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EX-32.02 - CERTIFICATION - MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL LPdwstex3202.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014 or

o           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: 000-26338

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
 
 
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
13-3782231
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
       
Ceres Managed Futures LLC
   
522 Fifth Avenue
   
New York, NY
 
10036
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code
 
(855) 672-4468


(Former name, former address and former fiscal year, if changed since last report)

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 o

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

Yes x  No o

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

Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes 0  No T

As of September 30, 2014, 6,115,846.887 Limited Partnership Units were outstanding.

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
INDEX TO QUARTERLY REPORT ON FORM 10-Q

September 30, 2014


 
PART I. FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements (Unaudited)
 
     
 
Statements of Financial Condition as of September 30, 2014 and December 31, 2013
2
     
 
Condensed Schedule of Investments as of September 30, 2014
3
     
 
Condensed Schedule of Investments as of December 31, 2013
4
     
 
Statements of Income and Expenses for the Three and Nine Months Ended September 30, 2014 and 2013
5
     
 
Statements of Changes in Partners’ Capital for the Nine Months Ended September 30, 2014 and 2013
6
     
 
Notes to Financial Statements
  7-29
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30-42
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
43-50
     
Item 4.
Controls and Procedures
50-51
     
 
PART II. OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
52-69
     
Item 1A.
Risk Factors
69
     
Item 4.
Mine Safety Disclosures
69
     
Item 6.
Exhibits
69-70



 
 

 

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

 
September 30,
 
December 31,
 
2014
 
2013
ASSETS
$
 
$
       
Trading Equity:
     
Investment in Blackwater Master Fund
17,938,739
 
33,548,272
       
Unrestricted cash
81,035,887
 
  91,751,066
Restricted cash
11,468,363
 
12,312,414
       
Total cash
92,504,250
 
104,063,480
       
Net unrealized gain (loss) on open contracts
(484,164)
 
1,225,590
       
Total Trading Equity
109,958,825
 
138,837,342
       
Interest receivable
292
 
1,241
       
Total Assets
109,959,117
 
138,838,583
       
LIABILITIES AND PARTNERS’ CAPITAL
     
       
Liabilities:
     
       
Redemptions payable to Limited Partners
3,272,333
 
3,062,360
Redemptions payable to General Partner
   75,648
 
       
Total redemptions payable
3,347,981
 
3,062,360
       
Accrued brokerage fees
361,347
 
687,693
Accrued management fees
113,038
 
142,659
       
Total Liabilities
3,822,366
 
3,892,712
       
Partners’ Capital:
     
       
Limited Partners (6,115,801.887 and 8,052,816.352 Units, respectively)
104,990,592
 
133,281,088
General Partner (66,764.850 and 100,585.879 Units, respectively)
1,146,159
 
1,664,783
       
Total Partners’ Capital
106,136,751
 
134,945,871
       
Total Liabilities and Partners’ Capital
109,959,117
 
138,838,583
       
NET ASSET VALUE PER UNIT
17.17
 
           16.55



The accompanying notes are an integral part of these financial statements.


- 2 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
CONDENSED SCHEDULE OF INVESTMENTS
September 30, 2014 (Unaudited)



Futures and Forward Contracts Purchased
Net unrealized      
gain/(loss) on      
open contracts    
% of           
Partners’ Capital     
 
$                   
 
Commodity
(970,047)
(0.92)
Equity
(426,070)
(0.40)
Foreign currency
(2,379,896)
(2.24)
Interest rate
      464,166    
  0.44
     
Total Futures and Forward Contracts Purchased
  (3,311,847)
  (3.12)
     
     
Futures and Forward Contracts Sold
   
     
Commodity
2,634,198
2.48         
Equity
48,897
0.05         
Foreign currency
3,590,627
3.38         
Interest rate
          (639)
                 –  (1)               
     
Total Futures and Forward Contracts Sold
   6,273,083
  5.91
     
Unrealized Currency Loss
(3,445,400)   
  (3.25)
     
Net fair value
     (484,164)
  (0.46)      
     


(1)  Amount less than 0.005%.



 





The accompanying notes are an integral part of these financial statements.

- 3 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2013




Futures and Forward Contracts Purchased
Net unrealized
gain/(loss) on
open contracts
% of         
Partners’ Capital   
 
      $          
 
Commodity
    (204,694)
(0.15)
Equity
    3,109,753
  2.31        
Foreign currency
300,680
0.22
Interest rate
 (400,432)   
 (0.30)
     
Total Futures and Forward Contracts Purchased
   2,805,307
   2.08
     

Futures and Forward Contracts Sold
   
     
Commodity
768,610
  0.57        
Equity
22,944
  0.02        
Foreign currency
497,611
0.37
Interest rate
      578,949
  0.43        
     
Total Futures and Forward Contracts Sold
   1,868,114
   1.39
     
Unrealized Currency Loss
(3,447,831)       
  (2.56)
     
Net fair value
    1,225,590
  0.91        





















The accompanying notes are an integral part of these financial statements.



- 4 -

 
 

 


MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF INCOME AND EXPENSES
(Unaudited)

       
 
For the Three Months
Ended September  30,
 
For the Nine Months
 Ended September 30,
               
 
2014        
 
2013       
 
2014        
 
2013      
 
$             
 
$            
 
$         
 
$       
INVESTMENT INCOME
             
Interest income
2,830
 
7,956
 
14,824
 
48,276
               
EXPENSES
             
Brokerage fees
1,084,892
 
2,215,686
 
4,133,321
 
7,279,603
Management fees
338,169
 
505,693
 
1,090,314
 
1,669,570
               
Total Expenses
1,423,061
 
2,721,379
 
5,223,635
 
8,949,173
               
NET INVESTMENT LOSS
(1,420,231)
 
(2,713,423)
 
(5,208,811)
 
(8,900,897)
               
TRADING RESULTS
             
Trading profit (loss):
             
Net realized
4,321,398
 
(727,500)
 
9,216,464
 
4,171,657
Net change in unrealized
197,490
 
(2,046,097)
 
(1,709,754)
 
(2,243,436)
Net realized gain (loss) on Investment in Blackwater Master Fund
1,635,690
 
(790,802)
 
1,780,992
 
530,982
Net change in unrealized depreciation on Investment in Blackwater Master Fund
(97,422)
 
(678,759)
 
(1,091,699)
 
(2,067,057)
               
Total Trading Results
6,057,156
 
(4,243,158)
 
8,196,003
 
392,146
               
NET INCOME (LOSS)
4,636,925
 
(6,956,581)
 
2,987,192
 
(8,508,751)
               
NET INCOME (LOSS) ALLOCATION
             
               
Limited Partners
4,569,508
 
(6,880,216)
 
2,930,110
 
(8,411,098)
General Partner
67,417
 
(76,365)
 
57,082
 
(97,653)
               
NET INCOME (LOSS) PER UNIT *
             
               
Limited Partners
0.72
 
(0.76)
 
0.62
 
(0.97)
General Partner
0.72
 
(0.76)
 
0.62
 
(0.97)
               
 
Units   
 
Units    
 
Units     
 
Units   
WEIGHTED AVERAGE NUMBER
             
OF UNITS OUTSTANDING
6,571,153.914
 
9,121,585.596
 
7,223,733.848
 
9,616,842.637
               
               


* Based on change in net asset value per Unit.


The accompanying notes are an integral part of these financial statements.

- 5 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
For the Nine Months Ended September 30, 2014 and 2013
(Unaudited)



 
Units of   
           
 
Partnership 
 
Limited   
 
General    
   
 
Interest   
    
Partners  
 
Partner    
 
Total   
     
$      
 
$    
 
$      
Partners’ Capital,
             
December 31, 2013
8,153,402.231
 
133,281,088
 
1,664,783
 
134,945,871
               
Net Income
 
2,930,110
 
57,082
 
2,987,192
               
Redemptions
(1,970,835.494)
 
(31,220,606)
 
(575,706)
 
(31,796,312)
               
Partners’ Capital,
             
September 30, 2014
6,182,566.737
 
104,990,592
 
1,146,159
 
106,136,751
               
               
               
               
Partners’ Capital,
             
December 31, 2012
10,343,763.586
 
170,851,495
 
2,030,895
 
172,882,390
               
Net Loss
 
(8,411,098)
 
(97,653)
 
(8,508,751)
               
Redemptions
(1,556,001.424)
 
(25,707,904)
 
(350,019)
 
(26,057,923)
               
Partners’ Capital,
             
September 30, 2013
8,787,762.162
 
136,732,493
 
1,583,223
 
138,315,716
               















The accompanying notes are an integral part of these financial statements.



- 6 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)


The unaudited financial statements contained herein include, in the opinion of management, all adjustments necessary for a fair presentation of the financial condition and results of operations of Morgan Stanley Smith Barney Spectrum Technical L.P. (the “Partnership”).  The financial statements and condensed notes herein should be read in conjunction with the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”).

1.  Organization
Morgan Stanley Smith Barney Spectrum Technical L.P. is a Delaware limited partnership organized in 1994 to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products (collectively, "Futures Interests") (refer to Note 4. Financial Instruments).  The Partnership is one of the Morgan Stanley Spectrum series of funds, comprised of the Partnership, Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.,  Morgan Stanley Smith Barney Spectrum Strategic L.P., Morgan Stanley Smith Barney Spectrum Select L.P., and, prior, to September 30, 2014, Morgan Stanley Smith Barney Spectrum Global Balanced L.P.  (“Spectrum Global Balanced”) (collectively, the “Spectrum Series”).



