UNITEDTable STATESof Contents

MORGANTable STANLEYof SMITH BARNEY CHARTER CAMPBELL L.P.Contents

DOCUMENTSTable INCORPORATEDof BY REFERENCEContents

forTable theof year ended December 31, 2014 II, III, and IVContents

TheTable General Partner, on behalf of the Partnership, has entered into a management agreement (the “Management Agreement”) with the Trading Advisor. The 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 the Management Agreement, the Partnership pays the Trading Advisor a flat-rate monthly management fee equal to 1/12th of 1.5% (a 1.5% annual rate) of the Partnership’s net assets under management by the Trading Advisor as of the first day of each month.Contents

-Table 4of -Contents

(e)Table Availableof 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 theContents

TheTable 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 Advisor regardless of the performance of the Partnership. In addition, the Partnership pays the Trading Advisor an incentive fee. In addition, the Partnership pays the ongoing administrative and operating expenses of the Partnership as such expenses are incurred.Contents

·Table The Trading Advisor, the General Partner, Morgan Stanley and its affiliates and subsidiaries may trade futures, forwards and options for their own accounts, and thereby compete with the Partnership for positions. Also, the other commodity pools managed by the General Partner and the Trading Advisor may compete with the Partnership for futures, forwards, and options positions. These conflicts can result in less favorable prices on the Partnership’s transactions. These pools may also pay lower fees, including lower commodity brokerage fees and/or commissions, than the Partnership pays. The records of any such trading will not be available for inspection by limited partners.Contents

TheTable Federal Reserve Board’s Regulation of Morgan Stanley Could Affect the Activities of the Partnership. As a bank holding company that has elected financial holding company (“FHC”) status under the Bank Holding Company Act of 1956 (“BHCA”), Morgan Stanley and its affiliates are subject to the comprehensive, consolidated supervision and regulation of the Board of Governors of the Federal Reserve System (“Federal Reserve”). A significant focus of this regulatory framework is the operation of Morgan Stanley and its subsidiaries in a safe and sound manner, with sufficient capital, earnings and liquidity that Morgan Stanley may serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the “Banks”). These Banks must remain well capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-FrankContents

2014,Table the Federal Reserve formally adopted a number of previously-issued capital planning and stress testing requirements as “enhanced prudential standards.” For bank holding companies with total consolidated assets of $50 billion or more, such as Morgan Stanley, the enhanced prudential standards include periodic capital planning and stress testing procedures, including the requirement to submit to the Federal Reserve an annual capital plan that demonstrates the holding company’s ability to maintain minimum capital levels under both baseline and stressed conditions. Bank holding companies subject to the rule were required to comply by January 1, 2015.Contents

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TheTable leverage employed by the Trading Advisor in its trading can vary substantially from month to month. This leverage, expressed as the underlying value of the Partnership’s positions compared to the average net assets of the Partnership, is anticipated to range from two times the Partnership’s net assets to ten times the Partnership’s net assets. Under certain conditions, however, the Partnership’s leverage could exceed (or be less than) such range. The amount of margin required to be deposited with respect to an individual futures contract is determined by the exchange upon which the contract is traded and the commodity broker at which the position is held and may be changed at any time.Contents

TheTable 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.Contents

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ForwardTable 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 theContents

transactionsTable 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. Swap dealers and major swap participants require the Partnership to deposit initial margin and variation margin as 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 likely result in losses to the Partnership.Contents

CentralTable 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 but could be significant and could affect a large portion of the market.Contents

SeptemberTable 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. The CFTC proposed revised position limits rules late in 2013. The comment period for the rules closed in February 2014, and the CFTC subsequently reopened comment periods for comments about certain issues related to futures and options contracts on agricultural commodities only. Those comment periods have also closed, and the date for the CFTC’s final rules is unknown. It is possible that these rules may take effect in some form. If so, these rules could have an adverse effect on the Partnership’s trading.Contents

Partner.Table The General Partner can provide no assurance that the trading program employed by the Trading Advisor will be successful. The Trading Advisor, in turn, is 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 Advisor’s 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 Advisor’s ability to manage its trading activities successfully, or may cause the Trading Advisor to cease operations entirely. This, in turn, could negatively affect the Partnership’s performance.Contents

YouTable Mayof Have Tax Liability Attributable To Your Interest in the Partnership Even If You Have Received No Distributions and Redeemed No Units and Even if theContents

ItemTable 3. LEGALof PROCEEDINGSContents

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

InTable October 2014, the Illinois Attorney General’s Office (“IL AG”) sent a letter to MS&Co. alleging that MS&Co. knowingly made misrepresentations related to RMBS purchased by certain pension funds affiliated with the State of Illinois and demanding that MS&Co. pay the IL AG approximately $88 million. MS&Co. does not agree with these allegations and has presented defenses to them to the IL AG.Contents

OnTable June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by the CFTC to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an exchange for related position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act, as amended, and CFTC Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked theContents

OnTable December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On October 18, 2010, defendants filed a motion to dismiss the action. By orders dated June 23, 2011 and July 18, 2011, the court denied defendants’ omnibus motion to dismiss plaintiff’s amended complaint and on August 15, 2011, the court denied MS&Co.’s individual motion to dismiss the amended complaint. On March 7, 2013, the court granted defendants’ motion to strike plaintiff’s demand for a jury trial. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $53 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $53 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.Contents

OnTable October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. and other defendants in the Circuit Court of the State of Illinois, styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011. The corrected amended complaint alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by MS&Co. at issue in the action was approximately $203 million. The complaint seeks, among other things, to rescind the plaintiff’s purchase of such certificates. The defendants filed a motion to dismiss the corrected amended complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. After that dismissal, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $54 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $54 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.Contents

OnTable April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and alleges that defendants made untrue statements and material omissions in the sale to the plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $385 million. The amended complaint raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On May 26, 2011, defendants removed the case to the United States District Court for the District of Massachusetts. On October 11, 2012, defendants filed motions to dismiss the amended complaint, which were granted in part and denied in part on September 30, 2013. The defendants filed an answer to the amended complaint on December 16, 2013. Plaintiff has voluntarily dismissed its claims against MS&Co. with respect to two of the securitizations at issue, such that the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. is approximately $358 million. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $65 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $65 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses andContents

OnTable September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the United States District Court for the Southern District of New York. The complaint alleges that defendants made untrue statements of material fact or omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to the plaintiff was approximately $417 million. The complaint alleges causes of action against MS&Co. for violations of Section 11 and Section 12(a)(2) of the Securities Act, 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, 2013. On January 22, 2014 the court granted defendants’ motion to dismiss with respect to claims arising under the Securities Act and denied defendants’ motion to dismiss with respect to claims arising under Texas Securities Act and the Illinois Securities Law of 1953. On November 17, 2014, the plaintiff filed an amended complaint. On December 15, 2014, defendants answered the amended complaint. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $208 million, and the certificates had incurred actual losses of $27 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $208 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.Contents

ItemTable 5.of MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESContents

ForTable theof Years Ended December 31,Contents

ThereTable areof 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.Contents

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

TheTable 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 requires 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.Contents

DuringTable the year, the Partnership posted a gain in net asset value per Unit as trading profits in global interest rates, currencies, and energies more than offset losses in the global stock indices, metals, and agriculturals sectors. The most significant gains were achieved within the global interest rate sector during January, May, August, and throughout the fourth quarter from long fixed income futures positions as prices rose amid central banks globally maintaining loose monetary policies to stimulate economic growth and stem deflation. Fixed income futures found additional support during the year as geopolitical tensions increased demand for the relative “safety” of government debt. Within the currency sector, gains were achieved primary during the last five months of the year from short positions in the Japanese yen and euro versus the U.S. dollar as diverging central bank policy paths contributed to a strengthening U.S. dollar. The Bank of Japan and the European Central Bank both focused on keeping interest rates low, while the U.S. Federal Reserve indicated higher interest rates, which benefited the Fund’s short non-U.S. currency positions. In the energy complex, gains were recorded primarily during September through December from short positions in crude oil and its related contracts as prices moved lower as U.S. oil production advanced to record levels and after OPEC decided not to reduce crude oil production amid a global supply surplus. A portion of the Partnership’sContents

-Table 62of -Contents

gainsTable were recorded during November and December from short positions in the Japanese yen versus the U.S. dollar as the value of the yen fell on increased likelihood of monetary easing by the Bank of Japan. Gains were experienced within the energy markets during January and March from short positions in natural gas futures as prices dropped amid ample inventories and mild weather across the U.S. Additional gains were experienced during February from long futures positions in RBOB (unleaded) gasoline, Brent crude, and gas oil as prices increased on concerns over inventory levels and rising tensions in the Middle East.Contents

-Table 67of -Contents

-Table 69of -Contents

DerivativesTable andof HedgingContents

DecemberTable 31, of Contents

tradingTable loss. Unlike an operating company, the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership.Contents

TheTable 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.Contents

TheTable following tables indicate the trading VaR associated with the Partnership’s open positions by market category as of December 31, 2014 and 2013 and the highest, lowest and average values during the twelve months ended December 31, 2014 and 2013. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.Contents

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

Materiality,Table 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.Contents

-Table 82of -Contents

StockTable Indices. 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, 2014 the Partnership’s primary exposures were in the E-Mini S&P 500 (U.S.), E-Mini NASDAQ 100 (U.S.), OMX Stockholm 30 (Sweden) Nikkei 225 (Japan), and DAX (Germany) stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European, and Pacific Rim based indices. (Static markets would not cause major market changes but would make it difficult for the Partnership to avoid being “whipsawed” into numerous small losses.)Contents

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LimitationsTable on the Effectiveness of ControlsContents

-Table 91of -Contents

ProductTable 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.Contents

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-Table 97of -Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-K~~D.C. 20549

~~x ANNUAL~~FORM ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~10-K

~~For~~x ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~December~~13 ~~31,~~OR 15(d) ~~2014 or~~OF THE SECURITIES EXCHANGE ACT OF 1934

~~o TRANSITION~~For ~~REPORT~~the ~~PURSUANT~~fiscal TOyear ~~SECTION~~ended 13December 31, OR2015 ~~15(d)~~or ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~¨ TRANSITION ~~the~~REPORT ~~transition~~PURSUANT TO ~~period~~SECTION ~~from~~13 ~~__________________to__________________~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number:~~transition ~~000-50064~~period from to

~~MORGAN~~Commission ~~STANLEY~~file ~~SMITH~~number: ~~BARNEY~~000-50064 ~~CHARTER CAMPBELL L.P. (Exact name of registrant as specified in its charter)~~

	Delaware	01-0710311
	State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
Ceres Managed Futures LLC
522 Fifth Avenue
New York, NY		10036
(Address of principal executive offices)		(Zip Code)

MORGAN STANLEY SMITH BARNEY CHARTER CAMPBELL L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code	(855) 672-4468
Delaware		01-0710311
Securities registered pursuant to Section 12(b) of the Act:
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
Title of each class	Name of each exchange
Ceres Managed Futures LLC
	on which registered
522 Fifth Avenue
None	None
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 Tx

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: $2322,~~635~~595,~~101~~133 at June 30, ~~2014~~2015.

As of February 28 29, ~~2015~~2016, 1,~~974~~774,~~162~~475.~~270~~344 Limited Partnership Units were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

(See Page 1)

~~INDEX~~MORGAN TOSTANLEY ~~ANNUAL~~SMITH ~~REPORT~~BARNEY ONCHARTER ~~FORM~~CAMPBELL ~~10-K~~L.P.

~~December~~INDEX ~~31,~~TO ~~2014~~ANNUAL REPORT ON FORM 10-K

~~DOCUMENTS~~December 31, ~~INCORPORATED~~2015 ~~BY REFERENCE …………………………………………………………… 1~~

Part I.
DOCUMENTS INCORPORATED BY REFERENCE			1
Item 1.	Business	2-6
Part I.
Item 1A.	Risk Factors	6-35
Item 1.		Business	2-4
Item 1B.	Unresolved Staff Comments	35
Item 1A.		Risk Factors	5-18
Item 2.	Properties	36
Item 1B.		Unresolved Staff Comments	18
Item 3.	Legal Proceedings	36-54
Item 2.		Properties	19
Item 4.	Mine Safety Disclosures	54
Item 3.		Legal Proceedings	19-26
Part II.
Item 4.		Mine Safety Disclosures	26
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	55
Part II.
Item 6.	Selected Financial Data	56
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57-76
Item 6.		Selected Financial Data	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	76-85
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	29-35
Item 8.	Financial Statements and Supplementary Data	85-86
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk	36-41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	86
Item 8.		Financial Statements and Supplementary Data	42
Item 9A.	Controls and Procedures	86-88
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	43
Item 9B.	Other Information	88
Item 9A.		Controls and Procedures	43
Part III.
Item 9B.		Other Information	43
Item 10.	Directors, Executive Officers and Corporate Governance	89-103
Part III.
Item 11.	Executive Compensation	103
Item 10.		Directors, Executive Officers and Corporate Governance	44-47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	103
Item 11.		Executive Compensation	47
Item 13.	Certain Relationships and Related Transactions, and Director Independence	103-104
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 14.	Principal Accountant Fees and Services	104
Item 13.		Certain Relationships and Related Transactions, and Director Independence	48
Part IV.
Item 14.		Principal Accountant Fees and Services	48
Item 15.	Exhibits, Financial Statement Schedules	105
Part IV.
Item 15.		Exhibits, Financial Statement Schedules	49

~~Portions~~DOCUMENTS ofINCORPORATED ~~the~~BY ~~following~~REFERENCE ~~documents are incorporated by reference as follows:~~

~~Documents~~Portions Incorporated Part of ~~Form~~the ~~10-K~~following documents are incorporated by reference as follows:

Annual Report to Morgan Stanley

~~Charter~~- ~~Series~~1 ~~Limited~~- ~~Partners~~

-PART 1I -

~~PART~~Item 1. BUSINESS I

~~Item~~(a) General Development of Business. Morgan Stanley Smith Barney Charter Campbell L.P. (the “Partnership”) is a Delaware limited partnership organized in 2002 to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products (collectively, “Futures Interests”). The Partnership commenced trading operations on October 1, 2002. ~~BUSINESS~~ The Partnership is one of the Morgan Stanley Charter Series of funds, comprised of the Partnership, Morgan Stanley Smith Barney Charter WNT L.P. and Morgan Stanley Smith Barney Charter Aspect L.P.

~~(a)~~Ceres ~~General~~Managed ~~Development~~Futures ofLLC, ~~Business. Morgan~~a ~~Stanley~~Delaware ~~Smith~~limited ~~Barney~~liability ~~Charter~~company, ~~Campbell~~acts ~~L.P.~~as (the general partner (“~~Partnership~~Ceres”) isor athe ~~Delaware~~“General Partner”) ~~limited~~and ~~partnership~~commodity ~~organized~~pool inoperator ~~2002~~of tothe ~~engage~~Partnership. ~~primarily~~Ceres inis ~~the~~a ~~speculative~~wholly-owned ~~trading~~subsidiary of ~~futures~~Morgan ~~contracts,~~Stanley ~~options~~Smith onBarney ~~futures~~Holdings ~~and~~LLC ~~forward~~(“MSSBH”). ~~contracts,~~MSSBH ~~and~~is ~~forward~~wholly-owned ~~contracts~~indirectly onby ~~physical~~Morgan ~~commodities~~Stanley. ~~and~~Prior ~~other~~to ~~commodity interests~~June 28, ~~including~~2013, Citigroup ~~but~~Inc. ~~not~~was ~~limited~~the ~~to,~~indirect ~~foreign~~minority ~~currencies,~~owner ~~financial~~of ~~instruments,~~MSSBH. ~~metals,~~Morgan ~~energy,~~Stanley ~~and~~Smith ~~agricultural~~Barney ~~products~~LLC ~~(collectively,~~is ~~“Futures~~doing ~~Interests”). The~~business ~~Partnership~~as ~~commenced~~Morgan ~~trading~~Stanley ~~operations~~Wealth onManagement ~~October~~(“Morgan 1,Stanley ~~2002~~Wealth Management”). ~~The~~ ~~Partnership~~This isentity ~~one~~previously ofacted ~~the~~as ~~Morgan~~a ~~Stanley~~non-clearing ~~Charter~~commodity broker ~~Series~~for ofthe ~~funds,~~Partnership ~~comprised~~and ofcurrently acts as the ~~Partnership,~~placement ~~Morgan~~agent ~~Stanley~~(the ~~Smith~~“Placement ~~Barney~~Agent”) ~~Charter~~for ~~WNT~~the LPartnership.P. ~~and~~ Morgan Stanley ~~Smith~~Wealth ~~Barney~~Management ~~Charter~~is ~~Aspect~~a Lprincipal subsidiary of MSSBH.P.

~~Ceres~~The ~~Managed~~clearing ~~Futures~~commodity ~~LLC,~~broker afor ~~Delaware~~the ~~limited~~Partnership ~~liability~~is ~~company,~~Morgan ~~acts~~Stanley & asCo. ~~the~~LLC ~~general partner~~ (“~~Ceres~~MS&Co.”). orMS&Co. also acts as the counterparty ~~“General~~on ~~Partner”)~~all ~~and~~trading ~~commodity~~of ~~pool~~foreign ~~operator~~currency ~~for~~forward ~~the~~contracts. ~~Partnership~~MS&Co. ~~Ceres~~ is a wholly-owned subsidiary of Morgan Stanley. ~~Smith~~Campbell & ~~Barney~~Company, ~~Holdings~~Inc. ~~LLC~~ (the “~~MSSBH~~Trading Advisor”)~~. MSSBH~~ is ~~wholly-owned~~the ~~indirectly~~trading byadvisor ~~Morgan~~to ~~Stanley. Prior~~the Partnership and manages the assets of the Partnership pursuant to ~~June~~its 28Financial, ~~2013,~~Metal ~~Citigroup~~or ~~Inc.~~Energy ~~was~~Large Portfolio, the ~~indirect~~Trading ~~minority~~Advisor’s ~~owner~~proprietary, ofsystematic ~~MSSBH~~trading program. ~~Morgan~~ ~~Stanley~~A ~~Smith~~description ~~Barney~~of ~~LLC~~the istrading ~~doing~~activities ~~business~~and asfocus ~~Morgan~~of ~~Stanley~~the ~~Wealth~~Trading ~~Management~~Advisor ~~(“Morgan~~is ~~Stanley~~included ~~Wealth~~on page ~~Management”). Morgan~~29 ~~Stanley~~under ~~Wealth~~Item 7. Management’s isDiscussion aand ~~principal~~Analysis ~~subsidiary~~of Financial Condition and Results of ~~MSSBH~~Operations.

~~The~~During ~~clearing~~June 2015, ~~commodity~~the ~~broker~~General ~~for~~Partner determined to invest a portion of the Partnership’s isexcess ~~Morgan~~cash ~~Stanley~~(the &Partnership’s ~~Co.~~assets ~~LLC~~not used for futures interest trading or required margin for such trading) in United States (“~~MS&Co~~U.S.”) Treasury bills. ~~MS&Co~~ The Partnership will receive interest on U.S. ~~also~~Treasury ~~acts~~bills asat the ~~counterparty~~relevant oncoupon ~~all~~rate. ~~trading~~There will be no change to the treatment of ~~foreign~~the ~~currency~~excess ~~forward~~cash ~~contracts~~not invested in U. ~~MS&Co~~S. Treasury bills. The General Partner intends to hold the U.S. Treasury bills until maturity, but in the event that the General Partner is required to liquidate U.S. Treasury bills before they mature, to meet redemption requests or otherwise, the Partnership may incur a loss on such U.S. Treasury bills and/or may be subject to additional fees or other costs. The General Partner will endeavor to maintain sufficient cash in the Partnership’s accounts in order to avoid early liquidation of U.S. Treasury bills. The General Partner may also invest up to all of the Partnership’s assets in money market mutual funds, including money market funds managed by Morgan Stanley or its affiliates.

-The Partnership accrued a flat rate brokerage fee that covered all brokerage fees, transaction fees and costs, and ordinary administrative expenses. Effective April 1, 2014, the flat rate brokerage fee for the Partnership was reduced from 6.0% per annum (paid monthly) to 4.0% per annum (paid monthly) of the Partnership’s net assets. Effective October 1, 2014, the flat rate brokerage fee, equal to an annual rate of 4.0% of the Partnership’s net assets, was separated into (i) a general partner administrative fee payable to the General Partner (the “General Partner fee” and formerly, the “administrative fee”) equal to an annual rate of 2.0% -of the Partnership’s net assets, and (ii) an ongoing placement agent fee payable to Morgan Stanley Wealth Management equal to an annual rate of 2.0% of the Partnership’s net assets. The October 1, 2014 fee changes, in the aggregate, did not exceed the flat rate brokerage fee and, accordingly, there was no change to the aggregate fees incurred by the Partnership.

is- a2 ~~wholly~~-~~owned~~ subsidiary of Morgan Stanley. Campbell & Company, Inc. (the “Trading Advisor”) is the trading advisor to the Partnership and manages the assets of the Partnership pursuant to its Financial, Metal or Energy Large Portfolio, the Trading Advisor’s proprietary, systematic trading program. A description of the trading activities and focus of the Trading Advisor is included on page 59 under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

InThe ~~addition~~General Partner, on behalf of the Partnership, ~~pays~~has entered into a management agreement (the “Management Agreement”) with the Trading Advisor. anThe ~~incentive~~Management ~~fee~~Agreement ~~equal~~provides tothat ~~20%~~the Trading Advisor has sole discretion in determining the investments of ~~trading~~the ~~profits~~assets ~~(if~~of ~~any)~~the ~~payable~~Partnership onallocated ato ~~monthly~~the ~~basis.~~ Trading ~~profits~~Advisor ~~represent~~by the General ~~amount~~Partner. byPursuant ~~which~~to ~~profits~~the ~~from~~Management ~~futures~~Agreement, ~~forwards~~the ~~and~~Partnership ~~options~~pays ~~trading~~the ~~exceed~~Trading ~~losses~~Advisor ~~after~~a ~~brokerage~~flat-rate ~~and~~monthly management ~~fees~~fee ~~are~~equal ~~deducted. When~~to ~~the~~1/12th ~~Trading~~of ~~Advisor~~1.5% ~~experiences~~(a ~~losses~~1.5% ~~with~~annual ~~respect~~rate) toof the Partnership’s net assets under management by the Trading Advisor as of the ~~end~~first day of aeach ~~calendar~~ month. Prior to June 1, 2014, the ~~Trading~~management ~~Advisor~~fee ~~must~~payable ~~recover~~by ~~such~~the ~~losses~~Partnership ~~before~~to the Trading Advisor iswas ~~eligible~~equal ~~for~~to an1/12th ~~incentive~~of ~~fee~~2% in(a ~~the~~2% ~~future. Cumulative~~annual ~~trading~~rate) ~~losses~~per ~~are~~month ~~adjusted~~of onnet aassets ~~pro~~allocated ~~rated~~to ~~basis~~the ~~for~~Trading Advisor on the first ~~amount~~day of each month~~’s net withdrawals~~.

