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

Attached files

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EX-31.02 - EX-31.02 - Meritage Futures Fund L.P.	d230281dex3102.htm
EX-32.02 - EX-32.02 - Meritage Futures Fund L.P.	d230281dex3202.htm
EX-32.01 - EX-32.01 - Meritage Futures Fund L.P.	d230281dex3201.htm
EX-31.01 - EX-31.01 - Meritage Futures Fund L.P.	d230281dex3101.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 September 30, 2016

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-53113

MERITAGE FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)

Delaware

20-8529352

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(855) 672-4468

(Registrant’s telephone number, including area code)

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. (Check one):


Large accelerated filer		Accelerated filer		Non-accelerated filer X		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 October 31, 2016, 9,828.054 Limited Partnership Class A Units were outstanding, 1,031.930 Limited Partnership Class B Units were outstanding, 428.256 Limited Partnership Class C Units were outstanding, and 17.770 Limited Partnership Class Z Units were outstanding.

MERITAGE FUTURES FUND L.P.

FORM 10-Q

INDEX


		Page Number
PART I – Financial Information:

Item 1.	Financial Statements:

	Statements of Financial Condition as of September 30, 2016 and December 31, 2015 (unaudited)		2

	Schedules of Investments as of September 30, 2016 (unaudited) and December 31, 2015		3-4

	Statements of Income and Expenses for the three and nine months ended September 30, 2016 and 2015 (unaudited)		5

	Statements of Changes in Partners’ Capital for the nine months ended September 30, 2016 and 2015 (unaudited)		6

	Notes to Financial Statements (unaudited)		7-15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16-18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		19-22

Item 4.	Controls and Procedures		23

PART II – Other Information:

Item 1.	Legal Proceedings		24-31

Item 1A.	Risk Factors		32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32

Item 3.	Defaults Upon Senior Securities		32

Item 4.	Mine Safety Disclosures		32

Item 5.	Other Information		32

Item 6.	Exhibits		33

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Meritage Futures Fund L.P.

Statements of Financial Condition

(Unaudited)


	September 30, 2016		December 31, 2015
Assets:
Investment in the Affiliated Trading Companies, at fair value (cost $10,184,705 and $13,118,174 at September 30, 2016 and December 31, 2015, respectively)	$	10,258,757	$	13,597,171
Expense reimbursement		79		-
Cash at bank		1,184		-

Total assets	$	10,260,020	$	13,597,171


Liabilities and Partners’ Capital:
Liabilities:
Redemptions payable to General Partner	$	20,000	$	-
Redemptions payable to Limited Partners		402,685		75,645

Total liabilities		422,685		75,645


Partners’ Capital:
General Partner, Class Z, 110.544 and 161.611 Units outstanding at September 30, 2016 and December 31, 2015, respectively		110,546		173,079
Limited Partners, Class A, 10,042.365 and 12,689.809 Units outstanding at September 30, 2016 and December 31, 2015, respectively		8,358,349		11,483,604
Limited Partners, Class B, 1,101.594 and 1,151.594 Units outstanding at September 30, 2016 and December 31, 2015, respectively		959,951		1,086,979
Limited Partners, Class C, 428.256 and 770.786 Units outstanding at September 30, 2016 and December 31, 2015, respectively		390,719		758,833
Limited Partners, Class Z, 17.770 Units outstanding at September 30, 2016 and December 31, 2015		17,770		19,031

Total partners’ capital (net asset value)		9,837,335		13,521,526

Total liabilities and partners’ capital	$	10,260,020	$	13,597,171


Net asset value per Unit:
Class A	$	832.31	$	904.95
Class B	$	871.42	$	943.89
Class C	$	912.35	$	984.49
Class Z	$	1,000.02	$	1,070.96

See accompanying notes to financial statements.

Meritage Futures Fund L.P.

Schedule of Investments

September 30, 2016

(Unaudited)


	Fair Value		% of Partners’ Capital
Investment in the Affiliated Trading Companies
Morgan Stanley Smith Barney Aspect I, LLC	$	3,145,406		31.97	%
Morgan Stanley Smith Barney Boronia I, LLC		3,972,228		40.38
Morgan Stanley Smith Barney TT II, LLC		3,141,123		31.93

Total Investment in the Affiliated Trading Companies (cost of $10,184,705)	$	10,258,757		104.28	%

See accompanying notes to financial statements.

Meritage Futures Fund L.P.

Schedule of Investments

December 31, 2015


	Fair Value		% of Partners’ Capital
Investment in the Affiliated Trading Companies
Morgan Stanley Smith Barney Augustus I, LLC	$	2,961,238		21.90	%
Morgan Stanley Smith Barney Altis I, LLC		1,997,333		14.77
Morgan Stanley Smith Barney Aspect I, LLC		2,236,814		16.54
Morgan Stanley Smith Barney Boronia I, LLC		3,561,122		26.34
Morgan Stanley Smith Barney BHM I, LLC		262,690		1.94
Morgan Stanley Smith Barney TT II, LLC		2,577,974		19.07

Total Investment in the Affiliated Trading Companies (cost of $13,118,174)	$	13,597,171		100.56	%

See accompanying notes to financial statements.

