Meritage Futures Fund L.P. - FORM 10-Q

Meritage Futures Fund L.P. - FORM 10-Q - May 13, 2015

Attached files

Attached files

Meritage Futures Fund L.P. Reports

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EXCEL - IDEA: XBRL DOCUMENT - Meritage Futures Fund L.P.	Financial_Report.xls
EX-32.01 - EX-32.01 - Meritage Futures Fund L.P.	d904855dex3201.htm
EX-31.02 - EX-31.02 - Meritage Futures Fund L.P.	d904855dex3102.htm
EX-32.02 - EX-32.02 - Meritage Futures Fund L.P.	d904855dex3202.htm
EX-31.01 - EX-31.01 - Meritage Futures Fund L.P.	d904855dex3101.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2015

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-53113

MERITAGE FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)

Delaware

20-8529352

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)


Ceres Managed Futures LLC
522 Fifth Avenue
New York, NY		10036
(Address of principal executive offices)		(Zip Code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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 March 31, 2015, 15,447.529 Limited Partnership Class A Units were outstanding, 1,784.501 Limited Partnership Class B Units were outstanding, 770.786 Limited Partnership Class C Units were outstanding, and 193.562 Limited Partnership Class Z Units were outstanding.

MERITAGE FUTURES FUND L.P.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

March 31, 2015


	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Statements of Financial Condition as of March 31, 2015 and December 31, 2014	2

	Statements of Income and Expenses for the Three Months Ended March 31, 2015 and 2014	3

	Statements of Changes in Partners’ Capital for the Three Months Ended March 31, 2015 and 2014	4

	Notes to Financial Statements	5-15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16-19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19-32

Item 4.	Controls and Procedures	32

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	33-39

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Securities and Use of Proceeds	40-41

Item 4.	Mine Safety Disclosures	41

Item 6.	Exhibits	41-42

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

MERITAGE FUTURES FUND L.P.

STATEMENTS OF FINANCIAL CONDITION


	March 31, 2015 (Unaudited)		December 31, 2014
	$		$
ASSETS

Investments in Affiliated Trading Companies:
Investment in Boronia I, LLC		6,744,225		4,740,671
Investment in Augustus I, LLC		3,645,924		2,735,812
Investment in BHM I, LLC		2,218,730		2,796,732
Investment in TT II, LLC		2,147,682		2,233,568
Investment in Altis I, LLC		2,084,244		2,202,861
Investment in Aspect I, LLC		1,595,945		1,561,147


Total Investments in Affiliated Trading Companies, at fair value (cost $16,816,851 and $15,253,383, respectively)		18,436,750		16,270,791

Receivable from Affiliated Trading Companies		—		2,251,309


Total Assets		18,436,750		18,522,100


LIABILITIES AND PARTNERS’ CAPITAL

Liabilities:

Redemptions payable		352,300		190,791
Redemptions payable to affiliates		—		57,634


Total Liabilities		352,300		248,425


Partners’ Capital:
Class A (15,447.529 and 15,904.741 Units, respectively)		15,215,998		15,365,368
Class B (1,784.501 and 1,884.501 Units, respectively)		1,826,469		1,889,416
Class C (770.786 and 770.786 Units, respectively)		819,737		801,994
Class Z (193.562 and 193.562 Units, respectively)		222,246		216,897


Total Partners’ Capital		18,084,450		18,273,675


Total Liabilities and Partners’ Capital		18,436,750		18,522,100


NET ASSET VALUE PER UNIT
Class A		985.01		966.09
Class B		1,023.52		1,002.61
Class C		1,063.51		1,040.49
Class Z		1,148.19		1,120.55

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

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MERITAGE FUTURES FUND L.P.

STATEMENTS OF INCOME AND EXPENSES

(Unaudited)


	For the Three Months Ended March 31,
	2015			2014
	$			$

EXPENSES
Ongoing Placement Agent fees		86,748			97,465
General Partner fees		46,146			52,383
Administrative fees		18,459			20,953


Total Expenses		151,353			170,801


NET INVESTMENT LOSS		(151,353	)		(170,801	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments		(86,171	)		(269,233	)
Net change in unrealized appreciation (depreciation) on investments		602,491			(311,774	)


Total Net Realized and Unrealized Gain (Loss) on Investments		516,320			(581,007	)


NET INCOME (LOSS)		364,967			(751,808	)


NET INCOME (LOSS) ALLOCATION

Class A		302,470			(629,244	)
Class B		39,405			(74,073	)
Class C		17,743			(36,444	)
Class Z		5,349			(12,047	)

NET INCOME (LOSS) PER UNIT*

Class A		18.92			(32.63	)
Class B		20.91			(32.55	)
Class C		23.02			(32.44	)
Class Z		27.64			(32.09	)

	Units			Units
WEIGHTED AVERAGE NUMBER OF UNITS OUTSTANDING

Class A		15,788.136			19,429.217
Class B		1,884.501			2,361.301
Class C		770.786			1,123.476
Class Z		193.562			375.510

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

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

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MERITAGE FUTURES FUND L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

For the Three Months Ended March 31, 2015 and 2014

(Unaudited)


	Class A			Class B			Class C			Class Z			Total
	$			$			$			$			$
Partners’ Capital, December 31, 2014		15,365,368			1,889,416			801,994			216,897			18,273,675

Subscriptions		162,500			—			—			—			162,500

Net Income		302,470			39,405			17,743			5,349			364,967

Redemptions		(614,340	)		(102,352	)		—			—			(716,692	)


Partners’ Capital, March 31, 2015		15,215,998			1,826,469			819,737			222,246			18,084,450


Partners’ Capital, December 31, 2013		17,545,441			2,295,673			1,080,593			385,125			21,306,832

Subscriptions		444,535			—			—			—			444,535

Net Loss		(629,244	)		(74,073	)		(36,444	)		(12,047	)		(751,808	)

Redemptions		(1,475,748	)		(527,659	)		(327,787	)		—			(2,331,194	)


Partners’ Capital, March 31, 2014		15,884,984			1,693,941			716,362			373,078			18,668,365


	Class A			Class B			Class C			Class Z			Total
	Units			Units			Units			Units			Units
Beginning Units, December 31, 2014		15,904.741			1,884.501			770.786			193.562			18,753.590

Subscriptions		164.638			—			—			—			164.638

Redemptions		(621.850	)		(100.000	)		—			—			(721.850	)


Ending Units, March 31, 2015		15,447.529			1,784.501			770.786			193.562			18,196.378


Beginning Units, December 31, 2013		19,452.230			2,464.672			1,123.476			375.510			23,415.888

Subscriptions		493.086			—			—			—			493.086

Redemptions		(1,673.140	)		(580.171	)		(352.690	)		—			(2,606.001	)


Ending Units, March 31, 2014		18,272.176			1,884.501			770.786			375.510			21,302.973

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

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MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2015

(Unaudited)

Organization

Meritage Futures Fund L.P. (the “Partnership”) was formed on February 22, 2007, under the Delaware Revised Uniform Limited Partnership Act, as a multi-advisor commodity pool created to profit from the speculative trading of domestic commodities, and foreign commodity futures contracts, forward contracts, foreign exchange commitments, options on physical commodities and futures contracts, spot (cash) commodities and currencies, exchange of futures contracts for physicals transactions, exchange of physicals for futures contracts transactions, and any rights pertaining thereto (collectively, “Futures Interests”) (refer to Note 5. Financial Instruments of the Trading Companies) through the Partnership’s investments in its affiliated trading companies (each, a “Trading Company” or collectively, the “Trading Companies”). Meritage is one of the partnerships in the Managed Futures Multi-Strategy Profile Series, comprised of Meritage and LV Futures Fund L.P.

