Ceres Tactical Commodity LP

11/12/2024 | Press release | Distributed by Public on 11/12/2024 10:59

Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number
000-52602
CERES TACTICAL COMMODITY L.P.
(Exact name of registrant as specified in its charter)
New York
20-2718952
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
c/o Ceres Managed Futures LLC
1585 Broadway, 29
th
Floor
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 pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
X
 No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule
12b-2
of the Exchange Act.
Large accelerated filer
 
    Accelerated filer
 
Non-accelerated
filer
X
Smaller reporting company
 
    Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. _
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).
Yes
 
 No
X
As of October 31, 2024, 48,190.5437 Limited Partnership Class A Redeemable Units were outstanding, 100.0580 Limited Partnership Class D Redeemable Units were outstanding and 505.2760 Limited Partnership Class Z Redeemable Units were outstanding.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
.
Ceres Tactical Commodity L.P.
Statements of Financial Condition
September 30,

2024

(Unaudited)
December 31,

2023
Assets:
Investment in the Funds
(1)
, at fair value
 $ 28,875,651   $ 28,018,100 
Redemptions receivable from the Funds
79,417  1,578,543 
Equity in trading account:
Unrestricted cash
100,579,971  110,838,491 
Restricted cash
7,714,713  9,951,077 
Foreign cash (cost $440,563 and $736,239 at September 30, 2024 and December 31, 2023, respectively)
481,129  748,848 
Net unrealized appreciation on open futures contracts
-   165,641 
Net unrealized appreciation on open forward contracts
-   4,848 
Options purchased, at fair value (premiums paid $4,084,123 and $2,627,087 at September 30, 2024 and December 31, 2023, respectively)
2,097,305  2,088,771 
Total equity in trading account
110,873,118  123,797,676 
Interest receivable
418,507  503,125 
Total assets
 $ 140,246,693   $ 153,897,444 
Liabilities and Partners' Capital:
Liabilities:
Net unrealized depreciation on open futures contracts
 $ 209,521   $ -  
Net unrealized depreciation on open forward contracts
147,816  -  
Options written, at fair value (premiums received $1,163,542 and $1,845,760 at September 30, 2024 and December 31, 2023, respectively)
2,056,624  1,596,340 
Accrued expenses:
 
Ongoing selling agent fees
84,479  93,449 
Management fees
131,965  149,063 
General Partner fees
85,933  95,011 
Incentive fees
372,049  513,460 
Professional fees
254,670  190,288 
Redemptions payable to General Partner
-   74,997 
Redemptions payable to Limited Partners
1,258,453  6,611,937 
Total liabilities
4,601,510  9,324,545 
Partners' Capital:
General Partner, Class Z, 670.6520 and 703.6920 Redeemable Units outstanding at September 30, 2024 and December 31, 2023, respectively
1,483,400  1,588,201 
Limited Partners, Class A, 49,900.6877 and 51,880.4717 Redeemable Units outstanding at September 30, 2024 and December 31, 2023, respectively
132,783,801  141,666,113 
Limited Partners, Class D, 100.0580 Redeemable Units outstanding at September 30, 2024 and December 31, 2023
211,128  216,656 
Limited Partners, Class Z, 527.5400 and 488.2370 Redeemable Units outstanding at September 30, 2024 and December 31, 2023, respectively
1,166,854  1,101,929 
Total partners' capital (net asset value)
135,645,183  144,572,899 
Total liabilities and partners' capital
 $    140,246,693   $    153,897,444 
Net asset value per Redeemable Unit:
Class A
 $ 2,660.96   $ 2,730.63 
Class D
 $ 2,110.06   $ 2,165.30 
Class Z
 $ 2,211.88   $ 2,256.96 
(1)
Defined in Note 1.
See accompanying notes to financial statements.
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Table of Contents
Ceres Tactical Commodity L.P.
Condensed Schedule of Investments
September 30, 2024
(Unaudited)
Number of

  Contracts  
   Fair Value   
  % of Partners  

Capital
Futures Contracts Purchased
Currencies
87  $ 113,870 0.08 %
Energy
1,189 (234,185 ) (0.17 )
Grains
532 527,332 0.39
Livestock
80 56,890 0.04
Metals
173 562,203 0.41
Softs
343 132,367 0.10
Total futures contracts purchased
1,158,477 0.85
Futures Contracts Sold
Currencies
40 10,280 0.01
Energy
1,275 82,299        0.06
Grains
1,646 (939,231 ) (0.69 )
Livestock
140 (27,768 ) (0.02 )
Metals
29 (18,981 ) (0.01 )
Softs
254 (474,597 ) (0.35 )
Total futures contracts sold
(1,367,998 ) (1.00 )
Net unrealized depreciation on open futures contracts
 $ (209,521 ) (0.15 ) %
Unrealized Appreciation on Open Forward Contracts
Metals
404  $    2,330,925 1.72 %
Total unrealized appreciation on open forward contracts
2,330,925 1.72
Unrealized Depreciation on Open Forward Contracts
Metals
352 (2,478,741 ) (1.83 )
Total unrealized depreciation on open forward contracts
(2,478,741 ) (1.83 )
Net unrealized depreciation on open forward contracts
 $ (147,816 ) (0.11 ) %
Options Purchased
Calls
Energy
70  $ 65,100 0.05 %
Livestock
7 19,670 0.02
Metals
21 29,759 0.03
Softs
17 39,032 0.03
Puts
Grains
1,484 1,376,482 1.01
Livestock
562 494,400 0.36
Metals
44 28,625 0.02
Softs
114 44,237 0.03
Total options purchased (premiums paid $4,084,123)
 $ 2,097,305 1.55 %
Options Written
Calls
Energy
10  $ (20,200 ) (0.01 ) %
Grains
63 (157,237 ) (0.12 )
Livestock
6 (4,200 ) (0.00 ) *
Metals
18 (18,149 ) (0.01 )
Softs
41 (1,364,680 ) (1.01 )
Puts
Energy
11 (57,310 ) (0.04 )
Grains
511 (282,857 ) (0.21 )
Livestock
500 (117,520 ) (0.09 )
Metals
44 (28,625 ) (0.02 )
Softs
6 (5,846 ) (0.01 )
Total options written (premiums received $1,163,542)
 $ (2,056,624 ) (1.52 ) %
          
   Fair Value   
  % of Partners  
Capital
Investment in the Funds
CMF NL Master Fund LLC
 $    7,800,511        5.75 %
CMF Drakewood Master Fund LLC
21,075,140 15.54
Total investment in the Funds
 $ 28,875,651 21.29 %
*
Due to rounding.
See accompanying notes to financial statements.
2
Table of Contents
Ceres Tactical Commodity L.P.
Condensed Schedule of Investments
December 31, 2023
 Number of 

Contracts
  Fair Value  
  % of Partners  

Capital
Futures Contracts Purchased
Currencies
54    $ 65,865 0.04 %
Energy
BRENT CRUDE FUTR MAR24
671 (1,457,610 ) (1.01 )
Other
706 (1,409,039 ) (0.97 )
Grains
1,085 (417,295 ) (0.29 )
Livestock
85 (52,130 ) (0.04 )
Metals
156 109,953 0.08
Softs
271 (14,153 ) (0.01 )
Total futures contracts purchased
(3,174,409 ) (2.20 )
Futures Contracts Sold
Currencies
51 (87,314 ) (0.05 )
Energy
       1,437 1,927,828        1.33
Grains
2,165 1,590,744 1.10
Livestock
104 62,985 0.04
Metals
99 (13,604 ) (0.01 )
Softs
455 (140,589 ) (0.10 )
Total futures contracts sold
3,340,050 2.31
Net unrealized appreciation on open futures contracts
 $ 165,641 0.11 %
Unrealized Appreciation on Open Forward Contracts
Metals
462  $     1,662,827 1.15 %
Total unrealized appreciation on open forward contracts
1,662,827 1.15
Unrealized Depreciation on Open Forward Contracts
Metals
444 (1,657,979 ) (1.15 )
Total unrealized depreciation on open forward contracts
(1,657,979 ) (1.15 )
Net unrealized appreciation on open forward contracts
 $ 4,848 0.00 %
Options Purchased
Calls
Energy
17  $ 51,510 0.04 %
Grains
16 900 0.00 * 
Livestock
545 164,590 0.11
Metals
18 4,352 0.00 * 
Puts
Grains
763 1,816,894 1.25
Metals
37 26,645 0.02
Softs
16 23,880 0.02
Total options purchased (premiums paid $2,627,087)
 $ 2,088,771 1.44 %
Options Written
Calls
Grains
218  $ (137,612 ) (0.10 ) %
Livestock
109 (34,880 ) (0.02 )
Metals
18 (4,352 ) (0.00 ) * 
Softs
75 (566,133 ) (0.38 )
Puts
Energy
59 (356,360 ) (0.25 )
Grains
793 (431,038 ) (0.30 )
Livestock
20 (39,320 ) (0.03 )
Metals
37 (26,645 ) (0.02 )
Total options written (premiums received $1,845,760)
 $ (1,596,340 ) (1.10 ) %
        
  Fair Value  
  % of Partners  

Capital
Investment in the Funds
CMF NL Master Fund LLC
 $     11,558,658  8.00   %
CMF Drakewood Master Fund LLC
16,459,442        11.38  
Total investment in the Funds
 $ 28,018,100  19.38   %
*
Due to rounding.
See accompanying notes to financial statements.
3
Table of Contents
Ceres Tactical Commodity L.P.
Statements of Income and Expenses
(Unaudited)
Three Months Ended

