Company Quick10K Filing
Ceres Tactical Systematic
10-Q 2020-03-31 Filed 2020-05-11
10-K 2019-12-31 Filed 2020-03-26
10-Q 2019-09-30 Filed 2019-11-07
10-Q 2019-06-30 Filed 2019-08-08
10-Q 2019-03-31 Filed 2019-05-09
10-K 2018-12-31 Filed 2019-03-26
10-Q 2018-09-30 Filed 2018-11-08
10-Q 2018-06-30 Filed 2018-08-09
10-Q 2018-03-31 Filed 2018-05-10
10-K 2017-12-31 Filed 2018-03-28
10-Q 2017-09-30 Filed 2017-11-13
10-Q 2017-06-30 Filed 2017-08-10
10-Q 2017-03-31 Filed 2017-05-11
10-K 2016-12-31 Filed 2017-03-28
10-Q 2016-09-30 Filed 2016-11-10
10-Q 2016-06-30 Filed 2016-08-11
10-Q 2016-03-31 Filed 2016-05-12
10-K 2015-12-31 Filed 2016-03-28
10-Q 2015-09-30 Filed 2015-11-12
10-Q 2015-06-30 Filed 2015-08-12
10-Q 2015-03-31 Filed 2015-05-13
10-K 2014-12-31 Filed 2015-03-30
10-Q 2014-09-30 Filed 2014-11-13
10-Q 2014-06-30 Filed 2014-08-13
10-Q 2014-03-31 Filed 2014-05-14
10-K 2013-12-31 Filed 2014-03-31
10-Q 2013-09-30 Filed 2013-11-14
10-Q 2013-06-30 Filed 2013-08-14
10-Q 2013-03-31 Filed 2013-05-15
10-K 2012-12-31 Filed 2013-03-27
10-Q 2012-09-30 Filed 2012-11-14
10-Q 2012-06-30 Filed 2012-08-14
10-Q 2012-03-31 Filed 2012-05-15
10-K 2011-12-31 Filed 2012-03-30
10-Q 2011-09-30 Filed 2011-11-14
10-Q 2011-06-30 Filed 2011-08-15
10-Q 2011-03-31 Filed 2011-05-16
10-K 2010-12-31 Filed 2011-03-31
10-Q 2010-09-30 Filed 2010-11-12
10-Q 2010-06-30 Filed 2010-08-16
10-Q 2010-03-31 Filed 2010-05-17
10-K 2009-12-31 Filed 2010-03-31
8-K 2020-01-02 Enter Agreement, Exhibits
8-K 2019-08-23 Officers
8-K 2019-06-30 Leave Agreement
8-K 2019-06-01 Enter Agreement, Exhibits
8-K 2019-03-31 Leave Agreement
8-K 2019-03-06 Officers
8-K 2019-02-01 Enter Agreement, Exhibits
8-K 2018-10-25 Enter Agreement, Exhibits
8-K 2018-10-10 Enter Agreement, Exhibits
8-K 2018-09-28 Enter Agreement, Exhibits
8-K 2018-09-15 Officers
8-K 2018-01-19 Enter Agreement, Exhibits
8-K 2018-01-01 Sale of Shares
8-K 2017-12-31 Enter Agreement, Leave Agreement, Other Events, Exhibits

TDFF 10Q Quarterly Report

Part I. Financial Information
Item 1. Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II. Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Mine Safety Disclosures. Not Applicable.
Item 5. Other Information.
Item 6. Exhibits.
EX-31.1 d912585dex311.htm
EX-31.2 d912585dex312.htm
EX-32.1 d912585dex321.htm
EX-32.2 d912585dex322.htm

Ceres Tactical Systematic Earnings 2020-03-31

Balance SheetIncome StatementCash Flow

10-Q 1 d912585d10q.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

OR (  ) 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 000-50718

CERES TACTICAL SYSTEMATIC L.P.

 

 

(Exact name of registrant as specified in its charter)

 

New York

 

13-4224248

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue

New York, New York 10036

 

 

(Address of principal executive offices) (Zip Code)

(855) 672-4468

 

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

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

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

Yes X    No    

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X    No    

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

 

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

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

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

Yes        No X

As of April 30, 2020, 118,269.6078 Limited Partnership Class A Redeemable Units were outstanding, 6,178.4300 Limited Partnership Class D Redeemable Units were outstanding, and 179.1720 Limited Partnership Class Z Redeemable Units were outstanding.


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Ceres Tactical Systematic L.P.

Statements of Financial Condition

 

     March 31,       December 31,    
     2020   2019
          (Unaudited)       

 

Assets:

    

Investment in the Funds(1), at fair value

     $ 42,798,299        $ 63,459,722   

Redemptions receivable from the Funds

     157,136       450,586  
  

 

 

 

 

 

 

 

Equity in trading account:

    

Unrestricted cash

     50,017,744       35,180,793  

Restricted cash

     4,501,844       9,262,539  

Net unrealized appreciation on open futures contracts

     1,148,398       608,575  

Net unrealized appreciation on open forward contracts

     1,354,492       -      
  

 

 

 

 

 

 

 

Total equity in trading account

     57,022,478       45,051,907  
  

 

 

 

 

 

 

 

Interest receivable

     19,346       52,358  
  

 

 

 

 

 

 

 

Total assets

     $ 99,997,259       $ 109,014,573  
  

 

 

 

 

 

 

 

Liabilities and Partners’ Capital:

    

Liabilities:

    

Net unrealized depreciation on open forward contracts

     $ -           $ 192,138  

Accrued expenses:

    

Ongoing selling agent fees

     158,090       172,314  

Management fees

     75,729       91,455  

Incentive fees

     -           220,579  

General Partner fees

     83,014       90,369  

Professional fees

     222,559       207,311  

Redemptions payable to Limited Partners

     1,833,320       1,831,808  
  

 

 

 

 

 

 

 

Total liabilities

     2,372,712       2,805,974  
  

 

 

 

 

 

 

 

Partners’ Capital:

    

General Partner, Class Z, 1,308.8850 Redeemable Units outstanding at March 31, 2020 and December 31, 2019

     1,199,384       1,240,997  

Limited Partners, Class A, 125,382.6068 and 131,060.4968 Redeemable Units outstanding at March 31, 2020 and December 31, 2019, respectively

     90,655,549       98,542,340  

Limited Partners, Class D, 6,178.4300 and 6,654.5080 Redeemable Units outstanding at March 31, 2020 and December 31, 2019, respectively

     5,566,175       6,214,764  

Limited Partners, Class Z, 222.0130 Redeemable Units outstanding at March 31, 2020 and December 31, 2019

     203,439       210,498  
  

 

 

 

 

 

 

 

Total partners’ capital (net asset value)

     97,624,547       106,208,599  
  

 

 

 

 

 

 

 

Total liabilities and partners’ capital

     $ 99,997,259       $ 109,014,573  
  

 

 

 

 

 

 

 

Net asset value per Redeemable Unit:

    

Class A

     $ 723.03       $ 751.88  
  

 

 

 

 

 

 

 

Class D

     $ 900.90       $ 933.92  
  

 

 

 

 

 

 

 

Class Z

     $ 916.34       $ 948.13  
  

 

 

 

 

 

 

 

(1) Defined in Note 1.

See accompanying notes to financial statements.

 

1


Ceres Tactical Systematic L.P.

Condensed Schedule of Investments

March 31, 2020

(Unaudited)

 

           Notional ($)/                   
     Number of                % of Partners’        
     Contracts              Fair Value           Capital  

Futures Contracts Purchased

       

Currencies

     5        $ (5,544     (0.01) 

Grains

     41        22,950       0.02    

Indices

     35        19,179       0.02    

Interest Rates U.S.

     95        165,117       0.17    

Interest Rates Non-U.S.

     983        63,722       0.07    

Metals

     43        (20,834     (0.02)   

Softs

     4        (1,025     (0.00) 
     

 

 

 

 

 

 

 

Total futures contracts purchased

        243,565       0.25    
     

 

 

 

 

 

 

 

Futures Contracts Sold

       

Currencies

     37        1,133       0.00  

Energy

     194        494,140       0.51    

Grains

     169        134,517       0.14    

Indices

     172        (70,944     (0.07)   

Interest Rates Non-U.S.

     1        (1,256     (0.00) 

Livestock

     40        213,210       0.22    

Metals

     14        42,153       0.04    

Softs

     105        91,880       0.09    
     

 

 

 

 

 

 

 

Total futures contracts sold

        904,833       0.93    
     

 

 

 

 

 

 

 

Net unrealized appreciation on open futures contracts

        $ 1,148,398       1.18  
     

 

 

 

 

 

 

 

Unrealized Appreciation on Open Forward Contracts

       

Currencies

     $ 85,579,225        $ 4,025,666       4.13  

Metals

     209        1,301,987       1.33    
     

 

 

 

 

 

 

 

Total unrealized appreciation on open forward contracts

        5,327,653       5.46    
     

 

 

 

 

 

 

 

Unrealized Depreciation on Open Forward Contracts

       

Currencies

     $ 83,153,280        (3,251,482     (3.33)   

Metals

     120        (721,679     (0.74)   
     

 

 

 

 

 

 

 

Total unrealized depreciation on open forward contracts

        (3,973,161     (4.07)   
     

 

 

 

 

 

 

 

Net unrealized appreciation on open forward contracts

        $ 1,354,492       1.39  
     

 

 

 

 

 

 

 

 

                % of Partners’        
Investment in the Funds            Fair Value            Capital  

CMF ADG Master Fund LLC

     $ 18,629,391        19.08  

CMF Aquantum Master Fund LLC

     17,506,627        17.93    

CMF FORT Contrarian Master Fund LLC

     6,662,281        6.83    
  

 

 

 

  

 

 

 

Total investment in the Funds

     $ 42,798,299        43.84  
  

 

 

 

  

 

 

 

* Due to rounding.

See accompanying notes to financial statements.

 

2


Ceres Tactical Systematic L.P.

Condensed Schedule of Investments

December 31, 2019

 

           Notional ($)/                   
     Number of                % of Partners’        
     Contracts              Fair Value           Capital  

Futures Contracts Purchased

       

Currencies

     81        $ 24,983       0.02  

Energy

     108        (13,844     (0.01)   

Grains

     114        93,958       0.09    

Indices

     335        54,837       0.05    

Interest Rates U.S.

