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Interest income less total expenses.Represents the change in net asset value per Redeemable Unit.This amount is in “Net unrealized appreciation on open futures contracts” in the Statements of Financial Condition.In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’s non-exchange-traded contracts, as applicable, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. In certain instances, MS&Co. may not post collateral and as such, in the event of default by MS&Co., the Partnership is exposed to the amount shown in the Statements of Financial Condition. In the case of exchange-traded contracts, the Partnership’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee funds may be available in the event of a default. 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from
    
to
    
Commission File Number
000-52602
CERES TACTICAL COMMODITY L.P.
 
(Exact name of registrant as specified in its charter)
 
New York
   
20-2718952
(State or other jurisdiction of    (I.R.S. Employer
incorporation or organization)    Identification No.)
c/o Ceres Managed Futures LLC
1585 Broadway
New York, New York 10036
 
(Address and Zip Code of principal executive offices)
(855)
672-4468
 
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
 
     
Title of each class   Trading symbol(s)   Name of each exchange on which registered
     
N/A   N/A   N/A
Securities registered pursuant to Section 12(g) of the Act:
Redeemable Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes _  No
X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes _  No
X
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. __
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).
Yes _  No
X
Limited Partnership Redeemable Units with an aggregate value of $114,695,259 were outstanding and held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.
As of February 28, 2026, 37,963.8037 Limited Partnership Class A Redeemable Units were outstanding, 100.0580 Limited Partnership Class D Redeemable Units were outstanding and 613.3870 Limited Partnership Class Z Redeemable Units were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
[None]

PART I

Item 1. Business.

(a) General Development of Business. Ceres Tactical Commodity L.P. (the “Partnership”) is a limited partnership organized on April 20, 2005 under the partnership laws of the State of New York to engage, directly or indirectly, in the speculative trading of commodity interests on United States (“U.S.”) and international futures, options on futures and forward markets. The Partnership may also engage, directly or indirectly, in swap transactions and other derivative transactions with the approval of the General Partner (as defined below). Initially, the Partnership’s investment strategy focused on energy and energy-related investments. While the Partnership is expected to continue to have significant exposure to energy and energy-related markets, such trading will no longer be the Partnership’s primary focus. Therefore, the Partnership’s past trading performance will not necessarily be indicative of future results. The sectors traded include energy, grains, livestock, metals and softs. The commodity interests that are traded by the Partnership, directly or indirectly through its investment in the Funds (as defined below) are volatile and involve a high degree of market risk. The General Partner may also determine to invest up to all of the Partnership’s assets (directly or indirectly through its investment in the Funds) in U.S. Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates. During the initial offering period, the Partnership sold 11,925 redeemable units of limited partnership interest (“Redeemable Units”). The Partnership commenced trading on September 6, 2005. The Partnership privately and continuously offers Redeemable Units to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.

Subscriptions and redemptions of Redeemable Units and General Partner contributions and redemptions for the years ended December 31, 2025, 2024 and 2023 are reported in the Statements of Changes in Partners’ Capital under “Item 8. Financial Statements and Supplementary Data.”

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 Drakewood Master (as defined below). The General Partner was also the Trading Manager of NL Master (as defined below) prior to NL Master’s termination. The General Partner is a wholly-owned subsidiary of Morgan Stanley Capital Management LLC (“MSCM”). MSCM is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

On April 1, 2019, the Partnership allocated a portion of its assets to CMF NL Master Fund LLC (“NL Master”), a limited liability company organized under the limited liability company laws of the State of Delaware. Effective December 31, 2024, the Partnership fully redeemed its investment in NL Master. On May 1, 2022, the Partnership allocated a portion of its assets to CMF Drakewood Master Fund LLC (“Drakewood Master”), a limited liability company organized under the limited liability company laws of the State of Delaware. Drakewood Master is referred to as the “Fund.” Reference herein to the “Funds” may also include, as relevant, NL Master.

During the years ended December 31, 2025, 2024 and 2023, the Partnership’s/Funds’ commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant.

As of December 31, 2025, all trading decisions are made for the Partnership by Millburn Ridgefield Corporation (“Millburn”), Ospraie Management, LLC (“Ospraie”), Drakewood Capital Management Limited (“Drakewood”), and Opus Futures, LLC (“Opus”) (each an “Advisor” and, collectively, the “Advisors”), each of which is, a registered commodity trading advisor, or has otherwise represented that it is exempt from registration as a commodity trading advisor. Effective December 31, 2024, Northlander Commodity Advisors LLP (“Northlander”) and EMC Capital Advisors, LLC (“EMC”) ceased to act as commodity trading advisors to the Partnership. References herein to the “Advisors” may also include, as relevant, EMC and Northlander. A description of the trading activities and focus of each Advisor is included under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors either directly, through individually managed accounts, or indirectly through its investment in the Funds. The Advisors are not affiliated with one another, are not affiliated with the General Partner and MS&Co., and are not responsible for the organization or operation of the Partnership.

 

3

As of June 13, 2018, the Partnership began offering three classes of limited partnership interests, Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units. All Redeemable Units issued prior to October 31, 2016 were deemed “Class A Redeemable Units.” Class Z Redeemable Units were first issued on January 1, 2017. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units were not changed. Class D Redeemable Units were first issued July 1, 2018. The rights, liabilities, risks, and fees associated with investment in the Class A Redeemable Units and Class Z Redeemable Units were not changed. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” Class A Redeemable Units are and Class D Redeemable Units were available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions and non-U.S. investors. Class Z Redeemable Units are offered to limited partners who receive advisory services from Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) (“Morgan Stanley Wealth Management”) and may also be offered to certain employees of Morgan Stanley and/or its subsidiaries (and their family members). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that Class A Redeemable Units and Class D Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the adjusted net assets of Class A Redeemable Units and Class D Redeemable Units, respectively, as of the end of each month, whereas Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee. Effective January 1, 2021, the Partnership ceased offering Class D Redeemable Units.

For the period January 1, 2025 through December 31, 2025, the approximate average market sector distribution for the Partnership was as follows:

 

LOGO

At December 31, 2025, the Partnership owned approximately 35.0% of Drakewood Master. At December 31, 2024, the Partnership owned approximately 41.3% of Drakewood Master. The performance of the Partnership is directly affected by the performance of the Funds.

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

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 or redemptions and losses, if any.

The Partnership will be liquidated upon the first of the following to occur: December 31, 2055; the net asset value per Redeemable Unit decreases to less than $400 as of the close of any business day; or under certain circumstances as set forth in the limited partnership agreement of the Partnership, as may be amended or restated from time to time (the “Limited Partnership Agreement.”) In addition, the General Partner may, in its sole discretion, cause the Partnership to dissolve if the Partnership’s aggregate net assets decline to less than $1,000,000.

 

4

The General Partner administers the business and affairs of the Partnership, including selecting one or more advisors to make trading decisions for the Partnership. The Partnership pays the General Partner a monthly General Partner fee in return for its services to the Partnership equal to 1/12 of 0.75% (0.75% per year) of month-end Net Assets. Month-end Net Assets per Class, for the purpose of calculating the General Partner fee are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s management fee, incentive fee accrual, the General Partner fee and any redemptions or distributions as of the end of such month. The General Partner fee is allocated proportionately to each Class based on the net asset value of the respective Class. This fee may be increased or decreased at the discretion of the General Partner.

The General Partner, on behalf of the Partnership, entered into management agreements (each, a “Management Agreement”) with the Advisors. The Advisors are not affiliated with one another, are not affiliated with the General Partner or MS&Co. and are not responsible for the organization or operation of the Partnership. The Partnership pays Millburn a monthly management fee equal to 1/12 of 1.0% (1.0% per year) of month-end Net Assets allocated to Millburn. The Partnership pays Ospraie a monthly management fee equal to 1/12 of 1.5% (1.5% per year) of month-end Net Assets allocated to Ospraie. The Partnership pays Drakewood a monthly management fee equal to 1/12 of 1.5% (1.5% per year) of month-end Net Assets allocated to Drakewood. The Partnership pays Opus a monthly management fee equal to 1/12 of 1.0% (1.0% per year) of month-end Net Assets allocated to Opus. Prior to its termination on December 31, 2024, Northlander was paid a monthly management fee equal to 1/12 of 1.25% (1.25% per year) of month-end Net Assets allocated to Northlander. Prior to its termination on December 31, 2024, EMC was paid a monthly management fee equal to 1/12 of 0.60% (0.60 % per year) of month-end Net Assets allocated to EMC. Month-end Net Assets, for the purpose of calculating management fees are Net Assets as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s management fee, incentive fee accrual, the General Partner fee and any redemptions or distributions as of the end of such month. An Advisor’s management fee is allocated proportionately to each Class based on the net asset value of the respective Class.

In addition, the Partnership is obligated to pay each Advisor an incentive fee. The Partnership pays Ospraie, Drakewood, and Opus each an incentive fee, payable annually, equal to 20% of New Trading Profits, as defined in each Management Agreement, earned by the relevant Advisor for the Partnership during each calendar year. The Partnership pays Millburn an incentive fee, payable annually, equal to 27.5% of New Trading Profits, as defined in the Management Agreement, earned by Millburn for the Partnership during the calendar year. Prior to its termination on December 31, 2024, Northlander was eligible to receive an incentive fee, payable annually, equal to 20% of New Trading Profits, as defined in the Management Agreement, earned by Northlander for the Partnership each calendar year. Prior to its termination on December 31, 2024, EMC was eligible to receive an incentive fee, payable annually, equal to 20% of New Trading Profits, as defined in the Management Agreement, earned by EMC for the Partnership each calendar year. An Advisor’s incentive fee is allocated proportionally to each Class based on the net asset value of the respective Class. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid an incentive fee until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership. Each Management Agreement can be terminated upon notice by either party. In allocating substantially all of the assets of the Partnership among the Advisors, the General Partner considers, among other factors, the Advisors’ past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.

The Partnership and the Funds have entered into a customer agreement with MS&Co. (the “Customer Agreement”). Under the Customer Agreement, the Partnership pays trading fees for the clearing and, where applicable, the execution of transactions, as well as exchange, user, give-up, floor brokerage and National Futures Association (“NFA”) fees (collectively, the “clearing fees”) directly and indirectly through its investment in the Funds. Clearing fees are allocated to the Partnership based on its proportionate share of each Fund. Clearing fees are also borne directly by the Partnership for its direct trading. Clearing fees will be paid for the life of the Partnership, although the rate at which such fees are paid may be changed. All of the Partnership’s assets available for trading in commodity interests not held in the Funds’ accounts at MS&Co. are deposited in the Partnership’s accounts at MS&Co. The Partnership’s cash deposited by MS&Co. is held in segregated bank accounts to the extent required by Commodity Futures Trading Commission (“CFTC”) regulations. MS&Co. has agreed to pay the Partnership interest on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of the Funds’) brokerage account at the rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate.

 

5

The Partnership has also entered into a selling agreement (the “Selling Agreement”) with Morgan Stanley Wealth Management. Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of the adjusted month-end net assets of Class A Redeemable Units and Class D Redeemable Units. Morgan Stanley Wealth Management pays a portion of its ongoing selling agent fees to properly registered or exempted financial advisors who have sold Class A and Class D Redeemable Units.

The ongoing selling agent fees for the years ended December 31, 2025, 2024 and 2023 for Class A were $850,453, $1,043,309 and $1,121,446, respectively. The ongoing selling agent fees for the years ended December 31, 2025, 2024 and 2023 for Class D were $1,574, $1,638 and $6,727, respectively. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee. Month-end net assets, for the purpose of calculating ongoing selling agent fees are net assets, as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s ongoing selling agent fee, management fee, incentive fee accrual, the General Partner fee and other expenses and any redemptions or distributions as of the end of such month.

Generally, a member in the Funds withdraws all or part of its capital contribution and undistributed profits, if any, from the Funds as of the end of any month (the “Redemption Date”) after a request has been made to the 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, 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.

The General Partner has delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.

(b) Financial Information about Segments. The Partnership’s business consists of only one segment, speculative trading of commodity interests. The Partnership does not engage in sales of goods or services. The Partnership’s capital as of December 31, 2025 was $99,556,199.

(c) Narrative Description of Business. See Paragraphs (a) and (b) above.

(i) through (xii) — Not applicable.

(xiii) — The Partnership has no employees.

(d) Financial Information About Geographic Areas. The Partnership does not engage in the sale of goods or services or own any long-lived assets, and therefore this item is not applicable.

(e) Available Information. The Partnership does not have an Internet address. The Partnership will provide paper copies of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to these reports free of charge upon request.

(f) Reports to Security Holders. Not applicable.

(g) Enforceability of Civil Liabilities Against Foreign Persons. Not applicable.

(h) Smaller Reporting Companies. Not applicable.

 

6

Item 1A. Risk Factors.

As a result of leverage, small changes in the price of the Partnership’s positions may result in major losses.

The trading of commodity interests is speculative, volatile and involves a high degree of leverage. A small change in the market price of a commodity interest contract can produce major losses for the Partnership. Market prices can be influenced by, among other things, changing supply and demand relationships, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, weather and climate conditions, insects and plant disease, purchases and sales by foreign countries, changing interest rates, pandemics, epidemics and other public health crises.

An investor may lose all of their investment.

Due to the speculative nature of trading commodity interests, an investor could lose all of their investment in the Partnership.

The Partnership will pay substantial fees and expenses regardless of profitability.

Regardless of its trading performance, the Partnership will incur fees and expenses, including but not limited to trading and transaction fees, ongoing selling agent fees, General Partner fees and management fees. Substantial incentive fees may be paid to one or more of the Advisors even if the Partnership experiences a net loss for the full year.

An investor’s ability to redeem Redeemable Units is limited.

An investor’s ability to redeem Redeemable Units is limited and no market exists for the Redeemable Units.

Conflicts of interest exist.

The Partnership is subject to numerous conflicts of interest including those that arise from the fact that:

 

  1.

The General Partner and the Partnership’s/Funds’ commodity broker are affiliates;

 

  2.

The Advisors, the Partnership’s/Funds’ commodity broker, the General Partner and their respective principals and affiliates may trade in commodity interests for their own accounts;

 

  3.

An investor’s financial advisor will receive ongoing compensation for providing services to the investor’s account; and

 

  4.

The General Partner, on behalf of the Partnership, may purchase shares from money market mutual funds affiliated and/or unaffiliated with the General Partner.

Investing in Redeemable Units may not provide the desired diversification of an investor’s overall portfolio.

One of the Partnership’s objectives is to add an element of diversification to a traditional stock and bond portfolio, but any benefit of portfolio diversification is dependent upon the Partnership/Funds achieving positive returns and such returns being independent of stock and bond market returns.

Past performance is no assurance of future results.

The Advisors’ trading strategies may not perform as they have performed in the past, and past performance does not necessarily predict future returns. The Advisors have from time to time incurred substantial losses in trading on behalf of clients.

An investor’s tax liability may exceed cash distributions.

Investors are taxed on their share of the Partnership’s income, even though the Partnership does not intend to make any distributions.

 

7

The General Partner may allocate the Partnership’s assets to undisclosed advisors.

The General Partner at any time may select and allocate the Partnership’s assets to undisclosed advisors. Investors may not be advised of such changes in advance, or at all. Investors must rely on the ability of the General Partner to select commodity trading advisors and allocate assets among them.

Regulatory changes could restrict the Partnership’s operations and increase its operational costs.

Regulatory changes could adversely affect the Partnership by restricting its markets or activities, limiting its trading and/or increasing the costs or taxes to which investors are subject. Pursuant to the mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law on July 21, 2010, the CFTC and the Securities and Exchange Commission (the “SEC”) have promulgated rules to regulate trading in swaps and swap dealers and to mandate additional reporting and disclosure requirements and continue to promulgate rules regarding capital and margin requirements, to require that certain swaps be traded on an exchange or a swap execution facility, and to require that derivatives (such as those traded by the Partnership) be moved into central clearinghouses. The CFTC and the prudential regulators that oversee swap dealers have adopted rules regarding margin requirements for certain derivatives. In addition, the CFTC and such prudential regulators have proposed or adopted, respectively, rules regarding capital requirements for swap dealers. These rules may negatively impact the manner in which swap contracts are traded and/or settled, increase the cost of such trades, and limit trading by speculators (such as the Partnership) in futures and over-the-counter (“OTC”) markets.

Speculative position and trading limits may reduce profitability.

The CFTC and U.S. exchanges have established “speculative position limits” on the maximum net long or net short positions which any person or a group of persons may hold or control in particular futures and options on futures. The Advisors believe that established speculative position and trading limits will not materially adversely affect trading for the Partnership. The trading instructions of an Advisor, however, may have to be modified, and positions held by the Partnership directly and indirectly through its investment in the Funds may have to be liquidated, in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Partnership/Funds by increasing transaction costs to liquidate positions and limiting potential profits on liquidated positions.

In January 2021, the CFTC finalized new rules that impose position limits on certain futures and option contracts and physical commodity swaps that are “economically equivalent” to such contracts. In addition to speculative position limits, most commodity exchanges also limit fluctuations in futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Such regulations could have an adverse effect on an Advisor’s trading for the Partnership.

The General Partner, the Partnership, the Funds and their respective service providers (including the Advisors) and operations are potentially vulnerable to cyber-security attacks or incidents.

Like other business enterprises, the use of the internet and other electronic media and technology exposes the General Partner, the Partnership, the Funds and their respective services providers and operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber events”). Cyber events may include, for example, unauthorized access to systems, networks or devices, infection from computer viruses or other malicious software code, mishandling or misuse of information and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber events, unintentional cyber events can occur. Unintentional cyber events may include, for example, the inadvertent release of confidential information, the mishandling or misuse of information and/or technological limitations or hardware failures (in the markets or otherwise) that constrain the Partnership’s and/or the Funds’ ability to gather, process and communicate information efficiently and securely, without interruption.

Any cyber event could adversely affect the Partnership’s and/or the Funds’ business, financial condition or results of operations and cause the Partnership and/or the Funds to incur financial loss and expense, as well as face exposure to regulatory penalties or legal claims, reputational damage and additional costs associated with corrective measures. A cyber-security breach could also jeopardize a limited partner’s personal, confidential, proprietary or other information processed and stored in, and transmitted through, the General Partner’s or a service provider’s computer systems. A cyber event may cause the Partnership, the Funds or their respective service providers to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate the Partnership’s net asset value, or allow investors to transact business) and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Partnership, the Funds or their respective service providers.

 

8

The nature of malicious cyber-attacks is becoming increasingly sophisticated and none of the General Partner, the Partnership nor the Funds can control whether a cyber-event will adversely affect the cyber systems of the Advisors or other third-party service providers.
Tax Laws Are Subject To Change at Any Time
.
Tax laws and court and Internal Revenue Service (“IRS”) interpretations thereof are subject to change at any time, possibly with retroactive effect.
Prospective investors are urged to consult with their tax advisors with respect to regulatory or administrative developments and proposals, and their potential effects on them based on their unique circumstances.
Beginning in February 2022, the United States, the United Kingdom, the European Union, and a number of other nations imposed sanctions against Russia in response to Russia’s invasion of Ukraine, and these and other governments around the world may impose additional sanctions in the future as the conflict develops. In addition, the armed conflict between Israel and Hamas and subsequent sanctions have created volatility in the price of various commodities and may lead to a deterioration in the political and trade relationships that exist between the countries involved and have a negative impact on business activity globally, and therefore could affect the performance of the Partnership’s/Funds’ investments. Furthermore, uncertainties regarding these conflicts and the varying involvement of the United States and other countries preclude prediction as to the ultimate impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Partnership/Funds and the performance of its investments or operations, and the ability of the Partnership to achieve its investment objectives. Additionally, to the extent that investors, service providers and/or other third parties have material operations or assets in Russia, Belarus, Ukraine or Israel, they may have their operations disrupted and/or suffer adverse consequences related to the ongoing conflicts.
1B.
Unresolved Staff Comments
.
Not applicable.
1C.
Cybersecurity
.
Risk management and strategy
The Partnership has no directors or executive officers and its affairs are managed by its General Partner. The General Partner is a wholly-owned subsidiary of MSCM. MSCM is ultimately owned by Morgan Stanley. Morgan Stanley, its businesses, the General Partner, the Partnership, and the broader financial services industry face an increasingly complex and evolving threat environment. Morgan Stanley has made and continues to make substantial investments in cybersecurity and fraud prevention technology, and employ experienced talent to lead its Cybersecurity and Information Security organizations and program under the oversight of the Morgan Stanley Board of Directors (the “Board”) and the Operations and Technology Committee of the Board (the “BOTC”). See “Risk Factors – The General Partner, the Partnership, the Funds and their respective service providers (including the Advisors) and operations are potentially vulnerable to cyber-security attacks or incidents” for information on risks to the Partnership from cybersecurity threats.
As part of its enterprise risk management (“ERM”) framework, Morgan Stanley has implemented and maintains a program to assess, identify and manage risks arising from the cybersecurity threats (the “Cybersecurity Program”). The Cybersecurity Program has been adopted by the General Partner, and applies to its business, as relevant. The Cybersecurity Program helps protect Morgan Stanley’s clients, customers, employees, property, products, services and reputation by seeking to preserve the confidentiality, integrity and availability of information, enable the secure delivery of financial services, and protect the business and the safe operation of Morgan Stanley’s technology systems. Morgan Stanley continually adjusts the Cybersecurity Program to address the evolving cybersecurity threat landscape and comply with extensive legal and regulatory expectations.
Processes for assessing, identifying and managing material risks from cybersecurity threats
The Cybersecurity Program takes into account industry best practices and addresses risks from cybersecurity threats to Morgan Stanley’s network, infrastructure, computing environment and the third parties that Morgan Stanley, and its affiliates rely on. Morgan Stanley periodically assesses the design of its cybersecurity controls against the Cyber Risk Institute Cyber Profile, which is based on the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework for Improving Critical Infrastructure Cybersecurity, as well as global cybersecurity regulations, and develops improvements to those controls in response to that assessment. The Cybersecurity Program also includes cybersecurity and information security policies, procedures and technologies that are designed to address regulatory requirements and to protect clients’, employees’ and Morgan Stanley’s own data against unauthorized disclosure, modification and misuse. These policies, procedures and technologies cover a broad range of areas, including: identification of internal and external threats, access control, data security, protective controls, detection of malicious or unauthorized activity, incident response, and recovery planning.
 
