UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM10-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,September 30, 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 Number000-31563

CERES TACTICAL GLOBAL L.P.

 

(Exact name of registrant as specified in its charter)

 

Delaware 13-4084211

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

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.

YesX    No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

YesX    No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.

Large accelerated filer                         Accelerated filer                                Non-accelerated filerX

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 Rule12b-2 of the Exchange Act).

Yes      NoX

As of April 30,October 31, 2020, 3,156,179.8552,831,215.457 Limited Partnership Class A Units were outstanding and 4,681.754 Limited Partnership Class Z Units were outstanding.


PART I. FINANCIAL INFORMATION

Item 1.Financial Statements.

Ceres Tactical Global L.P.

Statements of Financial Condition

 

 

March 31,

2020

 December 31,
2019
   

September 30,

2020

   

December 31,

2020

 
 (Unaudited) 

 

   (Unaudited)   

 

 

Assets:

      

Investment in ADG Master(1), at fair value

   $        12,345,161      $        14,991,927     $7,862,133   $14,991,927 

Redemptions receivable from ADG Master

 412,261    46,358      25,496    46,358 

Equity in trading account:

      

Unrestricted cash

 16,535,059    16,773,307          14,774,815        16,773,307 

Restricted cash

 357,064    602,161      486,560    602,161 

Net unrealized appreciation on open futures contracts

 225,832     -          131,500    -   

Options purchased, at fair value (premiums paid $0 and $9,075 at March 31, 2020 and December 31, 2019, respectively)

  -        21,313   

Options purchased, at fair value (premiums paid $0 and $9,075
at September 30, 2020 and December 31, 2019, respectively)

   -      21,313 
 

 

  

 

   

 

   

 

 

Total equity in trading account

 17,117,955    17,396,781      15,392,875    17,396,781 
 

 

  

 

   

 

   

 

 

Expense reimbursement

 11,452    14,346      27,688    14,346 

Interest receivable

 6,547    22,037      1,055    22,037 
 

 

  

 

   

 

   

 

 

Total assets

   $29,893,376      $32,471,449     $23,309,247   $32,471,449 
 

 

  

 

   

 

   

 

 

Liabilities and Partners’ Capital:

      

Liabilities:

      

Net unrealized depreciation on open futures contracts

   $-          $93,481     $-     $93,481 

Accrued expenses:

      

General Partner fees

 17,629    20,201      14,489    20,201 

Management fees

 19,270    22,313      15,229    22,313 

Incentive fees

 135,400     -       

Professional fees

 117,166    107,776      114,868    107,776 

Redemptions payable to Limited Partners

 743,807    787,173      189,799    787,173 
 

 

  

 

   

 

   

 

 

Total liabilities

 1,033,272    1,030,944      334,385    1,030,944 
 

 

  

 

   

 

   

 

 

Partners’ Capital:

      

General Partner, Class Z, 37,254.248 Units outstanding at March 31, 2020 and December 31, 2019

 390,571    377,559   

Limited Partners, Class A, 3,293,021.688 and 3,694,466.834 Units outstanding at March 31, 2020 and December 31, 2019, respectively

 28,420,445    30,975,585   

Limited Partners, Class Z, 4,681.754 and 8,620.412 Units outstanding at March 31, 2020 and December 31, 2019, respectively

 49,088    87,361   

General Partner, Class Z, 37,254.248 Units outstanding at September 30, 2020 and December 31, 2019

   357,938    377,559 

Limited Partners, Class A, 2,875,674.998 and 3,694,466.834 Units outstanding
at September 30, 2020 and December 31, 2019, respectively

   22,571,937    30,975,585 

Limited Partners, Class Z, 4,681.754 and 8,620.412 Units outstanding
at September 30, 2020 and December 31, 2019, respectively

   44,987    87,361 
 

 

  

 

   

 

   

 

 

Total partners’ capital (net asset value)

 28,860,104    31,440,505      22,974,862    31,440,505 
 

 

  

 

   

 

   

 

 

Total liabilities and partners’ capital

   $29,893,376      $32,471,449     $23,309,247   $32,471,449 
 

 

  

 

   

 

   

 

 

Net asset value per Unit:

      

Class A

   $8.63      $8.38     $7.85   $8.38 
 

 

  

 

   

 

   

 

 

Class Z

   $10.48      $10.13     $9.61   $10.13 
 

 

  

 

   

 

   

 

 

(1) Defined in Note 1.

(1) Defined in Note 1.

See accompanying notes to financial statements.

 

1


Ceres Tactical Global L.P.

Condensed Schedule of Investments

March 31,September 30, 2020

(Unaudited)

 

      Number of Contracts       Fair Value   % of Partners’
Capital
          Number of        
Contracts
 Fair Value % of Partners’
Capital
 

Futures Contracts Purchased

         

Currencies

   42         $41,851      0.14    41  $4,292                       0.02  

Metals

  9  (3,680)  (0.02)  
    

 

   

 

   

 

  

 

 

Total futures contracts purchased

     41,851      0.14     612   0.00  
    

 

   

 

   

 

  

 

 

Futures Contracts Sold

         

Currencies

   66        181,952      0.63     132                  130,888   0.57   

Indices

   4        2,029      0.01   
    

 

   

 

   

 

  

 

 

Total futures contracts sold

     183,981      0.64     130,888   0.57   
    

 

   

 

   

 

  

 

 

Net unrealized appreciation on open futures contracts

      $              225,832      0.78  

Net unrealized appreciation on open futures contracts

 

 $131,500   0.57  
    

 

   

 

   

 

  

 

 

*    Due to rounding.

 

 

 

See accompanying notes to financial statements.

 

2


Ceres Tactical Global L.P.

Condensed Schedule of Investments

December 31, 2019

 

      Number of Contracts       Fair Value % of Partners’
Capital
   Number of
Contracts
   Fair Value   % of Partners’
Capital
 

Futures Contracts Purchased

           

Currencies

   194         $                44,207    0.14                         194       $              44,207                          0.14  

Metals

   22        27,802  0.09      22      27,802      0.09   
    

 

 

 

     

 

   

 

 

Total futures contracts purchased

     72,009  0.23        72,009      0.23   
    

 

 

 

     

 

   

 

 

Futures Contracts Sold

           

Currencies

   110        (163,160)  (0.52)     110      (163,160)     (0.52)  

Interest Rates U.S.

   14        (2,599)  (0.01)     14      (2,599)     (0.01)  

Interest RatesNon-U.S.

   8        269  0.00     8      269      0.00  
    

 

 

 

     

 

   

 

 

Total futures contracts sold

     (165,490)  (0.53)       (165,490)     (0.53)  
    

 

 

 

     

 

   

 

 

Net unrealized depreciation on open futures contracts

      $(93,481)  (0.30) 

Net unrealized depreciation on open futures contracts

 

    $(93,481)     (0.30) 
    

 

 

 

     

 

   

 

 

Options Purchased

           

Calls

           

Currencies

   33         $21,313  0.07     33       $21,313      0.07  
    

 

 

 

     

 

   

 

 

Total options purchased (premiums paid $9,075)

      $21,313  0.07        $21,313      0.07  
    

 

 

 

     

 

   

 

 

*    Due to rounding.

 

*

Due to rounding.

 

 

 

See accompanying notes to financial statements.

 

3


Ceres Tactical Global L.P.

Statements of Income and Expenses

(Unaudited)

 

  Three Months Ended
  March 31,  Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
  2020 2019  2020   2019   2020   2019 

Investment Income:

           

Interest income

    $46,983      $            64,293     $3,622    $97,024    $54,710    $236,777  

Interest income allocated from the Fund(s) (1)

   32,026  135,096    1,394     66,581     35,382     307,914  
  

 

 

 

  

 

   

 

   

 

   

 

 

Total investment income

   79,009  199,389    5,016     163,605     90,092     544,691  
  

 

 

 

  

 

   

 

   

 

   

 

 

Expenses:

           

Expenses allocated from the Fund(s)

   15,531  78,854    11,242     13,436     38,276��    165,362  

Clearing fees related to direct investments

   41,313  14,606    43,636     34,660     130,827     77,002  

Ongoing placement agent fees

   146,262  190,782    59,033     169,642     337,731     539,263  

General Partner fees

   55,682  72,761    45,034     64,525     151,177     205,362  

Management fees

   61,177  100,675    46,731     71,068     161,190     252,590  

Incentive fees

   135,400  172,502    -      86,335     135,400     203,155  

Professional fees

   55,772  74,399    64,185     78,955     170,456     231,844  
  

 

 

 

  

 

   

 

   

 

   

 

 

Total expenses

   511,137  704,579        269,861         518,621         1,125,057         1,674,578  

Expenses reimbursed by the General Partner

   (50,325 (85,712   (68,024)    (53,924)    (170,712)    (241,990) 
  

 

 

 

  

 

   

 

   

 

   

 

 

Net expenses

   460,812  618,867    201,837     464,697     954,345     1,432,588  
  

 

 

 

  

 

   

 

   

 

   

 

 