-In 3addition, the Partnership pays the Trading Advisor an incentive fee equal to 20% of trading profits (if any) payable on a monthly basis. Trading profits represent the amount by which profits from futures, forwards and options trading exceed losses after brokerage, ongoing placement agent, management and General Partner’s fees, as applicable, are deducted. When the Trading Advisor experiences losses with respect to net assets as of the end of a calendar month, the Trading Advisor must recover such losses before the Trading Advisor is eligible for an incentive fee in the future. Cumulative trading losses are adjusted on a pro-rated basis for the amount of each month’s redemptions.

The current term of the Management Agreement will expire on August 31, ~~2015~~2016 and will renew annually unless terminated by the General Partner or the Trading Advisor. In general, the Management Agreement may be terminated upon notice by either party.

~~Effective~~In ~~October~~July 12015, ~~2014,~~ the ~~flat~~General ~~rate~~Partner ~~brokerage~~delegated ~~fee,~~certain ~~equal~~administrative functions to anSS&C ~~annual~~Technologies, ~~rate of 4~~Inc.0%, ofa ~~the~~Delaware ~~Partnership’s~~corporation, ~~net~~currently doing ~~assets,~~business ~~was~~as ~~separated~~SS&C ~~into~~GlobeOp (ithe “Administrator”). aPursuant ~~general~~to ~~partner~~a ~~administrative~~master ~~fee~~services ~~payable~~agreement, to the ~~General~~Administrator ~~Partner~~furnishes ~~equal~~certain toadministrative, anaccounting, ~~annual~~regulatory, ~~rate~~reporting, oftax ~~2.0%~~and ofother ~~the~~services ~~Partnership’s~~as ~~net~~agreed ~~assets,~~from ~~and~~time ~~(ii)~~to antime. In ~~ongoing~~addition, ~~placement~~the ~~agent~~Administrator ~~fee~~maintains ~~payable~~certain tobooks ~~Morgan~~and ~~Stanley~~records ~~Wealth~~of ~~Management~~the ~~equal~~Partnership. toThe anGeneral ~~annual~~Partner ~~rate~~pays ofor ~~2.0%~~reimburses of the Partnership’s, ~~net~~from ~~assets. The~~the ~~October~~General 1,Partner’s ~~2014~~ fee ~~changes~~it receives, in the ~~aggregate,~~ordinary ~~did~~administrative ~~not~~expenses ~~exceed~~of the ~~flat~~Partnership. This ~~rate~~includes ~~brokerage~~the ~~fee~~expenses ~~and,~~related ~~accordingly,~~to ~~there~~the ~~was~~engagement noof ~~change~~the toAdministrator. Therefore, the ~~aggregate~~engagement ~~fees~~of ~~incurred~~the byAdministrator did not impact the Partnership’s break-even point.

~~Effective~~The ~~June 1, 2014, the management fee payable by the~~ Partnership tobegan the ~~Trading~~year ~~Advisor~~at ~~was reduced from~~ a ~~monthly~~net ~~management~~asset ~~fee~~value ~~rate equal to 1/12th of 2% (a 2% annual rate)~~ per ~~month~~Unit of ~~net~~$12.72 ~~assets~~and ~~allocated~~decreased ~~to the Trading Advisor on the first day of each month to a monthly management fee rate equal to 1/12th of 1.~~5.03% (ato 1$12.5%08 ~~annual rate)~~ per ~~month~~Unit ofon ~~net~~December 31, ~~assets~~2015. ~~allocated~~For toa more ~~the~~detailed ~~Trading~~description ~~Advisor~~of on the ~~first~~Partnership’s ~~day~~business, ofsee ~~each~~subparagraph ~~month~~(c).

~~Effective~~- ~~April~~3 1,- ~~2014, the flat rate brokerage fee for the Partnership was reduced from 6.0% per annum (paid monthly) to 4.0% per annum (paid monthly) of the Partnership’s net assets.~~

~~The~~(b) ~~Partnership~~Financial ~~began~~Information ~~the~~about ~~year~~Segments. For atfinancial ainformation ~~net~~reporting purposes, ~~asset~~the ~~value~~Partnership ~~per~~is ~~unit~~deemed ofto ~~limited~~engage ~~partnership~~in ~~interest~~one ~~(“Unit(s)”)~~industry segment, the speculative trading of ~~$10.54~~futures, forwards, and ~~returned~~options ~~20.70%~~on tosuch ~~$12~~contracts.72 ~~per~~The ~~Unit~~relevant onfinancial ~~December~~information ~~31,~~is ~~2014. For~~presented ain ~~more~~Part ~~detailed~~II. ~~description~~Item 6. ofSelected ~~the~~Financial Data ~~Partnership's~~and ~~business,~~Item 8. ~~see~~Financial ~~subparagraph~~Statements ~~(c)~~and Supplementary Data.

(bc) ~~Financial~~Narrative ~~Information~~Description ~~about~~of ~~Segments~~Business. ~~For~~ The ~~financial information reporting purposes, the~~ Partnership is ~~deemed to engage~~ in ~~one~~the ~~industry~~business ~~segment,~~of ~~the~~ speculative trading of futures, forwards, and options on such contracts pursuant to trading instructions provided by the Trading Advisor. ~~The~~ ~~relevant~~See ~~financial~~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 ~~presented~~not inapplicable ~~Part~~to IIthe Partnership. ~~Item~~Additionally, 6.the ~~Selected~~Partnership ~~Financial~~does ~~Data~~not have any employees. The directors and ~~Item~~officers 8of the General Partner are listed in Part III. ~~Financial~~Item 10. ~~Statements~~Directors, Executive Officers and ~~Supplementary~~Corporate ~~Data~~Governance.

(cd) ~~Narrative~~Financial Information ~~Description~~about ofGeographic ~~Business~~Areas. The Partnership ishas innot ~~the~~engaged ~~business~~in ofany ~~speculative~~operations ~~trading~~in ~~of futures, forwards and options on such contracts pursuant to trading instructions provided by the Trading Advisor~~non-U. ~~See~~S. ~~Items~~countries; ~~1(a)~~however, ~~and (b) above for a complete description of~~ the Partnership’s ~~business. The information requested in Section 101~~(~~c)(i)~~ through ~~(xiii)~~the ofcommodity ~~Regulation~~brokers) ~~S-K~~enters isinto ~~not~~forward ~~applicable~~contract totransactions ~~the~~where ~~Partnership~~non-U. ~~Additionally,~~S. banks are the ~~Partnership~~contracting ~~does~~parties ~~not~~and ~~have~~trades ~~any~~futures, ~~employees. The~~forwards ~~directors~~ and ~~officers~~options ofon ~~the~~such ~~General~~contracts ~~Partner~~on ~~are listed in Part III~~non-U. ~~Item 10~~S. ~~Directors, Executive Officers and Corporate Governance~~exchanges.

(de) ~~Financial~~ Available Information ~~about Geographic Areas~~. The Partnership ~~has~~files ~~not~~an ~~engaged~~annual inreport ~~any~~on ~~operations~~Form in10-K, ~~non~~quarterly reports on Form 10-~~U.S.~~Q, ~~countries;~~current ~~however~~reports on Form 8-K, and all amendments to these reports with the ~~Partnership~~Securities and Exchange Commission (~~through~~“SEC”). You may read and copy any document filed by the ~~commodity~~Partnership ~~brokers)~~at ~~enters~~the ~~into~~SEC’s ~~forward~~Public ~~contract~~Reference ~~transactions~~Room ~~where~~at ~~non-U~~100 F Street, N.SE., ~~banks~~Washington, ~~are~~D.C. 20549. Please call the ~~contracting~~SEC ~~parties~~at ~~and~~1-800-SEC-0330 ~~trades~~for ~~futures~~information on the Public Reference Room. The Partnership does not maintain an internet website; however, ~~forwards~~the ~~and~~Partnership’s ~~options~~SEC onfilings ~~such~~are ~~contracts~~available to the public from the EDGAR database on ~~non-U~~the SEC’s website at http://www.Ssec.gov. ~~exchanges~~The Partnership’s CIK number is 0001169749.

- 54 -

~~SEC’s Public Reference Room at 100 F Street, N~~Item 1A.~~E.,~~ RISK ~~Washington,~~FACTORS 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~~This onsection includes some of the ~~SEC’s~~principal ~~website~~risks atthat ~~http://www.sec.gov. The~~investors ~~Partnership’s~~will ~~CIK~~face ~~number~~with isan ~~0001169749~~investment in the Partnership.

~~Item~~THE ~~1A.~~ UNITS IN THE PARTNERSHIP ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. ~~FACTORS~~THEY ARE SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

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

~~THE~~Single-Advisor ~~UNITS~~Funds INLack ~~THE~~the ~~PARTNERSHIP~~Diversity ~~ARE~~of ~~SPECULATIVE~~Multi-Advisor ~~AND~~Funds. The ~~INVOLVE~~Partnership Ais ~~HIGH~~managed ~~DEGREE~~by OFa ~~RISK~~single trading advisor. ~~THEY~~Therefore, ~~ARE~~the ~~SUITABLE~~Partnership ~~ONLY~~lacks ~~FOR~~the ~~PERSONS~~potential ~~WHO~~benefit ~~CAN~~of ~~AFFORD~~trading TOadvisor ~~LOSE~~diversification ~~THEIR~~available ~~ENTIRE~~in ~~INVESTMENT~~funds that are managed by more than one trading advisor.

~~Risks~~You ~~Relating~~Should toNot Rely on Past Performance of the General Partner or the Trading Advisor In Deciding To Purchase Units. The past investment performance of other entities managed by the General Partner and the Trading Advisor is not necessarily indicative of the Partnership’s future results. No assurance can be given that the General Partner will succeed in meeting the investment objectives of the Partnership. You may lose all or substantially all of your investment in the Partnership.

~~Single-Advisor~~The ~~Funds~~General ~~Lack~~Partner ~~the~~believes ~~Diversity~~that past performance of ~~Multi-~~the Trading Advisor ~~Funds. The~~may ~~Partnership~~be isof ~~managed~~interest byto ainvestors, ~~single~~but ~~trading~~encourages ~~advisor.~~you to ~~Therefore,~~look ~~the~~at ~~Partnership~~such ~~lacks~~information ~~the~~as ~~potential~~an ~~benefit~~example of ~~trading~~the ~~advisor~~objectives ~~diversification~~of ~~available~~the inPartnership ~~funds~~rather than as any indication that ~~are~~the ~~managed~~Partnership’s byobjectives ~~more~~will, ~~than~~in ~~one~~fact, ~~trading~~be ~~advisor~~achieved.

-The 6Partnership -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 monthly management fees to the Trading Advisor regardless of the performance of the Partnership. In addition, the Partnership pays the Trading Advisor an incentive fee. In addition, the Partnership pays the ongoing administrative and operating expenses of the Partnership as such expenses are incurred.

~~You~~Incentive ~~Should~~Fees ~~Not~~May ~~Rely~~be onPaid ~~Past~~by ~~Performance~~the ofPartnership Even Though the ~~General~~Partnership ~~Partner~~Sustains orTrading Losses. The Partnership pays the Trading Advisor Inan ~~Deciding~~incentive Tofee ~~Purchase~~based ~~Units~~upon the new trading profits it generates for the Partnership. ~~The~~ ~~past~~These ~~investment~~new ~~performance~~trading ofprofits ~~other~~include ~~entities~~unrealized ~~managed~~gains byon open positions. Accordingly, it is possible that the ~~General~~Partnership ~~Partner~~will pay ~~and~~an incentive fee on new trading profits that do not become realized. Also, the Trading Advisor iswill ~~not~~retain ~~necessarily~~all ~~indicative~~incentive fees paid to it, even if it incurs a subsequent loss after payment of an incentive fee. Due to the ~~Partnership’s~~fact ~~future~~that ~~results.~~incentive Nofees are ~~assurance~~paid ~~can~~monthly, beit ~~given~~is possible that an incentive fee may be paid to the ~~General~~Trading ~~Partner~~Advisor ~~will~~during ~~succeed~~a year in ~~meeting~~which the ~~investment~~assets ~~objectives~~allocated ofto the ~~Partnership~~Trading Advisor suffer a loss for the year. ~~You~~Because the Trading Advisor receives an incentive fee based on the new trading profits, the Trading Advisor may ~~lose~~have ~~all~~an orincentive ~~substantially~~to ~~all~~make ofinvestments ~~your~~that ~~investment~~are riskier than would be the case in the ~~Partnership~~absence of such an incentive fee being paid to the Trading Advisor based on new trading profits.

~~The~~- ~~General~~5 ~~Partner~~- believes that past performance of the Trading Advisor 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 Advisor rather than as any indication that the Partnership’s objectives will, in fact, be achieved.

~~Incentive~~Restricted ~~Fees~~Investment ~~May~~Liquidity bein ~~Paid~~the byUnits. There is no secondary market for the ~~Partnership~~Units, ~~Even~~and ~~Though~~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 ~~Sustains~~having ~~Trading~~sufficient assets ~~Losses~~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 later than 3:00 P. M., New York City time, on the last day of the month. The ~~Partnership~~General ~~pays~~Partner will not permit a transfer, sale, pledge or assignment of Units unless it is satisfied that the ~~Trading~~transfer, ~~Advisor~~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 ~~incentive~~association ~~fee~~or ~~based~~publicly ~~upon~~traded partnership taxable as a corporation under the ~~new~~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 7Partner -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.

~~trading profits it generates for the~~ The Partnership.’s ~~These~~Structure ~~new~~Has ~~trading~~Conflicts profits include unrealized appreciation on open positions. Accordingly, it is possible that the Partnership will pay an incentive fee on new trading profits that do not become realized. Also, the Trading Advisor will retain all incentive fees paid to it, even if it incurs a subsequent loss after payment of ~~an incentive fee~~Interest. Due to the fact that incentive fees are paid monthly, it is possible that an incentive fee may be paid to the Trading Advisor during a year in which the assets allocated to the Trading Advisor suffer a loss for the year. Because the Trading Advisor receives an incentive fee based on the new trading profits, the Trading Advisor 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 Advisor based on new trading profits.

~~Restricted~~• ~~Investment~~The ~~Liquidity~~General inPartner, ~~the~~Morgan ~~Units. There~~Stanley, isMorgan noStanley ~~secondary~~Wealth ~~market~~Management ~~for~~and ~~the~~MS&Co. ~~Units,~~are ~~and~~affiliates. ~~you~~As ~~may~~a ~~not~~result, ~~redeem~~the ~~your~~fees ~~Units~~and other ~~than~~compensation asreceived ofby ~~the~~these ~~last~~parties ~~Business~~and ~~Day~~other ofterms ~~each~~relating ~~month. Your right~~ to ~~receive~~the ~~payment~~operation ~~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~~sale ~~Partner’s receipt~~ of ~~your~~Units ~~Request~~have ~~for~~not ~~Redemption~~been innegotiated ~~such~~independently. ~~manner~~The asofficers ~~determined~~and bydirectors of the General Partner noare ~~later~~also ~~than~~employees ~~3:00~~of ~~p.m.,~~Morgan ~~New~~Stanley ~~York~~or ~~City~~one ~~time, on the last day~~ of ~~the~~its ~~month.~~subsidiaries ~~The~~and ~~General~~may ~~Partner~~have ~~will not permit~~ a ~~transfer,~~conflict ~~sale, pledge or assignment~~ of ~~Units~~interest ~~unless~~between ittheir isresponsibility ~~satisfied~~to ~~that~~ the ~~transfer,~~General ~~sale,~~Partner ~~pledge~~and orthe ~~assignment~~commodity ~~would~~pools ~~not~~it beoperates. inSome ~~violation~~ of ~~Delaware~~the ~~law~~compensation orfor ~~applicable~~such ~~federal,~~officers ~~state, or foreign securities laws~~ and ~~notwithstanding~~directors ~~any~~of ~~transfer, sale, pledge or assignment,~~ the ~~Partnership~~General ~~will~~Partner ~~continue~~may to be ~~classified~~based asin apart ~~partnership~~on ~~rather~~the ~~than~~profitability asof anMorgan ~~association~~Stenley ~~taxable~~and asits ~~a corporation under~~ the ~~Internal~~managed ~~Revenue~~futures ~~Code~~business ofoperated ~~1986,~~by ~~as amended (~~the ~~“Code”).~~General ~~No transfer, sale, pledge or~~Partner.

-• 8MS&Co. and MSCG can benefit from bid/ask spreads to the extent the Trading Advisor executes over-the-counter (“OTC”) foreign exchange trades with MS&Co. and MSCG and bid/ask spreads are charged.

~~assignment~~• ofThe ~~Units~~Trading ~~will~~Advisor, bethe ~~effective~~General orPartner, ~~recognized~~Morgan byStanley and its affiliates and subsidiaries may trade futures, forwards and options for their own accounts, and thereby compete with the Partnership iffor ~~the~~positions. ~~transfer~~Also, ~~sale,~~the ~~pledge~~other orcommodity ~~assignment~~pools ~~would~~managed ~~result~~by inthe General Partner and the ~~termination~~Trading ofAdvisor may compete with the Partnership for Ufutures, forwards, and option contracts.S. ~~federal~~These ~~income~~conflicts ~~tax~~can ~~purposes~~result in less favorable prices on the Partnership’s transactions. ~~Any~~These ~~attempt~~pools tomay ~~transfer,~~also ~~sell~~pay lower fees, ~~pledge~~including orlower ~~assign~~commodity ~~Units~~brokerage infees ~~violation~~and/or ofcommissions, than the Partnership ~~Agreement~~pays. The records of any such trading will not be ~~ineffective~~available for inspection by limited partners.

~~General~~• ~~Partner~~For ~~Redemptions. The~~excess ~~General~~cash ~~Partner~~which is ~~required~~not toinvested, ~~maintain~~MS&Co. aand ~~capital contribution at least equal to~~ the ~~greater of: (a) 1% of aggregate capital contributions to the Partnership (including the~~ General Partner’s ~~contribution)~~retain ~~and (b) $25,000. The General Partner may otherwise redeem~~ any ~~portion~~interest ofearned ~~its~~on ~~investment~~cash in the Partnership’s ataccount ~~any~~in ~~time~~excess ~~without notice to the Limited Partners. For any such redemption, the General Partner will redeem its Units at the end~~ of the ~~month~~rate specified in the ~~same~~Private ~~manner~~Placement asMemorandum. ~~any~~That ~~Limited~~could ~~Partner~~create ~~would~~an ~~follow~~incentive tofor ~~redeem Units. Additionally,~~ the General Partner ~~has the right~~ to ~~redeem~~retain ~~Units~~excess itcash ~~holds~~ in ~~the~~cash ~~event~~instead ~~redemptions~~of ~~for~~permitted ~~Limited Partners are suspended~~investments.

-• 9The -General Partner may purchase money market mutual fund shares from mutual funds affiliated and/or unaffiliated with the General Partner.

~~The~~No specific policies regarding conflicts of interest have been adopted by the General Partner, the Partnership’s, ~~Structure~~or ~~Has~~any ~~Conflicts~~of their affiliates, and you will be dependent on the good faith of, ~~Interest~~and legal and fiduciary obligations imposed on, the parties involved with such conflicts to resolve them equitably.

The General Partner, Morgan Stanley Investment Management, Morgan Stanley Wealth Management, MS&Co., Morgan Stanley Capital Group Inc. (“MSCG”) and Morgan Stanley & Co. International plc 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. The officers and directors of the General Partner are also employees of Morgan Stanley or one of its subsidiaries and may have a conflict of interest between their responsibility to the General Partner and the commodity pools it operates. Some of the compensation for such officers and directors of the General Partner may be based in part on the profitability of the managed futures business operated by the General Partner.

MS&Co. and MSCG can benefit from bid/ask spreads to the extent the Trading Advisor executes over-the-counter (“OTC”) foreign exchange trades with MS&Co. and MSCG and bid/ask spreads are charged. - 10 -

- 6 -

NoAn ~~specific~~Investment ~~policies~~in ~~regarding~~Units ~~conflicts~~May ofNot ~~interest~~Diversify an Overall Portfolio. Because futures, forwards and options have ~~been~~historically ~~adopted~~performed byindependently of traditional investments in equities and bonds, the General Partner, believes that managed futures funds like the Partnership, orcan ~~any~~diversify a traditional portfolio of ~~their~~equities ~~affiliates~~and bonds. However, ~~and~~the ~~you~~General ~~will~~Partner becannot ~~dependent~~assure onyou that the ~~good~~Partnership ~~faith~~will perform with a significant degree of, ~~and~~non- ~~legal~~or ~~and~~low-correlation ~~fiduciary~~to ~~obligations~~your ~~imposed~~other ~~on,~~investments in the ~~parties~~future. ~~involved~~You ~~with~~may ~~such~~lose ~~conflicts~~your toentire investment ~~resolve~~in ~~them~~the ~~equitably~~Partnership.