- 7 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (“Ceres” or the “General Partner”) and commodity pool operator for the Partnership.  Ceres is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”).  MSSBH is wholly-owned indirectly by Morgan Stanley.  Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”).  Morgan Stanley Wealth Management is a principal subsidiary of MSSBH.

The clearing commodity broker for the Partnership is Morgan Stanley & Co. LLC (“MS&Co.”).  MS&Co. also acts as the counterparty on all trading of foreign currency forward contracts. Morgan Stanley Capital Group Inc. (“MSCG”) acts as the counterparty on all trading of options on foreign currency forward contracts. MS&Co. and MSCG are wholly-owned subsidiaries of Morgan Stanley.

The trading advisors to the Partnership are Campbell & Company, Inc. (“Campbell”), Winton Capital Management Limited (“Winton”), Aspect Capital Limited (“Aspect”), Rotella Capital Management, Inc. (“Rotella”) and Blackwater Capital Management LLC (“Blackwater”) (each individually, a "Trading Advisor", or collectively, the "Trading Advisors").



Blackwater manages the assets of the Partnership through its investment in Blackwater Master Fund L.P. (“Blackwater Master Fund”).  Ceres is a general partner to Blackwater Master Fund.




- 8 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)




Effective October 1, 2014, the flat rate brokerage fee, equal to an annual rate of 4.0% of the Partnership’s net assets, was separated into (i) a general partner administrative fee payable to the General Partner equal to an annual rate of 2.0% of the Partnership’s net assets, and (ii) an ongoing placement agent fee payable to Morgan Stanley Wealth Management equal to an annual rate of 2.0% of the Partnership’s net assets. The October 1, 2014 fee changes, in the aggregate, did not exceed the flat rate brokerage fee and, accordingly, there is no change to the aggregate fees incurred by the Partnership.














- 9 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2.  
Financial Highlights
 
Financial Highlights for the three and nine months ended September 30, 2014 and 2013 were as follows:
 
                                                           For the Three Months                                   For the Nine Months
                                    Ended September 30,

 
2014
2013
2014                
2013             
         Per Unit operating performance:
       
         Net asset value at the beginning of the period:
$    16.45
$    16.50
  $    16.55
  $    16.71
         
                     Interest Income
–  (3)                        
–  (3)                     
–  (3)                   
       0.01                   
                     Expenses
(0.22)    
(0.30)
(0.74)     
(0.94)
                     Realized/Unrealized Income (Loss) (1)
     0.94                      
     (0.46)                  
       1.36
     (0.04)                 
                     Net Income
     0.72                     
        (0.76)
       0.62
         (0.97)
         
         Net asset value, September 30:
$    17.17
$    15.74
  $    17.17
    $  15.74
         
         Ratios to average net assets:
       
                     Net Investment Loss  (2)
(5.3)%     
(7.5)%
(6.1)%
(7.5)%
                     Expenses before Incentive Fees (2)
   5.3%
7.6%   
6.2%
7.6%    
                     Expenses after Incentive Fees (2)
   5.3%
7.6%    
6.2%
7.6%    
         Total return before incentive fees
   4.4%
(4.6)%
3.7%
(5.8)%
         Total return after incentive fees
   4.4%
(4.6)%
3.7%
(5.8)%

(1)
 
Realized/Unrealized Income (Loss) is a balancing amount necessary to reconcile the change in net asset value per Unit with the other per Unit information.
 
 
(2)
 
Annualized (except for incentive fees if applicable).

(3)
 
Amount less than $0.005 per Unit.

3.  Related Party Transactions
 
The Partnership’s cash is on deposit in commodity brokerage accounts with Morgan Stanley.  Monthly, MS&Co. pays the Partnership interest income on 100% of the average daily equity maintained in cash in the Partnership’s account during each month at a rate equal to 80% of the monthly average of the 4-week

- 10 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

U.S. Treasury bill discount rate.  MS&Co. retains any interest earned in excess of the interest paid to the Partnership.  For purposes of such interest payments, net assets do not include monies due to the Partnership on Futures Interests that have not been received.  The Partnership pays brokerage fees to Morgan Stanley Wealth Management and/or its affiliates.


4.  Financial Instruments
The Partnership trades Futures Interests.  Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price.  Futures Interests are open commitments until the settlement date, at which time they are realized.  They are valued at fair value, generally on a daily basis, and the unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the Statements of Financial Condition as a net unrealized gain or loss on open contracts.  The resulting net change in unrealized gains and losses is reflected in the “Net change in unrealized” trading profit (loss) and “Net change in unrealized depreciation on Investment in Blackwater Master Fund” on open contracts from one period to the next on the Statements of Income and Expenses.  The fair value of exchange-traded futures, options and forward contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period.  The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges.  The fair value of non-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as input the spot prices,

- 11 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

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.  The fair value of an off-exchange-traded contract is based on the fair value quoted by the counterparty.  Risk arises from changes in the value of these contracts and the potential inability of counterparties to perform under the terms of the contracts.  There are numerous factors which may significantly influence the fair value of these contracts, including interest rate volatility.

The Partnership may invest in affiliated underlying funds (“Master Fund(s)”).  The Partnership records its investment in a Master Fund at fair value on the basis of the net asset value of the Master Fund as of the Partnership’s reporting date.

The fair value of an exchange-traded contract is based on the settlement price quoted by the exchange on the day with respect to which fair value is being determined.  If an exchange-traded contract could not have been liquidated on such day due to the operation of daily limits or other rules of the exchange, the settlement price will be equal to the settlement price on the first subsequent day on which the contract could be liquidated.


The Partnership’s contracts are accounted for on a trade-date basis.  The Partnership accounts for its derivative investments as described in Note 5. Derivatives and Hedging as required by the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”).  A derivative is defined as a financial instrument or other contract that has all three of the following characteristics:

1)  
a)  One or more “underlyings” and b) one or more “notional amounts” or payment provisions or both;
- 12 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2)  
Requires no initial net investment or a smaller initial net investment than would be required for other types of contracts that would be expected to have a similar response relative to changes in market factors; and
3)  
Terms that require or permit net settlement.

Generally, derivatives include futures, forward, swaps or options contracts, and other financial instruments with similar characteristics, such as caps, floors, and collars.

The net unrealized gains (losses) on open contracts, reported as a component of “Trading Equity” on the Statements of Financial Condition, and their longest contract maturities were as follows:

 
Net Unrealized Gains (Losses) on Open Contracts
Longest Maturities
Date
Exchange-Traded
Off-Exchange-Traded
Total
Exchange-Traded
Off-Exchange-Traded
 
$
$
$
   
Sep. 30, 2014
(987,638)
503,474
(484,164)
Mar. 2019
Mar. 2015
Dec. 31, 2013
   817,366
  408,224
1,225,590
Jun. 2018
Jun. 2014




 

- 13 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

In general, the risks associated with off-exchange-traded contracts are greater than those associated with exchange-traded contracts because of the greater risk of default by the counterparty to an off-exchange-traded contract.  The Partnership has credit risk associated with counterparty nonperformance.  As of the date of the financial statements, the credit risk associated with the instruments in which the Partnership trades is limited to the unrealized gain (loss) amounts reflected in the Partnership’s Statements of Financial Condition.
The net unrealized gains (losses) on open contracts are further disclosed gross by type of contract and corresponding fair value level in Note 6. Fair Value Measurements and Disclosures.

The Partnership also has credit risk because MS&Co. and/or MSCG act as the commodity futures broker, or the counterparties, with respect to most of the Partnership’s assets. Exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts are fair valued on a daily basis, with variations in value settled on a daily basis. MS&Co., which is acting as a commodity futures broker for the Partnership’s exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts, is required, pursuant to regulations of the Commodity Futures Trading Commission (“CFTC”), to segregate from its own assets, and for the sole benefit of its commodity customers, total cash  held by it with respect to exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts, including an amount equal to the net unrealized gains (losses) on all open exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts, which in the aggregate, totaled $91,516,612 and $104,880,846 at September 30, 2014 and December 31, 2013, respectively.

                                                                                                                                                                                          - 14 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


With respect to the Partnership’s off-exchange-traded forward currency contracts and forward currency options contracts, there are no daily settlements of variation in value, nor is there any requirement that an amount equal to the net unrealized gains (losses) on such contracts be segregated.  However, the Partnership is required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Partnership’s accounts with the counterparty, which is accomplished by daily maintenance of the cash balance in a custody account held at MS&Co., for the benefit of MS&Co. With respect to those off-exchange-traded forward currency contracts, the Partnership is at risk to the ability of MS&Co., the sole counterparty on all such contracts, to perform. With respect to those off-exchange-traded forward currency options contracts, the Partnership is at risk to the ability of MSCG, the sole counterparty on all such contracts, to perform.  The Partnership has a netting agreement with each counterparty.  The primary terms are based on industry standard master netting agreements. These agreements, which seek to reduce both the Partnership’s
and the counterparties’ exposure on off-exchange-traded forward currency contracts, should materially decrease the Partnership’s credit risk in the event of MS&Co.’s or MSCG’s bankruptcy or insolvency.

The General Partner monitors and attempts to control the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and, accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership may be subject. These monitoring systems generally allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics.  In addition, online monitoring systems


- 15 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)



provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

The futures, forwards and options traded by the Partnership involve varying degrees of related market risk.  Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s open positions, and consequently in its earnings, whether realized or unrealized, and cash flow.  Gains and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts are settled daily through variation margin.  Gains and losses on off-exchange-traded forward currency contracts are settled upon termination of the contract.  Gains and losses on off-exchange-traded forward currency options contracts are settled on an agreed-upon settlement date.

