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Table of Contents

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, 2016

OR (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number 000-31563

MORGAN STANLEY SMITH BARNEY SPECTRUM CURRENCY AND COMMODITY L.P.

 

(Exact name of registrant as specified in its charter)

 

Delaware    13-4084211

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue

New York, New York 10036

 

(Address of principal executive offices) (Zip Code)

(855) 672-4468

 

(Registrant’s telephone number, including area code)

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

Yes X No   

Indicate by check mark whether the registrant has submitted electronically 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   

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. (Check one):

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

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

Yes    No X

As of October 31, 2016, 1,075,499.476 Limited Partnership Units were outstanding.


Table of Contents

MORGAN STANLEY SMITH BARNEY SPECTRUM CURRENCY AND COMMODITY L.P.

FORM 10-Q

INDEX

 

          Page    
          Number  

PART I – Financial Information:

  

Item 1.

   Financial Statements:   
   Statements of Financial Condition as of September 30, 2016 and December 31, 2015 (unaudited)      2     
   Statements of Income and Expenses for the three and nine months ended September 30, 2016 and 2015 (unaudited)      3     
   Statements of Changes in Partners’ Capital for the nine months ended September 30, 2016 and 2015 (unaudited)      4     
   Notes to Financial Statements, including the Financial Statements of Cambridge Master Fund L.P.(unaudited)      5-18     

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      19-21     

Item 3.

   Quantitative and Qualitative Disclosures about Market Risk      22-23     

Item 4.

   Controls and Procedures      24     

PART II – Other Information:

  

Item 1.

   Legal Proceedings      25-32     

Item 1A.

   Risk Factors      33     

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      33     

Item 3.

   Defaults Upon Senior Securities      33     

Item 4.

   Mine Safety Disclosures      33     

Item 5.

   Other Information      33     

Item 6.

   Exhibits      34     


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Statements of Financial Condition

(Unaudited)

 

         September 30,              December 31,      
     2016      2015  

Assets:

     

Investment in the Master Fund (1), at fair value

     $ 10,575,287           $ 13,537,489     

Cash at bank

     1,000           -         

Interest receivable

     293           598     
  

 

 

    

 

 

 

Total assets

     $ 10,576,580           $ 13,538,087     
  

 

 

    

 

 

 

Liabilities and Partners’ Capital:

     

Liabilities:

     

Accrued expenses:

     

Ongoing placement agent fees

     $ 17,852           $ 22,647     

General Partner fees

     14,282           18,118     

Management fees

     13,389           16,985     

Redemptions payable to Limited Partners

     226,910           212,677     
  

 

 

    

 

 

 

Total liabilities

     272,433           270,427     
  

 

 

    

 

 

 

Partners’ Capital:

     

General Partner, 12,676.699 and 15,710.066 Units outstanding at September 30, 2016 and December 31, 2015, respectively

     116,159           155,804     

Limited Partners, 1,111,838.716 and 1,322,204.340 Units outstanding at September 30, 2016 and December 31, 2015, respectively

     10,187,988           13,111,856     
  

 

 

    

 

 

 

Total partners’ capital (net asset value)

     10,304,147           13,267,660     
  

 

 

    

 

 

 

Total liabilities and partners’ capital

     $ 10,576,580           $ 13,538,087     
  

 

 

    

 

 

 

Net asset value per Unit

     $ 9.16           $ 9.92     
  

 

 

    

 

 

 

 

(1) Defined in Note 1.

See accompanying notes to these financial statements.

 

2


Table of Contents

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Statements of Income and Expenses

(Unaudited)

 

 

        For the Three Months Ended             For the Nine Months Ended      
    September 30,     September 30,  
    2016     2015     2016     2015  

Investment Income:

       

Interest income allocated from the Master Fund

    $ 5,799         $ 1,907         $ 17,594         $ 2,326    
 

 

 

   

 

 

   

 

 

   

 

 

 

Expenses:

       

Ongoing placement agent fees

    56,257         68,521         185,954         205,679    

General Partner fees

    45,004         54,817         148,762         164,543    

Management fees

    42,190         51,391         139,462         154,259    

Incentive fees

    -             270,499         94,111         386,005    
 

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    143,451         445,228         568,289         910,486    
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss)

    (137,652)        (443,321)        (550,695)        (908,160)   
 

 

 

   

 

 

   

 

 

   

 

 

 

Trading Results:

       

Net gains (losses) on investment in the Master Fund:

       

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

    (283,273)        1,552,445         (316,114)        3,755,887    

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

    (508,067)        425,613         16,819         (658,036)   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total trading results

    (791,340)        1,978,058         (299,295)        3,097,851    
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

    $ (928,992)        $ 1,534,737         $ (849,990)        $ 2,189,691    
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per Unit*

    $ (0.79)        $ 1.04         $ (0.76)        $ 1.45    
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of Units outstanding

    1,169,783.752         1,458,295.164         1,243,993.288         1,523,729.466    
 

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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

See accompanying notes to these financial statements.

 

3


Table of Contents

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Statements of Changes in Partners’ Capital

For the Nine Months Ended September 30, 2016 and 2015

(Unaudited)

 

     Units of                       
     Partnership      Limited      General         
     Interest      Partners      Partner      Total  

Partners’ Capital, December 31, 2015

     1,337,914.406            $    13,111,856            $    155,804            $    13,267,660    

Net income (loss)

     -               (840,527)         (9,463)         (849,990)   

Redemptions

     (213,398.991)         (2,083,341)         (30,182)         (2,113,523)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Partners’ Capital, September 30, 2016

     1,124,515.415            $    10,187,988            $    116,159            $    10,304,147    
  

 

 

    

 

 

    

 

 

    

 

 

 

Partners’ Capital, December 31, 2014

     1,621,228.967            $    13,623,087            $    146,244            $    13,769,331    

Net income (loss)

     -               2,164,704          24,987          2,189,691    

Redemptions

     (203,741.987)         (1,847,624)         (15,000)         (1,862,624)   
  

 

 

    

 

 

    

 

 

    

 

 

 

Partners’ Capital, September 30, 2015

             1,417,486.980            $    13,940,167            $    156,231            $    14,096,398    
  

 

 

    

 

 

    

 

 

    

 

 

 

See accompanying notes to these financial statements.