Meritage Futures Fund L.P.

Statements of Income and Expenses

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Expenses:
Ongoing placement agent fees	$	51,890	$	72,126	$	170,562	$	240,980
General Partner fees		27,914		38,415		91,344		128,258
Administrative fees		11,166		15,366		36,537		51,304
Other fees		197		-		592		-

Total expenses		91,167		125,907		299,035		420,542
Expense reimbursements		(252)		-		(856)		-

Net expenses		90,915		125,907		298,179		420,542


Net investment loss		(90,915)		(125,907)		(298,179)		(420,542)


Trading Results:
Net gains (losses) on investment in the Affiliated Trading Companies:
Net realized gains (losses) on investment in the Affiliated Trading Companies		(294,037)		(111,807)		(184,254)		(322,378)
Net change in unrealized gains (losses) on investment in the Affiliated Trading Companies		(478,546)		1,000,642		(404,945)		(508,608)

Total trading results		(772,583)		888,835		(589,199)		(830,986)


Net income (loss)	$	(863,498)	$	762,928	$	(887,378)	$	(1,251,528)


Net income (loss) allocation by Class:
Class A	$	(717,274)	$	634,822	$	(745,478)	$	(1,067,051)
Class B	$	(78,331)	$	79,463	$	(77,502)	$	(121,040)
Class C	$	(56,407)	$	37,851	$	(55,606)	$	(51,145)
Class Z	$	(11,486)	$	10,792	$	(8,792)	$	(12,292)

Net income (loss) per Unit*:
Class A	$	(69.07)	$	43.15	$	(72.64)	$	(68.43)
Class B	$	(71.11)	$	46.05	$	(72.47)	$	(67.48)
Class C	$	(73.18)	$	49.10	$	(72.14)	$	(66.36)
Class Z	$	(77.44)	$	55.75	$	(70.94)	$	(63.50)

	Units		Units		Units		Units
Weighted average number of Units outstanding:
Class A		10,398.673		14,699.966		11,298.823		15,281.403
Class B		1,101.594		1,633.299		1,112.705		1,766.514
Class C		770.786		770.786		770.786		770.786
Class Z		148.314		193.562		155.218		193.562

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

See accompanying notes to financial statements.

Meritage Futures Fund L.P.

Statements of Changes in Partners’ Capital

For the Nine Months Ended September 30, 2016 and 2015 (Unaudited)


	Class A		Class B		Class C		Class Z		Total
Partners’ Capital, December 31, 2015	$	11,483,604	$	1,086,979	$	758,833	$	192,110	$	13,521,526
Net income (loss)		(745,478)		(77,502)		(55,606)		(8,792)		(887,378)
Redemptions		(2,379,777)		(49,526)		(312,508)		(55,002)		(2,796,813)

Partners’ Capital, September 30, 2016	$	8,358,349	$	959,951	$	390,719	$	128,316	$	9,837,335


Partners’ Capital, December 31, 2014	$	15,365,368	$	1,889,416	$	801,994	$	216,897	$	18,273,675
Subscriptions		217,500		-		-		-		217,500
Net income (loss)		(1,067,051)		(121,040)		(51,145)		(12,292)		(1,251,528)
Redemptions		(1,430,382)		(287,228)		-		(14,990)		(1,732,600)

Partners’ Capital, September 30, 2015	$	13,085,435	$	1,481,148	$	750,849	$	189,615	$	15,507,047


	Class A		Class B		Class C		Class Z
Ending Units, December 31, 2015		12,689.809		1,151.594		770.786		179.381
Redemptions		(2,647.444)		(50.000)		(342.530)		(51.067)

Ending Units, September 30, 2016		10,042.365		1,101.594		428.256		128.314

Ending Units, December 31, 2014		15,904.741		1,884.501		770.786		193.562
Subscriptions		223.465		-		-		-
Redemptions		(1,550.959)		(300.599)		-		(14.181)

Ending Units, September 30, 2015		14,577.247		1,583.902		770.786		179.381

See accompanying notes to financial statements.

Meritage Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

1.	Organization:

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

The Partnership commenced trading operations on August 1, 2007, in accordance with the terms of its limited partnership agreement, as may be 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 (“OTC”) 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 September 30, 2016, all trading decisions were made for the Partnership by Aspect Capital Limited (“Aspect”), Boronia Capital Pty. Ltd. (“Boronia”) and Transtrend B.V. (“Transtrend”), each of which is a Trading Advisor.

