UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:
000-25603
CERES CLASSIC L.P
(Exact name of registrant as specified in its charter)
Delaware | 13-4018068 | |
(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: None.
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No
X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
X
NoIndicate 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).Yes
X
NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).Yes No
X
Limited Partnership Units with an aggregate value of $148,221,276 were outstanding and held by
non-affiliates
As of February 28, 2022, 5,972,371.233 Limited Partnership Units of Class A were outstanding and 11,079.649 Limited Partnership Units of Class Z were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
[None]
PART I
Item 1.
Business
.(a)
General Development of Business
. Ceres Classic L.P. (formerly, Managed Futures Premier Graham L.P.) (the “Partnership”) was formed on July 15, 1998 under the Delaware Revised Uniform Limited Partnership Act to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, 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”). The Futures Interests that are traded by the Partnership are volatile and involve a high degree of 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. The Partnership commenced trading operations on March 1, 1999.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. The General Partner is a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses. Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”). This entity currently serves as the placement agent to the Partnership (the “Placement Agent”). Morgan Stanley Wealth Management is a principal subsidiary of MSD Holdings.
As of December 31, 2021, all trading decisions were made for the Partnership by Graham Capital Management, L.P. (“Graham”), Winton Capital Management Limited (“WCM”), EMC Capital Advisors, LLC (“EMC”) and Campbell & Company, LP (“Campbell”), as the commodity trading advisors to the Partnership (each, a “Trading Advisor” and collectively, the “Trading Advisors”). Each Trading Advisor is allocated a portion of the Partnership’s assets to manage. Prior to January 1, 2021, Graham was the sole trading advisor to the Partnership, and managed the assets of the Partnership pursuant to its
K4D-15V
Program, Graham’s proprietary, trend-following trading program. Ceres is responsible for selecting additional commodity trading advisors from time to time and for replacing Trading Advisors as it deems necessary. Trading advisors can be added, removed or replaced at any time by Ceres, or Ceres may determine to adjust the allocation of assets to each Trading Advisor, without the consent of, or advance notice to, the Limited Partners. A description of the trading activities and focus of the Trading Advisors is included under “Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
.”As of January 1, 2021, the Partnership invested a portion of its assets in CMF Winton Master L.P., organized in New York as a limited partnership (“CMF Winton” or the “Trading Company”). The Partnership and any other feeder fund investing in the Trading Company constitute the limited partners of the Trading Company. The Trading Company is managed by Ceres Managed Futures LLC. CMF Winton has a single account with WCM. The Trading Company may and will, among other things, trade, buy, sell, spread, or otherwise acquire, hold or dispose of Futures Interests (as defined below).
For the period January 1, 2021 through December 31, 2021, the approximate average market sector distribution for the Partnership was as follows:
1
2
At December 31, 2021, the Partnership owned 100% of CMF Winton. It is the Partnership’s intention to continue to invest in the Trading Company. The performance of the Partnership is directly affected by the performance of the Trading Company. Expenses to investors as a result of investment in the Trading Company are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.
During the years ended December 31, 2021, 2020 and 2019, the Partnership’s commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. MS&Co. also acted as the counterparty on all trading of foreign currency forward contracts. MS&Co. is a wholly-owned subsidiary of Morgan Stanley. As of January 1, 2021, JPMorgan Chase Bank, N.A. (“JPM”) acts as prime broker in connection with foreign exchange forward and swap transactions for the Trading Company.
Effective October 2, 2020, the Partnership changed its name from Managed Futures Premier Graham L.P. to Ceres Classic L.P.
The General Partner, on behalf of the Partnership, has entered into a management agreement (the “Management Agreement”) with Graham. The Management Agreement provides that Graham has sole discretion in determining the investments of the assets of the Partnership allocated to Graham by the General Partner. Pursuant to the Management Agreement, the Partnership pays Graham a flat-rate monthly fee. Effective as of January 1, 2021, the management fee payable by the Partnership to Graham is equal to 1/12
th
of 1.25% (a 1.25% annual rate) of the Partnership’s net assets as of the first day of each month. From February 1, 2019 to December 31, 2020, the management fee payable by the Partnership to Graham was equal to 1/12th
of the 1.35% (1.35% annual rate) of the Partnership’s net assets as of the first day of each month. From April 1, 2014 to January 31, 2019, the management fee payable by the Partnership to Graham was equal to 1/12th
of 1.75% (1.75% annual rate) of the Partnership’s net assets as of the first day of each month.Effective as of January 1, 2021, the Partnership pays WCM a flat-rate monthly fee equal to 1/12th of 1.5% (a 1.5% annual rate) of the Partnership’s net assets allocated to WCM as at the beginning of the relevant month, which will be equal to the prior month end net assets, net of all fees and expenses for the previous month, and decreased by any redemptions for such prior month end and increased by any subscriptions for the current month.
Effective as of January 1, 2021, the Partnership pays Campbell a flat rate monthly fee equal to 1/12th of 1.25% (a 1.25% annual rate) of the beginning of the month net asset value allocated to Campbell.
Effective as of January 1, 2021, the Partnership pays EMC a flat rate monthly fee equal to 1/12th of 0.875% (a 0.875% annual rate) of the beginning of the month net asset value allocated to EMC.
In addition, the Partnership pays Graham an annual incentive fee. Effective February 1, 2019, the Partnership pays Graham an incentive fee equal to 18% of trading profits experienced by the Partnership as of the end of such period. Prior to February 1, 2019, the Partnership paid Graham an incentive fee equal to 20% of trading profits experienced by the Partnership as of the end of each calendar month.
Effective as of January 1, 2021, the Partnership pays WCM a quarterly incentive fee equal to 20% of new trading profits (as defined in the applicable management agreement) earned by WCM in each quarterly period. Pursuant to the management agreement with WCM, no incentive fee will be paid to WCM with respect to the Partnership until it has (i) recouped a certain loss carryforward and (ii) earned new trading profits (as defined in the applicable management agreement) from and after January 1, 2021. The loss carryforward applied to the Partnership will be adjusted according to the Partnership’s assets allocated to WCM as of January 1, 2021.
Effective as of January 1, 2021, the Partnership pays Campbell a quarterly incentive fee equal to 20% of trading profits (as defined in the applicable management agreement) earned by Campbell in each quarterly period.
Effective as of January 1, 2021, the Partnership pays EMC a quarterly incentive fee equal to 20% of trading profits (as defined in the applicable management agreement) earned by EMC in each quarterly period.
Trading profits represent the amount by which profits from trading in Futures Interests exceed losses after ongoing placement agent fees, management and administrative and General Partner’s fees, as applicable, are deducted. When Graham experiences losses with respect to net assets as of the end of a calendar year or month, as applicable, Graham must recover such losses before Graham is eligible for an incentive fee in the future. Cumulative trading losses are adjusted on a
pro-rated
basis for the amount of each month’s net redemptions.3
The Trading Company has entered into a foreign exchange brokerage account agreement and a futures brokerage account agreement with MS&Co. The Partnership has also entered into a futures brokerage account agreement with MS&Co. Pursuant to these agreements, the Partnership, directly or indirectly through its investment in the Trading Company, 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”).The Partnership has also entered into a selling agreement with Morgan Stanley Wealth Management (as amended, the “Selling Agreement”). Pursuant to the Selling Agreement, Morgan Stanley Wealth Management is paid a monthly ongoing selling agent fee at the rates described below. The ongoing selling agent fee received by Morgan Stanley Wealth Management is shared with the properly registered/exempted financial advisors of Morgan Stanley Wealth Management who sell Class A Units.
The Trading Company entered into certain agreements with JPMorgan in connection with trading in forward foreign currency contracts on behalf of the Trading Company and, indirectly, the Partnership. These agreements include 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. Under the FX Agreement, JPMorgan charges a fee on the aggregate foreign currency transactions entered into on behalf of the Trading Company during a month.
As of November 1, 2018, the Partnership entered into an alternative investment placement agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. (“MSDI”), and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a
non-exclusive
selling agent andsub-selling
agent, respectively, of the Partnership for the purpose of finding eligible investors for units of limited partnership interest (“Unit(s)”) through offerings that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Units of the Partnership, who had acquired such Units prior to such holders becoming clients of Harbor.The Harbor Selling Agreement continues in effect until September 30, 2022 unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days’ prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional one year periods. Pursuant to the Harbor Selling Agreement, effective as of January 1, 2021, the Partnership pays Harbor an ongoing placement agent fee equal to 1/12
th
of 0.75% (a 0.75% annual rate) of the net asset value per Unit for certain holders of Class A Units in the Partnership. From July 1, 2020 to December 31, 2020, the Partnership paid Harbor an ongoing placement agent fee equal to 1/12th
of 1.00% (a 1.00% annual rate) of the net asset value per Unit for certain holders of Class A Units in the Partnership, as set forth in the Harbor Selling Agreement. Prior to July 1, 2020, the Partnership paid Harbor an ongoing placement agent fee equal to 1/12th
of 2.00% (a 2.00% annual rate) of the net asset value per Unit for certain holders for Class A Units in the Partnership, as set forth in the Harbor Selling Agreement.As of December 31, 2021, units of limited partnership interest (“Unit(s)”) of the Partnership are being offered in two share classes (each, a “Class” or collectively, the “Classes”) in a private placement pursuant to Regulation D under the Securities Act. A Limited Partner will initially receive Class A Units in the Partnership, provided, that certain investors (other than ERISA/IRA investors) who subscribe for Units on a consulting basis, the General Partner and certain employees of Morgan Stanley and/or its subsidiaries (and their family members) may be designated to hold Class Z Units. The Partnership previously offered Units in Class D, however, no Limited Partners hold Class D Units as of December 31, 2021, and Class D Units are no longer offered.
Each of Class A and Z Units of the Partnership have the same investment exposure and rights except for the amount of the ongoing placement agent fee charged to each Class of Units. Class Z Units are not subject to an ongoing placement agent fee.
The Partnership began the year at a net asset value per Class A Unit of $21.07 and increased 5.5% to $22.22 per Class A Unit and a net asset value per Class Z Unit of $8.90 and increased 6.3% to $9.46 per Class Z Unit on December 31, 2021. For a more detailed description of the Partnership’s business, see subparagraph (c).
4
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.
(b) [Reserved.]
(c)
Narrative Description of Business
. For financial information reporting purposes, the Partnership is deemed to engage in one industry segment, the speculative trading of Futures Interests. The relevant financial information is presented in “Part II. Item 8.Financial Statements and Supplementary Data
.” The Partnership is in the business of speculative trading of Futures Interests pursuant to trading instructions provided by the Trading Advisors. See Item 1(a) above for a complete description of the Partnership’s business. The information requested in Section 101(c)(1)(i) through (v) and Section 101(c)(2)(i) of Regulation S-K is not applicable to the Partnership. Additionally, the Partnership does not have any employees. The directors and officers of the General Partner are listed in “Part III. Item 10.Directors, Executive Officers and Corporate Governance
.”(d) [Reserved.]
(e)
Available Information
. The Partnership files an Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form8-K,
and all amendments to these reports with the Securities and Exchange Commission (“SEC”). The Partnership does not maintain an internet website; however the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Partnership’s SEC filings are available to the public from the EDGAR database on the SEC’s website at http://www.sec.gov. The Partnership’s CIK number is 0001066656. As of the date hereof, the Partnership does not have an internet address.5
Item 1A.
Risk Factors
.This section includes some of the principal risks that investors will face with an investment in the Partnership.
THE UNITS IN THE PARTNERSHIP ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY ARE SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
Risks Relating to the Partnership and the Offering of Units
You should not rely on past performance of the General Partner or the Trading Advisors in deciding to purchase Units.
The Partnership and the Trading Company incur substantial charges.
Incentive fees may be paid by the Partnership even if the Partnership sustains trading losses.
Restricted investment liquidity in the Units.
General Partner redemptions.
6
The Partnership’s structure has conflicts of interest.
• | The General Partner, Morgan Stanley Investment Management, the Placement Agent, MSDI and MS&Co. are affiliates. As a result, the fees and other compensation received by these parties and other terms relating to the operation of the Partnership and the sale of Units have not been negotiated independently. The officers and directors of the General Partner are also employees of Morgan Stanley or one of its subsidiaries and may have a conflict of interest between their responsibility to the General Partner and the commodity pools it operates. Some of the compensation for such officers and directors of the General Partner may be based in part on the profitability of Morgan Stanley and its managed futures business operated by the General Partner. |
• | Employees of the Placement Agent receive a significant portion of the ongoing placement agent fee paid by the Partnership (except for consulting clients, from which the Placement Agent, serving in its role as investment adviser, receives the fees and expenses described in such consulting client’s consulting agreement). Therefore, these employees have a conflict of interest in making recommendations regarding the purchase or redemption of Units. |
• | MS&Co. can benefit from bid/ask spreads to the extent that the Trading Advisors for the Partnership execute over-the-counter |
• | The Trading Advisors, the General Partner, Morgan Stanley and its affiliates and subsidiaries may trade Futures Interests for their own accounts, and thereby compete with the Partnership and the Trading Company for positions. There are potential incentives for such persons and, in particular, investment personnel, to favor the proprietary accounts over the client accounts (including the Partnership’s or the Trading Company’s accounts), including, without limitation, with respect to allocation of investments, time and attention. There may be cases where certain proprietary accounts trade ahead of, or opposite, trades for the Partnership (or the Trading Company). Also, the other commodity pools managed by the General Partner and the Trading Advisors may compete with the Partnership and the Trading Company for Futures Interests. These conflicts can result in less favorable prices on the Partnership’s and the Trading Company’s transactions. These pools may also pay lower fees, including lower commodity brokerage fees and/or commissions, than the Partnership pays. The records of trading in such accounts, and any written policies relating to such trading, will not be made available to limited partners for inspection. |
• | For excess cash which is not invested, MS&Co. and the General Partner retain any interest earned on cash in the Partnership’s and the Trading Company’s account in excess of the rate specified in the Partnership’s Annual Report to Limited Partners for the year ended December 31, 2021. Depending on the current market interest rates, that could create an incentive for the General Partner to retain excess cash in cash instead of direct investments in permitted investments. |
• | The General Partner may purchase shares from money market mutual funds affiliated and/or unaffiliated with the General Partner. |
No specific policies regarding conflicts of interest have been adopted by the General Partner, Morgan Stanley Wealth Management, MSDI, the Partnership, the Trading Company or any of their affiliates, and investors will be dependent on the good faith of, and legal and fiduciary obligations imposed on, the parties involved with such conflicts to resolve them equitably.
“Master-feeder” structure.
pro rata
An investment in Units may not diversify an overall portfolio.
non-
orlow-correlation
to your other investments in the future. You may lose your entire investment in the Partnership.7
Neither the Partnership nor the Trading Company is a registered investment company.
Risks Related to Regulation of the Partnership and General Partner
The Federal Reserve board’s regulation of Morgan Stanley could affect the activities of the Partnership and the Trading Company.
A significant focus of the regulatory framework that applies to Morgan Stanley is to ensure that Morgan Stanley and its subsidiaries operate in a safe and sound manner, with sufficient capital, earnings and liquidity to allow Morgan Stanley to serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the “Banks”). These Banks must remain well capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank
Act”) could result in the need for Morgan Stanley to change its business practices or the scope of its current lines of business, including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley, the General Partner, the Partnership and the Trading Company any limited divestiture should not directly involve the Partnership.The Units are not being offered by the Banks, and as such: (1) are not insured by the Federal Deposit Insurance Corporation (“FDIC”), (2) are not deposits or other obligations of the Banks, (3) are not guaranteed by the Banks, and (4) involve investment risks, including possible loss of principal.
Assets held in accounts at U.S. banks may not be fully insured.
Other federal agencies, including the SEC and the Commodity Futures Trading Commission (“CFTC”), regulate certain activities of the Partnership and General Partner.
Dodd-Frank
Act, among other things, grants the CFTC and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the OTC derivatives market and certain foreign exchange transactions. The implementation of the Dodd-Frank Act could adversely affect the Partnership by increasing transaction and/or regulatory compliance costs. In addition, greater regulatory scrutiny may increase the Partnership’s and the General Partner’s exposure to potential liabilities. Increased regulatory oversight can also impose administrative burdens on the General Partner, including, without limitation, responding to investigations and implementing new policies and procedures. As a result, the General Partner’s time, attention and resources may be diverted from portfolio management activities.Other potentially adverse regulatory initiatives could develop suddenly and without notice.
8
The General Partner may determine to invest up to all of the Partnership’s and/or the Trading Company’s assets in U.S. Treasury bills and/or money market mutual fund securities.
In the event that the General Partner is required to liquidate U.S. Treasury bills before they mature, to meet redemption requests or otherwise, the Partnership and/or the Trading Company may incur a loss on such U.S. Treasury bills and/or may be subject to additional fees or other costs. The General Partner will endeavor to maintain sufficient cash in the Partnership’s and the Trading Company’s accounts in order to meet margin requirements and avoid early liquidation of U.S. Treasury bills.
Although a money market mutual fund currently seeks to preserve the value of each of its shares at $1.00 per share, it is possible to incur losses when investing in a money market mutual fund. An investment in a money market mutual fund is not insured or guaranteed by any government agency. A money market mutual fund may experience significant pressures from, among other things, shareholder redemptions, issuer credit downgrades and illiquid markets. Historically, there have been some money market mutual funds that have “broken the buck,” which means that, upon redemption, investors in those funds did not receive $1.00 per share for their investments in those funds. Recent rule amendments adopted by the SEC require certain money market mutual funds to implement floating net asset values that will not preserve the value of each of its shares at $1.00 per share. The implementation of these rule amendments may impact the Partnership’s use of these money market mutual funds for capital preservation purposes.
