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, 2018

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 0-50271

CERES ORION L.P.

 

(Exact name of registrant as specified in its charter)

 

New York		22-3644546
(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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes X No   

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

 

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

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

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

Yes    No X

As of October 31, 2018, 241,692.2978 Limited Partnership Class A Redeemable Units were outstanding and 4,249.9272 Limited Partnership Class Z Redeemable Units were outstanding.

---

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Ceres Orion L.P.

Statements of Financial Condition

 

		September 30, 2018 (Unaudited)				December 31, 2017
Assets:
Investment in the Funds(1), at fair value		$	679,622,024			$	656,495,374
Redemptions receivable from the Funds			5,871,025				12,837,759
Equity in trading account:
Unrestricted cash			20,904,772				100,615,185
Restricted cash			7,209,191				42,619,216
Net unrealized appreciation on open futures contracts			1,055,641				5,004,060
Net unrealized appreciation on open forward contracts			-				873,274
Total equity in trading account			29,169,604				149,111,735
Cash at bank			-				436
Interest receivable			45,893				139,020
Total assets		$	714,708,546			$	818,584,324
Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open forward contracts		$	123,436			$	-
Accrued expenses:
Ongoing selling agent fees			2,468,476				2,622,825
Management fees			579,451				699,501
General Partner fees			444,873				509,718
Professional fees			319,417				412,503
Redemptions payable to Limited Partners			8,652,570				15,806,850
Total liabilities			12,588,223				20,051,397
Partners’ Capital:
General Partner, Class Z, 7,429.6743 and 8,552.3863 Redeemable Units outstanding at September 30, 2018 and December 31, 2017, respectively			8,250,092				9,602,692
Limited Partners, Class A, 245,105.1548 and 272,051.1558 Redeemable Units outstanding at September 30, 2018 and December 31, 2017, respectively			689,339,872				785,537,773
Limited Partners, Class Z, 4,079.8432 and 3,021.4072 Redeemable Units outstanding at September 30, 2018 and December 31, 2017, respectively			4,530,359				3,392,462
Total partners’ capital (net asset value)			702,120,323				798,532,927
Total liabilities and partners’ capital		$	714,708,546			$	818,584,324
Net asset value per Redeemable Unit:
Class A		$	2,812.43			$	2,887.46
Class Z		$	1,110.42			$	1,122.81

⁽¹⁾ Defined in Note 1.

See accompanying notes to financial statements.

 

1

---

Ceres Orion L.P.

Condensed Schedule of Investments

September 30, 2018

(Unaudited)

 

		Notional($)/ Number of     Contracts				Fair Value				% of Partners’   Capital
Futures Contracts Purchased
Energy			123			$	493,966				0.07	%
Indices			312				318,536				0.05
Interest Rates U.S.			492				(348,187)				(0.05)
Interest Rates Non-U.S.			1,004				(215,039)				(0.03)
Livestock			11				4,098				0.00	*
Metals			4				33,790				0.00	*
Softs			16				(71,375)				(0.01)
Total futures contracts purchased							215,789				0.03
Futures Contracts Sold
Energy			13				(5,691)				(0.00)	*
Grains			262				106,503				0.01
Indices			243				(7,780)				(0.00)	*
Interest Rates U.S.			488				368,187				0.05
Interest Rates Non-U.S.			1,241				263,347				0.04
Livestock			7				310				0.00	*
Metals			43				43,725				0.01
Softs			54				71,251				0.01
Total futures contracts sold							839,852				0.12
Net unrealized appreciation on open futures contracts						$	1,055,641				0.15	%
Unrealized Appreciation on Open Forward Contracts
Currencies			$34,274,774			$	354,575				0.05	%
Metals			248				500,108				0.07
Total unrealized appreciation on open forward contracts							854,683				0.12
Unrealized Depreciation on Open Forward Contracts
Currencies			$45,227,414				(516,205)				(0.07)
Metals			220				(461,914)				(0.07)
Total unrealized depreciation on open forward contracts							(978,119)				(0.14)
Net unrealized depreciation on open forward contracts						$	(123,436)				(0.02)	%
Investment in the Funds
CMF Winton Master L.P.						$	170,403,232				24.27	%
CMF TT II, LLC							171,319,957				24.40
CMF Willowbridge Master Fund L.P.							171,960,244				24.49
CMF FORT Contrarian Master Fund LLC							165,938,591				23.64
Total investment in the Funds						$	679,622,024				96.80	%

 

*	Due to rounding.

See accompanying notes to financial statements.

 

2

---

Ceres Orion L.P.

Condensed Schedule of Investments

December 31, 2017

 

		Notional($)/     Number of Contracts				Fair Value				% of Partners’   Capital
Futures Contracts Purchased
Energy			842			$	3,926,924				0.49	%
Grains			40				(7,380)				(0.00)	*
Indices			2,560				248,920				0.03
Interest Rates U.S.			2,389				(673,740)				(0.08)
Interest Rates Non-U.S.			2,820				(1,016,225)				(0.13)
Metals			135				664,797				0.08
Softs			185				459,870				0.06
Total futures contracts purchased							3,603,166				0.45
Futures Contracts Sold
Energy			659				(203,923)				(0.03)
Grains			1,662				607,241				0.08
Indices			1,980				990,738				0.12
Interest Rates U.S.			194				(12,188)				(0.00)	*
Interest Rates Non-U.S.			3,696				335,531				0.04
Livestock			19				(27,290)				(0.00)	*
Metals			93				(262,045)				(0.03)
Softs			304				(27,170)				(0.00)	*
Total futures contracts sold							1,400,894				0.18
Net unrealized appreciation on open futures contracts						$	5,004,060				0.63	%
Unrealized Appreciation on Open Forward Contracts
Currencies			$504,572,117			$	8,187,150				1.03	%
Metals			873				3,586,972				0.45
Total unrealized appreciation on open forward contracts							11,774,122				1.48
Unrealized Depreciation on Open Forward Contracts
Currencies			$547,763,469				(7,330,639)				(0.92)
Metals			818				(3,570,209)				(0.45)
Total unrealized depreciation on open forward contracts							(10,900,848)				(1.37)
Net unrealized appreciation on open forward contracts						$	873,274				0.11	%
Investment in the Funds
CMF Winton Master L.P.						$	186,666,465				23.38	%
CMF TT II, LLC							201,709,447				25.26
CMF Willowbridge Master Fund L.P.							268,119,462				33.58
Total investment in the Funds						$	656,495,374				82.22	%

 

*	Due to rounding.

 

See accompanying notes to financial statements.

 

3

---

Ceres Orion L.P.

Statements of Income and Expenses

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2018				2017				2018				2017
Investment Income:
Interest income		$	242,157			$	378,182			$	982,654			$	976,169
Interest income allocated from the Funds			2,771,528				1,478,523				7,381,728				3,647,371
Total investment income			3,013,685				1,856,705				8,364,382				4,623,540
Expenses:
Expenses allocated from the Funds			1,464,008				1,260,412				4,209,302				3,775,261
Clearing fees related to direct investments			72,282				178,898				287,761				621,237
Ongoing selling agent fees			3,404,449				4,006,825				11,195,491				11,335,274
Management fees			1,759,703				2,141,001				5,605,187				6,925,672
General Partner fees			1,348,649				1,571,353				4,211,951				5,121,187
Professional fees			372,038				371,270				1,139,257				1,275,005
Total expenses			8,421,129				9,529,759				26,648,949				29,053,636
Net investment loss			(5,407,444	)			(7,673,054	)			(18,284,567	)			(24,430,096	)
Trading Results:
Net gains (losses) on trading of commodity interests and     investment in the Funds:
Net realized gains (losses) on closed contracts			(2,026,813	)			(12,154,336	)			(8,319,641	)			(2,940,948	)
Net realized gains (losses) on closed contracts allocated from the Funds			7,412,166				(13,230,106	)			10,319,145				(31,338,694	)
Net change in unrealized gains (losses) on open contracts			(903,834	)			9,100,432				(4,789,798	)			(3,916,429	)
Net change in unrealized gains (losses) on open contracts allocated from the Funds			(1,488,579	)			(2,302,522	)			458,831				(18,728,762	)
Total trading results			2,992,940				(18,586,532	)			(2,331,463	)			(56,924,833	)
Net income (loss)		$	(2,414,504	)		$	(26,259,586	)		$	(20,616,030	)		$	(81,354,929	)
Net income (loss) per Redeemable Unit*:
Class A		$	(9.35	)		$	(88.76	)		$	(75.03	)		$	(262.19	)
Class Z		$	1.66			$	(29.06	)		$	(12.39	)		$	(86.81	)
Weighted average Redeemable Units outstanding:
Class A			251,296.6415				297,846.7901				260,793.9410				312,154.3165
Class Z			11,527.9635				11,396.7392				11,347.8311				12,212.9106

 

*

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

 

See accompanying notes to financial statements.

