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

Attached files

file	filename
EX-32.02 - EX-32.02 - Polaris Futures Fund L.P.	d216595dex3202.htm
EX-32.01 - EX-32.01 - Polaris Futures Fund L.P.	d216595dex3201.htm
EX-31.02 - EX-31.02 - Polaris Futures Fund L.P.	d216595dex3102.htm
EX-31.01 - EX-31.01 - Polaris Futures Fund L.P.	d216595dex3101.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 June 30, 2016

¨ 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: 000-53115

POLARIS FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)


Delaware		20-8528957
(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.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 31, 2016, 28,821.805 Limited Partnership Class A Units were outstanding, 4,021.814 Limited Partnership Class B Units were outstanding, 2,497.802 Limited Partnership Class C Units were outstanding, 3,072.942 Limited Partnership Class D Units were outstanding, and 407.560 Limited Partnership Class Z Units were outstanding.

POLARIS FUTURES FUND L.P.

FORM 10-Q

INDEX


		Page Number

PART I — Financial Information:

Item 1.	Financial Statements:

	Statements of Financial Condition as of June 30, 2016 and December 31, 2015 (unaudited)	3

	Schedules of Investments as of June 30, 2016 (unaudited) and December 31, 2015	4 – 5

	Statements of Income and Expenses for the three and six months ended June 30, 2016 and 2015 (unaudited)	6

	Statements of Changes in Partners’ Capital for the six months ended June 30, 2016 and 2015 (unaudited)	7

	Notes to Financial Statements (unaudited)	8 – 17

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18 – 21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22 – 25

Item 4.	Controls and Procedures	26

PART II — Other Information:

Item 1.	Legal Proceedings	27 - 34

Item 1A.	Risk Factors	35

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35 - 36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Polaris Futures Fund L.P.

Statements of Financial Condition

(Unaudited)


	June 30, 2016		December 31, 2015
Assets:
Investments in the Affiliated Trading Companies, at fair value (cost $27,238,815 and $50,349,104 at June 30, 2016 and December 31, 2015, respectively)	$	28,591,663	$	51,786,441
Redemptions receivable from Affiliated Trading Company		13,381,402		-
Expense reimbursement		193		-
Cash at bank		1,591		-

Total assets	$	41,974,849	$	51,786,441


Liabilities and Partners’ Capital:
Liabilities:
Redemptions payable to Limited Partners	$	1,748,781	$	1,306,287

Total liabilities		1,748,781		1,306,287


Partners’ Capital:
Class A (29,435.614 and 32,912.053 Units outstanding at June 30, 2016 and December 31, 2015, respectively)		28,980,862		33,203,425
Class B (4,141.723 and 5,670.757 Units outstanding at June 30, 2016 and December 31, 2015, respectively)		4,263,618		5,966,745
Class C (2,497.802 and 6,105.016 Units outstanding at June 30, 2016 and December 31, 2015, respectively)		2,688,573		6,699,759
Class D (3,072.942 and 3,072.942 Units outstanding at June 30, 2016 and December 31, 2015, respectively)		3,381,875		3,443,667
Class Z (774.321 and 977.266 Units outstanding at June 30, 2016 and December 31, 2015, respectively)		911,140		1,166,558

Total partners’ capital (net asset value)		40,226,068		50,480,154

Total liabilities and partners’ capital	$	41,974,849	$	51,786,441


Net asset value per Unit:
Class A	$	984.55	$	1,008.85
Class B	$	1,029.43	$	1,052.20
Class C	$	1,076.37	$	1,097.42
Class D	$	1,100.53	$	1,120.64
Class Z	$	1,176.70	$	1,193.70

See accompanying notes to financial statements.

Polaris Futures Fund L.P.

Schedule of Investments

June 30, 2016

(Unaudited)


	Fair Value		% of Partners’ Capital
Investments in the Affiliated Trading Companies
Morgan Stanley Smith Barney Boronia I, LLC	$	12,611,673		31.35	%
Morgan Stanley Smith Barney Aspect I, LLC		15,979,990		39.73

Total Investments in the Affiliated Trading Companies (cost of $27,238,815)	$	28,591,663		71.08	%

See accompanying notes to financial statements.

Polaris Futures Fund L.P.

Schedule of Investments

December 31, 2015


	Fair Value		% of Partners’ Capital
Investments in the Affiliated Trading Companies
Morgan Stanley Smith Barney Boronia I, LLC	$	17,436,746		34.54	%
Morgan Stanley Smith Barney Aspect I, LLC		17,235,691		34.14
Morgan Stanley Smith Barney Altis I, LLC		15,287,207		30.29
Morgan Stanley Smith Barney BHM I, LLC		1,826,797		3.62

Total Investments in the Affiliated Trading Companies (cost of $50,349,104)	$	51,786,441		102.59	%

See accompanying notes to financial statements.

Polaris Futures Fund L.P.

Statements of Income and Expenses

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Expenses:
Ongoing placement agent fees	$	182,515	$	271,860	$	392,997	$	561,519
General Partner fees		106,778		160,690		231,876		332,472
Administrative fees		26,694		40,173		57,969		83,118
Other fees		197		-		393		-

Total expenses		316,184		472,723		683,235		977,109
Expense reimbursements		(584)		-		(1,178)		-

Net expenses		315,600		472,723		682,057		977,109


Net investment loss		(315,600)		(472,723)		(682,057)		(977,109)


Trading Results:
Net gains (losses) on investments in the Affiliated Trading Companies:
Net realized gains (losses) on investments in the Affiliated Trading Companies		(941,313)		(1,598,770)		(213,937)		(2,263,932)
Net change in unrealized gains (losses) on investments in the Affiliated Trading Companies		543,126		(7,740,170)		(84,489)		(5,630,162)

Total trading results		(398,187)		(9,338,940)		(298,426)		(7,894,094)

Net income (loss)	$	(713,787)	$	(9,811,663)	$	(980,483)	$	(8,871,203)


Net income (loss) allocation
Class A	$	(480,878)	$	(6,585,760)	$	(745,943)	$	(5,998,625)
Class B	$	(64,884)	$	(1,215,309)	$	(84,639)	$	(1,091,618)
Class C	$	(119,001)	$	(1,215,454)	$	(80,627)	$	(1,076,466)
Class D	$	(38,803)	$	(546,089)	$	(61,792)	$	(486,742)
Class Z	$	(10,221)	$	(249,051)	$	(7,482)	$	(217,752)

Net income (loss) per Unit*
Class A	$	(14.43)	$	(164.59)	$	(24.30)	$	(150.41)
Class B	$	(13.78)	$	(169.73)	$	(22.77)	$	(153.59)
Class C	$	(13.04)	$	(175.02)	$	(21.05)	$	(156.80)
Class D	$	(12.63)	$	(177.71)	$	(20.11)	$	(158.40)
Class Z	$	(11.26)	$	(186.06)	$	(17.00)	$	(163.26)

	Units		Units		Units		Units
Weighted average number of Units outstanding
Class A		30,715.555		40,437.943		31,483.129		40,861.539
Class B		4,628.856		7,160.227		4,873.845		7,369.283
Class C		3,717.041		6,944.541		4,705.136		7,284.050
Class D		3,072.942		3,072.942		3,072.942		3,072.942
Class Z		854.017		1,345.815		892.157		1,359.138

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

See accompanying notes to financial statements.