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

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

Meritage Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

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

Units of limited partnership interest (“Units”) of the Partnership are offered in two classes in a private placement pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Depending on the aggregate amount invested in the Partnership, limited partners receive class A or D Units in the Partnership (each, a “Class” and collectively, the “Classes”). Certain limited partners who are not subject to the ongoing placement agent fee are deemed to hold Class Z Units. Ceres received Class Z Units with respect to its investment in the Partnership. As of September 30, 2016 and December 31, 2015, there were no Class D Units outstanding. Class B and Class C Units are no longer being offered to new investors, but will continue to be offered to existing Class B and Class C investors.

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

Effective January 1, 2016, TT II, LLC pays Transtrend a half year incentive fee equal to 20% of the new trading profits earned by the Partnership.

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 September 30, 2016, the results of its operations for the three and nine months ended September 30, 2016 and 2015 and changes in partners’ capital for the nine months ended September 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 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.

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 investment in the 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 investment 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 September 30, 2016 and December 31, 2015, the Partnership’s total cash balance was $1,184 and $0, respectively.

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.

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

Meritage Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

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

Partnership’s Investment. The Partnership’s investment in the Trading Companies is stated at fair value, which is 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 the change in net 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 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.

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 the trade date and open contracts are recorded at fair value as (described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the first-in, first-out method. 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 has concluded that no provision for income tax is required in the Partnership’s financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 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 ASC 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.

Meritage Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

3.	Financial Highlights:

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


	Three Months Ended September 30, 2016
	Class A			Class B			Class C			Class Z

Per Unit Performance: (for a unit outstanding throughout the period)*
Net realized and unrealized gains (losses)	$	(61.52)		$	(64.38)		$	(67.36)		$	(73.72)
Net investment loss		(7.55)			(6.73)			(5.82)			(3.72)

Increase (decrease) for the period		(69.07)			(71.11)			(73.18)			(77.44)
Net asset value per Unit, beginning of period		901.38			942.53			985.53			1,077.46

Net asset value per Unit, end of period	$	832.31		$	871.42		$	912.35		$	1,000.02


	Three Months Ended September 30, 2016
	Class A			Class B			Class C			Class Z
Ratios to Average Limited Partners’ Capital:**
Net investment loss		(3.5)	%		(2.9)	%		(2.7)	%		(1.5)	%


Partnership expenses before expense reimbursements		3.5	%		2.9	%		2.7	%		1.5	%
Expense reimbursements		(0.0)	%***		(0.0)	%***		(0.0)	%***		(0.0)	%***

Partnership expenses after expense reimbursements		3.5	%		2.9	%		2.7	%		1.5	%


Total Return		(7.7)	%		(7.5)	%		(7.4)	%		(7.2)	%


	Nine Months Ended September 30, 2016
	Class A			Class B			Class C			Class Z

Per Unit Performance: (for a unit outstanding throughout the period)*
Net realized and unrealized gains (losses)	$	(49.63)		$	(51.99)		$	(54.44)		$	(59.66)
Net investment loss		(23.01)			(20.48)			(17.70)			(11.28)

Increase (decrease) for the period		(72.64)			(72.47)			(72.14)			(70.94)
Net asset value per Unit, beginning of period		904.95			943.89			984.49			1,070.96

Net asset value per Unit, end of period	$	832.31		$	871.42		$	912.35		$	1,000.02


	Nine Months Ended September 30, 2016
	Class A			Class B			Class C			Class Z
Ratios to Average Limited Partners’ Capital:**
Net investment loss		(3.5)	%		(2.9)	%		(2.5)	%		(1.4)	%


Partnership expenses before expense reimbursements		3.5	%		2.9	%		2.5	%		1.4	%
Expense reimbursements		(0.0)	%***		(0.0)	%***		(0.0)	%***		(0.0)	%***

Partnership expenses after expense reimbursements		3.5	%		2.9	%		2.5	%		1.4	%


Total Return		(8.0)	%		(7.7)	%		(7.3)	%		(6.6)	%

Meritage Futures Fund L.P.

Notes to Financial Statements

(Unaudited)


	Three Months Ended September 30, 2015
	Class A			Class B			Class C			Class Z

Per Unit Performance: (for a unit outstanding throughout the period)*
Net realized and unrealized gains (losses)	$	50.63		$	52.68		$	54.82		$	59.36
Net investment loss		(7.48)			(6.63)			(5.72)			(3.61)

Increase (decrease) for the period		43.15			46.05			49.10			55.75
Net asset value per Unit, beginning of period		854.51			889.08			925.03			1,001.30

Net asset value per Unit, end of period	$	897.66		$	935.13		$	974.13		$	1,057.05


	Three Months Ended September 30, 2015
	Class A			Class B			Class C			Class Z
Ratios to Average Limited Partners’ Capital:**
Net investment loss		(3.4)	%		(2.9)	%		(2.4)	%		(1.4)	%


Partnership expenses before expense reimbursements		3.4	%		2.9	%		2.4	%		1.4	%
Expense reimbursements		-	%		-	%		-	%		-	%