Allowing investments by benefit plan investors may result in adverse consequences under ERISA or the Code.
Risks Relating to Futures Interests Trading and the Futures Interests Markets
Futures Interests trading is speculative and volatile.
The Partnership’s and the Trading Company’s Futures Interests trading is highly leveraged such that small changes in the price of the Partnership’s or a Trading Company’s positions may result in substantial losses.
The gross leverage employed by each Trading Advisor in its trading can vary substantially from month to month. This gross leverage, expressed as the underlying absolute value of the Partnership’s and the Trading Company’s positions compared to the average net assets of the Partnership, is anticipated to range from two times the Partnership’s net assets to fifteen times the Partnership’s net assets. Under certain conditions, however, the Partnership’s gross leverage could exceed (or be less than) such range. The amount of margin required to be deposited with respect to an individual futures contract is determined by the exchange upon which the contract is traded and the commodity broker or FX counterparty at which the position is held and may be changed at any time.
9
Options trading can be more volatile than futures trading, and purchasing and writing options could result in trading losses.
long-term
futures strategies where volatility does not have as great an effect on the price of a futures contract. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of a put option collects a premium and risks losing the difference between the strike price and the market price of the underlying commodity or futures contract (less the premium received) if the option buyer exercises its put option, as well as any commissions and fees. The writer, or seller, of a call option has unlimited risk. A call option writer collects a premium and risks losing the difference between the price it would have to pay to obtain the underlying commodity or futures contract and the strike price (less the premium received) if the option buyer exercises its call option.Market illiquidity may cause less favorable trade prices.
Factors that can contribute to market illiquidity for exchange-traded contracts include:
• | exchange-imposed price fluctuation limits; |
• | limits on the number of contracts speculative traders may hold in most commodity markets; and |
• | market disruptions. |
The General Partner expects that
non-exchange
traded contracts will be traded for commodity interests for which there is generally a liquid underlying market. Such markets, however, may experience periods of illiquidity and are also subject to market disruptions.Since the Trading Advisors already manage sizable assets in the commodity markets, it is possible that the Partnership may encounter illiquid situations. It is impossible to quantify the frequency or magnitude of these risks, however, especially because the conditions often occur unexpectedly.
Trading on
non-U.S.
exchanges presents greater risks to the Partnership than trading on U.S. exchanges.non-U.S.
exchanges (other than swap execution facilities registered as such with the CFTC) is not regulated by the CFTC or any other U.S. governmental agency or instrumentality and may be subject to regulations that are different from those to which U.S. exchange trading is subject, may provide less protection to investors than trading on U.S. exchanges, and may be less vigorously enforced than regulations in the U.S.Trading on
non-U.S.
exchanges involves some risks that trading on U.S. exchanges does not, such as:Lack of Investor Protection Regulation
The rights of the Partnership and the Trading Company in the event of the insolvency or bankruptcy of a
non-U.S.
market, broker or bank are likely to differ from rights that the Partnership and the Trading Company would have in the United States and these rights may be more limited than in the case of failures of U.S. markets, brokers or banks.10
Possible Governmental Intervention
Generally,
non-U.S.
brokers are not subject to the jurisdiction of the CFTC or any other U.S. regulator. In addition, the Partnership’s and the Trading Company’s assets held outside of the United States to margin transactions onnon-U.S.
exchanges are held in accordance with the client assets protection regime and the insolvency laws of the applicable jurisdiction. Anon-U.S.
government might halt trading in a market and/or take possession of the Partnership’s and the Trading Company’s assets maintained in its country in which case the assets may never be recovered. The General Partner might have little or no notice that such events were happening. In such circumstances, the General Partner may not be able to obtain the Partnership’s assets.Relatively New Markets
Some
non-U.S.
exchanges on which the Partnership and the Trading Company are permitted to trade may be in developmental stages so that prior price histories may not be indicative of current price patterns.Exchange-Rate Exposure
The Partnership is valued in U.S. dollars. Contracts on
non-U.S.
exchanges are usually traded in the local currency. The Partnership’s and the Trading Company’s assets held in connection with contracts priced and settled in a foreign currency may be held in anon-U.S.
depository in accounts denominated in a foreign currency. Changes in the value of the local currency relative to the U.S. dollar could cause losses to the Partnership even if the contract traded is profitable.Risks Associated with Affiliates
The Partnership’s and the Trading Company’s clearing broker may use affiliates to carry and clear transactions on
non-U.S.
exchanges. While the use of affiliates can provide certain benefits, it can also pose certain risks. In particular, if a clearing broker or an affiliatednon-U.S.
broker were to fail, it is likely that all of its affiliated companies would fail or be placed in administration within a relatively brief period of time. Each of these companies would be liquidated in accordance with the bankruptcy laws of the local jurisdiction. Moreover, return of the Partnership’s or the Trading Company’s assets held at affiliatednon-U.S.
brokers would be delayed, perhaps for a significant period of time, and would be subject to additional administrative costs. If, on the other hand, a clearing broker had cleared its customers’non-U.S.
futures and options transactions through unaffiliated foreign brokers, such broker likely would not have failed and the clearing broker’s bankruptcy trustee could have directed thenon-U.S.
broker to liquidate all of the Partnership’s or the Trading Company’s positions and return the balance to the trustee for distribution to the Partnership or the Trading Company.The percentage of the Partnership’s and the Trading Company’s positions which are traded on
non-U.S.
exchanges can vary significantly from month to month. The average percentage of the Partnership’s and the Trading Company’s positions which are expected to be traded onnon-U.S.
exchanges in any given month is anticipated to range from 35% to 50% of the Partnership’s and the Trading Company’s positions, but could be greater or less than such expected range during any time period.The unregulated nature of uncleared trades in the OTC markets creates counterparty risks that do not exist in futures trading on exchanges or in cleared swaps.
The relative exposure of the Partnership to contracts that are not cleared by a registered clearing firm as of December 31, 2021 was approximately 35%, all of which represents OTC foreign exchange spot and forward transactions. As of January 1, 2022, the General Partner anticipates that the relative exposure of the Partnership to such contracts will be between approximately 22.0% and 40.9%.
11
Forward foreign currency and spot contracts historically were not regulated when traded between certain “eligible contract participants” and are subject to credit risk.
The percentage of the Partnership’s and the Trading Company’s positions that are expected to constitute foreign currency forwards and foreign currency swaps can vary substantially from month to month.
Trading swaps creates distinctive risks.
There are no limitations on daily price movements in swaps. Speculative position limits are not currently applicable to swaps, but in the future may be applicable for swaps on certain commodities. In addition, participants in the swap markets are not required to make continuous markets in the swaps they trade, and determining a market value for calculation of termination amounts can lead to uncertain results.
Trading of swaps has been and will continue to be subject to substantial change under the
Dodd-Frank
Act and related regulatory action. Under the Dodd-Frank Act, many commodity swaps may be required to be cleared through central clearing parties and executed on exchanges or other organized trading platforms. Security-based swaps will be subject to similar requirements. The CFTC and the prudential regulators that oversee swap dealers finalized rules regarding margin for uncleared swaps that imposed certain requirements beginning September 1, 2016 that may adversely impact the manner in which such swaps are traded and/or settled or increase the costs of such trades. Uncleared swaps will generally be subject to initial and variation margin requirements which may require the Partnership and the Trading Company to post collateral to swap dealers and collect collateral from swap dealers. Additional regulatory requirements will apply to all swaps, whether subject to mandatory clearing or not. These include collateral and capital requirements, reporting obligations, speculative position limits for certain swaps, and other regulatory requirements. Swaps which are not offered for clearing by a clearing house will continue to be tradedbi-laterally.
Such bi-lateral transactions will remain subject to many of the risks discussed in the preceding paragraphs.Non-U.S.
depositories are not subject to U.S. regulation. The Partnership’s and the Trading Company’s assets held in these depositories are subject to the risk that events could occur which would hinder or prevent the availability of these funds for distribution to customers including the Partnership. Such events may include actions by the government of the jurisdiction in which the depository is located including expropriation, taxation, moratoria and political or diplomatic events.12
Implementation of legislation is not complete.
Changes in regulation of swaps could lead to increased costs.
Central clearing parties could fail.
Deregistration of the commodity pool operator or a commodity trading advisor could disrupt operations.
The Partnership and the Trading Company are subject to speculative position limits.
re-proposed
revised position limits rules late in 2016, and the comment period for the rules closed in February 2017. In January 2020, the CFTCre-proposed
new rules regarding speculative position limits. These rules were adopted on October 15, 2020 and will be effective 60 days after publication in the Federal Register (the “Effective Date”). These rules will impose position limits on certain futures and option contracts and physical commodity swaps that are “economically equivalent” to such contracts and may require the Trading Advisors to alter the trading strategies they employ on behalf of the Partnership or the Trading Company, and such impact may have an adverse effect on the Trading Company’s and the Partnership’s performance. Compliance with the rules is required: (i) as of the Effective Date for legacy core agricultural futures contracts, (ii) as of January 1, 2022 for certain obligations, including, among others, with respect to federal speculative position limits fornon-legacy
core referenced futures contracts not previously subject to federal position limits, and (iii) January 1, 2023 for certain obligations, including, among others, with respect to federal speculative position limits for economically equivalent swaps.The Partnership and the Trading Company have credit risk to the commodity brokers and the FX counterparties.
13
The commodity brokers, as futures commission merchants for the Partnership’s and the Trading Company’s exchange-traded contracts, are required, pursuant to CFTC regulations, to segregate from their own assets, and for the sole benefit of their commodity customers, all funds held by them with respect to exchange-traded futures and futures-styled option contracts, including an amount equal to the net unrealized gain on all open futures and futures-styled option contracts. Similar requirements apply with respect to funds held in connection with cleared swap contracts. In the event of a shortfall in segregated customer funds held by the futures commission merchant, the Partnership’s and/or the Trading Company’s assets on account with the futures commission merchant may be at risk in the event of the futures commission merchant’s bankruptcy or insolvency, and in such event, the Partnership and/or the Trading Company may only recover a portion of the available customer funds. If no property is available for distribution, the Partnership and/or the Trading Company would not recover any of its assets. With respect to the Partnership’s OTC foreign exchange contracts with MS&Co. and the Partnership’s indirect trading of foreign exchange forward contracts and uncleared swaps with JPM, prior to the implementation of the Dodd-Frank Act’s provisions, there was no requirement to segregate funds held with respect to such contracts. The CFTC and the prudential regulators that oversee swap dealers finalized rules regarding margin for uncleared swaps that imposed certain requirements beginning September 1, 2016 that may adversely impact the manner in which such swaps are traded and/or settled or increase the costs of such trades. Uncleared swaps will generally be subject to initial and variation margin requirements which may require the Partnership or the Trading Company, to the extent that it trades uncleared swap contracts, to post collateral to swap dealers and collect collateral from swap dealers. Any initial margin that may be required to be posted by a swap dealer or the Partnership or the Trading Company must be segregated and held by an independent third party custodian and cannot be rehypothecated. Variation margin is not required to be segregated and may be rehypothecated. There may also be costs and delays involved in negotiating the custodial arrangement and related contractual terms.
Risks Relating to the Trading Advisors
You should not rely on the past performance of the Trading Advisors in deciding to purchase Units. Since the future performance of a Trading Advisor is unpredictable, each Trading Advisor’s past performance is not necessarily indicative of future results.
Reliance on the Trading Advisors to trade successfully.
Market factors may adversely influence the trading programs.
You will not be aware of changes to the trading programs.
Single-advisor funds lack the diversity of multi-advisor funds.
Possible consequences of using multiple Trading Advisors.
14
Increasing the assets managed by a Trading Advisor may adversely affect performance.
The Partnership’s use of an increased rate of leverage could affect performance.
A Trading Advisor may terminate its advisory agreement.
one-year
terms, each of which renew for additionalone-year
terms annually, unless terminated by the General Partner or the Trading Advisor. In the event that an advisory agreement is not renewed, the General Partner may not be able to enter into an arrangement with that Trading Advisor or another trading advisor on terms substantially similar to the advisory agreements.Disadvantages of replacing or switching Trading Advisors.
Partnership performance may be hindered by increased competition for positions.
auction-like
market, the more competition there is for some contracts, the more difficult it may be for the Partnership or the Trading Company to obtain the best prices.You will not have access to the Partnership’s positions and must rely on the General Partner to monitor the Trading Advisors.
Taxation Risks
You may have tax liability attributable to your interest in the Partnership even if you have received no distributions and redeemed no Units and even if the Partnership generated a loss.
The Partnership’s tax returns could be audited.
K-1s
to those partners that were partners in the taxable year subject to audit. Therefore, unless the Partnership elects otherwise, the Partnership may be directly responsible in the current taxable year for the income tax liability resulting from an audit adjustment that relates to a prior taxable year in which a current limited partner did not own an interest in the Partnership or in which the limited partner’s ownership percentage has since changed. Limited Partners should consult with their tax advisers regarding the potential implications of this audit regime.15
You will recognize short-term capital gain.
non-U.S.
exchanges, foreign currency contracts traded in the interbank market, and U.S. and somenon-U.S.
exchange-traded options on commodities are generally taxed as short-term capital gain to the extent of 40% of gains with respect to Section 1256 contracts and at least 50% of the gain arising from a mixed straddle account and are currently taxed at a maximum marginal ordinary U.S. federal income tax rate of 37% fornon-corporate
taxpayers.Limitations on deductions for fund expenses.
non-corporate
taxpayers. Under tax legislation commonly known as the Tax Cuts and Jobs Act, enacted on December 22, 2017 as Public Law115-97,
no deduction for such expenses, or for other miscellaneous itemized deductions, is permitted for tax years between 2018 and 2025.For tax years beginning after December 31, 2025, deductions for such expenses are subject to certain limitations for U.S. federal income tax purposes, and are not allowed for alternative minimum tax purposes. The IRS could take the position that certain Partnership expenses are investment advisory expenses and thus subject Partnership investors to disallowance of, or limitations on, deductions of allocated Partnership expenses.
Prospective investors should discuss these issues with their personal tax advisors.
Tax laws are subject to change at any time.
Non-U.S.
investors may face exchange rate risk and local tax consequences.Non-U.S.
investors should note that Units are denominated in U.S. dollars and that changes in rates of exchange between currencies may cause the value of their investment to decrease or to increase.Non-U.S.
investors should consult their own tax advisors concerning the applicable U.S. andnon-U.S.
tax implications of this investment.Non-U.S.
investors have reporting responsibilities and the Partnership may need to withhold taxes.non-U.S.
investors that is attributable to certain U.S. investments, unless such investors satisfy certain reporting requirements. A number ofnon-U.S.
countries have negotiated intergovernmental agreements with the U.S. Department of the Treasury regarding the implementation of this reporting and withholding regime, with some agreements potentially providing for information exchange from the U.S. authorities tonon-U.S.
revenue authorities regarding the U.S. financial accounts ofnon-U.S.
persons. An investor’s failure to document appropriately its compliance with the reporting rules may cause the investor to be subject to this U.S. withholding tax.General Risk Factors
The General Partner, the Partnership and its service providers (including the Trading Advisors) and their respective operations are potentially vulnerable to cyber-security attacks or incidents.
Any cyber event could adversely affect the Partnership’s business, financial condition or results of operations and cause the Partnership to incur financial loss and expense, as well as face exposure to regulatory penalties or legal claims, reputational damage and additional costs associated with corrective measures. A cyber-security breach could also jeopardize a limited partner’s personal, confidential, proprietary or other information processed and stored in, and transmitted through, the general partner’s or a service provider’s computer systems. A cyber event may cause the Partnership or its service providers to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate the Partnership’s net asset value, or allow investors to transact business) and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Partnership or its service providers.
The nature of malicious cyber-attacks is becoming increasingly sophisticated and neither the General Partner nor the Partnership can control the cyber systems and cyber-security systems of the advisor or other third-party service providers.
16
The Continuing Spread of a New Strain of Coronavirus, which Causes the Viral Disease Known as
COVID-19,
May Adversely Affect Our Investments and Operations.Since its discovery in December 2019, a new strain of coronavirus, which causes the viral disease known as
COVID-19,
has spread from China to many other countries, including the United States. The outbreak has been declared a pandemic by the World Health Organization, and the U.S. Health and Human Services Secretary has declared a public health emergency in the United States in response to the outbreak.Thedirectives and increased remote work protocols. If the pandemic continues to be prolonged or the actions of governments and central banks are unsuccessful, including actions to facilitate the comprehensive distribution of effective vaccines, the adverse impact on the global economy will deepen.
COVID-19
pandemic and related voluntary and government-imposed social and business restrictions has impacted global economic conditions and adversely affected various industries (including, but not limited to, transportation, hospitality and entertainment), resulting in volatility in the global financial markets, disruption in global supply chains, increased unemployment, and operational challenges such as the temporary and permanent closures of businesses,sheltering-in-place
Given the continuing development of this situation, it is not possible to accurately predict how the market disruptions caused by
COVID-19
will further impact the U.S. and other world economies or the value of the Partnership’s/Trading Company’s investments, or for how long the effects of such events will continue. Nevertheless, the novel coronavirus continues to present material uncertainty and risk with respect to the Partnership’s/Trading Company’s investments and operations.A cyber event may cause the Partnership or its service providers to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate the Partnership’s net asset value, or allow investors to transact business) and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Partnership or its service providers.
The nature of malicious cyber-attacks is becoming increasingly sophisticated and neither the General Partner nor the Partnership can control the cyber systems and cyber-security systems of the Trading Advisor or other third-party service providers.
Item 1B.
Unresolved Staff Comments
.
Item 2.
