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, ~~2012~~2013 or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________to__________________

Commission file number: 0000-26340

		MORGAN STANLEY SMITH BARNEY SPECTRUM GLOBAL BALANCED L.P.
		(Exact name of registrant as specified in its charter)
	Delaware		13-3782232
	State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

Ceres Managed Futures LLC
522 Fifth Avenue, 14th Floor
New York, NY			10036
(Address of principal executive offices)			(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange
		on which registered

None		None

Securities registered pursuant to Section 12(g) of the Act:

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 o 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 o 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.404 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

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

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

State the aggregate market value of the Units of Limited Partnership Interest held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which Units were sold as of the last business day of the registrant’s most recently completed second fiscal quarter: $1210,~~369~~060,~~618~~157 at June 30, ~~2012~~2013.

As of February 28, ~~2013~~2014, ~~746~~549,~~817~~407.~~658~~597 Limited Partnership ~~Redeemable~~ Units were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

(See Page 1)

MORGAN STANLEY SMITH BARNEY SPECTRUM GLOBAL BALANCED L.P.

INDEX TO ANNUAL REPORT ON FORM 10-K

December 31, ~~2012~~2013

DOCUMENTS INCORPORATED BY REFERENCE

……………………………………………………………

Part I.
Item 1.	Business	2-6
Item 1A.	Risk Factors	6-2534
Item 1B.	Unresolved Staff Comments	2535
Item 2.	Properties	2535
Item 3.	Legal Proceedings 35-50	~~25-~~35-50
Item 4.	Mine Safety Disclosures	3550
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3651
Item 6.	Selected Financial Data	3752
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3853-5974
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5974-6884
Item 8.	Financial Statements and Supplementary Data	6984
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6984
Item 9A.	Controls and Procedures	7085-7186
Item 9B.	Other Information	7186
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	7287-8296
Item 11.	Executive Compensation	8296
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	8296
Item 13.	Certain Relationships and Related Transactions, and Director Independence	8296-8397
Item 14.	Principal Accountant Fees and Services	8397
Part IV.
Item 15.	Exhibits, Financial Statement Schedules	8498

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference as follows:

Documents Incorporated Part of Form 10-K

Annual Report to Morgan Stanley

Smith Barney Spectrum Series Limited Partners

for the year ended December 31, ~~2012~~2013 II, III, and IV

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PART I

Item 1. BUSINESS

(a) General Development of Business. Morgan Stanley Smith Barney Spectrum Global Balanced L.P. (the “Partnership”) is a Delaware limited partnership organized in 1994 to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products (collectively, “Futures ~~Interest~~Interests”). The Partnership commenced trading operations on November 2, 1994. The Partnership is one of the Morgan Stanley Spectrum series of funds, comprised of the Partnership, Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P., Morgan Stanley Smith Barney Spectrum Select L.P., Morgan Stanley Smith Barney Spectrum Strategic L.P., and Morgan Stanley Smith Barney Spectrum Technical L.P. (collectively, the “Spectrum Series”).

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (“Ceres” or the “General Partner”) and commodity pool operator for the Partnership. Ceres is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”). MSSBH is ~~majority~~wholly-owned indirectly by Morgan Stanley. Prior ~~and~~to ~~minority-owned~~June ~~indirectly~~2013, by Citigroup Inc. was the indirect minority owner of MSSBH. Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”). This entity, ~~where the Partnership continues to maintain a cash account,~~ previously acted as a non-clearing commodity broker for the Partnership. ~~The clearing commodity brokers are~~ Morgan Stanley &Wealth ~~Co.~~Management ~~LLC~~is ~~(“MS&Co.”)~~a ~~and~~principal ~~Morgan~~subsidiary ~~Stanley & Co. International plc (“MSIP”). MS&Co. also acts as the counterparty on all trading~~ of ~~foreign currency forward contracts~~MSSBH. ~~Morgan~~

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~~Stanley~~The ~~Capital~~clearing ~~Group~~commodity ~~Inc.~~broker ~~(“MSCG”)~~for ~~acts as~~ the ~~counterparty~~Partnership onis ~~all~~Morgan ~~trading~~Stanley of& ~~options~~Co. onLLC ~~foreign currency forward contracts~~(“MS&Co.”). ~~MSIP~~Morgan ~~serves~~Stanley as& ~~the~~Co. ~~commodity~~International ~~broker~~plc ~~for~~(“MSIP”) ~~trades~~previously onserved ~~the~~as ~~London~~a ~~Metal~~clearing ~~Exchange. Morgan~~commodity ~~Stanley~~broker ~~Wealth~~for ~~Management is~~ the ~~principal subsidiary of MSSBH~~Partnership. MS&Co., ~~MSIP,~~also ~~and~~acts ~~MSCG~~as ~~are~~the ~~wholly-owned~~counterparty ~~subsidiaries~~on ofall ~~Morgan Stanley. The~~ trading ~~advisors~~of toforeign ~~the~~currency ~~Partnership~~forward ~~are~~contracts. Morgan ~~SSARIS~~Stanley ~~Advisors,~~Capital ~~LLC~~Group ~~(“SSARIS”),~~Inc. ~~Altis Partners~~ (~~Jersey) Limited (~~“~~Altis~~MSCG”), ~~and~~acts ~~C-View~~as ~~International Limited (“C-View”) (each individually, a “Trading Advisor”, or collectively,~~ the ~~“Trading~~counterparty ~~Advisors”). A~~on ~~description~~all ~~of the~~ trading ~~activities and focus~~ of ~~each~~options ~~Trading Advisor begins~~ on ~~page~~foreign 40currency ~~under~~forward ~~Item 7~~contracts. MS&Co. ~~Management’s Discussion~~ and ~~Analysis~~MSCG ofare ~~Financial~~wholly-owned ~~Condition~~subsidiaries ~~and Results~~ of ~~Operations~~Morgan Stanley.

The ~~General~~trading ~~Partner,~~advisors onto ~~behalf of~~ the Partnership, ~~has~~are ~~entered~~SSARIS ~~into~~Advisors, aLLC ~~management~~(“SSARIS”) ~~agreement~~and ~~with~~Altis ~~each~~Partners ~~Trading Advisor~~ (~~each,~~Jersey) aLimited (“~~Management Agreement~~Altis”)~~. Each~~ ~~Management~~(each ~~Agreement~~individually, ~~provides~~a ~~that the~~ “Trading Advisor”, ~~has~~or ~~sole~~collectively, ~~discretion in determining~~ the ~~investments of the assets of the Partnership allocated to the~~ “Trading ~~Advisor by the General Partner~~Advisors”). ~~Pursuant~~A todescription ~~each~~of ~~Management Agreement,~~ the ~~Partnership~~trading ~~pays~~activities ~~each Trading Advisor a flat-rate monthly management fee~~ and anfocus ~~incentive fee. The management fee for the Partnership is accrued at a rate~~ of ~~1/12~~each ofTrading ~~1.25%~~Advisor ~~per~~begins ~~month of net assets allocated to SSARIS~~ on ~~the~~page ~~first~~55 ~~day~~under ofItem ~~each month (a 1~~7.~~25%~~ ~~annual~~Management’s ~~rate),~~Discussion ~~1/12~~and ofAnalysis ~~1.25% per month~~ of ~~net~~Financial ~~assets~~Condition ~~allocated~~and toResults ~~Altis on the first day~~ of ~~each month (a 1~~Operations.~~25% annual~~

~~rate)~~Effective May 31, ~~and~~2013, ~~1/12~~Ceres ofterminated 2%the ~~per~~management ~~month~~agreement ofamong ~~net~~Ceres, ~~assets~~C-View ~~allocated~~International toLimited (“C-View”) onand the ~~first~~Partnership ~~day~~pursuant ofto ~~each~~which ~~month~~C-View (aceased 2%all ~~annual~~Futures ~~rate)~~Interest trading on behalf of the Partnership.

The General Partner, on behalf of the Partnership, has entered into a management agreement with each Trading Advisor (each, a “Management Agreement”). Each Management Agreement provides that the Trading Advisor has sole discretion in determining the investments of the assets of the Partnership allocated to the Trading Advisor by the General Partner. Pursuant to each Management Agreement, the Partnership pays each Trading Advisor a flat-rate monthly management fee and an incentive fee.

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InThe ~~addition,~~management fee for the Partnership ~~pays~~is aaccrued ~~monthly~~at ~~incentive~~a ~~fee~~rate ~~equal~~of to1/12 15of 1.25% per month of net assets allocated to SSARIS on the ~~trading~~first ~~profits~~day ~~experienced~~of ~~with~~each ~~respect~~month to(a ~~the~~1.25% annual rate) and 1/12 of 1.25% per month of net assets allocated to ~~SSARIS~~Altis ason of the ~~end~~first day of each ~~calendar~~ month (a 1.25% annual rate), and ~~20%~~was ofaccrued ~~the~~at ~~trading~~a ~~profits~~rate ~~experienced~~of ~~with~~1/12 ~~respect~~of to2% ~~the~~per month of net assets allocated to ~~Altis and~~ C-View ason of the ~~end~~first day of each ~~calendar~~ month (a 2% annual rate).

~~Trading~~In ~~profits~~addition, ~~represent~~ the ~~amount~~Partnership bypays ~~which~~a ~~profits~~monthly ~~from~~incentive ~~futures,~~fee ~~forwards,~~equal ~~and~~to ~~options~~15% of the trading ~~exceed~~profits ~~losses~~experienced ~~after~~with ~~brokerage~~respect ~~and~~to ~~management~~the ~~fees~~net ~~are~~assets ~~deducted. For~~allocated ~~all~~to ~~trading~~SSARIS ~~advisors~~as ~~with~~of ~~trading~~the ~~losses,~~end noof ~~incentive~~each ~~fee~~calendar ismonth ~~paid~~and in20% ~~subsequent~~of ~~months~~the ~~until~~trading ~~all~~profits ~~such~~experienced ~~losses~~with ~~are~~respect ~~recovered. Cumulative~~to ~~trading~~the ~~losses~~net ~~are~~assets ~~adjusted~~allocated to Altis and, prior to termination on aMay ~~pro~~31, ~~rata~~2013, ~~basis~~C-View ~~for~~as of the ~~net~~end ~~amount~~ of each ~~month’s~~calendar ~~redemptions~~month.

~~The~~Trading ~~current~~profits ~~term~~represent of the ~~Management~~amount ~~Agreement~~by ~~with~~which ~~SSARIS~~profits ~~will~~from ~~expire~~futures, ~~on November 30~~forwards, ~~2013~~ and ~~will~~options ~~renew~~trading ~~annually~~exceed ~~unless~~losses ~~terminated~~after bybrokerage ~~the~~and ~~General~~management ~~Partner~~fees orare ~~the Trading Advisor~~deducted. ~~The~~For ~~current~~all ~~term~~Trading ofAdvisors ~~the Management Agreement~~ with ~~C-View~~trading ~~will expire on December 31~~losses, ~~2013~~no ~~and~~incentive ~~will~~fee ~~renew~~is ~~annually~~paid ~~unless~~in ~~terminated~~subsequent bymonths ~~the~~until ~~General~~all ~~Partner~~such orlosses ~~the~~are ~~Trading Advisor~~recovered. ~~The~~Cumulative ~~current~~trading ~~term~~losses ofare ~~the~~adjusted ~~Management Agreement with Altis will expire~~ on ~~October~~a 9,pro ~~2013~~rata ~~and~~basis ~~will~~for ~~renew annually unless terminated by~~ the ~~General~~net ~~Partner~~amount orof ~~the Trading Advisor. In general,~~ each ~~Management~~month’s ~~Agreement may be terminated upon notice by either party~~redemptions.

The ~~Partnership~~current ~~began~~term of the ~~year~~Management atAgreement awith ~~net~~SSARIS ~~asset~~will ~~value~~expire ~~per~~on ~~unit~~November of30, ~~limited~~2014 ~~partnership~~and ~~interest~~will ~~(“Unit(s)”)~~renew ofannually ~~$14.83~~unless ~~and~~terminated ~~returned~~by ~~(5.2)%~~the toGeneral ~~$14~~Partner or the Trading Advisor.06 ~~per~~The ~~Unit~~current term of the Management Agreement with Altis will expire on ~~December~~October 319, ~~2012. For~~2014 aand ~~more~~will ~~detailed~~renew ~~description~~annually ofunless terminated by the ~~Partnership's~~General ~~business~~Partner or the Trading Advisor. In general, ~~see~~each ~~subparagraph~~Management ~~(c)~~Agreement may be terminated upon notice by either party.

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~~(b)~~The ~~Financial~~Partnership ~~Information~~began ~~about~~the ~~Segments. For~~year ~~financial~~at ~~information~~a ~~reporting~~net ~~purposes,~~asset ~~the~~value ~~Partnership~~per isunit ~~deemed~~of tolimited ~~engage~~partnership ininterest ~~one~~(“Unit(s)”) ~~industry~~of ~~segment,~~$14.06 ~~the~~and ~~speculative~~returned ~~trading~~(5.5)% ofto ~~futures,~~$13.29 ~~forwards~~per ~~and~~Unit ~~options~~ on ~~such~~December ~~contracts~~31, 2013. ~~The~~For ~~relevant~~a ~~financial~~more ~~information~~detailed isdescription ~~presented~~of inthe ~~Items~~Partnership's 6business, ~~and~~see 8subparagraph (c).

(b) Financial Information about Segments. For financial information reporting purposes, the Partnership is deemed to engage in one industry segment, the speculative trading of futures, forwards and options on such contracts. The relevant financial information is presented in Part II. Item 6. Selected Financial Data and Item 8. Financial Statements and Supplementary Data.

(c) Narrative Description of Business. The Partnership is in the business of speculative trading of futures, forwards, and options on such contracts pursuant to trading instructions provided by the Trading Advisors. See Items 1(a) and (b) above for a complete description of the Partnership’s business. The information requested in Section 101(c)(i) through (xiii) of Regulation S-K is not applicable to the Partnership. Additionally, the Partnership does not have any employees. The directors and officers of the General Partner are listed in Part III. Item 10. Directors, Executive Officers and Corporate Governance.

(d) Financial Information about Geographic Areas. The Partnership has not engaged in any operations in non-U.S. countries; however, the Partnership (through the commodity brokers) enters into forward contract transactions where non-U.S. banks are the contracting ~~party~~parties and trades futures, forwards and options on such contracts on non-U.S. exchanges.

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(e) Available Information. The Partnership files an annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports with the Securities and Exchange Commission (“SEC”). You may read and copy any document filed by the Partnership at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. The Partnership does not maintain an internet website,; however, the Partnership’s SEC filings are available to the public from the EDGAR database on the SEC’s website at “http://www.sec.gov”. The Partnership’s CIK number is 0000925266.

Item 1A. RISK FACTORS

This section includes some of the principal risks that investors will face with an investment in the Partnership.

THE UNITS IN THE PARTNERSHIP ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY ARE SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

Risks Relating to the Partnership and the Offering of Units

Possible Consequences of Using Multiple Trading Advisors. Each Trading Advisor makes trading decisions independent of the other Trading Advisors for the Partnership. Thus, it is possible that the Partnership could hold opposite positions in the same or similar futures, forwards, and options, thereby offsetting any potential for profit from these positions. Each such position would

You Should Not Rely on Past Performance of the General Partner or the Trading Advisors In Deciding To Purchase Units. The past investment performance of other entities

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~~managed~~cost by the ~~General~~Partnership ~~Partner~~transactional ~~and~~expenses ~~the~~(such ~~Trading~~as ~~Advisors~~brokerage iscommissions ~~not~~and ~~necessarily~~National ~~indicative~~Futures ofAssociation ~~the~~(“NFA”) ~~Partnership’s~~fees) ~~future~~but ~~results.~~could Nonot ~~assurance~~generate ~~can~~any berecognized ~~given~~gain ~~that~~or loss. Moreover, the General Partner ~~will~~may ~~succeed~~reallocate ~~in meeting~~ the ~~investment~~Partnership’s ~~objectives~~assets ofamong the ~~Partnership.~~current ~~You~~Trading ~~may~~Advisors, ~~lose~~terminate ~~all~~one or ~~substantially~~more ~~all~~or ofselect ~~your~~additional ~~investment~~Trading inAdvisors at any time. Any such reallocation could adversely affect the performance of the Partnership or of any one Trading Advisor.

~~The~~You Should Not Rely on Past Performance of the General Partner ~~believes~~or ~~that~~the Trading Advisors In Deciding To Purchase Units. The past investment performance of other entities managed by the General Partner and the Trading Advisors ~~may~~is benot necessarily indicative of ~~interest~~the toPartnership’s ~~investors,~~future ~~but~~results. ~~encourages~~No ~~you~~assurance tocan ~~look~~be atgiven ~~such~~that ~~information~~the asGeneral anPartner ~~example~~will succeed in meeting the investment objectives of the ~~respective~~Partnership. You may lose all or substantially all of your investment in the Partnership.

The General Partner believes that past performance of the Trading Advisors may be of interest to investors, but encourages you to look at such information as an example of the respective objectives of the General Partner and Trading Advisors rather than as any indication that the Partnership’s objectives will, in fact, be achieved.

The Partnership Incurs Substantial Charges. The Partnership must pay substantial charges, and must generate profits and interest income which exceed its fixed costs in order to avoid depletion of its assets. The Partnership is required to pay brokerage commissions and monthly management fees to the Trading Advisors regardless of the performance of the Partnership. In addition, the Partnership pays each Trading Advisor an incentive fee. In addition, the Partnership pays the ongoing administrative and operating expenses of the Partnership as such expenses are incurred.

Incentive Fees May be Paid by the Partnership Even Though the Partnership Sustains Trading Losses. The Partnership pays each Trading Advisor an incentive fee based upon the new trading profits it generates for the Partnership. These new trading profits include unrealized appreciation on open positions. Accordingly, it is possible that the Partnership will pay an incentive

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~~fee~~addition, onthe ~~new~~Partnership ~~trading~~pays ~~profits that do not become realized. Also,~~ each Trading Advisor ~~will retain all incentive fees paid to it, even if it incurs a subsequent loss after payment of~~ an incentive fee. ~~Due~~In ~~to the fact that incentive fees are paid monthly~~addition, ~~it is possible that an incentive fee may be paid to a Trading Advisor during a year in which~~ the ~~assets~~Partnership ~~allocated~~pays ~~to such Trading Advisor suffer a loss for~~ the ~~year.~~ongoing ~~Because~~administrative ~~each~~and ~~Trading~~operating ~~Advisor~~expenses ~~receives~~of ~~an incentive fee based on~~ the ~~new~~Partnership ~~trading~~as ~~profits,~~such ~~the~~expenses ~~Trading Advisors may have an incentive to make investments that~~ are ~~riskier than would be the case in the absence of such an incentive fee being paid to the Trading Advisors based on new trading profits~~incurred.

~~Restricted~~Incentive ~~Investment~~Fees ~~Liquidity~~May inbe ~~the~~Paid ~~Units.~~by ~~There~~the isPartnership noEven ~~secondary~~Though ~~market~~the ~~for~~Partnership ~~the~~Sustains ~~Units,~~Trading ~~and~~Losses. The ~~you~~Partnership ~~may~~pays ~~not~~each ~~redeem~~Trading ~~your~~Advisor ~~Units~~an ~~other~~incentive ~~than~~fee asbased ofupon the ~~last~~new ~~Business~~trading ~~Day~~profits ofit ~~each~~generates ~~month.~~for ~~Your~~the ~~right~~Partnership. toThese ~~receive~~new ~~payment~~trading ~~for~~profits ainclude ~~redemption~~unrealized ofappreciation ~~some~~on oropen ~~all~~positions. ofAccordingly, ~~your~~it ~~Units~~ is ~~dependent~~possible ~~upon~~that ~~(a)~~ the Partnership ~~having~~will ~~sufficient~~pay ~~assets~~an toincentive ~~pay~~fee ~~its~~on ~~liabilities~~new ontrading ~~the~~profits ~~redemption~~that ~~date,~~do ~~and~~not ~~(b)~~become ~~the~~realized. ~~General~~Also, ~~Partner’s~~each ~~receipt~~Trading ofAdvisor ~~your~~will ~~Request~~retain ~~for~~all ~~Redemption~~incentive infees ~~such~~paid ~~manner~~to asit, ~~determined~~even byif ~~the~~it ~~General~~incurs ~~Partner~~a nosubsequent ~~later~~loss ~~than~~after ~~3:00~~payment ~~p.m.,~~of ~~New~~an ~~York~~incentive ~~City~~fee. ~~time,~~Due onto the ~~third~~fact ~~Business~~that ~~Day~~incentive ~~before~~fees ~~the~~are ~~end~~paid ofmonthly, ~~the~~it ~~month.~~is ~~The~~possible ~~General~~that ~~Partner~~an ~~will~~incentive ~~not~~fee ~~permit~~may abe ~~transfer,~~paid ~~sale,~~to ~~pledge~~a orTrading ~~assignment~~Advisor ofduring ~~Units~~a ~~unless~~year itin iswhich ~~satisfied that~~ the ~~transfer,~~assets ~~sale,~~allocated ~~pledge~~to orsuch ~~assignment~~Trading ~~would~~Advisor ~~not~~suffer bea inloss ~~violation~~for ofthe ~~Delaware~~year. ~~law~~Because oreach ~~applicable~~Trading ~~federal,~~Advisor ~~state,~~receives oran ~~foreign~~incentive ~~securities~~fee ~~laws~~based ~~and~~on ~~notwithstanding~~the ~~any~~new ~~transfer,~~trading ~~sale~~profits, ~~pledge~~the orTrading ~~assignment,~~Advisors ~~the~~may ~~Partnership~~have ~~will~~an ~~continue~~incentive to bemake ~~classified~~investments asthat aare ~~partnership~~riskier ~~rather~~ than aswould anbe ~~association~~the ~~taxable~~case asin ~~a corporation under~~ the ~~Code.~~absence ~~No transfer, sale, pledge or assignment~~ of ~~Units~~such ~~will~~an beincentive ~~effective~~fee orbeing ~~recognized~~paid byto the ~~Partnership~~Trading ifAdvisors ~~the~~based ~~transfer,~~on ~~sale,~~new ~~pledge~~trading ~~or assignment~~profits.

Restricted Investment Liquidity in the Units. There is no secondary market for the Units, and you may not redeem your Units other than as of the last Business Day of each month. Your right to receive payment for a redemption of some or all of your Units is dependent upon (a) the Partnership having sufficient assets to pay its liabilities on the redemption date, and (b) the General Partner’s receipt of your Request for Redemption in such manner as determined by the General Partner no

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later than 3:00 p.m., New York City time, on the third Business Day before the end of the month. The General Partner will not permit a transfer, sale, pledge or assignment of Units unless it is satisfied that the transfer, sale, pledge or assignment would not be in violation of Delaware law or applicable federal, state, or foreign securities laws and notwithstanding any transfer, sale, pledge or assignment, the Partnership will continue to be classified as a partnership rather than as an association taxable as a corporation under the Internal Revenue Code of 1986, as amended (the “Code”). No transfer, sale, pledge or assignment of Units will be effective or recognized by the Partnership if the transfer, sale, pledge or assignment would result in the termination of the Partnership for U.S. federal income tax purposes. Any attempt to transfer, sell, pledge or assign Units in violation of the Partnership Agreement will be ineffective.

General Partner Redemptions. The General Partner is required to maintain a capital contribution at least equal to the greater of: (a) 1% of aggregate capital contributions to the Partnership (including the General Partner’s contribution) and (b) $25,000. The General Partner may otherwise redeem any portion of its investment in the Partnership at any time without notice to the Limited Partners. For any such redemption, the General Partner will redeem its Units at the end of the month in the same manner as any Limited Partner would follow to redeem Units. Additionally, the General Partner has the right to redeem Units it holds in the event redemptions for Limited Partners are suspended.

The Partnership’s Structure Has Conflicts of Interest.

· The General Partner, Morgan Stanley Wealth Management, MS&Co., MSCG, and MSIP are affiliates. As a result, the fees and other compensation received by these parties and other terms relating to the operation of the Partnership and the sale of Units have not been negotiated independently.

· MS&Co. and MSCG can benefit from bid/ask spreads to the extent the Trading Advisors execute a substantial portion of OTC foreign exchange trades with MS&Co. and MSCG and bid/ask spreads are charged.

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· The ~~Trading~~General ~~Advisors~~Partner, ~~MS&Co.,~~ Morgan Stanley Wealth Management, MS&Co., MSCG, ~~MSIP~~ and ~~the~~MSIP ~~General~~are ~~Partner and their~~ affiliates. ~~may~~As ~~trade~~a ~~futures~~result, ~~forwards~~the fees and ~~options~~other ~~for~~compensation ~~their~~received ~~own~~by ~~accounts,~~these parties and ~~thereby~~other ~~compete~~terms ~~with~~relating to the ~~Partnership~~operation ~~for~~of ~~positions. Also,~~ the ~~other~~Partnership ~~commodity~~and ~~pools~~the ~~managed~~sale byof ~~the~~Units ~~General~~have ~~Partner~~not ~~and~~been ~~the~~negotiated ~~Trading~~independently. ~~Advisors~~Due ~~may~~to ~~compete~~the ~~with~~fact ~~the~~that ~~Partnership~~they ~~for~~are ~~futures~~affiliates, ~~forwards,~~the ~~and~~General ~~options~~Partner ~~positions.~~has ~~These~~a ~~conflicts~~disincentive ~~can~~to ~~result~~replace inMS&Co. ~~less~~as ~~favorable~~a ~~prices~~commodity ~~on the Partnership’s transactions~~broker.

No· ~~specific~~MS&Co. ~~policies~~and ~~regarding~~MSCG ~~conflicts~~can ofbenefit ~~interest~~from ~~have~~bid/ask ~~been~~spreads ~~adopted~~to by the ~~General~~extent ~~Partner,~~ the ~~Partnership,~~Trading orAdvisors ~~any~~execute ofover-the-counter ~~their~~(“OTC”) ~~affiliates,~~foreign ~~and~~exchange ~~you~~trades ~~will~~with beMS&Co. ~~dependent on the good faith of,~~ and ~~legal~~MSCG and ~~fiduciary~~bid/ask ~~obligations~~spreads ~~imposed~~are ~~on the parties involved with such conflicts to resolve them equitably~~charged.

An· ~~Investment~~The inTrading ~~Units~~Advisors, ~~May~~MS&Co., ~~Not~~Morgan ~~Diversify~~Stanley anWealth ~~Overall~~Management, ~~Portfolio.~~MSCG, ~~Because~~MSIP and the General Partner and their affiliates may trade futures, forwards and options ~~have~~for ~~historically~~their ~~performed~~own ~~independently~~accounts, ofand ~~traditional~~thereby ~~investments~~compete inwith ~~equities~~the ~~and~~Partnership ~~bonds~~for positions. Also, the ~~General~~other ~~Partner~~commodity ~~believes~~pools ~~that~~ managed ~~futures~~by ~~funds~~the ~~like~~General Partner and the ~~Partnership~~Trading ~~can~~Advisors ~~diversify~~may acompete ~~traditional~~with ~~portfolio~~the ofPartnership ~~equities~~for futures, forwards, and ~~bonds~~options positions. ~~However,~~These ~~the~~conflicts ~~General~~can ~~Partner~~result ~~cannot~~in ~~assure~~less ~~you~~favorable ~~that~~prices on the Partnership’s ~~will~~transactions. ~~perform~~These ~~with~~pools amay ~~significant~~also ~~degree~~pay oflower ~~non-~~fees, orincluding ~~low-correlation~~lower tocommodity ~~your~~brokerage ~~other~~fees ~~investments~~and/or incommissions, than the ~~future~~Partnership pays. ~~You~~The ~~may~~records ~~lose~~of ~~your~~any ~~entire~~such ~~investment~~trading inwill ~~the~~not ~~Partnership~~be available for inspection by Limited Partners.

~~The~~No ~~Partnership~~specific Ispolicies ~~Not~~regarding Aconflicts ~~Registered~~of ~~Investment~~interest ~~Company.~~have ~~The~~been ~~Partnership~~adopted isby ~~not~~the ~~required~~General ~~to register~~Partner, ~~and~~the ~~is not registered~~Partnership, asor anany ~~investment~~of ~~company~~their ~~under~~affiliates, ~~the~~and ~~Investment~~you ~~Company~~will ~~Act~~be ofdependent ~~1940,~~on ~~as amended (~~the ~~“Investment~~good ~~Company~~faith ~~Act”). Accordingly~~of, ~~investors~~and ~~will not have the~~legal

- 10 -

~~protections~~and ~~afforded~~fiduciary byobligations ~~the~~imposed ~~Investment~~on ~~Company~~the ~~Act~~parties ~~(which,~~involved ~~among~~with ~~other~~such ~~matters,~~conflicts ~~requires investment companies~~ to ~~have~~resolve athem ~~majority of disinterested directors and regulates the relationship between the advisor and the investment company)~~equitably.