Polaris Futures Fund L.P.

Statements of Changes in Partners’ Capital

For the Six Months Ended June 30, 2016 and 2015

(Unaudited)


	Class A		Class B		Class C		Class D		Class Z		Total
Partners’ Capital, December 31, 2015	$	33,203,425	$	5,966,745	$	6,699,759	$	3,443,667	$	1,166,558	$	50,480,154
Net income (loss)		(745,943)		(84,639)		(80,627)		(61,792)		(7,482)		(980,483)
Redemptions		(3,476,620)		(1,618,488)		(3,930,559)		-		(247,936)		(9,273,603)

Partners’ Capital, June 30, 2016	$	28,980,862	$	4,263,618	$	2,688,573	$	3,381,875	$	911,140	$	40,226,068


Partners’ Capital, December 31, 2014	$	44,556,904	$	8,573,625	$	8,907,494	$	3,655,437	$	1,726,165	$	67,419,625
Subscriptions		1,568,867		-		-		-		-		1,568,867
Net income (loss)		(5,998,625)		(1,091,618)		(1,076,466)		(486,742)		(217,752)		(8,871,203)
Redemptions		(4,029,344)		(523,914)		(809,833)		-		(51,729)		(5,414,820)

Partners’ Capital, June 30, 2015	$	36,097,802	$	6,958,093	$	7,021,195	$	3,168,695	$	1,456,684	$	54,702,469


	Class A		Class B		Class C		Class D		Class Z
Ending Units, December 31, 2015		32,912.053		5,670.757		6,105.016		3,072.942		977.266
Redemptions		(3,476.439)		(1,529.034)		(3,607.214)		-		(202.945)

Ending Units, June 30, 2016		29,435.614		4,141.723		2,497.802		3,072.942		774.321

Ending Units, December 31, 2014		41,087.076		7,618.551		7,627.333		3,072.942		1,372.607
Subscriptions		1,428.466		-		-		-		-
Redemptions		(3,868.748)		(458.324)		(682.793)		-		(41.481)

Ending Units, June 30, 2015		38,646.794		7,160.227		6,944.540		3,072.942		1,331.126

See accompanying notes to financial statements.

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

1.	Organization:

Polaris 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 4, “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”).

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”), each of which is registered with the Commodity Futures Trading Commission (“CFTC”) and makes investment decisions for each respective Trading Company. The General Partner (defined below) may also determine to invest up to all of the Partnership’s assets in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

The Partnership commenced trading operations on August 1, 2007, in accordance with the terms of its limited partnership agreement, as amended from time to time (the “Limited Partnership Agreement”).

Ceres Managed Futures LLC, a Delaware limited liability company, serves as the Partnership’s general partner and commodity pool operator and as each Trading Company’s trading manager and commodity pool operator (the “General Partner”, “Ceres” or the “Trading Manager”, as the context requires). Ceres is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”). MSSBH is wholly-owned indirectly by Morgan Stanley. Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”) and serves as the placement agent (“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 foreign exchange spot, option and forward contract counterparty is MS&Co., to the extent that a Trading Company trades such contracts. Morgan Stanley Wealth Management is a principal subsidiary of MSSBH. MS&Co. is a wholly-owned subsidiary of Morgan Stanley. The Partnership and the Trading Companies also deposit a portion of their cash in non-trading accounts at JPMorgan Chase Bank, N.A.

As of June 30, 2016, all trading decisions are made for the Partnership by Aspect Capital Limited (“Aspect”) and Boronia Capital Pty. Ltd. (“Boronia”), each of which is a Trading Advisor.

As of June 30, 2016, the Trading Companies consisted of Morgan Stanley Smith Barney Aspect I, LLC (“Aspect I, LLC”) and Morgan Stanley Smith Barney Boronia I, LLC (“Boronia I, LLC”).

Effective June 30, 2016, the General Partner terminated the advisory agreement, dated as of April 30, 2007, among Morgan Stanley Smith Barney Altis I, LLC (“Altis I, LLC”), the General Partner and Altis Partners (Jersey) Limited (“Altis”), pursuant to which Altis traded a portion of the Partnership’s assets. Consequently, Altis ceased all futures interest trading on behalf of Altis I, LLC (and, indirectly, the Partnership). References herein to the Trading Advisor or the Trading Advisors may also include, as relevant, Altis. References herein to the Trading Company or the Trading Companies may also include, as relevant, Altis I, LLC.

Effective as of the close of business on January 31, 2016, Ceres terminated the advisory agreement among the General Partner, Blenheim Capital Management, L.L.C. (“Blenheim”) and Morgan Stanley Smith Barney BHM, I LLC (“BHM I, LLC), pursuant to which Blenheim traded a portion of BHM I, LLC’s (and, indirectly, the Partnership’s) assets in Futures Interests. Consequently, Blenheim ceased all Futures Interest trading on behalf of BHM I, LLC (and, indirectly, the Partnership). References herein to the Trading Advisor or the Trading Advisors may also include, as relevant, Blenheim. References herein to the Trading Company or the Trading Companies may also include, as relevant, BHM I, LLC.

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. 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.

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

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.

In July 2015, the General Partner delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory, reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The General Partner pays or reimburses the Partnership and the Trading Companies, from the Administrative Fee it receives, the ordinary administrative expenses of the Partnership and the Trading Companies. This includes the expenses related to the engagement of the Administrator. Therefore, the engagement of the Administrator did not impact the Partnership’s break-even point.

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

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at June 30, 2016 and December 31, 2015, the results of its operations for the three and six months ended June 30, 2016 and 2015, and changes in partners’ capital for the six months ended June 30, 2016 and 2015. 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, 2015 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, 2015. The December 31, 2015 information has been derived from the audited financial statements as of and for the year ended December 31, 2015.

