Former name, former address and former fiscal year, if changed since last report)

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 x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes 0  No T

As of June 30, 2013, 20,091.668 Limited Partnership Class A Redeemable Units were outstanding, 3,563.047 Limited Partnership Class B Redeemable Units were outstanding, 5,584.163 Limited Partnership Class C Redeemable Units were outstanding, 405.473 Limited Partnership Class Z Redeemable Units were outstanding.

LV FUTURES FUND L.P.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

June 30, 2013

	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Statements of Financial Condition as of June 30, 2013 and December 31, 2012	2
	Statements of Income and Expenses for the Three and Six Months Ended June 30, 2013 and 2012	3
	Statements of Changes in Partners’ Capital for the Six Months Ended June 30, 2013 and 2012	4
	Notes to Financial Statements	5-19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20-29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29-44
tem 4.	Controls and Procedures	44-45
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	46-56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Securities and Use of Proceeds	56-58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58-61
Item 6.	Exhibits	62

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

LV FUTURES FUND L.P.

STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

	June 30,	December 31,
	2013	2012
ASSETS	$	$
Investments in Affiliated Trading Companies:
Investment in TT II, LLC	8,149,609	12,246,448
Investment in WNT I, LLC	4,206,191	7,072,401
Investment in Augustus I, LLC	4,186,444	2,433,314
Investment in Rotella I, LLC	3,987,548	3,383,788
Investment in Boronia I, LLC	2,183,205	–
Investment in Kaiser I, LLC	1,772,384	3,186,918
Investment in Chesapeake I, LLC	–	4,408,930
Investment in GLC I, LLC	–	2,359,140
Total Investments in Affiliated Trading Companies, at fair value   (cost $25,759,049 and $37,798,976, respectively)	24,485,381	35,090,939
Receivable from Affiliated Trading Company	2,779,792	–
Total Assets	27,265,173	35,090,939
LIABILITIES
Redemptions payable	440,639	2,004,495
Total Liabilities	440,639	2,004,495
PARTNERS’ CAPITAL
Class A (20,091.668 and 23,931.981Units, respectively)	17,879,506	21,372,186
Class B (3,563.047 and 4,141.422 Units, respectively)	3,266,119	3,800,182
Class C (5,584.163 and 7,860.274 Units, respectively)	5,272,731	7,410,939
Class D (0 and 23.012 Units, respectively)	–	22,006
Class Z (405.437 and 483.374 Units, respectively)	406,178	481,131
Total Partners’ Capital	26,824,534	33,086,444
Total Liabilities and Partners’ Capital	27,265,173	35,090,939
NET ASSET VALUE PER UNIT
Class A	889.90	893.04
Class B	916.67	917.60
Class C	944.23	942.83
Class D	–	956.28
Class Z	1,001.83	995.36

The accompanying notes are an integral part of these financial statements.

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LV FUTURES FUND L.P.

STATEMENTS OF INCOME AND EXPENSES

(Unaudited)

	For the Three Months Ended June  30,		For the Six Months  Ended June 30,
	2013	2012	2013	2012
	$	$	$	$
EXPENSES
Ongoing Placement Agent fees	124,157	191,216	260,309	399,470
General Partner fees	72,324	112,981	152,624	235,241
Administrative fees	28,930	45,192	61,050	94,096
Total Expenses	225,411	349,389	473,983	728,807
NET INVESTMENT LOSS	(225,411)	(349,389)	(473,983)	(728,807)
REALIZED/NET CHANGE IN UNREALIZED APPRECIATION
(DEPRECIATION) ON INVESTMENTS
Realized	(759,839)	(98,561)	(913,482)	(362,143)
Net change in unrealized appreciation
(depreciation) on investments	451,285	(454,136)	1,434,369	(38,723)
Total Realized/Net Change in Unrealized
Appreciation (Depreciation) on Investments	(308,554)	(552,697)	520,887	(400,866)
NET INCOME (LOSS)	(533,965)	(902,086)	46,904	(1,129,673)
NET INCOME (LOSS) ALLOCATION
Class A	(377,560)	(605,306)	(3,800)	(778,918)
Class B	(58,774)	(106,249)	13,482(1)	(132,694)
Class C	(91,045)	(176,030)	33,978	(202,622)
Class D	–	(1,129)	116	(1,291)
Class Z	(6,586)	(13,372)	3,128	(14,148)
NET INCOME (LOSS) PER UNIT *
Class A	(18.99)	(20.75)	(3.14)	(26.28)
Class B	(18.38)	(20.04)	(0.93)(1)	(24.47)
Class C	(17.73)	(19.27)	1.40	(22.55)
Class D	–	(18.87)	5.04	(21.57)
Class Z	(16.24)	(17.60)	6.47	(18.41)
	Units	Units	Units	Units
WEIGHTED AVERAGE NUMBER
OF UNITS OUTSTANDING
Class A	21,030.419	30,719.052	22,116.842	32,191.420
Class B	3,882.032	5,468.567	4,011.011	5,754.039
Class C	5,680.358	9,132.728	6,466.693	9,244.673
Class D	–	59.829	23.012	59.829
Class Z	405.437	901.246	430.842	929.299

* Based on change in net asset value per Unit except for Class D Units.

(1) The increase in net income allocation, while incurring a net loss per unit for the six months ended June 30, 2013, is due to the timing of subscriptions and redemptions of units throughout the second quarter.

The accompanying notes are an integral part of these financial statements.

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LV FUTURES FUND L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the Six Months Ended June 30, 2013 and 2012

(Unaudited)

	Class A	Class B	Class C	Class D	Class Z	Total
	$	$	$	$	$	$
Partners’ Capital,
December 31,  2012	21,372,186	3,800,182	7,410,939	22,006	481,131	33,086,444
Subscriptions	–	–	–	–	22,122	22,122
Net Income (Loss)	(3,800)	13,482	33,978	116	3,128	46,904
Redemptions	(3,488,880)	(547,545)	(2,172,186)	(22,122)	(100,203)	(6,330,936)
Partners’ Capital,
June 30, 2013	17,879,506	3,266,119	5,272,731	–	406,178	26,824,534
Partners’ Capital,
December 31, 2011	32,837,331	5,961,752	9,577,626	60,698	1,003,817	49,441,224
Subscriptions	411,500	125,000	–	–	–	536,500
Net Loss	(778,918)	(132,694)	(202,622)	(1,291)	(14,148)	(1,129,673)
Redemptions	(5,115,561)	(1,094,541)	(418,709)	–	(306,497)	(6,935,308)
Partners’ Capital,
June 30, 2012	27,354,352	4,859,517	8,956,295	59,407	683,172	41,912,743
	Class A	Class B	Class C	Class D	Class Z	Total
	Units	Units	Units	Units	Units	Units
Beginning Units,
December 31, 2012	23,931.981	4,141.422	7,860.274	23.012	483.374	36,440.063
Subscriptions	–	–	–	–	22.063	22.063
Redemptions	(3,840.313)	(578.375)	(2,276.111)	(23.012)	(100.000)	(6,817.811)
Ending Units,
June 30, 2013	20,091.668	3,563.047	5,584.163	–	405.437	29,644.315
Beginning Units,
December 31, 2011	34,210.600	6,075.289	9,546.728	59.829	957.352	50,849.798
Subscriptions	428.231	126.801	–	–	–	555.032
Redemptions	(5,338.258)	(1,123.394)	(414.000)	–	(294.154)	(7,169.806)
Ending Units,
June 30, 2012	29,300.573	5,078.696	9,132.728	59.829	663.198	44,235.024

The accompanying notes are an integral part of these financial statements.

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

(Unaudited)

The unaudited financial statements contained herein include, in the opinion of management, all adjustments necessary for a fair presentation of the financial condition and results of operations of LV Futures Fund L.P. (“LV” or the “Partnership”).  The financial statements and condensed notes herein should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”).

1.  Organization

LV Futures Fund L.P. was formed on February 22, 2007, under the Delaware Revised Uniform Limited Partnership Act, as a multi-advisor commodity pool created to profit from the speculative trading of  domestic commodities and foreign commodity futures contracts, forward contracts, foreign exchange commitments, options on physical commodities and futures contracts, spot (cash) commodities and currencies, exchange of futures contracts for physicals transactions, exchange of physicals for futures contracts transactions, and any rights pertaining thereto (collectively, “Futures Interests”) (refer to Note 4. Financial Instruments of the Trading Companies) through its investments in affiliated trading companies (each a “Trading Company”, or collectively the “Trading Companies”).  LV is one of the partnerships in the Managed Futures Multi-Strategy Profile Series, comprised of LV and Meritage Futures Fund L.P. (collectively, the “Profile Series”).

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership invests substantially all of its assets to multiple affiliated Trading Companies, each of which allocates substantially all of its assets to the trading program of an unaffiliated commodity trading advisor which makes investment decisions for each respective Trading Company.

