Ceres Tactical Commodity 10-Q 2021 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission File Number

000-52602

CERES TACTICAL COMMODITY L.P.

(Exact name of registrant as specified in its charter)

New York	20-2718952
(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

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

Yes

X

    No

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

    No

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

non-accelerated

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

12b-2

of the Exchange Act.

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act).

Yes    No

X

As of July 31, 2021, 54,055.2797 Limited Partnership Class A Redeemable Units were outstanding, 600.0580 Limited Partnership Class D Redeemable Units were outstanding and 364.0370 Limited Partnership Class Z Redeemable Units were outstanding.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

.

Ceres Tactical Commodity L.P.

Statements of Financial Condition

	June 30,		December 31,
	2021		2020
	(Unaudited)
Assets:
Investment in the Funds (1) , at fair value	$	35,634,068	$	17,078,330
Redemptions receivable from the Funds		86,606		3,064,522
Equity in trading account:
Unrestricted cash		76,170,423		56,900,738
Restricted cash		5,127,117		8,219,507
Net unrealized appreciation on open futures contracts		3,092,347		1,107,408
Net unrealized appreciation on open forward contracts		238,605		117,751
Options purchased, at fair value (premiums paid $2,674,587 and $2,487,075 at June 30, 2021 and December 31, 2020, respectively)		3,946,158		2,557,903
Total equity in trading account		88,574,650		68,903,307
Interest receivable		1,199		3,938
Total assets	$	124,296,523	$	89,050,097
Liabilities and Partners’ Capital:
Liabilities:
Options written, at fair value (premiums received $2,500,103 and $3,487,897 at June 30, 2021 and December 31, 2020, respectively)	$	2,041,150	$	2,801,304
Accrued expenses:
Ongoing selling agent fees		75,159		70,401
Management fees		107,628		107,535
General Partner fees		76,249		53,750
Incentive fees		8,014,216		613,765
Professional fees		182,481		179,079
Redemptions payable to General Partner		0		300,000
Redemptions payable to Limited Partners		219,112		1,284,827
Total liabilities		10,715,995		5,410,661
Partners’ Capital:
General Partner, Class Z, 774.9370 and 862.8760 Redeemable Units outstanding at June 30, 2021 and December 31, 2020, respectively		1,301,765		1,011,664
Limited Partners, Class A, 53,444.4687 and 56,256.1017 Redeemable Units outstanding at June 30, 2021 and December 31, 2020, respectively		110,731,359		81,673,675
Limited Partners, Class D, 600.0580 Redeemable Units outstanding at June 30, 2021 and December 31, 2020		985,883		690,828
Limited Partners, Class Z, 334.2720 and 224.5500 Redeemable Units outstanding at June 30, 2021 and December 31, 2020, respectively		561,521		263,269
Total partners’ capital (net asset value)		113,580,528		83,639,436
Total liabilities and partners’ capital	$	124,296,523	$	89,050,097
Net asset value per Redeemable Unit:
Class A	$	2,071.90	$	1,451.82
Class D	$	1,642.98	$	1,151.27
Class Z	$	1,679.83	$	1,172.43

(1)

      Defined in Note 1.

See accompanying notes to financial statements.

1

Ceres Tactical Commodity L.P.

Condensed Schedule of Investments

June 30, 2021

(Unaudited)

	Number of     Contracts		Fair Value			% of Partners’ Capital
Futures Contracts Purchased
Currencies		18	$	(28,323	)		(0.02)	%
Energy
NATURAL GAS FUTR Aug 21 - Dec 24		9,511		16,193,310			14.26
NAT GAS LAST DAY Oct 21 - Dec 22		1,115		10,458,630			9.21
Other		5,271		4,010,840			3.53
Grains		185		446,998			0.39
Indices		491		12,497			0.01
Livestock		29		13,190			0.01
Metals		63		(18,585	)		(0.02)
Softs		414		272,925			0.24
Total futures contracts purchased				31,361,482			27.61
Futures Contracts Sold
Energy
NATURAL GAS FUTR Aug 21 - Mar 25		9,605		(15,675,510	)		(13.80)
NAT GAS LAST DAY Jan 22 - Oct 22		882		(8,082,400	)		(7.12)
Other		5,465		(3,574,348	)		(3.15)
Grains		417		(763,838	)		(0.67)
Indices		198		(11,255	)		(0.01)
Livestock		26		(6,530	)		(0.01)
Metals		29		(49,842	)		(0.04)
Softs		254		(105,412	)		(0.09)
Total futures contracts sold				(28,269,135	)		(24.89)
Net unrealized appreciation on open futures contracts			$	3,092,347			2.72	%
Unrealized Appreciation on Open Forward Contracts
Metals		615	$	1,912,575			1.68	%
Total unrealized appreciation on open forward contracts				1,912,575			1.68
Unrealized Depreciation on Open Forward Contracts
Metals		564		(1,673,970	)		(1.47)
Total unrealized depreciation on open forward contracts				(1,673,970	)		(1.47)
Net unrealized appreciation on open forward contracts			$	238,605			0.21	%
Options Purchased
Calls
Energy		1,124	$	3,696,749			3.25	%
Metals		113		111,020			0.10
Softs		12		3,360			0.00	*
Puts
Energy		998		97,100			0.09
Metals		21		37,929			0.03
Total options purchased (premiums paid $2,674,587)			$	3,946,158			3.47	%
Options Written
Calls
Energy		918	$	(1,147,394	)		(1.01)	%
Grains		6		(6,038	)		(0.01)
Metals		93		(79,745	)		(0.07)
Softs		12		(70,785	)		(0.06)
Puts
Energy		1,036		(592,076	)		(0.52)
Metals		39		(60,431	)		(0.05)
Softs		44		(84,681	)		(0.08)
Total options written (premiums received $2,500,103)			$	(2,041,150	)		(1.80)	%
			Fair Value			% of Partners’ Capital
Investment in the Funds
CMF NL Master Fund LLC			$	8,877,808			7.82	%
CMF GSL Master Fund LLC				26,756,260			23.55
Total investment in the Funds			$	35,634,068			31.37	%

*     Due to rounding.

See accompanying notes to financial statements.

2

Ceres Tactical Commodity L.P.

Condensed Schedule of Investments

December 31, 2020

	Number of     Contracts		Fair Value			% of Partners’ Capital
Futures Contracts Purchased
Currencies		1	$	900			0.00	* %
Energy		12,660		(431,676	)		(0.51)
Grains		690		1,028,067			1.23
Indices		85		(21,965	)		(0.03)
Livestock		31		3,820			0.00	*
Metals		125		453,509			0.54
Softs		223		352,409			0.42
Total futures contracts purchased				1,385,064			1.65
Futures Contracts Sold
Energy		10,352		235,424			0.28
Grains		309		(357,181	)		(0.43)
Indices		21		39,225			0.05
Livestock		35		(9,400	)		(0.01)
Metals		17		18,138			0.02
Softs		163		(203,862	)		(0.24)
Total futures contracts sold				(277,656	)		(0.33)
Net unrealized appreciation on open futures contracts			$	1,107,408			1.32	%
Unrealized Appreciation on Open Forward Contracts
Metals		763	$	3,792,274			4.53	%
Total unrealized appreciation on open forward contracts				3,792,274			4.53
Unrealized Depreciation on Open Forward Contracts
Metals		817		(3,674,523	)		(4.39)
Total unrealized depreciation on open forward contracts				(3,674,523	)		(4.39)
Net unrealized appreciation on open forward contracts			$	117,751			0.14	%
Options Purchased
Calls
Energy		996	$	1,591,576			1.90	%
Metals		162		753,640			0.91
Puts
Energy		854		175,150			0.21
Metals		121		37,537			0.04
Total options purchased (premiums paid $2,487,075)			$	2,557,903			3.06	%
Options Written
Calls
Energy		1,312	$	(616,333	)		(0.74)	%
Grains		53		(78,506	)		(0.09)
Livestock		6		(12,600	)		(0.02)
Metals		216		(820,669	)		(0.98)
Softs		20		(59,550	)		(0.07)
Puts
Energy		1,002		(1,200,786	)		(1.44)
Metals		25		(3,275	)		(0.00)	*
Softs		6		(9,585	)		(0.01)
Total options written (premiums received $3,487,897)			$	(2,801,304	)		(3.35)	%
			Fair Value			% of Partners’ Capital
Investment in the Funds
CMF NL Master Fund LLC			$	2,671,289			3.19	%
CMF GSL Master Fund LLC				14,407,041			17.23
Total investment in the Funds			$	17,078,330			20.42	%

*  Due to rounding.