Net investment loss

   (381,803 (419,478   (196,821)    (301,092)    (864,253)    (887,897) 
  

 

 

 

  

 

   

 

   

 

   

 

 

Trading Results:

           

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

           

Net realized gains (losses) on closed contracts

   1,681,039  (207,793   144,985     25,281     876,807     (26,434) 

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

   (976,675 (346,123   114,057     (210,191)    (1,807,240)    (778,358) 

Net change in unrealized gains (losses) on open contracts

   311,975  60,065    (78,655)    234,291     210,633     198,897  

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

   157,905  673,680    (83,935)    398,288     (145,315)    1,031,211  
  

 

 

 

  

 

   

 

   

 

   

 

 

Total trading results

   1,174,244  179,829    96,452     447,669     (865,115)    425,316  
  

 

 

 

  

 

   

 

   

 

   

 

 

Net income (loss)

    $792,441    $(239,649  $(100,369)   $146,577    $(1,729,368)   $(462,581) 
  

 

 

 

  

 

   

 

   

 

   

 

 

Net income (loss) per Unit*:

           

Class A

    $0.25    $(0.06  $(0.03)   $0.04    $(0.53)   $(0.11) 
  

 

 

 

  

 

   

 

   

 

   

 

 

Class Z

    $0.35    $(0.02  $(0.02)   $0.09    $(0.52)   $0.02  
  

 

 

 

  

 

   

 

   

 

   

 

 

Weighted average number of Units outstanding:

           

Class A

           3,535,215.632          4,368,661.946        2,987,702.638         3,952,643.816             3,232,170.478         4,154,317.654  
  

 

 

 

  

 

   

 

   

 

   

 

 

Class Z

   44,363.609  62,642.865    41,936.002     47,111.033     42,745.204     54,038.457  
  

 

 

 

  

 

   

 

   

 

   

 

 

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

*

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

(1)

Defined in Note 1.

See accompanying notes to financial statements.

 

4


Ceres Tactical Global L.P.

Statements of Changes in Partners’ Capital

For the Three and Nine Months Ended March 31,September 30, 2020 and 2019

(Unaudited)

 

   Class A Class Z Total
   Amount Units Amount Units Amount Units

Partners’ Capital, December 31, 2018

    $5,085,280     583,751.985      $72,542     7,027.337      $5,157,822     590,779.322   

Subscriptions - General Partner

   -       -       411,459   39,870.113   411,459   39,870.113 

Subscriptions - Limited Partners

   33,753,729   3,875,284.653   176,590   17,111.399   33,930,319   3,892,396.052 

Redemptions - Limited Partners

   (2,039,050  (234,030.205  (42,701  (4,097.953  (2,081,751  (238,128.158

Net income (loss)

   (239,099  -       (550  -       (239,649  -     
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners’ Capital, March 31, 2019

    $36,560,860   4,225,006.433    $617,340   59,910.896    $37,178,200   4,284,917.329 
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Class A Class Z Total
   Amount Units Amount Units Amount Units

Partners’ Capital, December 31, 2019

    $30,975,585   3,694,466.834    $464,920   45,874.660    $31,440,505   3,740,341.494 

Redemptions - Limited Partners

   (3,333,592  (401,445.146  (39,250  (3,938.658  (3,372,842  (405,383.804

Net income (loss)

   778,452   -       13,989   -       792,441   -     
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partners’ Capital, March 31, 2020

    $      28,420,445         3,293,021.688    $      439,659         41,936.002    $          28,860,104         3,334,957.690 
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Class A  Class Z  Total 
   Amount  Units  Amount  Units  Amount  Units 

Partners’ Capital, December 31, 2018

  $5,085,280   583,751.985  $72,542   7,027.337  $5,157,822   590,779.322 

Subscriptions - General Partner

   -     -         411,459   39,870.113   411,459   39,870.113 

Subscriptions - Limited Partners

       33,753,729   3,875,284.653   176,590   17,111.399       33,930,319   3,892,396.052 

Redemptions - General Partner

   -     -     (100,000  (9,643.202  (100,000  (9,643.202

Redemptions - Limited Partners

   (4,945,416  (571,819.538  (75,258  (7,254.614  (5,020,674  (579,074.152

Net income (loss)

   (464,510  -     1,929   -     (462,581  -   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Partners’ Capital, September 30, 2019

  $33,429,083   3,887,217.100  $487,262   47,111.033  $33,916,345   3,934,328.133 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Partners’ Capital, June 30, 2019

  $34,219,274   3,995,688.271  $482,823   47,111.033  $34,702,097   4,042,799.304 

Redemptions - Limited Partners

   (932,329  (108,471.171  -     -     (932,329  (108,471.171

Net income (loss)

   142,138   -     4,439   -     146,577   -   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Partners’ Capital, September 30, 2019

  $33,429,083   3,887,217.100  $487,262   47,111.033  $33,916,345   3,934,328.133 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   Class A  Class Z  Total 
   Amount  Units  Amount  Units  Amount  Units 

Partners’ Capital, December 31, 2019

  $30,975,585   3,694,466.834  $464,920   45,874.660  $31,440,505   3,740,341.494 

Redemptions - Limited Partners

   (6,697,025  (818,791.836  (39,250  (3,938.658  (6,736,275  (822,730.494

Net income (loss)

   (1,706,623  -     (22,745  -     (1,729,368  -   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Partners’ Capital, September 30, 2020

  $22,571,937   2,875,674.998  $402,925   41,936.002  $22,974,862   2,917,611.000 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Partners’ Capital, June 30, 2020

  $24,067,987   3,052,778.098  $403,686   41,936.002  $24,471,673   3,094,714.100 

Redemptions - Limited Partners

   (1,396,442  (177,103.100  -     -     (1,396,442  (177,103.100

Net income (loss)

   (99,608  -     (761  -     (100,369  -   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Partners’ Capital, September 30, 2020

  $22,571,937   2,875,674.998  $402,925   41,936.002  $22,974,862   2,917,611.000 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

 

See accompanying notes to financial statements.

 

5


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

1.

1.       Organization:

Ceres Tactical Global L.P. (the “Partnership”) is a Delaware limited partnership organized in 1999 to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products (collectively, “Futures Interests”) (refer to Note 7, “Financial Instruments”). The Futures Interests that are traded by the Partnership, either directly, through individually managed accounts, 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 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.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (“Ceres” or the “General Partner”) and commodity pool operator of the Partnership and is the general partner or trading manager (in such capacity, the “Trading Manager”) of each Fund. Ceres 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,September 30, 2020 and 2019, the Partnership’s and the 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 or swap contract counterparty for certain Funds.

Units of limited partnership interest (“Unit(s)”) of the Partnership were offered in two classes (each, a “Class” or collectively, the “Classes”): Class A Units and Class Z Units. Class A Units and Class Z Units are identical, except that Class Z Units are not subject to the monthly ongoing placement agent fee. Effective July 1, 2020, Class A Units are subject to a monthly ongoing placement agent fee equal to 1/12 of 1.0% (a 1.0% annual rate) of the adjusted net assets of Class A Units (computed monthly by multiplying the adjusted net assets of the Class A Units by 1.0% and dividing the result thereof by 12). Prior to July 1, 2020, Class A Units were subject to a monthly ongoing placement agent fee equal to 1/12 of 2.0% (a 2.0% annual rate) of adjusted beginning net assets of Class A. The rights, liabilities, risks, and fees associated with investment in the Class A Units were not changed. Class Z Units were offered to limited partners who received advisory services from Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”) and may have also bebeen offered to certain employees of Morgan Stanley and/or its subsidiaries (and their family members).

As of March 31,September 30, 2020, all trading decisions were made for the Partnership by P/E Global LLC (“P/E Global”), Greenwave Capital Management LLC (“Greenwave”) and ADG Capital Management LLP (“ADG”) (each, a “Trading Advisor” and collectively, the “Trading Advisors”), each of which is a registered commodity trading advisor. Effective June 30, 2019, SECOR Capital Advisors, LP (“SECOR”) ceased to act as a commodity trading advisor to the Partnership. On June 30, 2019, the Partnership fully redeemed its investment in SECOR Master Fund L.P. (“SECOR Master”). Effective April 3, 2019, the General Partner terminated AE Capital PTY Limited (“AE Capital”) as a commodity trading 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 the4-Week U.S. Treasury bill discount rate. On April 30, 2019, the Partnership fully redeemed its investment in CMF AE Capital Master Fund LLC (“AE Capital Master”). On January 1, 2019, the Partnership allocated a portion of its assets to Willowbridge Associates Inc. (“Willowbridge”), which was invested in CMF Willowbridge Master Fund L.P. (“Willowbridge Master”). Effective January 31, 2019, Willowbridge ceased to act as a commodity trading advisor to the Partnership. On January 31, 2019, the Partnership fully redeemed its investment in Willowbridge Master. References herein to a “Trading Advisor” or the “Trading Advisors” may also include, as relevant, SECOR, AE Capital and Willowbridge. Each Trading Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each Trading Advisor either directly, through individually managed accounts in the Partnership’s name, or indirectly, through its investments in the Funds. The Trading Advisors are not affiliated with one another, the General Partner or MS&Co., and are not responsible for the organization or operation of the Partnership.