The Partnership invests substantially all of its assets in multiple affiliated Trading Companies, each of which allocates substantially all of its assets to the trading program of an unaffiliated commodity trading advisor (each, a “Trading Advisor” or collectively, the “Trading Advisors”) which makes investment decisions for each respective Trading Company.

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

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MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The Trading Companies, their Trading Advisors and their trading system styles for the Partnership at March 31, 2015, are as follows:


Trading Company	Trading Advisor	Trading System Style

Morgan Stanley Smith Barney Altis I, LLC (“Altis I, LLC”)	Altis Partners (Jersey) Limited (“Altis”)	Systematic
Morgan Stanley Smith Barney Aspect I, LLC (“Aspect I, LLC”)	Aspect Capital Limited (“Aspect”)	Systematic
Morgan Stanley Smith Barney Augustus I, LLC (“Augustus I, LLC”)	GAM International Management Limited (“GAM”)	Discretionary
Morgan Stanley Smith Barney BHM I, LLC (“BHM I, LLC”)	Blenheim Capital Management, L.L.C. (“Blenheim”)	Discretionary
Morgan Stanley Smith Barney Boronia I, LLC (“Boronia I, LLC”)	Boronia Capital Pty. Ltd. (“Boronia”)	Systematic
Morgan Stanley Smith Barney TT II, LLC (“TT II, LLC”)	Transtrend B.V. (“Transtrend”)	Systematic

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

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

Units of limited partnership interest (“Units”) of the Partnership are offered in two classes in a private placement pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Depending on the aggregate amount invested in the Partnership, limited partners receive class A or D Units in the Partnership (each, a “Class” and collectively, the “Classes”). Certain limited partners who are not subject to the ongoing placement agent fee are deemed to hold Class Z Units. Ceres received Class Z Units with respect to its investment in the Partnership. As of March 31, 2015 and December 31, 2014, there were no Class D Units outstanding. Class B and Class C Units are no longer being offered to new investors but continue to be offered to existing Class B and Class C investors.

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

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MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Effective January 1, 2015, the monthly management fee paid indirectly by the Partnership to Boronia, the trading advisor of Boronia I, LLC, was reduced from 1/12th of (i) 3.0% (if the beginning net assets is less than or equal to $60 million); (ii) 1.875% (if the beginning net assets is greater than $60 million and less than or equal to $120 million); or (iii) 1.50% (if the beginning net assets is greater than $120 million) based on Boronia I, LLC’s beginning net assets plus additions less withdrawals (as of the beginning of the month) to 1/12th of 1.5% (a 1.5% annual rate) of the net assets allocated to Boronia as of the first day of each month.

Basis of Presentation and Summary of Significant Accounting Policies

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at March 31, 2015 and December 31, 2014 and the results of its operations and changes in partners’ capital for the three months ended March 31, 2015 and 2014. These financial statements present the results of interim periods and do not include all of the 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 December 31, 2014, Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2014. The December 31, 2014 information has been derived from the audited financial statements as of and for the year ended December 31, 2014.

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.

Partnership’s Investments: The Partnership’s investments in affiliated Trading Companies reflected on the Statements of Financial Condition represent the Partnership’s pro rata share of the net asset value of each Trading Company. Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement”, as amended, permits, as a practical expedient, the Partnership to measure the fair value of its investments in affiliated Trading Companies on the basis of the net asset value per share (or its equivalent) if the net asset value per share of such investments is calculated in a manner consistent with the measurement principles of ASC Topic 946, “Financial Services – Investment Companies” as of the Partnership’s reporting date. The net assets of each Trading Company are equal to the total assets of the Trading Company (including, but not limited to, all cash and cash equivalents, accrued interest and amortization of original issue discount, and the fair value of all open Futures Interests and other assets) less all liabilities of the Trading Company (including, but not limited to, brokerage commissions that would be payable upon the closing of open Futures Interests, management fees, incentive fees, and other expenses), determined in accordance with GAAP.

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MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Affiliated Trading Companies’ Investments: The fair value of exchange-traded futures, options and forward contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of non-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as input the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period.

The financial statements of the Partnership have been prepared using the “Fund of Funds” approach and accordingly the Partnership’s pro rata share of all revenue and expenses of the Trading Companies is reflected as net change in unrealized appreciation (depreciation) on investments on the Statements of Income and Expenses. Contributions to and withdrawals from the Trading Companies are recorded on the effective date. Realized gains and losses from withdrawals from the Trading Companies are determined based on specific identification methods. The Partnership maintains sufficient cash balances on hand to satisfy ongoing operating expenses for the Partnership. As of March 31, 2015 and December 31, 2014, the Partnership’s cash balances were zero.

Investment Company Status: The Partnership adopted Accounting Standards Update (“ASU”) 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and based on management’s assessment, the Partnership has been deemed to be an investment company since inception.

Income Taxes: Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. Management has concluded that no provision for income tax is required in the Partnership’s financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2011 through 2014 tax years remain subject to examination by U.S. federal and most state tax authorities. Management does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Net Income (Loss) per Unit: Net income (loss) per Unit is calculated in accordance with investment company guidance. See Note 4. Financial Highlights.

Recent Accounting Pronouncements: In May 2015 the Financial Accounting Standards Board issued ASU 2015-07 “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” which relates to disclosures for investments that calculate net asset value per share (potentially funds of fund structures). The ASU requires investments for which the practical expedient is used to measure fair value at net asset value be removed from the fair value hierarchy. Instead, an entity is required to

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MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

include those investments as a reconciling line item so that the total fair value amount of investments in the disclosure is consistent with the amount on the balance sheet. Further, the ASU requires entities to provide the disclosures in ASC 820-10-50-6A only for investments for which they elect to use the net asset value practical expedient to determine fair value. The standard is effective for public business entities for fiscal years beginning after December 15, 2015, early adoption is permitted. Management is currently evaluating the impact that the new pronouncement would have on the Partnership’s financial statements.

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, 2014.