9
The threat intelligence function within the Cybersecurity Program actively engages in private and public information sharing communities and leverages both commercial and proprietary products to collect a wide variety of industry and governmental information regarding the latest cybersecurity threats, which informs the cybersecurity risk assessments and strategy. This information is also provided to an internal forensics team, which develops and implements technologies designed to help detect these cybersecurity threats. Where a potential threat is identified, an incident response team evaluates the potential impact, and coordinates remediation where required. These groups, as well as Morgan Stanley’s Operational Risk Department (the “Operational Risk Department”), review external cybersecurity incidents that may be relevant to Morgan Stanley and its affiliates, and the outcomes of these incidents further inform the design of the Cybersecurity Program. In addition, Morgan Stanley maintains a robust global training program on cybersecurity risks and requirements and conducts regular phishing email simulations for its employees and consultants.
The cybersecurity processes are designed to help oversee, identify and mitigate risks associated with Morgan Stanley’s use of third-party vendors. Morgan Stanley maintains a third-party risk management program that includes evaluation of, and response to, cybersecurity risks at its third-party vendors. Prior to engaging third-party vendors to provide services, Morgan Stanley conducts assessments of the third-party vendors’ cybersecurity programs to identify the impact of their services on the cybersecurity risks to Morgan Stanley. Once
on-boarded,
third-party vendors’ cybersecurity programs are subject to risk-based oversight, which may include security questionnaires, submission of independent security audit reports or an audit of the third-party vendor’s security program, and, with limited exceptions, third-party vendors are required to meet Morgan Stanley’s cybersecurity standards. Where a third-party vendor cannot meet those standards, its services, and the residual risk, are subject to review, challenge and escalation through Morgan Stanley’s risk management processes and ERM committees, which may ultimately result in requesting increased security measures or ceasing engagement with such third-party vendor.
The Cybersecurity Program is regularly assessed by Morgan Stanley’s Internal Audit Department (“IAD”) through various assurance activities, with the results reported to the Audit Committee of the Board (“BAC”) and the BOTC. Annually, certain elements of the Cybersecurity Program are subject to an audit by an independent consultant, as well as an assessment by a separate, independent third party, the results of which, including opportunities identified for improvement and related remediation plans, are reviewed with the BOTC. The Cybersecurity Program is also examined regularly by Morgan Stanley’s prudential and conduct regulators within the scope of their jurisdiction.
Governance
Morgan Stanley Management’s role in assessing and managing material risks from cybersecurity threats
The Cybersecurity Program is operated and maintained by management, including Morgan Stanley’s Chief Information Officer of Cyber, Data, Risk and Resilience (“CIO”) and Morgan Stanley’s Chief Information Security Officer (“CISO”). These senior officers are responsible for assessing and managing the Firm’s cybersecurity risks. The General Partner adheres to the Cybersecurity Program’s policies and participates in periodic testing. The Cybersecurity Program strategy, which is set by the CISO and overseen by the Head of the Operational Risk Department, is informed by various risk and control assessments, control testing, external assessments, threat intelligence, and public and private information sharing. The Cybersecurity Program also includes processes for escalating and considering the materiality of incidents that impact Morgan Stanley and its affiliates, including escalation to senior management and the Board, which are periodically tested through tabletop exercises.
The members of management that lead the Cybersecurity Program and strategy have extensive experience in technology, cybersecurity and information security. The CIO has over 30 years of experience in various engineering, IT, operations and information security roles. The CISO has over 25 years of experience leading cybersecurity teams at financial institutions, including in the areas of IT strategy, risk management and information security. The Head of the Operational Risk Department has over 20 years of experience in technology, security and compliance roles, including experience in government security agencies.
Risk levels and mitigating measures are presented to and monitored by dedicated management-level cybersecurity risk committees. These committees include representatives from management as well as business and control stakeholders who review, challenge and, where appropriate, consider exceptions to its policies and procedures. Significant cybersecurity risks are escalated from these committees to Morgan Stanley’s
non-financial
risk committee. The CIO and the Head of the Operational Risk Department report on the status of the Cybersecurity Program, including significant cybersecurity risks; review metrics related to the program; and discuss the status of regulatory and remedial actions and incidents to Morgan Stanley’s
non-financial
risk committee, the BOTC and the Board, as appropriate.
 
10

Item 2. Properties.

The Partnership does not own or lease any properties. The General Partner operates out of facilities provided by Morgan Stanley and/or one of its subsidiaries.

 

11

Item 3. Legal Proceedings.

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

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

The Company is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including the Company. As a consolidated subsidiary of Morgan Stanley, the Company does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2024, 2023, 2022, 2021, and 2020. In addition, the Company annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the Commitments, Guarantees and Contingencies – Legal section of the Company’s 2024 Audited Financial Statement.

In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the third-party entities that are, or would otherwise be, the primary defendants in such cases are bankrupt, in financial distress, or may not honor applicable indemnification obligations. These actions have included, but are not limited to, antitrust claims, claims under various false claims act statutes, and matters arising from our sales and trading businesses and our activities in the capital markets.

Each of Morgan Stanley and the Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental or other regulatory agencies regarding the Company’s business and involving, among other matters, sales, trading, financing, prime brokerage, market-making activities, investment banking advisory services, capital market activities, financial products or offerings sponsored, underwritten, or sold by the Company, wealth and investment management services, and tax, accounting, and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, disgorgement, restitution, forfeiture, injunctions, limitations on our ability to conduct certain business, or other relief.

The Company contests liability and/or the amount of damages as appropriate in each pending matter. Where available information indicates that it is probable a liability had been incurred at the date of the consolidated statement of financial condition and the Company can reasonably estimate the amount of that loss or the range of loss, the Company accrues an estimated loss by a charge to income, including with respect to certain of the individual proceedings or investigations described below.

The Company’s legal expenses can, and may in the future, fluctuate from period to period, given the current environment regarding government or regulatory agency investigations and private litigation affecting global financial services firms, including the Company.

In many legal proceedings and investigations, it is inherently difficult to determine whether any loss is probable or reasonably possible, or to estimate the amount of any loss. In addition, even where the Company has determined that a loss is probable or reasonably possible or an exposure to loss or range of loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, the Company may be unable to reasonably estimate the amount of the loss or range of loss. It is particularly difficult to determine if a loss is probable or reasonably possible, or to estimate the amount of loss, where the factual record is being developed or contested or where plaintiffs or government entities seek substantial or indeterminate damages, restitution, forfeiture, disgorgement or penalties. Numerous issues may need to be resolved in an investigation or proceeding before a determination can be made that a loss or additional loss (or range of loss or range of additional loss) is probable or reasonably possible, or to estimate the amount of loss, including through potentially lengthy discovery or determination of important factual matters, determination of issues related to class certification, the calculation of damages or other relief, and consideration of novel or unsettled legal questions relevant to the proceedings or investigations in question.

 

12

The Company has identified below any individual proceedings or investigations where the Company believes a material loss to be reasonably possible. In certain legal proceedings in which the Company has determined that a material loss is reasonably possible, the Company is unable to reasonably estimate the loss or range of loss. There are other matters in which the Company has determined a loss or range of loss to be reasonably possible, but the Company does not believe, based on current knowledge and after consultation with counsel, that such losses could have a material adverse effect on the consolidated statement of financial condition as a whole, although the outcome of such proceedings or investigations may significantly impact the Company’s business or results of operations for any particular reporting period, or cause significant reputational harm.

While the Company has identified below certain proceedings or investigations that the Company believes to be material, individually or collectively, there can be no assurance that material losses will not be incurred from claims that have not yet been asserted or those where potential losses have not yet been determined to be probable or reasonably possible.

Civil Litigation

Beginning in February of 2016, the Company was named as a defendant in multiple purported antitrust class actions now consolidated into a single proceeding in the United States District Court for the Southern District of New York (“SDNY”) styled In Re: Interest Rate Swaps Antitrust Litigation. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. and New York state antitrust laws from 2008 through December of 2016 in connection with alleged efforts to prevent the development of electronic exchange-based platforms for interest rate swaps trading. Complaints were filed both on behalf of a purported class of investors who purchased interest rate swaps from defendants, as well as on behalf of three operators of swap execution facilities that allegedly were thwarted by the defendants in their efforts to develop such platforms. The consolidated complaints seek, inter alia, certification of the investor class of plaintiffs and treble damages. On July 28, 2017, the court granted in part and denied in part the defendants’ motion to dismiss the complaints. On December 15, 2023, the court denied the class plaintiffs’ motion for class certification. On December 29, 2023, the class plaintiffs petitioned the United States Court of Appeals for the Second Circuit for leave to appeal that decision. On February 28, 2024, the parties reached an agreement in principle to settle the class claims. On July 17, 2025, the court granted final approval of the settlement. The claims brought by the three operators of swap execution facilities remain pending.

The Company is a defendant in three antitrust class action complaints which have been consolidated into one proceeding in the United States District Court for the SDNY under the caption City of Philadelphia, et al. v. Bank of America Corporation, et al. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. antitrust laws and relevant state laws in connection with alleged efforts to artificially inflate interest rates for Variable Rate Demand Obligations (“VRDO”). The consolidated complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. The complaint was filed on behalf of a class of municipal issuers of VRDO for which defendants served as remarketing agent. On November 2, 2020, the court granted in part and denied in part the defendants’ motion to dismiss the consolidated complaint, dismissing state law claims, but denying dismissal of the U.S. antitrust claims. On September 21, 2023, the court granted plaintiffs’ motion for class certification. On February 5, 2024, the United States Court of Appeals for the Second Circuit granted leave to appeal that decision and, on August 1, 2025, affirmed the court’s decision. On December 1, 2025, defendants filed a petition for writ of certiorari with the United States Supreme Court regarding the Second Circuit’s August 2025 decision.

On February 21, 2025, the U.K. Competition and Markets Authority announced a settlement with an affiliate of the Company, as well as other financial institutions, in connection with its investigation of suspected anti-competitive arrangements in the financial services sector, specifically regarding the affiliate’s activities concerning certain liquid fixed income products between 2009 and 2012. Separately, on June 16, 2023, the affiliate and the Company, together with a number of other financial institutions, were named as defendants in a purported antitrust class action in the United States District Court for the SDNY styled Oklahoma Firefighters Pension and Retirement System v. Deutsche Bank Aktiengesellschaft, et al., alleging, inter alia, that they violated U.S. antitrust laws in connection with their alleged effort to fix prices of gilts traded in the United States between 2009 and 2013. The complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. On September 16, 2024, the court granted defendants’ joint motion to dismiss, and the complaint was dismissed without prejudice. In October of 2024, the affiliate, the Company, and certain other defendants reached an agreement in principle to settle the U.S. litigation. On March 17, 2025, the court granted preliminary approval of the settlement.

 

13

On May 17, 2013, the plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against the Company and certain affiliates in the Supreme Court of the State of New York, New York County. The complaint alleges that defendants made material misrepresentations and omissions in the sale to the plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company to the plaintiff was approximately $133 million. The complaint alleges causes of action against the Company for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, inter alia, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part the Company’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by the Company or sold to the plaintiff by the Company was approximately $116 million. On August 11, 2016, the Appellate Division, affirmed the trial court’s order denying in part the Company’s motion to dismiss the complaint. On July 15, 2022, the Company filed a motion for summary judgment on all remaining claims. On March 1, 2023, the court granted in part and denied in part the Company’s motion for summary judgment, narrowing the alleged misrepresentations at issue in the case. On March 26, 2024, the Appellate Division affirmed the trial court’s summary judgment order. On August 27, 2024, the plaintiff notified the court that in light of the court’s rulings to exclude certain evidence at trial, the plaintiff could not prove its claims at trial, and requested that the court dismiss the case, subject to its right to appeal the evidentiary rulings. On August 28, 2024, the court dismissed the case, and judgment was entered in the Company’s favor. The plaintiff has appealed.

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

 

14

Item 4. Mine Safety Disclosures. Not Applicable.

 

15

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

  (a)

Market Information. The Partnership has issued no stock. There is no public market for the Redeemable Units.

 

  (b)

Holders. The number of holders of Redeemable Units as of February 28, 2026 was 610 for Class A Redeemable Units, 0 for Class D Redeemable Units and 19 for Class Z Redeemable Units.

 

  (c)

Dividends. The Partnership did not declare any distributions in 2025 or 2024. The Partnership does not intend to declare distributions in the foreseeable future.

 

  (d)

Securities Authorized for Issuance Under Equity Compensatory Plans. None.

 

  (e)

Performance Graph. Not applicable.

 

  (f)

Recent Sales of Unregistered Securities – Use of Proceeds from Registered Securities. For the year ended December 31, 2025, there were subscriptions of 695.2100 Class A Redeemable Units totaling $1,856,141 and 207.9020 Class Z Redeemable Units totaling $450,000. For the year ended December 31, 2024, there were subscriptions of 1,328.6390 Class A Redeemable Units totaling $3,647,500 and 83.3320 Class Z Redeemable Units totaling $189,888. For the year ended December 31, 2023, there were subscriptions of 2,752.1070 Class A Redeemable Units totaling $7,482,119 and 117.6330 Class Z Redeemable Units totaling $262,500.

Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 506 of Regulation D promulgated thereunder. The Redeemable Units are purchased by accredited investors, as described in Regulation D. In determining the applicability of the exemption, the General Partner relies on the fact that the Redeemable Units are purchased by accredited investors in a private offering.

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

 

  (g)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

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

 

                           (d) Maximum Number   
                  (c) Total Number of      (or Approximate  
                 Redeemable Units     Dollar Value) of  
     Class A     Class A     Purchased as Part     Redeemable Units  
     (a) Total Number     (b) Average Price     of Publicly     that May Yet be  
     of Redeemable     Paid per     Announced Plans     Purchased Under the  
Period    Units Purchased *       Redeemable Unit **      or Programs     Plans or Programs  

October 1, 2025 - October 31, 2025

     1,359.2330     $ 2,581.13       N/A       N/A  

November 1, 2025 - November 30, 2025

     656.4910     $ 2,591.30       N/A       N/A  

December 1, 2025 - December 31, 2025

     791.2970     $ 2,553.98       N/A       N/A  
      2,807.0210     $ 2,575.85                  

 

  *

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

 

  **

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

 

16

Item 6. Reserved.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The Partnership, directly and through its investment in the Funds, seeks to achieve capital appreciation through speculative trading of commodity interests on U.S. and international futures, options on futures and forward markets. The Partnership may also engage, directly or indirectly, in swap transactions and other derivative transactions with the approval of the General Partner. Initially, the Partnership’s investment strategy focused on energy and energy-related investments. While the Partnership is expected to continue to have significant exposure to energy and energy-related markets, such trading will no longer be the Partnership’s primary focus. Therefore, the Partnership’s past trading performance will not necessarily be indicative of future results.

The General Partner/Trading Manager manages all business of the Partnership/Funds. The General Partner delegated its responsibility for the investment of the Partnership’s assets to the Advisors. The General Partner/Trading Manager engages a team of approximately 9 professionals, whose primary emphasis is on attempting to maintain quality control among the advisors to the funds operated or managed by the General Partner/Trading Manager. A full-time staff of due diligence professionals use proprietary technology and on-site evaluations to monitor new and existing futures money managers. The accounting and operations staff provide processing of subscriptions and redemptions and reporting to limited partners and regulatory authorities. The General Partner also engages staff involved in marketing and sales support. In selecting an Advisor for the Partnership, the General Partner considers, among other factors, the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to an Advisor and allocate assets to additional advisors at any time.

Responsibilities of the General Partner include:

 

  •  

due diligence examinations of the Advisors;

 

  •  

selection, appointment and termination of the Advisors;

 

  •  

negotiation of the Management Agreements; and

 

  •  

monitoring the activity of the Advisors.

In addition, the General Partner/Trading Manager prepares, or assists the Administrator in preparing, the books and records and provides, or assists the Administrator in providing, the administrative and compliance services that are required by law or regulation, from time to time, in connection with the operation of the Partnership/Funds.

While the Partnership and the Funds have the right to seek lower commission rates from other commodity brokers at any time, the General Partner believes that the customer agreements and other arrangements with the commodity broker are fair, reasonable and competitive.

The programs traded by each Advisor on behalf of the Partnership are: Millburn — Commodity Program, Ospraie — Commodity Program, Drakewood – Drakewood Prospect Fund Strategy, Opus – Opus Advanced Ag Program and prior to Northlander’s termination effective December 31, 2024, Northlander – Commodity Program and prior to EMC’s termination effective December 31, 2024, EMC – Commodity Program. The General Partner may modify or terminate the allocation of assets among the Advisors at any time and may allocate assets to additional Advisors at any time.

 

17

As of December 31, 2025 and September 30, 2025, the Partnership’s assets were allocated among the Advisors in the following approximate percentages:

 

            December 31, 2025             September 30, 2025  
            (percentage of             (percentage of  

Advisor

     December 31, 2025        Partners’ Capital)        September 30, 2025        Partners’ Capital)   

Millburn

     $ 37,676,141        38%       $ 40,666,043        37%  

Ospraie

      27,902,734        28%        27,088,917        25%  

Drakewood

      11,883,798        12%        12,027,315        11%  

Opus

      21,008,977        21%        27,838,916        25%  

Unallocated

      1,084,549        1%        1,767,391        2%  

Millburn Ridgefield Corporation

Millburn trades the Partnership’s assets in accordance with its Millburn Commodity Program. Millburn is the corporate successor to a futures trading and advisory organization that has been continuously managing assets in the currency and futures markets using quantitative, systematic techniques since 1971. The Millburn Commodity Program trades a diverse group of global commodity futures markets – currently approximately 45 – although it may not trade in all such markets at all times and the number of markets may increase or decrease from time to time. It strives to maintain a diversified portfolio of commodity futures, allocated according to volatility based risk (not face value), subject to constraints, in order to take advantage of global economic cycles and commodity price fluctuations. The portfolio is intended to be as diversified as market liquidity permits, and each market is traded using a diversified set of directional trading systems. Maximum market allocations for each market in the portfolio are determined based on factors including, among others, exchange regulations and depth of market. Millburn seeks to increase the number of commodity futures markets traded in the portfolio over time as new futures contracts become available, but it is also likely that certain futures contracts will be removed from the portfolio due to diminishing liquidity.

Millburn makes its systematically-based investment and trading decisions pursuant to its investment and trading methods, which may include technical trend analysis, certain nontraditional technical systems (i.e., systems falling outside of traditional technical trend analysis) and money management principles, each of which may be revised from time to time. The objective of the investment and trading systems employed by Millburn is to consider multiple data inputs, or “factors,” in order to arrive at relatively near-term return forecasts for each traded instrument, and take appropriate, risk-managed positions. These factors include price data, but also a range of price derivative and non-price data.

Trades generated by quantitative models may be profitable or unprofitable. The Millburn Commodity Program’s objective is to have its profitable trades offset and exceed losses from its unprofitable trades. During periods in which market behavior differs significantly from that analyzed to build models, substantial losses are possible, and even likely. Successful systematic futures trading depends on several elements. Two of the main factors are the development and selection of the trading systems used in each market, and the allocation of portfolio risk among the markets available for trading.