September 30,
Nine Months Ended

September 30,
2024
2023
2024
2023
Investment Income:
Interest income
 $ 1,360,618  $ 1,493,500  $ 4,231,564  $ 4,113,795
Interest income allocated from the Funds
292,762 325,240 905,530 846,990
Total investment income
1,653,380 1,818,740 5,137,094 4,960,785
Expenses:
Expenses allocated from the Funds
73,982 46,617 171,197 122,463
Clearing fees related to direct investments
293,865 186,321 737,390 572,304
Ongoing selling agent fees
259,571 282,903 799,775 847,628
Management fees
405,304 454,934 1,261,201 1,351,298
General Partner fees
264,079 287,306 813,813 866,097
Incentive fees
(88,508 ) 242,826 372,049 927,773
Professional fees
135,368 111,355 399,863 337,766
Total expenses
1,343,661 1,612,262 4,555,288 5,025,329
Net investment income (loss)
309,719 206,478 581,806 (64,544 )
Trading Results:
Net gains (losses) on trading of commodity interests and investments in the Funds:
Net realized gains (losses) on closed contracts
(2,973,682 ) 8,100,048 1,498,038 8,323,086
Net realized gains (losses) on closed contracts allocated from the Funds
(1,777,948 ) 183,397 (1,142,493 ) (1,736,576 )
Net change in unrealized gains (losses) on open contracts
(844,207 ) (914,862 ) (3,090,873 ) (1,364,694 )
Net change in unrealized gains (losses) on open contracts allocated from the Funds
1,239,803 (836,209 ) (1,348,910 ) (551,896 )
Total trading results
(4,356,034 ) 6,532,374 (4,084,238 ) 4,669,920
Net income (loss)
 $ (4,046,315 )  $ 6,738,852  $ (3,502,432 )  $ 4,605,376
Net income (loss) per Redeemable Unit: *
Class A
 $ (78.60 )  $ 121.62  $ (69.67 )  $ 84.10
Class D
 $ (62.33 )  $ 96.44  $ (55.24 )  $ 66.68
Class Z
 $ (61.03 )  $ 104.52  $ (45.08 )  $ 82.05
Weighted average Redeemable Units outstanding:
Class A
  50,618.5337   54,212.2920   51,140.4614   54,968.4651
Class D
100.0580 365.0580 100.0580 521.7247
Class Z
1,208.1133 1,184.4263 1,223.8016 1,621.4198
*
Represents the change in net asset value per Redeemable Unit during the period.
See accompanying notes to financial statements.
4
Table of Contents
Ceres Tactical Commodity L.P.
Statements of Changes in Partners' Capital
For the Three and Nine Months Ended September 30, 2024 and 2023
(Unaudited)
Class A
Class D
Class Z
Total
Amount
Redeemable
Units
Amount
Redeemable
Units
Amount
Redeemable
Units
Amount
Redeemable
Units
Partners' Capital, December 31, 2022
 $ 149,662,300 54,987.0707  $ 1,295,117 600.0580  $ 4,078,584 1,826.7320  $ 155,036,001   57,413.8607
Subscriptions - Limited Partners
4,842,119 1,797.0950 -   -   237,500 106.8330 5,079,619 1,903.9280
Redemptions - Limited Partners
(8,459,449 ) (3,129.4100 ) (1,089,837 ) (500.0000 ) (1,589,919 ) (719.2070 ) (11,139,205 ) (4,348.6170 )
Net income (loss)
4,503,231 -   17,349 -   84,796 -   4,605,376 -  
Partners' Capital, September 30, 2023
 $ 150,548,201 53,654.7557  $ 222,629 100.0580  $ 2,810,961 1,214.3580  $ 153,581,791 54,969.1717
Partners' Capital, June 30, 2023
 $ 145,911,571 54,358.4647  $ 777,048 365.0580  $ 2,510,106   1,135.6650  $ 149,198,725 55,859.1877
Subscriptions - Limited Partners
425,000 157.8830 -   -   175,000 78.6930 600,000 236.5760
Redemptions - Limited Partners
(2,366,161 ) (861.5920 ) (589,625 ) (265.0000 ) -   -   (2,955,786 ) (1,126.5920 )
Net income (loss)
6,577,791 -   35,206 -   125,855 -   6,738,852 -  
Partners' Capital, September 30, 2023
 $   150,548,201   53,654.7557  $   222,629   100.0580  $   2,810,961 1,214.3580  $   153,581,791 54,969.1717
Class A
Class D
Class Z
Total
Amount
Redeemable
Units
Amount
Redeemable
Units
Amount
Redeemable
Units
Amount
Redeemable
Units
Partners' Capital, December 31, 2023
 $ 141,666,113 51,880.4717  $ 216,656 100.0580  $ 2,690,130   1,191.9290  $ 144,572,899   53,172.4587
Subscriptions - Limited Partners
3,367,500 1,223.8260 -   -   125,000 54.1850 3,492,500 1,278.0110
Redemptions - General Partner
-   -   -   -   (75,097 ) (33.0400 ) (75,097 ) (33.0400 )
Redemptions - Limited Partners
(8,809,048 ) (3,203.6100 ) -   -   (33,639 ) (14.8820 ) (8,842,687 ) (3,218.4920 )
Net income (loss)
(3,440,764 ) -   (5,528 ) -   (56,140 ) -   (3,502,432 ) -  
Partners' Capital, September 30, 2024
 $ 132,783,801 49,900.6877  $ 211,128 100.0580  $ 2,650,254 1,198.1920  $ 135,645,183 51,198.9377
Partners' Capital, June 30, 2024
 $ 137,620,332 50,234.4437  $ 217,364 100.0580  $ 2,757,208 1,213.0740  $ 140,594,904 51,547.5757
Subscriptions - Limited Partners
2,132,500 779.2520 -   -   -   -   2,132,500 779.2520
Redemptions - Limited Partners
(3,002,267 ) (1,113.0080 ) -   -   (33,639 ) (14.8820 ) (3,035,906 ) (1,127.8900 )
Net income (loss)
(3,966,764 ) -   (6,236 ) -   (73,315 ) -   (4,046,315 ) -  
Partners' Capital, September 30, 2024
 $   132,783,801   49,900.6877  $   211,128   100.0580  $   2,650,254 1,198.1920  $   135,645,183 51,198.9377
See accompanying notes to financial statements.
5
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
1.
Organization:
Ceres Tactical Commodity L.P. (the "Partnership") is a limited partnership organized on April 20, 2005 under the partnership laws of the State of New York to engage, directly and indirectly, in the speculative trading of commodity interests on United States ("U.S.") and international futures, options on futures and forward markets. The Partnership may also engage, directly or indirectly, in swap transactions and other derivative transactions with the approval of the General Partner (as defined below). Initially, the Partnership's investment strategy focused on energy and energy-related investments. While the Partnership is expected to continue to have significant exposure to energy and energy-related markets, such trading will no longer be the Partnership's primary focus. Therefore, the Partnership's past trading performance will not necessarily be indicative of future results. The sectors traded include energy, grains, livestock, metals and softs. The commodity interests that are traded by the Partnership, directly or indirectly through its investment in the Funds (as defined below) are volatile and involve a high degree of market risk. The General Partner may also determine to invest up to all of the Partnership's assets (directly or indirectly through its investment in the Funds) in U.S. Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates. During the initial offering period, the Partnership sold 11,925 redeemable units of limited partnership interest ("Redeemable Units"). The Partnership commenced trading on September 6, 2005. The Partnership privately and continuously offers Redeemable Units to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.
Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the "General Partner") and commodity pool operator of the Partnership, is the trading manager (the "Trading Manager") of NL Master (as defined below) and Drakewood Master (as defined below). The General Partner is a wholly-owned subsidiary of Morgan Stanley Capital Management LLC ("MSCM"). MSCM is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.
As of September 30, 2024, all trading decisions are made for the Partnership by Millburn Ridgefield Corporation ("Millburn"), Ospraie Management, LLC ("Ospraie"), Northlander Commodity Advisors LLP ("Northlander"), Drakewood Capital Management Limited ("Drakewood"), EMC Capital Advisors, LLC ("EMC") and Opus Futures, LLC ("Opus") (each, an "Advisor" and, collectively, the "Advisors"), each, a registered commodity trading advisor, or has otherwise represented that it is exempt from registration as a commodity trading advisor. Each Advisor is allocated a portion of the Partnership's assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors either directly, through individually managed accounts, or indirectly through its investment in the Funds. The Advisors are not affiliated with one another, are not affiliated with the General Partner and MS&Co. and are not responsible for the organization or operation of the Partnership.
As of June 13, 2018, the Partnership began offering three classes of limited partnership interests, Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units. All Redeemable Units issued prior to October 31, 2016 were deemed "Class A Redeemable Units." Class Z Redeemable Units were first issued on January 1, 2017. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units were not changed. Class D Redeemable Units were first issued on July 1, 2018. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units and Class Z Redeemable Units were not changed. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a "Class" and collectively referred to as the "Classes." Class A Redeemable Units are and Class D Redeemable Units were available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions and
non-U.S.
investors. Class Z Redeemable Units are offered to limited partners who receive advisory services from Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) ("Morgan Stanley Wealth Management") and may also be offered to certain employees of Morgan Stanley and/or its subsidiaries (and their family members). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that Class A Redeemable Units and 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 adjusted net assets of Class A Redeemable Units and Class D Redeemable Units, respectively, as of the end of each month, whereas Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee. Effective January 1, 2021, the Partnership ceased offering Class D Redeemable Units.
During the reporting periods ended September 30, 2024 and 2023, the Partnership's/Funds' commodity broker was Morgan Stanley & Co. LLC ("MS&Co."), a registered futures commission merchant.
6
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
Opus, EMC, Millburn and Ospraie directly trade the Partnership's assets allocated to each Advisor through managed accounts in the name of the Partnership pursuant to Opus's Advanced Ag Program, EMC's Commodity Program, Millburn's Commodity Program and Ospraie's Commodity Program, respectively.
The Partnership, CMF NL Master Fund LLC ("NL Master") and CMF Drakewood Master Fund LLC ("Drakewood Master") have entered into futures brokerage account agreements with MS&Co. NL Master and Drakewood Master are collectively referred to as the "Funds." The Partnership, directly and through its investment in the Funds, pays MS&Co. (or will reimburse MS&Co. if previously paid) its allocable share of all trading fees for the clearing and, where applicable, the execution of transactions as well as exchange, user,
give-up,
floor brokerage and National Futures Association fees (collectively, the "clearing fees").
The Partnership has also entered into a selling agreement (as amended, the "Selling Agreement") with Morgan Stanley Wealth Management. Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of the adjusted
month-end
net assets of Class A Redeemable Units and Class D Redeemable Units, respectively. Morgan Stanley Wealth Management pays a portion of its ongoing selling agent fees to properly registered or exempted financial advisors who have sold Class A and Class D Redeemable Units in the Partnership. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.