Properties
.The Partnership’s executive and administrative offices are located within the offices of the General Partner. The General Partner’s offices utilized by the Partnership are located at 522 Fifth Avenue, New York, NY 10036.
17
Item 3.
Legal Proceedings
.This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which MS&Co. or its subsidiaries is a party or to which any of their property is subject. There are no material legal proceedings pending against the Partnership or the General Partner.
On June 1, 2011, Morgan Stanley & Co. Incorporated converted from a Delaware corporation to a Delaware limited liability company. As a result of that conversion, Morgan Stanley & Co. Incorporated is now named Morgan Stanley & Co. LLC (“MS&Co.”).
MS&Co. is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC
10-K
filings for 2021, 2020, 2019, 2018, and 2017. 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 2020 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):
18
Regulatory and Governmental Matters.
On September 28, 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co. regarding violations of CFTC Rule 166.3 by failing to diligently supervise the reconciliation of exchange and clearing fees with the amounts it ultimately charged customers for certain transactions on multiple exchanges. The order and settlement required MS&Co. to pay a $500,000 penalty and cease and desist from violating CFTC Rule 166.3.
On November 2, 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co. for
non-compliance
with applicable rules governing Part 17 Large Trader reports to the CFTC. The order requires MS&Co. to pay a $350,000 penalty and cease and desist from further violations of the Commodity Exchange Act.On September 30, 2020, the SEC entered into a settlement order with MS&Co. settling an administrative action which relates to MS&Co.’s violations of the order marking requirements of Regulation SHO of the Exchange Act resulting from its improper use of aggregation units in structuring the Firm’s equity swaps business. The order found that MS&Co. improperly operated its equity swaps business without netting certain “long” and “short” positions as required by Rule 200(c) of Regulation SHO. The order found that the long exposure to an equity security (the “Long Unit”) and the short exposure to an equity security (the “Short Unit”) were not independent from one another and did not have separate trading strategies or objectives without regard to each other, and that the Long and Short Units were not eligible for the exception in Rule 200(f) of Regulation SHO. The order found that MS&Co. willfully violated Section 200(g) of Regulation SHO. MS&Co. consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; to pay a civil penalty of $5 million; and to comply with the undertaking enumerated in the order.
Civil Litigation
On May 17, 2013, plaintiff infiled a complaint against MS&Co. and certain affiliates in the Supreme Court of the State of New York County (“Supreme Court of NY”). The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $133 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 11, 2016, the Appellate Division, First Department (“First Department”) affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At December 25, 2019, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $22 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $22 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus
IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al.
pre-
and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.19
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 Southern District of New York (“SDNY”) styledPlaintiffs allege, inter alia, that MS&Co., together with a number of other financial institution defendants, violated U.S. antitrust laws and New York state law in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for securities lending. The class action complaint was filed on behalf of a purported class of borrowers and lenders who entered into stock loan transactions with the defendants. The class action complaint seeks, among other relief, certification of the class of plaintiffs and treble damages. On September 27, 2018, the court denied the defendants’ motion to dismiss the class action complaint. A decision on plaintiffs’ motion for class certification is pending.
Iowa Public Employees’ Retirement System et al. v. Bank of America Corporation et al.
Settled Civil Litigation
On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled, in the Supreme Court of NY. The complaint related to a $275 million credit default swap (“CDS”) referencing the super senior portion of the STACK
China
Development Industrial Bank v. Morgan Stanley
& Co. Incorporated et al.
2006-1
CDO. The complaint asserted claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that MS&Co. misrepresented the risks of the 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. On March 22, 2021, the parties entered into a settlement agreement. On April 16, 2021, the court entered a stipulation of voluntary discontinuance, with prejudice.On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. and other defendants in the Circuit Court of the State of Illinois, styledA 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. On November 4, 2021, the Firm entered into an agreement to settle the litigation.
Federal Home Loan Bank of
Chicago
v.
Bank of America Funding Corporation
et al.
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 styledAn 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.
Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al.
20
On May 3, 2013, plaintiffs infiled 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.
Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al.
On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. in California state court styled, on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleged that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV, and asserted violations of the California False Claims Act and other state laws and sought treble damages, civil penalties, disgorgement, and injunctive relief. On April 24, 2019, the parties reached an agreement to settle the litigation.
California v. Morgan Stanley, et al.
Beginning on March 25, 2019, MS&Co. was named as a defendant in a series of putative class action complaints filed in the United States District Court for the SDNY, the first of which is styled. 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, 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.
Alaska Electrical Pension Fund v. BofA Secs., Inc., et al
In re GSE Bonds Antitrust Litigation
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.
21
Item 4.
Mine Safety Disclosures
.
22
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
.(a) | Market Information . The Partnership has issued no stock. There is no public market for the Units. |
(b) | Holders . The number of holders of Units as of February 28, 2022 was 3,898 for Class A Units and 3 for Class Z Units. |
(c) | Distributions . No distributions have been made by the Partnership since it commenced trading operations on March 1, 1999. Ceres has sole discretion to decide what distributions, if any, shall be made to investors in the Partnership. Ceres does not intend to declare distributions in the foreseeable future. |
(d) | Securities Authorized for Issuance under Equity Compensation Plans . None. |
(e) | Performance Graph . Not applicable. |
(f) | Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities . The Registrant’s Units of limited partnership interest are being offered in a private placement pursuant to Regulation D under the Securities Act, and are being sold only to persons and entities who are accredited investors as the term is defined in Rule 501(a) of Regulation D. In determining the applicability of the exemption, the General Partner relied on the fact that the Units were purchased by accredited investors. |
The aggregate proceeds of unregistered securities sold to the limited partners through December 31, 2021 was $238,091,559. The Partnership received $627,786 in consideration from the sale of Units to the General Partner.
Proceeds of net offering were used for the trading of Futures Interests.
(g) | Purchases of Equity Securities by the Issuer and Affiliated Purchasers . |
The following chart sets forth the purchases of Units by the Partnership.
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 | ||||||||
October 1, 2021 - October 31, 2021 | 98,514.451 | $ | 23.01 | N/A | N/A | |||||||
November 1, 2021 - November 30, 2021 | 72,308.361 | $ | 21.95 | N/A | N/A | |||||||
December 1, 2021 - December 31, 2021 | 93,872.047 | $ | 22.22 | N/A | N/A | |||||||
264,694.859 | $ | 22.44 |
* | 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 last day of each month at the net asset value per Unit as of that day. |
Item 6.
[Reserved]
.23
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
.Liquidity
. The Partnership/Trading Company deposits its assets with MS&Co. as its clearing commodity broker in separate Futures Interests trading accounts established for the Trading Advisors. Such assets are used as margin to engage in trading and may be used as margin solely for the Partnership’s/Trading Company’s trading. The assets are held either innon-interest
bearing bank accounts or in securities and instruments permitted by the CFTC for investment of customer segregated or secured funds. Since the Partnership’s/Trading Company’s sole purpose is to trade in futures, forwards and options, it is expected that the Partnership/Trading Company will continue to own such liquid assets for margin purposes.The Partnership’s/Trading Company’s investment in Futures Interests and U.S. Treasury bills 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 from promptly liquidating its 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/Trading Company from trading in potentially profitable markets or prevent the Partnership/Trading Company from promptly liquidating unfavorable positions in such markets, subjecting it 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/Trading Company’s assets. There are no known material trends, demands, commitments, events, or uncertainties at the present time that are reasonably likely to result in the Partnership’s/Trading Company’s liquidity increasing or decreasing in any material way.
Capital Resources
. The Partnership does not have, nor does it expect to have, any capital assets. The Partnership’s only assets are its (i) investment in the Trading Company, (ii) redemptions receivable from the Trading Company, (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 and investment in U.S. Treasury bills, at fair value, as applicable, (iv) interest receivable and (v) expense reimbursement. Redemptions, exchanges and sales of Units in the future will affect the amount of funds available for investments in Futures Interests and U.S. Treasury bills in subsequent periods. It is not possible to estimate the amount, and therefore the impact, of future inflows and outflows of Units.There are no known material trends, favorable or unfavorable, that would affect, nor any expected material changes to, the Partnership’s capital resource arrangements at the present time.
Results of Operations
General
. The Partnership’s results depend on the Trading Advisors and the ability of the Trading Advisors’ trading programs to take advantage of price movements in the futures, forwards and options markets.In allocating substantially all of the assets of the Partnership among the Trading Advisors, the General Partner considers, among other factors, the Trading Advisors’ past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the Trading Advisors and allocate assets to additional advisors at any time.
As of December 31, 2021 and September 30, 2021, the Partnership’s assets were allocated among the Advisors in the following approximate percentages:
Advisor | December 31, 2021 | December 31, 2021 (percentage of Partners’ Capital) | September 30, 2021 | September 30, 2021 (percentage of Partners’ Capital) | ||||||||||||
Campbell | $ | 30,131,735 | 22% | $ | 32,487,681 | 22% | ||||||||||
EMC | 12,171,817 | 9% | 13,433,494 | 9% | ||||||||||||
Graham | 40,036,445 | 29% | 55,337,638 | 38% | ||||||||||||
WCM | 41,351,677 | 30% | 44,584,750 | 31% | ||||||||||||
Unallocated | 13,218,988 | 10% | - | 0% |
24
Graham Capital Management L.P.
The K4D quantitative investment program has its origin in Graham’s legacy trend-following trading systems, dating as far back as 1995. Graham’s trend systems are designed to participate selectively in potential profit opportunities that can occur during periods of price trends in a diverse number of U.S. and international markets. The trend systems establish positions in markets where the price action of a particular market signals the computerized systems used by Graham that a potential trend in prices is occurring. The trend systems also employ proprietary risk management and trade filter strategies that seek to benefit from sustained price trends while reducing risk and volatility exposure. Each K4D program trades the same quantitative models in the same proportion, and differs only with respect to the annual volatility range targeted (with the
K4D-10V
Program targeting an annual volatility range of 8% to 12%; theK4D-15V
Program targeting an annual volatility range of 12% to 18%; and theK4D-20V
Program targeting an annual volatility range of 16% to 24%).Winton Capital Management Limited
The portion of the Partnership’s assets that was allocated to Winton for trading are not invested in commodity interests directly. Winton’s allocation of the Partnership’s assets was invested in Winton Master. Winton trades the Diversified Macro Strategies (formerly, the Winton Futures Program), a proprietary, systematic trading program, on behalf of Winton Master.
The investment objective of the Diversified Macro Strategies is to achieve long-term investment growth.
The Diversified Macro Strategies (formerly, the Winton Futures Program) follows a disciplined investment process that is based on statistical analysis of historical data. The initial stage of the process involves collecting, cleaning and organizing large amounts of data. The Diversified Macro Strategies uses a wide variety of data inputs including factors that are intrinsic to markets, such as price, volume and open interest; and those that are external to markets, such as economic statistics, industrial and commodity data and public company financial data. Winton conducts statistical research into the data in an attempt to quantify the probability of particular markets rising or falling, conditional on a variety of quantifiable factors. Winton’s research is used to develop mathematical models that attempt to forecast market returns, the variability or volatility associated with such returns (often described as “risk”), and the correlation between markets and transaction costs. These forecasts are used in investment strategies that determine what positions should be held to maximize profit within a certain range of risk. As a result of Winton’s research, Winton expects that the investments made in accordance with this process will have an improved chance of being successful, which is expected to lead to profits over the long-term.
Winton’s investment programs are operated as automated, computer-based investment systems. The programs are modified over time as Winton monitors its operation and undertakes further research. Changes to the programs occur as a result of, amongst other things, the discovery of new relationships, changes in market liquidity, the availability of new data or the reinterpretation of existing data.
Most of Winton’s investment decisions are made strictly in accordance with the output of the programs. However, Winton may, in exceptional circumstances (such as the occurrence of events that fall outside the input parameters of the programs), make investment decisions based on other factors and take action to override the output of the programs to seek to protect the interests of investors.
EMC Capital Advisors, LLC
EMC will trade its Classic Program for the Partnership. EMC’s investment strategies are technical rather than fundamental in nature. In other words, they are developed from analysis of patterns of actual monthly, weekly and daily price movements and are not based on analysis of fundamental supply and demand factors, general economic factors, or anticipated world events. EMC relies on historical analysis of these price patterns to interpret current market behavior and to evaluate technical indicators for trade initiations and liquidations. EMC’s investment strategies used in its program are trend-following. This means that initiation and liquidation of positions in a particular market are generally in the direction of the price trend in that market, although at times counter-trend elements also may be employed. EMC employs an investment strategy which utilizes a blend of systems (or, stated another way, a number of systems simultaneously). The strategies are diversified in that its program follows a number of Futures Interests and often invests in more than ten different interests at one time.
Campbell
& Company, LP
Campbell will trade the Partnerships assets in accordance with its Campbell Managed Futures Portfolio, a proprietary, systematic trading system. The Advisor’s trading models are designed to detect and exploit medium-term to long-term price changes, while also applying risk management and portfolio management principles.
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The Advisor believes that utilizing multiple trading models provides an important level of diversification and is most beneficial when multiple contracts of each market are traded. Every trading model may not trade every market. It is possible that one trading model may signal a long position while another trading model signals a short position in the same market. It is the Advisor’s intention to offset those signals to reduce unnecessary trading, but if the signals are not simultaneous, both trades will be taken and since it is unlikely that both positions would prove profitable, in retrospect, one or both trades will appear to have been unnecessary. It is the Advisor’s policy to follow trades signaled by each trading model independent of the other models.
For the period from January 1, 2021 through December 31, 2021, the average allocation by commodity market sector for CMF Winton was as follows:
CMF Winton | ||||
Currencies | 33.9 | % | ||
Energy | 12.5 | % | ||
Grains | 5.0 | % | ||
Indices | 19.1 | % | ||
Interest Rates U.S. | 3.1 | % | ||
Interest Rates Non-U.S. | 8.3 | % | ||
Livestock | 2.6 | % | ||
Metals | 9.1 | % | ||
Softs | 6.4 | % |
The following presents a summary of the Partnership’s operations for the years ended December 31, 2021, 2020 and 2019, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisors trade in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisors or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisors’ trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.
The Partnership’s results of operations set forth in the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“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 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 recorded as “Net realized gains (losses) on closed contracts” 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, administrative and General Partner’s fees 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.
No forecast can be made as to the level of redemptions in any given period. A limited partner may require the Partnership to redeem its Units at the net asset value per Unit as of the end of any month on three business days’ notice to the General Partner. There is no fee charged to limited partners in connection with redemptions. Redemptions are generally funded out of the Partnership’s cash holdings. For the year ended December 31, 2021, 1,046,833.899 limited partner Units of Class A were redeemed totaling $23,024,929 and 145,102.254 General Partner Units of Class Z were redeemed totaling $1,285,094. For the year ended December 31, 2020, 871,818.455 limited partner Units of Class A were redeemed totaling $17,276,664. For the year ended December 31, 2019, 606,098.601 limited partner Units of Class A were redeemed totaling $12,313,201 and 37,107.123 General Partner Units of Class Z were redeemed totaling $320,000.
The Partnership continues to offer Units for each Class at their net asset value per Unit as of the end of each month. For the year ended December 31, 2021, there were subscriptions of 4,259,217.890 limited partner Units of Class A totaling $89,741,721, 206,904.961 General Partner Units of Class Z totaling $1,841,454 and 11,079.649 limited partner Units of Class Z totaling $99,016. For the year ended December 31, 2020, there were subscriptions of 1,155.802 limited partner Units of Class A totaling $25,000. For the year ended December 31, 2019, there were subscriptions of 3,584.803 limited partner Units of Class A totaling $75,624.
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For the year ended December 31, 2021, the net asset value per Unit for Class A increased 5.5% from $21.07 to $22.22. For the year ended December 31, 2021, the net asset value per Unit for Class Z increased 6.3% from $8.90 to $9.46. For the year ended December 31, 2020, the net asset value per Unit for Class A decreased 5.1% from $22.21 to $21.07. For the year ended December 31, 2020, the net asset value per Unit for Class Z decreased 3.7% from $9.24 to $8.90. For the year ended December 31, 2019, the net asset value per Unit for Class A increased 20.3% from $18.46 to $22.21. For the year ended December 31, 2019, the net asset value per Unit for Class Z increased 22.7% from $7.53 to $9.24.
The Partnership experienced a net trading gain of $14,499,858 before fees and expenses for the year ended December 31, 2021. Gains were primarily attributable to the Partnership’s trading of Futures Interests in the currencies, energy, grains, indices, metals and softs sectors and were partially offset by losses in the U.S. and
non-U.S.
interest rates and livestock sectors. The net trading gain (or loss) realized from the Partnership is disclosed under “Item 8.Financial Statements and Supplementary Data.
”During the first quarter of 2021, the Partnership’s most notable gains were experienced during February and March from long positions in U.S., Asian, and European equity index futures as stock prices rallied on an optimistic outlook for global economic growth. Within the agricultural sector, gains were achieved during January and February from long positions in corn and soybean futures as prices advanced on strengthening consumer demand. Within the energy sector, gains were achieved during February from long futures positions in crude oil and its refined products as prices surged on an outlook for increased global demand. Additional gains were experienced within the currency markets primarily during March from short positions in the Japanese yen versus the U.S. dollar as the relative value of the dollar advanced. The Partnership’s overall trading gains for the first quarter were partially offset by trading losses recorded during January and February from long positions in U.S., Australian, Canadian and European bond futures as interest rates moved higher, pressuring prices lower. Within the metals sector, losses were incurred during January and March from long positions in gold and silver futures as the stronger U.S. dollar reduced demand for precious metals.
