Ceres Tactical Macro L.P. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - Ceres Tactical Macro L.P.	d619440dex322.htm
EX-32.1 - EXHIBIT 32.1 - Ceres Tactical Macro L.P.	d619440dex321.htm
EX-31.2 - EXHIBIT 31.2 - Ceres Tactical Macro L.P.	d619440dex312.htm
EX-31.1 - EXHIBIT 31.1 - Ceres Tactical Macro L.P.	d619440dex311.htm
EX-10.1 - EX-10.1 - Ceres Tactical Macro L.P.	d619440dex101.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, 2018

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 000-54284

CERES TACTICAL MACRO L.P.

(Exact name of registrant as specified in its charter)

Delaware

27-3371689

(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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes X No

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


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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes _ No X

As of October 31, 2018, 52,183.092 Limited Partnership Class A Units were outstanding, 15.414 Limited Partnership Class D Units were outstanding and 371.242 Limited Partnership Class Z Units were outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Ceres Tactical Macro L.P.

Statements of Financial Condition


	September 30,		December 31,
	2018		2017
	(Unaudited)
Assets:
Investment in the Master ⁽¹⁾, at fair value	$	23,125,898	$	29,118,122
Redemptions receivable from the Master		1,073,604		1,882,599
Expense reimbursement receivable		748		599
Cash		1,059		995

Total assets	$	24,201,309	$	31,002,315

Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Management fees	$	24,453	$	38,908
Redemptions payable to General Partner		-		25,000
Redemptions payable to Limited Partners		987,145		1,740,649

Total liabilities		1,011,598		1,804,557

Partners’ Capital:
General Partner, Class Z, 585.946 and 702.600 Units outstanding at September 30, 2018 and December 31, 2017, respectively		291,059		354,077
Limited Partners, Class A, 52,758.730 and 64,461.506 Units outstanding at September 30, 2018 and December 31, 2017, respectively		22,707,441		28,574,049
Limited Partners, Class D, 15.414 Units outstanding at September 30, 2018 and December 31, 2017		6,803		6,941
Limited Partners, Class Z, 371.242 and 521.261 Units outstanding at September 30, 2018 and December 31, 2017, respectively		184,408		262,691

Total partners’ capital (net asset value)		23,189,711		29,197,758

Total liabilities and partners’ capital	$	24,201,309	$	31,002,315

Net asset value per Unit:
Class A	$	430.40	$	443.27

Class D	$	441.38	$	450.32

Class Z	$	496.73	$	503.95

⁽¹⁾	Defined in Note 1.

See accompanying notes to financial statements.

Ceres Tactical Macro L.P.

Statements of Income and Expenses

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Investment Income:
Interest income allocated from the Master	$	100,885	$	68,613	$	292,595	$	171,516

Expenses:
Expenses allocated from the Master		89,388		46,863		245,143		108,648
Ongoing placement agent fees		123,119		177,794		402,922		601,713
Management fees		78,505		136,001		275,300		460,558
General Partner fees		62,804		90,667		205,619		307,037
Professional fees		49,816		47,442		152,058		147,227

Total expenses		403,632		498,767		1,281,042		1,625,183
Expenses borne by the General Partner		(36,301)		(26,505)		(107,233)		(76,076)

Net expenses		367,331		472,262		1,173,809		1,549,107

Net investment loss		(266,446)		(403,649)		(881,214)		(1,377,591)

Trading Results:
Net gains (losses) on investment in the Master:
Net realized gains (losses) on closed contracts allocated from the Master		(295,056)		(617,397)		(21,795)		(1,615,546)
Net change in unrealized gains (losses) on open contracts allocated from the Master		(283,121)		(1,176,120)		100,165		(644,155)

Total trading results		(578,177)		(1,793,517)		78,370		(2,259,701)

Net income (loss)	$	(844,623)	$	(2,197,166)	$	(802,844)	$	(3,637,292)

Net income (loss) per Unit: *
Class A	$	(13.58)	$	(28.04)	$	(12.87)	$	(43.64)

Class D	$	(12.49)	$	(26.84)	$	(8.94)	$	(39.42)

Class Z	$	(13.09)	$	(28.93)	$	(7.22)	$	(40.86)

Weighted average Units outstanding:
Class A		57,145.398		75,767.147		60,864.882		82,933.170

Class D		15.414		15.414		15.414		15.414

Class Z		995.962		1,331.129		1,089.623		1,511.522

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

See accompanying notes to financial statements.

Ceres Tactical Macro L.P.

Statements of Changes in Partners’ Capital

For the Nine Months Ended September 30, 2018 and 2017

(Unaudited)


	Class A				Class D				Class Z				Total
	Amount		Units		Amount		Units		Amount		Units		Amount		Units
Partners’ Capital, December 31, 2017	$	28,574,049		64,461.506	$	6,941		15.414	$	616,768		1,223.861	$	29,197,758		65,700.781
Subscriptions - Limited Partners		725,000		1,600.547		-		-		-		-		725,000		1,600.547
Redemptions - General Partner		-		-		-		-		(60,000)		(116.654)		(60,000)		(116.654)
Redemptions - Limited Partners		(5,795,364)		(13,303.323)		-		-		(74,839)		(150.019)		(5,870,203)		(13,453.342)
Net income (loss)		(796,244)		-		(138)		-		(6,462)		-		(802,844)		-

Partners’ Capital, September 30, 2018	$	22,707,441		52,758.730	$	6,803		15.414	$	475,467		957.188	$	23,189,711		53,731.332


Partners’ Capital, December 31, 2016	$	47,386,996		94,781.707	$	7,731		15.414	$	985,511		1,769.197	$	48,380,238		96,566.318
Subscriptions - Limited Partners		1,335,418		2,785.450		-		-		21,881		41.618		1,357,299		2,827.068
Redemptions - General Partner		-		-		-		-		(140,000)		(257.977)		(140,000)		(257.977)
Redemptions - Limited Partners		(12,253,992)		(25,491.716)		-		-		(115,101)		(207.836)		(12,369,093)		(25,699.552)
Net income (loss)		(3,578,655)		-		(608)		-		(58,029)		-		(3,637,292)		-

Partners’ Capital, September 30, 2017	$	32,889,767		72,075.441	$	7,123		15.414	$	694,262		1,345.002	$	33,591,152		73,435.857

See accompanying notes to financial statements.

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

1.	Organization:

Ceres Tactical Macro L.P. (formerly, Managed Futures Premier Macro L.P.) (the “Partnership”) is a limited partnership organized under the partnership laws of the State of Delaware on August 23, 2010, to engage in the speculative trading of a diversified portfolio of commodity interests, including futures, option, swap and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, metals and softs. The Partnership commenced trading on November 1, 2010. The commodity interests that are indirectly traded by the Partnership, through its investment in the Master (as defined below), are volatile and involve a high degree of market risk. The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets (directly or indirectly through its investment in the Master) 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 authorized to sell an unlimited number of units of limited partnership interest (“Units”) on a continuous basis.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (“Ceres” or the “General Partner”) and commodity pool operator of the Partnership. The General Partner is a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

Effective February 27, 2017, the Partnership changed its name from Managed Futures Premier Macro L.P. to Ceres Tactical Macro L.P.