~~The~~An ~~Federal~~Investment ~~Reserve~~in ~~Board’s~~Units ~~Regulation~~May ofNot ~~Morgan~~Diversify ~~Stanley~~an ~~Could~~Overall ~~Affect~~Portfolio. One of the ~~Activities~~objectives of the Partnership. Asis ato ~~financial~~add ~~holding~~an ~~company~~element ~~(“FHC”)~~of ~~under~~diversification ~~the Bank Holding Company Act, Morgan Stanley and its affiliates are subject~~ to ~~the~~a ~~comprehensive,~~traditional ~~consolidated~~stock ~~supervision~~ and ~~regulation~~bond ~~of the Board of Governors of the Federal Reserve System (“Federal Reserve”)~~portfolio. Studies Ashow ~~significant~~that ~~focus~~diversifying ~~of this regulatory framework is the operation of Morgan Stanley and its subsidiaries in~~ a ~~safe~~portfolio ~~and sound manner,~~ with ~~sufficient~~investments ~~capital, earnings and liquidity~~ that ~~Morgan~~produce ~~Stanley may serve as a source of financial and managerial strength to Morgan Stanley Bank~~independent, ~~N.A.~~positive ~~and~~results ~~Morgan~~tends ~~Stanley Private Bank, National Association (the “Banks”). These Banks must remain well capitalized and well managed if Morgan Stanley is~~ to ~~maintain~~improve ~~its FHC status and continue to engage in~~ the ~~widest~~overall ~~range~~return of ~~permissible financial activities. In addition,~~ the ~~general~~portfolio ~~exercise~~while byreducing ~~the Federal Reserve of~~ its ~~regulatory,~~volatility. Even ~~supervisory~~if ~~and~~an ~~enforcement~~investment ~~authority~~in ~~with respect to Morgan Stanley and certain provisions of~~ the ~~Dodd-Frank~~Partnership ~~Wall~~reduces ~~Street~~your ~~Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) could result in changes to Morgan Stanley~~portfolio’s ~~business~~volatility, ~~practices or~~ the ~~scope~~overall ofperformance ~~its current lines~~ of ~~business,~~your ~~including~~portfolio ~~certain~~may ~~limited~~be ~~divestitures.~~negative ~~Although~~or ~~such changes could have an impact on and consequences for Morgan Stanley, the General Partner and the Partnership, any limited divestiture should not directly involve the Partnership~~flat.

While the Partnership’s performance may be largely independent of the general stock and bond markets, there is no assurance that it will be consistently independent or non-correlated. An investment in the Partnership could increase rather than reduce overall portfolio losses during periods when the Partnership as well as stocks and bonds decline in value. There is no way of predicting whether the Partnership will lose more or less than stocks and bonds in declining markets. You may lose your entire investment in the Partnership.

Moreover, investors’ existing portfolios and individual risk tolerances may differ so that the result of non-independent and/or negative performance on individual portfolios will vary.

You must not consider the Partnership to be a hedge against losses in your core stock and bond portfolios. You should consider whether diversification in itself or the diversification provided by the Partnership is worthwhile, even if the Partnership is profitable.

- 11 -

The ~~enactment~~Partnership ofIs ~~the~~Not ~~Dodd-Frank~~A ~~Act~~Registered ~~will~~Investment ~~result~~Company. The inPartnership ~~enhanced~~is ~~regulation~~not byrequired ~~the~~to ~~Federal~~register, ~~Reserve~~ and, ~~with~~is ~~respect~~not ~~to the Banks~~registered, ~~may~~as ~~result~~an ininvestment ~~enhanced~~company ~~regulation~~under by the ~~Office~~Investment ofCompany ~~the~~Act ~~Comptroller~~ of ~~the~~1940, ~~Currency~~as amended (the “~~OCC~~Investment Company Act”). ~~The~~Accordingly, ~~Act~~investors will ~~require~~not ~~that,~~have ~~in order to maintain FHC status, Morgan Stanley (as well as~~ the ~~Banks)~~protections beafforded ~~well capitalized and well managed, as those terms are defined~~ by the ~~Federal~~Investment ~~Reserve.~~Company ~~The Dodd-Frank~~ Act ~~also grants the Federal Reserve greater regulatory authority over the subsidiaries of a bank holding company. Additionally~~(which, ~~because~~among itother ~~is a bank holding company with more than $50 billion in consolidated assets~~matters, ~~Morgan~~requires ~~Stanley~~investment iscompanies ~~subject~~ to ~~enhanced~~have ~~supervision~~a bymajority ~~and~~of ~~more~~disinterested ~~stringent~~directors ~~prudential~~and ~~standards~~regulates tothe berelationship ~~established~~between by the ~~Federal~~advisor ~~Reserve.~~and ~~The~~the ~~Federal~~investment ~~Reserve is required to apply higher capital requirements to bank holding companies with more than $50 billion in consolidated assets than to other bank holding companies~~company).

~~The~~Risks ~~Units~~Related ~~are~~to ~~not~~Regulation ~~being offered by the Banks, and as such: (1) are not Federal Deposit Insurance Corporation (“FDIC”) insured, (2) are not deposits or other obligations~~ of the ~~Banks,~~Partnership ~~(3) are not guaranteed by the Banks,~~ and ~~(4)~~General ~~involve investment risk, including possible loss of principal.~~Partner

~~Assets~~The ~~Held~~Federal inReserve ~~Accounts~~Board’s atRegulation ~~U.S.~~of ~~Banks~~Morgan ~~May~~Stanley ~~Not~~Could BeAffect ~~Fully~~the ~~Insured.~~Activities ~~The assets~~ of the Partnership. As a bank holding company that ~~are~~has ~~deposited~~elected ~~with~~financial ~~commodity~~holding ~~brokers~~company or(“FHC”) ~~their~~status under the Bank Holding Company Act, Morgan Stanley and its affiliates ~~may~~are besubject ~~placed~~to inthe ~~deposit~~comprehensive, ~~accounts~~consolidated atsupervision ~~U.S.~~and ~~banks~~regulation of the Board of Governors of the Federal Reserve System (“Federal Reserve”). ~~The~~A ~~FDIC~~significant ~~insures~~focus ~~deposits~~of ~~held~~this atregulatory framework is the operation of Morgan Stanley and its ~~member~~subsidiaries ~~banks~~in ~~for~~a upsafe toand ~~$250~~sound manner,~~000~~ ~~(including~~with ~~principal~~sufficient capital, earnings and ~~accrued~~liquidity ~~interest)~~that ~~for~~Morgan ~~each~~Stanley ~~insurable~~may ~~capacity~~serve (eas a source of financial and managerial strength to Morgan Stanley Bank, N.gA., ~~individual~~and ~~accounts,~~Morgan ~~joint~~Stanley ~~accounts~~Private Bank, ~~corporate~~National ~~accounts,~~Association ~~etc.~~(the “Banks”). IfThese ~~the~~Banks ~~FDIC~~must ~~were~~remain well capitalized and well managed if Morgan Stanley is to ~~become~~maintain ~~receiver~~its ofFHC astatus ~~U.S.~~and ~~bank~~continue ~~holding~~to ~~deposit~~engage ~~accounts~~in ~~that~~the ~~were~~widest ~~established~~range byof apermissible ~~commodity~~financial ~~broker~~activities. orIn ~~one~~addition, the general exercise by the Federal Reserve of its ~~affiliates~~regulatory, ~~then~~supervisory itand isenforcement ~~uncertain~~authority ~~whether~~with ~~the~~respect ~~commodity~~to ~~broker,~~Morgan Stanley and certain provisions of the ~~affiliate~~Dodd-Frank ~~involved,~~Wall Street Reform and Consumer Protection Act (the ~~Partnership,~~“Dodd-Frank Act” or the ~~investor~~“Act”) could result

- 12 -

~~would~~in bechanges ~~able~~ to ~~reclaim~~Morgan ~~cash~~Stanley’s inbusiness practices or the ~~deposit~~scope ~~accounts~~of ~~above~~its ~~$250~~current lines of business,~~000~~ including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley, the General Partner and the Partnership, any limited divestiture should not directly involve the Partnership.

~~Risks~~The ~~Relating~~enactment of the Dodd-Frank Act on July 21, 2010 has and will continue to ~~Futures~~result ~~Interests~~in ~~Trading~~enhanced regulation by the Federal Reserve and, with respect to the ~~Futures~~Banks, ~~Interests~~may ~~Markets~~result in enhanced regulation of certain affiliates of Morgan Stanley by the Office of the Comptroller of the Currency (“OCC”). Specifically, the Act amended the Bank Holding Company Act to require that, effective July 21, 2011, a bank holding company that has elected FHC status, such as Morgan Stanley must remain well-capitalized and well-managed for the election to continue to be effective. Prior to the Dodd-Frank Act, this requirement had applied only to depository institution subsidiaries of a FHC, such as the Banks. In addition to extending this requirement to apply to FHCs, the Dodd-Frank Act expanded the Federal Reserve’s supervisory and enforcement authority over nonbank subsidiaries of a bank holding company. Additionally, because it is a bank holding company with more than $50 billion in consolidated assets, Morgan Stanley is subject to enhanced supervision by and more stringent prudential standards to be established by the Federal Reserve. The Federal Reserve is also required to apply higher capital requirements to bank holding companies with more than $50 billion in consolidated assets than to other bank holding companies. The Federal Reserve has proposed, but not yet finalized, rules to implement these requirements.

Futures Interests Trading is Speculative and Volatile. The rapid fluctuations in the market prices of futures, forwards, and options make an investment in the Partnership volatile. Volatility is caused by, among other things, changes in supply and demand relationships; weather; agricultural, trade, fiscal, monetary and exchange control programs; domestic and foreign political and economic events and policies; and changes in interest rates. If a Trading Advisor incorrectly predicts the direction of prices in futures, forwards, and options, large losses may occur. The Partnership’s performance will be volatile on a monthly and an annual basis. The Partnership could lose all or substantially all of its assets.

The Partnership’s Futures Interests Trading is Highly Leveraged. Trading Advisors may use substantial leverage in trading the Partnership’s assets. Trading futures, forwards, and options involves substantial leverage, which could result in immediate and substantial losses. Due to the low margin deposits normally required in trading futures, forwards, and options (typically between 2% and 15% of the value of the contract purchased or sold), an extremely high degree of leverage is typical of a futures interests trading account. As a result, a relatively small price movement in futures, forwards, and options may result in immediate and substantial losses to the investor. For example, if 10% of the face value of a contract is deposited as margin for that contract, a 10% decrease in the value of the contract would cause a total loss of the margin deposit. A decrease of more than 10% in the value of the contract would cause a loss greater than the amount of the margin deposit.

- 13 -

The ~~leverage~~Units ~~employed~~are not being offered by the ~~Trading~~Banks, ~~Advisors~~and inas ~~their~~such: ~~trading~~(1) ~~can~~are ~~vary~~not ~~substantially~~Federal ~~from~~Deposit ~~month~~Insurance toCorporation ~~month.~~(“FDIC”) ~~This leverage~~insured, ~~expressed~~(2) asare ~~the~~not ~~underlying~~deposits ~~value~~or ofother ~~the~~obligations ~~Partnership’s positions compared to the average net assets~~ of the ~~Partnership~~Banks, is(3) ~~anticipated~~are tonot ~~range~~guaranteed ~~from~~by ~~two times~~ the ~~Partnership’s~~Banks, ~~net~~and ~~assets~~(4) toinvolve ~~ten~~investment ~~times the Partnership’s net assets. Under certain conditions~~risk, ~~however,~~including ~~the~~possible ~~Partnership’s~~loss ~~leverage~~of ~~could exceed (or be less than) such range~~principal.

~~Options~~Effect ~~Trading~~on ~~Can~~the bePartnership ~~More~~of ~~Volatile~~the ~~than~~“Volcker ~~Futures Trading~~Rule.” In ~~The~~December ~~Partnership~~2013, ~~may~~the ~~trade~~Board ~~options~~of onGovernors ~~futures.~~of ~~Although~~the ~~successful~~Federal ~~options~~Reserve ~~trading~~System, ~~requires~~the ~~many~~Office of the ~~same~~Comptroller ~~skills~~of asthe ~~successful~~Currency, ~~futures~~the ~~trading~~FDIC, the ~~risks~~SEC ~~are~~and ~~different.~~the ~~Successful~~Commodity ~~options~~Futures ~~trading~~Trading ~~requires~~Commission (“CFTC”) each adopted a ~~trader~~final torule ~~assess~~(“Final ~~accurately~~Rule”) ~~near-term~~implementing ~~market~~Section ~~volatility~~619 ~~because~~of ~~that~~the ~~volatility~~Dodd-Frank Act (which section is ~~immediately~~commonly ~~reflected~~referred into as the ~~price~~Volcker ofRule). The ~~outstanding~~Final ~~options~~Rule will become effective on April 1, 2014. Among ~~Correct~~other ~~assessment~~things, the Final Rule limits the ability of ~~market~~“banking ~~volatility~~entities” ~~can~~(which ~~therefore~~term beincludes any insured depository institution, any company controlling an insured depository institution or any affiliate or subsidiary of ~~much~~either) ~~greater~~to ~~significance~~acquire inor ~~trading~~retain ~~options~~an ~~than~~equity itor isother ownership interest in, ~~many~~or ~~long-term~~“sponsor”, ~~futures~~“covered ~~strategies~~funds,” ~~where~~which ~~volatility~~include ~~does~~certain ~~not~~types ~~have~~of collective investment vehicles, such as ~~great~~the Partnership and the Trading Companies. The Final Rule, however, permits banking entities to organize and offer a covered fund if several conditions are satisfied, including the requirement that the banking entity does not acquire an ~~effect~~equity onor other ownership interest in the ~~price~~covered offund except for a ~~futures~~de ~~contract~~minimis investment.

~~Market~~Morgan ~~Illiquidity~~Stanley ~~May~~is ~~Cause~~continuing ~~Less~~to ~~Favorable~~assess ~~Trade~~the ~~Prices.~~impact ~~Although~~of the ~~Trading~~Final ~~Advisors~~Rule ~~generally~~on ~~will~~itself ~~purchase~~ and ~~sell~~all ~~actively-traded~~of ~~contracts~~its ~~where~~subsidiaries ~~last trade price information~~ and ~~quoted~~affiliates. The ~~prices~~Final ~~are~~Rule ~~readily available~~could, ~~the~~among ~~price~~other atthings, ~~which~~limit ~~a sale~~ or ~~purchase~~prohibit ~~occurs~~certain ~~may~~employees ~~differ~~of ~~from~~Morgan ~~the~~Stanley ~~price expected because there may be a delay between receiving a quote~~ and ~~executing~~its ~~a trade~~affiliates, ~~particularly~~including inthe ~~circumstances~~General ~~where~~Partner, ~~a market has limited trading volume~~ and ~~prices~~their ~~are~~investment ~~often~~vehicles ~~quoted~~from ~~for~~investing ~~relatively~~in ~~limited~~or ~~quantities.~~co-investing Inwith ~~addition, most U.S. futures exchanges have established “daily price fluctuation limits” which preclude~~ the ~~execution~~Partnership ofand/or ~~trades at prices outside of~~ the ~~limit,~~Trading ~~and,~~Companies.

- 14 -

~~from~~Structural ~~time~~changes to ~~time,~~ the ~~CFTC~~Partnership and/or the ~~exchanges~~Trading ~~may~~Companies ~~suspend~~could ~~trading~~also inbe ~~market disruption circumstances~~required. To Inthe ~~these~~extent ~~cases~~that itthe isGeneral ~~possible~~Partner determines that any activities or investments of the Partnership ~~could~~and/or bethe Trading Companies are impermissible under the Final Rule, the General Partner is required to ~~maintain~~make good faith efforts to unwind such activities and investments, with a ~~losing~~final ~~position~~deadline ~~that~~of itJuly ~~otherwise~~21, ~~would~~2015 ~~execute~~for all such activities and ~~incur~~investments ~~significant~~to ~~losses~~be orunwound and the Partnership and the Trading Companies to be ~~unable~~in compliance with the Final Rule. It should be noted that each of the regulators has discretion to ~~establish~~interpret athe ~~position~~Final Rule with respect to the entities regulated by each such regulator, and ~~miss~~there aare ~~profit~~numerous ~~opportunity~~interpretive questions to be resolved in regulatory commentary, so there remains some uncertainty as to various aspects of the Final Rule.

~~Trading~~Redemptions onfrom ~~Foreign Exchanges Presents Greater Risks to~~ the Partnership ~~than~~and/or ~~Trading on U.S. Exchanges. The Partnership trades on exchanges located outside~~ the ~~United States.~~ Trading onCompanies ~~U.S.~~by ~~exchanges~~individuals isor ~~subject~~entities tothat ~~CFTC~~are ~~regulation~~related ~~and oversight~~to, ~~including,~~or ~~for~~affiliated ~~example~~with, ~~minimum~~Morgan ~~capital~~Stanley, ~~requirements~~including ~~for~~the ~~commodity~~General ~~brokers~~Partner, ~~segregation~~and, ofwithout ~~customer funds~~limitation, ~~regulation~~any ofinvestment ~~trading~~vehicles ~~practices~~advised onby ~~the~~Morgan ~~exchanges,~~Stanley ~~prohibitions~~or ~~against~~its ~~trading ahead of customer orders~~affiliates, ~~prohibitions~~including ~~against~~the ~~filling~~General ~~orders off exchanges~~Partner, ~~prescribed~~or ~~risk~~certain ~~disclosure~~employees ~~statements,~~as ~~testing~~a ~~and~~result ~~licensing~~ of, ~~industry~~or ~~sales~~in ~~personnel~~connection ~~and other industry professionals~~with, ~~and recordkeeping requirements. Trading on foreign exchanges is not regulated by~~ the ~~Commodity~~Final ~~Futures~~Rule ~~Trading~~could ~~Commission~~require (the ~~“CFTC”)~~Partnership and/or ~~any~~the ~~other~~Trading ~~U.S.~~Companies ~~governmental agency or instrumentality and may be subject~~ to ~~regulations~~liquidate ~~that~~positions ~~are~~sooner ~~different from those to which U.S. exchange trading is subject, provide less protection to investors~~ than ~~trading~~would onotherwise ~~U.S.~~be ~~exchanges~~desirable, ~~and~~which ~~may~~could beadversely ~~less~~affect ~~vigorously enforced than regulations in~~ the ~~U.S.~~performance ~~The percentage~~ of the Partnership’s ~~positions~~and/or ~~which~~the ~~are~~Trading ~~traded on foreign exchanges can vary significantly from month to month~~Companies.

~~Positions~~The Final Rule also contains a general prohibition on ~~foreign~~“covered ~~exchanges~~transactions,” ~~also~~as ~~are~~defined ~~subject~~in toSection 23A of the ~~risk~~Federal ofReserve Act, ~~among~~as ~~other~~amended ~~things~~(“FRA”), ~~exchange~~and ~~controls,~~certain ~~expropriation~~other transactions set forth in Section 23B of the FRA, ~~excessive~~between ~~taxation~~a orbanking ~~government~~entity ~~disruptions.~~and ~~The~~any ~~Partnership~~covered ~~may~~fund ~~incur~~(or ~~losses~~any ~~when~~other ~~determining~~covered ~~the~~fund ~~value~~controlled ofby ~~its~~such ~~foreign~~covered ~~positions~~fund) in(i) ~~U.S.~~for ~~dollars~~which ~~because~~the ofbanking ~~fluctuations~~entity inserves, ~~exchange~~directly ~~rates.~~or indirectly, as

- 15 -

~~The Unregulated Nature of~~ the ~~Over-The-Counter~~investment ~~Markets~~manager, ~~Creates~~investment ~~Counterparty~~adviser, ~~Risks~~commodity ~~that~~trading Doadvisor ~~Not~~or ~~Exist in Futures Trading on Exchanges. Unlike futures contracts~~sponsor, ~~OTC~~(ii) ~~“spot”~~that ~~and~~was ~~forward~~organized ~~contracts are entered into between private parties off an exchange~~ and ~~are~~offered ~~not regulated~~ by the ~~CFTC~~banking ~~or by any other U.S. or foreign governmental agency. Due to the fact that such contracts are not traded on an exchange~~entity, ~~the~~(iii) ~~performance~~in ofwhich ~~those contracts is not guaranteed by an exchange or its clearinghouse and~~ the ~~Partnership~~banking isentity atcontinues ~~risk with respect~~ to ~~the~~hold ~~ability~~an ofownership ~~the~~interest. Such ~~counterparty~~general toprohibitions ~~perform~~will onrestrict the ~~contract,~~activities ~~including the creditworthiness~~ of the counterparty. Trading in the OTC foreign exchange markets is not regulated; therefore, there are no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets. The Partnership ~~trades such contracts with MS&Co.~~ and/or ~~MSCG, and is at risk with respect to~~ the ~~creditworthiness~~Trading ~~and trading practices of each of MS&Co~~Companies. ~~and MSCG as the counterparty to the contracts. The relative exposure of the Partnership to contracts that are not cleared by a registered clearing firm as of December 31, 2012 is approximately 40.84%.~~

~~The~~Assets ~~Dodd-Frank~~Held ~~Act~~in ~~will~~Accounts ~~affect~~at ~~the~~U.S. ~~manner~~Banks inMay ~~which~~Not ~~OTC~~Be ~~swap~~Fully ~~transactions~~Insured. The ~~are~~assets ~~traded~~of ~~and~~ the ~~credit~~Partnership ~~risk~~that ~~associated~~are deposited with ~~such~~commodity ~~trading.~~brokers ~~Depending~~or ~~upon~~their ~~actions~~affiliates ~~taken~~may bybe ~~regulatory~~placed ~~authorities,~~in ~~these~~deposit ~~changes~~accounts ~~may~~at ~~also~~U.S. ~~affect~~banks. ~~the~~The ~~manner~~FDIC ofinsures ~~trading~~deposits ofheld ~~OTC~~at ~~foreign~~insured ~~currency~~depository ~~transactions.~~institutions ~~Transactions~~for ~~that~~up ~~have~~to ~~been~~$250,000 ~~entered~~(including ~~into~~principal ~~prior~~and toaccrued ~~implementation~~interest) offor ~~the~~each ~~provisions~~insurable ofcapacity ~~the~~(e.g., ~~Dodd-Frank~~individual ~~Act~~accounts, ~~will~~joint ~~remain~~accounts, incorporate ~~effect.~~accounts, ~~Accordingly~~etc.), ~~even~~though ~~after~~deposits ~~the~~in ~~new~~separate ~~regulatory~~branches ~~framework~~of isan ~~fully~~insured ~~implemented,~~institution are not separately insured. If the ~~risks~~FDIC ofwere ~~OTC~~to ~~foreign~~become ~~exchange~~receiver ~~transactions~~of ~~will~~a ~~continue~~U.S. tobank beholding ~~considerations~~deposit ~~with~~accounts ~~respect~~that towere ~~transactions~~established ~~entered~~by ~~into~~a ~~prior~~commodity tobroker ~~the~~or ~~implementation~~one of its affiliates, then it is uncertain whether the ~~provisions~~commodity ofbroker, the ~~Dodd-Frank~~affiliate ~~Act.~~involved, ~~The~~the ~~implementation~~Partnership, ofor ~~these~~the ~~provisions~~investor ~~could~~would ~~adversely~~be ~~affect~~able ~~the~~to ~~Partnership~~reclaim bycash ~~increasing~~in ~~transaction~~the ~~and~~deposit ~~compliance~~accounts ~~costs~~above $250,000.

Other Federal Agencies, Including the SEC and the CFTC, Regulate Certain Activities of the Partnership and General Partner. Regulatory changes other than banking regulations could adversely affect the Partnership by restricting its trading activities and/or increasing the costs or taxes to which the investors are subject. The Dodd-Frank Act, among other things, grants the CFTC and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the over-the-counter derivatives market and certain foreign exchange transactions. The implementation of the Dodd-Frank Act could adversely affect

- 16 -

~~Trading~~the ~~Swaps~~Partnership ~~Creates~~by ~~Distinctive~~increasing ~~Risks.~~transaction ~~The Trading Advisors may trade in certain swaps. Unlike futures~~ and ~~options on futures contracts and commodities, swap contracts are currently not generally traded on~~ /or ~~cleared~~regulatory bycompliance ~~an exchange or clearinghouse~~costs. ~~Nevertheless~~In addition, ~~the~~greater ~~Dodd-Frank~~regulatory ~~Act~~scrutiny ~~contemplates~~may ~~that~~increase ~~certain swaps will be exchange-traded and cleared by a clearinghouse in~~ the ~~future~~Partnership’s and the ~~CFTC~~General ~~proposed~~Partner’s ~~regulations~~exposure ~~requiring~~to ~~that~~potential ~~certain classes of interest rate and credit default swaps be cleared in the future~~liabilities. AsIncreased ~~with~~regulatory ~~any~~oversight ~~forward~~can ~~foreign~~also ~~currency~~impose oradministrative ~~spot~~burdens ~~contract, until such time as these transactions are cleared or guaranteed by an exchange, the Partnership will be subject to the risk of counterparty default~~ on ~~its swaps. Because swaps do not generally involve~~ the ~~delivery~~General ofPartner, ~~underlying~~including, ~~assets~~without ~~or principal~~limitation, ~~the~~responding ~~loss would be calculated by referring~~ to ~~the~~investigations ~~current~~and ~~market~~implementing ~~value~~new ofpolicies ~~the~~and ~~contract~~procedures. ~~One~~As ofa ~~the factors in such calculation may be the net present value of future payments required by contract. In addition~~result, ~~some swap counterparties may require~~ the ~~Partnership~~General ~~to deposit collateral to support the Partnership~~Partner’s ~~obligations~~time, ~~under~~attention ~~the~~and ~~swap~~resources ~~agreement but~~ may ~~not themselves deposit collateral. If the counterparty to such a swap defaults, the Partnership would~~ be adiverted ~~general~~from ~~unsecured~~portfolio ~~creditor~~management for any termination amounts owed by the counterparty as well as for any collateral deposits in excess of the amounts owed by the Partnership to the counterparty, which would result in losses to the Partnershipactivities.

~~Swap~~Other ~~counterparties~~potentially ~~may~~adverse ~~hold~~regulatory ~~collateral~~initiatives ~~in U.S. or non-U.S. depositories. Non-U.S. depositories are not subject to U.S. regulation. The Partnership’s assets held in these depositories are subject to the risk that events~~ could ~~occur~~develop ~~which~~suddenly would hinder or prevent the availability of these funds for distribution to customers including the Partnership. Such events may include actions by the government of the jurisdiction in which the depository is located including expropriation, taxation, moratoria and ~~political~~without ~~or diplomatic events~~notice.

