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

Attached files

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EX-32.2 - EX-32.2 - Ceres Tactical Commodity L.P.	d45774dex322.htm
EX-32.1 - EX-32.1 - Ceres Tactical Commodity L.P.	d45774dex321.htm
EX-31.2 - EX-31.2 - Ceres Tactical Commodity L.P.	d45774dex312.htm
EX-31.1 - EX-31.1 - Ceres Tactical Commodity L.P.	d45774dex311.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, 2020

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 000-52602

CERES TACTICAL COMMODITY L.P.

(Exact name of registrant as specified in its charter)

New York

20-2718952

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(855) 672-4468

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

N/A

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

Yes X No

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

Yes X No

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


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

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

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

Yes No X

As of October 31, 2020, 55,912.8437 Limited Partnership Class A Redeemable Units were outstanding, 600.0580 Limited Partnership Class D Redeemable Units were outstanding and 183.5150 Limited Partnership Class Z Redeemable Units were outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Ceres Tactical Commodity L.P.

Statements of Financial Condition


	September 30, 2020		December 31, 2019
	(Unaudited)
Assets:
Investment in the Funds⁽¹⁾, at fair value	$	12,494,449	$	19,760,928
Redemptions receivable from the Funds		36,278		2,050,873

Equity in trading account:
Unrestricted cash		67,240,561		66,262,634
Restricted cash		7,822,549		5,558,690
Net unrealized appreciation on open futures contracts		2,546,027		3,104,619
Net unrealized appreciation on open forward contracts		-		255,669
Options purchased, at fair value (premiums paid $2,640,517 and $804,127 at September 30, 2020 and December 31, 2019, respectively)		2,920,247		308,284

Total equity in trading account		80,529,384		75,489,896

Interest receivable		4,939		91,128

Total assets	$	93,065,050	$	97,392,825

Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open forward contracts	$	98,429	$	-
Options written, at fair value (premiums received $3,520,742 and $690,626 at September 30, 2020 and December 31, 2019, respectively)		3,873,300		169,935
Accrued expenses:
Ongoing selling agent fees		72,841		159,170
Management fees		114,420		121,136
General Partner fees		55,517		60,522
Incentive fees		1,848,894		814,167
Professional fees		192,822		227,842
Redemptions payable to Limited Partners		1,532,731		3,946,769

Total liabilities		7,788,954		5,499,541

Partners’ Capital:
General Partner, Class Z, 1,118.7550 Redeemable Units outstanding at September 30, 2020 and December 31, 2019		1,334,942		1,195,989
Limited Partners, Class A, 56,101.6647 and 67,005.2267 Redeemable Units outstanding at September 30, 2020 and December 31, 2019, respectively		83,105,252		90,062,572
Limited Partners, Class D, 600.0580 Redeemable Units outstanding at September 30, 2020 and December 31, 2019		704,425		634,723
Limited Partners, Class Z, 110.1850 and 0.0000 Redeemable Units outstanding at September 30, 2020 and December 31, 2019, respectively		131,477		-

Total partners’ capital (net asset value)		85,276,096		91,893,284

Total liabilities and partners’ capital	$	93,065,050	$	97,392,825

Net asset value per Redeemable Unit:
Class A	$	1,481.33	$	1,344.11

Class D	$	1,173.93	$	1,057.77

Class Z	$	1,193.24	$	1,069.04

⁽¹⁾	Defined in Note 1.

See accompanying notes to financial statements.

Ceres Tactical Commodity L.P.

Condensed Schedule of Investments

September 30, 2020

(Unaudited)


	Number of Contracts		Fair Value			% of Partners’ Capital
Futures Contracts Purchased
Currencies		4	$	(207	)		(0.00	)*%
Energy
NAT GAS LAST DAY Nov 20 - Dec 22		1,762		6,305,040			7.39
Henry LD1 Fix FUT Dec 20 - Mar 22		5,626		5,038,330			5.91
Other		7,526		199,900			0.23
Grains		719		597,549			0.70
Indices		388		53,653			0.06
Livestock		87		141,100			0.17
Metals		89		34,474			0.04
Softs		153		23,916			0.03

Total futures contracts purchased				12,393,755			14.53

Futures Contracts Sold
Energy
NAT GAS LAST DAY Jan 21 - Oct 22		1,478		(5,604,430	)		(6.57	)
Other		7,073		(3,799,843	)		(4.45	)
Grains		640		(451,226	)		(0.53	)
Indices		419		(10,647	)		(0.01	)
Livestock		120		(15,372	)		(0.02	)
Metals		4		213			0.00	*
Softs		73		33,577			0.04

Total futures contracts sold				(9,847,728	)		(11.54	)

Net unrealized appreciation on open futures contracts			$	2,546,027			2.99	%

Unrealized Appreciation on Open Forward Contracts
Metals		579	$	1,256,367			1.47	%

Total unrealized appreciation on open forward contracts				1,256,367			1.47

Unrealized Depreciation on Open Forward Contracts
Metals		732		(1,354,796	)		(1.59	)

Total unrealized depreciation on open forward contracts				(1,354,796	)		(1.59	)

Net unrealized depreciation on open forward contracts			$	(98,429	)		(0.12	)%

Options Purchased
Calls
Energy		1,307	$	1,930,114			2.26	%
Grains		18		68,175			0.08
Metals		205		358,300			0.42
Puts
Energy		875		298,760			0.35
Metals		195		264,898			0.31

Total options purchased (premiums paid $2,640,517)			$	2,920,247			3.42	%

Options Written
Calls
Energy		1,495	$	(1,919,556	)		(2.25	)%
Metals		202		(558,146	)		(0.65	)
Softs		20		(17,696	)		(0.02	)
Puts
Energy		873		(1,080,208	)		(1.27	)
Metals		185		(205,353	)		(0.24	)
Softs		66		(92,341	)		(0.11	)

Total options written (premiums received $3,520,742)			$	(3,873,300	)		(4.54	)%

Investment in the Funds			Fair Value			% of Partners’ Capital
CMF NL Master Fund LLC			$	3,471,195			4.07	%
CMF Aquantum Master Fund LLC				9,023,254			10.58

Total investment in the Funds			$	12,494,449			14.65	%

*	Due to rounding.

See accompanying notes to financial statements.

Ceres Tactical Commodity L.P.

Condensed Schedule of Investments

December 31, 2019


	Number of Contracts		Fair Value			% of Partners’ Capital
Futures Contracts Purchased
Energy		12,781	$	(7,621,903	)		(8.29	)%
Grains		453		274,002			0.30
Indices		440		(354,176	)		(0.39	)
Livestock		56		10,540			0.01
Metals		165		285,840			0.31
Softs		343		253,714			0.28

Total futures contracts purchased				(7,151,983	)		(7.78	)

Futures Contracts Sold
Energy
NAT GAS LAST DAY Mar 20 - Mar 22		2,556		5,386,190			5.86
Other		10,416		4,966,843			5.41
Grains		590		(256,702	)		(0.28	)
Indices		380		322,626			0.35
Livestock		54		10,710			0.01
Metals		66		4,075			0.00	*
Softs		323		(177,140	)		(0.19	)

Total futures contracts sold				10,256,602			11.16

Net unrealized appreciation on open futures contracts			$	3,104,619			3.38	%

Unrealized Appreciation on Open Forward Contracts
Metals		658	$	3,736,333			4.07	%

Total unrealized appreciation on open forward contracts				3,736,333			4.07

Unrealized Depreciation on Open Forward Contracts
Metals		616		(3,480,664	)		(3.79	)
Total unrealized depreciation on open forward contracts				(3,480,664	)		(3.79	)

Net unrealized appreciation on open forward contracts			$	255,669			0.28	%

Options Purchased
Calls
Energy		950	$	186,010			0.21	%
Metals		131		3,869			0.00	*
Puts
Energy		58		41,395			0.05
Metals		68		77,010			0.08

Total options purchased (premiums paid $804,127)			$	308,284			0.34	%

Options Written
Calls
Energy		1,094	$	(52,690	)		(0.06	)%
Metals		120		(3,869	)		(0.00	)*
Puts
Energy		57		(36,366	)		(0.04	)
Metals		68		(77,010	)		(0.08	)

Total options written (premiums received $690,626)			$	(169,935	)		(0.18	)%

Investment in the Funds			Fair Value			% of Partners’ Capital
CMF NL Master Fund LLC			$	4,427,510			4.82	%
CMF Aquantum Master Fund LLC				15,333,418			16.68

Total investment in the Funds			$	19,760,928			21.50	%

*	Due to rounding.

