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EX-31.1 - EX-31.1 - CERES TACTICAL SYSTEMATIC L.P.d147227dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

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 000-50718

CERES TACTICAL SYSTEMATIC L.P.

 

(Exact name of registrant as specified in its charter)

 

New York   13-4224248

(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: None.

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
N/A   N/A   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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X     No    

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 April 30, 2021, 84,536.1718 Limited Partnership Class A Redeemable Units were outstanding, 5,764.8820 Limited Partnership Class D Redeemable Units were outstanding, and 138.6360 Limited Partnership Class Z Redeemable Units were outstanding.


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Ceres Tactical Systematic L.P.

Statements of Financial Condition

 

     March 31,
2021 (Unaudited)
     December 31,
2020
 

Assets:

     

Redemptions receivable from the Funds (1)

     $ -              $         16,694,562    
  

 

 

    

 

 

 

Equity in trading account:

     

Unrestricted cash

     54,896,844          44,736,879    

Restricted cash

     16,710,416          13,791,629    

Net unrealized appreciation on open futures contracts

     1,897,488          2,318,834    

Net unrealized appreciation on open forward contracts

     455,008          308,695    
  

 

 

    

 

 

 

Total equity in trading account

     73,959,756          61,156,037    
  

 

 

    

 

 

 

Interest receivable

     975          3,963    
  

 

 

    

 

 

 

Total assets

     $ 73,960,731          $ 77,854,562    
  

 

 

    

 

 

 

Liabilities and Partners’ Capital:

     

Liabilities:

     

Accrued expenses:

     

Ongoing selling agent fees

     $ 45,540          $ 62,628    

Management fees

     49,839          58,925    

Incentive fees

     570,288          99,425    

General Partner fees

     53,749          56,549    

Professional fees

     202,212          238,652    

Redemptions payable to General Partner

     175,000          300,000    

Redemptions payable to Limited Partners

     2,038,440          3,353,249    
  

 

 

    

 

 

 

Total liabilities

     3,135,068          4,169,428    
  

 

 

    

 

 

 

Partners’ Capital:

     

General Partner, Class Z, 802.3520 and 983.4910 Redeemable Units outstanding at March 31, 2021 and December 31, 2020, respectively

     775,165          906,740    

Limited Partners, Class A, 85,604.4518 and 93,586.8678 Redeemable Units outstanding at March 31, 2021 and December 31, 2020, respectively

     64,482,005          67,400,489    

Limited Partners, Class D, 5,764.8820 and 5,824.8820 Redeemable Units outstanding at March 31, 2021 and December 31, 2020, respectively

     5,434,555          5,250,088    

Limited Partners, Class Z, 138.6360 Redeemable Units outstanding at March 31, 2021 and December 31, 2020

     133,938          127,817    
  

 

 

    

 

 

 

Total partners’ capital (net asset value)

     70,825,663          73,685,134    
  

 

 

    

 

 

 

Total liabilities and partners’ capital

     $         73,960,731          $ 77,854,562    
  

 

 

    

 

 

 

Net asset value per Redeemable Unit:

     

Class A

     $ 753.26          $ 720.19    
  

 

 

    

 

 

 

Class D

     $ 942.70          $ 901.32    
  

 

 

    

 

 

 

Class Z

     $ 966.11          $ 921.96    
  

 

 

    

 

 

 

(1) Defined in Note 1.

 

 

See accompanying notes to financial statements.

 

1


Ceres Tactical Systematic L.P.

Condensed Schedule of Investments

March 31, 2021

(Unaudited)

 

     Notional ($)/
Number of
Contracts
     Fair Value      % of Partners’
Capital
 

Futures Contracts Purchased

        

Currencies

     59          $ (38,046)         (0.05) 

Energy

     439          741,483                                  1.05    

Grains

     407          229,913          0.32    

Indices

     379          (614,483)         (0.87)   

Interest Rates U.S.

     548          (438,161)         (0.62)   

Interest Rates Non-U.S.

     1,895          (79,703)         (0.11)   

Livestock

     38          61,998          0.09    

Metals

     133          (143,990)         (0.21)   

Softs

     158          (311,283)         (0.44)   
     

 

 

    

 

 

 

Total futures contracts purchased

        (592,272)         (0.84)   
     

 

 

    

 

 

 

Futures Contracts Sold

        

Currencies

     183          81,707          0.12    

Energy

     439          1,088,527          1.54    

Grains

     80          (46,293)         (0.07)   

Indices

     297          1,173,425         1.66    

Interest Rates U.S.

     3          2,945          0.00  

Interest Rates Non-U.S.

     1,064          (41,176)         (0.06)   

Livestock

     3          (1,540)         (0.00) 

Metals

     55          198,455          0.28    

Softs

     36          33,710          0.05    
     

 

 

    

 

 

 

Total futures contracts sold

        2,489,760          3.52    
     

 

 

    

 

 

 

Net unrealized appreciation on open futures contracts

        $ 1,897,488          2.68  
     

 

 

    

 

 

 

Unrealized Appreciation on Open Forward Contracts

        

Currencies

   $             136,794,088          $             2,403,633          3.39  

Metals

     135          372,873          0.53    
     

 

 

    

 

 

 

Total unrealized appreciation on open forward contracts

        2,776,506          3.92    
     

 

 

    

 

 

 

Unrealized Depreciation on Open Forward Contracts

        

Currencies

   $ 126,472,262          (2,005,565)         (2.83)   

Metals

     120          (315,933)         (0.45)   
     

 

 

    

 

 

 

Total unrealized depreciation on open forward contracts

        (2,321,498)         (3.28)   
     

 

 

    

 

 

 

Net unrealized appreciation on open forward contracts

        $ 455,008          0.64  
     

 

 

    

 

 

 

* Due to rounding.

 

 

See accompanying notes to financial statements.

 

2


Ceres Tactical Systematic L.P.

Condensed Schedule of Investments

December 31, 2020

 

     Notional ($)/
Number of
Contracts
     Fair Value      % of Partners’
Capital
 

Futures Contracts Purchased

        

Currencies

     123          $ 31,953                                  0.04  

Energy

     298          942,748          1.28    

Grains

     357          963,921          1.31    

Indices

     665          285,626          0.39    

Interest Rates U.S.

     374          52,992          0.07    

Interest Rates Non-U.S.