During the second quarter of 2021, the Partnership’s most significant gains were achieved within the energy sector during April, May, and June from long futures positions in crude oil and its refined products, natural gas, and carbon emissions as prices surged higher amid optimism for a rebound in global economic strength. Within the global stock index markets, gains were experienced during April, May, and June from long positions in U.S. equity index futures as prices advanced on steady investor demand for risk assets. Gains within the agricultural sector were recorded during April from long positions in corn, wheat, and soybean futures. Additional gains were achieved within the metals sector during April and May from long positions in copper futures as prices moved higher amid signs of tightening global stockpiles. A portion of the Partnership’s gains for the second quarter was offset by losses incurred within the global fixed income sector during April, May, and June from short positions in U.S. and European fixed income futures as central banks signaled they would remain committed to easing policies. Further losses were experienced within the currency markets during April from short positions in the euro and Japanese yen versus the U.S. dollar as the relative value of the dollar trended lower.
During the third quarter of 2021, the Partnership’s most significant trading gains were achieved within the energy sector during September from long positions in natural gas and crude oil futures as supply chain constrictions boosted global energy prices. Within the currency markets, gains were recorded during September from short positions in the euro, Japanese yen, Australian dollar and Swiss franc versus the U.S. dollar. Within the agricultural markets, gains were experienced during August from long positions in sugar futures and during September from long positions in cotton futures as commodity prices were boosted by inflationary pressures. Smaller gains were recorded within the metals sector during July from long positions in nickel futures. The Partnership’s trading gains for the third quarter were offset by trading losses incurred within the global fixed income sector during September from long positions in European, U.S., and Australian fixed income futures as prices declined amid an expectation for central banks to begin to taper asset purchases. Further losses were recorded during September within the global stock index sector from long positions in U.S. equity index futures as concerns over the strength of the global economy weighed on stock prices.
During the fourth quarter of 2021, the Partnership’s most notable losses were incurred within the global fixed income markets during October from long positions in European and U.S. fixed income futures as bond prices fell on an outlook for global central banks to curtail easing measures to combat growing inflation. Within the energies, losses were experienced during November from long positions in crude oil and its refined products as the discovery of a new
COVID-19
variant caused energy prices to reverse dramatically lower late in the month. Additional losses were incurred within the metals during November from positions in both industrial and precious metals. A portion of the Partnership’s losses for the fourth quarter was offset by gains achieved within the global stock index markets during October and December from long positions in U.S. equity index futures as bullish momentum boosted stock prices. Within the currencies, gains were recorded during November from positions in the Australian dollar and euro. Smaller gains were achieved within the agricultural sector during October and December from long positions in corn futures as increased consumer demand pushed prices higher.27
The Partnership experienced a net trading loss of $2,351,584 before fees and expenses for the year ended December 31, 2020. Losses were primarily attributable to the Partnership’s trading of Futures Interests in the currencies, energy, indices and softs sectors and were partially offset by gains in the grains, U.S. and
non-U.S.
interest rates and metals sectors.During the first quarter of 2020, the Partnership’s most notable losses were incurred during February and March from long positions in European, U.S., and Asian equity index futures as equity prices fell at historic rates due to investor panic amid the
COVID-19
coronavirus. Additional losses were experienced within the currency markets during March from short positions in the British pound and long positions in the Mexican peso versus the U.S. dollar as the value of the dollar fluctuated. The Partnership’s overall trading losses for the first quarter were partially offset by trading gains recorded during January, February, and March from long positions in U.S. fixed income futures as U.S. bond prices rallied on safe-haven demand. Additional gains were recorded from positions in Canadian fixed income. Within the metals sector, gains were achieved during January and March from short positions in copper futures as prices declined on concerns that the worsening coronavirus outbreak would pare Chinese demand for raw materials. Smaller gains within this sector were recorded from positions in aluminum and gold futures. Within the energy sector, gains were achieved primarily during March from short positions in crude oil and refined oil products as plummeting demand caused prices to crater. Within the agricultural markets, gains were recorded during January from short positions in soybean futures as prices fell.During the second quarter of 2020, the Partnership’s most notable gains were recorded within the global stock index sector throughout the quarter from long positions in U.S., European, and Asian equity index futures as stock prices rallied amid signs of easing global quarantine conditions. Within the global interest rate sector, gains were recorded primarily during April from long positions in U.S. and European fixed income futures as prices moved higher as central banks committed to unprecedented easing measures. Within the metals sector, gains were achieved during April from long positions in gold and silver futures as precious metals prices advanced. Within the agricultural complex, gains were recorded during April and May from short positions in soybean and soymeal futures as prices declined amid favorable weather in the U.S. Midwest. A portion of the Partnership’s gains for the second quarter was offset by losses incurred within the currency sector primarily during April and June from short positions in the Australian dollar versus the U.S. dollar as the value of the Australian currency rallied. Smaller losses were experienced in the energy sector during May and June from short positions in crude oil and its refined products as prices surged, rebounding from April’s lows.
During the third quarter of 2020, the Partnership’s most notable gains were recorded within the global stock index sector during July and August from long positions in U.S. and Asian equity index futures as prices advanced amid optimism the coronavirus pandemic may come under control. Within the metals sector, gains were experienced primarily during July and August from long positions in silver and gold futures as prices neared record highs. Within the energy sector, gains were experienced primarily during September from short positions in Brent crude oil, gas oil, and heating oil as energy prices fell. A portion of the Partnership’s gains for the third quarter was offset by losses incurred within the agricultural sector throughout the quarter from short positions in wheat, soybean, and corn futures as prices rallied amid increased demand from China. Additional losses in the agricultural sector were incurred from short positions in coffee futures as prices rallied on an outlook for increased consumer demand. Smaller losses were incurred within the currency sector during September from long positions in the British pound as the value of the European currency fell amid a resurgence of coronavirus infections in the Eurozone.
During the fourth quarter of 2020, the Partnership’s most notable gains were recorded within the global stock index sector during November and December from long positions in U.S. and Asian equity index futures as positive
COVID-19
vaccine news helped move prices higher and tempered concerns about rising infection rates. Within the agricultural sector, gains were experienced primarily during November and December from long positions in soybean futures as prices rose amid reports of increased Chinese demand. Within the metals sector, gains were experienced primarily during December from long positions in gold and silver futures as precious metals prices continued to rally higher. A portion of the Partnership’s gains for the fourth quarter was offset by losses incurred within the energy sector primarily during November and December from short positions in crude oil and its related products as prices rose on the prospects of an effectiveCOVID-19
vaccine, which boosted optimism for increased demand. Within the global interest rate sector, losses were incurred primarily during November from long positions in European and U.S. fixed income futures as prices moved lower as news of a workingCOVID-19
vaccine countered worries over a resurgence of virus cases.The results of operations for the twelve months ended 2019 are discussed under “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
.” in the Partnership’s Annual Report on Form10-K
for the fiscal year ended December 31, 2019.28
The Partnership receives monthly interest on 100% of its average daily equity maintained in cash in the Partnership’s account during each month at a rate equal to 100% of the monthly average of the
4-week
U.S. Treasury bill discount rate. Prior to January 1, 2021, the Partnership received monthly interest on 100% of the average daily equity maintained in cash in the Partnership’s account during each month at a rate equal to 80% of 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 fund securities will be retained by the Partnership, as applicable. Interest income for the three and twelve months ended December 31, 2021 increased by $5,548 and decreased by $158,709, respectively, as compared to the corresponding periods in 2020. The increase in interest income was primarily due to higher average net assets during the three months ended December 31, 2021 as compared to the corresponding period in 2020. The decrease in interest income was primarily due to lower interest rates during the twelve months ended December 31, 2021 as compared to the corresponding period in 2020. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership’s accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and (3) interest rates over which none of the Partnership or MS&Co. has control.Certain clearing fees are based on the number of trades executed by the Trading Advisors for the Partnership. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees for the three and twelve months ended December 31, 2021 increased by $59,822 and $266,116, respectively, as compared to the corresponding periods in 2020. The increase in these clearing fees was primarily due to an increase in the number of trades made by the Partnership during the three and twelve months ended December 31, 2021 as compared to the corresponding periods in 2020.
Ongoing placement agent fees are calculated as a percentage of the Partnership’s Class A adjusted net assets 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 twelve months ended December 31, 2021 increased by $111,379 and $53,087, respectively, as compared to the corresponding periods in 2020. The increase was primarily due to an increase in average net assets of Class A during the three and twelve months ended December 31, 2021 as compared to the corresponding periods in 2020. As of January 1, 2021, the Partnership pays Morgan Stanley Wealth Management, or any other placement agent or
sub-placement
agent, an annualized rate equal to 0.75% with respect to Class A Units.General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership. The General Partner’s 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 and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. General Partner’s fees for the three and twelve months ended December 31, 2021 decreased by $3,764 and $186,706, respectively, as compared to the corresponding periods in 2020. The decrease was primarily due to a reduction in the General Partner fee rate during the three and twelve months ended December 31, 2021 as compared to the corresponding periods in 2020. Effective July 1, 2020, there was a reduction in the General Partner fee rate from 1/12
th
of 2.00% to 1/12th
of 1.75%. Effective January 1, 2021, the Partnership pays the General Partner a monthly administrative fee equal to 1/12th
of 0.75% (a 0.75% annual rate) of the Partnership’s net assets (plus “notional” funds, if any) as of the beginning of each month. Prior to January 1, 2021, the General Partner paid or reimbursed the Partnership for all fees and costs charged or incurred by the commodity brokers for trades executed on behalf of the Partnership, and for all ordinary administrative and offering expenses. Effective January 1, 2021, the Partnership directly pays the brokerage fees and other transaction-related fees and expenses, as incurred and also pays its ongoing administrative, operating, offering and organizational expenses (including, but not limited to, periodic legal, accounting, administrative, filing, reporting and data processing fees) and its pro rata share of such expenses of any trading company to which the Partnership has allocated assets.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 and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees for the three and twelve months ended December 31, 2021 increased by $224,956 and $948,952, respectively, as compared to the corresponding periods in 2020. The increase was primarily due to an increase in average net assets during the three and twelve months ended December 31, 2021 as compared to the corresponding periods in 2020.
Incentive fees are based on the new trading profits generated by the Trading Advisors at the end of the year as defined in the management agreements among the Partnership, the General Partner and the relevant Trading Advisor. Trading performance for the three and twelve months ended December 31, 2021 resulted in incentive fees of $81,002 and $1,258,266, respectively. To the extent that 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 and earns additional new trading profits for the Partnership.
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The Partnership pays professional fees, which generally include professional fees made up of legal and accounting expenses, as well as certain offering costs and filing, administrative, reporting and data processing fees. Professional fees for the years ended December 31, 2021 and 2020 were $537,889 and $91, respectively.
For an analysis of unrealized gains and losses by contract type and a further description of 2021 trading results, refer to the Partnership’s Annual Report to limited partners for the year ended December 31, 2021, which is included in “Item 8.
Financial Statements and Supplementary Data
.” of this Form10-K.
The Partnership’s gains and losses are allocated among its partners for income tax purposes.
Market Risk
.The Partnership is a party to financial instruments with elements of
off-balance
sheet market and credit risk. The Partnership trades futures contracts, options on futures 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. In entering into these contracts, the Partnership is subject to the market risk that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the positions held by the Partnership at the same time, and the Trading Advisors were unable to offset positions of the Partnership, the Partnership could lose all of its assets and the limited partners would realize a loss equal to 100% of their capital accounts.In addition to the Trading Advisors’ internal controls, each Trading Advisor must comply with the Partnership’s trading policies that include standards for liquidity and leverage that must be maintained. Each Trading Advisor and Ceres monitor the Partnership’s trading activities to ensure compliance with the trading policies and Ceres can require the Trading Advisors to modify positions of the Partnership if Ceres believes they violate the Partnership’s trading policies.
Credit Risk
.In addition to market risk, in entering into futures, forward and option contracts, there is a credit risk to the Partnership that the counterparty on a contract will not be able to meet its obligations to the Partnership. The ultimate counterparty or guarantor of the Partnership for futures, forward and option contracts traded in the United States, and most foreign exchanges on which the Partnership trades, is the clearinghouse associated with such exchange. In general, a clearinghouse is backed by the membership of the exchange and will act in the event of
non-performance
by one of its members or one of its member’s customers, which should significantly reduce this credit risk. There is no assurance that a clearinghouse, exchange, or other exchange member will meet its obligations to the Partnership, and Ceres and the commodity broker will not indemnify the Partnership against a default by such parties. Further, the law is unclear as to whether a commodity broker has any obligation to protect its customers from loss in the event of an exchange or clearinghouse defaulting on trades effected for the broker’s customers. In cases where the Partnership tradesoff-exchange
forward contracts with a counterparty, the sole recourse of the Partnership will be the forward contract’s counterparty.Ceres deals with these credit risks of the Partnership in several ways. First, Ceres monitors the Partnership’s credit exposure to each exchange on a daily basis. The commodity broker informs the Partnership, as with all of their customers, of the Partnership’s net margin requirements for all of its existing open positions, and Ceres has installed a system which permits it to monitor the Partnership’s potential net credit exposure, exchange by exchange, by adding the unrealized trading gains on each exchange, if any, to the Partnership’s margin liability thereon.
Second, the Partnership’s trading policies limit the amount of its net assets that can be committed at any given time to futures contracts and require a minimum amount of diversification in the Partnership’s trading, usually over several different products and exchanges. Historically, the Partnership’s exposure to any one exchange has typically amounted to only a small percentage of its total net assets and, on those relatively few occasions where the Partnership’s credit exposure climbs above such level, Ceres deals with the situation on a case by case basis, carefully weighing whether the increased level of credit exposure remains appropriate. Material changes to the trading policies may be made only with the prior written approval of the limited partners owning more than 50% of Units then outstanding.
Third, with respect toforward contract trading, the Partnership trades with only those counterparties which Ceres, together with MS&Co., has determined to be creditworthy. The Partnership presently deals with MS&Co. as the sole counterparty on all trading of foreign currency forward contracts.
non-exchange-traded
30
For additional information, see Note 4, “Financial Instruments” under “Notes to Financial Statements” in the Partnership’s Annual Report to limited partners for the year ended December 31, 2021, which is included in “Item 8.
Financial Statements and Supplementary Data
.” of this Form10-K.
Inflation has not been a major factor in the Partnership’s operations.
Critical Accounting Estimates
.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 expenses during the reporting period. As a result, actual results could differ from these estimates. A summary of the Partnership’s significant accounting policies is described in Note 2, “Basis of Presentation and Summary of Significant Account Policies” under “Notes to Financial Statements” in the Partnership’s Annual Report to limited partners for the year ended December 31, 2021, which is included in “Item 8.
Financial Statements and Supplementary Data
.” of this Form10-K.
The Partnership’s most significant accounting policy is the valuation of its investments in Futures Interests and U.S. Treasury bills, as applicable. The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of
non-exchange-traded
foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as inputs the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid prices received from independent pricing services as of the close of the last business day of the reporting period.Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
.The Partnership and Trading Company are commodity pools engaged primarily in the speculative trading of Futures Interests. The market-sensitive instruments held by the Partnership are acquired for speculative trading purposes only and, as a result, all or substantially all of the Partnership’s assets are at risk of trading loss. Unlike an operating company, the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership.
The Futures Interests on such contracts traded by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of held 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 open positions, and consequently in its 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 on
non-exchange-traded
forward currency contracts and forward currency option 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.The Partnership’s total market risk may increase or decrease as it is influenced by a wide variety of factors, including, but not limited to, the diversification among the Partnership’s open positions, the volatility present within the markets, and the liquidity of the markets.
The face value of the market sector instruments held by the Partnership is typically many times the applicable margin requirements. Margin requirements generally range between 2% and 15% of contract face value. Additionally, the use of leverage causes the face value of the market sector instruments held by the Partnership typically to be many times the total capitalization of the Partnership.
The Partnership’s past performance is no guarantee of its future results. Any attempt to numerically quantify the Partnership’s market risk is limited by the uncertainty of its speculative trading. The Partnership’s speculative trading and use of leverage may cause future losses and volatility (, “risk of ruin”) that far exceed the Partnership’s experience to date as discussed under the “Partnership’s and the Trading Company’s Value at Risk in Different Market Sectors” section and significantly exceed the Value at Risk tables disclosed.
i.e.
Limited partners will not be liable for losses exceeding the current net asset value of their investment.
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Quantifying the Partnership’s and the Trading Company’s Trading Value at Risk
The following quantitative disclosures regarding the Partnership’s/Trading Company’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.
The Partnership/Trading Company accounts for open positions on the basis of fair value accounting principles. Any loss in the market value of the Partnership’s open positions is directly reflected in the Partnership’s/Trading Company’s earnings and cash flow.
The Partnership’s/Trading Company’s 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.
Value at Risk is a measure of the maximum amount which the Partnership/Trading Company could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Trading Company’s speculative trading and the recurrence of market movements far exceeding expectations in the markets traded by the Partnership/Trading Company could result in actual trading or., “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/Trading Company’s losses in any market sector will be limited to Value at Risk or by the Partnership’s/Trading Company’s attempts to manage its market risk.
non-trading
losses far beyond the indicated Value at Risk or the Partnership’s/Trading Company’s experience to date (i.e
Exchange margin requirements have been used by the Partnership/Trading Company as the measure of its Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% - 99% of any
one-day
interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-termone-day
price fluctuation.The Partnership’s and the Trading Company’s Value at Risk in Different Market Sectors
Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. The first trading Value at Risk table reflects the market sensitive instruments held by the Partnership directly and through its investments in the Trading Company. 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 the Trading Company separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Form
10-K
for the year ended December 31, 2020.The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of December 31, 2021. As of December 31, 2021, the Partnership’s total capitalization was $136,910,662.