See accompanying notes to financial statements.

Ceres Tactical Commodity L.P.

Statements of Income and Expenses

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Investment Income:
Interest income	$	16,175		$	351,017		$	222,256		$	1,431,960
Interest income allocated from the Fund(s)		2,651			129,557			59,589			222,329

Total investment income		18,826			480,574			281,845			1,654,289

Expenses:
Expenses allocated from the Fund(s)		42,466			128,345			237,421			250,145
Clearing fees related to direct investments		216,436			256,332			654,389			909,209
Ongoing selling agent fees		218,965			498,207			1,106,365			1,580,027
Management fees		343,655			376,803			1,035,499			1,185,208
General Partner fees		166,804			189,257			504,556			600,462
Incentive fees		1,251,629			31,949			2,278,045			319,262
Professional fees		101,148			101,497			247,839			328,643

Total expenses		2,341,103			1,582,390			6,064,114			5,172,956

Net investment loss		(2,322,277	)		(1,101,816	)		(5,782,269	)		(3,518,667	)

Trading Results:
Net gains (losses) on trading of commodity interests and investment in the Fund(s):
Net realized gains (losses) on closed contracts		4,810,682			3,384,845			14,958,682			10,808,601
Net realized gains (losses) on closed contracts allocated from the Fund(s)		(22,288	)		(2,816,167	)		(171,577	)		(2,287,210	)
Net change in unrealized gains (losses) on open contracts		3,964,519			(1,659,790	)		(1,018,750	)		(3,633,307	)
Net change in unrealized gains (losses) on open contracts allocated from the Fund(s)		391,963			(64,733	)		528,983			(1,445,090	)

Total trading results		9,144,876			(1,155,845	)		14,297,338			3,442,994

Net income (loss)	$	6,822,599		$	(2,257,661	)	$	8,515,069		$	(75,673	)

Net income (loss) per Redeemable Unit: *
Class A	$	112.83		$	(29.12	)	$	137.22		$	(3.67	)

Class D	$	90.11		$	(19.57	)	$	116.16		$	6.72

Class Z	$	93.71		$	(17.78	)	$	124.20		$	12.52

Weighted average Redeemable Units outstanding:
Class A		58,548.0084			75,803.5184			61,886.5275			79,022.6708

Class D		600.0580			600.0580			600.0580			600.0580

Class Z		1,214.8660			1,217.9570			1,167.8557			1,339.2599

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

See accompanying notes to financial statements.

Ceres Tactical Commodity L.P.

Statements of Changes in Partners’ Capital

For the Three and Nine Months Ended September 30, 2020 and 2019

(Unaudited)


	Class A						Class D					Class Z						Total
	Amount			Redeemable Units			Amount			Redeemable Units		Amount			Redeemable Units			Amount			Redeemable Units
Partners’ Capital, December 31, 2018	$	56,857,034			43,713.9067		$	606,507			600.0580	$	755,325			745.0230		$	58,218,866			45,058.9877
Subscriptions - General Partner		-			-			-			-		680,750			671.4640			680,750			671.4640
Subscriptions - Limited Partners		52,019,698			39,975.1700			-			-		100,000			99.2020			52,119,698			40,074.3720
Redemptions - General Partner		-			-			-			-		(315,025	)		(297.7320	)		(315,025	)		(297.7320	)
Redemptions - Limited Partners		(13,448,867	)		(10,196.6440	)		-			-		-			-			(13,448,867	)		(10,196.6440	)
Net income (loss)		(108,709	)		-			4,031			-		29,005			-			(75,673	)		-

Partners’ Capital, September 30, 2019	$	95,319,156			73,492.4327		$	610,538			600.0580	$	1,250,055			1,217.9570		$	97,179,749			75,310.4477

Partners’ Capital, June 30, 2019	$	101,227,212			76,333.6607		$	622,287			600.0580	$	1,271,711			1,217.9570		$	103,121,210			78,151.6757
Redemptions - Limited Partners		(3,683,800	)		(2,841.2280	)		-			-		-			-			(3,683,800	)		(2,841.2280	)
Net income (loss)		(2,224,256	)		-			(11,749	)		-		(21,656	)		-			(2,257,661	)		-

Partners’ Capital, September 30, 2019	$	95,319,156			73,492.4327		$	610,538			600.0580	$	1,250,055			1,217.9570		$	97,179,749			75,310.4477


	Class A						Class D					Class Z						Total
	Amount			Redeemable Units			Amount			Redeemable Units		Amount			Redeemable Units			Amount			Redeemable Units
Partners’ Capital, December 31, 2019	$	90,062,572			67,005.2267		$	634,723			600.0580	$	1,195,989			1,118.7550		$	91,893,284			68,724.0397
Subscriptions - Limited Partners		497,754			356.9400			-			-		123,260			110.1850			621,014			467.1250
Redemptions - Limited Partners		(15,753,271	)		(11,260.5020	)		-			-		-			-			(15,753,271	)		(11,260.5020	)
Net income (loss)		8,298,197			-			69,702			-		147,170			-			8,515,069			-

Partners’ Capital, September 30, 2020	$	83,105,252			56,101.6647		$	704,425			600.0580	$	1,466,419			1,228.9400		$	85,276,096			57,930.6627

Partners’ Capital, June 30, 2020	$	81,638,393			59,655.4467		$	650,353			600.0580	$	1,303,049			1,185.0920		$	83,591,795			61,440.5967
Subscriptions - Limited Partners		249,821			179.0190			-			-		50,000			43.8480			299,821			222.8670
Redemptions - Limited Partners		(5,438,119	)		(3,732.8010	)		-			-		-			-			(5,438,119	)		(3,732.8010	)
Net income (loss)		6,655,157			-			54,072			-		113,370			-			6,822,599			-

Partners’ Capital, September 30, 2020	$	83,105,252			56,101.6647		$	704,425			600.0580	$	1,466,419			1,228.9400		$	85,276,096			57,930.6627

See accompanying notes to financial statements.