Effective January 1, 2021, the management fee paid to Millburn was reduced to 1/12 of 1.0% (1.0% per year) of the adjusted
month-end
Net Assets (as defined in its management agreement with the Partnership and the General Partner) allocated to Millburn and the incentive fee paid to Millburn was increased to 27.5% of New Trading Profits (as defined in its management agreement with the Partnership and the General Partner) earned by Millburn for the Partnership during the calendar year.
The General Partner fees, management fees, incentive fees and professional fees of the Partnership are allocated proportionally to each Class based on the net asset value of each Class.
The General Partner has delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the "Administrator"). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.
2.
Basis of Presentation and Summary of Significant Accounting Policies:
The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership's financial condition at September 30, 2024 and the results of its operations and changes in partners' capital for the three and nine months ended September 30, 2024 and 2023. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership's Annual Report on Form
10-K
(the "Form
10-K")
filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2023. The December 31, 2023 information has been derived from the audited financial statements as of and for the year ended December 31, 2023.
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.
7
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
Use of Estimates.
The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates, and those differences could be material.
Profit Allocation.
The General Partner and each limited partner of the Partnership share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each, except that no limited partner is liable for obligations of the Partnership in excess of its capital contributions and profits, if any, net of distributions or redemptions and losses, if any.
Statement of Cash Flows.
The Partnership has not provided a Statement of Cash Flows, as permitted by Accounting Standards Codification ("ASC") 230,
"Statement of Cash Flows."
The Statements of Changes in Partners' Capital is included herein, and as of and for the periods ended September 30, 2024 and 2023, 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 or Level 2 measurements.
Partnership's Investment in the Funds.
The Partnership carries its investment in NL Master and Drakewood Master based on the Partnership's (1) net contribution to NL Master and Drakewood Master and (2) its allocated share of the undistributed profits and losses, including realized gains or losses and net change in unrealized gains or losses, of NL Master and Drakewood Master.
Partnership's/Funds' Derivative Investments.
All commodity interests held by the Partnership/Funds, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on the trade date and open contracts are recorded at fair value (as described in Note 5, "Fair Value Measurements") at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the
first-in,
first-out
method. Net unrealized gains or losses on open contracts are included as a component of equity in trading account in the Partnership's/Funds' Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Partnership's/Funds' Statements of Income and Expenses.
The Partnership/Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments due to fluctuations from changes in market prices of investments held. Such fluctuations are included in total trading results in the Partnership's/Funds' Statements of Income and Expenses.
Partnership's Cash
. The Partnership's restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At September 30, 2024 and December 31, 2023, the amount of cash held for margin requirements was $7,714,713 and $9,951,077, 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 $481,129 (cost of $440,563) and $748,848 (cost of $736,239) as of September 30, 2024 and December 31, 2023, respectively.
Income Taxes.
Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership's income and expenses. The Partnership follows the guidance of ASC 740,
"Income Taxes,"
which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership's tax returns to determine whether the tax positions are
"more-likely-than-not"
of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions determined not to meet the
more-likely-than-not
threshold would be recorded as a tax benefit or liability in the Partnership's Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Statements of Income and Expenses in the period in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination.
The 2020 through 2023
tax years remain subject to examination by U.S. federal and most state tax authorities.
8
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
Investment Company Status
. The Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Accounting Standards Update
2013-08
"Financial Services-Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements"
and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.
Net Income (Loss) per Redeemable Unit.
Net income (loss) per Redeemable Unit for each Class is calculated in accordance with ASC 946,
"Financial Services - Investment Companies."
See Note 3, "Financial Highlights."
There have been no material changes with respect to the Partnership's critical accounting policies as reported in the Partnership's Annual Report on Form
10-K
for the year ended December 31, 2023.
3.
Financial Highlights:
Financial highlights for the limited partner Classes as a whole for the three and nine months ended September 30, 2024 and 2023 were as follows.
Three Months Ended
Three Months Ended
Nine Months Ended
Nine Months Ended
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Class A
Class D
Class Z
Class A
Class D
Class Z
Class A
Class D
Class Z
Class A
Class D
Class Z
Per Redeemable Unit Performance (for a unit outstanding throughout the period): *
Net realized and unrealized gains (losses)
 $
(84.49)
 $
(67.06)
 $
(70.14)
 $
117.99
 $
93.57
 $
97.38
 $
(80.50)
 $
(64.03)
 $
(67.31)
 $
85.54
 $
69.22
 $
72.08
Net investment income (loss)
5.89 
4.73 
9.11 
3.63 
2.87 
7.14 
10.83 
8.79 
22.23 
(1.44)
(2.54)
9.97 
Increase (decrease) for the period
(78.60)
(62.33)
(61.03)
121.62 
96.44 
104.52 
(69.67)
(55.24)
(45.08)
84.10 
66.68 
82.05 
Net asset value per Redeemable Unit, beginning of period
2,739.56 
2,172.39 
2,272.91 
2,684.25 
2,128.56 
2,210.25 
2,730.63 
2,165.30 
2,256.96 
2,721.77 
2,158.32 
2,232.72 
Net asset value per Redeemable Unit, end of period
 $
   2,660.96 
 $
2,110.06 
 $
2,211.88 
 $
2,805.87 
 $
2,225.00 
 $
2,314.77 
 $
2,660.96 
 $
2,110.06 
 $
2,211.88 
 $
2,805.87 
 $
2,225.00 
 $
2,314.77 
Three Months Ended
Three Months Ended
Nine Months Ended
Nine Months Ended
September 30, 2024
September 30, 2023
September 30, 2024
September 30, 2023
Class A
Class D
Class Z
Class A
Class D
Class Z
Class A
Class D
Class Z
Class A
Class D
Class Z
Ratios to Average Limited Partners' Capital: **
Net investment income (loss) ***
0.7  
%
0.7  
%
1.5  
%
1.0  
%
1.2  
%
1.8  
%
0.6  
%
0.7  
%
1.4  
%
0.1  
%
- 
%
0.8  
%
Operating expenses
4.1  
%
4.1  
%
3.3  
%
3.6  
%
4.4  
%
2.9  
%
3.9  
%
3.9  
%
3.2  
%
3.6  
%
3.9  
%
3.0  
%
Incentive fees
(0.1) 
%
(0.1) 
%
(0.1) 
%
0.2  
%
0.2  
%
0.2  
%
0.3  
%
0.2  
%
0.2  
%
0.6  
%
0.7  
%
0.7  
%
Total expenses
4.0  
%
4.0  
%
3.2  
%
3.8  
%
4.6  
%
3.1  
%
4.2  
%
4.1  
%
3.4  
%
4.2  
%
4.6  
%
3.7  
%
Total return:
Total return before incentive fees
(2.9) 
%
(2.9) 
%
(2.7) 
%
4.7  
%
4.7  
%
4.9  
%
(2.3) 
%
(2.3) 
%
(1.8) 
%
3.7  
%
3.7  
%
4.3  
%
Incentive fees
- 
%
- 
%
- 
%
(0.2) 
%
(0.2) 
%
(0.2) 
%
(0.3) 
%
(0.3) 
%
(0.2) 
%
(0.6) 
%
(0.6) 
%
(0.6) 
%
Total return after incentive fees
(2.9) 
%
(2.9) 
%
(2.7) 
%
4.5  
%
4.5  
%
4.7  
%
(2.6) 
%
(2.6) 
%
(2.0) 
%
3.1  
%
3.1  
%
3.7  
%
*
Net investment income (loss) per Redeemable Unit is calculated by dividing the interest income less total expenses by the average number of Redeemable Units outstanding during the period. The net realized and unrealized gains (losses) per Redeemable Unit is a balancing amount necessary to reconcile the change in net asset value per Redeemable Unit with the other per unit information.
**
Annualized (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 Classes using the limited partners' share of income, expenses and average partners' capital of the Partnership and include the income and expenses allocated from the Funds.
9
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
4.
Trading Activities:
The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity interests. The results of the Partnership's trading activities are shown in the Statements of Income and Expenses. The Partnership also invests certain of its assets through a "master/feeder" structure. The Partnership's
pro-rata
share of the results of the Funds' trading activities is shown in the Partnership's Statements of Income and Expenses.
The futures brokerage account agreements with MS&Co. give the Partnership and the Funds, respectively, the legal right to net unrealized gains and losses on open futures and forward contracts in their respective Statements of Financial Condition. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and open forward contracts in their respective Statements of Financial Condition, as the criteria under ASC 210-20,
"Balance Sheet,"
have been met.
All of the commodity interests owned directly by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended September 30, 2024 and 2023 were 5,533 and 4,334, respectively. The monthly average number of futures contracts traded directly by the Partnership during the nine months ended September 30, 2024 and 2023 were 5,841 and 4,791, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended September 30, 2024 and 2023 were 970 and 1,032, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the nine months ended September 30, 2024 and 2023 were 1,101 and 998, respectively. The monthly average number of option contracts traded directly by the Partnership during the three months ended September 30, 2024 and 2023 were 4,447 and 795, respectively. The monthly average number of option contracts traded directly by the Partnership during the nine months ended September 30, 2024 and 2023 were 3,354 and 1,202, respectively.
Trading and transaction fees are based on the number of trades executed by the Advisors and the Partnership's respective percentage ownership of each Fund.
All clearing fees paid to MS&Co. are borne directly by the Partnership for its direct trading. In addition, clearing fees are borne by the Funds for indirect trading and allocated to the Funds' members, including the Partnership.
The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership's derivatives and their offsetting subject to master netting arrangements or similar agreements as of September 30, 2024 and December 31, 2023, respectively.
Gross Amounts
Offset in the
Amounts
Presented in the
Gross Amounts Not Offset in the