Market environments change over time, and particular systems may perform well in one environment but poorly in another. Likewise, market sectors and individual markets go through periods where systematic trading is very profitable and other periods where no system is able to generate any profits. The goal of Millburn’s research has been to develop and select a mix of systems in each market and to allocate risk across a wide array of markets, so as to contain overall portfolio risk within a targeted range while allowing exposure to profitable opportunities.

Over more than 50 years, Millburn and its predecessor entities have developed hundreds of trading systems. These trading systems generate buy or sell decisions in a particular market based on the analysis of price movements in the market, some non-price information or a combination of both. Of course, systems can be materially different –better in some periods and worse in others. The main distinguishing features are: the time frame over which systems work (intra-day to long term); the granularity of data fed into them (tick data to daily, weekly or monthly frequencies); type (market or economic statistics); source (cash, futures, forward or option markets generated data or government and industry generated statistical information), and the objective of the system (profiting from momentum, mean reversion, trading ranges or volatility). No single approach will work all the time. Therefore, Millburn’s objective is to have several approaches and several data inputs operating in conjunction with one another.

 

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When arriving at the portfolio allocation, Millburn generally seeks maximum diversification subject to liquidity and sector concentration constraints and subject to the mandate of the strategy. Each market is traded using a diversified set of trading systems, which may be optimized for groups of markets, sectors or specific markets. The markets traded and allocations are reviewed at least monthly, although changes may occur more or less frequently. The following factors, among others, are considered in constructing a universe of markets to trade for each portfolio: profitability, liquidity of markets, professional judgment, desired diversification, transaction costs, exchange regulations and depth of market. For the Millburn Commodity Program, the current allocation to any market in the portfolio does not exceed 10%. The portfolio weightings will be determined, taking into account statistical data on the returns in each market, liquidity constraints and Millburn’s judgment and experience.

Risk is a function of both price level and price volatility. For example, for any given level of volatility, a 100,000 barrel crude oil position is worth more and is, therefore, probably more risky with oil at $90 per barrel than with oil at $50 per barrel. Similarly, oil would be more risky if prices are moving in a 5% daily range than if prices are moving in a 1% daily range. Millburn sizes the position in each market taking into account its measurement of risk based on price level and volatility in that market. Market exposure is then managed by the position-sizing models which measure the risk in the portfolio’s position in each market. In the event the model determines that the risk has changed beyond an acceptable threshold, it will signal a change in the position — a decrease in position size when risk increases and an increase in position size when risk decreases. Millburn’s position-sizing models maintain overall portfolio risk and distribution of risk across markets within designated ranges. The position-sizing model manages the position traded by each of the (directional) trading systems discussed above.

In addition, Millburn’s risk management processes focus on money management principles applicable to the portfolio as a whole rather than to individual markets. The first principle is portfolio diversification which attempts to improve the quality of profits by reducing volatility. Additional money management principles applicable to the portfolio as a whole include:

(1) limiting the assets committed as margin or collateral, generally within a range of 5% to 35% of an account’s net assets, though the amount may at any time be higher or lower; and

(2) prohibiting pyramiding — that is, using unrealized profits in a particular market as margin for additional positions solely in the same market.

Another important risk management function is the careful control of leverage or total portfolio exposure. Leverage levels are determined by simulating the entire portfolio — all markets, all systems, all risk control models, the exact weightings of the markets in the portfolio and the proposed level of leverage — over the past five or ten years to determine the portfolio’s simulated risk and return characteristics as well as the worst case experienced by the portfolio in the simulation period. The worst case, or peak-to-trough drawdown, is measured from a daily high in portfolio assets to the subsequent daily low whether that occurs days, weeks or months after the daily high. If Millburn considers the drawdown too severe or the portfolio’s simulated volatility too high, it reduces the leverage or total portfolio exposure. There are, however, no restrictions on the amount of leverage Millburn may use at any given time. Decisions whether to trade a particular market require the exercise of judgment. The decision not to trade certain markets for certain periods, or to reduce the size of a position in a particular market, may result at times in missing significant profit opportunities.

In some cases, Millburn employs discretion in the execution of trades where The Millburn Corporation’s trader expertise plays a role in timing of orders and, from time to time, Millburn may adjust the size of a position, long or short, in any given market indicated by its systematic trading strategies. This exercise of discretion (other than in trade execution) generally occurs only in response to unusual market conditions that may not have been factored into the design of the trading systems and is generally intended to reduce risk. Decisions to make such adjustments also require the exercise of judgment and may include consideration of the volatility of the particular market; the pattern of price movements, both inter-day and intra-day; open interest; volume of trading; changes in spread relationships between various forward contracts; and overall portfolio balance and risk exposure. With respect to the execution of trades, Millburn may rely to an extent upon the judgment of others, including dealers and bank traders. No assurance is given that it will be possible to execute trades regularly at or near the desired buy or sell point.

The trading method, systems and money management principles utilized by Millburn are proprietary and confidential. The foregoing description is general and is not intended to be complete. Millburn and its principals may, from time to time, trade futures, forward, and option contracts and securities for their own proprietary accounts. Such trades may or may not be in accordance with the Millburn trading program described above. The trading records of those accounts are not available for inspection.

 

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Ospraie Management, LLC

Ospraie trades the Partnership’s assets in accordance with the Commodity Program. The primary investment objective is the appreciation of capital through active, leveraged trading and investment on a global basis primarily in a portfolio of commodities and related derivative instruments. Such commodity trading includes futures, forward, option and swap contracts and physical commodities in energy, industrial metals, precious metals, grains, softs/meats, freight and related markets, among other commodity sectors. The cornerstone of Ospraie’s approach to commodity investing is fundamental research. Ospraie uses a similar analytical methodology for each commodity market in which it elects to invest. This methodology incorporates the multiple variables that determine the end price of a commodity, including, but not limited to, the available supply of the commodity and the cost of production including extracting or harvesting, transporting, processing and distributing such commodity. It also incorporates current and projected demand for the commodity based on relative and absolute price levels and global economic factors. In addition, the relative availability of inventory in respect of a specified commodity to the world markets is factored into Ospraie’s analytical model. This analytical methodology guides Ospraie’s investment decisions with respect to an industry and results in a view as to its likely economic prospects. The investment thesis is then expressed in the global capital markets principally through futures and options instruments. The majority of the portfolio will include long/short directional investments based on Ospraie’s view on the future movements of prices of applicable commodities. Ospraie will also seek to maximize returns by investing in relative value opportunities, including investments based on intra-commodity curve related spreads (i.e., entering into a long and short position in a commodity interest with different delivery months) and inter-commodity price spreads (i.e., entering into a long position in a commodity interest and entering into a short position in a related commodity interest). Ospraie may also invest in foreign exchange, primarily for hedging purposes.

While the portfolio will generally be based upon Ospraie’s long-term views, the investment process will also include a subjective overlay as to the short-term profitability of an investment. Ospraie intends to dynamically size and scale back its trades based on its continued fundamental analysis, current level of conviction, the likely timing of realization, and current market conditions applicable to each investment. The portfolio will be principally comprised of highly liquid investment assets in order to maximize liquidity for investors. The portfolio’s liquidity will be achieved through the use of various instruments to access what Ospraie believes is the most efficient combination of liquidity and risk/reward consideration for each position.

Northlander Commodity Advisors LLP

The portion of the Partnership’s assets that were allocated to Northlander for trading were not invested in commodity interests directly. Northlander’s allocation of the Partnership’s assets were invested in NL Master. Northlander traded the Partnership’s assets allocated to it pursuant to its Northlander Commodity Program. The Northlander Commodity Program was a commodity focused trading program which invested in energy products globally, but with an emphasis on European power, European gas, European emissions, and international coal markets. The program was an absolute return strategy which sought to identify value in mispriced markets through careful fundamental analysis by focusing on market dynamics and market structure and then expressing its thesis through its proprietary portfolio construction and risk management procedures.

Drakewood Capital Management Limited

Drakewood trades the Partnership’s assets allocated to it pursuant to the Drakewood Prospect Fund Strategy. Pursuant to the Drakewood Prospect Fund Strategy, Drakewood invests the Partnership’s assets primarily in a portfolio of risk positions in precious, non-ferrous and ferrous metal futures, forward contracts and related options, and derivative instruments. Other commodities may be traded from time to time, and may also invest in LME warrants, although these instruments are expected to constitute a relatively minor part of the portfolio. Investments made pursuant to the Drakewood Prospect Fund Strategy investments are expected to be concentrated in precious, non-ferrous and ferrous metal strategies and the Program’s investments are not expected to be diversified.

The Drakewood Prospect Fund Strategy is designed to gain exposure to opportunities in the majority of actively traded metals while limiting exposure in any one particular metal. The intent of this strategy is to increase opportunities for gain, while managing risk in order to provide more consistent returns.

 

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Based on the fundamentally driven investment approach of the Drakewood Prospect Fund Strategy, Drakewood will often hold generally directional positions – either predominantly long or short depending on price drivers for each individual metal. The Drakewood Prospect Fund Strategy is expected to be neither long nor short biased through the cycle but rather to take a fundamental view over a one, two, five and ten year time frame and take positions accordingly. Long long-term core positions will be augmented by shorter shorter-term trading positions around each core position to manage short short-term price risk. In normal circumstances there may be daily trading activity on the portfolio even though the core fundamental view will persist for a year or more. Due to the nature of commodities futures trading, gross exposures may be much higher than net asset value due to the nature of having numerous offsetting positions, such as calendar spreads.

EMC Capital Advisors, LLC

EMC traded the Partnership’s assets allocated to it pursuant to the EMC Commodity Program. The investment strategy employed in the EMC Commodity Program sought to provide long-term positive returns with low correlation to equity, fixed income and hedge fund portfolios. EMC employed quantitative, systematic trading models across a broad range of liquid global commodity and currency markets. Sectors traded included precious and base metals, energies, agricultural and soft commodities.

Opus Futures, LLC

Opus trades the Partnership’s assets allocated to it directly pursuant to Opus’ Advanced Ag Program (the “Program”). The General Partner and Opus have agreed that Opus will trade the Partnership’s assets allocated to Opus at 1.5 times the amount of the assets allocated. The Program is a fundamental discretionary strategy primarily focused on agricultural commodities, specifically grains, oilseeds, and livestock. Opus takes a medium-to-long term outlook, typically holding trades for several weeks up to several months, depending on the opportunity set.

Opus only trades on liquid North American exchanges, using both futures and options on futures to express ideas using directional positions and, occasionally, using spread trades, such as inter-commodity and calendar spreads. Typically trades focus on ‘old crop vs, new crop’, weather and cyclical seasonality. Fundamental analysis is used in forecasting U.S. and world supply and demand tables, monitoring U.S. and world weather, studying domestic and international freight values, and tracking underlying cash values associated with agriculture futures markets.

The portfolio is intentionally concentrated on a limited number of grains and livestock markets. Position and risk management are at the trader’s discretion, meaning there were no hard-coded portfolio or position stop-outs.

 

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No assurance can be given that the Advisors’ strategies will be successful or that they will generate profits for the Partnership.

Specific Fund level performance information is included in Note 6 to the financial statements included in “Item 8. Financial Statements and Supplementary Data.”

For the period January 1, 2025 through December 31, 2025, the average allocation by commodity market sector for Drakewood Master was as follows:

 

Drakewood Master  

Currencies

      2%  

Metals

      98%  

(a) Liquidity.

The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) redemptions receivable from the Funds, (iii) equity in trading account, consisting of unrestricted and restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts, options purchased at fair value and investment in U.S. Treasury bills at fair value, if applicable, and (iv) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in the Funds and its direct investments. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred during the year ended December 31, 2025.

To minimize the risk relating to low margin deposits, the Partnership/Funds follow certain trading policies, including:

 

  (i)

The Partnership/Funds invest their assets only in commodity interests that the Advisors believe are traded in sufficient volume to permit ease of taking and liquidating positions. Sufficient volume, in this context, refers to a level of liquidity that the Advisors believe will permit them to enter and exit trades without noticeably moving the market.

 

  (ii)

An Advisor will not initiate additional positions in any commodity if these positions would result in aggregate positions requiring a margin of more than 66 2/3% of the Partnership’s net assets allocated to such Advisor.

 

  (iii)

The Partnership/Funds may occasionally accept delivery of a commodity. Unless such delivery is disposed of promptly by retendering the warehouse receipt representing the delivery to the appropriate clearinghouse, the physical commodity position is fully hedged.

 

  (iv)

The Partnership/Funds do not employ the trading technique commonly known as “pyramiding,” in which the speculator uses unrealized profits on existing positions as margin for the purchases or sale of additional positions in the same or related commodities.

 

  (v)

The Partnership/Funds do not utilize borrowings other than short-term borrowings if the Partnership/Funds take delivery of any cash commodities.

 

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  (vi)

The Advisors may, from time to time, employ trading strategies such as spreads or straddles on behalf of the Partnership/Funds. The terms “spread” and “straddle” describe commodity futures trading strategies involving the simultaneous buying and selling of futures contracts on the same commodity but involving different delivery dates or markets.

 

  (vii)

The Partnership/Funds will not permit the churning of their commodity trading accounts. The term “churning” refers to the practice of entering and exiting trades with a frequency unwarranted by legitimate efforts to profit from the trades, driven by the desire to generate commission income.

From January 1, 2025 through December 31, 2025, the Partnership’s average margin to equity ratio (i.e., the percentage of assets on deposit required for margin) was approximately 7.4%. The foregoing margin to equity ratio takes into account cash held in the Partnership’s name, as well as the allocable value of the positions and cash held on behalf of the Partnership in the name of the Funds.

In the normal course of business, the Partnership and the Funds are parties to financial instruments with off-balance-sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or OTC. Exchange-traded instruments include futures and certain standardized forward, swap and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. None of the Partnership’s/Funds’ contracts are traded OTC, although contracts may be traded OTC in the future.

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.

The Partnership/Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments 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.

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

The 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. The limited liability is a result of the organization of the Partnership as a limited partnership under New York law.

 

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The General Partner/Trading Manager monitors and attempts to mitigate the Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems, and believes, accordingly, that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject. These monitoring systems generally allow the General Partner/Trading Manager to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, exchange-cleared swap and option contracts by sector, margin requirements, gain and loss transactions and collateral positions. (See also “Item 8. Financial Statements and Supplementary Data.” for further information on financial instrument risk included in the notes to the financial statements.)

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.

Other than the risks inherent in commodity futures, forwards, options and swaps trading, U.S. Treasury bills and money market mutual fund securities, the General Partner/Trading Manager knows of no trends, demands, commitments, events or uncertainties which will result in or which are reasonably likely to result in the Partnership’s/Funds’ liquidity increasing or decreasing in any material way. The Limited Partnership Agreement provides that the Partnership shall cease trading operations and liquidate all open positions under certain circumstances, including a decrease in net asset value per Redeemable Unit to less than $400 as of the close of business on any business day.

 

  (b)

Capital Resources.

 

  (i)

The Partnership has made no material commitments for capital expenditures.

 

  (ii)

The Partnership’s capital consists of the capital contributions of the partners, as increased or decreased by net income or losses on trading and by expenses, interest income, subscriptions and redemptions of Redeemable Units and distributions of profits, if any. Gains or losses on trading cannot be predicted. Market movements in commodities are dependent upon fundamental and technical factors which the Advisors may or may not be able to identify, such as changing supply and demand relationships, pandemics, epidemics and other health crises, weather, government, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. Partnership expenses consist of, among other things, clearing fees, ongoing selling agent fees, management fees and General Partner fees. The level of these expenses is dependent upon trading performance and the level of net assets maintained. In addition, the amount of interest income earned by the Partnership is dependent upon (1) the average daily equity maintained in cash in the Partnership’s and/or applicable Funds’ accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds or MS&Co. has control.

No forecast can be made as to the level of redemptions in any given period. A limited partner may require the Partnership to redeem some or all of its Redeemable Units at their net asset value as of the end of each month on three business days’ notice to the General Partner. There is no fee charged to limited partners in connection with redemptions. Redemptions are generally funded out of the Partnership’s cash holdings and/or redemptions from the Funds.

For the year ended December 31, 2025, 8,690.3150 Class A Redeemable Units were redeemed totaling $22,865,301, 97.9910 Class Z General Partner Redeemable Units were redeemed totaling $210,000 and 17.8990 Class Z Redeemable Units were redeemed totaling $39,626. For the year ended December 31, 2024, 7,250.2020 Class A Redeemable Units were redeemed totaling $19,553,237, 101.5880 Class Z General Partner Redeemable Units were redeemed totaling $225,077 and 148.1850 Class Z Redeemable Units were redeemed totaling $326,072. For the year ended December 31, 2023, 5,858.7060 Class A Redeemable Units were redeemed totaling $15,919,759, 500.0000 Class D Redeemable Units were redeemed totaling $1,089,837, 33.2290 Class Z General Partner Redeemable Units were redeemed totaling $74,997 and 719.2070 Class Z Redeemable Units were redeemed totaling $1,589,919.

For the year ended December 31, 2025, there were subscriptions of 695.2100 Class A Redeemable Units totaling $1,856,141 and 207.9020 Class Z Redeemable Units totaling $450,000. For the year ended December 31, 2024, there were subscriptions of 1,328.6390 Class A Redeemable Units totaling $3,647,500 and 83.3320 Class Z Redeemable Units totaling $189,888. For the year ended December 31, 2023, there were subscriptions of 2,752.1070 Class A Redeemable Units totaling $7,482,119 and 117.6330 Class Z Redeemable Units totaling $262,500.

 

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(c) Results of Operations.

For the year ended December 31, 2025, the net asset value per Class A Redeemable Unit decreased 2.8% from $2,627.20 to $2,553.98. For the year ended December 31, 2025, the net asset value per Class D Redeemable Unit decreased 2.8% from $2,083.28 to $2,025.22. For the year ended December 31, 2025, the net asset value per Class Z Redeemable Unit decreased 2.1% from $2,187.95 to $2,143.05. For the year ended December 31, 2024, the net asset value per Class A Redeemable Unit decreased 3.8% from $2,730.63 to $2,627.20. For the year ended December 31, 2024, the net asset value per Class D Redeemable Unit decreased 3.8% from $2,165.30 to $2,083.28. For the year ended December 31, 2024, the net asset value per Class Z Redeemable Unit decreased 3.1% from $2,256.96 to $2,187.95. For the year ended December 31, 2023, the net asset value per Class A Redeemable Unit increased 0.3% from $2,721.77 to $2,730.63. For the year ended December 31, 2023, the net asset value per Class D Redeemable Unit increased 0.3% from $2,158.32 to $2,165.30. For the year ended December 31, 2023, the net asset value per Class Z Redeemable Unit increased 1.1% from $2,232.72 to $2,256.96.

The Partnership experienced a net trading loss before fees and expenses for the year ended December 31, 2025 of $2,047,922. Losses were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in energy, grains, livestock and softs and were partially offset by gains in currencies and metals. The net trading gain or loss for the Partnership is discussed under “Item 8. Financial Statements and Supplementary Data.”

During the first quarter of 2025, the Partnership’s most notable gains were generated in the metals markets, led by profits from long positions in copper futures as industrial buyers increased purchases ahead of potential global tariff actions. Additional gains occurred in the energy sector during January from long positions in crude oil futures as prices rallied in the first half of the month. Further gains were contributed by the grains sector in February from short positions in soybean and wheat futures as prices dropped after reports indicated grain harvests in South America would be higher than previously forecast. A portion of the Partnership’s gains for the first quarter was offset by losses incurred within the livestock markets during January from short positions in live cattle futures as beef prices rose amid low cattle slaughter rates. In the soft commodities, losses were recorded during March from long positions in cocoa futures as easing extreme weather conditions in West Africa increased production expectations.

During the second quarter of 2025, the Partnership’s most significant losses were incurred within the energy sector primarily during April, from long positions in Brent crude oil futures as prices fell significantly amid concerns about the strength of the global economy. In the metals sector, losses occurred during April from long positions in copper and tin futures as prices fell amid speculation a global trade war would limit industrial metal demand. A portion of the Partnership’s losses for the second quarter was offset by gains achieved within the soft commodities markets during April from long positions in cocoa futures as the return of adverse weather conditions in West Africa threatened cocoa harvests, pushing prices higher. Within the livestock markets, gains were recorded during June from long positions in live cattle futures, as prices advanced as continued shortfalls in U.S. herds curtailed U.S. slaughter rates.