See accompanying notes to financial statements.

3

Ceres Tactical Commodity L.P.

Statements of Income and Expenses

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Investment Income:
Interest income	$	2,037		$	17,085		$	8,660		$	206,081
Interest income allocated from the Funds		868			3,459			3,377			56,938
Total investment income		2,905			20,544			12,037			263,019
Expenses:
Expenses allocated from the Funds		68,337			78,519			133,650			194,955
Clearing fees related to direct investments		269,968			153,583			572,510			437,953
Ongoing selling agent fees		220,752			438,767			417,292			887,400
Management fees		315,012			345,268			607,356			691,844
General Partner fees		223,914			167,131			422,998			337,752
Incentive fees		1,545,559			72,885			8,347,805			1,026,416
Professional fees		110,478			78,412			208,774			146,691
Total expenses		2,754,020			1,334,565			10,710,385			3,723,011
Net investment loss		(2,751,115	)		(1,314,021	)		(10,698,348	)		(3,459,992	)
Trading Results:
Net gains (losses) on trading of commodity interests and investment in the Funds:
Net realized gains (losses) on closed contracts		2,668,985			5,466,587			10,189,669			10,148,000
Net realized gains (losses) on closed contracts allocated from the Funds		407,084			593,462			31,414,330			(149,289	)
Net change in unrealized gains (losses) on open contracts		4,814,235			(2,979,791	)		3,071,556			(4,983,269	)
Net change in unrealized gains (losses) on open contracts allocated from the Funds		963,657			(2,159,361	)		1,195,289			137,020
Total trading results		8,853,961			920,897			45,870,844			5,152,462
Net income (loss)	$	6,102,846		$	(393,124	)	$	35,172,496		$	1,692,470
Net income (loss) per Redeemable Unit: *
Class A	$	111.21		$	(7.40	)	$	620.08		$	24.39
Class D	$	88.18		$	(2.39	)	$	491.71		$	26.05
Class Z	$	93.35		$	(0.33	)	$	507.40		$	30.49
Weighted average Redeemable Units outstanding:
Class A		53,459.2600			61,514.9947			54,401.5475			63,555.7870
Class D		600.0580			600.0580			600.0580			600.0580
Class Z		1,099.0937			1,155.4067			1,078.6033			1,144.3505

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

See accompanying notes to financial statements.

4

Ceres Tactical Commodity L.P.

Statements of Changes in Partners’ Capital

For the Three and Six Months Ended June 30, 2021 and 2020

(Unaudited)

	Class A						Class D					Class Z						Total
	Amount			Redeemable Units			Amount			Redeemable Units		Amount			Redeemable Units			Amount			Redeemable Units
Partners’ Capital, December 31, 2019	$	90,062,572			67,005.2267		$	634,723			600.0580	$	1,195,989			1,118.7550		$	91,893,284			68,724.0397
Subscriptions - Limited Partners		247,933			177.9210			-			-		73,260			66.3370			321,193			244.2580
Redemptions - Limited Partners		(10,315,152	)		(7,527.7010	)		-			-		-			-			(10,315,152	)		(7,527.7010	)
Net income (loss)		1,643,040			-			15,630			-		33,800			-			1,692,470			-
Partners’ Capital, June 30, 2020	$	81,638,393			59,655.4467		$	650,353			600.0580	$	1,303,049			1,185.0920		$	83,591,795			61,440.5967
Partners’ Capital, March 31, 2020	$	85,894,170			62,427.6007		$	651,790			600.0580	$	1,254,461			1,140.5640		$	87,800,421			64,168.2227
Subscriptions - Limited Partners		222,933			159.2470			-			-		50,000			44.5280			272,933			203.7750
Redemptions - Limited Partners		(4,088,435	)		(2,931.4010	)		-			-		-			-			(4,088,435	)		(2,931.4010	)
Net income (loss)		(390,275	)		-			(1,437	)		-		(1,412	)		-			(393,124	)		-
Partners’ Capital, June 30, 2020	$	81,638,393			59,655.4467		$	650,353			600.0580	$	1,303,049			1,185.0920		$	83,591,795			61,440.5967
	Class A						Class D					Class Z						Total
	Amount			Redeemable Units			Amount			Redeemable Units		Amount			Redeemable Units			Amount			Redeemable Units
Partners’ Capital, December 31, 2020	$	81,673,675			56,256.1017		$	690,828			600.0580	$	1,274,933			1,087.4260		$	83,639,436			57,943.5857
Subscriptions - Limited Partners		3,517,560			1,874.1270			-			-		175,000			109.7220			3,692,560			1,983.8490
Redemptions - General Partner		-			-			-			-		(140,000	)		(87.9390	)		(140,000	)		(87.9390	)
Redemptions - Limited Partners		(8,783,964	)		(4,685.7600	)		-			-		-			-			(8,783,964	)		(4,685.7600	)
Net income (loss)		34,324,088			-			295,055			-		553,353			-			35,172,496			-
Partners’ Capital, June 30, 2021	$	110,731,359			53,444.4687		$	985,883			600.0580	$	1,863,286			1,109.2090		$	113,580,528			55,153.7357
Partners’ Capital, March 31, 2021	$	104,219,432			53,154.4397		$	932,968			600.0580	$	1,585,670			999.4870		$	106,738,070			54,753.9847
Subscriptions - Limited Partners		2,190,000			1,090.6670			-			-		175,000			109.7220			2,365,000			1,200.3890
Redemptions - Limited Partners		(1,625,388	)		(800.6380	)		-			-		-			-			(1,625,388	)		(800.6380	)
Net income (loss)		5,947,315			-			52,915			-		102,616			-			6,102,846			-
Partners’ Capital, June 30, 2021	$	110,731,359			53,444.4687		$	985,883			600.0580	$	1,863,286			1,109.2090		$	113,580,528			55,153.7357

See accompanying notes to financial statements.

5

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

1. Organization:

Ceres Tactical Commodity L.P. (the “Partnership”) is a limited partnership organized on April 20, 2005 under the partnership laws of the State of New York to engage, directly and indirectly, in the speculative trading of commodity interests on United States (“U.S.”) and international futures, options on futures and forward markets. The Partnership may also engage, directly or indirectly, in swap transactions and other derivative transactions with the approval of the General Partner (as defined below). Initially, the Partnership’s investment strategy focused on energy and energy-related investments. While the Partnership is expected to continue to have significant exposure to energy and energy-related markets, such trading will no longer be the Partnership’s primary focus. Therefore, the Partnership’s past trading performance will not necessarily be indicative of future results. The sectors traded include energy, grains, livestock, metals and softs. The commodity interests that are traded by the Partnership, directly or indirectly through its investment in the Funds (as defined below) are volatile and involve a high degree of market risk. The General Partner may also determine to invest up to all of the Partnership’s assets (directly or indirectly through its investment in the Funds) in U.S. Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates. During the initial offering period, the Partnership sold 11,925 redeemable units of limited partnership interest (“Redeemable Units”). The Partnership commenced trading on September 6, 2005. The Partnership privately and continuously offers Redeemable Units to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership and is the trading manager (the “Trading Manager”) of NL Master (as defined below) and GSL Master (as defined below). The General Partner was also the Trading Manager of Aquantum Master (as defined below) prior to Aquantum Master’s termination. 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.

As of June 30, 2021, all trading decisions are made for the Partnership by Millburn Ridgefield Corporation (“Millburn”), Ospraie Management, LLC (“Ospraie”), Pan Capital Management L.P. (“Pan”), Northlander Commodity Advisors LLP (“Northlander”) and Geosol Capital, LLC (“Geosol”) (each, an “Advisor” and, collectively, the “Advisors”), each, a registered commodity trading advisor. Effective December 31, 2020, Aquantum GmbH (“Aquantum”) ceased to act as a commodity trading advisor to the Partnership. References herein to the “Advisors” may also include, as relevant, Aquantum. Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors either directly, through individually managed accounts, or indirectly through its investment in the Funds. The Advisors are not affiliated with one another, are not affiliated with the General Partner and MS&Co. and are not responsible for the organization or operation of the Partnership.