 

4


Table of Contents

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

1. Organization:

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P. (the “Partnership”) is a Delaware limited partnership organized in 1999 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 through the Partnership’s Investment in Affiliated Master Fund”). The Futures Interests that are indirectly traded by the Partnership through its investment in Cambridge Master Fund L.P. (the “Master Fund”) are volatile and involve a high degree of market risk. The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates. The Partnership is one of the Morgan Stanley Spectrum series of funds, comprised of the Partnership, Morgan Stanley Smith Barney Spectrum Technical L.P., Morgan Stanley Smith Barney Spectrum Select L.P. and Morgan Stanley Smith Barney Spectrum Strategic L.P.

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. All trading decisions for the Partnership are made by The Cambridge Strategy (Asset Management) Limited (“Cambridge” or “Trading Advisor”).

On November 1, 2012, the Partnership allocated a portion of its assets to Cambridge for trading through investment in the Master Fund, a limited partnership organized under the partnership laws of the State of Delaware. The Master Fund was formed to permit accounts managed now and in the future by Cambridge using Cambridge Asian Markets Alpha Programme and, from October 1, 2013, Cambridge Emerging Markets Alpha Programme, to invest together in one trading vehicle. The General Partner is also the general partner of the Master Fund. Individual and pooled accounts currently managed by Cambridge, including the Partnership, are permitted to be limited partners of the Master Fund. The General Partner and Cambridge believe that trading through this structure should provide efficiency and economy in the trading process.

During the reporting periods ended September 30, 2016 and 2015, the Master Fund’s commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. The Partnership/Master Fund also deposits a portion of their cash in a non-trading account at JPMorgan Chase Bank, N.A. Individual and pooled accounts currently managed by the Trading Advisor, including the Partnership, are permitted to be limited partners of the Master Fund. The General Partner and the Trading Advisor believe that trading though this “master/feeder” structure promotes efficiency and economy in the trading process. Expenses to investors as a result of the investment in the Master Fund are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.

As of September 30, 2016 and December 31, 2015, the Partnership owned approximately 14.6% and 22.7% of the Master Fund, respectively. It is the Partnership’s intention to continue to invest in the Master Fund. The performance of the Partnership is directly affected by the performance of the Master Fund.

In July 2015, the General Partner delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The General Partner pays or reimburses the Partnership, from the General Partner fee it receives from the Partnership, the ordinary administrative expenses of the Partnership. This includes the expenses related to the engagement of the Administrator. Therefore, the engagement of the Administrator did not impact the Partnership’s break-even point.

 

5


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Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

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

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at September 30, 2016, the results of its operations for the three and nine months ended September 30, 2016 and 2015, and changes in partners’ capital for the nine months ended September 30, 2016 and 2015. These financial statements present the results of interim periods and do not include all of the disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s December 31, 2015 Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2015. The December 31, 2015 information has been derived from the audited financial statements as of and for the year ended December 31, 2015.

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

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

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

Statement of Cash Flows. The Partnership is not required to provide a Statement of Cash Flows.

Partnership’s Investment. The Partnership carries its affiliated investment in the Master Fund at fair value based on the Master Fund’s net asset value as calculated by the Master Fund. The valuation of the Master Fund’s investments including the classification within the fair value hierarchy of the investments held by the Master Fund are described in Note 6, “Fair Value Measurements.”

Master Fund’s Investments. All commodity interests of the Master Fund, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described in Note 6, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included as a component of equity in trading account in the Master Fund’s Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Master Fund’s Statements of Income and Expenses.

Master Fund’s Cash. The Master Fund’s cash includes cash denominated in foreign currencies of $840 and $817 as of September 30, 2016 and December 31, 2015, respectively. The cost of foreign currencies was $880 and $863 as of September 30, 2016 and December 31, 2015, respectively. The Master Fund’s margin requirement of $39,523,300 and $23,516,491 as of September 30, 2016 and December 31, 2015, respectively was met from a combination of cash margin of 1) U.S. Treasury bills held at MS&Co. and 2) cash margin held at MS&Co. of $23,335,589 and $10,495,462 as of September 30, 2016 and December 31, 2015, respectively, as applicable.

Fair Value Financial Instruments. The carrying value of the assets and liabilities presented in the Statements of Financial Condition that qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, “Financial Instruments,” approximates the fair value due to the short term nature of such balances.

Investment Company Status. Effective January 1, 2014, the Partnership adopted Accounting Standards Update (“ASU”) 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and based on the General Partner’s assessment, the Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Topic 946 and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses.

 

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Table of Contents

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

Income Taxes. Income taxes have not been listed as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The General Partner has concluded that no provision for income tax is required in the Partnership’s financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2012 through 2015 tax years remain subject to examination by U.S. federal and most state tax authorities. The General Partner does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Net Income (Loss) per Unit. Net income (loss) per Unit of limited partnership interest (“Unit(s)”) is calculated in accordance with ASC 946 “Financial Services — Investment Companies.” See Note 3, “Financial Highlights.”

Recent Accounting Pronouncement. In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments for all entities that hold financial assets or owe financial liabilities. One of the amendments in this update eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet or a description of changes in the methods and significant assumptions. Additionally, the update eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. Investment companies are specifically exempted from ASU 2016-01’s equity investment accounting provisions and will continue to follow the industry specific guidance for investment accounting under Topic 946. For public business entities, this update is effective for fiscal years beginning after December 15, 2017 and interim periods therein. For other entities, it is effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The General Partner is currently evaluating the impact this guidance will have on the Partnership’s financial statements and related disclosures.

Reclassification. Certain prior year amounts have been reclassified to conform to current year presentation. The Master Fund’s amounts previously reported as cash overdraft of $13,021,029 as of December 31, 2015 is now included with cash margin in the Master Fund’s Statements of Financial Condition.

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

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Table of Contents

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

The Master Fund’s Statements of Financial Condition and Condensed Schedules of Investments as of September 30, 2016 and December 31, 2015 and Statements of Income and Expenses for the three and nine months ended September 30, 2016 and 2015 and Changes in Partners’ Capital for the nine months ended September 30, 2016 and 2015 are presented below:

Cambridge Master Fund L.P.