     8        (9,883     (0.01)   

Interest Rates Non-U.S.

     1,347        (353,315     (0.33)   

Livestock

     52        31,370       0.03    

Metals

     157        344,012       0.32    

Softs

     64        44,433       0.04    
     

 

 

 

 

 

 

 

Total futures contracts purchased

        216,551       0.20    
     

 

 

 

 

 

 

 

Futures Contracts Sold

       

Currencies

     43        (5,134     (0.00) 

Energy

     179        426,966       0.40    

Grains

     125        (50,710     (0.05)   

Indices

     199        25,474       0.02    

Interest Rates U.S.

     21        (2,078     (0.00) 

Interest Rates Non-U.S.

     212        (597     (0.00) 

Livestock

     28        (40     (0.00) 

Softs

     15        (1,857     (0.00) 
     

 

 

 

 

 

 

 

Total futures contracts sold

        392,024       0.37    
     

 

 

 

 

 

 

 

Net unrealized appreciation on open futures contracts

        $ 608,575       0.57  
     

 

 

 

 

 

 

 

Unrealized Appreciation on Open Forward Contracts

       

Currencies

   $ 48,405,451        $ 469,914       0.45  

Metals

     21        25,017       0.02    
     

 

 

 

 

 

 

 

Total unrealized appreciation on open forward contracts

        494,931       0.47    
     

 

 

 

 

 

 

 

Unrealized Depreciation on Open Forward Contracts

       

Currencies

   $ 37,647,681        (526,456     (0.50)   

Metals

     102        (160,613     (0.15)   
     

 

 

 

 

 

 

 

Total unrealized depreciation on open forward contracts

        (687,069     (0.65)   
     

 

 

 

 

 

 

 

Net unrealized depreciation on open forward contracts

        $ (192,138     (0.18) 
     

 

 

 

 

 

 

 

 

                % of Partners’        
Investment in the Funds            Fair Value            Capital  

CMF ADG Master Fund LLC

     $ 28,958,000        27.27  

CMF Aquantum Master Fund LLC

     20,243,474        19.06    

CMF FORT Contrarian Master Fund LLC

     14,258,248        13.42    
  

 

 

 

  

 

 

 

Total investment in the Funds

     $ 63,459,722        59.75  
  

 

 

 

  

 

 

 

* Due to rounding.

See accompanying notes to financial statements.

 

3


Ceres Tactical Systematic L.P.

Statements of Income and Expenses

(Unaudited)

 

     Three Months Ended
     March 31,
                 2020                           2019            

Investment Income:

    

Interest income

     $ 156,318       $ 229,034  

Interest income allocated from the Funds

     115,972       470,953  
  

 

 

 

 

 

 

 

Total investment income

     272,290       699,987  
  

 

 

 

 

 

 

 

Expenses:

    

Expenses allocated from the Funds

     149,546       235,654  

Clearing fees related to direct investments

     89,561       28,327  

Ongoing selling agent fees

     490,744       631,799  

General Partner fees

     257,613       331,658  

Management fees

     231,151       357,274  

Incentive fees

     -           437,931  

Professional fees

     100,454       125,844  
  

 

 

 

 

 

 

 

Total expenses

     1,319,069       2,148,487  
  

 

 

 

 

 

 

 

Net investment loss

     (1,046,779     (1,448,500
  

 

 

 

 

 

 

 

Trading Results:

    

Net gains (losses) on trading of commodity interests and investment in the Funds:

    

Net realized gains (losses) on closed contracts

     (4,775,870     377,042  

Net realized gains (losses) on closed contracts allocated from the Funds

     (2,757,403     1,582,845  

Net change in unrealized gains (losses) on open contracts

     2,054,596       417,623  

Net change in unrealized gains (losses) on open contracts allocated from the Funds

     2,570,716       1,036,542  
  

 

 

 

 

 

 

 

Total trading results

     (2,907,961     3,414,052  
  

 

 

 

 

 

 

 

Net income (loss)

     $ (3,954,740 )       $ 1,965,552  
  

 

 

 

 

 

 

 

Net income (loss) per Redeemable Unit*:

    

Class A

     $ (28.85 )       $ 11.53  
  

 

 

 

 

 

 

 

Class D

     $ (33.02 )       $ 17.14  
  

 

 

 

 

 

 

 

Class Z

     $ (31.79 )       $ 19.09  
  

 

 

 

 

 

 

 

Weighted average Redeemable Units outstanding:

    

Class A

     129,065.9315       159,243.8698  
  

 

 

 

 

 

 

 

Class D

     6,637.5080       7,822.6733  
  

 

 

 

 

 

 

 

Class Z

     1,530.8980       2,105.5570  
  

 

 

 

 

 

 

 

*  Represents the change in net asset value per Redeemable Unit during the period.

See accompanying notes to financial statements.

 

4


Ceres Tactical Systematic L.P.

Statements of Changes in Partners’ Capital

For the Three Months Ended March 31, 2020 and 2019

(Unaudited)

 

     Class A   Class D   Class Z    Total
            Redeemable             Redeemable              Redeemable              Redeemable   
              Amount            Units          Amount         Units          Amount          Units           Amount          Units

Partners’ Capital, December 31, 2018

     $ 124,683,920       162,712.3818       $ 7,368,184       7,839.3400       $ 1,966,116        2,076.0920        $ 134,018,220       172,627.8138  

Subscriptions - Limited Partners

     -           -           -           -           27,904        29.4650        27,904       29.4650  

Redemptions - Limited Partners

     (7,235,464     (9,409.2420     (47,102     (50.0000     -            -            (7,282,566     (9,459.2420

Net income (loss)

     1,791,702       -           133,641       -           40,209        -            1,965,552       -      
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

Partners’ Capital, March 31, 2019

     $ 119,240,158       153,303.1398       $ 7,454,723       7,789.3400       $ 2,034,229        2,105.5570        $ 128,729,110       163,198.0368  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

     Class A   Class D   Class Z    Total
            Redeemable             Redeemable             Redeemable              Redeemable   
              Amount            Units          Amount          Units          Amount          Units           Amount          Units

Partners’ Capital, December 31, 2019

     $ 98,542,340       131,060.4968       $ 6,214,764       6,654.5080       $ 1,451,495       1,530.8980        $ 106,208,599       139,245.9028  

Redemptions - Limited Partners

     (4,199,600     (5,677.8900     (429,712     (476.0780     -           -            (4,629,312     (6,153.9680

Net income (loss)

     (3,687,191     -           (218,877     -           (48,672     -            (3,954,740     -      
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

Partners’ Capital, March 31, 2020

     $ 90,655,549       125,382.6068       $ 5,566,175       6,178.4300       $ 1,402,823       1,530.8980        $ 97,624,547       133,091.9348  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

5


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

1.       Organization:

Ceres Tactical Systematic L.P. (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on December 3, 2002 to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures, option, swap and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, livestock, metals and softs. The commodity interests that are traded by the Partnership directly or indirectly through its investment in the Funds (as defined below) are volatile and involve a high degree of market risk. The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets (directly or indirectly through its investment in the Funds) in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

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

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership, is the trading manager (the “Trading Manager”) of ADG Master (as defined below), Aquantum Master (as defined below) and FORT Contrarian Master (as defined below), and was the Trading Manager of AE Capital Master (as defined below). The General Partner is a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

During the reporting periods ended March 31, 2020 and 2019, the Partnership’s/Funds’ commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. JPMorgan Chase Bank, N.A. (“JPMorgan”) was also a foreign exchange forward contract counterparty for certain Funds.

As of January 1, 2018, the Partnership began offering three classes of limited partnership interests, Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units. All Redeemable Units issued prior to January 1, 2018 were deemed Class A Redeemable Units. The rights, liabilities, risks, and fees associated with investment in Class A Redeemable Units were not changed. Class A Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions, and non-U.S. investors. Class D Redeemable Units and Class Z Redeemable Units were first issued on January 1, 2018. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” The Class of Redeemable Units that a limited partner receives upon a subscription will generally depend upon the amount invested in the Partnership or the status of the limited partner, although the General Partner may determine to offer any Class of Redeemable Units to investors at its discretion. Class D Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions, and non-U.S. investors. Class Z Redeemable Units are offered to certain employees of Morgan Stanley and its subsidiaries (and their family members). In the future, Class Z Redeemable Units may also be offered to certain limited partners who receive advisory services from Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that Class D Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the net assets of Class D Redeemable Units as of the end of each month, which differs from the Class A Redeemable Units’ monthly ongoing selling agent fee of 1/12 of 2.00% (a 2.00% annual rate) of the net assets of Class A Redeemable Units as of the end of each month. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.

 

6


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

As of March 31, 2020, all trading decisions are made for the Partnership by ADG Capital Management LLP (“ADG”), Aquantum GmbH (“Aquantum”), FORT, L.P. (“FORT”), ISAM Systematic Management (“ISAM SM”) and Millburn Ridgefield Corporation (“Millburn”) (each an “Advisor” and, collectively, the “Advisors”), each of which is a registered commodity trading advisor. Effective June 30, 2019, the General Partner terminated SECOR Capital Advisors, LP (“SECOR”) as an Advisor to the Partnership. Effective April 3, 2019, the General Partner terminated AE Capital Pty Limited (“AE Capital”) as an Advisor to the Partnership. Effective March 31, 2019, the General Partner terminated Mesirow Financial UK Limited (“Mesirow”) as an Advisor to the Partnership. Reference herein to “Advisors” may include, as relevant, AE Capital, Mesirow and SECOR. The Advisors are not affiliated with one another, are not affiliated with the General Partner or MS&Co., and are not responsible for the operation of the Partnership.

ISAM SM directly trades the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to ISAM SM’s Systematic Trend Programme. FORT directly trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to FORT’s Global Trend Trading Program. Effective January 1, 2020, Millburn directly trades the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to Millburn’s Multi-Market Program.