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

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

Statement of Cash Flows: The Partnership is not required to provide a Statement of Cash Flows.

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 gains (losses) on investments in the Affiliated Trading Companies in the Statements of Income and Expenses. Contributions to and withdrawals from the Trading Companies are recorded on the effective date. The Partnership records a realized gain or loss on its investments in the Trading Companies as the difference between the redemption proceeds and the related cost of such investment. In determining the cost of such investments, the Partnership uses the first-in first-out method. The Partnership maintains sufficient cash balances on hand to satisfy ongoing operating expenses. As of June 30, 2016 and December 31, 2015, the Partnership’s total cash balance was $1,591 and $0, respectively.

Partnership’s Investments: The Partnership’s investments in the Trading Companies are stated at fair value, which are based on (1) the Partnership’s net contribution to each Trading Company and (2) the Partnership’s allocated share of the undistributed profits and losses, including realized gains/losses and net change in unrealized gains/losses, 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 the 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.

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

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

Income Taxes: Income taxes have not been listed as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The General Partner 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 2012 through 2015 tax years remain subject to examination by U.S. federal and most state tax authorities. The General Partner does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Investment Company Status: Effective January 1, 2014, 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 the General Partner’s assessment, the Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Topic 946 and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.

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

Fair Value of Financial Instruments: The carrying value of the assets and liabilities presented in the Statements of Financial Condition that qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 825, “Financial Instruments,” approximates the fair value due to the short term nature of such balances.

Recent Accounting Pronouncement: In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments for all entities that hold financial assets or owe financial liabilities. One of the amendments in this update eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet or a description of changes in the methods and significant assumptions. Additionally, the update eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under Topic 946. For public business entities, this update is effective for fiscal years beginning after December 15, 2017, and interim periods therein. For other entities, it is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The General Partner is currently evaluating the impact this guidance will have on the Partnership’s financial statements and related disclosures.

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, 2015.

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

3.	Financial Highlights:

Financial highlights for each Class of Units for the three and six months ended June 30, 2016 and 2015 were as follows:


	Three Months Ended June 30, 2016
	Class A			Class B			Class C			Class D			Class Z
Per Unit performance (for a unit outstanding throughout the period):*
Net realized and unrealized gains (losses)	$	(6.56)		$	(6.83)		$	(7.07)		$	(7.24)		$	(7.66)
Net investment loss		(7.87)			(6.95)			(5.97)			(5.39)			(3.60)

Increase (decrease) for the period		(14.43)			(13.78)			(13.04)			(12.63)			(11.26)
Net asset value per Unit, beginning of period		998.98			1,043.21			1,089.41			1,113.16			1,187.96

Net asset value per Unit, end of period	$	984.55		$	1,029.43		$	1,076.37		$	1,100.53		$	1,176.70


	Three Months Ended June 30, 2016
	Class A			Class B			Class C			Class D			Class Z
Ratios to average Limited Partners’ Capital: **
Net investment loss		(3.3)	%		(2.8)	%		(2.5)	%		(2.0)	%		(1.3)	%


Partnership expenses before expense reimbursements		3.3	%		2.8	%		2.5	%		2.0	%		1.3	%
Expense reimbursements		0.0	%***		0.0	%***		0.0	%***		0.0	%***		0.0	%***

Partnership expenses after expense reimbursements		3.3	%		2.8	%		2.5	%		2.0	%		1.3	%


Total return		(1.4)	%		(1.3)	%		(1.2)	%		(1.1)	%		(0.9)	%


	Six Months Ended June 30, 2016
	Class A			Class B			Class C			Class D			Class Z
Per Unit performance (for a unit outstanding throughout the period):*
Net realized and unrealized gains (losses)	$	(8.01)		$	(8.38)		$	(8.68)		$	(8.96)		$	(9.57)
Net investment loss		(16.29)			(14.39)			(12.37)			(11.15)			(7.43)

Increase (decrease) for the period		(24.30)			(22.77)			(21.05)			(20.11)			(17.00)
Net asset value per Unit, beginning of period		1,008.85			1,052.20			1,097.42			1,120.64			1,193.70

Net asset value per Unit, end of period	$	984.55		$	1,029.43		$	1,076.37		$	1,100.53		$	1,176.70


	Six Months Ended June 30, 2016
	Class A			Class B			Class C			Class D			Class Z
Ratios to average Limited Partners’ Capital: **
Net investment loss		(3.3)	%		(2.8)	%		(2.5)	%		(2.0)	%		(1.3)	%


Partnership expenses before expense reimbursements		3.3	%		2.8	%		2.5	%		2.0	%		1.3	%
Expense reimbursements		0.0	%***		0.0	%***		0.0	%***		0.0	%***		0.0	%***

Partnership expenses after expense reimbursements		3.3	%		2.8	%		2.5	%		2.0	%		1.3	%


Total return		(2.4)	%		(2.2)	%		(1.9)	%		(1.8)	%		(1.4)	%

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)


	Three Months Ended June 30, 2015
	Class A			Class B			Class C			Class D			Class Z
Per Unit performance (for a unit outstanding throughout the period)*
Net realized and unrealized gains (losses)	$	(155.93)		$	(162.12)		$	(168.55)		$	(171.84)		$	(182.17)
Net investment loss		(8.66)			(7.61)			(6.47)			(5.87)			(3.89)

Increase (decrease) for the period		(164.59)			(169.73)			(175.02)			(177.71)			(186.06)
Net asset value per Unit, beginning of period		1,098.63			1,141.50			1,186.06			1,208.87			1,280.38

Net asset value per Unit, end of period	$	934.04		$	971.77		$	1,011.04		$	1,031.16		$	1,094.32


	Three Months Ended June 30, 2015
	Class A			Class B			Class C			Class D			Class Z
Ratios to average Limited Partners’ Capital: **
Net investment loss		(3.4)	%		(2.8)	%		(2.3)	%		(2.1)	%		(1.3)	%


Partnership expenses before expense reimbursements		3.4	%		2.8	%		2.3	%		2.1	%		1.3	%
Expense reimbursements		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%

Partnership expenses after expense reimbursements		3.4	%		2.8	%		2.3	%		2.1	%		1.3	%