Related Party Transactions

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

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

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MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Financial Highlights

Financial highlights for each Class of Units for the three months ended March 31, 2015 and 2014 were as follows:


	Class A			Class B			Class C			Class Z

PER UNIT OPERATING PERFORMANCE:
NET ASSET VALUE, JANUARY 1, 2015:	$	966.09		$	1,002.61		$	1,040.49		$	1,120.55


NET OPERATING RESULTS:
Net investment loss		(8.35	)		(7.39	)		(6.35	)		(3.99	)
Net realized/unrealized gain		27.27			28.30			29.37			31.63

Net income		18.92			20.91			23.02			27.64


NET ASSET VALUE, MARCH 31, 2015:	$	985.01		$	1,023.52		$	1,063.51		$	1,148.19


RATIOS TO AVERAGE NET ASSETS:
Net investment loss ^(1) (2)		(3.45	)%		(2.94	)%		(2.43	)%		(1.42	)%
Partnership expenses ^{(1) (2)}		3.45	%		2.94	%		2.43	%		1.42	%

TOTAL RETURN:		1.96	%		2.09	%		2.21	%		2.47	%

PER UNIT OPERATING PERFORMANCE:
NET ASSET VALUE, JANUARY 1, 2014:	$	901.98		$	931.43		$	961.83		$	1,025.61


NET OPERATING RESULTS:
Net investment loss		(7.58	)		(6.69	)		(5.71	)		(3.56	)
Net realized/unrealized loss		(25.05	)		(25.86	)		(26.73	)		(28.53	)

Net loss		(32.63	)		(32.55	)		(32.44	)		(32.09	)


NET ASSET VALUE, MARCH 31, 2014:	$	869.35		$	898.88		$	929.39		$	993.52


RATIOS TO AVERAGE NET ASSETS:
Net investment loss ^{(1) (2)}		(3.45	)%		(2.94	)%		(2.43	)%		(1.42	)%
Partnership expenses ^{(1) (2)}		3.45	%		2.94	%		2.43	%		1.42	%

TOTAL RETURN:		(3.62	)%		(3.49	)%		(3.37	)%		(3.13	)%

⁽¹⁾	Annualized

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

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MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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 each Class of Units using share of income, expenses and average net assets of the Partnership and excludes the income and expenses of the Trading Companies.

Financial Instruments of the Trading Companies

The Trading Advisors trade Futures Interests on behalf of the Trading Companies. Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price. Futures Interests are open commitments until the settlement date, at which time they are realized. They are valued at fair value, generally on a daily basis, and the unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the Trading Companies’ Statements of Financial Condition as net unrealized gain or loss on open contracts. The resulting net change in unrealized gains and losses is reflected in the net change in unrealized trading profit (loss) from one period to the next on the Trading Companies’ Statements of Income and Expenses. Risk arises from changes in the value of these contracts and the potential inability of counterparties to perform under the terms of the contracts. There are numerous factors which may significantly influence the fair value of these contracts, including interest rate volatility.

The Trading Companies may buy or write put and call options through listed exchanges and the over-the-counter market. The buyer of an option has the right to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of specific Futures Interests on the underlying asset at a specified price prior to or on a specified expiration date. The writer of an option is exposed to the risk of loss if the fair value of the Futures Interests on the underlying asset declines (in the case of a put option) or increases (in the case of a call option). The writer of an option can never profit by more than the premium paid by the buyer but can potentially lose an unlimited amount.

Premiums received/premiums paid from writing/purchasing options are recorded as liabilities/assets on the Trading Companies’ Statements of Financial Condition. The difference between the fair value of an option and the premiums received/premiums paid is treated as an unrealized gain or loss within the Trading Companies’ Statements of Income and Expenses.

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

The futures, forwards and options traded by the Trading Advisors on behalf of the Trading Companies involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Trading Companies’ open positions, and

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MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

consequently in their earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency options contracts are settled on an agreed-upon settlement date. However, the Trading Companies are required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Trading Companies’ accounts with the counterparty.

Fair Value Measurements

Financial instruments are carried at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified and disclosed in the following three levels: Level 1 – unadjusted quoted market prices in active markets for identical assets and liabilities; Level 2 – if the Partnership has the ability to redeem its investment in a Trading Company at the net asset value per share (or its equivalent) at the measurement date or within the near term and there are no other liquidity restrictions, the Partnership’s investment in the Trading Company is considered Level 2; and Level 3 – any investment in a Trading Company that is currently subject to liquidity restrictions that will not be lifted in the near term is considered Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of the factors specific to the investment.

Transfers between levels are recognized at the end of the reporting period. During the three months ended March 31, 2015, and the twelve months ended December 31, 2014, there were no Level 3 assets and liabilities, and there were no transfers of assets or liabilities between Level 1 and Level 2.

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

March 31, 2015


Assets	Level 1		Level 2		Level 3		Total
			$				$
Investment in Boronia I, LLC		—		6,744,225		—		6,744,225
Investment in Augustus I, LLC		—		3,645,924		—		3,645,924
Investment in BHM I, LLC		—		2,218,730		—		2,218,730
Investment in TT II, LLC		—		2,147,682		—		2,147,682
Investment in Altis I, LLC		—		2,084,244		—		2,084,244
Investment in Aspect I, LLC		—		1,595,945		—		1,595,945

- 12 -

MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 2014


Assets	Level 1		Level 2		Level 3		Total
			$				$
Investment in Boronia I, LLC		—		4,740,671		—		4,740,671
Investment in BHM I, LLC		—		2,796,732		—		2,796,732
Investment in Augustus I, LLC		—		2,735,812		—		2,735,812
Investment in TT II, LLC		—		2,233,568		—		2,233,568
Investment in Altis I, LLC		—		2,202,861		—		2,202,861
Investment in Aspect I, LLC		—		1,561,147		—		1,561,147

At March 31, 2015, the Partnership’s investment in the Trading Companies represented approximately: BHM I, LLC 12.00%; Boronia I, LLC 36.60%; TT II, LLC 11.65%; Altis I, LLC 11.30%; Augustus I, LLC 19.80%; and Aspect I, LLC 8.65% of the total investments of the Partnership, respectively.

At December 31, 2014, the Partnership’s investment in the Trading Companies represented approximately: TT II, LLC 13.70%; Aspect I, LLC 9.60%; BHM I, LLC 17.20%; Altis I, LLC 13.55%; Boronia I, LLC 29.15%; and Augustus I, LLC 16.80% of the total investments of the Partnership, respectively.

The performance of the Partnership is directly affected by the performance of the Trading Companies.

The tables below represent summarized Income Statement information for the Trading Companies that the Partnership invests in for the three months ended March 31, 2015 and 2014, respectively, in accordance with Rule 3-09 of Regulation S-X:


For the Three Months Ended March 31, 2015	Investment Income/(Loss)		Net Investment Loss			Total Trading Results			Net Income (Loss)
	$		$			$			$
Boronia I, LLC		—		(2,065,567	)		5,688,428			3,622,861
BHM I, LLC		—		(1,348,364	)		(20,958,115	)		(22,306,479	)
Augustus I, LLC		—		(98,431	)		540,679			442,248
TT II, LLC		—		(8,583,013	)		35,620,187			27,037,174
Altis I, LLC		—		(75,782	)		1,919,810			1,844,028
Aspect I, LLC		—		(311,678	)		1,343,697			1,032,019

- 13 -

MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


For the Three Months Ended March 31, 2014	Investment Income/(Loss)		Net Investment Loss			Total Trading Results			Net Income (Loss)
	$		$			$			$
Altis I, LLC		—		(99,083	)		(2,116,778	)		(2,215,861	)
BHM I, LLC		—		(1,587,015	)		15,615,536			14,028,521
Morgan Stanley Smith Barney Kaiser I, LLC (“Kaiser I, LLC”)		—		(509,701	)		(6,943,118	)		(7,452,819	)

Summarized information reflecting the Partnership’s investment in, and the Partnership’s pro rata share of the results of operations of the Trading Companies as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and 2014 is shown in the following tables.