The Partnership, and prior to the Partnership’s full redemption effective June 30, 2019, SECOR Master Fund L.P. (“SECOR Master”), and prior to the Partnership’s full redemption effective April 30, 2019, CMF AE Capital Master Fund LLC (“AE Capital Master”), and prior to the Partnership’s full redemption effective March 31, 2019, Cambridge Master Fund L.P. (“Cambridge Master”), entered into futures brokerage account agreements and foreign exchange prime brokerage account agreements with MS&Co. CMF ADG Master Fund LLC (“ADG Master”), CMF Aquantum Master Fund LLC (“Aquantum Master”) and CMF FORT Contrarian Master Fund LLC (“FORT Contrarian Master”) have entered into futures brokerage account agreements with MS&Co. ADG Master, Aquantum Master and FORT Contrarian Master are collectively referred to as the “Funds”. Reference herein to the “Funds” may include, as relevant, AE Capital Master, Cambridge Master and SECOR Master. The Partnership, directly and through its investment in the Funds, pays MS&Co. (or will reimburse MS&Co. if previously paid) its allocable share of all trading fees for the clearing and, where applicable, execution of transactions, as well as exchange, clearing, user, give-up, floor brokerage and National Futures Association fees (collectively, the “clearing fees”).

Prior to their respective terminations, Cambridge Master and SECOR Master each entered into certain agreements with JPMorgan in connection with trading in forward foreign currency contracts on behalf of the referenced Funds and, indirectly, the Partnership. These agreements included a foreign exchange and bullion authorization agreement (“FX Agreement”), an International Swap Dealers Association, Inc. master agreement (“Master Agreement”), a schedule to the Master Agreement, a 2016 credit support annex for variation margin to the schedule and an institutional account agreement. In addition to Cambridge Master and SECOR Master, Mesirow and SECOR were parties to the FX Agreements for the Funds to which each acted as an Advisor. Under each FX Agreement, JPMorgan charged a fee on the aggregate foreign currency transactions entered into on behalf of the respective Fund during a month.

The Partnership has entered into a selling agreement (the “Selling Agreement”) with Morgan Stanley Wealth Management. Pursuant to the Selling Agreement, Morgan Stanley Wealth Management receives a monthly ongoing selling agent fee equal to (i) 2.0% per year of adjusted month-end net assets for Class A Redeemable Units and (ii) 0.75% per year of adjusted month-end net assets for Class D Redeemable Units. Morgan Stanley Wealth Management pays a portion of its ongoing selling agent fees to properly registered or exempted financial advisors who have sold Class A and Class D Redeemable Units. Class Z Redeemable Units are not subject to an ongoing selling agent fee.

 

7


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

The Partnership has entered into an alternative investment placement agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. (“MSDI”) and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a non-exclusive selling agent and sub-selling agent, respectively, of the Partnership for the purpose of finding eligible investors for Redeemable Units through offerings that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Redeemable Units of the Partnership who had acquired such Redeemable Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2020 unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days’ prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional one-year periods. Pursuant to the Harbor Selling Agreement, the Partnership will pay Harbor an ongoing selling agent fee equal to (i) 1/12 of 2.0% (a 2.0% annual rate) of the net asset value per Redeemable Unit for certain holders of Class A Redeemable Units in the Partnership, and (ii) 1/12 of 0.75% (a 0.75% annual rate) of the net asset value per Redeemable Unit for certain holders of Class D Redeemable Units in the Partnership, as set forth in the Harbor Selling Agreement.

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

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

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

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at March 31, 2020 and the results of its operations and changes in partners’ capital for the three months ended March 31, 2020 and 2019. These financial statements present the results for interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2019. The December 31, 2019 information has been derived from the audited financial statements as of and for the year ended December 31, 2019.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

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

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

 

8


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

Statement of Cash Flows. The Partnership has not provided a Statement of Cash Flows, as permitted by Accounting Standards Codification (“ASC”) 230, “Statement of Cash Flows.” The Statements of Changes in Partners’ Capital is included herein, and as of and for the periods ended March 31, 2020 and 2019, the Partnership carried no debt, and all of the Partnership’s and the Funds’ investments were carried at fair value and classified as Level 1 and Level 2 measurements.

Partnership’s Investment in the Funds. The Partnership carries its investment in the Funds at fair value based on the Partnership’s (1) net contribution to the Funds and (2) its allocated share of the undistributed profits and losses, including realized gains (losses) and net change in unrealized gains (losses), of the Funds.

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

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

Partnership’s Cash. The Partnership’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At March 31, 2020 and December 31, 2019, the amount of cash held for margin requirements was $4,501,844 and $9,262,539, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. The Partnership’s restricted and unrestricted cash includes cash denominated in foreign currencies of $(3,605,095) (proceeds of $3,573,466) and $(36,976) (proceeds of $37,204) as of March 31, 2020 and December 31, 2019, respectively.

Income Taxes. Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740, “Income Taxes,” which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the more-likely-than-not threshold would be recorded as a tax benefit or liability in the Partnership’s Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Partnership’s Statements of Income and Expenses in the period in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2016 through 2019 tax years remain subject to examination by U.S. federal and most state tax authorities.

Investment Company Status. The Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Accounting Standards Update 2013-08 “Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.

Net Income (Loss) per Redeemable Unit. Net income (loss) per Redeemable Unit is calculated in accordance with ASC 946, “Financial Services-Investment Companies.” See Note 3, “Financial Highlights.”

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019.

 

9


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

3.       Financial Highlights:

Financial highlights for the limited partner Classes as a whole for the three months ended March 31, 2020 and 2019 were as follows:

 

     Three Months Ended
March 31, 2020 
       Three Months Ended
March 31, 2019
   
     Class A        Class D        Class Z        Class A        Class D        Class Z    

Per Redeemable Unit Performance (for a unit outstanding throughout the period):*

                             

Net realized and unrealized gains (losses)

     $ (21.14        $ (26.32        $ (26.74        $ 20.18          $ 24.70          $ 24.89    

Net investment loss

     (7.71        (6.70        (5.05        (8.65        (7.56        (5.80  
  

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

 

Increase (decrease) for the period

     (28.85        (33.02        (31.79        11.53          17.14          19.09    

Net asset value per Redeemable Unit, beginning of period

     751.88          933.92          948.13          766.28          939.90          947.03    
  

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

 

Net asset value per Redeemable Unit, end of period

     $     723.03          $     900.90          $     916.34          $     777.81          $     957.04          $     966.12         
  

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

 

 

     Three Months Ended
March 31, 2020
       Three Months Ended
March 31, 2019
   
       Class A            Class D            Class Z            Class A              Class D              Class Z      

Ratios to Average

                             

 Limited Partners’ Capital:**

                             

  Net investment loss***

     (4.2   %      (3.0   %      (2.2   %      (3.5     %          (2.2     %        (1.5   %
  

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

 

  Operating expenses

             5.3     %              4.0     %              3.2     %              5.4       %                4.1       %                3.4     %

  Incentive fees

     -         %      -         %        -         %      0.3       %        0.3       %        0.3     %
  

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

 

Total expenses

     5.3     %      4.0     %      3.2     %      5.7       %        4.4       %        3.7     %
  

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

 

  Total return:

                             

  Total return before incentive fees

     (3.8   %      (3.5   %      (3.4   %      1.8       %        2.1       %        2.3     %

  Incentive fees

     -         %      -         %      -         %      (0.3     %        (0.3     %        (0.3   %
  

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

 

  Total return after incentive fees

     (3.8   %        (3.5   %        (3.4   %        1.5       %          1.8       %          2.0     %
  

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

    

 

 

 

 

 

*

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

 

**

Annualized (except for incentive fees).

 

***

Interest income less total expenses.

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

 

4.

Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses. The Partnership also invests certain of its assets through a “master/feeder” structure. The Partnership’s pro-rata share of the results of the Funds’ trading activities are shown in the Partnership’s Statements of Income and Expenses.

The Partnership’s customer agreement with MS&Co. and the Funds’ futures brokerage account agreements with MS&Co. and foreign exchange brokerage account agreements give the Partnership and the Funds, respectively, the legal right to net unrealized gains and losses on open futures contracts and open forward contracts in their respective Statements of Financial Condition. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures contracts and open forward contracts in their respective Statements of Financial Condition as the criteria under ASC 210-20,Balance Sheet,” have been met.

 

10


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

All of the commodity interests owned directly by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended March 31, 2020 and 2019 were 4,452 and 4,428, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended March 31, 2020 and 2019 were 345 and 210, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the three months ended March 31, 2020 and 2019 were $278,309,472 and $133,463,565, respectively.

Trading and transaction fees are based on the number of trades executed by the Advisors and the Partnership’s respective percentage ownership of each Fund.

All clearing fees paid to MS&Co. for the Partnership’s direct trading are borne directly by the Partnership. In addition, clearing fees are borne by the Funds and allocated to the Funds’ limited partners/non-managing members, including the Partnership.

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting arrangements or similar agreements as of March 31, 2020 and December 31, 2019, respectively.

 

                                                                                                                                   
         Gross Amounts   Net Amounts    Gross Amounts Not Offset in the      
         Offset in the   Presented in the    Statements of Financial Condition      
         Statements of   Statements of        Cash Collateral      
     Gross Amounts   Financial   Financial    Financial   Received/   Net  

March 31, 2020        

   Recognized   Condition   Condition    Instruments   Pledged*   Amount  

Assets

             

Futures

     $ 1,604,512       $ (456,114     $ 1,148,398        $ -           $ -           $ 1,148,398     

Forwards

     5,327,653       (3,973,161     1,354,492        -       -       1,354,492     
  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Total assets

     $ 6,932,165       $ (4,429,275     $ 2,502,890        $ -       $ -       $ 2,502,890     
  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Liabilities

             

Futures

     $ (456,114     $ 456,114       $ -            $ -       $ -       $ -         

Forwards

     (3,973,161     3,973,161       -            -       -       -         
  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

     $ (4,429,275     $ 4,429,275       $ -            $ -       $ -       $ -         
  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Net fair value

                $ 2,502,890   
             

 

 

 

 

                                                                                                                                   
         Gross Amounts   Net Amounts   Gross Amounts Not Offset in the      
         Offset in the   Presented in the   Statements of Financial Condition      
         Statements of   Statements of       Cash Collateral      
     Gross Amounts   Financial   Financial   Financial   Received/   Net  

December 31, 2019    

   Recognized   Condition   Condition   Instruments   Pledged*   Amount  

Assets

            

Futures

     $ 1,277,600       $ (669,025     $ 608,575       $ -           $ -           $ 608,575     

Forwards

     494,931       (494,931     -           -       -           -         
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

     $ 1,772,531       $ (1,163,956     $ 608,575       $ -       $ -           $ 608,575     
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

            

Futures

     $ (669,025     $ 669,025       $ -           $ -       $ -           $ -         

Forwards

     (687,069     494,931       (192,138     -       192,138       -         
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

     $ (1,356,094     $ 1,163,956       $ (192,138     $ -       $ 192,138        $ -         
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net fair value

               $    608,575   
            

 

 

 

 

*

In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’s non-exchange-traded contracts, as applicable, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. In certain instances, MS&Co. may not post collateral and as such, in the event of default by MS&Co., the Partnership is exposed to the amount shown in the Statements of Financial Condition. In the case of exchange-traded contracts, the Partnership’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee funds may be available in the event of a default. In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.