The Partnership commenced trading operations on August 1, 2007, in accordance with the terms of its Limited Partnership Agreement (the “Limited Partnership Agreement”).  Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”) and   serves as placement agent to the Partnership.  Morgan Stanley & Co. LLC (“MS&Co.”) acts as each Trading Company’s clearing commodity broker.  Morgan Stanley & Co. International plc previously acted as each Trading Company’s commodity broker to the extent it traded on the London Metal Exchange.  Each Trading Company’s over-the-counter foreign exchange spot, options, and forward contract counterparty is either MS&Co. and/or Morgan Stanley Capital Group Inc. (“MSCG”) to the extent a Trading Company trades options on over-the-counter foreign currency forward contracts.

The financial statements of the Partnership have been prepared using the “Fund of Funds” approach and accordingly all revenue and expense information from the Trading Companies is reflected as a total realized/net change in unrealized appreciation on investments on the Statements of Income and Expenses.  The Partnership maintains sufficient cash balances on hand to satisfy ongoing operating expenses for the Partnership.  As of June 30, 2013 and December 31, 2012, the Partnership’s cash balances were zero.

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Trading Companies and their trading advisors (each individually, a “Trading Advisor” or collectively, the “Trading Advisors”) for the Partnership at June 30, 2013, are as follows:

Trading Company	Trading Advisor
Morgan Stanley Smith Barney Augustus I, LLC
(“Augustus I, LLC”)	GAM International Management Limited
Morgan Stanley Smith Barney Kaiser I, LLC
(“Kaiser I, LLC”)	Kaiser Trading Group Pty. Ltd.
Morgan Stanley Smith Barney Rotella I, LLC
(“Rotella I, LLC”)	Rotella Capital Management, Inc.
Morgan Stanley Smith Barney TT II, LLC
(“TT II, LLC”)	Transtrend B.V.
Morgan Stanley Smith Barney WNT I, LLC
(“WNT I, LLC”)	Winton Capital Management Limited
Morgan Stanley Smith Barney Boronia I, LLC
(“Boronia I, LLC”)	Boronia Capital Pty. Ltd. (“Boronia”)

The trading system style of each Trading Advisor is as follows:

Commodity Trading Advisor	Trading System Style
GAM International Management Limited	Discretionary
Kaiser Trading Group Pty. Ltd.	Systematic
Rotella Capital Management, Inc.	Systematic
Transtrend B.V.	Systematic
Winton Capital Management Limited	Systematic
Boronia Capital Pty. Ltd.	Systematic

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Ceres Managed Futures LLC (“Ceres” or the “General Partner”), the general partner and commodity pool operator of the Partnership and the trading manager of each Trading Company, is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”).  MSSBH is wholly-owned indirectly by Morgan Stanley.  Prior to June 2013, Citigroup Inc. was the indirect minority owner of MSSBH.  Morgan Stanley Wealth Management is a principal subsidiary of MSSBH.  MS&Co. and MSCG are wholly-owned subsidiaries of Morgan Stanley.

Ceres may reallocate the Partnership’s assets to the different Trading Companies at its sole discretion.

Units of limited partnership interest (“Units”) of the Partnership are offered in two classes in a private placement pursuant to Regulation D under the Securities Act of 1933, as amended.  Depending on the aggregate amount invested in the Partnership, limited partners receive class A or D Units in the Partnership  (each a “Class” and collectively the “Classes”).   Certain limited partners who are not subject to the ongoing placement agent fee are deemed to hold Class Z Units.  Ceres received Class Z Units with respect to its investment in the Partnership.  Class B and Class C Units are no longer being offered to new investors but continue to be offered to existing Class B and Class C investors.

As of June 30, 2013, there were no Class D Units outstanding.

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Ceres is not required to maintain any investment in the Partnership, and may withdraw any portion of its interest in the Partnership at any time, as permitted by the Limited Partnership Agreement.  In addition, Class Z shares are only being offered to certain individuals affiliated with Morgan Stanley at Ceres’ sole discretion.  Class Z Unit holders are not subject to paying the ongoing placement agent fee.

Effective June 30, 2013, Ceres terminated the management agreement among Ceres, Chesapeake Capital Corporation and Morgan Stanley Smith Barney Chesapeake Diversified I, LLC (“Chesapeake I, LLC”) pursuant to which Chesapeake I, LLC traded a portion of the Trading Company’s (and indirectly, the Partnership’s) assets in Futures Interests.  Consequently, Chesapeake I, LLC ceased all Futures Interests trading on behalf of the Trading Company (and indirectly, the Partnership).

2.  Related Party Transactions

Cash held by each Trading Company is on deposit in commodity brokerage accounts with Morgan Stanley.  Monthly, MS&Co. pays each Trading Company interest income on 100% of its average daily equity maintained in cash in the Trading Companies’ accounts during each month at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate less 0.15% during such month but in no event less than zero.  When the effective rate is less than zero, no interest is earned.  For purposes of such interest payments, daily funds do not include monies due to each Trading Company on Futures Interests that have not been received.  MS&Co. and Ceres will retain any excess interest not paid to the Trading Companies in permitted investments.

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership pays monthly administrative fees and general partner fees to Ceres.  The Partnership pays to Morgan Stanley Wealth Management ongoing placement agent fees on a monthly basis equal to a percentage of the net asset value of a limited partner’s Units as of the beginning of each month.

3.  Financial Highlights

Financial Highlights for three and six months ended June 30, 2013 and 2012 were as follows:

	Class A	Class B	Class C	Class D	Class Z
PER UNIT OPERATING PERFORMANCE:
NET ASSET VALUE,
APRIL 1, 2013:	$            908.89	$            935.05	$            961.96	$           –	$          1,018.07
NET OPERATING RESULTS:
Net investment loss	(7.81)	(6.85)	(5.84)	–	(3.61)
Net realized/unrealized loss	(11.18)	(11.53)	(11.89)	–	(12.63)
Net loss	(18.99)	(18.38)	(17.73)	–	(16.24)
NET ASSET VALUE,
JUNE 30, 2013:	$            889.90	$            916.67	$            944.23	$           –	$         1,001.83
RATIOS TO AVERAGE NET ASSETS:
Net investment loss  (1)  (2)	-3.41%	-2.91%	-2.41%	–	-1.40%
Partnership expenses (1) (2)	3.41%	2.91%	2.41%	–	1.40%
TOTAL RETURN:	-2.09%	-1.97%	-1.84%	–	-1.60%
PER UNIT OPERATING PERFORMANCE:
NET ASSET VALUE,
JANUARY 1, 2013:	$          893.04	$            917.60	$           942.83	$          956.28	$            995.36
NET OPERATING RESULTS:
Net investment loss	(15.45)	(13.56)	(11.55)	(3.46)	(7.13)
Net realized/unrealized gain	12.31	12.63	12.95	8.50	13.60
Net income (loss)	(3.14)	(0.93)	1.40	5.04	6.47
NET ASSET VALUE,
JUNE 30, 2013:	$           889.90	$            916.67	$           944.23	$           961.32(3)	$         1,001.83
RATIOS TO AVERAGE NET ASSETS:
Net investment loss (1) (2)	-3.43%	-2.93%	-2.43%	-2.22%	-1.41%
Partnership expenses (1) (2)	3.43%	2.93%	2.43%	2.22%	1.41%
TOTAL RETURN:	-0.35%	-0.10%	0.15%	0.53%	0.65%

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

	Class A	Class B	Class C	Class D	Class Z
PER UNIT OPERATING PERFORMANCE:
NET ASSET VALUE,
APRIL 1, 2012:	$            954.33	$            976.88	$            999.95	$         1,011.82	$          1,047.72
NET OPERATING RESULTS:
Net investment loss	(8.18)	(7.15)	(6.06)	(5.48)	(3.70)
Net realized/unrealized loss	(12.57)	(12.89)	(13.21)	(13.39)	(13.90)
Net loss	(20.75)	(20.04)	(19.27)	(18.87)	(17.60)
NET ASSET VALUE,
JUNE 30, 2012:	$            933.58	$            956.84	$            980.68	$            992.95	$         1,030.12
RATIOS TO AVERAGE NET ASSETS:
Net investment loss  (1)  (2)	-3.42%	-2.92%	-2.41%	-2.16%	-1.41%
Partnership expenses (1) (2)	3.42%	2.92%	2.41%	2.16%	1.41%
TOTAL RETURN:	-2.17%	-2.05%	-1.93%	-1.86%	-1.68%
PER UNIT OPERATING PERFORMANCE:
NET ASSET VALUE,
JANUARY 1, 2012:	$           959.86	$            981.31	$         1,003.23	$        1,014.52	$         1,048.53
NET OPERATING RESULTS:
Net investment loss	(16.37)	(14.29)	(12.11)	(10.96)	(7.39)
Net realized/unrealized loss	(9.91)	(10.18)	(10.44)	(10.61)	(11.02)
Net loss	(26.28)	(24.47)	(22.55)	(21.57)	(18.41)
NET ASSET VALUE,
JUNE 30, 2012:	$           933.58	$            956.84	$           980.68	$           992.95	$         1,030.12
RATIOS TO AVERAGE NET ASSETS:
Net investment loss (1) (2)	-3.42%	-2.92%	-2.41%	-2.16%	-1.41%
Partnership expenses (1) (2)	3.42%	2.92%	2.41%	2.16%	1.41%
TOTAL RETURN:	-2.74%	-2.49%	-2.25%	-2.13%	-1.76%

(1) Annualized

(2) Does not include the expenses of the Trading Companies in which the Partnership invests.