December 31, 2021 | ||||||||
Market Sector | Value at Risk | % of Total Capitalization | ||||||
Currencies | $ | 9,938,577 | 7.26 | % | ||||
Energy | 1,962,300 | 1.43 | ||||||
Grains | 895,075 | 0.65 | ||||||
Indices | 5,607,494 | 4.10 | ||||||
Interest Rates U.S. | 880,975 | 0.64 | ||||||
Interest Rates Non-U.S. | 1,964,317 | 1.43 | ||||||
Livestock | 107,098 | 0.08 | ||||||
Metals | 1,612,016 | 1.18 | ||||||
Softs | 1,148,256 | 0.84 | ||||||
Total | $ | 24,116,108 | 17.61 | % | ||||
32
The following tables indicate the trading Value at Risk associated with the Partnership’s/Trading Company’s open positions by market category as of December 31, 2021 and 2020, and the highest, lowest and average values during the twelve months ended December 31, 2021 and 2020, as applicable. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.
As of December 31, 2021, the Partnership’s total capitalization was $136,910,662.
December 31, 2021 | ||||||||||||||||||||
Twelve Months Ended December 31, 2021 | ||||||||||||||||||||
Market Sector | Value at Risk | % of Total Capitalization | High Value at Risk | Low Value at Risk | Average Value at Risk* | |||||||||||||||
Currencies | $ | 8,317,348 | 6.08 | % | $ | 13,635,401 | $ | 4,566,053 | $ | 8,999,297 | ||||||||||
Energy | 1,593,108 | 1.16 | 2,835,997 | 626,844 | 1,922,632 | |||||||||||||||
Grains | 665,748 | 0.49 | 1,484,057 | 432,300 | 834,033 | |||||||||||||||
Indices | 4,644,663 | 3.39 | 8,845,039 | 3,501,465 | 5,836,564 | |||||||||||||||
Interest Rates U.S. | 771,654 | 0.56 | 2,046,828 | 321,052 | 933,536 | |||||||||||||||
Interest Rates Non-U.S. | 1,713,543 | 1.25 | 4,518,263 | 1,198,940 | 2,403,480 | |||||||||||||||
Livestock | 39,970 | 0.03 | 172,920 | - | 56,817 | |||||||||||||||
Metals | 1,196,578 | 0.88 | 2,352,311 | 750,206 | 1,413,570 | |||||||||||||||
Softs | 807,669 | 0.59 | 1,163,097 | 145,390 | 675,120 | |||||||||||||||
Total | $ | 19,750,281 | 14.43 | % | ||||||||||||||||
* Annual average of daily Values at Risk.
As of December 31, 2020, the Partnership’s total capitalization was $61,449,558.
December 31, 2020 | ||||||||||||||||||||
Twelve Months Ended December 31, 2020 | ||||||||||||||||||||
Market Sector | Value at Risk | % of Total Capitalization | High Value at Risk | Low Value at Risk | Average Value at Risk* | |||||||||||||||
Currencies | $ | 4,585,900 | 7.46 | % | $ | 8,589,160 | $ | 1,988,196 | $ | 4,818,773 | ||||||||||
Energy | 626,844 | 1.02 | 2,552,997 | 413,031 | 1,220,747 | |||||||||||||||
Grains | 432,300 | 0.70 | 532,703 | 167,620 | 347,194 | |||||||||||||||
Indices | 5,876,214 | 9.56 | 7,450,314 | 1,787,744 | 4,425,043 | |||||||||||||||
Interest Rates U.S. | 321,052 | 0.52 | 2,183,794 | 91,439 | 821,051 | |||||||||||||||
Interest Rates Non-U.S. | 1,288,553 | 2.10 | 2,591,197 | 406,577 | 1,573,416 | |||||||||||||||
Metals | 1,509,872 | 2.46 | 2,390,942 | 760,459 | 1,330,807 | |||||||||||||||
Softs | 145,390 | 0.24 | 395,332 | 54,260 | 183,497 | |||||||||||||||
Total | $ | 14,786,125 | 24.06 | % | ||||||||||||||||
* Annual average of daily Values at Risk.
33
As of December 31, 2021, the Trading Company’s total capitalization was $41,317,749 and the Partnership owned 100% of the Trading Company. The Partnership invests a portion of its assets in the Trading Company. The Trading Company’s Value at Risk as of December 31, 2021 was as follows:
December 31, 2021 | ||||||||||||||||||||
Twelve Months Ended December 31, 2021 | ||||||||||||||||||||
Market Sector | Value at Risk | % of Total Capitalization | High Value at Risk | Low Value at Risk | Average Value at Risk* | |||||||||||||||
Currencies | $ | 1,621,229 | 3.92 | % | $ | 3,262,014 | $ | 1,100,239 | $ | 1,624,292 | ||||||||||
Energy | 369,192 | 0.89 | 887,874 | 206,987 | 605,441 | |||||||||||||||
Grains | 229,327 | 0.56 | 559,815 | 74,101 | 239,339 | |||||||||||||||
Indices | 962,831 | 2.33 | 1,386,812 | 657,048 | 921,128 | |||||||||||||||
Interest Rates U.S. | 109,321 | 0.27 | 323,621 | 18,802 | 152,556 | |||||||||||||||
Interest Rates Non-U.S. | 250,774 | 0.61 | 887,489 | 172,632 | 402,042 | |||||||||||||||
Livestock | 67,128 | 0.16 | 189,970 | 38,473 | 123,981 | |||||||||||||||
Metals | 415,438 | 1.01 | 735,993 | 297,131 | 441,668 | |||||||||||||||
Softs | 340,587 | 0.82 | 517,670 | 182,078 | 308,123 | |||||||||||||||
Total | $ | 4,365,827 | 10.57 | % | ||||||||||||||||
* Annual average of daily Values at Risk.
Limitations on Value at Risk as an Assessment of Market Risk
Value at Risk models permit estimation of a portfolio’s aggregate market risk exposure, incorporating a range of varied market risks, reflect risk reduction due to portfolio diversification or hedging activities, and can cover a wide range of portfolio assets. However, Value at Risk measures should be viewed in light of the methodology’s limitations, which include, but may not be limited to, the following:
• | past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements; |
• | changes in portfolio value caused by market movements may differ from those of the Value at Risk model; |
• | Value at Risk results reflect past market fluctuations applied to current trading positions while future risk depends on future positions; |
• | Value at Risk using a one-day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and |
• | the historical market risk factor data used for Value at Risk estimation may provide only limited insight into losses that could be incurred under certain unusual market movements. |
34
Non-Trading
RiskThe Partnership has
non-trading
market risk on its foreign cash balances not needed for margin. These balances and any market risk they may represent are immaterial.A decline in short-term interest rates would result in a decline in the Partnership’s cash management income. This cash flow risk is not considered to be material.
Materiality, as used throughout this section, is based on an assessment of reasonably possible market movements and any associated potential losses, taking into account the leverage, optionality and multiplier features of the Partnership’s market-sensitive instruments, in relation to the Partnership’s net assets.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership’s market risk exposures – except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures – constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Partnership’s primary market risk exposures, as well as the strategies used and to be used by Ceres and the Trading Advisors for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses, as well as in material changes to the risk exposures and the risk management strategies of the Partnership. Investors must be prepared to lose all or substantially all of their investment in the Partnership.
The Trading Advisors, in general, tend to utilize trading system(s) to take positions when market opportunities develop, and Ceres anticipates that the Trading Advisors will continue to do so.
The following were the primary trading risk exposures of the Partnership as of December 31, 2021, by market sector. It may be anticipated, however, that these market exposures will vary materially over time.
Stock Indices
. The Partnership’s primary equity exposure is to equity price risk in the G20 countries. The stock index futures traded by the Partnership are limited to futures on broadly based indices. As of December 31, 2021, the Partnership’s primary exposures were in the S&P 500 (U.S.), Hang Seng (Hong Kong), Dow Jones Euro STOXX 50 (European Union), NASDAQ 100 (U.S.), FTSE 100 (United Kingdom), Dow Jones 30 Industrial (U.S.), SPI 200 (Australia), CAC 40 (French), and TOPIX (Japan) stock indices. Overall, the Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European, and Pacific Rim indices. (Static markets would not cause major market changes but would make it difficult for the Partnership to avoid being “whipsawed” into numerous small losses.)Interest Rates
. Interest rate movements directly affect the price of the futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries can materially affect the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and other G8 countries. However, the Partnership may also take futures positions on the government debt of smaller economies – e.g., Australia and New Zealand.Currencies
. The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations that disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes, as well as political and general economic conditions. The General Partner does not anticipate that the risk profile of the Partnership’s currency sector will change significantly in the future.Commodities
:Energy
. The Partnership’s primary energy market exposure is to oil and natural gas price movements, often resulting from political developments in the Middle East, weather conditions, and other factors contributing to supply and demand. Energy prices can be volatile and substantial profits and losses have been experienced and are expected to continue in this market.35
Metals
. The Partnership’s primary metals exposure as of December 31, 2021 was to fluctuations in the price of silver, aluminum, copper, nickel and zinc.Softs
. The Partnership’s trading risk exposure in soft commodities is primarily to agricultural-related price movements, which are often directly affected by severe or unexpected weather conditions. Cotton, coffee, sugar and cocoa accounted for the majority of the Partnership’s soft commodity exposure as of December 31, 2021.Grains
. The Partnership’s trading risk exposure in grains is primarily to agricultural-related price movements, which are often directly affected by severe or unexpected weather conditions. The soybean complex, corn and wheat accounted for the Partnership’s primary grain exposure as of December 31, 2021.Livestock
. The Partnership’s primary risk exposure in livestock is to fluctuations in cattle and hog prices.Qualitative Disclosures Regarding
Non-Trading
Risk ExposureThe following was the only
non-trading
risk exposure of the Partnership as of December 31, 2021.Foreign Currency Balances
. The Partnership may hold various foreign currency balances. The Trading Advisors regularly convert foreign currency balances to U.S. dollars in an attempt to control the Partnership’snon-trading
risk.Qualitative Disclosures Regarding Means of Managing Risk Exposure
Ceres monitors and attempts to mitigate the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership may be subject. These monitoring systems generally allow Ceres to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.
Ceres monitors the Partnership’s performance and the concentration of open positions, and consults with the Trading Advisors concerning the Partnership’s overall risk profile. If Ceres felt it necessary to do so, Ceres could require the Trading Advisors to close out positions as well as enter positions traded on behalf of the Partnership. However, any such intervention would be a highly unusual event. Ceres primarily relies on the Trading Advisors’ own risk control policies while maintaining a general supervisory overview of the Partnership’s market risk exposures.
The Trading Advisors apply their own risk management policies to their trading. The Trading Advisors often follow diversification guidelines, margin limits and stop loss points to exit a position. The Trading Advisors’ research of risk management often suggests ongoing modifications to their trading programs.
As part of Ceres’s risk management, Ceres periodically meets with the Trading Advisors to discuss their risk management and to look for any material changes to the Trading Advisors’ portfolio balance and trading techniques. The Trading Advisors are required to notify Ceres of any material changes to their programs.
36
Item 8.
Financial Statements and Supplementary Data
.CERES CLASSIC L.P.
The following financial statements and related items of the Partnership are filed under this Item 8: Oath or Affirmation, Management’s Report on Internal Control over Financial Reporting, Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) for the years ended December 31, 2021, 2020 and 2019; Statements of Financial Condition at December 31, 2021 and 2020; Condensed Schedules of Investments at December 31, 2021 and 2020; Statements of Income and Expenses for the years ended December 31, 2021, 2020 and 2019; Statements of Changes in Partners’ Capital for the years ended December 31, 2021, 2020 and 2019; and Notes to Financial Statements. Additional financial information has been filed as Exhibits to this Form
10-K.
37
To the Limited Partners of
Ceres Classic L.P.
To the best of the knowledge and belief of the undersigned, the information contained herein is accurate and complete.
/s/ Patrick T. Egan | ||
By: | Patrick T. Egan | |
President and Director | ||
Ceres Managed Futures LLC General Partner, | ||
Ceres Classic L.P. | ||
Ceres Managed Futures LLC | ||
522 Fifth Avenue | ||
New York, NY 10036 (855) 672-4468 |
38
Management’s Report on Internal Control Over
Financial Reporting
Ceres Managed Futures LLC (“Ceres”) is the general partner of Ceres Classic L.P. (the “Partnership”) and is responsible for the management of the Partnership.
Management of the Partnership, Ceres (“Management”), is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a–15(f) and 15d–15(f) under the Securities Exchange Act of 1934, as amended, and for the assessment of internal control over financial reporting. The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Partnership’s internal control over financial reporting includes those policies and procedures that:
(i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; |
(ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of Management and the directors of Ceres; and |
(iii) | 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. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2021. In making this assessment, Management used the criteria set forth in the issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, Management concluded that the Partnership maintained effective internal control over financial reporting as of December 31, 2021, based on the criteria referred to above.
Internal Control-Integrated Framework (2013)
/s/ Patrick T. Egan | /s/ Steven Ross | |||
Patrick T. Egan | Steven Ross | |||
President and Director | Chief Financial Officer and Director | |||
Ceres Managed Futures LLC General Partner, | Ceres Managed Futures LLC General Partner, | |||
Ceres Classic L.P. | Ceres Classic L.P. |
39
Report of Independent Registered Public Accounting Firm
To the Partners of Ceres Classic L.P.,
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of Ceres Classic L.P. (the “Partnership”), including the condensed schedules of investments, as of December 31, 2021 and 2020, the related statements of income and expenses, and changes in partners’ capital for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2021 and 2020, and the results of its operations and changes in its partners’ capital for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021 and 2020, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.
/s/ Ernst & Young LLP
We have served as the auditor of the Partnership since 2017.
Boston, MA
March 18, 2022
40
Ceres Classic L.P.
Statements of Financial Condition
December 31, 2021 and 2020
December 31, 2021 | December 31, 2020 | |||||||
Assets: | ||||||||
Investment in the Trading Company (1) , at fair value (Note 7) | $ | 41,318,675 | $ | - | ||||
Redemptions receivable from the Trading Company | 114,506 | - | ||||||
Equity in trading account: | ||||||||
Unrestricted cash (Note 2f) | 77,949,156 | 44,958,423 | ||||||
Restricted cash (Note 2f) | 19,943,752 | 15,232,825 | ||||||
Net unrealized appreciation on open futures contracts | 729,070 | 3,773,179 | ||||||
Net unrealized appreciation on open forward contracts | - | 608,548 | ||||||
Total equity in trading account | 98,621,978 | 64,572,975 | ||||||
Expense reimbursement receivable | - | 9,406 | ||||||
Interest receivable (Note 2i) | 2,625 | 2,380 | ||||||
Total assets | $ | 140,057,784 | $ | 64,584,761 | ||||
Liabilities and Partners’ Capital: | ||||||||
Liabilities: | ||||||||
Net unrealized depreciation on open forward contracts | $ | 421,170 | $ | - | ||||
Accrued expenses: | ||||||||
Administrative and General Partner’s fees (Note 2j) | 85,905 | 89,047 | ||||||
Management fees (Note 3) | 133,980 | 68,694 | ||||||
Incentive fees (Note 3) | 81,002 | - | ||||||
Professional fees | 139,228 | - | ||||||
Redemptions payable to General Partner (Notes 2o and 2p) | 200,000 | - | ||||||
Redemptions payable to Limited Partners (Notes 2o and 2p) | 2,085,837 | 2,977,462 | ||||||
Total liabilities | 3,147,122 | 3,135,203 | ||||||
Partners’ Capital: | ||||||||
General Partner, Class Z, 163,339.585 and 101,536.878 Units outstanding at December 31, 2021 and 2020, respectively | �� | 1,545,437 | 904,065 | |||||
Limited Partners, Class A, 6,086,081.989 and 2,873,697.998 Units outstanding at December 31, 2021 and 2020, respectively | 135,260,404 | 60,545,493 | ||||||
Limited Partners, Class Z, 11,079.649 and 0.000 Units outstanding at December 31, 2021 and 2020, respectively | 104,821 | - | ||||||
Total partners’ capital (net asset value) | 136,910,662 | 61,449,558 | ||||||
Total liabilities and partners’ capital | $ | 140,057,784 | $ | 64,584,761 | ||||
Net asset value per Unit: | ||||||||
Class A | $ | 22.22 | $ | 21.07 | ||||
Class Z | $ | 9.46 | $ | 8.90 | ||||
(1) | Defined in Note 1. |
See accompanying notes to financial statements.
41
Ceres Classic L.P.