Partnership expenses after expense reimbursements		3.4	%		2.9	%		2.4	%		1.4	%


Total Return		5.1	%		5.2	%		5.3	%		5.6	%


	Nine Months Ended September 30, 2015
	Class A			Class B			Class C			Class Z

Per Unit Performance: (for a unit outstanding throughout the period)*
Net realized and unrealized gains (losses)	$	(44.47)		$	(46.25)		$	(48.09)		$	(51.99)
Net investment loss		(23.96)			(21.23)			(18.27)			(11.51)

Increase (decrease) for the period		(68.43)			(67.48)			(66.36)			(63.50)
Net asset value per Unit, beginning of period		966.09			1,002.61			1,040.49			1,120.55

Net asset value per Unit, end of period	$	897.66		$	935.13		$	974.13		$	1,057.05


	Nine Months Ended September 30, 2015
	Class A			Class B			Class C			Class Z
Ratios to Average Limited Partners’ Capital:**
Net investment loss		(3.5)	%		(3.0)	%		(2.4)	%		(1.4)	%

Partnership expenses before expense reimbursements		3.5	%		3.0	%		2.4	%		1.4	%

Expense reimbursements		-	%		-	%		-	%		-	%

Partnership expenses after expense reimbursements		3.5	%		3.0	%		2.4	%		1.4	%


Total Return		(7.1)	%		(6.7)	%		(6.4)	%		(5.7)	%

(*) 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 its respective share of income, expenses and average partners’ capital of the Partnership and excludes the income and expenses of the Trading Companies.

Meritage 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 on open futures contracts, net unrealized gain on open forward contracts, net unrealized loss on open futures contracts and net unrealized loss on open forward contracts, as applicable. The resulting net change in unrealized gains and losses is reflected in the 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 exchange-traded contracts 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 due to 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 on the Trading Companies’ Statements of Financial Condition. The difference between the fair value of an option and the premiums received/premiums paid is treated as an unrealized gain or loss within the Trading Companies’ Statements of Income and Expenses.

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.

Meritage Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

Trading Companies’ Investments. The fair value of exchange-traded futures, option and forward contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of non-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as input the spot prices, interest rates and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. 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 September 30, 2016 and December 31, 2015 and for the periods ended September 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.

6.	Trading Advisors and the Trading Companies:

At September 30, 2016, the Partnership owned approximately 12.7% of Aspect I, LLC, 7.5% of Boronia I, LLC and 1.0% of TT II, LLC. At December 31, 2015, the Partnership owned approximately 11.5% of Aspect I, LLC, 11.6% of Altis I, LLC, 23.2% of Augustus I, LLC, 0.3% of BHM I, LLC, 4.8 % of Boronia I, LLC and 0.7% of TT II, LLC.

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

The tables below represent summarized results of operations of the Trading Companies that the Partnership invests in for the three and nine months ended September 30, 2016 and 2015, respectively.


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

Boronia I, LLC	$	(601,850)	$	(7,110,962)	$	(7,712,812)
Augustus I, LLC ^(a)		(16,108)		(229,270)		(245,378)
TT II, LLC		(1,119,494)		(1,308,799)		(2,428,293)
Aspect I, LLC		(105,978)		(310,666)		(416,644)

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

Boronia I, LLC	$	(2,375,665)	$	4,386,573	$	2,010,908
BHM I, LLC ^(b)		(170,710)		(6,343,252)		(6,513,962)
Augustus I, LLC ^{(c )}		(124,391)		(907,789)		(1,032,180)
TT II, LLC		(5,657,306)		41,160,835		35,503,529
Altis I, LLC ^(d)		(171,789)		(2,453,952)		(2,625,741)
Aspect I, LLC		(321,910)		(236,859)		(558,769)

(a) From July 1, 2016 through July 31, 2016, the date the Partnership fully redeemed its interest in Augustus I, LLC.

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

(d) From January 1, 2016 through June 30, 2016, the date the Partnership fully redeemed its interest in Altis I, LLC.

Meritage Futures Fund L.P.

Notes to Financial Statements

(Unaudited)


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

Boronia I, LLC	$	(1,075,317)	$	8,917,469	$	7,842,152
Augustus I, LLC		(65,855)		(219,640)		(285,495)
BHM I, LLC		(810,136)		(3,890,612)		(4,700,748)
TT II, LLC		(1,655,018)		34,483,182		32,828,164
Altis I, LLC		(77,629)		1,184,113		1,106,484
Aspect I, LLC		(106,899)		2,097,234		1,990,335

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

Boronia I, LLC	$	(4,665,174)	$	(7,844,128)	$	(12,509,302)
Augustus I, LLC		(233,619)		396,752		163,133
BHM I, LLC		(3,198,829)		(29,947,615)		(33,146,444)
TT II, LLC		(11,948,868)		7,069,645		(4,879,223)
Altis I, LLC		(228,688)		258,864		30,176
Aspect I, LLC		(477,279)		1,645,611		1,168,332

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.