     2,462          132,274          0.18    

Livestock

     1          (100)         (0.00) 

Metals

     170          427,621          0.58    

Softs

     244          349,722          0.47    
     

 

 

    

 

 

 

Total futures contracts purchased

        3,186,757          4.32    
     

 

 

    

 

 

 

Futures Contracts Sold

        

Currencies

     179          (195,645)         (0.27)   

Energy

     225          (222,699)         (0.30)   

Grains

     45          (16,375)         (0.02)   

Indices

     86          (56,841)         (0.08)   

Interest Rates Non-U.S.

     333          (276,043)         (0.36)   

Livestock

     4          (4,860)         (0.01)   

Metals

     13          (88,545)         (0.12)   

Softs

     7          (6,915)         (0.01)   
     

 

 

    

 

 

 

Total futures contracts sold

        (867,923)         (1.17)   
     

 

 

    

 

 

 

Net unrealized appreciation on open futures contracts

        $             2,318,834          3.15  
     

 

 

    

 

 

 

Unrealized Appreciation on Open Forward Contracts

        

Currencies

   $             71,155,471          $ 774,221          1.05  

Metals

     122          400,403          0.54    
     

 

 

    

 

 

 

Total unrealized appreciation on open forward contracts

        1,174,624          1.59    
     

 

 

    

 

 

 

Unrealized Depreciation on Open Forward Contracts

        

Currencies

   $             61,053,423          (727,131)         (0.98)   

Metals

     56          (138,798)         (0.19)   
     

 

 

    

 

 

 

Total unrealized depreciation on open forward contracts

        (865,929)         (1.17)   
     

 

 

    

 

 

 

Net unrealized appreciation on open forward contracts

        $ 308,695          0.42  
     

 

 

    

 

 

 

* Due to rounding.

 

 

See accompanying notes to financial statements.

 

3


Ceres Tactical Systematic L.P.

Statements of Income and Expenses

(Unaudited)

 

     Three Months Ended
March 31,  
 
     2021               2020  

Investment Income:

       

Interest income

     $                 6,329            $                 156,318    

Interest income allocated from the Funds

     -                115,972    
  

 

 

      

 

 

 

Total investment income

     6,329            272,290    
  

 

 

      

 

 

 

Expenses:

       

Expenses allocated from the Funds

     -                149,546    

Clearing fees related to direct investments

     105,319            89,561    

Ongoing selling agent fees

     136,031            490,744    

General Partner fees

     160,462            257,613    

Management fees

     150,308            231,151    

Incentive fees

     570,288            -        

Professional fees

     98,047            100,454    
  

 

 

      

 

 

 

Total expenses

     1,220,455            1,319,069    
  

 

 

      

 

 

 

Net investment loss

     (1,214,126)           (1,046,779)   
  

 

 

      

 

 

 

Trading Results:

       

Net gains (losses) on trading of commodity interests and investment in the Funds:

       

Net realized gains (losses) on closed contracts

     4,726,641            (4,775,870)   

Net realized gains (losses) on closed contracts allocated from the Funds

     -                (2,757,403)   

Net change in unrealized gains (losses) on open contracts

     (293,698)           2,054,596    

Net change in unrealized gains (losses) on open contracts allocated from the Funds

     -                2,570,716    
  

 

 

      

 

 

 

Total trading results

     4,432,943            (2,907,961)   
  

 

 

      

 

 

 

Net income (loss)

     $ 3,218,817            $ (3,954,740)   
  

 

 

      

 

 

 

Net income (loss) per Redeemable Unit*:

       

Class A

     $ 33.07            $ (28.85)   
  

 

 

      

 

 

 

Class D

     $ 41.38            $ (33.02)   
  

 

 

      

 

 

 

Class Z

     $ 44.15            $ (31.79)   
  

 

 

      

 

 

 

Weighted average Redeemable Units outstanding:

       

Class A

     91,004.7778            129,065.9315    
  

 

 

      

 

 

 

Class D

     5,824.8820            6,637.5080    
  

 

 

      

 

 

 

Class Z

     1,122.1270            1,530.8980    
  

 

 

      

 

 

 

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

 

 

See accompanying notes to financial statements.

 

4


Ceres Tactical Systematic L.P.

Statements of Changes in Partners’ Capital

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

 

     Class A      Class D      Class Z      Total  
     Amount      Redeemable
Units
     Amount      Redeemable
Units
     Amount      Redeemable
Units
     Amount      Redeemable
Units
 

Partners’ Capital, December 31, 2019

     $  98,542,340          131,060.4968          $  6,214,764          6,654.5080          $  1,451,495          1,530.8980          $  106,208,599          139,245.9028    

Redemptions - Limited Partners

     (4,199,600)         (5,677.8900)         (429,712)         (476.0780)         -              -              (4,629,312)         (6,153.9680)   

Net income (loss)

     (3,687,191)         -              (218,877)         -              (48,672)         -              (3,954,740)         -        
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Partners’ Capital, March 31, 2020

     $ 90,655,549          125,382.6068          $ 5,566,175          6,178.4300          $ 1,402,823         1,530.8980          $ 97,624,547          133,091.9348    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Class A    Class D      Class Z     

Total

 
     Amount     

Redeemable
Units

   Amount      Redeemable
Units
     Amount      Redeemable
Units
    

Amount

   Redeemable
Units
 

Partners’ Capital, December 31, 2020

     $  67,400,489            93,586.8678        $  5,250,088              5,824.8820          $ 1,034,557              1,122.1270          $ 73,685,134        100,533.8768    

Redemptions - General Partner

     -            -            -              -              (175,000)         (181.1390)       (175,000)       (181.1390)   

Redemptions - Limited Partners

     (5,846,726)       (7,982.4160)       (56,562)         (60.0000)         -              -            (5,903,288)       (8,042.4160)   

Net income (loss)

     2,928,242        -            241,029         -              49,546          -            3,218,817        -        
  

 

 

    

 

  

 

 

    

 

 

    

 

 

    

 

 

    

 

  

 

 

 

Partners’ Capital, March 31, 2021

     $ 64,482,005        85,604.4518        $ 5,434,555          5,764.8820          $ 909,103          940.9880          $ 70,825,663        92,310.3218    
  

 

 

    

 

  

 

 

    

 

 

    

 

 

    

 

 

    

 

  

 

 

 

 

 

 

See accompanying notes to financial statements.

 

5


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

1.