AnThe ~~Investment~~Partnership inIs ~~Units May~~ Not ~~Diversify~~A anRegistered ~~Overall~~Investment ~~Portfolio~~Company. ~~Because~~The ~~futures,~~Partnership ~~forwards~~is ~~and~~not required ~~options~~to ~~have~~register, ~~historically~~and ~~performed~~is ~~independently~~not ofregistered, ~~traditional~~as ~~investments~~an ininvestment ~~equities~~company ~~and~~under ~~bonds,~~ the ~~General~~Investment ~~Partner~~Company ~~believes~~Act ~~that~~of ~~managed~~1940, ~~futures~~as ~~funds~~amended ~~like~~ (the ~~Partnership~~“Investment ~~can~~Company ~~diversify~~Act”). aAccordingly, ~~traditional~~investors ~~portfolio~~will ofnot ~~equities~~have ~~and~~the ~~bonds. However,~~protections afforded by the ~~General~~Investment Company ~~Partner~~Act ~~cannot~~(which, ~~assure~~among ~~you~~other ~~that~~matters, ~~the~~requires ~~Partnership~~investment ~~will~~companies ~~perform~~to ~~with~~have a ~~significant~~majority ~~degree~~ of ~~non-~~disinterested ordirectors ~~low-correlation~~and toregulates ~~your~~the ~~other~~relationship ~~investments~~between in the ~~future. You~~advisor ~~may~~and ~~lose~~the ~~your entire~~ investment ~~in the Partnership~~company).

-Risks 11Related -to Regulation of the Partnership and General Partner

The ~~Partnership~~Federal IsReserve ~~Not~~Board’s ARegulation ~~Registered~~of ~~Investment~~Morgan ~~Company~~Stanley Could Affect the Activities of the Partnership. ~~The~~As ~~Partnership~~a bank isholding ~~not~~company ~~required~~that tohas ~~register~~elected financial holding company (“FHC”) status under the Bank Holding Company Act of 1956 (“BHCA”), Morgan Stanley and isits ~~not~~affiliates ~~registered~~are subject to the comprehensive, asconsolidated ansupervision and regulation ~~investment~~of ~~company~~the ~~under~~Board of Governors of the ~~Investment~~Federal ~~Company~~Reserve ~~Act~~System (“Federal Reserve”). A significant focus of ~~1940~~this regulatory framework is the operation of Morgan Stanley and its subsidiaries in a safe and sound manner, with sufficient capital, earnings and liquidity that Morgan Stanley may serve as ~~amended~~a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the “~~Investment Company Act~~Banks”). ~~Accordingly,~~These ~~investors~~Banks ~~will~~must remain ~~not~~well ~~have~~capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the ~~protections~~widest ~~afforded~~range of permissible financial activities. In addition, the general exercise by the ~~Investment~~Federal ~~Company~~Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (~~which,~~the ~~among~~“Dodd-Frank ~~other~~Act” ~~matters,~~or ~~requires~~the ~~investment~~“Act”) ~~companies~~could result in changes to ~~have~~Morgan Stanley’s abusiness ~~majority~~practices or the scope of ~~disinterested~~its ~~directors~~current lines of business, including certain limited divestitures. Although such changes could have an impact on and ~~regulates~~consequences ~~the~~for ~~relationship~~Morgan ~~between~~Stanley, the ~~advisor~~General Partner and the ~~investment~~Partnership, ~~company)~~any limited divestiture should not directly involve the Partnership.

~~Risks~~- ~~Related~~7 to- ~~Regulation of the Partnership and General Partner~~

The enactment of the Dodd-Frank 12Act on July 21, 2010 has and will continue to result in enhanced regulation by the Federal Reserve and, with respect to the Banks, may result in enhanced regulation of certain affiliates of Morgan Stanley by the Office of the Comptroller of the Currency. Specifically, the Act amended the BHCA 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 Federal Reserve supervision and more stringent prudential standards. In July 2013, the Federal Reserve issued a final rule adopting the regulatory capital reforms agreed upon by the Basel Committee (“Basel III”). The Basel III capital framework introduced a new minimum common equity tier 1 (“CET 1”) capital ratio of 4.5 percent and a CET 1 capital conservation buffer of 2.5 percent, raised the minimum tier 1 capital ratio from 4 percent to 6 percent, required all banking organizations to meet a minimum 4 percent leverage ratio, and introduced a standardized approach for calculating risk-weighted assets. In February 2014, the Federal Reserve formally adopted a number of previously-issued capital planning and stress testing requirements as “enhanced prudential standards.” For bank holding companies with total consolidated assets of $50 billion or more, such as Morgan Stanley, the enhanced prudential standards include periodic capital planning and stress testing procedures, including the requirement to submit to the Federal Reserve an annual capital plan that demonstrates the holding company’s ability to maintain minimum capital levels under both baseline and stressed conditions.

~~Act”~~The orUnits ~~the~~are ~~“Act”)~~not ~~could~~being ~~result~~offered inby ~~changes~~the toBanks, ~~Morgan~~and ~~Stanley’s~~as ~~business~~such: ~~practices~~(1) are ornot ~~the~~Federal ~~scope~~Deposit ofInsurance ~~its~~Corporation (“FDIC”) ~~current lines of business~~insured, ~~including~~(2) are ~~certain~~not ~~limited~~deposits ~~divestitures.~~or ~~Although~~other ~~such~~obligations ~~changes~~of ~~could~~the ~~have an impact on and consequences for Morgan Stanley~~Banks, ~~the~~(3) are ~~General~~not ~~Partner~~guaranteed ~~and~~by the ~~Partnership~~Banks, ~~any~~and ~~limited~~(4) involve ~~divestiture~~investment ~~should~~risks, ~~not~~including ~~directly~~possible ~~involve~~loss ~~the~~of ~~Partnership~~principal.

~~The~~Effect ~~enactment~~on the Partnership of the ~~Dodd-Frank~~“Volcker ~~Act~~Rule.” In onDecember ~~July 21~~2013, ~~2010 has and will continue to result in enhanced regulation by~~ the Federal Reserve ~~and~~, ~~with respect to~~ the ~~Banks, may result in enhanced regulation of certain affiliates of Morgan Stanley by the~~ Office of the Comptroller of the Currency., ~~Specifically~~the FDIC, the ~~Act~~SEC ~~amended~~and the ~~BHCA~~Commodity toFutures ~~require~~Trading ~~that,~~Commission ~~effective~~(“CFTC”) ~~July~~each ~~21,~~adopted ~~2011,~~ a ~~bank~~final ~~holding~~rule ~~company~~(“Final ~~that~~Rule”) ~~has~~implementing ~~elected~~Section 619 ~~FHC~~of ~~status,~~the ~~such~~Dodd-Frank asAct ~~Morgan~~(which ~~Stanley,~~section ~~must~~is commonly ~~remain~~referred ~~well~~to ~~capitalized~~as ~~and~~the ~~well~~Volcker ~~managed~~Rule). ~~for~~The ~~the~~Final ~~election~~Rule tobecame ~~continue~~effective toon beApril 1, ~~effective~~2014. ~~Prior~~ toAmong ~~the~~other ~~Dodd-Frank Act~~things, ~~this~~the ~~requirement~~Final ~~had~~Rule ~~applied~~limits ~~only~~the toability ~~depository institution subsidiaries~~ of a“banking ~~FHC,~~entities” ~~such~~(which asterm ~~the~~includes ~~Banks. In~~any ~~addition~~insured todepository ~~extending~~institution, ~~this~~any company ~~requirement~~controlling toan ~~apply~~insured todepository ~~FHCs,~~institution ~~the~~or ~~Dodd-Frank~~any ~~Act~~affiliate ~~expanded~~or ~~the~~subsidiary ~~Federal~~of ~~Reserve’s~~either) ~~supervisory~~to ~~and~~acquire ~~enforcement~~or ~~authority~~retain ~~over~~an ~~nonbank~~equity ~~subsidiaries~~or ofother aownership ~~bank~~interest ~~holding~~in, ~~company.~~or ~~Additionally~~“sponsor”, ~~because~~“covered itfunds.” isThe aFinal ~~bank~~Rule, ~~holding~~however, ~~company~~permits banking ~~with~~entities ~~more~~to ~~than~~organize ~~$50~~and ~~billion~~offer ina ~~consolidated~~covered ~~assets,~~fund ~~Morgan~~if ~~Stanley~~several isconditions ~~subject~~are tosatisfied, ~~enhanced~~including ~~Federal~~the ~~Reserve~~requirement ~~supervision~~that ~~and~~the ~~more~~banking ~~stringent~~entity ~~prudential~~does ~~standards.~~not Inacquire ~~July~~or ~~2013,~~retain ~~the~~an ~~Federal~~equity ~~Reserve~~or ~~issued~~other aownership ~~final~~interest ~~rule~~in ~~adopting~~ the ~~regulatory~~covered ~~capital~~fund ~~reforms~~except ~~agreed~~for ~~upon~~a byde ~~the~~minimis investment, ~~Basel~~after ~~Committee~~an ~~(“Basel~~initial ~~III”)~~seeding period. ~~The~~ ~~Basel~~Moreover, ~~III~~all ~~capital~~banking ~~framework~~entities ~~introduced~~engaging ain ~~new~~proprietary ~~minimum~~trading ~~common~~or ~~equity~~covered ~~tier~~funds 1activities ~~(“CET~~subject ~~1”)~~to ~~capital~~the ~~ratio~~Final ofRule ~~4.5~~must ~~percent~~adopt ~~and~~ a ~~CET~~compliance 1program, ~~capital~~including ~~conservation~~meeting ~~buffer~~certain ofdocumentation 2and reporting requirements.5 ~~percent,~~The ~~raised~~banking ~~the~~agencies ~~minimum~~make ~~tier~~clear, 1however, ~~capital~~that ~~ratio~~the ~~from~~terms, 4scope ~~percent~~and todetail 6of ~~percent,~~the ~~required~~compliance ~~all~~program ~~banking~~depend ~~organizations~~on tothe ~~meet~~types, asize, ~~minimum~~scope 4and ~~percent~~complexity ~~leverage~~of ~~ratio,~~the activities and ~~introduced~~business astructure ~~standardized~~of ~~approach~~the ~~for~~banking ~~calculating risk-weighted assets~~entity. In ~~February~~

- 138 -

Morgan Stanley is continuing to assess the impact of the Final Rule on itself and all of its subsidiaries and affiliates. The ~~Units~~Final ~~are~~Rule ~~not~~will, ~~being~~among ~~offered~~other bythings, limit or prohibit certain employees of Morgan Stanley and its subsidiaries and affiliates, including the ~~Banks~~General Partner, and astheir investment vehicles from investing in or co-investing with the Partnership. Structural changes, such: ~~(1)~~as with respect to governance arrangements for the Partnership, could also be required. To the extent that the General Partner determines that any activities or investments of the Partnership are ~~not~~impermissible ~~Federal~~under ~~Deposit~~the ~~Insurance~~Final ~~Corporation~~Rule, ~~(“FDIC”)~~the ~~insured~~General Partner was required to conform such activities and investments by July 21, 2015, subject to an extended conformance period (2expected to end on July 21, 2017) ~~are~~for ~~not~~certain ~~deposits~~relationships and investments in place prior to 2014, at or ~~other~~before ~~obligations~~the end of ~~the~~which ~~Banks~~such legacy relationship and investments must be conformed, ~~(3)~~and ~~are~~the ~~not~~Partnership ~~guaranteed~~must bybe in full compliance with the ~~Banks~~Final Rule. It should be noted that each of the regulators has discretion to interpret the Final Rule with respect to the entities regulated by each such regulator, and ~~(4)~~there ~~involve~~are ~~investment~~numerous ~~risks~~interpretive questions to be resolved in regulatory commentary, ~~including~~so ~~possible~~there ~~loss~~remains some uncertainty as to how various aspects of ~~principal~~the Final Rule may be applied.

~~Effect~~Redemptions onfrom the Partnership ofby ~~the~~individuals ~~“Volcker~~or ~~Rule.” In~~entities ~~December~~that ~~2013,~~are ~~the~~related ~~Board of Governors of the Federal Reserve~~to, ~~the~~or affiliated ~~Office of the Comptroller of the Currency~~with, ~~the~~Morgan ~~FDIC~~Stanley, ~~the~~including ~~SEC and~~ the ~~Commodity~~General Futures Trading Commission (“CFTC”) each adopted a final rule (“Final Rule”) implementing Section 619 of the Dodd-Frank Act (which section is commonly referred to as the Volcker Rule). The Final Rule became effective on April 1Partner, ~~2014. Among other things~~and, ~~the~~without ~~Final Rule limits the ability of “banking entities” (which term includes any insured depository institution~~limitation, any ~~company~~investment ~~controlling~~vehicles anadvised ~~insured~~by ~~depository~~Morgan ~~institution~~Stanley or ~~any~~its ~~affiliate~~subsidiaries orand ~~subsidiary~~affiliates, ofincluding ~~either)~~the toGeneral ~~acquire~~Partner, or ~~retain~~certain anemployees ~~equity~~as ora ~~other~~result ~~ownership interest in~~of, or ~~“sponsor”,~~in connection ~~“covered funds~~with,” ~~which include certain types of collective investment vehicles, such as~~ the ~~Partnership. The~~ Final Rule, ~~however,~~could ~~permits~~require ~~banking~~the ~~entities~~Partnership to ~~organize~~liquidate ~~and~~positions ~~offer~~sooner athan ~~covered~~would ~~fund~~otherwise ifbe ~~several~~desirable, ~~conditions~~which ~~are~~could ~~satisfied,~~adversely ~~including~~affect the ~~requirement~~performance ~~that~~of the ~~banking~~Partnership. ~~entity does not acquire an equity or other~~

-The 14Final -Rule also contains a general prohibition on “covered transactions,” as defined in Section 23A of the Federal Reserve Act, as amended (“FRA”), and certain other transactions set forth in Section 23B of the FRA, between a banking entity and any covered fund (or any other covered fund controlled by such covered fund) (i) for which the banking entity serves, directly or indirectly, as the investment manager, investment adviser, commodity trading advisor or sponsor, (ii) that was organized and offered by the banking entity, or (iii) in which the banking entity continues to hold an ownership interest, pursuant to a particular Volcker Rule exemption. At or before the end of the applicable conformance period, such general prohibitions will restrict certain transactions and relationships between Morgan Stanley affiliates and the Partnership, which could require restructuring of those relationships.

~~ownership~~Assets ~~interest~~Held in ~~the~~Accounts ~~covered~~at ~~fund~~U.S. ~~except~~Banks ~~for~~May aNot Be deFully ~~minimis investment~~Insured. ~~Moreover,~~ The assets of the Partnership that are deposited with ~~certain~~Commodity ~~limited~~Brokers ~~exceptions,~~or ~~all~~their ~~banking~~affiliates ~~entities~~may ~~engaging~~be placed in ~~proprietary~~deposit ~~trading~~accounts orat ~~covered~~U.S. ~~funds~~banks. ~~activities~~The ~~subject~~FDIC insures deposits held at insured depository institutions for up to $250,000 ~~the~~(including ~~Final~~principal ~~Rule~~and ~~must~~accrued ~~adopt~~interest) afor ~~compliance~~each ~~program~~insurable bycapacity ~~July~~(e.g., 21individual accounts, ~~2015~~joint accounts, ~~including~~corporate ~~meeting~~accounts, ~~certain~~etc.), ~~documentation~~though ~~and~~deposits ~~reporting~~in ~~requirements. The~~separate ~~Final~~branches ~~Rule~~of ~~makes~~an ~~clear~~insured ~~that~~institution are not separately insured. If the FDIC ~~terms,~~were ~~scope~~to ~~and~~become ~~detail~~receiver of ~~the~~insured ~~compliance~~U.S. ~~program~~bank ~~depend~~holding ondeposit ~~the~~accounts ~~types,~~that ~~size,~~were ~~scope~~established ~~and~~by ~~complexity~~a Commodity Broker or one of its affiliates, then it is uncertain whether the ~~activities~~Commodity ~~and~~Broker, ~~business~~the ~~structure~~affiliate ofinvolved, the ~~banking~~Partnership, ~~entity. Larger~~or ~~banking~~the investor ~~entities~~would ~~are~~be ~~subject~~able to ~~increased~~reclaim ~~compliance~~cash ~~program~~in ~~requirements~~the deposit accounts above $250,000.

~~Morgan~~- ~~Stanley~~9 is continuing to assess the impact of the Final Rule on itself and all of its subsidiaries and affiliates. The Final Rule could, among other things, limit or prohibit certain employees of Morgan Stanley and its subsidiaries and affiliates, including the General Partner, and their investment vehicles from investing in or co-~~investing~~ with the Partnership. Structural changes to the Partnership could also be required. To the extent that the General Partner determines that any activities or investments of the Partnership are impermissible under the Final Rule, the General Partner is required to make good faith efforts to unwind such activities and investments, by certain deadlines. The deadline to conform investments in and relationships with covered funds that were in place prior to December 31, 2013 is July 21, 2016, but the Federal Reserve has announced its intention to extend this deadline to July 21, 2017 later this year. The deadline to conform any investments in and relationships with covered funds that were not in place prior to December 31, 2013 is July 21, 2015. It should be noted that each of the regulators has discretion to interpret the Final Rule with respect to the entities regulated by each such regulator, and there are numerous interpretive questions to be resolved in regulatory commentary, so there remains some uncertainty as to how various aspects of the Final Rule may be applied.

~~Redemptions~~Other ~~from~~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 ~~individuals~~restricting its trading activities and/or ~~entities~~increasing ~~that~~the ~~are~~costs ~~related~~or taxes to which the investors are subject. The Dodd-Frank Act, oramong ~~affiliated~~other ~~with~~things, ~~Morgan~~grants ~~Stanley~~the CFTC and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the ~~General~~OTC ~~Partner,~~derivatives market and, ~~without~~certain foreign ~~limitation,~~exchange ~~any~~transactions. ~~investment~~The ~~vehicles~~implementation ~~advised~~of the Dodd-Frank Act could adversely affect the Partnership by ~~Morgan~~increasing ~~Stanley~~transaction and/or ~~its~~regulatory ~~subsidiaries~~compliance ~~and~~costs. ~~affiliates~~In addition, ~~including~~greater regulatory scrutiny may increase the Partnership’s and the General Partner,’s orexposure ~~certain~~to ~~employees~~potential asliabilities. aIncreased ~~result~~regulatory ~~of,~~oversight orcan inalso ~~connection~~impose ~~with,~~administrative burdens on the ~~Final~~General ~~Rule~~Partner, ~~could~~including, ~~require~~without ~~the~~limitation, ~~Partnership~~responding to ~~liquidate~~investigations ~~positions~~and ~~sooner~~implementing ~~than~~new ~~would~~policies and ~~otherwise~~procedures. beAs ~~desirable~~a result, ~~which~~the ~~could~~General ~~adversely~~Partner’s ~~affect~~time, ~~the~~attention ~~performance~~and ofresources ~~the~~may ~~Partnership~~be diverted from portfolio management activities.

~~The~~Other ~~Final~~potentially ~~Rule~~adverse ~~also~~regulatory ~~contains~~initiatives acould ~~general~~develop ~~prohibition~~suddenly ~~on “covered transactions,” as defined in Section 23A of the Federal Reserve Act, as amended (the “FRA”),~~ and ~~certain~~without other transactions set forth in Section 23B of the FRA, between a banking entity and any covered fund (or any other covered fund controlled by such covered fund) (i) for which the banking entity serves, directly or indirectly, as the investment manager, investment adviser, commodity trading advisor or sponsor, (ii) that was organized and offered by the banking entity, or (iii) in which the banking entity continues to hold an ownership interestnotice. ~~Such~~ ~~general prohibitions will restrict the activities of the Partnership.~~

~~Assets~~The ~~Held~~General inPartner, ~~Accounts~~the atPartnership ~~U.S.~~and ~~Banks~~its ~~May~~Service ~~Not~~Providers Beand ~~Fully~~their Respective ~~Insured~~Operations Are Potentially Vulnerable to Cyber-Security Attacks or Incidents. ~~The~~ ~~assets~~Like ofother business enterprises, the ~~Partnership~~use ~~that~~of ~~are~~the ~~deposited~~internet ~~with~~and ~~Commodity~~other electronic ~~Brokers~~media orand ~~their~~technology ~~affiliates~~exposes ~~may~~the beGeneral ~~placed~~Partner, inthe ~~deposit~~Partnership ~~accounts~~and atits ~~U.S.~~service ~~banks.~~providers, ~~The~~and ~~FDIC~~their ~~insures~~respective ~~deposits~~operations, ~~held~~to atpotential ~~insured~~risks ~~depository~~from ~~institutions~~cyber-security ~~for~~attacks upor toincidents ~~$250~~(collectively,~~000~~ ~~(including~~“cyber ~~principal~~events”). ~~and~~Cyber events ~~accrued~~may ~~interest)~~include, for ~~each~~example, ~~insurable~~unauthorized ~~capacity~~access ~~(e.g.~~to systems, ~~individual~~networks ~~accounts~~or devices, ~~joint~~infection ~~accounts~~from computer viruses or other malicious software code, ~~corporate~~mishandling ~~accounts~~or misuse of information and attacks which shut down, ~~etc.)~~disable, ~~though~~slow ~~deposits~~or inotherwise disrupt ~~separate~~operations, ~~branches~~business ofprocesses anor ~~insured~~website ~~institution~~access ~~are~~or ~~not~~functionality. ~~separately~~In ~~insured~~addition to intentional cyber events, unintentional cyber events can occur. IfUnintentional cyber events may include, for example, the ~~FDIC~~inadvertent ~~were~~release toof ~~become~~confidential information, ~~receiver~~the mishandling or misuse of aninformation ~~insured~~and/or ~~U.S.~~technological ~~bank~~limitations ~~holding~~or ~~deposit~~hardware ~~accounts~~failures (in the markets or otherwise) that ~~were~~constrain ~~established~~the byPartnership’s aability ~~Commodity~~to ~~Broker~~gather, orprocess ~~one~~and ofcommunicate ~~its~~information efficiently and securely, without interruption.