During the reporting periods ended September 30, 2018 and 2017, the Partnership’s and the Master’s commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. JPMorgan Chase Bank, N.A. (“JPMorgan”) was also a foreign exchange forward counterparty for the Master. During prior periods in this report, the Partnership and the Master also deposited a portion of their cash in non-trading bank accounts at JPMorgan.

On February 1, 2016, the Partnership allocated substantially all of its capital to CMF Willowbridge Master Fund L.P. (the “Master”), a limited partnership organized under the partnership laws of the State of New York. The General Partner is also the general partner and commodity pool operator of the Master. As of September 30, 2018, all trading decisions for the Partnership are made by Willowbridge Associates Inc. (the “Advisor”) using the Advisor’s wPraxis Futures Trading Approach, a proprietary discretionary trading program.

The General Partner is not aware of any material changes to the trading program discussed above during the fiscal quarter ended September 30, 2018.

On February 1, 2011, the Units offered pursuant to the Partnership’s limited partnership agreement, as amended from time to time (the “Limited Partnership Agreement”), were deemed “Class A Units.” The rights, liabilities, risks, and fees associated with investment in the Class A Units were not changed. In addition, beginning on February 1, 2011, Class D Units were offered. Beginning August 1, 2011, Class Z Units were offered to certain employees of Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) (“Morgan Stanley Wealth Management”) and its affiliates (and their family members). Class A, Class D and Class Z will each be referred to as a “Class” and collectively referred to as the “Classes.” The Class of Units that a limited partner of the Partnership (each, a “Limited Partner” or collectively, the “Limited Partners”) receives upon a subscription will generally depend upon the amount invested in the Partnership, although the General Partner may determine to offer Units to investors at its discretion.

At September 30, 2018 and prior to the close of business on December 31, 2017, the Partnership owned approximately 11.9% and 9.3%, respectively, of the Master. The Partnership intends to continue to invest substantially all of its assets in the Master. The performance of the Partnership is directly affected by the performance of the Master.

The Master’s trading of futures, forward and option contracts, if applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. The Master engages in such trading through a commodity brokerage account maintained with MS&Co. The Master’s Statements of Financial Condition, Condensed Schedules of Investments and Statements of Income and Expenses and Changes in Partners’ Capital are included herein.

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

The Master has entered into a futures brokerage account agreement and a foreign exchange brokerage account agreement with MS&Co. The Partnership has also entered into a futures brokerage account agreement with MS&Co. The Partnership, through its investment in the Master, pays MS&Co. (or will reimburse MS&Co., if previously paid) its allocable share of all trading fees for the clearing and, where applicable, the execution of transactions as well as exchange, clearing, user, give-up, floor brokerage and National Futures Association fees (collectively, the “clearing fees”).

The Partnership has entered into a selling agent agreement with Morgan Stanley Wealth Management (the “Selling Agreement”). Under the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly placement agent fee. This monthly placement agent fee is equal to (i) 2.0% per year of the net assets of Class A of the Partnership as of the first day of each month and (ii) 0.75% per year of the net assets of Class D of the Partnership as of the first day of each month. Class Z is currently not subject to ongoing placement agent fees. Morgan Stanley Wealth Management currently serves as the placement agent to the Partnership (the “Placement Agent”). The Placement Agent will pay a portion of the ongoing placement agent fees it receives from the Partnership to the Morgan Stanley Financial Advisor or Private Wealth Advisor responsible for selling the Units to the Limited Partner.

As of November 1, 2018, the Partnership entered into an alternative investment placement agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. (“MSDI”), and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a non-exclusive selling agent and sub-selling agent, respectively, of the Partnership for the purpose of finding eligible investors for Units through offerings that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Units of the Partnership, who had acquired such Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2019 unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days’ prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional one year periods. Pursuant to the Harbor Selling Agreement, the Partnership will pay Harbor an ongoing placement agent fee equal to (i) 1/12th of 2.0% (a 2.0% annual rate) of the net asset value per Unit for certain holders of Class A Units in the Partnership, and (ii) 1/12th of 0.75% (a 0.75% annual rate) of the net asset value per Unit for certain holders of Class D Units in the Partnership, as set forth in the Harbor Selling Agreement.

On July 12, 2017, the Master entered into certain agreements with JPMorgan in connection with trading in forward foreign currency contracts on behalf of the Master and, indirectly, the Partnership. These agreements include a foreign exchange and bullion authorization agreement (“FX Agreement”), an International Swap Dealers Association, Inc. master agreement (“Master Agreement”), a schedule to the Master Agreement, a 2016 credit support annex for variation margin to the schedule and an institutional account agreement. Under the FX Agreement, JPMorgan charges a fee on the aggregate foreign currency transactions entered into on behalf of the Master during a month.

Effective April 1, 2018, the monthly management fee payable to the Advisor was reduced to 1/12 of 1.25% (1.25% per year) of the net assets of the Partnership as of the first day of each month.

Generally, a limited partner in the Master may withdraw all or part of its capital contribution and undistributed profits, if any, from the Master as of the end of any month (the “Redemption Date”) after a request has been made to the General Partner at least three days in advance of the Redemption Date. Such withdrawals are classified as a liability when the limited partner in the Master elects to redeem and informs the Master. However, a limited partner in the Master may request a withdrawal as of the end of any day if such request is received by the General Partner at least three days in advance of the proposed withdrawal day.

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 cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

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, 2018, the results of its operations for the three and nine months ended September 30, 2018 and 2017 and the changes in partners’ capital for the nine months ended September 30, 2018 and 2017. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2017. The December 31, 2017 information has been derived from the audited financial statements as of and for the year ended December 31, 2017.

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

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

Profit Allocation. The General Partner and each Limited Partner 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, redemptions and losses, if any.

Statement of Cash Flows. The Partnership has not provided a Statement of Cash Flows, as permitted by Accounting Standards Codification (“ASC”) 230, “Statement of Cash Flows.” The Statements of Changes in Partners’ Capital is included herein, and as of and for the periods ended September 30, 2018 and 2017, the Partnership carried no debt and all of the Partnership’s and the Master’s investments were carried at fair value and classified as Level 1 and Level 2 measurements.

Partnership’s Investment. The Partnership carries its investment in the Master based on the Master’s net asset value per unit (“Redeemable Unit”) as calculated by the Master. The valuation of the Master’s investments, including the classification within the fair value hierarchy of the investments held by the Master, are described in Note 5, “Fair Value Measurements.”

Master’s Investments. All commodity interests of the Master, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the first-in, first-out method. Unrealized gains or losses on open contracts are included as a component of equity in trading account in the Master’s Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Master’s Statements of Income and Expenses and Changes in Partners’ Capital. The Master does not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in total trading results in the Master’s Statements of Income and Expenses and Changes in Partners’ Capital.