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

1.	Organization:

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

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership and is the trading manager (the “Trading Manager”) of NL Master (as defined below) and Aquantum Master (as defined below). The General Partner was also the Trading Manager of Harbour Square Master (as defined below) prior to Harbour Square Master’s termination. The General Partner is a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

As of September 30, 2020, all trading decisions are made for the Partnership by Millburn Ridgefield Corporation (“Millburn”), Ospraie Management, LLC (“Ospraie”), Aquantum GmbH (“Aquantum”), Pan Capital Management L.P. (“Pan”), and Northlander Commodity Advisors LLP (“Northlander”) (each, an “Advisor” and, collectively, the “Advisors”), each, a registered commodity trading advisor. On March 31, 2019, the Partnership fully redeemed its investment in CMF Harbour Square Master Fund LLC (“Harbour Square Master”). Also effective March 31, 2019, Harbour Square Capital Management LLC (“Harbour Square”) ceased to act as a commodity trading advisor to the Partnership. Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors either directly, through individually managed accounts, or indirectly through its investment in the Funds. References herein to the “Advisors” may also include, as relevant, Harbour Square. The Advisors are not affiliated with one another, are not affiliated with the General Partner and MS&Co. and are not responsible for the organization or operation of the Partnership.

As of June 13, 2018, the Partnership began offering three classes of limited partnership interests, Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units. All Redeemable Units issued prior to October 31, 2016 were deemed “Class A Redeemable Units.” Class Z Redeemable Units were first issued on January 1, 2017. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units were not changed. Class D Redeemable Units were first issued on July 1, 2018. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units and Class Z Redeemable Units were not changed. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” Class A Redeemable Units and Class D Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions and non-U.S. investors. Class Z Redeemable Units are offered to limited partners who receive advisory services from Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) (“Morgan Stanley Wealth Management”) and may also be offered to certain employees of Morgan Stanley and/or its subsidiaries (and their family members). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that effective July 1, 2020 Class A Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 1.00% (a 1.00% annual rate) of the net assets of Class A as of the end of each month, which differs from the Class D Redeemable Units monthly ongoing selling agent fee of 1/12 of 0.75% (a 0.75% annual rate) of the net assets of Class D as of the end of each month. Prior to July 1, 2020, Class A Redeemable Units were subject to a monthly ongoing selling agent fee equal to 1/12of 2.00% (a 2.00% annual rate) of the net assets of Class A as of the end of each month. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

During the reporting periods ended September 30, 2020 and 2019, the Partnership’s/Funds’ commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant.

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

The Partnership, CMF NL Master Fund LLC (“NL Master”) and CMF Aquantum Master Fund LLC (“Aquantum Master”) have entered, and (prior to its termination) Harbour Square Master had entered, into futures brokerage account agreements with MS&Co. NL Master and Aquantum Master are collectively referred to as the “Funds.” References herein to the “Funds” may also include, as relevant, Harbour Square Master. The Partnership, directly and through its investment in the Funds, pays MS&Co. (or will reimburse MS&Co. if previously paid) its allocable share of all trading fees for the clearing and, where applicable, the execution of transactions as well as exchange, user, give-up, floor brokerage and National Futures Association fees (collectively, the “clearing fees”).

The Partnership has also entered into a selling agreement (as amended, the “Selling Agreement”) with Morgan Stanley Wealth Management. Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to (i) effective July 1, 2020, 1.0% per year of month-end Net Assets of Class A Redeemable Units and (ii) 0.75% per year of month-end Net Assets of Class D Redeemable Units. Prior to July 1, 2020, the Partnership paid Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 2.0% per year of month-end Net Assets of Class A Redeemable Units. Morgan Stanley Wealth Management pays a portion of its ongoing selling agent fees to properly registered or exempted financial advisors who have sold Class A and Class D Redeemable Units in the Partnership. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.

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

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

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

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at September 30, 2020 and the results of its operations and changes in partners’ capital for the three and nine months ended September 30, 2020 and 2019. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2019. The December 31, 2019 information has been derived from the audited financial statements as of and for the year ended December 31, 2019.

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

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

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, 2020 and 2019, the Partnership carried no debt and all of the Partnership’s and the Funds’ investments were carried at fair value and classified as Level 1 and Level 2 measurements.

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

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

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

Partnership’s Cash. The Partnership’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At September 30, 2020 and December 31, 2019, the amount of cash held for margin requirements was $7,822,549 and $5,558,690, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. The Partnership’s restricted and unrestricted cash includes cash denominated in foreign currencies of $29,394 (cost of $27,782) and $447,427 (cost of $437,431) as of September 30, 2020 and December 31, 2019, respectively.

Income Taxes. Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740, “Income Taxes,” which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the more-likely-than-not threshold would be recorded as a tax benefit or liability in the Partnership’s Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Statements of Income and Expenses in the period in which the position is claimed or expected to be claimed. The General Partner has concluded that there are 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 2016 through 2019 tax years remain subject to examination by U.S. federal and most state tax authorities.

Investment Company Status. The Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Accounting Standards Update 2013-08 “Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.

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

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019.

Ceres Tactical Commodity 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, 2020 and 2019 were as follows. There were no Class Z limited partner Redeemable Units held prior to February 1, 2019 or from the close of business on December 31, 2019 to January 31, 2020.


	Three Months Ended September 30, 2020									Three Months Ended September 30, 2019									Nine Months Ended September 30, 2020									Nine Months Ended September 30, 2019
	Class A			Class D			Class Z			Class A			Class D			Class Z			Class A			Class D			Class Z **			Class A			Class D			Class Z ***
Per Redeemable Unit Performance (for a unit outstanding throughout the period): *
Net realized and unrealized gains (losses)	$	151.61		$	119.97		$	120.56		$	(14.75)		$	(11.51)		$	(11.60)		$	228.90		$	180.99		$	182.77		$	40.34		$	31.24		$	34.75
Net investment loss		(38.78)			(29.86)			(26.85)			(14.37)			(8.06)			(6.18)			(91.68)			(64.83)			(56.07)			(44.01)			(24.52)			(16.44)

Increase (decrease) for the period		112.83			90.11			93.71			(29.12)			(19.57)			(17.78)			137.22			116.16			126.70			(3.67)			6.72			18.31
Net asset value per Redeemable Unit, beginning of period		1,368.50			1,083.82			1,099.53			1,326.11			1,037.04			1,044.13			1,344.11			1,057.77			1,066.54			1,300.66			1,010.75			1,008.04

Net asset value per Redeemable Unit, end of period	$	1,481.33		$	1,173.93		$	1,193.24		$	1,296.99		$	1,017.47		$	1,026.35		$	1,481.33		$	1,173.93		$	1,193.24		$	1,296.99		$	1,017.47		$	1,026.35


	Three Months Ended September 30, 2020									Three Months Ended September 30, 2019									Nine Months Ended September 30, 2020									Nine Months Ended September 30, 2019
	Class A			Class D			Class Z			Class A			Class D			Class Z			Class A			Class D			Class Z **			Class A			Class D			Class Z ***
Ratios to Average Limited Partners’ Capital: ****
Net investment loss *****		(6.5)	%		(6.1)	%		(5.7)	%		(4.3)	%		(3.0)	%		(2.2)	%		(8.0)	%		(7.0)	%		(6.6)	%		(4.4)	%		(3.1)	%		(2.3)	%

Operating expenses		5.1	%		4.8	%		4.4	%		6.2	%		4.9	%		4.1	%		5.8	%		4.8	%		4.3	%		6.2	%		4.9	%		4.1	%
Incentive fees		1.5	%		1.4	%		1.4	%		0.0	% ******		0.0	% ******		0.0	% ******		2.6	%		2.6	%		2.5	%		0.3	%		0.3	%		0.2	%

Total expenses		6.6	%		6.2	%		5.8	%		6.2	%		4.9	%		4.1	%		8.4	%		7.4	%		6.8	%		6.5	%		5.2	%		4.3	%

Total return:
Total return before incentive fees		9.8	%		9.8	%		9.9	%		(2.2)	%		(1.9)	%		(1.7)	%		12.9	%		13.7	%		14.4	%		0.0	% ******		1.0	%		2.0	%
Incentive fees		(1.6)	%		(1.5)	%		(1.4)	%		(0.0)	% ******		(0.0)	% ******		(0.0)	% ******		(2.7)	%		(2.7)	%		(2.5 )	%		(0.3)	%		(0.3)	%		(0.2)	%

Total return after incentive fees		8.2	%		8.3	%		8.5	%		(2.2 )	%		(1.9)	%		(1.7)	%		10.2	%		11.0	%		11.9	%		(0.3)	%		0.7	%		1.8	%

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

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

***	For the period from February 1, 2019 to September 30, 2019.

****	Annualized (except for incentive fees).

*****

Interest income less total expenses.