Total return		(1.4)	%		(1.3)	%		(1.2)	%		(1.1)	%		(0.1)	%


	Six Months Ended June 30, 2015
	Class A			Class B			Class C			Class D			Class Z
Per Unit performance (for a unit outstanding throughout the period):*
Net realized and unrealized gains (losses)	$	(132.80)		$	(138.10)		$	(143.63)		$	(146.48)		$	(155.37)
Net investment loss		(17.61)			(15.49)			(13.17)			(11.92)			(7.89)

Increase (decrease) for the period		(150.41)			(153.59)			(156.80)			(158.40)			(163.26)
Net asset value per Unit, beginning of period		1,084.45			1,125.36			1,167.84			1,189.56			1,257.58

Net asset value per Unit, end of period	$	934.04		$	971.77		$	1,011.04		$	1,031.16		$	1,094.32


	Six Months Ended June 30, 2015
	Class A			Class B			Class C			Class D			Class Z
Ratios to average Limited Partners’ Capital: **
Net investment loss		(3.4)	%		(2.8)	%		(2.3)	%		(2.1)	%		(1.3)	%


Partnership expenses before expense reimbursements		3.4	%		2.8	%		2.3	%		2.1	%		1.3	%
Expense reimbursements		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%

Partnership expenses after expense reimbursements		3.4	%		2.8	%		2.3	%		2.1	%		1.3	%


Total return		(2.4)	%		(2.2)	%		(1.9)	%		(1.8)	%		(1.4)	%

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

Annualized.

***

Due to rounding.

The above ratios and total return may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for each Class of Units using share of income, expenses and average Partners’ Capital of the Partnership and excludes the income and expenses of the Trading Companies.

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

4.	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 net change in unrealized gains (losses) on open contracts in 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 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 Trading Companies do not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in total trading results in the Trading Companies’ Statements of Income and Expenses.

The futures, forwards and options traded by the Trading Advisors on behalf of the Trading Companies and the U.S. Treasury bills held 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, factors that 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 forwards, and exchange-traded futures-styled option contracts are settled daily through variation margin. Gains and losses on non-exchange-traded forward currency contracts are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency option 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.

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 in 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.

5.	Fair Value Measurements:

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

Trading Companies’ Investments: The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of non-

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

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

The Trading Companies consider prices for exchange-traded commodity futures, forward, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available are priced by broker quotes or pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of June 30, 2016 and December 31, 2015 and for the periods ended June 30, 2016 and 2015, the Trading Companies’ investments were classified as either Level 1 or Level 2 and the Trading Companies did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumption and internal valuation pricing models (Level 3). Transfers between levels are recognized at the end of the reporting period. During the reporting periods, there were no transfers of assets or liabilities between Level 1 and Level 2.

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

6.	Trading Advisors to the Trading Companies:

At June 30, 2016, the Partnership’s investment in the Trading Companies represented approximately: Aspect I, LLC 55.9% and Boronia I, LLC 44.1% of the total investments of the Partnership, respectively.

At December 31, 2015, the Partnership’s investment in the Trading Companies represented approximately: Aspect I, LLC 33.3%; Altis I, LLC 29.5%; BHM I, LLC 3.5%; and Boronia I, LLC 33.7% 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 results of operations for the Trading Companies that the Partnership invests in for the three and six months ended June 30, 2016 and 2015, respectively.


For the three months ended June 30, 2016	Net Investment Loss		Total Trading Results		Net Income (Loss)

Altis I, LLC	$	(88,357)	$	(933,808)	$	(1,022,165)
Aspect I, LLC		(76,253)		(325,234)		(401,487)
Boronia I, LLC		(1,082,633)		4,790,599		3,707,966

For the six months ended June 30, 2016	Net Investment Loss		Total Trading Results		Net Income (Loss)

BHM I, LLC*	$	(170,710)	$	(6,343,252)	$	(6,513,962)
Altis I, LLC		(171,789)		(2,453,952)		(2,625,741)
Aspect I, LLC		(215,932)		73,807		(142,125)
Boronia I, LLC		(1,773,815)		11,497,535		9,723,720

For the three months Ended June 30, 2015	Net Investment Loss		Total Trading Results		Net Income (Loss)

BHM I, LLC	$	(1,040,329)	$	(5,098,888)	$	(6,139,217)
Altis I, LLC		(75,277)		(2,845,059)		(2,920,336)
Aspect I, LLC		(58,702)		(1,795,320)		(1,854,022)
Boronia I, LLC		(1,524,290)		(22,450,025)		(23,974,315)

For the six months ended June 30, 2015	Net Investment Loss		Total Trading Results		Net Income (Loss)

BHM I, LLC	$	(2,388,693)	$	(26,057,003)	$	(28,445,696)
Altis I, LLC		(151,059)		(925,249)		(1,076,308)
Aspect I, LLC		(370,380)		(451,623)		(822,003)
Boronia I, LLC		(3,589,857)		(16,761,597)		(20,351,454)

* From January 1, 2016 through January 31, 2016, the date the Partnership fully redeemed its interest in BHM I, LLC.

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

Summarized information reflecting the Partnership’s investment in, and the Partnership’s pro rata share of the results of operations of the Trading Companies is shown in the following tables.


	June 30, 2016					For the three months ended June 30, 2016
	% of Partnership’s Partners’ Capital			Fair Value		Net Income (Loss)		Management Fees		Incentive Fees		Administrative Fees		Investment Objective	Redemptions Permitted
Altis I, LLC		-	%	$	-	$	(896,371)	$	44,855	$	-	$	-	Commodity Portfolio	Monthly
Aspect I, LLC		39.73	%		15,979,990		(355,981)		59,029		-		-	Commodity Portfolio	Monthly
Boronia I, LLC		31.35	%		12,611,673		854,165		46,910		130,127		-	Commodity Portfolio	Monthly

	June 30, 2016					For the six months ended June 30, 2016
	% of Partnership’s Partners’ Capital			Fair Value		Net Income (Loss)		Management Fees		Incentive Fees		Administrative Fees		Investment Objective	Redemptions Permitted
BHM I, LLC*		-	%	$	-	$	(159,081)	$	3,045	$	-	$	-	Commodity Portfolio	Monthly
Altis I, LLC		-	%		-		(2,307,557)		97,207		-		-	Commodity Portfolio	Monthly
Aspect I, LLC		39.73	%		15,979,990		(125,298)		119,979		56,710		-	Commodity Portfolio	Monthly
Boronia I, LLC		31.35	%		12,611,673		2,293,510		108,038		144,559		-	Commodity Portfolio	Monthly