Statements of Financial Condition
September 30, 2024 
Gross

Amounts

  Recognized  
Statements of

Financial

Condition
Statements of

Financial

Condition
Financial

 Instruments 
 Cash Collateral 

Received/

Pledged*
Net Amount
Assets
Futures
 $     2,577,714  $ (2,577,714 )  $ -   $     -   $ -   $ - 
Forwards
2,330,925 (2,330,925 ) -  -  -  - 
Total assets
 $ 4,908,639  $ (4,908,639 )  $ -   $ -   $ -   $ - 
Liabilities
Futures
 $ (2,787,235 )  $ 2,577,714  $ (209,521 )  $ -   $ 209,521  $ - 
Forwards
(2,478,741 ) 2,330,925 (147,816 ) -  147,816 - 
Total liabilities
 $ (5,265,976 )  $    4,908,639  $     (357,337 )  $ -   $    357,337  $ - 
Net fair value
 $     - 
*
10
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
Gross Amounts
Offset in the
Amounts
Presented in the
Gross Amounts Not Offset in the
Statements of Financial Condition
 December 31, 2023 
Gross

Amounts

  Recognized  
Statements of
Financial
  Condition  
Statements of
Financial
  Condition  
Financial
 Instruments 
 Cash Collateral 
Received/

Pledged*
 Net Amount 
Assets
Futures
 $   4,933,516  $ (4,767,875 )  $ 165,641  $ -   $ -   $ 165,641
Forwards
1,662,827 (1,657,979 ) 4,848 -  -  4,848
Total assets
 $ 6,596,343  $ (6,425,854 )  $   170,489  $    -   $    -   $ 170,489
Liabilities
Futures
 $ (4,767,875 )  $ 4,767,875  $ -   $ -   $ -   $ - 
Forwards
(1,657,979 ) 1,657,979 -  -  -  - 
Total liabilities
 $ (6,425,854 )  $   6,425,854  $ -   $ -   $ -   $ - 
Net fair value
 $   170,489
*
*
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
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
The following tables indicate the gross fair values of derivative instruments of futures, forward and option contracts held directly by the Partnership as separate assets and liabilities as of September 30, 2024 and December 31, 2023, respectively.
 September 30, 
2024
Assets
Futures Contracts
Currencies
 $ 132,015
Energy
500,735
Grains
558,474
Livestock
84,829
Metals
597,888
Softs
703,773
Total unrealized appreciation on open futures contracts
2,577,714
Liabilities
Futures Contracts
Currencies
(7,865 )
Energy
(652,621 )
Grains
(970,373 )
Livestock
(55,707 )
Metals
(54,666 )
Softs
(1,046,003 )
Total unrealized depreciation on open futures contracts
(2,787,235 )
Net unrealized depreciation on open futures contracts
 $ (209,521 )
*
Assets
Forward Contracts
Metals
 $ 2,330,925
Total unrealized appreciation on open forward contracts
    2,330,925
Liabilities
Forward Contracts
Metals
(2,478,741 )
Total unrealized depreciation on open forward contracts
(2,478,741 )
Net unrealized depreciation on open forward contracts
 $ (147,816 )
**
Assets
Options Purchased
Energy
 $ 65,100
Grains
1,376,482
Livestock
514,070
Metals
58,384
Softs
83,269
Total options purchased
 $ 2,097,305
***
Liabilities
Options Written
Energy
 $ (77,510 )
Grains
(440,094 )
Livestock
(121,720 )
Metals
(46,774 )
Softs
(1,370,526 )
Total options written
 $ (2,056,624 )
****
*
This amount is in "Net unrealized depreciation on open futures contracts" in the Statements of Financial Condition.
**
This amount is in "Net unrealized depreciation on open forward contracts" in the Statements of Financial Condition.
***
This amount is in "Options purchased, at fair value" in the Statements of Financial Condition.
****
This amount is in "Options written, at fair value" in the Statements of Financial Condition.
12
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
 December 31, 
2023
Assets
Futures Contracts
Currencies
 $ 68,945
Energy
2,196,853
Grains
1,829,613
Livestock
66,375
Metals
223,298
Softs
548,432
Total unrealized appreciation on open futures contracts
4,933,516
Liabilities
Futures Contracts
Currencies
(90,394 )
Energy
(3,135,674 )
Grains
(656,164 )
Livestock
(55,520 )
Metals
(126,949 )
Softs
(703,174 )
Total unrealized depreciation on open futures contracts
(4,767,875 )
Net unrealized appreciation on open futures contracts
 $ 165,641
*
Assets
Forward Contracts
Metals
 $    1,662,827
Total unrealized appreciation on open forward contracts
1,662,827
Liabilities
Forward Contracts
Metals
(1,657,979 )
Total unrealized depreciation on open forward contracts
(1,657,979 )
Net unrealized appreciation on open forward contracts
 $ 4,848
**
Assets
Options Purchased
Energy
 $ 51,510
Grains
1,817,794
Livestock
164,590
Metals
30,997
Softs
23,880
Total options purchased
 $ 2,088,771
***
Liabilities
Options Written
Energy
 $ (356,360 )
Grains
(568,650 )
Livestock
(74,200 )
Metals
(30,997 )
Softs
(566,133 )
Total options written
 $ (1,596,340 )
****
*
This amount is in "Net unrealized appreciation on open futures contracts" in the Statements of Financial Condition.
**
This amount is in "Net unrealized appreciation on open forward contracts" in the Statements of Financial Condition.
***
This amount is in "Options purchased, at fair value" in the Statements of Financial Condition.
****
This amount is in "Options written, at fair value" in the Statements of Financial Condition.
13
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
The following table indicates the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three and nine months ended September 30, 2024 and 2023.
Three Months Ended September 30,
Nine Months Ended September 30,
Sector
2024
2023
2024
2023
Currencies
 $ (255,749 )  $ (145,963 )  $ (352,564 )  $ (366,543 )
Energy
(2,953,925 ) 5,856,446 (307,955 ) 2,644,153
Grains
(185,024 ) 1,275,354 3,897,777 587,362
Livestock
(143,899 ) (328,056 ) 10,465 1,332,165
Metals
332,705 214,920 (545,277 ) 508,263
Softs
(611,997 ) 312,485 (4,295,281 ) 2,252,992
Total
 $   (3,817,889 )
*****
 $   7,185,186
*****
 $   (1,592,835 )
*****
 $   6,958,392
*****
*****
 This amount is included in "Total trading results" in the Statements of Income and Expenses.
5.
Fair Value Measurements:
Partnership's and the Funds' Fair Value Measurements.
Fair value is defined as the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of
non-exchange-traded
foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as inputs the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.
The Partnership and the Funds consider prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded futures, forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of September 30, 2024 and December 31, 2023 and for the periods ended September 30, 2024 and 2023, 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
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
September 30, 2024
Total
Level 1
Level 2
Level 3
Assets
Futures
 $    2,577,714  $    2,577,714  $ -   $ - 
Forwards
2,330,925 -  2,330,925 - 
Options purchased
2,097,305 2,097,305 -  - 
Total assets
 $ 7,005,944  $ 4,675,019  $    2,330,925  $        - 
Liabilities
Futures
 $ 2,787,235  $ 2,787,235  $ -   $ - 
Forwards
2,478,741 -  2,478,741 - 
Options written
2,056,624 2,056,624 -  - 
Total liabilities
 $ 7,322,600  $ 4,843,859  $ 2,478,741  $ - 
December 31, 2023
Total
Level 1
Level 2
Level 3
Assets
Futures
 $ 4,933,516  $ 4,933,516  $ -   $ - 
Forwards
1,662,827 -  1,662,827 - 
Options purchased
2,088,771 2,088,771 -  - 
Total assets
 $ 8,685,114  $    7,022,287  $    1,662,827  $ - 
Liabilities
Futures
 $    4,767,875  $ 4,767,875  $ -   $        - 
Forwards
1,657,979 -  1,657,979 - 
Options written
1,596,340 1,596,340 -  - 
Total liabilities
 $ 8,022,194  $ 6,364,215  $ 1,657,979  $ - 
The Investment in the Funds measured using the net asset value per share practical expedient is not required to be included in the fair value hierarchy. Please refer to the Condensed Schedules of Investments as of September 30, 2024 and December 31, 2023, respectively.
6.
Investment in the Funds:
On April 1, 2019, the Partnership allocated a portion of its assets to NL Master, a limited liability company organized under the limited liability company laws of the State of Delaware. NL Master permits accounts managed by Northlander using Northlander's Commodity Program, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the trading manager of NL Master. Individual and pooled accounts currently managed by Northlander, including the Partnership, are permitted to be members of NL Master. The Trading Manager and Northlander believe that trading through this master/feeder structure should promote efficiency and economy in the trading process.
On May 1, 2022, the Partnership allocated a portion of its assets to Drakewood Master, a limited liability company organized under the limited liability company laws of the State of Delaware. Drakewood Master permits accounts managed by Drakewood using Drakewood's Drakewood Prospect Fund Strategy, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the trading manager of Drakewood Master. Individual and pooled accounts currently managed by Drakewood, including the Partnership, are permitted to be members of Drakewood Master. The Trading Manager and Drakewood believe that trading through the master/feeder structure should promote efficiency and economy in the trading process.
15
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
The General Partner is not aware of any material changes to the trading programs discussed above or in Note 1, "Organization" during the fiscal quarter ended September 30, 2024.
The Partnership's/Funds' trading of futures, forward, swap and option contracts, if applicable, on commodities is done primarily on U.S. commodity exchanges and foreign commodity exchanges. The Partnership/Funds engage in such trading through commodity brokerage accounts maintained with MS&Co.
Generally, a member in the Funds withdraws all or part of its capital contribution and undistributed profits, if any, from the Funds as of the end of any month (the "Redemption Date") after a request has been made to the Trading Manager at least three days in advance of the Redemption Date. Such withdrawals are classified as a liability when the member elects to redeem and informs the Funds. However, a member may request a withdrawal as of the end of any day if such request is received by the Trading Manager at least three days in advance of the proposed withdrawal date.
Management fees, General Partner fees, ongoing selling agent fees and incentive fees are charged at the Partnership level. All clearing fees paid to MS&Co. are borne directly by the Partnership for its direct trading. In addition, clearing fees are borne by the Funds and allocated to the Funds' members, including the Partnership. Professional fees are borne by the Funds and allocated to the Partnership, and are also charged directly at the Partnership level.
At September 30, 2024, the Partnership owned approximately 32.7% of NL Master and 42.4% of Drakewood Master. At December 31, 2023, the Partnership owned approximately 28.3% of NL Master and 35.5% of Drakewood Master. It is the Partnership's intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.
Summarized information reflecting the total assets, liabilities and members' capital of the Funds is shown in the following tables:
September 30, 2024
Total Assets
Total Liabilities
Total Capital
NL Master
 $    26,279,262  $    2,533,918  $    23,745,344
Drakewood Master
53,236,831 3,653,607 49,583,224
December 31, 2023
Total Assets
Total Liabilities
Total Capital
NL Master
 $    40,864,449  $ 126,823  $    40,737,626