Condensed Schedule of Investments
December 31, 2021
Notional ($)/ Number of Contracts | Fair Value | % of Partners’ Capital | ||||||||||
Futures Contracts Purchased | ||||||||||||
Currencies | 88 | $ | (30,119) | (0.02) | % | |||||||
Energy | 243 | 599,385 | 0.44 | |||||||||
Grains | 353 | 56,336 | 0.04 | |||||||||
Indices | 308 | 601,764 | 0.44 | |||||||||
Interest Rates U.S. | 354 | 13,617 | 0.01 | |||||||||
Interest Rates Non-U.S. | 777 | (417,936) | (0.31) | |||||||||
Livestock | 18 | 16,250 | 0.01 | |||||||||
Metals | 15 | 11,287 | 0.01 | |||||||||
Softs | 178 | 44,914 | 0.03 | |||||||||
Total futures contracts purchased | 895,498 | 0.65 | ||||||||||
Futures Contracts Sold | ||||||||||||
Currencies | 166 | (135,560) | (0.10) | |||||||||
Energy | 10 | (47,947) | (0.03) | |||||||||
Grains | 37 | 63,863 | 0.05 | |||||||||
Indices | 226 | (434,419) | (0.32) | |||||||||
Interest Rates U.S. | 177 | 2,047 | 0.00 | * | ||||||||
Interest Rates Non-U.S. | 875 | 487,345 | 0.36 | |||||||||
Livestock | 5 | (4,670) | (0.00) | * | ||||||||
Metals | 53 | (103,026) | (0.08) | |||||||||
Softs | 62 | 5,939 | 0.00 | * | ||||||||
Total futures contracts sold | (166,428) | (0.12) | ||||||||||
Net unrealized appreciation on open futures contracts | $ | 729,070 | 0.53 | % | ||||||||
Unrealized Appreciation on Open Forward Contracts | ||||||||||||
Currencies | $ | 167,807,766 | $ | 1,744,966 | 1.27 | % | ||||||
Metals | 172 | 822,726 | 0.60 | |||||||||
Total unrealized appreciation on open forward contracts | 2,567,692 | 1.87 | ||||||||||
Unrealized Depreciation on Open Forward Contracts | ||||||||||||
Currencies | $ | 198,478,850 | (2,224,046) | (1.62) | ||||||||
Metals | 150 | (764,816) | (0.56) | |||||||||
Total unrealized depreciation on open forward contracts | (2,988,862) | (2.18) | ||||||||||
Net unrealized depreciation on open forward contracts | $ | (421,170) | (0.31) | % | ||||||||
Investment in the Trading Company | ||||||||||||
CMF Winton Master L.P. | $ | 41,318,675 | 30.18 | % | ||||||||
* | Due to rounding. |
See accompanying notes to financial statements.
42
Ceres Classic L.P.
Condensed Schedule of Investments
December 31, 2020
Notional ($)/ Number of Contracts | Fair Value | % of Partners’ Capital | ||||||||||
Futures Contracts Purchased | ||||||||||||
Currencies | 5 | $ | 3,505 | 0.01 | % | |||||||
Energy | 42 | 16,480 | 0.03 | |||||||||
Grains | 292 | 1,365,431 | 2.22 | |||||||||
Indices | 570 | 1,527,501 | 2.49 | |||||||||
Interest Rates U.S. | 314 | (27,131) | (0.05) | |||||||||
Interest Rates Non-U.S. | 1,330 | 207,805 | 0.34 | |||||||||
Metals | 85 | 578,642 | 0.94 | |||||||||
Softs | 89 | 74,260 | 0.12 | |||||||||
Total futures contracts purchased | 3,746,493 | 6.10 | ||||||||||
Futures Contracts Sold | ||||||||||||
Currencies | 29 | 16,319 | 0.03 | |||||||||
Energy | 186 | (19,896) | (0.03) | |||||||||
Indices | 67 | 40,340 | 0.06 | |||||||||
Interest Rates U.S. | 145 | (41,711) | (0.07) | |||||||||
Interest Rates Non-U.S. | 225 | 31,285 | 0.05 | |||||||||
Softs | 3 | 349 | 0.00 | * | ||||||||
Total futures contracts sold | 26,686 | 0.04 | ||||||||||
Net unrealized appreciation on open futures contracts | $ | 3,773,179 | 6.14 | % | ||||||||
Unrealized Appreciation on Open Forward Contracts | ||||||||||||
Currencies | $ | 79,799,689 | $ | 546,367 | 0.89 | % | ||||||
Metals | 74 | 927,155 | 1.51 | |||||||||
Total unrealized appreciation on open forward contracts | 1,473,522 | 2.40 | ||||||||||
Unrealized Depreciation on Open Forward Contracts | ||||||||||||
Currencies | $ | 60,084,486 | (763,174) | (1.24) | ||||||||
Metals | 38 | (101,800) | (0.17) | |||||||||
Total unrealized depreciation on open forward contracts | (864,974) | (1.41) | ||||||||||
Net unrealized appreciation on open forward contracts | $ | 608,548 | 0.99 | % | ||||||||
* | Due to rounding. |
See accompanying notes to financial statements.
43
Ceres Classic L.P.
Statements of Income and Expenses
For the Years Ended December 31, 2021, 2020 and 2019
2021 | 2020 | 2019 | ||||||||||
Investment Income: | ||||||||||||
Interest income (Note 2i) | $ | 34,382 | $ | 205,700 | $ | 1,243,920 | ||||||
Interest income allocated from the Trading Company (Note 2i) | 12,609 | - | 0 | |||||||||
Total investment income | 46,991 | 205,700 | 1,243,920 | |||||||||
Expenses: | ||||||||||||
Expenses allocated from the Trading Company | 181,956 | - | - | |||||||||
Clearing fees | 404,743 | 138,627 | 199,000 | |||||||||
Administrative and General Partner’s fees (Note 2j) | 1,106,620 | 1,293,326 | 1,680,915 | |||||||||
Ongoing placement agent fees (Note 2k) | 1,092,132 | 1,039,045 | 1,661,523 | |||||||||
Management fees (Note 3) | 1,876,307 | 927,355 | 1,161,716 | |||||||||
Incentive fees (Note 3) | 1,258,266 | - | - | |||||||||
Professional fees | 537,889 | 91 | 17,591 | |||||||||
Total expenses | 6,457,913 | 3,398,444 | 4,720,745 | |||||||||
Expenses reimbursed by the General Partner | 0 | (138,718 | ) | (216,591 | ) | |||||||
Net expenses | 6,457,913 | 3,259,726 | 4,504,154 | |||||||||
Net investment loss | (6,410,922 | ) | (3,054,026 | ) | (3,260,234 | ) | ||||||
Trading Results: | ||||||||||||
Net gains (losses) on trading of commodity interests: | ||||||||||||
Net realized gains (losses) on closed contracts | 13,614,870 | (8,587,761 | ) | 19,166,338 | ||||||||
Net realized gains (losses) on closed contracts allocated | ||||||||||||
from the Trading Company | 7,151,945 | - | - | |||||||||
Net change in unrealized gains (losses) on open contracts | (4,073,094 | ) | 6,236,177 | (521,383 | ) | |||||||
Net change in unrealized gains (losses) on open contracts allocated from the Trading Company | (2,193,863 | ) | - | - | ||||||||
Total trading results | 14,499,858 | (2,351,584 | ) | 18,644,955 | ||||||||
Net income (loss) | $ | 8,088,936 | $ | (5,405,610 | ) | $ | 15,384,721 | |||||
Net income (loss) per Unit (Note 8)*: | ||||||||||||
Class A | $ | 1.15 | $ | (1.14 | ) | $ | 3.75 | |||||
Class Z | $ | 0.56 | $ | (0.34 | ) | $ | 1.71 | |||||
Weighted average Units outstanding: | ||||||||||||
Class A | 6,578,607.865 | 3,411,677.656 | 3,997,784.932 | |||||||||
Class Z | 206,191.102 | 101,536.878 | 114,296.697 | |||||||||
* | Represents the change in net asset value per Unit. |
44
Ceres Classic L.P.
Statements of Changes in Partners’ Capital
For the Years Ended December 31, 2021, 2020 and 2019
Class A | Class Z | Total | ||||||||||||||||||||||
Amount | Units | Amount | Units | Amount | Units | |||||||||||||||||||
Partners’ Capital, December 31, 2018 | $ | 80,235,186 | 4,346,874.449 | $ | 1,044,502 | 138,644.001 | $ | 81,279,688 | 4,485,518.450 | |||||||||||||||
Subscriptions - Limited Partners | 75,624 | 3,584.803 | - | - | 75,624 | 3,584.803 | ||||||||||||||||||
Redemptions - General Partner | - | - | (320,000 | ) | (37,107.123 | ) | (320,000 | ) | (37,107.123 | ) | ||||||||||||||
Redemptions - Limited Partners | (12,313,201 | ) | (606,098.601 | ) | - | - | (12,313,201 | ) | (606,098.601 | ) | ||||||||||||||
Net income (loss) | 15,170,516 | - | 214,205 | - | 15,384,721 | - | ||||||||||||||||||
Partners’ Capital, December 31, 2019 | 83,168,125 | 3,744,360.651 | 938,707 | 101,536.878 | 84,106,832 | 3,845,897.529 | ||||||||||||||||||
Subscriptions - Limited Partners | 25,000 | 1,155.802 | - | - | 25,000 | 1,155.802 | ||||||||||||||||||
Redemptions - Limited Partners | (17,276,664 | ) | (871,818.455 | ) | - | - | (17,276,664 | ) | (871,818.455 | ) | ||||||||||||||
Net income (loss) | (5,370,968 | ) | - | (34,642 | ) | - | (5,405,610 | ) | - | |||||||||||||||
Partners’ Capital, December 31, 2020 | 60,545,493 | 2,873,697.998 | 904,065 | 101,536.878 | 61,449,558 | 2,975,234.876 | ||||||||||||||||||
Subscriptions - General Partner | - | - | 1,841,454 | 206,904.961 | 1,841,454 | 206,904.961 | ||||||||||||||||||
Subscriptions - Limited Partners | 89,741,721 | 4,259,217.890 | 99,016 | 11,079.649 | 89,840,737 | 4,270,297.539 | ||||||||||||||||||
Redemptions - General Partner | - | - | (1,285,094 | ) | (145,102.254 | ) | (1,285,094 | ) | (145,102.254 | ) | ||||||||||||||
Redemptions - Limited Partners | (23,024,929 | ) | (1,046,833.899 | ) | - | - | (23,024,929 | ) | (1,046,833.899 | ) | ||||||||||||||
Net income (loss) | 7,998,119 | - | 90,817 | - | 8,088,936 | - | ||||||||||||||||||
Partners’ Capital, December 31, 2021 | $ | 135,260,404 | 6,086,081.989 | $ | 1,650,258 | 174,419.234 | $ | 136,910,662 | 6,260,501.223 | |||||||||||||||
See accompanying notes to financial statements.
45
Ceres Classic L.P.
Notes to Financial Statements
1. | Organization: |
Ceres Classic L.P. (the “Partnership”) is a Delaware limited partnership organized in 1998 to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, 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 4, “Financial Instruments”). 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. The General Partner is a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses. Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”). This entity currently acts as the placement agent (the “Placement Agent”) for the Partnership. Morgan Stanley Wealth Management is a principal subsidiary of MSD Holdings.
As of December 31, 2021, all trading decisions were made for the Partnership by Graham Capital Management, L.P. (“Graham”), Winton Capital Management Limited (“WCM”), EMC Capital Advisors, LLC (“EMC”) and Campbell & Company, LP (“Campbell”), as the commodity trading advisors to the Partnership (each, a “Trading Advisor” and collectively, the “Trading Advisors”). Each Trading Advisor is allocated a portion of the Partnership’s assets to manage. Prior to January 1, 2021, Graham was the sole trading advisor to the Partnership, and managed the assets of the Partnership pursuant to its
K4D-15V
Program, Graham’s proprietary, trend-following trading program. Ceres is responsible for selecting additional commodity trading advisors from time to time and for replacing Trading Advisors as it deems necessary. Trading advisors can be added, removed, or replaced at any time by Ceres, or Ceres may determine to adjust the allocation of assets to each Trading Advisor, without the consent of, or advance notice to, the limited partners.As of January 1, 2021, the Partnership invested a portion of its assets in CMF Winton Master L.P., organized in New York as a limited partnership (“CMF Winton” or the “Trading Company”). The Partnership and any other feeder fund investing in the Trading Company constitute the limited partners of the Trading Company. The Trading Company is managed by Ceres Managed Futures LLC. CMF Winton has a single account with WCM. The Trading Company may and will, among other things, trade, buy, sell, spread, or otherwise acquire, hold, or dispose of Futures Interests.
During the periods covered by this report, the Partnership’s commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. MS&Co. also acts as the counterparty on all trading of foreign currency forward contracts. MS&Co. is a wholly-owned subsidiary of Morgan Stanley. As of January 1, 2021, JPMorgan Chase Bank, N.A. (“JPM”) acts as prime broker in connection with foreign exchange forward and swap transactions for the Trading Company.
Effective October 2, 2020, the Partnership changed its name from Managed Futures Premier Graham L.P. to Ceres Classic L.P.
As of December 31, 2021, units of limited partnership interest (“Unit(s)”) of the Partnership are being offered in two share classes (each, a “Class” or collectively, the “Classes”). A Limited Partner will initially receive Class A Units in the Partnership, provided, that certain investors (other than ERISA/IRA investors) who subscribe for Units on a consulting basis, the General Partner, and certain employees of Morgan Stanley and/or its subsidiaries (and their family members) may be designated to hold Class Z Units. The Partnership previously offered Units in Class D; however, no Limited Partners hold Class D Units as of December 31, 2021, and Class D Units are no longer offered.
46
Ceres Classic L.P.
Notes to Financial Statements
Each of Class A and Z Units of the Partnership have the same investment exposure and rights except for the amount of the ongoing placement agent fee charged to each Class of Units; Class Z Units are not subject to an ongoing placement agent fee.
The General Partner may, at its discretion, offer additional Classes of Units as described in the private placement memorandum of the Partnership, as amended from time to time (the “Memorandum”).
Ceres is required to maintain a 1% minimum interest in the equity of the Partnership and income (losses) are shared by Ceres and the limited partners based on their proportional ownership interest.
The Trading Company has entered into a foreign exchange brokerage account agreement and a futures brokerage account agreement with MS&Co. The Partnership has also entered into a futures brokerage account agreement with MS&Co. Pursuant to these agreements, the Partnership, directly or indirectly through its investment in the Trading Company, 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”).The Partnership has also entered into a selling agreement with Morgan Stanley Wealth Management (as amended, the “Selling Agreement”). Pursuant to the Selling Agreement, Morgan Stanley Wealth Management is paid a monthly ongoing selling agent fee at the rates described below. The ongoing selling agent fee received by Morgan Stanley Wealth Management is shared with the properly registered/exempted financial advisors of Morgan Stanley Wealth Management who sell Class A Units.
The Trading Company entered into certain agreements with JPMorgan in connection with trading in forward foreign currency contracts on behalf of the Trading Company and, indirectly, the Partnership. These agreements include 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. Under the FX Agreement, JPMorgan charges a fee on the aggregate foreign currency transactions entered into on behalf of the Trading Company during a month.
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.
47
Ceres Classic L.P.
Notes to Financial Statements
2. | Basis of Presentation and Summary of Significant Accounting Policies: |
a. | Use of Estimates. |
b. | Profit Allocation. |
c. | Statement of Cash Flows. “Statement of Cash Flows.” |
d. | Partnership’s Investment in the Trading Company. |
e. | Partnership’s Investments. first-in, first-out method. Net unrealized gains or losses on open contracts are included as a component of equity in trading account in the Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Statements of Income and Expenses. The Partnership does not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in total trading results in the Statements of Income and Expenses. |
f. | Partnership’s Cash. |
g. | Foreign Currency Transactions and Translation. |
48
Ceres Classic L.P.
Notes to Financial Statements
h. | Income Taxes. “Income Taxes,” “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 Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Partnership’s Statements of Income and Expenses in the years in which the position is claimed or expected to be claimed. The General Partner has concluded that there are 0significant 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 2018 through 2021 tax years remain subject to examination by U.S. federal and most state tax authorities. |
i. | Revenue Recognition. 4-week U.S. Treasury bill discount rate. As of January 1, 2021, the Partnership will receive monthly interest on 100% of the average daily equity maintained in cash in the Partnership’s account during each month at a rate equal to 100% of the monthly average of the4-week U.S. Treasury bill discount rate. MS&Co. and Ceres retain any interest earned on such uninvested cash in excess of the interest paid to the Partnership. For purposes of these interest credits, daily funds do not include monies due to the Partnership on or with respect to futures, forward, or option contracts that have not been received. |
j. | General Partner’s Fee. th of 0.75% (a 0.75% annual rate) of the Partnership’s net assets (plus “notional” funds, if any) as of the beginning of each month, as described in the Partnership’s Memorandum. From July 1, 2020 to December 31, 2020, the Partnership paid the General Partner a monthly administrative and General Partner’s fee equal to 1/12th of 1.75% (1.75% annual rate) of the Partnership’s net assets (plus “notional” funds, if any) as of the first day of each month. Prior to July 1, 2020, the Partnership paid the General Partner a monthly administrative and General Partner’s fee equal to 1/12th of 2% (2% annual rate) of the Partnership’s net assets (plus “notional” funds, if any) as of the first day of each month. Prior to January 1, 2021, the General Partner then paid or reimbursed the Partnership for all fees and costs charged or incurred by the commodity brokers for trades executed on behalf of the Partnership, and for all ordinary administrative and offering expenses. |
Effective January 1, 2021, the Partnership directly pays the brokerage fees and other transaction-related fees and expenses, as incurred and also pays its ongoing administrative, operating, offering and organizational expenses (including, but not limited to, periodic legal, accounting, administrative, filing, reporting and data processing fees) and its pro rata share of such expenses of any trading company to which the Partnership has allocated assets.
49
Ceres Classic L.P.