Master’s Cash. The Master’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. and JPMorgan. At September 30, 2018 and December 31, 2017, the amount of cash held for margin requirements was $31,897,611 and $24,382,419, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. The Master’s restricted and unrestricted cash includes cash denominated in foreign currencies of $6,300,647 (cost of $6,342,296) and $668,941 (cost of $662,080) at September 30, 2018 and December 31, 2017, respectively.

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

Income Taxes. Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740, “Income Taxes,” which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the more-likely-than-not threshold would be recorded as a tax benefit or liability in the Partnership’s Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Statements of Income and Expenses in the period in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2014 through 2017 tax years remain subject to examination by U.S. federal and most state tax authorities.

Investment Company Status. Effective January 1, 2014, the Partnership adopted Accounting Standards Update 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 for each Class is calculated in accordance with ASC 946, “Financial Services – Investment Companies.” See Note 3, “Financial Highlights.”

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017.

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

The Master’s Statements of Financial Condition and Condensed Schedules of Investments as of September 30, 2018 and December 31, 2017 and Statements of Income and Expenses and Changes in Partners’ Capital for the three and nine months ended September 30, 2018 and 2017 are presented below:

CMF Willowbridge Master L.P.

Statements of Financial Condition


	September 30, 2018		December 31, 2017
	(Unaudited)
Assets:
Equity in trading accounts:
Unrestricted cash	$	171,405,225	$	309,795,856
Restricted cash		31,897,611		24,382,419
Net unrealized appreciation on open futures contracts		-		1,813,622
Options purchased, at fair value (premiums paid $4,284,699 and $155,480 at September 30, 2018 and December 31, 2017, respectively)		2,934,900		109,340

Total equity in trading accounts		206,237,736		336,101,237
Cash at bank		-		436

Total assets	$	206,237,736	$	336,101,673

Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open futures contracts	$	254,556	$	-
Net unrealized depreciation on open forward contracts		2,094,609		3,852,549
Options written, at fair value (premiums received $9,540,599 and $0 at September 30, 2018 and December 31, 2017, respectively)		7,171,588		-
Accrued expenses:
Professional fees		44,769		37,914
Redemptions payable		1,778,539		35,206,309

Total liabilities		11,344,061		39,096,772

Partners’ Capital:
General Partner, 0.0000 Redeemable Units outstanding at September 30, 2018 and December 31, 2017		-		-
Limited Partners, 71,365.0658 and 108,310.6257 Redeemable Units outstanding at September 30, 2018 and December 31, 2017, respectively)		194,893,675		297,004,901

Total partners’ capital (net asset value)		194,893,675		297,004,901

Total liabilities and partners’ capital	$	206,237,736	$	336,101,673

Net asset value per Redeemable Unit	$	2,730.94	$	2,742.16

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

CMF Willowbridge Master L.P.

Condensed Schedule of Investments

September 30, 2018

(Unaudited)


	Notional ($)/Number of Contracts		Fair Value		% of Partners’ Capital
Futures Contracts Purchased
Energy		326	$	693,534		0.35	%
Grains		725		(332,746)		(0.17)
Interest Rates Non-U.S.		2,175		(138,914)		(0.07)

Total futures contracts purchased				221,874		0.11

Futures Contracts Sold
Energy		362		50,680		0.03
Interest Rates Non-U.S.		5,801		(527,110)		(0.27)

Total futures contracts sold				(476,430)		(0.24)

Net unrealized depreciation on open futures contracts			$	(254,556)		(0.13)	%

Unrealized Appreciation on Open Forward Contracts
Currencies	$	91,860,096	$	1,064,964		0.55	%
Metals		481		648,303		0.33

Total unrealized appreciation on open forward contracts				1,713,267		0.88

Unrealized Depreciation on Open Forward Contracts
Currencies	$	474,226,736		(1,993,366)		(1.02)
Metals		705		(1,814,510)		(0.93)

Total unrealized depreciation on open forward contracts				(3,807,876)		(1.95)

Net unrealized depreciation on open forward contracts			$	(2,094,609)		(1.07)	%

Options Purchased
Puts
Indices		1,087	$	2,934,900		1.51	%

Total options purchased (premiums paid $4,284,699)			$	2,934,900		1.51	%

Options Written
Calls
Interest Rates Non-U.S.		7,250	$	(815,625)		(0.42)	%
Puts
Indices		2,174		(3,002,838)		(1.54)
Interest Rates Non-U.S.		7,250		(3,353,125)		(1.72)

Total options written (premiums received $9,540,599)			$	(7,171,588)		(3.68)	%

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

CMF Willowbridge Master L.P.

Condensed Schedule of Investments

December 31, 2017


	Notional ($)/Number of Contracts		Fair Value		% of Partners’ Capital
Futures Contracts Purchased
Interest Rates Non-U.S.		1,636	$	447,031		0.15	%

Total futures contracts purchased				447,031		0.15

Futures Contracts Sold
Interest Rates Non-U.S.		5,829		1,366,591		0.46

Total futures contracts sold				1,366,591		0.46

Net unrealized appreciation on open futures contracts			$	1,813,622		0.61	%

Unrealized Appreciation on Open Forward Contracts
Currencies	$	658,878,601	$	6,614,739		2.23	%
Metals		303		550,930		0.19

Total unrealized appreciation on open forward contracts				7,165,669		2.42

Unrealized Depreciation on Open Forward Contracts
Currencies	$	743,371,321		(9,837,503)		(3.31)
Metals		303		(1,180,715)		(0.40)

Total unrealized depreciation on open forward contracts				(11,018,218)		(3.71)

Net unrealized depreciation on open forward contracts			$	(3,852,549)		(1.29)	%

Options Purchased
Calls
Energy		1,562	$	109,340		0.04	%

Total options purchased (premiums paid $155,480)			$	109,340		0.04	%

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

CMF Willowbridge Master L.P.

Statements of Income and Expenses and Changes in Partners’ Capital

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Investment Income:
Interest income	$	892,478	$	774,165	$	2,638,124	$	1,901,086

Expenses:
Clearing fees		728,789		447,748		1,973,286		967,717
Professional fees		18,250		17,195		54,945		51,590

Total expenses		747,039		464,943		2,028,231		1,019,307

Net investment income		145,439		309,222		609,893		881,779

Trading Results:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed contracts		(2,707,664)		(6,143,622)		1,197,890		(15,395,944)
Net change in unrealized gains (losses) on open contracts		(2,456,829)		(11,902,803)		706,604		(6,020,673)

Total trading results		(5,164,493)		(18,046,425)		1,904,494		(21,416,617)

Net income (loss)		(5,019,054)		(17,737,203)		2,514,387		(20,534,838)
Subscriptions - Limited Partners		2,171		4,659,718		731,365		30,528,484
Redemptions - Limited Partners		(24,092,466)		(33,639,497)		(103,159,507)		(63,387,282)
Distribution of interest income to feeder funds		(686,919)		(701,878)		(2,197,471)		(1,717,416)

Net increase (decrease) in Partners’ Capital		(29,796,268)		(47,418,860)		(102,111,226)		(55,111,052)
Partners’ Capital, beginning of period		224,689,943		383,806,421		297,004,901		391,498,613

Partners’ Capital, end of period	$	194,893,675	$	336,387,561	$	194,893,675	$	336,387,561

Net asset value per Redeemable Unit (71,365.0658 and 120,370.1586 Redeemable Units outstanding at September 30, 2018 and 2017, respectively)	$	2,730.94	$	2,794.61	$	2,730.94	$	2,794.61

Net income (loss) per Redeemable Unit *	$	(54.39)	$	(136.06)	$	15.18	$	(158.15)

Weighted average Redeemable Units outstanding		77,065.1386		125,892.4070		83,232.1158		128,960.0075

*	Represents the change in net asset value per Redeemable Unit during the period before distribution of interest income to feeder funds.