Drakewood Master
51,637,147    5,483,874 46,153,273
16
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
Summarized information reflecting the net investment income (loss), total trading results and net income (loss) of the Funds is shown in the following tables:
For the three months ended September 30, 2024
 Net Investment 
 Total Trading 
Income (Loss)
Results
 Net Income (Loss) 
NL Master
 $    260,366  $    (3,061,068 )  $    (2,800,702 )
Drakewood Master
327,601 887,801 1,215,402
For the nine months ended September 30, 2024
 Net Investment 
 Total Trading 
Income (Loss)
Results
 Net Income (Loss) 
NL Master
 $    1,084,910  $    (9,047,397 )  $    (7,962,487 )
Drakewood Master
1,010,899 572,411 1,583,310
For the three months ended September 30, 2023
 Net Investment 
 Total Trading 
Income (Loss)
Results
 Net Income (Loss) 
NL Master
 $    490,050  $    (1,810,673 )  $    (1,320,623 )
Drakewood Master
376,530 (414,050 ) (37,520 )
For the nine months ended September 30, 2023
 Net Investment 
 Total Trading 
Income (Loss)
Results
 Net Income (Loss) 
NL Master
 $    1,294,937  $   (5,302,980 )  $    (4,008,043 )
Drakewood Master
1,018,482 (2,157,325 ) (1,138,843 )
Summarized information reflecting the Partnership's investments in and the Partnership's
pro-rata
share of the results of operations of the Funds is shown in the following tables:
September 30, 2024
For the three months ended September 30, 2024
% of
Expenses
Net
  Partners'  
Fair
Income
Clearing
Professional
Income
Investment
Redemptions
Funds
Capital
Value
(Loss)
Fees
Fees
(Loss)
Objective
Permitted
NL Master
5.75 
%
 $
7,800,511
 $
   (820,003
)
 $
9,300
 $
5,176
 $
(834,479
)
Commodity Portfolio
Monthly
Drakewood Master
15.54 
%
21,075,140
574,620
   51,972
7,534
515,114
Commodity Portfolio
Monthly
 $
   28,875,651
 $
(245,383
)
 $
61,272
 $
   12,710
 $
   (319,365
)
September 30, 2024
For the nine months ended September 30, 2024
% of
Expenses
Net
  Partners'  
Fair
Income
Clearing
Professional
Income
Investment
Redemptions
Funds
Capital
Value
(Loss)
Fees
Fees
(Loss)
Objective
Permitted
NL Master
5.75 
%
 $
7,800,511
 $
(2,329,444
)
 $
23,350
 $
15,065
 $
   (2,367,859
)
Commodity Portfolio
Monthly
Drakewood Master
15.54 
%
21,075,140
743,571
111,219
21,563
610,789
Commodity Portfolio
Monthly
 $
   28,875,651
 $
  (1,585,873
)
 $
   134,569
 $
   36,628
 $
(1,757,070
)
17
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
December 31, 2023
For the three months ended September 30, 2023
% of
Expenses
Net
  Partners'  
Fair
Income
Clearing
Professional
Income
Investment
Redemptions
Funds
Capital
Value
(Loss)
Fees
Fees
(Loss)
Objective
Permitted
NL Master
8.00 
%
 $
  11,558,658
 $
  (354,779
)
 $
  5,798
 $
  4,450
 $
(365,027
)
Commodity Portfolio
Monthly
Drakewood Master
11.38 
%
16,459,442
27,207
29,860
6,509
(9,162
)
Commodity Portfolio
Monthly
 $
28,018,100
 $
  (327,572
)
 $
35,658
 $
10,959
 $
  (374,189
)
December 31, 2023
For the nine months ended September 30, 2023
% of
Expenses
Net
  Partners'  
Fair
Income
Clearing
Professional
Income
Investment
Redemptions
Funds
Capital
Value
(Loss)
Fees
Fees
(Loss)
Objective
Permitted
NL Master
8.00 
%
 $
  11,558,658
 $
  (1,078,100
)
 $
  16,674
 $
  13,371
 $
  (1,108,145
)
Commodity Portfolio
Monthly
Drakewood Master
11.38 
%
16,459,442
(363,382
)
74,344
18,074
(455,800
)
Commodity Portfolio
Monthly
 $
28,018,100
 $
(1,441,482
)
 $
91,018
 $
31,445
 $
(1,563,945
)
7.
Financial Instrument Risks:
In the normal course of business, the Partnership and the Funds are parties to financial instruments with
off-balance-sheet
risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or
over-the-counter
("OTC"). Exchange-traded instruments include futures and certain standardized forward, swap and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. None of the Partnership's/Funds' contracts are traded OTC, although contracts may be traded OTC in the future.
Futures Contracts.
The Partnership and the Funds trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments ("variation margin") may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. When the contract is closed, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and net change in unrealized gains (losses) on futures contracts are included in the Partnership's/Funds' Statements of Income and Expenses.
London Metal Exchange Forward Contracts.
Metal contracts traded on the London Metal Exchange ("LME") represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin, zinc or other metals. LME contracts traded by the Partnership and the Funds are cash settled based on prompt dates published by the LME. Variation margin may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and net change in unrealized gains (losses) on metal contracts are included in the Partnership's/Funds' Statements of Income and Expenses.
18
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
Options.
The Partnership and the Funds may purchase and write (sell) both exchange-listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Partnership/Funds write an option, the premium received is recorded as a liability in the Partnership's/Funds' Statements of Financial Condition and
marked-to-market
daily. When the Partnership/Funds purchase an option, the premium paid is recorded as an asset in the Partnership's/Funds' Statements of Financial Condition and
marked-to-market
daily. Net realized gains (losses) and net change in unrealized gains (losses) on option contracts are included in the Partnership's/Funds' Statements of Income and Expenses.
As both a buyer and seller of options, the Partnership/Funds pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/Funds to potentially unlimited liability; for purchased options, the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Funds do not consider these contracts to be guarantees.
Futures-Style Options
. The Partnership and the Funds may trade futures-style option contracts. Unlike traditional option contracts, the premiums for futures-style option contracts are not received or paid upon the onset of the trade. The premiums are recognized and received or paid as part of the sales price when the contract is closed. Similar to a futures contract, variation margin for the futures-style option contract may be made or received by the Partnership/Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership/Funds. Transactions in futures-style option contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Futures-style option contracts are presented as part of "Net unrealized appreciation on open futures contracts" or "Net unrealized depreciation on open futures contracts," as applicable, in the Partnership's/Funds' Statements of Financial Condition. Net realized gains (losses) and net change in unrealized gains (losses) on futures-style option contracts are included in the Partnership's/Funds' Statements of Income and Expenses.
Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership and the Funds are exposed to market risk equal to the value of the futures and forward contracts held and unlimited liability on such contracts sold short.
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership's/Funds' risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership's/Funds' risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk, as MS&Co. or an MS&Co. affiliate are counterparties or brokers with respect to the Partnership's/Funds' assets. Credit risk with respect to
exchange-traded
instruments is reduced to the extent that, through MS&Co. or an MS&Co. affiliate, the Partnership's/Funds' counterparty is an exchange or clearing organization.
The General Partner/Trading Manager monitors and attempts to mitigate the Partnership's/Funds' risk exposure on a daily basis through financial, credit and risk management monitoring systems and, accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject. These monitoring systems generally allow the General Partner/Trading Manager to statistically analyze actual trading results with
risk-adjusted
performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.
The majority of these financial instruments mature within one year of the inception date. However, due to the nature of the Partnership's/Funds' business, these instruments may not be held to maturity.
19
Table of Contents
Ceres Tactical Commodity L.P.
Notes to Financial Statements
(Unaudited)
The risk to the limited partners that have purchased Redeemable Units is limited to the amount of their share of the Partnership's net assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under New York law.
In the ordinary course of business, the Partnership/Funds enter into contracts and agreements that contain various representations and warranties and which provide general indemnifications. The Partnership's/Funds' maximum exposure under these arrangements cannot be determined, as this could include future claims that have not yet been made against the Partnership/Funds. The General Partner/Trading Manager considers the risk of any future obligation relating to these indemnifications to be remote.
Beginning in February 2022, the United States, the United Kingdom, the European Union, and a number of other nations imposed sanctions against Russia in response to Russia's invasion of Ukraine, and these and other governments around the world may impose additional sanctions in the future as the conflict develops. In addition, on October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel's southern border from the Gaza Strip and conducted a series of terror attacks on civilian and military targets. Shortly following the attack, Israel's security cabinet declared war against Hamas. These conflicts and subsequent sanctions have created volatility in the price of various commodities and may lead to a deterioration in the political and trade relationships that exist between the countries involved and have a negative impact on business activity globally, and therefore could affect the performance of the Partnership's investments. Furthermore, uncertainties regarding these conflicts and the varying involvement of the United States and other countries preclude prediction as to the ultimate impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Partnership and the performance of its investments or operations, and the ability of the Partnership to achieve its investment objectives. Additionally, to the extent that investors, service providers and/or other third parties have material operations or assets in Russia, Belarus, Ukraine or Israel, they may have their operations disrupted and/or suffer adverse consequences related to the ongoing conflicts.
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.
20

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

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) redemptions receivable from the Funds, (iii) equity in trading account, consisting of unrestricted cash, restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and options purchased at fair value, if applicable, and (iv) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments and investment in the Funds. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2024.