During the third quarter of 2025, the Partnership’s most notable losses were incurred within metals markets during July, resulting from long positions in copper futures as prices dropped sharply late in the month following changes to previously announced tariff measures. Losses within the energy sector were recorded during August from long positions in West Texas Intermediate crude oil futures as prices declined due to a surge in U.S. oil production. In soft commodities, losses were incurred during August from short positions in coffee futures as adverse weather conditions in key global growing regions threatened crop production. A portion of the Partnership’s third quarter losses was offset by gains achieved within the grains sector during July and September from short positions in soybean and corn futures as prices declined amid an outlook for favorable harvest conditions in the U.S. and South America. Additional gains were recorded in the currency sector during July from positions in the euro and British pound.

During the fourth quarter of 2025, the most notable losses were incurred within the grains markets during October, as short positions in soybean futures were adversely impacted when prices rallied amid optimism that ongoing tariff negotiations would boost demand for U.S. grain exports. Further losses were recorded in the energy sector during November from short positions in natural gas futures as prices rose in response to increased heating demand during cold weather in parts of the U.S. and Europe. Within the livestock markets, losses were incurred during December from short positions in live cattle futures as prices surged higher amid tightness in U.S. beef supplies. Additional losses were experienced during November from long positions in coffee futures as prices declined following reports of growing global coffee stockpiles. The Partnership’s losses for the fourth quarter were partially offset by gains achieved within the metals markets during all three months of the quarter from long positions in copper futures, as growing global demand and ongoing supply disruptions supported prices.

 

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The Partnership experienced a net trading loss before fees and expenses for the year ended December 31, 2024 of $5,422,206. Losses were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, livestock, metals and softs and were partially offset by gains in grains.

During the first quarter of 2024, the most notable gains were achieved in the grains sector during January and February from short positions in soybean and corn futures as prices fell to near three-year lows amid reports of growing grain production in the U.S. and South America. In the energies, further first quarter gains were recorded during January from long positions in crude oil and its refined products as heightened tensions in the Middle East boosted oil prices. Long positions in live cattle futures also recorded gains throughout the first quarter as prices advanced on signs of low U.S. cattle inventories. A portion of the Partnership’s gains for the first quarter was offset by losses incurred within the soft commodities sector during March from short positions in coffee and cocoa futures as adverse weather conditions in key growing regions threatened crops, pushing prices higher. In the metals markets, losses were recorded during January and February from long positions in platinum futures as prices reversed lower.

During the second quarter of 2024, the Partnership’s most significant losses were incurred within the energies during April and May from global carbon emission futures as uncertainty over the strength of global industrial output roiled carbon markets. Additional losses were recorded in the soft commodities during April from short positions in cocoa and coffee futures as weather-related threats to crops forced prices higher. In the metals, losses were incurred during June from long positions in copper futures as prices reversed lower following reports of tepid economic growth in China. Additional losses for the second quarter were experienced in the livestock markets during May from short positions in live cattle futures as prices moved higher. A portion of the Partnership’s losses for the second quarter was offset by gains achieved within the grains markets from short positions in soybean and wheat futures as prices fell during June. An increase in exports of grains from South America and favorable growing conditions in the U.S. Midwest contributed to the decline in prices.

During the third quarter of 2024, the Partnership’s most noteworthy losses were incurred within the energy sector from long positions in crude oil futures as prices steadily declined throughout the quarter amid high global inventories and concerns of a potential slowdown in the global economy. Within the soft commodities markets, losses were recorded during August and September from short positions in coffee futures as prices rallied amid drought conditions in key growing regions. Additional losses were incurred during July from currency hedging positions in the Australian dollar and New Zealand dollar. Within the grains, losses were experienced during September from short positions in soybean and corn futures as grain prices surged higher. Elsewhere, short positions in live cattle futures recorded losses during September as prices advanced on increased buying demand. A portion of the Partnership’s losses for the third quarter was offset by gains achieved within the metals sector during September from long positions in gold futures as a falling U.S. dollar boosted demand for precious metals.

During the fourth quarter of 2024, the most notable losses were incurred within the metals markets from long positions in copper futures as prices declined throughout the quarter amid concerns of slowing industrial growth in China. In the energies, losses were recorded during October and December from short positions in natural gas futures as cold weather in the U.S. and Europe boosted gas consumption demand. During October, losses in the livestock markets were recorded due to positions in lean hog and live cattle futures as choppy price action primarily dominated the meats markets. The Partnership’s losses for the fourth quarter were partially offset by gains achieved within the grains markets during October and November from short positions in soybean futures as data showed U.S. farms were producing bumper grain harvests while grain exports from South America were higher-than-expected. In the currencies, gains were experienced during November and December from currency hedging positions in the U.S. Dollar Index. Further gains for the fourth quarter were achieved during December from long positions in cocoa futures as prices rallied amid fears of global supply shortfalls.

The results of operations for the twelve months ended 2023 is discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

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Interest income on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of the Funds’) brokerage account during each month is earned at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s and/or the Funds’ account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest income earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Interest income earned for the three and twelve months ended December 31, 2025 decreased by $431,859 and $2,192,714, respectively, as compared to the corresponding periods in 2024. The decrease in interest income was primarily due to lower interest rates during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership’s and/or the applicable Funds’ accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds or MS&Co. has control.

Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three and twelve months ended December 31, 2025 increased by $5,666 and $304,660, respectively, as compared to the corresponding periods in 2024. The increase in these clearing fees was primarily due to an increase in the number of direct trades made by the Partnership during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted Net Assets of Class A Redeemable Units and Class D Redeemable Units as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three and twelve months ended December 31, 2025 decreased by $52,648 and $192,920, respectively, as compared to the corresponding periods in 2024. The decrease was due to lower average adjusted net assets during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024.

Management fees are calculated as a percentage of the Partnership’s adjusted Net Assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Management fees for the three and twelve months ended December 31, 2025 decreased by $71,373 and $310,557, respectively, as compared to the corresponding periods in 2024. The decrease was due to lower average net assets during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024.

General Partner fees are calculated as a percentage of the Partnership’s adjusted Net Assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. General Partner fees for the three and twelve months ended December 31, 2025 decreased by $52,811 and $195,928, respectively, as compared to the corresponding periods in 2024. This decrease was due to lower average net assets during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024.

Incentive fees are based on the Net Trading Profits (as defined in the respective management agreements between the Partnership, the General Partner and each Advisor) generated by each Advisor at the end of each quarter, half year or year, as applicable. Trading performance for the three and twelve months ended December 31, 2025 resulted in incentive fees of $0. Trading performance for the three and twelve months ended December 31, 2024 resulted in incentive fees of $291,349 and $663,398, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid incentive fees until such Advisor recovers any net loss incurred and earns additional new trading profits for the Partnership.

The Partnership pays professional fees, which generally include professional fees made up of legal and accounting expenses, as well as certain offering costs and filing, administrative, reporting and data processing fees. Professional fees for the years ended December 31, 2025 and 2024 were $507,640 and $526,550, respectively.

In the General Partner’s/Trading Manager’s opinion, the Partnership’s Advisors continue to employ trading methods consistent with the objectives of the Partnership/Funds and expectations of the Advisors’ respective programs. The General Partner/Trading Manager monitors the Advisors’ performance on a daily, weekly, monthly and annual basis to assure that these objectives are met.

 

27

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

In allocating substantially all of 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 to the Advisors and allocate assets to additional advisors at any time. Each Advisor’s percentage allocation and trading program is described in the “Overview” section of this Item 7.

(d) Off-balance Sheet Arrangements. None.

(e) Contractual Obligations. None.

(f) Operational Risk.

The Partnership, directly or indirectly through its investment in the Funds, is directly exposed to market risk and credit risk, which arise in the normal course of its business activities. Slightly less direct, but of critical importance, are risks pertaining to operational and back office support. This is particularly the case in a rapidly changing and increasingly global environment with increasing transaction volumes and an expansion in the number and complexity of products in the marketplace.

Such risks include:

Operational/Settlement Risk — the risk of financial and opportunity loss and legal liability attributable to operational problems, such as inaccurate pricing of transactions, untimely trade execution, clearance and/or settlement, or the inability to process large volumes of transactions. The Partnership/Funds are subject to increased risks with respect to their trading activities in emerging market instruments, where clearance, settlement, and custodial risks are often greater than in more established markets.

Technological Risk — the risk of loss attributable to technological limitations or hardware failure that constrain the Partnership’s/Funds’ ability to gather, process, and communicate information efficiently and securely, without interruption, to customers, and in the markets where the Partnership and the Funds participate. Additionally, the General Partner’s computer systems may be vulnerable to unauthorized access, mishandling or misuse, computer viruses or malware, cyber attacks and other events that could have a security impact on such systems. If one or more of such events occur, this potentially could jeopardize a limited partner’s personal, confidential, proprietary or other information processed and stored in, and transmitted through, the General Partner’s computer systems, and adversely affect the Partnership’s business, financial condition or results of operations.

Legal/Documentation Risk — the risk of loss attributable to deficiencies in the documentation of transactions (such as trade confirmations) and customer relationships (such as master netting agreements) or errors that result in noncompliance with applicable legal and regulatory requirements.

Financial Control Risk — the risk of loss attributable to limitations in financial systems and controls. Strong financial systems and controls ensure that assets are safeguarded, that transactions are executed in accordance with the General Partner’s authorization, and that financial information utilized by the General Partner and communicated to external parties, including the Partnership’s Redeemable Unit holders, creditors and regulators, is free of material errors.

 

28

(g) Critical Accounting Policies.

The preparation of financial statements 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 and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. As a result, actual results could differ from these estimates, and those differences could be material. A summary of the Partnership’s significant accounting policies is described in Note 2 to the Partnership’s financial statements included in “Item 8. Financial Statements and Supplementary Data.”

As of December 31, 2025, the Partnership’s most significant accounting policy is the valuation of its investment in the Funds and in futures, option and forward contracts and U.S. Treasury bills, as applicable. The fair value of the investment in the Funds is determined based on the Partnership’s (1) net contribution to the Funds and (2) its allocated share of the undistributed profits and losses, including realized gains (losses) and net change in unrealized gains (losses), of the Funds. 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.

 

29

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Introduction

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. This limited liability is a result of the organization of the Partnership as a limited partnership under New York law.

Market movements result in frequent changes in the fair value of the Partnership’s/Funds’ open positions and, consequently, in their earnings and cash balances. The Partnership’s/Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s/Funds’ open 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 performance is not necessarily indicative of their future results.

“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.

Materiality as used in this section is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Partnership’s/Funds’ market sensitive instruments.

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

The following quantitative disclosures regarding the Partnership’s/Funds’ market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act 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 (such as the terms of particular contracts and the number of market risk sensitive instruments held during or at the end of the reporting period).

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

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

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.

In the case of market sensitive instruments which are not exchange-traded (almost exclusively currencies in the case of the Partnership/Funds), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

 

30

The fair value of the Partnership’s/Funds’ futures and forward positions does not have any optionality component. However, the Advisors may trade commodity options. The Value at Risk associated with options is reflected in the following table as the margin requirement attributable to the instrument underlying each option. Where this instrument is a futures contract, the futures margin has been used, and where this instrument is a physical commodity, the futures-equivalent margin has been used. This calculation is conservative in that it assumes that the fair value of an option will decline by the same amount as the fair value of the underlying instrument, whereas, in fact, the fair values of the options traded by the Partnership/Funds in almost all cases fluctuate to a lesser extent than those of the underlying instruments.

In quantifying the Partnership’s/Funds’ Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been added to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Partnership’s/Funds’ positions are rarely, if ever, 100% positively correlated have not been reflected.

The Partnership’s and the Funds’ Trading Value at Risk in Different Market Sectors

Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. As of December 31, 2025, Drakewood trades 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. Opus, Millburn and Ospraie directly trade managed accounts in the name of the Partnership. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e in the managed accounts in the Partnership’s name traded by certain Advisors) and indirectly by each Fund separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of December 31, 2025. As of December 31, 2025, the Partnership’s total capitalization was $99,556,199.

December 31, 2025

 

Market Sector  

      Value at Risk        % of Total
  Capitalization  		  

Currencies

     $ 11,869         0.01 %  

Energy

      1,704,873         1.71    

Grains

      1,352,861         1.36    

Livestock

      336,509         0.34    

Metals

      1,483,010         1.49    

Softs

      853,563         0.86    
  

 

 

     

 

 

  

Total

     $ 5,742,685         5.77 %  
  

 

 

     

 

 

  

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of December 31, 2024. As of December 31, 2024, the Partnership’s total capitalization was $123,195,247.

December 31, 2024

 

Market Sector  

      Value at Risk        % of Total
  Capitalization  		  

Currencies

    $ 27,735         0.02 %  

Energy

      2,164,987         1.76    

Grains

      2,106,373         1.71    

Livestock

      95,370         0.08    

Metals

      4,491,128         3.64    

Softs

      1,831,610         1.49    
  

 

 

     

 

 

  

Total

    $ 10,717,203         8.70 %  
  

 

 

     

 

 

  

 

31

The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investments in the Funds as of December 31, 2025 and 2024, and the highest, lowest and average values during the twelve months ended December 31, 2025 and 2024, as applicable. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of December 31, 2025 and 2024, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:

 

            December 31, 2025                
                   Twelve Months Ended December 31, 2025  
            % of Total      High      Low      Average  

Market Sector  

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

Energy

     $ 1,704,873         1.71 %       $ 2,785,848        $ 518,337        $ 1,523,838   

Grains

      1,352,861         1.36          5,374,584         767,509         1,777,668   

Livestock

      336,509         0.34          669,054         50,820         208,929   

Metals

      837,089         0.84          1,705,887         699,597         1,181,362   

Softs

      853,563         0.86         2,386,203         458,315         980,614   
  

 

 

     

 

 

           

Total

     $ 5,084,895         5.11 %           
  

 

 

     

 

 

           

 

*

Annual average of daily Values at Risk.

 

            December 31, 2024                
                   Twelve Months Ended December 31, 2024  
            % of Total      High      Low      Average  

Market Sector    

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

Currencies

     $ 11,880         0.01 %       $ 271,403        $ 10,395        $ 148,894   

Energy

      2,164,987         1.76          3,895,847         454,870         1,762,163   

Grains

      2,106,373         1.71          3,884,134         854,112         1,764,175   

Livestock

      95,370         0.08          672,202         58,685         192,189   

Metals

      1,687,565         1.37          1,875,738         839,593         1,317,942   

Softs

      1,831,610         1.49          5,239,839         775,371         2,721,491   
  

 

 

     

 

 

           

Total

     $ 7,897,785         6.42 %           
  

 

 

     

 

 

           

 

*

Annual average of daily Values at Risk.

As of December 31, 2024, the Partnership fully redeemed its investment from NL Master.

 

32

As of December 31, 2025, Drakewood Master’s total capitalization was $33,847,567, and the Partnership owned approximately

35.0% of Drakewood Master. As of December 31, 2025, Drakewood Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Drakewood Master for trading) was as follows:

 

            December 31, 2025                
                   Twelve Months Ended December 31, 2025  
            % of Total      High      Low      Average  

Market Sector  

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

Currencies

     $ 33,912         0.10 %      $ 257,180       $ -        $ 100,631   

Metals

       1,845,489         5.45          14,939,331         1,086,815         7,230,387   
  

 

 

     

 

 

           

Total

     $ 1,879,401         5.55 %           
  

 

 

     

 

 

           

 

*

Annual average of daily Values at Risk.

As of December 31, 2024, Drakewood Master’s total capitalization was $42,341,747, and the Partnership owned approximately 41.3% of Drakewood Master. As of December 31, 2024, Drakewood Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Drakewood Master for trading) was as follows:

 

            December 31, 2024                
                   Twelve Months Ended December 31, 2024  
            % of Total      High      Low      Average  

Market Sector  

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

Currencies

     $ 38,390         0.09 %       $ 204,050        $ -         $ 106,063   

Metals

      6,788,289         16.03          9,052,374         3,500,321         6,499,735   
  

 

 

     

 

 

           

Total

     $ 6,826,679         16.12 %           
  

 

 

     

 

 

           

 

*

Annual average of daily Values at Risk.

Material Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the Partnership/Funds is typically many times the applicable margin requirement (margin requirements generally range between 1% and 15% of contract face value, although an exchange may increase margin requirements on short notice), as well as many times the capitalization of the Partnership/Funds. The magnitude of the Partnership’s/Funds’ open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of their positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Partnership/Funds to incur severe losses over a short period of time. The foregoing Value at Risk tables — as well as the past performance of the Partnership/Funds — give no indication of this “risk of ruin.”

Non-Trading Risk

The Partnership/Funds have non-trading market risk on its foreign cash balances not needed for margin. These balances and any market risk they may represent are immaterial.

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

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

 

33

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership’s/Funds’ market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership/Funds manage their primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Partnership’s/Funds’ primary market risk exposures as well as the strategies used and to be used by the General Partner and the Advisors for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s/Funds’ risk controls to differ materially from the objectives of such strategies. Government interventions, pandemics, epidemics and other public health crises, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the management strategies of the Partnership/Funds. There can be no assurance that the Partnership’s/Funds’ current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long- term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the Partnership at December 31, 2025, by market sector. It may be anticipated, however, that these market exposures will vary materially over time.

Energy. The Partnership’s primary energy market exposure is to oil and natural gas price movements, often resulting from political developments in the Middle East, weather conditions, and other factors contributing to supply and demand. Further energy market exposure is to prices for carbon emissions allowances which can be driven by geopolitical events, climate related regulations, local government imposed regulations, weather related factors, availability of substitute power and fuel sources, and other supply/demand related factors. Energy prices can be volatile and substantial profits and losses, which have been experienced in the past, are expected to continue to be experienced in these markets in the future.

Metals. The Partnership’s primary metal market exposure as of December 31, 2025, was to fluctuations in the prices of industrial metals (such copper, zinc, tin, aluminum, lead, and nickel) and precious metals (such as gold, palladium, and platinum). Price movement in both industrial and precious metals can be driven by fluctuation in the valuations between currency pairs, geopolitical events, economic conditions globally and regionally, trade policies, regulatory restrictions, as well as other supply and demand related factors.

Grains. The Partnership’s trading risk exposure to the grains markets is primarily to agricultural price movements, which are often directly affected by severe or unexpected weather conditions. Wheat, corn, and the soybean complex accounted for the majority of the Partnership’s grain exposure as of December 31, 2025.

Softs. The Partnership’s trading risk exposure in the soft commodities is to agricultural-related price movements, which are often directly affected by severe or unexpected weather conditions, as well as geopolitical events and other supply/demand related factors. Coffee, cotton, cocoa, and sugar accounted for the majority of the Partnership’s soft commodities exposure as of December 31, 2025.

Livestock. The Partnership’s primary risk exposure in livestock is to fluctuations in U.S. cattle and hog prices.

Currencies. The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations that disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Partnership’s primary currency exposure as of December 31, 2025, was to British pound and euro hedging positions. The General Partner does not anticipate the risk profile of the Partnership’s currency sector to be significant in the future.

 

34

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following was the only non-trading risk exposure of the Partnership/Funds as of December 31, 2025.

Foreign Currency Balances. The Partnership/Funds may hold various foreign balances. The Advisors regularly convert foreign currency balances to U.S. dollars in an attempt to manage the Partnership’s/Funds’ non-trading risk.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The General Partner/Trading Manager monitors and attempts to mitigate the Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems and, accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject.

The General Partner/Trading Manager monitors the Partnership’s/Funds’ performance and the concentration of open positions, and consults with the Advisors concerning the Partnership’s/Funds’ overall risk profile. If the General Partner/Trading Manager felt it necessary to do so, the General Partner/Trading Manager could require an Advisor to close out positions as well as enter positions traded on behalf of the Partnership/Funds. However, any such intervention would be a highly unusual event. The General Partner/Trading Manager primarily relies on the Advisors’ own risk control policies while maintaining a general supervisory overview of the Partnership’s/Funds’ market risk exposures.

The Advisors apply their own risk management policies to their trading. The Advisors often follow diversification guidelines, margin limits and stop loss points to exit a position. The Advisors’ research of risk management often suggests ongoing modifications to their trading programs.

As part of the General Partner’s risk management, the General Partner periodically meets with the Advisors to discuss their risk management and to look for any material changes to the Advisors’ portfolio balance and trading techniques. The Advisors are required to notify the General Partner of any material changes to their programs.

 

35

0.0006250.0008330.001250.001250.0008330.0010420.00052022 2023 2024 20251
Item 8.
Financial Statements and Supplementary Data
.
CERES TACTICAL COMMODITY L.P.
The following financial statements and related items of the Partnership are filed under this Item 8: Oath or Affirmation, Management’s Report on Internal Control over Financial Reporting, Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, Boston,
MA
, PCAOB ID: 42), for the years ended December 31, 2025, 2024, and 2023; Statements of Financial Condition at December 31, 2025 and 2024; Condensed Schedules of Investments at December 31, 2025 and 2024; Statements of Income and Expenses for the years ended December 31, 2025, 2024, and 2023; Statements of Changes in Partners’ Capital for the years ended December 31, 2025, 2024, and 2023; and Notes to Financial Statements. Additional financial information has been filed as Exhibits to this Form
10-K.
 