Statements of Financial Condition

(Unaudited)

 

        September 30,             December 31,      
    2016     2015  

Assets:

   

Equity in trading account:

   

Investment in U.S. Treasury bills, at fair value (amortized cost $49,973,125 and $49,492,685 at September 30, 2016 and December 31, 2015, respectively)

    $ 49,967,073          $ 49,496,752     

Cash margin

    23,335,589          10,495,462     
 

 

 

   

 

 

 

Total equity in trading account

    73,302,662          59,992,214     
 

 

 

   

 

 

 

Cash at bank

    412          -         

Expense reimbursements

    969          190     
 

 

 

   

 

 

 

Total assets

    $ 73,304,043          $ 59,992,404     
 

 

 

   

 

 

 

Liabilities and Partners’ Capital:

   

Liabilities:

   

Net unrealized depreciation on open forward contracts

    $ 932,030          $ 258,025     

Accrued expenses:

   

Professional fees

    27,174          24,457     
 

 

 

   

 

 

 

Total liabilities

    959,204          282,482     
 

 

 

   

 

 

 

Partners’ Capital:

   

General Partner

    -              -         

Limited Partners

    72,344,839          59,709,922     
 

 

 

   

 

 

 

Total partners’ capital (net asset value)

    72,344,839          59,709,922     
 

 

 

   

 

 

 

Total liabilities and partners’ capital

    $ 73,304,043          $ 59,992,404     
 

 

 

   

 

 

 

 

8


Table of Contents

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

Cambridge Master Fund L.P.

Condensed Schedules of Investments

September 30, 2016

(Unaudited)

 

                    % of Partners’      
        Notional ($)             Fair Value         Capital  

Unrealized Appreciation on Open Forward Contracts

     

Currencies

    $       871,319,157          $ 8,243,605          11.39  
           

 

 

   

 

 

 

Total unrealized appreciation on open forward contracts

      8,243,605          11.39     
           

 

 

   

 

 

 

Unrealized Depreciation on Open Forward Contracts

     

Currencies

    $ 1,124,643,579          (9,175,635)         (12.68)    
           

 

 

   

 

 

 

Total unrealized depreciation on open forward contracts

      (9,175,635)         (12.68)    
           

 

 

   

 

 

 

Net unrealized depreciation on open forward contracts

      $ (932,030)         (1.29) 
           

 

 

   

 

 

 

U.S. Government Securities

     
                % of Partners’  

Face Amount

  

Maturity Date

    

Description

        Fair Value     Capital  
$ 50,000,000    12/29/2016       U.S. Treasury bills, 0.215%* (Amortized cost of $49,973,125)         $       49,967,073          69.07  
           

 

 

   

 

 

 

* Liquid non-cash held as collateral.

December 31, 2015

 

                    % of Partners’      
        Notional ($)             Fair Value         Capital  

Unrealized Appreciation on Open Forward Contracts

     

Currencies

    $       862,295,211          $       10,602,087          17.76  
           

 

 

   

 

 

 

Total unrealized appreciation on open forward contracts

      10,602,087          17.76     
           

 

 

   

 

 

 

Unrealized Depreciation on Open Forward Contracts

     

Currencies

    $ 840,603,701          (10,860,112)         (18.19)    
           

 

 

   

 

 

 

Total unrealized depreciation on open forward contracts

      (10,860,112)         (18.19)    
           

 

 

   

 

 

 

Net unrealized depreciation on open forward contracts

      $ (258,025)         (0.43) 
           

 

 

   

 

 

 

U.S. Government Securities

     
                % of Partners’  

Face Amount

  

Maturity Date

    

Description

        Fair Value     Capital  
$ 49,500,000    1/21/2016       U.S. Treasury bills, 0.019%* (Amortized cost of $49,492,685)         $ 49,496,752          82.90  
           

 

 

   

 

 

 

* Liquid non-cash held as collateral.

 

9


Table of Contents

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

Cambridge Master Fund L.P.

Statements of Income and Expenses

(Unaudited)

 

        Three Months Ended             Nine Months Ended      
    September 30,     September 30,  
    2016     2015     2016     2015  

Investment Income:

       

  Interest income

    $ 41,057          $ 5,255          $ 113,589          $ 6,688     
 

 

 

   

 

 

   

 

 

   

 

 

 

Expenses:

       

  Clearing fees

    32,309          18,868          69,850          53,393     

  Professional fees

    20,103          23,439          61,146          74,647     
 

 

 

   

 

 

   

 

 

   

 

 

 

   Total expenses

    52,412          42,307          130,996          128,040     

  Expense reimbursements

    (7,528)         (14,967)         (21,153)         (44,892)    
 

 

 

   

 

 

   

 

 

   

 

 

 

  Net expenses

    44,884          27,340          109,843          83,148     
 

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income (loss)

    (3,827)         (22,085)         3,746          (76,460)    
 

 

 

   

 

 

   

 

 

   

 

 

 

Trading Results:

       

  Net gains (losses) on trading of commodity interests:

       

  Net realized gains (losses) on closed contracts

    (1,935,196)         4,293,339          (2,239,417)         10,568,728     

  Net change in unrealized gains (losses) on open contracts

    (3,556,803)         1,300,491          (673,999)         (1,774,693)    
 

 

 

   

 

 

   

 

 

   

 

 

 

   Total trading results

    (5,491,999)         5,593,830          (2,913,416)         8,794,035     
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

    $     (5,495,826)         $         5,571,745          $         (2,909,670)         $         8,717,575     
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

Cambridge Master Fund L.P.

Statements of Changes in Partners’ Capital

For the Nine Months Ended September 30, 2016 and 2015

(Unaudited)

 

         Partners’      
     Capital  

Partners’ Capital, December 31, 2015

     $ 59,709,922     

Net Income (Loss)

     (2,909,670)    

Subscriptions

     32,274,427     

Redemptions

       (16,699,923)    

Distribution of interest income to feeder funds

     (29,917)    
  

 

 

 

Partners’ Capital, September 30, 2016

     $ 72,344,839     
  

 

 

 

Partners’ Capital, December 31, 2014

     $ 38,998,185     

Net Income (Loss)

     8,717,575     

Subscriptions

     2,019,247     

Redemptions

     (9,402,419)    

Distribution of interest income to feeder funds

     (1,523)    
  

 

 

 

Partners’ Capital, September 30, 2015

     $ 40,331,065     
  

 

 

 

 

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Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

3. Financial Highlights:

Financial highlights for the limited partner class as a whole for the Partnership and the Master Fund for the three and nine months ended September 30, 2016 and 2015 were as follows:

 Financial Highlights of the Partnership:

 

    For the Three Months Ended     For the Nine Months Ended  
    September 30,     September 30,  
    2016     2015     2016     2015  

Per Unit Performance (for a unit outstanding throughout the period): *

       

Net realized and unrealized gains (losses)