(3) This amount represents March 1, 2013, net asset value per Unit prior to conversion from Class D to Class Z Units.  There were

    no Class D Units outstanding at June 30, 2013.

4.  Financial Instruments of the Trading Companies

The Trading Advisors trade Futures Interests on behalf of the Trading Companies.  Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price.  Futures Interests are open commitments until settlement date, at which time they are realized.  They are valued at fair value,

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generally on a daily basis, and the unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the Trading Companies’ Statements of Financial Condition as a net unrealized gain or loss on open contracts.  The resulting net change in unrealized gains and losses is reflected in the net change in unrealized trading profit (loss) from one period to the next on the Trading Companies’ Statements of Income and Expenses.  The fair value of exchange-traded futures, options and forward contracts is determined by the various futures 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.) of 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 input 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.  Risk arises from changes in the value of these contracts and the potential inability of counterparties to perform under the terms of the contracts.  There are numerous factors which may significantly influence the fair value of these contracts, including interest rate volatility.

The fair value of exchange-traded contracts is based on the settlement price quoted by the exchange on the day with respect to which fair value is being determined.  If an exchange-traded contract could not have been liquidated on such day due to the operation of daily limits or other rules of the exchange, the settlement price will be equal to the settlement price on the first subsequent day on which the contract could be liquidated.  The fair value of off-exchange-traded contracts is based on the fair value quoted by the counterparty.

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Trading Companies’ contracts are accounted for on a trade-date basis. Aderivative is defined as a financial instrument or other contract that has all three of the following characteristics:

1)   a) One or more “underlyings” and b) one or more “notional amounts” or payment provisions or both;

2)   Requires no initial net investment or a smaller initial net investment than would be required for other types of contracts that would be expected to have a similar response relative to changes in market factors; and

3)   Terms that require or permit net settlement.

Generally, derivatives include futures, forward, swaps or options contracts, and other financial instruments with similar characteristics such as caps, floors, and collars.

The futures, forwards and options traded by the Trading Advisors on behalf of the Trading Companies involve varying degrees of related market risk.  Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Trading Companies’ open positions, and consequently in their earnings, whether realized or unrealized, and cash flow.  Gains and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts are settled daily through variation margin.  Gains and losses on off-exchange-traded forward currency contracts are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency options contracts are settled upon an agreed upon settlement date.  However, the

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Trading Companies are required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Trading Companies’ accounts with the counterparty.

5.  Fair Value Measurements and Disclosures

Financial instruments are carried at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  Assets and liabilities carried at fair value are classified and disclosed in the following three levels: Level 1 - unadjusted quoted market prices in active markets for identical assets and liabilities; Level 2 - inputs other than unadjusted quoted market prices that are observable for the asset or liability, either directly or indirectly (including unadjusted quoted market prices for similar investments, interest rates and credit risk); and Level 3 - unobservable inputs for the asset or liability (including the Partnership’s own assumptions used in determining the fair value of investments).

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of the factors specific to the investment.

- 14 -

LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Partnership’s assets and liabilities measured at fair value on a recurring basis are summarized in the following tables by the type of inputs applicable to the fair value measurements.

June 30, 2013

Assets	Unadjusted            Quoted Prices in     Active Markets for   Identical Assets         (Level 1)	Significant          Other                  Observable                 Inputs                   (Level 2)	Significant    Unobservable      Inputs   (Level 3)	Total
		$		$
Investment in TT II, LLC	–	8,149,609	–	8,149,609
Investment in WNT I, LLC	–	4,206,191	–	4,206,191
Investment in Augustus I, LLC	–	4,186,444	–	4,186,444
Investment in Rotella I, LLC	–	3,987,548	–	3,987,548
Investment in Boronia I, LLC	–	2,183,205	–	2,183,205
Investment in Kaiser I, LLC	–	1,772,384	–	1,772,384

December 31, 2012

Assets	Unadjusted               Quoted Prices in         Active Markets for   Identical Assets          (Level 1)	Significant     Other           Observable          Inputs           (Level 2)	Significant      Unobservable       Inputs     (Level 3)	Total
		$		$
Investment in TT II, LLC	–	12,246,448	–	12,246,448
Investment in WNT I, LLC	–	7,072,401	–	7,072,401
Investment in Chesapeake I, LLC	–	4,408,930	–	4,408,930
Investment in Rotella I, LLC	–	3,383,788	–	3,383,788
Investment in Kaiser I, LLC	–	3,186,918	–	3,186,918
Investment in Augustus I, LLC	–	2,433,314	–	2,433,314
Investment in GLC I, LLC	–	2,359,140	–	2,359,140

- 15 -

LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

During the period January 1, 2013 to June 30, 2013, and the twelve months ended December 31, 2012, there were no Level 3 assets and liabilities, and there were no transfers of assets or liabilities between Level 1 and Level 2.

The Partnership’s assets identified as “Investments in Affiliated Trading Companies” reflected on the Statements of Financial Condition represent the net asset value of the Partnership’s pro rata share of each Trading Company.  The net assets of each Trading Company are equal to the total assets of the Trading Company (including, but not limited to all cash and cash equivalents, accrued interest and amortization of original issue discount, and the fair value of all open Futures Interests contract positions and other assets) less all liabilities of the Trading Company (including, but not limited to, brokerage commissions that would be payable upon the closing of open Futures Interest positions, management fees, incentive fees, and extraordinary expenses), determined in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

At June 30, 2013, the Partnership’s investment in the Trading Companies represented approximately: TT II, LLC 33.30%; WNT I, LLC 17.15%; Kaiser I, LLC 7.25%;  Rotella I, LLC 16.30%; Boronia I, LLC 8.90%; and Augustus I, LLC 17.10% of the total investments of the Partnership, respectively.

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LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

At December 31, 2012, the Partnership’s investment in the Trading Companies represented approximately: Kaiser I, LLC 9.10%; TT II, LLC 34.90%; Rotella I, LLC 9.65%; Augustus I, LLC 6.95%; GLC I, LLC 6.70%; Chesapeake I, LLC 12.55%  and WNT I, LLC 20.15% of the total investments of the Partnership, respectively.

The tables below represent summarized Income Statement information for the Trading Companies that the Partnership invests in for the three and six months ended June 30, 2013 and 2012, respectively, in accordance with Rule 3-09 of Regulation S-X, as follows:

For the Three Months Ended June 30, 2013	Investment Income/(Loss)	Net   Investment Loss	Total Trading Results	Net Income/(Loss)
	$	$	$	$
TT II, LLC	–	(2,781,052)	(13,700,057)	(16,481,109)
Rotella I, LLC	–	(34,392)	(226,763)	(261,155)
Boronia I, LLC	–	(1,623,230)	6,619,435	4,996,205
Kaiser I, LLC	–	(1,392,739)	5,502,270	4,109,531

For the Six Months Ended June 30, 2013	Investment Income/(Loss)	Net   Investment Loss	Total Trading Results	Net Income/(Loss)
	$	$	$	$
TT II, LLC	–	(5,556,211)	(8,726,889)	(14,283,100)
WNT I, LLC	–	(99,714)	487,531	387,817
Kaiser I, LLC	–	(1,913,887)	6,543,598	4,629,711
Chesapeake I, LLC	–	(83,655)	204,061	120,406
Rotella I, LLC	–	(72,525)	45,182	(27,343)
Augustus I, LLC	–	(179,786)	571,830	392,044
Boronia I, LLC	–	(2,408,803)	7,018,033	4,609,230

- 17 -

LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended June 30, 2012	Investment Income/(Loss)	Net   Investment Loss	Total Trading Results	Net Income/(Loss)
	$	$	$	$
TT II, LLC	(7,840)	(3,788,113)	21,151,890	17,363,777
WNT I, LLC	(273)	(63,649)	(540,047)	(603,696)
Chesapeake I, LLC	169	(84,135)	(1,036,491)	(1,120,626)
Rotella I, LLC	(293)	(31,549)	(237,996)	(269,545)
Kaiser I, LLC	(398)	(54,647)	515,658	461,011

For the Six Months Ended June 30, 2012	Investment Income/(Loss)	Net   Investment Loss	Total Trading Results	Net Income/(Loss)
	$	$	$	$
TT II, LLC	1,279	(6,505,317)	38,923,255	32,417,938
WNT I, LLC	(58)	(125,754)	(626,667)	(752,421)
Chesapeake I, LLC	622	(163,498)	(1,679,033)	(1,842,531)
Rotella I, LLC	(311)	(64,551)	(517,099)	(581,650)
Augustus I, LLC	(1,679)	(112,249)	704,646	592,397

6.  Other Pronouncements

In June 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-08, “Financial Services – Investments Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements”.  ASU 2013-08 changes the approach to the investment company assessment, requires non-controlling ownership interests in other investment companies to be measured at fair value, and requires additional disclosures about the investment company’s status as an investment company.  The amendments are effective for interim and annual reporting periods beginning after December 15, 2013.  The Partnership is currently evaluating the impact this pronouncement would have on the financial statements.