Notes to Financial Statements
k. | Placement Agent Fees. sub-placement agent, an annualized rate equal to 0.75% with respect to Class A Units. |
From July 1, 2020 to December 31, 2020, the Partnership paid Morgan Stanley Wealth Management, or any other placement agent or
sub-placement
agent, an annualized rate equal to 1.00% with respect to Class A Units. Prior to July 1, 2020, the Partnership paid Morgan Stanley Wealth Management, or any other placement agent orsub-placement
agent, an annualized rate equal to 2.00% with respect to Class A Units. The Placement Agent pays a portion of the ongoing placement agent fees it receives from the Partnership to the Morgan Stanley Financial Advisor or Private Wealth Advisor responsible for selling the Units to the relevant limited partners. Certain limited partners (other than ERISA/IRA investors) may be deemed to hold Class Z Units. Class Z Units are not subject to ongoing placement agent fees.As of November 1, 2018, the Partnership entered into an alternative investment placement agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. (“MSDI”), and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a
non-exclusive
selling agent andsub-selling
agent, respectively, of the Partnership for the purpose of finding eligible investors for units of limited partnership interest (“Unit(s)”) through offerings that are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Units of the Partnership, who had acquired such Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2022 unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days’ prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional one year periods. Pursuant to the Harbor Selling Agreement, effective as of January 1, 2021, the Partnership pays Harbor an ongoing placement agent fee equal to 1/12th
of 0.75% (a 0.75% annual rate) of the net asset value per Unit for certain holders of Class A Units in the Partnership, as set forth in the Harbor Selling Agreement. From July 1, 2020 to December 31, 2020, the Partnership paid Harbor an ongoing placement agent fee equal to 1/12th
of 1.00% (a 1.00% annual rate) of the net asset value per Unit for certain holders of Class A Units in the Partnership, as set forth in the Harbor Selling Agreement. Prior to July 1, 2020, the Partnership paid Harbor an ongoing placement agent fee equal to 1/12th
of 2.00% (a 2.00% annual rate) of the net asset value per Unit for certain holders for Class A Units in the Partnership, as set forth in the Harbor Selling Agreement.l. | Continuing Offering. |
50
Ceres Classic L.P.
Notes to Financial Statements
No selling commissions or charges related to the initial offering of Units are paid by the limited partners or the Partnership. MS&Co. pays all such costs.
m. | Equity in Trading Account. |
The Partnership, in its normal course of business, enters into various contracts with MS&Co. acting as its commodity broker. Pursuant to the brokerage agreement with MS&Co., to the extent that such trading results in unrealized gains or losses, these amounts are offset for the Partnership and are reported on a net basis in the Statements of Financial Condition.
The Partnership has offset its unrealized gains or losses executed with the same counterparty as allowable under the terms of its master netting agreement with MS&Co., the counterparty on such contracts. The Partnership has consistently applied its right to offset.
n. | Investment Company Status. 2013-08, “Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements,” |
o. | Redemptions. |
p. | Exchanges. |
q. | Distributions. pro-rata basis at the sole discretion of Ceres. No distributions have been made to date. Ceres does not intend to make any distributions of the Partnership’s profits. |
r. | Dissolution of the Partnership. |
s. | Net Income (Loss) per Unit. “Financial Services – Investment Companies.” |
51
Ceres Classic L.P.
Notes to Financial Statements
3. | Trading Advisors: |
Ceres, on behalf of the Partnership, has retained Graham Capital Management L.P. (“Graham”) to make all trading decisions for the Partnership, provided that, as of January 1, 2021, Ceres has retained Graham, Winton Capital Management Limited (“WCM”), EMC Capital Advisors, LLC (“EMC”) and Campbell & Company, LP (“Campbell”) as the commodity trading advisors to the Partnership (each, a “Trading Advisor” and collectively, the “Trading Advisors”). Ceres is responsible for selecting additional commodity trading advisors from time to time and for replacing Trading Advisors as it deems necessary. Trading advisors can be added, removed or replaced at any time by Ceres, or Ceres may determine to adjust the allocation of assets to each Trading Advisor, without the consent of, or advance notice to, the Limited Partners.
Compensation to the Trading Advisors by the Partnership consists of a management fee and an incentive fee as follows:
Management Fee
—
,
2021, the Partnership pays Graham a flat-rate monthly fee equal to
1/12th
of
1.25% (a
1.25% annual rate) of the Partnership’s net assets as of the first day of each month. From February
1,
2019to December
31,
2020, the Partnership paid Graham a flat-rate monthly fee equal to
1/12th
of
1.35%
(1.35% annual rate) of the Partnership’s net assets as of the first day of each month. Prior to February
1,
2019, the Partnership paid Graham a flat-rate monthly fee equal to
1/12th
of
1.75%
(1.75% annual rate) of the Partnership’s net assets as of the first day of each month.
Effective as of January 1, 2021, the Partnership pays WCM a flat-rate monthly fee equal to 1/12
th
of 1.5% (a 1.5% annual rate) of the Partnership’s net assets allocated to WCM as at the beginning of the relevant month, which will be equal to the prior month end net assets, net of all fees and expenses for the previous month, and decreased by any redemptions for such prior month end and increased by any subscriptions for the current month.Effective as of January 1, 2021, the Partnership pays Campbell a flat rate monthly fee equal to 1/12
th
of 1.25% (a 1.25% annual rate) of the beginning of the month net asset value allocated to Campbell.Effective as of January 1, 2021, the Partnership pays EMC a flat rate monthly fee equal to 1/12
th
of 0.875% (a 0.875% annual rate) of the beginning of the month net asset value allocated to EMC.Incentive Fee
—
Effective as of January 1, 2021, the Partnership pays WCM a quarterly incentive fee equal to 20% of new trading profits (as defined in the applicable management agreement) earned by WCM in each quarterly period. Pursuant to the management agreement with WCM, no incentive fee will be paid to WCM with respect to the Partnership until it has (i) recouped a certain loss carryforward and (ii) earned new trading profits (as defined in the applicable management agreement) from and after January 1, 2021. The loss carryforward applied to the Partnership will be adjusted according to the Partnership’s assets allocated to WCM as of January 1, 2021.
Effective as of January 1, 2021, the Partnership pays Campbell a quarterly incentive fee equal to 20% of trading profits (as defined in the applicable management agreement) earned by Campbell in each quarterly period.
Effective as of January 1, 2021, the Partnership pays EMC a quarterly incentive fee equal to 20% of trading profits (as defined in the applicable management agreement) earned by EMC in each quarterly period.
52
Ceres Classic L.P.
Notes to Financial Statements
Trading profits represent the amount by which profits from trading in Futures Interests exceed losses after ongoing placement agent, management and administrative and General Partner’s fees are deducted. When the Trading Advisor experiences losses with respect to net assets as of the end of such period, the Trading Advisor must recover such losses before the Trading Advisor is eligible for an incentive fee in the future. Cumulative trading losses are adjusted on a pro-rated basis for the amount of each month’s net redemptions.
4. | Financial Instruments: |
The Partnership trades Futures Interests. Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price.
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.
The General Partner estimates that, at any given time, approximately 22.0% to 40.9% of the Partnership’s contracts are traded
over-the-counter.
In general, the risks associated with
non-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 has 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 trades is limited to the unrealized gain amounts reflected in the Statements of Financial Condition.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’s
non-exchange-traded
forward currency 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 with the counterparty, which is accomplished by daily maintenance of the cash balance in a custody account and U.S. Treasury bills 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 MS&Co. The primary terms are based on industry standard master netting agreements. This agreement, which seeks to reduce both the Partnership’s and MS&Co.’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.The General Partner monitors and attempts to mitigate the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership may be subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of U.S. Treasury bills, futures, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.
53
Ceres Classic L.P.
Notes to Financial Statements
The Futures Interests traded, and the U.S. Treasury bills held, by the Partnership 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 open positions, and consequently, in its earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of exchange-traded futures and exchange-traded forward contracts are settled daily through variation margin. Gains and losses on
non-exchange-traded
forward currency contracts are settled upon termination of the contract.In the ordinary course of business, the Partnership enters into contracts and agreements that contain various representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements cannot be determined, as this could include future claims that have not yet been made against the Partnership. The General Partner considers the risk of any future obligation relating to these indemnifications to be remote.
Since its discovery in December 2019, a new strain of coronavirus, which causes the viral disease known as
COVID-19,
has spread from China to many other countries, including the United States. The outbreak has been declared a pandemic by the World Health Organization, and the U.S. Health and Human Services Secretary has declared a public health emergency in the United States in response to the outbreak.Thedirectives and increased remote work protocols. If the pandemic continues to be prolonged or the actions of governments and central banks are unsuccessful, including actions to facilitate the comprehensive distribution of effective vaccines, the adverse impact on the global economy will deepen.
COVID-19
pandemic and related voluntary and government-imposed social and business restrictions has impacted global economic conditions and adversely affected various industries (including, but not limited to, transportation, hospitality and entertainment), resulting in volatility in the global financial markets, disruption in global supply chains, increased unemployment, and operational challenges such as the temporary and permanent closures of businesses,sheltering-in-place
Given the continuing development of this situation, it is not possible to accurately predict how the market disruptions caused by
COVID-19
will further impact the U.S. and other world economies or the value of the Partnership’s/Trading Company’s investments, or for how long the effects of such events will continue. Nevertheless, the novel coronavirus continues to present material uncertainty and risk with respect to the Partnership’s/Trading Company’s investments and operations.54
Ceres Classic L.P.
Notes to Financial Statements
5. | Trading Activities: |
The Partnership’s objective is to profit from speculative trading in Futures Interests. Therefore, the Trading Advisors will take speculative positions in Futures Interests where it feels the best profit opportunities exist for its trading strategy. 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.
All of the Futures Interests owned by the Partnership are held for trading purposes. The monthly average number of futures contracts traded during the years ended December 31, 2021 and 2020 were 6,649 and 3,907, respectively. The monthly average number of metals forward contracts traded during the years ended December 31, 2021 and 2020 were 678 and 406, respectively. The monthly average notional values of currency forward contracts traded during the years ended December 31, 2021 and 2020 were $835,509,187 and $292,777,322, respectively.
The following tables summarize the gross and net amounts recognized relating to the assets and liabilities of the Partnership’s derivative instruments and transactions eligible for offset subject to master netting agreements or similar arrangements as of December 31, 2021 and 2020, respectively.
December 31, 2021 | 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 | $ | 2,679,698 | $ | (1,950,628) | $ | 729,070 | $ | 0 | $ | 0 | $ | 729,070 | ||||||||||||
Forwards | 2,567,692 | (2,567,692) | 0 | 0 | 0 | 0 | ||||||||||||||||||
Total assets | $ | 5,247,390 | $ | (4,518,320) | $ | 729,070 | $ | 0 | $ | 0 | $ | 729,070 | ||||||||||||
Liabilities | ||||||||||||||||||||||||
Futures | $ | (1,950,628) | $ | 1,950,628 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||
Forwards | (2,988,862) | 2,567,692 | (421,170) | 0 | 421,170 | 0 | ||||||||||||||||||
Total liabilities | $ | (4,939,490) | $ | 4,518,320 | $ | (421,170) | $ | 0 | $ | 421,170 | $ | 0 | ||||||||||||
Net fair value | $ | 729,070 | * | |||||||||||||||||||||
December 31, 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 | $ | 4,122,810 | $ | (349,631) | $ | 3,773,179 | $ | - | $ | - | $ | 3,773,179 | ||||||||||||
Forwards | 1,473,522 | (864,974) | 608,548 | - | - | 608,548 | ||||||||||||||||||
Total assets | $ | 5,596,332 | $ | (1,214,605) | $ | 4,381,727 | $ | - | $ | - | $ | 4,381,727 | ||||||||||||
Liabilities | ||||||||||||||||||||||||
Futures | $ | (349,631) | $ | 349,631 | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Forwards | (864,974) | 864,974 | - | - | - | - | ||||||||||||||||||
Total liabilities | $ | (1,214,605) | $ | 1,214,605 | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Net fair value | $ | 4,381,727 | * | |||||||||||||||||||||
* | In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’s non-exchange-traded contracts, as applicable, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. In certain instances, MS&Co. may not post collateral and as such, in the event of default by MS&Co., the Partnership is exposed to the amount shown in the Statements of Financial Condition. In the case of exchange-traded contracts, the Partnership’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee funds may be available in the event of a default. In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
55
Ceres Classic L.P.
Notes to Financial Statements
The following tables indicate the gross fair values of derivative instruments of futures and forward contracts as separate assets and liabilities as of December 31, 2021 and 2020, respectively.
December 31, 2021 | ||||
Assets | ||||
Futures Contracts | ||||
Currencies | $ | 27,947 | ||
Energy | 667,615 | |||
Grains | 277,755 | |||
Indices | 654,155 | |||
Interest Rates U.S. | 125,562 | |||
Interest Rates Non-U.S. | 699,662 | |||
Livestock | 16,490 | |||
Metals | 58,181 | |||
Softs | 152,331 | |||
Total unrealized appreciation on open futures contracts | 2,679,698 | |||
Liabilities | ||||
Futures Contracts | ||||
Currencies | (193,626) | |||
Energy | (116,177) | |||
Grains | (157,556) | |||
Indices | (486,810) | |||
Interest Rates U.S. | (109,898) | |||
Interest Rates Non-U.S. | (630,253) | |||
Livestock | (4,910) | |||
Metals | (149,920) | |||
Softs | (101,478) | |||
Total unrealized depreciation on open futures contracts | (1,950,628) | |||
Net unrealized appreciation on open futures contracts | $ | 729,070 | * | |
Assets | ||||
Forward Contracts | ||||
Currencies | $ | 1,744,966 | ||
Metals | 822,726 | |||
Total unrealized appreciation on open forward contracts | 2,567,692 | |||
Liabilities | ||||
Forward Contracts | ||||
Currencies | (2,224,046) | |||
Metals | (764,816) | |||
Total unrealized depreciation on open forward contracts | (2,988,862) | |||
Net unrealized depreciation on open forward contracts | $ | (421,170) | ** | |
* | This amount is in “Net unrealized appreciation on open futures contracts” in the Statements of Financial Condition. |
** | This amount is in “Net unrealized depreciation on open forward contracts” in the Statements of Financial Condition. |
56
Ceres Classic L.P.
Notes to Financial Statements
December 31, 2020 | ||||
Assets | ||||
Futures Contracts | ||||
Currencies | $ | 23,052 | ||
Energy | 109,229 | |||
Grains | 1,365,721 | |||
Indices | 1,611,029 | |||
Interest Rates U.S. | 64,049 | |||
Interest Rates Non-U.S. | 291,892 | |||
Metals | 581,429 | |||
Softs | 76,409 | |||
Total unrealized appreciation on open futures contracts | 4,122,810 | |||
Liabilities | ||||
Futures Contracts | ||||
Currencies | (3,228) | |||
Energy | (112,645) | |||
Grains | (290) | |||
Indices | (43,188) | |||
Interest Rates U.S. | (132,891) | |||
Interest Rates Non-U.S. | (52,802) | |||
Metals | (2,787) | |||
Softs | (1,800) | |||
Total unrealized depreciation on open futures contracts | (349,631) | |||
Net unrealized appreciation on open futures contracts | $ | 3,773,179 | * | |
Assets | ||||
Forward Contracts | ||||
Currencies | $ | 546,367 | ||
Metals | 927,155 | |||
Total unrealized appreciation on open forward contracts | 1,473,522 | |||
Liabilities | ||||
Forward Contracts | ||||
Currencies | (763,174) | |||
Metals | (101,800) | |||
Total unrealized depreciation on open forward contracts | (864,974) | |||
Net unrealized appreciation on open forward contracts | $ | 608,548 | ** | |
* | This amount is in “Net unrealized appreciation on open futures contracts” in the Statements of Financial Condition. |
** | This amount is in “Net unrealized appreciation on open forward contracts” in the Statements of Financial Condition. |
5
7
Ceres Classic L.P.
Notes to Financial Statements
The following table indicates the trading gains and losses, by market sector, on derivative instruments for the years ended December 31, 2021, 2020 and 2019, respectively.
Sector | 2021 | 2020 | 2019 | |||||||||
Currencies | $ | 2,285,525 | $ | (4,430,163) | $ | (658,803) | ||||||
Energy | 8,868,835 | (1,895,131) | (5,781,883) | |||||||||
Grains | 2,837,873 | 1,236,867 | (1,216,406) | |||||||||
Indices | 5,799,611 | (15,340,684) | 15,551,437 | |||||||||
Interest Rates U.S. | (5,368,158) | 10,530,542 | 5,732,768 | |||||||||
Interest Rates Non-U.S. | (6,655,091) | 2,788,538 | 7,188,020 | |||||||||
Livestock | (425,918) | - | - | |||||||||
Metals | 414,121 | 5,858,105 | (1,617,020) | |||||||||
Softs | 1,784,978 | (1,099,658) | (553,158) | |||||||||
Total | $ | 9,541,776 | *** | $ | (2,351,584) | *** | $ | 18,644,955 | *** | |||
*** | This amount is in “Total trading results” in the Statements of Income and Expenses. |
6. | Fair Value Measurements: |
Partnership’s and the Trading Company’s Fair Value Measurements.
The fair value of exchange-traded futures, forward and option contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of
non-exchange-traded
foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as 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 Trading Company 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 and for the years ended December 31, 2021 and 2020, the Partnership and the Trading Company 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).58
Ceres Classic L.P.