	December 31, 2015					For the three months ended June 30, 2015
	% of Partnership’s Partners’ Capital			Fair Value		Net Income (Loss)		Management Fees		Incentive Fees		Administrative Fees		Investment Objective	Redemptions Permitted
BHM I, LLC		3.62	%	$	1,826,797	$	(478,795)	$	66,695	$	-	$	-	Commodity Portfolio	Monthly
Altis I, LLC		30.29	%		15,287,207		(2,571,521)		48,586		-		-	Commodity Portfolio	Monthly
Aspect I, LLC		34.14	%		17,235,691		(1,634,877)		44,317		-		-	Commodity Portfolio	Monthly
Boronia I, LLC		34.54	%		17,436,746		(4,653,747)		87,803		-		-	Commodity Portfolio	Monthly

	December 31, 2015					For the six months ended June 30, 2015
	% of Partnership’s Partners’ Capital			Fair Value		Net Income (Loss)		Management Fees		Incentive Fees		Administrative Fees		Investment Objective	Redemptions Permitted
BHM I, LLC		3.62	%	$	1,826,797	$	(2,296,941)	$	159,561	$	-	$	-	Commodity Portfolio	Monthly
Altis I, LLC		30.29	%		15,287,207		(936,469)		95,944		-		-	Commodity Portfolio	Monthly
Aspect I, LLC		34.14	%		17,235,691		(722,757)		87,261		228,030		-	Commodity Portfolio	Monthly
Boronia I, LLC		34.54	%		17,436,746		(3,937,927)		175,393		178,955		-	Commodity Portfolio	Monthly

* From January 1, 2016 through January 31, 2016, the date the Partnership fully redeemed its interest in BHM I, LLC.

Polaris Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

7.	Subsequent Events:

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

Item 2.

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

As of June 30, 2016, the percentage of assets allocated to each market sector was approximately as follows: Interest Rate 25.8%; Currency 33.2%; Equity 18.5%; and Commodity 22.5%.

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 Interest 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 CFTC 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 option contract has increased or decreased by an amount equal to the daily limit, positions in that futures or option contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the Trading Companies from promptly liquidating their futures or option contracts and result in restrictions on redemptions.

There is no limitation on daily price movements in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the 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 June 30, 2016, approximately 66.9% of the Partnership’s total investment exposure is futures contracts which are exchange-traded while approximately 33.1% 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.

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 and six months ended June 30, 2016 and 2015, 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 June 30, 2016 and March 31, 2016, the allocations between the Trading Companies were as follows:


Trading Company	Allocation as of 6/30/2016			Allocation as of 3/31/2016
Altis I, LLC		-	%		36.3	%
Aspect I, LLC		55.9	%		34.5	%
Boronia I, LLC		44.1	%		29.2	%

The Partnership’s results of operations set forth in the financial statements are prepared in accordance with GAAP, which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts 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 gains (losses) on investments” for open contracts, and recorded as “Net realized gains (losses) on investments” 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.

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

For the Three and Six Months Ended June 30, 2016

The Partnership recorded a loss in total trading results of $398,187 and net expenses totaling $315,600, resulting in a net loss of $713,787 for the three months ended June 30, 2016. The Partnership’s net asset value per Unit by share Class is provided in the table below.


Share Class	NAV Per Unit at 6/30/16		NAV Per Unit at 3/31/16
A	$	984.55	$	998.98
B	$	1,029.43	$	1,043.21
C	$	1,076.37	$	1,089.41
D	$	1,100.53	$	1,113.16
Z	$	1,176.70	$	1,187.96

During the second quarter, the Partnership posted a loss in net asset value per Unit as trading gains within the global interest rate, currency, and agricultural sectors offset losses in energy, metals, and global stock index sectors. The most significant losses were incurred within the energy complex during April and May from short positions in crude oil and its related products as prices rose as U.S. crude production declined, easing a global supply glut. Losses within the metals sector were recorded during May from long precious metals futures positions as prices declined as a strengthening U.S. dollar diminished investor demand. Additional losses were experienced in this sector during June from short industrial metals positions as prices increased after weak Chinese manufacturing data fueled optimism that more stimulus was on the way to bolster growth from the world’s biggest consumer of industrial metals. Within the global stock index sector, losses were incurred during the second quarter from long and short global equity index futures positions as prices whipsawed throughout the quarter amid speculation on government stimulus, corporate earnings, and implications of the U.K. leaving the European Union. The Partnership’s losses for the quarter were offset by gains achieved within the global interest rate sector during June from long positions in European and U.S. fixed income futures as prices advanced as uncertainty surrounding the economic and political fallout following the U.K.’s vote to leave the European Union increased demand for the relative “safety” of government debt. Within the currency sector, gains were experienced primarily during June from long positions in the New Zealand dollar versus the U.S. dollar as the relative value of the New Zealand dollar increased following a decision by Reserve Bank of New Zealand to hold off on cutting interest rates. Additional gains were recorded within the agricultural sector primarily during June from long sugar futures positions as poor growing conditions in Thailand, possible weather delays in the Brazilian harvest, and an expected supply shortfall next year all helped lift prices higher.

The Partnership recorded a loss in total trading results of $298,426 and net expenses totaling $682,057, resulting in a net loss of $980,483 for the six months ended June 30, 2016. The Partnership’s net asset value per Unit by share Class is provided in the table below.