- 18 -

LV FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)

7.  Income Taxes

No provision for income taxes has been made in the accompanying financial statements, as limited partners are individually responsible for reporting income or loss based upon their respective share of the Partnership’s revenues and expenses for income tax purposes.  The Partnership files U.S. federal and state tax returns.

The guidance issued by the FASB on income taxes clarifies the accounting for uncertainty in income taxes recognized in the Partnership's financial statements, and prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken.  The Partnership has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements as of June 30, 2013 and December 31, 2012.  If applicable, the Partnership recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statements of Income and Expenses.  Generally, the 2009 through 2012 tax years remain subject to examination by U.S. federal and most state tax authorities.  No income tax returns are currently under examination.

8.  Subsequent Events

Management of Ceres performed its evaluation of subsequent events through the date of filing, and has determined that there were no subsequent events requiring adjustment of or disclosure in the financial statements.

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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

As of June 30, 2013, the percentage of assets allocated to each market sector was approximately as follows:  Interest Rate 14.3%; Currency 32.0%; Equity 19.6%; and Commodity 34.1%.

Liquidity.  MS&Co. and its affiliates act as custodians of each Trading Company’s assets pursuant to customer agreements and foreign exchange customer agreements.  The Partnership allocates substantially all of its assets to multiple Trading Companies. Such assets are deposited in the Trading Companies’ trading accounts with MS&Co. or its affiliates.  The funds in such accounts are available for margin and are used to engage in Futures Interest trading pursuant to instructions provided by the Trading Advisors.  The assets are held in either non-interest bearing bank accounts or in securities and instruments permitted by the Commodity Futures Trading Commission for investment of customer segregated or secured funds.  Since the Partnership’s sole purpose is to trade Futures Interests indirectly through the investment in the Trading Companies, it is expected that the Trading Companies will continue to own such liquid assets for margin purposes.

The Trading Companies’ investment in Futures Interests may, from time to time, be illiquid.  Most U.S. futures exchanges limit fluctuations in prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.”  Trades may not be executed at prices beyond the daily limit.  If the price for a particular futures or options contract has increased or decreased by an amount equal to the daily limit, positions in that futures or options 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 Trading Companies from promptly liquidating their futures or options contracts and result in restrictions on redemptions.

- 20 -

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 Trading Companies from trading in potentially profitable markets or prevent the Trading Companies 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.

There are no known material 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.

As of June 30, 2013, approximately 76.07% of the Partnership’s total investment exposure is futures contracts which are exchange-traded while approximately 23.93% is forward contracts which are off-exchange traded.

Capital Resources.  The Partnership does not have, nor does it expect to have, any capital assets.   Redemptions, exchanges, and sales of Units in the future will affect the amount of funds available for investments in Futures Interests in subsequent periods.  It is not possible to estimate the amount, and therefore the impact, of future inflows and outflows of Units.

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.

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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 commitment to make future payments that would affect its liquidity or capital resources.

Results of Operations

General.  The Partnership’s results depend on the Trading Advisors and the ability of each Trading Advisor’s trading program to take advantage of price movements in the futures, forward and options markets.  The following presents a summary of the Partnership’s operations for the three and six months ended June 30, 2013 and 2012, and a general discussion of its trading activities during each period.  It is important to note, however, that the Trading Advisors trade in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisors or will be profitable in the future.  Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisors’ trading activities on behalf of the Partnership during the period in question.  Past performance is no guarantee of future results.

As of June 30, 2013 and March 31, 2013, the allocations between the Trading Companies were as follows:

Trading Company	Allocation as of 6/30/2013  %	Allocation as of 3/31/2013 %
Augustus I, LLC	17.10	13.25
Kaiser I, LLC	7.25	7.05
Rotella I, LLC	16.30	13.60
TT II, LLC	33.30	28.50
WNT I, LLC	17.15	18.25
Boronia I, LLC	8.90	7.75
Chesapeake I, LLC	–	11.60

- 22 -

The Partnership’s results of operations set forth in the financial statements on pages 2 through 19 of this report are prepared in accordance with U.S. GAAP, which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following:  the contracts that the Trading Companies trade are accounted for on a trade-date basis and marked to market on a daily basis.  The difference between their original contract value and fair value is recorded on the Statements of Income and Expenses as “Net change in unrealized appreciation (depreciation) on investments” for open contracts, and recorded as “Realized” when open positions are closed out.  The sum of these amounts constitutes the Trading Companies’ trading results.  The fair value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day.  The value of a foreign currency forward contract is based on the spot rate as of approximately 3:00 P.M. (E.T.), the close of the business day.

Ceres believes that, based on the nature of the operations of the Partnership, no assumptions relating to the application of critical accounting policies other than those presently used could reasonably affect reported amounts.

For the Three and Six Months Ended June 30, 2013

The Partnership recorded total realized/net change in unrealized depreciation on investments of $(308,554) and expenses totaling $225,411, resulting in a net loss of $533,965 for the three months ended June 30, 2013.  The Partnership’s net asset value per Unit by share Class is provided in the table below.

- 23 -

Share Class	NAV at 6/30/13	NAV at 3/31/13
A	$889.90	$908.89
B	$916.67	$935.05
C	$944.23	$961.96
D*	–	–
Z	$1,001.83	$1,018.07

* Class D Units were converted to Class Z Units on March 1, 2013 at the discretion of the General Partner.

During the second quarter, the Partnership posted a loss in Net Asset Value per Unit as losses in energies, interest rates, agriculturals, and currencies offset gains in metals and stock indices. The most significant losses were incurred within the energy complex during May from long positions in natural gas futures as prices declined towards the end of the month on forecasts of mild weather and bigger-than-expected inventories in the U.S. Within the global interest rate sector, losses were recorded primarily during May from long positions in U.S. and European fixed income futures as prices moved lower following a positive U.S. employment report and a rise in German sentiment. Within the agricultural complex, losses were experienced primarily during April from short positions in sugar futures as prices rose on concern of harvest delays in Brazil, the world’s top sugar producer. Losses were also incurred within the currency markets, primarily during June, from long positions in the British pound, euro, and Swiss franc versus the U.S. dollar as the value of these European currencies moved lower relative to the U.S. dollar during the latter half of the month on concern of weakness in European economies. The Partnership’s losses for the quarter were offset by gains achieved within the metals sector throughout the majority of the quarter from short positions in gold and silver futures as prices fell on fears Cyprus and other crisis-hit countries may be forced to sell their gold reserves and on speculation the U.S. Federal Reserve may scale back its monetary stimulus program. Within the global stock index markets, gains were experienced during April and May from long positions in U.S. and European equity index futures as prices rose after gauges of U.S. leading economic indicators and consumer sentiment advanced more than estimated.

- 24 -

The Partnership recorded total realized/net change in unrealized appreciation on investments of $520,887 and expenses totaling $473,983, resulting in net income of $46,904 for the six months ended June 30, 2013.  The Partnership’s net asset value per Unit by share Class is provided in the table below.

Share Class	NAV at 6/30/13	NAV at 12/31/12
A	$889.90	$893.04
B	$916.67	$917.60
C	$944.23	$942.83
D	–	$956.28
Z	$1,001.83	$995.36

During the first six months of the year, the Partnership recorded a loss in Net Asset Value per Unit as losses across the global interest rate, energy, and agricultural sectors offset gains in stock indices, metals, and currencies. The most significant losses were incurred within the global interest rate sector during January and May. During January, long positions in U.S. and European fixed income futures resulted in losses as prices fell amid positive economic reports and after European Central Bank President Mario Draghi said the euro-area economy should gradually recover this year. During May, losses were recorded from long positions in U.S. and European fixed income futures as prices moved lower following a positive U.S. employment report and a rise in German sentiment. Within the energy markets, losses were experienced during February from long futures positions in crude oil and its related products as prices fell sharply following news that the U.S. economy grew less than economists expected and manufacturing expanded less than forecast in China and contracted in Europe. Additional energy losses were incurred during May from long positions in natural gas futures as prices declined towards the end of the month on forecasts of mild weather and bigger-than-expected inventories in the U.S. Within the agricultural complex, losses were experienced primarily during January from short positions in corn futures as prices advanced on concern that drier weather will deplete soil moisture in South America and increase stress on

- 25 -

crops. The Partnership’s losses during the first six months of the year were offset by gains achieved within the global stock index markets during January from long positions in U.S., Pacific Rim, and European equity index futures as prices moved higher after German business confidence improved, economic reports in the U.S. and China beat estimates, and a weaker yen boosted Japan’s exports. Additional gains were recorded in this sector during April and May from long positions in U.S. and European equity index futures as prices rose after gauges of U.S. leading economic indicators and consumer sentiment advanced more than estimated. Within the metals complex, gains were experienced throughout the majority of the second quarter from short positions in gold and silver futures as prices fell on fears Cyprus and other crisis-hit countries may be forced to sell their gold reserves and on speculation the U.S. Federal Reserve may scale back its monetary stimulus program. Within the currency markets, gains were achieved primarily during January from short positions in the Japanese yen versus the U.S. dollar, euro, and Australian dollar as the value of the yen declined on speculation the Bank of Japan will ease monetary policy further.