36
To the Limited Partners of
Ceres Tactical Commodity L.P.
To the best of the knowledge and belief of the undersigned, the information contained herein is accurate and complete.
 

 
   
By:
   Patrick T. Egan
  President and Director
  Ceres Managed Futures LLC
  General Partner,
  Ceres Tactical Commodity L.P.
Ceres Managed Futures LLC
1585 Broadway
New York, NY 10036
(855)
672-4468
 
37
Management’s Report on Internal Control over
Financial Reporting
The management of Ceres Tactical Commodity L.P. (the “Partnership”), Ceres Managed Futures LLC, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f)
and
15d-15(f)
under the Securities Exchange Act of 1934, as amended, and for our assessment of internal control over financial reporting. The Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Partnership’s internal control over financial reporting includes those policies and procedures that:
 
  (i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
 
  (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the Partnership; and
 
  (iii)
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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The management of Ceres Tactical Commodity L.P. has assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth in the
Internal Control-Integrated Framework (2013)
 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, management concluded that the Partnership maintained effective internal control over financial reporting as of December 31, 2025 based on the criteria referred to above.
 

     

Patrick T. Egan
     
Brooke Lambert
President and Director
     
Chief Financial Officer
Ceres Managed Futures LLC
     
Ceres Managed Futures LLC
General Partner,
     
General Partner,
Ceres Tactical Commodity L.P.
     
Ceres Tactical Commodity L.P.
 
38
Report of Independent Registered Public Accounting Firm
To the Partners of Ceres Tactical Commodity L.P.,
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of Ceres Tactical Commodity L.P. (the Partnership), including the condensed schedules of investments, as of December 31, 2025 and 2024, the related statements of income and expenses and changes in partners’ capital for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2025 and 2024, and the results of its operations and changes in its partners’ capital for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles
Basis for Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.
 

 
We have served as the Partnership’s auditor since 2017.
Boston, Massachusetts
March 20, 2026
 
39
Ceres Tactical Commodity L.P.
Statements of Financial Condition
December 31, 2025 and 2024
 
    
  December 31,  

2025
  
  December 31,  

2024
Assets:
     
Investment in the Fund
(1)
, at fair value (Note 6)
     $ 11,847,983       $ 17,511,230   
Redemptions receivable from the Fund
      702,858       3,866,784  
  
 
 
 
  
 
 
 
Equity in related party trading account:
     
Unrestricted cash (Note 3c)
      79,042,378       98,005,370  
Restricted cash (Note 3c)
      5,167,871       7,364,913  
Foreign cash (cost $506,181 and $173,642 at December 31, 2025 and 2024, respectively)
      552,502       179,838  
Net unrealized appreciation on open futures contracts
      506,700       -   
Net unrealized appreciation on open forward contracts
      550,362       -   
Options purchased, at fair value (premiums paid $7,705,730 and $6,183,472 at December 31, 2025 and 2024, respectively)
      6,674,073       5,354,371  
  
 
 
 
  
 
 
 
Total equity in related party trading account
      92,493,886       110,904,492  
Interest receivable (Note 3c)
      290,608       369,641  
  
 
 
 
  
 
 
 
Total assets
     $   105,335,335      $   132,652,147  
  
 
 
 
  
 
 
 
Liabilities and Partners’ Capital:
     
Liabilities:
     
Net unrealized depreciation on open futures contracts
     $ -        $ 200,937  
Net unrealized depreciation on open forward contracts
      -         197,928  
Options written, at fair value (premiums received $4,026,188 and $3,312,604 at December 31, 2025 and 2024, respectively)
      3,133,651       3,281,715  
Accrued expenses:
     
Ongoing selling agent fees (Note 3d)
      62,242       78,946  
Management fees (Note 3b)
      100,768       120,743  
General Partner fees (Note 3a)
      63,720       80,446  
Incentive fees (Note 3b)
      -        663,398  
Professional fees
      187,798       178,793  
Redemptions payable to General Partner (Note 7)
      210,000       149,980  
Redemptions payable to Limited Partners (Note 7)
      2,020,957       4,504,014  
  
 
 
 
  
 
 
 
Total liabilities
      5,779,136       9,456,900  
  
 
 
 
  
 
 
 
Partners’ Capital (Notes 1 and 7):
     
General Partner, Class Z, 504.1130 and 602.1040 Redeemable Units outstanding at December 31, 2025 and 2024, respectively
      1,080,340       1,317,374  
Limited Partners, Class A, 37,963.8037 and 45,958.9087 Redeemable Units outstanding at December 31, 2025 and 2024, respectively
      96,958,704       120,743,082  
Limited Partners, Class D, 100.0580 Redeemable Units outstanding at December 31, 2025 and 2024
      202,639       208,449  
Limited Partners, Class Z, 613.3870 and 423.3840 Redeemable Units outstanding at December 31, 2025 and 2024, respectively
      1,314,516       926,342  
  
 
 
 
  
 
 
 
Total partners’ capital (net asset value)
      99,556,199       123,195,247  
  
 
 
 
  
 
 
 
Total liabilities and partners’ capital
     $ 105,335,335      $ 132,652,147  
  
 
 
 
  
 
 
 
Net asset value per Redeemable Unit:
     
Class A
     $ 2,553.98      $ 2,627.20  
  
 
 
 
  
 
 
 
Class D
     $ 2,025.22      $ 2,083.28  
  
 
 
 
  
 
 
 
Class Z
     $ 2,143.05      $ 2,187.95  
  
 
 
 
  
 
 
 
 
(1)
 
 Defined in Note 1.
See accompanying notes to financial statements.
 
40
Ceres Tactical Commodity L.P.
Condensed Schedule of Investments
December 31, 2025
 
    
  Number of  

Contracts
     
  Fair Value  
     
% of Partners
Capital
  
Futures Contracts Purchased
             
Energy
      1,548        $ (581,600)        (0.58)       %          
Grains
      603         (299,835)        (0.30)      
Livestock
      66         32,972         0.03       
Metals
      63         276,408         0.28       
Softs
      411         (105,638)        (0.11)      
     
 
 
     
 
 
    
Total futures contracts purchased
         (677,693)        (0.68)      
     
 
 
     
 
 
    
Futures Contracts Sold
             
Energy
      1,478         732,439         0.74       
Grains
      1,617         482,236         0.48       
Livestock
      92         (10,490)        (0.01)      
Metals
      57         (234,445)        (0.24)      
Softs
      284         214,653         0.22       
     
 
 
     
 
 
    
Total futures contracts sold
         1,184,393         1.19       
     
 
 
     
 
 
    
Net unrealized appreciation on open futures contracts
        $ 506,700         0.51        %    
     
 
 
     
 
 
    
Unrealized Appreciation on Open Forward Contracts
             
Metals
             
LME COPPER FUTURE_18 MAR26
      29        $ 1,014,356         1.02        %    
Other
      229         1,850,203         1.85       
     
 
 
     
 
 
    
Total unrealized appreciation on open forward contracts
         2,864,559         2.87       
     
 
 
     
 
 
    
Unrealized Depreciation on Open Forward Contracts
             
Metals
      226         (2,314,197)        (2.32)      
     
 
 
     
 
 
    
Total unrealized depreciation on open forward contracts
         (2,314,197)        (2.32)      
     
 
 
     
 
 
    
Net unrealized appreciation on open forward contracts
        $ 550,362         0.55        %    
     
 
 
     
 
 
    
Options Purchased
             
Calls
             
Grains
      1,040        $ 676,352         0.68        %    
Livestock
      6         9,360         0.01       
Metals
      77         434,011         0.44       
Softs
      93         5,831         0.01       
Puts
             
Grains
             
SOYBEAN FUT OPTN P @ 1100 JUL 26
      808         2,272,500         2.28       
Other
      278         194,046         0.19       
Livestock
             
LIVE CATTLE OPTN P @ 224 APR 26
      606         1,133,220         1.14       
Other
      1,088         1,856,220         1.86       
Metals
      44         21,883         0.02       
Softs
      20         70,650         0.07       
     
 
 
     
 
 
    
Total options purchased (premiums paid $7,705,730)
        $   6,674,073              6.70        %    
     
 
 
     
 
 
    
Options Written
             
Calls
             
Grains
      1,242        $ (409,699)        (0.41)       %    
Livestock
      36         (77,013)        (0.08)      
Metals
      80         (445,871)        (0.45)      
Softs
      8         (56,025)        (0.06)      
Puts
             
Energy
      47         (179,580)        (0.18)      
Grains
      1,236         (713,534)        (0.72)      
Livestock
      1,616         (1,223,615)        (1.22)      
Metals
      45         (28,314)        (0.03)      
     
 
 
     
 
 
    
Total options written (premiums received $4,026,188)
        $ (3,133,651)        (3.15)       %    
     
 
 
     
 
 
    
           
  Fair Value  
     
  % of Partners  
Capital
  
Investment in the Fund
             
CMF Drakewood Master Fund LLC
        $ 11,847,983         11.90        %    
     
 
 
     
 
 
    
Total investment in the Fund
        $ 11,847,983         11.90        %    
     
 
 
     
 
 
    
See accompanying notes to financial statements.
 
41
Ceres Tactical Commodity L.P.
Condensed Schedule of Investments
December 31, 2024
 
    
  Number of  

Contracts
     
  Fair Value  
     
% of Partners
Capital
  
Futures Contracts Purchased
             
Currencies
      8        $ (12,919)        (0.01)       %          
Energy
             
WTI CRUDE FUTURE FEB25
      866         1,628,130         1.31       
Other
      613         327,076         0.27       
Grains
      1,009         367,726         0.30       
Livestock
      85         3,750         0.00        *    
Metals
      193         (362,901)        (0.29)      
Softs
      340         (151,085)        (0.12)      
     
 
 
     
 
 
    
Total futures contracts purchased
         1,799,777         1.46       
     
 
 
     
 
 
    
Futures Contracts Sold
             
Energy
      1,253         (1,544,204)        (1.25)      
Grains
      1,666         (945,964)        (0.77)      
Livestock
      69         7,670         0.01       
Metals
      54         91,745         0.07       
Softs
      370         390,039         0.32       
     
 
 
     
 
 
    
Total futures contracts sold
         (2,000,714)        (1.62)      
     
 
 
     
 
 
    
Net unrealized depreciation on open futures contracts
        $ (200,937)        (0.16)       %    
     
 
 
     
 
 
    
Unrealized Appreciation on Open Forward Contracts
             
Metals
      304        $   1,162,363         0.94        %    
     
 
 
     
 
 
    
Total unrealized appreciation on open forward contracts
         1,162,363              0.94       
     
 
 
     
 
 
    
Unrealized Depreciation on Open Forward Contracts
             
Metals
      345         (1,360,291)        (1.10)      
     
 
 
     
 
 
    
Total unrealized depreciation on open forward contracts
         (1,360,291)        (1.10)      
     
 
 
     
 
 
    
Net unrealized depreciation on open forward contracts
        $ (197,928)        (0.16)       %    
     
 
 
     
 
 
    
Options Purchased
             
Calls
             
Grains
      16        $ 35,040         0.03        %    
Metals
      53         8,580         0.01       
Puts
             
Energy
      5         3,650         0.01       
Grains
             
SOYBEAN FUT OPTN P @ 1000 MAY 25
      1,464         2,241,750         1.82       
SOYBEAN FUT OPTN P @ 1000 NOV 25
      488         1,281,000         1.04       
Other
      488         838,750         0.68       
Livestock
      1,082         877,700         0.71       
Metals
      45         26,317         0.02       
Softs
      39         41,584         0.03       
     
 
 
     
 
 
    
Total options purchased (premiums paid $6,183,472)
        $ 5,354,371         4.35        %    
     
 
 
     
 
 
    
Options Written
             
Calls
             
Grains
      1,265        $ (1,002,723)        (0.81)       %    
Livestock
      11         (10,120)        (0.01)      
Softs
      24         (348,515)        (0.28)      
Puts
             
Grains
      2,582         (1,677,729)        (1.36)      
Livestock
      976         (165,920)        (0.13)      
Metals
      55         (74,893)        (0.06)      
Softs
      3         (1,815)        (0.01)      
     
 
 
     
 
 
    
Total options written (premiums received $3,312,604)
        $ (3,281,715)        (2.66)       %    
     
 
 
     
 
 
    
           
  Fair Value  
     
  % of Partners  
Capital
  
Investment in the Fund
             
CMF Drakewood Master Fund LLC
        $ 17,511,230         14.21        %    
     
 
 
     
 
 
    
Total investment in the Fund
        $ 17,511,230         14.21        %    
     
 
 
     
 
 
    
 
*
Due to rounding.
See accompanying notes to financial statements.
 
42
Ceres Tactical Commodity L.P.
Statements of Income and Expenses
For the Years Ended December 31, 2025, 2024 and 2023
 
    
   2025   
  
   2024   
  
   2023   
Investment Income:
       
Interest income (Note 3c)
     $ 3,900,176      $ 5,379,135      $ 5,635,325  
Interest income allocated from the Funds (Note 3c)
      409,182       1,122,937       1,143,089  
  
 
 
 
  
 
 
 
  
 
 
 
Total investment income
      4,309,358       6,502,072       6,778,414  
  
 
 
 
  
 
 
 
  
 
 
 
Expenses:
       
Expenses allocated from the Funds
      219,505       241,274       183,806  
Clearing fees related to direct investments (Note 3c)
      1,313,965       1,009,305       768,039  
Ongoing selling agent fees (Note 3d)
      852,027       1,044,947       1,128,173  
Management fees (Note 3b)
      1,331,108       1,641,665       1,798,761  
General Partner fees (Note 3a)
      867,453       1,063,381       1,151,344  
Incentive fees (Note 3b)
      -        663,398       513,461  
Professional fees
      507,640       526,550       450,270  
  
 
 
 
  
 
 
 
  
 
 
 
Total expenses
      5,091,698       6,190,520       5,993,854  
  
 
 
 
  
 
 
 
  
 
 
 
Net investment income (loss)
      (782,340 )      311,552       784,560  
  
 
 
 
  
 
 
 
  
 
 
 
Trading Results:
       
Net gains (losses) on trading of commodity interests and investments in the Funds:
       
Net realized gains (losses) on closed contracts
      (4,975,742 )      149,778       4,463,628  
Net realized gains (losses) on closed contracts allocated from the Funds
      3,428,614       (4,073,019 )      (1,075,680 ) 
Net change in unrealized gains (losses) on open contracts
      2,155,144       (1,085,083 )      (2,175,156 ) 
Net change in unrealized gains (losses) on open contracts allocated from the Funds
      (2,655,938 )      (413,882 )      (1,530,561 ) 
  
 
 
 
  
 
 
 
  
 
 
 
Total trading results
      (2,047,922 )      (5,422,206 )      (317,769 ) 
  
 
 
 
  
 
 
 
  
 
 
 
Net income (loss)
     $ (2,830,262 )     $ (5,110,654 )     $ 466,791  
  
 
 
 
  
 
 
 
  
 
 
 
Net income (loss) per Redeemable Unit (Note 8): *
       
Class A
     $ (73.22 )     $ (103.43 )     $ 8.86  
  
 
 
 
  
 
 
 
  
 
 
 
Class D
     $ (58.06 )     $ (82.02 )     $ 6.98  
  
 
 
 
  
 
 
 
  
 
 
 
Class Z
     $ (44.90 )     $ (69.01 )     $ 24.24  
  
 
 
 
  
 
 
 
  
 
 
 
Weighted average Redeemable Units outstanding:
       
Class A
      42,815.8832       50,503.4175       54,756.7504  
  
 
 
 
  
 
 
 
  
 
 
 
Class D
      100.0580       100.0580       416.3080  
  
 
 
 
  
 
 
 
  
 
 
 
Class Z
      1,057.7273       1,217.0548       1,522.3543  
  
 
 
 
  
 
 
 
  
 
 
 
 
*
Represents the change in net asset value per Redeemable Unit.
 
See accompanying notes to financial statements.
 
43
Ceres Tactical Commodity L.P.
Statements of Changes in Partners’ Capital
For the Years Ended December 31, 2025, 2024 and 2023
 
   
Class A
  
Class D
  
Class Z
  
Total
       
Redeemable
      
Redeemable
      
Redeemable
      
Redeemable
   
Amount
  
Units
  
Amount
  
Units
  
Amount
  
Units
  
Amount
  
Units
Partners’ Capital, December 31, 2022
    $ 149,662,300       54,987.0707      $ 1,295,117       600.0580      $ 4,078,584       1,826.7320      $ 155,036,001       57,413.8607  
Subscriptions - Limited Partners
     7,482,119       2,752.1070       -        -        262,500       117.6330       7,744,619       2,869.7400  
Redemptions - General Partner
     -        -        -        -        (74,997 )      (33.2290 )      (74,997 )      (33.2290 ) 
Redemptions - Limited Partners
     (15,919,759 )      (5,858.7060 )      (1,089,837 )      (500.0000 )      (1,589,919 )      (719.2070 )      (18,599,515 )      (7,077.9130 ) 
Net income (loss)
     441,453       -        11,376       -        13,962       -        466,791       -   
 
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Partners’ Capital, December 31, 2023
     141,666,113       51,880.4717       216,656       100.0580       2,690,130       1,191.9290       144,572,899       53,172.4587  
Subscriptions - Limited Partners
     3,647,500       1,328.6390       -        -        189,888       83.3320       3,837,388       1,411.9710  
Redemptions - General Partner
     -        -        -        -        (225,077 )      (101.5880 )      (225,077 )      (101.5880 ) 
Redemptions - Limited Partners
     (19,553,237 )      (7,250.2020 )      -        -        (326,072 )      (148.1850 )      (19,879,309 )      (7,398.3870 ) 
Net income (loss)
     (5,017,294 )      -        (8,207 )      -        (85,153 )      -        (5,110,654 )      -   
 
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Partners’ Capital, December 31, 2024
     120,743,082       45,958.9087       208,449       100.0580       2,243,716       1,025.4880       123,195,247       47,084.4547  
Subscriptions - Limited Partners
     1,856,141       695.2100       -        -        450,000       207.9020       2,306,141       903.1120  
Redemptions - General Partner
     -        -        -        -        (210,000 )      (97.9910 )      (210,000 )      (97.9910 ) 
Redemptions - Limited Partners
     (22,865,301 )      (8,690.3150 )      -        -        (39,626 )      (17.8990 )      (22,904,927 )      (8,708.2140 ) 
Net income (loss)
     (2,775,218 )      -        (5,810 )      -        (49,234 )      -        (2,830,262 )      -   
 
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Partners’ Capital, December 31, 2025
    $   96,958,704         37,963.8037      $       202,639            100.0580      $    2,394,856          1,117.5000      $   99,556,199         39,181.3617  
 
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Net asset value per Redeemable Unit:
     Class A      Class D      Class Z  
2023:
     $ 2,730.63        $ 2,165.30        $ 2,256.96   
  
 
 
     
 
 
     
 
 
  
2024:
     $ 2,627.20        $ 2,083.28        $ 2,187.95   
  
 
 
     
 
 
     
 
 
  
2025:
     $ 2,553.98        $ 2,025.22        $ 2,143.05   
  
 
 
     
 
 
     
 
 
  
See accompanying notes to financial statements.
 