-Any 16cyber event could adversely affect the Partnership’s business, financial condition or results of operations and cause the Partnership to incur financial loss and expense, as well as face exposure to regulatory penalties or legal claims, reputational damage and additional costs associated with corrective measures. A cyber-security breach could also jeopardize a limited partner’s personal, confidential, proprietary or other information processed and stored in, and transmitted through, the General Partner’s or a service provider’s computer systems. A cyber event may cause the Partnership or its service providers to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate the Partnership’s net asset value, or allow investors to transact business) and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Partnership or its service providers.

~~affiliates,~~The nature ~~then~~of itmalicious cyber-attacks is ~~uncertain~~becoming ~~whether~~increasingly ~~the~~sophisticated ~~Commodity~~and ~~Broker,~~neither the ~~affiliate~~General ~~involved,~~Partner nor the Partnership, orcan control the ~~investor~~cyber ~~would~~systems beand ~~able~~cyber-security tosystems ~~reclaim~~of ~~cash~~the inadvisor ~~the~~or ~~deposit~~other ~~accounts~~third-party ~~above~~service ~~$250,000~~providers.

~~Other~~The ~~Federal Agencies, Including the SEC and the CFTC, Regulate Certain Activities of the Partnership and~~ General Partner~~. Regulatory~~ ~~changes~~May ~~other~~Determine ~~than~~to ~~banking~~Invest ~~regulations~~Up ~~could~~To ~~adversely~~All ~~affect~~of the Partnership’s byAssets ~~restricting~~in ~~its~~United ~~trading~~States ~~activities~~Treasury Bills and/or ~~increasing~~Money ~~the~~Market ~~costs~~Mutual orFund ~~taxes~~Securities. toThe ~~which~~General ~~the~~Partner ~~investors~~has ~~are~~invested ~~subject. The~~a ~~Dodd-Frank Act~~portion, ~~among other things, grants the CFTC~~ and ~~SEC~~may ~~broad~~determine ~~rulemaking~~to ~~authority~~invest up to ~~implement various provisions of the Dodd-Frank Act~~all, ~~including comprehensive regulation~~ of the ~~OTC~~Partnership’s ~~derivatives~~assets ~~market~~in ~~and~~United ~~certain~~States ~~foreign~~Treasury ~~exchange~~bills ~~transactions. The implementation of the Dodd-Frank Act could adversely affect the Partnership by increasing transaction~~ and/or ~~regulatory~~money ~~compliance~~market ~~costs. In~~mutual ~~addition~~funds, ~~greater~~including ~~regulatory~~money ~~scrutiny~~market ~~may~~mutual ~~increase~~funds ~~the~~managed ~~Partnership’s~~by ~~and~~Morgan ~~the~~Stanley ~~General~~or ~~Partner’s~~its ~~exposure to potential liabilities~~affiliates. ~~Increased~~ ~~regulatory~~The ~~oversight~~Partnership ~~can~~will ~~also~~retain ~~impose~~all ~~administrative~~interest ~~burdens~~income earned on Treasury ~~the~~bills ~~General Partner, including, without limitation, responding to investigations~~ and ~~implementing~~money ~~new~~market ~~policies~~mutual ~~and~~fund ~~procedures. As~~securities ~~a result, the General Partner’s time, attention and resources may be diverted from portfolio management activities~~purchased.

~~Other~~In ~~potentially~~the ~~adverse~~event ~~regulatory~~that ~~initiatives~~the ~~could~~General ~~develop~~Partner ~~suddenly~~is required to liquidate Treasury bills before they mature, to meet redemption requests or otherwise, the Partnership may incur a loss on such Treasury bills and/or ~~without~~may ~~notice~~be subject to additional fees or other costs. The General Partner will endeavor to maintain sufficient cash in the Partnership’s accounts in order to meet margin requirements and avoid early liquidation of Treasury bills.

~~Risks~~Although ~~Relating~~a money market mutual fund currently seeks to ~~Futures~~preserve ~~Interests~~the ~~Trading~~value of each of its shares at $1.00 per share, it is possible to incur losses when investing in a money market mutual fund. An investment in a money market mutual fund is not insured or guaranteed by any government agency. A money market mutual fund may experience significant pressures from, among other things, shareholder redemptions, issuer credit downgrades and illiquid markets. There have been some money market mutual funds that have “broken the ~~Futures~~buck,” ~~Interests~~which ~~Markets~~means that, upon redemption, investors in those funds did not receive $1.00 per share for their investments in those funds. Recent rule amendments adopted by the SEC will require certain money market mutual funds to implement floating net asset values in the future that will not preserve the value of each of its shares at $1.00 per share. The implementation of these rule amendments may impact the Partnership’s use of these money market mutual funds for capital preservation purposes.

Risks Relating to Futures Interests Trading ~~is Speculative~~ and ~~Volatile. The rapid fluctuations in~~ the ~~market~~Futures ~~prices~~Interests ~~of futures, forwards, and options make an investment in the Partnership volatile. Volatility is~~Markets

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 the 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 single-advisor 17feature of the Partnership may increase the return volatility relative to the performance of multi-advisor investment funds.

~~caused~~The ~~by,~~Partnership’s ~~among~~Futures ~~other~~Interests ~~things,~~Trading ~~changes~~is Highly Leveraged such that Small Changes in ~~supply~~the ~~and~~Price ~~demand~~of ~~relationships;~~the ~~weather;~~Partnership’s ~~agricultural~~Positions May Result in Substantial Losses. The Trading Advisor uses substantial leverage in trading the Partnership’s assets. Trading futures, ~~trade~~forwards, ~~fiscal~~and options involves substantial leverage, ~~monetary~~which could result in immediate and ~~exchange~~substantial ~~control~~losses. ~~programs;~~Due ~~domestic~~to ~~and~~the ~~foreign~~low ~~political~~margin ~~and~~deposits ~~economic~~normally ~~events~~required in trading futures, forwards, and ~~policies;~~options (typically between 2% and ~~changes~~15% inof ~~interest~~the ~~rates.~~value Ifof the ~~Trading~~contract ~~Advisor~~purchased ~~incorrectly~~or sold), ~~predicts~~an ~~the~~extremely ~~direction~~high degree of ~~prices~~leverage is typical of a futures interests trading account. As a result, a relatively small price movement in futures, forwards, and options, ~~large~~may result in immediate and substantial losses ~~may~~to ~~occur~~the investor. ~~The~~For example, ~~Partnership’s~~if ~~performance~~10% ~~will~~of bethe ~~volatile~~face onvalue of a ~~monthly~~contract ~~and~~is andeposited ~~annual~~as ~~basis.~~margin ~~The~~for ~~Partnership~~that ~~could~~contract, ~~lose~~a ~~all~~10% ~~or substantially~~decrease ~~all~~in the value of ~~its~~the ~~assets.~~contract ~~The~~would ~~single-advisor~~cause ~~feature~~a total loss of the ~~Partnership~~margin ~~may~~deposit. ~~increase~~A decrease of more than 10% in the ~~return~~value ~~volatility~~of ~~relative~~the tocontract would cause a loss greater than the ~~performance~~amount of ~~multi-advisor~~the ~~investment~~margin ~~funds~~deposit.

The ~~Partnership’s~~leverage ~~Futures~~employed ~~Interests~~by ~~Trading is Highly Leveraged such that Small Changes in~~ the ~~Price of the Partnership’s Positions May Result in Substantial Losses. The~~ Trading Advisor ~~uses substantial leverage~~ in its trading can ~~the~~vary ~~Partnership’s~~substantially ~~assets.~~from ~~Trading~~month ~~futures,~~to ~~forwards,~~month. ~~and~~This ~~options involves substantial~~ leverage, ~~which~~expressed ~~could~~as ~~result~~the inunderlying ~~immediate~~value ~~and~~of ~~substantial~~the ~~losses.~~Partnership’s ~~Due~~positions compared to the ~~low~~average ~~margin~~net ~~deposits~~assets ~~normally~~of ~~required~~the ~~in trading futures~~Partnership, ~~forwards,~~is ~~and~~anticipated ~~options~~to ~~(typically~~range ~~between 2%~~from ~~and~~two ~~15%~~times of the ~~value~~Partnership’s ofnet assets ~~the~~to ~~contract~~ten ~~purchased~~times orthe ~~sold),~~Partnership’s annet ~~extremely high degree of leverage is typical of a futures interests trading account~~assets. AsUnder acertain ~~result~~conditions, ~~a relatively small price movement in futures~~however, ~~forwards,~~the ~~and~~Partnership’s ~~options~~leverage ~~may~~could ~~result~~exceed in(or ~~immediate~~be ~~and~~less ~~substantial~~than) ~~losses~~such ~~to the investor~~range. ~~For~~The ~~example,~~amount ~~if 10%~~ of ~~the~~margin ~~face~~required ~~value~~to ofbe ~~a contract is~~ deposited aswith ~~margin~~respect ~~for~~to ~~that~~an individual futures contract, ais ~~10%~~determined ~~decrease~~by in the ~~value~~exchange ofupon which the contract ~~would~~is ~~cause~~traded aand ~~total loss of~~ the ~~margin~~commodity ~~deposit.~~broker Aat ~~decrease~~which ~~of more than 10% in~~ the ~~value~~position ofis ~~the~~held ~~contract~~and ~~would~~may ~~cause~~be achanged ~~loss~~at ~~greater~~any ~~than the amount of the margin deposit~~time.

- 1810 -

Options Trading ~~Can~~can be More Volatile than Futures Trading, and Purchasing and Writing Options Could Result in Trading Losses. The Partnership may trade options on futures. Although successful options trading requires many of the same skills as successful futures trading, the risks are different. Successful options trading requires a trader to assess accurately near-term market volatility because that volatility is immediately reflected in the price of outstanding options. Correct assessment 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 price of a futures contract. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of a put option collects a premium and risks losing 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, or seller, of a call option has unlimited risk. A call option writer collects a premium and risks losing the difference between the price it would have to pay to obtain the underlying commodity or futures contract and the strike price (less the premium received) if the option buyer exercises its call option.

-Market 19Illiquidity May Cause Less Favorable Trade Prices. Although the Trading Advisor generally will purchase and sell actively-traded contracts where last trade price information and quoted prices are readily available, the price at which a sale or purchase occurs may differ from the price expected because there may be a delay between receiving a quote and executing a trade, particularly in circumstances where a market has limited trading volume and prices are often quoted for relatively limited quantities. In addition, most U.S. futures exchanges have established “daily price fluctuation limits” which preclude the execution of trades at prices outside of the limit, and, from time to time, the CFTC or the exchanges may suspend trading in market disruption circumstances. In these cases it is possible that the Partnership could be required to maintain a losing position that it otherwise would execute and incur significant losses or be unable to establish a position and miss a profit opportunity.

~~option. The~~Factors ~~writer,~~that orcan ~~seller,~~contribute ~~of a call option has unlimited risk. A call option writer collects a premium and risks losing the difference between the price it would have~~ to ~~pay~~market toilliquidity ~~obtain~~for ~~the~~exchange-traded ~~underlying~~contracts ~~commodity~~include: ~~or futures contract and the strike price (less the premium received) if the option buyer exercises its call option.~~

~~Market~~• ~~Illiquidity May Cause Less Favorable Trade Prices. Although the Trading Advisor generally will purchase and sell actively~~exchange-~~traded~~imposed ~~contracts where last trade~~ price information and quoted prices are readily available, the price at which a sale or purchase occurs may differ from the price expected because there may be a delay between receiving a quote and executing a trade, particularly in circumstances where a market has limited trading volume and prices are often quoted for relatively limited quantities. In addition, most U.S. futures exchanges have established “daily price fluctuation limits” which preclude the execution of trades at prices outside of the limit, and, from time to time, the CFTC or the exchanges may suspend trading in market disruption circumstances. In these cases it is possible that the Partnership could be required to maintain a losing position that it otherwise would execute and incur significant losses or be unable to establish a position and miss a profit opportunity.;

~~Factors~~• ~~that~~limits ~~can~~on ~~contribute~~the tonumber ~~market~~of ~~illiquidity~~contracts ~~for~~speculative ~~exchange-traded~~traders ~~contracts~~may ~~include:~~hold in most commodity markets; and

·• ~~exchange-imposed~~market ~~price fluctuation limits;~~disruptions.

·The ~~limits~~General onPartner ~~the~~expects ~~number~~that ofnon-exchange traded contracts ~~speculative~~will ~~traders~~be ~~may~~traded ~~hold~~for incommodity ~~most~~interests ~~commodity~~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 ~~market~~the ~~disruptions~~Trading Advisor already manages sizable assets in the commodity markets, it is possible that the Partnership may encounter illiquid situations. It is impossible to quantify the frequency or magnitude of these risks, however, especially because the conditions often occur unexpectedly.

- 2011 –-

~~Since~~Trading on Foreign Exchanges Presents Greater Risks to the Partnership than Trading ~~Advisor~~on ~~already~~U.S. ~~manages~~Exchanges. The ~~sizable~~Partnership ~~assets~~trades inon exchanges located outside the United States. Trading on U.S. exchanges is subject to CFTC regulation and oversight, including, for example, minimum capital requirements for commodity brokers, ~~markets~~segregation of customer funds, itregulation isof ~~probable~~trading ~~that~~practices on the ~~Partnership~~exchanges, ~~will~~prohibitions ~~encounter~~against ~~illiquid~~trading ~~situations~~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. It Trading on foreign exchanges is ~~impossible~~not toregulated ~~quantify~~by the ~~frequency~~CFTC or ~~magnitude~~any ofother ~~these~~U.S. ~~risks~~governmental agency or instrumentality and may be subject to regulations that are different from those to which U.S. exchange trading is subject, ~~however~~may provide less protection to investors than trading on U.S. exchanges, ~~especially~~and ~~because~~may ~~the~~be ~~conditions~~less ~~often~~vigorously ~~occur~~enforced ~~unexpectedly~~than regulations in the U. S.

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 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 isinvolves ~~not~~some ~~regulated~~risks ~~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~~does ~~may~~not, besuch ~~less~~as: ~~vigorously enforced than regulations in the U.S.~~

-Lack 21of -Investor Protection Regulation

~~Trading~~The onrights ~~foreign~~of ~~exchanges~~the ~~involves~~Partnership ~~some~~in ~~risks~~the ~~that~~event ~~trading~~of onthe insolvency or bankruptcy of a non-U.S. ~~exchanges~~market, ~~does~~broker ~~not~~or bank 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, ~~such~~brokers ~~as:~~or banks.

~~Lack~~Possible ofGovernmental ~~Investor~~Intervention ~~Protection Regulation~~

~~The~~Generally, ~~rights~~foreign ofbrokers ~~the~~are ~~Partnership~~not insubject to the ~~event~~jurisdiction of the ~~insolvency~~CFTC or ~~bankruptcy~~any ofother ~~a non-~~U.S. ~~market~~regulator. In addition, ~~broker~~the Partnership’s orassets ~~bank~~held ~~are~~outside ~~likely~~of tothe ~~differ~~United ~~from~~States ~~rights~~to ~~that~~margin ~~the~~transactions ~~Partnership~~on ~~would~~foreign ~~have~~exchanges are held in accordance with the ~~United~~client ~~States~~assets protection regime and ~~these~~the ~~rights~~insolvency ~~may~~laws beof ~~more~~the ~~limited~~applicable ~~than~~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 ofthe ~~failures~~assets ofmay Unever be recovered.S The General Partner might have little or no notice that such events were happening. ~~markets~~In such circumstances, ~~brokers~~the orGeneral ~~banks~~Partner may not be able to obtain the Partnership’s assets.

~~Possible~~Relatively ~~Governmental~~New Markets ~~Intervention~~

~~Generally,~~Some foreign ~~brokers~~exchanges ~~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~~which ~~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~~trades ~~maintained in its country in which case the assets~~ may ~~never~~ be ~~recovered. The~~in ~~General~~developmental ~~Partner~~stages ~~might~~so ~~have little or no notice~~ that ~~such~~prior ~~events~~price histories ~~were happening. In such circumstances, the General Partner~~ may not be ~~able~~indicative toof ~~obtain~~current ~~the~~price ~~Partnership’s assets~~patterns.

~~Relatively~~Exchange-Rate ~~New~~Exposure ~~Markets~~

~~Some~~The Partnership is valued in U.S. dollars. Contracts on foreign exchanges onare ~~which~~usually traded in the local currency. The Partnership’s ~~trades~~assets held in connection with contracts priced and settled in a foreign currency may be held in ~~developmental~~a ~~stages~~foreign sodepository ~~that~~in ~~prior~~accounts ~~price~~denominated ~~histories~~in ~~may~~a ~~not~~foreign becurrency. ~~indicative~~Changes in the value of ~~current~~the ~~price~~local ~~patterns~~currency relative to the U.S. dollar could cause losses to the Partnership even if the contract traded is profitable.

~~Exchange~~-~~Rate~~ 12 - ~~Exposure~~

~~The~~Risks ~~Partnership~~Associated ~~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~~Affiliates 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~~The ~~Associated~~Partnership’s clearing broker may use an affiliate to carry and clear transactions on foreign 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 ~~Affiliates~~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 ~~Partnership’s~~percentage ~~clearing broker may use an affiliate to carry and clear transactions on foreign 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~~positions ~~held~~which atare ~~affiliated~~traded ~~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~~exchanges ~~and~~can ~~foreign~~vary ~~options~~significantly ~~transactions~~from ~~through~~month ~~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~~month.

The ~~percentage~~Unregulated Nature of Uncleared Trades in the ~~Partnership’s~~OTC Markets ~~positions~~Creates ~~which~~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 OTC “spot” contracts, are ~~traded~~entered into between private parties off 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 creditworthiness of the counterparty. Trading of foreign ~~exchanges~~exchange ~~can~~spot ~~vary~~contracts ~~significantly~~or ~~from~~foreign ~~month~~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 ~~month~~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 is at risk with respect to the creditworthiness and trading practices of MS&Co. 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 23Act. 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-Frank Act requirements. Therefore, the Partnership will not receive the full benefit of CFTC regulation for certain of their foreign currency trading activities.

The Unregulated Nature of Uncleared Trades in the OTC 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 OTC “spot” contracts, are entered into between private parties off 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 creditworthiness of the counterparty. Trading of foreign exchange spot contracts or foreign exchange forwards and foreign exchange swaps (as such terms are defined in the Dodd-~~Frank~~ 13 - 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.

-The 24percentage -of the Partnership’s positions that are expected to constitute foreign currency forwards and foreign currency swaps can vary substantially from month to month.

~~Dodd-Frank~~Trading Swaps ~~Act~~Creates Distinctive Risks. The ~~Dodd-Frank~~Trading ~~Act~~Advisor ~~includes~~may ~~foreign~~trade ~~currency~~in ~~forwards~~certain swaps. Unlike futures and ~~foreign~~options ~~currency~~on ~~swaps~~futures ~~(as~~contracts, ~~such~~most ~~terms~~swap contracts currently are ~~defined~~not intraded 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 ~~definition~~determine which other classes of “swap~~.” The CFTC~~ ~~has~~contracts ~~been~~will ~~granted~~be ~~authority~~required to ~~regulate~~be ~~all~~cleared ~~swaps,~~and ~~but~~executed ~~grants~~on ~~the~~an Uexchange or other organized trading platform.S. ~~Treasury~~Until ~~Department~~such time as these transactions are cleared, the ~~discretion~~Partnership will be subject to ~~exempt~~a ~~foreign~~greater risk ~~currency~~of ~~forwards~~counterparty ~~and~~default ~~foreign~~on ~~currency~~its swaps. Because ~~from~~swaps ~~all~~do ~~aspects~~not ofgenerally involve the ~~Dodd-Frank~~delivery ~~Act~~of ~~other~~underlying ~~than~~assets ~~reporting~~or principal, ~~recordkeeping~~the amount payable upon default and ~~business~~early ~~conduct~~termination ~~rules~~is ~~for~~usually ~~swap~~calculated by reference to the current market value of the contract. Swap dealers and major swap participants require the Partnership to deposit initial margin and variation margin as 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 likely result in losses to the Partnership.

InThere ~~November~~are ~~2012,~~no ~~Treasury~~limitations ~~determined~~on ~~that~~daily ~~those~~price ~~transactions~~movements ~~can~~in beswaps. ~~carved~~Speculative ~~out~~position oflimits ~~the~~are ~~swap~~not ~~category,~~currently ~~and~~applicable ~~they~~to ~~are~~swaps, but ~~subject~~in ~~only~~the tofuture ~~the~~may ~~noted~~be ~~categories~~applicable offor ~~the~~swaps ~~Dodd-Frank~~on ~~Act~~certain ~~requirements~~commodities. ~~Therefore~~ In addition, participants in the ~~Partnership~~swap ~~will~~markets are not ~~receive~~required to make continuous markets in the ~~full~~swaps ~~benefit~~they oftrade, ~~CFTC~~and ~~regulation~~determining a market value for ~~certain~~calculation of ~~their~~termination amounts ~~foreign~~can ~~currency~~lead ~~trading~~to ~~activities~~uncertain results.