5.  Derivatives and Hedging
The Partnership’s objective is to profit from speculative trading in Futures Interests.  Therefore, the Trading Advisors for the Partnership will take speculative positions in Futures Interests where they feel the best profit opportunities exist for their trading strategy.  As such, the average number of contracts outstanding in absolute quantities (the total of the open long and open short positions) has been presented as a part of the




- 16 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


volume disclosure, as position direction is not an indicative factor in such volume disclosures. With regard to foreign currency forward trades, each notional quantity amount has been converted to an equivalent contract based upon an industry convention.

On January 1, 2013, the Partnership adopted Accounting Standards Update (“ASU”) 2011-11, “Disclosure about Offsetting Assets and Liabilities” and ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”.  ASU 2011-11 created a new disclosure requirement about the nature of
an entity’s rights to setoff and the related arrangements associated with its financial instruments and derivative instruments, while ASU 2013-01 clarified the types of instruments and transactions that are subject to the offsetting disclosure requirements established by ASU 2011-11.  Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective of these disclosures is to facilitate comparison between those entities that prepare their financial statements on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”) and those entities that prepare their financial statements on the basis of International Financial Reporting Standards.  The new guidance did not have a significant impact on the Partnership’s financial statements.



- 17 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


The following tables summarize the valuation of the Partnership’s investments as of September 30, 2014 and December 31, 2013, respectively.

Offsetting of Derivative Assets and Liabilities as of September 30, 2014:
 
Gross Amounts
Recognized
Gross Amounts
Offset in the  Statements of Financial
Condition
Net Amounts
Presented in the Statements of
      Financial
      Condition
 
$
$
     $
Assets
     
Futures
4,904,348
(2,220,534)
2,683,814
Forwards
   3,237,666
   (2,960,244)
     277,422
       
Total Assets
  8,142,014
  (5,180,778)
  2,961,236
       
    Liabilities
     
Futures
(2,220,534)
2,220,534
                 –      
     Forwards
 (2,960,244)
 2,960,244
                 –      
 
     
Total Liabilities
(5,180,778)
  5,180,778
                 –      
       
Unrealized currency loss
   
 (3,445,400)
       
Total net unrealized loss on
     
open contracts
   
    (484,164)






- 18 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)





Offsetting of Derivative Assets and Liabilities as of December 31, 2013:
 
Gross Amounts
Recognized
Gross Amounts
Offset in the  Statements of Financial
Condition
Net Amounts
Presented in the  Statements of
Financial
Condition
 
$
$
$
Assets
     
Futures
5,404,721
(1,139,524)
4,265,197
Forwards
    728,738
   (320,514)
     408,224
       
Total Assets
 6,133,459
(1,460,038)
 4,673,421
       
     Liabilities
     
 Futures
(1,139,524)
1,139,524
                 –      
     Forwards
       (320,514)
     320,514
                 –      
 
     
Total Liabilities
  (1,460,038)
  1,460,038
                 –      
       
Unrealized currency loss
   
(3,447,831)
       
Total net unrealized gain on
     
open contracts
   
   1,225,590










- 19 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


The effect of Trading Activities on the Statements of Financial Condition as of September 30, 2014:
Futures and Forward Contracts
Long
Unrealized
Gain
Long Unrealized
Loss
 Short
 Unrealized
Gain
  Short Unrealized
Loss
Net   Unrealized
 Gain/(Loss)
Average number of
contracts
outstanding for the nine months
 (absolute quantity)
 
$
$
$
$
$
 
Commodity
176,960
(1,147,007)
2,694,589
(60,391)
1,664,151
1,644
Equity
370,844
(796,914)
57,210
(8,313)
(377,173)
1,385
Foreign currency
195,085
(2,574,981)
3,641,053
(50,426)
1,210,731
1,467
Interest rate
1,000,985
  (536,819)
          5,288
   (5,927)
   463,527
4,407
Total
 1,743,874
(5,055,721)
   6,398,140
(125,057)
  2,961,236
 
             
Unrealized currency loss
       
 (3,445,400)
 
Total net unrealized loss on open contracts
       
    (484,164)
 


The effect of Trading Activities on the Statements of Financial Condition as of December 31, 2013:
Futures and Forward Contracts
  Long
Unrealized
 Gain
Long
Unrealized
Loss
 Short
Unrealized
Gain
  Short
Unrealized
Loss
Net   Unrealized
 Gain/(Loss)
Average number of
contracts
outstanding
for the year 
 (absolute quantity)
 
$
$
$
$
$
 
Commodity
182,135
(386,829)
893,327
(124,717)
         563,916
1,300
Equity
3,110,927
       (1,174)
28,444
(5,500)
3,132,697
1,458
Foreign currency
539,752
   (239,072)
   601,972
(104,361)
798,291
4,080
Interest rate
    152,993
     (553,425)
623,909
(44,960)
    178,517
3,501
Total
  3,985,807
  (1,180,500)
2,147,652
(279,538)
  4,673,421
 
             
Unrealized currency loss
       
 (3,447,831)
 
Total net unrealized gain on open contracts
       
    1,225,590
 

The following tables summarize the net trading results of the Partnership for the three and nine months ended September 30, 2014 and 2013, respectively.




- 20 -
 
 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

The effect of Trading Activities on the Statements of Income and Expenses for the Three and Nine Months Ended September 30, 2014, included in Total Trading Results:

 
For the Three Months
 
For the Nine Months    
 
Ended September 30, 2014
 
Ended September 30, 2014 
Type of Instrument
          $        
 
$                  
       
Commodity
1,774,859
 
(3,093,638)
Equity
(727,478)
 
4,960,237
Foreign currency
3,235,068
 
(7,928,493)
Interest rate
1,834,896
 
14,300,042
Unrealized currency loss
   (60,189)
 
      (42,145)
Total
  6,057,156
 
    8,196,003

Line items on the Statements of Income and Expenses for the Three and Nine Months Ended September 30, 2014:
 
For the Three Months
 
For the Nine Months
 
        Ended September 30, 2014
 
Ended September 30, 2014
Trading Results
          $        
 
$               
       
Net realized
4,321,398
 
9,216,464
Net change in unrealized
197,490          
 
(1,709,754)
Net realized gain on Investment in Blackwater Master Fund
 
1,635,690          
 
 
1,780,992
Net change in unrealized depreciation on Investment in Blackwater Master Fund
 
  (97,422)           
 
 
(1,091,699)
Total Trading Results
6,057,156           
 
  8,196,003
       

The effect of Trading Activities on the Statements of Income and Expenses for the Three and Nine Months Ended September 30, 2013, included in Total Trading Results:

 
For the Three Months
 
For the Nine Months
 
Ended September 30, 2013
 
Ended September 30, 2013
Type of Instrument
          $                
 
$                
       
Commodity
(5,314,618) 
 
3,735,077
Equity
3,097,955  
 
7,034,165
Foreign currency
(1,029,314) 
 
(140,780)
Interest rate
(1,010,491) 
 
(10,261,045)
Unrealized currency gain
       13,310  
 
         24,729
Total
(4,243,158)
 
       392,146



- 21 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

Line items on the Statements of Income and Expenses for the Three and Nine Months Ended September 30, 2013:
 
For the Three Months
 
For the Nine Months
 
Ended September 30, 2013
 
Ended September 30, 2013
Trading Results
          $       
 
$               
       
Net realized
(727,500)
 
4,171,657
Net change in unrealized
(2,046,097)
 
(2,243,436)
Net realized gain (loss) on Investment in Blackwater Master Fund
 
(790,802)
 
 
530,982
Net change in unrealized depreciation on Investment in Blackwater Master Fund
 
   (678,759)
 
 
(2,067,057)
Total Trading Results
(4,243,158)
 
     392,146
       

6.  Fair Value Measurements and Disclosures
Financial instruments are carried at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  Assets and liabilities carried at fair value are classified and disclosed in the following three levels: Level 1 - unadjusted quoted market prices in active markets for identical assets and liabilities; Level 2 - inputs other than unadjusted quoted market prices that are observable for the asset or liability, either directly or indirectly (including unadjusted quoted market prices for similar investments, interest rates and credit risk); and Level 3 - unobservable inputs for the asset or liability (including the Partnership’s own assumptions used in determining the fair value of investments).

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is

- 22 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

significant to the fair value measurement.  The Partnership’s assessment of the significance of a particular
input to the fair value measurement in its entirety requires judgment, and consideration of factors specific to the investment.



The Partnership’s assets and liabilities measured at fair value on a recurring basis are summarized in the following tables by the type of inputs applicable to the fair value measurements.
 