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

3. Financial Highlights:

Financial highlights for the Limited Partner Classes as a whole for the three and nine months ended September 30, 2018 and 2017 were as follows:


			Three Months Ended						Three Months Ended
	September 30, 2018						September 30, 2017
	Class A		Class D		Class Z		Class A		Class D		Class Z
Per Unit Performance (for a unit outstanding throughout the period): *
Net realized and unrealized gains (losses)	$	(8.97)	$	(9.12)	$	(10.26)	$	(22.77)	$	(23.01)	$	(25.64)
Net investment loss		(4.61)		(3.37)		(2.83)		(5.27)		(3.83)		(3.29)

Increase (decrease) for the period		(13.58)		(12.49)		(13.09)		(28.04)		(26.84)		(28.93)
Net asset value per Unit, beginning of period		443.98		453.87		509.82		484.36		488.96		545.11

Net asset value per Unit, end of period	$	430.40	$	441.38	$	496.73	$	456.32	$	462.12	$	516.18


			Nine Months Ended						Nine Months Ended
	September 30, 2018						September 30, 2017
	Class A		Class D		Class Z		Class A		Class D		Class Z
Per Unit Performance (for a unit outstanding throughout the period): *
Net realized and unrealized gains (losses)	$	1.45	$	1.44	$	1.57	$	(27.22)	$	(27.42)	$	(30.59)
Net investment loss		(14.32)		(10.38)		(8.79)		(16.42)		(12.00)		(10.27)

Increase (decrease) for the period		(12.87)		(8.94)		(7.22)		(43.64)		(39.42)		(40.86)
Net asset value per Unit, beginning of period		443.27		450.32		503.95		499.96		501.54		557.04

Net asset value per Unit, end of period	$	430.40	$	441.38	$	496.73	$	456.32	$	462.12	$	516.18

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)


	Three Months Ended									Three Months Ended
	September 30, 2018									September 30, 2017
	Class A			Class D			Class Z			Class A			Class D			Class Z
Ratios to Average Limited Partners’ Capital: **
Net investment loss ***		(4.3)	%		(3.0)	%		(2.3)	%		(4.5)	%		(3.2)	%		(2.5)	%

Operating expenses before expenses borne by the General Partner and incentive fees		6.5	%		5.2	%		4.4	%		5.6	%		4.3	%		3.6	%
Expenses borne by the General Partner		(0.6)	%		(0.5)	%		(0.6)	%		(0.3)	%		(0.3)	%		(0.3)	%
Incentive fees		-	%		-	%		-	%		-	%		-	%		-	%

Operating expenses after expenses borne by the General Partner and incentive fees		5.9	%		4.7	%		3.8	%		5.3	%		4.0	%		3.3	%

Total return:
Total return before incentive fees		(3.1)	%		(2.8)	%		(2.6)	%		(5.8)	%		(5.5)	%		(5.3)	%
Incentive fees		-	%		-	%		-	%		-	%		-	%		-	%

Total return after incentive fees		(3.1)	%		(2.8)	%		(2.6)	%		(5.8)	%		(5.5)	%		(5.3)	%


	Nine Months Ended									Nine Months Ended
	September 30, 2018									September 30, 2017
	Class A			Class D			Class Z			Class A			Class D			Class Z
Ratios to Average Limited Partners’ Capital: **
Net investment loss ***		(4.4)	%		(3.1)	%		(2.4)	%		(4.6)	%		(3.3)	%		(2.6)	%

Operating expenses before expenses borne by the General Partner and incentive fees		6.4	%		5.1	%		4.3	%		5.5	%		4.2	%		3.4	%
Expenses borne by the General Partner		(0.5)	%		(0.5)	%		(0.5)	%		(0.3)	%		(0.3)	%		(0.3)	%
Incentive fees		-	%		-	%		-	%		-	%		-	%		-	%

Operating expenses after expenses borne by the General Partner and incentive fees		5.9	%		4.6	%		3.8	%		5.2	%		3.9	%		3.1	%

Total return:
Total return before incentive fees		(2.9)	%		(2.0)	%		(1.4)	%		(8.7)	%		(7.9)	%		(7.3)	%
Incentive fees		-	%		-	%		-	%		-	%		-	%		-	%

Total return after incentive fees		(2.9)	%		(2.0)	%		(1.4)	%		(8.7)	%		(7.9)	%		(7.3)	%

Net investment loss per Unit is calculated by dividing the interest income less total expenses by the average number of Units outstanding during the 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 (except for incentive fees).

***	Interest income allocated from the Master less total expenses.

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

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

Financial Highlights of the Master:

Financial highlights for the limited partner class as a whole for the three and nine months ended September 30, 2018 and 2017 were as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Per Redeemable Unit Performance (for a unit outstanding throughout the period): *
Net realized and unrealized gains (losses)	$	(56.28)		$	(138.52)		$	7.85		$	(164.99)
Net investment income		1.89			2.46			7.33			6.84

Increase (decrease) for the period		(54.39)			(136.06)			15.18			(158.15)
Distribution of interest income to feeder funds		(8.91)			(5.58)			(26.40)			(13.32)
Net asset value per Redeemable Unit, beginning of period		2,794.24			2,936.25			2,742.16			2,966.08

Net asset value per Redeemable Unit, end of period	$	2,730.94		$	2,794.61		$	2,730.94		$	2,794.61


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Ratios to Average Limited Partners’ Capital: **
Net investment income ***		0.3	%		0.3	%		0.3	%		0.3	%

Operating expenses		1.4	%		0.5	%		1.1	%		0.4	%

Total return		(1.9)	%		(4.6)	%		0.6	%		(5.3)	%

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

**	Annualized.

***	Interest income less total expenses.

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

4. Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity interests. The Partnership invests substantially all of its assets through a “master/feeder” structure. The Partnership’s pro-rata share of the results of the Master’s trading activities is shown in the Partnership’s Statements of Income and Expenses.

The futures brokerage account agreements with MS&Co. give the Partnership and the Master the legal right to net unrealized gains and losses on open futures and forward contracts. The Master nets, for financial reporting purposes, the unrealized gains and losses on open futures and forward contracts in its Statements of Financial Condition as the criteria under ASC 210-20, “Balance Sheet” have been met.