******

Due to rounding.

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

4.	Trading Activities:

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

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

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

All of the commodity interests owned directly by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended September 30, 2020 and 2019 were 25,605 and 25,942, respectively. The monthly average number of futures contracts traded directly by the Partnership during the nine months ended September 30, 2020 and 2019 were 27,917 and 25,882, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended September 30, 2020 and 2019 were 1,415 and 1,484, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the nine months ended September 30, 2020 and 2019 were 1,403 and 1,446, respectively. The monthly average number of option contracts traded directly by the Partnership during the three months ended September 30, 2020 and 2019 were 3,010 and 2,671, respectively. The monthly average number of option contracts traded directly by the Partnership during the nine months ended September 30, 2020 and 2019 were 1,968 and 2,189, respectively.

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

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

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting arrangements or similar agreements as of September 30, 2020 and December 31, 2019, respectively.


September 30, 2020	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
							Financial Instruments		Cash Collateral Received/ Pledged*


Assets
Futures	$	15,890,040	$	(13,344,013)	$	2,546,027	$	-	$	-	$	2,546,027
Forwards		1,256,367		(1,256,367)		-		-		-		-

Total assets	$	17,146,407	$	(14,600,380)	$	2,546,027	$	-	$	-	$	2,546,027

Liabilities
Futures	$	(13,344,013)	$	13,344,013	$	-	$	-	$	-	$	-
Forwards		(1,354,796)		1,256,367		(98,429)		-		98,429		-

Total liabilities	$	(14,698,809)	$	14,600,380	$	(98,429)	$	-	$	98,429	$	-

Net fair value											$	2,546,027	*

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)


			Gross Amounts		Amounts		Gross Amounts Not Offset in the

			Offset in the		Presented in the		Statements of Financial Condition

	Gross		Statements of		Statements of				Cash Collateral

	Amounts		Financial		Financial		Financial		Received/

December 31, 2019	Recognized		Condition		Condition		Instruments		Pledged *		Net Amount

Assets

Futures	$	12,487,330	$	(9,382,711)	$	3,104,619	$	-	$	-	$	3,104,619

Forwards		3,736,333		(3,480,664)		255,669		-		-		255,669



Total assets	$	16,223,663	$	(12,863,375)	$	3,360,288	$	-	$	-	$	3,360,288



Liabilities

Futures	$	(9,382,711)	$	9,382,711	$	-	$	-	$	-	$	-

Forwards		(3,480,664)		3,480,664		-		-		-		-



Total liabilities	$	(12,863,375)	$	12,863,375	$	-	$	-	$	-	$	-



Net fair value											$	3,360,288	*

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

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

The following tables indicate the gross fair values of derivative instruments of futures, forward and option contracts held directly by the Partnership as separate assets and liabilities as of September 30, 2020 and December 31, 2019, respectively.


	September 30,
	2020
Assets
Futures Contracts
Currencies	$	499
Energy		14,336,659
Grains		673,698
Indices		558,058
Livestock		154,380
Metals		77,619
Softs		89,127

Total unrealized appreciation on open futures contracts		15,890,040

Liabilities
Futures Contracts
Currencies		(706)
Energy		(12,197,662)
Grains		(527,375)
Indices		(515,052)
Livestock		(28,652)
Metals		(42,932)
Softs		(31,634)

Total unrealized depreciation on open futures contracts		(13,344,013)

Net unrealized appreciation on open futures contracts	$	2,546,027	*

Assets
Forward Contracts
Metals	$	1,256,367

Total unrealized appreciation on open forward contracts		1,256,367

Liabilities
Forward Contracts
Metals		(1,354,796)

Total unrealized depreciation on open forward contracts		(1,354,796)

Net unrealized depreciation on open forward contracts	$	(98,429)	**

Assets
Options Purchased
Energy	$	2,228,874
Grains		68,175
Metals		623,198

Total options purchased	$	2,920,247	***

Liabilities
Options Written
Energy	$	(2,999,764)
Metals		(763,499)
Softs		(110,037)

Total options written	$	(3,873,300)	****

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

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

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

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

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)


	December 31,
	2019
Assets
Futures Contracts
Energy	$	11,219,295
Grains		282,619
Indices		322,626
Livestock		25,050
Metals		320,318
Softs		317,422

Total unrealized appreciation on open futures contracts		12,487,330

Liabilities
Futures Contracts
Energy		(8,488,165)
Grains		(265,319)
Indices		(354,176)
Livestock		(3,800)
Metals		(30,403)
Softs		(240,848)

Total unrealized depreciation on open futures contracts		(9,382,711)

Net unrealized appreciation on open futures contracts	$	3,104,619	*

Assets
Forward Contracts
Metals	$	3,736,333

Total unrealized appreciation on open forward contracts		3,736,333

Liabilities
Forward Contracts
Metals		(3,480,664)

Total unrealized depreciation on open forward contracts		(3,480,664)

Net unrealized appreciation on open forward contracts	$	255,669	**

Assets
Options Purchased
Energy	$	227,405
Metals		80,879

Total options purchased	$	308,284	***

Liabilities
Options Written
Energy	$	(89,056)
Metals		(80,879)

Total options written	$	(169,935)	****

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

**	This amount is in “Net unrealized appreciation on open forward contracts” in the Statements of Financial Condition.

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

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

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

The following table indicates the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three and nine months ended September 30, 2020 and 2019.


	Three Months Ended September 30,						Nine Months Ended September 30,
Sector	2020			2019			2020			2019
Currencies	$	242,234		$	(9,325)		$	19,300		$	75,086
Energy		7,118,594			1,215,424			13,222,232			3,497,750
Grains		(162,552)			402,136			137,215			669,220
Indices		(6,420)			60,405			317,820			60,405
Livestock		223,308			362,248			(253,816)			1,755,893
Metals		(96,525)			(1,076,811)			(814,125)			(241,259)
Softs		1,456,562			770,978			1,311,306			1,358,199

Total	$	8,775,201	*****	$	1,725,055	*****	$	13,939,932	*****	$	7,175,294	*****

*****

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

5.	Fair Value Measurements:

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

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

The Partnership and the Funds consider prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of September 30, 2020 and December 31, 2019 and for the periods ended September 30, 2020 and 2019, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3).