Organization:

Ceres Tactical Systematic L.P. (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on December 3, 2002 to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures, option, swap and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, 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 (as defined below) may also determine to invest up to all of the Partnership’s assets (directly or indirectly through its investment in the Funds) in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

Between March 27, 2003 (commencement of the public offering period) and April 30, 2003, 36,616 redeemable units of limited partnership interest in the Partnership (“Redeemable Units”) were sold at $1,000 per Redeemable Unit. The proceeds of the initial public offering were held in an escrow account until April 30, 2003, at which time they were turned over to the Partnership for trading. The Partnership was authorized to publicly offer 300,000 Redeemable Units during the initial public offering period. As of December 4, 2003, the Partnership was authorized to publicly offer an additional 700,000 Redeemable Units. As of October 7, 2004, the Partnership was authorized to publicly offer an additional 1,000,000 Redeemable Units. As of June 30, 2005, the Partnership was authorized to publicly offer Redeemable Units previously registered. The public offering of Redeemable Units terminated on November 30, 2008. The Partnership currently 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. During the periods covered by this report and prior to the Partnership’s redemption from the Funds (as defined below), the General Partner also acted as the trading manager (the “Trading Manager”) of ADG Master (as defined below), Aquantum Master (as defined below) and FORT Contrarian Master (as defined below). 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.

During the reporting periods ended March 31, 2021 and 2020, the Partnership’s/Funds’ commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant.

As of January 1, 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 January 1, 2018 were deemed Class A Redeemable Units. The rights, liabilities, risks, and fees associated with investment in Class A Redeemable Units were not changed. Class A Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions, and non-U.S. investors. Class D Redeemable Units and Class Z Redeemable Units were first issued on January 1, 2018. 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.” The Class of Redeemable Units that a limited partner receives upon a subscription will generally depend upon the amount invested in the Partnership or the status of the limited partner, although the General Partner may determine to offer any Class of Redeemable Units to investors at its discretion. 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 certain employees of Morgan Stanley and its subsidiaries (and their family members). In the future, Class Z Redeemable Units may also be offered to certain limited partners who receive advisory services from Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that they are subject to different monthly ongoing selling agent fees. Effective January 1, 2021, Class A Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the net assets of Class A Redeemable Units as of the end of each month. From July 1, 2020 through December 31, 2020, Class A Redeemable Units were 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 Redeemable Units 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 1/12 of 2.00% (a 2.00% annual rate) of the net assets of Class A Redeemable Units as of the end of each month. Class D Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the net assets of Class D Redeemable Units as of the end of each month. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.

 

6


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

As of March 31, 2021, all trading decisions are made for the Partnership by DCM Systematic Advisors SA (“DCM”), Episteme Capital Partners (UK) LLP, Episteme Capital Partners (US) LLC and Episteme Capital Partners (Cayman) LTD (collectively, “Episteme”), FORT, L.P. (“FORT”), ISAM Systematic Management (“ISAM SM”) and Millburn Ridgefield Corporation (“Millburn”) (each an “Advisor” and, collectively, the “Advisors”), each of which is a registered commodity trading advisor. Effective December 31, 2020, the General Partner terminated ADG Capital Management LLP (“ADG”) and Aquantum GmbH (“Aquantum”) as Advisors to the Partnership. Reference herein to “Advisors” may include, as relevant, ADG and Aquantum. The Advisors are not affiliated with one another, are not affiliated with the General Partner or MS&Co., and are not responsible for the operation of the Partnership.

ISAM SM directly trades the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to ISAM SM’s Systematic Trend Programme. FORT directly trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to FORT’s Global Trend Trading Program. The General Partner and FORT have agreed that FORT will trade the Partnership’s assets allocated to FORT at a level that is 1.25 times the amount of assets allocated. Effective January 1, 2020, Millburn directly trades the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to Millburn’s Multi-Markets Program. The General Partner and Millburn have agreed that Millburn will trade the Partnership’s assets allocated to Millburn at a level that is up to 1.5 times the amount of assets allocated. The amount of leverage may be increased or decreased in the future, but it may not exceed 2 times the amount of assets allocated. Effective November 1, 2020, Episteme directly trades the Partnership’s assets allocated to them through a managed account in the name of the Partnership pursuant to Episteme’s Systematic Quest Program. The General Partner and Episteme have agreed that Episteme will trade the Partnership’s assets allocated to Episteme at a level that is up to 2 times the amount of assets allocated. The amount of leverage may be increased or decreased in the future, but it may not exceed 2 times the amount of assets allocated. Effective January 1, 2021, DCM directly trades a portion of the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to DCM’s Diversified Alpha Program. The General Partner and DCM have agreed that DCM will trade the Partnership’s assets allocated to DCM at a level that is 1.5 times the amount of assets allocated.

The Partnership entered into futures brokerage account agreements and foreign exchange prime brokerage account agreements with MS&Co. Prior to the Partnership’s respective full redemptions effective December 31, 2020, CMF ADG Master Fund LLC (“ADG Master”), CMF Aquantum Master Fund LLC (“Aquantum Master”) and CMF FORT Contrarian Master Fund LLC (“FORT Contrarian Master”) had each entered into futures brokerage account agreements with MS&Co. Reference herein to the “Funds” may include, as relevant, ADG Master, Aquantum Master and FORT Contrarian Master. The Partnership pays (or paid with respect to the Funds) MS&Co. (or will reimburse MS&Co. if previously paid) its allocable share of all trading fees for the clearing and, where applicable, execution of transactions, as well as exchange, user, give-up, floor brokerage and National Futures Association (“NFA”) fees (collectively, the “clearing fees”), directly and indirectly through its investment in the Funds.

The Partnership has entered into a selling agreement with Morgan Stanley Wealth Management (the “Selling Agreement”). Under the Selling Agreement and effective January 1, 2021, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of adjusted month-end net assets for Class A Redeemable Units. From July 1, 2020 through December 31, 2020, the Partnership paid Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 1.00% per year of adjusted month-end net assets for Class A Redeemable Units. Prior to July 1, 2020, the Partnership paid Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 2.00% per year of adjusted month-end net assets for Class A Redeemable Units. The Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of the adjusted month-end net assets for Class D 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. Class Z Redeemable Units are not subject to an ongoing selling agent fee.