 

11


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

The following tables indicate the gross fair values of derivative instruments of futures and forward contracts held directly by the Partnership as separate assets and liabilities as of March 31, 2020 and December 31, 2019, respectively.

 

     March 31,  
     2020  

Assets

  

Futures Contracts

  

Currencies

     $ 25,272    

Energy

     527,750    

Grains

     179,149    

Indices

     56,902    

Interest Rates U.S.

     177,062    

Interest Rates Non-U.S.

     230,139    

Livestock

     215,910    

Metals

     90,461    

Softs

     101,867    
  

 

 

 

Total unrealized appreciation on open futures contracts

     1,604,512    
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

     (29,683)   

Energy

     (33,610)   

Grains

     (21,682)   

Indices

     (108,667)   

Interest Rates U.S.

     (11,945)   

Interest Rates Non-U.S.

     (167,673)   

Livestock

     (2,700)   

Metals

     (69,142)   

Softs

     (11,012)   
  

 

 

 

Total unrealized depreciation on open futures contracts

     (456,114)   
  

 

 

 

Net unrealized appreciation on open futures contracts

     $ 1,148,398  
  

 

 

 

Assets

  

Forward Contracts

  

Currencies

     $ 4,025,666    

Metals

     1,301,987    
  

 

 

 

Total unrealized appreciation on open forward contracts

     5,327,653    
  

 

 

 

Liabilities

  

Forward Contracts

  

Currencies

     (3,251,482)   

Metals

     (721,679)   
  

 

 

 

Total unrealized depreciation on open forward contracts

     (3,973,161)   
  

 

 

 

Net unrealized appreciation on open forward contracts

     $             1,354,492   ** 
  

 

 

 

 

*

This amount is in “Net unrealized appreciation on open futures contracts” in the Statements of Financial Condition.

 

**

This amount is in “Net unrealized appreciation on open forward contracts” in the Statements of Financial Condition.

 

12


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

     December 31,  
     2019  

Assets

  

Futures Contracts

  

Currencies

     $ 41,266    

Energy

     467,028    

Grains

     109,021    

Indices

     172,030    

Interest Rates U.S.

     3,414    

Interest Rates Non-U.S.

     26,967    

Livestock

     46,630    

Metals

     350,487    

Softs

     60,757    
  

 

 

 

Total unrealized appreciation on open futures contracts

     1,277,600    
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

     (21,417)   

Energy

     (53,906)   

Grains

     (65,773)   

Indices

     (91,719)   

Interest Rates U.S.

     (15,375)   

Interest Rates Non-U.S.

     (380,879)   

Livestock

     (15,300)   

Metals

     (6,475)   

Softs

     (18,181)   
  

 

 

 

Total unrealized depreciation on open futures contracts

     (669,025)   
  

 

 

 

Net unrealized appreciation on open futures contracts

     $ 608,575  
  

 

 

 

Assets

  

Forward Contracts

  

Currencies

     $ 469,914    

Metals

     25,017    
  

 

 

 

Total unrealized appreciation on open forward contracts

     494,931    
  

 

 

 

Liabilities

  

Forward Contracts

  

Currencies

     (526,456)   

Metals

     (160,613)   
  

 

 

 

Total unrealized depreciation on open forward contracts

     (687,069)   
  

 

 

 

Net unrealized depreciation on open forward contracts

     $             (192,138)  ** 
  

 

 

 

 

*

This amount is in “Net unrealized appreciation on open futures contracts” in the Statements of Financial Condition.

 

**

This amount is in “Net unrealized depreciation on open forward contracts” in the Statements of Financial Condition.

 

13


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

The following table indicates the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three months ended March 31, 2020 and 2019, respectively.

 

     Three Months Ended  
     March 31,  

Sector                         

   2020     2019  

Currencies

     $ 271,559         $ (533,821)   

Energy

                 3,636,426         (921,525)   

Grains

     253,231         260,067    

Indices

     (9,740,740)        82,617    

Interest Rates U.S.

     1,021,695         169,304    

Interest Rates Non-U.S.

     1,179,286                         2,525,073    

Livestock

     460,513         (172,297)   

Metals

     757,761         (632,712)   

Softs

     (561,005)        17,959    
  

 

 

   

 

 

 

Total

     $ (2,721,274)   ***      $ 794,665   *** 
  

 

 

   

 

 

 

 

***

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

5.       Fair Value Measurements:

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

The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of non-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as inputs the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.

The Partnership and the Funds consider prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of March 31, 2020 and December 31, 2019 and for the periods ended March 31, 2020 and 2019, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3).

 

14


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

                                                                                                   

March 31, 2020        

   Total   Level 1   Level 2   Level 3

Assets

        

Futures

     $ 1,604,512       $ 1,604,512       $ -           $ -      

Forwards

     5,327,653       -           5,327,653       -  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

     $ 6,932,165       $ 1,604,512       $ 5,327,653       $ -  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

        

Futures

     $ 456,114       $ 456,114       $ -           $ -  

Forwards

     3,973,161       -           3,973,161       -  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

     $ 4,429,275        $ 456,114        $ 3,973,161        $ -  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                       

December 31, 2019    

   Total   Level 1   Level 2    Level 3

Assets

         

Futures

     $ 1,277,600       $     1,277,600       $ -            $ -      

Forwards

     494,931       -           494,931        -  
  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

Total Assets

     $ 1,772,531       $ 1,277,600       $ 494,931        $ -  
  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

Liabilities

         

Futures

     $ 669,025       $ 669,025       $ -            $ -  

Forwards

     687,069       -           687,069        -  
  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

Total Liabilities

     $   1,356,094        $ 669,025        $       687,069         $ -  
  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

6.       Investment in the Funds:

On January 12, 2018, a portion of the assets allocated to FORT for trading were invested in FORT Contrarian Master, a limited liability company organized under the limited liability company laws of the State of Delaware. FORT Contrarian Master permits accounts managed by FORT using its Global Contrarian Trading Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the Trading Manager of FORT Contrarian Master. Individual and pooled accounts currently managed by FORT are permitted to be members of FORT Contrarian Master. The Trading Manager and FORT believe that trading through this master/feeder structure promotes efficiency and economy in the trading process. The Trading Manager and FORT have agreed that FORT will trade the Partnership’s assets allocated to FORT at a level that is up to 1.25 times the assets allocated. The amount of leverage may be increased or decreased in the future.

On February 1, 2019, the assets allocated to ADG for trading were invested in ADG Master, a limited liability company organized under the limited liability company laws of the State of Delaware. ADG Master permits accounts managed by ADG using its Systematic Macro Strategy, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the Trading Manager of ADG Master. Individual and pooled accounts currently managed by ADG are permitted to be members of ADG Master. The Trading Manager and ADG believe that trading through this master/feeder structure promotes efficiency and economy in the trading process.

On June 1, 2019, the assets allocated to Aquantum for trading were invested in Aquantum Master, a limited liability company organized under the limited liability company laws of the State of Delaware. Aquantum Master permits accounts managed by Aquantum using its Aquantum Commodity Spread (ACS) Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the Trading Manager of Aquantum Master. Individual and pooled accounts currently managed by Aquantum are permitted to be members of Aquantum Master. The Trading Manager and Aquantum believe that trading through this master/feeder structure promotes efficiency and economy in the trading process.

On January 1, 2018, the assets allocated to SECOR for trading were invested in SECOR Master, a limited partnership organized under the partnership laws of the State of Delaware. SECOR Master permitted accounts managed by SECOR using a variation of the program traded by SECOR Alpha Master Fund L.P., a proprietary, systematic trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in SECOR Master on June 30, 2019.

 

15


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

On February 1, 2018, the assets allocated to AE Capital for trading were invested in AE Capital Master, a limited liability company organized under the limited liability company laws of the State of Delaware. AE Capital Master permitted accounts managed by AE Capital using its AE Systematic FX Fund Program, a proprietary, systematic trading system, to invest together in one trading vehicle. Effective April 3, 2019, the General Partner terminated AE Capital as an Advisor to the Partnership. For the interim period from April 4, 2019 through April 30, 2019, the Partnership’s assets previously allocated to AE Capital were not charged a management fee and was credited with interest income at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. The Partnership fully redeemed its investment in AE Capital Master on April 30, 2019.

The assets allocated to Mesirow for trading were invested in Cambridge Master, a limited partnership organized under the partnership laws of the State of Delaware. Cambridge Master permitted accounts managed by Mesirow using the Asian Markets Alpha Programme and the Emerging Markets Alpha Programme, each a proprietary, systematic trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in Cambridge Master on March 31, 2019.

The General Partner is not aware of any material changes to the trading programs discussed above or in Note 1, “Organization” during the fiscal quarter ended March 31, 2020.

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

Generally, a limited partner/member in the Funds withdraws all or part of its capital contribution and undistributed profits, if any, from the Funds as of the end of any month (the “Redemption Date”) after a request has been made to the General Partner/Trading Manager at least three days in advance of the Redemption Date. Such withdrawals are classified as a liability when the limited partner/member elects to redeem and informs the Funds. However, a limited partner/member may request a withdrawal as of the end of any day if such request is received by the General Partner/Trading Manager at least three days in advance of the proposed withdrawal day.