	March 31, 2015				For the three months ended March 31, 2015
	% of Partnership’s Partners’ Capital		Fair Value		Partnership’s pro rata share of Net Income (Loss)			Partnership’s pro rata share of Management Fees		Partnership’s pro rata share of Incentive Fees		Partnership’s pro rata share of Administrative Fees		Investment Objective		Redemption Permitted
	%		$		$			$		$		$
Boronia I, LLC		37.3		6,744,225		203,748			24,688		50,937		5,761		Commodity Portfolio		Monthly
BHM I, LLC		12.3		2,218,730		(246,891	)		12,563		—		2,199		Commodity Portfolio		Monthly
Augustus I, LLC		20.2		3,645,924		103,780			13,578		6,399		3,168		Commodity Portfolio		Monthly
TT II, LLC		11.9		2,147,682		126,808			6,622		31,702		1,854		Commodity Portfolio		Monthly
Altis I, LLC		11.5		2,084,244		208,976			6,403		4,733		1,793		Commodity Portfolio		Monthly
Aspect I, LLC		8.8		1,595,945		119,901			5,712		29,975		1,333		Commodity Portfolio		Monthly

- 14 -

MERITAGE FUTURES FUND L.P.

NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


	December 31, 2014				For the three months ended March 31, 2014
	% of Partnership’s Partners’ Capital		Fair Value		Partnership’s pro rata share of Net Income (Loss)			Partnership’s pro rata share of Management Fees		Partnership’s pro rata share of Incentive Fees		Partnership’s pro rata share of Administrative Fees		Investment Objective		Redemption Permitted
	%		$		$			$		$		$
Boronia I, LLC		25.9		4,740,671		(4,885	)		12,328		—		2,301		Commodity Portfolio		Monthly
BHM I, LLC		15.3		2,796,732		182,623			19,660		—		3,440		Commodity Portfolio		Monthly
Augustus I, LLC		15.0		2,735,812		18,432			7,372		—		1,720		Commodity Portfolio		Monthly
TT II, LLC		12.2		2,233,568		(45,565	)		7,897		—		2,211		Commodity Portfolio		Monthly
Altis I, LLC		12.1		2,202,861		(220,019	)		7,342		—		2,056		Commodity Portfolio		Monthly
Aspect I, LLC		8.5		1,561,147		(90,527	)		6,043		—		1,410		Commodity Portfolio		Monthly
Kaiser I, LLC		—		—		(298,535	)		10,073		—		1,763		Commodity Portfolio		Monthly
Morgan Stanley Smith Barney Rotella I, LLC		—		—		(86,761	)		4,887		59		1,711		Commodity Portfolio		Monthly
Morgan Stanley Smith Barney WNT I, LLC		—		—		(35,771	)		7,165		41		1,972		Commodity Portfolio		Monthly

Subsequent Events

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

- 15 -

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of March 31, 2015, the percentage of assets allocated to each market sector was approximately as follows: Interest Rate 11.85%; Currency 26.34%; Equity 19.77%; and Commodity 42.04%.

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

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

There is no limitation on daily price movements in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Trading Companies from trading in potentially profitable markets or prevent the Trading Companies from promptly liquidating unfavorable positions in such markets, subjecting them to substantial losses. Either of these market conditions could result in restrictions on redemptions. For the periods covered by this report, illiquidity has not materially affected the Partnership’s assets.

There are no known material trends, demands, commitments, events, or uncertainties at the present time that are reasonably likely to result in the Partnership’s liquidity increasing or decreasing in any material way.

As of March 31, 2015, approximately 77.20% of the Partnership’s total investment exposure is futures contracts which are exchange-traded while approximately 22.80% is forward contracts which are off-exchange-traded.

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

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

- 16 -

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.

Results of Operations

General. The Partnership’s results depend on the Trading Advisors and the ability of each Trading Advisor’s trading program to take advantage of price movements in the futures, forward and options markets. The following presents a summary of the Partnership’s operations for the three months ended March 31, 2015 and 2014, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisors trade in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisors or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisors’ trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

As of March 31, 2015 and December 31, 2014, the allocations between the Trading Companies were as follows:


Trading Company	Allocation as of 3/31/2015			Allocation as of 12/31/2014

Boronia I, LLC		36.60	%		29.15	%
BHM I, LLC		12.00	%		17.20	%
Augustus I, LLC		19.80	%		16.80	%
TT II, LLC		11.65	%		13.70	%
Altis I, LLC		11.30	%		13.55	%
Aspect I, LLC		8.65	%		9.60	%

The Partnership’s results of operations set forth in the financial statements on pages 2 through 15 of this report are prepared in accordance with GAAP, which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts that the Trading Companies trade are accounted for on a trade-date basis and marked to market on a daily basis. The difference between their original contract value and fair value is recorded on the Trading Companies’ Statements of Income and Expenses as “Net change in unrealized appreciation (depreciation) on investments” for open contracts, and recorded as “Net Realized” when open positions are closed out. The sum of these amounts constitutes the Trading Companies’ trading results. The fair value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day. The value of a foreign currency forward contract is based on the spot rate as of approximately 3:00 P.M. (E.T.), the close of the business day.

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

- 17 -

For the Three Months Ended March 31, 2015

The Partnership recorded total net realized and unrealized gain on investments of $516,320 and expenses totaling $151,353, resulting in net income of $364,967 for the three months ended March 31, 2015. The Partnership’s net asset value per Unit by share Class is provided in the table below.