As of June 13, 2018, the Partnership began offering three classes of limited partnership interests, Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units. All Redeemable Units issued prior to October 31, 2016 were deemed “Class A Redeemable Units.” Class Z Redeemable Units were first issued on January 1, 2017. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units were not changed. Class D Redeemable Units were first issued on July 1, 2018. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units and Class Z Redeemable Units were not changed. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” Class A Redeemable Units are and Class D Redeemable Units were available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions and

non-U.S.

investors. Class Z Redeemable Units are offered to limited partners who receive advisory services from Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) (“Morgan Stanley Wealth Management”) and may also be offered to certain employees of Morgan Stanley and/or its subsidiaries (and their family members). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that Class A Redeemable Units and Class D Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the adjusted net assets of Class A Redeemable Units and Class D Redeemable Units, respectively, as of the end of each month, whereas Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee. For the period from July 1, 2020 to December 31, 2020, Class A Redeemable Units were subject to a monthly ongoing selling agent fee equal to 1/12 of 1.00% (a 1.00% annual rate) of the adjusted net assets of Class A Redeemable Units as of the end of each month. Prior to July 1, 2020, Class A Redeemable Units were subject to a monthly ongoing selling agent fee equal to 1/12 of 2.00% (a 2.00% annual rate) of the adjusted net assets of Class A Redeemable Units as of the end of each month. Effective January 1, 2021, the Partnership is no longer offering Class D Redeemable Units.

6

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

During the reporting periods ended June 30, 2021 and 2020, the Partnership’s/Funds’ commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant.

Millburn, Ospraie and Pan directly trade the Partnership’s assets allocated to each Advisor through managed accounts in the name of the Partnership pursuant to Millburn’s Commodity Program, Ospraie’s Commodity Program and Pan’s Energy Trading Program, respectively.

The Partnership, CMF NL Master Fund LLC (“NL Master”) and CMF GSL Master Fund LLC (“GSL Master”) have entered, and (prior to its termination) CMF Aquantum Master Fund LLC (“Aquantum Master”) had entered, into futures brokerage account agreements with MS&Co. NL Master and GSL Master are collectively referred to as the “Funds.” References herein to the “Funds” may also include, as relevant, Aquantum Master. The Partnership, directly and through its investment in the Funds, pays MS&Co. (or will reimburse MS&Co. if previously paid) its allocable share of all trading fees for the clearing and, where applicable, the 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 (as amended, the “Selling Agreement”) with Morgan Stanley Wealth Management. Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of the adjusted

month-end

net assets of Class A Redeemable Units and Class D Redeemable Units, respectively. For the period from July 1, 2020 to December 31, 2020, the Partnership paid Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 1.0% per year of the adjusted

month-end

net assets of Class A Redeemable Units. Prior to July 1, 2020, the Partnership paid Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 2.0% per year of the adjusted

month-end

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

Effective January 1, 2021, the management fee paid to Millburn was reduced to 1/12 of 1.0% (1.0% per year) of the adjusted

month-end

Net Assets (as defined in its management agreement with the Partnership and the General Partner) allocated to Millburn and the incentive fee paid to Millburn was increased to 27.5% of New Trading Profits (as defined in its management agreement with the Partnership and the General Partner) earned by Millburn for the Partnership during the calendar year.

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

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

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

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at June 30, 2021 and the results of its operations and changes in partners’ capital for the three and six months ended June 30, 2021 and 2020. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form

10-K

filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2020. The December 31, 2020 information has been derived from the audited financial statements as of and for the year ended December 31, 2020.

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

7

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

Use of Estimates.

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

Profit Allocation.

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

Statement of Cash Flows.

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

“Statement of Cash Flows.”

The Statements of Changes in Partners’ Capital is included herein, and as of and for the periods ended June 30, 2021 and 2020, the Partnership carried no debt and all of the Partnership’s and the Funds’ investments were carried at fair value and classified as Level 1 or Level 2 measurements.

Partnership’s Investment in the Funds.

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

Partnership’s/Funds’ Derivative Investments.

All commodity interests held by the Partnership/Funds, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on the trade date and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the

first-in,

first-out

method. Net unrealized gains or losses on open contracts are included as a component of equity in trading account in the Partnership’s/Funds’ Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Partnership’s/Funds’ Statements of Income and Expenses.

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

Partnership’s Cash

. The Partnership’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At June 30, 2021 and December 31, 2020, the amount of cash held for margin requirements was $5,127,117 and $8,219,507, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. The Partnership’s restricted and unrestricted cash includes cash denominated in foreign currencies of $24,199 (cost of $40,877) and ($83,897) (proceeds of $74,559) as of June 30, 2021 and December 31, 2020, respectively.

Income Taxes.

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

“Income Taxes,”

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

“more-likely-than-not”

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

more-likely-than-not

threshold would be recorded as a tax benefit or liability in the Partnership’s Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Statements of Income and Expenses in the period in which the position is claimed or expected to be claimed. The General Partner has concluded that there are 0 significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2017 through 2020 tax years remain subject to examination by U.S. federal and most state tax authorities.

Investment Company Status

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

2013-08

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

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

8

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

Net Income (Loss) per Redeemable Unit.

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

“Financial Services – Investment Companies.”

See Note 3, “Financial Highlights.”

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form

10-K

for the year ended December 31, 2020.

3. Financial Highlights:

Financial highlights for the limited partner Classes as a whole for the three and six months ended June 30, 2021 and 2020 were as follows. There were no Class Z limited partner Redeemable Units held from the close of business on December 31, 2019 to January 31, 2020.

	Three Months Ended June 30, 2021									Three Months Ended June 30, 2020												Six Months Ended June 30, 2021									Six Months Ended June 30, 2020
	Class A			Class D			Class Z			Class A				Class D				Class Z				Class A			Class D			Class Z			Class A			Class D			Class Z **
Per Redeemable Unit Performance (for a unit outstanding throughout the period): *
Net realized and unrealized gains (losses)	$	161.46		$	128.02		$	130.75		$	13.63			$	10.51			$	5.08			$	812.13		$	642.00		$	641.37		$	77.94		$	61.02		$	49.80
Net investment loss		(50.25)			(39.84)			(37.40)			(21.03)				(12.90)				(5.41)				(192.05)			(150.29)			(133.97)			(53.55)			(34.97)			(16.81)
Increase (decrease) for the period		111.21			88.18			93.35			(7.40)				(2.39)				(0.33)				620.08			491.71			507.40			24.39			26.05			32.99
Net asset value per Redeemable Unit, beginning of period		1,960.69			1,554.80			1,586.48			1,375.90				1,086.21				1,099.86				1,451.82			1,151.27			1,172.43			1,344.11			1,057.77			1,066.54
Net asset value per Redeemable Unit, end of period	$	2,071.90		$	1,642.98		$	1,679.83		$	1,368.50			$	1,083.82			$	1,099.53			$	2,071.90		$	1,642.98		$	1,679.83		$	1,368.50		$	1,083.82		$	1,099.53
	Three Months Ended June 30, 2021									Three Months Ended June 30, 2020												Six Months Ended June 30, 2021									Six Months Ended June 30, 2020
	Class A			Class D			Class Z			Class A				Class D				Class Z				Class A			Class D			Class Z			Class A			Class D			Class Z **
Ratios to Average Limited Partners’ Capital: ***
Net investment loss ****		(5.8)	%		(5.8)	%		(5.4)	%		(5.9)	%			(4.6)	%			(3.6)	%			(12.9)	%		(12.6)	%		(10.9)	%		(6.8)	%		(5.4)	%		(3.9)	%
Operating expenses		4.4	%		4.4	%		3.9	%		5.9	%			4.6	%			4.3	%			4.7	%		4.6	%		3.9	%		6.2	%		4.9	%		4.2	%
Incentive fees		1.4	%		1.4	%		1.5	%		0.1	%			0.1	%			(0.5)	%			8.2	%		8.0	%		7.1	%		1.2	%		1.1	%		0.0	%	*	****
Total expenses		5.8	%		5.8	%		5.4	%		6.0	%			4.7	%			3.8	%			12.9	%		12.6	%		11.0	%		7.4	%		6.0	%		4.2	%
Total return:
Total return before incentive fees		7.1	%		7.1	%		7.3	%		(0.5)	%			(0.2)	%			(0.5)	%			53.0	%		52.8	%		52.3	%		3.0	%		3.6	%		3.1	%
Incentive fees		(1.4)	%		(1.4)	%		(1.4)	%		(0.0)	%	*****		(0.0)	%	*****		0.5	%			(10.3)	%		(10.1)	%		(9.0)	%		(1.2)	%		(1.1)	%		(0.0)	%	*	****
Total return after incentive fees		5.7	%		5.7	%		5.9	%		(0.5)	%			(0.2)	%			(0.0)	%	*****		42.7	%		42.7	%		43.3	%		1.8	%		2.5	%		3.1	%

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

** For the period from February 1, 2020 to June 30, 2020.

*** Annualized (except for incentive fees).

**** Interest income less total expenses.

***** Due to rounding.

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

4. Trading Activities:

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

pro-rata

share of the results of the Funds’ trading activities is shown in the Partnership’s Statements of Income and Expenses.