Management fees, General Partner fees, ongoing selling agent fees and incentive fees are charged at the Partnership level. Clearing fees are borne by the Funds and allocated to the Funds’ limited partners/non-managing members, including the Partnership. Clearing fees are also borne by the Partnership directly. Professional fees are borne by the Funds and allocated to the Partnership, and also charged directly at the Partnership level.

As of March 31, 2020, the Partnership owned approximately 60.1% of ADG Master, 52.2% of Aquantum Master and 5.4% of FORT Contrarian Master. As of December 31, 2019, the Partnership owned approximately 65.9% of ADG Master, 56.9% of Aquantum Master and 10.9% of FORT Contrarian Master. It is the Partnership’s intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to limited partners as a result of investment in the Funds are approximately the same as they would be if the Partnership traded directly and the redemption rights are not affected.

Summarized information reflecting the total assets, liabilities and partners’/members’ capital of the Funds is shown in the following tables:

 

    March 31, 2020
    Total Assets   Total Liabilities   Total Capital

ADG Master

   $ 31,470,316        $ 505,567        $ 30,964,749    

Aquantum Master

    33,666,550       144,881       33,521,669  

FORT Contrarian Master

    124,920,459       469,327       124,451,132  
    December 31, 2019
    Total Assets   Total Liabilities   Total Capital

ADG Master

   $ 44,209,233      $ 308,783      $ 43,900,450  

Aquantum Master

    37,857,547       2,327,205       35,530,342  

FORT Contrarian Master

            135,604,970               4,607,083               130,997,887  

 

16


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

Summarized information reflecting the net investment income (loss), total trading results and net income (loss) of the Funds is shown in the following tables:

 

     For the three months ended March 31, 2020  
         Net Investment              Total Trading             
     Income (Loss)      Results        Net Income (Loss)    

ADG Master

     $ 43,488         $ (2,207,105)        $ (2,163,617)  

Aquantum Master

     (136,229)        2,944,697         2,808,468   

FORT Contrarian Master

     168,677         (5,653,909)        (5,485,232)  
     For the three months ended March 31, 2019  
     Net Investment      Total Trading         
     Income (Loss)      Results      Net Income (Loss)  

ADG Master (a)

     $ 68,144         $ (249,709)        $ (181,565)  

AE Capital Master

     86,493         (895,582)        (809,089)  

Cambridge Master

     71,028         (1,169,131)        (1,098,103)  

FORT Contrarian Master

     803,870         19,700,082         20,503,952   

SECOR Master

     (47,181)        3,326,837         3,279,656   

 

(a)

From February 1, 2019, commencement of operations for ADG Master, through March 31, 2019.

Summarized information reflecting the Partnership’s investment in and the Partnership’s pro-rata share of the results of operations of the Funds is shown in the following tables:

 

     March 31, 2020      For the three months ended March 31, 2020                
     % of                    Expenses      Net                
       Partners’        Fair      Income      Clearing      Professional      Income      Investment      Redemptions  

Funds

   Capital      Value      (Loss)      Fees      Fees      (Loss)      Objective      Permitted  

ADG Master

     19.08%        $ 18,629,391        $ (1,337,317)        $ 13,667        $ 10,358        $ (1,361,342)        Commodity Portfolio        Monthly  

Aquantum Master

     17.93%        17,506,627        1,570,524         106,884        8,788        1,454,852         Commodity Portfolio        Monthly  

FORT Contrarian Master

     6.83%        6,662,281        (303,922)        8,888        961        (313,771)        Commodity Portfolio        Monthly  
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

Total

        $ 42,798,299        $ (70,715)        $ 129,439        $ 20,107        $ (220,261)        
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       
     December 31, 2019      For the three months ended March 31, 2019                
     % of                    Expenses      Net                
       Partners’        Fair            Income                  Clearing          Professional                Income                Investment            Redemptions      

Funds

   Capital              Value              (Loss)      Fees      Fees      (Loss)      Objective      Permitted  

ADG Master (a)

     27.27%        $ 28,958,000        $ (96,507)        $ 8,061        $ 7,714        $ (112,282)        Commodity Portfolio        Monthly  

Aquantum Master (b)

     19.06%        20,243,474        -            -            -            -            Commodity Portfolio        Monthly  

AE Capital Master

     0.00%        -            (531,229)        11,306        10,761        (553,296)        Commodity Portfolio        Monthly  

Cambridge Master

     0.00%        -            (1,069,568)        13,782        14,753        (1,098,103)        Commodity Portfolio        Monthly  

FORT Contrarian Master

     13.42%        14,258,248        2,437,928         13,872        1,996        2,422,060         Commodity Portfolio        Monthly  

SECOR Master

     0.00%        -            2,349,716         143,150        10,259        2,196,307         Commodity Portfolio        Monthly  
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

Total

        $ 63,459,722        $ 3,090,340         $ 190,171        $ 45,483        $ 2,854,686         
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

 

(a)

From February 1, 2019, the date the Partnership invested into ADG Master, through March 31, 2019.

 

(b)

On June 1, 2019, the Partnership invested into Aquantum Master.

 

17


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

7.

Financial Instrument Risks:

In the normal course of business, the Partnership and the Funds are parties to financial instruments with off-balance-sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or over-the-counter (“OTC”). Exchange-traded instruments include futures and certain standardized forward, swap and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. The General Partner estimates that at any given time approximately 7.4% to 40.9% of the Partnership’s/Funds’ contracts are traded OTC.

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

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

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

 

18


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

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

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

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

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

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

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

 

8.

Subsequent Events:

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

 

19


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) redemptions receivable from the Funds, (iii) equity in trading account, consisting of unrestricted cash, restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and investment in U.S. Treasury bills at fair value, if applicable, and (iv) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in the Funds and direct investments. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the first quarter of 2020.

The Partnership’s/Funds’ investment in futures, forwards and options may, from time to time, be illiquid. Most U.S. futures exchanges limit fluctuations in prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Trades may not be executed at prices beyond the daily limit. If the price for a particular futures or option contract has increased or decreased by an amount equal to the daily limit, positions in that futures or option contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the Partnership and/or the Funds from promptly liquidating their futures contracts and result in restrictions on redemptions.

There is no limitation on daily price movements in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Partnership and/or the Funds from trading in potentially profitable markets or prevent the Partnership and/or the Funds 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 or the Funds’ assets.

Other than the risks inherent in commodity futures, forwards, options, swaps and other derivatives trading and U.S. Treasury bills and money market mutual fund securities, the Partnership and the Funds know of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’s or the Funds’ liquidity increasing or decreasing in any material way.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by realized and/or unrealized gains or losses on trading and by expenses, interest income, subscriptions, redemptions of Redeemable Units and distributions of profits, if any.

For the three months ended March 31, 2020, the Partnership’s capital decreased 8.1% from $106,208,599 to $97,624,547. This decrease was attributable to redemptions of 5,677.8900 Class A limited partner Redeemable Units totaling $4,199,600, redemptions of 476.0780 Class D limited partner Redeemable Units totaling $429,712 and a net loss of $3,954,740. Future redemptions can impact the amount of funds available for investment in subsequent periods.

Other than as discussed above, there are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes to, the Partnership’s capital resource arrangements at the present time.

Off-Balance Sheet Arrangements and Contractual Obligations

The Partnership does not have any off-balance sheet arrangements, nor does it have contractual obligations or commercial commitments to make future payments, that would affect its liquidity or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. The General Partner believes that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Financial Statements.

 

20


The Partnership and the Funds record all investments at fair value in their financial statements, with changes in fair value reported as a component of net realized gains (losses) and net change in unrealized gains (losses) in the Statements of Income and Expenses.

Results of Operations

During the Partnership’s first quarter of 2020, the Partnership’s net asset value per Class A Redeemable Unit decreased 3.8% from $751.88 to $723.03 as compared to an increase of 1.5% in the same period of 2019. During the Partnership’s first quarter of 2020, the Partnership’s net asset value per Class D Redeemable Unit decreased 3.5% from $933.92 to $900.90 as compared to an increase of 1.8% in the same period of 2019. During the Partnership’s first quarter of 2020, the Partnership’s net asset value per Class Z Redeemable Unit decreased 3.4% from $948.13 to $916.34 as compared to an increase of 2.0% in the same period of 2019. The Partnership experienced a net trading loss before fees and expenses in the first quarter of 2020 of $2,907,961. Losses were primarily attributable to the Partnership’s/Funds’ trading in indices, non-U.S. interest rates and softs and were partially offset by gains in currencies, energy, grains, U.S. interest rates, livestock and metals. The Partnership experienced a net trading gain before fees and expenses in the first quarter of 2019 of $3,414,052. Gains were primarily attributable to the Partnership’s/Funds’ trading in grains, indices, U.S. and non-U.S. interest rates and softs and were partially offset by losses in currencies, energy, livestock and metals.

During the first quarter, the most significant losses were incurred within the global stock index sector during February and March from long positions in European, U.S., and Asian equity index futures as global stock prices plunged as the fight against the spread of the COVID-19 coronavirus shuttered businesses and industries across the globe. Overall, the global interest rate sector experienced small net trading losses during the quarter as gains from long positions in U.S., European, and Asian bond futures during January and February were more than offset by losses from long positions in European fixed income futures during March as the spread of the coronavirus roiled bond markets. A portion of the Partnership’s losses for the first quarter was offset by gains achieved within the energy sector from short positions in crude oil, gasoil and heating oil futures during March as the global quarantine to fight the spread of the coronavirus decimated energy demand, pushing prices sharply lower. Within the metals markets, gains were experienced during January and February from long positions in gold and palladium futures as priced surged on safe-haven demand. Additional gains were recorded within the agricultural complex during March from short positions in live cattle and lean hog futures as prices fell amid concerns of a potential slowdown in global meat demand. In currencies, gains during the quarter from positions in the New Zealand dollar and Brazilian real more than offset losses in the Australian dollar and Japanese yen.

Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase not only the risks involved in commodity trading, but also the possibility of profit. The profitability of the Partnership/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, public health epidemics, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership/Funds expect to increase capital through operations.