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

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

The Partnership's capital consists of the capital contributions of the partners, as increased or decreased by realized and/or unrealized gains and losses on trading and by expenses, interest income, subscriptions and redemptions of Redeemable Units and distributions of profits, if any. The Partnership's primary need for capital resources is for Futures Interests trading.

For the nine months ended September 30, 2024, Partnership capital decreased 6.2% from $144,572,899 to $135,645,183. This decrease was attributable to redemptions of 3,203.6100 Class A limited partner Redeemable Units totaling $8,809,048, redemptions of 14.8820 Class Z limited partner Redeemable Units totaling $33,639, redemptions of 33.0400 Class Z general partner Redeemable Units totaling $75,097 and net loss of $3,502,432 which was partially offset by subscriptions of 1,223.8260 Class A limited partner Redeemable Units totaling $3,367,500 and subscriptions of 54.1850 Class Z limited partner Redeemable Units totaling $125,000. Future redemptions can impact the amount of funds available for direct investments and investment in the Funds in subsequent periods.

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

Off-BalanceSheet Arrangements and Contractual Obligations

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

Critical Accounting Policies

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

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

21

Results of Operations

During the Partnership's third quarter of 2024, the net asset value per Redeemable Unit for Class A decreased 2.9% from $2,739.56 to $2,660.96 as compared to an increase of 4.5% in the third quarter of 2023. During the Partnership's third quarter of 2024, the net asset value per Redeemable Unit for Class D decreased 2.9% from $2,172.39 to $2,110.06 as compared to an increase of 4.5% in the third quarter of 2023. During the Partnership's third quarter of 2024, the net asset value per Redeemable Unit for Class Z decreased 2.7% from $2,272.91 to $2,211.88 as compared to an increase of 4.7% in the third quarter of 2023. The Partnership experienced a net trading loss before fees and expenses during the third quarter of 2024 of $4,356,034. Losses were primarily attributable to the Partnership's/Funds' trading of commodity futures in currencies, energy, grains, livestock, and softs and were partially offset by gains in metals. The Partnership experienced a net trading gain before fees and expenses during the third quarter of 2023 of $6,532,374. Gains were primarily attributable to the Partnership's/Funds' trading of commodity futures in currencies, energy, grains and softs and were partially offset by losses in livestock and metals.

During the third quarter, Partnership's most significant losses were incurred within the energy sector throughout the quarter from long positions in crude oil futures as prices steadily declined amid high global inventories and concerns a potential slowdown in the global economy could curtail energy demand. Within the soft commodities markets, losses were recorded during August and September from short positions in coffee futures as prices rallied as drought conditions in key growing regions in Vietnam and South America threatened crops. Additional losses were incurred during July from currency hedging positions in the Australian dollar and New Zealand dollar. Within the grains, losses were experienced during September from short positions in soybean and corn futures as grain prices surged higher amid increased global commodity purchasing. Elsewhere, short positions in live cattle futures recorded losses during September as prices advanced on increased buying demand. A portion of the Partnership's losses for the third quarter was offset by gains achieved within the metals sector during September from long positions in gold futures as a falling U.S. dollar and an outlook for further interest rate cuts boosted demand for precious metals. Additional gains in the metals were experienced during September from long positions in copper and aluminum futures as industrial metals prices rose after China announced economic stimulus measures.

During the Partnership's nine months ended September 30, 2024, the net asset value per Redeemable Unit for Class A decreased 2.6% from $2,730.63 to $2,660.96 as compared to an increase of 3.1% during the nine months ended September 30, 2023. During the Partnership's nine months ended September 30, 2024, the net asset value per Redeemable Unit for Class D decreased 2.6% from $2,165.30 to $2,110.06 as compared to an increase of 3.1% during the nine months ended September 30, 2023. During the Partnership's nine months ended September 30, 2024, the net asset value per Redeemable Unit for Class Z decreased 2.0% from $2,256.96 to $2,211.88 as compared to an increase of 3.7% during the nine months ended September 30, 2023. The Partnership experienced a net trading loss before fees and expenses for the nine months ended September 30, 2024 of $4,084,238. Losses were primarily attributable to the Partnership's/Funds' trading of commodity futures in currencies, energy, livestock, metals and softs and were partially offset by gains in grains. The Partnership experienced a net trading gain before fees and expenses for the nine months ended September 30, 2023 of $4,669,920. Gains were primarily attributable to the Partnership's/Funds' trading of commodity futures in energy, grains, livestock and softs and were partially offset by losses in currencies and metals.

During the first nine months of the year, the most notable trading losses were incurred within the soft commodities sector during March and April from short positions in coffee and cocoa futures as prices rallied as adverse weather conditions in key growing regions threatened crop supplies, pushing prices sharply higher. Additional losses in the soft commodities sector were experienced during January, August, and September from short positions in coffee, as well as during January from short positions in sugar futures. In the energies, losses were incurred within the energy sector throughout the third quarter from long positions in crude oil futures as prices steadily declined amid high global inventories and concerns a potential slowdown in the global economy could curtail energy demand. Further losses in the energies were recorded from positions in European carbon emission allowances futures as prices moved without consistent direction for the majority of the first nine months of the year. Losses in the currencies were experienced during July from currency hedging positions in the Australian dollar and New Zealand dollar. In the metals, losses were incurred from March through June from long positions in iron ore futures as prices weakened on reduced Chinese demand. Losses in the metals were also recorded during June from long positions in copper futures as prices reversed lower following a prolonged bullish trend as reports of tepid economic growth in China could potentially curtail Chinese copper demand. A portion of the Partnership's losses for the first nine months of the year was offset by gains achieved within the grains sector during January and February from short positions in soybean and corn futures as prices fell to near three-year lows amid reports of growing grain production in the U.S. and South America. Further gains in the sector were recorded from short positions in soybean and wheat futures as prices also fell during June, July, and August on expectations for strong crops during harvest season. Trading results within the livestock markets were relatively flat during the first nine months of the year.

22

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

Interest income on 100% of the average daily equity maintained in cash in the Partnership's (or the Partnership's allocable portion of the Funds') brokerage account during each month is earned at a rate equal to the monthly average of the 4-weekU.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership's and/or the Funds' account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest income earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Interest income earned for the three and nine months ended September 30, 2024 decreased by $165,360 and increased by $176,309, respectively, as compared to the corresponding periods in 2023. The decrease in interest income was primarily due to lower interest rates during the three months ended September 30, 2024 as compared to the corresponding periods in 2023. The increase in interest income was primarily due to higher interest rates during the nine months ended September 30, 2024 as compared to the corresponding periods in 2023. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership's and/or the applicable Funds' accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds or MS&Co. has control.

Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three and nine months ended September 30, 2024 increased by $107,544 and $165,086, respectively, as compared to the corresponding periods in 2023. 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 and nine months ended September 30, 2024 as compared to the corresponding periods in 2023.

Ongoing selling agent fees are calculated as a percentage of the Partnership's adjusted Net Assets of Class A Redeemable Units and Class D Redeemable Units as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three and nine months ended September 30, 2024 decreased by $23,332 and $47,853, respectively, as compared to the corresponding periods in 2023. The decrease was due to lower average adjusted net assets during the three and nine months ended September 30, 2024 as compared to the corresponding periods in 2023.

Management fees are calculated as a percentage of the Partnership's adjusted Net Assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Management fees for the three and nine months ended September 30, 2024 decreased by $49,630 and $90,097, respectively, as compared to the corresponding periods in 2023. The decrease was due to lower average net assets during the three and nine months ended September 30, 2024 as compared to the corresponding periods in 2023.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership including, among other things, (i) selecting, appointing and terminating the Partnership's commodity trading advisors, (ii) allocating and reallocating the Partnership's assets among the commodity trading advisors and (iii) monitoring the activities of the commodity trading advisors. These fees are calculated as a percentage of the Partnership's adjusted net assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. General Partner fees for the three and nine months ended September 30, 2024 decreased by $23,227 and $52,284, respectively, as compared to the corresponding periods in 2023. This decrease was due to lower average net assets during the three and nine months ended September 30, 2024 as compared to the corresponding periods in 2023.

Incentive fees are based on the Net Trading Profits (as defined in the respective management agreements between the Partnership, the General Partner and each Advisor) generated by each Advisor at the end of each quarter, half year or year, as applicable. Trading performance for the three and nine months ended September 30, 2024 resulted a reversal of incentive fees of $88,508 and incentive fees of $372,049, respectively. Trading performance for the three and nine months ended September 30, 2023 resulted in incentive fees of $242,826 and $927,773, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid incentive fees until such Advisor recovers any net loss incurred and earns additional new trading profits for the Partnership.

23

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

As of September 30, 2024 and June 30, 2024, the Partnership's assets were allocated among the Advisors in the following approximate percentages:

Advisor

 September 30, 2024  September 30, 2024
(percentage of
 Partners' Capital)  		June 30, 2024 June 30, 2024
(percentage of
 Partners' Capital) 

Millburn

 $    42,701,892  31%  $    44,817,613  32%

Ospraie

26,368,425  19% 29,011,170  21%

Northlander

7,800,511  6% 9,109,534  6%

Drakewood

21,075,139  16% 20,734,643  15%

EMC

5,022,120  4% 6,813,051  5%

Opus

30,122,954  22% 28,502,449  20%

Unallocated

2,554,142  2% 1,606,444  1%

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

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

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

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

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

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

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

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

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

Exchange margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99%of any one-dayinterval. 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-dayprice fluctuation.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. Northlander and Drakewood trade the Partnership's assets indirectly in master fund managed accounts established in the name of the master funds over which they have or had been granted limited authority to make trading decisions. Millburn, Ospraie, EMC and Opus directly trade managed accounts in the name of the Partnership. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e in the managed accounts in the Partnership's name traded by certain Advisors) and indirectly by each Fund separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership's Annual Report on Form 10-Kfor the year ended December 31, 2023.

25

The following table indicates the trading Value at Risk associated with the Partnership's open positions by market category as of September 30, 2024. As of September 30, 2024, the Partnership's total capitalization was $135,645,183.