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

Trading and transaction fees are based on the number of trades executed by the Advisor for the Master and the Partnership’s percentage ownership of the Master. All clearing fees paid to MS&Co. are borne by the Master and allocated to the Master’s limited partners, including the Partnership.

All of the commodity interests owned by the Master are held for trading purposes. The monthly average number of futures contracts traded by the Master during the three months ended September 30, 2018 and 2017 were 13,907 and 19,735, respectively. The monthly average number of futures contracts traded by the Master during the nine months ended September 30, 2018 and 2017 were 8,711 and 10,168, respectively. The monthly average number of metals forward contracts traded by the Master during the three months ended September 30, 2018 and 2017 were 717 and 675, respectively. The monthly average number of metals forward contracts traded by the Master during the nine months ended September 30, 2018 and 2017 were 729 and 856, respectively. The monthly average number of option contracts traded by the Master during the three months ended September 30, 2018 and 2017 were 10,137 and 2,977, respectively. The monthly average number of option contracts traded by the Master during the nine months ended September 30, 2018 and 2017 were 5,011 and 4,473, respectively. The monthly average notional value of currency forward contracts traded by the Master during the three months ended September 30, 2018 and 2017 were $536,580,650 and $1,372,477,932, respectively. The monthly average notional value of currency forward contracts traded by the Master during the nine months ended September 30, 2018 and 2017 were $1,192,019,814 and $902,723,527, respectively.

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Master’s derivatives and their offsetting subject to master netting arrangements or similar agreements as of September 30, 2018 and December 31, 2017, respectively.


	Gross Amounts Recognized		Gross Amounts Offset in the Statements of Financial Condition		Amounts Presented in the Statements of Financial Condition		Gross Amounts Not Offset in the Statements of Financial Condition				Net Amount
September 30, 2018	Gross Amounts Recognized				Amounts Presented in the Statements of Financial Condition		Financial Instruments		Cash Collateral Received/ Pledged *		Net Amount
Assets
MS&Co.
Futures	$	744,214	$	(744,214)	$	-	$	-	$	-	$	-
Forwards		648,303		(648,303)		-		-		-		-

		1,392,517		(1,392,517)		-		-		-		-
JPMorgan
Forwards		1,064,964		(1,064,964)		-		-		-		-

Total assets	$	2,457,481	$	(2,457,481)	$	-	$	-	$	-	$	-


Liabilities
MS&Co.
Futures	$	(998,770)	$	744,214	$	(254,556)	$	-	$	-	$	(254,556)
Forwards		(1,814,510)		648,303		(1,166,207)		-		-		(1,166,207)

		(2,813,280)		1,392,517		(1,420,763)		-		-		(1,420,763)
JPMorgan
Forwards		(1,993,366)		1,064,964		(928,402)		-		-		(928,402)

Total liabilities	$	(4,806,646)	$	2,457,481	$	(2,349,165)	$	-	$	-	$	(2,349,165)

Net fair value											$	(2,349,165)	*

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)


	Gross Amounts Recognized		Gross Amounts Offset in the Statements of Financial Condition		Amounts Presented in the Statements of Financial Condition		Gross Amounts Not Offset in the Statements of Financial Condition				Net Amount
December 31, 2017	Gross Amounts Recognized				Amounts Presented in the Statements of Financial Condition		Financial Instruments		Cash Collateral Received/ Pledged *		Net Amount
Assets
MS&Co.
Futures	$	2,161,518	$	(347,896)	$	1,813,622	$	-	$	-	$	1,813,622
Forwards		6,823,256		(6,823,256)		-		-		-		-

		8,984,774		(7,171,152)		1,813,622		-		-		1,813,622
JPMorgan
Forwards		342,413		(342,413)		-		-		-		-

Total assets	$	9,327,187	$	(7,513,565)	$	1,813,622	$	-	$	-	$	1,813,622


Liabilities
MS&Co.
Futures	$	(347,896)	$	347,896	$	-	$	-	$	-	$	-
Forwards		(10,064,651)		6,823,256		(3,241,395)		-		-		(3,241,395)

		(10,412,547)		7,171,152		(3,241,395)		-		-		(3,241,395)
JPMorgan
Forwards		(953,567)		342,413		(611,154)		-		-		(611,154)

Total liabilities	$	(11,366,114)	$	7,513,565	$	(3,852,549)	$	-	$	-	$	(3,852,549)

Net fair value											$	(2,038,927)	*

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

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

The following tables indicate the Master’s gross fair values of derivative instruments of futures, forward and option contracts as separate assets and liabilities as of September 30, 2018 and December 31, 2017, respectively.


	September 30, 2018
Assets
Futures Contracts
Energy	$	744,214

Total unrealized appreciation on open futures contracts		744,214

Liabilities
Futures Contracts
Grains		(332,746)
Interest Rates Non-U.S.		(666,024)

Total unrealized depreciation on open futures contracts		(998,770)

Net unrealized depreciation on open futures contracts	$	(254,556)	*

Assets
Forward Contracts
Currencies	$	1,064,964
Metals		648,303

Total unrealized appreciation on open forward contracts		1,713,267

Liabilities
Forward Contracts
Currencies		(1,993,366)
Metals		(1,814,510)

Total unrealized depreciation on open forward contracts		(3,807,876)

Net unrealized depreciation on open forward contracts	$	(2,094,609)	**

Assets
Options Purchased
Indices	$	2,934,900

Total options purchased	$	2,934,900	***

Liabilities
Options Written
Indices	$	(3,002,838)
Interest Rates Non-U.S.		(4,168,750)

Total options written	$	(7,171,588)	****

*	This amount is in “Net unrealized depreciation on open futures contracts” in the Master’s Statements of Financial Condition.

**	This amount is in “Net unrealized depreciation on open forward contracts” in the Master’s Statements of Financial Condition.

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

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

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)


	December 31, 2017
Assets
Futures Contracts
Interest Rates Non-U.S.	$	2,161,518

Total unrealized appreciation on open futures contracts		2,161,518

Liabilities
Futures Contracts
Interest Rates Non-U.S.		(347,896)

Total unrealized depreciation on open futures contracts		(347,896)

Net unrealized appreciation on open futures contracts	$	1,813,622	*


Assets
Forward Contracts
Currencies	$	6,614,739
Metals		550,930

Total unrealized appreciation on open forward contracts		7,165,669

Liabilities
Forward Contracts
Currencies		(9,837,503)
Metals		(1,180,715)

Total unrealized depreciation on open forward contracts		(11,018,218)

Net unrealized depreciation on open forward contracts	$	(3,852,549)	**


Assets
Options Purchased
Energy	$	109,340

Total options purchased	$	109,340	***

*	This amount is in “Net unrealized appreciation on open futures contracts” in the Master’s Statements of Financial Condition.

**	This amount is in “Net unrealized depreciation on open forward contracts” in the Master’s Statements of Financial Condition.