 

7


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

The Partnership has entered into an alternative investment placement agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. (“MSDI”) and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a non-exclusive selling agent and sub-selling agent, respectively, of the Partnership for the purpose of finding eligible investors for Redeemable Units through offerings that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Redeemable Units of the Partnership who had acquired such Redeemable Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2021 unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days’ prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional one-year periods. Pursuant to the Harbor Selling Agreement and effective January 1, 2021, the Partnership pays Harbor an ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the adjusted month-end net asset value per Redeemable Unit for certain holders of Class A Redeemable Units in the Partnership. From July 1, 2020 through December 31, 2020, the Partnership paid Harbor an ongoing selling agent fee equal to 1/12 of 1.0% (a 1.0% annual rate) of the adjusted month-end net asset value per Redeemable Unit for certain holders of Class A Redeemable Units in the Partnership. Prior to July 1, 2020, the Partnership paid Harbor an ongoing selling agent fee equal to 1/12 of 2.0% (a 2.0% annual rate) of the adjusted month-end net asset value per Redeemable Unit for certain holders of Class A Redeemable Units in the Partnership. The Partnership pays Harbor an ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the adjusted month-end net asset value per Redeemable Unit for certain holders of Class D Redeemable Units in the Partnership.

Effective July 1, 2020, the General Partner fees paid by the Partnership to the General Partner was reduced for all limited partners from a monthly rate of 1/12 of 1.00% of the adjusted month-end net assets per class to a monthly rate of 1/12 of 0.875% of the adjusted month-end net assets per class.

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 the 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 March 31, 2021 and the results of its operations and changes in partners’ capital for the three months ended March 31, 2021 and 2020. These financial statements present the results for interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2020. The December 31, 2020 information has been derived from the audited financial statements as of and for the year ended December 31, 2020.

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 contribution and profits, if any, net of distributions, redemptions and losses, if any.

 

8


Ceres Tactical Systematic 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 March 31, 2021 and 2020, 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. Prior the Partnership’s full redemptions, the Partnership carried its investment in the Funds at fair value 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 (losses) and net change in unrealized gains (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 (or in the case of the Funds, were) held for trading purposes. The commodity interests are recorded on the trade date, and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the first-in, first-out method. Unrealized gains or losses on open contracts are (or in the case of the Funds, were) 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 (or in the case of the Funds, were) included in the Partnership’s/Funds’ Statements of Income and Expenses.

The Partnership does not, and the Funds did not, isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are (or in the case of the Funds, were) 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 March 31, 2021 and December 31, 2020, the amount of cash held for margin requirements was $16,710,416 and $13,791,629, 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 $724,192 (cost of $740,057) and $975,389 (cost of $972,589) as of March 31, 2021 and December 31, 2020, 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 Partnership’s Statements of Income and Expenses in the years 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 2017 through 2020 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 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, 2020.

 

9


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

3.

Financial Highlights:

Financial highlights for the limited partner Classes as a whole for the three months ended March 31, 2021 and 2020 were as follows:

 

     Three Months Ended
March 31, 2021
    Three Months Ended
March 31, 2020
 
         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)

     $ 45.26         $ 56.65         $ 58.01         $ (21.14)        $ (26.32)        $ (26.74)   

Net investment loss

     (12.19)        (15.27)        (13.86)        (7.71)        (6.70)        (5.05)   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Increase (decrease) for the period

     33.07         41.38         44.15         (28.85)        (33.02)        (31.79)   

Net asset value per Redeemable Unit, beginning of period

     720.19         901.32         921.96         751.88         933.92         948.13    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value per Redeemable Unit, end of period

     $     753.26         $     942.70       $     966.11       $     723.03       $     900.90       $     916.34    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Three Months Ended
March 31, 2021
    Three Months Ended
March 31, 2020
 
         Class A             Class D             Class Z             Class A             Class D             Class Z      

Ratios to Average

            

Limited Partners’ Capital:**

            

Net investment loss***

                 (4.5)      (4.4)              (3.6)              (4.2)              (3.0)              (2.2) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses

     3.7       3.7       2.9       5.3       4.0       3.2  

Incentive fees

     0.8       0.8       0.8       -           -           -      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     4.5       4.5       3.7       5.3       4.0       3.2  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return:

            

Total return before incentive fees

     5.4       5.4       5.6       (3.8)      (3.5)      (3.4) 

Incentive fees

     (0.8)      (0.8)      (0.8)      -           -           -      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return after incentive fees

         4.6       4.6       4.8       (3.8)      (3.5)      (3.4) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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.

 

**

Annualized (except for incentive fees).

 

***

Interest income less total expenses.

The above ratios and total return may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner class using the limited partners’ share of income, expenses and average partners’ capital 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 instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses. The Partnership had also invested certain of its assets through a “master/feeder” structure. The Partnership’s pro-rata share of the results of the Funds’ trading activities are shown in the Partnership’s Statements of Income and Expenses.

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

 

10


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

All of the commodity interests owned directly by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds were held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended March 31, 2021 and 2020 were 6,864 and 4,452, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended March 31, 2021 and 2020 were 323 and 345, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the three months ended March 31, 2021 and 2020 were $268,357,647 and $278,309,472, respectively.

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

All clearing fees paid to MS&Co. for the Partnership’s direct trading are borne directly by the Partnership. In addition, clearing fees were borne by the Funds and allocated to the Funds’ limited partners/non-managing 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 March 31, 2021 and December 31, 2020, respectively.

 

March 31, 2021        

   Gross
Amounts
    Recognized    
        Gross Amounts    
Offset in the
Statements of
Financial
Condition
    Net 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

     $ 4,662,116         $ (2,764,628)        $ 1,897,488         $ -             $ -             $ 1,897,488    

Forwards

     2,776,506         (2,321,498)        455,008         -             -             455,008    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

     $ 7,438,622         $ (5,086,126)        $ 2,352,496         $ -             $ -             $ 2,352,496    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

            

Futures

     $ (2,764,628)        $ 2,764,628         $ -             $ -             $ -             $ -        

Forwards

     (2,321,498)        2,321,498         -             -             -             -        
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     $ (5,086,126)        $ 5,086,126         $ -             $ -             $ -             $ -        
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

               $ 2,352,496  
            

 

 

 

 

December 31, 2020        

   Gross
Amounts
    Recognized    
        Gross Amounts    
Offset in the
Statements of
Financial
Condition
    Net 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

     $ 3,551,366         $ (1,232,532)        $ 2,318,834         $ -             $ -             $ 2,318,834    

Forwards

     1,174,624         (865,929)        308,695         -             -             308,695    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

     $ 4,725,990         $ (2,098,461)        $ 2,627,529         $ -             $ -             $ 2,627,529    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

            

Futures

     $ (1,232,532)        $ 1,232,532         $ -             $ -             $ -             $ -        

Forwards

     (865,929)        865,929         -             -             -             -        
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

     $ (2,098,461)        $ 2,098,461         $ -             $ -             $ -             $ -        
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

               $ 2,627,529  
            

 

 

 

 

*

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.