For the Three and Six Months Ended June 30, 2012

The Partnership recorded total realized/net change in unrealized depreciation on investments of $(552,697) and expenses totaling $349,389, resulting in a net loss of $902,086 for the three months ended June 30, 2012.  The Partnership’s net asset value per Unit by share Class is provided in the table below.

Share Class	NAV at 6/30/12	NAV at 3/31/12
A	$933.58	$954.33
B	$956.84	$976.88
C	$980.68	$999.95
D	$992.95	$1,011.82
Z	$1,030.12	$1,047.72

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The most significant trading losses were incurred within the global stock index markets during April and May from long positions in U.S. and European equity index futures as prices declined amid an unexpected rise in the U.S. unemployment rate and weakening economic data from China and Europe. Within the energy sector, losses were recorded during May from long futures positions in crude oil and its related products as prices declined after crude stockpiles increased in the U.S., the world’s largest energy consumer. Additional losses were experienced in energies during June from short positions in natural gas futures as prices advanced to the highest level since January on forecasts of above-normal temperatures across the U.S. Within the currency markets, losses were recorded during June from short positions in the euro, Swedish krona, and Swiss franc versus the U.S. dollar as the value of these European currencies increased against the U.S. dollar after European Union leaders eased terms on Spanish bank loans and moved towards resolving the region’s debt crisis. Losses were also incurred within the agricultural complex during June from short positions in corn futures as prices rose after inventories dropped and on speculation that hot, dry weather will increase stress on crops in the U.S. A portion of the Partnership’s losses during the quarter was offset by gains achieved within the global interest rate sector during April and May from long positions in European and U.S. fixed income futures as prices advanced after Standard & Poor’s cut Spain’s credit rating and Greece failed to form a unified government, adding to concern that central banks and politicians are failing to contain the European debt crisis. Within the metals markets, gains were experienced during May from short positions in silver futures as prices moved lower amid a rise in the value of the U.S. dollar, which diminished demand for the precious metal.

The Partnership recorded total realized/net change in unrealized depreciation on investments of $(400,866) and expenses totaling $728,807, resulting in a net loss of $1,129,673 for the six months ended June 30, 2012.  The Partnership’s net asset value per Unit by share Class is provided in the table below.

- 27 -

Share Class	NAV at 6/30/12	NAV at 12/31/11
A	$933.58	$959.86
B	$956.84	$981.31
C	$980.68	$1,003.23
D	$992.95	$1,014.52
Z	$1,030.12	$1,048.53

The most significant trading losses were incurred within the agricultural complex during January and June. In January, long positions in corn futures resulted in losses as prices fell sharply early in the month after favorable weather boosted crop prospects in South America. During June, newly established short positions in corn futures recorded losses as prices rose after inventories dropped and on speculation that hot, dry weather will increase stress on crops in the U.S. Within the currency markets, losses were experienced during March from long positions in the Australian dollar, New Zealand dollar, and South African rand versus the U.S. dollar as the value of these commodity-linked currencies fell against the U.S. dollar after concern over earnings in China reduced demand for higher-yielding currency assets. Additional currency losses were recorded in June from short positions in the euro, Swedish krona, and Swiss franc versus the U.S. dollar as the value of these European currencies increased against the U.S. dollar after European Union leaders eased terms on Spanish bank loans and moved towards resolving the region’s debt crisis. Within the global stock index sector, losses were incurred during April and May from long positions in U.S. and European equity index futures as prices rose on mounting concern about the European debt crisis. Losses were also recorded within the metals markets during March from long positions in gold and silver futures as prices moved lower amid a rise in the value of the U.S. dollar, which reduced demand for the precious metals. Meanwhile, additional losses in metals trading were incurred during April from short positions in copper futures as prices advanced during the second half of the month after pending sales of U.S. homes rose more than forecast. Lastly, losses were experienced within the

- 28 -

energy sector during May from long futures positions in crude oil and its related products as prices declined after crude stockpiles increased in the U.S., the world’s largest energy consumer. Additional losses were experienced in energies during June from short positions in natural gas futures as prices advanced to the highest level since January on forecasts of above-normal temperatures across the U.S. A portion of the Partnership’s losses for the first half of the year was offset by gains achieved within the global interest rate sector during April and May from long positions in European and U.S. fixed income futures as prices advanced after Standard & Poor’s cut Spain’s credit rating and Greece failed to form a unified government, adding to concern that central banks and politicians are failing to contain the European debt crisis.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

All of the Partnership’s assets are subject to the risk of trading loss through its investments in the Trading Companies, each of which invests substantially all of its assets in the trading program of an unaffiliated Trading Advisor. The market-sensitive instruments held by the Trading Companies are acquired for speculative trading purposes, and substantially all of the respective Trading Companies’ 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 Trading Companies’ main line of business.

The futures, forwards and options traded by the Trading Companies involve varying degrees of related market risk.  Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities.  These factors result in frequent

- 29 -

changes in the fair value of the Trading Companies’ open positions, and consequently in their earnings, whether realized or unrealized, and cash flow.  Gains and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts and forward currency options contracts are settled daily through variation margin.  Gains and losses on off-exchange-traded forward currency contracts and forward currency options contracts are settled upon termination of the contract.

 The total market risk of the respective Trading Companies may increase or decrease as it is influenced by a wide variety of factors, including, but not limited to, the diversification among the Trading Companies’ open positions, the volatility present within the markets, and the liquidity of the markets.

The face value of the market sector instruments held by the Trading Companies is typically many times the applicable margin requirements.  Margin requirements generally range between 2% and 15% of contract face value.  Additionally, the use of leverage causes the face value of the market sector instruments held by the Trading Companies typically to be many times the total capitalization of the Trading Companies.

The Partnership’s and the Trading Companies’ past performance are no guarantee of their future results.  Any attempt to numerically quantify the Trading Companies’ market risk is limited by the uncertainty of their speculative trading.  The Trading Companies’ speculative trading and use of leverage may cause future losses and volatility (i.e., “risk of ruin”) that far exceed the Trading Companies’ experiences to date as discussed under the “Trading Companies’ Value at Risk in Different Market Sectors” section and significantly exceed the Value at Risk (“VaR”) tables disclosed below.

- 30 -

Limited partners will not be liable for losses exceeding the current net asset value of their investment.

Quantifying the Trading Companies’ Trading Value at Risk

The following quantitative disclosures regarding the Trading Companies’ market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). 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 Trading Companies account for open positions on the basis of fair value accounting principles. Any loss in the market value of the Trading Companies’ open positions is directly reflected in the Trading Companies’ earnings and cash flow.

The Trading Companies’ risk exposure in the market sectors traded by the Trading Advisors is estimated below in terms of VaR.  Please note that the VaR model is used to quantify market risk for historic reporting purposes only and is not utilized by either Ceres or the Trading Advisors in their daily risk management activities.

VaR is a measure of the maximum amount which each Trading Company could reasonably be expected to lose in a given market sector.  However, the inherent uncertainty of each Trading Company’s speculative trading and the recurrence in the markets traded by the Trading Companies of market

- 31 -

movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated VaR of each Trading Company’s experience to date (i.e., “risk of ruin”).  In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Trading Companies’ losses in any market sector will be limited to VaR or by the Trading Companies’ attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Trading Companies as the measure of its VaR.  Maintenance 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.  Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to VaR.

The Trading Companies’ Value at Risk in Different Market Sectors

As of June 30, 2013, Kaiser I, LLC’s total capitalization was $51,975,367.  The Partnership owned approximately 3% of Kaiser I, LLC.

June 30, 2013

		% of Total
Market Sector	VaR	Capitalization
Currency	$932,712	1.79
Interest Rate	2,309,551	4.44
Equity	2,105,304	4.05
Commodity	678,055	1.30
Total	$6,025,622	11.58

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    Three Months Ended June 30, 2013

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	3,308,368	135,294	1,177,805
Interest Rate	3,440,358	498,254	1,698,086
Equity	6,323,135	643,052	2,535,146
Commodity	884,655	72,405	416,504

* Average of month-end VaR

As of June 30, 2013, TT II, LLC’s total capitalization was $511,785,633. The Partnership owned approximately 2% of TT II, LLC.