Share Class	NAV at 3/31/15		NAV at 12/31/14

A	$	985.01	$	966.09
B	$	1,023.52	$	1,002.61
C	$	1,063.51	$	1,040.49
Z	$	1,148.19	$	1,120.55

During the first quarter, the Partnership posted a gain in net asset value per Unit as trading gains in currencies, global interest rates, stock indices, and agriculturals more than offset losses from trading in metals and energies. The most significant gains were achieved within the currency sector during the first quarter from short euro positions versus the U.S. dollar as the value of the euro decreased due to the European Central Bank’s unprecedented economic stimulus program. Short positions in the Canadian dollar versus the U.S. dollar were also profitable during January after the Bank of Canada unexpectedly cut interest rates. In the global interest rate sector, gains were recorded primarily during January from long European and Canadian fixed income futures positions as prices advanced after the central banks in both the European Union and Canada introduced stimulus measures to combat widespread deflationary concerns and slowing economic growth. Long positions in U.S. Treasury note futures also recorded gains as prices advanced after falling crude oil prices dampened inflationary concerns and decreased the urgency for the U.S. Federal Reserve to increase interest rates. Within the stock index sector, gains were experienced during February and March from long positions in European and Asian Pacific index futures positions as prices were supported by the European Central Bank’s asset purchasing program and the expectation that China’s government would loosen its monetary policy. Gains within the agricultural sector were recorded during February from short position in coffee as prices decreased amid improving weather in Brazil, which boosted prospects for a larger harvest. Additional gains were recorded from long cocoa futures positions as prices moved higher on weather related concerns in West Africa. A portion of the Partnership’s gains for the quarter was offset by losses incurred within the metals sector during February and March from long positions in nickel and tin futures as prices declined amid concern of slowing industrial demand from China. Additional losses were experienced from long positions in palladium futures as prices fell sharply on weakening demand from China and a strengthening U.S. dollar eroding demand for the metal. Within the energy sector, losses were incurred during February from short futures positions in crude oil and its related products as signs of falling oil production, refinery disruptions, and cold weather helped drive prices higher.

For the Three Months Ended March 31, 2014

The Partnership recorded total net realized and unrealized loss on investments of $581,007 and expenses totaling $170,801, resulting in a net loss of $751,808 for the three months ended March 31, 2014. The Partnership’s net asset value per Unit by share Class is provided in the table below.


Share Class	NAV at 3/31/14		NAV at 12/31/13

A	$	869.35	$	901.98
B	$	898.88	$	931.43
C	$	929.39	$	961.83
Z	$	993.52	$	1,025.61

- 18 -

During the first quarter, the Partnership posted a loss in net asset value per Unit as losses in stock indices, currencies, energies, and global interest rates more than offset gains in agriculturals and metals. The most significant losses were recorded within the global stock index markets during January from long positions in U.S., European, and Asian equity index futures as prices declined following softer-than-expected economic data in the U.S. and China, along with political and economic headwinds facing emerging markets. Additional losses in this sector were incurred during March from long equity index futures positions as prices declined in the first half of the month amid unrest in Russian-Ukrainian relations and weak Chinese economic data. Within the currency markets, losses were recorded primarily in January from short Japanese yen positions as the yen increased in value after emerging-market currencies slid to record lows and investors sought the “safe-haven” currency. Additional losses in this sector were incurred in March from long positions in the euro, Swiss franc, and British pound against the U.S. dollar as their values declined following comments made by Federal Reserve Chair Yellen, which suggested that a stronger economy could lead to U.S. interest rate increases beginning in the middle of next year. Losses within the energy sector were incurred during January from short futures positions in crude oil and petroleum distillates as prices advanced following cold weather in the U.S., which boosted demand for heating fuel. Additional losses in this sector were recorded in March from long natural gas futures positions as prices declined after milder weather in the U.S. led to a decrease in demand. Within the global interest rate sector, losses were recorded in March from long futures positions as prices of European and U.S. fixed income futures declined after U.S. Federal Reserve Chair Janet Yellen signaled that the central bank’s stimulus program might end this fall, with benchmark interest rates rising six months later. A portion of the Partnership’s losses for the quarter was offset by gains achieved within the agriculturals complex during January from long cocoa futures positions as prices rose to a 28-month high amid concern that global demand would exceed harvests. Additional gains in this sector were experienced throughout the quarter from long lean hog futures positions as prices rallied due to a spreading virus, which caused slaughter rates to decline and supplies to shrink. Within the metals markets, gains were experienced during February and March from long palladium futures positions as prices increased after rising tensions between Russia and Ukraine raised concern of a possible supply disruption from Russia.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

All of the Partnership’s assets are subject to the risk of trading loss through its investments in the Trading Companies, each of which invests substantially all of its assets in the trading program of an unaffiliated Trading Advisor. The market-sensitive instruments held by the Trading Companies are acquired for speculative trading purposes, and substantially all of the respective Trading Companies’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market-sensitive instruments is integral, not incidental, to the Trading Companies’ main line of business.

- 19 -

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

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

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

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

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

Quantifying the Trading Companies’ Trading Value at Risk

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

- 20 -

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

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

Exchange maintenance margin requirements have been used by the Trading Companies as the measure of their respective VaR. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% - 99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to VaR.

The Trading Companies’ Value at Risk in Different Market Sectors

As of March 31, 2015, Aspect I, LLC’s total capitalization was $13,618,698. The Partnership owned approximately 12% of Aspect I, LLC.


	March 31, 2015
Market Sector	VaR		% of Total Capitalization
Currency	$	855,574		6.28	%
Interest Rate		309,007		2.27	%
Equity		452,196		3.32	%
Commodity		581,262		4.27	%

Total	$	2,198,039		16.14	%

- 21 -


	Three Months Ended March 31, 2015
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	1,212,092	$	105,953	$	768,737
Interest Rate	$	518,432	$	238,720	$	344,599
Equity	$	509,506	$	188,700	$	352,577
Commodity	$	643,921	$	424,670	$	519,670

*	Average of month-end VaR.

As of March 31, 2015, Augustus I, LLC’s total capitalization was $14,483,715. The Partnership owned approximately 25% of Augustus I, LLC.


	March 31, 2015
Market Sector	VaR		% of Total Capitalization
Currency	$	1,041,419		7.19	%
Interest Rate		99,270		0.69	%

Total	$	1,140,689		7.88	%


	Three Months Ended March 31, 2015
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	1,690,629	$	650,524	$	1,146,528
Interest Rate	$	112,604	$	70,310	$	96,980

*	Average of month-end VaR.

- 22 -

As of March 31, 2015, TT II, LLC’s total capitalization was $448,476,634. The Partnership owned approximately 0.5% of TT II, LLC.


	March 31, 2015
Market Sector	VaR		% of Total Capitalization
Currency	$	31,706,969		7.07	%
Interest Rate		13,035,448		2.91	%
Equity		22,346,257		4.98	%
Commodity		19,965,491		4.45	%

Total	$	87,054,165		19.41	%


	Three Months Ended March 31, 2015
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	35,884,544	$	22,156,697	$	30,019,965
Interest Rate	$	22,829,716	$	7,482,484	$	14,209,275
Equity	$	25,283,167	$	11,333,972	$	18,642,034
Commodity		21,613,678	$	15,744,028	$	18,158,804

*	Average of month-end VaR.

As of March 31, 2015, BHM I, LLC’s total capitalization was $202,114,347. The Partnership owned approximately 1% of BHM I, LLC.

- 23 -


	March 31, 2015
Market Sector	VaR		% of Total Capitalization
Currency	$	1,124,759		0.56	%
Interest Rate		34,238		0.02	%
Equity		1,184,849		0.58	%
Commodity		36,075,569		17.85	%

Total	$	38,419,415		19.01	%


	Three Months Ended March 31, 2015
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	4,636,011	$	831,185	$	1,866,867
Interest Rate	$	1,399,215	$	8,470	$	301,798
Equity	$	1,238,582	$	53,641	$	725,547
Commodity	$	43,569,935	$	35,214,939	$	39,619,186

*	Average of month-end VaR.