Risks Relating to Futures Interests Trading and the Futures Interests Markets

The Partnership’s Futures Interests Trading is Highly Leveraged such that Small Changes in the Price of the Partnership’s Positions May Result in Substantial Losses. Trading

- 17 -

~~Deregistration~~Advisors ofmay ~~the~~use ~~Commodity~~substantial ~~Pool~~leverage ~~Operator~~in ortrading the ~~Commodity~~Partnership’s assets. Trading ~~Advisors~~futures, ~~Could~~forwards, ~~Disrupt~~and ~~Operations.~~options involves ~~The~~substantial ~~General~~leverage, ~~Partner~~which iscould aresult ~~registered~~in ~~commodity~~immediate ~~pool operator~~ and ~~registered~~substantial ~~commodity~~losses. ~~trading~~Due ~~advisor~~to ~~and~~the ~~each~~low ~~Trading~~margin ~~Advisor~~deposits isnormally arequired ~~registered~~in ~~commodity~~ trading ~~advisor.~~futures, Ifforwards, ~~the~~and ~~CFTC~~options ~~were~~(typically tobetween ~~terminate,~~2% ~~suspend,~~and ~~revoke~~15% orof ~~not renew~~ the ~~registration~~value of the ~~General~~contract ~~Partner~~purchased or sold), ~~the~~an ~~General~~extremely ~~Partner~~high ~~would~~degree ~~withdraw~~of asleverage ~~general~~is ~~partner~~typical of ~~the~~a ~~Partnership.~~futures ~~The~~interests ~~Limited~~trading ~~Partners~~account. ~~would~~As ~~then~~a ~~determine~~result, ~~whether~~a torelatively ~~select~~small aprice ~~replacement~~movement ~~general~~in ~~partner~~futures, orforwards, toand ~~dissolve~~options ~~the~~may ~~Partnership.~~result Ifin ~~the~~immediate ~~CFTC~~and ~~were~~substantial losses to ~~terminate,~~the ~~suspend,~~investor. ~~revoke~~For orexample, ~~not~~if ~~renew~~10% of the ~~registration~~face value of a ~~Trading~~contract ~~Advisor,~~is ~~the~~deposited ~~General~~as ~~Partner~~margin ~~would~~for ~~terminate~~that ~~such~~contract, ~~Trading~~a ~~Advisor’s~~10% ~~advisory~~decrease ~~agreement~~in ~~with~~ the ~~Partnership.~~value ~~The~~of ~~General~~the ~~Partner~~contract ~~could~~would ~~reallocate~~cause ~~the~~a ~~Partnership’s~~total ~~assets~~loss ~~managed~~of by the ~~deregistered~~margin ~~Trading~~deposit. ~~Advisor~~A todecrease ~~new~~of ~~trading~~more ~~advisor(s)~~than or10% ~~terminate~~in the ~~Partnership.~~value Noof ~~action~~the iscontract ~~currently~~would ~~pending~~cause ora ~~threatened~~loss ~~against~~greater than the ~~General~~amount ~~Partner or any~~ of the ~~Trading~~margin ~~Advisors~~deposit.

The ~~Partnership~~leverage isemployed ~~Subject~~by tothe ~~Speculative~~Trading ~~Position~~Advisors ~~Limits.~~in ~~The~~their ~~CFTC~~trading ~~and/or~~can ~~U.S.~~vary ~~exchanges~~substantially ~~have~~from ~~established~~month ~~“speculative~~to ~~position~~month. ~~limits”~~This onleverage, expressed as the ~~maximum~~underlying ~~net~~value ~~long~~of orthe ~~net~~Partnership’s ~~short~~positions ~~position,~~compared ~~which~~to ~~any~~the ~~person~~average ornet ~~group~~assets of ~~persons~~the ~~may~~Partnership, ~~hold~~is oranticipated ~~control~~to inrange ~~particular~~from ~~futures,~~two ~~options~~times onthe ~~futures~~Partnership’s ~~and~~net ~~swaps~~assets ~~that~~to ~~perform~~ten atimes ~~significant~~the ~~price~~Partnership’s ~~discovery~~net ~~function~~assets. ~~Most~~ ~~exchanges~~Under ~~also~~certain ~~limit~~conditions, however, the ~~amount~~Partnership’s ofleverage ~~fluctuation~~could inexceed ~~commodity~~(or ~~futures~~be ~~contract~~less ~~prices~~than) onsuch ~~a single trading day~~range. The ~~trading~~amount ~~instructions~~ of ~~the~~margin ~~Trading~~required ~~Advisors may have~~ to be ~~modified,~~deposited ~~and~~with ~~positions~~respect ~~held by the Partnership may have~~ to bean ~~liquidated~~individual infutures ~~order~~contract tois ~~avoid~~determined ~~exceeding~~by ~~these~~the ~~limits. Such~~exchange ~~modification~~upon orwhich ~~liquidation~~the ~~could~~contract ~~adversely~~is ~~affect~~traded ~~the operations~~ and ~~profitability of~~ the ~~Partnership by~~commodity ~~increasing~~broker ~~transaction~~at ~~costs~~which tothe ~~liquidate~~position ~~positions~~is held and ~~limiting~~may ~~potential~~be ~~profits~~changed onat ~~the~~any ~~liquidated positions~~time.

Options Trading Can be More Volatile than Futures Trading, and Purchasing and Writing Options Could Result in Trading Losses. The Partnership may trade options on futures.

- 18 -

InAlthough ~~October 2011,~~successful options trading requires many of the ~~CFTC~~same ~~adopted~~skills ~~new~~as ~~rules~~successful ~~governing~~futures ~~position~~trading, ~~limits~~the risks are different. In ~~September~~Successful ~~2012,~~options ~~these~~trading ~~rules~~requires ~~were~~a ~~vacated~~trader byto ~~the~~assess ~~United~~accurately ~~States~~near-term ~~District~~market ~~Court~~volatility ~~for~~because that volatility is immediately reflected in the ~~District~~price of ~~Columbia~~outstanding ~~and~~options. ~~remanded~~Correct toassessment of market volatility can therefore be of much greater significance in trading options than it is in many long-term futures strategies where volatility does not have as great an effect on the ~~CFTC~~price ~~for~~of ~~further~~a ~~consideration~~futures contract. ItSpecific ismarket ~~possible,~~movements ~~nevertheless,~~of ~~that~~the ~~these~~commodities ~~rules~~or ~~may~~futures ~~take~~contracts ~~effect~~underlying inan ~~some~~option ~~form~~cannot ~~via~~accurately ~~re-promulgation~~be predicted. The purchaser or aan ~~successful~~option ~~appeal~~may bylose the ~~CFTC~~entire ofpremium ~~the~~paid ~~District~~for ~~Court’s~~the ~~ruling~~option. The ~~vacated~~writer, ~~rules~~or ~~established position~~seller, ~~limits~~of ona ~~certain~~put ~~futures~~option ~~contracts~~collects a premium and ~~any~~risks ~~economically~~losing ~~equivalent~~the difference between the strike price and the market price of the underlying commodity or futures contract (less the premium received) if the option buyer exercises its put option. The writer, ~~options~~or ~~and~~seller, ~~swaps~~of a call option has unlimited risk. ~~These~~A ~~rules~~call ~~could~~option writer collects a premium and risks losing the difference between the price it would have anto ~~adverse~~pay ~~effect~~to onobtain the ~~Trading~~underlying ~~Advisors~~commodity or futures contract and the ~~Partnership~~strike price (less the premium received) if the option buyer exercises its call option.

~~The~~Market ~~Partnership~~Illiquidity ~~has~~May ~~Credit~~Cause ~~Risk~~Less toFavorable ~~the~~Trade ~~Commodity Brokers~~Prices. Although ~~The Partnership has credit risk because~~ the ~~commodity~~Trading ~~brokers~~Advisors ~~act~~generally aswill ~~the~~purchase ~~futures~~and ~~commission~~sell ~~merchants~~actively-traded ~~for~~contracts ~~futures~~where ~~transactions~~last ortrade ~~the~~price ~~counterparties~~information ofand ~~OTC~~quoted ~~transactions,~~prices ~~with respect to most of the Partnership’s assets. As such, in the event that the commodity brokers~~ are ~~unable~~readily ~~to perform~~available, the ~~Partnership’s~~price ~~assets are~~ at ~~risk~~which ~~and,~~a insale ~~such~~or ~~event,~~purchase ~~investors~~occurs may ~~only~~differ ~~recover~~from athe ~~pro~~price ~~rata~~expected ~~share~~because ofthere ~~their~~may ~~investment~~be ina ~~the~~delay ~~Partnership~~between orreceiving ~~nothing~~a atquote ~~all. Exchange-traded futures~~ and ~~futures-styled~~executing ~~option contracts are marked to market on~~ a ~~daily basis~~trade, ~~with~~particularly ~~variations~~ in ~~value~~circumstances ~~credited~~where ~~or charged to the Partnership’s account on~~ a ~~daily~~market ~~basis.~~has ~~The~~limited ~~commodity~~trading ~~brokers,~~volume asand ~~futures~~prices ~~commission merchants for the Partnership’s exchange-traded contracts,~~ are ~~required,~~often ~~pursuant~~quoted ~~to CFTC regulations, to segregate from their own assets, and~~ for ~~the~~relatively ~~sole~~limited ~~benefit~~quantities. ofIn ~~their commodity customers~~addition, ~~all~~most ~~funds~~U.S. ~~held by them with respect to exchange-traded~~ futures ~~and~~exchanges ~~futures-styled~~have ~~options~~established ~~contracts,~~“daily ~~including~~price anfluctuation ~~amount~~limits” ~~equal~~which topreclude the ~~net~~execution ~~unrealized~~of ~~gain~~trades onat ~~all~~prices ~~open~~outside ~~futures and futures-styled options contracts. With respect to the Partnership’s OTC foreign exchange contracts with MS&Co. and MSCG, prior to implementation~~ of the ~~Dodd-Frank Act’s provisions~~limit, ~~there are no daily settlements of variations in value,~~ and ~~there~~,

- 19 -

isfrom notime ~~requirement~~ to ~~segregate~~time, ~~funds~~the ~~held~~CFTC ~~with~~or ~~respect to such contracts. In~~ the ~~event~~exchanges ofmay asuspend ~~shortfall~~trading in ~~segregated~~market ~~customer~~disruption ~~funds~~circumstances. ~~held~~In bythese ~~the~~cases ~~futures~~it ~~commission~~is ~~merchant,~~possible that the Partnership’s ~~assets~~could onbe ~~account~~required ~~with~~to ~~the~~maintain ~~futures~~a ~~commission~~losing ~~merchant~~position ~~may~~that beit atotherwise ~~risk,~~would execute and inincur ~~such~~significant ~~event,~~losses ~~the~~or ~~Partnership~~be ~~may~~unable ~~only~~to ~~recover~~establish a ~~pro~~position ~~rata~~and ~~share~~miss ofa ~~the~~profit ~~available customer funds~~opportunity.

Factors that can contribute to market illiquidity for exchange-traded contracts include:

·	exchange-imposed price fluctuation limits;

·	limits on the number of contracts speculative traders may hold in most commodity markets; and

·	market disruptions.

The General Partner expects that non-exchange traded contracts will be traded for commodity interests for which there is generally a liquid underlying market. Such markets, however, may experience periods of illiquidity and are also subject to market disruptions.

Since the Trading Advisors already manage sizable assets in the commodity markets, it is probable that the Partnership will encounter illiquid situations. It is impossible to quantify the frequency or magnitude of these risks, however, especially because the conditions often occur unexpectedly.

Trading on Foreign Exchanges Presents Greater Risks to the Partnership than Trading on U.S. Exchanges. The Partnership trades on exchanges located outside the United States. Trading on

- 20 -

U.S. exchanges is subject to CFTC regulation and oversight, including, for example, minimum capital requirements for commodity brokers, segregation of customer funds, regulation of trading practices on the exchanges, prohibitions against trading ahead of customer orders, prohibitions against filling orders off exchanges, prescribed risk disclosure statements, testing and licensing of industry sales personnel and other industry professionals, and recordkeeping requirements, and other requirements and restrictions for the purpose of preventing price manipulation and other disruptions to market integrity, avoiding systemic risk, preventing fraud and promoting innovation, competition and financial integrity of transactions. Trading on foreign exchanges is not regulated by the CFTC or any other U.S. governmental agency or instrumentality and may be subject to regulations that are different from those to which U.S. exchange trading is subject, provide less protection to investors than trading on U.S. exchanges, and may be less vigorously enforced than regulations in the U.S.

Trading on foreign exchanges involves some risks that trading on U.S. exchanges does not, such as:

Lack of Investor Protection Regulation

The rights of the Partnership in the event of the insolvency or bankruptcy of a non-U.S. market or broker are likely to differ from rights that the Partnership would have in the United States and these rights may be more limited than in the case of failures of U.S. markets or brokers.

Possible Governmental Intervention

- 21 -

Generally, foreign brokers are not subject to the jurisdiction of the CFTC or any other U.S. regulator. In addition, the Partnership’s assets held outside of the United States to margin transactions on foreign exchanges are held in accordance with the client assets protection regime and the insolvency laws of the applicable jurisdiction. A foreign government might halt trading in a market and/or take possession of the Partnership’s assets maintained in its country in which case the assets may never be recovered. The General Partner might have little or no notice that such events were happening. In such circumstances, the General Partner may not be able to obtain the Partnership’s assets.

Relatively New Markets

Some foreign exchanges on which the Partnership trades may be in developmental stages so that prior price histories may not be indicative of current price patterns.

Exchange-Rate Exposure

The Partnership is valued in U.S. dollars. Contracts on foreign exchanges are usually traded in the local currency. The Partnership’s assets held in connection with contracts priced and settled in a foreign currency may be held in a foreign depository in accounts denominated in a foreign currency. Changes in the value of the local currency relative to the U.S. dollar could cause losses to the Partnership even if the contract traded is profitable.

Risks Associated with Affiliates

The Partnership’s clearing broker may use an affiliate to carry and clear transactions on foreign

- 22 -

exchanges. While the use of affiliates can provide certain benefits, it can also pose certain risks. In particular, if a clearing broker or an affiliated foreign broker were to fail, it is likely that all of its affiliated companies would fail or be placed in administration within a relatively brief period of time. Each of these companies would be liquidated in accordance with the bankruptcy laws of the local jurisdiction. Moreover, return of the Partnership’s assets held at affiliated foreign brokers would be delayed, perhaps for a significant period of time, and would be subject to additional administrative costs. If, on the other hand, a clearing broker had cleared its customers’ foreign futures and foreign options transactions through unaffiliated foreign brokers, such broker likely would not have failed and the clearing broker’s bankruptcy trustee could have directed the foreign broker to liquidate all of the Partnership’s positions and return the balance to the trustee for distribution to the Partnership.

The percentage of the Partnership’s positions which are traded on foreign exchanges can vary significantly from month to month.

The Unregulated Nature of Uncleared Trading in the Over-The-Counter Markets Creates Counterparty Risks that Do Not Exist in Futures Trading on Exchanges or in Cleared Swaps. Unlike futures contracts and cleared swaps, uncleared trades, such as forward contracts, some swaps and some over-the-counter “spot” contracts are entered into between private parties off of an exchange or other trading platform and are not subject to clearing. As a result, the performance of those contracts is not guaranteed by an exchange or its clearinghouse, and the Partnership is at risk with respect to the ability of the counterparty to perform on the contract, including the

- 23 -

creditworthiness of the counterparty. Trading of foreign exchange spot contracts of foreign exchange forwards and foreign exchange swaps (as such terms are defined in the Dodd-Frank Act), and of uncleared swaps is not regulated or is subject to limited regulation; therefore, there are limited or no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets. The Partnership trades such contracts with MS&Co. and MSCG and is at risk with respect to the creditworthiness and trading practices of each of MS&Co. and MSCG as the counterparty to the contracts.

Forward Foreign Currency and Spot Contracts Historically Were Not Regulated When Traded Between Certain “Eligible Contract Participants” and Are Subject to Credit Risk. The Partnership may trade forward contracts in foreign currencies and may engage in spot commodity transactions (transactions in physical commodities). These contracts, unlike futures contracts and options on futures, historically were not regulated by the CFTC when traded between certain “eligible contract participants,” as defined in the Commodity Exchange Act. On July 21, 2010, the President signed into law major financial services reform legislation in the form of the Dodd-Frank Act. The Dodd-Frank Act includes foreign currency forwards and foreign currency swaps (as such terms are defined in the Dodd-Frank Act) in the definition of “swap.” The CFTC has been granted authority to regulate all swaps, but grants the U.S. Treasury Department the discretion to exempt foreign currency forwards and foreign currency swaps from all aspects of the Dodd-Frank Act other than reporting, recordkeeping and business conduct rules for swap dealers and major swap participants. In November 2012, Treasury determined that those transactions can be carved out of the swap category, and they are subject only to the noted categories of the Dodd-

- 24 -

Frank Act requirements. Therefore, the Partnership will not receive the full benefit of CFTC regulation for certain of their foreign currency trading activities.

The percentage of the Partnership’s positions that are expected to constitute foreign currency forwards and foreign currency swaps can vary substantially from month to month.

Trading Swaps Creates Distinctive Risks. The Trading Advisors may trade in certain swaps. Unlike futures and options on futures contracts, most swap contracts currently are not traded on or cleared by an exchange or clearinghouse. The CFTC currently requires only a limited class of swap contracts (certain interest rate and credit default swaps) to be cleared and executed on an exchange or other organized trading platform. In accordance with the Dodd-Frank Act, the CFTC will in the future determine which other classes of swap contracts will be required to be cleared and executed on an exchange or other organized trading platform. Until such time as these transactions are cleared, the Partnership will be subject to a greater risk of counterparty default on its swaps. Because swaps do not generally involve the delivery of underlying assets or principal, the amount payable upon default and early termination is usually calculated by reference to the current market value of the contract. Some swap counterparties may require the Partnership to deposit collateral to support the Partnership’s obligation under the swap agreement but may not themselves provide collateral for the benefit of the Partnership. If the counterparty to such a swap defaults, the Partnership would be a general unsecured creditor for any termination amounts owed by the counterparty to the Partnership as well as for any collateral deposits in excess of the amounts owed by the Partnership to the counterparty, which would result in losses to the Partnership.

- 25 -

There are no limitations on daily price movements in swaps. Speculative position limits are not currently applicable to swaps, but in the future may be applicable for swaps on certain commodities. In addition, participants in the swap markets are not required to make continuous markets in the swaps they trade, and determining a market value for calculation of termination amounts can lead to uncertain results.

Trading of swaps will be subject to substantial change under the Dodd-Frank Act and related regulatory action. Under the Dodd-Frank Act, many commodity swaps will be required to be cleared through central clearing parties and executed on exchanges or other organized trading platforms. Security-based swaps will be subject to similar requirements. Additional regulatory requirements will apply to all swaps, whether subject to mandatory clearing or not. These include margin, collateral and capital requirements, reporting obligations, speculative position limits for certain swaps, and other regulatory requirements. Swaps which are not offered for clearing by a clearing house will continue to be traded bi-laterally. Such bi-lateral transactions will remain subject to many of the risks discussed in the preceding paragraphs.

Central Clearing Parties Could Fail. Central clearing parties are highly capitalized. Cleared transactions are supported by initial and variation margin. As a result, failure of a central clearing party is highly unlikely. If a central clearing party were to fail, however, the impact on the financial system in general and on the Partnership’s positions in particular is uncertain.

- 26 -

Deregistration of the Commodity Pool Operator or the Commodity Trading Advisors Could Disrupt Operations. The General Partner is a registered commodity pool operator and registered commodity trading advisor and each Trading Advisor is a registered commodity trading advisor. If the CFTC were to terminate, suspend, revoke or not renew the registration of the General Partner, the General Partner would withdraw as general partner of the Partnership. The Limited Partners would then determine whether to select a replacement general partner or to dissolve the Partnership. If the CFTC were to terminate, suspend, revoke or not renew the registration of a Trading Advisor, the General Partner would terminate such Trading Advisor’s advisory agreement with the Partnership. The General Partner could reallocate the Partnership’s assets managed by the deregistered Trading Advisor to new trading advisor(s) or terminate the Partnership. No action is currently pending or threatened against the General Partner or any of the Trading Advisors.

The Partnershipis Subject to Speculative Position Limits. U.S. exchanges have established “speculative position limits” on the maximum net long or net short position, which any person or group of persons may hold or control in particular futures and options on futures. Most exchanges also limit the amount of fluctuation in commodity futures contract prices on a single trading day. Therefore, a Trading Advisor may have to modify its trading instructions or reduce the size of its position in one or more futures or options contracts in order to avoid exceeding such position limits, which could adversely affect the profitability of the Partnership. The futures exchange may amend or adjust these position limits or the interpretation of how such limits are applied, adversely affecting the profitability of the Partnership. In addition, in October 2011, the CFTC adopted new rules governing position limits on futures (and options on futures) on a number

- 27 -

of agricultural, energy and metals commodities, as well as on swaps that perform a significant price discovery function with respect to those futures and options. In September 2012, the CFTC’s rules were vacated by the United States District Court for the District of Columbia and remanded to the CFTC for further consideration. It is possible, nevertheless, that these rules may take effect in some form via re-promulgation or a successful appeal by the CFTC of the District Court’s ruling. If so, these rules could have an adverse effect on the Partnership’s trading.

The Partnershiphas Credit Risk to the Commodity Brokers. The Partnership has credit risk because the commodity brokers act as the futures commission merchants for futures transactions or the counterparties of OTC transactions, with respect to most of the Partnership’s assets. As such, in the event that the commodity brokers are unable to perform, the Partnership’s assets are at risk and, in such event, the Partnership may only recover a portion of its investment or nothing at all. Exchange-traded futures and futures-styled option contracts are marked to market on a daily basis, with variations in value credited or charged to the Partnership’s account on a daily basis. The commodity brokers, as futures commission merchants for the Partnership’s exchange-traded contracts, are required, pursuant to CFTC regulations, to segregate from their own assets, and for the sole benefit of their commodity customers, all funds held by them with respect to exchange-traded futures and futures-styled options contracts, including an amount equal to the net unrealized gain on all open futures and futures-styled options contracts. Similar requirements apply with respect to funds held in connection with cleared swap contracts. In the event of a shortfall in segregated customer funds held by the futures commission merchant, the Partnership’s assets on account with the futures commission merchant may be at risk in the event of the futures

- 28 -

commission merchant’s bankruptcy or insolvency, and in such event, the Partnership may only recover a portion of the available customer funds. If no property is available for distribution, the Partnership would not recover any of its assets. With respect to the Partnership’s over-the-counter foreign exchange contracts and uncleared swaps with MS&Co. and MSCG prior to the implementation of the Dodd-Frank Act’s provisions, there was no requirement to segregate funds held with respect to such contracts. Once the Dodd-Frank Act is fully implemented, a party engaging in uncleared swaps with a swap dealer or major swap participant can ask that the portion of collateral at risk upon the swap dealer or major swap participant’s insolvency be held with an independent third party custodian. It is likely the party requesting segregation will pay the costs of such custodial arrangement.

Risks Relating to the Trading Advisors

Since the future performance of the Trading Advisors is unpredictable, the Trading Advisors’ past performance is not necessarily indicative of future results.

Reliance on the Trading Advisors to Trade Successfully. The Trading Advisors are responsible for making all futures, forwards, and options trading decisions on behalf of the Partnership. The General Partner has no control over the specific trades the Trading Advisors may make, leverage used, risks and/or concentrations assumed or whether the Trading Advisors will act in accordance with the disclosure documents or descriptive materials furnished by them to the General Partner. The General Partner can provide no assurance that the trading program employed by the Trading Advisors will be successful. The Trading Advisors, in turn, are dependent upon the services of a limited number of persons to develop and refine their trading approaches and strategies and execute the trading transactions. The loss of the services of any of the Trading Advisors’ principals or key employees, or the failure of those principals or key employees to function effectively as a team, may have an adverse effect on the Trading Advisors’ ability to manage their trading activities successfully, or may cause a Trading Advisor to cease operations entirely. This, in turn, could negatively affect the Partnership’s performance.

- 2029 -

~~Market~~employed ~~Factors~~by ~~May Adversely Influence~~ the Trading Advisors’ ~~Trading~~will ~~Programs~~be successful. InThe ~~the past, there have been periods when market conditions have not been favorable to the~~ Trading Advisors’, ~~respective~~in ~~strategies~~turn, ~~and~~are ~~such~~dependent ~~periods~~upon ~~may~~the ~~recur.~~services ~~The past performance~~ of ~~such~~a ~~trading~~limited ~~strategies~~number ~~is not necessarily indicative~~ of ~~their~~persons ~~future~~to ~~profitability,~~develop and norefine their trading ~~program~~approaches ~~can~~and ~~consistently~~strategies ~~determine~~and ~~which~~execute ~~commodity~~the totrading ~~trade~~transactions. orThe ~~when~~loss toof ~~enter into~~ the ~~trade.~~services ~~Often,~~of ~~the~~any ~~most~~of ~~unprofitable market conditions for~~ the ~~Partnership~~Trading ~~are~~Advisors’ ~~those~~principals inor ~~which~~key ~~prices “whipsaw~~employees,” ~~that~~or ~~is,~~the ~~such~~failure ~~price~~of ~~moves~~those ~~quickly~~principals ~~upward (~~or ~~downward),~~key ~~then~~employees ~~reverses,~~to ~~then~~function ~~moves~~effectively ~~upward~~as ~~(or~~a ~~downward) again~~team, ~~then~~may ~~reverses~~have ~~again.~~an Inadverse ~~such~~effect ~~conditions,~~on the Trading Advisors’ ~~may~~ability ~~establish~~to ~~positions~~manage ~~based~~their ontrading ~~incorrectly~~activities ~~identifying~~successfully, ~~both the brief upward~~ or ~~downward~~may ~~price~~cause ~~movements~~a asTrading ~~trends,~~Advisor ~~whereas in fact no trends sufficient~~ to ~~generate~~cease ~~profits~~operations ~~develop~~entirely. ~~Any~~This, ~~factor~~in ~~which~~turn, ~~may~~could ~~lessen~~negatively ~~the~~affect ~~prospect of favorable conditions in~~ the ~~future~~Partnership’s ~~(such as lack of major price trends or increased governmental~~performance.

Market Factors May Adversely Influence the Trading Advisors’ Trading Programs. In the past, there have been periods when market conditions have not been favorable to the Trading Advisors’ respective strategies, and such periods may recur. The past performance of such trading strategies is not necessarily indicative of their future profitability, and no trading program can consistently determine which commodity to trade or when to enter into the trade. Often, the most unprofitable market conditions for the Partnership are those in which prices “whipsaw,” that is, such price moves quickly upward (or downward), then reverses, then moves upward (or downward) again, then reverses again. In such conditions, the Trading Advisors may establish positions based on incorrectly identifying both the brief upward or downward price movements as trends, whereas in fact no trends sufficient to generate profits develop. Any factor which may lessen the prospect of favorable conditions in the future (such as lack of major price trends or increased governmental control of, or participation in, the markets) may reduce the Trading Advisors’ ability to trade profitably in the future.

- 30 -

Increasing the Assets Managed by the Trading Advisors May Adversely Affect Their Performance. The rates of return achieved by commodity trading advisors often diminish as the assets under their management increase. This can occur for many reasons, including the inability of the trading advisor to execute larger position sizes at desired prices and because of the need to adjust the trading advisor’s trading program to avoid exceeding speculative position limits. These are limits established by the CFTC and the exchanges on the number of speculative futures and options contracts in a commodity that one trader may own or control. The Trading Advisors have not agreed to limit the amount of additional assets that they will manage.

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You Will Not be Aware of Changes to the Trading Advisors’ Trading Programs. Because of the proprietary nature of the Trading Advisors’ trading programs, you generally will not be advised if adjustments are made to the Trading Advisors’ trading programs in order to accommodate additional assets under management or for any other reason.

The Trading Advisors May Terminate Their Advisory Agreements. The advisory agreements with the Trading Advisors automatically renew annually unless terminated by the General Partner or the relevant Trading Advisor. In the event an advisory agreement is not renewed, the General Partner may not be able to enter into an arrangement with the relevant Trading Advisor or another trading advisor on terms substantially similar to the previous advisory agreement.

Disadvantages of Replacing or Switching Trading Advisors. The Trading Advisors are required to recoup previous trading losses before they can earn performance-based compensation. However, the General Partner may elect to replace a Trading Advisor if it has a “loss carry-forward.” In that case, the Partnership would lose the “free ride” of any potential recoupment of the prior losses. In addition, the new trading advisor(s) would earn performance-based compensation on the first dollars of investment profits. The effect of the replacement of or the reallocation of assets away from a Trading Advisor therefore could be significant.

~~Partnership~~- ~~Performance~~31 ~~May Be Hindered by Increased Competition for Positions. Assets in managed futures have grown from an estimated $300 million in 1980 to over $300 billion~~-

However, the General Partner may elect to replace a Trading Advisor if it has a “loss carry-forward.” 22In that case, the Partnership would lose the “free ride” of any potential recoupment of the prior losses. In addition, the new trading advisor(s) would earn performance-based compensation on the first dollars of investment profits. The effect of the replacement of or the reallocation of assets away from a Trading Advisor therefore could be significant.

Partnership Performance May Be Hindered by Increased Competition for Positions. Assets in managed futures have grown from an estimated $300 million in 1980 to over $300 billion in 2012. This has resulted in increased trading competition. Since futures are traded in an auction-like market, the more competition there is for some contracts, the more difficult it is for the Trading Advisors to obtain the best prices for the Partnership. The Trading Advisors are required to use an allocation methodology that is fair to all customers.

You Will Not Have Access to the Partnership’s Positions and Must Rely on the General Partner to Monitor the Trading Advisors. As a Limited Partner, you will not have access to the Partnership’s trade positions. Consequently, you will not know whether the Trading Advisors are adhering to the Partnership’s trading policies and must rely on the ability of the General Partner to monitor trading and protect your investment.