  June 30, 2013  

		% of Total
Market Sector	VaR	Capitalization
Currency	$11,435,048	2.23
Interest Rate	4,922,338	0.96
Equity	7,305,956	1.43
Commodity	18,115,042	3.54
Total	$41,778,384	8.16

    Three Months Ended June 30, 2013

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	19,811,113	5,474,243	12,888,139
Interest Rate	25,815,930	4,595,037	17,716,864
Equity	18,185,326	6,586,655	14,000,327
Commodity	22,878,194	14,327,064	17,955,937

* Average of month-end VaR

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As of June 30, 2013, Rotella I, LLC’s total capitalization was $5,797,250. The Partnership owned approximately 69% of Rotella I, LLC.

June 30, 2013

		% of Total
Market Sector	VaR	Capitalization
Currency	$140,494	2.42
Interest Rate	61,998	1.07
Equity	99,476	1.72
Commodity	86,608	1.49
Total	$388,576	6.70

    Three Months Ended June 30, 2013

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	254,436	74,405	175,110
Interest Rate	364,042	29,327	204,702
Equity	327,785	97,809	243,042
Commodity	129,823	41,841	82,877

* Average of month-end VaR

As of June 30, 2013, Augustus I, LLC’s total capitalization was $14,822,169.  The Partnership owned approximately 28% of Augustus I, LLC.

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June 30, 2013

		% of Total
Market Sector	VaR	Capitalization
Currency	$229,604	1.55
Interest Rate	14,616	0.10
Total	$244,220	1.65

               Three Months Ended June 30, 2013

Market Sector	High VaR    $	Low VaR $	Average VaR* $
Currency	538,059	229,314	294,215
Interest Rate	34,044	–	11,885

* Average of month-end VaR

As of June 30, 2013, Boronia I, LLC’s total capitalization was $62,720,045. The Partnership owned approximately 3% of Boronia I, LLC.

June 30, 2013

		% of Total
Market Sector	VaR	Capitalization
Currency	$1,410,750	2.25
Interest Rate	1,230,941	1.96
Equity	834,379	1.33
Commodity	3,121,422	4.98
Total	$6,597,492	10.52

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                                              Three Months Ended June 30, 2013

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	3,314,191	547,653	1,388,363
Interest Rate	3,162,046	860,778	1,790,679
Equity	3,949,064	661,910	1,951,564
Commodity	4,529,504	1,693,205	3,058,275

* Average of month-end VaR

As of June 30, 2013, WNT I, LLC’s total capitalization was $6,124,775.  The Partnership owned approximately 69% of WNT I, LLC.

June 30, 2013

		% of Total
Market Sector	VaR	Capitalization
Currency	$285,129	4.66
Interest Rate	40,430	0.66
Equity	134,136	2.19
Commodity	250,199	4.09
Total	$709,894	11.60

    Three Months Ended June 30, 2013

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	323,058	221,957	247,991
Interest Rate	263,215	40,430	184,822
Equity	350,175	128,715	234,825
Commodity	250,199	117,485	168,285

* Average of month-end VaR

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As of June 30, 2013, Chesapeake I, LLC’s total capitalization was $0.  Effective June 30, 2013, Chesapeake I, LLC was terminated as a Trading Advisor to the Partnership.

                                   Three Months Ended June 30, 2013

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	329,855	–	262,492
Interest Rate	192,000	–	145,047
Equity	724,733	–	651,276
Commodity	784,059	–	636,446

* Average of month-end VaR

As of December 31, 2012, Chesapeake I, LLC’s total capitalization was $11,573,391.  The Partnership owned approximately 38% of Chesapeake I, LLC.

December 31, 2012

Primary Market		% of
Risk Category	VaR	Total Capitalization
Currency	$404,917	3.50
Interest Rate	335,583	2.90
Equity	785,203	6.78
Commodity	881,948	7.62
Total	$2,407,651	20.80

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Twelve Months Ended December 31, 2012

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	460,983	227,842	344,791
Interest Rate	421,156	201,281	320,623
Equity	795,284	158,395	476,526
Commodity	1,106,623	576,110	912,448

* Average of month-end VaR

As of December 31, 2012, Kaiser I, LLC’s total capitalization was $7,455,921.  The Partnership owned approximately 43% of Kaiser I, LLC.

December 31, 2012

		% of Total
Market Sector	VaR	Capitalization
Currency	$23,049	0.31
Interest Rate	3,459	0.05
Equity	129,192	1.73
Total	$155,700	2.09

Twelve Months Ended December 31, 2012

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	521,285	258	138,683
Interest Rate	399,602	–	121,015
Equity	856,581	–	139,546
Commodity	137,073	–	37,418

* Average of month-end VaR

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As of December 31, 2012, TT II, LLC’s total capitalization was $510,360,229.  The Partnership owned approximately 2% of TT II, LLC.

December 31, 2012

		% of Total
Market Sector	VaR	Capitalization
Currency	$23,189,886	4.54
Interest Rate	19,215,839	3.77
Equity	17,602,639	3.45
Commodity	22,355,094	4.38
Total	$82,363,458	16.14

Twelve Months Ended December 31, 2012

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	41,325,209	8,600,405	21,558,410
Interest Rate	35,683,131	8,280,746	22,479,992
Equity	20,130,770	4,231,868	12,999,235
Commodity	26,447,811	11,600,669	18,814,310

* Average of month-end VaR

As of December 31, 2012, Rotella I, LLC’s total capitalization was $4,795,730.  The Partnership owned approximately 71% of Rotella I, LLC.

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December 31, 2012

		% of Total
Market Sector	VaR	Capitalization
Currency	$191,053	3.98
Interest Rate	136,189	2.84
Equity	288,745	6.02
Commodity	52,671	1.10
Total	$668,658	13.94

Twelve Months Ended December 31, 2012

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	373,337	109,557	235,656
Interest Rate	373,496	85,246	205,973
Equity	449,114	65,648	230,244
Commodity	182,129	33,706	112,448

* Average of month-end VaR

As of December 31, 2012, Augustus I, LLC’s total capitalization was $8,493,083.  The Partnership owned approximately 29% of Augustus I, LLC.

December 31, 2012

		% of Total
Market Sector	VaR	Capitalization
Currency	$243,718	2.87
Total	$243,718	2.87

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Twelve Months Ended December 31, 2012

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	2,984,508	242,834	868,132
Interest Rate	222,112	–	73,876
Equity	1,000,000	–	5,571

* Average of month-end VaR

As of December 31, 2012, GLC I, LLC’s total capitalization was $7,173,981.  The Partnership owned approximately 33% of GLC I, LLC.

December 31, 2012

		% of Total
Market Sector	VaR	Capitalization
Currency	$521,574	7.27
Interest Rate	92,337	1.29
Equity	76,130	0.54
Total	$690,041	9.10

Twelve Months Ended December 31, 2012

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	915,618	64,476	521,537
Interest Rate	386,741	–	93,360
Equity	2,045,803	–	91,432
Commodity	236,250	–	1,354

* Average of month-end VaR

As of December 31, 2012, WNT I, LLC’s total capitalization was $10,023,479.  The Partnership owned approximately 71% of WNT I, LLC.

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December 31, 2012

		% of Total
Market Sector	VaR	Capitalization
Currency	$528,259	5.27
Interest Rate	305,078	3.04
Equity	482,073	4.81
Commodity	168,941	1.69
Total	$1,484,351	14.81

Twelve Months Ended December 31, 2012

Market Sector	High VaR $	Low VaR $	Average VaR* $
Currency	676,272	316,730	470,415
Interest Rate	687,293	225,412	469,729
Equity	504,132	89,555	306,720
Commodity	442,465	165,035	346,418

* Average of month-end VaR.

Limitations on Value at Risk as an Assessment of Market Risk

VaR models permit estimation of a portfolio’s aggregate market risk exposure, incorporating a range of varied market risks, reflect risk reduction due to portfolio diversification or hedging activities, and can cover a wide range of portfolio assets.  However, VaR risk measures should be viewed in light of the methodology’s limitations, which include, but may not be limited to, the following:

·   past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements;

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·   changes in portfolio value caused by market movements may differ from those of the VaR model;

·   VaR results reflect past market fluctuations applied to current  trading positions, while future risk depends on future positions;

·   VaR using a one-day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and

·   the historical market risk factor data used for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements.

Non-Trading Risk

The Trading Companies have non-trading market risk on their foreign cash balances not needed for margin. These balances and any market risk they may represent are immaterial.

A decline in short-term interest rates would result in a decline in the Trading Companies’ cash management income.  This cash flow risk is not considered to be material.

Materiality, as used throughout this section, is based on an assessment of reasonably possible market movements and any associated potential losses, taking into account the leverage, optionality, and multiplier features of the Trading Companies’ market-sensitive instruments, in relation to the Trading Companies’ net assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership’s market risk exposures – except for (A)

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 those disclosures that are statements of historical fact and (B) the descriptions of how the Partnership manages its primary market risk exposures – constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  The Partnership’s primary market risk exposures, as well as the strategies used and to be used by Ceres and the Trading Advisors for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies.  Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation, and many other factors could result in material losses, as well as in material changes to the risk exposures and the risk management strategies of the Partnership.