The Partnership receives monthly interest on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of a Fund’s) brokerage account at MS&Co. during each month at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s and/or each Fund’s cash account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Any interest income earned on collateral or excess cash deposited by certain of the Funds and held by JPMorgan in its capacity as such Funds’ forward foreign currency counterparty was retained by such Funds, and the Partnership received its allocable portion of such interest from the applicable Fund. Interest income for the three months ended March 31, 2020 decreased by $427,697 as compared to the corresponding period in 2019. The decrease in interest income was primarily due to lower average daily equity as well as lower 4-week U.S. Treasury bill discount rates during the three months ended March 31, 2020 as compared to the corresponding period in 2019. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership and the Funds depended on (1) the average daily equity maintained in cash in the Partnership’s and/or applicable Fund’s accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds, MS&Co. or JPMorgan had control.

 

21


Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three months ended March 31, 2020 increased by $61,234 as compared to the corresponding period in 2019. The increase in these clearing fees was primarily due to an increase in the number of direct trades made by the Partnership during the three months ended March 31, 2020 as compared to the corresponding period in 2019.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value of Class A and Class D Redeemable Units on the last day of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three months ended March 31, 2020 decreased by $141,055 as compared to the corresponding period in 2019. The decrease was primarily due to a decrease in average net assets attributable to Class A and Class D Redeemable Units during the three months ended March 31, 2020 as compared to the corresponding period in 2019.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership. General Partner fees are calculated as a percentage of the Partnership’s adjusted net asset value per Class as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. General Partner fees for the three months ended March 31, 2020 decreased by $74,045 as compared to the corresponding period in 2019. The decrease was primarily due to a decrease in average net assets per Class during the three months ended March 31, 2020 as compared to the corresponding period in 2019.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value per Class as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees for the three months ended March 31, 2020 decreased by $126,123 as compared to the corresponding period in 2019. The decrease was primarily due to a decrease in average net assets during the three months ended March 31, 2020 as compared to the corresponding period in 2019.

Incentive fees are based on the new trading profits generated by each Advisor at the end of the quarter, half-year or year, as applicable, as defined in the respective management agreements between the Partnership, the General Partner and each Advisor. Trading performance for the three months ended March 31, 2020 and 2019 resulted in incentive fees of $0 and $437,931, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid incentive fees until such Advisor recovers any net loss incurred by the Advisor and earns additional new trading profits for the Partnership.

In allocating the assets of the Partnership among the Advisors, the General Partner considers, among other factors, each Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.

As of March 31, 2020 and December 31, 2019, the Partnership’s assets were allocated among the Advisors in the following approximate percentages:

 

           March 31, 2020            December 31, 2019  
           (percentage of            (percentage of  

 Advisor        

         March 31, 2020               Partners’ Capital)                  December 31, 2019             Partners’ Capital)      

 ADG

     $ 18,629,398       19%        $ 28,958,001       27%  

 Aquantum

     $ 17,506,636       18%        $ 20,243,474       19%  

 FORT

     $ 29,913,167     *      30%        $ 37,994,426     **      36%  

 ISAM SM

     $ 21,159,179       22%        $ 19,012,698       18%  

 Millburn

     $ 10,416,167       11%        $ -           0%  

 

*

Amount includes $6,662,170 allocated to FORT Contrarian Master and $23,250,997 allocated to FORT for direct trading.

 

**

Amount includes $14,258,133 allocated to FORT Contrarian Master and $23,736,293 allocated to FORT for direct trading.

For additional disclosures about operational and financial risk related to the COVID-19 outbreak, refer to Part II, Item 5. “Other Information.” in this Form 10-Q.

 

22


Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Partnership/Funds are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and all or substantially all of the Partnership’s/Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s/Funds’ main line of business.

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

Market movements result in frequent changes in the fair value of the Partnership’s/Funds’ open positions and, consequently, in their earnings and cash balances. The Partnership’s/Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s/Funds’ open positions and the liquidity of the markets in which they trade.

The Partnership/Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s/Funds’ past performance is not necessarily indicative of their future results.

Quantifying the Partnership’s and the Funds’ Trading Value at Risk

The following quantitative disclosures regarding the Partnership’s/Funds’ market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

The Partnership/Funds account for open positions on the basis of fair value accounting principles. Any loss in the market value of the Partnership’s and each Fund’s open positions is directly reflected in the Partnership’s and each Fund’s earnings and cash flow.

The Partnership’s/Funds’ risk exposure in the market sectors traded by the Advisors is estimated below in terms of Value at Risk. Please note that the Value at Risk model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either the General Partner or the Advisors in their daily risk management activities.

“Value at Risk” is a measure of the maximum amount which the Partnership/Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Funds’ speculative trading and the recurrence in the markets traded by the Partnership/Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s/Funds’ experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s/Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s/Funds’ attempts to manage their market risk.

Exchange margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The Advisors, with the exception of ISAM SM, Millburn and with respect to a portion of the assets allocated to FORT, currently trade the Partnership’s assets indirectly in master fund managed accounts established in the name of the master funds over which they have been granted limited authority to make trading decisions. ISAM SM, Millburn and FORT directly trade managed accounts in the name of the Partnership. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investment in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e., in the managed accounts in the Partnership’s name traded by ISAM SM, Millburn and FORT) and indirectly by each Fund separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019.

 

23


The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of March 31, 2020 and December 31, 2019. As of March 31, 2020, the Partnership’s total capitalization was $97,624,547.

 

March 31, 2020  
              % of Total  

Market Sector

          Value at Risk             Capitalization      

Currencies

      $ 2,025,077       2.07    % 

Energy

      1,529,858       1.57   

Grains

      404,303       0.41   

Indices

      2,927,215       3.00   

Interest Rates U.S.

      399,013       0.41   

Interest Rates Non-U.S.

      958,633       0.98   

Livestock

      145,233       0.15   

Metals

      549,685       0.56   

Softs

      288,791       0.30   
   

 

 

   

 

 

 

Total

      $ 9,227,808       9.45    % 
   

 

 

   

 

 

 

As of December 31, 2019, the Partnership’s total capitalization was $106,208,599.

 

December 31, 2019  
              % of Total  

Market Sector

          Value at Risk             Capitalization      

Currencies

      $ 5,947,595       5.60    % 

Energy

      1,343,409       1.26   

Grains

      175,804       0.17   

Indices

      3,752,327       3.53   

Interest Rates U.S.

      278,235       0.26   

Interest Rates Non-U.S.

      2,267,498       2.13   

Livestock

      389,162       0.37   

Metals

      670,194       0.63   

Softs

      196,738       0.19   
   

 

 

   

 

 

 

Total

      $ 15,020,962       14.14    % 
   

 

 

   

 

 

 

 

24


The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investment in the Funds by market category as of March 31, 2020 and December 31, 2019, and the highest, lowest and average values during the three months ended March 31, 2020 and the twelve months ended December 31, 2019. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of March 31, 2020 and December 31, 2019, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:

 

March 31, 2020  
              Three Months Ended March 31, 2020

Market Sector

     Value at Risk      % of Total
  Capitalization  
    High
   Value at Risk   
  Low
   Value at Risk   
  Average
  Value at Risk*  

Currencies

    $ 1,167,723       1.20       $ 9,404,341       $ 853,157       $ 5,589,992  

Energy

    665,403       0.68         1,559,358       561,592       935,886  

Grains

    209,506       0.21         424,894       155,660       300,854  

Indices

    445,409       0.46         3,255,908       402,431       2,010,760  

Interest Rates U.S.

    287,099       0.29         995,963       47,630       383,951  

Interest Rates Non-U.S.

    534,845       0.55         1,786,072       534,845       1,187,331  

Livestock

    111,815       0.11         183,425       94,490       138,499  

Metals

    548,103       0.56         1,134,364       479,059       815,484  

Softs

    143,456       0.15         519,555       136,136       302,417  
 

 

 

 

 

 

 

       

Total

    $ 4,113,359       4.21   %       
 

 

 

 

 

 

 

       

*   Average of daily Values at Risk.

 

December 31, 2019  
              Twelve Months Ended December 31, 2019

Market Sector

     Value at Risk      % of Total
  Capitalization  
    High
   Value at Risk   
  Low
   Value at Risk   
  Average
  Value at Risk*  

Currencies

    $ 5,050,187       4.75       $ 8,546,551       $ 3,999,802       $ 5,933,824  

Energy

    706,241       0.66         902,839       291,689       506,877  

Grains

    175,804       0.17         680,028       126,032       363,301  

Indices

    1,345,758       1.27         1,880,997       466,103       1,060,272  

Interest Rates U.S.

    104,550       0.10         750,531       36,055       356,168  

Interest Rates Non-U.S.

    735,108       0.69         2,070,441       280,569       1,416,836  

Livestock

    175,918       0.17         217,388       37,209       129,740  

Metals

    663,299       0.62         1,248,261       347,048       693,814  

Softs

    170,495       0.16         859,674       166,435       482,732  
 

 

 

 

 

 

 

       

Total

    $ 9,127,360       8.59   %       
 

 

 

 

 

 

 

       

*   Annual average of daily Values at Risk.

 

25


As of March 31, 2020, ADG Master’s total capitalization was $30,964,749. The Partnership owned approximately 60.1% of ADG Master. As of March 31, 2020, ADG Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to ADG Master for trading) was as follows:

 

March 31, 2020  
               Three Months Ended March 31, 2020

Market Sector

     Value at Risk   % of Total

 

  Capitalization  

    High

 

  Value at Risk  

  Low

 

  Value at Risk  

  Average

 

   Value at Risk*   

Currencies

     $ 1,384,038         4.47       $       1,981,928         $          866,260         $             1,444,412    

Indices

     4,069,035       13.14         4,207,133       2,478,934       3,484,341  

Interest Rates U.S.

     146,520       0.47         215,366       814       148,029  

Interest Rates Non-U.S.

     657,705       2.12         2,177,641       628,764       1,632,204  
  

 

 

 

 

 

 

       

Total

     $       6,257,298                   20.20   %       
  

 

 

 

 

 

 

       

 

*

Average of daily Values at Risk.

As of December 31, 2019, ADG Master’s total capitalization was $43,900,450. The Partnership owned approximately 65.9% of ADG Master. As of December 31, 2019, ADG Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to ADG Master for trading) was as follows:

 

December 31, 2019  
               Twelve Months Ended December 31, 2019*

Market Sector

     Value at Risk     % of Total

 

  Capitalization  

    High

 

  Value at Risk  

  Low

 

  Value at Risk  

  Average

 

  Value at Risk**  

Currencies

     $ 1,149,631         2.62       $       1,178,519         $         572,375         $             926,479    

Indices

     2,862,976       6.52         4,251,649       463,544       2,857,687  

Interest Rates U.S.