The futures brokerage account agreements with MS&Co. give the Partnership and the Funds, respectively, the legal right to net unrealized gains and losses on open futures and forward contracts in their respective Statements of Financial Condition. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and open forward contracts in their respective Statements of Financial Condition, as the criteria under ASC 210-20,

“Balance Sheet,”

have been met.

9

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

All of the commodity interests owned directly by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended June 30, 2021 and 2020 were 33,170 and 27,541, respectively. The monthly average number of futures contracts traded directly by the Partnership during the six months ended June 30, 2021 and 2020 were 29,632 and 29,073, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended June 30, 2021 and 2020 were 1,477 and 1,486, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the six months ended June 30, 2021 and 2020 were 1,584 and 1,397, respectively. The monthly average number of option contracts traded directly by the Partnership during the three months ended June 30, 2021 and 2020 were 4,138 and 1,480, respectively. The monthly average number of option contracts traded directly by the Partnership during the six months ended June 30, 2021 and 2020 were 4,339 and 1,446, respectively.

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

All clearing fees paid to MS&Co. are borne directly by the Partnership for its direct trading. In addition, clearing fees are borne by the Funds for indirect trading and allocated to the Funds’ members, including the Partnership.

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting arrangements or similar agreements as of June 30, 2021 and December 31, 2020, respectively.

				Gross Amounts			Amounts		Gross Amounts Not Offset in the
				Offset in the			Presented in the		Statements of Financial Condition
	Gross			Statements of			Statements of				Cash Collateral
	Amounts			Financial			Financial		Financial		Received/
June 30, 2021	Recognized			Condition			Condition		Instruments		Pledged *		Net Amount
Assets
Futures	$	32,952,363		$	(29,860,016	)	$	3,092,347	$	-	$	-	$	3,092,347
Forwards		1,912,575			(1,673,970	)		238,605		-		-		238,605
Total assets	$	34,864,938		$	(31,533,986	)	$	3,330,952	$	-	$	-	$	3,330,952
Liabilities
Futures	$	(29,860,016	)	$	29,860,016		$	-	$	-	$	-	$	-
Forwards		(1,673,970	)		1,673,970			-		-		-		-
Total liabilities	$	(31,533,986	)	$	31,533,986		$	-	$	-	$	-	$	-
Net fair value													$	3,330,952	*

10

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

				Gross Amounts			Amounts		Gross Amounts Not Offset in the
				Offset in the			Presented in the		Statements of Financial Condition
	Gross			Statements of			Statements of				Cash Collateral
	Amounts			Financial			Financial		Financial		Received/
December 31, 2020	Recognized			Condition			Condition		Instruments		Pledged *		Net Amount
Assets
Futures	$	10,247,949		$	(9,140,541	)	$	1,107,408	$	-	$	-	$	1,107,408
Forwards		3,792,274			(3,674,523	)		117,751		-		-		117,751
Total assets	$	14,040,223		$	(12,815,064	)	$	1,225,159	$	-	$	-	$	1,225,159
Liabilities
Futures	$	(9,140,541	)	$	9,140,541		$	-	$	-	$	-	$	-
Forwards		(3,674,523	)		3,674,523			-		-		-		-
Total liabilities	$	(12,815,064	)	$	12,815,064		$	-	$	-	$	-	$	-
Net fair value													$	1,225,159	*

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

11

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

The following tables indicate the gross fair values of derivative instruments of futures, forward and option contracts held directly by the Partnership as separate assets and liabilities as of June 30, 2021 and December 31, 2020, respectively.

	June 30,
	2021
Assets
Futures Contracts
Energy	$	32,040,281
Grains		462,509
Indices		56,281
Livestock		14,440
Metals		75,130
Softs		303,722
Total unrealized appreciation on open futures contracts		32,952,363
Liabilities
Futures Contracts
Currencies		(28,323)
Energy		(28,709,759)
Grains		(779,349)
Indices		(55,039)
Livestock		(7,780)
Metals		(143,557)
Softs		(136,209)
Total unrealized depreciation on open futures contracts		(29,860,016)
Net unrealized appreciation on open futures contracts	$	3,092,347	*
Assets
Forward Contracts
Metals	$	1,912,575
Total unrealized appreciation on open forward contracts		1,912,575
Liabilities
Forward Contracts
Metals		(1,673,970)
Total unrealized depreciation on open forward contracts		(1,673,970)
Net unrealized appreciation on open forward contracts	$	238,605	**
Assets
Options Purchased
Energy	$	3,793,849
Metals		148,949
Softs		3,360
Total options purchased	$	3,946,158	***
Liabilities
Options Written
Energy	$	(1,739,470)
Grains		(6,038)
Metals		(140,176)
Softs		(155,466)
Total options written	$	(2,041,150)	****

* 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.

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

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

12

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

	December 31,
	2020
Assets
Futures Contracts
Currencies	$	900
Energy		8,308,366
Grains		1,030,542
Indices		55,454
Livestock		4,410
Metals		492,282
Softs		355,995
Total unrealized appreciation on open futures contracts		10,247,949
Liabilities
Futures Contracts
Energy		(8,504,618)
Grains		(359,656)
Indices		(38,194)
Livestock		(9,990)
Metals		(20,635)
Softs		(207,448)
Total unrealized depreciation on open futures contracts		(9,140,541)
Net unrealized appreciation on open futures contracts	$	1,107,408	*
Assets
Forward Contracts
Metals	$	3,792,274
Total unrealized appreciation on open forward contracts		3,792,274
Liabilities
Forward Contracts
Metals		(3,674,523)
Total unrealized depreciation on open forward contracts		(3,674,523)
Net unrealized appreciation on open forward contracts	$	117,751	**
Assets
Options Purchased
Energy	$	1,766,726
Metals		791,177
Total options purchased	$	2,557,903	***
Liabilities
Options Written
Energy	$	(1,817,119)
Grains		(78,506)
Livestock		(12,600)
Metals		(823,944)
Softs		(69,135)
Total options written	$	(2,801,304)	****

* 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.

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

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

13

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

The following table indicates the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three and six months ended June 30, 2021 and 2020.

	Three Months Ended June 30,						Six Months Ended June 30,
Sector	2021			2020			2021			2020
Currencies	$	(13,519)		$	(34,220)		$	(28,512)		$	(222,934)
Energy		5,775,961			1,587,363			9,116,369			6,103,638
Grains		(217,059)			333,698			717,855			299,767
Indices		22,468			414,454			1,629,395			324,240
Livestock		(240,073)			(201,528)			(910,994)			(477,124)
Metals		1,361,913			383,750			1,819,444			(717,600)
Softs		793,529			3,279			917,668			(145,256)
Total	$	7,483,220	*****	$	2,486,796	*****	$	13,261,225	*****	$	5,164,731	*****

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

5. Fair Value Measurements:

Partnership’s and the Funds’ Fair Value Measurements.

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

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

non-exchange-traded

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

The Partnership and the Funds consider prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of June 30, 2021 and December 31, 2020 and for the periods ended June 30, 2021 and 2020, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3).