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

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

The following table indicates the Master’s total trading gains and losses, by market sector, on derivative instruments for the three and nine months ended September 30, 2018 and 2017.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Sector
Currencies	$	(1,523,186)		$	(2,368,932)		$	6,668,075		$	(4,715,405)
Energy		(1,180,539)			(1,234,020)			(934,420)			499,385
Grains		(580,575)			-			(2,004,749)			-
Indices		(2,403,818)			(4,632,399)			(3,117,365)			(12,545,869)
Interest Rates U.S.		(767,674)			(3,716,455)			3,265,541			(3,308,952)
Interest Rates Non-U.S.		2,457,506			(4,255,780)			(597,757)			2,153,162
Livestock		-			-			(260,229)			-
Metals		(1,166,207)			(1,838,839)			(920,927)			(3,498,938)
Softs		-			-			(193,675)			-

Total	$	(5,164,493)	*	$	(18,046,425)	*	$	1,904,494	*	$	(21,416,617)	*

*	This amount is in “Total trading results” in the Master’s Statements of Income and Expenses and Changes in Partners’ Capital.

5.	Fair Value Measurements:

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

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

The Master considers prices for commodity futures and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of September 30, 2018 and December 31, 2017 and for the periods ended September 30, 2018 and 2017, the Master did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3).

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)


September 30, 2018	Total		Level 1		Level 2		Level 3
Assets
Futures	$	744,214	$	744,214	$	-	$	-
Forwards		1,713,267		-		1,713,267		-
Options purchased		2,934,900		2,934,900		-		-

Total assets	$	5,392,381	$	3,679,114	$	1,713,267	$	-

Liabilities
Futures	$	998,770	$	998,770	$	-	$	-
Forwards		3,807,876		-		3,807,876		-
Options written		7,171,588		7,171,588		-		-

Total liabilities	$	11,978,234	$	8,170,358	$	3,807,876	$	-


December 31, 2017	Total		Level 1		Level 2		Level 3
Assets
Futures	$	2,161,518	$	2,161,518	$	-	$	-
Forwards		7,165,669		-		7,165,669		-
Options purchased		109,340		109,340		-		-

Total assets	$	9,436,527	$	2,270,858	$	7,165,669	$	-

Liabilities
Futures	$	347,896	$	347,896	$	-	$	-
Forwards		11,018,218		-		11,018,218		-

Total liabilities	$	11,366,114	$	347,896	$	11,018,218	$	-

6.	Financial Instrument Risks:

In the normal course of business, the Partnership, through its investment in the Master, is party to financial instruments with off-balance-sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange-traded instruments are standardized and include futures and certain forward and option contracts. OTC contracts are negotiated between contracting parties and include certain forward and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. The General Partner estimates at any given time approximately 51.0% to 76.6% of the Master’s contracts are traded OTC.

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

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

Forward Foreign Currency Contracts. Forward foreign currency contracts are those contracts where the Master agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Forward foreign currency contracts are valued daily, and the Master’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward foreign exchange rates at the reporting date, is included in the Master’s Statements of Financial Condition. Net realized gains (losses) and net change in unrealized gains (losses) on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Master’s Statements of Income and Expenses and Changes in Partners’ Capital.

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

Options. The Master may purchase and write (sell) both exchange-listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Master writes an option, the premium received is recorded as a liability in the Master’s Statements of Financial Condition and marked-to-market daily. When the Master purchases an option, the premium paid is recorded as an asset in the Master’s Statements of Financial Condition and marked-to-market daily. Net realized gains (losses) and net change in unrealized gains (losses) on option contracts are included in the Master’s Statements of Income and Expenses and Changes in Partners’ Capital.

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

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

Ceres Tactical Macro L.P.

Notes to Financial Statements

(Unaudited)

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

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

The General Partner monitors and attempts to mitigate the Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Master may be subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.

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

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

In the ordinary course of business, the Master enters into contracts and agreements that contain various representations and warranties and which provide general indemnifications. The Master’s maximum exposure under these arrangements cannot be determined, as this could include future claims that have not yet been made against the Master. The Master considers the risk of any future obligation relating to these indemnifications to be remote.

7.	Subsequent Events:

The General Partner evaluates events that occur after the balance sheet date but before and up until financial statements are issued. The General Partner has assessed the subsequent events through the date the financial statements were available to be issued and has determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements, except as described in Note 1, “Organization” above.

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

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. The Partnership’s only assets are its investment in the Master, redemptions receivable from the Master, expense reimbursement receivable and cash. The Master does not engage in sales of goods or services. The Master’s only assets are its cash at bank and equity in trading account, consisting of unrestricted cash, restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts, options purchased at fair value and U.S. Treasury bills at fair value, if applicable. 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 Master. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2018.

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

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

Other than the risks inherent in commodity futures, forwards, options, swaps and other derivatives trading and U.S. treasury bills and money market mutual fund securities, the Partnership and the Master know of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’s or the Master’s liquidity increasing or decreasing in any material way.

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

For the nine months ended September 30, 2018, the Partnership’s capital decreased 20.6% from $29,197,758 to $23,189,711. This decrease was attributable to redemptions of 13,303.323 Class A Limited Partner Units totaling $5,795,364, redemptions of 150.019 Class Z Limited Partner Units totaling $74,839 and redemptions of 116.654 Class Z General Partner Units totaling $60,000, coupled with a net loss of $802,844, which was partially offset by subscriptions of 1,600.547 Class A Limited Partner Units totaling $725,000. Future redemptions could impact the amount of funds available for investment in the Master in subsequent periods.

The Master’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on commodity futures trading, expenses, interest income, subscriptions, redemptions and distributions of profits, if any.

For the nine months ended September 30, 2018, the Master’s capital decreased 34.4% from $297,004,901 to $194,893,675. This decrease was attributable to redemptions totaling $103,159,507 and distributions of interest income to feeder funds totaling $2,197,471, which was partially offset by subscriptions of $731,365, and net income of $2,514,387. Future redemptions can impact the amount of funds available for investment in commodity positions in subsequent periods.

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

Off-Balance Sheet Arrangements and Contractual Obligations

The Partnership does not have any off-balance sheet arrangements, nor does it have contractual obligations or commercial commitments to make future payments, that would affect its liquidity or capital resources.

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting periods. As a result, actual results could differ from these 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 its financial statements, with changes in fair value reported as a component of net realized gains (losses) and net change in unrealized gains (losses) in the Statements of Income and Expenses.

Results of Operations

During the Partnership’s third quarter of 2018, the net asset value per Unit for Class A decreased 3.1% from $443.98 to $430.40 as compared to a decrease of 5.8% in the third quarter of 2017. During the Partnership’s third quarter of 2018, the net asset value per Unit for Class D decreased 2.8% from $453.87 to $441.38 as compared to a decrease of 5.5% in the third quarter of 2017. During the Partnership’s third quarter of 2018, the net asset value per Unit for Class Z decreased 2.6% from $509.82 to $496.73 as compared to a decrease of 5.3% in the third quarter of 2017. The Partnership, through its investment in the Master, experienced a net trading loss in the third quarter of 2018 of $578,177. Losses were primarily attributable to the Master’s trading of commodity futures in currencies, energy, grains, indices, U.S. interest rates and metals and were partially offset by gains in non-U.S. interest rates. The Partnership, through its investment in the Master, experienced a net trading loss in the third quarter of 2017 of $1,793,517. Losses were primarily attributable to the Master’s trading of commodity futures in currencies, energy, indices, U.S. and non-U.S. interest rates and metals.