   $ (0.67)       $ 1.35        $ (0.32)       $ 2.05    

Net investment loss

    (0.12)        (0.31)        (0.44)        (0.60)   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) for the period

    (0.79)        1.04         (0.76)        1.45    

Net asset value per Unit, beginning of period

    9.95         8.90         9.92         8.49    
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value per Unit, end of period

   $ 9.16        $ 9.94        $ 9.16        $ 9.94    
 

 

 

   

 

 

   

 

 

   

 

 

 
    For the Three Months Ended     For the Nine Months Ended  
    September 30,     September 30,  
    2016     2015     2016     2015  

Ratios to Average Limited Partners’ Capital: **

       

Net investment loss ***

    (5.0)%        (7.0)%        (5.8)%        (7.9)%   
 

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses before incentive fees

    5.2 %        5.0 %        5.2 %        5.1 %   

Incentive fees

    - %        2.0 %        0.8 %        2.8 %   
 

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses after incentive fees

    5.2 %        7.0 %        6.0 %        7.9 %   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total return:

       

Total return before incentive fees

    (7.9)%        13.7 %        (6.9)%        19.9 %   

Incentive fees

    - %        (2.0)%        (0.8)%        (2.8)%   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total return after incentive fees

    (7.9)%        11.7 %        (7.7)%        17.1 %   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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

**

Annualized (except for incentive fees if applicable).

***

Interest income less total expenses.

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

 

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Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

Financial Highlights of the Master Fund:

Ratios to average net assets for the three and nine months ended September 30, 2016 and 2015 were as follows:

 

       Three Months Ended      Nine Months Ended  
       September 30,      September 30,  
           2016              2015                    2016              2015      

Ratios to average net assets:*

                 

Net investment income (loss)**

       (0.0)    %***       (0.3)        %        0.0     %***       (0.3)    % 
    

 

 

    

 

 

        

 

 

    

 

 

 

Operating expenses before expense reimbursements

       0.3     %       0.4        %        0.2           0.4     % 

Expense reimbursements

       (0.1)          (0.1)              0.0     ***       (0.1)    
    

 

 

    

 

 

        

 

 

    

 

 

 

Operating expenses after expense reimbursements

       0.2     %       0.3        %        0.2     %       0.3     % 
    

 

 

    

 

 

        

 

 

    

 

 

 

Total return

       (6.8)    %       14.7         %        (3.4)          24.0     % 
    

 

 

    

 

 

        

 

 

    

 

 

 

 

*

Annualized.

**

Interest income less total expenses.

***

Due to rounding.

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

 

4. Financial Instruments through the Partnership’s Investment in Affiliated Master Fund:

The Master Fund, and indirectly 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 net unrealized gain or loss on open contracts. The resulting net change in unrealized gains and losses is reflected in “Net change in unrealized gains (losses) on open contracts allocated from Cambridge Master Fund” from one period to the next in the Statements of Income and Expenses. The Master Fund’s contracts are accounted for on a trade-date basis. Gains or losses are realized when contracts are liquidated and are determined using the first-in, first-out method. 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 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 Master Fund does not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations due to changes in market prices of investments held. Such fluctuations are included in total trading results in the Master Fund’s Statements of Income and Expenses.

 

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Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

The U.S. Treasury bills, futures, forwards and options traded by the Partnership, indirectly through its investment in the Master Fund, 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 option 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 option contracts are settled on an agreed-upon settlement date.

 

5. Trading Activities:

The Partnership’s objective, through its investment in the Master Fund, is to profit from speculative trading in Futures Interests. Therefore, the Trading Advisor for the Master Fund will take speculative positions in Futures Interests where it feels the best profit opportunities exist for its trading strategies. 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 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.

The monthly average notional values of currency forward contracts traded during the three and nine months ended September 30, 2016 and 2015 were $4,117,410,931 and $2,260,334,402, and $3,748,053,926 and $2,468,051,861, respectively.

 

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Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Master Fund’s derivative instruments and transactions eligible for offset subject to master netting agreements or similar agreements as of September 30, 2016 and December 31, 2015, respectively.

 

          Gross Amounts     Amounts     Gross Amounts Not Offset in the        
          Offset in the     Presented in the      Statements of Financial Condition         
          Statements of     Statements of           Cash Collateral        
     Gross Amounts      Financial     Financial     Financial     Received/        

September 30, 2016

  Recognized     Condition     Condition     Instruments     Pledged*     Net Amount  

Assets

           

Forwards

   $ 8,243,605         $ (8,243,605)        $ -              $ -             $               -             $ -          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 8,243,605         $ (8,243,605)        $ -              $ -             $ -             $ -          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

           

Forwards

   $ (9,175,635)        $ 8,243,605         $ (932,030)        $ -             $ -             $   (932,030)    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   $ (9,175,635)        $ 8,243,605         $ (932,030)        $         -             $ -             $   (932,030)    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

             $   (932,030)    * 
           

 

 

 
          Gross Amounts     Amounts     Gross Amounts Not Offset in the        
          Offset in the     Presented in the      Statements of Financial Condition         
          Statements of     Statements of           Cash Collateral        
     Gross Amounts      Financial     Financial     Financial     Received/        

December 31, 2015

  Recognized     Condition     Condition     Instruments     Pledged*     Net Amount  

Assets

           

Forwards

   $ 10,602,087         $ (10,602,087)        $ -              $         -             $               -             $ -          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   $ 10,602,087         $ (10,602,087)        $ -              $ -             $ -             $ -          
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

           

Forwards

   $ (10,860,112)        $ 10,602,087         $ (258,025)        $ -             $ -             $   (258,025)    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   $ (10,860,112)        $ 10,602,087         $ (258,025)        $ -             $ -             $   (258,025)    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net fair value

             $   (258,025)    * 
           

 

 

 

 

*

In the event of default by the Master Fund, MS&Co., the Master Fund’s commodity futures broker and the sole counterparty to the Master Fund’s off exchange-traded contracts, as applicable, has the right to offset the Master Fund’s obligation with the Master Fund’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. There is no collateral posted by MS&Co. and as such, in the event of default by MS&Co., the Master Fund is exposed to the amount shown in the Master Fund’s Statements of Financial Condition. In the case of exchange-traded contracts, the Master Fund’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee fund may be available in the event of a default.

 

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Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

The following tables indicate the gross fair values of derivative instruments of forward contracts as separate assets and liabilities as of September 30, 2016 and December 31, 2015, respectively.