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Taxation Risks

You May Have Tax Liability Attributable To Your Interest in the Partnership Even If You Have Received No Distributions and Redeemed No Units and Even if the Partnership Generated a Loss. If the Partnership has profit for a taxable year, the profit will be includible in your taxable income, whether or not cash or other property is actually distributed to you by the Partnership. The General Partner presently does not intend to make any distributions from the Partnership. Accordingly, it is anticipated that U.S. federal income taxes on your allocable share of the Partnership’s profits will exceed the amount of distributions to you, if any, for a taxable year, so that you must be prepared to fund any tax liability from redemptions of Units or other sources. In addition, the Partnership may have capital losses from trading activities that cannot be deducted against the Partnership’s ordinary income (e.g., interest income, periodic net swap payments) so that you may have to pay taxes on ordinary income even if the Partnership generates a net loss.

-The 23Partnership’s -Tax Returns Could be Audited. The Internal Revenue Service (“IRS”) could audit the Partnership’s U.S. federal income tax returns. If an audit results in an adjustment to the Partnership’s tax return, Limited Partners in the Partnership could be required to file amended returns and pay additional tax.

~~The~~You ~~Partnership’s~~Will ~~Tax~~Recognize ~~Returns~~Short-Term ~~Could~~Capital ~~be Audited~~Gain. Profits ~~The~~on ~~IRS~~futures ~~could~~contracts ~~audit~~traded ~~the~~in ~~Partnership’s~~regulated U.S. ~~federal~~and ~~income~~some ~~tax~~foreign ~~returns.~~exchanges, Ifforeign ancurrency ~~audit~~contracts ~~results~~traded in anthe ~~adjustment~~interbank tomarket, ~~the~~and ~~Partnership’s~~U.S. ~~tax~~and ~~return,~~some ~~Limited~~foreign ~~Partners~~exchange-traded inoptions on commodities are generally taxed as short-term capital gain to the ~~Partnership~~extent ~~could~~of be40% ~~required~~of gains with respect to ~~file~~section ~~amended~~1256 ~~returns~~contracts and ~~pay~~at ~~additional~~least ~~tax.~~50% of

~~You Will Recognize Short~~-~~Term~~ ~~Capital~~33 ~~Gain. Profits on futures contracts traded in regulated U.S. and some foreign exchanges, foreign currency contracts traded in the interbank market, and U.S. and some foreign exchange~~-traded options on commodities are generally taxed as short-term capital gain to the extent of 40% of gains with respect to section 1256 contracts and at least 50% of the gain arising from a mixed straddle account and are currently taxed at a maximum marginal ordinary U.S. federal income tax rate of 35%.

~~The IRS Could Take~~ the ~~Position~~gain ~~that~~arising ~~Deductions~~from ~~for~~a ~~Certain~~mixed ~~Partnership~~straddle ~~Expenses~~account ~~Are~~and ~~Subject To Various Limitations. Non-corporate taxpayers~~ are ~~subject~~currently totaxed ~~certain~~at ~~limitations~~a ~~for~~maximum ~~deductions~~marginal ~~for~~ordinary ~~“investment advisory expenses” for~~ U.S. federal income tax ~~and~~rate alternative minimum tax purposes. The IRS could argue that certain Partnership expenses are investment advisory expenses. Prospective investors should discuss with their tax advisors the tax consequences of ~~an investment in the Partnership~~35%.

~~Tax~~The ~~Laws~~IRS ~~Are~~Could ~~Subject~~Take Tothe ~~Change~~Position atthat ~~Any~~Deductions ~~Time,~~for ~~Including~~Certain ~~Already~~Partnership ~~Enacted~~Expenses ~~Changes~~Are ~~Scheduled~~SubjectTo toVarious ~~Take~~Limitations. Non-corporate ~~Effect~~taxpayers inare ~~2013.~~subject ~~Tax~~to ~~laws~~certain ~~and~~limitations ~~court~~for ~~and~~deductions ~~IRS~~for ~~interpretations~~“investment ~~thereof~~advisory ~~are~~expenses” ~~subject~~for toU.S. ~~change~~federal atincome ~~any~~tax ~~time,~~and ~~possibly~~alternative ~~with~~minimum ~~retroactive~~tax ~~effect~~purposes. ~~For~~The ~~example,~~IRS ~~various~~could ~~tax~~argue ~~rate~~that ~~reductions~~certain ~~for~~Partnership ~~non-corporate~~expenses ~~taxpayers~~are ~~enacted~~investment inadvisory ~~2001~~expenses. ~~and~~Prospective ~~2003~~investors ~~are~~should ~~scheduled~~discuss towith ~~expire~~their ~~for~~tax ~~taxable~~advisors ~~years~~the tax consequences of an investment in the Partnership.

-Tax 24Laws -Are Subject To Change at Any Time. Tax laws and court and IRS interpretations thereof are subject to change at any time, possibly with retroactive effect. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisors.

beginning after December 31, 2012. Further, the maximum ordinary income rates for non-corporate taxpayers are scheduled to increase from 35% to 39.6%, and the maximum long-term capital gains rates are scheduled to increase from 15% to 20%. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisors.

Non-U.S. Investors May Face Exchange Rate Risk and Local Tax Consequences. Non-U.S. investors should note that Units are denominated in U.S. dollars and that changes in rates of exchange between currencies may cause the value of their investment to decrease or to increase. Non-U.S. investors should consult their own tax advisors concerning the applicable U.S. and foreign tax implications of this investment.

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Item 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

Item 2. PROPERTIES

The Partnership’s executive and administrative offices are located within the offices of the General Partner. The General Partner’s offices utilized by the Partnership are located at 522 Fifth Avenue, 14th Floor, New York, NY 10036.

Item 3. LEGAL PROCEEDINGS

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”).

MS&Co. is a wholly-owned, 25indirect 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 (“Exchange Act”), which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2013, 2012, 2011, 2010, and 2009.

~~MS&Co. is a wholly~~-~~owned,~~ ~~indirect~~35 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, which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2012, 2011, 2010, 2009, and 2008.

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

-MS&Co. 26is -a Delaware limited liability company with its main business office located at 1585 Broadway, New York, New York 10036. Among other registrations and memberships, MS&Co. is registered as a futures commission merchant and is a member of the NFA.

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

During the preceding five years, the following administrative, civil, or criminal actions pending, on appeal or concluded against MS&Co. or any of its principals are material within the meaning of CFTC Rule 4.24(l)(2) or 4.34(k)(2):

On June 2, 2009, Morgan Stanley executed a final settlement with the Office of the New York State Attorney General ~~(“NYAG”)~~ in connection with its investigation relating to the sale of auction-rate securities ~~(“ARS”)~~. Morgan Stanley agreed, among other things to: (1) repurchase at par illiquid ~~ARS~~auction-rate ~~that were purchased by certain retail clients prior to February 13, 2008; (2) pay certain retail clients that sold ARS below par the difference between par and the price at which the clients sold the~~ securities; (3) arbitrate, under special procedures, claims for consequential damages by certain retail clients; (4) refund refinancing fees to certain municipal issuers of ARS; and (5) pay a total penalty of $35 million. On August 13, 2008, Morgan Stanley reached an agreement in principle on substantially the same terms with the Office of the Illinois Secretary of State, Securities Department (on behalf of a task force of other states under the auspices of the North American Securities Administrators Association) that would settle their investigations into the same matters. A separate investigation of these matters by the SEC remains ongoing.

- 2736 -

Onthat ~~June~~were 5,purchased ~~2012,~~by ~~the~~certain ~~Company~~retail ~~consented~~clients toprior ~~and became the subject of an Order Instituting Proceedings Pursuant~~ to ~~Sections~~February ~~6(c)~~13, ~~and~~2008; 6(d2) ofpay ~~the~~certain ~~Commodity~~retail ~~Exchange~~clients ~~Act,~~that assold ~~amended,~~auction-rate ~~Making~~securities ~~Findings~~below ~~and~~par ~~Imposing Remedial Sanctions by~~ the ~~CFTC~~difference tobetween ~~resolve~~par ~~allegations~~and ~~related to~~ the ~~failure~~price ofat awhich ~~salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (EFRP). Specifically,~~ the ~~CFTC~~clients ~~found~~sold ~~that from April 2008 through October 2009,~~ the ~~Company~~securities; ~~violated Section 4c~~(a3) ofarbitrate, ~~the~~under ~~Commodity~~special ~~Exchange~~procedures, ~~Act~~claims ~~and~~for ~~Commission~~consequential ~~Regulation~~damages ~~1.38~~ by ~~executing,~~certain ~~processing~~retail ~~and~~clients; ~~reporting~~(4) ~~numerous~~refund ~~off-exchange~~refinancing ~~futures~~fees ~~trades~~ to ~~the~~certain ~~Chicago~~municipal ~~Mercantile~~issuers ~~Exchange~~of ~~(CME)~~auction-rate securities; and ~~Chicago Board of Trade~~ (~~CBOT~~5) aspay ~~EFRPs~~a intotal ~~violation~~penalty of ~~CME~~$35 ~~and~~million. On ~~CBOT~~August ~~rules because those trades lacked the corresponding and related cash~~13, ~~OTC swap~~2008, ~~OTC~~Morgan ~~option,~~Stanley orreached ~~other~~an ~~OTC~~agreement ~~derivative~~in ~~position. In~~principle ~~addition,~~on ~~the~~substantially ~~CFTC found that~~ the ~~Company~~same ~~violated~~terms ~~CFTC~~with ~~Regulation 166.3 by failing to supervise~~ the ~~handling~~Office of the ~~trades~~Illinois atSecretary ~~issue and failing to have adequate policies and procedures designed to detect and deter the violations~~ of ~~the Act and Regulations. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact~~State, ~~the~~Securities ~~Company~~Department ~~accepted~~(on ~~and~~behalf ~~consented to entry~~ of ~~findings and the imposition of~~ a ~~cease~~task ~~and~~force ~~desist order, a fine~~ of ~~$5,000,000,~~other ~~and~~states ~~undertakings~~under ~~related~~the toauspices ~~public statements, cooperation and payment~~ of the ~~fine. The~~North ~~Company~~American ~~entered~~Securities ~~into~~Administrators ~~corresponding~~Association) ~~and related settlements with the CME and CBOT in which the CME found~~ that ~~the~~would ~~Company~~settle ~~violated~~their ~~CME~~investigations ~~Rules~~into ~~432.Q and 538 and fined~~ the ~~Company~~same ~~$750,000 and CBOT found that the Company violated CBOT Rules 432~~matters.~~Q and 538 and fined the Company $1,000,000.~~

On June 5, 2012, the Company consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, Making Findings and Imposing Remedial Sanctions by the CFTC to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange 28futures transactions unless there is an exchange for related position. Specifically, the CFTC found that from April 2008 through October 2009, the Company violated Section 4c(a) of the Commodity Exchange Act and Commission Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as exchanges for related positions in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, over-the-counter swap, over-the-counter option, or other over-the-counter derivative position. In addition, the CFTC found that the Company violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and

On August 25, 2008, the Company and two ratings agencies were named as defendants in a purported class action related to securities issued by a structured investment vehicle called Cheyne Finance PLC and Cheyne Finance LLC (together, the “Cheyne SIV”). The case is styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley & Co. Inc., et al. and is pending in the United States District Court for the Southern District of New York (“SDNY”). The complaint alleges, among other things, that the ratings assigned to the securities issued by the Cheyne SIV were false and misleading, including because the ratings did not accurately reflect the risks associated with the subprime residential mortgage backed securities held by the Cheyne SIV. The plaintiffs currently assert allegations of aiding and abetting fraud and negligent misrepresentation relating to approximately $852 million of securities issued by the Cheyne SIV. The plaintiffs’ motion for class certification was denied in June 2010. The court denied the Company’s motion for summary judgment on the aiding and abetting fraud claim in August 2012. The Company’s motion for summary judgment on the negligent misrepresentation claim, filed on November 30, 2012, is pending. The court has set a trial date of May 6, 2013. There are currently 14 named plaintiffs in the action claiming damages of approximately $638 million. Plaintiffs are also seeking punitive damages. Based on currently available information, the Company believes that the defendants could incur a loss up to approximately $638 million, plus pre- ~~and~~37 ~~post~~-~~judgment interest, fees and costs.~~

Onfailing ~~March 15,~~to ~~2010,~~have ~~the~~adequate ~~Federal~~policies ~~Home~~and ~~Loan~~procedures ~~Bank~~designed ofto ~~San~~detect ~~Francisco~~and ~~filed~~deter ~~two~~the ~~complaints~~violations ~~against~~of the ~~Company~~Commodity Exchange Act and ~~other~~Regulations. Without ~~defendants~~admitting in or denying the ~~Superior~~underlying ~~Court~~allegations and without adjudication of ~~the~~any ~~State~~issue of ~~California.~~law ~~These~~or ~~actions~~fact, ~~are~~the ~~styled~~Company ~~Federal~~accepted ~~Home~~and ~~Loan~~consented ~~Bank~~to entry of ~~San~~findings ~~Francisco v.~~and ~~Credit~~the ~~Suisse~~imposition ~~Securities~~of ~~(USA)~~a ~~LLC~~cease and desist order, eta ~~al.~~fine of $5, 000,000, and ~~Federal~~undertakings ~~Home~~related ~~Loan~~to ~~Bank~~public statements, cooperation and payment of ~~San Francisco v~~the fine. The ~~Deutsche~~Company ~~Bank~~entered ~~Securities~~into ~~Inc~~corresponding and related settlements with the CME and CBOT in which the CME found that the Company violated CME Rules 432. etQ aland 538 and fined the Company $750,000 and CBOT found that the Company violated CBOT Rules 432.Q and 538 and fined the Company $1,000,000.

-On 29December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against the Company and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by the Company was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On October 18, 2010, defendants filed a motion to dismiss the action. By orders dated June 23, 2011 and July 18, 2011, the court denied defendants’ omnibus motion to dismiss plaintiff’s amended complaint and on August 15, 2011, the court denied the Company’s individual motion to dismiss the amended complaint. At December 25, 2013, the current unpaid balance of

~~respectively.~~- ~~Amended~~38 ~~complaints were filed on June 10, 2010. The amended complaints allege~~-

~~that defendants made untrue statements and material omissions in connection with~~ the ~~sale to plaintiff of a number of~~ mortgage pass -through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by the Company in these cases was approximately $704 million and $276 million, respectively. The complaints raise claims under both the federal securities laws and California law and seek, among other things, to rescind the plaintiff’s purchase of such certificates. On July 29, 2011 and September 8, 2011, the court presiding over both actions sustained defendants’ demurrers with respect to claims brought under the Securities Act, and overruled defendants’ demurrers with respect to all other claims. At January 25, 2013, the current unpaid balance of the mortgage pass through certificates at issue in these cases was approximately $~~365~~58 million, and the certificates had not yet incurred actual losses. Based on currently available information, the Company believes it could incur a loss for this action up to the difference between the $~~365~~58 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On ~~July~~March 915, 2010, ~~and~~the ~~February~~Federal ~~11,~~Home ~~2011,~~Loan ~~Cambridge~~Bank ~~Place~~of ~~Investment~~San ~~Management~~Francisco ~~Inc.~~ filed two ~~separate~~ complaints against the Company and other defendants in the Superior Court of the ~~Commonwealth~~State of ~~Massachusetts,~~California. ~~both~~These actions are styled ~~Cambridge~~Federal ~~Place~~Home ~~Investment~~Loan ~~Management~~Bank ~~Inc.~~of San Francisco v. ~~Morgan~~Credit ~~Stanley &~~Suisse ~~Co.~~Securities (USA) LLC, ~~Inc~~et al., and Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al., respectively. Amended complaints filed on June 10, 2010 allege that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by the Company in these cases was approximately $704 million and $276 million, respectively. The complaints ~~assert~~raise claims onunder ~~behalf~~both ofthe ~~certain~~federal ~~clients~~securities laws and California law and seek, among other things, to rescind the plaintiff’s purchase of such certificates. On August 11, 2011, plaintiff’s ~~affiliates~~claims ~~and~~brought ~~alleges~~under ~~that~~the Securities Act of 1933, as amended, were dismissed with prejudice. The defendants ~~made~~filed ~~untrue~~answers ~~statements~~to ~~and~~the ~~material~~amended ~~omissions~~complaints inon October 7, 2011. On February 9, 2012, defendants’ demurrers with respect to all other claims were overruled. On December 20, 2013, plaintiff’s negligent misrepresentation claims

- 3039 -

~~the~~were ~~sale~~dismissed of a number of mortgage pass through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by the Company or sold to plaintiff’s affiliates’ clients by the Company in the two matters was approximately $344 million. The complaints raise claims under the Massachusetts Uniform Securities Act and seek, among other things, to rescind the plaintiff’s purchase of such certificates. On October 14, 2011, plaintiffs filed an amended complaint in each action. On November 22, 2011, defendants filed a motion to dismiss the amended complaints. On March 12, 2012, the court denied defendants’ motion to dismiss with ~~respect to plaintiff’s standing to bring suit~~prejudice. ~~Defendants~~A ~~sought~~bellwether ~~interlocutory~~trial ~~appeal~~is ~~from~~currently ~~that~~scheduled ~~decision on April 11, 2012. On April 26, 2012, defendants filed a second motion~~ to ~~dismiss~~begin ~~for failure to state a claim upon which relief can be granted, which the court denied,~~ in substantial part, on October 2, 2012. Based on currently available information, the Company believes it could incur a loss for these actions of up to the difference between the as yet undetermined unpaid balance of these certificates and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.September

On2014. ~~July 15~~The Company is not a defendant in connection with the securitizations at issue in that trial. At December 25, ~~2010~~2013, ~~China~~the ~~Development~~current ~~Industrial~~unpaid ~~Bank~~balance ~~(“CDIB”)~~of ~~filed~~the amortgage ~~complaint~~pass-through ~~against~~certificates ~~the~~at ~~Company~~issue in these cases was approximately $316 million, ~~which~~and isthe ~~styled~~certificates ~~China~~had ~~Development~~incurred ~~Industrial~~actual ~~Bank~~losses v.of ~~Morgan~~approximately ~~Stanley &~~$5 Comillion. ~~Incorporated~~Based eton ~~al.~~currently ~~and~~available isinformation, ~~pending~~the inCompany believes it could incur a loss for this action up to the ~~Supreme~~difference ~~Court~~between the $316 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the ~~State~~time of ~~New~~a ~~York,~~judgment ~~New~~against ~~York~~the ~~County~~Company, ~~(“Supreme~~plus ~~Court~~pre- ofand NYpost-judgment interest, NYfees ~~County”)~~and costs. The ~~complaint~~Company ~~relates~~may be entitled to abe ~~$275~~indemnified ~~million~~for ~~credit~~some ~~default~~of ~~swap~~these ~~referencing~~losses ~~the~~and ~~super~~to ~~senior~~an ~~portion~~offset offor interest received by the ~~STACK~~plaintiff ~~2006-1~~prior ~~CDO.~~to ~~The~~a ~~complaint~~judgment.

-On 31July 9, 2010 and February 11, 2011, Cambridge Place Investment Management Inc. filed two separate complaints against the Company and other defendants in the Superior Court of the Commonwealth of Massachusetts, both styled Cambridge Place Investment Management Inc. v. Morgan Stanley & Co., Inc., et al. The complaints assert claims on behalf of certain clients of plaintiff’s affiliates and allege that defendants made untrue statements and material omissions in the sale of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by the Company or sold to plaintiff’s affiliates’ clients by the Company in the two matters was approximately $263 million. On February 11, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

~~asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that the Company misrepresented the risks of the STACK 2006~~-1 ~~CDO~~40 to CDIB, and that the Company knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court presiding over this action denied the Company’s motion to dismiss the complaint and on March 21, 2011, the Company appealed that order. On July 7, 2011, the appellate court affirmed the lower court’s decision denying the motion to dismiss. Based on currently available information, the Company believes it could incur a loss of up to approximately $240 million plus pre- ~~and post-judgment interest, fees and costs.~~

On ~~October~~July 15, 2010, ~~the~~ ~~Federal~~China ~~Home~~Development ~~Loan~~Industrial Bank of(“CDIB”) ~~Chicago~~ filed a complaint against the Company, ~~and~~which ~~other~~is ~~defendants~~styled inChina Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the ~~Circuit~~ Supreme Court of the State of ~~Illinois~~New ~~styled~~York, ~~Federal~~New ~~Home~~York ~~Loan~~County ~~Bank~~(“Supreme Court of ~~Chicago v~~ NY”). ~~Bank~~ The complaint relates to a $275 million credit default swap referencing the super senior portion of ~~America~~the ~~Funding~~STACK ~~Corporation et~~2006-1 alcollateralized debt obligation. The complaint ~~alleges~~asserts ~~that~~claims ~~defendants~~for ~~made~~common ~~untrue~~law ~~statements~~fraud, fraudulent inducement and ~~material~~fraudulent ~~omissions~~concealment inand alleges that the ~~sale~~Company tomisrepresented ~~plaintiff~~the risks of a ~~number~~the ~~of mortgage~~STACK ~~pass~~2006-1 ~~through~~collateralized ~~certificates~~debt ~~backed~~obligation byto ~~securitization~~CDIB, ~~trusts~~and ~~containing~~that ~~residential~~the ~~mortgage~~Company ~~loans. The total~~knew ~~amount~~that the assets backing the collateralized debt obligation were of ~~certificates~~poor ~~allegedly~~quality ~~sold~~when toit ~~plaintiff~~entered byinto the ~~Company~~credit indefault ~~this~~swap ~~action~~with ~~was~~ CDIB. The complaint seeks compensatory damages related to the approximately $~~203~~228 million. ~~The~~that ~~complaint~~CDIB ~~raises~~alleges ~~claims~~it ~~under Illinois~~has ~~law~~already ~~and~~lost ~~seeks,~~under ~~among~~the ~~other~~credit ~~things~~default swap, to ~~rescind the~~rescission ~~plaintiff~~of CDIB’s ~~purchase~~obligation ofto ~~such~~pay ~~certificates.~~an additional $12 million, punitive damages, equitable relief, fees and costs. On ~~March~~February 2428, 2011, the court ~~granted~~presiding ~~plaintiff~~over ~~leave~~this toaction ~~file~~denied anthe ~~amended~~Company’s motion to dismiss the complaint. Onand ~~May~~on March 2721, 2011, ~~defendants~~the ~~filed~~Company aappealed that order. On July 7, 2011, the appellate court affirmed the lower court’s decision denying the motion to dismiss. ~~the~~Based ~~amended~~on ~~complaint~~currently available information, ~~which~~the ~~motion~~Company ~~was~~believes ~~denied~~it oncould ~~September 19~~incur a loss of up to approximately $240 million plus pre- and post-judgment interest, ~~2012~~fees and costs. ~~The~~

-On 32October 15, -2010, the Federal Home Loan Bank of Chicago filed a complaint against the Company and other defendants in the Circuit Court of the State of Illinois styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. The complaint alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number

Company filed its answer on December 21, 2012. At January 25, 2013, the current unpaid balance of the mortgage pass through certificates at issue in this case was approximately $105 million, and certain certificates had begun to incur losses. Based on currently available information, the Company believes it could incur a loss up to the difference between the $105 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- ~~and~~41 ~~post~~-~~judgment interest, fees and costs. The Company may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.~~

~~On July~~of ~~18,~~mortgage ~~2011,~~pass-through ~~the~~certificates ~~Western~~backed ~~and~~by ~~Southern~~securitization ~~Life~~trusts ~~Insurance~~containing ~~Company~~residential ~~and~~mortgage ~~certain~~loans. The total ~~affiliated~~amount ~~companies~~of ~~filed~~certificates aallegedly ~~complaint against~~sold to plaintiff by the Company ~~and~~in ~~other~~this ~~defendants~~action inwas ~~the~~approximately ~~Court~~$203 ofmillion. ~~Common~~The ~~Pleas~~complaint inraises ~~Ohio,~~claims ~~styled~~under Illinois ~~Western~~law and ~~Southern~~seeks, ~~Life~~among ~~Insurance~~other ~~Company~~things, to etrescind the ~~al.~~plaintiff’s v.purchase ~~Morgan~~of ~~Stanley~~such ~~Mortgage~~certificates. ~~Capital~~On ~~Inc.~~March 24, et2011, ~~al. An~~the court granted plaintiff leave to file an amended complaint. ~~was~~The Company filed its answer on ~~April~~December 221, 2012. ~~and~~On ~~alleges~~December ~~that~~13, ~~defendants~~2013, ~~made~~the ~~untrue~~court ~~statements~~entered ~~and~~an ~~material~~order ~~omissions~~dismissing inall ~~the~~claims ~~sale~~related to ~~plaintiffs~~one of ~~certain~~the ~~mortgage~~securitizations ~~pass~~at ~~through~~issue. ~~certificates~~At ~~backed~~December by25, ~~securitization~~2013, ~~trusts~~the ~~containing~~current ~~residential~~unpaid ~~mortgage~~balance ~~loans. The amount~~ of the ~~certificates~~mortgage ~~allegedly~~pass-through ~~sold~~certificates toat ~~plaintiffs~~issue byin ~~the~~this ~~Company~~action was approximately $~~153~~94 million~~. The~~, ~~amended~~and ~~complaint~~certain ~~raises~~certificates ~~claims~~had ~~under the~~incurred ~~Ohio~~actual ~~Securities~~losses ~~Act,~~of ~~federal~~approximately ~~securities~~$1 ~~laws,~~million. ~~and~~Based ~~common~~on ~~law~~currently ~~and~~available ~~seeks~~information, ~~among~~the ~~other~~Company ~~things,~~believes it could incur a loss in this action up to ~~rescind~~the difference between the ~~plaintiffs’~~$94 ~~purchases~~million unpaid balance of ~~such~~these certificates~~. On~~ ~~May 21,~~(plus ~~2012,~~any ~~the~~losses ~~Company~~incurred) ~~filed~~and atheir ~~motion~~fair tomarket ~~dismiss~~value at the ~~amended~~time ~~complaint,~~of ~~which~~a ~~motion~~judgment ~~was~~against ~~denied~~the onCompany, ~~August 3~~plus pre- and post-judgment interest, ~~2012~~fees and costs. The ~~court~~Company ~~has~~may ~~set~~be aentitled ~~trial~~to ~~date~~be indemnified for some of ~~November~~these ~~2013. At~~losses ~~January~~and ~~25,~~to ~~2013,~~an ~~the~~offset ~~current~~for ~~unpaid~~interest ~~balance~~received ofby the ~~mortgage~~plaintiff ~~pass~~prior ~~through~~to ~~certificates~~a atjudgment.

-On 33October -25, 2010, the Company, certain affiliates and Pinnacle Performance Limited, a special purpose vehicle (“SPV”), were named as defendants in a purported class action related to securities issued by the SPV in Singapore, commonly referred to as Pinnacle Notes. The case is styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et al. and is pending in the United States District Court for the Southern District of New York (“SDNY”). An amended complaint was filed on October 22, 2012. The court denied defendants’ motion to dismiss the amended complaint on August 22, 2013 and granted class certification on October 17, 2013. On October 30, 2013,

~~issue~~- in42 ~~this case was approximately $123 million, and certain certificates had begun to incur losses.~~-

~~Based~~defendants onfiled ~~currently~~a ~~available~~petition ~~information,~~for permission to appeal the ~~Company~~court’s ~~believes~~decision itgranting ~~could~~class ~~incur~~certification. On January 31, 2014, plaintiffs filed a ~~loss~~second upamended tocomplaint. The ~~the~~second ~~difference~~amended ~~between~~complaint alleges that the ~~$123~~defendants ~~million~~engaged ~~unpaid~~in ~~balance~~a offraudulent ~~these~~scheme ~~certificates~~to ~~(plus~~defraud ~~any~~investors ~~losses~~by ~~incurred)~~structuring the Pinnacle Notes to fail and ~~their~~benefited ~~fair~~subsequently ~~market~~from ~~value~~the atsecurities’ failure. In addition, the ~~time~~second ofamended acomplaint ~~judgment~~alleges ~~against~~that the ~~Company,~~securities’ ~~plus~~offering ~~post-judgment~~materials contained material misstatements or omissions regarding the securities’ underlying assets and the alleged conflicts of interest, ~~fees~~between the defendants and ~~costs~~the investors. The ~~Company~~second ~~may~~amended becomplaint ~~entitled~~asserts tocommon anlaw ~~offset~~claims ~~for~~of ~~interest~~fraud, ~~received~~aiding byand abetting fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the ~~plaintiff~~implied ~~prior~~covenant toof agood ~~judgment~~faith and fair dealing. Plaintiffs seek damages of approximately $138.7 million, rescission, punitive damages, and interest.