September 30, 2024

Market Sector  

Value at Risk % of Total
 Capitalization 

Currencies

 $ 229,157  0.17   % 

Energy

2,671,629  1.97   

Grains

2,695,777  1.99   

Livestock

170,005  0.13   

Metals

4,221,205  3.11   

Softs

2,498,211  1.84   

Total

 $    12,485,984     9.21 % 

The following table indicates the trading Value at Risk associated with the Partnership's open positions by market category as of December 31, 2023. As of December 31, 2023, the Partnership's total capitalization was $144,572,899.

December 31, 2023

Market Sector  

Value at Risk % of Total
 Capitalization 

Currencies

 $ 125,591  0.09   % 

Energy

4,276,350  2.96   

Grains

2,154,822  1.49   

Livestock

280,803  0.19   

Metals

3,249,408  2.25   

Softs

2,330,742  1.61   

Total

 $    12,417,716     8.59 % 

The following tables indicate the trading Value at Risk associated with the Partnership's direct investments and indirect investment in the Funds as of September 30, 2024 and December 31, 2023, and the highest, lowest and average values during the three months ended September 30, 2024 and the twelve months ended December 31, 2023. All open contracts trading risk exposures have been included in calculating the figures set forth below.

26

As of September 30, 2024 and December 31, 2023, the Partnership's Value at Risk for the portion of its assets that are traded directly was as follows:

September 30, 2024
Three Months Ended September 30, 2024

Market Sector  

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

Currencies

 $ 194,205      0.14 %   $ 197,340   $ 94,754   $ 155,677 

Energy

1,427,126  1.05        2,305,041     709,932     1,463,273 

Grains

2,695,777  1.99     3,884,134  1,031,048  2,087,823 

Livestock

170,005  0.13     351,789  137,882  226,149 

Metals

1,194,873  0.88     1,831,451  960,646  1,386,648 

Softs

2,498,211  1.84     3,794,828  2,433,387  3,100,053 

Total

 $    8,180,197  6.03 % 

*   Average of daily Values at Risk.

December 31, 2023
Twelve Months Ended December 31, 2023

Market Sector  

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

Currencies

 $ 71,390      0.05 %   $ 811,963   $ 71,390   $ 340,211 

Energy

3,631,942  2.51        4,668,801     1,173,780     2,658,518 

Grains

2,154,822  1.49     6,213,199  634,659  2,688,416 

Livestock

280,803  0.19     754,930  47,059  250,322 

Metals

1,392,560  0.96     3,078,026  1,151,668  1,763,373 

Softs

2,330,742  1.61     2,869,817  454,252  1,449,734 

Total

 $    9,862,259  6.81 % 

*   Annual average of daily Values at Risk.

As of September 30, 2024, NL Master's total capitalization was $23,745,344, and the Partnership owned approximately 32.7% of NL Master. As of September 30, 2024, NL Master's Value at Risk for its assets (including the portion of the Partnership's assets allocated to NL Master for trading) was as follows:

September 30, 2024
Three Months Ended September 30, 2024

Market Sector  

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

Energy

 $ 3,805,821      16.03 %   $    4,072,518   $    3,129,141   $    3,519,758 

Total

 $    3,805,821  16.03 % 
*

Average of daily Values at Risk.

27

As of December 31, 2023, NL Master's total capitalization was $40,737,626, and the Partnership owned approximately 28.3% of NL Master. As of December 31, 2023, NL Master's Value at Risk for its assets (including the portion of the Partnership's assets allocated to NL Master for trading) was as follows:

December 31, 2023
Twelve Months Ended December 31, 2023

 Market Sector  

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

 Energy

 $    2,277,059  5.59 %   $    4,647,914   $     832,520   $    2,281,544 

 Total

 $ 2,277,059  5.59    % 
*

Annual average of daily Values at Risk.

As of September 30, 2024, Drakewood Master's total capitalization was $49,583,224, and the Partnership owned approximately 42.4% of Drakewood Master. As of September 30, 2024, Drakewood Master's Value at Risk for its assets (including the portion of the Partnership's assets allocated to Drakewood Master for trading) was as follows:

September 30, 2024
Three Months Ended September 30, 2024

 Market Sector  

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

 Currencies

 $ 82,434  0.17 %   $ 204,050   $ 50,859   $ 101,271 

 Metals

   7,137,575  14.40        8,403,488    5,820,049     7,023,254 

Total

 $ 7,220,009  14.57    % 
*

Average of daily Values at Risk.

As of December 31, 2023, Drakewood Master's total capitalization was $46,153,273, and the Partnership owned approximately 35.5% of Drakewood Master. As of December 31, 2023, Drakewood Master's Value at Risk for its assets (including the portion of the Partnership's assets allocated to Drakewood Master for trading) was as follows:

December 31, 2023
Twelve Months Ended December 31, 2023

 Market Sector  

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

 Currencies

 $ 152,680  0.33 %   $ 355,410   $ 108,130   $ 205,414 

 Metals

5,230,558  11.33        7,224,155    2,376,417     4,343,085 

 Total

 $    5,383,238  11.66    % 
*

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 September 30, 2024, 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 reportingis a process under the supervision of the General Partner's President and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:

•

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

•

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

•

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

There were no changes in the Partnership's internal control over financial reporting process during the fiscal quarter ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, the Partnership's internal control over financial reporting.