     158,061       0.36         158,061       3,003       58,651  

Interest Rates Non-U.S.

     1,641,537       3.74         6,000,000       985,559       1,551,018  
  

 

 

 

 

 

 

       

Total

     $       5,812,205                   13.24   %       
  

 

 

 

 

 

 

       

 

*

From February 1, 2019, commencement of operations for ADG Master, through December 31, 2019.

 

**

Annual average of daily Values at Risk.

As of March 31, 2020, Aquantum Master’s total capitalization was $33,521,669. The Partnership owned approximately 52.2% of Aquantum Master. As of March 31, 2020, Aquantum Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aquantum Master for trading) was as follows:

 

March 31, 2020  
               Three Months Ended March 31, 2020
         % of Total     High   Low   Average

Market Sector

     Value at Risk       Capitalization         Value at Risk       Value at Risk       Value at Risk*  

Energy

     $ 1,626,077         4.85       $         2,680,749         $         339,438         $             1,126,390    

Grains

     373,175       1.11         381,134       -           110,779  

Livestock

     64,020       0.19         864,160       64,020       529,266  

Softs

     278,420       0.83         299,586       -           181,564  
  

 

 

 

 

 

 

       

Total

     $      2,341,692                   6.98        
  

 

 

 

 

 

 

       

 

*

Average of daily Values at Risk.

 

26


As of December 31, 2019, Aquantum Master’s total capitalization was $35,530,342. The Partnership owned approximately 56.9% of Aquantum Master. As of December 31, 2019, Aquantum Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aquantum Master for trading) was as follows:

 

December 31, 2019  
               Twelve Months Ended December 31, 2019*
         % of Total     High   Low   Average

Market Sector                                

     Value at Risk       Capitalization         Value at Risk       Value at Risk       Value at Risk**  

Energy

     $ 992,506         2.79       $         1,985,763         $         318,007         $           1,030,946    

Livestock

     374,770       1.05         1,959,045       69,520       578,628  

Softs

     46,122       0.13         1,258,748       -           190,317  
  

 

 

 

 

 

 

       

Total

     $     1,413,398                   3.97        
  

 

 

 

 

 

 

       

 

*

From June 1, 2019, commencement of operations for Aquantum Master, through December 31, 2019.

 

**

Annual average of daily Values at Risk.

As of March 31, 2020, FORT Contrarian Master’s total capitalization was $124,451,132. The Partnership owned approximately 5.4% of FORT Contrarian Master. As of March 31, 2020, FORT Contrarian Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to FORT Contrarian Master for trading) was as follows:

 

March 31, 2020  
               Three Months Ended March 31, 2020
         % of Total     High   Low   Average

Market Sector                                

     Value at Risk       Capitalization         Value at Risk       Value at Risk       Value at Risk*  

Currencies

     $ 473,101         0.38       $       1,988,707         $       202,069         $             1,130,891    

Energy

     289,676       0.23         1,165,186       176,252       663,564  

Indices

     672,519       0.54         5,798,597       672,519       3,856,535  

Interest Rates U.S.

     441,777       0.35         1,702,197       145,815       601,868  

Interest Rates Non-U.S.

     527,912       0.42         4,211,112       495,790       2,662,226  

Metals

     29,293       0.02         257,510       22,902       97,293  
  

 

 

 

 

 

 

       

Total

     $       2,434,278                   1.94        
  

 

 

 

 

 

 

       

 

*

Average of daily Values at Risk.

As of December 31, 2019, FORT Contrarian Master’s total capitalization was $130,997,887. The Partnership owned approximately 10.9% of FORT Contrarian Master. As of December 31, 2019, FORT Contrarian Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to FORT Contrarian Master for trading) was as follows:

 

December 31, 2019  
               Twelve Months Ended December 31, 2019
         % of Total     High   Low   Average

Market Sector                            

     Value at Risk       Capitalization         Value at Risk       Value at Risk       Value at Risk*  

Currencies

     $     1,282,578         0.98       $       2,722,342         $     1,167,105         $         2,059,679    

Energy

     664,515       0.51         720,189       126,587       398,717  

Indices

     4,769,426       3.64         7,273,188       1,484,652       5,206,475  

Interest Rates U.S.

     637,821       0.49         1,460,401       135,327       740,400  

Interest Rates Non-U.S.

     4,134,103       3.16         5,684,725       2,270,618       4,110,318  

Metals

     63,261       0.05         301,202       8,118       118,888  
  

 

 

 

 

 

 

       

Total

     $ 11,551,704                   8.83        
  

 

 

 

 

 

 

       

 

*

Annual average of daily Values at Risk.

 

27


Item 4. Controls and Procedures.

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the President and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2020 and, based on that evaluation, the General Partner’s President and CFO have concluded that, at that date, the Partnership’s disclosure controls and procedures were effective.

The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s President and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:

 

   

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

 

   

provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and

 

   

provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended March 31, 2020 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which MS&Co. or its subsidiaries is a party or to which any of their property is subject. There are no material legal proceedings pending against the Partnership or the General Partner.

On June 1, 2011, Morgan Stanley & Co. Incorporated converted from a Delaware corporation to a Delaware limited liability company. As a result of that conversion, Morgan Stanley & Co. Incorporated is now named Morgan Stanley & Co. LLC (“MS&Co.”).

MS&Co. is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2019, 2018, 2017, 2016, 2015, 2014 and 2013. In addition, MS&Co. annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the Commitments, Guarantees and Contingencies – Legal section of MS&Co.’s 2019 Audited Financial Statement.

In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and MS&Co. has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the 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 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 limited liability company with its main business office located at 1585 Broadway, New York, New York 10036. Among other registrations and memberships, MS&Co. is registered as a futures commission merchant and is a member of the National Futures Association.

During the preceding five years, the following administrative, civil, or criminal actions pending, on appeal or concluded against MS&Co. or any of its principals are material within the meaning of CFTC Rule 4.24(l)(2) or 4.34(k)(2):

Regulatory and Governmental Matters.

On February 25, 2015, MS&Co. reached an agreement in principle with the United States Department of Justice, Civil Division and the United States Attorney’s Office for the Northern District of California, Civil Division (collectively, the “Civil Division”) to pay $2.6 billion to resolve certain claims that the Civil Division indicated it intended to bring against MS&Co. That settlement was finalized on February 10, 2016.

 

29


In October 2014, the Illinois Attorney General’s Office (“ILAG”) sent a letter to MS&Co. alleging that MS&Co. knowingly made misrepresentations related to RMBS purchased by certain pension funds affiliated with the State of Illinois and demanding that MS&Co. pay ILAG approximately $88 million. MS&Co. and ILAG reached an agreement to resolve the matter on February 10, 2016.

On January 13, 2015, the New York Attorney General’s Office (“NYAG”), which is also a member of the RMBS Working Group, indicated that it intended to file a lawsuit related to approximately 30 subprime securitizations sponsored by MS&Co. NYAG indicated that the lawsuit would allege that MS&Co. misrepresented or omitted material information related to the due diligence, underwriting and valuation of the loans in the securitizations and the properties securing them and indicated that its lawsuit would be brought under the Martin Act. MS&Co. and NYAG reached an agreement to resolve the matter on February 10, 2016.

On July 23, 2014, the SEC approved a settlement by MS&Co. and certain affiliates to resolve an investigation related to certain subprime RMBS transactions sponsored and underwritten by those entities in 2007. Pursuant to the settlement, MS&Co. and certain affiliates were charged with violating Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, agreed to pay disgorgement and penalties in an amount of $275 million and neither admitted nor denied the SEC’s findings.

On April 21, 2015, the Chicago Board Options Exchange, Incorporated (CBOE) and the CBOE Futures Exchange, LLC (CFE) filed statements of charges against MS&Co. in connection with trading by one of MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of the November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7, Sections 9(a) and 10(b) of the Exchange Act and Rule 10b-5 thereunder. CFE alleged that MS&Co. violated CFE Rules 608, 609 and 620. The matters were resolved on July 12, 2016 and June 28, 2016, respectively, without any findings of fraud.

On June 18, 2015, MS&Co. entered into a settlement with the SEC and paid a fine of $500,000 as part of the Municipalities Continuing Disclosure Corporation Initiative to resolve allegations that MS&Co. failed to form a reasonable basis through adequate due diligence for believing the truthfulness of the assertions by issuers and/or obligors regarding their compliance with previous continuing disclosure undertakings pursuant to Rule 15c2-12 under the Exchange Act in connection with offerings in which MS&Co. acted as senior or sole underwriter.

On August 6, 2015, MS&Co. consented to and became the subject of an order by the CFTC to resolve allegations that MS&Co. violated CFTC Regulation 22.9(a) by failing to hold sufficient U.S. Dollars in cleared swap segregated accounts in the United States to meet all U.S. Dollar obligations to cleared swaps customers. Specifically, the CFTC found that while MS&Co. at all times held sufficient funds in segregation to cover its obligations to its customers, on certain days during 2013 and 2014, it held currencies, such as euros, instead of US dollars, to meet its U.S. dollar obligations. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to have in place adequate procedures to ensure that it complied with CFTC Regulation 22.9(a). Without admitting or denying the findings or conclusions and without adjudication of any issue of law or fact, MS&Co. accepted and consented to the entry of findings, the imposition of a cease and desist order, a civil monetary penalty of $300,000, and undertakings related to public statements, cooperation, and payment of the monetary penalty.

 

30


On December 20, 2016, MS&Co. consented to and became the subject of an order by the SEC in connection with allegations that MS&Co. willfully violated Sections 15(c)(3) and 17(a)(1) of the Exchange Act and Rules 15c3-3(e), 17a-5(a), and 17a-5(d) thereunder, by inaccurately calculating its Reserve Account requirement under Rule 15c3-3 by including margin loans to an affiliate in its calculations, which resulted in making inaccurate records and submitting inaccurate reports to the SEC. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. consented to a cease and desist order, a censure, and a civil monetary penalty of $7,500,000.