 

11


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

The following tables indicate the gross fair values of derivative instruments of futures and forward contracts held directly by the Partnership as separate assets and liabilities as of March 31, 2021 and December 31, 2020, respectively.

 

         March 31,    
2021
 

Assets

  

Futures Contracts

  

Currencies

     $             104,374    

Energy

     2,175,090    

Grains

     439,827    

Indices

     1,358,206    

Interest Rates U.S.

     2,945    

Interest Rates Non-U.S.

     224,567    

Livestock

     62,783    

Metals

     257,992    

Softs

     36,332    
  

 

 

 

Total unrealized appreciation on open futures contracts

     4,662,116    
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

     (60,713)   

Energy

     (345,080)   

Grains

     (256,207)   

Indices

     (799,264)   

Interest Rates U.S.

     (438,161)   

Interest Rates Non-U.S.

     (345,446)   

Livestock

     (2,325)   

Metals

     (203,527)   

Softs

     (313,905)   
  

 

 

 

Total unrealized depreciation on open futures contracts

     (2,764,628)   
  

 

 

 

Net unrealized appreciation on open futures contracts

     $             1,897,488  
  

 

 

 

Assets

  

Forward Contracts

  

Currencies

     $ 2,403,633   

Metals

     372,873   
  

 

 

 

Total unrealized depreciation on open futures contracts

     2,776,506    
  

 

 

 

Liabilities

  

Forward Contracts

  

Currencies

     (2,005,565)   

Metals

     (315,933)   
  

 

 

 

Total unrealized depreciation on open forward contracts

     (2,321,498)   
  

 

 

 

Net unrealized appreciation on open forward contracts

     $ 455,008   ** 
  

 

 

 

 

*

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.

 

12


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

     December 31,
2020
 

Assets

  

Futures Contracts

  

Currencies

     $ 41,593     

Energy

     1,055,787     

Grains

     967,653     

Indices

     371,999     

Interest Rates U.S.

     59,289     

Interest Rates Non-U.S.

     234,407     

Metals

     446,812     

Softs

     373,826     
  

 

 

 

Total unrealized appreciation on open futures contracts

     3,551,366     
  

 

 

 

Liabilities

  

Futures Contracts

  

Currencies

     (205,285)    

Energy

     (335,738)    

Grains

     (20,107)    

Indices

     (143,214)    

Interest Rates U.S.

     (6,297)    

Interest Rates Non-U.S.

     (378,176)    

Livestock

     (4,960)    

Metals

     (107,736)    

Softs

     (31,019)    
  

 

 

 

Total unrealized depreciation on open futures contracts

     (1,232,532)    
  

 

 

 

Net unrealized appreciation on open futures contracts

     $             2,318,834   
  

 

 

 

Assets

  

Forward Contracts

  

Currencies

   $ 774,221     

Metals

     400,403     
  

 

 

 

Total unrealized appreciation on open forward contracts

     1,174,624     
  

 

 

 

Liabilities

  

Forward Contracts

  

Currencies

     (727,131)    

Metals

     (138,798)    
  

 

 

 

Total unrealized depreciation on open forward contracts

     (865,929)    
  

 

 

 

Net unrealized appreciation on open forward contracts

   $ 308,695    ** 
  

 

 

 

 

*

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.

 

13


Ceres Tactical Systematic 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 months ended March 31, 2021 and 2020, respectively.

 

     Three Months Ended
March 31,
 

Sector                                 

   2021               2020  

Currencies

     $ 237,955             $ 271,559     

Energy

     4,805,562             3,636,426     

Grains

     885,086             253,231     

Indices

     3,253,130             (9,740,740)    

Interest Rates U.S.

     (2,958,126)            1,021,695     

Interest Rates Non-U.S.

     (1,558,125)            1,179,286     

Livestock

     105,430             460,513     

Metals

     (311,410)            757,761     

Softs

     (26,559)            (561,005)    
  

 

 

      

 

 

 

Total

     $             4,432,943    ***         $             (2,721,274)   *** 
  

 

 

      

 

 

 

***  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 considers, and the Funds considered, 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 March 31, 2021 and December 31, 2020 and for the periods ended March 31, 2021 and 2020, 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).

 

14


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

 

                           

March 31, 2021

   Total      Level 1      Level 2      Level 3  

Assets

           

Futures

     $                 4,662,116          $                 4,662,116          $ -              $                         -        

Forwards

     2,776,506          -              2,776,506          -        
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

     $ 7,438,622          $ 4,662,116          $                 2,776,506          $ -        
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Futures

     $ 2,764,628          $ 2,764,628          $ -              $ -        

Forwards

     2,321,498          -              2,321,498          -        
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Liabilities

     $ 5,086,126          $ 2,764,628          $ 2,321,498          $ -        
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2020

   Total      Level 1      Level 2      Level 3  

Assets

           

Futures

     $ 3,551,366          $ 3,551,366          $ -              $ -        

Forwards

     1,174,624          -              1,174,624          -        
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

     $ 4,725,990          $ 3,551,366          $ 1,174,624          $ -        
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Futures

     $ 1,232,532          $ 1,232,532          $ -              $ -        

Forwards

     865,929          -              865,929          -        
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Liabilities

     $ 2,098,461          $ 1,232,532          $ 865,929          $ -        
  

 

 

    

 

 

    

 

 

    

 

 

 

 

6.

Investment in the Funds:

On January 12, 2018, a portion of the assets allocated to FORT for trading were invested in FORT Contrarian Master, a limited liability company organized under the limited liability company laws of the State of Delaware. FORT Contrarian Master permitted accounts managed by FORT using its Global Contrarian Trading Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The Partnership fully redeemed its investment in FORT Contrarian Master on December 31, 2020.

On February 1, 2019, the assets allocated to ADG for trading were invested in ADG Master, a limited liability company organized under the limited liability company laws of the State of Delaware. ADG Master permitted accounts managed by ADG using its Systematic Macro Strategy, a proprietary, systematic trading system, to invest together in one trading vehicle. The Partnership fully redeemed its investment in ADG Master on December 31, 2020.