Investors must be prepared to lose all or substantially all of their investment in the Partnership.

Item 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the management of Ceres, at the time this quarterly report was filed, Ceres’ President (Ceres’ principal executive officer) and Chief Financial Officer (Ceres’ principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2013.  The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that information the Partnership is required to disclose in the reports that

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the Partnership files or submits under the Exchange Act are recorded, processed, summarized and reported within the time period specified in the applicable rules and forms.  Based on this evaluation, the President and Chief Financial Officer of Ceres have concluded that the disclosure controls and procedures of the Partnership were effective at June 30, 2013.

Changes in Internal Control over Financial Reporting

There have been no changes during the period covered by this quarterly report in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect the Partnership’s internal control over financial reporting.

Limitations on the Effectiveness of Controls

Any control system, no matter how well designed and operated, can provide reasonable (not absolute) assurance that its objectives will be met.  Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

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PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

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 Securities and Exchange Commission as required by the Securities Exchange Act of 1934, 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 2012, 2011, 2010, 2009, and 2008.

In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and MS&Co. has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution.  Certain of the 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, in investigations and proceedings by governmental and/or regulatory agencies or self-regulatory organizations, certain of which may result in

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adverse judgments, fines or penalties.  The number of these investigations and proceedings has increased in recent years with regard to many financial services institutions, including Morgan Stanley and MS&Co.

MS&Co. is a Delaware corporation 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):

On June 2, 2009, Morgan Stanley executed a final settlement with the Office of the New York State Attorney General (“NYAG”) in connection with its investigation relating to the sale of auction-rate securities (“ARS”).  Morgan Stanley agreed, among other things to: (1) repurchase at par illiquid ARS that were purchased by certain retail clients prior to February 13, 2008; (2) pay certain retail clients that sold ARS below par the difference between par and the price at which the clients sold the securities; (3) arbitrate, under special procedures, claims for consequential damages by certain retail clients; (4) refund refinancing fees to certain municipal issuers of ARS; and (5) pay a total penalty of $35 million.  On August 13, 2008, Morgan Stanley reached an agreement in principle on substantially the same terms with the Office of the Illinois Secretary of State, Securities Department (on behalf of a task force of other states under the auspices of the North American Securities Administrators Association) that would settle their investigations into the same matters.

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On June 5, 2012, the Company consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by the CFTC to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (“EFRP”).  Specifically, the CFTC found that from April 2008 through October 2009, the Company violated Section 4c(a) of the Commodity Exchange Act and Commission Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position.  In addition, the CFTC found that the Company violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and failing to have adequate policies and procedures designed to detect and deter the violations of the Act and Regulations.  Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, the Company accepted and consented to entry of findings and the imposition of a cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine.  The Company entered into corresponding and related settlements with the CME and CBOT in which the CME found that the Company violated CME Rules 432.Q and 538 and fined the Company $750,000 and CBOT found that the Company violated CBOT Rules 432.Q and 538 and fined the Company $1,000,000.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed two complaints against the Company and other defendants in the Superior Court of the State of California. These actions are styled Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al., and Federal

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Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints filed on June 10, 2010 allege that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by the Company in these cases was approximately $704 million and $276 million, respectively. The complaints raise claims under both the federal securities laws and California law and seek, among other things, to rescind the plaintiff’s purchase of such certificates. On July 29, 2011 and September 8, 2011, the court presiding over both actions sustained defendants’ demurrers with respect to claims brought under the Securities Act of 1933, as amended, and overruled defendants’ demurrers with respect to all other claims. At June 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $345 million, and the certificates had incurred actual losses of approximately $2.8 million. Based on currently available information, the Company believes it could incur a loss for this action up to the difference between the $345 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs.

The Company 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.

On July 9, 2010 and February 11, 2011, Cambridge Place Investment Management Inc. filed two separate complaints against the Company and other defendants in the Superior Court of the Commonwealth of

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Massachusetts, both styled Cambridge Place Investment Management Inc. v. Morgan Stanley & Co., Inc., et al. The complaints assert claims on behalf of certain clients of plaintiff’s affiliates and allege that defendants made untrue statements and material omissions in the sale of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by the Company or sold to plaintiff’s affiliates’ clients by the Company in the two matters was approximately $263 million. Plaintiff filed amended complaints on October 14, 2011, which raise claims under the Massachusetts Uniform Securities Act and seek, among other things, to rescind the plaintiff’s purchase of such certificates. On November 22, 2011, defendants filed a motion to dismiss the amended complaints. On March 12, 2012, the court denied defendants’ motion to dismiss with respect to plaintiff’s standing to bring suit. Defendants sought interlocutory appeal from that decision on April 11, 2012. On April 26, 2012, defendants filed a second motion to dismiss for failure to state a claim upon which relief can be granted, which the court denied, in substantial part, on October 2, 2012. At June 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $216 million, and the certificates had incurred actual losses of approximately $109 million. Based on currently available information, the Company believes it could incur a loss for these actions of up to the difference between the $216 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company 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.

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On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against the Company, which is styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al. and is

pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY, NY County”). The complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that the Company misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that the Company knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court presiding over this action denied the Company’s motion to dismiss the complaint and on March 21, 2011, the Company appealed that order.  On July 7, 2011, the appellate court affirmed the lower court’s decision denying the motion to dismiss. Based on currently available information, the Company believes it could incur a loss of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.

On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against the Company and other defendants in the Circuit Court of the State of Illinois styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. The complaint alleges 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. The total amount of certificates allegedly sold to plaintiff by the Company in this action was approximately $203 million. The

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complaint raises claims under Illinois law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On March 24, 2011, the court granted plaintiff leave to file an amended complaint. The defendants’ motion to dismiss the amended complaint was denied on September 19, 2012. The Company filed its answer on December 21, 2012. At June 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $100 million and certain certificates had incurred actual losses of approximately $1 million. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $100 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company 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.

On July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against the Company and other defendants in the Court of Common Pleas in Ohio, styled Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to plaintiffs by the Company was approximately $153 million. The amended complaint raises claims under the Ohio Securities Act, federal securities laws, and common law and seeks, among other things, to rescind the plaintiffs’ purchases of such certificates. On May 21, 2012, the Company filed a motion to dismiss the amended complaint, which motion was denied on August 3, 2012. The court has set a trial

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date in May 2015. At June 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $121 million, and the certificates had incurred actual losses of approximately $1 million. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $121 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus post-judgment interest, fees and costs. The Company may be entitled to an offset for interest received by the plaintiff prior to a judgment.

On September 2, 2011, the Federal Housing Finance Agency (“FHFA”), as conservator for Fannie Mae and Freddie Mac, filed 17 complaints against numerous financial services companies, including the Company. A complaint against the Company and other defendants was filed in the Supreme Court of NY, styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to Fannie Mae and Freddie Mac of residential mortgage pass-through certificates with an original unpaid balance of approximately $11 billion. The complaint raises claims under federal and state securities laws and common law and seeks, among other things, rescission and compensatory and punitive damages. On September 26, 2011, defendants removed the action to the United States District Court for the Southern District of New York. On July 13, 2012, the Company filed a motion to dismiss the complaint, which motion was denied in large part on November 19, 2012. Trial is currently scheduled to begin in January 2015. At June 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $2.86 billion, and the certificates had incurred actual losses of approximately $59 million. Based on currently available information, the Company believes it could

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incur a loss in this action up to the difference between the $2.86 billion unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company 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.

On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against the Company and certain affiliates in the Supreme Court of NY styled Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company was approximately $758 million. The amended complaint raises common law claims of fraud, fraudulent inducement, and aiding and abetting fraud and seeks, among other things, rescission, compensatory and/or rescissionary damages, as well as punitive damages, associated with plaintiffs’ purchases of such certificates. On September 21, 2012, the Company filed a motion to dismiss the amended complaint, which was granted in part and denied in part on July 16, 2013. Following that decision, the total amount of certificates allegedly sponsored, underwritten and/or sold by the Company was approximately $656 million. At June 25, 2013, the current unpaid balance of the mortgage pass-through certificates remaining at issue in this case was approximately $369 million, and the certificates incurred actual losses of approximately $28.3 million. Based on currently available information, the Company believes it could incur a loss up to the difference between the $369 million unpaid balance of these certificates (plus any

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losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company 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.

On April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against the Company and certain affiliates in the Superior Court of the State of New Jersey styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company is approximately $1 billion. The complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud and tortious interference with contract and seeks, among other things, compensatory damages, punitive damages, rescission and rescissionary damages associated with plaintiffs’ purchases of such certificates. On October 16, 2012, plaintiffs filed an amended complaint which, among other things, increases the total amount of the certificates at issue by approximately $80 million, adds causes of action for fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On March 15, 2013, defendants’ motion to dismiss was denied. At June 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $674 million, and the certificates had not yet incurred actual losses. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $674 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a

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judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company 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.