Trading of swaps has been and will continue to be subject to substantial change under the Dodd-Frank Act and related regulatory action. Under the Dodd-Frank Act, many commodity swaps may 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. The ~~percentage~~CFTC ofand the ~~Partnership’s~~prudential ~~positions~~regulators that oversee swap dealers finalized rules regarding margin for uncleared swaps which will impose certain requirements beginning September 1, 2016 that may adversely impact the manner in which such swaps are ~~expected~~traded and/or settled or increase the costs of such trades. These rules require, among other things, daily two-way margin (posting and collecting) for all trades between covered swap entities (“CSEs”) and swap dealers (“SDs”) and major swap participants (“MSPs”), and daily two-way margin for all trades between CSEs and financial end users that have over $8 billion in gross notional exposure in uncleared swaps. The rules also require daily cash payments for all trades between CSEs and SD/MSPs and daily posting for all trades between SD/MSPs and financial end users. Additional regulatory requirements will apply to ~~constitute~~all ~~foreign~~swaps, ~~currency~~whether ~~forwards~~subject to mandatory clearing or not. These include collateral and ~~foreign~~capital ~~currency~~requirements, reporting obligations, speculative position limits for certain swaps, ~~can~~and ~~vary~~other ~~substantially~~regulatory ~~from~~requirements. ~~month~~Swaps which are not offered for clearing by a clearing house will continue to ~~month~~be traded bi-laterally. Such bi-lateral transactions will remain subject to many of the risks discussed in the preceding paragraphs.

~~Trading Swaps Creates Distinctive Risks~~Non-U. ~~The~~S. ~~Trading~~depositories ~~Advisor~~are ~~may~~not ~~trade~~subject into ~~certain~~U.S. ~~swaps~~regulation. ~~Unlike~~ The ~~futures~~Partnership’s ~~and~~assets ~~options~~held onin ~~futures~~these ~~contracts,~~depositories ~~most~~are subject ~~swap~~to ~~contracts~~the ~~currently~~risk ~~are~~that ~~not~~events ~~traded~~could onoccur orwhich ~~cleared~~would byhinder ~~an exchange~~ or ~~clearinghouse. The~~prevent ~~CFTC~~the ~~currently~~availability ~~requires only a limited class~~ of ~~swap~~these ~~contracts~~funds ~~(certain~~for ~~interest~~distribution ~~rate and credit default swaps)~~ to becustomers ~~cleared~~including ~~and~~the ~~executed~~Partnership. Such onevents anmay ~~exchange~~include oractions ~~other~~by ~~organized trading platform. In accordance with~~ the ~~Dodd-Frank~~government ~~Act,~~of the ~~CFTC~~jurisdiction ~~will~~ in which the ~~future~~depository ~~determine~~is ~~which~~located ~~other~~including ~~classes~~expropriation, oftaxation, ~~swap~~moratoria ~~contracts will be required to be cleared~~ and ~~executed~~political ~~on an exchange~~ or ~~other~~diplomatic ~~organized trading platform~~events. ~~Until~~ ~~such time as these~~

- 25 14 -

~~There~~Implementation ~~are~~of noLegislation ~~limitations~~is onNot ~~daily price movements in swaps~~Complete. ~~Speculative~~ ~~position~~Rules ~~limits~~implementing ~~are not currently applicable to swaps, but in~~ the Dodd-Frank ~~future~~Act ~~may~~and besimilar ~~applicable~~legislation ~~for swaps on certain commodities. In addition, participants~~ in ~~the~~other ~~swap~~countries ~~markets~~ are not ~~required~~yet tocomplete. ~~make~~The ~~continuous~~impact ~~markets~~of infuture ~~the~~rules ~~swaps~~on ~~they~~transactions ~~trade,~~of ~~and~~the ~~determining~~type aundertaken ~~market~~by ~~value~~the ~~for~~Partnership ~~calculation~~is ofnot ~~termination amounts can lead to uncertain results~~certain.

~~Trading~~Changes ofin ~~swaps~~Regulation ~~has~~of ~~been~~Swaps ~~and~~Could ~~will~~Lead ~~continue~~ to beIncreased ~~subject~~Costs. toAs ~~substantial change under~~ the Dodd-Frank Act and related ~~regulatory~~rules, ~~action. Under~~as ~~the~~well ~~Dodd-Frank~~as analogous ~~Act,~~legislation ~~many~~and ~~commodity~~regulations ~~swaps~~in ~~may~~other becountries, ~~required~~are toimplemented beand ~~cleared~~market ~~through~~infrastructure ~~central~~adapts ~~clearing~~to ~~parties~~the ~~and~~changes, ~~executed~~the oncost ~~exchanges~~of orengaging ~~other~~in ~~organized~~ trading ~~platforms. Security-based~~of swaps ~~will~~and beother ~~subject~~products tocould ~~similar~~increase, ~~requirements. Additional~~reducing ~~regulatory~~the ~~requirements~~profits ~~will~~from ~~apply~~those totrades. ~~all swaps, whether subject to mandatory clearing~~

-Central 26Clearing -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 and could affect a large portion of the market.

Deregistration of the Commodity Pool Operator or ~~not~~Commodity Trading Advisor Could Disrupt Operations. ~~These~~ ~~include~~The ~~margin,~~General ~~collateral~~Partner is a registered commodity pool operator and ~~capital~~the ~~requirements,~~Trading ~~reporting~~Advisor ~~obligations~~is a registered commodity trading advisor. If the CFTC were to terminate, ~~speculative~~suspend, ~~position~~revoke ~~limits~~or ~~for~~not renew ~~certain~~the ~~swaps~~registration of the General Partner, ~~and~~the ~~other~~General ~~regulatory~~Partner ~~requirements~~would withdraw as general partner of the Partnership. ~~Swaps~~ ~~which~~The ~~are~~Limited ~~not~~Partners ~~offered~~would ~~for~~then ~~clearing~~determine bywhether to select a ~~clearing~~replacement ~~house~~general ~~will~~partner ~~continue~~or to bedissolve ~~traded~~the ~~bi-laterally~~Partnership. ~~Such~~ ~~bi-lateral~~If ~~transactions~~the CFTC ~~will~~were ~~remain~~to ~~subject~~terminate, tosuspend, ~~many~~revoke or not renew the registration of the ~~risks~~Trading ~~discussed~~Advisor, inthe General Partner would terminate the ~~preceding~~Trading ~~paragraphs~~Advisor’s advisory agreement with the Partnership. The General Partner could reallocate the Partnership’s assets managed by the Trading Advisor to new trading advisor(s) or terminate the Partnership. No action is currently pending or threatened against the General Partner or the Trading Advisor.

~~Implementation~~The ofPartnership is ~~Legislation~~Subject isto ~~Not~~Speculative ~~Complete~~Position Limits. ~~Rules~~ U.S. ~~implementing~~futures exchanges have established speculative position limits (referred to as “position limits”) on the ~~Dodd-Frank~~maximum net ~~Act~~long or net short position, which any person or group of persons may hold or control in particular futures and ~~similar~~options ~~legislation~~on futures. Most exchanges also limit the amount of fluctuation in ~~other~~commodity ~~countries~~futures ~~are~~contract ~~not~~prices ~~yet~~on ~~complete~~a single trading day. Therefore, the Trading Advisor may have to modify its trading instructions or reduce the size of its position in one or more futures or option contracts in order to avoid exceeding such position limits, which could adversely affect the profitability of the Partnership. The ~~impact~~futures exchange may amend or adjust these position limits or the interpretation of ~~future~~how such limits are applied, adversely affecting the profitability of the Partnership. In addition, in October 2011, the CFTC adopted rules governing position limits on ~~transactions~~futures (and options on futures) on a number 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 ~~type~~CFTC’s ~~undertaken~~rules were vacated by the ~~Partnership~~United isStates ~~not~~District Court for the District of Columbia and remanded to the CFTC for further consideration. The CFTC proposed revised position limits rules late in 2013. The comment period for the rules closed in February 2014, and the CFTC subsequently reopened comment periods for comments about certain issues related to futures and option contracts on agricultural commodities only. Those comment periods have also closed, and the date for the CFTC’s final rules is unknown. It is possible that these rules may take effect in some form. If so, these rules could have an adverse effect on the Partnership’s trading.

~~Changes in Regulation of Swaps Could Lead to Increased Costs. As the Dodd~~-~~Frank~~ 15 - Act and related rules, as well as analogous legislation and regulations in other countries, are implemented and market infrastructure adapts to the changes, the cost of engaging in trading of swaps and other products could increase, reducing the profits from those trades.

~~Deregistration~~The ofPartnership has Credit Risk to the Commodity ~~Pool~~Brokers. The Partnership ~~Operator~~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 ~~Trading~~Brokers ~~Advisor~~are ~~Could~~unable ~~Disrupt~~to ~~Operations~~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. ~~The~~ ~~General~~Exchange-traded ~~Partner~~futures isand futures-styled option contracts are marked to market on a ~~registered~~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 ~~pool~~customers, ~~operator~~all funds held by them with respect to exchange-traded futures and futures-styled option contracts, including an amount equal to the ~~Trading~~net unrealized gain on all open futures and futures-styled option 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 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 OTC foreign exchange contracts and uncleared swaps with MS&Co. prior to the implementation of the Dodd-Frank Act’s provisions, there was no requirement to segregate funds held with respect to such contracts. The CFTC and the prudential regulators that oversee swap dealers finalized rules regarding margin for uncleared swaps which will impose certain requirements beginning September 1, 2016 that may adversely impact the manner in which such swaps are traded and/or settled or increase the costs of such trades. These rules require, among other things, daily two-way margin (posting and collecting) for all trades between CSEs and SDs and MSPs, and daily two-way margin for all trades between CSEs and financial end users that have over $8 billion in gross notional exposure in uncleared swaps. The rules also require daily cash payments for all trades between CSEs and SD/MSPs and daily posting for all trades between SD/MSPs and financial end users. There may also be costs and delays involved in negotiating the custodial arrangement and related contractual terms.

-Risks 27Relating -to the Trading Advisor

~~Advisor~~You isshould ~~a registered commodity trading advisor. If the CFTC were to terminate, suspend, revoke or~~ not ~~renew~~rely ~~the~~on ~~registration of~~ the ~~General~~past ~~Partner,~~performance ~~the General Partner would withdraw as general partner~~ of the ~~Partnership.~~Trading ~~The~~Advisor ~~Limited~~in ~~Partners~~deciding ~~would then determine whether~~ to ~~select~~purchase ~~a replacement general partner or to dissolve the Partnership~~Units. IfSince the ~~CFTC~~future performance ~~were to terminate, suspend, revoke or not renew the registration~~ of the Trading Advisor, ~~the~~is ~~General~~unpredictable, ~~Partner would terminate~~ the Trading Advisor’s ~~advisory~~past ~~agreement~~performance ~~with the Partnership. The General Partner could reallocate the Partnership’s assets managed by the Trading Advisor to new trading advisor(s) or terminate the Partnership. No action~~ is ~~currently~~not ~~pending~~necessarily orindicative ~~threatened~~of ~~against~~future ~~the General Partner or the Trading Advisor~~results.

~~The~~Reliance ~~Partnership is~~on ~~Subject~~the toTrading ~~Speculative~~Advisor ~~Position~~to ~~Limits~~Trade Successfully. ~~U.S.~~ The ~~futures~~Trading ~~exchanges~~Advisor ~~have~~is ~~established speculative~~responsible ~~position~~for ~~limits~~making ~~(referred~~all tofutures, forwards, asand ~~“position~~options ~~limits”)~~ trading decisions on behalf of the ~~maximum net~~Partnership. ~~long~~The orGeneral ~~net~~Partner ~~short position, which~~has ~~any~~no ~~person~~control orover ~~group~~the ofspecific ~~persons~~trades the Trading Advisor may ~~hold~~make, leverage used, risks and/or ~~control~~concentrations inassumed ~~particular~~or ~~futures~~whether ~~and~~the ~~options~~Trading onAdvisor will ~~futures. Most~~act ~~exchanges~~in ~~also~~accordance ~~limit~~with the ~~amount~~disclosure ofdocuments ~~fluctuation~~or indescriptive ~~commodity~~materials ~~futures~~furnished ~~contract~~by ~~prices~~them onto athe ~~single~~General ~~trading day~~Partner. ~~Therefore,~~ ~~the~~The ~~Trading~~General ~~Advisor~~Partner ~~may~~can ~~have~~provide tono ~~modify~~assurance ~~its~~that the trading ~~instructions~~program oremployed ~~reduce~~by the ~~size~~Trading ofAdvisor ~~its~~will ~~position~~be insuccessful. ~~one~~The Trading orAdvisor, ~~more~~in ~~futures~~turn, oris ~~options~~dependent ~~contracts~~upon inthe ~~order~~services toof ~~avoid~~a ~~exceeding~~limited ~~such~~number ~~position~~of ~~limits,~~persons ~~which could~~to ~~adversely~~develop ~~affect~~and ~~the profitability~~refine oftheir ~~the~~trading ~~Partnership. The~~approaches ~~futures~~and ~~exchange~~strategies ~~may~~and ~~amend~~execute orthe ~~adjust~~trading ~~these~~transactions. ~~position~~The ~~limits~~loss orof the ~~interpretation~~services of ~~how~~any ~~such~~of ~~limits~~the ~~are~~Trading ~~applied,~~Advisor’s principals ~~adversely~~or ~~affecting~~key employees, or the ~~profitability~~failure of ~~the~~those ~~Partnership. In~~principals ~~addition,~~or inkey ~~October 2011,~~employees ~~the~~to ~~CFTC~~function ~~adopted~~effectively ~~new rules~~as ~~governing position~~a ~~limits~~team, onmay ~~futures~~have ~~(and~~an ~~options~~adverse effect on ~~futures)~~the onTrading aAdvisor’s ~~number~~ability ofto ~~agricultural,~~manage ~~energy~~its ~~and~~trading ~~metals~~activities ~~commodities~~successfully, asor ~~well~~may ascause onthe Trading ~~swaps~~Advisor ~~that~~to ~~perform~~cease aoperations ~~significant~~entirely. ~~price~~This, ~~discovery~~in ~~function~~turn, ~~with~~could ~~respect~~negatively toaffect ~~those~~the ~~futures~~Partnership’s ~~and options~~performance. In

- 28 16 -

~~The~~Market ~~Partnership has~~Factors ~~Credit~~May ~~Risk~~Adversely toInfluence the ~~Commodity~~Trading ~~Brokers~~Program. ~~The~~ ~~Partnership~~Often, ~~has credit risk because~~ the most ~~Commodity~~unprofitable ~~Brokers~~market ~~act~~conditions asfor the ~~futures~~Partnership ~~commission~~are ~~merchants~~those ~~for~~in ~~futures~~which ~~transactions~~prices or“whipsaw,” ~~the~~that ~~counterparties of OTC transactions~~is, ~~with~~such ~~respect~~price tomoves ~~most~~quickly ofupward ~~the~~(or ~~Partnership’s~~downward), ~~assets.~~then ~~As such~~reverses, inthen ~~the~~moves ~~event~~upward ~~that~~(or ~~the~~downward) ~~Commodity Brokers are unable to perform~~again, ~~the~~then ~~Partnership’s~~reverses ~~assets~~again. ~~are~~In ~~at risk and, in~~ such ~~event~~ conditions, the ~~Partnership~~Trading Advisor may ~~only~~establish ~~recover~~positions ~~a portion~~based ofon ~~its~~incorrectly ~~investment~~identifying orboth ~~nothing~~the atbrief ~~all.~~upward ~~Exchange-traded~~or ~~futures~~downward ~~and~~price ~~futures-styled~~movements ~~option~~as ~~contracts are marked to market on a daily basis~~trends, ~~with~~whereas ~~variations~~ in ~~value~~fact ~~credited~~no ortrends ~~charged~~sufficient to ~~the~~generate ~~Partnership’s~~profits ~~account on a daily basis~~develop. ~~The~~Any ~~Commodity~~factor ~~Brokers,~~which asmay ~~futures~~lessen ~~commission merchants for~~ the prospect ~~Partnership’s~~of ~~exchange-traded~~favorable ~~contracts,~~conditions ~~are~~in ~~required,~~the ~~pursuant~~future to(such ~~CFTC~~as ~~regulations,~~lack toof ~~segregate~~major ~~from~~price ~~their~~trends ~~own~~or ~~assets,~~increased ~~and~~governmental ~~for~~control ~~the sole benefit~~ of ~~their commodity customers~~, ~~all~~or ~~funds~~participation ~~held by them with respect to exchange-traded futures and futures-styled options contracts~~in, ~~including~~the anmarkets) ~~amount~~may ~~equal~~reduce to the ~~net~~Trading ~~unrealized~~Advisor’s ~~gain~~ability ~~on all open futures and futures-styled options contracts. Similar requirements apply with respect~~ to ~~funds~~trade ~~held~~profitably in ~~connection~~the ~~with cleared swap contracts~~future. In ~~the event of a shortfall in segregated customer funds held by the futures commission merchant, the Partnership’s assets on~~

-Increasing 29the -Assets Managed by the Trading Advisor May Adversely Affect 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 option contracts in a commodity that one trader may own or control. The Trading Advisor has not agreed to limit the amount of additional assets that they will manage.

~~account~~You ~~with~~Will ~~the~~Not ~~futures commission merchant may~~ be atAware ~~risk in the event~~ of ~~the~~Changes ~~futures~~to ~~commission merchant’s bankruptcy or insolvency, and in such event,~~ the ~~Partnership~~Trading ~~may~~Program. Because ~~only recover a portion~~ of the ~~available~~proprietary ~~customer~~nature ~~funds. If no property is available for distribution, the Partnership would not recover any~~ of ~~its assets. With respect to~~ the ~~Partnership~~Trading Advisor’s ~~OTC~~trading ~~foreign~~program, ~~exchange~~you ~~contracts~~generally ~~and~~will ~~uncleared~~not ~~swaps~~be ~~with~~advised ~~MS&Co.~~if ~~and~~adjustments ~~MSCG~~are ~~prior~~made to the ~~implementation~~Trading ~~of the Dodd-Frank Act~~Advisor’s ~~provisions,~~trading ~~there~~program ~~was~~in noorder ~~requirement~~ to ~~segregate~~accommodate ~~funds~~additional ~~held~~assets ~~with~~under ~~respect~~management ~~to such contracts. There is still no requirement to segregate funds held as variation margin posted by a party engaging in uncleared swaps with a swap dealer~~ or ~~major~~for ~~swap~~any ~~participant;~~other ~~however, a party engaging in uncleared swaps with a swap dealer or major swap participant can ask that the initial margin posted by such party be held with an independent third party custodian~~reason. ~~Generally,~~ the party requesting segregation will pay the costs of such custodial arrangement. There may also be costs and delays involved in negotiating the custodial arrangement and related contractual terms.

~~Risks~~The ~~Relating~~Trading Advisor May Terminate its Advisory Agreement. The advisory agreement with the Trading Advisor automatically renews annually unless terminated by the General Partner or the Trading Advisor. In the event the advisory agreement is not renewed, the General Partner may not be able to enter into an arrangement with the Trading Advisor or another trading advisor on terms substantially similar to the previous advisory agreement.

~~Since~~Disadvantages ~~the~~of ~~future~~Replacing ~~performance~~or ofSwitching ~~the~~Trading Advisors. The Trading Advisor is ~~unpredictable~~required to recoup previous trading losses before it can earn performance-based compensation. However, the General Partner may elect to replace the 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) ~~past~~would earn performance-based iscompensation ~~not~~on ~~necessarily~~the ~~indicative~~first dollars of ~~future~~investment ~~results~~profits. The effect of the replacement of, or the reallocation of assets away from, the Trading Advisor therefore could be significant.

~~Reliance~~Partnership onPerformance ~~the~~May ~~Trading~~Be ~~Advisor~~Hindered toby ~~Trade~~Increased ~~Successfully~~Competition for Positions. ~~The~~Assets ~~Trading~~in ~~Advisor~~managed isfutures ~~responsible~~have grown ~~for~~from ~~making~~an ~~all~~estimated ~~futures,~~$300 ~~forwards,~~million ~~and~~in ~~options~~1980 ~~trading~~to ~~decisions~~over on$327.3 ~~behalf~~billion as of ~~the~~December ~~Partnership~~31, 2015 (source: BarclayHedge, Ltd., ~~The~~Fairfield, ~~General~~IA). ~~Partner~~This has noresulted ~~control~~in ~~over~~increased ~~the~~trading ~~specific~~competition. ~~trades~~Since ~~the~~futures ~~Trading~~are ~~Advisor~~traded ~~may~~in ~~make~~an auction-like market, ~~leverage used~~the more competition there is for some contracts, ~~risks~~the ~~and/or~~more ~~concentrations~~difficult ~~assumed~~it oris ~~whether~~for the ~~Trading~~Partnership’s ~~Advisor~~trading ~~will~~advisor ~~act~~to inobtain ~~accordance~~the ~~with~~best prices for the ~~disclosure~~Partnership. ~~documents~~The orTrading ~~descriptive~~Advisor ~~materials~~is ~~furnished~~required byto ~~them~~use an allocation methodology that is fair to ~~the~~all customers. ~~General~~

- 30 17 -

~~Market~~You ~~Factors~~Will ~~May~~Not ~~Adversely~~Have ~~Influence~~Access ~~the~~to ~~Trading Program. In~~ the ~~past,~~Partnership’s ~~there~~Positions ~~have~~and ~~been~~Must ~~periods~~Rely ~~when~~on the ~~market~~General ~~conditions~~Partner ~~have not been favorable~~ to Monitor the Trading Advisor~~’s strategy and such periods may recur~~. As ~~The~~a ~~past~~Limited ~~performance~~Partner, ofyou ~~such~~will ~~trading strategy is~~ not ~~necessarily~~have ~~indicative~~access ~~of its 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’s ~~are~~trade ~~those~~positions. ~~in which prices “whipsaw~~Consequently,” ~~that~~you ~~is,~~will ~~such~~not ~~price~~know ~~moves~~whether ~~quickly upward (or downward), then reverses, then moves upward (or downward) again, then reverses again. In such conditions,~~ the Trading Advisor ~~may~~is ~~establish~~adhering ~~positions~~to ~~based on incorrectly identifying both~~ the ~~brief~~Partnership’s trading ~~upward~~policies orand ~~downward~~must ~~price~~rely ~~movements~~on ~~as trends, whereas in fact no trends sufficient to generate profits develop. Any factor which may lessen~~ the ~~prospect~~ability of ~~favorable conditions in~~ the ~~future~~General ~~(such~~Partner ~~as lack of major price trends or increased governmental control of, or participation in, the markets) may reduce the Trading Advisor’s ability~~ to ~~trade~~monitor ~~profitably~~trading inand ~~the~~protect ~~future~~your investment.