On June 1, 2019, the assets allocated to Aquantum for trading were invested in Aquantum Master, a limited liability company organized under the limited liability company laws of the State of Delaware. Aquantum Master permitted accounts managed by Aquantum using its Aquantum Commodity Spread (ACS) Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The Partnership fully redeemed its investment in Aquantum Master on December 31, 2020.

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 March 31, 2021.

The Partnership’s trading of futures, forward and option contracts, as applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. The Funds’ trading of futures, forward and option contracts, as applicable, on commodities was also done primarily on U.S. and foreign commodity exchanges. The Partnership engages, and the Funds engaged, in such trading through commodity brokerage accounts maintained with MS&Co.

Generally, a limited partner/member in the Funds withdrew 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 had been made to the General Partner/Trading Manager at least three days in advance of the Redemption Date. Such withdrawals were classified as a liability when the limited partner/member elected to redeem and informed the Funds. However, a limited partner/member had the right to request a withdrawal as of the end of any day if such request was received by the General Partner/Trading Manager at least three days in advance of the proposed withdrawal day.

 

15


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

Management fees, General Partner fees, ongoing selling agent fees and incentive fees are charged at the Partnership level. Clearing fees were borne by the Funds and allocated to the Funds’ limited partners/non-managing members, including the Partnership. Clearing fees are also borne by the Partnership directly. Professional fees were borne by the Funds and allocated to the Partnership, and are also charged directly at the Partnership level.

There were no investments in the Funds as of the close of business on December 31, 2020.

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

 

    For the three months ended March 31, 2020  
          Net Investment      
Income (Loss)
          Total Trading      
Results
        Net Income (Loss)      

ADG Master

    $ 43,488         $ (2,207,105)        $ (2,163,617)   

Aquantum Master

    (136,229)        2,944,697         2,808,468    

FORT Contrarian Master

    168,677         (5,653,909)        (5,485,232)   

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

 

     December 31, 2020      For the three months ended March 31, 2020                
     % of                    Expenses      Net                
    

Partners’

 

    

Fair

 

    

Income

 

    

 

Clearing

 

    

Professional

 

    

Income

 

    

Investment

 

    

Redemptions

 

 
Funds    Capital      Value      (Loss)      Fees      Fees      (Loss)      Objective      Permitted  

ADG Master

             0.00%        $           -            $   (1,337,317)         $ 13,667         $         10,358         $   (1,361,342)           Commodity Portfolio          Monthly  

Aquantum Master

     0.00%        -            1,570,524          106,884         8,788         1,454,852          Commodity Portfolio        Monthly  

FORT Contrarian Master

     0.00%        -            (303,922)         8,888         961         (313,771)         Commodity Portfolio        Monthly  
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

Total

        $ -            $ (70,715)         $         129,439         $ 20,107         $ (220,261)         
     

 

 

    

 

 

    

 

 

    

 

 

    

 

 

       

 

7.

Financial Instrument Risks:

In the normal course of business, the Partnership is, and the Funds were, 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, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or over-the-counter (“OTC”). Exchange-traded instruments include futures and certain standardized forward, option and swap contracts. 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. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Each of these instruments is subject to various risks similar to those relating to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. The General Partner estimates that at any given time approximately 10.0% to 28.7% of the Partnership’s contracts are traded OTC.

 

16


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

Futures Contracts. The Partnership trades, and the Funds traded, 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 if 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 (prior to the Partnership’s redemptions from the Funds) the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are (or were with respect to the Funds) recorded as unrealized gains or losses by the Partnership and the Funds. When the contract is closed, the Partnership records, and the Funds recorded, 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 (or were with respect to the Funds) included in the Partnership’s/Funds’ Statements of Income and Expenses.

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

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 and other metals. LME contracts traded by the Partnership and the Funds are (or were with respect to the Funds) cash-settled based on prompt dates published by the LME. Variation margin may be made or received by the Partnership (and may have been made or received by the Funds) each business day, depending on the daily fluctuations in the value of the underlying contracts, and are (or were with respect to the Funds) 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 records, and the Funds recorded, 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 (or were with respect to the Funds) 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 is, and the Funds were, 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 counterparty default is (or was with respect to the Funds) typically limited to the amounts recognized in the Statements of Financial Condition and is (was) not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is (or was with respect to the Funds) reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership, and permitted the Funds, to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership has, and the Funds had, credit risk and concentration risk, as MS&Co. or an MS&Co. affiliate are (or were with respect to the Funds) counterparties or brokers with respect to the Partnership’s/Funds’ assets. Credit risk with respect to exchange-traded instruments is (or was with respect to the Funds) reduced to the extent that, through MS&Co. or an MS&Co. affiliate, the Partnership’s/Funds’ counterparty is or was an exchange or clearing organization.

 

17


Ceres Tactical Systematic L.P.

Notes to Financial Statements

(Unaudited)

 

The General Partner/Trading Manager monitors and attempts (or with respect to the Funds, monitored and attempted) to mitigate the Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes (or with respect to the Funds, believed) that it has or had effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may or may have been 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, exchange-cleared swaps, 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 or have been 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 (or with respect to the Funds, entered) into contracts and agreements that contain various representations and warranties and which provide or provided 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 consider the risk of any future obligation relating to these indemnifications to be remote.

Since its discovery in December 2019, a new strain of coronavirus, which causes the viral disease known as COVID-19, has spread from China to many other countries, including the United States. The outbreak has been declared a pandemic by the World Health Organization, and the U.S. Health and Human Services Secretary has declared a public health emergency in the United States in response to the outbreak.

The outbreak of the novel coronavirus in many countries is having and will likely continue to have an adverse impact on global commercial activity, which has contributed to significant volatility in financial markets. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have been identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel. These actions are creating disruption in supply chains, and adversely impacting a number of industries, including but not limited to transportation, hospitality, and entertainment.

The impact of COVID-19 on the U.S. and world economies, and the extent of and effectiveness of any responses taken on a national and local level, is uncertain and could result in a world-wide economic downturn and disrupt financial markets that impact trading programs in unanticipated and unintended ways.

The rapid development of this situation precludes any prediction as to the ultimate adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents (or presented with respect to the Funds) material uncertainty and risk with respect to the Partnership’s/Funds’ investments and operations.

 

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 there were no subsequent events requiring adjustment to or disclosure in the financial statements.

 

18


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) redemptions receivable from the Funds, (ii) 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 investment in U.S. Treasury bills at fair value, if applicable, and (iii) 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 also previously through its investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the first quarter of 2021.