	September 30, 2016				For the three months ended September 30, 2016
	% of Partners’ Capital		Fair Value		Net Income (Loss)		Management Fees		Incentive Fees		Administrative Fees		Investment Objective	Redemptions Permitted

Augustus I, LLC ^(a)		-	$	-	$	(54,477)	$	2,958	$	-	$	690	Commodity Portfolio	Monthly
Aspect I, LLC		31.97		3,145,406		(55,137)		12,317		-		2,874	Commodity Portfolio	Monthly
Boronia I, LLC		40.38		3,972,228		(601,317)		15,247		-		3,557	Commodity Portfolio	Monthly
TT II, LLC		31.93		3,141,123		(61,652)		7,488		43		2,621	Commodity Portfolio	Monthly

	September 30, 2016				For the nine months ended September 30, 2016
	% of Partners’ Capital		Fair Value		Net Income (Loss)		Management Fees		Incentive Fees		Administrative Fees		Investment Objective	Redemptions Permitted

Augustus I, LLC ^{( b)}		-	$	-	$	(232,040)	$	22,851	$	-	$	5,332	Commodity Portfolio	Monthly
Altis I, LLC ^(c)		-		-		(318,182)		13,388		-		3,749	Commodity Portfolio	Monthly
Aspect I, LLC		31.97		3,145,406		(71,964)		28,737		7,038		6,706	Commodity Portfolio	Monthly
Boronia I, LLC		40.38		3,972,228		(106,179)		40,206		33,537		9,381	Commodity Portfolio	Monthly
TT II, LLC		31.93		3,141,123		160,255		18,980		46,302		6,645	Commodity Portfolio	Monthly
BHM I, LLC ^(d)		-		-		(21,089)		402		-		71	Commodity Portfolio	Monthly

^(a)From July 1, 2016 through July 31, 2016, the date the Partnership fully redeemed its interest in Augustus I, LLC.

^(b)From January 1, 2016 through July 31, 2016, the date the Partnership fully redeemed its interest in Augustus I, LLC.

^(c)From January 1, 2016 through June 30, 2016, the date the Partnership fully redeemed its interest in Altis I, LLC.

^(d)From January 1, 2016 through January 31, 2016, the date the Partnership fully redeemed its interest in BHM I, LLC.

Meritage Futures Fund L.P.

Notes to Financial Statements

(Unaudited)


	December 31, 2015				For the three months ended September 30, 2015
	% of Partners’ Capital		Fair Value		Net Income (Loss)		Management Fees		Incentive Fees		Administrative Fees		Investment Objective		Redemptions Permitted
Augustus I, LLC		21.90	$	2,961,238	$	(69,433)	$	12,669	$	-	$	2,956		Commodity Portfolio		Monthly
Altis I, LLC		14.77		1,997,333		131,867		6,193		-		1,734		Commodity Portfolio		Monthly
Aspect I, LLC		16.54		2,236,814		233,335		7,421		4,956		1,731		Commodity Portfolio		Monthly
Boronia I, LLC		26.34		3,561,122		437,050		19,698		-		4,596		Commodity Portfolio		Monthly
TT II, LLC		19.07		2,577,974		193,695		5,655		-		1,583		Commodity Portfolio		Monthly
BHM I, LLC		1.94		262,690		(37,679)		4,615		-		808		Commodity Portfolio		Monthly

	December 31, 2015				For the nine months ended September 30, 2015
	% of Partners’ Capital		Fair Value		Net Income (Loss)		Management Fees		Incentive Fees		Administrative Fees		Investment Objective		Redemptions Permitted

Augustus I, LLC		21.90	$	2,961,238	$	34,810	$	39,757	$	6,848	$	9,276		Commodity Portfolio		Monthly
Altis I, LLC		14.77		1,997,333		(7,971)		19,135		4,733		5,358		Commodity Portfolio		Monthly
Aspect I, LLC		16.54		2,236,814		134,089		19,130		34,931		4,463		Commodity Portfolio		Monthly
Boronia I, LLC		26.34		3,561,122		(684,538)		68,691		50,937		16,028		Commodity Portfolio		Monthly
TT II, LLC		19.07		2,577,974		39,035		17,959		31,702		5,028		Commodity Portfolio		Monthly
BHM I, LLC		1.94		262,690		(346,411)		26,364		-		4,614		Commodity Portfolio		Monthly

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

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its only assets are its investment in the Affiliated Trading Companies, expense reimbursement and cash at bank. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in the Affiliated Trading Companies. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2016.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by income (loss) from its investment in the Affiliated Trading Companies, expenses and subscriptions and redemptions of Units and distributions of profits, if any.