-Taxation 31Risks -

~~Increasing~~You ~~the~~May ~~Assets~~Have ~~Managed~~Tax byLiability ~~the~~Attributable ~~Trading~~To ~~Advisor~~Your ~~May~~Interest ~~Adversely~~in ~~Affect~~the ~~Performance. The~~Partnership ~~rates~~Even ofIf ~~return~~You ~~achieved~~Have byReceived ~~commodity~~No ~~trading~~Distributions ~~advisors~~and Redeemed ~~often~~No ~~diminish~~Units asand ~~the~~Even ~~assets~~if ~~under~~the ~~their~~Partnership Generated ~~management~~a ~~increase~~Loss. If ~~This~~the ~~can~~Partnership ~~occur~~has profit for ~~many~~a ~~reasons~~taxable year, ~~including~~ the ~~inability~~profit ~~of the~~will ~~trading~~be ~~advisor~~includible toin ~~execute~~your ~~larger~~taxable ~~position~~income, ~~sizes~~whether ator ~~desired~~not ~~prices~~cash ~~and~~or ~~because~~other ofproperty ~~the~~is ~~need~~actually distributed to ~~adjust~~ you by the ~~trading~~Partnership. ~~advisor’s~~The ~~trading~~General ~~program~~Partner presently does not intend to ~~avoid~~make ~~exceeding~~any ~~speculative~~distributions ~~position~~from ~~limits~~the Partnership. ~~These~~Accordingly, ~~are~~it ~~limits~~is ~~established~~anticipated bythat ~~the~~U.S. ~~CFTC~~federal ~~and~~income taxes on your allocable share of the ~~exchanges~~Partnership’s onprofits will exceed the ~~number~~amount of ~~speculative~~distributions ~~futures~~to ~~and~~you, ~~options~~if ~~contracts~~any, infor a ~~commodity~~taxable year, so that ~~one~~you ~~trader~~must ~~may~~be ~~own~~prepared to fund any tax liability from redemptions of Units or ~~control~~other sources. ~~The~~In ~~Trading~~addition, ~~Advisor~~the ~~has~~Partnership ~~not~~may ~~agreed~~have tocapital ~~limit~~losses from trading activities that cannot be deducted against the ~~amount~~Partnership’s ofordinary ~~additional~~income ~~assets~~(e.g., interest income, periodic net swap payments) so that ~~they~~you ~~will~~may ~~manage~~have to pay taxes on ordinary income even if the Partnership generates a net loss.

~~You~~The ~~Will~~Partnership’s ~~Not~~Tax Returns Could be ~~Aware~~Audited. The ofInternal ~~Changes~~Revenue toService (“IRS”) could audit the ~~Trading~~Partnership’s ~~Program~~U. ~~Because~~S. offederal ~~the~~income ~~proprietary~~tax ~~nature~~returns. ofIf ~~the~~an ~~Trading~~audit ~~Advisor~~results in an adjustment to the Partnership’s ~~trading~~tax ~~program~~return, ~~you~~Limited Partners in the Partnership could be required to file amended returns and pay additional tax. Pursuant to new legislation effective for tax years beginning on or after January 1, 2018, audits of the Partnership generally will ~~not~~be conducted at the Partnership level and any adjustment that results in additional tax (including interest and penalties thereon) will be ~~advised~~assessed ifand ~~adjustments~~collected ~~are~~at ~~made~~the Partnership level in the current taxable year, with the current partners indirectly bearing such cost, unless the Partnership makes an election to issue adjusted K-1s to those partners that were partners in the taxable ~~Trading~~year ~~Advisor’s~~subject ~~trading~~to ~~program~~audit. Therefore, unless the Partnership elects otherwise, the Partnership may be directly responsible in ~~order~~the current taxable year for the income tax liability resulting from an audit adjustment that relates to ~~accommodate~~a ~~additional~~prior taxable ~~assets~~year ~~under~~in ~~management~~which a current limited partner did not own an interest in the Partnership or ~~for~~in ~~any~~which ~~other~~the ~~reason~~limited partner’s ownership percentage has since changed. The full implications of these new rules are not yet known and limited partners should consult their tax advisers regarding the potential implications of this new audit regime.

~~The~~You ~~Trading~~Will ~~Advisor~~Recognize Short-Term ~~May~~Capital ~~Terminate~~Gain. Profits ~~its~~on ~~Advisory~~futures ~~Agreement.~~contracts ~~The~~traded ~~advisory~~in ~~agreement~~regulated ~~with~~U.S. ~~the~~and ~~Trading~~some ~~Advisor~~foreign ~~automatically~~exchanges, ~~renews~~foreign ~~annually~~currency ~~unless~~contracts ~~terminated~~traded byin the ~~General~~interbank ~~Partner~~market, orand ~~the~~U.S. ~~Trading~~and ~~Advisor.~~some Inforeign ~~the~~exchange-traded ~~event~~options ~~the~~on ~~advisory~~commodities ~~agreement~~are generally istaxed ~~not~~as ~~renewed,~~short-term capital gain to the ~~General~~extent ~~Partner~~of ~~may~~40% ~~not~~of begains ~~able~~with respect to ~~enter~~section ~~into~~1256 ancontracts ~~arrangement~~and ~~with~~at least 50% of the ~~Trading~~gain ~~Advisor~~arising orfrom ~~another~~a ~~trading~~mixed ~~advisor~~straddle onaccount ~~terms~~and ~~substantially~~are ~~similar~~currently totaxed ~~the~~at ~~previous~~a ~~advisory~~maximum ~~agreement~~marginal ordinary U.S. federal income tax rate of 39.6%.

~~Disadvantages~~The ofIRS ~~Replacing~~Could orTake ~~Switching~~the ~~Trading~~Position ~~Advisors~~that Deductions for Certain Partnership Expenses Are Subject To Various Limitations. Non-corporate taxpayers are subject to certain limitations for deductions for “investment advisory expenses” for U.S. federal income tax and alternative minimum tax purposes. The ~~Trading~~IRS ~~Advisor~~could argue isthat ~~required~~certain toPartnership ~~recoup~~expenses ~~previous~~are ~~trading~~investment ~~losses~~advisory ~~before~~expenses. itProspective ~~can~~investors ~~earn~~should ~~performance-based~~discuss ~~compensation~~with their tax advisors the tax consequences of an investment in the Partnership.

-Tax 32Laws -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.

~~However,~~Non-U.S. ~~the~~Investors ~~General~~May ~~Partner~~Face ~~may~~Exchange ~~elect~~Rate toRisk ~~replace~~and ~~the~~Local ~~Trading~~Tax ~~Advisor if it has a “loss carry~~Consequences. Non-~~forward~~U.”S. Ininvestors ~~that~~should ~~case,~~note ~~the~~that Units ~~Partnership~~are ~~would~~denominated ~~lose~~in ~~the~~U.S. ~~“free~~dollars ~~ride”~~and ofthat ~~any~~changes ~~potential~~in ~~recoupment~~rates of ~~the~~exchange ~~prior~~between ~~losses.~~currencies Inmay ~~addition,~~cause the ~~new~~value ~~trading~~of ~~advisor(s)~~their ~~would~~investment ~~earn~~to ~~performance-based~~decrease ~~compensation~~or onto ~~the~~increase. ~~first~~Non-U.S. ~~dollars~~investors ofshould ~~investment~~consult ~~profits.~~their ~~The~~own ~~effect~~tax ofadvisors concerning the ~~replacement~~applicable U.S. ~~of,~~and orforeign ~~the~~tax ~~reallocation~~implications of ~~assets~~this ~~away from, the Trading Advisor therefore could be significant~~investment.

~~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 $325 billion~~Item ~~in March 2014~~1B. UNRESOLVED ~~This~~STAFF ~~has~~COMMENTS 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 Partnership’s trading advisor to obtain the best prices for the Partnership. The Trading Advisor is 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 Advisor~~applicable. As a Limited Partner, you will not have access to the Partnership’s trade positions. Consequently, you will not know whether the Trading Advisor is adhering to the Partnership’s trading policies and must rely on the ability of the General Partner to monitor trading and protect your investment.

~~Taxation~~- 18 - ~~Risks~~

-Item 2. PROPERTIES ~~33 -~~

~~Partnership Generated~~The ~~a Loss. If the~~ Partnership’s ~~has~~executive ~~profit~~and ~~for~~administrative aoffices ~~taxable~~are ~~year,~~located within the ~~profit~~offices ~~will~~of ~~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,~~The itGeneral ~~is anticipated that U.S. federal income taxes on your allocable share of the Partnership~~Partner’s offices ~~profits~~utilized ~~will~~by ~~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~~are ~~have~~located ~~capital~~at ~~losses~~522 ~~from~~Fifth ~~trading activities that cannot be deducted against the Partnership’s ordinary income (e.g.~~Avenue, ~~interest~~New ~~income~~York, ~~periodic~~NY ~~net swap payments) so that you may have to pay taxes on ordinary income even if the Partnership generates a net loss~~10036.

~~The Partnership’s Tax Returns Could be Audited~~Item 3. ~~The~~ LEGAL PROCEEDINGS 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.

~~You~~This ~~Will~~section ~~Recognize~~describes ~~Short-Term~~the ~~Capital~~major ~~Gain. Profits~~pending onlegal ~~futures contracts traded in regulated U.S. and some foreign exchanges~~proceedings, ~~foreign~~other ~~currency~~than ~~contracts~~ordinary ~~traded~~routine inlitigation ~~the~~incidental ~~interbank~~to ~~market~~the business, ~~and~~to Uwhich MS&Co.S. ~~and~~or ~~some~~its ~~foreign~~subsidiaries ~~exchange-traded~~is ~~options~~a onparty ~~commodities~~or ~~are generally taxed as short-term capital gain~~ to ~~the~~which ~~extent~~any of ~~40%~~their ofproperty ~~gains~~is ~~with~~subject. There ~~respect~~are tono ~~section~~material ~~1256~~legal ~~contracts~~proceedings ~~and~~pending atagainst ~~least~~the ~~50%~~Partnership ofor the ~~gain~~General ~~arising from a mixed straddle account and are currently taxed at a maximum marginal ordinary U~~Partner.S. ~~federal income tax rate of 39.6%.~~

-On 34June -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.”).

~~The~~MS&Co. ~~IRS~~is ~~Could~~a ~~Take~~wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the ~~Position~~Securities ~~that~~and ~~Deductions~~Exchange ~~for~~Commission ~~Certain~~(the ~~Partnership~~“SEC”) ~~Expenses~~as ~~Are~~required ~~Subject To~~by ~~Various~~the ~~Limitations. Non-corporate~~Exchange ~~taxpayers~~Act, ~~are~~which ~~subject~~include tocurrent ~~certain~~descriptions ~~limitations~~of ~~for~~material ~~deductions~~litigation ~~for~~and ~~“investment~~material ~~advisory~~proceedings ~~expenses”~~and ~~for~~investigations, ~~U.S.~~if ~~federal~~any, ~~income~~by ~~tax~~governmental and/or ~~alternative~~regulatory ~~minimum~~agencies or ~~tax~~self-regulatory ~~purposes.~~organizations ~~The~~concerning ~~IRS~~Morgan ~~could~~Stanley ~~argue~~and ~~that~~its ~~certain~~subsidiaries, ~~Partnership~~including ~~expenses~~MS&Co. As ~~are~~a ~~investment~~consolidated ~~advisory~~subsidiary ~~expenses~~of Morgan Stanley, MS&Co. ~~Prospective~~does ~~investors~~not ~~should~~file ~~discuss~~its ~~with~~own ~~their~~periodic ~~tax~~reports ~~advisors~~with the ~~tax~~SEC ~~consequences~~that contain descriptions of material anlitigation, ~~investment~~proceedings inand investigations. As a result, we refer you to the ~~Partnership~~“Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2015, 2014, 2013, 2012 and 2011.

~~Tax~~In ~~Laws~~addition ~~Are~~to ~~Subject~~the Tomatters ~~Change~~described atin ~~Any~~those ~~Time.~~filings, ~~Tax~~in ~~laws~~the ~~and~~normal ~~court~~course of business, each of Morgan Stanley and ~~IRS~~MS&Co. ~~interpretations~~has ~~thereof~~been ~~are~~named, from ~~subject~~time to ~~change~~time, atas ~~any~~a ~~time~~defendant in various legal actions, ~~possibly~~including arbitrations, class actions, and other litigation, arising in connection with ~~retroactive~~its ~~effect~~activities as a global diversified financial services institution. Certain ~~Prospective~~of ~~investors~~the ~~are~~legal actions ~~urged~~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 ~~discuss~~time, ~~scheduled~~in investigations and ~~potential~~proceedings ~~tax~~by governmental ~~law~~and/or ~~changes~~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 ~~their~~regard ~~tax~~to ~~advisors~~many financial services institutions, including Morgan Stanley and MS&Co.

~~Non-U~~MS&Co.S. ~~Investors~~is ~~May~~a ~~Face~~Delaware ~~Exchange~~limited ~~Rate~~liability ~~Risk~~company ~~and~~with ~~Local~~its ~~Tax~~main business ~~Consequences. Non-U.S.~~office ~~investors~~located ~~should~~at ~~note~~1585 ~~that~~Broadway, ~~Units~~New ~~are~~York, ~~denominated~~New inYork U10036.S. Among ~~dollars~~other registrations and ~~that~~memberships, ~~changes in rates of exchange between currencies may cause the value of their investment to decrease or to increase~~MS&Co. ~~Non-U.S.~~is ~~investors~~registered ~~should~~as ~~consult~~a ~~their~~futures ~~own~~commission ~~tax~~merchant ~~advisors concerning the applicable U.S.~~ and ~~foreign~~is ~~tax~~a ~~implications~~member of ~~this~~the ~~investment~~National Futures Association.

~~Item~~Regulatory ~~1B. UNRESOLVED~~and ~~STAFF~~Governmental ~~COMMENTS~~Matters.

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

-On 35February -25, 2015, MS&Co. reached an agreement in principle with the United States Department of Justice, Civil Division and the United States Attorney’s Office for the Northern District of California, Civil Division (collectively, the “Civil Division”) to pay $2.6 billion to resolve certain claims that the Civil Division indicated it intended to bring against MS&Co. That settlement was finalized on February 10, 2016.

~~Item~~In 2May 2014, the California Attorney General’s Office (“CAAG”), which is one of the members of the RMBS Working Group, indicated that it has made certain preliminary conclusions that MS&Co. ~~PROPERTIES~~ made knowing and material misrepresentations regarding RMBS and that it knowingly caused material misrepresentations to be made regarding the Cheyne SIV, which issued securities marketed to the California Public Employees Retirement System. The CAAG has further indicated that it believes MS&Co.’s conduct violated California law and that it may seek treble damages, penalties and injunctive relief. MS&Co. does not agree with these conclusions and has presented defenses to them to the CAAG.

~~The~~- 19 - 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, New York, NY 10036.

~~This~~In ~~section~~October 2014, ~~describes~~ the ~~major~~Illinois ~~pending~~Attorney ~~legal~~General’s ~~proceedings,~~Office ~~other~~(“ILAG”) ~~than~~sent ~~ordinary~~a letter ~~routine litigation incidental~~ to ~~the~~MS&Co. ~~business,~~alleging tothat ~~which~~ MS&Co. orknowingly ~~its~~made ~~subsidiaries~~misrepresentations isrelated ato ~~party~~RMBS orpurchased toby ~~which~~certain ~~any~~pension funds affiliated with the State of ~~their~~Illinois ~~property~~and isdemanding ~~subject~~that MS&Co. ~~There~~ ~~are~~pay noILAG ~~material~~approximately ~~legal~~$88 ~~proceedings~~million. ~~pending~~MS&Co. ~~against~~and ILAG ~~the~~reached ~~Partnership~~an oragreement to resolve the ~~General~~matter ~~Partner~~on February 10, 2016.

On ~~June~~January 113, ~~2011~~2015, ~~Morgan~~the ~~Stanley~~New &York ~~Co.~~Attorney ~~Incorporated~~General’s ~~converted~~Office (“NYAG”), ~~from~~which is also a ~~Delaware~~member ~~corporation~~of tothe aRMBS ~~Delaware~~Working ~~limited~~Group, ~~liability~~indicated ~~company. As~~that it intends to file a ~~result~~lawsuit ofrelated ~~that~~to ~~conversion,~~approximately ~~Morgan~~30 ~~Stanley~~subprime &securitizations sponsored by MS&Co. ~~Incorporated~~NYAG isindicated ~~now~~that ~~named~~the ~~Morgan~~lawsuit ~~Stanley~~would &allege that MS&Co. ~~LLC~~misrepresented (“or omitted material information related to the due diligence, underwriting and valuation of the loans in the securitizations and the properties securing them and indicated that its lawsuit would be brought under the Martin Act. MS&Co.”) and NYAG reached an agreement to resolved the matter on February 10, 2016.

On June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by The Commodity Futures Trading Commission (“CFTC”) to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange 36futures transactions unless there is an Exchange for Related Position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act and CFTC Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and failing to have adequate policies and procedures designed to detect and deter the violations of the Commodity Exchange Act, as amended, and CFTC Regulations. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. accepted and consented to entry of findings and the imposition of a cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine. MS&Co. entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co. violated CME Rules 432.Q and 538 and fined MS&Co. $750,000 and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

~~MS&Co.~~On isJuly ~~a wholly-owned~~23, ~~indirect subsidiary of Morgan Stanley~~2014, athe ~~Delaware holding company~~U. ~~Morgan~~S. ~~Stanley files periodic reports with the SEC as required by the~~ Securities and Exchange ~~Act~~Commission ~~of 1934~~ (“~~Exchange Act~~SEC”), ~~which~~approved ~~include~~a ~~current~~settlement ~~descriptions~~by ofMS&Co. ~~material litigation~~ and ~~material~~certain ~~proceedings~~affiliates ~~and~~to resolve ~~investigations,~~an ifinvestigation ~~any,~~related byto ~~governmental~~certain ~~and/or~~subprime ~~regulatory~~RMBS ~~agencies~~transactions orsponsored ~~self-regulatory~~and ~~organizations~~underwritten ~~concerning~~by ~~Morgan~~those ~~Stanley~~entities ~~and~~in ~~its subsidiaries, including MS&Co~~2007. As Pursuant ato ~~consolidated~~the ~~subsidiary of Morgan Stanley~~settlement, MS&Co. ~~does~~and ~~not~~certain ~~file~~affiliates ~~its~~were ~~own~~charged ~~periodic reports~~ with ~~the~~violating ~~SEC~~Sections ~~that~~17(a)(2) ~~contain~~and 17(a)(3) ~~descriptions~~ of ~~material~~the ~~litigation,~~Securities ~~proceedings and investigations. As a result~~Act, ~~please~~agreed ~~refer~~ to ~~the~~pay ~~“Legal~~disgorgement ~~Proceedings”~~and ~~section~~penalties ofin ~~Morgan~~an ~~Stanley’s~~amount ~~SEC~~of ~~10-K~~$275 ~~filings~~million ~~for~~and ~~2014,~~neither ~~2013,~~admitted ~~2012,~~nor ~~2011~~denied ~~and~~the ~~2010~~SEC’s findings.

InOn ~~addition~~April to21, ~~the matters described in those filings~~2015, in the ~~normal~~Chicago ~~course~~Board ofOptions ~~business~~Exchange, ~~each~~Incorporated of(“CBOE”) ~~Morgan Stanley~~ and ~~MS&Co.~~the ~~has~~CBOE ~~been~~Futures ~~named~~Exchange, ~~from~~LLC ~~time~~(“CFE”) filed tostatements ~~time,~~of ascharges aagainst ~~defendant~~MS&Co. in ~~various legal actions, including arbitrations, class actions, and other litigation, arising in~~ connection with ~~its~~trading ~~activities~~by asone aof ~~global~~MS&Co.’s ~~diversified~~former ~~financial~~traders ~~services institution. Certain~~ of ~~the~~EEM ~~legal~~options ~~actions~~contracts ~~include~~that ~~claims~~allegedly ~~for~~disrupted ~~substantial~~the ~~compensatory~~final ~~and/or~~settlement ~~punitive~~price ~~damages~~of orthe ~~claims~~November ~~for~~2012 ~~indeterminate~~VXEM ~~amounts of damages~~futures. ~~Each~~ CBOE ofalleged that ~~Morgan Stanley and~~ MS&Co. isviolated ~~also~~CBOE ~~involved,~~Rules ~~from time to time~~4.1, in4.2 ~~investigations~~ and ~~proceedings~~4.7, bySections ~~governmental~~9(a) and~~/or~~ ~~regulatory~~10(b) ~~agencies~~of orthe ~~self-regulatory~~Securities ~~organizations,~~Exchange ~~certain~~Act of ~~which may result in adverse judgments~~1934, ~~fines or penalties. The number of these investigations~~ and ~~proceedings~~Rule ~~has~~10b-5 ~~increased~~thereunder. CFE inalleged ~~recent~~that ~~years~~MS&Co. ~~with~~violated ~~regard~~CFE toRules ~~many financial services institutions~~608, ~~including~~609 ~~Morgan~~and ~~Stanley~~620. Both ~~and~~matters ~~MS&Co~~are ongoing.