The Partnership’s/Funds’ investment in futures, forwards and options may or could have been, 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 and/or prevented the Funds from promptly liquidating their futures or option contracts and result in restrictions on redemptions.

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

Other than the risks inherent in commodity futures, forwards, options, swaps and other derivatives trading and U.S. Treasury bills and money market mutual fund securities, the Partnership knows of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’s or the 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 or losses on trading and by expenses, interest income, subscriptions, redemptions of Redeemable Units and distributions of profits, if any.

For the three months ended March 31, 2021, the Partnership’s capital decreased 3.9% from $73,685,134 to $70,825,663. This decrease was attributable to redemptions of 7,982.4160 Class A limited partner Redeemable Units totaling $5,846,726, redemptions of 60.0000 Class D limited partner Redeemable Units totaling $56,562 and redemptions of 181.1390 Class Z General Partner Redeemable Units totaling $175,000, which was partially offset by a net income of $3,218,817. Future redemptions can impact the amount of funds available for investment 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 period. The General Partner believes that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Financial Statements.

 

19


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

Results of Operations

During the Partnership’s first quarter of 2021, the Partnership’s net asset value per Class A Redeemable Unit increased 4.6% from $720.19 to $753.26 as compared to a decrease of 3.8% in the same period of 2020. During the Partnership’s first quarter of 2021, the Partnership’s net asset value per Class D Redeemable Unit increased 4.6% from $901.32 to $942.70 as compared to a decrease of 3.5% in the same period of 2020. During the Partnership’s first quarter of 2021, the Partnership’s net asset value per Class Z Redeemable Unit increased 4.8% from $921.96 to $966.11 as compared to a decrease of 3.4% in the same period of 2020. The Partnership experienced a net trading gain before fees and expenses in the first quarter of 2021 of $4,432,943. Gains were primarily attributable to the Partnership’s trading in currencies, energy, grains, indices and livestock and were partially offset by losses in U.S. interest rates, non-U.S. interest rates, metals and softs. The Partnership experienced a net trading loss before fees and expenses in the first quarter of 2020 of $2,907,961. Losses were primarily attributable to the Partnership’s/Funds’ trading in indices, non-U.S. interest rates and softs and were partially offset by gains in currencies, energy, grains, U.S. interest rates, livestock and metals.

During the first quarter, the most significant gains were achieved within the energy markets during February and March from long positions in Brent crude oil futures as prices rallied amid an outlook for growing global energy demand. Within the global stock index sector, gains were recorded during February and March from long positions in U.S., Asian and European equity index futures as continued investor appetites for risk assets boosted global stock prices. Further gains were achieved within the agricultural complex during January and February from long positions in grains futures as adverse weather in key growing regions in South America threatened crops, pushing prices higher. Additional gains in the commodity sector were recorded during February from long positions in cotton and coffee futures as prices advanced on strong consumer demand. Within the currencies, gains were experienced primarily during March from short positions in the euro as the value of the European currency declined amid growing COVID-19 cases in the region. A portion of the Partnership’s gains for the first quarter was offset by losses incurred within the global interest rate sector during February and March from long positions in U.S. and Canadian fixed income futures as a growing expectation of inflationary pressures pushed bond yields higher. Losses were also recorded during January and March in the metals markets primarily due to long positions in gold futures as a strengthening U.S. dollar diminished demand for precious metals.

Commodity futures 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 depends, and the profitability of the Funds depended, 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 things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, changes in interest rates, pandemics, epidemics and other public health crises. To the extent that market trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations.

The Partnership receives monthly interest on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of a Fund’s) brokerage account at MS&Co. during each month 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 did not receive interest on amounts in the futures brokerage accounts that were committed to margin. Any interest earned on the Partnership’s and/or each Fund’s cash account in excess of the amounts described above, if any, was retained by MS&Co. and/or shared with the General Partner. All interest earned on U.S. Treasury bills and money market mutual fund securities was retained by the Partnership and/or the Funds, as applicable. Interest income for the three months ended March 31, 2021 decreased by $265,961 as compared to the corresponding period in 2020. The decrease in interest income was primarily due to lower average daily equity as well as lower 4-week U.S. Treasury bill discount rates during the three months ended March 31, 2021 as compared to the corresponding period in 2020. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership and the Funds depended on (1) the average daily equity maintained in cash in the Partnership’s and/or applicable Fund’s 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. had 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 months ended March 31, 2021 increased by $15,758 as compared to the corresponding period in 2020. The increase in these clearing fees was primarily due to an increase in the number of direct trades made by the Partnership during the three months ended March 31, 2021 as compared to the corresponding period in 2020.

 

20


Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value of Class A and Class D Redeemable Units on the last day of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three months ended March 31, 2021 decreased by $354,713 as compared to the corresponding period in 2020. The decrease was primarily due to a decrease in average net assets attributable to Class A and Class D Redeemable Units during the three months ended March 31, 2021 as compared to the corresponding period in 2020, as well as a reduction in the ongoing selling agent fee rate for Class A Redeemable Units from 1/12 of 2.00% to 1/12 of 1.00% effective July 1, 2020 and from 1/12 of 1.00% to 1/12 of 0.75% effective January 1, 2021.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership. General Partner fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. General Partner fees for the three months ended March 31, 2021 decreased by $97,151 as compared to the corresponding period in 2020. The decrease was primarily due to a decrease in average net assets for the Partnership during the three months ended March 31, 2021 as compared to the corresponding period in 2020, as well as a reduction in the General Partner fee rate from 1/12 of 1.00% to 1/12 of 0.875% effective July 1, 2020.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees for the three months ended March 31, 2021 decreased by $80,843 as compared to the corresponding period in 2020. The decrease was primarily due to a decrease in average net assets for the Partnership during the three months ended March 31, 2021 as compared to the corresponding period in 2020.

Incentive fees are based on the new trading profits generated by each Advisor at the end of the quarter, half-year or year, as applicable, as defined in the respective management agreements between the Partnership, the General Partner and each Advisor. Trading performance for the three months ended March 31, 2021 and 2020 resulted in incentive fees of $570,288 and $0, 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 by the Advisor and earns additional new trading profits for the Partnership.