 

4

---

Ceres Orion L.P.

Statements of Changes in Partners’ Capital

For the Nine Months Ended September 30, 2018 and 2017

(Unaudited)

 

		Class A								Class Z								Total
		Amount				Redeemable Units				Amount				Redeemable Units				Amount				Redeemable Units
Partners’ Capital, December 31, 2017		$	785,537,773				272,051.1558			$	12,995,154				11,573.7935			$	798,532,927				283,624.9493
Subscriptions - Limited Partners			25,645,960				9,091.1190				1,269,831				1,147.4810				26,915,791				10,238.6000
Redemptions - General Partner			-				-				(1,300,011	)			(1,122.7120	)			(1,300,011	)			(1,122.7120	)
Redemptions - Limited Partners			(101,314,252	)			(36,037.1200	)			(98,102	)			(89.0450	)			(101,412,354	)			(36,126.1650	)
Net income (loss)			(20,529,609	)			-				(86,421	)			-				(20,616,030	)			-
Partners’ Capital, September 30, 2018		$	689,339,872				245,105.1548			$	12,780,451				11,509.5175			$	702,120,323				256,614.6723
Partners’ Capital, December 31, 2016		$	983,754,958				329,826.9338			$	14,158,793				12,420.2125			$	997,913,751				342,247.1463
Subscriptions - Limited Partners			29,018,866				9,996.9200				676,838				609.2230				29,695,704				10,606.1430
Redemptions - General Partner			-				-				(1,274,988	)			(1,178.1120	)			(1,274,988	)			(1,178.1120	)
Redemptions - Limited Partners			(154,137,702	)			(53,714.1090	)			(686,391	)			(638.5220	)			(154,824,093	)			(54,352.6310	)
Net income (loss)			(80,289,662	)			-				(1,065,267	)			-				(81,354,929	)			-
Partners’ Capital, September 30, 2017		$	778,346,460				286,109.7448			$	11,808,985				11,212.8015			$	790,155,445				297,322.5463

 

 

 

 

See accompanying notes to financial statements.

 

5

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

1.	Organization:

Ceres Orion L.P. (formerly, Orion Futures Fund L.P.) (the “Partnership”) is a limited partnership organized on March 22, 1999, under the partnership laws of the State of New York, to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests, including futures, option, swap and forward contracts. The sectors traded include currencies, energy, grains, livestock, indices, U.S. and non-U.S. interest rates, softs and metals. The commodity interests that are traded by the Partnership, directly and indirectly through its investment in the Funds (as defined below), are volatile and involve a high degree of market risk. The Partnership commenced trading on June 10, 1999. The Partnership privately and continuously offers redeemable units of limited partnership interest (“Redeemable Units”) to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership. The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets (directly or indirectly through its investment in the Funds) in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

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

As of September 30, 2018, all trading decisions were made for the Partnership by Winton Capital Management Limited (“Winton”), Transtrend B.V. (“Transtrend”), Willowbridge Associates Inc. (“Willowbridge”), FORT L.P. (“FORT”) and Systematica Investments Limited (“Systematica”) (each an “Advisor” and, collectively, the “Advisors”), each of which is a registered commodity trading advisor. Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors either directly, through an individually managed account, or indirectly, through its investment in the Funds. In addition, the General Partner may allocate the Partnership’s assets to additional non-major trading advisors (i.e., commodity trading advisors intended to be allocated less than 10% of the Partnership’s assets). Information about advisors allocated less than 10% of the Partnership’s assets may not be disclosed.

On June 1, 2011, the Partnership began offering “Class A” Redeemable Units and “Class Z” Redeemable Units pursuant to the offering memorandum. All Redeemable Units issued prior to June 1, 2011 were deemed Class A Redeemable Units. The rights, powers, duties and obligations associated with investment in Class A Redeemable Units were not changed. Class A Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions and non-U.S. investors. Class Z Redeemable Units were first issued on August 1, 2011. Class Z Redeemable Units are offered to limited partners who receive advisory services from Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) (“Morgan Stanley Wealth Management”) and certain employees of Morgan Stanley and/or its subsidiaries (and their family members). Class A Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” The Class of Redeemable Units that a limited partner receives upon a subscription will generally depend upon the status of the limited partner, although the General Partner may determine to offer a particular Class of Redeemable Units to investors at its discretion.

During the reporting periods ended September 30, 2018 and 2017, the Partnership’s/Funds’ commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. JPMorgan Chase Bank, N.A. (“JPMorgan”) was also a foreign exchange forward counterparty for certain Funds. During prior periods included in this report, the Partnership/Funds also deposited a portion of their cash in non-trading bank accounts at JPMorgan.

Effective February 28, 2018, the Partnership changed its name from Orion Futures Fund L.P. to Ceres Orion L.P.

As of September 30, 2018, Systematica directly traded the Partnership’s assets allocated to it through a managed account in the name of the Partnership pursuant to Systematica’s BlueTrend Program.

The Partnership, CMF Winton Master L.P. (“Winton Master”), CMF TT II, LLC (formerly, Morgan Stanley Smith Barney TT II, LLC) (“Transtrend Master”) and CMF Willowbridge Master Fund L.P. (“Willowbridge Master”) have entered into futures brokerage account agreements and foreign exchange brokerage account agreements with MS&Co. CMF FORT Contrarian Master Fund LLC (“FORT Contrarian Master”) has entered into a futures brokerage account agreement with MS&Co. Winton Master, Transtrend Master, Willowbridge Master and FORT Contrarian Master are collectively referred to as the “Funds.” The Partnership, directly and through its investment in the Funds, pays MS&Co. (or will reimburse MS&Co. if previously paid) its allocable share of all trading fees for the clearing and, where applicable, execution of transactions as well as exchange, user, give-up, floor brokerage and National Futures Association fees (collectively, the “clearing fees”).

 

6

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

Effective July 12, 2017, Winton Master, Transtrend Master and Willowbridge Master each entered into certain agreements with JPMorgan in connection with trading in forward foreign currency contracts on behalf of the referenced Funds and indirectly, the Partnership. These agreements include a foreign exchange and bullion authorization agreement (“FX Agreement”), an International Swap Dealers Association, Inc. master agreement (“Master Agreement”), a schedule to the Master Agreement, a 2016 credit support annex for variation margin to the schedule and an institutional account agreement. In addition to Willowbridge Master, Willowbridge is party to the FX Agreement for Willowbridge Master. Under each FX Agreement, JPMorgan charges a fee on the aggregate foreign currency transactions entered into on behalf of the respective Fund during a month.

The Partnership has entered into a selling agent agreement with Morgan Stanley Wealth Management (as amended, the “Selling Agreement”). Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee. The ongoing selling agent fee is $15.00 each for futures transactions and up to an equivalent amount for swaps and $7.50 each per side for options transactions, with respect to Class A Redeemable Units. Class Z Redeemable Units are not subject to an ongoing selling agent fee. The ongoing selling agent fee amount is reduced by applicable floor brokerage fees. The Partnership may pay an ongoing selling agent fee to other properly licensed and/or registered selling agents who sell Class A Redeemable Units, and such additional selling agents may share all or a substantial portion of such fees with their properly registered or exempted financial advisors who have sold Class A Redeemable Units.