44
Ceres Tactical Commodity L.P.
Notes to Financial Statements – December 31, 2025
1. Organization:
Ceres Tactical Commodity L.P. (the “Partnership”) is a limited partnership organized on April 20, 2005 under the partnership laws of the State of New York to engage, directly or indirectly, in the speculative trading of commodity interests on United States (“U.S.”) and international futures, options on futures and forward markets. The Partnership may also engage, directly or indirectly, in swap transactions and other derivative transactions with the approval of the General Partner (as defined below). Initially, the Partnership’s investment strategy focused on energy and energy-related investments. While the Partnership is expected to continue to have significant exposure to energy and energy-related markets, such trading will no longer be the Partnership’s primary focus. Therefore, the Partnership’s past trading performance will not necessarily be indicative of future results. The sectors traded include energy, grains, livestock, metals and softs. The commodity interests that are traded by the Partnership, directly or indirectly through its investment in the Funds (as defined below), are volatile and involve a high degree of market risk. The General Partner may also determine to invest up to all of the Partnership’s assets (directly or indirectly through its investment in the Funds) in U.S. Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates. During the initial offering period, the Partnership sold 11,925 redeemable units of limited partnership interest (“Redeemable Units”). The Partnership commenced trading on September 6, 2005. The Partnership privately and continuously offers Redeemable Units to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.
Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership and is the trading manager (the “Trading Manager”) of Drakewood Master (as defined below). The General Partner was also the Trading Manager of NL Master (as defined below) prior to NL Master’s termination. The General Partner is a wholly-owned subsidiary of Morgan Stanley Capital Management LLC (“MSCM”). MSCM is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.
As of December 31, 2025, all trading decisions are made for the Partnership by Millburn Ridgefield Corporation (“Millburn”), Ospraie Management, LLC (“Ospraie”), Drakewood Capital Management Limited (“Drakewood”), and Opus Futures, LLC (“Opus”) (each, an “Advisor” and, collectively, the “Advisors”), each of which is, a registered commodity trading advisor. On December 31, 2024, the Partnership fully redeemed its investment from CMF NL Master Fund LLC (“NL Master”). Also effective December 31, 2024, Northlander Commodity Advisors LLP (“Northlander”) ceased to act as a commodity trading advisor to the Partnership. On December 31, 2024, EMC Capital Advisors, LLC (“EMC”) ceased to act as a commodity trading advisor to the Partnership. Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors either directly, through individually managed accounts, or indirectly through its investment in the Funds. References herein to the “Advisors” may also include, as relevant, EMC and Northlander.
During the periods covered by this report, the Partnership’s/Funds’ commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant.
The Partnership and CMF Drakewood Master Fund LLC (“Drakewood Master”) have entered, and (prior to its termination) NL Master had entered, into futures brokerage account agreements with MS&Co. Drakewood Master is referred to as the “Fund.” References herein to the “Funds” may also include, as relevant, NL Master.
 
45
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
As of June 13, 2018, the Partnership began offering three classes of limited partnership interests, Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units. All Redeemable Units issued prior to October 31, 2016 were deemed “Class A Redeemable Units.” Class Z Redeemable Units were first issued on January 1, 2017. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units were not changed. Class D Redeemable Units were first issued July 1, 2018. The rights, liabilities, risks and fees associated with investment in the Class A Redeemable Units and Class Z Redeemable Units were not changed. Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” Class A Redeemable Units are and Class D Redeemable Units were available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions and
non-U.S.
investors. Class Z Redeemable Units are offered to limited partners who receive advisory services from Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) (“Morgan Stanley Wealth Management”) and may also be offered to certain employees of Morgan Stanley and/or its subsidiaries (and their family members). Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units are identical, except that Class A Redeemable Units and Class D Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75% (a 0.75% annual rate) of the adjusted net assets of Class A Redeemable Units and Class D Redeemable Units, respectively, as of the end of each month, whereas Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee. Effective January 1, 2021, the Partnership ceased offering Class D Redeemable Units.
Millburn, and Ospraie directly trade the Partnership’s assets allocated to each Advisor through managed accounts in the name of the Partnership pursuant to Millburn’s Commodity Program and Ospraie’s Commodity Program, respectively. As of February 1, 2023, Opus directly trades the Partnership’s assets allocated to Opus through a managed account in the name of the Partnership pursuant to Opus’s Advanced Ag Program. As of September 1, 2022, EMC directly traded the Partnership’s assets allocated to EMC through a managed account in the name of the Partnership pursuant to EMC’s Commodity Program until its termination as of December 31, 2024.
The Partnership will be liquidated upon the first to occur of the following: December 31, 2055; the net asset value per Redeemable Unit decreases to less than $400 as of a close of any business day; or under certain other circumstances as set forth in the limited partnership agreement of the Partnership, as may be amended or restated from time to time (the “Limited Partnership Agreement”). In addition, the General Partner may, in its sole discretion, cause the Partnership to dissolve if the Partnership’s aggregate net assets decline to less than $1,000,000.
The General Partner has delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.
 
2.
Basis of Presentation and Summary of Significant Accounting Policies:
 
  a.
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.
 
  b.
Profit Allocation
. Except for class specific expenses, the General Partner and each limited partner of the Partnership share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each, except that no limited partner is liable for obligations of the Partnership in excess of its capital contributions and profits, if any, net of distributions or redemptions and losses, if any.
 
46
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
  c.
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 are included herein, and as of and for the years ended December 31, 2025, 2024 and 2023, the Partnership carried no debt and all of the Partnership’s and the Funds’ investments were carried at fair value and classified as Level 1 or Level 2 measurements.
 
  d.
Partnership’s Investment in the Funds
. The Partnership carries its investment in the Funds based on the Partnership’s (1) net contribution to the Funds and (2) its allocated share of the undistributed profits and losses, including realized gains or losses and net change in unrealized gains or losses, of the Funds.
 
  e.
Partnership’s/Funds’ Derivative Investments
. All commodity interests held by the Partnership/Funds, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on the trade date and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the
first-in,
first-out
method. Net unrealized gains or losses on open contracts are included as a component of equity in trading account in the Partnership’s/Funds’ Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Partnership’s/Funds’ Statements of Income and Expenses.
The Partnership/Funds do not isolate the portion of the results of op
erat
ions arising from the effect of changes in foreign exchange rates on investments due to fluctuations from changes in market prices of investments held. Such fluctuations are included in total trading results in the Partnership’s/Funds’ Statements of Income and Expenses.
 
  f.
Partnership’s Cash
. The Partnership’s restricted and unrestricted cash includes cash denominated in foreign currencies of $552,502 (cost of $506,181) and $179,838 (cost of $173,642) as of December 31, 2025 and 2024, respectively.
 
  g.
Income Taxes
. Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740,
“Income Taxes,”
which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are
“more-likely-than-not”
of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the
more-likely-than-not
threshold would be recorded as a tax benefit or liability in the Partnership’s Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Partnership’s Statements of Income and Expenses in the years in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination.
The 2022 through 2025
tax years remain subject to examination by U.S. federal and most state tax authorities.
 
  h.
Investment Company Status
. The Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of
Financial Services — Investment Companies (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.
 
47
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
  i.
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 8, “Financial Highlights.”
 
  j.
Segment Reporting
. The Partnership operates as a
single
reportable segment, as the Chief Operating Decision Maker (CODM) monitors the operating results of the Partnership as a whole against its investment objective, which is included in Note 1. The Partnership’s President acts as the Partnership’s CODM and is responsible for assessing the performance of the Partnership’s single segment and deciding how to allocate the segment’s resources. To perform this function, the CODM reviews the total trading results as reflected in the accompanying Statements of Income and Expenses and total return as reflected in the financial highlights as included in the notes to the Partnership’s Financial Statements. Additionally, segment assets are presented in the accompanying Statements of Financial Condition and significant segment expenses are reported in the accompanying Statements of Income and Expenses.
 
3.
Agreements:
 
a.
Limited Partnership Agreement:
The General Partner administers the business and affairs of the Partnership, including selecting one or more advisors to make trading decisions for the Partnership. The Partnership pays the General Partner a monthly General Partner fee in return for its services to the Partnership equal to
1/12 of 0.75%
(0.75% per year) of
month-end
net assets of the Partnership.
Month-end
net assets, for the purpose of calculating the General Partner fee are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s management fee, incentive fee accrual, the General Partner fee and any redemptions or distributions as of the end of such month. The General Partner fee is allocated proportionally to each Class based on the net asset value of the respective Class. This fee may be increased or decreased at the discretion of the General Partner.
 
b.
Management Agreement:
The General Partner, on behalf of the Partnership, entered into management agreements (each, a “Management Agreement”) with the Advisors. The Advisors are not affiliated with one another, are not affiliated with the General Partner or MS&Co. and are not responsible for the organization or operation of the Partnership. The Partnership pays Millburn a monthly management fee equal to
1/12 of 1.0%
(1.0% per year) of
month-end
Net Assets allocated to Millburn. The Partnership pays Ospraie a monthly management fee equal to
1/12 of 1.5%
(1.5% per year) of
month-end
Net Assets allocated to Ospraie. The Partnership pays Drakewood a monthly management fee equal to
1/12 of 1.5%
(1.5% per year) of
month-end
Net Assets allocated to Drakewood. The Partnership pays Opus a monthly management fee equal to
1/12 of 1.0%
(1.0% per year) of
month-end
Net Assets allocated to Opus. Prior to its termination on December 31, 2024, Northlander was paid a monthly management fee equal to
1/12 of 1.25%
(1.25% per year) of
month-end
Net Assets allocated to Northlander. Prior to its termination on December 31, 2024, EMC was paid a monthly management fee equal to
1/12 of 0.60%
(0.60% per year) of
month-end
Net Assets allocated to EMC.
Month-end
Net Assets, for the purpose of calculating management fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s management fee, incentive fee accrual, the General Partner fee and any redemptions or distributions as of the end of such month. An Advisor’s management fee is allocated proportionally to each Class based on the net asset value of the respective Class.
 
48
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
In addition, the Partnership is obligated to pay each Advisor an incentive fee. The Partnership pays Ospraie, Drakewood, and Opus each an incentive fee, payable annually, equal to 20% of New Trading Profits, as defined in each Management Agreement, earned by the relevant Advisor for the Partnership during each calendar year. The Partnership pays Millburn an incentive fee, payable annually, equal to 27.5% of New Trading Profits, as defined in the Management Agreement, earned by Millburn for the Partnership during the calendar year. Prior to its termination on December 31, 2024, Northlander was eligible to receive an annual incentive fee equal to 20% of New Trading Profits, as defined in the Management Agreement, earned by Northlander for the Partnership each calendar year. Prior to its termination on December 31, 2024, EMC was eligible to receive an annual incentive fee equal to 20% of New Trading Profits, as defined in the Management Agreement, earned by EMC for the Partnership each calendar year. An Advisor’s incentive fee is allocated proportionally to each Class based on the net asset value of the respective Class. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid an incentive fee until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership. Each Management Agreement can be terminated upon notice by either party.
In allocating substantially all of the assets of the Partnership among the Advisors, the General Partner considers, among other factors, the Advisors’ past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.
 
c.
Customer Agreement:
The Partnership has entered into a customer agreement with MS&Co. (the “Partnership Customer Agreement”). Under the Partnership Customer Agreement, the Partnership pays trading fees for the clearing and, where applicable, the execution of transactions, as well as exchange, user,
give-up,
floor brokerage and National Futures Association fees (collectively, the “clearing fees”) directly and indirectly through its investment in the Funds. Clearing fees are allocated to the Partnership based on its proportionate share of each Fund. Clearing fees are also borne directly by the Partnership for its direct trading. Clearing fees will be paid for the life of the Partnership, although the rate at which such fees are paid may be changed. All of the Partnership’s assets available for trading in commodity interests not held in the Funds’ accounts at MS&Co. are deposited in the Partnership’s accounts at MS&Co. The Partnership’s cash deposited by MS&Co. is held in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. 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 December 31, 2025 and 2024, the amount of cash held for margin requirements was $5,167,871 and $7,364,913, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. MS&Co. has agreed to pay the Partnership interest on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of the Funds’) brokerage account at the rate equal to the monthly average of the
4-week
U.S. Treasury bill discount rate. The Partnership Customer Agreement may generally be terminated upon notice by either party.
 
49
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
d.
Selling Agreement:
The Partnership has entered into a selling agreement (the “Selling Agreement”) with Morgan Stanley Wealth Management. Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of the adjusted
month-end
net assets of Class A and Class D Redeemable Units. The ongoing selling agent fee received by Morgan Stanley Wealth Management is shared with the properly registered or exempted financial advisors of Morgan Stanley Wealth Management who have sold Class A and Class D Redeemable Units in the Partnership.
The ongoing selling agent fees for the years ended December 31, 2025, 2024 and 2023 for Class A were $850,453, $1,043,309 and $1,121,446, respectively. The ongoing selling agent fees for the years ended December 31, 2025, 2024 and 2023 for Class D were $1,574, $1,638 and $6,727, respectively. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.
Month-end
Net Assets, for the purpose of calculating ongoing selling agent fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s ongoing selling agent fee, management fee, incentive fee accrual, the General Partner fee and other expenses and any redemptions or distributions as of the end of such month.
 
4.
Trading Activities:
The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity interests. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses. The Partnership also invests certain of its assets through a “master/feeder” structure. The Partnership’s
pro-rata
share of the results of the Funds’ trading activities is shown in the Partnership’s Statements of Income and Expenses.
The Partnership Customer Agreement and the Funds’ futures brokerage account agreements with MS&Co. (the “Master Customer Agreements” and, together with the Partnership Customer Agreement, the “Customer Agreements”) give the Partnership and the Funds, respectively, the legal right to net unrealized gains and losses on open futures and forward contracts in their respective Statements of Financial Condition. The Partnership and the Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and open forward contracts in their respective Statements of Financial Condition, as the criteria under ASC
210-20,
“Balance Sheet,”
have been met.
All of the commodity interests owned directly by the Partnership are held for trading purposes. All of the commodity interests owned by the Funds are held for trading purposes. The monthly average number of futures contracts traded directly by the Partnership during the years ended December 31, 2025 and 2024 were 5,835 and 5,983, respectively. The monthly average number of metals forward contracts traded directly by the Partnership during the years ended December 31, 2025 and 2024 were 869 and 1,077, respectively. The monthly average number of option contracts traded directly by the Partnership during the years ended December 31, 2025 and 2024 were 5,622 and 4,291, respectively.
Trading and transaction fees are based on the number of trades executed by the Advisors and the Partnership’s respective percentage ownership of each Fund.
All clearing fees paid to MS&Co. are borne directly by the Partnership for its direct trading. In addition, clearing fees are borne by the Funds for indirect trading and allocated to the Funds’ members, including the Partnership.
 
50
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting arrangements or similar agreements as of December 31, 2025 and 2024, respectively.
 
        
  Gross Amounts  
  
Amounts
     
Gross Amounts Not Offset in the
       
        
Offset in the
  
  Presented in the  
     
Statements of Financial Condition
       
    
Gross
  
Statements of
  
Statements of
          
 Cash Collateral 
       
    
Amounts
  
Financial
  
Financial
     
Financial
   
Received/
       
December 31, 2025
   
  Recognized  
  
Condition
  
Condition
     
  Instruments  
   
Pledged*
   
 Net Amount 
  
Assets
                
Futures
     $ 2,253,532      $ (1,746,832 )     $ 506,700        $
- 
       $ -        $ 506,700   
Forwards
      2,864,559       (2,314,197 )      550,362         -         -         550,362   
  
 
 
 
  
 
 
 
  
 
 
     
 
 
 
   
 
 
 
   
 
 
  
Total assets
     $ 5,118,091      $ (4,061,029 )     $ 1,057,062        $ -        $
- 
       $ 1,057,062   
  
 
 
 
  
 
 
 
  
 
 
     
 
 
 
   
 
 
 
   
 
 
  
Liabilities
                
Futures
     $ (1,746,832 )     $ 1,746,832      $ -        $ -        $ -        $ -   
Forwards
      (2,314,197 )      2,314,197       -         -         -         -   
  
 
 
 
  
 
 
 
  
 
 
     
 
 
 
   
 
 
 
   
 
 
  
Total liabilities
     $ (4,061,029 )     $ 4,061,029      $ -        $ -        $ -        $ -   
  
 
 
 
  
 
 
 
  
 
 
     
 
 
 
   
 
 
 
   
 
 
  
Net fair value
                  $ 1,057,062  * 
               
 
 
  
 
        
  Gross Amounts  
  
Amounts
  
Gross Amounts Not Offset in the
       
        
Offset in the
  
  Presented in the  
  
Statements of Financial Condition
       
    
Gross
  
Statements of
  
Statements of
       
 Cash Collateral 
       
    
Amounts
  
Financial
  
Financial
  
Financial
   
Received/
       
December 31, 2024
   
  Recognized  
  
Condition
  
Condition
  
  Instruments  
   
Pledged*
   
 Net Amount 
  
Assets
               
Futures
     $ 3,546,893      $ (3,546,893 )     $ -       $ -        $ -        $ -   
Forwards
      1,162,363       (1,162,363 )      -        -         -         -   
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
   
 
 
 
   
 
 
  
Total assets
     $ 4,709,256      $ (4,709,256 )     $ -       $ -        $ -        $ -   
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
   
 
 
 
   
 
 
  
Liabilities
               
Futures
     $ (3,747,830 )     $ 3,546,893      $ (200,937 )     $ -        $ 200,937       $ -   
Forwards
      (1,360,291 )      1,162,363       (197,928 )      -         197,928        -   
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
   
 
 
 
   
 
 
  
Total liabilities
     $ (5,108,121 )     $ 4,709,256      $ (398,865 )     $ -        $ 398,865       $ -   
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
   
 
 
 
   
 
 
  
Net fair value
                 $
- 
 * 
              
 
 
  
 
*
In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’s
non-exchange-traded
contracts, as applicable, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. In certain instances, MS&Co. may not post collateral and as such, in the event of default by MS&Co., the Partnership is exposed to the amount shown in the Statements of Financial Condition. In the case of exchange-traded contracts, the Partnership’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee funds may be available in the event of a default. In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization.
 
51
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
The following tables indicate the gross fair values of derivative instruments of futures, forward and option contracts held directly by the Partnership as separate assets and liabilities as of December 31, 2025 and 2024, respectively.
 
    
 December 31, 

2025
  
Assets
   
Futures Contracts
   
Energy
    $ 1,009,142    
Grains
      509,437    
Livestock
      37,022    
Metals
      355,281    
Softs
      342,650    
  
 
 
  
Total unrealized appreciation on open futures contracts
      2,253,532    
  
 
 
  
Liabilities
   
Futures Contracts
   
Energy
      (858,303)   
Grains
      (327,036)   
Livestock
      (14,540)   
Metals
      (313,318)   
Softs
      (233,635)   
  
 
 
  
Total unrealized depreciation on open futures contracts
      (1,746,832)   
  
 
 
  
Net unrealized appreciation on open futures contracts
    $ 506,700   * 
  
 
 
  
Assets
   
Forward Contracts
   
Metals
    $ 2,864,559    
  
 
 
  
Total unrealized appreciation on open forward contracts
      2,864,559    
  
 
 
  
Liabilities
   
Forward Contracts
   
Metals
      (2,314,197)   
  
 
 
  
Total unrealized depreciation on open forward contracts
      (2,314,197)   
  
 
 
  
Net unrealized appreciation on open forward contracts
    $ 550,362   ** 
  
 
 
  
Assets
   
Options Purchased
   
Grains
    $ 3,142,898    
Livestock
      2,998,800    
Metals
      455,894    
Softs
      76,481    
  
 
 
  
Total options purchased
    $    6,674,073   *** 
  
 
 
  
Liabilities
   
Options Written
   
Energy
    $ (179,580)   
Grains
      (1,123,233)   
Livestock
      (1,300,628)   
Metals
      (474,185)   
Softs
      (56,025)   
  
 
 
  
Total options written
    $ (3,133,651)  **** 
  
 
 
  
 
*
This amount is in “Net unrealized appreciation on open futures contracts” in the Statements of Financial Condition.
**
This amount is in “Net unrealized appreciation on open forward contracts” in the Statements of Financial Condition.
***
This amount is in “Options purchased, at fair value” in the Statements of Financial Condition.
****
This amount is in “Options written, at fair value” in the Statements of Financial Condition.
 
52
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
    
  December 31,  

2024
  
Assets
   
Futures Contracts
   
Energy
    $ 2,071,134    
Grains
      586,692    
Livestock
      64,240    
Metals
      110,929    
Softs
      713,898    
  
 
 
  
Total unrealized appreciation on open futures contracts
      3,546,893    
  
 
 
  
Liabilities
   
Futures Contracts
   
Currencies
      (12,919)   
Energy
      (1,660,132)   
Grains
      (1,164,930)   
Livestock
      (52,820)   
Metals
      (382,085)   
Softs
      (474,944)   
  
 
 
  
Total unrealized depreciation on open futures contracts
      (3,747,830)   
  
 
 
  
Net unrealized depreciation on open futures contracts
    $ (200,937)  * 
  
 
 
  
Assets
   
Forward Contracts
   
Metals
    $ 1,162,363    
  
 
 
  
Total unrealized appreciation on open forward contracts
      1,162,363    
  
 
 
  
Liabilities
   
Forward Contracts
   
Metals
      (1,360,291)   
  
 
 
  
Total unrealized depreciation on open forward contracts
      (1,360,291)   
  
 
 
  
Net unrealized depreciation on open forward contracts
    $ (197,928)  ** 
  
 
 
  
Assets
   
Options Purchased
   
Energy
    $ 3,650    
Grains
      4,396,540    
Livestock
      877,700    
Metals
      34,897    
Softs
      41,584    
  
 
 
  
Total options purchased
    $     5,354,371   *** 
  
 
 
  
Liabilities
   
Options Written
   
Grains
    $ (2,680,452)   
Livestock
      (176,040)   
Metals
      (74,893)   
Softs
      (350,330)   
  
 
 
  
Total options written
    $ (3,281,715)  **** 
  
 
 
  
 
*
This amount is in “Net unrealized depreciation on open futures contracts” in the Statements of Financial Condition.
**
This amount is in “Net unrealized depreciation on open forward contracts” in the Statements of Financial Condition.
***
This amount is in “Options purchased, at fair value” in the Statements of Financial Condition.
****
This amount is in “Options written, at fair value” in the Statements of Financial Condition.
 