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)


September 30, 2020	Total		Level 1		Level 2		Level 3
Assets
Futures	$	15,890,040	$	15,890,040	$	-	$	-
Forwards		1,256,367		-		1,256,367		-
Options purchased		2,920,247		2,920,247		-		-

Total assets	$	20,066,654	$	18,810,287	$	1,256,367	$	-

Liabilities
Futures	$	13,344,013	$	13,344,013	$	-	$	-
Forwards		1,354,796		-		1,354,796		-
Options written		3,873,300		3,873,300		-		-

Total liabilities	$	18,572,109	$	17,217,313	$	1,354,796	$	-


December 31, 2019	Total		Level 1		Level 2		Level 3
Assets
Futures	$	12,487,330	$	12,487,330	$	-	$	-
Forwards		3,736,333		-		3,736,333		-
Options purchased		308,284		308,284		-		-

Total assets	$	16,531,947	$	12,795,614	$	3,736,333	$	-

Liabilities
Futures	$	9,382,711	$	9,382,711	$	-	$	-
Forwards		3,480,664		-		3,480,664		-
Options written		169,935		169,935		-		-

Total liabilities	$	13,033,310	$	9,552,646	$	3,480,664	$	-

6.	Investment in the Funds:

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

On December 1, 2018, the Partnership allocated a portion of its assets to Aquantum, which were managed and traded directly by Aquantum pursuant to Aquantum’s Commodity Spread Program through a trading account in the Partnership’s name from December 1, 2018 until May 31, 2019. Effective June 1, 2019, the assets allocated to Aquantum were transferred into Aquantum Master, a limited liability company organized under the limited liability company laws of the State of Delaware, through which they are managed and traded by Aquantum pursuant to the same strategy. Aquantum Master permits accounts managed by Aquantum using Aquantum’s Commodity Spread Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the trading manager of Aquantum Master. Individual and pooled accounts currently managed by Aquantum, including the Partnership, are permitted to be members of Aquantum Master. The Trading Manager and Aquantum believe that trading through this master/feeder structure should promote efficiency and economy in the trading process.

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

On January 1, 2018, the Partnership allocated a portion of its assets to Harbour Square Master, a limited liability company organized under the limited liability company laws of the State of Delaware. Harbour Square Master permitted accounts managed by Harbour Square using Harbour Square’s Discretionary Energy Program, a proprietary, discretionary trading system, to invest together in one trading vehicle. Effective March 31, 2019, the Partnership fully redeemed its investment in Harbour Square Master.

The General Partner is not aware of any material changes to the trading programs discussed above or in Note 1, “Organization” during the fiscal quarter ended September 30, 2020.

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

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

Management fees, General Partner fees, ongoing selling agent fees and incentive fees are charged at the Partnership level. All clearing fees paid to MS&Co. are borne directly by the Partnership for its direct trading. In addition, clearing fees are borne by the Funds and allocated to the Funds’ members, including the Partnership. Professional fees are borne by the Funds and allocated to the Partnership, and also charged directly at the Partnership level.

At September 30, 2020, the Partnership owned approximately 18.4% of NL Master and 49.3% of Aquantum Master. At December 31, 2019, the Partnership owned approximately 20.4% of NL Master and 43.1% of Aquantum Master. It is the Partnership’s intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.

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


	September 30, 2020
	Total Assets		Total Liabilities		Total Capital
NL Master	$	19,157,017	$	265,341	$	18,891,676
Aquantum Master		18,400,197		80,292		18,319,905

	December 31, 2019
	Total Assets		Total Liabilities		Total Capital
NL Master	$	22,919,671	$	1,217,801	$	21,701,870
Aquantum Master		37,857,547		2,327,205		35,530,342

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


	For the three months ended September 30, 2020
	Net Investment		Total Trading
	Income (Loss)		Results		Net Income (Loss)
NL Master	$	(22,163)	$	(521,660)	$	(543,823)
Aquantum Master		(72,581)		945,402		872,821

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)


	For the nine months ended September 30, 2020
	Net Investment		Total Trading
	Income (Loss)		Results		Net Income (Loss)
NL Master	$	(38,946)	$	(1,839,823)	$	(1,878,769)
Aquantum Master		(353,108)		1,405,725		1,052,617

	For the three months ended September 30, 2019
	Net Investment		Total Trading
	Income (Loss)		Results		Net Income (Loss)
NL Master	$	68,377	$	(2,613,327)	$	(2,544,950)
Aquantum Master		(29,826)		(4,900,506)		(4,930,332)

	For the nine months ended September 30, 2019
	Net Investment		Total Trading
	Income (Loss)		Results		Net Income (Loss)
Harbour Square Master ^(a)	$	(14,678)	$	160,848	$	146,170
NL Master ^(b)		115,912		(3,966,614)		(3,850,702)
Aquantum Master ^(c)		(84,895)		(6,009,377)		(6,094,272)

^(a)	From January 1, 2019 through March 31, 2019, the date Harbour Square Master terminated operations.

^(b)	From April 1, 2019, commencement of operations for NL Master, through September 30, 2019.

^(c)	From June 1, 2019, commencement of operations for Aquantum Master, through September 30, 2019.

Summarized information reflecting the Partnership’s investments in and the Partnership’s pro-rata share of the results of operations of the Funds is shown in the following tables:


	September 30, 2020				For the three months ended September 30, 2020
	% of						Expenses				Net
	Partners’		Fair		Income		Clearing		Professional		Income		Investment		Redemptions
Funds	Capital		Value		(Loss)		Fees		Fees		(Loss)		Objective		Permitted
NL Master		4.07%	$	3,471,195	$	(95,133)	$	1,880	$	2,941	$	(99,954)		Commodity Portfolio		Monthly
Aquantum Master		10.58%		9,023,254		467,459		29,274		8,371		429,814		Commodity Portfolio		Monthly

Total			$	12,494,449	$	372,326	$	31,154	$	11,312	$	329,860


	September 30, 2020				For the nine months ended September 30, 2020
	% of						Expenses				Net
	Partners’		Fair		Income		Clearing		Professional		Income		Investment		Redemptions
Funds	Capital		Value		(Loss)		Fees		Fees		(Loss)		Objective		Permitted
NL Master		4.07%	$	3,471,195	$	(330,180)	$	10,540	$	9,046	$	(349,766)		Commodity Portfolio		Monthly
Aquantum Master		10.58%		9,023,254		747,175		192,994		24,841		529,340		Commodity Portfolio		Monthly

Total			$	12,494,449	$	416,995	$	203,534	$	33,887	$	179,574

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)


	December 31, 2019				For the three months ended September 30, 2019
	% of						Expenses				Net
	Partners’		Fair		Income		Clearing		Professional		Income		Investment		Redemptions
Funds	Capital		Value		(Loss)		Fees		Fees		(Loss)		Objective		Permitted
NL Master		4.82%	$	4,427,510	$	(538,825)	$	3,493	$	6,196	$	(548,514)		Commodity Portfolio		Monthly
Aquantum Master		16.68%		15,333,418		(2,212,518)		103,121		15,535		(2,331,174)		Commodity Portfolio		Monthly

Total			$	19,760,928	$	(2,751,343)	$	106,614	$	21,731	$	(2,879,688)


	December 31, 2019				For the nine months ended September 30, 2019
	% of						Expenses				Net
	Partners’		Fair		Income		Clearing		Professional		Income		Investment		Redemptions
Funds	Capital		Value		(Loss)		Fees		Fees		(Loss)		Objective		Permitted
Harbour Square Master ^(a)		-%	$	-	$	141,964	$	7,656	$	29,566	$	104,742		Commodity Portfolio		Monthly
NL Master ^(b)		4.82%		4,427,510		(862,612)		13,479		11,766		(887,857)		Commodity Portfolio		Monthly
Aquantum Master ^(c)		16.68%		15,333,418		(2,789,323)		163,305		24,373		(2,977,001)		Commodity Portfolio		Monthly

Total			$	19,760,928	$	(3,509,971)	$	184,440	$	65,705	$	(3,760,116)

^(a)	From January 1, 2019 through March 31, 2019, the date the Partnership fully redeemed its investment in Harbour Square Master.