As of March 31, 2015, Altis I, LLC’s total capitalization was $17,638,912. The Partnership owned approximately 12% of Altis I, LLC.


	March 31, 2015
Market Sector	VaR		% of Total Capitalization
Currency	$	678,152		3.84	%
Interest Rate		320,325		1.82	%
Equity		529,322		3.00	%
Commodity		1,701,431		9.65	%

Total	$	3,229,230		18.31	%

- 24 -


	Three Months Ended March 31, 2015
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	1,161,241	$	272,571	$	522,923
Interest Rate	$	693,019	$	250,997	$	507,721
Equity	$	529,322	$	160,152	$	296,700
Commodity	$	1,908,242	$	1,565,914	$	1,728,948

*	Average of month-end VaR.

As of March 31, 2015, Boronia I, LLC’s total capitalization was $124,618,320. The Partnership owned approximately 5% of Boronia I, LLC.


	March 31, 2015
Market Sector	VaR		% of Total Capitalization
Currency	$	4,020,834		3.23	%
Interest Rate		3,943,975		3.16	%
Equity		5,082,618		4.08	%
Commodity		4,584,217		3.68	%

Total	$	17,631,644		14.15	%


	Three Months Ended March 31, 2015
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	8,657,900	$	2,905,530	$	5,241,806
Interest Rate	$	5,819,932	$	1,635,335	$	3,095,874
Equity	$	9,574,905	$	2,141,359	$	5,439,899
Commodity	$	9,333,026	$	1,774,957	$	4,638,610

*	Average of month-end VaR.

- 25 -

As of December 31, 2014, Aspect I, LLC’s total capitalization was $13,368,368. The Partnership owned approximately 12% of Aspect I, LLC.


	December 31, 2014
Market Sector	VaR		% of Total Capitalization
Currency	$	639,477		4.78	%
Interest Rate		518,432		3.88	%
Equity		307,576		2.30	%
Commodity		479,561		3.59	%

Total	$	1,945,046		14.55	%


	Twelve Months Ended December 31, 2014
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	960,539	$	406,453	$	669,088
Interest Rate	$	766,928	$	197,115	$	453,600
Equity	$	636,918	$	68,647	$	363,074
Commodity	$	724,196	$	253,988	$	479,639

*	Average of month-end VaR.

As of December 31, 2014, Augustus I, LLC’s total capitalization was $11,587,450. The Partnership owned approximately 24% of Augustus I, LLC.


	December 31, 2014
Market Sector	VaR		% of Total Capitalization
Currency	$	720,594		6.22	%
Interest Rate		74,725		0.64	%

Total	$	795,319		6.86	%

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	Twelve Months Ended December 31, 2014
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	1,251,317	$	683,340	$	943,758
Interest Rate	$	127,958		—	$	55,153

*	Average of month-end VaR.

As of December 31, 2014, TT II, LLC’s total capitalization was $459,215,895. The Partnership owned approximately 0.5% of TT II, LLC.


	December 31, 2014
Market Sector	VaR		% of Total Capitalization
Currency	$	11,945,011		2.60	%
Interest Rate		22,829,716		4.97	%
Equity		14,275,060		3.11	%
Commodity		16,951,707		3.69	%

Total	$	66,001,494		14.37	%


	Twelve Months Ended December 31, 2014
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	43,738,616	$	11,543,442	$	26,678,708
Interest Rate	$	23,486,703	$	5,437,975	$	15,347,791
Equity	$	24,704,696	$	4,443,784	$	16,383,350
Commodity	$	37,483,261	$	12,284,581	$	22,290,073

*	Average of month-end VaR.

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As of December 31, 2014, BHM I, LLC’s total capitalization was $244,508,946. The Partnership owned approximately 1% of BHM I, LLC.


	December 31, 2014
Market Sector	VaR		% of Total Capitalization
Currency	$	1,168,311		0.48	%
Interest Rate		35,888		0.01	%
Equity		83,769		0.03	%
Commodity		39,364,629		16.10	%

Total	$	40,652,597		16.62	%


	Twelve Months Ended December 31, 2014
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	6,633,967	$	122,650	$	2,185,027
Interest Rate	$	4,170,825	$	10,139	$	850,656
Equity	$	4,581,127		—	$	2,144,179
Commodity	$	43,693,621	$	18,663,484	$	33,562,241

*	Average of month-end VaR.

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As of December 31, 2014, Altis I, LLC’s total capitalization was $18,232,652. The Partnership owned approximately 12% of Altis I, LLC.


	December 31, 2014
Market Sector	VaR		% of Total Capitalization
Currency	$	272,571		1.49	%
Interest Rate		693,019		3.80	%
Equity		317,566		1.74	%
Commodity		1,702,946		9.34	%

Total	$	2,986,102		16.37	%


	Twelve Months Ended December 31, 2014
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	685,034	$	194,452	$	390,903
Interest Rate	$	876,439	$	60,252	$	412,201
Equity	$	1,347,631	$	157,961	$	687,200
Commodity	$	2,989,671	$	1,171,333	$	1,748,502

*	Average of month-end VaR.

As of December 31, 2014, Boronia I, LLC’s total capitalization was $104,262,934. The Partnership owned approximately 5% of Boronia I, LLC.

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	December 31, 2014
Market Sector	VaR		% of Total Capitalization
Currency	$	4,957,331		4.75	%
Interest Rate		2,965,947		2.84	%
Equity		2,889,921		2.77	%
Commodity		5,125,195		4.92	%

Total	$	15,938,394		15.28	%


	Twelve Months Ended December 31, 2014
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	11,301,501	$	984,987	$	4,077,565
Interest Rate	$	5,475,674	$	647,220	$	2,547,225
Equity	$	9,013,937	$	712,546	$	3,468,454
Commodity	$	6,835,307	$	1,782,819	$	3,476,070

*	Average of month-end VaR.

The Partnership terminated trading in Morgan Stanley Smith Barney Rotella I, LLC as of December 31, 2014.


	Twelve Months Ended December 31, 2014
Market Sector	High VaR		Low VaR		Average VaR*
Currency	$	528,702		—	$	293,817
Interest Rate	$	415,289		—	$	244,560
Equity	$	570,266		—	$	272,433
Commodity	$	244,713		—	$	123,652

*	Average of month-end VaR.

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Limitations on Value at Risk as an Assessment of Market Risk

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

•

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

•

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

•

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

•

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

•

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

Non-Trading Risk

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

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

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

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

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The Partnership and the Trading Advisors, separately, attempt to manage the risk of the Partnership’s open positions in essentially the same manner in all market categories traded. Ceres attempts to

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manage market exposure by diversifying the Partnership’s assets among different market sectors through the selection of commodity trading advisors and by daily monitoring of their performance. In addition, the Trading Advisors establish diversification guidelines, often set in terms of the maximum margin to be committed to positions in any one market sector or market-sensitive instrument.