 

        September 30, 2016     

Assets

  

Forward Contracts

  

Currencies

     $ 8,243,605     
  

 

 

 

Total unrealized appreciation on open forward contracts

     8,243,605     
  

 

 

 

Liabilities

  

Forward Contracts

  

Currencies

     (9,175,635)    
  

 

 

 

Total unrealized depreciation on open forward contracts

     (9,175,635)    
  

 

 

 

Net unrealized depreciation on open forward contracts

     $ (932,030) 
  

 

 

 

 

*

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

 

        December 31, 2015     

Assets

  

Forward Contracts

  

Currencies

     $ 10,602,087     
  

 

 

 

Total unrealized appreciation on open forward contracts

     10,602,087     
  

 

 

 

Liabilities

  

Forward Contracts

  

Currencies

     (10,860,112)    
  

 

 

 

Total unrealized depreciation on open forward contracts

     (10,860,112)    
  

 

 

 

Net unrealized depreciation on open forward contracts

     $ (258,025) 
  

 

 

 

 

*

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

 

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Table of Contents

Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

The following tables indicate the trading gains and losses, by market sector, on derivative instruments for the three and nine months ended September 30, 2016 and 2015.

 

       Three Months Ended September 30,         Nine Months Ended September 30,    

Sector

   2016     2015     2016     2015  

Currencies

     $   (5,491,999)         $ 5,593,830          $ (2,913,416)         $ 8,794,035    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     $   (5,491,999)    *      $       5,593,830    *      $ (2,913,416)    *      $ 8,794,035    * 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

*

This amount is in “Total trading results” in the Master Fund’s Statements of Income and Expenses.

 

6. Fair Value Measurements:

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

The fair value of exchange-traded futures, 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, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.

The Master Fund considers prices for exchange-traded commodity futures, forwards, swaps and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forwards, swaps and certain option contracts for which market quotations are not readily available are priced by broker-dealers or pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of September 30, 2016 and December 31, 2015 and for the periods ended September 30, 2016 and 2015, the Master Fund did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3). Transfers between levels are recognized at the end of the reporting period. During the reporting periods, there were no transfers of assets or liabilities between Level 1 and Level 2.

 

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Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.

Notes to Financial Statements

(Unaudited)

 

September 30, 2016

  Total        Level 1     Level 2     Level 3  

Assets

          

Forwards

    $       8,243,605             $                   -              $       8,243,605          $             -         

U.S. Treasury bills

    49,967,073             -              49,967,073          -         
 

 

 

      

 

 

   

 

 

   

 

 

 

Total Assets

    $     58,210,678             $ -              $     58,210,678          $ -         
 

 

 

      

 

 

   

 

 

   

 

 

 

Liabilities

          

Forwards

    $       9,175,635             $ -              $       9,175,635          $ -         
 

 

 

      

 

 

   

 

 

   

 

 

 

Total Liabilities

    $       9,175,635             $ -              $       9,175,635          $ -         
 

 

 

      

 

 

   

 

 

   

 

 

 

December 31, 2015

  Total        Level 1     Level 2     Level 3  

Assets

          

Forwards

    $     10,602,087             $ -              $     10,602,087          $ -         

U.S. Treasury bills

    49,496,752             -              49,496,752          -         
 

 

 

      

 

 

   

 

 

   

 

 

 

Total Assets

    $     60,098,839             $ -              $     60,098,839          $ -         
 

 

 

      

 

 

   

 

 

   

 

 

 

Liabilities

          

Forwards

    $     10,860,112             $ -              $     10,860,112          $ -         
 

 

 

      

 

 

   

 

 

   

 

 

 

Total Liabilities

    $     10,860,112             $ -              $     10,860,112          $ -         
 

 

 

      

 

 

   

 

 

   

 

 

 

 

7. Subsequent Events:

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

Effective November 1, 2016, the Partnership changed its name from Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P. to Ceres Tactical Currency L.P.

 

18


Table of Contents

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

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its only assets are its investment in the Master Fund, interest receivable and cash. The Master Fund does not engage in sales of goods or services. The Master Fund’s only assets are its cash at bank, expense reimbursement and equity in trading account, consisting of cash at MS&Co., cash margin, expense reimbursements, net unrealized appreciation on open forward contracts, and investment in U.S. Treasury bills at fair value, if applicable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership/Master Fund. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the third quarter of 2016.

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

For the nine months ended September 30, 2016, Partnership capital decreased 22.3% from $13,267,660 to $10,304,147. This decrease was attributable to redemptions of 210,365.624 Limited Partners Units totaling $2,083,341 and redemptions of 3,033.367 General Partner Units totaling $30,182, coupled with a net loss of $849,990. Future redemptions can impact the amount of funds available for investments in subsequent periods.

Critical Accounting Policies

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

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

 

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Results of Operations

General: Cambridge employs a series of systematic proprietary decision tools to identify trading opportunities in the global currency markets. The process combines three types of trading strategies: a systematic technical strategy, a systematic fundamental strategy and a Market Information Strategy. These trading tools are utilized in a set of systematic strategies which are combined into investment portfolios and are designed to perform across diverse market environments. The Systematic Fundamental Strategy is used in the Asian currency section of the Cambridge portfolios and reflects a predetermined set of positions designed to reflect “market” views on the relative attractiveness of Asian currencies versus the US dollar. Assets are allocated to the Systematic Fundamental Strategy based on a proprietary measure of volatility in the global currency markets (in highly volatile markets the allocation is reduced and when volatility is low the allocation is increased). The Market Information Strategy leverages the experience and global network of the portfolio managers to understand and exploit the behavior of other market participants and to participate in hedging and investment flows. Cambridge believes that long run success is achieved through successful mitigation of downside returns with risk controlled at the portfolio, strategy and individual trade levels.

The following presents a summary of the Partnership’s operations for the three and nine months ended September 30, 2016 and 2015, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisor trades 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 Advisor 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 Advisor’s trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

The Partnership’s results of operations set forth in the financial statements are prepared in accordance with 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 indirectly 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 in the Statements of Income and Expenses as “Net change in unrealized gains (losses) on open contracts allocated from the Master Fund” on open contracts, and recorded as “Net realized gains (losses) on closed contracts allocated from the 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, brokerage fees, General Partner fees and ongoing placement agent fees of the Partnership are recorded on an accrual basis.

The General Partner 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.