53
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
The following table indicates the trading gains and losses, by market sector, on derivative instruments traded directly by the Partnership for the years ended December 31, 2025, 2024 and 2023, respectively.
 
Sector
   
   2025   
    
   2024   
    
   2023   
  
Currencies
     $ 59,047        $ (265,309)       $ (664,782)   
Energy
      (1,765,241)        (1,767,369)        507,482    
Grains
      (1,002,473)        7,146,281         1,074,428    
Livestock
      (1,543,423)        (530,748)        345,532    
Metals
      2,080,804         (1,409,630)        (437,448)   
Softs
      (649,312)        (4,108,530)        1,463,260    
  
 
 
    
 
 
    
 
 
  
Total
     $ (2,820,598)  *****     $ (935,305)  *****     $ 2,288,472   ***** 
  
 
 
    
 
 
    
 
 
  
 
*****
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
non-exchange
traded 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 exchange-traded 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 and for the years ended December 31, 2025 and 2024, 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).
 
54
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
December 31, 2025
   
Total
   
Level 1
   
Level 2
   
Level 3
Assets
            
Futures
     $ 2,253,532       $ 2,253,532       $ -        $ -   
Forwards
      2,864,559        -         2,864,559        -   
Options purchased
      6,674,073        6,674,073        -         -   
  
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
Total assets
     $   11,792,164       $    8,927,605       $   2,864,559       $     -   
  
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
Liabilities
            
Futures
     $ 1,746,832       $ 1,746,832       $ -        $ -   
Forwards
      2,314,197        -         2,314,197        -   
Options written
      3,133,651        3,133,651        -         -   
  
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
Total liabilities
     $ 7,194,680       $ 4,880,483       $ 2,314,197       $ -   
  
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
 
December 31, 2024
   
Total
   
Level 1
   
Level 2
   
Level 3
Assets
            
Futures
     $ 3,546,893       $ 3,546,893       $ -        $ -   
Forwards
      1,162,363        -         1,162,363        -   
Options purchased
      5,354,371        5,354,371        -         -   
  
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
Total assets
     $   10,063,627       $    8,901,264       $   1,162,363       $     -   
  
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
Liabilities
            
Futures
     $ 3,747,830       $ 3,747,830       $ -        $ -   
Forwards
      1,360,291        -         1,360,291        -   
Options written
      3,281,715        3,281,715        -         -   
  
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
Total liabilities
     $ 8,389,836       $ 7,029,545       $ 1,360,291       $ -   
  
 
 
 
   
 
 
 
   
 
 
 
   
 
 
 
The Investment in the Funds measured using the net asset value per share practical expedient is not required to be included in the fair value hierarchy. Please refer to the Condensed Schedules of Investments as of December 31, 2025 and 2024, respectively.
 
6.
Investment in the Funds:
On April 1, 2019, the Partnership allocated a portion of its assets to NL Master, a limited liability company organized under the limited liability company laws of the State of Delaware. NL Master permitted accounts managed by Northlander using Northlander’s Commodity Program, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner was also the trading manager of NL Master. On December 31, 2024, the Partnership fully redeemed its investment from NL Master.
On May 1, 2022, the Partnership allocated a portion of its assets to Drakewood Master, a limited liability company organized under the limited liability company laws of the State of Delaware. Drakewood Master permits accounts managed by Drakewood using Drakewood’s Drakewood Prospect Fund Strategy, a proprietary, discretionary trading system, to invest together in one trading vehicle. The General Partner is also the trading manager of Drakewood Master. Individual and pooled accounts currently managed by Drakewood, including the Partnership, are permitted to be members of Drakewood Master. The Trading Manager and Drakewood believe that trading through the master/feeder structure should promote efficiency and economy in the trading process.
 
55
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
The General Partner is not aware of any material changes to the trading programs discussed above or in Note 1, “Organization” during the year ended December 31, 2025.
The Partnership’s/Funds’ trading of futures, forward, swap and option contracts, if applicable, on commodities is done primarily on U.S. commodity exchanges and foreign commodity exchanges. The Partnership/Funds engage in such trading through commodity brokerage accounts maintained with MS&Co.
Generally, a member in the Funds withdraws all or part of its capital contribution and undistributed profits, if any, from the Funds as of the end of any month (the “Redemption Date”) after a request has been made to the Trading Manager at least three days in advance of the Redemption Date. Such withdrawals are classified as a liability when the member elects to redeem and informs the Funds. However, a member may request a withdrawal as of the end of any day if such request is received by the Trading Manager at least three days in advance of the proposed withdrawal date.
Management fees, General Partner fees, ongoing selling agent fees and incentive fees are charged at the Partnership level. All clearing fees paid to MS&Co. are borne directly by the Partnership for its direct trading. In addition, clearing fees are borne by the Funds and allocated to the Funds’ members, including the Partnership.
At December 31, 2025, the Partnership owned approximately 35.0% of Drakewood Master. At December 31, 2024, the Partnership owned approximately 41.3% of Drakewood Master. It is the Partnership’s intention to continue to invest in the Fund. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.
Summarized information reflecting the total assets, liabilities and members’ capital of the Funds is shown in the following tables:
 
    
December 31, 2025
  
    
  Total Assets  
     
  Total Liabilities  
     
  Total Capital  
  
Drakewood Master
     $ 40,290,634        $ 6,443,067        $ 33,847,567   
 
    
December 31, 2024
  
    
  Total Assets  
     
  Total Liabilities  
     
  Total Capital  
  
NL Master
     $ 13,129,914        $ 13,129,914       $ -    
Drakewood Master
      44,926,030         2,584,283         42,341,747   
 
56
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
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 year ended December 31, 2025
  
    
 Net Investment 
     
 Total Trading 
         
    
Income (Loss)
     
Results
     
 Net Income (Loss) 
  
Drakewood Master
     $ 498,920        $ 1,909,285         $ 2,408,205    
 
    
For the year ended December 31, 2024
  
    
 Net Investment 
     
 Total Trading 
         
    
Income (Loss)
     
Results
     
 Net Income (Loss) 
  
NL Master
     $ 1,232,984        $ (11,180,959)        $ (9,947,975)   
Drakewood Master
      1,252,603         (2,668,008)         (1,415,405)   
 
    
For the year ended December 31, 2023
  
    
 Net Investment 
     
 Total Trading 
         
    
Income (Loss)
     
Results
     
 Net Income (Loss) 
  
NL Master
     $ 1,756,468        $ (5,536,966)        $ (3,780,498)   
Drakewood Master
      1,310,701         (2,850,943)         (1,540,242)   
Summarized information reflecting the Partnership’s investments in and the Partnership’s
pro-rata
share of the results of operations of the Funds is shown in the following tables:
 
    
December 31, 2025
     
For the year ended December 31, 2025
            
    
% of
                   
Expenses
     
Net
            
    
  Partners’  
     
Fair
     
Income
     
Clearing
     
Professional
     
Income
     
Investment
   
Redemptions
Funds
   
Capital
     
Value
     
(Loss)
     
Fees
     
Fees
     
(Loss)
     
Objective
   
Permitted
Drakewood Master
      11.90 %       $   11,847,983        $   1,181,858        $     190,532        $     28,973        $     962,353       Commodity Portfolio    Monthly
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
        
       $ 11,847,983        $ 1,181,858        $ 190,532        $ 28,973        $ 962,353         
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
        
 
    
December 31, 2024
     
For the year ended December 31, 2024
            
    
% of
                   
Expenses
     
Net
            
    
  Partners’  
     
Fair
     
Income
     
Clearing
     
Professional
     
Income
     
Investment
   
Redemptions
Funds
   
Capital
     
Value
     
(Loss)
     
Fees
     
Fees
     
(Loss)
     
Objective
   
Permitted
NL Master
      - %       $ —        $   (2,909,797)       $      32,420        $     20,048        $    (2,962,265)      Commodity Portfolio    Monthly
Drakewood Master
      14.21 %        17,511,230         (454,167)        159,732         29,074         (642,973)      Commodity Portfolio    Monthly
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
        
       $   17,511,230        $ (3,363,964)       $ 192,152        $ 49,122        $ (3,605,238)        
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
        
 
    
December 31, 2023
     
For the year ended December 31, 2023
                
    
% of
                   
Expenses
     
Net
                
    
  Partners’  
     
Fair
     
Income
     
Clearing
     
Professional
     
Income
     
Investment
     
Redemptions
  
Funds
   
Capital
     
Value
     
(Loss)
     
Fees
     
Fees
     
(Loss)
     
Objective
     
Permitted
  
NL Master
      8.00 %       $   11,558,658        $    (1,004,007)       $      24,524        $     17,888        $    (1,046,419)        Commodity Portfolio        Monthly  
Drakewood Master
      11.38 %        16,459,442         (459,145)        117,436         23,958         (600,539)        Commodity Portfolio        Monthly  
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
        
       $ 28,018,100        $ (1,463,152)       $ 141,960        $ 41,846        $ (1,646,958)        
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
        
 
57
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
7.
Subscriptions, Distributions and Redemptions:
Subscriptions are accepted monthly from investors who become limited partners on the first day of the month after their subscription is processed. Distributions are made on a
pro-rata
basis at the sole discretion of the General Partner. No distributions have been made to date. The General Partner does not intend to make any distributions of the Partnership’s profits. A limited partner may require the Partnership to redeem its Redeemable Units at their net asset value per Redeemable Unit as of the end of each month on three business days’ notice to the General Partner. There is no fee charged to limited partners in connection with redemptions.
 
8.
Financial Highlights:
Financial highlights for the limited partner Classes as a whole for the years ended December 31, 2025, 2024 and 2023 were as follows:
 
    
2025
  
2024
  
2023
    
 Class A 
  
 Class D 
  
 Class Z 
  
 Class A 
  
 Class D 
  
 Class Z 
  
 Class A 
  
 Class D 
  
 Class Z 
Per Redeemable Unit Performance (for a unit outstanding throughout the year): *
                   
Net realized and unrealized gains (losses)
      $ (54.95 )     $ (43.54 )     $ (46.10 )     $ (109.05 )     $ (86.70 )     $ (91.26 )     $ (4.80 )     $ 7.24      $ 0.02  
Net investment income (loss)
      (18.27 )      (14.52 )      1.20       5.62       4.68       22.25       13.66       (0.26 )      24.22  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Increase (decrease) for the year
      (73.22 )      (58.06 )      (44.90 )      (103.43 )      (82.02 )      (69.01 )      8.86       6.98       24.24  
Net asset value per Redeemable Unit, beginning of year
      2,627.20       2,083.28       2,187.95       2,730.63       2,165.30       2,256.96       2,721.77       2,158.32       2,232.72  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Net asset value per Redeemable Unit, end of year
     $   2,553.98      $   2,025.22      $   2,143.05      $   2,627.20      $   2,083.28      $   2,187.95      $   2,730.63      $   2,165.30      $   2,256.96  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
    
2025
    
2024
    
2023
  
    
 Class A 
    
 Class D 
    
 Class Z 
    
 Class A 
    
 Class D 
    
 Class Z 
    
 Class A 
    
 Class D 
    
 Class Z 
  
Ratios to Average Limited Partners’ Capital:
                   
Net investment income (loss) **
      (0.7)  %      (0.7)  %      0.1   %      0.2   %      0.2   %      1.1   %      0.5   %      0.0   %      0.9   % 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Operating expenses
      4.5   %      4.4   %      3.7   %      4.0   %      3.9   %      3.3   %      3.6   %      3.8   %      2.9   % 
Incentive fees
      -   %      -   %      -   %      0.5   %      0.5   %      0.4   %      0.3   %      0.8   %      0.6   % 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total expenses
      4.5  %      4.4   %      3.7   %      4.5   %      4.4   %      3.7   %      3.9   %      4.6   %      3.5   % 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total return:
                   
Total return before incentive fees
      (2.8)  %      (2.8)  %      (2.1)  %      (3.3)  %      (3.3)  %      (2.6)  %      0.7   %      1.0   %      1.6   % 
Incentive fees
      -   %      -   %      -   %      (0.5)  %      (0.5)  %      (0.5)  %      (0.4)  %      (0.7)  %      (0.5)  % 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
Total return after incentive fees
      (2.8)  %      (2.8)  %      (2.1)  %      (3.8)  %      (3.8)  %      (3.1)  %      0.3   %      0.3   %      1.1   % 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
  
 
*
Net investment income (loss) per Redeemable Unit is calculated by dividing the interest income less total expenses by the average number of Redeemable Units outstanding during the period/year. 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.
 
**
Interest income less total expenses.
The above ratios and total return may vary for individual inve
sto
rs based on the timing of capital transactions during the year. Additionally, these ratios are calculated for the limited partner Classes using the limited partners’ share of income, expenses and average partners’ capital of the respective Class and include the income and expenses allocated from the Funds. The ratios do not reflect the Partnership’s proportionate share of income and expenses of the Funds.
 
58
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
9.
Financial Instrument Risks:
In the normal course of business, the Partnership and the Funds are parties to financial instruments with
off-balance-sheet
risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or
over-the-counter
(“OTC”). Exchange-traded instruments include futures and certain standardized forward, swap and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. None of the Partnership’s/Funds’ contracts are traded OTC, although contracts may be traded OTC in the future.
Futures Contracts
. The Partnership and the Funds trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. When the contract is closed, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and net change in unrealized gains (losses) on futures contracts are included in the Partnership’s/Funds’ Statements of Income and Expenses.
London Metal Exchange Forward Contracts
. Metal contracts traded on the London Metal Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin, zinc or other metals. LME contracts traded by the Partnership and the Funds are cash settled based on prompt dates published by the LME. Variation margin may be made or received by the Partnership and the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership and the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Partnership and the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and net change in unrealized gains (losses) on metal contracts are included in the Partnership’s/Funds’ Statements of Income and Expenses.
Options
. The Partnership and the Funds may purchase and write (sell) both exchange-listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Partnership/Funds write an option, the premium received is recorded as a liability in the Partnership’s/Funds’ Statements of Financial Condition and
marked-to-market
daily. When the Partnership/Funds purchase an option, the premium paid is recorded as an asset in the Partnership’s/Funds’ Statements of Financial Condition and
marked-to-market
daily. Net realized gains (losses) and net change in unrealized gains (losses) on option contracts are included in the Partnership’s/Funds’ Statements of Income and Expenses.
 
59
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
As both a buyer and seller of options, the Partnership/Funds pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/Funds to potentially unlimited liability; for purchased options, the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Funds do not consider these contracts to be guarantees.
Futures-style options
. The Partnership and the Funds may trade futures-style option contracts. Unlike traditional option contracts, the premiums for futures-style option contracts are not received or paid upon the onset of the trade. The premiums are recognized and received or paid as part of the sales price when the contract is closed. Similar to a futures contract, variation margin for the futures-style option contract may be made or received by the Partnership/Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership/Funds. Transactions in futures-style option contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Futures-style option contracts are presented as part of “Net unrealized appreciation on open futures contracts” or “Net unrealized depreciation on open futures contracts,” as applicable, in the Partnership’s/Funds’ Statements of Financial Condition. Net realized gains (losses) and net change in unrealized gains (losses) on futures-style option contracts are included in the Partnership’s/Funds’ Statements of Income and Expenses.
Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership and the Funds are exposed to market risk equal to the value of the futures and forward contracts held and unlimited liability on such contracts sold short.
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s/Funds’ risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk, as MS&Co. or an MS&Co. affiliate are counterparties or brokers with respect to the Partnership’s/Funds’ assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through MS&Co. or an MS&Co. affiliate, the Partnership’s/Funds’ counterparty is an exchange or clearing organization.
The General Partner/Trading Manager monitors and attempts to mitigate the Partnership’s/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems and, accordingly, believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject. These monitoring systems generally allow the General Partner/Trading Manager to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.
The majority of these financial instruments mature within one year of the inception date. However, due to the nature of the Partnership’s/Funds’ business, these instruments may not be held to maturity.
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. The limited liability is a result of the organization of the Partnership as a limited partnership under New York law.
 
60
Ceres Tactical Commodity L.P.
Notes to Financial Statements
 
 
In the ordinary course of business, the Partnership/Funds enter into contracts and agreements that contain various representations and warranties and which provide general indemnifications. The Partnership’s/Funds’ maximum exposure under these arrangements cannot be determined, as this could include future claims that have not yet been made against the Partnership/Funds. The General Partner/Trading Manager considers the risk of any future obligation relating to these indemnifications to be remote.
Beginning in February 2022, the United States, the United Kingdom, the European Union, and a number of other nations imposed sanctions against Russia in response to Russia’s invasion of Ukraine, and these and other governments around the world may impose additional sanctions in the future as the conflict develops. In addition, the armed conflict between Israel and Hamas and subsequent sanctions have created volatility in the price of various commodities and may lead to a deterioration in the political and trade relationships that exist between the countries involved and have a negative impact on business activity globally, and therefore could affect the performance of the Partnership’s/Funds’ investments. Furthermore, uncertainties regarding these conflicts and the varying involvement of the United States and other countries preclude prediction as to the ultimate impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Partnership/Funds and the performance of its investments or operations, and the ability of the Partnership/Funds to achieve its investment objectives. Additionally, to the extent that investors, service providers and/or other third parties have material operations or assets in Russia, Belarus, Ukraine or Israel, they may have their operations disrupted and/or suffer adverse consequences related to the ongoing conflicts.
Changes in trade policies, including the imposition of tariffs or other trade restrictions, may adversely affect the trading strategies of certain of the Partnership’s advisors, and the Partnership. The current tariff environment remains uncertain and highly volatile, and it is difficult to predict the direction or scope of future tariff policies in the short term. The current U.S. administration has proposed and recently begun to implement global broad-based tariffs on imports from key trading partners to the U.S., including, but not limited to, Canada, China, the European Union and Mexico. While the current U.S. administration has agreed to pause the implementation of certain tariffs proposed under its existing policies, the continued implementation of certain other tariffs (and the threat that additional tariffs may be imposed in the future) can be expected to lead to increased costs, supply chain disruptions, and heightened market volatility. Retaliatory trade measures by governments have been proposed and, in certain instances, implemented, which can be expected to create further economic uncertainty.
 
10.
Subsequent Events:
The General Partner evaluates events that occur after the balance sheet date but before and up until financial statements are issued. The General Partner has assessed the subsequent events through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.
 
61
Selected unaudited quarterly financial data for the Partnership for the years ended December 31, 2025 and 2024 is summarized below:
 
    
  For the period from  
  
  For the period from  
  
  For the period from  
  
  For the period from  
    
October 1, 2025 to
  
July 1, 2025 to
  
April 1, 2025 to
  
January 1, 2025 to
    
December 31, 2025
  
September 30, 2025
  
June 30, 2025
  
March 31, 2025
Total investment income
     $ 933,119      $ 1,103,303      $ 1,109,188      $ 1,163,748  
Total expenses
      (1,144,214 )      (1,295,275 )      (1,284,144 )      (1,368,065 ) 
Total trading results
      (2,705,809 )      (2,031,472 )      (1,440,305 )      4,129,664  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Net income (loss)
     $ (2,916,904 )     $ (2,223,444 )     $ (1,615,261 )     $ 3,925,347  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Increase (decrease) in net asset value per Redeemable Unit:
         
Class A
     $ (71.46 )     $ (51.33 )     $ (35.04 )     $ 84.61  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Class D
     $ (56.67 )     $ (40.71 )     $ (27.78 )     $ 67.10  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Class Z
     $ (55.82 )     $ (38.77 )     $ (25.03 )     $ 74.72  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
    
  For the period from  
  
  For the period from  
  
  For the period from  
  
  For the period from  
    
October 1, 2024 to
  
July 1, 2024 to
  
April 1, 2024 to
  
January 1, 2024 to
    
December 31, 2024
  
September 30, 2024
  
June 30, 2024
  
March 31, 2024
Total investment income
     $ 1,364,978      $ 1,653,380      $ 1,705,349      $ 1,778,365  
Total expenses
      (1,635,232 )      (1,343,661 )      (1,198,836 )      (2,012,791 ) 
Total trading results
      (1,337,968 )      (4,356,034 )      (3,391,088 )      3,662,884  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Net income (loss)
     $ (1,608,222 )     $ (4,046,315 )     $ (2,884,575 )     $ 3,428,458  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Increase (decrease) in net asset value per Redeemable Unit:
         
Class A
     $ (33.76 )     $ (78.60 )     $ (55.36 )     $ 64.29  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Class D
     $ (26.78 )     $ (62.33 )     $ (43.89 )     $ 50.98  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Class Z
     $ (23.93 )     $ (61.03 )     $ (41.56 )     $ 57.51  
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
 
62
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
.
Not applicable.
Item 9A.
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 December 31, 2025, 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.
The report included in “Item 8.
Financial Statements and Supplementary Data
.” includes the General Partner’s report on internal control over financial reporting (“Management’s Report”).
There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
Item 9B.
Other Information
.
10b5-1
Trading Plans
The Partnership has
no
directors or executive officers and its affairs are managed by its General Partner. The General Partner is managed by a board of directors. During the fiscal quarter ended December 31, 2025, no officers or directors of the General Partner adopted, modified or terminated a “Rule
10b5-1
trading arrangement” (as defined in Item 408 of Regulation
S-K
of the Exchange Act).
There were no
“non-Rule
10b5-1
trading arrangements” (as defined in Item 408 of Regulation
S-K
of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended December 31, 2025 by the directors and officers of the General Partner.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inpsections
.
Not applicable.
 