On ~~September~~ 2,July 5, 2011, Allstate ~~the~~Insurance ~~Federal~~Company ~~Housing~~and ~~Finance~~certain ~~Agency (“FHFA”), as conservator for Fannie Mae~~of ~~and~~its ~~Freddie~~affiliated ~~Mac,~~ entities filed 17a ~~complaints against numerous financial services companies, including the Company. A~~ complaint against the Company ~~and other defendants was filed~~ in the Supreme Court of NY, ~~NY County,~~ styled Allstate ~~Federal~~Insurance ~~Housing Finance Agency~~Company, aset ~~Conservator~~al. v. Morgan Stanley, et al. ~~The~~An amended complaint was filed on September 9, 2011 and alleges that defendants made untrue statements and material omissions in ~~connection with~~ the sale to ~~Fannie~~plaintiff ~~Mae and Freddie Mac~~ of ~~residential~~ certain mortgage pass -through certificates ~~with~~backed anby ~~original~~securitization ~~unpaid~~trusts ~~balance~~containing ofresidential ~~approximately~~mortgage ~~$11 billion~~loans. The ~~complaint~~total ~~raises~~amount ~~claims~~of ~~under~~certificates ~~federal~~allegedly issued and/or ~~state~~sold ~~securities~~to ~~laws~~plaintiffs ~~and~~by ~~common~~the ~~law~~Company ~~and~~was ~~seeks,~~approximately ~~among~~$104 ~~other~~million. The ~~things,~~complaint ~~rescission~~raises ~~and~~common ~~compensatory~~law ~~and~~claims ~~punitive~~of ~~damages.~~fraud, Onfraudulent ~~September 26~~inducement, ~~2011,~~aiding ~~defendants~~and ~~removed~~abetting ~~the~~fraud ~~action~~and tonegligent ~~the~~misrepresentation ~~SDNY~~ and ~~on October 26~~seeks, ~~2011,~~among ~~the~~other ~~FHFA~~things, compensatory ~~moved~~and/or torecessionary ~~remand~~damages associated ~~the~~with plaintiffs’ ~~action~~purchases ~~back to the Supreme Court~~ of ~~the~~such ~~State of New York~~certificates. On ~~May~~March 1115, ~~2012~~2013, ~~plaintiff~~the ~~withdrew~~court ~~its~~denied ~~motion~~in tosubstantial ~~remand.~~part ~~On July 13, 2012,~~ the ~~Company~~defendants’ ~~filed a~~ motion to dismiss the amended complaint, which ~~motion~~order ~~was~~the ~~denied~~Company inappealed ~~large part~~ on ~~November 19~~April 11, ~~2012~~2013. ~~Trial~~On ~~is currently scheduled to begin in January 2015. At January 25~~May 3, ~~2013, the current unpaid balance of the mortgage pass through~~

- 3443 -

2013, the Company filed its answer to the amended complaint. At December 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in ~~these~~this ~~cases~~action was approximately $~~2.9~~68 ~~billion~~million, and the certificates had ~~incurred~~not ~~losses~~yet inincurred ~~excess~~actual ~~of $40 million~~losses. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $~~2.9~~68 ~~billion~~million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company may be entitled to ~~be indemnified for some of these losses and to~~ an offset for interest received by the plaintiff prior to a judgment.

On July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against the Company and other defendants in the Court of Common Pleas in Ohio, styled Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass through certificates backed by securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to plaintiffs by the Company was approximately $153 million. The amended complaint raises claims under the Ohio Securities Act, federal securities laws, and common law and seeks, among other things, to rescind the plaintiffs’ purchases of such certificates. The Company filed its answer on August 17, 2012. Trial is currently scheduled to begin in May 2015. At December 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $116 million, and the certificates had incurred actual losses of approximately $1 million. Based on currently available information, the

- 44 -

Company believes it could incur a loss in this action up to the difference between the $116 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus post-judgment interest, fees and costs. The Company may be entitled to an offset for interest received by the plaintiff prior to a judgment.

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

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

- 45 -

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

On November 4, 2011, the Federal Deposit Insurance Corporation (“FDIC”), as receiver for Franklin Bank S.S.B., filed two complaints against the Company in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation, as Receiver for Franklin Bank S.S.B. v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that the Company made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten and sold to the plaintiff by the Company in these cases was approximately $67 million and $35 million, respectively. The complaints each raised claims under both federal securities law and the Texas Securities Act and each seeks, among other things, compensatory damages associated with plaintiff’s purchase of such certificates. On March 20, 2012, the Company filed answers to the complaints in both cases. On June 7, 2012, the two cases were consolidated. On January 10, 2013, the Company filed a motion for summary judgment and special exceptions with respect to plaintiff’s claims. On February 6, 2013, the FDIC filed an amended consolidated complaint. On February 25, 2013, the Company filed a motion for summary judgment and special exceptions, which motion was denied in substantial part on April 26, 2013. On May 3, 2013, the FDIC filed a second amended consolidated complaint. Trial is

- 46 -

currently scheduled to begin in November 2014. At December 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $50 million, and the certifications had incurred actual losses of approximately $4 million. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $50 million unpaid balance of these certificates (plus and losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

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

- 47 -

and abetting fraud, and violations of the New Jersey Racketeer Influenced and Corrupt Organizations Act, and includes a claim for treble damages. On March 15, 2013, the court denied the defendants’ motion to dismiss the amended complaint. On April 26, 2013, the defendants filed an answer to the amended complaint. At December 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $648 million, and the certificates had not yet incurred actual losses. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $648 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against the Company and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 19, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by the Company or sold to plaintiff by the Company was approximately $385 million. The amended complaint raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On May 26, 2011, defendants removed the case to the

- 48 -

United States District Court for the District of Massachusetts. On October 11, 2012, defendants filed motions to dismiss the amended complaint, which was granted in part and denied in part on September 30, 2013. The defendants filed an answer to the amended complaint on December 16, 2013. At December 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $79 million, and the certificates had incurred actual losses of $0.7 million. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $79 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On September 23, 2013, plaintiffs in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against the Company and certain affiliates in the SDNY. The complaint alleges that defendants made untrue statements of material fact or omitted to state material facts in the sale to plaintiffs of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company to plaintiffs was approximately $417 million. The complaint alleges causes of action against the Company for violations of Section 11 and Section 12(a)(2) of the Securities Act of 1933, as amended, violations of the Texas Securities Act, and violations of the Illinois Securities Law of 1953 and seeks, among other things, rescissory and compensatory damages. The defendants filed a motion to dismiss the complaint on November 13,

- 49 -

2013. On January 22, 2014, the court granted defendants’ motion to dismiss with respect to claims arising under the Securities Act of 1933, as amended, and denied defendants’ motion to dismiss with respect to claims arising under Texas Securities Act and the Illinois Securities Law of 1953. At December 25, 2013, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $225 million, and the certificates had incurred actual losses of $23 million. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $225 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, plus pre- and post-judgment interest, fees and costs. The Company may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

- 3550 -

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 established public trading market for Units of the Partnership.

(b) Holders. The number of holders of Units at ~~December~~February 3128, ~~2012~~2014, was approximately 1,~~820~~340.

(c) Distributions. No distributions have been made by the Partnership since it commenced trading operations on November 2, 1994. Ceres has sole discretion to decide what distributions, if any, shall be made to investors in the Partnership. Ceres currently does not intend to make any distributions of the Partnership’s profits.

- 3651 -

Item 6. SELECTED FINANCIAL DATA (in dollars)

For the Years Ended December 31,

	2012	2011	2010	2009	2008
	2013	2012	2011	2010	2009
	$	$	$	$	$
Total Trading Results
including interest income	~~131~~85,~~727~~795	(1131,~~483,199)~~727	3(1,~~524~~483,~~667~~199)	(13,~~966~~524,~~205)~~667	6(1,~~074~~966,~~572~~205)
Net Income (Loss)	(~~650~~507,~~926~~143)	(2650,~~494,288~~926)	(2,~~323~~494,~~602~~288)	(32,~~430~~323,~~636)~~602	(3,~~338~~430,~~348~~636)
Net Income (Loss) Per
Unit (Limited & General
Partners)	(0.77)	(20.2977)	1(2.8929)	(21.~~27)~~89	1(2.8727)
Total Assets	118,~~285~~467,~~476~~444	1411,~~414~~285,~~057~~476	1914,~~740~~414,~~428~~057	2019,~~063~~740,~~502~~428	3220,~~260~~063,~~514~~502
Total Limited Partners’
Capital	108,~~917~~000,~~812~~772	1310,~~888~~917,~~123~~812	1913,~~232~~888,~~434~~123	19,~~608~~232,~~456~~434	3019,~~071~~608,~~901~~456
Net Asset Value Per Unit	1413.0629	14.8306	1714.1283	1517.2312	1715.5023

- 3752 -

Item 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of December 31, ~~2012~~2013, the percentage of assets allocated to each market sector was approximately as follows: Interest Rate 1820.4103%; Currency 50 14.2152%; Equity 1419.4852%; and Commodity 1645.9093%.

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

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

- 3853 -

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

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

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

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

- 3954 -

Results of Operations

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

SSARIS trades its Global Multi-Strategy Program on behalf of the Partnership. SSARIS’ Global Multi-Strategy program allocates to global hedged equity, global hedged fixed income, and long/short global assets. It is diversified by both style (divergent and convergent strategies) and asset class (global stocks, bonds, currencies and real assets). The hedged equity component may be composed of positions in FTSE 100, DAX 30, Nikkei 225, All Ordinaries, CAC 40, Hang Seng and S&P 500 futures indices. The hedged fixed income exposure may include British, German, Japanese, Australian and fixed income futures. Real asset exposure is diversified across energy, precious metal, base metal, financial and agricultural markets. The investment program uses a multi-determinant model to rebalance the independent strategies. The global stock and bond exposure is managed using models which interpret macroeconomic, relative value, inflation, interest rate, and price-related data. Exposure within the long/-short global asset sector is regulated by combining individual market expected return analysis with a system that asset weights each market according to relative volatility and correlation.

Altis trades its Global Futures Portfolio Program on behalf of the Partnership. It is a systematic, automated trading program that builds on the market experience of Altis’ principals and employs a unique proprietary Advanced Asset Allocator. The Advanced Asset Allocator was specifically developed to manage portfolios of derivative instruments in a robust and scalable manner. The

- 4055 -

portfolio management technology combines original, traditional and contrasting investment techniques into one complete and comprehensive trading system. Investment changes are implemented after considering their effect on the whole portfolio not just the individual markets concerned.

~~into~~C-View ~~one~~traded ~~complete~~its ~~and~~C-View ~~comprehensive~~Limited ~~trading~~Managed ~~system~~Account 3X Program at 2x leverage. ~~Investment~~C-View’s ~~changes~~program ~~are~~traded ~~implemented~~spot ~~after~~and ~~considering~~forward ~~their~~foreign ~~effect~~exchange onin the ~~whole~~interbank ~~portfolio~~market, ~~not~~non-deliverable ~~just~~forwards ~~the~~and ~~individual~~OTC ~~markets~~currency ~~concerned~~options. C-View’s approach was discretionary, based on a combination of fundamental analysis, technical analysis and market psychology. The intention was to capture profits from short to medium-term price trends while maintaining profitability in ranging markets.

~~C-View~~The ~~trades~~following ~~its~~chart ~~C-View~~sets ~~Limited~~forth ~~Managed~~the ~~Account~~percentage 3Xand ~~Program~~the atamount 2xof ~~leverage. C-View~~the Partnership’s ~~program~~net ~~trades~~assets ~~spot~~allocated ~~and~~to ~~forward~~each ~~foreign~~Trading ~~exchange~~Advisor infor the ~~interbank~~periods ~~market,~~ended ~~non-deliverable~~December ~~forwards~~31, 2013, and ~~OTC~~September ~~currency~~30, ~~options. C-View’s approach is discretionary~~2013, ~~based on a combination of fundamental analysis~~respectively, ~~technical analysis~~ and ~~market~~the ~~psychology.~~change ~~The~~during ~~intention~~the isapplicable ~~to capture profits from short to medium-term price trends while maintaining profitability in ranging markets~~period.

The following chart sets forth the percentage and the amount of the Partnership’s net assets allocated to each Trading Advisor for the period ending December 31, 2012, and September 30, 2012, respectively, and the change during the applicable period.

Trading Advisor	Allocations as of December 31, 2013 (%)	Allocations as of September 30, 2013 (%)	Allocations as of December 31, 2013($)	Allocations as of September 30, 2013 ($)	Change during the period %

SSARIS	41.54	42.80	3,390,477	3,825,859	(11.38)
Altis	58.46	57.20	4,771,826	5,112,859	(6.67)

Trading Advisor	Allocations as of December 31, 2012 (%)	Allocations as of September 30, 2012 (%)	Allocations as of December 31, 2012($)	Allocations as of September 30, 2012 ($)	Change during the period
SSARIS	34.56%	32.92%	3,832,109	4,018,358	-4.63%
Altis	36.48%	35.43%	4,045,385	4,324,511	-6.45%
C-View	28.96%	31.65%	3,211,210	3,864,166	-16.90%

The following presents a summary of the Partnership’s operations for each of the three years in the period ended December 31, 2013, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisors trade in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisors or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisors’ trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

~~The~~- ~~following~~56 presents a summary of the Partnership’s operations for each of the three years in the period ended December 31, 2012, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisors trade in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisors or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisors’ trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.-

-The 41Partnership’s results of operations set forth in the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts the Partnership trades are accounted for on a trade-date basis and marked to market on a daily basis. The difference between their original contract value and market value is recorded on the Statements of Income and Expenses as “Net change in unrealized trading profit (loss)” for open contracts, and recorded as “Net realized trading profit (loss)” when open positions are closed out. The sum of these amounts constitutes the Partnership’s trading results. The market value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day. The value of a foreign currency forward contract is based on the spot rate as of approximately 3:00 P.M. (E.T.), the close of the business day. Interest income, as well as management fees, incentive fees and brokerage fees, of the Partnership are recorded on an accrual basis.

The Partnership’s results of operations set forth in the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts the Partnership trades are accounted for on a trade-date basis and marked to market on a daily basis. The difference between their original contract value and market value is recorded on the Statements of Income and Expenses as “Net change in unrealized trading profit (loss)” for open (unrealized) contracts, and recorded as “Net realized trading profit (loss)” when open positions are closed out. The sum of these amounts constitutes the Partnership’s trading results. The market value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day. The value of a foreign currency forward contract is based on the spot rate as of approximately 3:00 P.M. (E.T.), the close of the business day. Interest income, as well as management fees, incentive fees, and brokerage fees of the Partnership are recorded on an accrual basis.

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

The Partnership recorded total trading results including interest income totaling $~~131~~85,~~727~~795 and expenses totaling $~~782~~592,~~653~~938, resulting in a net loss of $~~650~~507,~~926~~143 for the year ended December 31, ~~2012~~2013. The Partnership’s net asset value per Unit decreased from $14.8306 at December 31, ~~2011~~2012, to $1413.0629 at December 31, ~~2012~~2013. Total redemptions for the year ~~was~~were $2,~~328~~419,~~654~~258, and the Partnership’s ending capital was

- 4257 -

$118,~~088~~162,~~704~~303 at December 31, ~~2012~~2013, a decrease of $2,~~979~~926,~~580~~401 from ending capital at December 31, ~~2011~~2012, of $1411,~~068~~088,~~284~~704.

During the year, the Partnership posted a loss in net asset value as ~~profits~~losses from trading in ~~currencies~~metals, ~~stock~~energies, ~~indices~~ and ~~energies~~global ~~were~~interest rates offset bygains ~~losses~~ from trading ~~metals~~currencies, ~~agriculturals~~global ~~and~~stock ~~global~~indices, ~~interest~~and ~~rates~~agriculturals. The most significant ~~trading~~losses ~~gains~~ were ~~achieved~~incurred in ~~November~~the ~~and~~metals ~~December~~sector, ~~from~~primarily ~~short~~during ~~positions in~~ the ~~Japanese~~third ~~yen~~quarter ~~versus~~from ~~the~~short ~~U.S.~~industrial ~~dollar~~and asprecious ~~the~~metals ~~newly~~futures ~~elected~~positions ~~Liberal~~as ~~Democratic~~improving ~~Party~~economic ~~government~~data ~~pledged~~from toChina ~~increase~~pushed ~~fiscal~~industrial ~~stimulus~~metals inprices anhigher, ~~effort~~while toweaker ~~strengthen the Japanese economy~~U.S. ~~The~~economic ~~increased~~data ~~likelihood~~sent ofprecious ~~monetary~~metals ~~easing by the Bank of Japan further decreased the relative value of the yen~~higher. Within ~~Gains in~~ the ~~currency~~energy sector, losses were ~~also~~incurred ~~recorded~~primarily induring ~~July~~February from ~~short~~long positions in ~~the~~crude ~~euro~~oil asand ~~the~~its ~~value~~related ofproducts ~~the~~as ~~euro~~prices declined toon ~~the~~concerns ~~lowest~~that ~~level~~renewed ~~versus~~European ~~the~~debt ~~U.S.~~woes ~~dollar~~would inerode ~~more~~fuel ~~than~~demand. Reports ~~two~~of ~~years~~higher ~~after~~than ~~European~~expected ~~Central~~crude ~~Bank~~oil ~~President~~stockpiles ~~Mario~~in ~~Draghi said~~ the ~~currency~~U.S. ~~bloc~~also ~~faced~~negatively ~~risks~~affected ~~after~~oil ~~policy~~prices ~~makers~~for ~~cut~~February. Additional ~~interest~~losses ~~rates~~were torecorded ain ~~record~~this ~~low.~~sector Induring ~~the~~September ~~global~~from ~~stock index sector,~~ long positions in ~~U.S.~~gasoil, gasoline, and ~~Pacific~~crude ~~Rim~~oil futures ~~recorded gains in February~~ as prices ~~rose~~declined ~~amid~~over ~~positive~~concern ~~economic~~a ~~news,~~potential ~~including~~shutdown aof ~~better-than-expected~~the U.S. ~~employment~~government ~~report~~may ~~and~~reduce andemand ~~expansion~~from inthe ~~manufacturing~~world’s inlargest ~~China,~~oil ~~Europe,~~consuming ~~and~~country. Within the ~~U.S.~~global ~~Prices~~interest ~~continued~~rate tosector, ~~advance~~losses ~~after~~were ~~China~~incurred ~~cut~~primarily ~~banks’~~during ~~reserve~~September ~~requirements~~from toshort ~~fuel~~positions ~~lending~~in ~~and~~European ~~buoy~~bond ~~growth.~~futures ~~Within~~as ~~the~~prices ~~energy~~advanced ~~markets,~~after ~~gains~~European ~~were~~Central ~~achieved~~Bank ~~throughout~~President ~~the~~Mario ~~majority~~Draghi ofsaid ~~the~~he ~~first~~would ~~quarter~~consider ~~from~~additional ~~short~~stimulus ~~positions~~measures ininto ~~natural~~the ~~gas~~banking ~~futures~~system asto ~~prices~~stop ~~dropped~~borrowing ~~amid~~costs ~~ample~~from ~~inventories~~rising. The ~~and~~Partnership’s ~~mild~~losses ~~weather~~during ~~across~~ the ~~U.S.~~year ~~Additional~~were ~~gains~~offset ~~were~~by gains experienced inwithin ~~this~~the currency sector, primarily during ~~February~~January ~~from~~and ~~long~~December, ~~futures~~from short positions in ~~RBOB~~the ~~(unleaded)~~Japanese ~~gasoline~~yen ~~and~~versus ~~Brent~~the ~~crude~~U.S. ~~oil~~dollar as ~~prices~~the ~~increased~~value onof ~~concerns~~the ~~over~~yen ~~inventory~~declined ~~levels~~on ~~and~~speculation ~~rising~~the ~~tensions~~Bank inof ~~the~~Japan ~~Middle~~would ~~East.~~ease ~~The~~monetary ~~Partnership’s~~policy further. Additional gains ~~for~~in the ~~year~~currency sector were ~~offset~~achieved byin ~~losses~~May infrom ~~the~~short ~~metals~~positions ~~complex,~~in ~~agriculturals~~the ~~and~~Australian ~~global~~dollar ~~interest~~versus ~~rate~~the ~~futures~~U.S. ~~Throughout~~dollar as the ~~fourth~~value ~~quarter,~~of ~~losses~~the inAustralian ~~the~~currency ~~metals~~declined ~~sector~~after ~~were~~the ~~recorded~~Reserve ~~from~~Bank ~~long~~of ~~positions~~Australia incut ~~silver~~interest ~~and~~rates. Within ~~gold~~the ~~futures~~global stock

- 4358 -

asindex ~~prices~~sector, ~~fell on a strengthening of~~ the ~~U.S.~~most ~~dollar~~significant ~~which~~gains ~~curbed~~were ~~demand~~achieved ~~for~~in ~~the~~January, ~~precious~~April, ~~metals.~~June, ~~Losses~~and ~~were~~November ~~also experienced in October~~ from long positions in ~~zinc~~U.S. and ~~lead~~Pacific Rim equity index futures, as prices ~~declined~~rose amid ~~reports~~optimism ~~that~~central ~~stockpiles~~banks inwill ~~both~~generally ~~metals~~maintain ~~hit~~loose ~~year~~monetary ~~long~~policies ~~highs~~to ~~early~~boost ineconomic ~~the month~~growth. Within the agricultural ~~complex~~sector, ~~losses~~gains were ~~experienced~~achieved during ~~June~~December from short positions in ~~corn~~wheat futures as prices ~~climbed~~declined ~~higher~~as ~~after~~grain ~~inventories~~production ~~tumbled~~worldwide ~~the~~climbed most in 16 years, and on speculation hot, dry weather would increase stress on crops in the U.S. Additional losses were recorded in the interest rate sector during October from long positions in U.S. 5-year Treasury notes and 10-year Long Gilt futures. Prices for the U.S. interest rate futures moved lower due to arecord ~~stronger-than-expected~~levels ~~U.S.~~amid jobs report. This led to a sell-off in the bond market which dragged U.S. fixed income futures prices down. In Europe, a signal from the German government in the early stages of the fourth quarter that it would be open to a bailout of Spain reduced ~~the~~global ~~attractiveness of European debt as an investment safe haven~~demand.

The Partnership recorded total trading results including interest income totaling $(1131,~~483,199)~~727 and expenses totaling $1782,~~011~~653,~~089,~~ resulting in a net loss of $2650,~~494,288~~926 for the year ended December 31, ~~2011~~2012. The Partnership’s net asset value per Unit decreased from $1714.1283 at December 31, ~~2010~~2011, to $14.8306 at December 31, ~~2011~~2012. Total redemptions for the year ~~were~~was $2,~~877~~328,~~935~~654, and the Partnership’s ending capital was $11,088,704 at December 31, 2012, a decrease of $2,979,580 from ending capital at December 31, 2011, of $14,068,284.

~~capital~~During ~~was~~the ~~$14~~year,~~068,284~~ atthe ~~December~~Partnership 31posted a loss in net asset value as profits from trading in currencies, ~~2011~~stock indices and energies were offset by losses from trading metals, aagriculturals ~~decrease~~and global interest rates. The most significant trading gains were achieved in November and December from short positions in the Japanese yen versus the U.S. dollar as the newly elected Liberal Democratic Party government pledged to increase fiscal stimulus in an effort to strengthen the Japanese economy. The increased likelihood of ~~$5,372,223~~monetary easing by the Bank of Japan further decreased the relative value of the yen. Gains in the currency sector were also recorded in July from ~~ending~~short ~~capital~~positions atin ~~December~~the ~~31,~~euro ~~2010,~~as the value of ~~$19,440,507~~the euro declined to the lowest level versus the U.S. dollar in more than two years after European Central Bank President Mario Draghi said the currency bloc faced risks after policy makers cut interest rates to a record low. In the global

~~The~~- ~~most~~59 significant trading losses during the year were recorded within the global stock index, primarily during June, July, and August. In June, long positions in European and U.S. equity index futures resulted in losses as prices moved lower on concern about the overall pace of the global-

stock index sector, long positions in U.S. and Pacific Rim futures recorded gains in February as prices rose amid positive economic news, including a better-than-expected 44U.S. employment report and an expansion in manufacturing in China, Europe, and the U.S. Prices continued to advance after China cut banks’ reserve requirements to fuel lending and buoy growth. Within the energy markets, gains were achieved throughout the majority of the first quarter from short positions in natural gas futures as prices dropped amid ample inventories and mild weather across the U.S. Additional gains were experienced in this sector during February from long futures positions in RBOB (unleaded) gasoline and Brent crude oil as prices increased on concerns over inventory levels and rising tensions in the Middle East. The Partnership’s gains for the year were offset by losses in the metals complex, agriculturals and global interest rate futures. Throughout the fourth quarter, losses in the metals sector were recorded from long positions in silver and gold futures as prices fell on a strengthening of the U.S. dollar which curbed demand for the precious metals. Losses were also experienced in October from long positions in zinc and lead futures as prices declined amid reports that stockpiles in both metals hit year long highs early in the month. Within the agricultural complex, losses were experienced during June from short positions in corn futures as prices climbed higher after inventories tumbled the most in 16 years, and on speculation hot, dry weather would increase stress on crops in the U.S. Additional losses were recorded in the interest rate sector during October from long positions in U.S. 5-year Treasury notes and 10-year Long Gilt futures. Prices for the U.S. interest rate futures moved lower due to a stronger-than-expected U.S. jobs report. This led to a sell-off in the bond market which dragged U.S. fixed income futures prices down. In Europe, a signal from the German government in the early stages of the fourth quarter that it would be open to a bailout of Spain reduced the attractiveness of European debt as an investment safe haven.