-On 37June 18, 2015, MS&Co. entered into a settlement with the SEC and paid a fine of $500,000 as part of the MCDC Initiative to resolve allegations that MS&Co. failed to form a reasonable basis through adequate due diligence for believing the truthfulness of the assertions by issuers and/or obligors regarding their compliance with previous continuing disclosure undertakings pursuant to Rule 15c2-12 in connection with offerings in which MS&Co. acted as senior or sole underwriter.

On August 6, 2015, MS&Co. isconsented ato ~~Delaware~~and ~~limited~~became ~~liability~~the ~~company~~subject ~~with~~of ~~its~~an ~~main~~order ~~business~~by ~~office~~the ~~located~~CFTC atto ~~1585~~resolve ~~Broadway,~~allegations ~~New~~that ~~York,~~MS&Co. ~~New~~violated ~~York~~CFTC ~~10036~~Regulation 22. ~~Among~~9(a) ~~other~~by ~~registrations~~failing ~~and~~to ~~memberships~~hold sufficient US Dollars in cleared swap segregated accounts in the United States to meet all US Dollar obligations to cleared swaps customers. Specifically, the CFTC found that while MS&Co. isat ~~registered~~all astimes aheld ~~futures~~sufficient ~~commission~~funds ~~merchant~~in ~~and~~segregation isto acover ~~member~~its ofobligations ~~the~~to ~~National~~its ~~Futures~~customers, ~~Association.~~on certain days during 2013 and 2014, it held currencies, such

~~Regulatory~~- ~~and~~20 ~~Governmental~~- ~~Matters.~~

- as 38euros, -instead of US dollars, to meet its US dollar obligations. In addition, the CFTC found that MS&Co. violated Regulation 166.3 by failing to have in place adequate procedures to ensure that it complied with Regulation 22.9(a). Without admitting or denying the findings or conclusions and without adjudication of any issue of law or fact, MS&Co. accepted and consented to the entry of findings, the imposition of a cease and desist order, a civil monetary penalty of $300,000, and undertakings related to public statements, cooperation, and payment of the monetary penalty.

~~On February 25, 2015, MS&Co. reached an agreement in principle with the United States Department of Justice,~~ Civil ~~Division~~Litigation and the United States Attorney’s Office for the Northern District of California, Civil Division (collectively, the “Civil Division”) to pay $2.6 billion to resolve certain claims that the Civil Division indicated it intended to bring against MS&Co. While MS&Co. and the Civil Division have reached an agreement in principle to resolve this matter, there can be no assurance that MS&Co. and the Civil Division will agree on the final documentation of the settlement.

~~In May~~On December ~~2014~~23, 2009, the ~~California~~Federal ~~Attorney~~Home ~~General’s~~Loan ~~Office~~Bank ~~(“CAAG”),~~of ~~which~~Seattle isfiled ~~one~~a ofcomplaint against MS&Co. and another defendant in the ~~members~~Superior Court of the ~~RMBS~~State ~~Working~~of ~~Group~~Washington, ~~indicated~~styled ~~that~~Federal itHome ~~has~~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 ~~preliminary~~mortgage ~~conclusions~~pass-through ~~that~~certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. ~~made~~was ~~knowing~~approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, ~~material~~among ~~misrepresentations~~other ~~regarding~~things, to ~~RMBS~~rescind the plaintiff’s purchase of such certificates By orders dated June 23, 2011 and ~~that~~July 18, it2011, the ~~knowingly~~court ~~caused~~denied ~~material~~defendants’ ~~misrepresentations~~omnibus motion to bedismiss ~~made~~plaintiff’s amended ~~regarding~~complaint ~~the~~and ~~Cheyne~~on August ~~SIV~~15, ~~which~~2011, ~~issued~~the ~~securities~~court ~~marketed~~denied MS&Co.’s individual motion to dismiss the ~~California~~amended ~~Public~~complaint. ~~Employees~~On ~~Retirement~~March 7, ~~System~~2013, the court granted defendants’ motion to strike plaintiff’s demand for a jury trial. The ~~CAAG~~defendants’ ~~has~~joint ~~further~~motions ~~indicated~~for ~~that~~partial itsummary ~~believes~~judgment were denied on November 9, 2015.At December 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $46 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co.’s ~~conduct~~believes ~~violated~~it ~~California~~could ~~law~~incur a loss in this action up to the difference between the $46 million unpaid balance of these certificates (plus any losses incurred) and ~~that~~their itfair ~~may~~market ~~seek~~value ~~treble~~at ~~damages~~the time of a judgment against MS&Co., ~~penalties~~plus pre- and ~~injunctive~~post-judgment ~~relief~~interest, fees and costs. MS&Co. ~~does~~may ~~not~~be ~~agree~~entitled ~~with~~to be indemnified for some of these ~~conclusions~~losses and ~~has~~to ~~presented~~an ~~defenses~~offset tofor ~~them~~interest received toby the ~~CAAG~~plaintiff prior to a judgment.

On ~~September~~March 1615, ~~2014~~2010, the ~~Virginia~~Federal ~~Attorney~~Home ~~General’s~~Loan ~~Office~~Bank of San Francisco filed a ~~civil~~complaint against ~~lawsuit,~~MS&Co. ~~styled~~and ~~Commonwealth~~other defendants in the Superior Court of ~~Virginia~~the exState ~~rel.~~of ~~Integra~~California ~~REC~~styled ~~LLC~~Federal Home Loan Bank of San Francisco v. ~~Barclays~~Deutsche ~~Capital~~Bank Securities Inc., et al. An amended complaint, ~~against~~filed on June 10, 2010, alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raises claims under both the federal securities laws and ~~several~~California law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On August 11, 2011, plaintiff’s federal securities law claims were dismissed with prejudice. On February 9, 2012, defendants’ indemurrers with respect to all other claims were overruled. On December 20, 2013, plaintiff’s negligent misrepresentation claims were dismissed with prejudice. At December 25, 2015, the ~~Circuit~~current ~~Court~~unpaid balance of the ~~City~~mortgage pass-through certificates at issue in these cases was approximately $59 million, and the certificates had incurred actual losses of ~~Richmond~~approximately ~~related~~$1 million. Based on currently available information, MS&Co. believes it could incur a loss for this action up to ~~RMBS~~the difference between the $59 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., ~~The~~or ~~lawsuit~~upon ~~alleges~~sale, ~~that~~plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the ~~other~~plaintiff ~~defendants~~prior ~~knowingly~~to ~~made~~a judgment.

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 39CDO. The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that MS&Co. misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co. knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court denied MS&Co.’s motion to dismiss the complaint. Based on currently available information, MS&Co. believes it could incur a loss of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.

~~misrepresentations~~- 21 - and omissions related to the loans backing RMBS purchased by the Virginia Retirement System (“VRS”). The complaint alleges VRS suffered total losses of approximately $384 million on these securities, but does not specify the amount of alleged losses attributable to RMBS sponsored or underwritten by MS&Co. The complaint asserts claims under the Virginia Fraud Against Taxpayers Act, as well as common law claims of actual and constructive fraud, and seeks, among other things, treble damages and civil penalties. On January 20, 2015, the defendants filed a demurrer to the complaint and a plea in bar seeking dismissal of the complaint.

On ~~January 13~~October 15, ~~2015~~2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. and other defendants in the Circuit ~~New~~Court ~~York~~of ~~Attorney~~the ~~General’s~~State ~~Office~~of ~~(“NYAG”)~~Illinois, ~~which~~styled isFederal ~~also~~Home aLoan ~~member~~Bank of Chicago v. Bank ~~the~~of ~~RMBS~~America ~~Working~~Funding ~~Group~~Corporation et al. A corrected amended complaint was filed on April 8, ~~indicated~~2011. The corrected amended complaint alleges that itdefendants ~~intends~~made untrue statements and material omissions in the sale to ~~file~~plaintiff of a ~~lawsuit~~number ~~related~~of mortgage topass-through ~~approximately~~certificates 30backed ~~subprime~~by ~~securitizations~~securitization trusts ~~sponsored~~containing residential mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by MS&Co. at issue in the action was approximately $203 million. The ~~NYAG~~complaint ~~indicated~~seeks, among ~~that~~other things, to rescind the ~~lawsuit~~plaintiff’s ~~would~~purchase ~~allege~~of ~~that~~such ~~MS&Co~~certificates. ~~misrepresented~~The ordefendants ~~omitted~~filed ~~material~~a ~~information~~motion to dismiss the corrected amended complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the ~~due~~securitizations ~~diligence~~at issue. After that dismissal, ~~underwriting~~the ~~and~~remaining ~~valuation~~amount of ~~the~~certificates ~~loans~~allegedly inissued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At December 25, 2015, the ~~securitizations~~current ~~and~~unpaid balance of the ~~properties~~mortgage ~~securing~~pass-through ~~them~~certificates ~~and~~at ~~indicated~~issue ~~that~~in ~~its~~this ~~lawsuit~~action ~~would~~was beapproximately ~~brought~~$51 ~~under~~million, and the ~~Martin~~certificates ~~Act~~had not yet incurred actual losses. Based on currently available information, MS&Co. ~~does~~believes ~~not~~it ~~agree~~could ~~with~~incur a loss in this action up to the ~~NYAG’s~~difference ~~allegations~~between the $51 million unpaid balance of these certificates (plus any losses incurred) and ~~has~~their ~~presented~~fair ~~defenses~~market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to ~~them~~be indemnified for some of these losses and to an offset for interest received by the ~~NYAG~~plaintiff prior to a judgment.

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through 40certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $385 million. The amended complaint raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On May 26, 2011, defendants removed the case to the United States District Court for the District of Massachusetts. The defendants’ motions to dismiss the amended complaint were granted in part and denied in part on September 30, 2013. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. At December 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $55 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $55 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

~~On September~~- ~~2, 2011, the Federal Housing Finance Agency, as conservator for Fannie Mae~~22 and Freddie Mac, filed 17 complaints against numerous financial services companies, including MS&Co. and certain affiliates. A complaint against MS&Co. and certain affiliates and other defendants was filed in the Supreme Court of the State of New York, New York County (“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 May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank 41AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff currently at issue in this action was approximately $644 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss the complaint. MS&Co. perfected its appeal from that decision on June 12, 2015. At December 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $269 million, and the certificates had incurred actual losses of approximately $83 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $269 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses.

~~corresponding~~On May 17, ~~and related cash~~2013, ~~OTC~~plaintiff ~~swap,~~in ~~OTC~~IKB ~~option,~~International orS.A. ~~other~~in ~~OTC~~Liquidation, ~~derivative~~et ~~position~~al. In ~~addition~~v. Morgan Stanley, ~~the~~et ~~CFTC~~al. ~~found~~filed ~~that~~a complaint against MS&Co. ~~violated~~and ~~CFTC~~certain ~~Regulation~~affiliates ~~166~~in the Supreme Court of NY.3 byThe ~~failing~~complaint toalleges ~~supervise~~that defendants made material misrepresentations and omissions in the ~~handling~~sale to plaintiff of ~~the~~certain ~~trades~~mortgage atpass-through ~~issue~~certificates ~~and~~backed ~~failing~~by tosecuritization ~~have~~trusts ~~adequate~~containing ~~policies~~residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold ~~procedures~~by ~~designed~~MS&Co. to ~~detect~~plaintiff ~~and~~was ~~deter~~approximately ~~the~~$132 million. ~~violations~~The complaint alleges causes of ~~the~~action ~~Commodity~~against ~~Exchange~~MS&Co. ~~Act~~for common law fraud, asfraudulent ~~amended~~concealment, aiding and ~~CFTC~~abetting ~~Regulations. Without~~fraud, ~~admitting~~and ornegligent ~~denying~~misrepresentation, ~~the~~and ~~underlying~~seeks, ~~allegations~~among other things, compensatory and ~~without~~punitive ~~adjudication~~damages. ofOn ~~any~~October 29, ~~issue~~2014, ofthe ~~law~~court orgranted ~~fact,~~in part and denied in part MS&Co.’s ~~accepted~~motion ~~and~~to ~~consented~~dismiss. toAll ~~entry~~claims ofregarding ~~findings~~four ~~and~~certificates were dismissed. After these dismissals, the ~~imposition~~remaining amount of acertificates ~~cease~~allegedly ~~and~~issued ~~desist~~by ~~order,~~MS&Co. aor ~~fine~~sold ofto plaintiff by MS&Co. was approximately $5116 million. On August 26,~~000~~ 2015,~~000~~ MS&Co. perfected its appeal from the court’s October 29, ~~and~~2014 ~~undertakings~~decision. ~~related~~At toDecember ~~public~~25, ~~statements~~2015, the ~~cooperation~~current ~~and~~unpaid ~~payment~~balance of the ~~fine~~mortgage pass-through certificates at issue in this action was approximately $28 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. ~~entered~~believes it ~~into~~could ~~corresponding~~incur ~~and~~a ~~related~~loss ~~settlements~~in ~~with~~this action up to the ~~CME~~difference between the $28 million unpaid balance of these certificates (plus any losses incurred) and ~~CBOT~~their infair ~~which~~market value at the ~~CME~~time ~~found~~of ~~that~~a judgment against MS&Co., ~~violated~~or ~~CME~~upon ~~Rules~~sale, ~~432.Q~~plus pre- and post-judgment ~~538~~interest, fees and ~~fined~~costs. MS&Co. ~~$750,000~~may ~~and~~be ~~CBOT~~entitled ~~found~~to ~~that~~be ~~MS&Co.~~indemnified ~~violated~~for ~~CBOT~~some ~~Rules~~of ~~432.Q~~these losses and ~~538~~to ~~and~~an ~~fined~~offset ~~MS&Co.~~for ~~$1,000,000~~interest received by the plaintiff prior to a judgment.

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

-On August 4225, -2008, MS&Co. and two ratings agencies were named as defendants in a purported class action related to securities issued by a structured investment vehicle called Cheyne Finance PLC and Cheyne Finance LLC (together, the “Cheyne SIV”). The case was styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley & Co. Inc., et al. The complaint alleged, among other things, that the ratings assigned to the securities issued by the Cheyne SIV were false and misleading, including because the ratings did not accurately reflect the risks associated with the subprime RMBS held by the Cheyne SIV. The plaintiffs asserted allegations of aiding and abetting fraud and negligent misrepresentation relating to approximately $852 million of securities issued by the Cheyne SIV. On April 24, 2013, the parties reached an agreement to settle the case, and on April 26, 2013, the court dismissed the action with prejudice. The settlement does not cover certain claims that were previously dismissed.

~~Other~~- 23 - ~~Litigation~~

-On 43March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al. An amended complaint filed on June 10, 2010 alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $704 million. The complaint raised claims under both the federal securities laws and California law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 26, 2015, as a result of a settlement with certain other defendants, the plaintiff requested and the court subsequently entered a dismissal with prejudice of certain of the plaintiff’s claims, including all remaining claims against MS&Co.

On ~~March~~July 159, 2010, ~~the~~and ~~Federal~~February 11, ~~Home~~2011, ~~Loan~~Cambridge ~~Bank~~Place ofInvestment ~~San~~Management ~~Francisco~~Inc. filed two ~~complaints~~separate complaints against MS&Co. and/or its affiliates and other defendants in the Superior Court of the ~~State~~Commonwealth of ~~California.~~Massachusetts, ~~These~~both ~~actions are~~ styled ~~Federal~~Cambridge ~~Home~~Place ~~Loan~~Investment ~~Bank~~Management ofInc. ~~San Francisco~~ v. ~~Credit~~Morgan ~~Suisse~~Stanley & ~~Securities (USA) LLC~~Co., Inc., et al., ~~and~~The ~~Federal~~complaints ~~Home~~asserted ~~Loan~~claims ~~Bank~~on behalf of ~~San Francisco v.~~certain ~~Deutsche~~clients ~~Bank~~of ~~Securities~~plaintiff’s ~~Inc. et~~affiliates ~~al.,~~and ~~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 total amount of certificates allegedly ~~sold~~issued ~~to plaintiff~~ by MS&Co. ~~in these cases was approximately $704 million~~ and/or ~~$276~~its ~~million,~~affiliates ~~respectively.~~or ~~The~~sold ~~complaints raise claims under both the federal securities laws and California law and seek, among other things,~~ to ~~rescind the~~ plaintiff’s ~~purchase of such certificates. On August 11, 2011, plaintiff~~affiliates’s ~~federal~~clients ~~securities~~by law claims were dismissed with prejudice. The defendants filed answers to the amended complaints on October 7, 2011. On February 9, 2012, defendants’ demurrers with respect to all other claims were overruled. On December 20, 2013, plaintiff’s negligent misrepresentation claims were dismissed with prejudice. A bellwether trial was scheduled to begin in January 2015. MS&Co. and/or ~~was~~its ~~not~~affiliates ~~a defendant~~ in ~~connection with~~ the ~~securitizations~~two atmatters ~~issue~~was approximately in$263 ~~that trial~~million. On ~~May~~February 2311, 2014, ~~plaintiff and~~ the ~~defendants~~parties inentered ~~the~~into ~~bellwether~~an ~~trial~~agreement ~~filed~~to ~~motions~~settle ~~for~~the ~~summary adjudication~~litigation. On ~~October~~February 1520, 2014, ~~these motions were denied. On December 29, 2014 and January 13, 2015,~~ the ~~defendants in the bellwether trial informed the~~ court ~~that~~dismissed ~~they had reached a settlement in principle with plaintiff. At December 25, 2014,~~ the ~~current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $283 million, and the certificates had incurred actual losses of approximately $7 million~~action. ~~Based~~ ~~on currently available information, MS&Co. believes it could~~

-On 44October -25, 2010, MS&Co., certain affiliates and Pinnacle Performance Limited, a special purpose vehicle (“SPV”), were named as defendants in a purported class action in the United States District Court for the Southern District of New York (“SDNY”), styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et al. On January 31, 2014, the plaintiffs in the action, which related to securities issued by the SPV in Singapore, filed a second amended complaint, which asserted common law claims of fraud, aiding and abetting fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the implied covenant of good faith and fair dealing. On July 17, 2014, the parties reached an agreement to settle the litigation, which received final court approval on July 2, 2015.

~~incur~~On July 5, 2011, Allstate Insurance Company and certain of its affiliated entities filed a ~~loss~~complaint ~~for~~against ~~this~~MS&Co. ~~action~~in upthe toSupreme Court of NY, styled Allstate Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on September 9, 2011, and alleges that the ~~difference~~defendants ~~between~~made untrue statements and material omissions in the ~~$283~~sale ~~million~~to ~~unpaid~~the ~~balance~~plaintiffs of certain ~~these~~mortgage pass-through certificates ~~(plus~~backed ~~any~~by ~~losses~~securitization ~~incurred)~~trusts ~~and~~containing ~~their~~residential ~~fair~~mortgage ~~market~~loans. The ~~value~~total atamount ~~the~~of ~~time~~certificates ofallegedly aissued ~~judgment~~and/or ~~against~~sold to the plaintiffs by MS&Co. was approximately $104 million. The complaint raised common law claims of fraud, orfraudulent ~~upon~~inducement, ~~sale~~aiding and abetting fraud, ~~plus~~and ~~pre-~~negligent misrepresentation and ~~post-judgment~~seeks, ~~interest~~among other things, ~~fees~~compensatory and/or ~~costs~~recessionary damages associated with the plaintiffs’ purchases of such certificates. On March 15, 2013, the court denied in substantial part the defendants’ motion to dismiss the amended complaint, which order MS&Co. ~~may~~appealed beon ~~entitled~~April to11, be2013. On ~~indemnified~~May ~~for~~3, ~~some~~2013, ofMS&Co. ~~these~~filed ~~losses~~its ~~and~~answer to anthe amended ~~offset~~complaint. ~~for~~On ~~interest~~January ~~received~~16, by2015, the ~~plaintiff~~parties ~~prior~~reached an agreement to asettle ~~judgment~~the litigation.