As of November 1, 2018, the Partnership entered into an alternative investment placement agent agreement (the “Harbor Selling Agreement”), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. (“MSDI”), and Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor”), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a non-exclusive selling agent and sub-selling agent, respectively, of the Partnership for the purpose of finding eligible investors for Redeemable Units through offerings that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Redeemable Units of the Partnership, who had acquired such Redeemable Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2019 unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days’ prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional one year periods. Pursuant to the MSDI Selling Agreement, the Partnership will pay Harbor an ongoing selling agent fee equal to $15.00 per round turn, swaps by up to an equivalent amount and options transactions by $7.50 each per side, with respect to Class A Redeemable Units held by Harbor clients. In each case, the amount will be reduced by applicable floor brokerage fees.

Effective April 1, 2018, the monthly management fee Willowbridge receives was reduced to 1.25% per year of month-end net assets allocated to Willowbridge.

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

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 cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.

 

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

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at September 30, 2018, the results of its operations for the three and nine months ended September 30, 2018 and 2017 and changes in partners’ capital for the nine months ended September 30, 2018 and 2017. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2017. The December 31, 2017 information has been derived from the audited financial statements as of and for the year ended December 31, 2017.

 

7

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

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

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

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

Statement of Cash Flows. The Partnership has not provided a Statement of Cash Flows, as permitted by Accounting Standards Codification (“ASC”) 230, “Statement of Cash Flows.” The Statements of Changes in Partners’ Capital is included herein, and as of and for the periods ended September 30, 2018 and 2017, the Partnership carried no debt and all of the Partnership’s and the Funds’ investments were carried at fair value and classified as Level 1 and Level 2 measurements.

Partnership’s Investment in the Funds. The Partnership carries its investment in Winton Master and Willowbridge Master based on the respective Fund’s net asset value per unit as calculated by the Fund. The Partnership carries its investment in Transtrend Master and FORT Contrarian Master based on the Partnership’s (1) net contributions to Transtrend Master and FORT Contrarian Master and (2) its allocated share of the undistributed profits and losses, including realized gains (losses) and net change in unrealized gains (losses), of Transtrend Master and FORT Contrarian Master.

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

The Partnership and the Funds do 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 Partnership’s/Funds’ Statements of Income and Expenses.

Partnership’s Cash. The Partnership’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At September 30, 2018 and December 31, 2017, the amount of cash held for margin requirements was $7,209,191 and $42,619,216, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. The Partnership’s restricted and unrestricted cash includes cash denominated in foreign currencies of $(1,397,755) (proceeds of $1,462,397) and $(4,275,539) (proceeds of $4,184,850) at September 30, 2018 and December 31, 2017, respectively.

Income Taxes. Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740, “Income Taxes,” which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the more-likely-than-not threshold would be recorded as a tax benefit or liability in the Partnership’s Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Statements of Income and Expenses in the years in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2014 through 2017 tax years remain subject to examination by U.S. federal and most state tax authorities.

 

8

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

Investment Company Status. Effective January 1, 2014, the Partnership adopted Accounting Standards Update 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.

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

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

9

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

3.	Financial Highlights:

Financial highlights for the limited partner Classes as a whole for the three and nine months ended September 30, 2018 and 2017 were as follows:

 

		Three Months Ended September 30, 2018								Three Months Ended September 30, 2017								Nine Months Ended September 30, 2018								Nine Months Ended September 30, 2017
		Class A				Class Z				Class A				Class Z				Class A				Class Z				Class A				Class Z
Per Redeemable Unit Performance (for a unit outstanding throughout the period):*
Net realized and unrealized gains (losses)		$	12.03			$	4.73			$	(63.17)			$	(24.38)			$	(5.38)			$	(1.72)			$	(184.54)			$	(70.97)
Net investment loss			(21.38)				(3.07)				(25.59)				(4.68)				(69.65)				(10.67)				(77.65)				(15.84)
Increase (decrease) for the period			(9.35)				1.66				(88.76)				(29.06)				(75.03)				(12.39)				(262.19)				(86.81)
Net asset value per Redeemable Unit, beginning of period			2,821.78				1,108.76				2,809.21				1,082.23				2,887.46				1,122.81				2,982.64				1,139.98
Net asset value per Redeemable Unit, end of period		$	2,812.43			$	1,110.42			$	2,720.45			$	1,053.17			$	2,812.43			$	1,110.42			$	2,720.45			$	1,053.17
		Three Months Ended September 30, 2018								Three Months Ended September 30, 2017								Nine Months Ended September 30, 2018								Nine Months Ended September 30, 2017
		Class A				Class Z				Class A				Class Z				Class A				Class Z				Class A				Class Z
Ratios to Average Limited Partners’ Capital:**
Net investment loss***			(3.0)	%			(1.1)	%			(3.7)	%			(1.8)	%			(3.3)	%			(1.3)	%			(3.6)	%			(2.0)	%
Operating expenses			4.7	%			2.8	%			4.6	%			2.7	%			4.8	%			2.8	%			4.3	%			2.7	%
Incentive fees			-	%			-	%			-	%			-	%			0.0	%****			0.0	%****			0.0	%****			0.0	%****
Total expenses			4.7	%			2.8	%			4.6	%			2.7	%			4.8	%			2.8	%			4.3	%			2.7	%
Total return:
Total return before incentive fees			(0.3)	%			0.2	%			(3.2)	%			(2.7)	%			(2.6)	%			(1.1)	%			(8.8)	%			(7.6)	%
Incentive fees			-	%			-	%			-	%			-	%			(0.0)	%****			(0.0)	%****			(0.0)	%****			(0.0)	%****
Total return after incentive fees			(0.3)	%			0.2	%			(3.2)	%			(2.7)	%			(2.6)	%			(1.1)	%			(8.8)	%			(7.6)	%

 

*

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

 

**	Annualized (except for incentive fees).

 

***	Interest income less total expenses.

 

****	Due to rounding.

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

 

10

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

4.	Trading Activities:

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

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

All of the commodity interests owned directly by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the three months ended September 30, 2018 and 2017 were 8,070 and 18,958, respectively. The monthly average number of futures contracts traded directly by the Partnership during the nine months ended September 30, 2018 and 2017 were 9,965 and 20,348, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the three months ended September 30, 2018 and 2017 were 766 and 2,393, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the nine months ended September 30, 2018 and 2017 were 956 and 2,380, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the three months ended September 30, 2018 and 2017 were $240,976,653 and $735,963,290, respectively. The monthly average notional value of currency forward contracts traded directly by the Partnership during the nine months ended September 30, 2018 and 2017 were $406,446,038 and $1,354,647,288, respectively.

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

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

 

11

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting or similar arrangements as of September 30, 2018 and December 31, 2017, respectively.

 

						Gross Amounts Offset in the Statements of Financial Condition				Amounts Presented in the Statements of Financial Condition				Gross Amounts Not Offset in the Statements of Financial Condition
September 30, 2018		Gross Amounts Recognized												Financial Instruments				Cash Collateral Received/ Pledged*				Net Amount
Assets
Futures		$	1,908,850			$	(853,209	)		$	1,055,641			$	-			$	-			$	1,055,641
Forwards			854,683				(854,683	)			-				-				-				-
Total assets		$	2,763,533			$	(1,707,892	)		$	1,055,641			$	-			$	-			$	1,055,641
Liabilities
Futures		$	(853,209	)		$	853,209			$	-			$	-			$	-			$	-
Forwards			(978,119	)			854,683				(123,436	)			-				-				(123,436)
Total liabilities		$	(1,831,328	)		$	1,707,892			$	(123,436	)		$	-			$	-			$	(123,436)
Net fair value																						$	932,205	*
		Gross Amounts Recognized				Gross Amounts Offset in the Statements of Financial Condition				Amounts Presented in the Statements of Financial Condition				Gross Amounts Not Offset in the Statements of Financial Condition
December 31, 2017														Financial Instruments				Cash Collateral Received/ Pledged*				Net Amount
Assets
Futures		$	9,793,492			$	(4,789,432	)		$	5,004,060			$	-			$	-			$	5,004,060
Forwards			11,774,122				(10,900,848	)			873,274				-				-				873,274
Total assets		$	21,567,614			$	(15,690,280	)		$	5,877,334			$	-			$	-			$	5,877,334
Liabilities
Futures		$	(4,789,432	)		$	4,789,432			$	-			$	-			$	-			$	-
Forwards			(10,900,848	)			10,900,848				-				-				-				-
Total liabilities		$	(15,690,280	)		$	15,690,280			$	-			$	-			$	-			$	-
Net fair value																						$	5,877,334	*

 

*

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

 

12

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

The following tables indicate the gross fair values of derivative instruments of futures and forward contracts held directly by the Partnership as separate assets and liabilities as of September 30, 2018 and December 31, 2017, respectively.