~~economic~~- ~~recovery.~~60 Additional losses were incurred during July and August from long positions in European and U.S. equity index futures as prices dropped in response to the European debt crisis and Standard & Poor’s downgrade of the United States’ sovereign credit rating. Within the agricultural complex, losses were recorded during March from long positions in corn futures as prices fell after a U.S. Department of Agriculture report revealed increasing world stockpiles and declining U.S. exports of the crop. Further losses were recorded in long cocoa positions as prices dropped on signs that the political turmoil in the Ivory Coast that had hampered exports might be easing. Additional losses were incurred during April from long positions in cotton futures as prices declined on concern that demand may slow from China, the world’s biggest buyer of the fiber. Within the currency sector, losses were experienced during January from short positions in the British pound and euro versus the Japanese yen as the value of the British pound and euro moved higher against the yen on speculation European officials may take additional measures to counter the sovereign debt crisis, while the Standard and Poor’s reduced Japan’s credit rating over elevated fiscal deficits. Further losses were incurred in September from long positions in the New Zealand dollar versus the U.S. dollar, short positions in the British pound versus the Australian dollar, and long positions in the Australian dollar versus the Canadian dollar as the value of the New Zealand dollar and Australian dollar moved lower in tandem with declining commodity prices. Within the metals sector, losses were incurred in October from short positions in nickel, platinum, zinc, and copper as prices rose on speculation of increased demand in China. Additional losses were incurred during March from long positions in nickel, copper, and zinc futures as prices moved lower amid concern that rising energy costs associated with mounting unrest in the Middle East may slow the global economy. Lastly, modest losses were incurred within the energy sector, primarily during May, due to long futures positions in refined oil products as prices moved lower-

-The 45Partnership -recorded total trading results including interest income totaling $(1,483,199) and expenses totaling $1,011,089, resulting in a net loss of $2,494,288 for the year ended December 31, 2011. The Partnership’s net asset value per Unit decreased from $17.12 at December 31, 2010, to $14.83 at December 31, 2011. Total redemptions for the year were $2,877,935, and the Partnership’s ending capital was $14,068,284 at December 31, 2011, a decrease of $5,372,223 from ending capital at December 31, 2010, of $19,440,507.

onThe ~~speculation~~most ~~that~~significant atrading ~~weakening~~losses ~~global~~during ~~economy~~the ~~and~~year were recorded within the ~~European~~global ~~debt~~stock ~~crisis~~index, ~~may~~primarily ~~lead~~during toJune, ~~reduced~~July, ~~energy~~and ~~demand~~August. AIn ~~portion~~June, oflong ~~the~~positions ~~Partnership’s~~in European and U.S. equity index futures resulted in losses ~~for~~as ~~the~~prices ~~year~~moved ~~was~~lower ~~offset~~on byconcern ~~gains~~about ~~achieved~~the ~~within~~overall pace of the global ~~interest~~economic ~~rate~~recovery. ~~sector~~Additional losses were incurred during July, ~~August,~~ and ~~September~~August from long positions in European and U.S. ~~fixed~~equity ~~income~~index futures as prices ~~advanced~~dropped ~~higher~~in ~~throughout~~response to the ~~majority~~European debt crisis and Standard & Poor’s downgrade of the ~~third~~United ~~quarter~~States’ ~~due~~sovereign tocredit ~~concern~~rating. ~~about~~Within the ~~European~~agricultural ~~sovereign~~complex, ~~debt~~losses ~~crisis~~were ~~and~~recorded during March from long positions in corn futures as prices fell after a ~~faltering~~U.S. ~~global~~Department ~~economy~~of Agriculture report revealed increasing world stockpiles and declining U.S. exports of the crop. Further losses were recorded in long cocoa positions as prices dropped on signs that the political turmoil in the Ivory Coast that had hampered exports might be easing. Additional ~~gains~~losses were ~~achieved~~incurred during ~~May~~April from long positions in ~~U.S.~~cotton ~~fixed-income~~ futures as prices ~~increased~~declined ~~following~~on ~~reports~~concern that ~~showed~~demand might slow from China, the Uworld’s biggest buyer of the fiber.S. ~~economy~~Within ~~grew~~the ~~less~~currency ~~than~~sector, ~~forecast~~losses were experienced during January from short positions in the British pound and ~~U.S.~~euro ~~jobless~~versus ~~claims~~the ~~unexpectedly~~Japanese ~~rose.~~yen as the value of the British pound and euro moved higher against the yen on speculation European officials may take additional measures to counter the sovereign debt crisis, while Standard and

~~The~~- ~~Partnership~~61 recorded total trading results including interest income totaling $3,524,667 and expenses totaling $1,201,065, resulting in net income of $2,323,602 for the year ended December 31, 2010. The Partnership’s net asset value per Unit increased from $15.23 at December 31, 2009, to $17.12 at December 31, 2010. Total redemptions for the year were $2,692,445, and the Partnership’s ending capital was $19,440,507 at December 31, 2010, a decrease of $368,843 from ending capital at December 31, 2009, of $19,809,350.-

~~The~~Poor’s ~~most~~reduced ~~significant~~Japan’s ~~trading~~credit ~~gains~~rating over elevated fiscal deficits. Further losses were ~~experienced~~incurred in ~~the~~September ~~global~~from ~~interest~~long ~~rate~~positions ~~sector~~in ~~throughout~~the aNew ~~majority~~Zealand ofdollar versus the ~~first~~U.S. ~~nine~~dollar, ~~months~~short ofpositions in the ~~year~~British ~~from~~pound versus the Australian dollar, and long positions in ~~European,~~the ~~U.S.,~~Australian dollar versus the Canadian dollar as the value of the New Zealand dollar and ~~Japanese~~Australian ~~fixed-income~~dollar ~~futures~~moved lower in tandem with declining commodity prices. InWithin ~~this~~the metals sector, ~~prices~~losses ~~increased~~were ~~during~~incurred ~~the~~in ~~first~~October ~~quarter~~from short positions in nickel, platinum, zinc, and copper as prices rose on ~~concerns~~speculation ~~that~~of ~~lending~~increased ~~restrictions~~demand in China,. ~~possible~~Additional ~~reductions~~losses inwere ~~U.S.~~incurred ~~stimulus~~during ~~measures~~March from long positions in nickel, copper, and ~~Greece’s~~zinc ~~fiscal~~futures ~~struggles~~as prices moved lower amid concern that rising energy costs associated with mounting unrest in the Middle East might ~~stifle~~slow the global ~~economic rebound~~economy. ~~Prices~~Lastly, modest losses were ~~then~~incurred ~~pressured~~within ~~higher~~the energy sector, primarily during May, due to long futures positions in refined oil products as prices moved lower on speculation that a weakening global economy and the ~~second~~European ~~quarter~~debt ~~amid~~crisis anmight ~~unexpected~~lead ~~drop~~to reduced energy demand. A portion of the Partnership’s losses for the year was offset by gains achieved within the global interest rate sector during July, August, and September from long positions in European and U.S. ~~consumer~~fixed ~~confidence,~~income ~~increased~~futures ~~regulatory~~as ~~scrutiny~~prices advanced higher throughout the majority of the ~~financial~~third ~~industry,~~quarter ~~and~~due ~~the~~to ~~growing~~concern about the European sovereign debt crisis and a faltering global economy. ~~During~~Additional ~~the~~gains ~~third~~were ~~quarter,~~achieved ~~prices~~during ~~continued~~May tofrom ~~climb~~long ~~higher~~positions ~~due~~in toU.S. ~~concern~~fixed-income futures as prices increased following reports that showed the U.S. economy grew less than forecast and U.S. jobless claims unexpectedly rose.

-For 46an analysis of unrealized gains and losses by contract type and a further description of 2013 trading results, refer to the Partnership’s Annual Report to Limited Partners for the year ended December 31, 2013, which is incorporated by reference to Exhibit 13.01 of this Form 10-K.

European governments may struggle to repay their debt and Chinese economic growth may be slowing. Within the currency markets, gains were achieved primarily during February, March, and April from short positions in the euro versus the U.S. dollar as the value of the euro declined against the U.S. dollar amid concerns that Greece’s mounting debt burden might spread to other European nations. During March and April, additional currency gains were recorded from long positions in the Mexican peso versus the U.S. dollar as the value of the U.S. dollar fell against the Mexican peso after U.S. retail sales unexpectedly increased and a U.S. report showed jobs increased the most in three years, diminishing “safe haven” demand for the U.S. dollar. In August, further gains were achieved from long positions in the Japanese yen versus the British pound, Swiss franc, and U.S. dollar as the value of the Japanese yen increased relative to these currencies on speculation that reports might show U.S. expansion decelerated, thereby spurring investors to unwind existing carry trades. During December, additional currency gains were recorded due to short positions in the British pound versus the Australian dollar, Japanese yen, and Swiss franc as the value of the British pound declined against these currencies following lower-than-expected mortgage approval figures in the United Kingdom. Within the agricultural complex, gains were recorded primarily during March, September, and October. During March, long futures positions in live cattle and feeder cattle resulted in gains as prices rose after a U.S. Department of Agriculture report showed demand might increase as supplies shrink. In September, gains were achieved from long positions in cotton futures as prices increased on signs that global demand may outpace limited supplies. Meanwhile, gains were also recorded during December from long futures positions in the soybean complex as soybean prices reached a 28-month high amid supply concerns due to drought-like conditions in Argentina, the world’s third-biggest exporter of the crop. In the metals sector, gains were recorded primarily during March from long futures positions in nickel and copper as prices trended higher after China indicated it might boost state reserves of

- 47 -

base metals. Throughout September, October, November, and December, long futures positions in silver and gold resulted in additional gains within this sector as prices rose amid increased demand for the precious metals due to a drop in the value of the U.S. dollar, with silver futures rallying to a 30-year high and gold prices reaching a new all-time high. A portion of the Partnership’s gains for the year was offset by losses incurred within the energy markets, primarily during January, from long futures positions in crude oil and its related products as prices declined amid speculation that China’s economic activity and energy demand may ease. During May, long futures positions in crude oil and its related products resulted in additional losses as prices declined on worries that Europe’s debt troubles might slow down the global economic recovery and thereby weaken energy demand. In September, further losses were recorded in the energy markets due to short futures positions in crude oil and its related products as prices rose after positive economic indicators from the U.S., Asia, and Europe restored confidence that the economic recovery may stimulate energy demand. Within the global stock index sector, losses were experienced primarily during January, May, June, and August. In January, long positions in European, U.S., and Pacific Rim equity index futures resulted in losses as prices moved lower amid disappointing U.S. corporate earnings reports and mounting concerns over sovereign debt defaults from a number of European countries. During May and June, losses in this sector were incurred from long positions in European, U.S., and Japanese equity-index futures as prices moved lower on growing concerns that Greece’s sovereign debt crisis might spread throughout Europe. In August, additional losses were incurred from long positions in U.S. and European equity index futures as prices fell after the U.S. Federal Reserve said the pace of economic recovery is likely to be “more modest” than forecast.

- 48 -

For an analysis of unrealized gains and (losses) by contract type and a further description of 2012 trading results, refer to the Partnership’s Annual Report to Limited Partners for the year ended December 31, 2012, which is incorporated by reference to Exhibit 13.01 of this Form 10-K.

The Partnership’s gains and losses are allocated among its partners for income tax purposes.

- 62 -

Off-Balance Sheet Arrangements and Contractual Obligations.

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

Market Risk.

The Partnership is a party to financial instruments with elements of off-balance sheet market and credit risk. The Partnership trades futures contracts, options on futures and forward contracts, and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products. In entering into these contracts, the Partnership is subject to the market risk that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the positions held by the Partnership at the same time, and the Trading Advisors were unable to offset positions of the Partnership, the Partnership could lose all of its assets and the limited partners would realize a loss equal to 100% of their capital accounts.

- 49 -

In addition to the Trading Advisors’ internal controls, the Trading Advisors must comply with the Partnership’s trading policies that include standards for liquidity and leverage that must be maintained. The Trading Advisors and Ceres monitor the Partnership’s trading activities to ensure compliance with the trading policies and Ceres can require the Trading Advisors to modify positions of the Partnership if Ceres believes they violate the Partnership’s trading policies.

- 63 -

Credit Risk.

In addition to market risk, in entering into futures, forward, and options contracts, there is a credit risk to the Partnership that the counterparty on a contract will not be able to meet its obligations to the Partnership. The ultimate counterparty or guarantor of the Partnership for futures, forward and options contracts traded in the United States, and most foreign exchanges on which the Partnership trades, is the clearinghouse associated with such exchange. In general, a clearinghouse is backed by the membership of the exchange and will act in the event of non-performance by one of its members or one of its member’s customers, which should significantly reduce this credit risk. There is no assurance that a clearinghouse, exchange, or other exchange member will meet its obligations to the Partnership, and Ceres and the commodity brokers will not indemnify the Partnership against a default by such parties. Further, the law is unclear as to whether a commodity broker has any obligation to protect its customers from loss in the event of an exchange or clearinghouse defaulting on trades effected for the broker’s customers. In cases where the Partnership trades off-exchange forward contracts with a counterparty, the sole recourse of the Partnership will be the forward contract’s counterparty.

- 50 -

Ceres deals with these credit risks of the Partnership in several ways. First, Ceres monitors the Partnership’s credit exposure to each exchange on a daily basis. The commodity brokers inform the Partnership, as with all of their customers, of the Partnership’s net margin requirements for all of its existing open positions, and Ceres has installed a system which permits it to monitor the Partnership’s potential net credit exposure, exchange by exchange, by adding the unrealized trading gains on each exchange, if any, to the Partnership’s margin liability thereon.

~~Second,~~- ~~the~~64 Partnership’s trading policies limit the amount of its net assets that can be committed at any given time to futures contracts and require a minimum amount of diversification in the Partnership’s trading, usually over several different products and exchanges. Historically, the Partnership’s exposure to any one exchange has typically amounted to only a small percentage of its total net assets and on those relatively few occasions where the Partnership’s credit exposure climbs above such level, Ceres deals with the situation on a case by case basis, carefully weighing whether the increased level of credit exposure remains appropriate. Material changes to the trading policies may be made only with the prior written approval of the limited partners owning more than 50% of Units then outstanding.-

~~Third~~Second, ~~with~~the ~~respect~~Partnership’s trading policies limit the amount of its net assets that can be committed at any given time to ~~forward~~futures contracts and ~~options~~require ona ~~forward~~minimum ~~contract~~amount of diversification in the Partnership’s trading, usually over several different products and exchanges. Historically, the Partnership’s ~~trades~~exposure ~~with~~to any one exchange has typically amounted to only ~~those~~a ~~counterparties~~small ~~which~~percentage ~~Ceres,~~of ~~together~~its ~~with~~total ~~MS&Co.~~net assets and, ~~has~~on ~~determined~~those torelatively befew ~~creditworthy. The~~occasions where the Partnership’s ~~presently~~credit exposure climbs above such level, Ceres deals with ~~MS&Co.~~the assituation ~~the~~on ~~sole~~a ~~counterparty~~case onby ~~all~~case ~~trading~~basis, ofcarefully ~~foreign~~weighing ~~currency~~whether ~~forward~~the ~~contracts~~increased ~~and~~level ~~MSCG~~of ascredit ~~the~~exposure ~~sole~~remains ~~counterparty~~appropriate. Material onchanges ~~all~~to the trading policies may be made only with the prior written approval of ~~options~~the onlimited ~~foreign~~partners ~~currency~~owning ~~forward~~more ~~contracts~~than 50% of Units then outstanding.

- Third, 51with -respect to forward and options on forward contract trading, the Partnership trades with only those counterparties which Ceres, together with MS&Co., has determined to be creditworthy. The Partnership presently deals with MS&Co., as the sole counterparty on all trading of foreign currency forward contracts, and MSCG, as the sole counterparty on all trading of options on foreign currency forward contracts.

For additional information, see the “Financial Instruments” section under “Notes to Financial Statements” in the Partnership’s Annual Report to Limited Partners for the year ended December 31, ~~2012~~2013, which is incorporated by reference to Exhibit 13.01 of this Form 10-K.

Inflation has not been a major factor in the Partnership’s operations.

- 65 -

Fair Value Measurements and Disclosures.

~~Effective~~On ~~January~~October 1, 2012, the ~~Partnership~~Financial ~~adopted~~Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) ~~2011~~2012-04, “~~Amendments~~Technical Corrections and Improvements”, which makes minor technical corrections and clarifications to ~~Achieve~~Accounting ~~Common~~Standards Codification (“ASC”) 820, “Fair Value ~~Measurement~~Measurements and ~~Disclosure~~Disclosures”. ~~Requirements~~When the FASB issued Statement 157 (codified in ~~U.S.~~ASC ~~GAAP~~820), ~~and~~it ~~International~~conformed ~~Financial~~the ~~Reporting~~use ~~Standards~~of (the term “~~IFRS~~fair value”~~). The~~ ~~amendments~~in ~~within~~certain ~~this~~pre-Codification standards but not others. ASU ~~change~~2012-04 conforms the ~~wording~~term’s ~~used~~use tothroughout ~~describe~~the ~~many~~ASC of“to fully reflect the fair value measurement and disclosure requirements” inof UASC 820.S. ~~GAAP~~The ~~for~~ASU ~~measuring~~also ~~fair~~amends ~~value and~~the ~~for~~requirements ~~disclosing~~that ~~information~~must ~~about~~be ~~fair~~met ~~value~~for ~~measurements~~an investment company to ~~eliminate~~qualify ~~unnecessary~~for ~~wording~~the ~~differences~~exemption ~~between~~from ~~U.S.~~presenting ~~GAAP~~a ~~and~~statement ~~IFRS~~of cash flows. ~~However~~ Specifically, ~~some~~it ofeliminates the ~~amendments~~requirements ~~clarify~~that ~~the~~substantially ~~Financial~~all ~~Accounting~~of ~~Standard~~an ~~Board~~entity’s ~~(“FASB”)~~investments ~~intent~~be ~~about~~carried ~~the~~at ~~application~~“market ~~of existing fair~~ value” ~~measurement~~and ~~requirements~~that ~~and~~the ~~other~~investments ~~amendments~~be ~~change~~highly aliquid. ~~particular~~Instead, ~~principle~~it orrequires ~~requirement~~substantially ~~for~~all ~~measuring~~of ~~fair~~the ~~value~~entity’s orinvestments ~~for~~to ~~disclosing~~be ~~information~~carried ~~about~~at “fair value” ~~measurements. This~~and ~~new~~classified ~~guidance~~as ~~did~~Level ~~not~~1 ~~have~~or aLevel ~~significant~~2 ~~impact~~measurements onunder ~~the~~ASC ~~Partnership’s financial statements~~820.

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

- 5266 -

~~quoted~~In ~~market~~certain ~~prices~~cases, ~~that~~the ~~are~~inputs ~~observable~~used ~~for~~to ~~the~~measure ~~asset~~fair orvalue ~~liability,~~may ~~either~~fall ~~directly~~into ordifferent ~~indirectly~~levels ~~(including~~of ~~quoted~~the ~~market~~fair ~~prices~~value ~~for~~hierarchy. In ~~similar~~such ~~investments~~cases, ~~interest~~an ~~rates,~~investment’s ~~and~~level ~~credit~~within ~~risk);~~the ~~and~~fair ~~Level~~value 3hierarchy –is ~~unobservable~~based ~~inputs~~on ~~for~~ the ~~asset~~lowest orlevel ~~liability~~of ~~(including~~input that is significant to the fair value measurement. The Partnership’s ~~own~~assessment ~~assumptions~~of ~~used~~the insignificance ~~determining~~of a particular input to the fair value measurement in its entirety requires judgment, and consideration of ~~investments)~~factors specific to the investment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The Partnership’s assets and liabilities measured at fair value on a recurring basis are summarized in the following tables by the type of inputs applicable to the fair value measurements.

December 31, 2012	Unadjusted Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
December 31, 2013	Unadjusted Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Assets
Futures	~~270~~511,~~741~~577	–	n/a	~~270~~511,~~741~~577
Forwards	–	70,236	n/a	70,236
Total Assets	511,577	–	n/a	511,577
Total Assets	270,741	70,236	n/a	340,977
Liabilities
Futures	~~195~~200,~~393~~698	–	n/a	~~195~~200,~~393~~698
Forwards	–	40,258	n/a	40,258
Options Written	31,915	–	n/a	31,915
Options Written	22,859	–	n/a	22,859
Total Liabilitis	232,613	–	n/a	232,613
Total Liabilities	218,252	40,258	n/a	258,510
Unrealized currency gain				889,621
Unrealized currency gain				876,453
*Net fair value	278,964	–	n/a	1,168,585
*Net fair value	52,489	29,978	n/a	958,920

- 5367 -

December 31, 2011	Unadjusted Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
December 31, 2012	Unadjusted Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Assets
Futures	~~472~~270,~~189~~741	–	n/a	~~472~~270,~~189~~741
Forwards	–	2070,~~656~~236	n/a	2070,~~656~~236
Options Purchased	–	814	n/a	814
Total Assets	270,741	70,236	n/a	340,977
Total Assets	472,189	21,470	n/a	493,659
Liabilities
Futures	~~137~~195,~~777~~393	–	n/a	~~137~~195,~~777~~393
Forwards	–	2940,~~153~~258	n/a	2940,~~153~~258
Total Liabilities	137,777	29,153	n/a	166,930
Options written	22,859	–	n/a	22,859
Unrealized currency gain				894,862
Total Liabilities	218,252	40,258	n/a	258,510
* Net fair value	334,412	(7,683)	n/a	1,221,591
Unrealized currency gain				876,453
*Net fair value	52,489	29,978	n/a	958,920

* This amount comprises of the “Total net unrealized gain on open contracts” and “Options ~~purchased” and “Options~~ written” on the Statements of Financial Condition.

During the twelve months ended December 31, ~~2012~~2013 and ~~2011~~2012, there were no Level 3 assets and liabilities and there were no transfers of assets or liabilities between Level 1 and Level 2.

Derivatives and Hedging

The Partnership’s objective is to profit from speculative trading in Futures Interests. Therefore, the Trading Advisors for the Partnership will take speculative positions in Futures Interests where they feel the best profit opportunities exist for their trading ~~strategy~~strategies. As such, the average number of contracts outstanding in absolute ~~quantity~~quantities (the total of the open long and open short positions) has been presented as a part of the volume disclosure, as position direction is not an indicative factor in such ~~volume disclosures. With regard to foreign currency forward trades, each notional quantity amount has been converted to an equivalent contract based upon an industry convention.~~

- 5468 -

Asvolume ~~of December 31, 2012, approximately 59~~disclosures.~~16%~~ With ofregard ~~the~~to ~~Partnership’s~~foreign ~~total~~currency ~~investments~~forward ~~are~~trades, ~~futures~~each ~~contracts~~notional ~~which~~quantity ~~are~~amount ~~exchange-traded~~has ~~while~~been ~~approximately~~converted ~~40.84%~~to ~~are~~an ~~forward~~equivalent ~~contracts~~contract ~~which~~based ~~are~~upon ~~off-exchange~~an ~~traded~~industry convention.

~~The~~On ~~following~~January ~~tables~~1, ~~summarize~~2013, the ~~valuation~~Partnership adopted ASU 2011-11, “Disclosure about Offsetting Assets and Liabilities” and ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. ASU 2011-11 created a new disclosure requirement about the ~~Partnership~~nature of an entity’s ~~investments~~rights asto ofsetoff ~~December~~and 31the related arrangements associated with its financial instruments and derivative instruments, ~~2012~~while ASU 2013-01 clarified the types of instruments and transactions that are subject to the offsetting disclosure requirements established by ASU 2011,-11. Entities ~~respectively~~are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective of these disclosures is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards. The new guidance did not have a significant impact on the Partnership’s financial statements.

As of December 31, 2013, 100% of the Partnership’s total investments are futures contracts which are exchange-traded.

The following tables summarize the valuation of the Partnership’s investments as of December 31, 2013 and 2012, respectively.

- 69 -

Offsetting of Derivative Assets and Liabilities as of December 31, 2013:

	Gross Amounts Recognized	Gross Amounts Offset in the Statements of Financial Condition	Net Amounts Presented in the Statements of Financial Condition
	$	$	$
Assets
Futures	511,577	(200,698)	310,879

Total Assets	511,577	(200,698)	310,879

Liabilities
Futures	(200,698)	200,698	–

Total Liabilities	(200,698)	200,698	–

Unrealized currency gain			889,621

Total net unrealized gain on
open contracts			1,200,500

Gross amounts not offset in the

Statements of Financial Condition

	Financial Instruments	Cash Collateral Received	Net Amount
	$	$	$
Liabilities
Options written	(31,915)	–	(31,915)

Total Liabilities	(31,915)	–	(31,915)

Total			(31,915)

Net fair value			1,168,585

- 70 -

Offsetting of Derivative Assets and Liabilities as of December 31, 2012:

	Gross Amounts Recognized	Gross Amounts Offset in the Statements of Financial Condition	Net Amounts Presented in the Statements of Financial Condition
	$	$	$
Assets
Futures	270,741	(195,393)	75,348
Forwards	70,236	(40,258)	29,978

Total Assets	340,977	(235,651)	105,326

Liabilities
Futures	(195,393)	195,393	–
Forwards	(40,258)	40,258	–

Total Liabilities	(235,651)	235,651	–

Unrealized currency gain			876,453

Total net unrealized gain on
open contracts			981,779

Gross amounts not offset in the

Statements of Financial Condition

	Financial Instruments	Cash Collateral Received	Net Amount
	$	$	$
Liabilities
Options written	(22,859)	–	(22,859)

Total Liabilities	(22,859)	–	(22,859)

Total			(22,859)

Net fair value			958,920

- 71 -

The Effect of Trading Activities on the Statements of Financial Condition as of December 31, 2013:

Futures and Forward Contracts	Long Unrealized Gain	Long Unrealized Loss	Short Unrealized Gain	Short Unrealized Loss	Net Unrealized Gain	Average number of contracts outstanding for the year (absolute quantity)
	$	$	$	$	$

Commodity	35,708	(122,067)	152,026	(8,002)	57,665	201
Equity	84,250	(157)	19,206	(28,030)	75,269	54
Foreign currency	117,601	(2,295)	27,474	(1,286)	141,494	705
Interest rate	10,679	(37,679)	64,633	(1,182)	36,451	298
Total	248,238	(162,198)	263,339	(38,500)	310,879

Unrealized currency gain					889,621
Total net unrealized gain on open contracts					1,200,500

		Average number of contracts outstanding
		for the year
Option Contracts at Fair Value	$	(absolute quantity)
Options purchased	–	1
Options written	(31,915)	10

The Effect of Trading Activities on the Statements of Financial Condition as of December 31, 2012:

Futures and Forward Contracts	Long Unrealized Gain	Long Unrealized Loss	Short Unrealized Gain	Short Unrealized Loss	Net Unrealized Gain/(Loss)	Average number of contracts outstanding for the year (absolute quantity)
	$	$	$	$	$

Commodity	15,953	(74,679)	34,996	(23,285)	(47,015)	195
Equity	51,479	(8,381)	15,186	(15,625)	42,659	46
Foreign currency	125,101	(46,320)	53,721	(28,930)	103,572	892
Interest rate	44,541	(18,952)	–	(19,479)	6,110	405
Total	237,074	(148,332)	103,903	(87,319)	105,326

Unrealized currency gain					876,453
Total net unrealized gain on open contracts					981,779

- 72 -

		Average number of contracts outstanding
		for the year
Option Contracts at Fair Value	$	(absolute quantity)
Options purchased	–	1
Options written	(22,859)	14

-The 55following -tables summarize the net trading results of the Partnership for the years ended December 31, 2013, 2012, and 2011, respectively.

The Effect of Trading Activities on the Statements of ~~Financial~~Income ~~Condition~~and asExpenses offor ~~December~~the years ended December 31, 2013, 2012, and 2011, included in Total Trading Results:

Futures and Forward Contracts	Long Unrealized Gain	Long Unrealized Loss	Short Unrealized Gain	Short Unrealized Loss	Net Unrealized Gain	Average number of contracts outstanding for the year (absolute quantity)
	$	$	$	$	$
Commodity	26,687	(42,619)	281,332	(69,359)	196,041	233
Equity	10,832	(5,231)	3,176	(1,161)	7,616	39
Foreign currency	22,399	(18,270)	54,621	(21,149)	37,601	1,920
Interest rate	72,718	(4,626)	21,080	(4,515)	84,657	277
Total	132,636	(70,746)	360,209	(96,184)	325,915
Unrealized currency gain					894,862
Total net unrealized gain on open contracts					1,220,777

		Average number of contracts outstanding
		for the year
Option Contracts at Fair Value	$	(absolute quantity)
Options purchased	814	1
Options written	–	1

The following tables summarize the net trading results of the Partnership for the years ended December 31, 2012, 2011, and 2010, respectively.

The Effect of Trading Activities on the Statements of Income and Expenses for the years ended December 31, 2012, 2011, and 2010, included in Total Trading Results:

December 31,

	2012	2011	2010
	2013	2012	2011
Type of Instrument	$	$	$
Commodity	(~~261~~813,~~829~~691)	(~~864~~261,~~562~~829)	~~176~~(864,~~977~~562)
Equity	~~224~~330,~~150~~825	~~(965~~224,~~779)~~150	(~~119~~965,~~010~~779)
Foreign currency	~~171~~604,~~401~~077	~~(735~~171,~~607)~~401	1(735,~~416,646~~607)
Interest rate	6(54,~~538~~064)	16,~~137,203~~538	21,~~032~~137,~~378~~203
Unrealized currency loss	(18,409)	(61,781)	(34,349)
Unrealized currency gain (loss)	13,168)	(18,409)	(61,781)
Proceeds from Litigation	–	–	29,602
Total	80,315	121,851	(1,490,526)
Total	121,851	(1,490,526)	3,502,244

-Line 56Items -on the Statements of Income and Expenses for the years ended December 31, 2013, 2012, and 2011:

Line Items on the Statements of Income and Expenses for the years ended December 31, 2012, 2011, and 2010:

December 31,

	2012	2011	2010
	2013	2012	2011
Trading Results	$	$	$
Net realized	~~370~~(129,~~013~~286)	(1370,~~151,478)~~013	3(1,~~283~~151,~~491~~478)
Net change in unrealized	~~(248~~209,~~162)~~601	(~~339~~248,~~048~~162)	~~189~~(339,~~151~~048)
Proceeds from Litigation	–	–	29,602
Total	80,315	121,851	(1,490,526)
Total	121,851	(1,490,526)	3,502,244

Other Pronouncements

OnIn ~~October~~June 12013, ~~2012,~~ the FASB issued ASU ~~2012~~2013-0408, “~~Technical~~Financial ~~Corrections~~Services ~~and~~– ~~Improvements”,~~Investments ~~which~~Companies ~~makes~~(Topic ~~minor~~946): ~~technical~~Amendments ~~corrections and clarifications~~ to ~~Accounting~~the ~~Standards Codification (“ASC”) 820~~Scope, ~~“Fair~~Measurement ~~Value Measurements~~ and ~~Disclosures~~Disclosure Requirements”. ASU ~~When~~2013-08 ~~the~~changes ~~FASB issued Statement 157 (codified in ASC 820), it conformed~~ the ~~use~~approach ofto the ~~term~~investment ~~“fair~~company ~~value”~~assessment, inrequires ~~certain pre~~non-~~Codification~~controlling ~~standards~~ownership ~~but~~interests ~~not~~in ~~others.~~other ~~ASU~~investment ~~2012-04~~companies ~~conforms the term’s use throughout the ASC “~~to ~~fully~~be ~~reflect~~measured ~~the~~at fair value, ~~measurement~~ and ~~disclosure~~requires ~~requirements”~~additional ofdisclosures ~~ASC~~about ~~820. The ASU also amends~~ the ~~requirements~~investment ~~that~~company’s ~~must~~status beas ~~met for~~ an investment company ~~to qualify for the exemption from presenting a statement of cash flows~~. The ~~Specifically,~~amendments itare ~~eliminates~~effective ~~the~~for ~~requirements~~interim ~~that substantially all of an entity’s investments be carried at “market value”~~ and ~~that~~annual ~~the~~reporting ~~investments~~periods bebeginning ~~highly~~after ~~liquid.~~December ~~Instead~~15, it2013. The ~~requires~~Partnership ~~substantially~~is ~~all~~currently ofevaluating the ~~entity’s~~impact ~~investments~~this topronouncement bewould ~~carried~~have aton ~~“fair~~the ~~value”~~financial ~~and classified as Level 1 or Level 2 measurements under ASC 820~~statements. ~~The amendments are effective for fiscal periods beginning~~

~~after~~- ~~December~~73 ~~15, 2012. The adoption of this ASU will not have a significant impact on the Partnership’s financial statements.~~-

In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities”, which creates a new disclosure requirement about the nature of an entity’s rights of setoff and the related arrangements associated with its financial instruments and derivative instruments.