For the nine months ended September 30, 2016, Partnership capital decreased 27.2% from $13,521,526 to $9,837,335. This decrease was attributable to redemptions of 2,647.444 limited partner Class A Units totaling $2,379,777, 50.000 limited partner Class B Units totaling $49,526, 342.530 limited partner Class C Units totaling $312,508 and redemptions of 51.067 General Partner Class Z Units totaling $55,002, coupled with a net loss of $887,378. Future redemptions can impact the amount of funds available for investments in subsequent periods.

Critical Accounting Policies

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

The Partnership records all investments at fair value in their financial statements, with changes in fair value reported as a component of net realized gains (losses) on investments in the Affiliated Trading Companies and net change in unrealized gains (losses) on investments in the Affiliated Trading Companies in the Statements of Income and Expenses.

The General Partner estimates that at any given time approximately 20.1% to 42.6% of the Partnership’s contracts held indirectly through its investment in the Trading Companies are traded OTC.

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, forwards and options markets. The following presents a summary of the Partnership’s operations for the three and nine months ended September 30, 2016, 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 September 30, 2016 and June 30, 2016, the allocations between the Trading Companies were as follows:


Trading Company	Allocation as of 9/30/2016	Allocation as of 6/30/2016

Boronia I, LLC	38.7%	31.5%
Augustus I, LLC	0.0%	23.0%
TT II, LLC	30.6%	22.6%
Aspect I, LLC	30.7%	22.9%

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 open contracts,” and recorded as “Net realized gains (losses) on closed contracts” when open positions are closed out. The sum of these amounts constitutes the 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.

During the Partnership’s third quarter of 2016, the net asset value per Unit for Class A decreased 7.7% from $901.38 to $832.31, as compared to an increase of 5.1% in the third quarter of 2015. During the Partnership’s third quarter of 2016, the net asset value per Unit for Class B decreased 7.5% from $942.53 to $871.42, as compared to an increase of 5.2% in the third quarter of 2015. During the Partnership’s third quarter of 2016, the net asset value per Unit for Class C decreased 7.4% from $985.53 to $912.35, as compared to an increase of 5.3% in the third quarter of 2015. During the Partnership’s third quarter of 2016, the net asset value per Unit for Class Z decreased 7.2% from $1,077.46 to $1,000.02, as compared to an increase of 5.6% in the third quarter of 2015. The Partnership, through its investment in the Trading Companies, experienced a net trading loss before fees and expenses in the third quarter of 2016 of $772,583. Losses were primarily attributable to the Trading Companies’ trading of commodity futures in currencies, U.S interest rates, energy, grains and metals, and were partially offset by gains in non-U.S. interest rates, livestock, softs and indices. The Partnership, through its investment in the Trading Companies, experienced a net trading gain before fees and expenses in the third quarter of 2015 of $888,835. Gains were primarily attributable to the Trading Companies’ trading of commodity futures in energy, global interest rates, global stock indices, metals, agriculturals and currencies.

The most significant losses were incurred within the global interest rate sector during the third quarter from long U.S. fixed income futures positions as prices decreased amid speculation the U.S. Federal Reserve (“Fed”) would raise interest rates in the near future. Within the energy complex, losses were recorded primarily during August and September from short positions in crude oil and its related products as prices increased after reports surfaced and were confirmed that the Organization of the Petroleum Exporting Countries (“OPEC”) would curtail oil production. In the currency sector, losses were recorded during the third quarter from short positions in the euro versus the U.S. dollar as the relative value of the euro rebounded after concern regarding the U.K. referendum vote to leave the E.U. subsided and the relative value of the dollar decreased following the U.S. Federal Reserve (“Fed”) September meeting’s decision not to tighten monetary policy. Losses within the metals complex were experienced in August from long positions in precious metals futures as prices moved lower due to weakening investor demand. Additional losses were recorded within the metals markets during September from short copper futures positions. The Partnership’s losses for the quarter were partially offset by gains achieved within the agricultural markets primarily during August from short positions in wheat and corn futures as prices moved lower as positive weather conditions in the world’s grain growing regions added to a global supply glut. Additional gains in this sector were recorded from long positions in sugar futures during September. Within the global stock index sector, gains were experienced from long U.S. equity index futures positions as prices rose amid reports during early July of positive U.S. economic data and better-than-expected corporate earnings.