14

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

June 30, 2021	Total		Level 1		Level 2		Level 3
Assets
Futures	$	32,952,363	$	32,952,363	$	-	$	-
Forwards		1,912,575		-		1,912,575		-
Options purchased		3,946,158		3,946,158		-		-
Total assets	$	38,811,096	$	36,898,521	$	1,912,575	$	-
Liabilities
Futures	$	29,860,016	$	29,860,016	$	-	$	-
Forwards		1,673,970		-		1,673,970		-
Options written		2,041,150		2,041,150		-		-
Total liabilities	$	33,575,136	$	31,901,166	$	1,673,970	$	-
December 31, 2020	Total		Level 1		Level 2		Level 3
Assets
Futures	$	10,247,949	$	10,247,949	$	-	$	-
Forwards		3,792,274		-		3,792,274		-
Options purchased		2,557,903		2,557,903		-		-
Total assets	$	16,598,126	$	12,805,852	$	3,792,274	$	-
Liabilities
Futures	$	9,140,541	$	9,140,541	$	-	$	-
Forwards		3,674,523		-		3,674,523		-
Options written		2,801,304		2,801,304		-		-
Total liabilities	$	15,616,368	$	11,941,845	$	3,674,523	$	-

6. Investment in the Funds:

On April 1, 2019, the Partnership allocated a portion of its assets to NL Master, a limited liability company organized under the limited liability company laws of the State of Delaware. NL Master permits accounts managed by Northlander using Northlander’s Commodity Program, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the trading manager of NL Master. Individual and pooled accounts currently managed by Northlander, including the Partnership, are permitted to be members of NL Master. The Trading Manager and Northlander believe that trading through this master/feeder structure should promote efficiency and economy in the trading process.

On November 1, 2020, the Partnership allocated a portion of its assets to GSL Master, a limited liability company organized under the limited liability company laws of the State of Delaware. GSL Master permits accounts managed by Geosol using Geosol’s U.S. Power and Natural Gas Program, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the trading manager of GSL Master. Individual and pooled accounts currently managed by Geosol, including the Partnership, are permitted to be members of GSL Master. The Trading Manager and Geosol believe that trading through the master/feeder structure should promote efficiency and economy in the trading process. The Trading Manager and Geosol have agreed that the volatility applied to the assets allocated to Geosol shall initially be 50.0% (one half) of the volatility typically employed for the trading of the program.

15

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

On December 1, 2018, the Partnership allocated a portion of its assets to Aquantum, which were managed and traded directly by Aquantum pursuant to Aquantum’s Commodity Spread Program through a trading account in the Partnership’s name from December 1, 2018 until May 31, 2019. Effective June 1, 2019, the assets allocated to Aquantum were transferred into Aquantum Master, a limited liability company organized under the limited liability company laws of the State of Delaware, through which they were managed and traded by Aquantum pursuant to the same strategy. Effective December 31, 2020, the Partnership fully redeemed its investment in Aquantum Master.

The General Partner is not aware of any material changes to the trading programs discussed above or in Note 1, “Organization” during the fiscal quarter ended June 30, 2021.

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

Generally, a member in the Funds withdraws all or part of its capital contribution and undistributed profits, if any, from the Funds as of the end of any month (the “Redemption Date”) after a request has been made to the Trading Manager at least three days in advance of the Redemption Date. Such withdrawals are classified as a liability when the member elects to redeem and informs the Funds. However, a member 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 agent 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 Funds and allocated to the Funds’ members, including the Partnership. Professional fees are borne by the Funds and allocated to the Partnership, and are also charged directly at the Partnership level.

At June 30, 2021, the Partnership owned approximately 30.1% of NL Master and 100% of GSL Master. At December 31, 2020, the Partnership owned approximately 18.6% of NL Master and 100% of GSL Master. It is the Partnership’s intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.

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

	June 30, 2021
	Total Assets		Total Liabilities		Total Capital
GSL Master	$	26,872,035	$	116,172	$	26,755,863
NL Master		33,138,510		3,611,129		29,527,381
	December 31, 2020
	Total Assets		Total Liabilities		Total Capital
GSL Master	$	14,472,056	$	65,928	$	14,406,128
NL Master		14,423,589		85,616		14,337,973

16

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

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

	For the three months ended June 30, 2021
	Net Investment     Income (Loss)		Total Trading         Results		Net Income (Loss)
GSL Master	$	(51,530)	$	(478,377)	$	(529,907)
NL Master		(59,284)		6,877,987		6,818,703

	For the six months ended June 30, 2021
	Net Investment     Income (Loss)		Total Trading         Results		Net Income (Loss)
GSL Master	$	(106,558)	$	30,148,220	$	30,041,662
NL Master		(96,930)		9,720,845		9,623,915

	For the three months ended June 30, 2020
	Net Investment     Income (Loss)		Total Trading         Results		Net Income (Loss)
NL Master	$	(29,211)	$	(2,070,945)	$	(2,100,156)
Aquantum Master		(144,298)		(2,484,374)		(2,628,672)

	For the six months ended June 30, 2020
	Net Investment     Income (Loss)		Total Trading         Results		Net Income (Loss)
NL Master	$	(16,783)	$	(1,318,163)	$	(1,334,946)
Aquantum Master		(280,527)		460,323		179,796

Summarized information reflecting the Partnership’s investments in and the Partnership’s

pro-rata

share of the results of operations of the Funds is shown in the following tables:

	June 30, 2021					For the three months ended June 30, 2021
	% of								Expenses				Net
	Partners’			Fair		Income			Clearing		Professional		Income			Investment		Redemptions
Funds	Capital			Value		(Loss)			Fees		Fees		(Loss)			Objective		Permitted
GSL Master		23.55	%	$	26,756,260	$	(477,686	)	$	34,971	$	17,250	$	(529,907	)		Commodity Portfolio		Monthly
NL Master		7.82	%		8,877,808		1,849,295			12,352		3,764		1,833,179			Commodity Portfolio		Monthly
				$	35,634,068	$	1,371,609		$	47,323	$	21,014	$	1,303,272
	June 30, 2021					For the six months ended June 30, 2021
	% of								Expenses				Net
	Partners’			Fair		Income			Clearing		Professional		Income			Investment		Redemptions
Funds	Capital			Value		(Loss)			Fees		Fees		(Loss)			Objective		Permitted
GSL Master		23.55	%	$	26,756,260	$	30,151,146		$	74,983	$	34,501	$	30,041,662			Commodity Portfolio		Monthly
NL Master		7.82	%		8,877,808		2,461,850			17,408		6,758		2,437,684			Commodity Portfolio		Monthly
				$	35,634,068	$	32,612,996		$	92,391	$	41,259	$	32,479,346

17

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

	December 31, 2020					For the three months ended June 30, 2020
	% of							Expenses				Net
	Partners’			Fair		Income		Clearing		Professional		Income		Investment		Redemptions
Funds	Capital			Value		(Loss)		Fees		Fees		(Loss)		Objective		Permitted
GSL Master (a)		17.23	%	$	14,407,041	$	-	$	-	$	-	$	-		Commodity Portfolio		Monthly
NL Master		3.19	%		2,671,289		(380,570)		3,352		2,948		(386,870)		Commodity Portfolio		Monthly
Aquantum Master		-	%		-		(1,181,870)		63,961		8,258		(1,254,089)		Commodity Portfolio		Monthly
				$	17,078,330	$	(1,562,440)	$	67,313	$	11,206	$	(1,640,959)
	December 31, 2020					For the six months ended June 30, 2020
	% of							Expenses				Net
	Partners’			Fair		Income		Clearing		Professional		Income		Investment		Redemptions
Funds	Capital			Value		(Loss)		Fees		Fees		(Loss)		Objective		Permitted
GSL Master (a)		17.23	%	$	14,407,041	$	-	$	-	$	-	$	-		Commodity Portfolio		Monthly
NL Master		3.19	%		2,671,289		(235,047)		8,660		6,105		(249,812)		Commodity Portfolio		Monthly
Aquantum Master		-	%		-		279,716		163,720		16,470		99,526		Commodity Portfolio		Monthly
				$	17,078,330	$	44,669	$	172,380	$	22,575	$	(150,286)

(a) The Partnership first invested into GSL Master on November 1, 2020.

7. Financial Instrument Risks:

In the normal course of business, the Partnership and the Funds are parties to financial instruments with

off-balance-sheet

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

over-the-counter

(“OTC”). Exchange-traded instruments include futures and certain standardized forward, swap and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. None of the Partnership’s/Funds’ contracts are traded OTC, although contracts may be traded OTC in the future.

Futures Contracts.

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

18

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

London Metal Exchange Forward Contracts.

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

Options.