Share Class	NAV Per Unit at 6/30/16		NAV Per Unit at 12/31/15

A	$	984.55	$	1,008.85
B	$	1,029.43	$	1,052.20
C	$	1,076.37	$	1,097.42
D	$	1,100.53	$	1,120.64
Z	$	1,176.70	$	1,193.70

During the first six months of the year, the Partnership posted a loss in net asset value per Unit as trading gains within the global interest rate and currency sectors offset losses in metals, agricultural, global stock index, and energy sectors. The most significant losses were recorded within the metals complex during January from short precious metals positions as prices increased as uncertainty in Chinese financial markets, plunging oil prices, and signs of softening U.S. economic growth all bolstered the safe haven appeal of the metals. Additional losses were recorded during February and March from short base metals futures positions as prices rose due to a decrease in the value of the U.S. dollar and optimism that demand would improve after the Chinese government signaled increased support for economic stimulus. During May, losses within the metals sector were recorded from long precious metals futures positions as prices declined as a strengthening U.S. dollar diminished investor demand. Further losses in this sector were experienced during June from short industrial metals positions as prices increased after weak Chinese manufacturing data fueled optimism that more stimulus was on the way to bolster growth from the world’s biggest consumer of industrial metals. Within the agricultural sector, losses were experienced during January from long cocoa futures positions after better-than-expected supplies from West Africa, prospects of waning chocolate demand, and a broader commodity market sell-off sent cocoa futures prices lower. Further losses in this sector were incurred during March from short coffee futures positions as prices were boosted by a combination of a stronger Brazilian real potentially reducing exports and concerns regarding dry weather in Colombian and Brazilian coffee growing regions. Within the global stock index sector, losses were incurred during April through June from long and short global equity index futures positions as prices whipsawed amid speculation on government stimulus, corporate earnings, and implications of the U.K. leaving the European Union. In the energy complex, losses were experienced during March from short natural gas futures positions as prices rose due to larger-than-expected inventory draws and an improved demand outlook amid cooler temperatures forecasted in the U.S. Additional losses were recorded in this sector during April and May from short positions in crude oil and its related products as prices rose as U.S. crude production declined, easing a global supply glut. The Partnership’s losses for the first six months of the year were offset by gains achieved within the global interest rates sector during January and February from long U.S. and European bond futures positions as prices increased following dovish comments released by the respective central banks and a flight-to-quality due to global growth concerns. During June, additional gains were achieved within this sector from long positions in European and U.S. fixed income futures as prices advanced as uncertainty surrounding the economic and political fallout following the U.K.’s vote to leave the European Union increased demand for the relative “safety” of government debt. Within the currency sector, gains were recorded during January from short positions in the British pound versus the U.S. dollar as the relative value of the pound fell amid concerns regarding the health of the U.K. economy and resulting implications for future rate increases. Additional gains were achieved in this sector during June from long positions in the New Zealand dollar versus the U.S. dollar as the relative value of the New Zealand dollar increased following a decision by Reserve Bank of New Zealand to hold off on cutting interest rates.

For the Three and Six Months Ended June 30, 2015

The Partnership recorded a loss in total trading results of $9,338,940 and net expenses totaling $472,723, resulting in a net loss of $9,811,663 for the three months ended June 30, 2015. The Partnership’s net asset value per Unit by share Class is provided in the table below.


Share Class	NAV Per Unit at 6/30/15		NAV Per Unit at 3/31/15

A	$	934.04	$	1,098.63
B	$	971.77	$	1,141.50
C	$	1,011.04	$	1,186.06
D	$	1,031.16	$	1,208.87
Z	$	1,094.32	$	1,280.38

During the second quarter, the Partnership posted a loss in net asset value per Unit from trading losses in global stock indices, energies, metals, global interest rates, agriculturals, and currencies. The most significant losses were achieved within the global stock index sector during May and June from long positions in European, U.S. and Asian index futures as prices decreased amid investor

anxiety over Greece’s debt obligations and China’s slowing economy. Within the energy complex, losses were recorded throughout the second quarter from long and short crude oil positions as prices fluctuated as the market assessed global demand and the value of the U.S. dollar. Within the metals sector, losses were recorded as prices whipsawed during April and May as investors attempted to gauge global demand and the timing of an U.S. central bank interest rate hike. The most notable trading losses in this sector were incurred from long positions in palladium, nickel, and tin. In the agricultural sector, losses were incurred during the first half of the April from short sugar futures positions as prices climbed higher after wet weather increased the likelihood the Brazilian cane harvest would be delayed. Additional losses were experienced during the second half of June from short corn and wheat futures positions as prices sharply rose due to crop concerns following heavy rainfall in the U.S. Midwest. In the global interest rate sector, losses were recorded during April from short Japanese government bond futures positions as prices increased amid lower global yields and plans by the Bank of Japan to increase debt purchases. Additional losses were experienced in this sector during June from long positions in U.S. and European fixed income futures positions as prices whipsawed amid uncertainty surrounding U.S. monetary policy and the Greek financial crisis. Losses within the currency sector were experienced primarily during April from short euro and Australian dollar positions versus the U.S. dollar as the value of the U.S. dollar declined following weaker-than expected U.S. economic data, which prompted speculation the U.S. Federal Reserve would potentially delay raising interest rates.

The Partnership recorded a loss in total trading results of $7,894,094 and net expenses totaling $977,109, resulting in a net loss of $8,871,203 for the six months ended June 30, 2015. The Partnership’s net asset value per Unit by share Class is provided in the table below.


Share Class	NAV Per Unit at 6/30/15		NAV Per Unit at 12/31/14

A	$	934.04	$	1,084.45
B	$	971.77	$	1,125.36
C	$	1,011.04	$	1,167.84
D	$	1,031.16	$	1,189.56
Z	$	1,094.32	$	1,257.58

During the first six months of the year, the Partnership posted a loss in net asset value per Unit as trading losses in metals, global stock indices, energy, and agriculturals more than offset trading gains in currencies and global interest rates. The most significant losses were incurred during March and June from long positions in palladium futures as prices fell dramatically on weakening demand from China, increasing supplies, and a strengthening U.S. dollar eroding demand the metal. Additional losses during March and May were experienced from long positions in nickel and tin futures as prices declined amid disappointing economic data in China, the world’s top consumer. Within the global stock index sector, losses were incurred during January, May, and June from long U.S., European, and Asian equity index futures positions as prices declined due to concerns associated with slowing global growth, the Greece financial crisis, and a stronger U.S. dollar. Within the energy complex, losses were experienced primarily during February, April, and June from long and short positions in crude oil as prices fluctuated as the market assessed global demand and the value of the U.S. dollar. In the agricultural sector, losses were incurred during January from long cocoa futures positions as prices declined following reports of waning demand amid slowing global growth and a decrease in disposable income. During the first half of the April additional losses were recorded from short sugar futures positions as prices climbed higher as wet weather increased the likelihood the Brazilian cane harvest would be delayed. Further losses were experienced during the second half of June from short corn and wheat futures positions as prices rose due to crop concerns following heavy rainfall in the U.S. Midwest. A portion of the Partnership’s losses during the first six months of the year was offset by gains experienced within the currency sector from short euro positions versus the U.S. dollar as the value of the euro decreased due to economic stimulus programs introduced by the European Central Bank and investor anxiety regarding the Greek financial crisis. 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 announced stimulus measures to combat widespread deflationary concerns and slowing economic growth.

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.

The futures, forwards and options traded by the Trading Companies and U.S. Treasury bills held 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 option contracts and forward currency option contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts and forward currency option 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 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.