The most significant losses were experienced within the global stock index sector during July and August from short positions in U.S. equity index futures as a surging economy and rallying tech sector pushed stock prices higher. Within the currency markets, losses were recorded during September from positions in the Hong Kong dollar and during July from positions in the Brazilian real. Losses within the metals sector were experienced during August and September from long positions in copper and aluminum futures as ongoing trade tensions between the U.S. and China roiled industrial metals’ prices. In the energies, losses were incurred during July from long positions in crude oil and its refined products as prices fell after the OPEC nations announced a tentative deal to expand production. Further losses were experienced within the agricultural markets during August and September from grains positions. The Partnership’s trading losses during the quarter were offset by gains achieved within the global interest rate markets during September from short positions in European fixed income futures as prices fell after European Central Bank chief Mario Draghi issued hawkish comments regarding the ECB’s outlook for quantitative easing. Additional gains in the interest rate markets were recorded during August from positions in U.S. Treasury bond futures.

During the Partnership’s nine months ended September 30, 2018, the net asset value per Unit for Class A decreased 2.9% from $443.27 to $430.40 as compared to a decrease of 8.7% during the nine months ended September 30, 2017. During the Partnership’s nine months ended September 30, 2018, the net asset value per Unit for Class D decreased 2.0% from $450.32 to $441.38 as compared to a decrease of 7.9% during the nine months ended September 30, 2017. During the Partnership’s nine months ended September 30, 2018, the net asset value per Unit for Class Z decreased 1.4% from $503.95 to $496.73 as compared to a decrease of 7.3% during the nine months ended September 30, 2017. The Partnership, through its investment in the Master, experienced a net trading gain in the nine months ended September 30, 2018 of $78,370. Gains were primarily attributable to the Master’s trading of commodity futures in currencies and U.S. interest rates and were partially offset by losses in energy, grains, indices, non-U.S. interest rates, livestock, metals and softs. The Partnership, through its investment in the Master, experienced a net trading loss in the nine months ended September 30, 2017 of $2,259,701. Losses were primarily attributable to the Master’s trading of commodity futures in currencies, indices, U.S. interest rates and metals and were partially offset by gains in energy and non-U.S. interest rates.

The most notable losses were incurred during August within the grains markets from long positions in corn and soybean futures as prices declined amid indications the current U.S. grain harvest would beat analyst expectations. Losses within the global stock index sector were experienced during July from short positions in U.S. equity index futures as a surging economy and rallying tech sector pushed stock prices higher. Further losses in the equities were recorded during January from short positions in global equity index futures as prices rallied. During August and September losses were incurred within the metals markets from long positions in copper and aluminum futures as prices retreated amid uncertainty surrounding global trade tensions. Within the energy sector, losses were recorded from positions in crude oil and its refined products during June, July, and August. Losses within the global interest rate sector were incurred from positions in European fixed income futures during June and August and from U.S. fixed income futures during April, May, July, and September. The Partnership’s overall trading losses for the first nine months of the year were partially offset by trading gains achieved within the currency sector during May from short positions in the euro versus the U.S. dollar as the relative value of the euro declined amid concern growing populist sentiment in Italy could lead to its withdrawal from the European Union. Further gains in currencies were recorded during January from positions in the euro and Swiss franc and during April from positions in the Australian dollar, euro, and South African rand.

Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership (and the Master) depends on the Advisor’s ability to forecast price changes in commodities. Such price changes are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, and changes in interest rates. To the extent that the Advisor correctly makes such forecasts, the Partnership and the Master expect to increase capital through operations.

Interest income on 100% of the Partnership’s average daily equity maintained in cash allocated to it by the Master was earned at a rate equal to the monthly average of the 4-week U.S. Treasury bill rate less 0.15% during such month. For the avoidance of doubt, the Master will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s and/or the Master’s account in excess of the amount described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All other interest income will be retained by the Partnership and/or the Master, as applicable. Interest income allocated from the Master for the three and nine months ended September 30, 2018 increased by $32,272 and $121,079, respectively, as compared to the corresponding periods in 2017. The increase in interest income was primarily due to higher 4-week U.S. Treasury bill discount rates during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of the Master’s) account, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Master and (3) interest rates over which none of the Partnership, the Master, MS&Co. or JPMorgan has control.

Ongoing placement agent fees are calculated on a monthly basis as a percentage of the net assets of the Partnership as of the beginning of each month. The ongoing placement agent fees for the three and nine months ended September 30, 2018 decreased by $54,675 and $198,791, respectively, as compared to the corresponding periods in 2017. The decrease in ongoing placement agent fees was primarily due to lower average net assets during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017.

Management fees are calculated based on the net assets of the Partnership as of the first day of each month. Accordingly, they must be analyzed in relation to the fluctuations in monthly beginning net asset values. Management fees for the three and nine months ended September 30, 2018 decreased by $57,496 and $185,258, respectively, as compared to the corresponding periods in 2017. The decrease in management fees was due to lower management fee rates paid to the Advisor and lower average net assets during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership including, among other things, (i) selecting, appointing and terminating the Partnership’s commodity trading advisor and (ii) monitoring the activities of the commodity trading advisor. General Partner fees are calculated on a monthly basis as a percentage of the net assets (as defined in the Limited Partnership Agreement) of the Partnership as of the beginning of each month. General Partner fees for the three and nine months ended September 30, 2018 decreased by $27,863 and $101,418, respectively, as compared to the corresponding periods in 2017. The decrease in General Partner fees was due to lower average net assets during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017.

Incentive fees paid by the Partnership are based on the new trading profits generated by the Advisor at the end of the quarter, as defined in the management agreement among the Partnership, the General Partner and the Advisor. There were no incentive fees paid for the three and nine months ended September 30, 2018 and 2017. The Advisor will not be paid incentive fees until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership.

The Partnership pays the ongoing administrative, operating, offering and organizational expenses of the Partnership and the Master

as such expenses are incurred, not to exceed 0.25% annually of the net assets of the Partnership.

In allocating substantially all of the assets of the Partnership to the Master, the General Partner considers, among other factors, the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the Advisor at any time and allocate assets to additional advisors at any time.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

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

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

The Master rapidly acquires and liquidates both long and short positions in a range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Master’s past performance is not necessarily indicative of its future results.

Quantifying the Master’s Trading Value at Risk

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

The Master accounts for open positions on the basis of fair value accounting principles. Any loss in the market value of the Master’s open positions are directly reflected in the Master’s earnings and cash flow.

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

“Value at Risk” is a measure of the maximum amount which the Master could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Master’s speculative trading and the recurrence in the markets traded by the Master of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Master’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 Master’s losses in any market sector will be limited to Value at Risk or by the Master’s attempts to manage its market risk.