 

		September 30, 2018
Assets
Futures Contracts
Energy		$	500,715
Grains			125,864
Indices			453,152
Interest Rates U.S.			372,945
Interest Rates Non-U.S.			288,254
Livestock			4,908
Metals			90,910
Softs			72,102
Total unrealized appreciation on open futures contracts			1,908,850
Liabilities
Futures Contracts
Energy			(12,440)
Grains			(19,361)
Indices			(142,396)
Interest Rates U.S.			(352,945)
Interest Rates Non-U.S.			(239,946)
Livestock			(500)
Metals			(13,395)
Softs			(72,226)
Total unrealized depreciation on open futures contracts			(853,209)
Net unrealized appreciation on open futures contracts		$	1,055,641			*
Assets
Forward Contracts
Currencies		$	354,575
Metals			500,108
Total unrealized appreciation on open forward contracts			854,683
Liabilities
Forward Contracts
Currencies			(516,205)
Metals			(461,914)
Total unrealized depreciation on open forward contracts			(978,119)
Net unrealized depreciation on open forward contracts		$	(123,436)			**

 

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

 

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

 

13

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

		December 31, 2017
Assets
Futures Contracts
Energy		$	4,510,786
Grains			629,298
Indices			2,719,041
Interest Rates U.S.			71,430
Interest Rates Non-U.S.			641,412
Metals			666,037
Softs			555,488
Total unrealized appreciation on open futures contracts			9,793,492
Liabilities
Futures Contracts
Energy			(787,785)
Grains			(29,437)
Indices			(1,479,383)
Interest Rates U.S.			(757,358)
Interest Rates Non-U.S.			(1,322,106)
Livestock			(27,290)
Metals			(263,285)
Softs			(122,788)
Total unrealized depreciation on open futures contracts			(4,789,432)
Net unrealized appreciation on open futures contracts		$	5,004,060			*
Assets
Forward Contracts
Currencies		$	8,187,150
Metals			3,586,972
Total unrealized appreciation on open forward contracts			11,774,122
Liabilities
Forward Contracts
Currencies			(7,330,639)
Metals			(3,570,209)
Total unrealized depreciation on open forward contracts			(10,900,848)
Net unrealized appreciation on open forward contracts		$	873,274			**

 

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

 

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

 

14

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

The following table indicates the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the three and nine months ended September 30, 2018 and 2017, respectively.

 

		Three Months Ended September 30,																Nine Months Ended September 30,
Sector		2018								2017								2018								2017
Currencies		$	(1,117,088	)						$	(1,135,931	)						$	(3,663,307	)						$	(5,898,239	)
Energy			(1,082,723	)							(1,840,457	)							2,876,785								(5,657,884	)
Grains			(126,740	)							(987,243	)							(3,092,321	)							(6,493,477	)
Indices			257,932								3,367,556								(5,827,268	)							19,681,360
Interest Rates U.S.			(279,524	)							(1,048,931	)							(2,164,574	)							(524,553	)
Interest Rates Non-U.S.			(1,040,861	)							(1,460,883	)							(701,546	)							(5,878,469	)
Livestock			68,637								(766,558	)							(136,790	)							(281,718	)
Metals			205,300								1,349,371								(1,204,940	)							(1,431,381	)
Softs			184,420								(530,828	)							804,522								(373,016	)
Total		$	(2,930,647	)			***			$	(3,053,904	)			***			$	(13,109,439	)			***			$	(6,857,377	)			***

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

 

5.	Fair Value Measurements:

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

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

The Partnership and the Funds consider prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of September 30, 2018 and December 31, 2017 and for the periods ended September 30, 2018 and 2017, the Partnership and the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3).

 

15

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

September 30, 2018		Total				Level 1				Level 2				Level 3
Assets
Futures		$	1,908,850			$	1,908,850			$	-			$	-
Forwards			854,683				-				854,683				-
Total assets		$	2,763,533			$	1,908,850			$	854,683			$	-
Liabilities
Futures		$	853,209			$	853,209			$	-			$	-
Forwards			978,119				-				978,119				-
Total liabilities		$	1,831,328			$	853,209			$	978,119			$	-
December 31, 2017		Total				Level 1				Level 2				Level 3
Assets
Futures		$	9,793,492			$	9,793,492			$	-			$	-
Forwards			11,774,122				-				11,774,122				-
Total assets		$	21,567,614			$	9,793,492			$	11,774,122			$	-
Liabilities
Futures		$	4,789,432			$	4,789,432			$	-			$	-
Forwards			10,900,848				-				10,900,848				-
Total liabilities		$	15,690,280			$	4,789,432			$	10,900,848			$	-

 

6.	Investment in the Funds:

On November 1, 2004, the assets allocated to Winton for trading were invested in Winton Master, a limited partnership organized under the partnership laws of the State of New York. Winton Master permits accounts managed by Winton using the Winton Futures Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Winton Master. Individual and pooled accounts currently managed by Winton, including the Partnership, are permitted to be limited partners of Winton Master. The General Partner and Winton believe that trading through this structure promotes efficiency and economy in the trading process. The General Partner and Winton have agreed that Winton will trade the Partnership’s assets allocated to Winton at a level that is up to 1.5 times the amount of assets allocated.

On June 1, 2011, the Partnership allocated a portion of its assets to Transtrend Master, a limited liability company organized under the limited liability company laws of the State of Delaware. Transtrend Master permits accounts managed by Transtrend using the Diversified Trend Program-Enhanced Risk Profile (US Dollar), a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the Trading Manager of Transtrend Master. Individual and pooled accounts managed by Transtrend, including the Partnership, are permitted to be non-managing members of Transtrend Master. The Trading Manager and Transtrend believe that trading through this structure promotes efficiency and economy in the trading process.

On August 1, 2014, the assets allocated to Willowbridge for trading were invested in Willowbridge Master, a limited partnership organized under the partnership laws of the State of New York. Willowbridge Master permits accounts managed by Willowbridge using its wPraxis Futures Trading Approach, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Willowbridge Master. Individual and pooled accounts currently managed by Willowbridge, including the Partnership, are permitted to be limited partners of Willowbridge Master. The General Partner and Willowbridge believe that trading through this structure promotes efficiency and economy in the trading process. The General Partner and Willowbridge have agreed that Willowbridge will trade the Partnership’s assets at a level that is up to three times the amount of the assets allocated.

 

16

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

On February 1, 2018, the assets allocated to FORT for trading were invested in FORT Contrarian Master, a limited liability company organized under the limited liability company laws of the State of Delaware. FORT Contrarian Master permits accounts managed by FORT using its Global Contrarian Trading Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the Trading Manager of FORT Contrarian Master. Individual and pooled accounts currently managed by FORT, including the Partnership, are permitted to be members of FORT Contrarian Master. The Trading Manager and FORT believe that trading through this structure promotes efficiency and economy in the trading process. The Trading Manager and FORT have agreed that FORT will trade the Partnership’s assets allocated to FORT at a level that is up to 1.25 times the amount of the assets allocated.

The General Partner is not aware of any material changes to any of the trading programs discussed above or in Note 1, “Organization” during the fiscal quarter ended September 30, 2018.

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

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

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

At September 30, 2018, the Partnership owned approximately 45.7% of Winton Master, 100.0% of Transtrend Master, 88.1% of Willowbridge Master and 87.3% of FORT Contrarian Master. Prior to the close of business on December 31, 2017, the Partnership owned approximately 45.8% of Winton Master, 95.8% of Transtrend Master and 82.5% of Willowbridge Master. It is the Partnership’s intention to continue to invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of investment in the Funds are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.