29

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 Morgan Stanley & Co. LLC 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." or "the Company").
The Company 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 the Company. As a consolidated subsidiary of Morgan Stanley, the Company 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 2023, 2022, 2021, 2020, and 2019. In addition, the Company 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 the Company's 2023 Audited Financial Statement.
In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and the Company 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 actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the third-party entities that are, or would otherwise be, the primary defendants in such cases are bankrupt, in financial distress, or may not honor applicable indemnification obligations. These actions have included, but are not limited to, antitrust claims, claims under various false claims act statutes, and matters arising from our sales and trading businesses and our activities in the capital markets.
Each of Morgan Stanley and the Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company's business and involving, among other matters, sales, trading, financing, prime brokerage, market-making activities, investment banking advisory services, capital market activities, financial products or offerings sponsored, underwritten, or sold by the Company, wealth and investment management services, and accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, disgorgement, restitution, forfeiture, injunctions, limitations on our ability to conduct certain business, or other relief.
The Company 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, the Company is registered as a futures commission merchant and is a member of the National Futures Association.
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During the preceding five years, the following administrative, civil, or criminal actions pending, on appeal or concluded against the Company 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 January 12, 2024, the U.S. Attorney's Office for the Southern District of New York ("USAO") and the SEC announced they had reached settlement agreements with the Company in connection with their investigations into the Company's blocks business. Specifically, the Company entered into a three-year
non-prosecution
agreement ("NPA") with the USAO that included the payment of forfeiture, restitution, and a criminal fine for making false statements in connection with the sale of certain block trades from 2018 through August 2021. The NPA required the Company to admit responsibility for certain acts of its employees and to continue to cooperate with and provide certain information to the USAO for the term of the agreement. Additionally, the SEC charged the Company with violations of Section 10(b) of the Exchange Act and Rule
10b-5(b)
thereunder for the disclosure of confidential information about block trades and also violations of Section 15(g) of the Exchange Act for the failure to enforce its policies concerning the misuse of material
non-public
information related to block trades. As part of the SEC agreement, the Company paid disgorgement and a civil penalty. After the agreed-upon credits were applied, the Company paid a total amount of approximately $249 million under both settlements. The Company also faces potential civil liability arising from claims that have been or may be asserted by, among others, block transaction participants who contend they were harmed or disadvantaged including, among other things, as a result of a share price decline allegedly caused by the activities of the Company and/or its employees, or as a result of the Company's and/or its employees' failure to adhere to applicable laws and regulations. In addition, the Company has responded to demands from shareholders under Section 220 of the Delaware General Corporation Law for books and records concerning the investigations.
On September 30, 2020, the SEC entered into a settlement order with the Company settling an administrative action which relates to the Company'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 Company's equity swaps business. The order found that the Company 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 the Company willfully violated Section 200(g) of Regulation SHO. The Company consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; to pay a civil penalty of $5 million; and to comply with the undertaking enumerated in the order.
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Table of Contents
The Firm has reached agreements in principle with two regulatory agencies-the SEC for $125 million and the CFTC for $75 million- to resolve record-keeping related investigations by those agencies relating to business communications on messaging platforms that had not been approved by the Firm. The Company was one of the entities involved in these investigations, and has recognized a provision of $63 million in anticipation of concluding the settlement with the SEC. On September 27, 2022, the Firm's settlements with the SEC and the CFTC became effective.
Civil Litigation
On May 17, 2013, the plaintiff in
IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al.
filed a complaint against the Company and certain affiliates in the Supreme Court of the State of New York, New York County ("Supreme Court of NY"). The complaint alleges that defendants made material misrepresentations and omissions in the sale to the 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 the Company to the plaintiff was approximately $133 million. The complaint alleges causes of action against the Company 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 the Company's motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by the Company or sold to the plaintiff by the Company was approximately $116 million. On August 11, 2016, the Appellate Division affirmed the trial court's order denying in part the Company's motion to dismiss the complaint. On July 15, 2022, the Company filed a motion for summary judgment on all remaining claims. On March 1, 2023, the court granted in part and denied in part the Company's motion for summary judgment, narrowing the alleged misrepresentations at issue in the case. On March 26, 2024, the Appellate Division affirmed the trial court's summary judgment order. On August 27, 2024, the plaintiff notified the court that in light of the court's rulings to exclude certain evidence at trial, the plaintiff could not prove its claims at trial, and requested that the court dismiss the case, subject to its right to appeal the evidentiary rulings. On August 28, 2024, the court dismissed the case, and judgment was entered in the Company's favor. The plaintiff has filed notices of appeal.
Beginning in February of 2016, the Company was named as a defendant in multiple purported antitrust class actions now consolidated into a single proceeding in the United States District Court for the Southern District of New York ("SDNY") styled
In Re: Interest Rate Swaps Antitrust Litigation
. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. and New York state antitrust laws from 2008 through December of 2016 in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for interest rate swaps trading. Complaints were filed both on behalf of a purported class of investors who purchased interest rate swaps from defendants, as well as on behalf of three operators of swap execution facilities that allegedly were thwarted by the defendants in their efforts to develop such platforms. The consolidated complaints seek, among other relief, certification of the investor class of plaintiffs and treble damages. On July 28, 2017, the court granted in part and denied in part the defendants' motion to dismiss the complaints. On December 15, 2023, the court denied the class plaintiffs' motion for class certification. On December 29, 2023, the class plaintiffs petitioned the United States Court of Appeals for the Second Circuit for leave to appeal that decision. On February 28, 2024, the parties reached an agreement in principle to settle the class claims. On July 11, 2024, the court granted preliminary approval of the settlement.
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On August 13, 2021, the plaintiff in
Camelot Event Driven Fund, a Series of Frank Funds Trust v. Morgan Stanley
& Co. LLC, et al.
filed in the Supreme Court of NY a purported class action complaint alleging violations of the federal securities laws against ViacomCBS ("Viacom"), certain of its officers and directors, and the underwriters, including the Company, of two March 2021 Viacom offerings: a $1,700 million Viacom Class B Common Stock offering and a $1,000 million offering of 5.75% Series A Mandatory Convertible Preferred Stock (collectively, the "Offerings"). The complaint alleges, inter alia, that the Viacom offering documents for both issuances contained material misrepresentations and omissions because they did not disclose that certain of the underwriters, including the Company, had prime brokerage relationships and/or served as counterparties to certain derivative transactions with Archegos Capital Management LP ("Archegos"), a fund with significant exposure to Viacom securities across multiple prime brokers. The complaint, which seeks, among other things, unspecified compensatory damages, alleges that the offering documents contained material misrepresentations and did not adequately disclose the risks associated with Archegos's concentrated Viacom positions at the various prime brokers, including that the unwind of those positions could have a deleterious impact on the stock price of Viacom. On November 5, 2021, the complaint was amended to add allegations that defendants failed to disclose that certain underwriters, including the Company, had intended to unwind Archegos's Viacom positions while simultaneously distributing the Offerings. On February 6, 2023, the court issued a decision denying the motions to dismiss as to the Company and the other underwriters, but granted the motion to dismiss as to Viacom and the Viacom individual defendants. On February 15, 2023, the underwriters, including the Company, filed their notices of appeal of the denial of their motions to dismiss. On March 10, 2023, the plaintiff appealed the dismissal of Viacom and the individual Viacom defendants. On April 4, 2024, the Appellate Division upheld the lower court's decision as to the Company and other underwriter defendants that had prime brokerage relationships and/or served as counterparties to certain derivative transactions with Archegos, dismissed the remaining underwriters, and upheld the dismissal of Viacom and its officers and directors. On July 25, 2024, the Appellate Division denied the plaintiff's and the Company's respective motions for leave to reargue or appeal the April 4, 2024 decision. On January 4, 2024, the court granted the plaintiff's motion for class certification. On February 14, 2024, the defendants filed their notice of appeal of the court's grant of class certification.
The Company is a defendant in three antitrust class action complaints which have been consolidated into one proceeding in the United States District Court for the SDNY under the caption
City of Philadelphia, et al. v. Bank of America Corporation, et al.
Plaintiffs allege, inter alia, that the Company, along with a number of other financial institution defendants, violated U.S. antitrust laws and relevant state laws in connection with alleged efforts to artificially inflate interest rates for Variable Rate Demand Obligations ("VRDO"). Plaintiffs seek, among other relief, treble damages. The class action complaint was filed on behalf of a class of municipal issuers of VRDO for which defendants served as remarketing agent. On November 2, 2020, the court granted in part and denied in part the defendants' motion to dismiss the consolidated complaint, dismissing state law claims, but denying dismissal of the U.S. antitrust claims. On September 21, 2023, the court granted plaintiffs' motion for class certification. On October 5, 2023, defendants petitioned the United States Court of Appeals for the Second Circuit for leave to appeal that decision, which was granted on February 5, 2024.
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Table of Contents
An affiliate of the Company is engaging with the U.K. Competition and Markets Authority in connection with its investigation of suspected anti-competitive arrangements in the financial services sector, specifically regarding its activities concerning certain liquid fixed income products between 2009 and 2012. On May 24, 2023, the U.K. Competition and Markets Authority issued a Statement of Objections setting out its provisional findings that the affiliate had breached U.K. competition law by sharing competitively sensitive information in connection with gilts and gilt asset swaps between 2009 and 2012.The affiliate is contesting the provisional findings. Separately, on June 16, 2023, the affiliate and the Company, together with a number of other financial institutions, were named as defendants in a purported antitrust class action in the United States District Court for the SDNY styled
Oklahoma Firefighters Pension and Retirement System v. Deutsche Bank Aktiengesellschaft, et al.,
alleging, inter alia, that they violated U.S. antitrust laws in connection with their alleged effort to fix prices of gilts traded in the United States between 2009 and 2013. The class action complaint seeks, among other relief, certification of the class of plaintiffs and treble damages. On September 28, 2023, the defendants filed a joint motion to dismiss the complaint. On September 16, 2024, the joint motion to dismiss was granted, and the complaint was dismissed without prejudice. On October 15, 2024, the Company reached an agreement in principle to settle the U.S. litigation.
Settled Civil Litigation
On August 18, 2009, Relators Roger Hayes and C. Talbot Heppenstall, Jr., filed a qui tam action in New Jersey state court styled
State of New Jersey ex. rel. Hayes v. Bank of America Corp., et al
. The complaint, filed under seal pursuant to the New Jersey False Claims Act, alleged that the Company and several other underwriters of municipal bonds had defrauded New Jersey issuers by misrepresenting that they would achieve the best price or lowest cost of capital in connection with certain municipal bond issuances. On March 17, 2016, the court entered an order unsealing the complaint. On November 17, 2017, Relators filed an amended complaint to allege the Company mispriced certain bonds issued in twenty-three bond offerings between 2008 and 2017, having a total par amount of $6,900 million. The complaint seeks, among other relief, treble damages. On February 22, 2018, the Company moved to dismiss the amended complaint, and on July 17, 2018, the court denied the Company's motion. On October 13, 2021, following a series of voluntary and involuntary dismissals, Relators limited their claims to certain bonds issued in five offerings the Company underwrote between 2008 and 2011, having a total par amount of $3,900 million. On August 22, 2023, the Company reached an agreement in principle to settle the litigation. The final agreement became effective on January 30, 2024.
On July 15, 2010, China Development Industrial Bank ("CDIB") filed a complaint against the Company, styled
China
Development Industrial Bank v. Morgan Stanley
& Co. Incorporated et al.
, in the 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 the Company misrepresented the risks of the STACK
2006-1
CDO to CDIB, and that the Company 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.
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Table of Contents
On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against the Company 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 alleged 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 the Company at issue in the action was approximately $203 million. The complaint sought, among other things, to rescind the plaintiff's purchase of such certificates. On November 4, 2021, the Company entered into an agreement to settle the litigation.
In August of 2017, the Company was named as a defendant in a purported antitrust class action in the United States District Court for the SDNY styled
Iowa Public Employees' Retirement System et al. v. Bank of America Corporation et al.
Plaintiffs allege, inter alia, that the Company, 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. Plaintiffs' motion for class certification was referred by the District Court to a magistrate judge who, on June 30, 2022, issued a report and recommendation that the District Court certify a class. The motion for class certification and the parties' objections to the report and recommendation are pending before the District Court. On May 20, 2023, the Company reached an agreement in principle to settle the litigation. On September 11, 2024, the court granted final approval of the settlement.
Beginning on March 25, 2019, the Company was named as a defendant in a series of putative class action complaints filed in the United States District Court for the SDNY, 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 the Company's motion to dismiss. On December 15, 2019, the Company 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, the Company, 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 the Company. The Company may establish reserves from time to time in connections with such actions.
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Table of Contents
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, 2023 other than as disclosed in Note 7, "
Financial Instrument Risks
." of the Financial Statements and under Part II, Item 1A. "
Risk Factors
." in the Partnership's Quarterly Report on Form
10-Q
for the quarters ended March 31, 2024 and June 30, 2024.
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
.
For the three months ended September 30, 2024, there were subscriptions of 779.2520 Class A Redeemable Units totaling $2,132,500. Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. The Redeemable Units are purchased by accredited investors, as described in Regulation D. In determining the applicability of the exemption, the General Partner relies on the fact that the Redeemable Units are purchased by accredited investors in a private offering.
Proceeds from the sale of Redeemable Units are used in the trading of commodity interests including futures, option and forward contracts and any other interests pertaining thereto, including interest in commodity pools.
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 Z  
 (a) Total Number 
 of Redeemable 
 Units Purchased * 
Class Z
 (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
July 1, 2024 - July 31, 2024
134.3630 
$
     2,737.17 
N/A
N/A
N/A
N/A
August 1, 2024 - August 31, 2024
505.7130 
$
2,720.99 
14.8820
$
2,260.35
N/A
N/A
September 1, 2024 - September 30, 2024
472.9320 
$
2,660.96 
N/A
N/A
N/A
N/A
1,113.0080 
$
2,697.44 
14.8820
$
2,260.35
N/A
*
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 last day 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
.
The Partnership has no directors or executive officers and its affairs are managed by its General Partner. The General Partner is managed by a board of directors. During the fiscal quarter ended September 30, 2024, no officers or directors of the General Partner adopted, modified or terminated a "Rule
10b5-1
trading arrangement" (as defined in Item 408 of Regulation
S-K
of the Exchange Act).
There were no
"non-Rule
10b5-1
trading arrangements" (as defined in Item 408 of Regulation
S-K
of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended September 30, 2024 by the directors and officers of the General Partner.
36
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) (filed herewith).
32.1 Section 1350 Certification (Certification of President and Director) (filed herewith).
32.2 Section 1350 Certification (Certification of Chief Financial Officer) (filed herewith).
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

37

SIGNATURES

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

CERES TACTICAL COMMODITY L.P.

By: Ceres Managed Futures LLC
(General Partner)
By:

/s/ Patrick T. Egan

Patrick T. Egan
President and Director
Date: November 12, 2024
By:

/s/ Brooke Lambert

Brooke Lambert
Chief Financial Officer
(Principal Accounting Officer)
Date: November 12, 2024

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.

38