 

6


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

P/E Global directly trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to P/E Global’s FX Strategy Standard – MS Program. Greenwave directly trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to Greenwave’s Flagship Plus Program.

The Partnership and CMF ADG Master Fund LLC (“ADG Master” or the “Fund”) have entered into futures brokerage account agreements with MS&Co. Prior to their respective terminations, each of SECOR Master, AE Capital Master and Willowbridge Master had entered into futures brokerage account agreements and foreign exchange prime brokerage agreements with MS&Co. References herein to “Funds” may also include, as relevant, SECOR Master, AE Capital Master and Willowbridge Master. Pursuant to these agreements, the Partnership, directly or indirectly 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, user,give-up, floor brokerage and National Futures Association fees (collectively, the “clearing fees”).

Prior to their respective terminations, Willowbridge 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 Willowbridge Master and SECOR Master, Willowbridge and SECOR were parties to the FX Agreements for the Funds to which each acted as commodity trading 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 General Partner fee, 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 General Partner pays or reimburses the Partnership, from the General Partner fee it receives from the Partnership, the ordinary administrative expenses of the Partnership, to the extent these expenses exceed 0.85% annually of the net assets of the Partnership, including the expenses related to the engagement of the Administrator.

2.

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,September 30, 2020 and the results of its operations and changes in partners’ capital for the three and nine months ended March 31,September 30, 2020 and 2019. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form10-K (the “Form10-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.

 

7


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

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

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

Statement of Cash Flows.The.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,September 30, 2020 and 2019, the Partnership carried no debt and all 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 ADG Master, and carried its investments in SECOR Master and AE Capital Master (prior to their respective terminations), based on the Partnership’s (1) respective net contribution to each Fund and (2) its respective allocated share of the undistributed profits and losses, including realized gains or losses and net change in unrealized gains or losses, of each Fund. Prior to Willowbridge Master’s termination on January 31, 2019, the Partnership carried its investment in Willowbridge Master based on Willowbridge Master’s net asset value per unit as calculated by Willowbridge Master.

Partnership’s/Funds’ Derivative Investments. All Futures Interests held by the Partnership/Funds, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The Futures Interests are recorded on trade date and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in Futures 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. Net 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 due to 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,September 30, 2020 and December 31, 2019, the amount of cash held for margin requirements was $357,064$486,560 and $602,161, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. Restricted and unrestricted cash includes cash denominated in foreign currencies of $44,052 (cost$(139,398) (proceeds of $40,029)$136,411) and $(86,859) (proceeds of $85,982) as of March 31,September 30, 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 themore-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 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.

 

8


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

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 Update2013-08“FinancialServices—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 Unit.Net.Net income (loss) per 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 Form10-K for the year ended December 31, 2019.

 

9


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

3.

Financial Highlights:

Financial highlights for the limited partner Classes as a whole for the three and nine months ended March 31,September 30, 2020 and 2019 were as follows:

 

  Three Months Ended
March 31,
   Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
  2020   2019   2020 2019 2020 2019 
  Class A   Class Z   Class A   Class Z   Class A Class Z Class A Class Z Class A Class Z Class A Class Z 

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

                 

Net realized and unrealized gains (losses)

    $0.36       $0.43       $0.04       $0.04     $0.04  $0.04  $0.12  $0.13  $(0.27 $(0.33 $0.10  $0.13 

Net investment loss

           (0.11)             (0.08)             (0.10)             (0.06)     (0.07 (0.06 (0.08 (0.04 (0.26 (0.19 (0.21 (0.11
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net increase (decrease) for the period

   0.25      0.35      (0.06)     (0.02)     (0.03 (0.02 0.04  0.09  (0.53 (0.52 (0.11 0.02 

Net asset value per Unit, beginning of period

   8.38      10.13      8.71      10.32      7.88  9.63  8.56  10.25  8.38  10.13  8.71  10.32 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net asset value per Unit, end of period

    $8.63       $10.48       $8.65       $10.30     $7.85  $9.61  $8.60  $10.34  $7.85  $9.61  $8.60  $10.34 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
  Three Months Ended
March 31,
   Three Months Ended
September 30,
 Nine Months Ended
September 30,
 
  2020   2019   2020 2019 2020 2019 
  Class A   Class Z   Class A   Class Z   Class A Class Z Class A Class Z Class A Class Z Class A Class Z 

Ratios to Average Limited Partners’ Capital: **

                 

Net investment loss ***

   (3.9)    (1.7)    (3.1)    (1.2)    (3.4)%  (2.3)%  (2.8)%  (0.7)%  (4.2)%  (2.2)%  (3.1)%  (1.3)% 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating expenses

   5.2     3.4     5.7     3.7     4.5 3.5 5.0 3.0 5.0 3.3 5.5 3.5

Expenses borne by the General Partner

   (0.7)    (0.8)    (0.9)    (0.9) 

Expenses reimbursed by the General Partner

   (1.1)%  (1.1)%  (0.6)%  (0.6)%  (0.9)%  (0.9)%  (0.9)%  (0.9)% 

Incentive fees

   0.5     0.4     0.4     0.5     -     -     0.3 0.2 0.5 0.4 0.6 0.7
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total expenses

   5.0     3.0     5.2     3.3     3.4 2.4 4.7 2.6 4.6 2.8 5.2 3.3
  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
  

 

   

 

   

 

   

 

 

Total return:

                 

Total return before incentive fees

   3.5     3.8     (0.2)    0.3     (0.4)%  (0.2)%  0.7 1.2 (5.8)%  (4.7)%  (0.7)%  1.0

Incentive fees

   (0.5)    (0.3)    (0.5)    (0.5)    -     -     (0.2)%  (0.3)%  (0.5)%  (0.4)%  (0.6)%  (0.8)% 
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total return after incentive fees

   3.0     3.5     (0.7)    (0.2)    (0.4)%  (0.2)%  0.5 0.9 (6.3)%  (5.1)%  (1.3)%  0.2
  

 

   

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

*

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

**

Annualized (except for incentive fees, if applicable).

***

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 Classes using the limited partners’ share of income, expenses and average limited partners’ capital of the Partnership, and include the income and expenses allocated from the Funds.

 

4.

Trading Activities:

The Partnership’s objective is to profit from speculative trading in Futures Interests. Therefore, each Trading Advisor for the Partnership will take speculative positions in Futures Interests where it feels the best profit opportunities exist for its trading strategies. As such, the average number of contracts outstanding in absolute quantities (the total of the open long and open short positions) has been presented as a part of the volume disclosure, as position direction is not an indicative factor in such volume disclosures.

 

10


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

All of the Futures Interests owned directly by the Partnership are held for trading purposes. All of the Futures 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,September 30, 2020 and 2019 was 193192 and 125,227, respectively. The monthly average number of futures contracts traded directly by the Partnership during the nine months ended September 30, 2020 and 2019 was 211 and 178, respectively. The monthly average number of option contracts traded directly by the Partnership during the three months ended March 31,September 30, 2020 and 2019 was 1817 and 11,54, respectively. The monthly average number of option contracts traded directly by the Partnership during the nine months ended September 30, 2020 and 2019 was 26 and 22, respectively.

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting arrangements or similar agreements as of March 31,September 30, 2020 and December 31, 2019, respectively.

 

      Gross Amounts
Offset in the

Statements of
Financial
Condition
   Amounts
Presented in the

Statements of
Financial
Condition
   Gross Amounts Not Offset in the
Statements of Financial Condition
     

March 31, 2020

  Gross
Amounts
Recognized
   Financial
Instruments
   Cash Collateral
Received/
Pledged*
   Net Amount 

September 30, 2020

  Gross
Amounts
Recognized
 Gross Amounts
Offset in the
Statements of
Financial
Condition
 Amounts
Presented in the
Statements of
Financial
Condition
   Gross Amounts Not Offset in the
Statements of Financial Condition
   Net Amount 
Financial
Instruments
   Cash Collateral
Received/
Pledged*
 

Assets

                      

Futures

    $            241,669         $            (15,837)        $            225,832        $                  -            $                  -            $            225,832      $154,809  $(23,309 $131,500   $-      $-      $131,500 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

 

Total assets

    $241,669         $(15,837)        $225,832        $-            $-            $225,832      $154,809  $(23,309 $131,500   $-      $-      $131,500 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

 

Liabilities

                      

Futures

    $(15,837)        $15,837         $-            $-            $-            $-          $(23,309 $23,309  $-      $-      $-      $-    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

 

Total liabilities

    $(15,837)        $15,837         $-            $-            $-            $-          $(23,309 $23,309  $-      $-      $-      $-    
  

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

 

Net fair value

              $225,832             $131,500
            

 

           

 

 
      Gross Amounts
Offset in the

Statements of
Financial
Condition
   Amounts
Presented in the

Statements of
Financial
Condition
   Gross Amounts Not Offset in the
Statements of Financial Condition
     