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

 

		September 30, 2018
		Total Assets				Total Liabilities				Total Capital
Winton Master		$	376,947,582			$	4,513,051			$	372,434,531
Transtrend Master			171,827,829				507,872				171,319,957
Willowbridge Master			206,237,736				11,344,061				194,893,675
FORT Contrarian Master			196,284,107				6,388,069				189,896,038
		December 31, 2017
		Total Assets				Total Liabilities				Total Capital
Winton Master		$	408,725,040			$	11,076,733			$	397,648,307
Transtrend Master			217,045,353				15,335,906				201,709,447
Willowbridge Master			336,101,673				39,096,772				297,004,901

 

17

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

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

 

		For the three months ended September 30, 2018
		Net Investment Income (Loss)				Total Trading Results				Net Income (Loss)
Winton Master		$	1,522,779			$	5,093,658			$	6,616,437
Transtrend Master			(63,695	)			7,382,684				7,318,989
Willowbridge Master			145,439				(5,164,493	)			(5,019,054	)
FORT Contrarian Master			648,640				1,044,681				1,693,321
		For the nine months ended September 30, 2018
		Net Investment Income (Loss)				Total Trading Results				Net Income (Loss)
Winton Master		$	3,891,074			$	8,703,267			$	12,594,341
Transtrend Master			(283,167	)			2,240,650				1,957,483
Willowbridge Master			609,893				1,904,494				2,514,387
FORT Contrarian Master (a)			1,374,460				2,075,455				3,449,915
		For the three months ended September 30, 2017
		Net Investment Income (Loss)				Total Trading Results				Net Income (Loss)
Winton Master		$	658,957			$	4,153,467			$	4,812,424
Transtrend Master			(416,574	)			(2,731,879	)			(3,148,453	)
Willowbridge Master			309,222				(18,046,425	)			(17,737,203	)
		For the nine months ended September 30, 2017
		Net Investment Income (Loss)				Total Trading Results				Net Income (Loss)
Winton Master		$	1,589,800			$	(4,951,903	)		$	(3,362,103	)
Transtrend Master			(1,837,311	)			(32,344,271	)			(34,181,582	)
Willowbridge Master			881,779				(21,416,617	)			(20,534,838	)

(a) From February 1, 2018, the date the Partnership invested into FORT Contrarian Master, through September 30, 2018.

 

18

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

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

 

		September 30, 2018								For the three months ended September 30, 2018
		% of												Expenses																Net
Funds		Partners’ Capital				Fair Value				Income (Loss)				Clearing Fees				Professional Fees				Management Fees				Incentive Fee				Income (Loss)				Investment Objective				Redemptions Permitted
Winton Master			24.27	%		$	170,403,232			$	3,019,102			$	62,643			$	7,626			$	-			$	-			$	2,948,833				Commodity Portfolio				Monthly
Transtrend Master			24.40	%			171,319,957				7,945,848				274,735				-				352,123				-				7,318,990				Commodity Portfolio				Monthly
Willowbridge Master			24.49	%			171,960,244				(3,794,723	)			641,585				16,066				-				-				(4,452,374	)			Commodity Portfolio				Monthly
FORT Contrarian Master			23.64	%			165,938,591				1,524,888				94,757				14,473				-				-				1,415,658				Commodity Portfolio				Monthly
Total						$	679,622,024			$	8,695,115			$	1,073,720			$	38,165			$	352,123			$	-			$	7,231,107
		September 30, 2018								For the nine months ended September 30, 2018
		% of												Expenses																Net
Funds		Partners’ Capital				Fair Value				Income (Loss)				Clearing Fees				Professional Fees				Management Fees				Incentive Fee				Income (Loss)				Investment Objective				Redemptions Permitted
Winton Master			24.27	%		$	170,403,232			$	6,854,549			$	168,880			$	22,809			$	-			$	-			$	6,662,860				Commodity Portfolio				Monthly
Transtrend Master			24.40	%			171,319,957				3,874,014				764,670				194				1,104,626				47,039				1,957,485				Commodity Portfolio				Monthly
Willowbridge Master			24.49	%			171,960,244				4,171,654				1,734,723				48,364				-				-				2,388,567				Commodity Portfolio				Monthly
FORT Contrarian Master (a)			23.64	%			165,938,591				3,259,487				279,966				38,031				-				-				2,941,490				Commodity Portfolio				Monthly
Total						$	679,622,024			$	18,159,704			$	2,948,239			$	109,398			$	1,104,626			$	47,039			$	13,950,402
		December 31, 2017								For the three months ended September 30, 2017
		% of												Expenses																Net
Funds		Partners’ Capital				Fair Value				Income (Loss)				Clearing Fees				Professional Fees				Management Fees				Incentive Fee				Income (Loss)				Investment Objective				Redemptions Permitted
Winton Master			23.38	%		$	186,666,465			$	2,225,016			$	65,881			$	7,118			$	-			$	-			$	2,152,017				Commodity Portfolio				Monthly
Transtrend Master			25.26	%			201,709,447				(2,230,361	)			350,172				185				459,487				-				(3,040,205	)			Commodity Portfolio				Monthly
Willowbridge Master			33.58	%			268,119,462				(14,048,760	)			363,603				13,966				-				-				(14,426,329	)			Commodity Portfolio				Monthly
Total						$	656,495,374			$	(14,054,105	)		$	779,656			$	21,269			$	459,487			$	-			$	(15,314,517	)
		December 31, 2017								For the nine months ended September 30, 2017
		% of												Expenses																Net
Funds		Partners’ Capital				Fair Value				Income (Loss)				Clearing Fees				Professional Fees				Management Fees				Incentive Fee				Income (Loss)				Investment Objective				Redemptions Permitted
Winton Master			23.38	%		$	186,666,465			$	(1,090,777	)		$	201,684			$	21,850			$	-			$	-			$	(1,314,311	)			Commodity Portfolio				Monthly
Transtrend Master			25.26	%			201,709,447				(29,714,232	)			1,179,329				557				1,530,126				25,157				(32,449,401	)			Commodity Portfolio				Monthly
Willowbridge Master			33.58	%			268,119,462				(15,615,076	)			775,437				41,121				-				-				(16,431,634	)			Commodity Portfolio				Monthly
Total						$	656,495,374			$	(46,420,085	)		$	2,156,450			$	63,528			$	1,530,126			$	25,157			$	(50,195,346	)

(a) From February 1, 2018, the date the Partnership invested into FORT Contrarian Master, through September 30, 2018.

 

19

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

7.	Financial Instrument Risks:

In the normal course of business, the Partnership and the Funds are parties to financial instruments with off-balance-sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options, and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or over-the-counter (“OTC”). Exchange-traded instruments include futures and certain standardized forward, option and swap contracts. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Each of these instruments is subject to various risks similar to those relating to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. The General Partner estimates that at any given time approximately 23.6% to 42.4% of the Partnership’s/Funds’ contracts are traded OTC.

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

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

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

 

20

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

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

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

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

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

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

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

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

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

 

21

---

Ceres Orion L.P.

Notes to Financial Statements

(Unaudited)

 

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

 

8.	Subsequent Events:

The General Partner evaluates events that occur after the balance sheet date but before and up until financial statements are available to be issued. The General Partner has assessed the subsequent events through the date the financial statements were issued and has determined that, other than that described below or in Note 1, “Organization” above, there were no subsequent events requiring adjustment to or disclosure in the financial statements.

Effective as of October 31, 2018, Systematica ceased to act as a commodity trading adviser to the Partnership.

 

22

---

Item 2.

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

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) redemptions receivable from the Funds, (iii) its equity in trading account, consisting of unrestricted cash, restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and investment in U.S. Treasury bills at fair value, if applicable, (iv) cash at bank and (v) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in the Funds and direct investments. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred during the third quarter of 2018.

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

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

Other than the risks inherent in commodity futures, forwards, options, swaps and other derivatives trading and U.S. Treasury bills and money market mutual fund securities, the Partnership and the Funds know of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’s or the Funds’ liquidity increasing or decreasing in any material way.

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

For the nine months ended September 30, 2018, the Partnership’s capital decreased 12.1% from $798,532,927 to $702,120,323. This decrease was attributable to redemptions of 36,037.1200 Class A limited partner Redeemable Units totaling $101,314,252, redemptions of 89.0450 Class Z limited partner Redeemable Units totaling $98,102, redemptions of 1,122.7120 Class Z General Partner Redeemable Units totaling $1,300,011 and a net loss of $20,616,030, which was partially offset by subscriptions of 9,091.1190 Class A limited partner Redeemable Units totaling $25,645,960 and subscriptions of 1,147.4810 Class Z limited partner Redeemable Units totaling $1,269,831. Future redemptions can impact the amount of funds available for investment in subsequent periods.