 
September 30, 2014
Unadjusted Quoted Prices in Active
Markets for Identical Assets/Liabilities
(Level 1)
Significant
 Other
 Observable
Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)
 
Total
 
$
$
$
 
$
Assets
         
Investment in Blackwater Master Fund
         –              
17,938,739
n/a
 
17,938,739
Futures
4,904,348
         –              
n/a
 
4,904,348
Forwards
     220,654
  3,017,012
n/a
 
   3,237,666
           
  Total Assets
  5,125,002
  20,955,751
n/a
 
26,080,753
           
  Liabilities
         
Futures
2,220,534
         –              
n/a
 
2,220,534
  Forwards
     446,706
   2,513,538
n/a
 
  2,960,244
           
  Total Liabilities
 2,667,240
  2,513,538
n/a
 
  5,180,778
           
Unrealized currency loss
       
(3,445,400)
           
  *Net fair value
  2,457,762
18,442,213
n/a
 
17,454,575






- 23 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)




 
 
 
 
 
December 31, 2013
Unadjusted
Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
(Level 1)
 
 
     Significant    
    Observable   
   Inputs     
      (Level 2)                            
 
 
Significant
Unobservable
Inputs
(Level 3)
 
 
 
 
 
 
      Total         
 
$         
        $                      
$
 
$            
Assets
         
Investment in Blackwater Master Fund
         –              
33,548,272
n/a
 
33,548,272
Futures
5,404,721
         –              
n/a
 
5,404,721
Forwards
                –               
      728,738
n/a
 
   728,738
           
Total Assets
   5,404,721
   34,277,010
n/a
 
39,681,731
           
Liabilities
         
Futures
1,139,524
         –            
n/a
 
1,139,524
Forwards
         –                 
     320,514
n/a
 
    320,514
           
Total Liabilities
  1,139,524
     320,514
n/a
 
   1,460,038
           
Unrealized currency loss
       
 (3,447,831)
           
*Net fair value
  4,265,197
  33,956,496
n/a
 
  34,773,862



* This amount comprises the “Net unrealized gain (loss) on open contracts” and “Investment in Blackwater Master Fund” on the Statements of Financial Condition.

During the period from January 1, 2014 to September 30, 2014, and the twelve months ended December 31, 2013, there were no Level 3 assets and liabilities and there were no transfers of assets or liabilities between Level 1 and Level 2.

Investment in Blackwater Master Fund
On December 1, 2011, the Partnership invested a portion of its assets in Blackwater Master Fund, a limited partnership organized under the partnership laws of the State of Delaware.  Blackwater Master Fund was formed to permit accounts managed now or in the future by Blackwater using the Global Program, a proprietary, systematic trading program, to invest together in one trading vehicle. Ceres is also the general partner for

- 24 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


Blackwater Master Fund.   Individual and pooled accounts currently managed by Blackwater, including the Partnership, are permitted to be limited partners of Blackwater Master Fund.  The General Partner and Blackwater believe that trading through this structure should promote efficiency and economy in the trading process.

Summarized information reflecting the total assets, liabilities and capital of Blackwater Master Fund as of September 30, 2014 and December 31, 2013, is shown in the following tables.
                                                             September 30, 2014                                                      

 
Total Assets    
Total Liabilities   
 Total Capital      
Blackwater Master Fund
$27,337,271
$370,501
$26,966,770

                                                             December  31, 2013                                                      

 
Total Assets    
Total Liabilities  
 Total Capital      
Blackwater Master Fund
$63,936,601
$610,828
$63,325,773

Summarized information for the Partnership’s investment in, as of September 30, 2014 and December 31, 2013, and the operations of, Blackwater Master Fund for the three and nine months ended September 30, 2014 and 2013, is shown in the following tables:
 
                                                  September 30, 2014                                                                                                          December 31, 2013
 
  % of
Partnership
 Net Assets
Fair
Value
  % of
Partnership
 Net Assets
Fair
Value
%
$
%
$
16.9
17,938,739
24.9
33,548,272
       

                                For the three months ended September 30, 2014                                                                                                                                                   For the nine months ended September 30, 2014
 Partnership’s
 pro rata
Net Income
Investment
Objective
   Redemption          
 Permitted
 Partnership’s
 pro rata
Net Income
Investment
Objective
   Redemption         
 Permitted
$
   
$
   
1,538,268               
Commodity                             
Monthly                               
689,293
Commodity                          
Monthly                         
 
Portfolio                              
   
Portfolio                         
 



- 25 -

 
 

 

MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


                                         For the three months ended September 30, 2013                                                                                                                                         For the nine months ended September 30, 2013
 Partnership’s
 pro rata
Net Loss
Investment
Objective
   Redemption       
 Permitted
 Partnership’s
 pro rata
Net Income
Investment
Objective
   Redemption         
 Permitted
$
   
$
   
(1,140,985)
Commodity                              
Monthly                                
(1,536,076)
Commodity                          
Monthly                          
 
Portfolio                              
   
Portfolio                         
 


Blackwater Master Fund does not pay any management or incentive fees related to the Partnership’s investment in the fund.  These fees are accrued and paid by the Partnership.  The Partnership reimburses Blackwater Master Fund for all brokerage related fees borne by Blackwater Master Fund on behalf of the Partnership’s investment.

As of September 30, 2014 and December 31, 2013, the Partnership owned approximately 66.5% and 53.0%, respectively, of Blackwater Master Fund.  It is the Partnership’s intention to continue to invest in Blackwater Master Fund.  The performance of the Partnership is directly affected by the performance of Blackwater Master Fund.

The tables below represent summarized income statement information for Blackwater Master Fund for the three and nine months ended September 30, 2014 and 2013, to meet the requirements of Regulation S-X rule 3-09:

For the Three Months
Ended September 30, 2014
  Investment
Income
Net
 Investment Loss
Total
Trading Results
 
Net
Income
 
$
$
$
$
     Blackwater Master Fund
806                                     
(14,963)                                 
2,462,046                                    
2,447,083                                


- 26 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)


For the Nine Months
Ended September 30, 2014
  Investment
Income
Net
 Investment Loss
Total
Trading Results
 
Net
Income
 
$
$
$
$
       Blackwater Master Fund
6,275                                  
(62,309)                                 
732,472                                       
670,163                                    

For the Three Months
Ended September 30, 2013
  Investment
Income
Net
 Investment Loss
Total
Trading Results
 
Net
Loss
 
$
$
$
$
     Blackwater Master Fund
3,515                                    
(20,014)                                
(2,708,600)                                  
(2,728,614)                                 



 
For the Nine Months
Ended September 30, 2013
  Investment
Income
Net
 Investment Loss
Total
Trading Results
 
Net
Loss
 
$
$
$
$
      Blackwater Master Fund
20,382                                
(79,090)                                
(2,792,564)                                 
(2,871,654)                                   

7.  Investment Company Status
Effective January 1, 2014, the Partnership adopted ASU 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements.” ASU 2013-08 changes the approach to the investment company assessment, requires non-controlling ownership interests in other investment companies to be measured at fair value, and requires additional disclosures about the investment company’s status as an investment company.   ASU 2013-08 is effective for interim
and annual reporting periods beginning after December 15, 2013.  The adoption of this ASU did not have a material impact on the Partnership’s financial statements.  Based on management’s assessment, the Partnership has been deemed to be an investment company since inception.  It has all of the fundamental and typical characteristics of an investment company.  

- 27 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8.  Restricted and Unrestricted Cash
As reflected on the Partnership’s Statements of Financial Condition, restricted cash equals the cash portion of assets on deposit to meet margin requirements plus the cash required to offset unrealized losses on foreign currency forwards and options contracts and offset unrealized losses only on the offsetting London Metal Exchange positions.  All of these amounts are maintained separately.  Cash that is not classified as restricted cash is therefore classified as unrestricted cash.

9.  Income Taxes
No provision for income taxes has been made in the accompanying financial statements, as partners are individually responsible for reporting income or loss based upon their respective share of the Partnership’s revenues and expenses for income tax purposes. The Partnership files U.S. federal and state tax returns.

The guidance issued by the FASB on income taxes clarifies the accounting for uncertainty in income taxes recognized in the Partnership's financial statements, and prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken.The Partnership has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements as of September 30, 2014 and December 31, 2013.  If applicable, the Partnership recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in other expenses in the Statements of Income and Expenses.  Generally, the 2011 through 2013 tax years

- 28 -
 
 
 

 
MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)


remain subject to examination by U.S. federal and most state tax authorities.  No income tax returns are currently under examination.

10.  Subsequent Events
Management of Ceres performed its evaluation of subsequent events through the date of filing and has determined that there were no subsequent events requiring adjustment of or disclosure in the financial statements.

 











-  29 -
 
 
 

 
Item 2.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


As of September 30, 2014, the percentage of assets allocated to each market sector was approximately as follows:  Interest Rate  21.30%; Currency 30.55%; Equity 28.49%; and Commodity 19.66%.

Liquidity.  The Partnership deposits its assets with MS&Co. as its clearing commodity broker in separate futures, forward and options trading accounts established for each Trading Advisor.  Such assets are used as margin to engage in trading and may be used as margin solely for the Partnership’s trading. The assets are held either in non-interest bearing bank accounts or in securities and instruments permitted by the CFTC for investment of customer segregated or secured funds.  Since the Partnership’s sole purpose is to trade in futures, forwards and options, it is expected that the Partnership will continue to own such liquid assets for margin purposes.

The Partnership’s investment in futures, forwards and options may, from time to time, be illiquid.  Most U.S. futures exchanges limit fluctuations in prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.”  Trades may not be executed at prices beyond the daily limit.  If the price for a particular futures or options contract has increased or decreased by an amount equal to the daily limit, positions in that futures or options 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 from promptly liquidating its futures or options contracts and result in restrictions on redemptions.

- 30 -
 
 
 

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

There are no known material trends, demands, commitments, events, or uncertainties at the present time that are reasonably likely to result in the Partnership’s liquidity increasing or decreasing in any material way.

As of September 30, 2014, approximately 74.71% of the Partnership’s total investment exposure is futures contracts which are exchange-traded while approximately 25.29% is forward contracts which are off-exchange traded.