^(b)	From April 1, 2019, the date the Partnership invested into NL Master, through September 30, 2019.

^(c)	From June 1, 2019, the date the Partnership invested into Aquantum Master, through September 30, 2019.

7.	Financial Instrument Risks:

In the normal course of business, the Partnership and the Funds are parties to financial instruments with off-balance-sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or over-the-counter (“OTC”). Exchange-traded instruments include futures and certain standardized forward, swap and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. None of the Partnership’s/Funds’ contracts are traded OTC, although contracts may be traded OTC in the future.

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

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

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

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

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

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

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

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

Ceres Tactical Commodity L.P.

Notes to Financial Statements

(Unaudited)

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

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

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

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

8.	Subsequent Events:

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

On November 1, 2020, the Partnership allocated a portion of its assets to Geosol Capital, LLC (“Geosol”), which is invested in CMF GSL Master Fund LLC and is traded by Geosol pursuant to Geosol’s U.S. Power and Natural Gas Program.

Item 2.

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

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) redemptions receivable from the Funds, (iii) equity in trading account, consisting of unrestricted cash, restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and options purchased at fair value, if applicable, and (iv) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments and investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2020.

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

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

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

For the nine months ended September 30, 2020, Partnership capital decreased 7.2% from $91,893,284 to $85,276,096. This decrease was attributable to redemptions of 11,260.5020 Class A limited partner Redeemable Units totaling $15,753,271 which was partially offset by subscriptions of 356.9400 Class A limited partner Redeemable Units totaling $497,754, subscriptions of 110.1850 Class Z limited partner Redeemable Units totaling $123,260 and net income of $8,515,069. Future redemptions can impact the amount of funds available for direct investments and investment in the Funds in subsequent periods.

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

Off-Balance Sheet Arrangements and Contractual Obligations

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

Critical Accounting Policies

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

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

Results of Operations

During the Partnership’s third quarter of 2020, the net asset value per Redeemable Unit for Class A increased 8.2% from $1,368.50 to $1,481.33 as compared to a decrease of 2.2% in the third quarter of 2019. During the Partnership’s third quarter of 2020, the net asset value per Redeemable Unit for Class D increased 8.3% from $1,083.82 to $1,173.93 as compared to a decrease of 1.9% in the third quarter of 2019. During the Partnership’s third quarter of 2020, the net asset value per Redeemable Unit for Class Z increased 8.5% from $1,099.53 to $1,193.24 as compared to a decrease of 1.7% in the third quarter of 2019. The Partnership experienced a net trading gain before fees and expenses during the third quarter of 2020 of $9,144,876. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, livestock and softs and were partially offset by losses in grains and metals. The Partnership experienced a net trading loss before fees and expenses during the third quarter of 2019 of $1,155,845. Losses were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in livestock and metals and were partially offset by gains in energy, grains, indices and softs.

During the third quarter, the most notable gains were recorded in the energy markets primarily during July and August from long positions in natural gas futures and options as hotter weather forecasts, along with increased export demand, sent prices soaring higher. Within the soft commodity markets gains were experienced primarily during July from long positions in coffee futures and options as prices rallied amid reports of rising demand. Gains in the livestock markets were experienced during September from long futures positions in lean hogs after an uptick in Chinese demand for U.S. pork pushed prices higher. The Partnership’s overall trading gains for the quarter were partially offset by trading losses within the grains sector during August and September from short futures positions in the broader complex as prices were boosted by increasing demand, as countries increased stockpiles, and shrinking supplies amid adverse growing conditions in the Black Sea. Finally, in the metals complex losses were experienced during August from short positions in industrial metals as prices rallied amid the weakening U.S. dollar and improving economic growth expectations.

During the Partnership’s nine months ended September 30, 2020, the net asset value per Redeemable Unit for Class A increased 10.2% from $1,344.11 to $1,481.33 as compared to a decrease of 0.3% during the nine months ended September 30, 2019. During the Partnership’s nine months ended September 30, 2020, the net asset value per Redeemable Unit for Class D increased 11.0% from $1,057.77 to $1,173.93 as compared to an increase of 0.7% during the nine months ended September 30, 2019. During the Partnership’s nine months ended September 30, 2020, the net asset value per Redeemable Unit for Class Z increased 11.6% from $1,069.04 to $1,193.24 as compared to an increase of 1.2% during the nine months ended September 30, 2019. The Partnership experienced a net trading gain before fees and expenses for the nine months ended September 30, 2020 of $14,297,338. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, livestock and softs and were partially offset by losses in grains and metals. The Partnership experienced a net trading gain before fees and expenses for the nine months ended September 30, 2019 of $3,442,994. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, grains, indices and softs and were partially offset by losses in livestock and metals.

During the first three quarters of the year, the most notable gains were recorded during March from short positions in crude oil and its refined products as energy prices plummeted as demand collapsed, while simultaneously Saudi Arabia increased production amid a price war with Russia. Further gains were recorded during March and April from long positions in natural gas futures and options as prices surged higher amid dwindling supplies. Further gains were again achieved in the energies during July and August from long positions in natural gas futures and options as hotter weather forecasts, along with increased export demand, sent prices soaring higher. Within the soft commodity markets, gains were experienced primarily during July from long positions in coffee futures and options as prices rallied amid reports of rising demand. Gains in the livestock markets were experienced primarily during September from long positions in lean hogs after an uptick in Chinese demand for U.S. pork boosted prices. The Partnership’s overall trading gains for the first nine months of the year were partially offset by trading losses within the metals complex during March from long futures positions in silver as prices decreased amid investor needs for liquidity and diminished industrial demand. During June and August, additional losses were experienced from short positions in base metals as optimism of a Chinese recovery pushed prices higher. In the grains sector, small losses were recorded during March from short positions in grains as prices rose due to speculation for an uptick in demand from COVID-19-related consumer stockpiling. Additional losses were recorded from short wheat futures positions as prices again rose due to stockpiling concerns and shrinking supplies amid adverse growing conditions in the Black Sea.

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

Interest income on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of the Funds’) brokerage account during each month is earned at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s and/or the Funds’ account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest income earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Interest income earned for the three and nine months ended September 30, 2020 decreased by $461,748 and $1,372,444, respectively, as compared to the corresponding periods in 2019. The decrease in interest income was primarily due to lower average daily equity and lower interest rates during the three and nine months ended September 30, 2020 as compared to the corresponding periods in 2019. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership’s and/or the applicable Funds’ accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds or MS&Co. has control.

Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three and nine months ended September 30, 2020 decreased by $39,896 and $254,820, respectively, as compared to the corresponding periods in 2019. The decrease in these clearing fees was primarily due to a decrease in the number of direct trades made by the Partnership during the three and nine months ended September 30, 2020 as compared to the corresponding periods in 2019.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value of Class A Redeemable Units and Class D Redeemable Units as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three and nine months ended September 30, 2020 decreased by $279,242 and $473,662, respectively, as compared to the corresponding periods in 2019. This decrease was due to lower average net assets attributable to Class A Redeemable Units and Class D Redeemable Units during the three and nine months ended September 30, 2020 as compared to the corresponding periods in 2019, as well as a reduction in the ongoing selling agent fee rate from 1/12 of 2.00% to 1/12 of 1.00% for Class A Redeemable Units effective July 1, 2020.