During the third quarter of 2016, the Partnership’s net asset value per Unit decreased 7.9% from $9.95 to $9.16 as compared to a increase of 11.7% during the third quarter of 2015. The Partnership experienced a net trading loss through its investment in the Master Fund before fees and expenses in the third quarter of 2016 of $791,340. Losses were primarily attributable to the Master Fund’s trading in currencies. The Partnership experienced a net trading gain through its investment in the Master Fund before fees and expenses in the third quarter of 2015 of $1,978,058. Gains were primarily attributable to the Master Fund’s trading in currencies.

The most significant losses were experienced during July from short positions in the Indian rupee versus the U.S. dollar as the relative value of the Indian rupee advanced as demand for assets in emerging markets picked up amid optimism the U.K.’s vote to exit the European Union will not have a lasting effect on the South Asian nation’s markets. Additionally, improving liquidity in India’s banking system and the prospect of more monetary easing has also spurred local demand for the Indian rupee. Elsewhere, losses were incurred during August from long positions in the Malaysian ringgit, Hungarian forint, and South African rand versus the U.S. dollar as the relative value of the dollar strengthened amid a brighter outlook for economic growth in the U.S. A portion of the Partnership’s losses for the quarter was offset by gains from positions in the Thai baht, Australian dollar, and Philippine peso.

 

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During the Partnership’s nine months ended September 30, 2016, the Partnership’s net asset value per Unit decreased 7.7% from $9.92 to $9.16 as compared to a increase 17.1% in the nine months ended September 30, 2015. The Partnership experienced a net trading loss through its investment in the Master Fund before fees and expenses in the nine months ended September 30, 2016 of $299,295. Losses were primarily attributable to the Master Fund’s trading of commodity futures in currencies. The Partnership experienced a net trading gain through its investment in the Master Fund before fees and expenses in the nine months ended September 30, 2015 of $3,097,851. Gains were primarily attributable to the Master Fund’s trading of commodity futures in currencies.

The most significant losses were experienced during July from short positions in the Indian rupee versus the U.S. dollar as the relative value of the Indian rupee advanced as demand for assets in emerging markets picked up amid optimism the U.K.’s vote to exit the European Union will not have a lasting effect on the South Asian nation’s markets. Additionally, improving liquidity in India’s banking system and the prospect of more monetary easing has also spurred local demand for the Indian rupee. Elsewhere, losses were incurred during February and April from short positions in the Japanese yen against the U.S. dollar as the yen advanced after Bank of Japan officials decided against additional monetary easing. Elsewhere, losses were incurred throughout the third quarter from positions in the New Zealand dollar and Malaysian ringgit versus the U.S. dollar as the relative value of the dollar strengthened amid a brighter outlook for economic growth in the U.S. A portion of the Partnership’s losses during the first nine months of the year was offset by gains from positions in the Brazilian real, Philippine peso, and Polish zloty.

 

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Item 3.     Quantitative and Qualitative Disclosures About Market Risk

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

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

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

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

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

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

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The following tables indicate the trading Value at Risk associated with the Master Fund’s open positions by market category as of September 30, 2016 and December 31, 2015, and the highest, lowest and average values during the three months ended September 30, 2016 and for the twelve months ended December 31, 2015, respectively. All open position trading risk exposure of the Master Fund has been included in calculating the figures set forth below. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

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As of September 30, 2016, the Master Fund’s total capitalization was $72,344,839 and the Partnership owned approximately 14.6% of the Master Fund. The Partnership invests substantially all its assets in the Master Fund. The Master Fund’s Value at Risk as of September 30, 2016 was as follows:

September 30, 2016

 

                   Three Months Ended September 30, 2016  
            % of Total      High      Low      Average  

Market Sector            

     Value at Risk          Capitalization          Value at Risk          Value at Risk          Value at Risk*    

Currencies

       $    39,523,300                           54.63%            $    44,182,579             $    25,308,351             $       37,395,914    
  

 

 

    

 

 

          

Total

       $    39,523,300           54.63%             
  

 

 

    

 

 

          

  * Average of month-end Value at Risk.

As of December 31, 2015, the Master Fund’s total capitalization was $59,709,922 and the Partnership owned approximately 22.7% of the Master Fund. The Partnership invests substantially all of its assets in the Master Fund. The Master Fund’s Value at Risk as of December 31, 2015 was as follows:

December 31, 2015

 

                   Twelve Months Ended December 31, 2015  
            % of Total      High      Low      Average  

Market Sector            

     Value at Risk          Capitalization          Value at Risk          Value at Risk        Value at Risk*    

Currencies

       $    23,516,491                           39.38%            $    26,761,534             $    5,371,077             $       15,171,524    
  

 

 

    

 

 

          

Total

       $    23,516,491           39.38%             
  

 

 

    

 

 

          

  * Average of month-end Value at Risk.

 

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Item 4.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the General Partner, Ceres’ President (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, 2016. 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 President and Chief Financial Officer of Ceres have concluded that the disclosure controls and procedures of the Partnership were effective at September 30, 2016.

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

This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which MS&Co. or its subsidiaries is a party or to which any of their property is subject. There are no material legal proceedings pending against the Partnership or the General Partner.

On June 1, 2011, Morgan Stanley & Co. Incorporated converted from a Delaware corporation to a Delaware limited liability company. As a result of that conversion, Morgan Stanley & Co. Incorporated is now named Morgan Stanley & Co. LLC (“MS&Co.”).

MS&Co. is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2015, 2014, 2013, 2012, and 2011. In addition, MS&Co. annually prepares an Audited Consolidated Statements of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the “Commitments, Guarantees and Contingencies—Contingencies—Legal” section in MS&Co.’s 2015 Audited Financial Statement.

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

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

Regulatory and Governmental Matters

MS&Co. has received subpoenas and requests for information from certain federal and state regulatory and governmental entities, including among others various members of the RMBS Working Group of the Financial Fraud Enforcement Task Force, such as the United States Department of Justice, Civil Division and several state Attorney General’s Offices, concerning the origination, financing, purchase, securitization and servicing of subprime and non-subprime residential mortgages and related matters such as residential mortgage backed securities (“RMBS”), collateralized debt obligations (“CDOs”), structured investment vehicles (“SIVs”) and credit default swaps backed by or referencing mortgage pass-through certificates. These matters, some of which are in advanced stages, include, but are not limited to, investigations related to MS&Co.’s due diligence on the loans that it purchased for securitization, MS&Co.’s communications with ratings agencies, MS&Co.’s disclosures to investors, and MS&Co.’s handling of servicing and foreclosure related issues.