Capital Resources.  The Partnership does not have, nor does it expect to have, any capital assets.  Redemptions of units of limited partnership interest (“Unit(s)”) in the future will affect the amount of funds available for investments in futures, forwards and options in subsequent periods.  It is not possible to estimate the amount, and therefore the impact, of future outflows of Units.

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.

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

Results of Operations
General.  The Partnership’s results depend on the Trading Advisors and the ability of each Trading Advisor’s trading program to take advantage of price movements in the futures, forward and options markets.

Aspect trades the allocated portion of the Partnership’s assets in accordance with its Diversified Program, a proprietary, systematic trading system.  The Diversified Program is a proprietary, systematic global futures trading program.  Its goal is the generation of significant long-term capital growth independent of stock and bond market returns.  This program continuously monitors price movements in a wide range of global financial, currency and commodity markets, searching for profit opportunities over periods ranging from a few hours to several months.

Aspect has designed the Diversified Program to have broad market diversification (subject to liquidity constraints).  Aspect’s quantitative resources are sufficient to enable it to design and implement a broadly diversified portfolio with a significant allocation to numerous different markets.

Aspect’s Diversified Program trades in over 100 markets in the seven major sectors:  currencies, energy, metals, stock indices, bonds, agricultural commodities and interest rates implementing momentum

- 32 -
 
 
 

 
strategies.  Aspect is constantly examining new liquid and uncorrelated markets to incorporate in the program with the aim of improving its reward/risk ratio and capacity.  Aspect has no market or sector preferences, believing that, allowing for liquidity effects, equal profitability can be achieved in the long-term in all markets.  The key factors in determining the asset allocation are correlation and liquidity.  Correlations are analyzed at the sector, sub-sector, economic block and market levels to design a portfolio which is highly diversified.

Blackwater trades its Global Program on behalf of the Partnership.  Blackwater utilizes medium and long- term, systematic technical models to trade global futures and foreign exchange markets.  The models are designed to establish positions when market behavior exhibits a high probability of an emerging sustained move.  Blackwater seeks to aggressively protect open equity after profit targets have been reached, limiting sharp reversals and drawdowns.  It incorporates strict money management techniques based on individual market, sector and portfolio levels in order to reduce volatility.

Campbell trades the allocated portion of the Partnership’s assets in accordance with its Financial, Metal Energy Large Portfolio, a proprietary, systematic trading program.  Campbell’s trading models are designed to detect and exploit medium-term to long-term price changes, while also applying risk management and portfolio management principles.




- 33 -
 
 
 

 
Campbell believes that utilizing multiple trading models provides an important level of diversification, and is most beneficial when multiple contracts of each market are traded.  Every trading model may not trade every market.  It is possible that one trading model may signal a long position while another trading model signals a short position in the same market.  It is Campbell’s intention to offset those signals to reduce unnecessary trading, but if the signals are not simultaneous, both trades will be taken and since it is unlikely that both positions would prove profitable, in retrospect, one or both trades will appear to have been unnecessary.  It is Campbell’s policy to follow trades signaled by each trading model independently of the other models.

 
Rotella trades the assets allocated to it by the Partnership pursuant to its Standard Leverage Program.  The primary objective of Rotella’s Standard Leverage Program is to capitalize on intermediate to long-term price trends in global markets through the use of statistically-based trading strategies. Rotella’s investment approach is best defined as systematic tactical trading. The strategy employs an intermediate to long-term holding period where the average trade duration is more than ten trading days and less than forty trading days and portfolio turnover is expected to range from one-thousand to three-thousand round-turn contracts per year per million dollars invested. The strategy attempts to participate in intermediate to long-term market trends through the use of an array of sophisticated quantitative models.
 

Winton trades the Partnership’s assets in accordance with its Diversified Program, a proprietary, systematic trading system.  The Diversified Program trades approximately 95 futures and forward contracts on U.S. and non-U.S. exchanges and markets.

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Winton employs a fully systematic, computerized, technical, trend-following trading system developed by its principals.  This system tracks the daily price movements from these markets around the world, and carries out certain computations to determine each day how long or short the portfolio should be in an attempt to maximize profit within a certain range of risk.  If rising prices in a particular market are anticipated, a long position will be established in that market; if prices in a particular market are expected to fall, a short position in that market will be established.

The following chart sets forth the percentage and the amount of the Partnership’s net assets allocated to each Trading Advisor for the periods ending September 30, 2014 and June 30, 2014, respectively, and the change during the applicable period.
 
Trading Advisor
Allocations as of
 September 30,     
      2014 (%)        
Allocations as of June 30,      
2014(%)         
Allocations as of
 September 30,
2014 ($)
  Allocations as of
June 30,    
2014 ($)   
Change
during the
period (%)
           
Aspect
24.07
24.15
25,552,587
26,831,146
(4.77)
Blackwater
16.84
17.47
17,868,719
19,412,802
(7.95)
Rotella
23.06
26.05
24,473,282
28,938,117
               (15.43)
Winton
26.71
25.41
28,354,559
28,222,599
        0.47
Campbell
9.32
6.92
9,887,604
7,683,364
28.69

The following presents a summary of the Partnership’s operations for the three and nine months ended September 30, 2014 and 2013, and a general discussion of its trading activities during each period.  It is important to note, however, that the Trading Advisors trade in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisors or will be profitable in the future.  Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisors’ trading activities on behalf of the Partnership during the period in question.  Past performance is no guarantee of future results.

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The Partnership’s results of operations set forth in the financial statements on pages 2 through 29 of this report are prepared in accordance with U.S. GAAP, which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts the Partnership trades are accounted for on a trade-date basis and marked to market on a daily basis.  The difference between their original contract value and market value is recorded on the Statements of Income and Expenses as “Net change in unrealized trading profit (loss)” and “Unrealized depreciation on Investment in Blackwater Master Fund” for open contracts, and recorded as “Net realized trading profit (loss)” and “Realized gain (loss) on Investment in Blackwater Master Fund” when open positions are closed out.  The sum of these amounts constitutes the Partnership’s trading results.  The market value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day.  The value of a foreign currency forward contract is based on the spot rate as of approximately 3:00 P.M. (E.T.), the close of the business day.  Interest income, as well as management fees, incentive fees and brokerage fees, of the Partnership are recorded on an accrual basis.  The Partnership records its investment in Blackwater Master Fund at fair value on the basis of the net asset value of such investments.

Management of Ceres believes that, based on the nature of the operations of the Partnership, no assumptions relating to the application of critical accounting policies other than those presently used could reasonably affect reported amounts.



For the Three and Nine Months Ended September 30, 2014
The Partnership recorded total trading results including interest income totaling $6,059,986 and expenses

- 36 -
 
 
 

 
totaling $1,423,061, resulting in net income of $4,636,925 for the three months ended September 30, 2014.  The Partnership’s net asset value per Unit increased from $16.45 at June 30, 2014 to $17.17 at September 30, 2014.

During the third quarter, the Partnership posted a gain in Net asset value per Unit as profits in the currency, global interest rate, agricultural, and metals sectors more than offset losses in the energy and global stock index markets.  The most significant gains were achieved within the currency sector, primarily during September, from short positions in the euro and Japanese yen versus the U.S. dollar.  The value of the U.S. dollar advanced as the U.S. employment rate fell to its lowest level since 2008 and the economy added more jobs than forecast, bolstering the case for the U.S. Federal Reserve to raise interest rates next year.  Additional gains in this sector were recorded from positions in the Swiss franc, Danish krone, and Czech koruna. Within the global interest rate sector, gains were experienced primarily during August from long positions in European fixed income futures as prices advanced after reports showed euro-area manufacturing output expanded less than expected during July, boosting speculation the European Central Bank would increase stimulus measures.  Within the agricultural sector, gains were recorded primarily during July and September from short positions in wheat futures as prices dropped to the lowest level in four years on speculation that rising global production will curb exports from the U.S. Additional gains in this sector were recorded from futures positions in sugar and corn.  Within the metals sector, gains were achieved primarily during July and September from short positions in gold and silver futures as prices declined on speculation that the U.S. Federal Reserve will raise U.S. interest rates sooner than forecast, crimping demand for the precious metals.  A portion of the Partnership’s gains for the quarter was offset by losses experienced within

- 37 -
 
 
 

 
the energy sector, primarily during July, from long futures positions in crude oil and its related products as prices declined after an industry report showed crude stockpiles increased in the U.S.  Within the global stock index sector, losses were incurred during September from long positions in U.S. equity index futures as prices declined amid concern over economic growth in Europe and geopolitical turmoil as the U.S. Federal Reserve prepares to end its bond-buying program.

The Partnership recorded total trading results including interest income totaling $8,210,827 and expenses totaling $5,223,635, resulting in net income of $2,987,192 for the nine months ended September 30, 2014.  The Partnership’s net asset value per Unit increased from $16.55 at December 31, 2013 to $17.17 at September 30, 2014.