On September 28, 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co. regarding violations of CFTC Rule 166.3 by failing to diligently supervise the reconciliation of exchange and clearing fees with the amounts it ultimately charged customers for certain transactions on multiple exchanges. The order and settlement required MS&Co. to pay a $500,000 penalty and cease and desist from violating CFTC Rule 166.3.

On November 2, 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co. for non-compliance with applicable rules governing Part 17 Large Trader reports to the CFTC. The order requires MS&Co. to pay a $350,000 penalty and cease and desist from further violations of the Commodity Exchange Act.

Civil Litigation

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint relates to a $275 million credit default swap (“CDS”) 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 MS&Co. misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co, knew that the assets backing the CDO were of poor quality when it entered into the CDS with CDIB. 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 denied MS&Co.’s motion to dismiss the complaint. On December 21, 2018, the court denied MS&Co.’s motion for summary judgment and granted in part MS&Co.’s motion for sanctions relating to spoliation of evidence. On January 24, 2019, CDIB filed a notice of appeal from the court’s December 21, 2018 order, and on January 25, 2019, MS&Co. filed a notice of appeal from the same order. On March 7, 2019, the court denied the relief that CDIB sought in a motion to clarify and resettle the portion of the court’s December 21, 2018 order granting spoliation sanctions. On January 24, 2019, CDIB filed a notice of appeal from the court’s December 21, 2018 order, and on January 25, 2019, MS&Co. filed a notice of appeal from the same order. On March 7, 2019, the court denied the relief that CDIB sought in a motion to clarify and resettle the portion of the court’s December 21, 2018 order granting spoliation sanctions. On December 5, 2019, the Appellate Division, First Department (“First Department”) heard the parties’ cross-appeals. Based on currently available information, MS&Co. believes it could incur a loss in this action 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 MS&Co. and other defendants in the Circuit Court of the State of Illinois, styled Federal Home

 

31


Loan Bank of Chicago v. Bank of America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011, which 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 and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by MS&Co. at issue in the action was approximately $203 million. The complaint seeks, among other things, to rescind the plaintiff’s purchase of such certificates. The defendants filed a motion to dismiss the corrected amended complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. On January 18, 2017, the court entered an order dismissing all claims related to an additional securitization at issue. After those dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $65 million. At December 25, 2019, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $35 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $35 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $133 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 11, 2016, the First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At December 25, 2019, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $22 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $22 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

In August of 2017, MS&Co. was named as a defendant in a purported antitrust class action in the United States District Court for the United States District Court for the Southern District of New York styled Iowa Public Employees’ Retirement System et al. v. Bank of America Corporation et al. Plaintiffs allege, inter alia, that MS&Co., together with a number of other financial institution defendants, violated U.S. antitrust laws and New York state law in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for securities lending. The class action complaint was filed on behalf of a purported class of borrowers and lenders who entered into stock loan transactions with the defendants. The

 

32


class action complaint seeks, among other relief, certification of the class of plaintiffs and treble damages. On September 27, 2018, the court denied the defendants’ motion to dismiss the class action complaint.

Beginning on March 25, 2019, MS&Co. was named as a defendant in a series of putative class action complaints filed in the Southern District of New York, the first of which was styled Alaska Electrical Pension Fund v. BofA Secs., Inc., et al. Each complaint alleges a conspiracy to fix prices and restrain competition in the market for unsecured bonds issued by the following Government-Sponsored Enterprises: the Federal National Mortgage Association; the Federal Home Loan Mortgage Corporation; the Federal Farm Credit Banks Funding Corporation; and the Federal Home Loan Banks. Each complaint raises a claim under Section 1 of the Sherman Act and seeks, among other things, injunctive relief and treble compensatory damages. On May 23, 2019, plaintiffs filed a consolidated amended class action complaint, now styled In re GSE Bonds Antitrust Litigation. The purported class period in the consolidated amended complaint is now from January 1, 2009 to January 1, 2016. On June 13, 2019, the defendants filed a joint motion to dismiss the consolidated amended complaint. On August 29, 2019, the court in In re GSE Bonds Antitrust Litigation denied MS&Co.’s motion to dismiss. The case is set for trial in May 2020.

Settled Civil Litigation

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleged that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 23, 2017, the parties reached an agreement to settle the litigation.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raises claims under both the federal securities laws and California law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On December 21, 2016, the parties reached an agreement to settle the litigation.

On October 25, 2010, MS&Co., certain affiliates and Pinnacle Performance Limited, a special purpose vehicle (“SPV”), were named as defendants in a purported class action in the United States District Court for the Southern District of New York (“SDNY”), styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et al. On January 31, 2014, the plaintiffs in the action, which related to securities issued by the SPV in Singapore, filed a second amended complaint, which asserted common law claims of fraud, aiding and abetting fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the implied covenant of

 

33


good faith and fair dealing. On July 17, 2014, the parties reached an agreement to settle the litigation, which received final court approval on July 2, 2015.

On July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against MS&Co. 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 alleged 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 MS&Co. was approximately $153 million. On June 8, 2015, the parties reached an agreement to settle the litigation.

On April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. 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. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleged 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 MS&Co. was approximately $1.073 billion. The amended complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On January 8, 2016, the parties reached an agreement to settle the litigation.

On November 4, 2011, the Federal Deposit Insurance Corporation (“FDIC”), as receiver for Franklin Bank S.S.B, filed two complaints against MS&Co. in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten and sold to plaintiff by MS&Co. in these cases was approximately $67 million and $35 million, respectively. On July 2, 2015, the parties reached an agreement to settle the litigation.

On February 14, 2013, Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Bank Hapoalim B.M. v. Morgan Stanley et al. The complaint alleged that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $141 million. On July 28, 2015, the parties reached an agreement to settle the litigation, and on August 12, 2015, the plaintiff filed a stipulation of discontinuance with prejudice.

On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the SDNY. The complaint alleged that defendants made untrue statements of material fact or omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiffs in the matter

 

34


was approximately $417 million. The complaint alleged violations of federal and various state securities laws and sought, among other things, rescissionary and compensatory damages. On November 23, 2015, the parties reached an agreement to settle the matter.

On September 16, 2014, the Virginia Attorney General’s Office filed a civil lawsuit, styled Commonwealth of Virginia ex rel. Integra REC LLC v. Barclays Capital Inc., et al., against MS&Co. and several other defendants in the Circuit Court of the City of Richmond related to RMBS. The lawsuit alleged that MS&Co. and the other defendants knowingly made misrepresentations and omissions related to the loans backing RMBS purchased by the Virginia Retirement System. The complaint asserts claims under the Virginia Fraud Against Taxpayers Act, as well as common law claims of actual and constructive fraud, and sought, among other things, treble damages and civil penalties. On January 6, 2016, the parties reached an agreement to settle the litigation. An order dismissing the action with prejudice was entered on January 28, 2016.

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and alleged that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $385 million. The amended complaint raised claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. On July 13, 2018, the parties reached an agreement in principle to settle the litigation.

On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleged that defendants made material misrepresentations and 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 MS&Co. to plaintiff was approximately $634 million. The complaint alleged causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and sought, among other things, compensatory and punitive damages. On June 26, 2018, the parties entered into an agreement to settle the litigation.

On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleged that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV, and asserted violations of the California False Claims Act and other state laws and sought treble damages, civil penalties, disgorgement, and injunctive relief. On April 24, 2019, the parties reached an agreement to settle the litigation.

 

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Additional lawsuits containing claims similar to those described above may be filed in the future. In the course of its business, MS&Co., as a major futures commission merchant, is party to various civil actions, claims and routine regulatory investigations and proceedings that the General Partner believes do not have a material effect on the business of MS&Co. MS&Co. may establish reserves from time to time in connections with such actions.

 

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Item 1A. Risk Factors.

There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors.” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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

For the three months ended March 31, 2020, there were no additional subscriptions. Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. Redeemable Units are purchased by accredited investors, as defined in Regulation D. In determining the applicability of the exemption, the General Partner relies on the fact that the Redeemable Units are purchased by accredited investors in a private offering.

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

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

 

             
                                  (d) Maximum  
                             (c) Total     Number (or  
                             Number of     Approximate  
                             Redeemable     Dollar Value)  
                             Units     of Redeemable  
     Class A       Class A       Class D       Class D       Purchased     Units that  
     (a) Total       (b) Average       (a) Total       (b) Average       as Part of     May Yet Be  
     Number of       Price Paid       Number of       Price Paid       Publicly     Purchased  
     Redeemable       per       Redeemable       per       Announced     Under the  
     Units       Redeemable       Units       Redeemable       Plans or     Plans or  
Period   Purchased*       Unit**       Purchased*       Unit**       Programs     Programs  

January 1, 2020 - January 31, 2020

    2,311.7630     $         755.85       N/A       N/A     N/A   N/A

February 1, 2020 - February 29, 2020

    1,360.1700     $ 736.59       51.0000     $ 916.84     N/A   N/A

March 1, 2020 - March 31, 2020

    2,005.9570     $ 723.03       425.0780     $ 900.90     N/A   N/A
      5,677.8900     $ 739.64       476.0780     $ 902.61          

 

*

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

 

**

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

 

Item

3. Defaults Upon Senior Securities. None.

 

Item

4. Mine Safety Disclosures. Not applicable.

 

Item

5. Other Information.

Certain impacts to public health conditions particular to the coronavirus (COVID-19) outbreak that occurred subsequent to March 31, 2020 could impact the operations and financial performance of the Partnership investments. The extent of the impact to the financial performance of the Partnership investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Partnership investments is impacted because of these factors for an extended period, the Partnership performance may be adversely affected.

 

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Item 6. Exhibits.

 

 

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 Linkbase Document.
101. PRE   XBRL Taxonomy Extension Presentation Linkbase Document.
101. DEF   XBRL Taxonomy Extension Definition Linkbase Document.

 

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SIGNATURES

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

 

CERES TACTICAL SYSTEMATIC L.P.   
By:   Ceres Managed Futures LLC   
  (General Partner)   
By:  

/s/ Patrick T. Egan                                     

  
  Patrick T. Egan   
  President and Director   
Date:         May 11, 2020   
By:  

/s/ Steven Ross

  
  Steven Ross   
  Chief Financial Officer and Director   
  (Principal Accounting Officer)   
Date:   May 11, 2020   

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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