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

 

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On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. and certain affiliates in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleges that MS&Co. made misrepresentations and omissions regarding RMBS and notes issued by the Cheyne SIV, and asserts violations of the California False Claims Act and other state laws and seeks treble damages, civil penalties, disgorgement, and injunctive relief. On July 20, 2016, MS&Co. filed a demurrer, which was granted on September 30, 2016. On October 21, 2016, the California Attorney General filed an amended complaint.

In October 2014, the Illinois Attorney General’s Office (“ILAG”) sent a letter to MS&Co. alleging that MS&Co. knowingly made misrepresentations related to RMBS purchased by certain pension funds affiliated with the State of Illinois and demanding that MS&Co. pay ILAG approximately $88 million. MS&Co. and ILAG reached an agreement to resolve the matter on February 10, 2016.

On January 13, 2015, the New York Attorney General’s Office (“NYAG”), which is also a member of the RMBS Working Group, indicated that it intended to file a lawsuit related to approximately 30 subprime securitizations sponsored by MS&Co. NYAG indicated that the lawsuit would allege that MS&Co. misrepresented or omitted material information related to the due diligence, underwriting and valuation of the loans in the securitizations and the properties securing them and indicated that its lawsuit would be brought under the Martin Act. MS&Co. and NYAG reached an agreement to resolve the matter on February 10, 2016.

On June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by The Commodity Futures Trading Commission (CFTC) to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act, as amended (the “CEA”) and CFTC Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and failing to have adequate policies and procedures designed to detect and deter the violations of the CEA and CFTC Regulations. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. accepted and consented to entry of findings and the imposition of a cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine. MS&Co. entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co. violated CME Rules 432.Q and 538 and fined MS&Co. $750,000 and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

On July 23, 2014, the SEC approved a settlement by MS&Co. and certain affiliates to resolve an investigation related to certain subprime RMBS transactions sponsored and underwritten by those entities in 2007. Pursuant to the settlement, MS&Co. and certain affiliates were charged with violating Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), agreed to pay disgorgement and penalties in an amount of $275 million and neither admitted nor denied the SEC’s findings.

On April 21, 2015, the Chicago Board Options Exchange, Incorporated (“CBOE”) and the CBOE Futures Exchange, LLC (“CFE”) filed statements of charges against MS&Co. in connection with trading by one of MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of the November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7, Sections 9(a) and 10(b) of the Exchange Act, and Rule 10b-5 thereunder. CFE alleged that MS&Co. violated CFE Rules 608, 609 and 620. The matters were resolved on June 28, 2016 without any findings of fraud.

 

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On June 18, 2015, MS&Co. entered into a settlement with the SEC and paid a fine of $500,000 as part of the MCDC Initiative to resolve allegations that MS&Co. failed to form a reasonable basis through adequate due diligence for believing the truthfulness of the assertions by issuers and/or obligors regarding their compliance with previous continuing disclosure undertakings pursuant to Rule 15c2-12 in connection with offerings in which MS&Co. acted as senior or sole underwriter.

On August 6, 2015, MS&Co. consented to and became the subject of an order by the CFTC to resolve allegations that MS&Co. violated CFTC Regulation 22.9(a) by failing to hold sufficient US Dollars in cleared swap segregated accounts in the United States to meet all US Dollar obligations to cleared swaps customers. Specifically, the CFTC found that while MS&Co. at all times held sufficient funds in segregation to cover its obligations to its customers, on certain days during 2013 and 2014, it held currencies, such as euros, instead of US dollars, to meet its US dollar obligations. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to have in place adequate procedures to ensure that it complied with CFTC Regulation 22.9(a). Without admitting or denying the findings or conclusions and without adjudication of any issue of law or fact, MS&Co. accepted and consented to the entry of findings, the imposition of a cease and desist order, a civil monetary penalty of $300,000, and undertakings related to public statements, cooperation, and payment of the monetary penalty.

Civil Litigation

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates 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. On March 7, 2013, the court granted defendants’ motion to strike plaintiff’s demand for a jury trial. The defendants’ joint motions for partial summary judgment were denied on November 9, 2015. At September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $43 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $43 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raises claims under both the federal securities laws and California law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On August 11, 2011, plaintiff’s federal securities law claims were dismissed with prejudice. 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. At September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $52 million, and the certificates had incurred actual losses of approximately $2 million. Based on currently available information, MS&Co. believes it could incur a loss for 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., 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.

 

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On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that MS&Co. misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co. knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court denied MS&Co.’s motion to dismiss the complaint. Based on currently available information, MS&Co. believes it 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 other defendants in the Circuit Court of the State of Illinois, styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011, which alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by MS&Co. at issue in the action was approximately $203 million. The complaint seeks, among other things, to rescind the plaintiff’s purchase of such certificates. The defendants filed a motion to dismiss the corrected amended complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. After that dismissal, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $48 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $48 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and 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. or sold to plaintiff by MS&Co. 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. The defendants’ motions to dismiss the amended complaint were granted in part and denied in part on September 30, 2013. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. At September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $52 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $52 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.

 

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On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint 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. to plaintiff currently at issue in this action was approximately $644 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss the complaint. MS&Co. perfected its appeal from that decision on June 12, 2015. At September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $252 million, and the certificates had incurred actual losses of approximately $85 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $252 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.

On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $132 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 26, 2015, MS&Co. perfected its appeal from the court’s October 29, 2014 decision. On August 11, 2016, the Appellate Division, First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At September 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $26 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $26 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.

Settled Civil Litigation

On August 25, 2008, MS&Co. and two ratings agencies were named as defendants in a purported class action related to securities issued by a structured investment vehicle called Cheyne Finance PLC and Cheyne Finance LLC (together, the “Cheyne SIV”). The case was styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley & Co. Inc., et al. The complaint alleged, among other things, that the ratings assigned to the securities issued by the Cheyne SIV were false and misleading, including because the ratings did not accurately reflect the risks associated with the subprime RMBS held by the Cheyne SIV. The plaintiffs asserted allegations of aiding and abetting fraud and negligent misrepresentation relating to approximately $852 million of securities issued by the Cheyne SIV. On April 24, 2013, the parties reached an agreement to settle the case, and on April 26, 2013, the court dismissed the action with prejudice.