During the first nine months of the year, the Partnership posted a gain in Net Asset Value per Unit as profits in the global interest rate, currency, and agricultural sectors more than offset losses in the metals, energy, and global stock index sectors. The most significant gains were recorded within the global interest rate sector, primarily during August, from long positions in European fixed income futures as prices advanced after reports showed euro-area manufacturing output expanded less than expected during July, boosting speculation the European Central Bank would increase stimulus measures.  Within the currency sector, gains were experienced during September from short positions in the euro and Japanese yen versus the U.S. dollar.  The value of the U.S. dollar advanced as the U.S. employment rate fell to its lowest level since 2008 and the economy added more jobs than forecast, bolstering the case for the U.S. Federal Reserve to raise interest rates next year.  Additional gains in this sector were recorded from positions in the Swiss franc, Canadian

- 38 -
 
 
 

 
dollar, and Brazilian real. Within the agricultural sector, gains were experienced during September from short positions in wheat futures as prices dropped to the lowest level in four years on speculation that rising global production will curb exports from the U.S.  Additional gains were recorded from long positions in livestock futures as prices trended higher throughout a majority of the first half of the year.  A portion of the Partnership’s gains during the first nine months of the year was offset by trading losses within the metals sector, primarily during January and February, from short positions in gold futures as prices moved higher after geo-political turmoil and concern over the strength of the U.S. economy increased demand for the precious metal. Within the energy sector, losses were incurred during March from long positions in crude oil and its related products as prices declined in the first half of the month on speculation that U.S. inventories climbed higher.  Additional losses in this sector were recorded during July from long futures positions in crude oil and its related products as prices declined after an industry report showed crude stockpiles increased in the U.S.  Within the global stock index sector, losses were recorded during January from long positions in European and Pacific Rim equity index futures as prices declined amid growing concern the global economic recovery is faltering.

For the Three and Nine Months Ended September 30, 2013
The Partnership recorded total trading results including interest income totaling $(4,235,202) and expenses totaling $2,721,379, resulting in a net loss of $6,956,581 for the three months ended September 30, 2013.
The Partnership’s net asset value per Unit decreased from $16.50 at June 30, 2013 to $15.74 at September 30, 2013.


- 39 -
 
 
 

 
During the third quarter, the Partnership posted a loss in net asset value as trading losses in metals, energies, currencies, and global interest rates more than offset gains from trading global stock indices.  Trading results from the agricultural sector were relatively flat for the quarter and had no material impact on the Partnership’s  performance.  The most significant losses were incurred within the metals sector, primarily during August, from short industrial and precious metals futures positions. Improving economic data from China pushed industrial metals prices higher, while weaker U.S. economic data sent precious metals prices higher.   In the energy sector, losses were experienced during September from long positions in gasoil, gasoline, and crude oil futures as prices declined amid concern a potential shutdown of the U.S. government may reduce demand in the world’s largest oil consumer.  Within the currency markets, losses were incurred primarily during July from short positions in the Canadian dollar versus the U.S. as the value of the Canadian dollar advanced after signs of a recovery in the U.S. added to speculation the Bank of Canada will consider tightening monetary policy before the end of next year.  Within the global interest rate sector, losses were incurred primarily during September from short positions in European bond futures as prices advanced after European Central Bank President Mario Draghi said he would consider additional stimulus measures into the banking system to stop borrowing
costs from rising.  A portion of the Partnership’s losses for the quarter was offset by gains achieved within the global stock index sector during July and September from long positions in U.S., European, and Asian equity index futures as prices advanced amid optimism central banks will maintain loose monetary policies to boost economic growth.



- 40 -
 
 
 

 

The Partnership recorded total trading results including interest income totaling $440,422 and expenses totaling $8,949,173, resulting in a net loss of $8,508,751 for the nine months ended September 30, 2013.  The Partnership’s net asset value per Unit decreased from $16.71 at December 31, 2012 to $15.74 at September 30, 2013.

During the first nine months of the year, the Partnership posted a loss in net asset value as losses from trading global interest rate futures, energies, and currencies more than offset gains from trading global stock indices, metals, and agriculturals. The most significant losses were incurred within the global interest rate sector primarily during May from long positions in U.S. and European fixed income futures as prices reversed lower following a positive U.S. employment report and a rise in German sentiment. Additional losses in this sector were recorded during January from long positions in U.S. and European fixed income futures as prices fell amid positive economic reports. In the energy sector, losses were incurred during February due primarily to long positions in crude oil futures as prices fell on reports of an increase in U.S. stockpiles.  Additional losses in the energy sector were recorded during September from long positions in gasoil, gasoline, and crude oil futures as prices declined amid concern a potential shutdown of the U.S. government may reduce demand in the world’s largest oil consumer.  Within the currency sector, losses were incurred during June from short positions in the Japanese yen versus the U.S. dollar as the value of the yen rose on speculation the Bank of Japan may limit its monetary stimulus program to a two-year period. Meanwhile, long positions in the Swiss franc, euro, and British pound recorded losses as the value of these European currencies moved lower relative to the U.S. dollar during

- 41 -
 
 
 

 
the latter half of June on concern of weakness in European economies. A portion of the Partnership’s losses for the first nine months of the year was offset by gains achieved within the global stock index sector, primarily during January, from long positions in U.S., Pacific Rim, and European equity index futures as prices moved higher after German business confidence improved, economic reports in the U.S. and China beat estimates, and a weaker yen boosted Japan’s exports.   These gains were further supplemented by profits from long positions in stock index futures during March, April, May, and September.  Gains were also achieved within the agricultural complex, primarily during February, from short positions in wheat futures as prices declined as snowstorms in the Great Plains eased drought concerns for the U.S. crop.  Additional gains in this sector were recorded from short positions in sugar futures as prices moved lower on forecasts of large crop yields in Brazil and Thailand. Within the metals sector, gains were achieved primarily during April, from short positions in gold and silver futures as precious metals prices fell sharply at mid-month on fears Cyprus and other crisis-hit countries may be forced to sell their gold reserves. Profits from short gold futures positions were also recorded during June.  Meanwhile, additional gains during April were recorded from short positions in copper futures as prices fell on speculation of reduced demand from China following the release of lower than expected GDP figures in that nation.






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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction
The Partnership is a commodity pool engaged primarily in the speculative trading of futures, forwards and options.  The market-sensitive instruments held by the Partnership are acquired for speculative trading purposes only and, as a result, all or substantially all of the Partnership’s assets are at risk of trading loss.  Unlike an operating company, the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership.

The futures, forwards and options on such contracts traded by the Partnership involve varying degrees of related market risk.  Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s open positions, and consequently in its earnings, whether realized or unrealized, and cash flow.  Gains and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts are settled daily through variation margin.  Gains and losses on off-exchange-traded forward currency contracts and forward currency options contracts are settled upon termination of the contract.  Gains and losses on off-exchange-traded forward currency options contracts are settled on an agreed-upon settlement date.

The Partnership’s total market risk may increase or decrease as it is influenced by a wide variety of factors, including, but not limited to, the diversification among the Partnership’s open positions, the volatility present within the markets, and the liquidity of the markets.

- 43 -
 
 
 

 
The face value of the market sector instruments held by the Partnership is typically many times the applicable margin requirements.  Margin requirements generally range between 2% and 15% of contract face value.  Additionally, the use of leverage causes the face value of the market sector instruments held by the Partnership typically to be many times the total capitalization of the Partnership.

The Partnership’s past performance is no guarantee of its future results.  Any attempt to numerically quantify the Partnership’s market risk is limited by the uncertainty of its speculative trading.  The Partnership’s speculative trading and use of leverage may cause future losses and volatility (i.e., “risk of
ruin”) that far exceed the Partnership’s experience to date as discussed under the “Partnership’s Value at Risk in Different Market Sectors” section and significantly exceed the Value at Risk (“VaR”) tables disclosed.

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

Quantifying the Partnership’s Trading Value at Risk
The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act 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.

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

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

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


Exchange maintenance margin requirements have been used by the Partnership as the measure of its VaR.  Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% - 99% of any one-day interval.

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Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to VaR.

The Partnership’s Value at Risk in Different Market Sectors
The following tables indicate the trading VaR associated with the Partnership’s open positions by market category as of September 30, 2014 and December 31, 2013, and the highest, lowest and average values during the three months ended September 30, 2014, and for the twelve months ended December 31, 2013.  All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.  There has been no material change in the trading VaR information previously disclosed in the Form 10-K.


As of September 30, 2014, the Partnership’s total capitalization was approximately $106 million.

                                                                   September 30, 2014

Primary Market
 
% of Total
Risk Category
VaR
Capitalization
     
Currency
$5,236,939
4.93%
     
Interest Rate
3,651,031
3.44%
     
Equity
4,883,558
4.60%
     
Commodity
   3,372,321
  3.18%
     
Total
$17,143,849
16.15%





- 46 -
 
 
 

 
                                                             Three Months Ended September 30, 2014
Market Sector
High VaR
 
Low VaR
 
Average VaR*
 
Currency
 $7,362,142
$5,236,939
$5,982,106
Interest Rate
$5,070,995     
$3,494,202
$4,305,253
Equity
$6,645,129        
$3,606,526
$5,052,233  
Commodity
$4,122,521        
  $2,784,588
$3,310,944
* Average month-end VaR.

As of December 31, 2013, the Partnership’s total capitalization was approximately $135 million.
December 31, 2013
Primary Market
 
% of
Risk Category
VaR
Total Capitalization
     
Currency
$6,595,637
4.89%
     
Interest Rate
3,872,988  
2.87%
     
Equity
6,692,917
4.96%
     
Commodity
   5,281,147
  3.91%
     
Total
$22,442,689
16.63%   


                                                                   Twelve Months Ended December 31, 2013
Market Sector
High VaR
 
Low VaR
 
Average VaR*
 
Currency
$10,606,722
$3,793,904
$5,957,892
Interest Rate
$7,562,295       
$1,591,824
$3,613,710 
Equity
$8,913,469          
 $2,757,793
$6,394,211  
Commodity
$7,967,865          
  $4,119,859
$5,418,779
*Average month-end VaR.
     