December 31, 2019

  Gross
Amounts
Recognized
   Financial
Instruments
   Cash Collateral
Received/
Pledged*
   Net Amount 

Assets

            

Futures

    $79,901         $(79,901)        $-             $-            $-            $-        
  

 

   

 

   

 

   

 

   

 

   

 

 

Total assets

    $79,901         $(79,901)        $-             $-            $-            $-        
  

 

   

 

   

 

   

 

   

 

   

 

 

Liabilities

            

Futures

    $(173,382)        $79,901         $(93,481)        $-            $93,481        $-        
  

 

   

 

   

 

   

 

   

 

   

 

 

Total liabilities

    $(173,382)        $79,901         $(93,481)        $-            $93,481        $-        
  

 

   

 

   

 

   

 

   

 

   

 

 

Net fair value

              $-       
            

 

 

December 31, 2019

  Gross
Amounts
Recognized
  Gross Amounts
Offset in the
Statements of
Financial
Condition
  Amounts
Presented in the
Statements of
Financial
Condition
  Gross Amounts Not Offset in the
Statements of Financial Condition
   Net Amount 
 Financial
Instruments
   Cash Collateral
Received/
Pledged*
 

Assets

         

Futures

  $79,901  $(79,901 $-     $-      $-      $-    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total assets

  $79,901  $(79,901 $-     $-      $-      $-    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Liabilities

         

Futures

  $(173,382 $79,901  $(93,481 $-      $93,481   $-    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Total liabilities

  $(173,382 $79,901  $(93,481 $-      $93,481   $-    
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Net fair value

         $-
         

 

 

 

 

*

In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’snon-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 Global L.P.

Notes to Financial Statements

(Unaudited)

 

The following tables indicate the gross fair values of derivative instruments of futures and option contracts, as applicable, held directly by the Partnership as separate assets and liabilities as of March 31,September 30, 2020 and December 31, 2019, respectively.

 

March 31, 2020

Assets

Futures Contracts

Currencies

  $239,640  

Indices

2,029  

Total unrealized appreciation on open futures contracts

241,669  

Liabilities

Futures Contracts

Currencies

(15,837) 

Total unrealized depreciation on open futures contracts

(15,837) 

Net unrealized appreciation on open futures contracts

  $                225,832  

   September 30, 2020 

Assets

  

Futures Contracts

  

Currencies

  $141,531 

Metals

   13,278 
  

 

 

 

Total unrealized appreciation on open futures contracts

   154,809 
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

   (6,351

Metals

   (16,958
  

 

 

 

Total unrealized depreciation on open futures contracts

   (23,309
  

 

 

 

Net unrealized appreciation on open futures contracts

  $131,500
  

 

 

 

 

*

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

 

December 31, 2019

Assets

Futures Contracts

Currencies

  $50,155  

Interest RatesNon-U.S.

269  

Metals

29,477

Total unrealized appreciation on open futures contracts

79,901  

Liabilities

Futures Contracts

Currencies

(169,108) 

Interest Rates U.S.

(2,599) 

Metals

(1,675) 

Total unrealized depreciation on open futures contracts

(173,382) 

Net unrealized depreciation on open futures contracts

  $(93,481) 

Assets

Options Purchased

Currencies

  $21,313  

Total options purchased

  $21,313  ** 

   December 31, 2019 

Assets

  

Futures Contracts

  

Currencies

  $50,155 

Interest Rates Non-U.S.

   269 

Metals

   29,477 
  

 

 

 

Total unrealized appreciation on open futures contracts

   79,901 
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

   (169,108

Interest Rates U.S.

   (2,599

Metals

   (1,675
  

 

 

 

Total unrealized depreciation on open futures contracts

   (173,382
  

 

 

 

Net unrealized depreciation on open futures contracts

  $(93,481)* 
  

 

 

 

Assets

  

Options Purchased

  

Currencies

  $21,313 
  

 

 

 

Total options purchased

  $21,313** 
  

 

 

 

 

*

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

**

This amount is in “Options purchased, at fair value” in the Statements of Financial Condition.

 

12


Ceres Tactical Global 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 and nine months ended March 31,September 30, 2020 and 2019, respectively.

 

     Three Months Ended March 31, 
 

Sector

  2020     2019 
 

Currencies

    $1,500,899         $(50,134)  
 

Energy

   2,622        1,116   
 

Indices

   66,521        (59,428)  
 

Interest Rates U.S.

   (2,206)       (29,364)  
 

Interest RatesNon-U.S.

   (13,471)       (397)  
 

Metals

   438,649        (9,521)  
   

 

 

     

 

 

 
 

Total

    $            1,993,014 ***       $          (147,728) *** 
   

 

 

     

 

 

 
   Three Months Ended
September 30,
  Nine Months Ended
September 30,
 

Sector

  2020  2019  2020  2019 

Currencies

  $(85,315 $433,271  $514,223  $444,671 

Energy

   (5,033  (1,937  (7,210  12,368 

Indices

   3,537   (157,858  (123,314  (217,002

Interest Rates U.S.

   3,091   (27,480  (23,118  (78,540

Interest Rates Non-U.S.

   2,417   30,755   (10,106  28,947 

Metals

   147,633   (17,179  736,965   (17,981
  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  $        66,330***  $        259,572***  $        1,087,440***  $        172,463*** 
  

 

 

  

 

 

  

 

 

  

 

 

 

 

***

This amount is 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, optionsoption and forward contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value ofnon-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as input the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. 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,September 30, 2020 and December 31, 2019 and for the periods ended March 31,September 30, 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).

 

13


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

March 31, 2020

  Total Level 1 Level 2 Level 3

September 30, 2020

  Total   Level 1   Level 2   Level 3 

Assets

             

Futures

    $241,669      $241,669      $                -          $                -         $        154,809   $        154,809   $                -     $                -   
  

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

Total assets

    $241,669    $241,669    $-        $-       $154,809   $154,809   $-     $-   
  

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

Liabilities

             

Futures

    $15,837    $15,837    $-        $-       $23,309   $23,309   $-     $-   
  

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

Total liabilities

    $15,837    $15,837    $-        $-       $23,309   $23,309   $-     $-   
  

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

December 31, 2019

  Total Level 1 Level 2 Level 3  Total   Level 1   Level 2   Level 3 

Assets

             

Futures

    $79,901    $79,901    $-        $-       $79,901   $79,901   $-     $-   

Options purchased

   21,313  21,313   -       -        21,313    21,313    -      -   
  

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

Total assets

    $101,214    $101,214    $-        $-       $101,214   $101,214   $-     $-   
  

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

Liabilities

             

Futures

    $173,382    $173,382    $-        $-       $173,382   $173,382   $-     $-   
  

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

Total liabilities

    $        173,382    $        173,382    $        -        $        -       $173,382   $173,382   $-     $-   
  

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

 

6.

Investment in the Funds:

On February 1, 2019, the Partnership allocated a portion of its assets to ADG for trading through investment in ADG Master, a Delaware limited liability company. ADG Master permits accounts managed by ADG using its Systematic Macro Strategy, a proprietary, systematic trading program, 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, including the Partnership, 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 January 1, 2019, the Partnership allocated a portion of its assets to SECOR for trading through investment in SECOR Master, a Delaware limited partnership. 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. On June 30, 2019, the Partnership fully redeemed its investment in SECOR Master.

On February 1, 2018, the Partnership allocated a portion of its assets to AE Capital for trading through investment in AE Capital Master, a Delaware limited liability company. 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. On April 30, 2019, the Partnership fully redeemed its investment in AE Capital Master.

On January 1, 2019, the Partnership allocated a portion of its assets to Willowbridge for trading through investment in Willowbridge Master, a New York limited partnership. Willowbridge Master permitted accounts managed by Willowbridge using its wPraxis Futures Trading Approach, a proprietary, discretionary trading system, to invest together in one trading vehicle. Effective the close of business on January 31, 2019, the Partnership fully redeemed its investment in Willowbridge Master.

The General Partner is not aware of any material changes to any of the trading programs discussed above or in Note 1, “Organization” during the fiscal quarter ended March 31,September 30, 2020.

 

14


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

The Funds’ and the Partnership’s trading of Futures Interests is done primarily on U.S. and foreign commodity exchanges. The Funds and the Partnership engage in such trading through commodity brokerage accounts maintained with MS&Co.

Generally, a limited partner/member in a Fund withdraws all or part of its capital contribution and undistributed profits, if any, from the Fund 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 Fund. However, for each Fund 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, ongoing placement agent fees, the General Partner fee and incentive fees are charged at the Partnership level. Clearing fees are borne by the Funds and allocated to the Funds’ limited partners/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 are also charged directly at the Partnership level. The General Partner reimburses the Partnership for clearing fees and professional fees to the extent that these fees exceed 0.85% annually of the net assets of the Partnership.

At March 31,September 30, 2020, the Partnership owned approximately 39.9%42.3% of ADG Master. At December 31, 2019, the Partnership owned approximately 34.1% of ADG Master. It is the Partnership’s intention to continue to invest in ADG Master. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to limited partners as a result of the investment in the Funds are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.