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

Off-Balance Sheet Arrangements and Contractual Obligations

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

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting periods. The General Partner believes that the estimates 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 Funds 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 gains (losses) in the Statements of Income and Expenses.

 

23

---

Results of Operations

During the Partnership’s third quarter of 2018, the net asset value per Redeemable Unit for Class A decreased 0.3% from $2,821.78 to $2,812.43, as compared to a decrease of 3.2% in the third quarter of 2017. During the Partnership’s third quarter of 2018, the net asset value per Redeemable Unit for Class Z increased 0.2% from $1,108.76 to $1,110.42, as compared to a decrease of 2.7% in the third quarter of 2017. The Partnership experienced a net trading gain before fees and expenses in the third quarter of 2018 of $2,992,940. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in U.S. interest rates, livestock, metals, softs and indices and were partially offset by losses in currencies, energy, grains and non-U.S. interest rates. The Partnership experienced a net trading loss before fees and expenses in the third quarter of 2017 of $18,586,532. Losses were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, livestock and softs and were partially offset by gains in metals and indices.

The most significant gains were achieved within the metals markets during July and August from short positions in gold and silver futures as a strengthening U.S. dollar diminished investor demand for precious metals. Additional gains were experienced within the agriculturals during July from short positions in coffee and sugar futures as global supply stocks swelled. Within the global stock index sector, gains were achieved primarily during July from long positions in European and Asian equity index futures as positive global economic sentiment overcame trade war concerns, pushing stock prices higher. The Partnership’s gains for the quarter were offset by losses incurred within the global interest rate markets during July and September from long positions in European fixed income futures as comments from the European Central Bank indicated a more hawkish position on raising interest rates. Within the currency sector, losses were recorded during July and September from positions in the euro versus the U.S. dollar as competing geopolitical and economic tensions resulted in choppy price action for the European currency. Further losses within the currencies were experienced during August from positions in the South African rand and Russian ruble and during July from positions in the Brazilian real.

During the Partnership’s nine months ended September 30, 2018, the net asset value per Redeemable Unit for Class A decreased 2.6% from $2,887.46 to $2,812.43, as compared to a decrease of 8.8% during the nine months ended September 30, 2017. During the Partnership’s nine months ended September 30, 2018, the net asset value per Redeemable Unit for Class Z decreased 1.1% from $1,122.81 to $1,110.42, as compared to a decrease of 7.6% during the nine months ended September 30, 2017. The Partnership experienced a net trading loss before fees and expenses for the nine months ended September 30, 2018 of $2,331,463. Losses were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, grains, non-U.S. interest rates, livestock, metals and indices and were partially offset by gains in energy, U.S. interest rates and softs. The Partnership experienced a net trading loss before fees and expenses for the nine months ended September 30, 2017 of $56,924,833. Losses were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, softs and metals and were partially offset by gains in livestock and indices.

The most notable losses were recorded during February from long positions in global stock indices as prices reversed sharply lower early in the month after previously trending higher for several months. Smaller losses in global stock indices were recorded in May from long positions in European and Asian equity index futures as tumultuous geopolitical events in Europe and Asia pulled stocks prices lower. Losses within the currency sector were incurred primarily during February from long positions in the Indian rupee, Australian dollar, and British pound versus the U.S. dollar as the value of the dollar strengthened. In the agricultural sector, losses were incurred in the grains markets from January through May as weather related factors resulted in short-term price volatility. Within the metals markets, losses were experienced from long positions in industrial metals as prices reversed lower in February on equity market weakness and in March on concerns of a burgeoning trade war between the U.S. and China. The Partnership’s overall trading losses for the first nine months of the year were partially offset by trading gains in the energy markets during January, March, April, May, August, and September from long positions in crude oil and its refined products as geopolitical turmoil and supply concerns pushed energy prices higher. Within the global interest rate sector, gains were recorded during January, June, and July from short positions in U.S. fixed income futures as prices declined amid signs the U.S. economy was gaining strength. Further gains in the global interest rate sector were experienced during March and May due to long positions in European fixed income futures.

Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility for profit. The profitability of the Partnership/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership/Funds expect to increase capital through operations.

 

24

---

Interest income is earned on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of FORT Contrarian Master’s, Willowbridge Master’s or Winton Master’s) brokerage account during each month at the rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. MS&Co. will pay monthly interest to Transtrend Master on 100% of the average daily equity maintained in cash in Transtrend Master’s brokerage account during each month at the rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate less 0.15% during such month but in no event less than zero. When the effective rate is less than zero, no interest is earned. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s and/or each Fund’s cash account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Any interest income earned on collateral or excess cash deposited by certain of the Funds and held by JPMorgan in its capacity as such Funds’ forward foreign currency counterparty will be retained by such Funds, and the Partnership will receive its allocable portion of such interest from the applicable Fund. Interest income earned by the Partnership for the three and nine months ended September 30, 2018 and 2017 increased by $1,156,980 and $3,740,842, respectively, as compared to the corresponding periods in 2017. The increase in interest income was primarily due to higher 4-week U.S. Treasury bill discount rates during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership’s and/or the Funds’ accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds, MS&Co. or JPMorgan has control.

Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three and nine months ended September 30, 2018 decreased by $106,616 and $333,476, respectively, as compared to the corresponding periods in 2017. The decrease in these clearing fees was primarily due to a decrease in the number of direct trades made by the Partnership during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017.

Ongoing selling agent fees are based on the number of trades executed by the Advisors. Accordingly, they must be compared in relation to the number of trades executed during the period. Ongoing selling agent fees for the three and nine months ended September 30, 2018 decreased by $602,376 and $139,783, respectively, as compared to the corresponding periods in 2017. The decrease in ongoing selling agent fees was primarily due to an decrease in the number of trades executed by the Advisors during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017.

Management fees, except fees payable to Transtrend, are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees payable to Transtrend are charged at the Transtrend Master level and are affected by trading performance, subscriptions and redemptions of Transtrend Master. Management fees for the three and nine months ended September 30, 2018 decreased by $488,662 and $1,745,985, respectively, as compared to the corresponding periods in 2017. The decrease in management fees was due to lower average adjusted net assets during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017.

Fees are paid to the General Partner for administering the business and affairs of the Partnership including, among other things, (i) selecting, appointing and terminating the Partnership’s commodity trading advisors, (ii) allocating and reallocating the Partnership’s assets among the commodity trading advisors and (iii) monitoring the activities of the commodity trading advisors. These fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. The General Partner fees for the three and nine months ended September 30, 2018 decreased by $222,704 and $909,236, respectively, as compared to the corresponding periods in 2017. The decrease in the General Partner fees was due to lower average adjusted net assets during the three and nine months ended September 30, 2018 as compared to the corresponding periods in 2017.

Incentive fees paid by the Partnership are based on the new trading profits, as defined in the respective management agreements among the Partnership, the General Partner and each Advisor, generated by each Advisor at the end of the quarter, calendar half year or annually, as applicable. Trading performance for the three and nine months ended September 30, 2018 resulted in incentive fees of $0 and $47,039, respectively. Trading performance for the three and nine months ended September 30, 2017 resulted in incentive fees of $0 and $25,157, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid an incentive fee until such Advisor recovers any net loss incurred by the Advisor and earns additional new trading profits for the Partnership.

 

25

---

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

As of September 30, 2018 and June 30, 2018, the Partnership’s assets were allocated among the Advisors in the following approximate percentages:

 

Advisor		September 30, 2018				September 30, 2018  (percentage of net assets)				June 30, 2018				June 30, 2018   (percentage of net assets)
Winton		$	170,483,017				24	%		$	163,671,738				23	%
Transtrend			170,256,724				24	%			161,323,314				22	%
Willowbridge			171,595,147				25	%			198,305,015				27	%
FORT			165,809,282				24	%			140,093,205				19	%
Systematica			23,976,153				3	%			65,839,187				9	%

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

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

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

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

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

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

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

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

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

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

 

26

---

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

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The Advisors currently trade the Partnership’s assets indirectly in master fund managed accounts established in the name of the master funds over which they have been granted limited authority to make trading decisions. Prior to its termination effective October 31, 2018, Systematica directly traded a managed account in the name of the Partnership. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e. in the managed account in the Partnership’s name traded by Systematica) and indirectly by each Fund separately. 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, 2017.