 

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On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al. An amended complaint filed on June 10, 2010 alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $704 million. The complaint raised claims under both the federal securities laws and California law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 26, 2015, as a result of a settlement with certain other defendants, the plaintiff requested and the court subsequently entered a dismissal with prejudice of certain of the plaintiff’s claims, including all remaining claims against MS&Co.

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

On October 25, 2010, MS&Co., certain affiliates and Pinnacle Performance Limited, a special purpose vehicle (“SPV”), were named as defendants in a purported class action in the United States District Court for the Southern District of New York (“SDNY”), styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et al. On January 31, 2014, the plaintiffs in the action, which related to securities issued by the SPV in Singapore, filed a second amended complaint, which asserted common law claims of fraud, aiding and abetting fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the implied covenant of good faith and fair dealing. On July 17, 2014, the parties reached an agreement to settle the litigation, which received final court approval on July 2, 2015.

On July 5, 2011, Allstate Insurance Company and certain of its affiliated entities filed a complaint against MS&Co. in the Supreme Court of NY, styled Allstate Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on September 9, 2011, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued and/or sold to the plaintiffs by MS&Co. was approximately $104 million. The complaint raised common law claims of fraud, fraudulent inducement, aiding and abetting fraud, and negligent misrepresentation and seeks, among other things, compensatory and/or recessionary damages associated with the plaintiffs’ purchases of such certificates. On January 16, 2015, the parties reached an agreement to settle the litigation.

On July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against MS&Co. and other defendants in the Court of Common Pleas in Ohio, styled Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to plaintiffs by MS&Co. was approximately $153 million. On June 8, 2015, the parties reached an agreement to settle the litigation.

 

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On September 2, 2011, the Federal Housing Finance Agency (“FHFA”), as conservator for Fannie Mae and Freddie Mac, filed 17 complaints against numerous financial services companies, including MS&Co. and certain affiliates. A complaint against MS&Co. and certain affiliates and other defendants was filed in the Supreme Court of NY, styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to Fannie Mae and Freddie Mac of residential mortgage pass-through certificates with an original unpaid balance of approximately $11 billion. The complaint raised claims under federal and state securities laws and common law and seeks, among other things, rescission and compensatory and punitive damages. On February 7, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten, and/or sold by MS&Co. was approximately $758 million. The amended complaint raised common law claims of fraud, fraudulent inducement, and aiding and abetting fraud and seeks, among other things, rescission, compensatory, and/or rescissionary damages, as well as punitive damages, associated with the plaintiffs’ purchases of such certificates. On April 11, 2014, the parties entered into a settlement agreement.

On April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Superior Court of the State of New Jersey, styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. was approximately $1.073 billion. The amended complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On January 8, 2016, the parties reached an agreement to settle the litigation.

In re Morgan Stanley Mortgage Pass-Through Certificates Litigation, which had been pending in the SDNY, was a putative class action involving allegations that, among other things, the registration statements and offering documents related to the offerings of certain mortgage pass-through certificates in 2006 and 2007 contained false and misleading information concerning the pools of residential loans that backed these securitizations. On December 18, 2014, the parties’ agreement to settle the litigation received final court approval, and on December 19, 2014, the court entered an order dismissing the action.

On November 4, 2011, the Federal Deposit Insurance Corporation (“FDIC”), as receiver for Franklin Bank S.S.B, filed two complaints against MS&Co. in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten and sold to plaintiff by MS&Co. in these cases was approximately $67 million and $35 million, respectively. On July 2, 2015, the parties reached an agreement to settle the litigation.

On February 14, 2013, Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Bank Hapoalim B.M. v. Morgan Stanley et al. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $141 million. On July 28, 2015, the parties reached an agreement to settle the litigation, and on August 12, 2015, the plaintiff filed a stipulation of discontinuance with prejudice.

 

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On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the SDNY. The complaint alleged that defendants made untrue statements of material fact or omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiffs in the matter was approximately $417 million. The complaint alleged violations of federal and various state securities laws and sought, among other things, rescissionary and compensatory damages. On November 23, 2015, the parties reached an agreement to settle the matter.

On September 16, 2014, the Virginia Attorney General’s Office filed a civil lawsuit, styled Commonwealth of Virginia ex rel. Integra REC LLC v. Barclays Capital Inc., et al., against MS&Co. and several other defendants in the Circuit Court of the City of Richmond related to RMBS. The lawsuit alleged that MS&Co. and the other defendants knowingly made misrepresentations and omissions related to the loans backing RMBS purchased by the Virginia Retirement System. The complaint asserts claims under the Virginia Fraud Against Taxpayers Act, as well as common law claims of actual and constructive fraud, and seeks, among other things, treble damages and civil penalties. On January 6, 2016, the parties reached an agreement to settle the litigation. An order dismissing the action with prejudice was entered on January 28, 2016.

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

 

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Item 1A.  Risk Factors

There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and under Part II, Item 1A. “Risk Factors,” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016.

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

The Partnership no longer offers Units for sale.

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

 

                       (d) Maximum Number (or 
               (c ) Total Number of   Approximate Dollar
                Units Purchased as Part    Value) of Units that May
      (a) Total Number of     (b) Average Price       of Publicly Announced   Yet Be Purchased Under
Period   Units Purchased *   Paid per Unit **      Plans or Programs   the Plans or Programs
July 1, 2016 - July 31, 2016   19,461.377     $                      9.57       N/A   N/A
August 1, 2016 - August 31, 2016   21,014.071     $                      9.32       N/A   N/A
September 1, 2016 - September 30, 2016   24,771.831     $                      9.16       N/A   N/A
    65,247.279     $                      9.33            

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

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

Item 3.  Defaults Upon Senior Securities — None.

Item 4.  Mine Safety Disclosures — Not applicable.

Item 5.  Other Information — None.

 

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Item 6.  Exhibits

 

   31.01   Certification of President 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.
   32.01   Certification of President 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.
     3.08   Certificate of Amendment of Certificate of Limited Partnership, dated November 1, 2016 (changing its name from Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P. to Ceres Tactical Currency L.P.).
 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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SIGNATURES

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

 

MORGAN STANLEY SMITH BARNEY SPECTRUM CURRENCY AND COMMODITY L.P.
By:    Ceres Managed Futures LLC   
      (General Partner)   
By:  

  /s/ Patrick T. Egan

  
    Patrick T. Egan   
    President and Director   
Date: November 10, 2016   
By:  

  /s/ Steven Ross

  
    Steven Ross   
    Chief Financial Officer and Director   
    (Principal Accounting Officer)   
Date: November 10, 2016   

 

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