63
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
.
The Partnership has no directors or executive officers and its affairs are managed by its General Partner. Investment decisions are made by the Advisors.
The directors and executive officers of the General Partner are Patrick T. Egan (President and Chairman of the Board of Directors of the General Partner), Brooke Lambert (Chief Financial Officer), Victoria Eckstein (Director) and Tatiana Segal (Director). Each director holds office until the earlier of his or her death, resignation or removal. Vacancies on the board of directors may be filled by either (i) the majority vote of the remaining directors or (ii) MSCM, as the sole member of the General Partner. The officers of the General Partner are designated by the General Partner’s board of directors. Each officer will hold office until his or her successor is designated and qualified or until his or her death, resignation or removal.
Directors of the General Partner are responsible for overall corporate governance of the General Partner and meet periodically to consider strategic decisions regarding the General Partner’s activities. Under CFTC rules, each Director of the General Partner is deemed to be a principal of the General Partner and, as a result, is listed as such with NFA. Patrick T. Egan serves on the General Partner’s Investment Committee and is the trading principal responsible for allocation decisions (or supervising those responsible).
Patrick T. Egan
, age 56, has been a Director of the General Partner since December 1, 2010. Since December 1, 2010, Mr. Egan has been a principal and registered as an associated person of the General Partner, and is an associate member of the NFA. Since October 2014, Mr. Egan has served as President and Chairman of the Board of Directors of the General Partner. Since August 8, 2013, Mr. Egan has been registered as a swap associated person of the General Partner. In addition, from May 2021 to February 2022, Mr. Egan was a branch manager, principal and registered as an associated person of Morgan Stanley Investment Management Inc. (“MSIM”), and was an associate member of the NFA. From September 2013 to May 2014, Mr. Egan served as a Vice President of Morgan Stanley Strategies LLC, formerly known as Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities, and Morgan Stanley AI GP LLC, formerly known as Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. From September 2013 to May 2014, Mr. Egan was registered as an associated person and listed as a principal of each such entity. Since January 2013, each such entity has been registered as a commodity pool operator with the CFTC. Mr. Egan was responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. From June 2009 to December 2014, Mr. Egan was employed by Morgan Stanley Smith Barney LLC, a financial services firm, where his responsibilities included serving as Executive Director and as
Co-Chief
Investment Officer for Morgan Stanley Managed Futures from June 2009 through June 2011 and as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014. Since October 2014, Mr. Egan has been the Head of Managed Futures for Morgan Stanley, and responsible for the
day-to-day
operations and management of the General Partner. Since January 2015, Mr. Egan has been employed by the General Partner. From November 2010 to October 2014, Mr. Egan was registered as an associated person of Morgan Stanley Smith Barney LLC. From April 2007 through June 2009, Mr. Egan was employed by MS & Co., a financial services firm, where his responsibilities included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From April 2007 through June 2009, Mr. Egan was registered as an associated person of MS & Co. From March 1993 through April 2007, Mr. Egan was employed by Morgan Stanley DW Inc., a financial services firm, where his initial responsibilities included serving as an analyst and manager within the Managed Futures Department (with primary responsibilities for product development, due diligence, investment analysis and risk management of the firm’s commodity pools) and later included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From February 1998 through April 2007, Mr. Egan was registered as an associated person of Morgan Stanley DW Inc. From August 1991 through March 1993, Mr. Egan was employed by Dean Witter Intercapital, the asset management arm of Dean Witter Reynolds, Inc., where his responsibilities included serving as a mutual fund administration associate. Mr. Egan also served as a Director from November 2004 through October 2006, and from November 2006 through October 2008 of the Managed Funds Association’s Board of Directors, a position he was elected to by industry peers for two consecutive
two-year
terms. Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.
 
64
Brooke Lambert
, age 42, has been the Chief Financial Officer, Treasurer and a principal of the General Partner since May 16, 2022. Ms. Lambert has been employed by MSIM, a financial services firm, since July 2014, where her responsibilities include serving as a Vice President and managing the accounting, financial reporting and regulatory reporting of the commodity pools operated by the General Partner. From July 2009 to July 2014, Ms. Lambert was employed by Morgan Stanley Smith Barney LLC, a financial services firm, where her responsibilities included serving as a Vice President responsible for the accounting, financial reporting and regulatory reporting of the commodity pools operated by the General Partner. Before joining Morgan Stanley, Ms. Lambert was employed by Citigroup Alternative Investments, a financial services firm, from January 2006 through July 2009, where her responsibilities included serving as an Assistant Vice President responsible for the accounting, financial reporting and regulatory reporting of Citigroup Alternative Investments’ managed futures funds. Ms. Lambert earned her Bachelor of Science in Finance in May 2005 from Towson University.
Victoria Eckstein
, age 44, has been a Director of the General Partner since June 30, 2022, and a principal of the General Partner since July 14, 2022. Since November 2022, Ms. Eckstein has served as Chief Operating Officer of Calvert Research and Management (“Calvert”), an investment management company focused on responsible investments. Calvert is a wholly-owned subsidiary of Morgan Stanley and an affiliate of the General Partner. Since December 2020, Ms. Eckstein has served as a Managing Director of MSIM, and from December 2020 to November 2022 served as Chief Operating Officer of the Solutions & Multi-Asset Group at MSIM, a collection of business units offering alpha-centric, multi-asset or multi-manager investment solutions. From December 2016 to December 2020, Ms. Eckstein served as an Executive Director of MSIM and from April 2010 to December 2016, Ms. Eckstein served as a Vice President of MSIM. From April 2010 to December 2020, Ms. Eckstein primarily managed the
day-to-day
non-investment
functions of the Portfolio Solutions Group, a business unit offering multi-asset, multi-manager managed portfolios. From January 2007 to April 2010, Ms. Eckstein was employed by Morgan Stanley Smith Barney LLC, a financial services firm, where her responsibilities included trade execution, portfolio analysis, external manager selection and research coverage. Ms. Eckstein received her Juris Doctorate from the Benjamin N. Cardozo School of Law in 2006 and her Bachelor of Arts, magna cum laude, from Brandeis University in 2003.
Tatiana Segal
, age 57, has been a Director of the General Partner since June 30, 2022, and a principal of the General Partner since July 1, 2022. She has also been a principal of MSIM since October 31, 2019. Ms. Segal joined MSIM as a Managing Director and Head of Risk Management in August 2019. She is responsible for risk management across MSIM business units and risk categories, including investment, operational, and franchise risk, and is a member of the Investment Management Operating Committee and a chair of the Investment Management Risk Committee. Ms. Segal is also a member of Morgan Stanley’s firmwide Risk Committee. In June 2022, in addition to her original role, Ms. Segal was appointed as Global Head of
Non-Financial
Risk for Investment Management to manage existing and emergent
non-financial
risks across the division. She has since been appointed a member of Morgan Stanley’s NFR Steering Committee and Enterprise Controls Committee. From August 2011 to August 2019, Ms. Segal was a partner and Head of Risk Management at SkyBridge Capital Management, a global alternative investments firm, where she was also a member of the Manager Selection, Portfolio Allocation and Real Estate Investment Committees. Prior to joining SkyBridge in August 2011, she was a Managing Director and Chief Risk Officer at Cerberus Capital Management, LLC from January 2009 through July 2011. Before joining Cerberus, Ms. Segal was Managing Director and Chief Risk Officer for Diamond Lake Investment Group from February 2008 through September 2008. From May 2006 through January 2008, Ms. Segal was a Senior Risk Manager at Citigroup Alternative Investments, where she was responsible for independent risk oversight of a multi-billion hedge fund and fund of funds portfolio. From October 2000 through April 2006, Ms. Segal was a Director of Market Risk at Nomura Securities, Inc. Prior to joining Nomura Securities, she was Risk Manager at BNP Paribas from January 1999 through October 2000 and a Risk Manager at Goldman, Sachs & Co., Ltd. from October 1995 through January 1999. Ms. Segal started her career at BlackRock Financial Management, Inc. from January 1993 through September 1995, as a portfolio analyst within BlackRock’s Institutional Accounts Division. Ms. Segal graduated from Columbia University in January 1993 with a Bachelor’s Degree in Economics. Ms. Segal is a
Co-Chair
of Risk Peer Advisory Group NY for 100 Women in Finance, as well as a contributing member of the council of The Directors and Chief Risk Officers. She serves as a board member of the Tenement Museum. Ms. Segal also became a listed principal of Parametric Portfolio Associates LLC, a Morgan Stanley affiliated asset manager and registered commodity pool operator and commodity trading advisor, on June 3, 2025, where she is responsible for risk management across the firm’s suite of portfolio solutions offered directly to institutional investors and indirectly to retail investors through financial intermediaries.
The Partnership has not adopted a code of ethics that applies to officers because it has no officers. In addition, the Partnership has not adopted any procedures by which investors may recommend nominees to the Partnership’s board of directors and has not established an audit committee because it has no board of directors.
 
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The Partnership has no directors or executive officers and its affairs are managed by its General Partner. The General Partner is managed by a board of directors. The General Partner is a wholly-owned subsidiary of Morgan Stanley Capital Management LLC (“MSCM”). MSCM is ultimately owned by Morgan Stanley. Morgan Stanley has adopted insider trading policies and procedures applicable to its investment affiliates, including the General Partner, that it believes are reasonably designed to promote compliance with insider trading laws, rules and regulations.
Item 11.
Executive Compensation
.
The Partnership has no directors or executive officers. As a limited partnership, the business of the Partnership is managed by the General Partner, which is responsible for the administration of the business affairs of the Partnership. The Partnership pays the General Partner a monthly General Partner fee equal to an annual rate of 0.75% (paid monthly) of the Partnership’s adjusted
month-end
net assets.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
.
(a)
Security ownership of certain beneficial owners
. As of February 28, 2026, the Partnership knows of one person who beneficially own more than 5% of the Redeemable Units outstanding.
 
  (1) Title of Class
   
(2) Name of
Beneficial Owner
   
(3) Amount and
Nature of
Beneficial
Ownership
   
(4) Percent of
Class
  Class A Units
    Gary and Linda Underwood TTEE    2,166.2750    5.7%
   23255 Sanabria Loop      
   Bonita Springs, FL 34135-5367      
(b)
Security ownership of management
. Under the terms of the Limited Partnership Agreement, the Partnership’s affairs are managed by the General Partner. The following table indicates securities owned by the General Partner as of December 31, 2025:
 
  (1) Title of Class
   
(2) Name of
Beneficial Owner
   
(3) Amount and
Nature of
Beneficial
Ownership
   
(4) Percent of
Class
  Class Z Redeemable Units
    General Partner    504.1130    45.1%
(c)
Changes in control
. None.
Item 13. Certain Relationships, Related Transactions and Director Independence.
(a)
Transactions with related persons.
None.
(b)
Review, approval or ratification of transactions with related persons
. Not applicable.
(c)
Promoters and certain control persons
. MS&Co., Morgan Stanley Wealth Management and the General Partner could be considered promoters for purposes of item 404(c) of Regulation
S-K.
The nature and the amounts of compensation each promoter received or will receive, if any, from the Partnership are set forth under “Item 1.
Business
.”, “Item 8.
Financial Statements and Supplementary Data
.” and “Item 11.
Executive Compensation
.”
 
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Item 14.
Principal Accountant Fees and Services
.
(1)
Audit Fees
. The aggregate fees billed for each of the last two fiscal years for professional services rendered by Ernst & Young LLP (“EY”) for the years ended December 31, 2025 and 2024 for the audits of the Partnership’s annual financial statements, reviews of financial statements included in the Partnership’s Forms
10-Q
and
10-K
and other services normally provided in connection with regulatory filings or engagements were:
2025 $104,073
2024 $120,277
(2)
Audit-Related Fees
. None.
(3)
Tax Fees
. The Partnership did not pay EY any amounts in 2025 and 2024 for professional services in connection with tax compliance, tax advice and tax planning.
(4)
All Other Fees
. None.
(5) Not Applicable.
(6) Not Applicable.
 
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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(1) Financial Statements:

Statements of Financial Condition at December 31, 2025 and 2024.

Condensed Schedules of Investments at December 31, 2025 and 2024.

Statements of Income and Expenses for the years ended December 31, 2025, 2024 and 2023.

Statements of Changes in Partners’ Capital for the years ended December 31, 2025, 2024 and 2023.

Notes to Financial Statements.

(2) Exhibits:

 

3.1(a)  

Certificate of Limited Partnership dated April 15, 2005 (filed as Exhibit 3.1 to the General Form for Registration of Securities on Form 10 filed on April 30, 2007 and incorporated herein by reference).

(b)  

Certificate of Amendment of the Certificate of Limited Partnership dated September 21, 2005 (filed as Exhibit 3.1(a) to the General Form for Registration of Securities on Form 10 filed on April 30, 2007 and incorporated herein by reference).

(c)  

Certificate of Amendment of the Certificate of Limited Partnership dated September 19, 2008 (filed as Exhibit 3.1(c) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

(d)  

Certificate of Amendment of the Certificate of Limited Partnership dated September 28, 2009 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 30, 2009 and incorporated herein by reference).

(e)  

Certificate of Amendment of the Certificate of Limited Partnership dated June 29, 2010 (filed as Exhibit 3.1(e) to the Current Report on Form 8-K filed on July 2, 2010 and incorporated herein by reference).

(f)  

Certificate of Amendment of the Certificate of Limited Partnership dated September 2, 2011 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on September 7, 2011 and incorporated herein by reference).

(g)  

Certificate of Amendment of the Certificate of Limited Partnership dated January 28, 2013 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on February 4, 2013 and incorporated herein by reference).

(h)  

Certificate of Amendment of the Certificate of Limited Partnership dated August 7, 2013 (filed as Exhibit 3.1(h) to the Quarterly Report on Form 10-Q filed on August 14, 2013 and incorporated herein by reference).

(i)  

Certificate of Amendment to the Certificate of Limited Partnership dated February 28, 2017 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on March 6, 2017 and incorporated herein by reference).

3.2(a)  

Fifth Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on November 17, 2016 and incorporated herein by reference).

3.2(b)  

Amendment Number 1 to the Fifth Amended and Restated Limited Partnership Agreement, effective June 13, 2018 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on June 15, 2018 and incorporated herein by reference).

4.1    

Description of Securities (filed as Exhibit 4.1 to the Annual Report on Form 10-K filed on March 25, 2021 and incorporated herein by reference).

10.1(a)  

Amended and Restated Commodity Futures Customer Agreement between the Partnership and MS&Co., effective September 4, 2013 (filed as Exhibit 10.9 to the Quarterly Report on Form 10-Q filed on November 14, 2013 and incorporated herein by reference).

(b)  

U.S. Treasury Securities Purchase Authorization Agreement between the Partnership and MS&Co., effective June 1, 2015 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on November 4, 2015 and incorporated herein by reference).

10.2 (a)  

Amended and Restated Alternative Investment Selling Agent Agreement among the Partnership, the General Partner and Morgan Stanley Wealth Management, effective March 3, 2016 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 8, 2016 and incorporated herein by reference).

(b)  

Amendment to the Amended and Restated Alternative Investment Selling Agent Agreement between the Partnership, the General Partner and Morgan Stanley Wealth Management, effective as of June 23, 2020 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on July 8, 2020 and incorporated herein by reference).

10.3    

Form of Subscription Agreement (filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on November 14, 2012 and incorporated herein by reference).

 

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10.4(a)  

Management Agreement among the Partnership, the General Partner and Aventis Asset Management LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 4, 2013 and incorporated herein by reference).

(b)  

Amendment No. 1 to the Management Agreement among the Partnership, the General Partner and Aventis Asset Management, LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 6, 2014 and incorporated herein by reference).

10.5    

Amended and Restated Management Agreement dated as of January 1, 2021, by and among the Partnership, the General Partner and Millburn Ridgefield Corporation (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2021 and incorporated herein by reference).

10.6    

Management Agreement dated as of October 13, 2017, by and among the Partnership, the General Partner and Ospraie Management, LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on October 19, 2017 and incorporated herein by reference).

10.7    

Management Agreement dated as of January 1, 2018, by and among the Partnership, the General Partner and Harbour Square Capital Management LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 4, 2018 and incorporated herein by reference).

10.8    

Management Agreement dated as of December 1, 2018, by and among the Partnership, the General Partner and Aquantum GmbH (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 6, 2018 and incorporated herein by reference).

10.9    

Management Agreement dated as of January 1, 2019, by and among the Partnership, the General Partner and Pan Capital Management, LP (filed as Exhibit 10.2 to the Current Report on Form 8-K filed on December 6, 2018 and incorporated herein by reference).

10.10(a)  

Escrow Agreement among the General Partner, Morgan Stanley Smith Barney LLC and The Bank of New York (filed as Exhibit 10.7(a) to the Annual Report on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

(b)  

Amendment No. 5 to Escrow Agreement among the General Partner, Morgan Stanley Smith Barney LLC and The Bank of New York (filed as Exhibit 10.7(b) to the Annual Report on Form 10-K filed on March 27, 2013 and incorporated herein by reference).

10.11    

Management Agreement dated as of April 1, 2019, by and among the Partnership, the General Partner and Northlander Commodity Advisors LLP (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 5, 2019 and incorporated herein by reference).

10.12    

Management Agreement dated as of October 13, 2020, by and among the Partnership, the General Partner and Geosol Capital, LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K on November 5, 2020 and incorporated herein by reference).

10.13    

Management Agreement among the Partnership, the General Partner and Drakewood Capital Management Limited, LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K on May 1, 2022 and incorporated herein by reference).

10.14    

Management Agreement among the Partnership, the General Partner and Opus Futures, LLC (filed as Exhibit 10.1 to the Current Report on Form 8-K on January 9, 2023 and incorporated herein by reference).

11.1     

Amended and Restated Master Services Agreement, by and among the Partnership, the General Partner and SS&C Technologies, Inc. (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 6, 2015 and incorporated herein by reference).

19.1     

Investment Management Insider Trading Policy (filed as Exhibit 19.1 to the Annual Report on Form 10-K filed March 20, 2025 and incorporated herein by reference).

99.1     

Financial Statements of CMF Drakewood Master Fund LLC.

The exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference:

 

31.1 

  

Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).

31.2 

  

Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer) (filed herewith).

32.1 

  

Section 1350 Certification (Certification of President and Director) (filed herewith).

32.2 

  

Section 1350 Certification (Certification of Chief Financial Officer) (filed herewith).

 

69

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

104.Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Item 16. Form 10-K Summary. None.

 

70

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

CERES TACTICAL COMMODITY L.P.

By:

  

Ceres Managed Futures LLC

 

(General Partner)

By:

  

/s/ Patrick T. Egan        

 

Patrick T. Egan

 

President & Director

 

Date: March 20, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

 

/s/ Patrick T. Egan

     

/s/ Brooke Lambert        

Patrick T. Egan

     

Brooke Lambert

President and Director

     

Chief Financial Officer

Ceres Managed Futures LLC

     

Ceres Managed Futures LLC

Date: March 20, 2026

     

Date: March 20, 2026

/s/ Victoria Eckstein

     

/s/ Tatiana Segal         

Victoria Eckstein

     

Tatiana Segal

Director

     

Director

Ceres Managed Futures LLC

     

Ceres Managed Futures LLC

Date: March 20, 2026

     

Date: March 20, 2026

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Exchange Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Exchange Act.

Annual Report to limited partners.

No proxy material has been sent to limited partners.

 

71