The Partnership and the Funds may purchase and write (sell) both exchange-listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Partnership/Funds write an option, the premium received is recorded as a liability in the Partnership’s/Funds’ Statements of Financial Condition and

marked-to-market

daily. When the Partnership/Funds purchase an option, the premium paid is recorded as an asset in the Partnership’s/Funds’ Statements of Financial Condition and

marked-to-market

daily. Net realized gains (losses) and net change in unrealized gains (losses) on option contracts are included in the Partnership’s/Funds’ Statements of Income and Expenses.

As both a buyer and seller of options, the Partnership/Funds pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/Funds to potentially unlimited liability; for purchased options, the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Funds do not consider these contracts to be guarantees.

Futures-Style Options

. The Partnership and the Funds may trade futures-style option contracts. Unlike traditional option contracts, the premiums for futures-style option contracts are not received or paid upon the onset of the trade. The premiums are recognized and received or paid as part of the sales price when the contract is closed. Similar to a futures contract, variation margin for the futures-style option contract may be made or received by the Partnership/Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership/Funds. Transactions in futures-style option contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Futures-style option contracts are presented as part of “Net unrealized appreciation on open futures contracts” or “Net unrealized depreciation on open futures contracts,” as applicable, in the Partnership’s/Funds’ Statements of Financial Condition. Net realized gains (losses) and net change in unrealized gains (losses) on futures-style option contracts are included in the Partnership’s/Funds’ Statements of Income and Expenses.

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

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

exchange-traded

instruments is reduced to the extent that, through MS&Co. or an MS&Co. affiliate, the Partnership’s/Funds’ counterparty is an exchange or clearing organization.

19

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

The General Partner/Trading Manager monitors and attempts to mitigate the Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems and, accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject. These monitoring systems generally allow the General Partner/Trading Manager to statistically analyze actual trading results with

risk-adjusted

performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.

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

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

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

The outbreak of the novel coronavirus in many countries is having and will likely continue to have an adverse impact on global commercial activity, which has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have been identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel. These actions are creating disruption in supply chains, and adversely impacting a number of industries, including but not limited to transportation, hospitality, and entertainment.

The impact of

COVID-19

on the U.S. and world economies, and the extent of and effectiveness of any responses taken on a national and local level, is uncertain and could result in a world-wide economic downturn and disrupt financial markets that impact trading programs in unanticipated and unintended ways.

The rapid development of this situation precludes any prediction as to the ultimate adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Partnership’s/Funds’ investments and operations.

8. Subsequent Events:

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

20

Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

.

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) redemptions receivable from the Funds, (iii) equity in trading account, consisting of unrestricted cash, restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and options purchased at fair value, if applicable, and (iv) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments and investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the second quarter of 2021.

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

Other than the risks inherent in commodity futures, forwards, options and swaps trading, and U.S. Treasury bills and money market mutual fund securities, the General Partner/Trading Manager knows of no trends, demands, commitments, events or uncertainties which will result in or which are reasonably likely to result in the Partnership’s/Funds’ liquidity increasing or decreasing in any material way.

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

For the six months ended June 30, 2021, Partnership capital increased 35.8% from $83,639,436 to $113,580,528. This increase was attributable to subscriptions of 1,874.1270 Class A limited partner Redeemable Units totaling $3,517,560, subscriptions of 109.7220 Class Z limited partner Redeemable Units totaling $175,000 and net income of $35,172,496 which was partially offset by redemptions of 4,685.7600 Class A limited partner Redeemable Units totaling $8,783,964 and redemptions of 87.9390 Class Z General Partner Redeemable Units totaling $140,000. Future redemptions can impact the amount of funds available for direct investments and investment in the Funds in subsequent periods.

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

Off-Balance

Sheet Arrangements and Contractual Obligations

The Partnership does not have any

off-balance

sheet arrangements, nor does it have contractual obligations or commercial commitments to make future payments, that would affect its liquidity or capital resources.

Critical Accounting Policies

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

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

21

Results of Operations

During the Partnership’s second quarter of 2021, the net asset value per Redeemable Unit for Class A increased 5.7% from $1,960.69 to $2,071.90 as compared to a decrease of 0.5% in the second quarter of 2020. During the Partnership’s second quarter of 2021, the net asset value per Redeemable Unit for Class D increased 5.7% from $1,554.80 to $1,642.98 as compared to a decrease of 0.2% in the second quarter of 2020. During the Partnership’s second quarter of 2021, the net asset value per Redeemable Unit for Class Z increased 5.9% from $1,586.48 to $1,679.83 as compared to a decrease of 0.0% in the second quarter of 2020. The Partnership experienced a net trading gain before fees and expenses during the second quarter of 2021 of $8,853,961. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in energy, metals and softs and were partially offset by losses in currencies, grains and livestock. The Partnership experienced a net trading gain before fees and expenses during the second quarter of 2020 of $920,897. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in energy, grains and metals and were partially offset by losses in currencies, livestock and softs.

The most notable gains were achieved within the energy sector during April, May and June from long futures positions in crude oil, natural gas, and European carbon emissions as prices trended higher on an outlook for growing global energy demand. Within the metals sector, gains were recorded during April and May from long positions in gold and copper futures as prices advanced on a weakening U.S. dollar and diminishing global inventories. Additional gains were experienced from long positions in coffee futures during April and May as drought conditions threatened South American coffee harvests. The Partnership’s gains for the quarter were partially offset by losses within the livestock sector during May from short positions in lean hog futures as prices surged higher in anticipation of strong summer pork consumption demand. Within the grains markets, losses were recorded during April from short positions in wheat futures as prices rallied as industry reports indicated a decline in U.S. farm acreage dedicated to grain crops.

During the Partnership’s six months ended June 30, 2021, the net asset value per Redeemable Unit for Class A increased 42.7% from $1,451.82 to $2,071.90 as compared to an increase of 1.8% during the six months ended June 30, 2020. During the Partnership’s six months ended June 30, 2021, the net asset value per Redeemable Unit for Class D increased 42.7% from $1,151.27 to $1,642.98 as compared to an increase of 2.5% during the six months ended June 30, 2020. During the Partnership’s six months ended June 30, 2021, the net asset value per Redeemable Unit for Class Z increased 43.3% from $1,172.43 to $1,679.83 as compared to an increase of 2.9% during the six months ended June 30, 2020. The Partnership experienced a net trading gain before fees and expenses for the six months ended June 30, 2021 of $45,870,844. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in energy, grains, metals and softs and were partially offset by losses in currencies and livestock. The Partnership experienced a net trading gain before fees and expenses for the six months ended June 30, 2020 of $5,152,462. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in energy and grains and were partially offset by losses in currencies, livestock, metals and softs.

The most notable gains were experienced during February from long positions in U.S. electrical power futures as extreme cold weather severely impacted parts of the U.S., driving power futures prices dramatically higher. Additional gains in this sector were recorded during April, May and June from long futures positions in crude oil, natural gas, and European carbon emissions. Within the metals sector, gains were recorded during February, April, and May from long positions in copper futures as the outlook for global industrial growth boosted industrial metals prices. Further gains in the metals markets were recorded during April and May from long positions in gold futures. During February and April, further gains were achieved within the soft commodities from long positions in coffee futures as prices advanced amid reports of weaker-than-normal harvests in South America. Gains within the grains markets were achieved throughout the first quarter primarily from long positions in corn futures as strong consumer demand and supply constraints pushed prices higher. The Partnership’s overall trading gains for the first six months of the year were partially offset by losses within the livestock markets during a majority of the first and second quarters from short positions in lean hog futures as prices surged higher amid sign of strong demand for U.S. pork.

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

22

Interest income on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of the Funds’) brokerage account during each month is earned at a rate equal to the monthly average of the

4-week

U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s and/or the Funds’ 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 income earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Interest income earned for the three and six months ended June 30, 2021 decreased by $17,639 and $250,982, respectively, as compared to the corresponding periods in 2020. The decrease in interest income was primarily due to lower interest rates during the three and six months ended June 30, 2021 as compared to the corresponding periods 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 and/or the applicable Funds’ accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds or MS&Co. has control.

Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three and six months ended June 30, 2021 increased by $116,385 and $134,557, 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 direct trades made by the Partnership during the three and six months ended June 30, 2021 as compared to the corresponding periods in 2020.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value of Class A Redeemable Units and Class D Redeemable Units as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three and six months ended June 30, 2021 decreased by $218,015 and $470,108, respectively, as compared to the corresponding periods in 2020. This decrease was due to a reduction in the ongoing selling agent fee rate to 1/12 of 0.75% for Class A Redeemable Units effective January 1, 2021.