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

   September 30, 2020 
   Total Assets   Total Liabilities   Total Capital 

ADG Master

  $        18,975,815   $384,117   $        18,591,698 
   December 31, 2019 
   Total Assets   Total Liabilities   Total Capital 

ADG Master

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

15


Ceres Tactical Global 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:

 

   March 31, 2020 
   Total Assets   Total Liabilities   Total Capital 

ADG Master

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

 

December 31, 2019

 
   Total Assets   Total Liabilities   Total Capital 

ADG Master

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

 

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
Income (Loss)
   Total Trading
Results
   Net Income
(Loss)
 

ADG Master

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

 

For the three months ended March 31, 2019

 
   Net Investment
Income (Loss)
   Total Trading
Results
   Net Income
(Loss)
 

AE Capital Master

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

SECOR Master

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

Willowbridge Master(a)

   220,431       (759,939)      (539,508)   

ADG Master(b)

   68,144       (249,709)      (181,565)   
   For the three months ended September 30, 2020 
   Net Investment
Income (Loss)
  Total Trading
Results
  Net Income
(Loss)
 

ADG Master

  $(23,141 $                61,340  $                38,199 
   For the nine months ended September 30, 2020 
   Net Investment
Income (Loss)
  Total Trading
Results
  Net Income
(Loss)
 

ADG Master

  $(2,713 $(4,985,434 $(4,988,147
   For the three months ended September 30, 2019 
   Net Investment
Income (Loss)
  Total Trading
Results
  Net Income
(Loss)
 

ADG Master

  $139,759  $526,901  $666,660 
   For the nine months ended September 30, 2019 
   Net Investment
Income (Loss)
  Total Trading
Results
  Net Income
(Loss)
 

AE Capital Master (a)

  $            71,739  $(890,810 $(819,071

SECOR Master (b)

   (84,266  2,719,987   2,635,721 

Willowbridge Master (c)

   220,431   (759,939  (539,508

ADG Master (d)

   351,634   (251,192  100,442 

 

(a)

From January 1, 2019 through April 30, 2019, the date AE Capital Master terminated operations.

(b)

From January 1, 2019 through June 30, 2019, the date SECOR Master terminated operations.

(c)

From January 1, 2019 through January 31, 2019, the date Willowbridge Master terminated operations.

(b)(d)

From February 1, 2019, commencement of operations for ADG Master, through March 31,September 30, 2019.

 

1516


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

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

 

 September 30, 2020 For the three months ended September 30, 2020     

Fund

 % of
Partners’
Capital
 Fair
Value
 Income
(Loss)
  Expenses  Net
Income
(Loss)
 Investment
Objective
 Redemptions
Permitted
 
Clearing
Fees
 Professional
Fees
 

ADG Master

 34.22 $    7,862,133  $        31,516  $        3,994  $        7,248  $        20,274   
Commodity
Portfolio
 
 
 Monthly 
  

 

  

 

  

 

  

 

  

 

   

Total

  $7,862,133  $31,516  $3,994  $7,248  $20,274   
  

 

  

 

  

 

  

 

  

 

   
 March 31, 2020 For the three months ended March 31, 2020       
 % of
Partners’
Capital
 Fair
Value
 Income
(Loss)
 Expenses Net
Income
(Loss)
        September 30, 2020 For the nine months ended September 30, 2020     

Fund

 % of
Partners’
Capital
 Fair
Value
 Income
(Loss)
  Expenses  Net
Income
(Loss)
 Investment
Objective
 Redemptions
Permitted
 
Clearing
Fees
 Professional
Fees
 

ADG Master

 34.22 $7,862,133  $(1,917,173 $17,376  $20,900  $(1,955,449  
Commodity
Portfolio
 
 
 Monthly 
  

 

  

 

  

 

  

 

  

 

   

Total

  $7,862,133  $(1,917,173 $17,376  $20,900  $(1,955,449  
  

 

  

 

  

 

  

 

  

 

   
 December 31, 2019 For the three months ended September 30, 2019     

Fund

 % of
Partners’
Capital
 Fair
Value
 Income
(Loss)
  Expenses  Net
Income
(Loss)
 Investment
Objective
 Redemptions
Permitted
 
 % of
Partners’
Capital
 Fair
Value
 Income
(Loss)
 Clearing
Fees
 Professional
Fees
 Net
Income
(Loss)
 Investment
Objective
   Redemptions
Permitted
  Clearing
Fees
 Professional
Fees
 

ADG Master

 $8,889  $6,642   
Commodity
Portfolio
 
 
   Monthly  47.68 $14,991,927  $254,678  $6,397  $7,039  $241,242   
Commodity
Portfolio
 
 
 Monthly 
  

 

 

 

 

 

 

 

 

 

     

 

  

 

  

 

  

 

  

 

   

Total

  $12,345,161  $(786,744 $8,889  $6,642  $(802,275     $14,991,927  $254,678  $6,397  $7,039  $241,242   
  

 

 

 

 

 

 

 

 

 

     

 

  

 

  

 

  

 

  

 

   
 December 31, 2019 

 

For the three months ended March 31, 2019

       
 % of
Partners’
Capital
 Fair Value Income
(Loss)
 Expenses Net
Income
(Loss)
        December 31, 2019 For the nine months ended September 30, 2019     

Funds

 Clearing
Fees
 Professional
Fees
 Investment
Objective
   Redemptions
Permitted
  % of
Partners’
Capital
 Fair
Value
 Income
(Loss)
  Expenses  Net
Income
(Loss)
 Investment
Objective
 Redemptions
Permitted
 

AE Capital Master

 -   $-    $(156,015 $3,136  $3,320  $(162,471  
Commodity
Portfolio
 
 
   Monthly 

SECOR Master

 -    -        723,966  48,827  3,490  671,649   
Commodity
Portfolio
 
 
   Monthly 

Willowbridge Master(a)

 -    -    (45,751 9,757  589  (56,097  
Commodity
Portfolio
 
 
   Monthly 

ADG Master(b)

 47.68 14,991,927  (59,547 4,975  4,760  (69,282  
Commodity
Portfolio
 
 
   Monthly 

Funds

 % of
Partners’
Capital
 Fair
Value
 Income
(Loss)
  Clearing
Fees
 Professional
Fees
  Net
Income
(Loss)
 Investment
Objective
 Redemptions
Permitted
 
 $9,592  $8,603 

SECOR Master (b)

 -    -    665,225  96,606  7,205  561,414   
Commodity
Portfolio
 
 
 Monthly 

Willowbridge Master (c)

 -    -    (45,751 9,757  589  (56,097  
Commodity
Portfolio
 
 
 Monthly 

ADG Master (d)

 47.68 14,991,927  87,805  15,367  17,643  54,795   
Commodity
Portfolio
 
 
 Monthly 
  

 

 

 

 

 

 

 

 

 

     

 

  

 

  

 

  

 

  

 

   

Total

    $14,991,927      $462,653      $66,695      $12,159      $383,799        $14,991,927  $560,767  $131,322  $34,040  $395,405   
  

 

 

 

 

 

 

 

 

 

     

 

  

 

  

 

  

 

  

 

   

 

(a)

From January 1, 2019 through April 30, 2019, the date the Partnership fully redeemed its investment in AE Capital Master.

(b)

From January 1, 2019 through June 30, 2019, the date the Partnership fully redeemed its investment in SECOR Master.

(c)

From January 1, 2019 through January 31, 2019, the date the Partnership fully redeemed its investment in Willowbridge Master.

(b)(d)

From February 1, 2019, the date the Partnership invested into ADG Master, through March 31,September 30, 2019.

17


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

 

7.

Financial Instruments:

The Partnership and the Funds trade Futures Interests. Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price. Futures and forwards are open commitments until the settlement date, at which time they are realized. They are valued at fair value, generally on a daily basis, and the unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the Statements of Financial Condition as a net unrealized appreciation or depreciation on open futures contracts or net unrealized appreciation or depreciation on open forward contracts. The resulting net change in unrealized gains and losses is reflected in “Net change in unrealized gains (losses) on open contracts” and “Net change in unrealized gains (losses) on open contracts allocated from the Funds” from one period to the next in the Statements of Income and Expenses. The Partnership’s/Funds’ contracts are accounted for on a trade-date basis. Gains or losses are realized when contracts are liquidated and are determined using thefirst-in,first-out method. Risk arises from changes in the value of these contracts and the potential inability of counterparties to perform under the terms of the contracts. There are numerous factors which may significantly influence the fair value of these contracts, including interest rate volatility.

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

In general, the risks associated withnon-exchange traded contracts are greater than those associated with exchange-traded contracts because of the greater risk of default by the counterparty to anon-exchange traded contract. The Partnership and the Funds have credit risk associated with counterparty nonperformance. As of the date of the financial statements, the credit risk associated with the instruments in which the Partnership and the Funds trade is limited to the unrealized gain (loss) amounts reflected in the Partnership’s/Funds’ Statements of Financial Condition. The net unrealized gains (losses) on open contracts are further disclosed gross by type of contract and corresponding fair value level in Note 5, “Fair Value Measurements.”