Exchange margin requirements have been used by the Partnership and the Master as the measure of its Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. The following tables indicate the trading Value at Risk associated with the Master’s open positions by market category as of September 30, 2018 and December 31, 2017, and the highest, lowest and average value during the three months ended September 30, 2018 and during the twelve months ended December 31, 2017. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017.

As of September 30, 2018, the Master’s total capitalization was $194,893,675 and the Partnership owned approximately 11.9% of the Master. The Partnership invests substantially all of its assets in the Master. The Master’s Value at Risk as of September 30, 2018 was as follows:

September 30, 2018


						Three Months Ended September 30, 2018
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk *
Currencies	$	17,848,320		9.16	%	$	56,907,657	$	17,848,320	$	31,790,473
Energy		910,679		0.47			2,458,335		-		303,560
Grains		1,874,125		0.96			1,874,125		-		1,046,943
Indices		2,809,155		1.44			7,089,710		-		1,649,405
Interest Rates U.S.		9,865,233		5.06			20,067,906		3,909,870		9,572,769
Interest Rates Non-U.S.		1,666,775		0.86			16,022,539		-		4,658,005

Total	$	34,974,287		17.95	%

*	Average of month-end Values at Risk.

Prior to the close of business on December 31, 2017, the Master’s total capitalization was $332,211,210 and the Partnership owned approximately 9.3% of the Master. The Partnership invests substantially all of its assets in the Master. The Master’s Value at Risk prior to the close of business on December 31, 2017 was as follows:

December 31, 2017


						Twelve Months Ended December 31, 2017
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk *
Currencies	$	18,377,762		5.53	%	$	83,446,338	$	3,531,563	$	34,901,146
Interest Rates Non-U.S.		5,390,008		1.62			21,928,085		-		6,693,730

Total	$	23,767,770		7.15	%

*	Annual average of month-end Values at Risk.

Item 4. Controls and Procedures.

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

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

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2018 and, based on that evaluation, the General Partner’s President and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

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

•

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

•

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

•

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

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended September 30, 2018, that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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 2017, 2016, 2015, 2014 and 2013. In addition, MS&Co. annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the Commitments, Guarantees and Contingencies – Legal section of MS&Co.’s 2017 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.

On February 25, 2015, the Company 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.

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, 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.

On December 20, 2016, MS&Co. consented to and became the subject of an order by the SEC in connection with allegations that MS&Co. willfully violated Sections 15(c)(3) and 17(a)(1) of the Exchange Act and Rules 15c3-3(e), 17a-5(a), and 17a-5(d) thereunder, by inaccurately calculating its Reserve Account requirement under Rule 15c3-3 by including margin loans to an affiliate in its calculations, which resulted in making inaccurate records and submitting inaccurate reports to the SEC. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. consented to a cease and desist order, a censure, and a civil monetary penalty of $7,500,000.

On September 28, 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co. regarding violations of CFTC Rule 166.3 by failing to diligently supervise the reconciliation of exchange and clearing fees with the amounts it ultimately charged customers for certain transactions on multiple exchanges. The order and settlement required MS&Co. to pay a $500,000 penalty and cease and desist from violating Rule 166.3.

On November 2, 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co. for non-compliance with applicable rules governing Part 17 Large Trader reports to the CFTC. The order requires MS&Co. to pay a $350,000 penalty and cease and desist from further violations of the Commodity Exchange Act.

Civil Litigation

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co, styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint 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. On June 27, 2018, the Firm filed a motion for summary judgment and spoliation sanctions against CDIB. Based on currently available information, MS&Co. believes it could incur a loss in this action 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. On January 18, 2017, the court entered an order dismissing all claims related to an additional securitization at issue. After those dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $65 million. At September 25, 2018, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $37 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 $37 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment

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

On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $133 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 11, 2016, the Appellate Division, First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At September 25, 2018, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $23 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 $23 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleges that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities 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 September 30, 2016, the court granted MS&Co.’s demurrer, with leave to replead. On October 21, 2016, the California Attorney General filed an amended complaint. On January 25, 2017, the court denied MS&Co.’s demurrer with respect to the amended complaint.

Settled Civil Litigation

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, 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. On January 23, 2017, the parties reached an agreement to settle the litigation.

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. Credit Suisse Securities (USA) LLC, et al. An amended complaint filed on June 10, 2010 alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $704 million. The complaint raised claims under both the federal securities laws and California law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 26, 2015, as a result of a settlement with certain other defendants, the plaintiff requested and the court subsequently entered a dismissal with prejudice of certain of the plaintiff’s claims, including all remaining claims against MS&Co.

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 December 21, 2016, the parties reached an agreement to settle the litigation.

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.

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and alleged that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $385 million. The amended complaint raised claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. On July 13, 2018, the parties reached an agreement in principle to settle the litigation.

On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleged that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $634 million. The complaint 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 26, 2018, the parties entered into an agreement to settle the litigation.

Additional lawsuits containing claims similar to those described above may be filed in the future. In the course of its business, MS&Co., as a major futures commission merchant, is party to various civil actions, claims and routine regulatory investigations and proceedings that the General Partner believes do not have a material effect on the business of MS&Co. MS&Co. may establish reserves from time to time in 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, 2017 and under Part II, Item 1A. “Risk Factors.” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018.

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

For the three months ended September 30, 2018, there were no subscriptions for Units.

Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. Units are purchased by accredited investors as described in Regulation D.

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

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


Period	Class A (a) Total Number of Units Purchased *		Class A (b) Average Price Paid per Unit **			Class Z (a) Total Number of Units Purchased *		Class Z (b) Average Price Paid per Unit **			(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
July 1, 2018 - July 31, 2018		842.359		$	429.84		N/A			N/A		N/A		N/A
August 1, 2018 - August 31, 2018		2,718.494		$	417.93		58.161		$	481.56		N/A		N/A
September 1, 2018 - September 30, 2018		2,293.552		$	430.40		N/A			N/A		N/A		N/A
		5,854.405		$	424.53		58.161		$	481.56

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 may compel redemption but 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. No fee will be charged for redemptions.

Item 3. Defaults Upon Senior Securities. — None.

Item 4. Mine Safety Disclosures. — Not Applicable.

Item 5. Other Information. — None.

Item 6. Exhibits.


10.1		Alternative Investment Selling Agent Agreement, dated as of November 1, 2018, by and among Ceres Managed Futures LLC, Harbor Investment Advisory, LLC, Morgan Stanley Distribution Inc., and the limited partnerships listed on Schedule 1 thereto (filed herewith).
31.1		Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).
31.2		Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director) (filed herewith).
32.1		Section 1350 Certification (Certification of President and Director) (filed herewith).
32.2		Section 1350 Certification (Certification of Chief Financial Officer and Director) (filed herewith).


101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase 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.


CERES TACTICAL MACRO L.P.

By:		Ceres Managed Futures LLC
		(General Partner)

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

Date:		November 8, 2018

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

Date:		November 8, 2018

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

Ceres Tactical Macro L.P. - FORM 10-Q - November 8, 2018

Attached files

Ceres Tactical Macro L.P. Reports