Management fees are calculated as a percentage of the Partnership’s adjusted net assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Management fees for the three and six months ended June 30, 2021 decreased by $30,256 and $84,488, respectively, as compared to the corresponding periods in 2020. This decrease was due to lower average management fee rates during the three and six months ended June 30, 2021 as compared to the corresponding periods in 2020.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership including, among other things, (i) selecting, appointing and terminating the Partnership’s commodity trading advisors, (ii) allocating and reallocating the Partnership’s assets among the commodity trading advisors and (iii) monitoring the activities of the commodity trading advisors. These fees are calculated as a percentage of the Partnership’s adjusted net assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. General Partner fees for the three and six months ended June 30, 2021 increased by $56,783 and $85,246, respectively, as compared to the corresponding periods in 2020. This increase was due to higher average net assets during the three and six months ended June 30, 2021 as compared to the corresponding periods in 2020.

Incentive fees are based on the Net Trading Profits (as defined in the respective management agreements between the Partnership, the General Partner and each Advisor) generated by each Advisor at the end of each quarter, half year or year, as applicable. Trading performance for the three and six months ended June 30, 2021 resulted in incentive fees of $1,545,559 and $8,347,805, respectively. Trading performance for the three and six months ended June 30, 2020 resulted in incentive fees of $72,885 and $1,026,416, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid incentive fees until such Advisor recovers any net loss incurred and earns additional new trading profits for the Partnership.

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

23

As of June 30, 2021 and March 31, 2021, the Partnership’s assets were allocated among the Advisors in the following approximate percentages:

Advisor	June 30, 2021		June 30, 2021 (percentage of     Partners’ Capital)		March 31, 2021		March 31, 2021 (percentage of     Partners’ Capital)
Millburn	$	28,569,285		25%	$	27,721,122		26%
Ospraie		24,083,937		21%		21,871,050		21%
Pan		19,228,071		17%		17,058,179		16%
Northlander		8,604,574		8%		4,250,027		4%
Geosol		20,937,316		18%		21,514,926		20%
Unallocated		12,157,345		11%		14,322,766		13%

For additional disclosures about operational and financial risk related to the

COVID-19

outbreak, refer to Part II, Item 5. “Other Information.” in this Form

10-Q.

24

Item 3.  

Quantitative and Qualitative Disclosures about Market Risk

.

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

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

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

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

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

The following quantitative disclosures regarding the Partnership’s/Funds’ market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

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

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

“Value at Risk” is a measure of the maximum amount which the Partnership/Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Funds’ speculative trading and the recurrence in the markets traded by the Partnership/Funds of market movements far exceeding expectations could result in actual trading or

non-trading

losses far beyond the indicated Value at Risk or the Partnership’s/Funds’ experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s/Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s/Funds’ attempts to manage their market risk.

Exchange margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in

95%-99%

of any

one-day

interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term

one-day

price fluctuation.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. Northlander and Geosol trade, and prior to its termination on December 31, 2020, Aquantum traded, the Partnership’s assets indirectly in master fund managed accounts established in the name of the master funds over which they have or had been granted limited authority to make trading decisions. Millburn, Ospraie and Pan directly trade managed accounts in the name of the Partnership. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e in the managed accounts in the Partnership’s name traded by certain Advisors) and indirectly by each Fund separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form

10-K

for the year ended December 31, 2020.

25

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of June 30, 2021. As of June 30, 2021, the Partnership’s total capitalization was $113,580,528.

June 30, 2021

Market Sector	Value at Risk		% of Total   Capitalization
Currencies	$	39,490		0.03	%
Energy		4,072,739		3.59
Grains		859,273		0.76
Livestock		63,718		0.06
Metals		1,153,257		1.01
Softs		575,612		0.51
Total	$	6,764,089		5.96	%

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of December 31, 2020. As of December 31, 2020, the Partnership’s total capitalization was $83,639,436.

December 31, 2020

Market Sector	Value at Risk		% of Total   Capitalization
Currencies	$	2,970		0.00	* %
Energy		5,401,797		6.46
Grains		836,546		1.00
Livestock		92,931		0.11
Metals		1,778,095		2.13
Softs		454,271		0.54
Total	$	8,566,610		10.24	%

* Due to rounding.

The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investment in the Funds as of June 30, 2021 and December 31, 2020, and the highest, lowest and average values during the three months ended June 30, 2021 and the twelve months ended December 31, 2020. All open contracts trading risk exposures have been included in calculating the figures set forth below.

26

As of June 30, 2021 and December 31, 2020, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:

June 30, 2021

						Three Months Ended June 30, 2021
Market Sector	Value at Risk		% of Total   Capitalization			High   Value at Risk		Low   Value at Risk		Average Value at Risk *
Currencies	$	39,490		0.03	%	$	39,490	$	-	$	11,668
Energy		2,459,025		2.17			5,573,677		2,350,389		3,477,062
Grains		859,273		0.76			1,803,095		309,656		1,067,396
Livestock		63,718		0.06			551,166		32,615		309,170
Metals		1,153,257		1.02			2,097,693		679,581		1,224,689
Softs		575,612		0.51			1,081,837		475,665		800,532
Total	$	5,150,375		4.55	%

* Average of daily Values at Risk.

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	$	2,970		0.00	** %	$	187,110	$	-	$	67,616
Energy		4,858,983		5.81			7,529,589		2,795,788		4,664,387
Grains		836,546		1.00			909,093		224,559		538,914
Livestock		92,931		0.11			2,310,147		34,155		471,662
Metals		1,778,095		2.13			4,154,439		772,122		2,042,098
Softs		454,271		0.54			2,102,795		283,943		947,726
Total	$	8,023,796		9.59	%

* Annual average of daily Values at Risk.

** Due to rounding.

As of June 30, 2021, GSL Master’s total capitalization was $26,755,863, and the Partnership owned 100% of GSL Master. As of June 30, 2021, GSL Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to GSL Master for trading) was as follows:

June 30, 2021

						Three Months Ended June 30, 2021
Market Sector	Value at Risk		% of Total   Capitalization			High   Value at Risk		Low   Value at Risk		Average   Value at Risk *
Energy	$	508,241		1.90	%	$	4,098,617	$	78,172	$	996,209
Total	$	508,241		1.90	%

* Average of daily Values at Risk.

27

As of December 31, 2020, GSL Master’s total capitalization was $14,406,128, and the Partnership owned 100% of GSL Master. As of December 31, 2020, GSL Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to GSL Master for trading) was as follows:

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 **
Energy	$	249,003		1.73	%	$	500,744	$	27,781	$	213,814
Total	$	249,003		1.73	%

* From November 1, 2020, commencement of operations for GSL Master, through December 31, 2020.

** Annual average of daily Values at Risk.

As of June 30, 2021, NL Master’s total capitalization was $29,527,381, and the Partnership owned approximately 30.1% of NL Master. As of June 30, 2021, NL Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to NL Master for trading) was as follows:

June 30, 2021

						Three Months Ended June 30, 2021
Market Sector	Value at Risk		% of Total   Capitalization			High   Value at Risk		Low   Value at Risk		Average   Value at Risk *
Energy	$	3,672,669		12.44	%	$	3,672,669	$	670,621	$	2,375,168
Total	$	3,672,669		12.44	%

* Average of daily Values at Risk.

As of December 31, 2020, NL Master’s total capitalization was $14,337,973, and the Partnership owned approximately 18.6% of NL Master. As of December 31, 2020, NL Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to NL Master for trading) was as follows:

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 *
Energy	$	1,579,543		11.02	%	$	1,579,543	$	74,383	$	443,187
Total	$	1,579,543		11.02	%

* Annual average of daily Values at Risk.

28

Item 4. 

Controls and Procedures

.

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

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

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules

13a-15(e)

and

15d-15(e)

under the Exchange Act) as of June 30, 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’s

internal control over financial reporting

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

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

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

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

There were no changes in the Partnership’s

internal control over financial reporting

process during the fiscal quarter ended June 30, 2021 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

29

PART II. OTHER INFORMATION

Item 1. 

Legal Proceedings

.