- 47 -
 
 
 

 
Limitations on Value at Risk as an Assessment of Market Risk
VaR models permit estimation of a portfolio’s aggregate market risk exposure, incorporating a range of varied market risks, reflect risk reduction due to portfolio diversification or hedging activities, and can cover a wide range of portfolio assets. However, VaR risk measures should be viewed in light of the methodology’s limitations, which include, but may not be limited to, the following:
·  
past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements;
·  
changes in portfolio value caused by market movements may differ from those of the VaR model;
·  
VaR results reflect past market fluctuations applied to current trading positions while future risk depends on future positions;
·  
VaR using a one-day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and
·  
the historical market risk factor data used for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements.

Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash balances not needed for margin.  These balances and any market risk they may represent are immaterial.

A decline in short-term interest rates would result in a decline in the Partnership’s cash management income. This cash flow risk is not considered to be material.

- 48 -
 
 
 

 
Materiality, as used throughout this section, is based on an assessment of reasonably possible market movements and any associated potential losses, taking into account the leverage, optionality, and multiplier features of the Partnership’s market-sensitive instruments, in relation to the Partnership’s net assets.

Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership’s market risk exposures - except for (A) those disclosures that are statements of historical fact and (B) the descriptions of how the Partnership manages its primary market risk exposures - constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Partnership’s primary market risk exposures, as well as the strategies used and to be used by Ceres and the Trading Advisors for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies.  Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation, and many other factors could result in material losses, as well as in material changes to the risk exposures and the risk management strategies of the Partnership.  Investors must be prepared to lose all or substantially all of their investment in the Partnership.

Qualitative Disclosures Regarding Means of Managing Risk Exposure
The Partnership and the Trading Advisors, separately, attempt to manage the risk of the Partnership’s open

- 49 -
 
 
 

 
positions in essentially the same manner in all market categories traded. Ceres attempts to manage market exposure by diversifying the Partnership’s assets among different market sectors and trading approaches through the selection of the commodity trading advisors and by daily monitoring of their performance.  In addition, the Trading Advisors establish diversification guidelines, often set in terms of the maximum margin to be committed to positions in any one market sector or market-sensitive instrument.

Ceres monitors and controls the risk of the Partnership’s non-trading instrument, cash. Cash is the only Partnership investment directed by Ceres, rather than the Trading Advisors.

Item 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of the management of Ceres, Ceres’ Director (Ceres’ principal executive officer) and Chief Financial Officer (Ceres’ principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2014.  The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that information the Partnership is required to disclose in the reports that the Partnership files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the applicable rules and forms.  Based on this evaluation, the Director and Chief Financial Officer of Ceres have concluded that the disclosure controls and procedures of the Partnership were effective at September 30, 2014.

- 50 -
 
 
 

 
Changes in Internal Control over Financial Reporting
There have been no changes during the period covered by this quarterly report in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect the Partnership’s internal control over financial reporting.


Limitations on the Effectiveness of Controls

Any control system, no matter how well designed and operated, can provide reasonable (not absolute) assurance that its objectives will be met.  Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.












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PART II.  OTHER INFORMATION



Item 1.  LEGAL PROCEEDINGS
There are no material legal proceedings pending against the Partnership nor the General Partner.

The following information supplements and amends the discussion set forth under Part I, Item 3, “Legal Proceedings” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as updated by the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014.

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. is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company.  Morgan Stanley files periodic reports with the Securities and Exchange Commission (the “SEC”) as required by the Exchange Act, which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co.  As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations.  As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2013, 2012, 2011, 2010, and 2009.

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

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

On May 7, 2009, MS&Co. was named as a defendant in a purported class action lawsuit brought under Sections 11, 12 and 15 of the Securities Act of 1933, as amended, which is now styled In re Morgan Stanley Mortgage Pass-Through Certificates Litigation and is pending in the United States District Court for the Southern District of New York (“SDNY”).  The third amended complaint, filed on September 30, 2011, alleges, among other things, that the registration statements and offering documents related to the offerings of certain mortgage pass-through certificates in 2006 contained false and misleading information concerning the pools of residential loans that backed these securitizations. The plaintiffs seek, among other

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relief, class certification, unspecified compensatory and rescissionary damages, costs, interest and fees. On July 22, 2014, the parties reached an agreement in principle to settle the litigation. The settlement is subject to approval by the court, which has set a final approval hearing for December 18, 2014.

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and an affiliate and other defendants in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al.  The amended complaint, filed on September 28, 2010, alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On October 18, 2010, defendants filed a motion to dismiss the action. By orders dated June 23, 2011 and July 18, 2011, the court denied defendants’ omnibus motion to dismiss plaintiff’s amended complaint and on August 15, 2011, the court denied MS&Co.’s individual motion to dismiss the amended complaint.  At June 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $54 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss for this action up to the difference between the $54 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co. and/or its affiliates, or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. and/or its affiliates may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.
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On March 15, 2010, the Federal Home Loan Bank of San Francisco filed two complaints against MS&Co. and other defendants in the Superior Court of the State of California. These actions are styled Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al., and Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints filed on June 10, 2010 allege that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. in these cases was approximately $704 million and $276 million, respectively. The complaints raise claims under both the federal securities laws and California law and seek, among other things, to rescind the plaintiff’s purchase of such certificates. On August 11, 2011, plaintiff’s claims brought under the Securities Act of 1933, as amended, were dismissed with prejudice. The defendants filed answers to the amended complaints on October 7, 2011. On February 9, 2012, defendants’ demurrers with respect to all other claims were overruled. On December 20, 2013, plaintiff’s negligent misrepresentation claims were dismissed with prejudice. A bellwether trial is currently scheduled to begin in January 2015. MS&Co. is not a defendant in connection with the securitizations at issue in that trial. On May 23, 2014, plaintiff and the defendants in the bellwether trial filed motions for summary adjudication, which were denied. At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $291 million, and the certificates had incurred actual losses of approximately $6 million. Based on currently available information, MS&Co. believes it could incur a loss for this action up to the difference between the $291 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-

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


On July 9, 2010 and February 11, 2011, Cambridge Place Investment Management Inc. filed two separate complaints against MS&Co. and/or its affiliates and other defendants in the Superior Court of the Commonwealth of Massachusetts, both styled Cambridge Place Investment Management Inc. v. Morgan Stanley & Co., Inc., et al. The complaints assert claims on behalf of certain clients of plaintiff’s affiliates and allege that defendants made untrue statements and material omissions in the sale of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. and/or its affiliates or sold to plaintiff’s affiliates’ clients by MS&Co. and/or its affiliates in the two matters was approximately $263 million.  On February 11, 2014, the parties entered into an agreement to settle the litigation.  On February 20, 2014, the court dismissed the action.

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co. and an affiliate, which is styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY, NY County”). The complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 collateralized debt obligation (“CDO”). The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that MS&Co. and/or its affiliate misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co. and/or its affiliate

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knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court presiding over this action denied MS&Co. and its affiliate’s s motion to dismiss the complaint and on March 21, 2011, MS&Co. and its affiliate appealed that order.  On July 7, 2011, the appellate court affirmed the lower court’s decision denying the motion to dismiss. Based on currently available information, MS&Co. and/or its affiliate believes it and/or its affiliate could incur a loss of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.

On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. and its affiliates 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. The complaint alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. and/or its affiliates in this action was approximately $203 million. The complaint raises claims under Illinois law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On March 24, 2011, the court granted plaintiff leave to file an amended complaint. MS&Co. and its affiliates filed an answer on December 21, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this

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action was approximately $55 million and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss in this action up to the difference between the $55 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co. and/or its affiliates, or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. and/or its affiliates may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.


On October 25, 2010, MS&Co., certain affiliates and Pinnacle Performance Limited, a special purpose vehicle, were named as defendants in a purported class action related to securities issued by the special purpose vehicle in Singapore, commonly referred to as Pinnacle Notes. The case is styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et al. and is pending in the SDNY. An amended complaint was filed on October 22, 2012.  The court denied defendants’ motion to dismiss the amended complaint on August 22, 2013 and granted class certification on October 17, 2013.  On October 30, 2013, defendants filed a petition for permission to appeal the court’s decision granting class certification.  On January 31, 2014, plaintiffs filed a second amended complaint.  The second amended complaint alleges that the defendants engaged in a fraudulent scheme to defraud investors by structuring the Pinnacle Notes to fail and benefited subsequently from the securities’ failure.  In addition, the second amended complaint alleges that the securities’ offering materials contained material misstatements or omissions regarding the securities’ underlying assets and the alleged conflicts of interest between the defendants and the investors.  The second amended complaint asserts common law claims of fraud, aiding and abetting fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the implied covenant of good faith and fair dealing.  On July 17, 2014,

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the parties reached an agreement in principle to settle the litigation. The settlement is subject to court approval.