Management fees are calculated as a percentage of the Partnership’s net assets per Class as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Management fees for the three and nine months ended September 30, 2020 decreased by $33,148 and $149,709, respectively, as compared to the corresponding periods in 2019. This decrease was due to lower average net assets per Class during the three and nine months ended September 30, 2020 as compared to the corresponding periods in 2019.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership including, among other things, (i) selecting, appointing and terminating the Partnership’s commodity trading advisors, (ii) allocating and reallocating the Partnership’s assets among the commodity trading advisors and (iii) monitoring the activities of the commodity trading advisors. These fees are calculated as a percentage of the Partnership’s adjusted net assets per Class as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. General Partner fees for the three and nine months ended September 30, 2020 decreased by $22,453 and $95,906, respectively, as compared to the corresponding periods in 2019. This decrease was due to lower average net assets per Class during the three and nine months ended September 30, 2020 as compared to the corresponding periods in 2019.

Incentive fees are based on the Net Trading Profits (as defined in the respective management agreements between the Partnership, the General Partner and each Advisor) generated by each Advisor at the end of each quarter, half year or year, as applicable. Trading performance for the three and nine months ended September 30, 2020 resulted in incentive fees of $1,251,629 and $2,278,045, respectively. Trading performance for the three and nine months ended September 30, 2019 resulted in incentive fees of $31,949 and $319,262, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid incentive fees until such Advisor recovers any net loss incurred and earns additional new trading profits for the Partnership.

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

As of September 30, 2020 and June 30, 2020, the Partnership’s assets were allocated among the Advisors in the following approximate percentages:


Advisor	September 30, 2020		September 30, 2020 (percentage of Partners’ Capital)		June 30, 2020		June 30, 2020 (percentage of Partners’ Capital)

Millburn	$	26,834,779		32%	$	26,615,719		32%

Ospraie		21,622,184		25%		23,135,755		28%

Aquantum		9,123,204		11%		8,680,934		10%

Pan		24,224,733		28%		21,557,826		26%

Northlander		3,471,196		4%		3,601,561		4%

For additional disclosures about operational and financial risk related to the COVID-19 outbreak, refer to Part II, Item 5. “Other Information.” in this Form 10-Q.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

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

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

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

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

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

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

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

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

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

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

Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. Aquantum and Northlander trade the Partnership’s assets indirectly in master fund managed accounts established in the name of the master funds over which they have been granted limited authority to make trading decisions. Millburn, Ospraie and Pan directly trade managed accounts in the name of the Partnership. The first trading Value at Risk table reflects the market sensitive instruments held by the Partnership directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e in the managed accounts in the Partnership’s name traded by certain Advisors) and indirectly by each Fund separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019.

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2020. As of September 30, 2020, the Partnership’s total capitalization was $85,276,096.


September 30, 2020
Market Sector	Value at Risk		% of Total Capitalization
Currencies	$	13,200		0.02	%
Energy		6,093,146		7.14
Grains		556,094		0.65
Livestock		244,170		0.29
Metals		2,132,693		2.50
Softs		596,630		0.70

Total	$	9,635,933		11.30	%

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of December 31, 2019. As of December 31, 2019, the Partnership’s total capitalization was $91,893,284.


December 31, 2019
Market Sector	Value at Risk		% of Total Capitalization
Energy	$	4,297,296		4.68	%
Grains		491,840		0.53
Livestock		243,586		0.26
Metals		841,069		0.92
Softs		354,990		0.39

Total	$	6,228,781		6.78	%

The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investment in the Funds as of September 30, 2020 and December 31, 2019, and the highest, lowest and average values during the three months ended September 30, 2020 and the twelve months ended December 31, 2019. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of September 30, 2020 and December 31, 2019, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:


September 30, 2020
						Three Months Ended September 30, 2020
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk *
Currencies	$	13,200		0.02	%	$	187,110	$	-	$	64,970
Energy		5,540,124		6.50			6,253,594		3,671,935		5,127,318
Grains		556,094		0.65			909,093		224,559		534,135
Livestock		183,975		0.22			345,758		34,155		191,736
Metals		2,132,693		2.50			2,439,298		1,430,829		1,902,421
Softs		596,630		0.70			2,102,795		434,328		1,024,315

Total	$	9,022,716		10.59	%

*	Average of daily Values at Risk.


December 31, 2019
						Twelve Months Ended December 31, 2019
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk *
Energy	$	3,787,513		4.12	%	$	6,862,028	$	1,785,115	$	3,660,802
Grains		491,840		0.54			1,155,704		110,693		653,440
Livestock		82,060		0.09			2,177,333		47,850		680,893
Metals		841,069		0.92			4,134,491		357,863		1,604,503
Softs		335,111		0.36			2,302,157		190,851		1,135,043

Total	$	5,537,593		6.03	%

*	Annual average of daily Values at Risk.

As of September 30, 2020, NL Master’s total capitalization was $18,891,676, and the Partnership owned approximately 18.4% of NL Master. As of September 30, 2020, NL Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Northlander for trading) was as follows:


September 30, 2020
						Three Months Ended September 30, 2020
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk *
Energy	$	421,035		2.23	%	$	594,596	$	282,178	$	424,075

Total	$	421,035		2.23	%

*	Average of daily Values at Risk.

As of December 31, 2019, NL Master’s total capitalization was $21,701,870, and the Partnership owned approximately 20.4% of NL Master. As of December 31, 2019, NL Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Northlander for trading) was as follows:


December 31, 2019
						Twelve Months Ended December 31, 2019 *
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk **
Energy	$	402,025		1.85	%	$	1,612,667	$	-	$	556,623

Total	$	402,025		1.85	%

*	From April 1, 2019, commencement of operations for NL Master, through December 31, 2019.

**	Annual average of daily Values at Risk.

As of September 30, 2020, Aquantum Master’s total capitalization was $18,319,905, and the Partnership owned approximately 49.3% of Aquantum Master. As of September 30, 2020, Aquantum Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aquantum for trading) was as follows:


September 30, 2020
						Three Months Ended September 30, 2020
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk *
Energy	$	964,608		5.27	%	$	1,596,074	$	198,389	$	802,028
Livestock		122,100		0.67			471,570		122,100		310,872

Total	$	1,086,708		5.94	%

*	Average of daily Values at Risk.

As of December 31, 2019, Aquantum Master’s total capitalization was $35,530,342, and the Partnership owned approximately 43.1% of Aquantum Master. As of December 31, 2019, Aquantum Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aquantum for trading) was as follows:


December 31, 2019
						Twelve Months Ended December 31, 2019 *
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk **
Energy	$	992,506		2.79	%	$	1,985,763	$	318,007	$	1,030,946
Livestock		374,770		1.05			1,959,045		69,520		578,628
Softs		46,122		0.13			1,258,748		-		190,317

Total	$	1,413,398		3.97	%

*	From June 1, 2019, commencement of operations for Aquantum Master, through December 31, 2019.

**	Annual average of daily 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, 2020, and, based on that evaluation, the General Partner’s President and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

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

•

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

•

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

•

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

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended September 30, 2020 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 2019, 2018, 2017, 2016, 2015 and 2014. 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 2019 Audited Financial Statement.

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

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

During the preceding five years, the following administrative, civil, or criminal actions pending, on appeal or concluded against MS&Co. or any of its principals are material within the meaning of CFTC Rule 4.24(l)(2) or 4.34(k)(2):

Regulatory and Governmental Matters

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

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 April 21, 2015, the Chicago Board Options Exchange, Incorporated (CBOE) and the CBOE Futures Exchange, LLC (CFE) filed statements of charges against MS&Co. in connection with trading by one of MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of the November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7, Sections 9(a) and 10(b) of the Exchange Act and Rule 10b-5 thereunder. CFE alleged that MS&Co. violated CFE Rules 608, 609 and 620. The matters were resolved on July 12, 2016 and June 28, 2016, respectively, without any findings of fraud. Pursuant to the settlements, MS&Co. was required to pay a $750,000 penalty to the CBOE (for which MS&Co. and an individual were jointly and severally liable) and a $400,000 penalty to the CFE (for which MS&Co. and an individual were jointly and severally liable) and $152,664 in disgorgement.