- 57 -

Subsequently in January 2013, the FASB issued ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”, which clarifies the types of instruments and transactions that are subject to the offsetting disclosure requirements established by ASU 2011-11. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective of these disclosures is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Partnership would also provide the disclosures retrospectively for all comparative periods presented. The Partnership is currently evaluating the impact that these pronouncements would have on the financial statements.

In October 2011, the FASB issued a proposed ASU intended to improve and converge financial reporting by setting forth consistent criteria for determining whether an entity is an investment company. Under longstanding U.S. GAAP, investment companies carry all of their investments at fair value, even if they hold a controlling interest in another company. The primary changes being proposed by the FASB relate to which entities would be considered investment companies as well as certain disclosure and presentation requirements. In addition to the changes to the criteria for determining whether an entity is an investment company, the FASB also proposes that an investment company would be required to consolidate another investment company if it holds a controlling

- 58 -

financial interest in the entity. In August 2012, the FASB updated the proposed ASU to state that entities regulated under Investment Company Act of 1940 should qualify to be investment companies within the proposed investment company guide. The Partnership will evaluate the impact that this proposed update would have on the financial statements once the pronouncement is issued.

Subsequent Events

Management of Ceres performed its evaluation of subsequent events through the date of filing, and has determined that there were no subsequent events requiring adjustment of or disclosure in the financial statements other than those disclosed below.

Effective April 1, 2014, the flat rate brokerage fees for the Partnership shall be reduced from 4.60% per annum (paid monthly) to 3.60% per annum (paid monthly) of the Partnership’s net assets.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Introduction

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

The futures, forwards and options on such contracts traded by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s open positions, and consequently in its earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of exchange-traded futures,

~~unrealized, and cash flow. Gains and losses on open positions of exchange~~-~~traded~~ ~~futures,~~74 ~~exchange~~-~~traded~~

exchange-traded 59forward, and exchange-traded futures-styled options contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts and forward currency options contracts are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency options contracts are settled on an agreed upon settlement date.

forward, and exchange-traded futures-styled options contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts and forward currency options contracts

are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency options contracts are settled upon an agreed upon settlement date.

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

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

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

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

- 6075 -

Quantifying the Partnership’s Trading Value at Risk

The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act ~~of 1933~~ and Section 21E of the ~~Securities~~ Exchange Act ~~of 1934~~). 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.

deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

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

~~VaR~~The isPartnership’s arisk ~~measure~~exposure ofin the ~~maximum~~market ~~amount~~sectors ~~which~~traded by the ~~Partnership~~Trading ~~could~~Advisors ~~reasonably~~is beestimated ~~expected~~below ~~to lose~~ in aterms ~~given~~of ~~market sector~~VaR. ~~However,~~Please note that the ~~inherent~~VaR ~~uncertainty~~model ofis ~~the~~used ~~Partnership’s~~to ~~speculative~~numerically ~~trading~~quantify market risk for historic reporting purposes only and is not utilized by either Ceres or the Trading Advisors in their daily risk management activities.

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

- 6176 -

~~Exchange~~to ~~maintenance~~date ~~margin~~(i.e., ~~requirements~~“risk ~~have been used by the Partnership as the measure~~ of ~~its VaR~~ruin”). ~~Maintenance~~In ~~margin~~light ~~requirements~~of ~~are~~the ~~set~~foregoing byas ~~exchanges~~well toas ~~equal or exceed~~ the ~~maximum~~risks ~~losses~~and ~~reasonably~~uncertainties ~~expected~~intrinsic to beall ~~incurred~~future inprojections, the ~~fair~~inclusion ~~value~~ of ~~any~~the ~~given~~quantification ~~contract~~ in ~~95%~~this -section ~~99%~~should ofnot ~~any~~be ~~one-day~~considered ~~interval. Maintenance~~to ~~margin~~constitute ~~has~~any ~~been~~assurance ~~used~~or ~~rather~~representation ~~than~~that the ~~more~~Partnership’s ~~generally~~losses ~~available~~in ~~initial~~any ~~margin,~~market ~~because~~sector ~~initial~~will ~~margin~~be ~~includes~~limited ato ~~credit~~VaR ~~risk~~or ~~component,~~by ~~which~~the isPartnership’s ~~not~~attempts ~~relevant~~ to ~~VaR~~manage its market risk.

Exchange maintenance margin requirements have been used by the Partnership as the measure of its VaR. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% - 99% of any one-day interval. Maintenance margin has been used, rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to VaR.

The Partnership’s Value at Risk in Different Market Sectors

The following tables indicate the trading VaR associated with the Partnership’s open positions by market category as of December 31, ~~2012~~2013 and ~~2011~~2012 and the highest, lowest and average values during the twelve ~~months ended December 31, 2012 and 2011. All open position trading risk exposure of the Partnership have been included in calculating the figures set forth below.~~

Asmonths ofended December 31, 2013 and 2012,. All open position trading risk exposures of the Partnership’s ~~total~~have ~~capitalization~~been ~~was~~included ~~approximately~~in ~~$11~~calculating ~~million~~the figures set forth below.

- 77 -

As of December 31, 2013, the Partnership’s total capitalization was approximately $8 million.

December 31, 2013

Primary Market		% of
Risk Category	VaR	Total Capitalization

Currency	$144,789	1.77%

Interest Rate	199,714	2.45%

Equity	194,643	2.38%

Commodity	458,011	5.61%

Total	$997,157	12.21%

Twelve Months Ended December 31, 2013

Market Sector	High VaR	Low VaR	Average VaR*
Currency	$1,257,051	$86,546	$413,356
Interest Rate	$335,151	$88,478	$210,785
Equity	$428,986	$120,099	$245,028
Commodity	$661,121	$237,533	$452,755
*Average of month-end VaR.

- 78 -

As of December 31, 2012 the Partnership’s total capitalization was approximately $11 million.

December 31, 2012

Primary Market		% of
Risk Category	VaR	Total Capitalization

Currency	$763,363	6.88%

Interest Rate	279,895	2.52%

Equity	220,060	1.98%

Commodity	256,920	2.32%

Total	$1,520,238	13.70%

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Twelve Months Ended December 31, 2012

Market Sector	High VaR	Low VaR	Average VaR*
Currency	$1,052,602	$349,709	$614,261
Interest Rate	$386,693	$178,106	$284,830
Equity	$254,758	$104,401	$181,818
Commodity	$506,740	$193,941	$374,444
*Average of month-end VaR.

As of December 31, 2011 the Partnership’s total capitalization was approximately $14 million.

December 31, 2011

Primary Market		% of
Risk Category	VaR	Total Capitalization
Currency	$522,600	3.71%
Interest Rate	236,878	1.68%
Equity	114,767	0.82%
Commodity	424,384	3.02%
Total	$1,298,629	9.23%

Twelve Months Ended December 31, 2011

Market Sector	High VaR	Low VaR	Average VaR*
Currency	$1,897,024	$140,764	$452,072
Interest Rate	$524,034	$111,250	$201,138
Equity	$432,915	$47,306	$98,639
Commodity	$578,250	$59,025	$267,371
*Average of month-end VaR.

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Limitations on Value at Risk as an Assessment of Market Risk

VaR models permit estimation of a portfolio’s aggregate market risk exposure, incorporating a range of varied market risks, reflect risk reduction due to portfolio diversification or hedging activities, and can cover a wide range of portfolio assets. However, VaR risk measures should be viewed in light of the methodology’s limitations, which include, but may not be limited to, the following:

·	past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements;

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·	changes in portfolio value caused by market movements may differ from those of the VaR model;

·	VaR results reflect past market fluctuations applied to current trading positions while future risk depends on future positions;

·	VaR using a one-day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and

·	the historical market risk factor data used for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements.

Non-Trading Risk

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

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

- 64 -

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

- 80 -

manages its primary market risk exposures – constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Partnership’s primary market risk exposures, as well as the strategies used and to be used by Ceres and the Trading Advisors for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation, and many other factors could result in material losses, as well as in

material changes to the risk exposures and the risk management strategies of the Partnership. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The Trading Advisors, in general, tend to utilize trading system(s) to take positions when market opportunities develop, and Ceres anticipates that the Trading Advisors will continue to do so.

-The 65following -were the primary trading risk exposures of the Partnership at December 31, 2013 by market sector. It may be anticipated, however, that these market exposures will vary materially over time.

Equities. The ~~following~~Partnership’s ~~were~~primary ~~the~~equity ~~primary~~exposure ~~trading~~is to equity price risk ~~exposures~~in ofthe G-8 countries. The stock index futures traded by the Partnership atare limited to futures on broadly based indices. As of December 31, ~~2012~~2013, bythe ~~market~~Partnership’s ~~sector.~~primary Itexposures ~~may~~were bein ~~anticipated~~the S&P 500 (U.S.), ~~however~~Nikkei 225 (Japan), ~~that~~NASDAQ ~~these~~100 ~~market~~(U.S.) ~~exposures~~and ~~will~~FTSE ~~vary~~100 ~~materially~~(U.K.) ~~over~~stock ~~time~~indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major European, Pacific Rim, and North American indices. (Static

~~Currencies. The~~- ~~Partnership’s~~81 currency exposure is to exchange rate fluctuations, primarily fluctuations which 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 General Partner does not anticipate that the risk profile of the Partnership’s currency sector will change significantly in the future.-

Interest Rates. Interest rate movements directly affect the price of the futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-8 countries. However, the Partnership/Funds also take futures positions on the government debt of smaller nations — e.g., Australia and New Zealand.

Equities. The Partnership’s primary equity exposure is to equity price risk in the G-8 countries. The stock index futures traded by the Partnership are limited to futures on broadly based indices. As of December 31, 2012 the Partnership’s primary exposures were in the S&P 500 (U.S.), TOPIX (Japan), AOI (Australia) and DAX (Germany) stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major European, Pacific Rim, and North American indices. (Static

- 66 -

markets would not cause major market changes but would make it difficult for the Partnership to avoid being “whipsawed” into numerous small losses.)

~~Commodities~~Interest Rates. Interest rate movements directly affect the price of the futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially affect the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-8 countries. However, the Partnership/Funds may also take futures positions on the government debt of smaller nations — e.g., Australia and New Zealand.

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 General Partner does not anticipate that the risk profile of the Partnership’s currency sector will change significantly in the future.

Commodities:

Metals. The Partnership’s primary metal market exposure as of December 31, 2013 was to fluctuations in the price of aluminum, lead, zinc, and gold.

Grains. The Partnership’s trading risk exposure in the grains is primarily to agricultural price movements, which are often directly affected by severe or unexpected weather conditions. The

- 82 -

soybean complex, wheat, and corn accounted for the majority of the Partnership’s grain exposure as of December 31, 2013.

Energy. The Partnership’s primary energy market exposure is to natural gas and oil price movements, often resulting from political developments in the Middle East and weather conditions. 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~~Softs. The Partnership’s ~~primary~~trading ~~metal~~risk ~~market~~ exposure asin ofthe ~~December~~soft 31commodities is to agricultural-related price movements, ~~2012~~which ~~was~~are tooften ~~fluctuations~~directly inaffected ~~the~~by ~~price~~severe ofor ~~copper,~~unexpected ~~nickel~~weather conditions. Coffee, ~~zinc~~sugar, ~~lead~~ and ~~gold~~cocoa accounted for the majority of the Partnership’s soft commodities exposure as of December 31, 2013.

~~Softs~~Livestock. The Partnership’s ~~trading~~primary risk exposure in ~~the~~livestock ~~soft commodities~~ is to ~~agricultural-related~~fluctuations ~~price~~in ~~movements~~cattle ~~which are often directly affected by severe or unexpected weather conditions. Sugar, cocoa~~ and ~~cotton~~hog ~~accounted for the majority of the Partnership’s soft commodities exposure as of December 31, 2012~~prices.

Grains. The Partnership’s trading risk exposure in the grains is primarily to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Wheat, the soybean complex, and corn accounted for the majority of the Partnership’s grain exposure as of December 31, 2012.

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

Qualitative Disclosures Regarding Means of Managing Risk Exposure

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

- 83 -

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

- 68 -

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements are incorporated by reference to the Partnership's Annual Report, which is filed as Exhibit 13.01 hereto.

Supplementary data specified by Item 302 of Regulation S-K:

Summary of Quarterly Results (Unaudited)

	Total Trading Results	Net	Net Income/
Quarter Ended	including interest income	Income/(Loss)	(Loss) Per Unit
2013
March 31	$172,629	$5,601	$ — *
June 30	472,161	316,589	0.43
September 30	(679,850)	(823,676)	(1.19)
December 31	120,855	(5,657)	(0.01)
Total	$85,795	$(507,143)	$(0.77)
2012
March 31	$116,257	$(96,250)	$(0.11)
June 30	(103,568)	(303,205)	(0.34)
September 30	337,586	144,391	0.15
December 31	(218,548)	(395,862)	(0.47)
Total	$131,727	$(650,926)	$(0.77)
2011
March 31	$(1,198,698)	$(1,484,693)	$(1.32)
June 30	(532,962)	(791,911)	(0.74)
September 30	524,689	283,582	0.26
December 31	(276,228)	(501,266)	(0.49)
Total	$(1,483,199)	$(2,494,288)	$(2.29)

* Value less than or equal to zero.

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

- 6984 -

Item 9A. CONTROLS AND PROCEDURES

Under the supervision and with the participation of the management of Ceres, ~~at the time this annual report was filed,~~ Ceres’ President (Ceres’ principal executive officer) and Chief Financial Officer (Ceres’ principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, ~~2012~~2013. The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that information the Partnership is required to disclose in the reports that the Partnership files or submits under the Exchange Act are recorded, processed, ~~and~~ summarized and reported within the time period specified in the applicable rules and forms. Based on this evaluation, the President and Chief Financial Officer of Ceres have concluded that the disclosure controls and procedures of the Partnership were effective at December 31, ~~2012~~2013.

Management’s Report on Internal Control Over Financial Reporting

· Ceres is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in ~~Rule~~Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Ceres has assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, ~~2012~~2013. In making this assessment, Ceres used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, in Internal Control-Integrated Framework. Ceres has concluded that, as of December 31, ~~2012~~2013, the Partnership’s internal control over financial reporting is effective based on these criteria. This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This annual report does not include an attestation report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting pursuant to SEC rules that permit the Partnership, as a non-accelerated filer, to provide only management’s report in this annual report.

- 7085 -

accounting firm regarding internal control over financial reporting pursuant to SEC rules that permit the Partnership as a non-accelerated filer, to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

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

Limitations on the Effectiveness of Controls

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

Item 9B. OTHER INFORMATION

None.

- 7186 -

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Partnership has no officers or directors and its affairs are managed by its General Partner. Investment decisions are made by the Trading Advisors.

The officers and directors of the General Partner are Alper Daglioglu (President and Director), Alice Lonero (Chief Financial Officer), Colbert Narcisse (Director), Harry Handler (Director), Patrick T. Egan (Director), Craig Abruzzo (Director) and Jeremy Beal (Chairman of the Board of Directors of the General Partner). 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) MSSBH, 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.

~~officers~~Directors ~~and directors~~ of the General Partner are ~~Walter~~responsible ~~Davis~~for ~~(President~~overall ~~and~~corporate ~~Chairman~~governance of the ~~Board~~General ofPartner ~~Directors), Damian George (Chief Financial Officer~~ and ~~Director),~~meet ~~Colbert~~periodically ~~Narcisse~~to ~~(Director),~~consider ~~Douglas~~strategic J.decisions ~~Ketterer~~regarding ~~(Director),~~the ~~Harry~~General ~~Handler~~Partner’s ~~(Director), Patrick T~~activities. Under ~~Egan~~CFTC ~~(Director)~~rules, ~~Alper~~each ~~Daglioglu (~~Director) ~~and~~of ~~Craig~~the ~~Abruzzo~~General ~~(Director).~~Partner ~~Each~~is ~~director~~deemed ~~holds~~to ~~office~~be ~~until~~a ~~the~~principal ~~earlier~~ of ~~his~~the orGeneral ~~her~~Partner ~~death~~and, ~~resignation~~as ora ~~removal. Vacancies~~result, onis ~~the~~listed ~~board~~as ofsuch ~~directors~~with ~~may be filled by either (i)~~ the ~~majority~~NFA. Alper ~~vote of the remaining directors or (ii) MSSBH~~Daglioglu, asPatrick ~~the sole member of the General Partner~~T. ~~The~~ ~~officers~~Egan, ofAlice ~~the~~Lonero ~~General~~and ~~Partner~~Jeremy ~~are~~Beal ~~designated~~serve byon the General Partner’s ~~board~~Investment ofCommittee ~~directors. Each officer will hold office until his or her successor is designated~~ and ~~qualified~~are orthe ~~until~~trading ~~his~~principals orresponsible ~~her~~for ~~death,~~allocation ~~resignation or removal~~decisions.

~~Directors~~- of87 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 the NFA. Walter Davis, Damian George, Patrick T. Egan and Alper Daglioglu serve on the General Partner’s Investment Committee and are the trading principals responsible for allocation decisions.-

-Alper 72Daglioglu, age 37, has been a Director, and listed as a principal, of the General Partner since December 2010. He was appointed President of the General Partner in August 2013. Mr. Daglioglu was also appointed Deputy Chief Investment Officer for the Alternative Investments Group at Morgan Stanley Smith Barney LLC, a financial services firm, in August 2013. Since December 2010, Mr. Daglioglu has been employed by Morgan Stanley Smith Barney LLC where his responsibilities include serving as Executive Director and Chief Investment Officer for Morgan Stanley Smith Barney Managed Futures and serving on the Alternative Investments Product Review Committee of Morgan Stanley Smith Barney LLC’s Alternative Investments Group. From June 2009 through December 2010, Mr. Daglioglu was employed by Morgan Stanley Smith Barney LLC, where his responsibilities included serving as a Senior Analyst in the Product Origination Group. From December 2003 through June 2009, Mr. Daglioglu was employed by Morgan Stanley, a financial services firm, where his responsibilities included serving as a Senior Analyst in the Product Origination Group, and serving as the lead investment analyst for Global Macro and Managed Futures strategies within Morgan Stanley Graystone Research Group from February 2007 through June 2009. Mr. Daglioglu earned his Bachelor of Science degree in Industrial Engineering in June 2000 from Galatasaray University and his Master of Business Administration degree in Finance in May 2003 from the University of Massachusetts-Amherst’s Isenberg School of Management. Mr. Daglioglu was awarded a full merit scholarship and research assistantship at the Center for International Securities and Derivatives Markets during his graduate studies. In this capacity, he worked with various major financial institutions in performance monitoring, asset allocation and statistical analysis projects and specialized on alternative approaches to risk assessment for hedge funds and managed futures. Mr. Daglioglu wrote and published numerous research papers on alternative investments. Mr. Daglioglu is a Chartered Alternative Investment Analyst charter holder.

~~Walter~~- ~~Davis, age~~88 48, has been President and Chairman of the Board of Directors of the General Partner since June 2010, where his responsibilities include oversight of the General Partner’s funds and accounts. Since June 2010, Mr. Davis has been a principal and registered as an associated person of the General Partner, and is an associate member of the NFA. Since December 2012, Mr. Davis has been registered as a swap associated person of General Partner. Since June 2009, Mr. Davis has been employed by Morgan Stanley Wealth Management, a financial services firm, where his responsibilities include serving as a Managing Director and the Director of the Managed Futures Department. Since June 2009, Mr. Davis has been registered as an associated person of Morgan Stanley Wealth Management. From May 2006 through June 2010, Mr. Davis served as President and Chairman of the Board of Directors of Demeter Management LLC (“Demeter”), a registered commodity pool operator, where his responsibilities included oversight of Demeter’s funds and accounts. From May 2006 through December 2010, Mr. Davis was listed as a principal of Demeter, and from July 2006 through December 2010, Mr. Davis was registered as an associated person of Demeter. From April 2007 through June 2009, Mr. Davis was employed by MS&Co., a financial services firm, where his responsibilities included serving as the Managing Director and the Director of the Managed Futures Department. From April 2007 through June 2009, Mr. Davis was registered as an associated person of MS&Co. From August 2006 through April 2007, Mr. Davis was employed by Morgan Stanley DW Inc., a financial services firm, where his responsibilities included serving as a Managing Director and the Director of the Managed Futures Department. From August 2006 through April 2007, Mr. Davis was registered as an associated person of Morgan Stanley DW Inc. From September 1999 through August 2006, Mr. Davis was employed by MS&Co., a financial services firm, where his responsibilities included oversight of the sales and marketing of MS&Co.’s managed futures funds to-

-Alice 73Lonero -(nee Ng), age 31, has been employed by Morgan Stanley Smith Barney LLC, a financial services firm, since July 2009, where her responsibilities have included serving as Vice President and managing the accounting, financial reporting and regulatory reporting of managed futures funds. Ms. Lonero was appointed as Chief Financial Officer of the General Partner effective as of September 13, 2013, and has been listed as a principal since October 2013. Before joining Morgan Stanley Smith Barney LLC, Ms. Lonero was employed by Citigroup Alternative Investments, a financial services firm, from September 2005 through July 2009, where her responsibilities included serving as Vice President responsible for the accounting, financial reporting and regulatory reporting of Citigroup Alternative Investments’ managed futures funds. From August 2004 through September 2005, Ms. Lonero was employed by The Bank of New York, a financial services firm, where her responsibilities included performing mutual fund administration for financial services firms. Ms. Lonero earned her Bachelor of Science in Finance in 2004 from the State University of New York at Binghamton.

~~high~~Jeremy ~~net~~Beal, ~~worth~~age ~~and~~39, ~~institutional~~has ~~investors~~been onChairman of the Board of Directors and listed as a ~~global~~principal ~~basis. From~~of ~~January~~the ~~1992~~General ~~through~~Partner ~~September~~since ~~1999,~~August Mr2013. ~~Davis~~Since ~~was~~May ~~employed~~2013, byMr. ~~Chase~~Beal ~~Manhattan~~has ~~Bank’s~~been ~~Alternative~~employed ~~Investment~~by ~~Group~~Morgan Stanley, ana ~~alternative~~financial ~~investment~~services ~~group~~firm, where his responsibilities ~~included~~include ~~marketing~~serving ~~managed~~as ~~futures~~the ~~funds~~Head toof ~~high~~Product ~~net~~Strategy ~~worth~~and ~~investors~~Development, asGlobal ~~well~~Alternative asInvestments. ~~developing~~Mr. Beal has been a Vice President and ~~structuring~~Director ~~managed~~since ~~futures~~June ~~funds. Mr.~~2013, ~~Davis~~and ~~earned~~listed ~~his~~as ~~Bachelor~~a principal since July 2013, of ~~Arts~~Morgan ~~degree~~Stanley inGWM ~~Economics~~Feeder inStrategies ~~May~~LLC, ~~1987~~which ~~from~~acts ~~the~~as ~~University~~a ofgeneral ~~the~~partner ~~South~~to ~~and~~multiple ~~his~~alternative ~~Master~~investment ofentities. ~~Business~~Mr. ~~Administration~~Beal inhas ~~Finance~~also been a Vice President and ~~International~~Director ~~Business~~since inJune ~~May~~2013, ~~1992~~and ~~from~~listed ~~Columbia~~as ~~University~~a ~~Graduate~~principal ~~School~~since August 2013, of ~~Business.~~Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative

Damian George, age 45, has been a Director of the General Partner since November 2012. Since June 2012, Mr. George has been the Chief Financial Officer and a principal of the General Partner and is an associate member of the NFA. Mr. George has been Vice President and listed as a principal since December 2012, and registered as an associated person since January 2013, of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities, and Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. Since January 2013, each such entity has been registered as a commodity pool operator with CFTC. Mr. George is responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. Since August 2009, Mr. George has been employed by Morgan Stanley Wealth Management, a financial services firm, where his responsibilities include oversight of futures funds, budgeting, finance and Sarbanes-~~Oxley~~ ~~testing~~89 for the Alternative Investments–Managed Futures group. Since August 2009, Mr. George has been registered as an associated person of Morgan Stanley Wealth Management. From November 2005 through July 2009, Mr. George was employed by Citi Alternative Investments, a division of Citigroup-

-agent 74to -numerous hedge fund feeder funds. Since January 2013, each of Morgan Stanley GWM Feeder Strategies LLC and Morgan Stanley HedgePremier GP LLC has been registered as a commodity pool operator with the CFTC. Mr. Beal is responsible for general management and oversight with respect to such entities. Mr. Beal has also been employed by Morgan Stanley Smith Barney Private Management LLC, Morgan Stanley Smith Barney Private Management II LLC, and Morgan Stanley Smith Barney Venture Services LLC, each an investment management company, since June 2013, where his responsibilities include acting as Vice President and Director. In October 2012, Mr. Beal was appointed Chief Operating Officer of JE Moody & Company LLC (“JE Moody”), a hedge fund and commodity trading advisor, although he did not exercise all authorities associated with the role prior to his departure in May 2013. Prior to joining JE Moody, Mr. Beal was employed by Morgan Stanley Smith Barney LLC, a financial services firm, where his responsibilities included serving as Chief Operating Officer, Global Alternative Investments from July 2009 through September 2012, and acting as Head of Product Development and Management, Alternative Investments for Morgan Stanley from May 2007 through July 2009. From March 2002 through May 2007, Mr. Beal was employed by Morgan Stanley, where his responsibilities included acting as Head of Product Development, Managed Futures for Morgan Stanley from May 2005 through May 2007, and acting as Senior Associate, Managed Futures from March 2002 through May 2005. Mr. Beal earned his Bachelor of Science degree in Business Administration in May 1997 from Pacific University and his Juris Doctor and Master of Business Administration degree in May 2001 from Willamette University.