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

“Value at Risk” is a measure of the maximum amount which 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 Value at Risk 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 Value at Risk 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 Value at Risk. 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 Value at Risk.

The Trading Companies’ Value at Risk in Different Market Sectors

As of June 30, 2016, the Partnership fully redeemed its investment in Altis I, LLC. As of December 31, 2015, Altis I, LLC’s total capitalization was $17,284,540. The Partnership owned approximately 88.4% of Altis I, LLC. As of December 31, 2015, Altis I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Altis for Trading) was as follows:


Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	1,403,409		8.12	%	$	1,528,556	$	272,571	$	901,181
Interest Rate		407,826		2.36	%		860,830		86,769		454,235
Equity		485,111		2.81	%		1,106,599		160,152		620,882
Commodity		1,891,809		10.94	%		2,221,803		1,245,413		1,662,203

Total	$	4,188,155		24.23	%

* Average of daily Value at Risk.

As of June 30, 2016, Aspect I, LLC’s total capitalization was $18,229,779. The Partnership owned approximately 87.7% of Aspect I, LLC. As of June 30, 2016, Aspect I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aspect for trading) was as follows:


Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	668,140		3.67	%	$	1,528,035	$	628,741	$	1,233,137
Interest Rate		575,561		3.16	%		726,944		399,498		516,900
Equity		190,878		1.05	%		425,232		166,295		283,490
Commodity		428,040		2.35	%		639,678		382,159		493,017

Total	$	1,862,619		10.23	%

* Average of daily Value at Risk.

As of December 31, 2015, Aspect I, LLC’s total capitalization was $19,472,503. The Partnership owned approximately 88.5% of Aspect I, LLC. As of December 31, 2015, Aspect I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aspect for trading) was as follows:


Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	1,100,415		5.65	%	$	1,704,974	$	105,953	$	912,533
Interest Rate		408,014		2.10	%		663,330		175,575		410,358
Equity		308,907		1.59	%		565,355		114,229		315,138
Commodity		1,237,294		6.35	%		1,464,866		424,670		788,553

Total	$	3,054,630		15.69	%

* Average of daily Value at Risk.

As of June 30, 2016, Boronia I, LLC’s total capitalization was $55,556,490. The Partnership owned approximately 22.7% of Boronia I, LLC. As of June 30, 2016, Boronia I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Boronia for trading) was as follows:


Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	2,081,598		3.75	%	$	4,145,766	$	960,149	$	2,446,748
Interest Rate		1,397,148		2.51	%		3,041,134		874,165		1,854,291
Equity		1,851,948		3.33	%		3,593,875		1,326,486		2,144,856
Commodity		1,502,842		2.71	%		2,964,346		1,137,263		1,818,666

Total	$	6,833,536		12.30	%

* Average of daily Value at Risk.

As of December 31, 2015, Boronia I, LLC’s total capitalization was $74,259,634. The Partnership owned approximately 23.5% of Boronia I, LLC. As of December 31, 2015, Boronia I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Boronia for trading) was as follows:


Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	5,810,883		7.82	%	$	9,670,214	$	2,053,234	$	5,191,005
Interest Rate		2,205,898		2.97	%		6,694,425		920,459		2,940,943
Equity		1,325,953		1.79	%		9,574,905		1,217,103		4,374,314
Commodity		4,505,079		6.07	%		9,333,026		1,774,957		4,937,710

Total	$	13,847,813		18.65	%

* Average of daily Value at Risk.

As of December 31, 2015, BHM I, LLC’s total capitalization was $78,671,908. The Partnership owned approximately 2.3% of BHM I, LLC. As of December 31, 2015, BHM I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to BHM for trading) was as follows:


Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	363,989		0.46	%	$	4,636,011	$	194,711	$	1,030,885
Interest Rate		11,825		0.02	%		1,399,215		-		162,482
Equity		294,019		0.37	%		1,990,777		53,641		565,750
Commodity		6,369,443		8.10	%		43,569,935		5,462,314		19,190,910

Total	$	7,039,276		8.95	%

* Average of daily Value at Risk.

Limitations on Value at Risk as an Assessment of Market Risk

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

•

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

•

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

•

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

•

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

•

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

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 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 General Partner, Ceres’ President (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 June 30, 2016. 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 June 30, 2016.

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.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

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

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

MS&Co. is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Exchange Act, which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2015, 2014, 2013, 2012, and 2011. In addition, MS&Co. annually prepares an Audited Consolidated Statements of Financial Condition (the “Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the “Commitments, Guarantees and Contingencies—Contingencies—Legal” section in MS&Co.’s 2015 Audited Financial Statement.

In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and MS&Co. has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Each of Morgan Stanley and MS&Co. is also involved, from time to time, in investigations and proceedings by governmental and/or regulatory agencies or self-regulatory organizations, certain of which may result in adverse judgments, fines or penalties. The number of these investigations and proceedings has increased in recent years with regard to many financial services institutions, including Morgan Stanley and MS&Co.

MS&Co. is a Delaware limited liability company with its main business office located at 1585 Broadway, New York, New York 10036. Among other registrations and memberships, MS&Co. is registered as a futures commission merchant and is a member of the National Futures Association.

Regulatory and Governmental Matters.

MS&Co. has received subpoenas and requests for information from certain federal and state regulatory and governmental entities, including among others various members of the RMBS Working Group of the Financial Fraud Enforcement Task Force, such as the United States Department of Justice, Civil Division and several state Attorney General’s Offices, concerning the origination, financing, purchase, securitization and servicing of subprime and non-subprime residential mortgages and related matters such as residential mortgage backed securities (“RMBS”), collateralized debt obligations (“CDOs”), structured investment vehicles (“SIVs”) and credit default swaps backed by or referencing mortgage pass-through certificates. These matters, some of which are in advanced stages, include, but are not limited to, investigations related to MS&Co.’s due diligence on the loans that it purchased for securitization, MS&Co.’s communications with ratings agencies, MS&Co.’s disclosures to investors, and MS&Co.’s handling of servicing and foreclosure related issues.

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

On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. and certain affiliates in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleges that MS&Co. made misrepresentations and omissions regarding RMBS and notes issued by the Cheyne SIV, and asserts violations of the California False Claims Act and other state laws and seeks treble damages, civil penalties, disgorgement, and injunctive relief. On July 20, 2016, MS&Co. filed a demurrer.