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

As of March 31, 2021 and December 31, 2020, the Partnership’s assets were allocated among the Advisors in the following approximate percentages:

 

 Advisor

   March 31, 2021     March 31, 2021
(percentage of
    Partners’ Capital)    
         December 31, 2020         December 31, 2020
(percentage of
    Partners’ Capital)    
 

  DCM

     $             15,767,700         22%        $ -           0%  

  Episteme

     $ 20,235,982         29%        $             18,344,062         25%  

  FORT

     $ 12,366,466       17%        $ 18,484,707       25%  

  ISAM SM

     $ 12,557,194         18%        $ 15,166,982         20%  

  Millburn

     $ 9,898,321         14%        $ 8,693,650         12%  

  Unallocated

     $ -           0%        $ 12,995,733         18%  

 

*

Entire amount is allocated to FORT for direct trading.

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.

 

21


Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Partnership is a speculative commodity pool. The market sensitive instruments held by the Partnership are acquired for speculative trading purposes, and all or substantially all of the Partnership’s 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 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 open positions and, consequently, in its earnings and cash balances. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which they trade.

The Partnership rapidly acquires and liquidates 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 past performance is not necessarily indicative of their future results.

Quantifying the Partnership’s Trading Value at Risk

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

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

The Partnership’s 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 could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership 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 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 losses in any market sector will be limited to Values at Risk or by the Partnership’s attempt to manage its market risk.

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

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. DCM, Episteme, ISAM SM, Millburn and FORT each directly trade managed accounts in the name of the Partnership. The trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly as of March 31, 2021 and December 31, 2020. The Partnership held no investment in Funds as of December 31, 2020. 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, 2020.

 

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The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments by market category as of March 31, 2021 and December 31, 2020, and the highest, lowest and average values during the three months ended March 31, 2021 and the twelve months ended December 31, 2020. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of March 31, 2021, the Partnership’s total capitalization was $70,825,663.

 

     March 31, 2021                                                       
                  Three Months Ended March 31, 2021  

  Market Sector

   Value at Risk      % of Total
    Capitalization    
    High
    Value at Risk    
     Low
    Value at Risk    
     Average
    Value at Risk*    
 

  Currencies

     $         4,862,905          6.87       $         5,179,440          $         3,041,950          $         4,251,709    

  Energy

     3,049,697          4.31         3,477,833          1,731,294          2,938,978    

  Grains

     738,263          1.04         850,121          378,075          564,764    

  Indices

     2,597,513          3.67         6,329,410          2,180,668          4,108,709    

  Interest Rates U.S.

     867,818          1.23         1,507,882          362,708          924,452    

  Interest Rates Non-U.S.

     2,520,299          3.56         3,504,496          1,498,801          2,755,401    

  Livestock

     81,180          0.11         81,180          8,250          45,008    

  Metals

     1,518,229          2.14         1,940,875          641,078          1,470,566    

  Softs

     415,335          0.59         563,179          415,335          502,418    
  

 

 

    

 

 

         

  Total

     $         16,651,239          23.52          
  

 

 

    

 

 

         

 

*

Average of daily Values at Risk.

As of December 31, 2020, the Partnership’s total capitalization was $73,685,134.

 

    

December 31, 2020                                                     

 
                  Twelve Months Ended December 31, 2020  

  Market Sector

   Value at Risk      % of Total
    Capitalization    
    High
    Value at Risk    
     Low
    Value at Risk    
     Average
    Value at Risk*    
 

  Currencies

     $         3,041,939          4.13       $         9,404,341          $         853,157          $         3,095,632    

  Energy

     1,835,859          2.49         2,011,876          285,278          835,218    

  Grains

     495,617          0.67         679,437          155,660          340,335    

  Indices

     2,735,563          3.71         3,255,908          387,162          1,574,058    

  Interest Rates U.S.

     655,356          0.89         995,963          47,630          451,257    

  Interest Rates Non-U.S.

     2,568,180          3.49         2,731,962          486,831          1,445,262    

  Livestock

     13,365          0.02         183,425          13,365          116,623    

  Metals

     1,674,575          2.27         1,674,575          479,059          921,183    

  Softs

     509,656          0.69         584,300          136,136          322,885    
  

 

 

    

 

 

         

  Total

     $         13,530,110          18.36          
  

 

 

    

 

 

         

 

*

Annual average of daily Values at Risk.

 

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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 March 31, 2021 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 March 31, 2021 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

24


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 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

 

25


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 the Firm’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

 

26


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 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

 

27


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 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 related to a $275 million credit default swap (“CDS”) referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserted 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. On March 22, 2021, the parties entered into a settlement agreement. On April 16, 2021, the court entered a stipulation of voluntary discontinuance, with prejudice.

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 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

 

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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.

 

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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, 2020.

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

For the three months ended March 31, 2021, there were no additional subscriptions. 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. Redeemable Units are purchased by accredited investors, as defined 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 for the trading of commodity interests including futures and forward contracts.

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

 

Period

 

Class A    

(a) Total    

Number of    

Redeemable    

Units    

Purchased*    

   

Class A    

(b) Average    

Price Paid    

per    

Redeemable    

Unit**    

   

Class D    

(a) Total    

Number of    

Redeemable    

Units    

Purchased*    

   

Class D    

(b) Average    

Price Paid    

per    

Redeemable    

Unit**    

   

(c) Total    

Number of    

Redeemable    

Units    

Purchased    

as Part of    

Publicly    

Announced    

Plans or    

Programs    

 

(d) Maximum    

Number (or    

Approximate    

Dollar Value)    

of Redeemable    

Units that    

May Yet Be    

Purchased    

Under the    

Plans or    

Programs    

             

January 1, 2021 - January 31, 2021

    2,394.9220     $ 700.27       N/A           N/A         N/A       N/A    
             

February 1, 2021 - February 28, 2021

    2,956.4260     $ 740.00       N/A           N/A         N/A       N/A    
             

March 1, 2021 - March 31, 2021

    2,631.0680     $ 753.26       60.0000     $ 942.70     N/A       N/A    
             
      7,982.4160     $ 732.45       60.0000     $ 942.70          

 

*

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, 2020 could impact the operations and financial performance of the Partnership’s investments subsequent to March 31, 2021. The extent of the impact to the financial performance of the Partnership’s 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’s investments is impacted because of these factors for an extended period, the Partnership’s performance may be adversely affected.

 

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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.

 

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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 SYSTEMATIC L.P.

By:

 

Ceres Managed Futures LLC

 

(General Partner)

By:

 

/s/ Patrick T. Egan

 

Patrick T. Egan

 

President and Director

Date:

 

May 12, 2021

By:

 

/s/ Steven Ross

 

Steven Ross

 

Chief Financial Officer and Director

 

(Principal Accounting Officer)

Date:

 

May 12, 2021

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

 

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