Notes to Financial Statements
December 31, 2021 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets | ||||||||||||||||
Futures | $ | 2,679,698 | $ | 2,679,698 | $ | 0 | $ | 0 | ||||||||
Forwards | 2,567,692 | 0 | 2,567,692 | 0 | ||||||||||||
Total assets | $ | 5,247,390 | $ | 2,679,698 | $ | 2,567,692 | $ | 0 | ||||||||
Liabilities | ||||||||||||||||
Futures | $ | 1,950,628 | $ | 1,950,628 | $ | 0 | $ | 0 | ||||||||
Forwards | 2,988,862 | 0 | 2,988,862 | 0 | ||||||||||||
Total liabilities | $ | 4,939,490 | $ | 1,950,628 | $ | 2,988,862 | $ | 0 | ||||||||
December 31, 2020 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
Assets | ||||||||||||||||
Futures | $ | 4,122,810 | $ | 4,122,810 | $ | 0 | $ | 0 | ||||||||
Forwards | 1,473,522 | 0 | 1,473,522 | 0 | ||||||||||||
Total assets | $ | 5,596,332 | $ | 4,122,810 | $ | 1,473,522 | $ | 0 | ||||||||
Liabilities | ||||||||||||||||
Futures | $ | 349,631 | $ | 349,631 | $ | 0 | $ | 0 | ||||||||
Forwards | 864,974 | 0 | 864,974 | 0 | ||||||||||||
Total liabilities | $ | 1,214,605 | $ | 349,631 | $ | 864,974 | $ | 0 | ||||||||
The Investment in the Trading Company measured using the net asset value per share practical expedient is not required to be included in the fair value hierarchy. Please refer to the Condensed Schedules of Investments as of December 31, 2021 and 2020, respectively.
7. | Investment in the Trading Company: |
On January 1, 2021, the assets allocated to WCM for trading were invested in CMF Winton, a limited partnership organized under the partnership laws of the State of New York. CMF Winton permits accounts managed by WCM using the Winton Futures Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of CMF Winton. Individual and pooled accounts currently managed by WCM, including the Partnership, are permitted to be limited partners of CMF Winton. The General Partner and WCM believe that trading through this structure promotes efficiency and economy in the trading process. The General Partner and WCM have agreed that WCM will trade the Partnership’s assets allocated to WCM at a level that is up to 1.5 times the amount of assets allocated, provided that the General Partner may instruct WCM to change such level in accordance with the investment management agreement from time to time.
The General Partner is not aware of any material changes to the trading program discussed above during the year ended December 31, 2021.
The Partnership’s/Trading Company’s trading of futures, forward, swap, and option contracts, if applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. The Partnership/Trading Company engage in such trading through commodity brokerage accounts maintained with MS&Co.
Generally, a limited partner in the Trading Company may withdraw all or part of its capital contribution and undistributed profits, if any, from the Trading Company as of the end of any month (the “Redemption Date”) after a request has been made to the Trading Manager at least three days in advance of the Redemption Date. Such withdrawals are classified as a liability when the limited partner elects to redeem and informs the Trading Company. However, a limited partner may request a withdrawal as of the end of any day if such request is received by the Trading Manager at least three days in advance of the proposed withdrawal date.
Management fees, General Partner fees, ongoing selling fees and incentive fees are charged at the Partnership level. All clearing fees paid to MS&Co. are borne directly by the Partnership for its direct trading. In addition, clearing fees are borne by the Trading Company and allocated to the Trading Company’s limited partners, including the Partnership. Professional fees are borne by the Trading Company and allocated to the Partnership, and also charged directly at the Partnership level.
59
Ceres Classic L.P.
Notes to Financial Statements
At December 31, 2021, the Partnership owned 100% of CMF Winton. It is the Partnership’s intention to continue to invest in the Trading Company. The performance of the Partnership is directly affected by the performance of the Trading Company. Expenses to investors as a result of investment in the Trading Company 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’ capital of the Trading Company is shown in the following table:
December 31, 2021 | ||||||||||||
Total Assets | Toal Liabilities | Total Capital | ||||||||||
CMF Winton | $ | 41,512,628 | $ | 194,879 | $ | 41,317,749 |
Summarized information reflecting the net investment income (loss), total trading results and net income (loss) of the Trading Company is shown in the following table:
For the year ended December 31, 2021 | ||||||||||||
Net Investment Income (Loss) | Total Trading Results | Net Income (Loss) | ||||||||||
CMF Winton | $ | (169,347) | $ | 4,958,082 | $ | 4,788,735 |
Summarized information reflecting the Partnership’s investment in and the Partnership’s
pro-rata
share of the results of operations of the Trading Company is shown in the following table:December 31, 2021 | For the year ended December 31, 2021 | Investment Objective | Redemptions Permitted | |||||||||||||||||||||||||
% of Partners’ Capital | Fair Value | Income (Loss) | Expenses | Net Income (Loss) | ||||||||||||||||||||||||
Funds | Clearing Fees | Professional Fees | ||||||||||||||||||||||||||
CMF Winton (a) | 30.18% | $ | 41,318,675 | $ | 4,970,691 | $ | 145,256 | $ | 36,700 | $ | 4,788,735 | Commodity Portfolio | Monthly |
(a) | On January 1, 2021, the Partnership invested into CMF Winton. |
60
Ceres Classic L.P.
Notes to Financial Statements
8. | Financial Highlights: |
Financial highlights for the limited partner class as a whole for the years ended December 31, 2021, 2020 and 2019 were as follows:
2021 | 2020 | 2019 | ||||||||||||||
Class A | Class Z | Class A | Class A | |||||||||||||
Per Unit Performance (for a unit outstanding throughout the year):* | ||||||||||||||||
Net realized and unrealized gains (losses) | $ | 2.11 | $ | 0.90 | $ | (0.25) | $ | 4.56 | ||||||||
Net investment loss | (0.96) | (0.34) | (0.89) | (0.81) | ||||||||||||
Increase (decrease) for the year | 1.15 | 0.56 | (1.14) | 3.75 | ||||||||||||
Net asset value per Unit, beginning of year | 21.07 | 8.90 | 22.21 | 18.46 | ||||||||||||
Net asset value per Unit, end of year | $ | 22.22 | $ | 9.46 | $ | 21.07 | $ | 22.21 | ||||||||
2021 | 2020 | 2019 | ||||||||||||||
Class A | Class Z | Class A | Class A | |||||||||||||
Ratios to Average Limited Partners’ Capital: | ||||||||||||||||
Net investment loss ** | (4.6) | % | (3.6) | % | (4.5) | % | (3.9) | % | ||||||||
Operating expenses | 3.7 | % | 2.8 | % | 5.0 | % | 5.7 | % | ||||||||
Expenses reimbursed by the General Partner | 0 | % | 0 | % | (0.2) | % | (0.3) | % | ||||||||
Incentive fees | 0.9 | % | 0.8 | % | 0 | % | 0 | % | ||||||||
Total expenses | 4.6 | % | 3.6 | % | 4.8 | % | 5.4 | % | ||||||||
Total return: | ||||||||||||||||
Total return before incentive fees | 6.4 | % | 7.2 | % | (5.1) | % | 20.3 | % | ||||||||
Incentive fees | (0.9) | % | (0.9) | % | 0 | % | 0 | % | ||||||||
Total return after incentive fees | 5.5 | % | 6.3 | % | (5.1) | % | 20.3 | % | ||||||||
* | Net investment loss per Unit is calculated by dividing the interest income less total expenses by the average number of Units outstanding during the year. 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. |
** | 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 year. Additionally, these ratios are calculated for the limited partner class using the limited partners’ share of income, expenses and average partners’ capital of the Partnership and include the income and expenses allocated from the Trading Company.
9. | Subsequent Events: |
The General Partner evaluates events that occur after the balance sheet date but before and up until financial statements are issued. The General Partner has assessed the subsequent events through the date the financial statements were issued and has determined that, other than disclosed below, there were no subsequent events requiring adjustment to or disclosure in the financial statements.
Effective February 25, 2022, Etsuko Jennings resigned as a director of the General Partner.
61
Selected unaudited quarterly financial data for the Partnership for the years ended December 31, 2021 and 2020 are summarized below:
For the period from | For the period from | For the period from | For the period from | |||||||||||||
October 1, 2021 to | July 1, 2021 to | April 1, 2021 to | January 1, 2021 to | |||||||||||||
December 31, 2021 | September 30, 2021 | June 30, 2021 | March 31, 2021 | |||||||||||||
Total investment income | $ | 14,593 | $ | 13,088 | $ | 4,922 | $ | 14,388 | ||||||||
Total expenses | (1,305,486) | (1,563,328) | (1,735,810) | (1,853,289) | ||||||||||||
Total trading results | (1,502,185) | 1,210,774 | 8,462,282 | 6,328,987 | ||||||||||||
Net income (loss) | $ | (2,793,078) | $ | (339,466) | $ | 6,731,394 | $ | 4,490,086 | ||||||||
Increase (decrease) in net asset value per Unit: | ||||||||||||||||
Class A | $ | (0.45) | $ | (0.05) | $ | 0.99 | $ | 0.66 | ||||||||
Class Z | $ | (0.17) | $ | (0.01) | $ | 0.44 | $ | 0.30 | ||||||||
For the period from | For the period from | For the period from | For the period from | |||||||||||||
October 1, 2020 to | July 1, 2020 to | April 1, 2020 to | January 1, 2020 to | |||||||||||||
December 31, 2020 | September 30, 2020 | June 30, 2020 | March 31, 2020 | |||||||||||||
Interest income | $ | 9,045 | $ | 11,149 | $ | 14,705 �� | $ | 170,801 | ||||||||
Net expenses | (634,983) | (681,484) | (892,998) | (1,050,261) | ||||||||||||
Total trading results | 5,043,741 | 3,506,566 | 3,197,311 | (14,099,202) | ||||||||||||
Net income (loss) | $ | 4,417,803 | $ | 2,836,231 | $ | 2,319,018 | $ | (14,978,662) | ||||||||
Increase (decrease) in net asset value per Unit: | ||||||||||||||||
Class A | $ | 1.43 | $ | 0.79 | $ | 0.63 | $ | (3.99) | ||||||||
Class Z | $ | 0.62 | $ | 0.35 | $ | 0.31 | $ | (1.62) | ||||||||
62
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
.Not applicable.
Item 9A.
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 (the General Partner’s principal executive officer) and Chief Financial Officer (“CFO”) (the General Partner’s principal financial officer) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.
The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.
The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules
13a-15(e)
and15d-15(e)
under the Exchange Act) as of December 31, 2021 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’sis 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:
internal control over financial reporting
• | 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. |
The Annual Report for the year ended December 31, 2021, included in “Item 8.
Financial Statements and Supplementary Data
.”, includes the General Partner’s report on internal control over financial reporting.There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended December 31, 2021, that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
Item 9B.
Other Information
.Certain impacts to public health conditions particular to the coronavirus
(COVID-19)
outbreak that occurred subsequent to year end could impact the operations and financial performance of the Partnership investments. The extent of the impact to the financial performance of the Partnership investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Partnership investments is impacted because of these factors for an extended period, the Partnership performance may be adversely affected.Effective February 25, 2022, Etsuko Jennings resigned as a director of the General Partner.
63
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
.The Partnership has no directors or executive officers and its affairs are managed by its General Partner. Investment decisions are made by the Trading Advisors.
The directors and executive officers of the General Partner are Patrick T. Egan (President and Chairman of the Board of Directors of the General Partner), Steven Ross (Chief Financial Officer and Director) and Matthew R. Graver (Director). Each director holds office until the earlier of his or her death, resignation or removal. Vacancies on the board of directors may be filled by either (i) the majority vote of the remaining directors or (ii) MSD Holdings, as the sole member of the General Partner. The officers of the General Partner are designated by the General Partner’s board of directors. Each officer will hold office until his or her successor is designated and qualified or until his or her death, resignation or removal.
Directors of the General Partner are responsible for overall corporate governance of the General Partner and meet periodically to consider strategic decisions regarding the General Partner’s activities. Under CFTC rules, each Director of the General Partner is deemed to be a principal of the General Partner and, as a result, is listed as such with the NFA. Patrick T. Egan and Steven Ross serve on the General Partner’s Investment Committee and are the trading principals responsible for allocation decisions (or responsible for supervising those who are).
Patrick T. Egan
Co-Chief
Investment Officer for Morgan Stanley Managed Futures from June 2009 through June 2011 and as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014. Since October 2014, Mr. Egan has been responsible for management of theday-to-day
two-year
terms. Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.64
Steven Ross
Matthew R. Graver,
The Partnership has not adopted a code of ethics that applies to officers because it has no officers. In addition, the Partnership has not adopted any procedures by which investors may recommend nominees to the Partnership’s board of directors and has not established an audit committee because it has no board of directors.
Item 11.
Executive Compensation
.The Partnership has no directors and executive officers. As a limited partnership, the business of the Partnership is managed by Ceres, which is responsible for the administration of the business affairs of the Partnership. Effective January 1, 2021, the Partnership pays the General Partner a monthly administrative fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the Partnership’s net assets (plus “notional” funds, if any) as of the beginning of each month. From July 1, 2020 to December 31, 2020, the Partnership paid Ceres an administrative and General Partner’s fee equal to an annual rate of 1.75% (paid monthly) of the Partnership’s net assets (plus “notional” funds, if any) as of the first day of each month. Prior to July 1, 2020, the Partnership paid Ceres an administrative and General Partner’s fee equal to an annual rate of 2.00% (paid monthly) of the Partnership’s net assets (plus “notional” funds, if any) as of the first day of each month. Prior to January 1, 2021, the General Partner paid or reimbursed the Partnership for all fees and costs charged or incurred by the commodity brokers for trades executed on behalf of the Partnership, and for all ordinary administrative and offering expenses. Effective January 1, 2021, the Partnership directly pays the brokerage fees and other transaction-related fees and expenses, as incurred and also pays its ongoing administrative, operating, offering and organizational expenses (including, but not limited to, periodic legal, accounting, administrative, filing, reporting and data processing fees) and its pro rata share of such expenses of any trading company to which the Partnership has allocated assets.
65
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
.(a) | Security Ownership of Certain Beneficial Owners – As of February 28, 2022, the Partnership knows of no person who beneficially owns more than 5% of the Units outstanding. |
(b) | Security Ownership of Management – Under the terms of the Partnership Agreement, the Partnership’s affairs are managed by the General Partner. The following table indicates securities owned by management as of December 31, 2021: |
(1) Title of Class | (2) Name of Beneficial Owner | (3) Amount and Nature of Beneficial Ownership | (4) Percent of Class | |||
Class Z Units | General Partner | 163,339.585 | 93.6% |
(c) | Changes in Control – None. |
Item 13.
Certain Relationships and Related Transactions, and Director Independence
.(a) | Transactions with Related Persons. |
(b) | Review, Approval or Ratification of Transactions with Related Persons. |
(c) | Promoters and Certain Control Persons. S-K. The nature and the amounts of compensation each promoter received or will receive, if any, from the Partnership are set forth under “Item 1.Business .”, “Item 8.Financial Statements and Supplementary Data .” and “Item 11.Executive Compensation .” |
Item 14.
Principal Accountant Fees and Services
.Effective January 1, 2021, the Partnership directly pays all of its accounting fees, as incurred, and its pro rata share of such expenses of any trading company to which the Partnership has allocated assets. Prior to January 1, 2021, the General Partner paid or reimbursed the Partnership for all accounting fees.
(1)
Audit Fees
. The aggregate fees billed for each of the last two fiscal years for professional services rendered by Ernst & Young LLP (“EY”) for the years ended December 31, 2021 and 2020 for the audit of the Partnership’s annual financial statements, review of financial statements included in the Partnership’s Forms 10-Q and 10-K and other services normally provided in connection with regulatory filings or engagements were:2021 | $ | 106,200 | ||
2020 | $ | 72,000 |
(2)
Audit-Related Fees
. None.(3)
Tax Fees
. The Partnership did not pay EY any amounts in 2021 and 2020 for professional services in connection with tax compliance, tax advice, and tax planning.(4)
All Other Fees
. None.(5) Not Applicable.
(6) Not Applicable.
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PART IV
Item 15.
Exhibits, Financial Statement Schedules
.(a) | (1) Financial Statements: |
Statements of Financial Condition at December 31, 2021 and 2020.
Condensed Schedule of Investments at December 31, 2021 and 2020.
Statements of Income and Expenses for the years ended December 31, 2021, 2020 and 2019.
Statements of Changes in Partners’ Capital for the years ended December 31, 2021, 2020 and 2019.
Notes to Financial Statements.
(2) Exhibits:
3.01 | ||||
3.02 | ||||
3.03 | ||||
3.04 | ||||
3.05 | ||||
3.06 | ||||
3.07 | ||||
3.08 | ||||
4.01 | ||||
10.01 | ||||
10.01(a) |
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10.01(b) | ||||
10.01(c) | ||||
10.02 | ||||
10.03 | ||||
10.04 | ||||
10.04(a) | ||||
10.04(b) | ||||
10.05 | ||||
10.05(a) | ||||
10.06 | ||||
10.07 | ||||
10.08 | ||||
10.09 | ||||
10.09(a) |
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10.09(b) | ||||
10.10 | ||||
10.11 | ||||
10.12 | ||||
10.13 | ||||
10.14 | ||||
10.14(a) | ||||
10.14(b) | ||||
10.15 | ||||
10.16 | ||||
10.17 | ||||
10.17(a) | ||||
10.17(b) |
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The exhibits required to be filed by Item 601 of Regulations
S-K
are incorporated herein by reference.31.2 — Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director).
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Document.
104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 CLASSIC L.P.
By: | Ceres Managed Futures LLC | |
(General Partner) |
By: | /s/ Patrick T. Egan | |
Patrick T. Egan | ||
President and Director | ||
Date: March 24, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Patrick T. Egan | /s/ Matthew R. Graver | |
Patrick T. Egan | Matthew R. Graver | |
President and Director | Director | |
Ceres Managed Futures LLC | Ceres Managed Futures LLC | |
Date: March 24, 2022 | Date: March 24, 2022 | |
/s/ Steven Ross | ||
Steven Ross | ||
Chief Financial Officer and Director | ||
(Principal Accounting Officer) | ||
Ceres Managed Futures LLC | ||
Date: March 24, 2022 |
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.
Annual Report to limited partners.
No proxy material has been sent to limited partners.
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