Inc., a financial services firm, which administered Citigroup Inc.’s hedge fund and fund of funds business, where he served as Director and was responsible for futures funds budgeting, finance and Sarbanes-~~Oxley~~ ~~testing~~90 for the Hedge Fund Management group. From November 2004 through July 2009, Mr. George was registered as an associated person of Citigroup Global Markets. Mr. George earned his Bachelor of Science degree in Accounting in May 1989 from Fordham University and his Master of Business Administration degree in International Finance in February 1998 from Fordham University. Mr. George is a Certified Public Accountant.-

Colbert Narcisse, age 4748, has been a Director of the General Partner since December 2011 and listed as a principal of the General Partner since February 2012. Since December 2012, Mr. Narcisse has been a Director on the Board of Directors and listed as a principal of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities, and Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. Since January 2013, each such entity has been registered as a commodity pool operator with the CFTC. Since February 2011, Mr. Narcisse has been a Managing Director at Morgan Stanley Wealth Management, a financial services firm, where his responsibilities have included serving as Head of the Alternative Investment Group, Head of the Corporate Equity Solutions Group, and Chief Operating Officer of the Investment Strategy and Client Solutions Division. From July 2009 until February 2011, Mr. Narcisse served as Chief Executive Officer of Gold Bullion International, a business services company that enables retail investors to acquire, manage and store physical precious metals through their financial advisor. From March 2009 until July 2009, Mr. Narcisse took personal leave. From August 1990 until March 2009, Mr. Narcisse was employed by Merrill Lynch & Co., Inc., a financial services firm, where his responsibilities included serving as Chief Operating Officer of Americas Investment Banking, Chief Operating Officer of the Global Wealth Management Division, and as an investment banker in both the Financial Institutions and Public Finance Groups. From July 1987 until August 1990, Mr. Narcisse was employed by the Federal Reserve Bank of New York, where his responsibilities included serving as a Bank Examiner. Additionally, Mr. Narcisse serves on the Board of Harlem RBI, as the Vice Chair of Finance for the Montclair Cooperative School Board of Trustees, as an Audit Committee Member of the New York City Housing Authority, and as a Member of the Executive Leadership Council. Mr. Narcisse received

- 7591 -

~~Merrill Lynch & Co., Inc., a financial services firm, where~~ his responsibilities included serving as Chief Operating Officer of Americas Investment Banking, Chief Operating Officer of the Global Wealth Management Division, and as an investment banker in both the Financial Institutions and Public Finance Groups. From July 1987 until August 1990, Mr. Narcisse was employed by the Federal Reserve Bank of New York, where his responsibilities included serving as a Bank Examiner. Additionally, Mr. Narcisse serves on the Board of Harlem RBI, as the Vice Chair of Finance for the Montclair Cooperative School Board of Trustees, as an Audit Committee Member of the New York City Housing Authority, and as a Member of the Executive Leadership Council. Mr. Narcisse received his Bachelor of Science degree in Finance in June 1987 from New York University. He received his Master of Business Administration degree in July 1992 from Harvard Business School.

~~Douglas~~Craig ~~J. Ketterer~~Abruzzo, age 4745, has been a Director and a principal of the General Partner since ~~December~~March ~~2010~~2013, and is an associate member of the NFA. Since ~~December~~October ~~2012~~2007, Mr. ~~Ketterer~~Abruzzo has been ~~a Director on~~ the ~~Board~~U.S. Head of ~~Directors~~Listed ~~and~~Derivatives ~~listed~~for asMS&Co., a ~~principal~~financial ofservices ~~Morgan~~firm, ~~Stanley~~where ~~GWM~~his ~~Feeder~~responsibilities ~~Strategies~~include ~~LLC,~~overseeing ~~which~~the ~~acts~~institutional asfutures acommission ~~general~~merchant ~~partner~~business. Since toMay ~~multiple~~2012, ~~alternative~~Mr. ~~investment~~Abruzzo ~~entities,~~has ~~and~~also ~~Morgan~~served ~~Stanley~~as ~~HedgePremier~~the GPGlobal ~~LLC,~~Head ~~which~~of ~~acts~~OTC asClearing afor ~~general~~MS&Co., ~~partner~~where ~~and~~his ~~administrative~~responsibilities ~~agent~~include tooversight ~~numerous~~of ~~hedge~~the ~~fund~~institutional ~~feeder~~OTC ~~funds. Since~~swap ~~January~~clearing ~~2013,~~business. ~~each~~Mr. ~~such~~Abruzzo ~~entity~~ has been ~~registered~~listed as a ~~commodity~~principal ~~pool~~of ~~operator with CFTC~~MS&Co. ~~From~~ since October ~~2003 through December~~ 2010, ~~Mr.~~and ~~Ketterer~~has ~~was~~been ~~listed~~registered as aan ~~principal~~associated person of ~~Demeter,~~MS&Co. asince ~~commodity~~July ~~pool~~2007 ~~operator,~~and ~~until~~as ~~Demeter’s~~a ~~combination~~swap ~~with~~associated ~~the~~person ~~General~~since ~~Partner~~November 2012. ~~From~~ ~~July 2010 through the present,~~ Mr. ~~Ketterer~~Abruzzo ~~has~~earned ~~been~~his ~~employed~~Bachelor byof ~~Morgan~~Arts ~~Stanley~~degree ~~Wealth~~in ~~Management,~~Political aScience ~~financial services firm, as Managing Director~~ and asEconomics ~~Head~~in ofMay ~~the~~1990 ~~U.S.~~from ~~Field~~Drew ~~Management~~University and ~~U.S.~~his ~~Private~~juris ~~Wealth~~doctor ~~Management~~degree ~~Group,~~in ~~where~~May ~~his~~1994 ~~responsibilities~~from ~~include overseeing~~ the ~~U.S.~~New ~~Private~~York ~~Wealth~~University ~~Management~~School ~~Group~~of ~~and,~~Law.

-Harry 76Handler, age -55, has been a Director of the General Partner since December 2010. Since December 2010, Mr. Handler has been registered as an associated person and listed as a principal of the General Partner, and is an associate member of the NFA. Mr. Handler was listed as a principal of Demeter from May 2005, and was registered as an associated person of Demeter from April 2006, until Demeter’s combination with the General Partner in December 2010. Mr. Handler was registered as an associated person of Morgan Stanley DW Inc., a financial services firm, from February 1984 until on or about April 2007, when, because of the merger of Morgan Stanley DW Inc. into MS&Co., he became registered as an associated person of MS&Co. due to the transfer of his original

as- of92 June 2012, Head of U.S. Field Management. From March 1990 through July 2010, Mr. Ketterer was employed by MS&Co., a financial services firm, where his responsibilities included serving as Chief Operating Officer of the Wealth Management Group and Head of the Products Group. During Mr. Ketterer’s employment at MS&Co. his responsibilities included oversight over a number of departments including the Alternative Investments Group, the Consulting Services Group, the Annuities & Insurance Department, and the Retirement & Equity Solutions Group, which offered products and services through MS&Co.’s Global Wealth Management Group. Mr. Ketterer received his Master of Business Administration degree from New York University’s Leonard N. Stern School of Business in January 1994 and his Bachelor of Science degree in Finance from the University at Albany’s School of Business in May 1987.-

~~Harry~~registration ~~Handler, age~~as ~~54,~~an ~~has~~associated ~~been~~person aof ~~Director~~Morgan ofStanley ~~the~~DW ~~General~~Inc. Mr. ~~Partner~~Handler ~~since~~withdrew ~~December~~as ~~2010~~an associated person of MS&Co. ~~Since~~ ~~December~~in ~~2010,~~June 2009. Mr. Handler has been registered as an associated person of Morgan Stanley Wealth Management since June 2009 and listed as a ~~principal~~branch ofoffice ~~the~~manager ~~General~~since ~~Partner,~~February ~~and~~2013. Mr. isHandler serves as an ~~associate~~Executive ~~member~~Director ofat Morgan Stanley Wealth Management in the ~~NFA~~Global Wealth Management Group. Mr. Handler ~~was~~works ~~listed~~in asthe aCapital ~~principal~~Markets Division and is responsible for Electronic Equity and Securities Lending. Additionally, Mr. Handler serves as Chairman of ~~Demeter~~the ~~from~~Global ~~May~~Wealth ~~2005~~Management Group’s Best Execution Committee. In his prior position, ~~and~~Mr. Handler was ~~registered~~a asSystems anDirector ~~associated~~in ~~person~~Information Technology, in charge of ~~Demeter~~Equity ~~from~~and ~~April~~Fixed ~~2006,~~Income ~~until~~Trading ~~Demeter’s~~Systems ~~combination~~along with the ~~General~~Special ~~Partner~~Products, insuch ~~December~~as ~~2010~~Unit Trusts, Managed Futures, and Annuities. Prior to his transfer to the Information Technology Area, Mr. Handler ~~was~~managed ~~registered~~the asForeign anCurrency ~~associated~~and ~~person~~Precious Metals Trading Desk of Dean Witter, a financial services firm and predecessor company to Morgan Stanley, DWfrom ~~Inc~~July 1982 until January 1984. He also held various positions in the Futures Division where he helped to build the Precious Metals Trading Operation at Dean Witter. Before joining Dean Witter, Mr. Handler worked at Mocatta Metals, a ~~financial~~precious ~~services~~metals trading firm and futures broker that was sold to Standard Charted Bank in the 1980’s, as an Assistant to the Chairman from ~~February~~March ~~1984~~1980 until June 1982. His roles at Mocatta Metals included positions on the Futures Order Entry Desk and the Commodities Exchange Trading Floor. Additional work included building a computerized Futures Trading System and writing a history of the company. Mr. Handler graduated on the Dean’s List from the University of Wisconsin-Madison with a Bachelor of Arts degree in History and Political Science.

or- ~~about~~93 ~~April 2007, when, because of the merger of Morgan Stanley DW Inc. into MS&Co., he~~-

~~became~~Patrick T. Egan, age 44, has been a Director of the General Partner since December 2010. Since December 2010, Mr. Egan has been a principal and registered as an associated person of ~~MS&Co.~~the ~~due~~General toPartner, and is an associate member of the ~~transfer~~NFA. Since September 2013, Mr. Egan has been Vice President of ~~his~~Morgan ~~original~~Stanley ~~registration~~GWM Feeder Strategies LLC, which acts as ana ~~associated~~general ~~person~~partner ofto multiple alternative investment entities, and Morgan Stanley DWHedgePremier ~~Inc~~GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. Since September 2013, Mr. ~~Handler~~Egan ~~withdrew~~has also been registered as an associated person and listed as a principal of ~~MS&Co~~each such entity. Since inJanuary 2013, each such entity has been registered as a commodity pool operator with the CFTC. Mr. Egan is responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. Since June 2011, Mr. Egan has been employed by Morgan Stanley Wealth Management, a financial services firm, where his responsibilities include serving as Executive Director and as Chief Risk Officer for Morgan Stanley Wealth Management Managed Futures. From June 2009 through June 2011, Mr. Egan was employed by Morgan Stanley Wealth Management, where his responsibilities included serving as Co-Chief Investment Officer for Morgan Stanley Wealth Management Managed Futures. Since November 2010, Mr. ~~Handler~~Egan has been registered as an associated person of Morgan Stanley Wealth Management. From ~~since~~April 2007 through June 2009, ~~and~~Mr. asEgan was employed by MS&Co., a ~~branch~~financial ~~office~~services ~~manager~~firm, ~~since~~where ~~February~~his ~~2013~~responsibilities included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From April 2007 through November 2010, 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

- 7794 -

~~Handler~~product ~~serves~~development, asdue andiligence, ~~Executive~~investment ~~Director~~analysis atand ~~Morgan~~risk ~~Stanley~~management ~~Wealth~~of ~~Management in~~ the ~~Global~~firm’s ~~Wealth~~commodity ~~Management~~pools) ~~Group. Mr.~~and ~~Handler~~later ~~works~~included inserving ~~the~~as ~~Capital~~Head ~~Markets~~of ~~Division~~Due Diligence and isManager ~~responsible~~Research for ~~Electronic~~Morgan ~~Equity and Securities Lending. Additionally, Mr. Handler serves as Chairman of the Global Wealth Management Group~~Stanley’s ~~Best~~Managed ~~Execution~~Futures ~~Committee~~Department. In From ~~his~~February ~~prior~~1998 ~~position~~through April 2007, Mr. ~~Handler~~Egan was aregistered ~~Systems~~as ~~Director~~an inassociated ~~Information~~person ~~Technology, in charge~~ of ~~Equity~~Morgan ~~and~~Stanley ~~Fixed~~DW ~~Income Trading Systems along with the Special Products, such as Unit Trusts, Managed Futures, and Annuities~~Inc. ~~Prior~~From toAugust ~~his~~1991 ~~transfer~~through toMarch ~~the Information Technology Area~~1993, Mr. ~~Handler~~Egan ~~managed~~was ~~the~~employed ~~Foreign~~by ~~Currency~~Dean ~~and~~Witter ~~Precious~~Intercapital, ~~Metals~~the ~~Trading~~asset ~~Desk~~management arm of Dean Witter, ~~a financial services firm and predecessor company to Morgan Stanley~~Reynolds, ~~from July 1982 until January 1984~~Inc. He, ~~also held various positions in the Futures Division~~ where hehis ~~helped~~responsibilities toincluded ~~build~~serving ~~the~~as ~~Precious~~a ~~Metals~~mutual ~~Trading~~fund ~~Operation~~administration ~~at Dean Witter~~associate. ~~Before joining Dean Witter,~~ Mr. ~~Handler~~Egan ~~worked~~also atserved ~~Mocatta~~as ~~Metals,~~ a ~~precious~~Director ~~metals~~from ~~trading~~November ~~firm~~2004 ~~and~~through ~~futures~~October ~~broker~~2006, ~~that~~and ~~was~~from ~~sold~~November to2006 ~~Standard~~through ~~Charted~~October ~~Bank~~2008 inof the ~~1980~~Managed Funds Association’s, asBoard anof ~~Assistant~~Directors, toa ~~the~~position ~~Chairman~~he ~~from~~was ~~March~~elected ~~1980~~to ~~until~~by ~~June~~industry ~~1982. His~~peers ~~roles~~for attwo ~~Mocatta~~consecutive ~~Metals~~two-year ~~included positions on the Futures Order Entry Desk and the Commodities Exchange Trading Floor~~terms. ~~Additional~~Mr. ~~work~~Egan ~~included~~earned ~~building~~his aBachelor ~~computerized~~of ~~Futures~~Business ~~Trading~~Administration ~~System~~degree ~~and~~with ~~writing~~ a ~~history~~concentration ofin ~~the~~Finance ~~company. Mr.~~in ~~Handler~~May ~~graduated~~1991 ~~on the Dean’s List~~ from the University of ~~Wisconsin-Madison~~Notre ~~with a Bachelor of Arts degree in History and Political Science~~Dame.

Patrick T. Egan, age 43, has been a Director of the General Partner since December 2010. Since December 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 June 2011, Mr. Egan has been employed by Morgan Stanley Wealth Management, a financial services firm, where his responsibilities include serving as Executive Director and as Chief Risk Officer for Morgan Stanley Wealth Management

- 78 -

Managed Futures. From June 2009 through June 2011, Mr. Egan was employed by Morgan Stanley Wealth Management, where his responsibilities included serving as Co-Chief Investment Officer for Morgan Stanley Wealth Management Managed Futures. Since November 2010, Mr. Egan has been registered as an associated person of Morgan Stanley Wealth Management. 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 November 2010, 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.

- 79 -

Alper Daglioglu, age 36, has been a Director and listed as a principal of the General Partner since December 2010. Since December 2010, Mr. Daglioglu has been employed by Morgan Stanley Wealth Management, a financial services firm, where his responsibilities include serving as Executive Director and Chief Investment Officer for Morgan Stanley Wealth Management Managed Futures and serving on the Alternative Investments Product Review Committee of Morgan Stanley Wealth Management’s Alternative Investments Group. From June 2009 through December 2010, Mr. Daglioglu was employed by Morgan Stanley Wealth Management, a financial services firm, where his responsibilities included serving as a Senior Analyst in the Product Origination Group. From December 2003 through June 2009, Mr. Daglioglu was employed by Morgan Stanley, a financial services firm, where his responsibilities included serving as a Senior Analyst in the Product Origination Group, and serving as the lead investment analyst for Global Macro and Managed Futures strategies within Morgan Stanley Graystone Research Group from February 2007 through June 2009. Mr. Daglioglu earned his

Bachelor of Science degree in Industrial Engineering in June 2000 from Galatasaray University and his Master of Business Administration degree in Finance in May 2003 from the University of Massachusetts-Amherst’s Isenberg School of Management. Mr. Daglioglu was awarded a full merit scholarship and research assistantship at the Center for International Securities and Derivatives Markets during his graduate studies. In this capacity, he worked with various major financial

institutions in performance monitoring, asset allocation and statistical analysis projects and specialized on alternative approaches to risk assessment for hedge funds and managed futures. Mr. Daglioglu wrote and published numerous research papers on alternative investments. Mr. Daglioglu is a Chartered Alternative Investment Analyst charterholder.

- 80 -

Craig Abruzzo, age 44, has been a Director of the General Partner since March 2013 and is an associate member of the NFA. His listing as a principal of the General Partner is currently pending. Since October 2007, Mr. Abruzzo has been the U.S. Head of Listed Derivatives for a financial services firm, where his responsibilities include overseeing the institutional futures commission merchant business. Since May 2012, Mr. Abruzzo has also served as the Global Head of OTC Clearing for MS&Co., where his responsibilities include oversight of the institutional OTC swap clearing business. Mr. Abruzzo has been listed as a principal of MS&Co. since October 2010, and has been registered as an associated person of MS&Co. since July 2007 and as a swap associated person since November 2012. Mr. Abruzzo earned his Bachelor of Arts degree in Political Science and Economics in May 1990 from Drew University and his juris doctor degree in May 1994 from the New York University School of Law.

Section 16(a) Beneficial Ownership Reporting Compliance

To the Partnership’s knowledge, all required Section 16(a) filings during the fiscal year ended December 31, ~~2012~~2013, were timely and correctly made.

Code of Ethics

The Partnership has not adopted a code of ethics that applies to the Partnership’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Partnership is operated by its general partner, Ceres. The President, Chief Financial Officer, and each member of the Board of Directors of Ceres are employees of Morgan Stanley and are subject to the code of ethics adopted by Morgan Stanley, the text of which can be viewed on Morgan Stanley’s website at http://www.morganstanley.com/individual/ourcommitment/codeofconduct. html.

- 8195 -

The Audit Committee

The Partnership is operated by its general partner, Ceres, and has no audit committee.

Item 11. EXECUTIVE COMPENSATION

The Partnership has no directors and executive officers. As a limited partnership, the business of the Partnership is managed by Ceres, which is responsible for the administration of the business affairs of the Partnership but receives no compensation for such services.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a) Security Ownership of Certain Beneficial Owners – At December 31, ~~2012~~2013, there were no persons known to be beneficial owners of more than 5 percent of the Units.

(b) Security Ownership of Management – At December 31, ~~2012~~2013, Ceres owned 12,152.331 Units of general partnership interest, representing a 1.5498 percent interest in the Partnership.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

Refer to Note 2. Summary of Significant Accounting Policies, Note 4. Related Party Transactions, and Note 5. Trading Advisors of “Notes to Financial Statements”, in the accompanying Annual Report to Limited Partners for the year ended December 31, 2012, which is incorporated by reference to Exhibit 13.01 of this Form 10-K. In its capacity as the Partnership’s retail commodity broker, MS&Co. received

- 8296 -

Limited Partners for the year ended December 31, 2013, which is incorporated by reference to Exhibit 13.01 of this Form 10-K. In its capacity as the Partnership’s retail commodity broker, MS&Co. received commodity brokerage fees (paid and accrued by the Partnership) of $~~591~~459,~~826~~184 for the year ended December 31, ~~2012~~2013.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

MS&Co., on behalf of the Partnership, pays all accounting fees. The Partnership reimburses MS&Co. through the brokerage fees it pays, as discussed in the Notes to Financial Statements in the Annual Report to the Limited Partners for the year ended December 31, ~~2012~~2013.

(1) Audit Fees. The aggregate fees for professional services rendered by Deloitte & Touche LLP (“D&T”) in connection with their audit of the Partnership’s financial statements and review of the financial statements included in the Quarterly Reports on Form 10-Q and in connection with statutory and regulatory filings were approximately $4450,~~963~~965 for the year ended December 31, ~~2012~~2013, and $4044,~~915~~963 for the year ended December 31, ~~2011~~2012.

(2) Audit-Related Fees. None.

(3) Tax Fees. The Partnership did not pay D&T any amounts in ~~2012~~2013 and ~~2011~~2012 for professional services in connection with tax compliance, tax advice, and tax planning.

(4) All Other Fees. None.

- 8397 -

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1. Listing of Financial Statements

The following financial statements and report of independent registered public accounting firm, all appearing in the accompanying Annual Report to Limited Partners for the year ended December 31, ~~2012~~2013, are incorporated by reference to Exhibit 13.01 of this Form 10-K:

Report of Deloitte & Touche LLP, independent registered public accounting firm.

- Statements of Financial Condition, including the Condensed Schedules of Investments, as of December 31, ~~2012~~2013 and ~~2011~~2012.

- Statements of Income and Expenses and Changes in Partners' Capital for the years ended December 31, ~~2012~~2013, ~~2011~~2012, and ~~2010~~2011.

- Notes to Financial Statements.

With the exception of the aforementioned information and the information incorporated in ~~Item~~Items 7, 8, and 13, the Annual Report to Limited Partners for the year ended December 31, ~~2012~~2013, is not deemed to be filed with this report.

2. Listing of Financial Statement Schedules

No Financial Statement schedules are required to be filed with this report.

3. Exhibits

For the exhibits incorporated by reference or filed herewith to this report, refer to Exhibit Index on Pages E-1 to E-43.

- 8498 -

SIGNATURE

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.

	MORGAN STANLEY SMITH BARNEY SPECTRUM GLOBAL BALANCED L.P.
	(Registrant)
	By:	Ceres Managed Futures LLC
		(General Partner)
March 26, 2013	By:	/s/Walter Davis
March 28, 2014	By:	/s/Alper Daglioglu
		Walter Davis,
		Alper Daglioglu
		President and Director

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 dates indicated.

Ceres Managed Futures LLC

BY:	/s/	~~Walter~~Alper ~~Davis~~Daglioglu	March 2628, ~~2013~~2014
		Walter Davis, President, Director
		Alper Daglioglu, President, Director
	/s/	~~Damian~~Alice ~~George~~Lonero	March 2628, ~~2013~~2014
		Damian George, Chief Financial Officer, Principal Accounting
		Alice Lonero., Chief Financial Officer, Principal Accounting
		Officer, Director
		Officer
	/s/	Craig Abruzzo	March 2628, ~~2013~~2014
		Craig Abruzzo, Director
	/s/	~~Alper~~Patrick ~~Daglioglu~~T. Egan	March 2628, ~~2013~~2014
		Alper Daglioglu, Director
	/s/	Patrick T. Egan	March 26, 2013
		Patrick T. Egan, Director
	/s/	Harry Handler	March 2628, ~~2013~~2014
		Harry Handler, Director
	/s/	~~Douglas~~Jeremy ~~J. Ketterer~~Beal	March 2628, ~~2013~~2014
		Douglas J. Ketterer, Director
		Jeremy Beal, Director
	/s/	Colbert Narcisse	March 2628, ~~2013~~2014
		Colbert Narcisse, Director

- 8599 -

EXHIBIT INDEX

ITEM

3.01	Form of Amended and Restated Limited Partnership Agreement of the Partnership is incorporated by reference to Exhibit A of the Partnership’s Prospectus, dated May 1, 2008, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 on May 8, 2008.

3.01(a)

Amendment No. 1 to the Amended and Restated Limited Partnership Agreement of the Partnership, dated May 31, 2009, is incorporated by reference to Exhibit 3.01(a) of the Partnership’s Form 8-K (File No.0-26340) filed with the Securities and Exchange Commission on June 4, 2009.

3.02	Certificate of Limited Partnership, dated April 18, 1994, is incorporated by reference to Exhibit 3.02 of the Partnership’s Registration Statement on Form S-1 (File No. 33-80146) filed with the Securities and Exchange Commission on June 10, 1994.

3.03

Certificate of Amendment of Certificate of Limited Partnership, dated April 17, 1998 (changing its name from Dean Witter Spectrum Global Balanced L.P.), is incorporated by reference to Exhibit 3.03 of the Partnership's Form 10-K (File No. 0-26340) for the fiscal year ended December 31, 1998, filed with the Securities and Exchange Commission on March 31, 1999.

3.04

Certificate of Amendment of Certificate of Limited Partnership, dated November 1, 2001 (changing its name from Morgan Stanley Dean Witter Spectrum Global Balanced L.P.), is incorporated by reference to Exhibit 3.01 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on November 1, 2001.

3.05

Certificate of Amendment of Certificate of Limited Partnership, dated June 1, 2009, (changing the name and mailing address of the general partner of the Partnership), is incorporated by reference to Exhibit 3.05 of the Partnership’s form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on June 4, 2009.

3.06

Certificate of Amendment of Certificate of Limited Partnership, dated September 29, 2009 (changing its name from Morgan Stanley Spectrum Global Balanced L.P. to Morgan Stanley Smith Barney Spectrum Global Balanced L.P.), is incorporated by reference to Exhibit 3.06 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on October 5, 2009.

10.01

Management Agreement, dated as of November 1, 1994, among the Partnership, the General Partner, and SSARIS Advisors, LLC (formerly RXR, Inc.), is incorporated by reference to Exhibit 10.01 of the Partnership's Form 10-K (File No. 0-26340) for fiscal year ended December 31, 1998, filed with the Securities and Exchange Commission on March 31, 1999.

E-1

10.1102 Form of Subscription and Exchange Agreement and Power of Attorney to be executed by each purchaser of Units is incorporated by reference to Exhibit B of the Partnership’s Prospectus dated May 1, 2008, as filed with the Securities and Exchange Commission pursuant to Rule 424 (b)(3) under the Securities Act of 1933 on May 8, 2008.

10.1303 Escrow Agreement, dated as of July 25, 2007, among The Bank of New York, the General Partner, and Morgan Stanley & Co. Incorporated, is incorporated by reference to Exhibit 10.13 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on July 31, 2007.

10.1404 Form of Subscription Agreement Update Form to be executed by purchasers of Units is incorporated by reference to Exhibit C of the Partnership’s Prospectus, dated May 1, 2008, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 on May 8, 2008.

10.1505 Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW, dated as of October 16, 2000, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on November 1, 2001.

10.1505(a) Amendment No. 1 to the Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated July 1, 2005, is incorporated by reference to Exhibit 10.15(a) of the Partnership’s Form 10-Q (File No. 0-26340) filed with the Securities and Exchange Commission on August 12, 2005.

10.1606 Amended and Restated Commodity Futures Customer Agreement, between MS&Co. and the ~~Partnership,~~Funds ~~and~~listed ~~acknowledged~~on ~~and~~Appendix ~~agreed~~A ~~to by Morgan Stanley DW~~thereto, dated as of ~~June~~November 612, ~~2000~~2013, is incorporated by reference to Exhibit 10.0201 of the Partnership’s Form 810-KQ (File No. 0-26340) filed with the Securities and Exchange Commission on November 113, ~~2001~~2013.

10.1707 Customer Agreement between the Partnership and MSIP, dated as of May 1, 2000, is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on November 1, 2001.

10.1808 Foreign Exchange and Options Master Agreement between MS&Co. and the Partnership, dated as of April 30, 2000, is incorporated by reference to Exhibit 10.05 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on November 1, 2001.

10.1909 Securities Account Control Agreement between the Partnership and MS&Co., dated as of May 1, 2000, is incorporated by reference to Exhibit 10.03 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on November 1, 2001.

E-2

10.2010 Management Agreement, dated as of October 9, 2007, among the Partnership, the General Partner, and Altis Partners (Jersey) Limited, is incorporated by reference to Exhibit 10.20 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on October 15, 2007.

10.2010(a) Amendment No. 1 to Management Agreement among the Partnership, the General Partner, and Altis Partners (Jersey) Limited, dated as of July 28, 2008, is incorporated by reference to Exhibit 10.20(a) of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on August 1, 2008.

10.2211 Management Agreement, dated as of October 9, 2007, among the Partnership, the General Partner, and C-View International Limited, is incorporated by reference to Exhibit 10.22 of the Partnership’s Form 8-K (File No. 0-26340) filed with the Securities and Exchange Commission on October 15, 2007.

13.01 December 31, ~~2012~~2013, Annual Report to Limited Partners is filed herewith.

31.01

Certification of President of Ceres Managed Futures LLC, the general partner of the Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02

Certification of Chief Financial Officer of Ceres Managed Futures LLC, the general partner of the Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01

Certification of President of Ceres Managed Futures LLC, the general partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.02

Certification of Chief Financial Officer of Ceres Managed Futures LLC, the general partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS^

XBRL Instance Document

101.SCH^

XBRL Taxonomy Extension Schema

101.CAL^

XBRL Taxonomy Extension Calculation Linkbase

101.DEF^

XBRL Taxonomy Extension Definition Linkbase

101.LAB^

XBRL Taxonomy Extension Label Linkbase

101.PRE^

XBRL Taxonomy Extension Presentation Linkbase

E-3

^ Submitted electronically herewith.

Pursuant to applicable securities laws and regulations, the Partnership is deemed to have complied with the reporting obligation relating to the submission of interactive data files in Exhibit 101 to this report and is not subject to liability under any antiE-fraud provisions of the federal securities laws as long as the Partnership has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.3

E-4

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