16


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

The Partnership also has credit risk because MS&Co. acts as the commodity futures broker, or the counterparty, with respect to most of the Partnership’s assets. Exchange-traded futures and exchange-traded forward contracts are fair valued on a daily basis, with variations in value settled on a daily basis. With respect to the Partnership’snon-exchange traded forward currency contracts and forward currency option contracts, there are no daily settlements of variation in value, nor is there any requirement that an amount equal to the net unrealized gains (losses) on such contracts be segregated. However, the Partnership is required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Partnership’s accounts with the counterparty, which is accomplished by daily maintenance of the cash balance in a custody account held at MS&Co., for the benefit of MS&Co. With respect to thosenon-exchange traded forward currency contracts, the Partnership is at risk to the ability of MS&Co., the sole counterparty on all such contracts, to perform. The Partnership has a netting agreement with the counterparty. The primary terms are based on industry standard master netting agreements. This agreement, which seeks to reduce both the Partnership’s and the counterparty’s exposure onnon-exchange traded forward currency contracts, should materially decrease the Partnership’s credit risk in the event of MS&Co.’s bankruptcy or insolvency. JPMorgan also previously served as a foreign exchange contract counterparty for certain Funds.

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 and forward contracts by sector, margin requirements, gain and loss transactions and collateral positions.

The U.S. Treasury bills held and Futures Interests traded by the Partnership and the Funds involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s/Funds’ open positions, and consequently in their earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled option contracts are settled daily through variation margin. Gains and losses onnon-exchange traded forward currency contracts are settled upon termination of the contract. Gains and losses onnon-exchange traded forward currency option contracts are settled on an agreed-upon settlement date.

18


Ceres Tactical Global L.P.

Notes to Financial Statements

(Unaudited)

In the ordinary course of business, the Partnership and the 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.

 

1719


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 ADG Master, (ii) redemptions receivable from ADG Master, (iii) equity in trading account, consisting of restricted and unrestricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts, options purchased, at fair value and investment in U.S. Treasury bills at fair value, if applicable, (iv) expense reimbursement and (v) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments and investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the firstthird quarter of 2020.

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

There is no limitation on daily price movements in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Partnership/Funds from trading in potentially profitable markets or prevent the Partnership/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 Futures Interests trading and U.S. Treasury bills and money market mutual fund securities, the Partnership/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, as increased or decreased by net realized and/or unrealized gains or losses on trading and by expenses, interest income, subscriptions, and redemptions of Units and distributions of profits, if any.

For the threenine months ended March 31,September 30, 2020, the Partnership’s capital decreased 8.2%26.9% from $31,440,505 to $28,860,104.$22,974,862. This decrease was attributable to redemptions of 401,445.146818,791.836 Class A limited partner Units totaling $3,333,592 and$6,697,025, redemptions of 3,938.658 Class Z limited partner Units totaling $39,250 which was partially offset byand a net incomeloss of $792,441.$1,729,368. 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 anyoff-balance sheet arrangements, nor does it have contractual obligations or commercial commitments to make future payments, that would affect its liquidity or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting periods. The General Partner believes that the estimates 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.

 

1820


The Partnership/Funds record all investments at fair value in their respective 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 respective Statements of Income and Expenses.

Results of Operations

During the Partnership’s firstthird quarter of 2020, the Partnership’s net asset value per Class A Unit increased 3.0%decreased 0.4% from $8.38$7.88 to $8.63$7.85 as compared to a decreasean increase of 0.7%0.5% during the firstthird quarter of 2019. During the Partnership’s firstthird quarter of 2020, the Partnership’s net asset value per Class Z Unit increased 3.5%decreased 0.2% from $10.13$9.63 to $10.48$9.61 as compared to a decreasean increase of 0.2%0.9% during the firstthird quarter of 2019. The Partnership experienced a net trading gain before fees and expenses in the firstthird quarter of 2020 of $1,174,244.$96,452. Gains were primarily attributable to the Partnership’s/Funds’ trading in currencies, energy, indicesnon-U.S. interest rates and metals and were partially offset by losses in energy, indices and U.S. andnon-U.S. interest rates. The Partnership experienced a net trading gain before fees and expenses in the firstthird quarter of 2019 of $179,829.$447,669. Gains were primarily attributable to the Partnership’s/Funds’ trading in energy, grains,currencies and were partially offset by losses in U.S. and non-U.S. interest rates, indices and metals.

The most notable losses were recorded within the global stock index sector throughout the quarter from short positions in U.S., European, and Asian equity index futures as prices advanced amid optimism the coronavirus pandemic may come under control. The Partnership’s losses for the quarter were offset by gains recorded within the metals sector primarily during July from long positions in gold futures as precious metals prices neared record highs. Smaller gains were recorded within the global interest rate sector primarily during August from short positions in U.S. and European fixed income futures as prices declined amid speculation the global economic recovery was looking broader and more robust.

During the Partnership’s nine months ended September 30, 2020, the Partnership’s net asset value per Class A Unit decreased 6.3% from $8.38 to $7.85 as compared to a decrease of 1.3% in the nine months ended September 30, 2019. During the Partnership’s nine months ended September 30, 2020, the Partnership’s net asset value per Class Z Unit decreased 5.1% from $10.13 to $9.61 as compared to an increase of 0.2% in the nine months ended September 30, 2019. The Partnership experienced a net trading loss before fees and expenses in the nine months ended September 30, 2020 of $865,115. Losses were primarily attributable to the Partnership’s/Funds’ trading in energy, indices and U.S. and non-U.S. interest rates and were partially offset by gains in currencies and metals. The Partnership experienced a net trading gain before fees and expenses in the nine months ended September 30, 2019 of $425,316. Gains were primarily attributable to the Partnership’s/Funds’ trading in currencies, energy, non-U.S. interest rates and indices and were partially offset by losses in currencies,grains, U.S. interest rates, livestock, metals and softs.

During the first quarter, theThe most notable gainssignificant losses were experienced in the currency sector throughout the quarter from short positions in the New Zealand dollar versus the U.S. dollar as the value of the commodity-linked currency declined. Additional gains were experienced from long positions in the Japanese yen and short positions in the euro versus the U.S. dollar. Within the global stock index sector, gains were experienced during March as profits from short positions in U.S. equity index and long volatility index futures outweighed losses from long futures positions in European and Asian equity indices as equity prices fell at historic rates early in the month amid investor panic, as theCOVID-19 coronavirus became a global pandemic. Within the metals markets, gains were experienced during January from short positions in copper futures as prices declined. Additional gains in the metals sector were experienced during February from short positions in gold futures as prices declined as investors reportedly sold contracts to cover margin calls as equity markets tumbled. The Partnership’s overall trading gains for the quarter were partially offset by trading losses incurredrecorded during January within the global fixed income sector from short positions in Australian fixed income futures amid investor concerns widespread forest fires blanketing Australia would damage economic output. Additional losses were incurred during March from short positions in global bond futures as investors sought out safe-haven investments, pushing prices higher. These losses were mitigated by the aforementioned gains recorded in this sector during the third quarter. Within the global stock index sector, losses were incurred primarily during April from short positions in European and Asian equity index futures as stock prices rallied off the previous month’s lows. Additional losses in this sector were experienced from short positions in U.S., Asian, and European indices during the third quarter. A portion of the Partnership’s losses for the first nine months of the year was offset by trading gains within the metals sector during February from short positions in gold futures as investors reportedly sold contracts to cover margin calls as equity markets tumbled, pushing prices lower. Additional gains were recorded during July from long positions in gold futures as precious metals prices neared record highs. Within the currency sector, gains were recorded primarily throughout the first quarter from short positions in the New Zealand dollar versus the U.S. dollar as the value of the commodity-linked currency declined. Additional currency gains were recorded from long positions in the Japanese yen and short positions in the euro versus the U.S. dollar.

21


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 Trading 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 Trading Advisors are able to identify them, the Partnership/Funds expect to increase capital through operations.

The Partnership receives monthly interest on 100% of its average daily equity maintained in cash in the Partnership’s accounts at MS&Co. during each month at a rate equal to the monthly average of the4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s cash account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Interest income for the three and nine months ended March 31,September 30, 2020 decreased by $120,380$158,589 and $454,599, respectively, as compared to the corresponding periodperiods in 2019. The decrease in interest income was due to lower average equity, as well as lower4-week U.S. Treasury bill discount rates during the three and nine months ended March 31,September 30, 2020 as compared to the corresponding periodperiods 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 depends on (1) the average daily equity maintained in cash in the Partnership’s accounts 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 or MS&Co. has control.

19


Certain clearing fees are based on the number of trades executed by the Trading 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 and nine months ended March 31,September 30, 2020 increased by $26,707$8,976 and $53,825, respectively, as compared to the corresponding periodperiods 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 and nine months ended March 31,September 30, 2020 as compared to the corresponding periodperiods in 2019.