Ceres monitors and controls the risk of the Partnership’s non-trading instrument, cash. Cash is the only Partnership investment directed by Ceres, rather than the Trading Advisors.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the management of Ceres, Ceres’ President and Director (Ceres’ principal executive officer) and Chief Financial Officer (Ceres’ principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2015. The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that information the Partnership is required to disclose in the reports that the Partnership files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the applicable rules and forms. Based on this evaluation, the President and Chief Financial Officer of Ceres have concluded that the disclosure controls and procedures of the Partnership were effective at March 31, 2015.

Changes in Internal Control over Financial Reporting

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

Limitations on the Effectiveness of Controls

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

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PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

There are no material legal proceedings pending against the Partnership nor the General Partner.

The following information supplements and amends the discussion set forth under Part I, Item 3. “Legal Proceedings” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

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 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, please refer to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2014, 2013, 2012, 2011 and 2010.

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.

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. Both matters are ongoing.

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Other Litigation.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed two complaints against MS&Co. and other defendants in the Superior Court of the State of California. These actions are styled Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al., and Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints filed on June 10, 2010 allege that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. in these cases was approximately $704 million and $276 million, respectively. The complaints raise claims under both the federal securities laws and California law and seek, among other things, to rescind the plaintiff’s purchase of such certificates. On August 11, 2011, plaintiff’s federal securities law claims were dismissed with prejudice. The defendants filed answers to the amended complaints on October 7, 2011. On February 9, 2012, defendants’ demurrers with respect to all other claims were overruled. On December 20, 2013, plaintiff’s negligent misrepresentation claims were dismissed with prejudice. On January 26, 2015, as a result of a settlement with certain other defendants, the plaintiff requested and the court subsequently entered a dismissal with prejudice of certain of the plaintiff’s claims, including all remaining claims against MS&Co. in the Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al. action. On February 18, 2015, the court entered an order setting a number of claims for trial throughout 2016. Claims against MS&Co. have not yet been set for trial. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $66 million, and the certificates had incurred actual losses of approximately $1 million. Based on currently available information, MS&Co. believes it could incur a loss for this action up to the difference between the $66 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.

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. The corrected amended complaint alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans 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. After that dismissal, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $53 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 $53 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.

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On July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against MS&Co. and other defendants in the Court of Common Pleas in Ohio, styled Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to plaintiffs by MS&Co. was approximately $153 million. The amended complaint raises claims under the Ohio Securities Act, federal securities laws, and common law and seeks, among other things, to rescind the plaintiffs’ purchases of such certificates. On May 21, 2012, the Morgan Stanley defendants filed a motion to dismiss the amended complaint, which was denied on August 3, 2012. MS&Co. filed its answer on August 17, 2012. MS&Co. filed a motion for summary judgment on January 20, 2015. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $108 million, and the certificates had incurred actual losses of approximately $2 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $108 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 an offset for interest received by the plaintiff prior to a judgment.

On November 4, 2011, the Federal Deposit Insurance Corporation (“FDIC”), as receiver for Franklin Bank S.S.B., filed two complaints against MS&Co. in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B. v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten and sold to plaintiff by MS&Co. in these cases was approximately $67 million and $35 million, respectively. The complaints each raised claims under both federal securities law and the Texas Securities Act and each seeks, among other things, compensatory damages associated with plaintiff’s purchase of such certificates. On June 7, 2012, the two cases were consolidated. MS&Co. filed a motion for summary judgment and special exceptions, which was denied in substantial part on April 26, 2013. The FDIC filed a second amended consolidated complaint on May 3, 2013. MS&Co. filed a motion for leave to file an interlocutory appeal as to the court’s order denying its motion for summary judgment and special exceptions, which was denied on August 1, 2013. On October 7, 2014, the court denied MS&Co.’s motion for reconsideration of the court’s order denying its motion for summary judgment and special exceptions and granted its motion for reconsideration of the court’s order denying leave to file an interlocutory appeal. On November 21, 2014, MS&Co. filed a motion for summary judgment, which was denied on February 10, 2015. The Texas Fourteenth Court of Appeals denied Morgan Stanley’s petition for interlocutory appeal on November 25, 2014. Trial is currently scheduled to begin in July 2015. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $41 million, and the certificates had incurred actual losses of approximately $5 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $41 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.

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On April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Superior Court of the State of New Jersey, styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. is approximately $1.073 billion. The amended complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On March 15, 2013, the court denied the defendants’ motion to dismiss the amended complaint. On January 2, 2015, the court denied defendants’ renewed motion to dismiss the amended complaint. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $598 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 $598 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.

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 alleges 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 raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On May 26, 2011, defendants removed the case to the United States District Court for the District of Massachusetts. On October 11, 2012, defendants filed motions to dismiss the amended complaint, which were granted in part and denied in part on September 30, 2013. The defendants filed an answer to the amended complaint on December 16, 2013. Plaintiff has voluntarily dismissed its claims against MS&Co. with respect to two of the securitizations at issue, such that the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. is approximately $358 million. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $64 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 $64 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.

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On February 14, 2013, Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”), styled Bank Hapoalim B.M. v. Morgan Stanley et al. 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 $141 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 April 22, 2014, the defendants’ motion to dismiss was denied in substantial part. On August 29, 2014, MS&Co. filed its answer to the complaint, and on September 18, 2014, MS&Co. filed a notice of appeal from the ruling denying defendants’ motion to dismiss. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $71 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 $71 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.

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 alleges 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 $694 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court denied the defendants’ motion to dismiss. On August 4, 2014, claims regarding two certificates were dismissed by stipulation. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $644 million. On September 12, 2014, MS&Co. filed a notice of appeal from the denial of the motion to dismiss. On January 12, 2015, MS&Co. filed an amended answer to the complaint. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $289 million, and the certificates had incurred actual losses of approximately $79 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $289 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.

On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the United States District Court for the Southern District of New York (“SDNY”). The complaint alleges that defendants made untrue statements of material fact or omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiffs was approximately $417 million. The complaint alleges causes of action against MS&Co. for violations of Section 11 and Section 12(a)(2) of the Securities Act, violations of the Texas Securities Act, and violations of the Illinois Securities Law of 1953 and seeks, among other things, rescissory and compensatory

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damages. The defendants filed a motion to dismiss the complaint on November 13, 2013. On January 22, 2014 the court granted defendants’ motion to dismiss with respect to claims arising under the Securities Act and denied defendants’ motion to dismiss with respect to claims arising under Texas Securities Act and the Illinois Securities Law of 1953. On November 17, 2014, the plaintiff filed an amended complaint. On December 15, 2014, defendants answered the amended complaint. At March 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $204 million, and the certificates had incurred actual losses of $28 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $204 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.

Settled Civil Litigation.