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

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

On June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by The Commodity Futures Trading Commission (“CFTC”) to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act, as amended (the “CEA”) and CFTC Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and failing to have adequate policies and procedures designed to detect and deter the violations of the CEA and CFTC Regulations. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. accepted and consented to entry of findings and the imposition of a cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine. MS&Co. entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co. violated CME Rules 432.Q and 538 and fined MS&Co. $750,000 and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

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

On April 21, 2015, the Chicago Board Options Exchange, Incorporated (“CBOE”) and the CBOE Futures Exchange, LLC (“CFE”) filed statements of charges against MS&Co. in connection with trading by one of MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of the November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7, Sections 9(a) and 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. CFE alleged that MS&Co. violated CFE Rules 608, 609 and 620. The matters were resolved on June 28, 2016 without any findings of fraud.

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

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

Civil Litigation

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, 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 sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates By orders dated June 23, 2011 and July 18, 2011, the court denied defendants’ omnibus motion to dismiss plaintiff’s amended complaint and on August 15, 2011, the court denied MS&Co.’s individual motion to dismiss the amended complaint. On March 7, 2013, the court granted defendants’ motion to strike plaintiff’s demand for a jury trial. The defendants’ joint motions for partial summary judgment were denied on November 9, 2015. At June 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $44 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 $44 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raises claims under both the federal securities laws and California law and seeks, 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. 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. At June 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $55 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 for this action up to the difference between the $55 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 July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that MS&Co. misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co. knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court denied MS&Co.’s motion to dismiss the complaint. Based on currently available information, MS&Co. believes it could incur a loss of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.

On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. and other defendants in the Circuit Court of the State of Illinois, styled Federal Home 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 June 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $49 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 $49 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On 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. The defendants’ motions to dismiss the amended complaint were granted in part and denied in part on September 30, 2013. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. At June 25, 2016, 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., 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 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 currently at issue in this action was approximately $644 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 granted in part and denied in part MS&Co.’s motion to dismiss the complaint. MS&Co. perfected its appeal from that decision on June 12, 2015. At June 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $258 million, and the certificates had incurred actual losses of approximately $84 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $258 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 May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $132 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 26, 2015, MS&Co. perfected its appeal from the court’s October 29, 2014 decision. At June 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $26 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $26 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 SIV”). 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 SIV were false and misleading, including because the ratings did not accurately reflect the risks associated with the subprime RMBS held by the Cheyne SIV. The plaintiffs asserted allegations of aiding and abetting fraud and negligent misrepresentation relating to approximately $852 million of securities issued by the Cheyne SIV. 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.

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 (“SPV”), were named as defendants in a purported class action in the United States District Court for the Southern District of New York (“SDNY”), styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et al. On January 31, 2014, the plaintiffs in the action, which related to securities issued by the SPV in Singapore, filed a second amended complaint, which asserted common law claims of fraud, aiding and abetting fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the implied covenant of good faith and fair dealing. On July 17, 2014, the parties reached an agreement to settle the litigation, which received final court approval on July 2, 2015.

On July 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 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. On June 8, 2015, the parties reached an agreement to settle the litigation.

On September 2, 2011, the Federal Housing Finance Agency (“FHFA”), as conservator for Fannie Mae and Freddie Mac, filed 17 complaints against numerous financial services companies, including MS&Co. and certain affiliates. A complaint against MS&Co. and certain affiliates and other defendants was filed in the Supreme Court of NY, styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to Fannie Mae and Freddie Mac of residential mortgage pass-through certificates with an original unpaid balance of approximately $11 billion. The complaint raised claims under federal and state securities laws and common law and seeks, among other things, rescission and compensatory and punitive damages. On February 7, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

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.

On April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Superior Court of the State of New Jersey, styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. was approximately $1.073 billion. The amended complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On January 8, 2016, the parties reached an agreement to settle the litigation.

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.

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

On February 14, 2013, Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Bank Hapoalim B.M. v. Morgan Stanley et al. The complaint 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. On July 28, 2015, the parties reached an agreement to settle the litigation, and on August 12, 2015, the plaintiff filed a stipulation of discontinuance with prejudice.

On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the SDNY. The complaint alleged that defendants made untrue statements of material fact or omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiffs in the matter was approximately $417 million. The complaint alleged violations of federal and various state securities laws and sought, among other things, rescissionary and compensatory damages. On November 23, 2015, the parties reached an agreement to settle the matter.

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

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.

Item 1A.

Risk Factors.

There have been no material changes to the risk factors set forth under Part I, Item IA. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

Item 2.

Unregistered Sales of Equity 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 from inception through June 30, 2016 was $342,587,325. Since inception, the Partnership has received $2,317,000 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, option, 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
April 1, 2016 - April 30, 2016		863.583	$	968.58	N/A	N/A
May 1, 2016 - May 31, 2016		307.896	$	938.74	N/A	N/A
June 1, 2016 - June 30, 2016		786.807	$	984.55	N/A	N/A

		1,958.286	$	970.30


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
April 1, 2016 - April 30, 2016		42.000	$	1,011.90	N/A	N/A
May 1, 2016 - May 31, 2016		-	$	N/A	N/A	N/A
June 1, 2016 - June 30, 2016		473.133	$	1,029.43	N/A	N/A

		515.133	$	1,028.00


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
April 1, 2016 - April 30, 2016		1,458.675	$	1,057.17	N/A	N/A
May 1, 2016 - May 31, 2016		540.504	$	1,025.48	N/A	N/A
June 1, 2016 - June 30, 2016		372.678	$	1,076.37	N/A	N/A

		2,371.857	$	1,052.96

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 D

April 1, 2016 - April 30, 2016

N/A

May 1, 2016 - May 31, 2016

N/A

June 1, 2016 - June 30, 2016

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

April 1, 2016 - April 30, 2016

N/A

May 1, 2016 - May 31, 2016

10.000

1,120.16

N/A

June 1, 2016 - June 30, 2016

73.029

1,176.70

N/A

83.029

1,169.89

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 3. Defaults Upon Senior Securities – None.

Item 4. Mine Safety Disclosures – Not applicable.

Item 5. Other Information – None.

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

32.01		Certification of President 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 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.

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.

SIGNATURES

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


POLARIS FUTURES FUND L.P.

By:		Ceres Managed Futures LLC
		(General Partner)

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

Date: August 11, 2016

By:		/s/ Steven Ross
		Steven Ross
		Chief Financial Officer and Director
		(Principal Accounting Officer)

Date: August 11, 2016

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Polaris Futures Fund L.P. Reports

Polaris Futures Fund L.P. - FORM 10-Q - August 11, 2016

Attached files

Polaris Futures Fund L.P. Reports