The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2018 and December 31, 2017. As of September 30, 2018, the Partnership’s total capitalization was $702,120,323.

September 30, 2018

 

Market Sector		Value at Risk				% of Total       Capitalization
Commodities		$	22,305,537				3.18	%
Currencies			37,456,492				5.33
Interest Rates			29,087,128				4.14
Equities			19,558,768				2.79
Total		$	108,407,925				15.44	%

As of December 31, 2017, the Partnership’s total capitalization was $798,532,927.

December 31, 2017

 

Market Sector		Value at Risk				% of Total       Capitalization
Commodities		$	31,695,545				3.97	%
Currencies			67,295,666				8.43
Interest Rates			21,758,941				2.72
Equities			40,033,293				5.01
Total		$	160,783,445				20.13	%

 

27

---

The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investments in the Funds by market category as of September 30, 2018 and December 31, 2017, and the highest, lowest and average values during the three months ended September 30, 2018 and the twelve months ended December 31, 2017. All open position trading risk exposures have been included in calculating the figures set forth below.

As of September 30, 2018 and December 31, 2017, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:

September 30, 2018

 

										Three Months Ended September 30, 2018
Market Sector		Value at Risk				% of Total   Capitalization				High   Value at Risk				Low   Value at Risk				Average   Value at Risk*
Currencies		$	3,109,982				0.44	%		$	9,470,363			$	1,778,921			$	5,902,164
Energy			356,184				0.05				985,106				328,861				576,502
Grains			252,409				0.03				663,142				219,253				434,340
Indices			2,240,652				0.32				6,426,907				1,850,299				4,337,843
Interest Rates U.S.			383,354				0.05				527,952				253,782				466,826
Interest Rates Non-U.S.			403,174				0.06				1,976,414				403,174				1,211,442
Livestock			37,125				0.01				91,630				28,160				49,686
Metals			255,129				0.04				946,723				255,129				451,379
Softs			132,942				0.02				471,744				128,757				303,700
Total		$	7,170,951				1.02	%
*   Average of month-end Values at Risk.   December 31, 2017
										Twelve Months Ended December 31, 2017
Market Sector		Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average Value at Risk*
Currencies		$	16,587,445				2.08	%		$	44,314,503			$	16,281,723			$	29,394,065
Energy			3,259,297				0.41				4,922,921				1,292,232				3,057,028
Grains			1,413,905				0.18				2,933,816				734,795				2,212,317
Indices			14,823,350				1.86				19,782,557				9,987,367				14,365,095
Interest Rates U.S.			849,657				0.11				3,122,851				849,657				2,039,105
Interest Rates Non-U.S.			2,728,281				0.34				6,750,624				1,672,930				3,702,845
Livestock			27,720				0.00	**			534,628				27,720				250,623
Metals			2,081,248				0.26				3,289,718				1,068,033				2,113,256
Softs			831,695				0.10				1,073,556				258,210				696,301
Total		$	42,602,598				5.34	%

 

*	Annual average of month-end Values at Risk.

**	Due to rounding.

 

28

---

As of September 30, 2018, Winton Master’s total capitalization was   $372,434,531 and the Partnership owned approximately 45.7% of Winton Master. As of September 30, 2018, Winton Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Winton for trading) was as follows:

September 30, 2018

 

										Three Months Ended September 30, 2018
Market Sector		Value at Risk				% of Total   Capitalization				High   Value at Risk				Low   Value at Risk				Average   Value at Risk*
Currencies		$	11,935,559				3.20	%		$	15,347,243			$	11,935,559			$	13,117,359
Energy			2,269,877				0.61				3,187,598				1,399,363				2,417,959
Grains			1,671,907				0.45				2,288,275				1,599,999				1,874,671
Indices			3,462,808				0.93				3,462,808				1,604,411				2,891,263
Interest Rates U.S.			423,215				0.11				926,502				420,186				556,877
Interest Rates Non-U.S.			3,626,931				0.97				4,678,955				2,576,662				3,992,382
Livestock			244,357				0.07				593,890				244,357				376,839
Metals			6,617,248				1.78				8,511,160				6,522,507				7,506,321
Softs			2,951,038				0.79				2,951,038				2,018,470				2,647,972
Total		$	33,202,940				8.91	%
*   Average of month-end Values at Risk.   Prior to the close of business on December 31, 2017, Winton Master’s total capitalization was   $408,679,588 and the Partnership owned approximately 45.8% of Winton Master. Prior to the close of business on December 31, 2017, Winton’s Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Winton for trading) was as follows:   December 31, 2017
										Twelve Months Ended December 31, 2017
Market Sector		Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average Value at Risk*
Currencies		$	37,375,662				9.15	%		$	41,685,050			$	6,859,203			$	29,801,089
Energy			6,288,778				1.54				6,288,778				660,791				2,375,862
Grains			1,358,483				0.33				2,712,999				1,100,657				1,778,122
Indices			20,126,411				4.92				31,470,290				17,643,595				23,398,714
Interest Rates U.S.			1,109,639				0.27				5,362,330				514,996				2,048,055
Interest Rates Non-U.S.			2,562,664				0.63				5,374,331				1,520,731				3,434,888
Livestock			502,480				0.12				850,960				359,920				611,098
Metals			10,415,048				2.55				10,465,318				1,732,090				4,070,470
Softs			2,704,190				0.66				2,735,012				1,140,436				1,782,061
Total		$	82,443,355				20.17	%

 

*	Annual average of month-end Values at Risk.

 

29

---

As of September 30, 2018, Transtrend Master’s total capitalization was   $171,319,957 and the Partnership owned 100.0% of Transtrend Master. As of September 30, 2018, Transtrend Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Transtrend for trading) was as follows:

September 30, 2018

 

										Three Months Ended September 30, 2018
Market Sector		Value at Risk				% of Total   Capitalization				High   Value at Risk				Low   Value at Risk				Average   Value at Risk*
Commodities		$	12,034,341				7.02	%		$	12,097,667			$	7,293,172			$	9,512,996
Currencies			11,510,443				6.72				11,892,390				8,109,796				10,077,443
Interest Rates			14,007,117				8.18				14,588,628				12,264,697				13,339,032
Equities			7,197,623				4.20				9,631,019				6,676,423				8,027,777
Total		$	44,749,524				26.12	%
*   Average of daily Values at Risk.   Prior to the close of business on December 31, 2017, Transtrend Master’s total capitalization was   $216,893,179 and the Partnership owned approximately 95.8% of Transtrend Master. Prior to the close of business on December 31, 2017, Transtrend Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Transtrend for trading) was as follows:   December 31, 2017
										Twelve Months Ended December 31, 2017
Market Sector		Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average Value at Risk*
Commodities		$	14,981,202				6.91	%		$	16,281,307			$	8,420,726			$	13,271,018
Currencies			19,248,396				8.87				32,480,250				11,349,411				20,816,692
Interest Rates			12,582,632				5.80				18,335,424				4,377,363				10,507,441
Equities			16,705,050				7.70				23,325,397				9,893,398				15,903,292
Total		$	63,517,280				29.28	%

 

*	Annual average of daily Values at Risk.

 

30

---

As of September 30, 2018, Willowbridge Master’s total capitalization was   $194,893,675 and the Partnership owned approximately 88.1% of Willowbridge Master. As of September 30, 2018, Willowbridge Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Willowbridge for trading) was as follows:

September 30, 2018

 

										Three Months Ended September 30, 2018
Market Sector		Value at Risk				% of Total   Capitalization				High   Value at Risk				Low   Value at Risk				Average   Value at Risk*
Currencies		$	17,848,320				9.16	%		$	56,907,657			$	17,848,320			$	31,790,473
Energy			910,679				0.47				2,458,335				-				303,560
Grains			1,874,125				0.96				1,874,125				-				1,046,943
Indices			2,809,155				1.44				7,089,710				-				1,649,405
Interest Rates U.S.			9,865,233				5.06				20,067,906				3,909,870				9,572,769
Interest Rates Non-U.S.			1,666,775				0.86				16,022,539				-				4,658,005
Total		$	34,974,287				17.95	%
*   Average of month-end Values at Risk.   Prior to the close of business on December 31, 2017, Willowbridge Master’s total capitalization was   $332,211,210 and the Partnership owned approximately 82.5% of Willowbridge Master. Prior to the close of business on December 31, 2017, Willowbridge Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Willowbridge for trading) was as follows:   December 31, 2017
										Twelve Months Ended December 31, 2017
Market Sector		Value at Risk				% of Total Capitalization				High Value at Risk				Low Value at Risk				Average Value at Risk*
Currencies		$	18,377,762				5.53	%		$	83,446,338			$	3,531,563			$	34,901,146
Interest Rates Non-U.S.			5,390,008				1.62				21,928,085				-				6,693,730
Total		$	23,767,770				7.15	%

 

*	Annual average of month-end Values at Risk.