On August 25, 2008, MS&Co. and two ratings agencies were named as defendants in a purported class action related to securities issued by a structured investment vehicle called Cheyne Finance PLC and Cheyne Finance LLC (together, the “Cheyne structured investment vehicle”). The case was styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley & Co. Inc., et al. The complaint alleged, among other things, that the ratings assigned to the securities issued by the Cheyne structured investment vehicle were false and misleading, including because the ratings did not accurately reflect the risks associated with the subprime residential mortgage backed securities held by the Cheyne structured investment vehicle. The plaintiffs asserted allegations of aiding and abetting fraud and negligent misrepresentation relating to approximately $852 million of securities issued by the Cheyne structured investment vehicle. On April 24, 2013, the parties reached an agreement to settle the case, and on April 26, 2013, the court dismissed the action with prejudice. The settlement does not cover certain claims that were previously dismissed.

On July 9, 2010 and February 11, 2011, Cambridge Place Investment Management Inc. filed two separate complaints against MS&Co. and/or its affiliates and other defendants in the Superior Court of the Commonwealth of Massachusetts, both styled Cambridge Place Investment Management Inc. v. Morgan Stanley & Co., Inc., et al. The complaints asserted claims on behalf of certain clients of plaintiff’s affiliates and allege that defendants made untrue statements and material omissions in the sale of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. and/or its affiliates or sold to plaintiff’s affiliates’ clients by MS&Co. and/or its affiliates in the two matters was approximately $263 million. On February 11, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

On October 25, 2010, MS&Co., certain affiliates and Pinnacle Performance Limited, a special purpose vehicle, were named as defendants in a purported class action related to securities issued by the special purpose vehicle in Singapore, commonly referred to as “Pinnacle Notes.” The case is styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et al. and is pending in the SDNY. An amended complaint was filed on October 22, 2012. The court denied the defendants’ motion to dismiss the amended complaint on August 22, 2013, and granted class certification on October 17, 2013. On October 30, 2013, the defendants filed a petition for permission to appeal the court’s decision granting class certification. On January 31, 2014, the plaintiffs filed a second amended complaint. The second amended complaint alleges that the defendants engaged in a

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fraudulent scheme to defraud investors by structuring the Pinnacle Notes to fail and benefited subsequently from the securities’ failure. In addition, the second amended complaint alleges that the securities’ offering materials contained material misstatements or omissions regarding the securities’ underlying assets and the alleged conflicts of interest between the defendants and the investors. The second amended complaint asserts common law claims of fraud, aiding and abetting fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the implied covenant of good faith and fair dealing. On July 17, 2014, the parties reached an agreement in principle to settle the litigation, which received preliminary court approval December 2, 2014. The final approval hearing is scheduled for July 2, 2015.

On July 5, 2011, Allstate Insurance Company and certain of its affiliated entities filed a complaint against MS&Co. in the Supreme Court of NY, styled Allstate Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on September 9, 2011, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued and/or sold to the plaintiffs by MS&Co. was approximately $104 million. The complaint raised common law claims of fraud, fraudulent inducement, aiding and abetting fraud, and negligent misrepresentation and seeks, among other things, compensatory and/or recessionary damages associated with the plaintiffs’ purchases of such certificates. On March 15, 2013, the court denied in substantial part the defendants’ motion to dismiss the amended complaint, which order MS&Co. appealed on April 11, 2013. On May 3, 2013, MS&Co. filed its answer to the amended complaint. On January 16, 2015, the parties reached an agreement to settle the litigation.

On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY styled, Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten, and/or sold by MS&Co. was approximately $758 million. The amended complaint raised common law claims of fraud, fraudulent inducement, and aiding and abetting fraud and seeks, among other things, rescission, compensatory, and/or rescissionary damages, as well as punitive damages, associated with the plaintiffs’ purchases of such certificates. On April 11, 2014, the parties entered into a settlement agreement.

In re Morgan Stanley Mortgage Pass-Through Certificates Litigation, which had been pending in the SDNY, was a putative class action involving allegations that, among other things, the registration statements and offering documents related to the offerings of certain mortgage pass-through certificates in 2006 and 2007 contained false and misleading information concerning the pools of residential loans that backed these securitizations. On December 18, 2014, the parties’ agreement to settle the litigation received final court approval, and on December 19, 2014, the court entered an order dismissing the action.

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 from the risk factors previously referenced in the Partnership’s Report on Form 10-K.

Item 2.

UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

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

The aggregate proceeds of securities sold in all share Classes to the limited partners through March 31, 2015, was $89,337,151. Since inception, the Partnership has received $570,000 in consideration from the sale of Units to the General Partner.

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

The following charts set forth the purchases of Units by the Partnership.


Period	(a) Total Number of Units Purchased*			(b) Average Price Paid per Unit**		(c) Total Number of Units Purchased as part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
Class A
January 1, 2015 – January 31, 2015		(187.228	)		995.03		N/A		N/A
February 1, 2015 – February 28, 2015		(180.870	)		984.63		N/A		N/A
March 1, 2015 – March 31, 2015		(253.752	)		985.01		N/A		N/A

		(621.850	)		987.92


Period	(a) Total Number of Units Purchased*			(b) Average Price Paid per Unit**		(c) Total Number of Units Purchased as part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
Class B
January 1, 2015 – January 31, 2015		—			—		N/A		N/A
February 1, 2015 – February 28, 2015		—			—		N/A		N/A
March 1, 2015 – March 31, 2015		(100.000	)		1,023.52		N/A		N/A

		(100.000	)		1,023.52

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Period

(a) Total Number of
Units Purchased*

(b) Average

Price Paid per Unit**

(c) Total Number

of Units Purchased

as part of

Publicly Announced

Plans or Programs

(d) Maximum Number (or
Approximate Dollar

Value) of Units

that May Yet Be

Purchased Under the

Plans or Programs

Class C

January 1, 2015 – January 31, 2015

—

N/A

February 1, 2015 – February 28, 2015

—

N/A

March 1, 2015 – March 31, 2015

—

N/A

—

Period

(a) Total Number of
Units Purchased*

(b) Average

Price Paid per Unit**

(c) Total Number

of Units Purchased

as part of

Publicly Announced

Plans or Programs

(d) Maximum Number (or
Approximate Dollar

Value) of Units

that May Yet Be

Purchased Under the

Plans or Programs

Class Z

January 1, 2015 – January 31, 2015

—

N/A

February 1, 2015 – February 28, 2015

—

N/A

March 1, 2015 – March 31, 2015

—

N/A

—

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

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

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

Item 6.

EXHIBITS


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

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

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

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

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Document

101.PRE*		XBRL Taxonomy Extension Presentation Document

101.DEF*		XBRL Taxonomy Extension Definition Document

Notes to Exhibits List

*	Submitted electronically herewith.

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SIGNATURE

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


	Meritage Futures Fund L.P.
	(Registrant)

	By:	Ceres Managed Futures LLC
		(General Partner)

May 13, 2015	By:	/s/ Steven Ross
		Steven Ross
		Chief Financial Officer

	By:	/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director

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

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company