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

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

MS&Co. is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC

10-K

filings for 2020, 2019, 2018, 2017, 2016 and 2015. In addition, MS&Co. annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at

www.morganstanley.com

. We refer you to the Commitments, Guarantees and Contingencies – Legal section of MS&Co.’s 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):

30

Regulatory and Governmental Matters.

On April 21, 2015, the Chicago Board Options Exchange, Incorporated (CBOE) and the CBOE Futures Exchange, LLC (CFE) filed statements of charges against MS&Co. in connection with trading by one of MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of the November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7, Sections 9(a) and 10(b) of the Exchange Act and Rule

10b-5

thereunder. CFE alleged that MS&Co. violated CFE Rules 608, 609 and 620. The matters were resolved on July 12, 2016 and June 28, 2016, respectively, without any findings of fraud. Pursuant to the settlements, MS&Co. was required to pay a $750,000 penalty to the CBOE (for which MS&Co. and an individual were jointly and severally liable) and a $400,000 penalty to the CFE (for which MS&Co. and an individual were jointly and severally liable) and $152,664 in disgorgement.

On December 20, 2016, MS&Co. consented to and became the subject of an order by the SEC in connection with allegations that MS&Co. willfully violated Sections 15(c)(3) and 17(a)(1) of the Exchange Act and Rules

15c3-3(e),

17a-5(a),

and

17a-5(d)

thereunder, by inaccurately calculating its Reserve Account requirement under Rule

15c3-3

by including margin loans to an affiliate in its calculations, which resulted in making inaccurate records and submitting inaccurate reports to the SEC. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. consented to a cease and desist order, a censure, and a civil monetary penalty of $7.5 million.

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.

31

Civil Litigation

On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. and other defendants in the Circuit Court of the State of Illinois, styled

Federal Home Loan Bank of

 Chicago

 v.

 Bank of America Funding Corporation

 et al.

A corrected amended complaint was filed on April 8, 2011, which alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by MS&Co. at issue in the action was approximately $203 million. The complaint seeks, among other things, to rescind the plaintiff’s purchase of such certificates. The defendants filed a motion to dismiss the corrected amended complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. On January 18, 2017, the court entered an order dismissing all claims related to an additional securitization at issue. After those dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $65 million. At December 25, 2019, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $35 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $35 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus

pre-

and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On May 17, 2013, plaintiff in

IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al.

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

pre-

and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

In August of 2017, MS&Co. was named as a defendant in a purported antitrust class action in the United States District Court for the United States District Court for the Southern District of New York styled

Iowa Public Employees’ Retirement System et al. v. Bank of America Corporation et al.

Plaintiffs allege, inter alia, that MS&Co., together with a number of other financial institution defendants, violated U.S. antitrust laws and New York state law in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for securities lending.

32

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.

Settled Civil Litigation

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled

Federal Home Loan Bank of Seattle v. Morgan Stanley

 & Co. Inc., et al.

 The amended complaint, filed on September 28, 2010, alleged that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raised claims under the Washington State Securities Act and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 23, 2017, the parties reached an agreement to settle the litigation.

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled

China

Development Industrial Bank v. Morgan Stanley

 & Co. Incorporated et al.

, which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint related to a $275 million credit default swap (“CDS”) referencing the super senior portion of the STACK

2006-1

CDO. The complaint asserted claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that MS&Co. misrepresented the risks of the STACK

2006-1

CDO to CDIB, and that MS&Co knew that the assets backing the CDO were of poor quality when it entered into the CDS with CDIB. On March 22, 2021, the parties entered into a settlement agreement. On April 16, 2021, the court entered a stipulation of voluntary discontinuance, with prejudice.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled

Federal Home Loan Bank of San

 Francisco

 v. Deutsche Bank Securities Inc.

 et al.

An amended complaint, filed on June 10, 2010, alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raised claims under both the federal securities laws and California law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On December 21, 2016, the parties reached an agreement to settle the litigation.

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled

Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al.

An amended complaint was filed on June 29, 2012 and alleged that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $385 million. The amended complaint raised claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with

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respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. On July 13, 2018, the parties reached an agreement in principle to settle the litigation.

On May 3, 2013, plaintiffs in

Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al.

filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleged that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $634 million. The complaint alleged causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and sought, among other things, compensatory and punitive damages. On June 26, 2018, the parties entered into an agreement to settle the litigation.

On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. in California state court styled

California v. Morgan Stanley, et al.

, on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleged that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV, and asserted violations of the California False Claims Act and other state laws and sought treble damages, civil penalties, disgorgement, and injunctive relief. On April 24, 2019, the parties reached an agreement to settle the litigation.

Beginning on March 25, 2019, MS&Co. was named as a defendant in a series of putative class action complaints filed in the Southern District of NY, the first of which is styled

Alaska Electrical Pension Fund v. BofA Secs., Inc., et al

. Each complaint alleged a conspiracy to fix prices and restrain competition in the market for unsecured bonds issued by the following Government-Sponsored Enterprises: the Federal National Mortgage Association; the Federal Home Loan Mortgage Corporation; the Federal Farm Credit Banks Funding Corporation; and the Federal Home Loan Banks. The purported class period for each suit is from January 1, 2012 to June 1, 2018. Each complaint raised a claim under Section 1 of the Sherman Act and sought, among other things, injunctive relief and treble compensatory damages. On May 23, 2019, plaintiffs filed a consolidated amended class action complaint styled

In re GSE Bonds Antitrust Litigation

, with a purported class period from January 1, 2009 to January 1, 2016. On June 13, 2019, the defendants filed a joint motion to dismiss the consolidated amended complaint. On August 29, 2019, the court denied MS&Co.’s motion to dismiss. On December 15, 2019, MS&Co. and certain other defendants entered into a stipulation of settlement to resolve the action as against each of them in its entirety. On June 16, 2020, the court granted final approval of the settlement.

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

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Item 1A. 

Risk Factors

.

There have been no material changes to the risk factors set forth under Part I, Item 1A. “

Risk Factors

.” in the Partnership’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2020 and under Part II, Item 1A. “

Risk Factors

.” in the Partnership’s Quarterly Report on Form

10-Q

for the quarter ended March 31, 2021.

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

.

For the three months ended June 30, 2021, there were subscriptions of 1,090.6670 Class A Redeemable Units totaling $2,190,000 and 109.7220 Class Z Redeemable Units totaling $175,000. Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. The Redeemable Units are purchased by accredited investors, as described in Regulation D. In determining the applicability of the exemption, the General Partner relies on the fact that the Redeemable Units are purchased by accredited investors in a private offering.

Proceeds from the sale of Redeemable Units are used in the trading of commodity interests including futures, option and forward contracts and any other interests pertaining thereto, including interest in commodity pools.

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

Period	Class A (a) Total Number of Redeemable Units Purchased *	Class A (b) Average Price Paid per Redeemable Unit **	(c) Total Number of Redeemable Units Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Redeemable Units that May Yet be Purchased Under the Plans or Programs
April 1, 2021 - April 30, 2021	267.8060	$                   2,008.03	N/A	N/A
May 1, 2021 - May 31, 2021	427.0780	$                   2,033.62	N/A	N/A
June 1, 2021 - June 30, 2021	105.7540	$                   2,071.90	N/A	N/A
	800.6380	$                   2,030.12

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

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

Item 3. 

Defaults Upon Senior Securities

.

None.

Item 4. 

Mine Safety Disclosures

.

Not Applicable.

Item 5. 

Other Information

.

Certain impacts to public health conditions particular to the coronavirus

(COVID-19)

outbreak that occurred after December 31, 2020 could impact the operations and financial performance of the Partnership’s investments subsequent to June 30, 2021. The extent of the impact to the financial performance of the Partnership’s 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’s investments is impacted because of these factors for an extended period, the Partnership’s performance may be adversely affected.

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Item 6.   

Exhibits

.

31.1	Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).
31.2	Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director) (filed herewith).
32.1	Section 1350 Certification (Certification of President and Director) (filed herewith).
32.2	Section 1350 Certification (Certification of Chief Financial Officer and Director) (filed herewith).

101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
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 the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CERES TACTICAL COMMODITY L.P.
By:	Ceres Managed Futures LLC
	(General Partner)
By:	/s/ Patrick T. Egan
	Patrick T. Egan
	President and Director
Date:	August 11, 2021
By:	/s/ Steven Ross
	Steven Ross
	Chief Financial Officer and Director
	(Principal Accounting Officer)
Date:	August 11, 2021

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

37