 

31

---

As of September 30, 2018, Fort Contrarian Master’s total capitalization was $189,896,038 and the Partnership owned approximately 87.3% of Fort Contrarian Master. As of September 30, 2018, FORT Contrarian Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to FORT for trading) was as follows:

September 30, 2018

 

										Three Months Ended September 30, 2018
Market Sector		Value at Risk				% of Total   Capitalization				High   Value at Risk				Low   Value at Risk				Average   Value at Risk*
Currencies		$	1,898,221				1.00	%		$	2,302,536			$	1,401,293			$	1,964,517
Energy			438,745				0.23				965,498				232,689				443,601
Indices			6,945,159				3.66				6,945,159				4,552,571				6,067,749
Interest Rates U.S.			1,000,634				0.53				1,000,634				131,679				796,828
Interest Rates Non-U.S.			1,614,334				0.85				4,340,103				1,614,334				2,784,022
Metals			131,956				0.07				153,450				48,490				102,227
Total		$	12,029,049				6.34	%

 

*	Average of month-end Values at Risk.

 

32

---

Item 4.

Controls and Procedures.

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the President and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

The General Partner is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2018, and, based on that evaluation, the General Partner’s President and CFO have concluded that, at that date, the Partnership’s disclosure controls and procedures were effective.

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

 

•

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

 

•

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

 

•

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

There were no changes in the Partnership’s internal control over the financial reporting process during the fiscal quarter ended September 30, 2018 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

33

---

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 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, please refer to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2017, 2016, 2015, 2014, and 2013. In addition, MS&Co. annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. Please refer to the Commitments, Guarantees and Contingencies – Legal section of MS&Co.’s 2017 Audited Financial.

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.

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

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

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

 

34

---

On June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by the Commodity Futures Trading Commission (“CFTC”) to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act and 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 Commodity Exchange Act 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, 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.

On June 18, 2015, MS&Co. entered into a settlement with the SEC and paid a fine of $500,000 as part of the Municipalities Continuing Disclosure Cooperation 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 under the Exchange Act 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 U.S. dollars in cleared swap segregated accounts in the United States to meet all U.S. dollar obligations to cleared swaps customers. Specifically, the CFTC found that while MS&Co. at all times held sufficient funds in segregation to cover its obligations to its customers, on certain days during 2013 and 2014, it held currencies, such as euros, instead of U.S. dollars, to meet its U.S. dollar obligations. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to have in place adequate procedures to ensure that it complied with CFTC Regulation 22.9(a). Without admitting or denying the findings or conclusions and without adjudication of any issue of law or fact, MS&Co. accepted and consented to the entry of findings, the imposition of a cease and desist order, a civil monetary penalty of $300,000, and undertakings related to public statements, cooperation, and payment of the monetary penalty.

 

35

---

On December 20, 2016, MS&Co. consented to and became the subject of an order by the SEC in connection with allegations that MS&Co. willfully violated Sections 15(c)(3) and 17(a)(1) of the Exchange Act and Rules 15c3-3(e), 17a-5(a), and 17a-5(d) thereunder, by inaccurately calculating its Reserve Account requirement under Rule 15c3-3 by including margin loans to an affiliate in its calculations, which resulted in making inaccurate records and submitting inaccurate reports to the SEC. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. consented to a cease and desist order, a censure, and a civil monetary penalty of $7,500,000.

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

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

Civil Litigation

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint relates to a $275 million credit default swap 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. On June 27, 2018, the Firm filed a motion for summary judgment and spoliation sanctions against CDIB. 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. On January 18, 2017, the court entered an order dismissing all claims related to an additional securitization at issue. After those dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $65 million. At September 25, 2018, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $37 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 $37 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.

 

36

---

On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $133 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 11, 2016, the Appellate Division, First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At September 25, 2018, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $23 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 $23 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleges that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV (defined below), and asserts violations of the California False Claims Act and other state laws and seeks treble damages, civil penalties, disgorgement, and injunctive relief. On September 30, 2016, the court granted MS&Co.’s demurrer, with leave to replead. On October 21, 2016, the California Attorney General filed an amended complaint. On January 25, 2017, the court denied MS&Co.’s demurrer with respect to the amended complaint.

Settled Civil Litigation

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

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. 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.

 

37

---

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 December 21, 2016, the parties reached an agreement to settle the litigation.

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 alleged 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 alleged 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 alleged 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.

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

 

38

---

styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The complaint alleged 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 sought, 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 alleged 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 sought, 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 raised claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act, and included 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, 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 alleged 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

 

39

---

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.

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

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

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and alleged that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $385 million. The amended complaint raised claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. On July 13, 2018, the parties reached an agreement in principle to settle the litigation.

On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleged that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $634 million. The complaint 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 26, 2018, the parties entered into an agreement to settle the litigation.

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

 

40

---

Item lA.

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, 2017 and under Part II, Item 1A. “Risk Factors.” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

For the three months ended September 30, 2018, there were subscriptions of 1,528.3110 Class A Redeemable Units totaling $4,300,237 and subscriptions of 85.5290 Class Z Redeemable Units totaling $94,831. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. These Redeemable Units were purchased by accredited investors as defined in Regulation D. In determining the applicability of the exemption, the General Partner relied on the fact that the Redeemable Units were purchased by accredited investors in a private offering.

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

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

 

Period		Class A (a) Total Number of Redeemable Units Purchased*				Class A (b) Average Price Paid per Redeemable Unit**				Class Z (a) Total Number of Redeemable Units Purchased*				Class Z (b) Average Price Paid per Redeemable Unit**				(c) Total Number of Redeemable Units Purchased as Part of Publicly Announced Plans or Programs				(d) Maximum Number (or Approximate Dollar Value) of Redeemable Units that May Yet Be Purchased Under the Plans or Programs
July 1, 2018 - July 31, 2018			3,924.6390			$	2,802.70				55.3380			$	1,102.91				N/A				N/A
August 1, 2018 - August 31, 2018			3,341.5550			$	2,806.93				N/A				N/A				N/A				N/A
September 1, 2018 - September 30, 2018			3,076.5460			$	2,812.43				N/A				N/A				N/A				N/A
			10,342.7400			$	2,806.96				55.3380			$	1,102.91

 

*

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

 

**

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

 

Item 3.

Defaults Upon Senior Securities. — None.

 

Item 4.

Mine Safety Disclosures. — Not Applicable.

 

Item 5.

Other Information. — None.

 

41

---

Item 6.

Exhibits.

 

Exhibit 10.1 —		Alternative Investment Selling Agent Agreement between the Partnership, the General Partner, Harbor and MSDI, dated as of November 1, 2018 (filed herewith).
Exhibit 31.1 —		Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).
Exhibit 31.2 —		Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director) (filed herewith).
Exhibit 32.1 —		Section 1350 Certification (Certification of President and Director) (filed herewith).
Exhibit 32.2 —		Section 1350 Certification (Certification of Chief Financial Officer and Director) (filed herewith).

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Document.

 

42

---

SIGNATURES

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

 

CERES ORION L.P.
By:		Ceres Managed Futures LLC (General Partner)
By:		/s/ Patrick T. Egan
		Patrick T. Egan President and Director
Date: November 8, 2018
By:		/s/ Steven Ross
		Steven Ross
		Chief Financial Officer and Director
		(Principal Accounting Officer)
Date: November 8, 2018

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

 

43