On 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 U.S. Dollars in cleared swap segregated accounts in the United States to meet all U.S. 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 U.S. 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 $7.5 million.

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

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

On September 30, 2020, the SEC entered into a settlement order with MS&Co. settling an administrative action which relates to MS&Co.’s violations of the order marking requirements of Regulation SHO of the Exchange Act resulting from its improper use of aggregation units in structuring MS&Co.’s equity swaps business. The order found that MS&Co. improperly operated its equity swaps business without netting certain “long” and “short” positions as required by Rule 200(c) of Regulation SHO. The order found that the long exposure to an equity security (the “Long Unit”) and the short exposure to an equity security (the “Short Unit”) were not independent from one another and did not have separate trading strategies or objectives without regard to each other, and that the Long and Short Units were not eligible for the exception in Rule 200(f) of Regulation SHO. The order found that MS&Co. willfully violated Section 200(g) of Regulation SHO. MS&Co. consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; to pay a civil penalty of $5 million; and to comply with the undertaking enumerated in the order.

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 (“CDS”) 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 CDS with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the CDS, 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, MS&Co. filed a motion for summary judgment and spoliation sanctions against CDIB. On December 21, 2018, the court denied MS&Co.’s motion for summary judgment and granted in part MS&Co.’s motion for sanctions relating to spoliation of evidence. On January 24, 2019, CDIB filed a notice of appeal from the court’s December 21, 2018 order, and on January 25, 2019, MS&Co. filed a notice of appeal from the same order. On March 7, 2019, the court denied the relief that CDIB sought in a motion to clarify and resettle the portion of the court’s December 21, 2018 order granting spoliation sanctions. On May 21, 2020, the Appellate Division, First Department (“First Department”) modified the Supreme Court of NY’s order to deny MS&Co.’s motion for summary judgment. On June 19, 2020, MS&Co. moved for leave to appeal the First Department’s decision to the New York Court of Appeals, which the First Department denied on July 24, 2020. 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 December 25, 2019, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $35 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $35 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $133 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 11, 2016, the First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At December 25, 2019, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $22 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $22 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

In August of 2017, MS&Co. was named as a defendant in a purported antitrust class action in the United States District Court for the United States District Court for the Southern District of New York styled Iowa Public Employees’ Retirement System et al. v. Bank of America Corporation et al. Plaintiffs allege, inter alia, that MS&Co., together with a number of other financial institution defendants, violated U.S. antitrust laws and New York state law in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for securities lending. The class action complaint was filed on behalf of a purported class of borrowers and lenders who entered into stock loan transactions with the defendants. The class action complaint seeks, among other relief, certification of the class of plaintiffs and treble damages. On September 27, 2018, the court denied the defendants’ motion to dismiss the class action complaint.

Settled Civil Litigation

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleged that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raised claims under the Washington State Securities Act and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 23, 2017, the parties reached an agreement to settle the litigation.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raised claims under both the federal securities laws and California law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On December 21, 2016, the parties reached an agreement to settle the litigation.

On April 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 raised 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.

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 asserted claims under the Virginia Fraud Against Taxpayers Act, as well as common law claims of actual and constructive fraud, and sought, 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 alleged causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and sought, among other things, compensatory and punitive damages. On June 26, 2018, the parties entered into an agreement to settle the litigation.

On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleged that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV, and asserted violations of the California False Claims Act and other state laws and sought treble damages, civil penalties, disgorgement, and injunctive relief. On April 24, 2019, the parties reached an agreement to settle the litigation.

Beginning on March 25, 2019, MS&Co. was named as a defendant in a series of putative class action complaints filed in the Southern District of NY, the first of which is styled Alaska Electrical Pension Fund v. BofA Secs., Inc., et al. Each complaint alleged a conspiracy to fix prices and restrain competition in the market for unsecured bonds issued by the following Government-Sponsored Enterprises: the Federal National Mortgage Association; the Federal Home Loan Mortgage Corporation; the Federal Farm Credit Banks Funding Corporation; and the Federal Home Loan Banks. The purported class period for each suit is from January 1, 2012 to June 1, 2018. Each complaint raised a claim under Section 1 of the Sherman Act and sought, among other things, injunctive relief and treble compensatory damages. On May 23, 2019, plaintiffs filed a consolidated amended class action complaint styled In re GSE Bonds Antitrust Litigation, with a purported class period from January 1, 2009 to January 1, 2016. On June 13, 2019, the defendants filed a joint motion to dismiss the consolidated amended complaint. On August 29, 2019, the court denied MS&Co.’s motion to dismiss. On December 15, 2019, MS&Co. and certain other defendants entered into a stipulation of settlement to resolve the action as against each of them in its entirety. On June 16, 2020, the court granted final approval of the settlement.

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

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, 2019 and under Part II, Item 1A. “Risk Factors.” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

For the three months ended September 30, 2020, there were subscriptions of 179.0190 Class A Redeemable Units totaling $249,821 and 43.8480 Class Z Redeemable Units totaling $50,000. Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. The Redeemable Units are purchased by accredited investors, as described in Regulation D. In determining the applicability of the exemption, the General Partner relies on the fact that the Redeemable Units are purchased by accredited investors in a private offering.

Proceeds from the sale of Redeemable Units are used in the trading of commodity interests including futures, option and forward contracts.

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

(d) Maximum Number (or

(c) Total Number of

Approximate Dollar

Class A (a) Total

Redeemable Units

Value) of Redeemable

Number of

Class A (b) Average

Purchased as Part of

Units that May Yet Be

Redeemable Units

Price Paid per

Publicly Announced

Purchased Under the

Purchased*

Redeemable Unit **

Plans or Programs

July 1, 2020 - July 31, 2020

1,061.5340

1,410.53

N/A

August 1, 2020 - August 31, 2020

1,636.5680

1,471.41

N/A

September 1, 2020 - September 30, 2020

1,034.6990

1,481.33

N/A

3,732.8010

1,456.85

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

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

Item 3.

Defaults Upon Senior Securities. None.

Item 4.

Mine Safety Disclosures. Not Applicable.

Item 5.

Other Information.

Certain impacts to public health conditions particular to the coronavirus (COVID-19) outbreak that occurred after December 31, 2019 could impact the operations and financial performance of the Partnership investments subsequent to September 30, 2020. The extent of the impact to the financial performance of the Partnership investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted. If the financial performance of the Partnership investments is impacted because of these factors for an extended period, the Partnership performance may be adversely affected.

Item 6.

Exhibits.


31.1		Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).

31.2		Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director) (filed herewith).

32.1		Section 1350 Certification (Certification of President and Director) (filed herewith).

32.2		Section 1350 Certification (Certification of Chief Financial Officer and Director) (filed herewith).


101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

SIGNATURES

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

CERES TACTICAL COMMODITY L.P.


By:		Ceres Managed Futures LLC
		(General Partner)

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

Date:		November 12, 2020

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

Date:		November 12, 2020

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 Commodity L.P. - FORM 10-Q - November 12, 2020

Attached files

Ceres Tactical Commodity L.P. Reports