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and certain affiliates and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 19, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. and/or its affiliates or sold to plaintiff by MS&Co. and/or its affiliates was approximately $385 million. The amended complaint raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On May 26, 2011, defendants removed the case to the United States District Court for the District of Massachusetts. On October 11, 2012, defendants filed motions to dismiss the amended complaint, which was granted in part and denied in part on September 30, 2013. The defendants filed an answer to the amended complaint on December 16, 2013. Plaintiff voluntarily dismissed its claims against MS&Co. and its affiliates with respect to two of the securitizations at issue. At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $66 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss in this action up to the difference between the $66 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time

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of a judgment against MS&Co. and/or its affiliates, or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. and/or its affiliates may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On July 5, 2011, Allstate Insurance Company and certain of its affiliated entities filed a complaint against MS&Co. and certain of its affiliates in the Supreme Court of NY, NY County, styled Allstate Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on September 9, 2011 and alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued and/or sold to plaintiffs by MS&Co. and/or its affiliates was approximately $104 million. The complaint raises common law claims of fraud, fraudulent inducement, aiding and abetting fraud and negligent misrepresentation and seeks, among other things, compensatory and/or rescissionary damages associated with plaintiffs’ purchases of such certificates. On March 15, 2013, the court denied in substantial part the defendants’ motion to dismiss the amended complaint, which order MS&Co. and its affiliates appealed on April 11, 2013.  On May 3, 2013, MS&Co. and its affiliates filed an answer to the amended complaint. At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $82 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss in this action up to the difference between the $82 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co. and/or its affiliates, or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. and/or its affiliates may be entitled to an offset for interest received by the plaintiff prior to a judgment.
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On July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against MS&Co. and certain affiliates and other defendants in the Court of Common Pleas in Ohio, styled Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to plaintiffs by MS&Co. and/or its affiliates was approximately $153 million. The amended complaint raises claims under the Ohio Securities Act, federal securities laws, and common law and seeks, among other things, to rescind the plaintiffs’ purchases of such certificates. MS&Co. and its affiliates filed an answer on August 17, 2012. Trial is currently scheduled to begin in July 2015. At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $111 million, and the certificates had incurred actual losses of approximately $2 million. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss in this action up to the difference between the $111 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co. and/or its affiliates, or upon sale, plus post-judgment interest, fees and costs. MS&Co. and/or its affiliates may be entitled to an offset for interest received by the plaintiff prior to a judgment.

On September 2, 2011, the Federal Housing Finance Agency, as conservator for Fannie Mae and Freddie Mac, filed 17 complaints against numerous financial services companies, including MS&Co. and certain affiliates. A complaint against MS&Co. and certain affiliates and other defendants was filed in the Supreme

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Court of NY, NY County, styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al.

The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to Fannie Mae and Freddie Mac of residential mortgage pass-through certificates with an original unpaid balance of approximately $11 billion. The complaint raised claims under federal and state securities laws and common law and seeks, among other things, rescission and compensatory and punitive damages.  On February 7, 2014, the parties entered into an agreement to settle the litigation.  On February 20, 2014, the court dismissed the action.

On November 4, 2011, the Federal Deposit Insurance Corporation (“FDIC”), as receiver for Franklin Bank S.S.B., filed two complaints against MS&Co. in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation, as Receiver for Franklin Bank S.S.B. v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten and sold to the plaintiff by MS&Co. in these cases was approximately $67 million and $35 million, respectively. The complaints each raised claims under both federal securities law and the Texas Securities Act and each seeks, among other things, compensatory damages associated with plaintiff’s purchase of such certificates. On March 20, 2012, MS&Co. filed answers to the complaints in both cases. On June 7, 2012, the two cases were consolidated.  On January 10, 2013, MS&Co. filed a motion for summary judgment and special exceptions with respect to plaintiff’s claims. On February 6, 2013, the FDIC filed an amended

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consolidated complaint. On February 25, 2013, MS&Co. filed a motion for summary judgment and special exceptions, which motion was denied in substantial part on April 26, 2013. On May 3, 2013, the FDIC filed a second amended consolidated complaint. On October 7, 2014, the court denied MS&Co.’s motion for reconsideration of the court’s order denying its motion for summary judgment and granted its motion for reconsideration of the court’s order denying permission for interlocutory appeal.  On October 22, 2014, MS&Co. filed a petition for permissive interlocutory appeal with the appellate court. Trial is currently scheduled to begin in March 2015.  At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $44 million, and the certificates had incurred actual losses of approximately $5 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $44 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, NY County, styled Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. and/or certain affiliates

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was approximately $758 million. The amended complaint raised common law claims of fraud, fraudulent inducement, and aiding and abetting fraud and seeks, among other things, rescission, compensatory and/or rescissionary damages, as well as punitive damages, associated with plaintiffs’ purchases of such certificates. On January 23, 2014, the parties reached an agreement in principle to settle the litigation.  On April 25, 2014, the parties filed a stipulation of voluntary discontinuance of the action with prejudice.

On April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Superior Court of the State of New Jersey styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. is approximately $1 billion. The complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud and tortious interference with contract and seeks, among other things, compensatory damages, punitive damages, rescission and rescissionary damages associated with plaintiffs’ purchases of such certificates. On October 16, 2012, plaintiffs filed an amended complaint which, among other things, increases the total amount of the certificates at issue by approximately $80 million, adds causes of action for fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On March 15, 2013, the court denied the defendants’ motion to dismiss the amended complaint. On April 26, 2013, the defendants filed an answer to the amended complaint. On June 5, 2014, the defendants filed a renewed motion to

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dismiss the amended complaint. At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $613 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss in this action up to the difference between the $613 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co. and/or its affiliates, or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. and/or its affiliates may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by The Commodity Futures Trading Commission (CFTC) to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (EFRP).  Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act and Commission Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (CME) and Chicago Board of Trade (CBOT) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position.  In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and failing to have adequate policies and procedures designed to detect and deter the violations of the Act and Regulations.

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Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. accepted and consented to entry of findings and the imposition of a cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine.  MS&Co. entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co. violated CME Rules 432.Q and 538 and fined MS&Co. $750,000 and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

On February 14, 2013, Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, NY County, styled Bank Hapoalim B.M. v. Morgan Stanley et al. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. and/or its affiliates to plaintiff was approximately $141 million. The complaint alleges causes of action against MS&Co. and its affiliates for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On April 22, 2014, the defendants’ motion to dismiss was denied in substantial part. On August 29, 2014, the defendants filed an answer to the complaint, and on September 18, 2014, the defendants filed a notice of appeal from the ruling denying their motion to dismiss.  At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $73 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss in this action up to the difference between the $73 million unpaid

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balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co. and/or its affiliates, or upon sale, plus pre- and post-judgment interest, fees and costs.

On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY, NY County. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. and/or its affiliates to plaintiff was approximately $694 million. The complaint alleges causes of action against MS&Co. and its affiliates for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court denied defendants’ motion to dismiss. On July 10, 2014, MS&Co. and its affiliates filed a renewed motion to dismiss with respect to two certificates at issue in the case. On October 13, 2014, MS&Co. filed its answer to the complaint.  At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $300 million, and the certificates had incurred actual losses of approximately $78 million. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss in this action up to the difference between the $300 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co. and/or its affiliates, or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. and/or its affiliates may be entitled to be indemnified for some of these losses.


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On September 23, 2013, plaintiffs in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the SDNY. The complaint alleges that defendants made untrue statements of material fact or omitted to state material facts in the sale to plaintiffs of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. and/or its affiliates to plaintiffs was approximately $417 million. The complaint alleges causes of action against MS&Co. and its affiliates for violations of Section 11 and Section 12(a)(2) of the Securities Act of 1933, violations of the Texas Securities Act, and violations of the Illinois Securities Law of 1953 and seeks, among other things, rescissionary and compensatory damages. The defendants filed a motion to dismiss the complaint on November 13, 2013. On January 22, 2014, the court granted defendants’ motion to dismiss with respect to claims arising under the Securities Act of 1933 and denied defendants’ motion to dismiss with respect to claims arising under Texas Securities Act and the Illinois Securities Law of 1953. On April 28, 2014, the court granted in part and denied in part plaintiff’s motion to strike certain of the defendants’ affirmative defenses. On July 11, 2014, the defendants filed a motion for reconsideration of the court’s order on the motion to dismiss the complaint or, in the alternative, for certification of interlocutory appeal and a stay of all proceedings, which was denied on September 30, 2014. At September 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $211 million, and the certificates had incurred actual losses of approximately $27 million. Based on currently available information, MS&Co. believes it and/or its affiliates could incur a loss in this action up to the difference between the $211 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co. and/or its affiliates, or upon sale, plus

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

On July 23, 2014, the SEC approved a settlement by MS&Co. and certain affiliates to resolve an investigation related to certain subprime RMBS transactions sponsored and underwritten by those entities in 2007.  Pursuant to the settlement, MS&Co. and certain affiliates were charged with violating Sections 17(a)(2) and 17(a)(3) of the Securities Act, agreed to pay disgorgement and penalties in an amount of $275 million and neither admitted nor denied the SEC’s findings.

Item 1A. RISK FACTORS
There have been no material changes from the risk factors previously referenced in the Partnership’s Report
on Form 10-K, as updated by the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014.



Item 4.  MINE SAFETY DISCLOSURES
Not applicable.


 
Item 6.
EXHIBITS

31.01
Certification of Director of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.02
Certification of Chief Financial Officer of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 

 
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32.01
Certification of Director of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
32.02
Certification of Chief Financial Officer of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
101.INS*
XBRL Instance Document
 
101.SCH*
XBRL Taxonomy Extension Schema Document
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
 
101.LAB*
XBRL Taxonomy Extension Label Document
 
101.PRE*
XBRL Taxonomy Extension Presentation Document
 
101.DEF*
XBRL Taxonomy Extension Definition Document
 

 
Notes to Exhibits List
 
 
* Submitted electronically herewith.
 
 


 
 
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SIGNATURE



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.




 
Morgan Stanley Smith Barney Spectrum Technical L.P.
 
(Registrant)
     
 
By:
Ceres Managed Futures LLC
   
(General Partner)
     
November 12, 2014
By:
/s/ Steven Ross
   
 Steven Ross
   
 Chief Financial Officer




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


















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