During the Partnership’s nine months ended September 30, 2016, the net asset value per Unit for Class A decreased 8.0% from $904.95 to $832.31, as compared to a decrease of 7.1% in the nine months ended September 30, 2015. During the Partnership’s nine months ended September 30, 2016, the net asset value per Unit for Class B decreased 7.7% from $943.89 to $871.42, as compared to a decrease of 6.7% in the nine months ended September 30, 2015. During the Partnership’s nine months ended September 30, 2016, the net asset value per Unit for Class C decreased 7.3% from $984.49 to $912.35, as compared to a decrease of 6.4% in the nine months ended September 30, 2015. During the Partnership’s nine months ended September 30, 2016, the net asset value per Unit for Class Z decreased 6.6% from $1,070.96 to $1,000.02, as compared to a decrease of 5.7% in the nine months ended September 30, 2015. The Partnership, through its investment in the Trading Companies, experienced a net trading loss before fees and expenses in the nine months ended September 30, 2016 of $589,199. Losses were primarily attributable to the Trading Companies’ trading of currencies, energy, U.S. interest rates, livestock, metals, softs and indices, and were partially offset by trading gains in non-U.S. interest rates and grains. The Partnership, through its investment in the Trading Companies, experienced a net trading loss before fees and expenses in the nine months ended September 30, 2015 of $830,986. Losses were primarily attributable to the Trading Companies’ trading in global stock indices, metals, and agriculturals, and were partially offset by trading gains in currencies, global interest rates and energy.

The most significant losses were incurred 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. During May and August, further losses were incurred in this sector from long positions in precious metals futures positions as prices declined due to weakening investor demand. Additional losses were recorded in metals during September from short copper futures positions. 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. During April, additional losses were incurred from short positions in crude oil and its related products as prices rose due to a weak U.S. dollar and a decline in U.S. production. Further losses were recorded primarily during August and September from short positions in crude oil and its related products as prices increased after reports surfaced and were confirmed that the Organization of the Petroleum Exporting Countries (“OPEC”) would curtail oil production. Within the currency markets, losses were incurred during March from short positions in the Korean won, Swiss franc, and New Zealand dollar as the relative value of the U.S. dollar weakened following dovish comments from U.S. Federal Reserve Chair Janet Yellen that pushed out expectations for the U.S. central bank’s next interest rate hike. During May, further losses were recorded in currencies from long positions in the Mexican peso and New Zealand dollar versus the U.S. dollar as the relative value of the U.S. currency rallied after hawkish comments from the U.S. Federal Reserve increased speculation that interest rates could be increased in the near future. Additional losses were recorded during the third quarter from short positions in the euro versus the U.S. dollar as the relative value of the euro rebounded. Within the global stock index sector, losses were recorded primarily during June from long U.S., Asian, and European equity index futures positions as prices declined amid investor anxiety following the U.K’s decision to leave the European Union. Losses within the global stock index markets were also recorded during August and September from long positions in U.S., European, and Asian stock indices as prices fluctuated amid speculation surrounding global central bank activity and its consequential effects on the marketplace. In the agricultural markets, losses were recorded during January from short corn futures positions as prices rose after a strong U.S. export sales report and adverse weather conditions in Brazil. Losses in this sector were also incurred during March from short coffee futures positions and during August from short positions in wheat and corn futures. A portion of the Partnership’s losses for the first nine months of the year was 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 their 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.

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 September 30, 2016, Aspect I, LLC’s total capitalization was $24,822,679. The Partnership owned approximately 12.7% of Aspect I, LLC. As of September 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:


	September 30, 2016				Three Months ended September 30, 2016
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	1,781,695		7.18%	$	1,800,626	$	1,018,240	$	1,451,436
Interest Rates		777,900		3.13		949,427		574,552		729,947
Equity		790,878		3.19		1,090,398		296,922		760,790
Commodity		640,289		2.58		1,048,896		640,289		816,485

Total	$	3,990,762		16.08%

* Average of daily Values at Risk.

As of December 31, 2015, Aspect I, LLC’s total capitalization was $19,472,503. The Partnership owned approximately 11.5% 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:


	December 31, 2015				Twelve Months ended December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	1,100,415		5.65%	$	1,704,974	$	105,953	$	912,533
Interest Rates		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%

* Annual average of daily Values at Risk.

As of September 30, 2016, TT II, LLC’s total capitalization was $309,249,000. The Partnership owned approximately 1.0% of TT II, LLC. As of September 30, 2016, TT II, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Transtrend for trading) was as follows:


	September 30, 2016				Three Months ended September 30, 2016
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	39,513,538		12.78%	$	39,513,538	$	27,067,959	$	31,385,876
Interest Rates		19,347,538		6.26		19,347,538		12,163,357		15,350,052
Equity		15,057,960		4.87		21,019,148		11,722,901		17,201,800
Commodity		13,987,520		4.52		16,276,944		10,414,756		13,072,177

Total	$	87,906,556		28.43%

* Average of daily Values at Risk.

As of December 31, 2015, TT II, LLC’s total capitalization was $375,060,725. The Partnership owned approximately 0.7% of TT II, LLC. As of December 31, 2015, TT II, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Transtrend for trading) was as follows:


	December 31, 2015				Twelve Months ended December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	17,915,751		4.78%	$	35,884,544	$	13,251,842	$	24,581,868
Interest Rates		17,445,942		4.65		25,662,037		5,903,989		14,143,966
Equity		10,076,385		2.69		25,283,167		3,545,123		14,851,447
Commodity		29,016,995		7.73		41,055,823		14,729,129		25,723,265

Total	$	74,455,073		19.85%

* Annual average of daily Values at Risk.