Ongoing placement agent fees are calculated as a percentage of the Partnership’s adjusted net asset value of Class A Units on the first day of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Ongoing placement agent fees for the three and nine months ended March 31,September 30, 2020 decreased by $44,520$110,609 and $201,532, respectively, as compared to the corresponding periodperiods in 2019. The decrease was primarily due to lower average net assets attributable to Class A Units during the three and nine months ended March 31,September 30, 2020 as compared to the corresponding periodperiods in 2019.2019, as well as a reduction in the ongoing placement agent fee rate from 1/12 of 2.0% to 1/12 of 1.0% for Class A Units effective July 1, 2020.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership. General Partner fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the beginning of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. General Partner fees for the three and nine months ended March 31,September 30, 2020 decreased by $17,079$19,491 and $54,185, respectively, as compared to the corresponding periodperiods in 2019. The decrease was primarily due to lower average net assets during the three and nine months ended March 31,September 30, 2020 as compared to the corresponding periodperiods in 2019.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the beginning of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees for the three and nine months ended March 31,September 30, 2020 decreased by $39,498$24,337 and $91,400, respectively, as compared to the corresponding periodperiods in 2019. The decrease was primarily due to lower average net assets during the three and nine months ended March 31,September 30, 2020 as compared to the corresponding periodperiods in 2019.

22


Incentive fees are based on the new trading profits generated by each Trading Advisor at the end of the quarter or half year, as applicable, as defined in the respective management agreements between the Partnership, the General Partner and each Trading Advisor. Prior to SECOR’s termination on June 30, 2019, incentive fees were payable to SECOR at the end of the calendar year. Trading performance for the three and nine months ended March 31,September 30, 2020 resulted in incentive fees of $0 and $135,400, respectively. Trading performance for the three and nine months ended September 30, 2019 resulted in incentive fees of $135,400$86,335 and $172,502,$203,155, respectively. To the extent a Trading Advisor incurs a loss for the Partnership, the Trading Advisor will not be paid incentive fees until such Trading Advisor recovers any net loss incurred by the Trading Advisor and earns additional new trading profits for the Partnership.

In allocating the assets of the Partnership among the Trading Advisors, the General Partner considers, among other factors, each Trading 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 Trading Advisors and may allocate assets to additional advisors at any time.

As of March 31,September 30, 2020 and December 31, 2019,June 30, 2020, the Partnership’s assets were allocated among the Trading Advisors in the following approximate percentages:

 

Trading Advisor

  March 31, 2020   March 31, 2020
(percentage of
    Partners’ Capital)    
       December 31, 2019       December 31, 2019
(percentage of
    Partners’ Capital)    
 

Greenwave

    $11,988,034      41 %       $11,968,499      38 %   

P/E Global

    $4,552,010      16 %       $4,500,779      14 %   

ADG

    $            12,320,060      43 %       $            14,971,227      48 %   

20


Trading Advisor

  September 30,
2020
   September 30, 2020
(percentage of
Partners’ Capital)
   June 30,
2020
   June 30, 2020
(percentage of
Partners’ Capital)
 

Greenwave

    $  10,575,788      46  %       $  10,303,351      42  %   

P/E Global

    $4,554,587      20  %       $5,945,683      24  %   

ADG

    $7,844,487      34  %       $8,222,639      34  %   

The Partnership’s results of operations set forth in the financial statements are prepared in accordance with GAAP, which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts the Partnership and the Funds trade are accounted for on a trade-date basis and marked to market on a daily basis. The difference between their original contract value and market value is recorded in the Statements of Income and Expenses as “Net change in unrealized gains (losses) on open contracts” and “Net change in unrealized gains (losses) on open contracts allocated from the Funds” on open contracts, and recorded as “Net realized gains (losses) on closed contracts” and “Net realized gains (losses) on closed contracts allocated from the Funds,” when open positions are closed out. The sum of these amounts constitutes the Partnership’s trading results. The market value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day. The value of a foreign currency forward contract is based on the spot rate as of approximately 3:00 P.M. (E.T.), the close of the business day. Interest income, as well as management fees, incentive fees, the General Partner fee and ongoing placement agent fees of the Partnership are recorded on an accrual basis.

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

For additional disclosures about operational and financial risk related to theCOVID-19 outbreak, refer to Part II, Item 5. “Other Information.” in this Form10-Q.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

The Partnership and the Funds are speculative commodity pools. The market sensitive instruments held by the Partnership/Funds 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 and the 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 of the Partnership’s/Funds’ open contracts and the liquidity of the markets in which they trade.

23


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 future results.

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

The following quantitative disclosures regarding the Partnership’s and the 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 of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

The Partnership and the 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 are directly reflected in the Partnership’s and each Fund’s earnings and cash flow.

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

21


“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 ornon-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 in95%-99% of anyone-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-termone-day price fluctuation.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. P/E Global and Greenwave directly trade in managed accounts in the name of the Partnership. ADG currently trades the Partnership’s assets indirectly in a master fund managed account established in the name of the master fund over which it has been granted limited authority to make trading decisions. The first trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investment in ADG Master. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e. in the managed accounts in the Partnership’s name traded by certain Trading Advisors) and indirectly by ADG Master separately. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form10-K for the year ended December 31, 2019.

24


The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of March 31,September 30, 2020 and December 31, 2019. As of March 31,September 30, 2020, the Partnership’s total capitalization was $28,860,104.$22,974,862.

March 31,September 30, 2020

 

Market Sector

  Value at Risk     % of Total
Capitalization
   Value at Risk   % of Total
Capitalization
 

Currencies

    $856,495        2.97    $880,547    3.83

Indices

   1,676,345        5.81      1,071,877    4.66 

Interest Rates U.S.

   58,461        0.20      85,355    0.37 

Interest RatesNon-U.S.

   262,424        0.91      601,214    2.62 

Metals

   91,047    0.40 
  

 

     

 

   

 

   

 

 

Total

    $          2,853,725        9.89    $2,730,040    11.88
  

 

     

 

   

 

   

 

 

As of December 31, 2019, the Partnership’s total capitalization was $31,440,505.

December 31, 2019

 

Market Sector

  Value at Risk     % of Total
Capitalization
 

Currencies

    $855,579        2.72  

Indices

   976,275        3.10   

Interest Rates U.S.

   74,689        0.24   

Interest RatesNon-U.S.

   582,017        1.85   

Metals

   74,250        0.24   
  

 

 

     

 

 

 

Total

    $          2,562,810        8.15  
  

 

 

     

 

 

 

22


Market Sector

  Value at Risk   % of Total
Capitalization
 

Currencies

  $855,579    2.72

Indices

   976,275    3.10 

Interest Rates U.S.

   74,689    0.24 

Interest Rates Non-U.S.

   582,017    1.85 

Metals

   74,250    0.24 
  

 

 

   

 

 

 

Total

  $2,562,810    8.15
  

 

 

   

 

 

 

The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investment in ADG Master by market category as of March 31,September 30, 2020 and December 31, 2019, and the highest, lowest and average values during the three months ended March 31,September 30, 2020 and the twelve months ended December 31, 2019. All open position trading risk exposures have been included in calculating the figures set forth below.

As of March 31,September 30, 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,September 30, 2020

 

        Three Months Ended March 31, 2020         Three Months Ended September 30, 2020 

Market Sector

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

Currencies

    $304,264      1.05     $          867,921       $        169,664       $        493,110     $395,513    1.72 $ 1,169,112   $297,256   $560,157 

Indices

   52,800      0.18    319,045      -          37,382   

Metals

   91,047    0.40  161,458    9,207    57,940 
  

 

   

 

        

 

   

 

      

Total

    $            357,064      1.23         $486,560    2.12     
  

 

   

 

        

 

   

 

      

*

Average of daily Values at Risk.

25


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

    $463,555      1.47     $        1,058,648       $        118,195       $        441,915   

Interest Rates U.S.

   20,790      0.07     42,075      -          1,804   

Interest RatesNon-U.S.

   22,253      0.07     95,487      -          3,632   

Metals

   74,250      0.24     74,250      -          3,386   
  

 

 

   

 

 

      

Total

    $            580,848      1.85       
  

 

 

   

 

 

      

* Annual average of daily Values at Risk.

          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

  $463,555    1.47 $ 1,058,648   $118,195   $441,915 

Interest Rates U.S.

   20,790    0.07   42,075    -        1,804 

Interest Rates Non-U.S.

   22,253    0.07   95,487    -        3,632 

Metals

   74,250    0.24   74,250    -        3,386 
  

 

 

   

 

 

      

Total

  $580,848    1.85     
  

 

 

   

 

 

      

 

23


*

Annual average of daily Values at Risk.

As of March 31,September 30, 2020, ADG Master’s total capitalization was $30,964,749$18,591,698 and the Partnership owned approximately 39.9%42.3% of ADG Master. As of March 31,September 30, 2020, ADG Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to ADG for trading) was as follows:

March 31,September 30, 2020

 

        Three Months Ended March 31, 2020         Three Months Ended September 30, 2020 

Market Sector

  Value at Risk   % of Total
  Capitalization  
 High
Value at Risk
   Low
Value at Risk
   Average
Value at Risk*
   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     $ 1,146,652    6.17 $ 1,146,652   $968,853   $1,017,439 

Indices

   4,069,035      13.14    4,207,133              2,478,934      3,484,341      2,533,989    13.63  3,439,453    2,301,266    2,661,285 

Interest Rates U.S.