Item 1A.  RISK FACTORS

There have been no material changes from the risk factors previously referenced in the Partnership’s Report on Form 10-K.

Item 2.  UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

Units of the Partnership are sold to persons and entities who are accredited investors as the term is defined in Rule 501(a) of Regulation D.

The aggregate proceeds of securities sold in all share Classes to the limited partners, from inception through June 30, 2013, was $112,915,978.  Since inception, the Partnership received $805,000 in consideration from the sale of Units to the General Partner.

Proceeds of net offering were used for the trading of commodity interests including futures contracts, options, and forward and swap contracts.

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The following chart sets forth the purchases of redeemable Units by the Partnership.

Period	(a) Total Number of Redeemable Units Purchased*	(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
Class A
April 1, 2013 – April 30, 2013	(327.716)	$933.86	N/A	N/A
May 1, 2013 – May 31, 2013	(698.442)	$912.79	N/A	N/A
June 1, 2013 – June 30, 2013	(362.524)	$889.90	N/A	N/A
	(1,388.682)	$911.79

Period	(a) Total Number of Redeemable Units Purchased*	(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
Class B
April 1, 2013 – April 30, 2013	(326.321)	$961.13	N/A	N/A
May 1, 2013 – May 31, 2013	(123.296)	$939.85	N/A	N/A
June 1, 2013 – June 30, 2013	(128.758)	$916.67	N/A	N/A
	(578.375)	$946.70

Period	(a) Total Number of Redeemable Units Purchased*	(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
Class C
April 1, 2013 – April 30, 2013	(291.793)	$989.18	N/A	N/A
May 1, 2013 – May 31, 2013	–	–	N/A	N/A
June 1, 2013 – June 30, 2013	–	–	N/A	N/A
	(291.793)	$989.18

Period	(a) Total Number of Redeemable  Units Purchased*	(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
Class D
April 1, 2013 – April 30, 2013	–	–	N/A	N/A
May 1, 2013 – May 31, 2013	–	–	N/A	N/A
June 1, 2013 – June 30, 2013	–	–	N/A	N/A
	–	–

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Period	(a) Total Number of Redeemable  Units Purchased*	(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
Class Z
April 1, 2013 – April 30, 2013	–	–	N/A	N/A
May 1, 2013 – May 31, 2013	–	–	N/A	N/A
June 1, 2013 – June 30, 2013	–	–	N/A	N/A
	–	–

*

Generally, limited partners are permitted to redeem their Redeemable Units as of the end of each month on three business days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption, although to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for limited partners.

**

Redemptions of Redeemable Units are effected as of the last day of each month at the net asset value per Redeemable Unit as of that day.

Item 4.  MINE SAFETY DISCLOSURES

Not applicable.

Item 5.  OTHER INFORMATION

The Partnership does not have officers or a board of directors. The General Partner of the Partnership is managed by officers and a board of directors.

Effective August 8, 2013, Walter Davis resigned his position as President and Chairman of the Board of Directors of the General Partner. Effective August 8, 2013, Alper Daglioglu was appointed President of the General Partner and Jeremy Beal was appointed Chairman of the Board of Directors of the General Partner. Also effective August 8, 2013, Douglas Ketterer resigned his position as Director of the General Partner.

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Effective September 13, 2013, Damian George will be resigning his position as Chief Financial Officer and Director of the General Partner.  Effective September 13, 2013, Alice Ng will be appointed Chief Financial Officer of the General Partner.

Business background descriptions for the newly appointed officers and director are included below.

Alper Daglioglu, age 36, has been a Director, and listed as a principal, of the General Partner since December 2010.  He was appointed President of the General Partner in August 2013.  Mr. Daglioglu was also appointed Deputy Chief Investment Officer for the Alternative Investments Group at Morgan Stanley Smith Barney LLC, a financial services firm, in August 2013.  Since December 2010, Mr. Daglioglu has been employed by Morgan Stanley Smith Barney LLC where his responsibilities include serving as Executive Director and Chief Investment Officer for Morgan Stanley Smith Barney Managed Futures and serving on the Alternative Investments Product Review Committee of Morgan Stanley Smith Barney LLC’s Alternative Investments Group.  From June 2009 through December 2010, Mr. Daglioglu was employed by Morgan Stanley Smith Barney LLC, where his responsibilities included serving as a Senior Analyst in the Product Origination Group.  From December 2003 through June 2009, Mr. Daglioglu was employed by Morgan Stanley, a financial services firm, where his responsibilities included serving as a Senior Analyst in the Product Origination Group, and serving as the lead investment analyst for Global Macro and Managed Futures strategies within Morgan Stanley Graystone Research Group from February 2007 through June 2009.  Mr. Daglioglu earned his Bachelor of Science degree in Industrial Engineering in June 2000 from Galatasaray University and his Master of Business Administration degree in Finance in May 2003 from the University of Massachusetts-Amherst’s Isenberg School of Management.  Mr.

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Daglioglu was awarded a full merit scholarship and research assistantship at the Center for International Securities and Derivatives Markets during his graduate studies.  In this capacity, he worked with various major financial institutions in performance monitoring, asset allocation and statistical analysis projects and specialized on alternative approaches to risk assessment for hedge funds and managed futures.  Mr. Daglioglu wrote and published numerous research papers on alternative investments.  Mr. Daglioglu is a Chartered Alternative Investment Analyst charter holder.

Jeremy Beal, age 38, has been Chairman of the Board of Directors of the General Partner since August 2013. Since May 2013, Mr. Beal has been employed by Morgan Stanley, a financial services firm, where his responsibilities include serving as the Head of Product Strategy and Development, Global Alternative Investments. Mr. Beal has been a Vice President and Director since June 2013, and listed as a principal since July 2013, of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities. Mr. Beal has also been a Vice President and Director since June 2013, and listed as a principal (pending) since July 2013, of Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. Since January 2013, each of Morgan Stanley GWM Feeder Strategies LLC and Morgan Stanley HedgePremier GP LLC has been registered as a commodity pool operator with the CFTC. Mr. Beal is responsible for general management and oversight with respect to such entities.  Mr. Beal has also been employed by Morgan Stanley Smith Barney Private Management LLC, Morgan Stanley Smith Barney Private Management II LLC, and Morgan Stanley Smith Barney Venture Services LLC, each an investment management company, since June 2013, where his responsibilities include acting as Vice President and Director. From October 2012 through May 2013, he was employed by JE Moody & Company LLC (“JE

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Moody”), a hedge fund and commodity trading advisor, where his responsibilities included acting as the Chief Operating Officer.  Prior to joining JE Moody, Mr. Beal was employed by Morgan Stanley Smith Barney LLC, where his responsibilities included serving as Chief Operating Officer, Global Alternative Investments from July 2009 through September 2012, and acting as Head of Product Development and Management, Alternative Investments for Morgan Stanley from May 2007 through July 2009. From March 2002 through May 2007, Mr. Beal was employed by Morgan Stanley, where his responsibilities included acting as Head of Product Development, Managed Futures for Morgan Stanley from May 2005 through May 2007, and acting as Senior Associate, Managed Futures from March 2002 through May 2005. Mr. Beal earned his Bachelor of Science degree in Business Administration in May 1997 from Pacific University and his Juris Doctor and Master of Business Administration degree in May 2001 from Willamette University.

Alice Ng, age 30, has been employed by Morgan Stanley Smith Barney LLC, a financial services firm, since July 2009, where her responsibilities have included serving as Vice President and managing the accounting, financial reporting and regulatory reporting of managed futures funds. Before joining Morgan Stanley Smith Barney LLC, Ms. Ng was employed by Citigroup Alternative Investments, a financial services firm, from September 2005 through July 2009, where her responsibilities included serving as Vice President responsible for the accounting, financial reporting and regulatory reporting of Citigroup Alternative Investments’ managed futures funds. From August 2004 through September 2005, Ms. Ng was employed by The Bank of New York, a financial services firm, where her responsibilities included performing mutual fund administration for financial services firms. Ms. Ng earned her Bachelor of Science in Finance in 2004 from the State University of New York at Binghamton.

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Item 6.  EXHIBITS

31.01 Certification of President of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Chief Financial Officer of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01 Certification of President of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.02 Certification of Chief Financial Officer of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS* XBRL Instance Document

101.SCH* XBRL Taxonomy Extension Schema Document

101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB* XBRL Taxonomy Extension Label Document

101.PRE* XBRL Taxonomy Extension Presentation Document

101.DEF* XBRL Taxonomy Extension Definition Document

Notes to Exhibits List

* Submitted electronically herewith.

Pursuant to applicable securities laws and regulations, the Partnership is deemed to have complied with the reporting obligation relating to the submission of interactive data files in Exhibit 101 to this report and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Partnership has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LV Futures Fund L.P.
	(Registrant)
	By:	Ceres Managed Futures LLC
		(General Partner)
August 14, 2013	By:	/s/Damian George
		Damian George
		Chief Financial Officer and Director

The General Partner which signed the above is the only party authorized to act for the registrant.  The registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors.

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