As of September 30, 2016, Boronia I, LLC’s total capitalization was $52,828,850. The Partnership owned approximately 7.5% of Boronia I, LLC. As of September 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:


	September 30, 2016				Three Months ended September 30, 2016
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	4,478,291		8.48%	$	5,028,249	$	1,388,215	$	2,870,226
Interest Rates		1,454,525		2.75		3,134,592		794,167		1,792,239
Equity		3,957,041		7.49		3,957,041		1,395,796		2,367,521
Commodity		2,136,693		4.04		3,635,567		1,507,420		2,437,313

Total	$	12,026,550		22.76%

* Average of daily Values at Risk.

As of December 31, 2015, Boronia I, LLC’s total capitalization was $74,259,634. The Partnership owned approximately 4.8% 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:


	December 31, 2015				Twelve Months ended December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	5,810,883		7.82%	$	9,670,214	$	2,053,234	$	5,191,005
Interest Rates		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%

* Annual average of daily Values at Risk.

As of July 31, 2016, the Partnership fully redeemed its investment in Augustus I, LLC. As of December 31, 2015, Augustus I, LLC’s total capitalization was $12,787,498. The Partnership owned approximately 23.2% of Augustus I, LLC. As of December 31, 2015, Augustus I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to GAM for trading) was as follows:


	December 31, 2015				Twelve Months ended December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	1,122,046		8.77%	$	1,911,152	$	650,524	$	1,110,641
Interest Rates		137,350		1.08		162,105		70,310		114,456

Total	$	1,259,396		9.85%

* Annual average of daily Values at Risk.

As of January 31, 2016, the Partnership fully redeemed its investment in BHM I, LLC. As of December 31, 2015, BHM I, LLC’s total capitalization was $78,671,908. The Partnership owned approximately 0.3% 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 Blenheim for trading) was as follows:


	December 31, 2015				Twelve Months ended December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	363,989		0.46%	$	4,636,011	$	194,711	$	1,030,885
Interest Rates		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%

* Annual average of daily Values at Risk.

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 11.6% 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:


	December 31, 2015				Twelve Months ended December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization		High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	1,403,409		8.12%	$	1,528,556	$	272,571	$	901,181
Interest Rates		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%

* Annual average of daily Values at Risk.

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 September 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 September 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2015, 2014, 2013, 2012, and 2011. In addition, MS&Co. annually prepares an Audited Consolidated Statements of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the “Commitments, Guarantees and Contingencies—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, which was granted on September 30, 2016. On October 21, 2016, the California Attorney General filed an amended complaint.

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

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

On 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 of 1933, as amended (the “Securities Act”), agreed to pay disgorgement and penalties in an amount of $275 million and neither admitted nor denied the SEC’s findings.

On April 21, 2015, the Chicago Board Options Exchange, Incorporated (“CBOE”) and the CBOE Futures Exchange, LLC (“CFE”) filed statements of charges against MS&Co. in connection with trading by one of MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of the November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7, Sections 9(a) and 10(b) of the Exchange Act, and 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 September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $43 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 $43 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 September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $52 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, which alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by MS&Co. at issue in the action was approximately $203 million. The complaint seeks, among other things, to rescind the plaintiff’s purchase of such certificates. The defendants filed a motion to dismiss the corrected amended complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. 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 September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $48 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 $48 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 September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $52 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 $52 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 September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $252 million, and the certificates had incurred actual losses of approximately $85 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $252 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. On August 11, 2016, the Appellate Division, First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At September 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 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 connection with such actions.

Item 1A.

Risk Factors

There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 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 September 30, 2016 was $89,402,151. Since inception, the Partnership has received $570,000 in consideration from the sale of Units to the General Partner.

Proceeds of the net offering were used for the trading of commodity interests including futures, 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**

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

Class A

July 1, 2016 - July 31, 2016

21.203

905.68

N/A

August 1, 2016 - August 31, 2016

361.341

856.45

N/A

September 1, 2016 - September 30, 2016

108.346

832.31

N/A

490.890

853.25

Period

(a) Total
Number of Units
Purchased*

(b) Average Price
Paid per Unit**

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

Class C

July 1, 2016 - July 31, 2016

N/A

August 1, 2016 - August 31, 2016

N/A

September 1, 2016 - September 30, 2016

342.530

912.35

N/A

342.530

912.35

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.


MERITAGE FUTURES FUND L.P.

By:		Ceres Managed Futures LLC (General Partner)

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

Date: November 10, 2016

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

Date: November 10, 2016

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Meritage Futures Fund L.P. Reports

Meritage Futures Fund L.P. - FORM 10-Q - November 10, 2016

Attached files

Meritage Futures Fund L.P. Reports