   146,520      0.47    215,366      814      148,029      201,786    1.09  201,786    75,081    156,052 

Interest RatesNon-U.S.

   657,705      2.12    2,177,641      628,764      1,632,204      1,421,309    7.64  1,674,665    1,352,432    1,482,843 
  

 

   

 

        

 

   

 

      

Total

    $6,257,298      20.20         $ 5,303,736    28.53     
  

 

   

 

        

 

   

 

      

 

*

Average of daily Values at Risk.

As of December 31, 2019, ADG Master’s total capitalization was $43,900,450 and the Partnership owned approximately 34.1% 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 for trading) was as follows:

December 31, 2019

 

        Twelve Months Ended 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**
   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     $ 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      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      158,061    0.36  158,061    3,003    58,651 

Interest RatesNon-U.S.

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

 

   

 

        

 

   

 

      

Total

    $5,812,205      13.24         $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.

 

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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 (the “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 Rules13a-15(e) and15d-15(e) under the Exchange Act) as of March 31,September 30, 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’sinternal 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’sinternal control over financial reporting process during the fiscal quarter ended March 31,September 30, 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 (“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 SEC10-K filings for 2019, 2018, 2017, 2016, 2015 2014 and 2013.2014. 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 atwww.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

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resolve certain claims that the Civil Division indicated it intended to bring against MS&Co. That settlement was finalized on February 10, 2016.

26


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 U.S. Securities and Exchange Commission (“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, 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 Rule10b-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, Pursuant to the settlements, MS&Co. entered intowas required to pay a settlement with$750,000 penalty to 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 Rule15c2-12 under the Exchange Act in connection with offerings inCBOE (for which MS&Co. acted as senior or sole underwriter.and an individual were jointly and severally liable) and a $400,000 penalty to the CFE (for which MS&Co. and an individual were jointly and severally liable) and $152,664 in disgorgement.

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.

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

27


17(a)(1) of the Exchange Act and Rules15c3-3(e),17a-5(a), 17a-5(a), and17a-5(d) thereunder, by inaccurately calculating its Reserve Account requirement under Rule15c3-3 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.$7.5 million.

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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. fornon-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.

On September 30, 2020, the SEC entered into a settlement order with MS&Co. settling an administrative action which relates to MS&Co.’s violations of the order marking requirements of Regulation SHO of the Exchange Act resulting from its improper use of aggregation units in structuring MS&Co.’s equity swaps business. The order found that MS&Co. improperly operated its equity swaps business without netting certain “long” and “short” positions as required by Rule 200(c) of Regulation SHO. The order found that the long exposure to an equity security (the “Long Unit”) and the short exposure to an equity security (the “Short Unit”) were not independent from one another and did not have separate trading strategies or objectives without regard to each other, and that the Long and Short Units were not eligible for the exception in Rule 200(f) of Regulation SHO. The order found that MS&Co. willfully violated Section 200(g) of Regulation SHO. MS&Co. consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; to pay a civil penalty of $5 million; and to comply with the undertaking enumerated in the order.

Civil Litigation

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styledChinaDevelopment 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 CDScredit default swap (“CDS”) referencing the super senior portion of the STACK2006-1 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 STACK2006-1 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 CDS, 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 June 27, 2018, MS&Co. filed a motion for summary judgment and spoliation sanctions against CDIB. 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 the 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 DecemberMay 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, 2019,2020, the Appellate Division, First Department (“First Department”) heardmodified the parties’ cross-appeals.Supreme Court of NY’s order to deny MS&Co.’s motion for summary judgment. On June 19, 2020, MS&Co. moved for leave to appeal the First Department’s decision to the New York Court of Appeals, which the First Department denied on

30


July 24, 2020. Based on currently available information, MS&Co. believes it could incur a loss in this action of up to approximately $240 million pluspre- and post-judgment interest, fees and costs.

28


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, styledFederal Home 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., pluspre- 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 inIKB 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, pluspre- 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 styledIowa Public Employees’ Retirement System et al. v. Bank of America Corporation et

31


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

29


platforms for securities lending. The class action complaint was filed on behalf of a purported class of borrowers and lenders who entered into stock loan transactions with the defendants. The class action complaint seeks, among other relief, certification of the class of plaintiffs and treble damages. On September 27, 2018, the court denied the defendants’ motion to dismiss the class action complaint.

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 styledAlaska Electrical Pension Fund v. BofA Secs., Inc., et al. Each complaint alleged 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 sought, among other things, injunctive relief and treble compensatory damages. On May 23, 2019, plaintiffs filed a consolidated amended class action complaint, now styledIn 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, styledFederal 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 raised 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 styledFederal 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 raisesraised 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”), styledGe 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

30


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, styledWestern 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, styledThe 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 raised 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 styledFederal 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, styledBank 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 inNational 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

32


allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiffs in the matter

31


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, styledCommonwealth 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 assertsasserted 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 styledFederal 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 inDeutsche 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 styledCalifornia 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 asserts violations of the California False Claims Act and other state laws and sought treble

33


damages, civil penalties, disgorgement, and injunctive relief. On April 24, 2019, the parties reached an agreement to settle the litigation.

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 NY, the first of which is styled Alaska Electrical Pension Fund v. BofA Secs., Inc., et al. Each complaint alleged 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. The purported class period for each suit is from January 1, 2012 to June 1, 2018. Each complaint raised a claim under Section 1 of the Sherman Act and sought, among other things, injunctive relief and treble compensatory damages. On May 23, 2019, plaintiffs filed a consolidated amended class action complaint styled In re GSE Bonds Antitrust Litigation, with a purported class period 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 denied MS&Co.’s motion to dismiss. On December 15, 2019, MS&Co. and certain other defendants entered into a stipulation of settlement to resolve the action as against each of them in its entirety. On June 16, 2020, the court granted final approval of the settlement.

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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, 2019.2019 and under Part II, Item 1A. “Risk Factors.” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020.

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

For the three months ended March 31,September 30, 2020, there were no additional subscriptions of Units. 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. 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 Units are purchased by accredited investors in a private offering.

Proceeds from the sale of Units are used in the trading of Futures Interests.

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

 

Period 

Class A

(a) Total
Number

of Units
Purchased *

  Class A
(b) Average
Price Paid
per Unit **
  

Class Z

(a) Total
Number

of Units
Purchased *

  Class Z
(b) Average
Price Paid
per Unit **
  

(c ) Total    
Number of Units    
Purchased as    
Part of Publicly    
Announced Plans    
or Programs    

 (d) Maximum    
Number (or    
Approximate    
Dollar Value) of    
Units that May Yet    
Be Purchased    
Under the Plans or    
Programs    

January 1, 2020 - January 31, 2020

  162,496.946  $8.21   594.495  $9.94  N/A N/A

February 1, 2020 - February 29, 2020

  152,759.713  $8.22   3,344.163  $9.97  N/A N/A

March 1, 2020 - March 31, 2020

  86,188.487  $8.63   N/A   N/A  N/A N/A
   401,445.146  $8.30   3,938.658  $9.97     
Period Class A
(a) Total Number
of Units
Purchased*
   Class A
(b) Average
Price Paid
per Unit **
  (c ) Total Number of
Units  Purchased as Part
of Publicly Announced
Plans or Programs
 (d) Maximum Number
(or  Approximate Dollar
Value) of Units that
May Yet Be Purchased
Under the Plans or
Programs

July 1, 2020 - July 31, 2020

  42,301.513   $7.97  N/A N/A

August 1, 2020 - August 31, 2020

  110,623.354   $7.86  N/A N/A

September 1, 2020 - September 30, 2020

  24,178.233   $7.85  N/A N/A
   177,103.100   $7.88     

 

*

Generally, limited partners are permitted to redeem their 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 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 Units are effected as of the end of each month at the net asset value per 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 Marchafter December 31, 20202019 could impact the operations and financial performance of the Partnership investments.investments subsequent to September 30, 2020. 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.

 

  31.01

  

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

  31.02

  

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

  32.01

  

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

  32.02

  

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

101.INS*

  

XBRL Instance Document.

101.SCH*

  

XBRL Taxonomy Extension Schema Document.

101.CAL*

  

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*

  

XBRL Taxonomy Extension Label Document.

101.PRE*

  

XBRL Taxonomy Extension Presentation Document.

101.DEF*

  

XBRL Taxonomy Extension Definition Document.

Notes to Exhibits List

 

*

Submitted electronically herewith.

 

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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 GLOBAL L.P.

By:

 

Ceres Managed Futures LLC

 

(General Partner)

By:

 

/s/ Patrick T. Egan

 

Patrick T. Egan

President and Director

 

Date: May 11,November 12, 2020

By:

 

/s/ Steven Ross

 

Steven Ross

Chief Financial Officer and Director

(Principal Accounting Officer)

 

Date: May 11,November 12, 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.

 

3637