On July 1518, ~~2010~~2011, ~~China~~the ~~Development~~Western ~~Industrial~~and Southern ~~Bank~~Life ~~(“CDIB”)~~Insurance Company and certain affiliated companies filed a complaint against MS&Co., ~~styled~~and ~~China~~other ~~Development~~defendants ~~Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending~~ in the ~~Supreme~~ Court of ~~NY.~~Common ~~The~~Pleas ~~complaint~~in ~~relates~~Ohio, tostyled aWestern ~~$275 million~~and ~~credit~~Southern ~~default~~Life ~~swap~~Insurance ~~referencing~~Company, ~~the~~et ~~super~~al. ~~senior~~v. ~~portion~~Morgan ofStanley Mortgage ~~the~~Capital ~~STACK~~Inc., ~~2006-1~~et ~~CDO~~al. An ~~The~~amended complaint ~~asserts~~was ~~claims~~filed ~~for~~on ~~common law fraud~~April 2, ~~fraudulent~~2012 ~~inducement~~ and ~~fraudulent concealment and~~ alleges that ~~MS&Co.~~defendants ~~misrepresented~~made ~~the~~untrue ~~risks~~statements ~~of the STACK 2006-1 CDO to CDIB,~~ and ~~that~~material ~~MS&Co.~~omissions ~~knew~~in ~~that~~ the ~~assets~~sale ~~backing~~to ~~the~~plaintiffs ~~CDO were~~ of ~~poor~~certain ~~quality~~mortgage ~~when~~pass-through itcertificates ~~entered~~backed ~~into~~by securitization ~~the~~trusts ~~credit~~containing ~~default~~residential ~~swap~~mortgage ~~with CDIB~~loans. The ~~complaint~~amount ~~seeks~~of ~~compensatory damages related to~~ the ~~approximately~~certificates ~~$228~~allegedly ~~million~~sold ~~that~~to ~~CDIB~~plaintiffs ~~alleges~~by itMS&Co. ~~has~~was ~~already~~approximately ~~lost under the credit default swap, rescission of CDIB’s obligation to pay an additional~~ $~~12 million,~~153 ~~punitive damages, equitable relief, fees and costs~~million. On ~~February 28~~June 8, ~~2011~~2015, the ~~court~~parties ~~denied~~reached ~~MS&Co.’s~~an ~~motion~~agreement to ~~dismiss~~settle the ~~complaint~~litigation. ~~Based on currently available information, MS&Co. believes it could incur a loss of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.~~

- 45 24 -

-On 46September 2, 2011, the Federal Housing Finance Agency (“FHFA”), as conservator for Fannie Mae and Freddie Mac, filed 17 complaints against numerous financial services companies, including MS&Co. and certain affiliates. A complaint against MS&Co. and certain affiliates and other defendants was filed in the Supreme Court of NY, styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to Fannie Mae and Freddie Mac of residential mortgage pass-through certificates with an original unpaid balance of approximately $11 billion. The complaint raised claims under federal and state securities laws and common law and seeks, among other things, rescission and compensatory and punitive damages. On February 7, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

On ~~July 18~~April 25, ~~2011~~2012, ~~the~~Metropolitan ~~Western and Southern~~ Life Insurance Company and certain ~~affiliated~~affiliates ~~companies~~ filed a complaint against MS&Co. and ~~other~~certain ~~defendants~~affiliates in the Supreme Court of ~~Common Pleas in Ohio~~NY, styled ~~Western~~Metropolitan ~~and Southern~~ Life Insurance Company, et al. v. Morgan Stanley ~~Mortgage Capital Inc.~~, et al. An amended complaint was filed on ~~April 2~~June 29, 2012, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of ~~the~~ certificates allegedly ~~sold~~sponsored, tounderwritten, ~~plaintiffs~~and/or sold by MS&Co. was approximately $~~153~~758 million. The amended complaint ~~raises~~raised ~~claims~~common ~~under the~~law ~~Ohio~~claims ~~Securities~~of ~~Act~~fraud, ~~federal~~fraudulent ~~securities laws~~inducement, and ~~common~~aiding ~~law~~and abetting fraud and seeks, among other things, ~~to rescind the plaintiffs’ purchases of such certificates. On May 21~~rescission, ~~2012~~compensatory, ~~the~~and/or ~~Morgan~~rescissionary ~~Stanley defendants filed a motion to dismiss the amended complaint~~damages, ~~which~~as ~~was~~well ~~denied~~as onpunitive ~~August 3~~damages, associated ~~2012.~~with ~~MS&Co. filed its answer on August 17, 2012. MS&Co. filed a motion for summary judgment on January 20, 2015. Trial is currently scheduled to begin in July 2015. At December 25, 2014,~~ the ~~current~~plaintiffs’ ~~unpaid~~purchases ~~balance~~ of ~~the~~such ~~mortgage pass-through~~ certificates. atOn ~~issue~~April ~~in this action was approximately $110 million~~11, ~~and the certificates had incurred actual losses of approximately $2 million. Based on currently available information~~2014, ~~MS&Co. believes it could incur a loss in this action up to~~ the ~~difference~~parties ~~between~~entered ~~the~~into ~~$110 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of~~ a ~~judgment~~settlement ~~against MS&Co~~agreement., ~~or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to an offset for interest received by the plaintiff prior to a judgment.~~

-On 47April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Superior Court of the State of New Jersey, styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. was approximately $1.073 billion. The amended complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On January 8, 2016, the parties reached an agreement to settle the litigation.

OnIn ~~November~~re 4,Morgan ~~2011,~~Stanley ~~the~~Mortgage ~~FDIC,~~Pass-Through asCertificates ~~receiver for Franklin Bank S.S.B.~~Litigation, ~~filed~~which ~~two~~had ~~complaints~~been ~~against~~pending ~~MS&Co.~~ in the ~~District~~SDNY, ~~Court of the State of Texas. Each~~ was ~~styled~~a ~~Federal~~putative ~~Deposit~~class ~~Insurance~~action ~~Corporation~~involving allegations asthat, ~~Receiver~~among ~~for~~other ~~Franklin Bank~~things, ~~S.S.B.~~the v.registration ~~Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue~~ statements and ~~material~~offering ~~omissions~~documents inrelated ~~connection~~to ~~with~~ the ~~sale~~offerings ~~to plaintiff~~ of certain mortgage pass-through certificates ~~backed~~in by2006 ~~securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten~~ and ~~sold~~2007 tocontained ~~plaintiff~~false ~~by MS&Co. in these cases was approximately $67 million~~ and ~~$35~~misleading ~~million,~~information ~~respectively.~~concerning ~~The complaints each raised claims under both federal securities law and~~ the ~~Texas~~pools ~~Securities~~of residential ~~Act~~loans ~~and~~that ~~each~~backed ~~seeks,~~these ~~among other things, compensatory damages associated with plaintiff’s purchase of such certificates~~securitizations. On ~~June~~December 718, ~~2012~~2014, the ~~two~~parties’ ~~cases~~agreement were consolidated. MS&Co. filed a motion for summary judgment and special exceptions, which was denied in substantial part on April 26, 2013. The FDIC filed a second amended consolidated complaint on May 3, 2013. MS&Co. filed a motion for leave to ~~file~~settle anthe ~~interlocutory~~litigation ~~appeal~~received asfinal ~~to the~~ court’s ~~order~~approval, ~~denying its motion for summary judgment~~ and ~~special exceptions, which was denied~~ on ~~August~~December 119, ~~2013. On October 7,~~ 2014, the court ~~denied~~entered ~~MS&Co.’s~~an ~~motion for reconsideration of the court’s~~ order ~~denying~~dismissing ~~its motion for summary judgment and special exceptions and granted its motion for reconsideration of~~ the ~~court’s order denying leave to file an interlocutory appeal~~action. On November 21, 2014, MS&Co. filed a motion for summary judgment, which was denied on February 10, 2015. The Texas Fourteenth Court of Appeals denied Morgan Stanley’s petition for interlocutory appeal on November 25, 2014. Trial is currently scheduled to begin in July 2015.

-On 48November 4, 2011, the Federal Deposit Insurance Corporation (“FDIC”), as receiver for Franklin Bank S.S.B, filed two complaints against MS&Co. in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten and sold to plaintiff by MS&Co. in these cases was approximately $67 million and $35 million, respectively. On July 2, 2015, the parties reached an agreement to settle the litigation.

On ~~April 25~~February 14, ~~2012~~2013, ~~The~~Bank ~~Prudential~~Hapoalim ~~Insurance~~B.M. ~~Company of America and certain affiliates~~ filed a complaint against MS&Co. and certain affiliates in the ~~Superior~~Supreme Court of ~~the State of New Jersey~~NY, styled Bank ~~The~~Hapoalim ~~Prudential Insurance Company of America, et al~~B.M. v. Morgan Stanley, et al. ~~On October 16, 2012, plaintiffs filed an amended complaint.~~ The ~~amended~~ complaint alleges that defendants made ~~untrue~~material ~~statements~~misrepresentations and ~~material~~ omissions in ~~connection with~~ the sale to ~~plaintiffs~~plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. isto plaintiff was approximately $~~1.073~~141 ~~billion~~million. The amended complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On ~~March~~July 1528, ~~2013, the court denied the defendants’ motion to dismiss the amended complaint. On January 2,~~ 2015, the ~~court~~parties ~~denied~~reached ~~defendants’~~an ~~renewed~~agreement ~~motion~~ to ~~dismiss~~settle the ~~amended complaint. At December 25~~ litigation, ~~2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $605 million,~~ and ~~the certificates had not yet incurred actual losses. Based~~ on ~~currently~~August ~~available~~12, ~~information~~2015, ~~MS&Co. believes it could incur a loss in this action up to~~ the ~~difference~~plaintiff ~~between~~filed ~~the $605 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of~~ a ~~judgment~~stipulation ~~against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some~~ of ~~these~~discontinuance ~~losses~~with ~~and to an offset for interest received by the plaintiff prior to a judgment~~prejudice.

- 49 25 -

-On 50September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the SDNY. The complaint alleged that defendants made untrue statements of material fact or omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiffs in the matter was approximately $417 million. The complaint alleged violations of federal and various state securities laws and sought, among other things, rescissionary and compensatory damages. On November 23, 2015, the parties reached an agreement to settle the matter.

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

OnAdditional ~~February 14,~~lawsuits ~~2013,~~containing ~~Bank~~claims ~~Hapoalim~~similar ~~B.M.~~to ~~filed~~those adescribed ~~complaint~~above ~~against~~may ~~MS&Co.~~be ~~and~~filed ~~certain affiliates~~ in the ~~Supreme Court of NY, styled Bank Hapoalim B~~future.~~M. v. Morgan Stanley et al.~~ ~~The~~In ~~complaint alleges that defendants made material misrepresentations and omissions in~~ the ~~sale~~course ~~to plaintiff~~ of ~~certain~~its ~~mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored~~business, ~~underwritten and/or sold by~~ MS&Co., toas ~~plaintiff~~a ~~was~~major ~~approximately~~futures ~~$141~~commission ~~million. The complaint alleges causes of action against MS&Co. for common law fraud~~merchant, ~~fraudulent~~is ~~concealment,~~party ~~aiding~~to ~~and~~various ~~abetting~~civil ~~fraud~~actions, ~~and~~claims ~~negligent misrepresentation,~~ and ~~seeks,~~routine ~~among~~regulatory ~~other~~investigations ~~things, compensatory~~ and ~~punitive~~proceedings ~~damages.~~that ~~On April 22, 2014,~~ the ~~defendants’~~General ~~motion~~Partner tobelieves ~~dismiss~~do ~~was~~not ~~denied~~have ina ~~substantial~~material ~~part.~~effect Onon ~~August 29,~~the ~~2014,~~business of MS&Co. ~~filed its answer to the complaint, and on September~~ ~~18, 2014,~~ MS&Co. ~~filed~~may aestablish ~~notice~~reserves ~~of appeal~~ from ~~the~~time ~~ruling denying defendants’ motion~~ to ~~dismiss.~~time ~~At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue~~ in ~~this~~connections ~~action~~with ~~was~~such ~~approximately $72 million, and the certificates had not yet incurred actual losses~~actions. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $72 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs.

-Item 4. MINE 51SAFETY -DISCLOSURES

OnNot ~~May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al~~applicable. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $694 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court denied the defendants’ motion to dismiss the case. On July 10, 2014, MS&Co. filed a renewed motion to dismiss with respect to two certificates at issue in the case. On August 4, 2014, claims regarding two certificates were dismissed by stipulation. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $644 million. On October 13, 2014, MS&Co. filed its answer to the complaint. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $294 million, and the certificates had incurred actual losses of approximately $79 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $294 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses.

- 52 26 -

-PART 53II -

~~Additional~~Item ~~lawsuits containing claims similar to those described above may be filed in the future~~5. In ~~the~~MARKET ~~course~~FOR ofREGISTRANT’S ~~its~~COMMON ~~business~~EQUITY, ~~MS&Co.,~~RELATED asSTOCKHOLDER aMATTERS ~~major~~AND ~~futures~~ISSUER ~~commission~~PURCHASES ~~merchant,~~OF isEQUITY party to various civil actions, claims and routine regulatory investigations and proceedings that the General Partner believes do not have a material effect on the business of MS&Co. MS&Co. may establish reserves from time to time in connections with such actions.SECURITIES

~~Item~~(a) 4Market Information. ~~MINE~~ ~~SAFETY~~The ~~DISCLOSURES~~Partnership has issued no stock. There is no established public trading market for Units of the Partnership.

~~Not~~(b) ~~applicable~~Holders. The number of holders of Units at February 29, 2016 was approximately 974.

-(c) 54Distributions. -No distributions have been made by the Partnership since it commenced trading operations on October 1, 2002. 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.

~~PART~~- II27 -

~~(a) Market~~Item ~~Information~~6. ~~The~~ ~~Partnership~~SELECTED ~~has~~FINANCIAL ~~issued no stock. There is no established public trading market for Units of the Partnership.~~DATA

Total trading results, interest income, total expenses, net income (bloss) ~~Holders. The~~ ~~number~~and ofnet ~~holders~~income of(loss) ~~Units~~per atUnit ~~February~~for 28the years ended December 31, 2015, ~~was~~2014, ~~approximately~~2013, 12012 and 2011 and net asset value per Unit and total assets as of December 31,~~126.~~ 2015, 2014, 2013, 2012 and 2011 were as follows:

(c) Distributions. No distributions have been made by the Partnership since it commenced trading operations on October 1, 2002. 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.


	2015		2014		2013		2012			2011

Total trading results	$	152,729	$	5,363,900	$	6,907,176	$	4,270,779		$	279,117

Interest income		1,688		4,293		17,660		31,004			25,512

Total expenses		(1,355,916)		(1,702,488)		(3,243,381)		(4,221,248)			(5,721,155)


Net income (loss)	$	(1,201,499)	$	3,665,705	$	3,681,455	$	80,535		$	(5,416,526)


Net income (loss) per Unit	$	(0.64)	$	2.18	$	0.85	$	(0.08)	⁽¹⁾	$	(0.82)


Net asset value per Unit	$	12.08	$	12.72	$	10.54	$	9.69		$	9.77


Total assets	$	22,058,336	$	26,392,598	$	36,588,648	$	44,203,873		$	61,528,031

-(1) 55The -decrease in the net asset value per Unit, while the Partnership incurred a net gain for the year ended December 31, 2012, is due to the timing of redemption of Units throughout the year.

~~Item~~- ~~6. SELECTED~~28 ~~FINANCIAL~~- ~~DATA (in dollars)~~

	2014	2013	2012	2011	2010
	$	$	$	$	$
Total Trading Results
including interest income	5,368,193	6,924,836	4,301,783	304,629	12,907,102
Net Income (Loss)	3,665,705	3,681,455	80,535	(5,416,526)	5,728,112
Net Income (Loss) Per
Unit (Limited & General
Partners)	2.18	0.85	(0.08)(1)	(0.82)	0.80
Total Assets	26,392,598	36,588,648	44,203,873	61,528,031	84,618,774
Total Limited Partners’
Capital	25,731,841	35,145,985	42,313,890	58,393,243	80,808,446
Net Asset Value Per Unit	12.72	10.54	9.69	9.77	10.59

Item 7.

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

~~(1)~~As ~~The~~of ~~decrease~~December 31, ~~in the net asset value per Unit~~2015, ~~while~~ the ~~Partnership~~percentage ~~incurred~~of aassets ~~net~~allocated ~~gain~~to ~~for~~each ~~the~~market ~~year~~sector ~~ended~~was ~~December~~approximately ~~31,~~as ~~2012,~~follows: isInterest ~~due~~Rate to11.0%; Currency ~~the~~41.0%; ~~timing~~Equity of11.1%; ~~redemption~~and ofCommodity ~~Units throughout the year~~36.9%.

-Liquidity. 56The Partnership deposits its assets with MS&Co. as its clearing commodity broker in separate futures, forwards and options trading accounts established for the Trading Advisor. Such assets are used as margin to engage in trading and may be used as margin solely for the Partnership’s trading. The assets are held either in non-interest bearing bank accounts or in securities and instruments permitted by the CFTC for investment of customer segregated or secured funds. Since the Partnership’s sole purpose is to trade in futures, forwards and options, it is expected that the Partnership will continue to own such liquid assets for margin purposes.

~~Item~~The 7Partnership’s investment in futures, forwards and options may, from time to time, be illiquid. ~~MANAGEMENT'~~Most U.S. ~~DISCUSSION~~futures ~~AND~~exchanges ~~ANALYSIS~~limit OFfluctuations ~~FINANCIAL~~in ~~CONDITION~~prices ~~AND~~during ~~RESULTS~~a OFsingle ~~OPERATIONS~~day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Trades may not be executed at prices beyond the daily limit. If the price for a particular futures or option contract has increased or decreased by an amount equal to the daily limit, positions in that futures or option contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the Partnership from promptly liquidating its futures or option contracts and result in restrictions on redemptions.

AsThere ofis ~~December~~no ~~31,~~limitation ~~2014~~on daily price movements in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the ~~percentage~~Partnership offrom ~~assets~~trading ~~allocated~~in topotentially ~~each~~profitable ~~market~~markets ~~sector~~or ~~was~~prevent ~~approximately~~the Partnership asfrom ~~follows:~~promptly ~~Interest~~liquidating ~~Rate~~unfavorable ~~27.59%;~~positions ~~Currency~~in 43such markets, subjecting it to substantial losses.~~05%;~~ ~~Equity~~Either 10of these market conditions could result in restrictions on redemptions.~~06%;~~ ~~and~~For ~~Commodity~~the 19periods covered by this report, illiquidity has not materially affected the Partnership’s assets.~~30%.~~

~~Liquidity. The~~There ~~Partnership~~are ~~deposits~~no ~~its~~known ~~assets~~material ~~with~~trends, ~~MS&Co.~~demands, ascommitments, ~~clearing commodity broker in separate futures~~events, ~~forwards~~or ~~and~~uncertainties at ~~options trading accounts established for~~ the ~~Trading~~present ~~Advisor. Such~~time ~~assets~~that are ~~used~~reasonably aslikely ~~margin~~ to ~~engage~~result in ~~trading and may be used as margin solely for~~ the Partnership’s ~~trading. The~~liquidity ~~assets~~increasing ~~are held either in non-interest bearing bank accounts~~ or indecreasing ~~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,~~any ~~forwards~~material ~~and options, it is expected that the Partnership will continue to own such liquid assets for margin purposes~~way.

Capital Resources. The Partnership’s ~~investment~~does innot ~~futures~~have, ~~forwards~~nor ~~and~~does ~~options~~it ~~may,~~expect ~~from time~~ to ~~time~~have, beany ~~illiquid. Most~~capital Uassets.S. ~~futures~~The ~~exchanges~~Partnership’s ~~limit~~only ~~fluctuations~~assets are ininterest ~~prices~~receivable ~~during~~and aits ~~single~~equity in trading ~~day~~account, byconsisting ~~regulations~~of ~~referred~~(a) cash toon asdeposit ~~“daily~~with ~~price~~MS&Co., ~~fluctuations~~a ~~limits”~~portion orof ~~“daily~~which ~~limits”. Trades~~is ~~may~~to ~~not~~ be ~~executed~~used atas ~~prices~~margin ~~beyond~~for ~~the~~trading, ~~daily~~(b) net ~~limit. If~~unrealized ~~the~~gains ~~price~~or ~~for~~losses aon ~~particular~~ futures orand ~~options~~forward ~~contract~~contracts, which ~~has~~are ~~increased~~at orfair ~~decreased~~value byand ancalculated ~~amount~~as ~~equal to~~ the ~~daily~~difference ~~limit,~~between ~~positions~~the inoriginal ~~that~~contract ~~futures~~value orand ~~options~~fair ~~contract~~value ~~can~~and ~~neither~~(c) U.S. beTreasury ~~taken~~bills, ~~nor~~at ~~liquidated~~fair ~~unless~~value. ~~traders~~Redemptions, ~~are~~exchanges, ~~willing~~and tosales ~~effect~~of ~~trades~~Units atin ~~or within~~ the ~~limit. Futures~~future ~~prices~~will ~~have~~affect ~~occasionally moved~~ the ~~daily~~amount ~~limit~~of funds available for ~~several~~investments ~~consecutive~~in ~~days~~futures, ~~with~~forwards ~~little~~and oroptions noin ~~trading~~subsequent periods. ~~These~~ ~~market~~It ~~conditions~~is ~~could~~not ~~prevent~~possible ~~the~~to ~~Partnership~~estimate ~~from~~the ~~promptly~~amount, ~~liquidating~~and ~~its~~therefore ~~futures~~the orimpact, ~~options~~of ~~contracts~~future inflows and ~~result~~outflows inof ~~restrictions on redemptions~~Units.

-There 57are -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.

~~There~~- is29 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.

~~Capital~~Results ~~Resources. The Partnership does not have, nor does it expect to have, any capital assets. Redemptions~~ of ~~Units~~Operations 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~~General. ~~are~~The noPartnership’s ~~known~~results ~~material~~depend ~~trends~~on the Trading Advisor and the ability of the Trading Advisor’s trading program to take advantage of price movements in the futures, ~~favorable~~forwards and options markets. The Trading Advisor trades the Partnership’s assets in accordance with its Financial, Metal or ~~unfavorable~~Energy Large Portfolio, a proprietary, systematic trading program. The trading models utilized in the Trading Advisor’s trading program are designed to detect and exploit medium-term to long-term price changes, while also applying risk management and portfolio management principles. The Trading Advisor believes that ~~would~~utilizing ~~affect~~multiple trading models provides an important level of diversification, ~~nor~~and ~~any~~is ~~expected~~most ~~material~~beneficial ~~changes~~when multiple contracts of each market are traded. Every trading model may not trade every market. It is possible that one trading model may signal a long position while another trading model signals a short position in the same market. It is the Trading Advisor’s intention to offset those signals to reduce unnecessary trading, but if the ~~Partnership~~signals are not simultaneous, both trades will be taken and since it is unlikely that both positions would prove profitable, in retrospect, one or both trades will appear to have been unnecessary. It is the Trading Advisor’s ~~capital~~policy ~~resource~~to ~~arrangements~~follow attrades signaled by each trading model independently of the ~~present~~other ~~time~~models.

-The 58following -presents a summary of the Partnership’s operations for each of the three years in the period ended December 31, 2015 and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisor trades in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisor or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisor’s trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

~~Results~~The Partnership’s results of ~~Operations~~operations set forth in the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the exchange-traded contracts and the off-exchange traded contracts are accounted for on a trade-date basis and fair valued on a daily basis. The difference between their original contract value and market value is recorded in the Statements of Income and Expenses as “Net change in unrealized gains (losses) on open contracts”, and recorded as “Net realized gains (losses) on closed contracts” when the contracts are liquidated and are determined using the first-in, first-out method. 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 fair value of a foreign currency forward contract is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.), the close of the business day. Interest income, as well as management fees, incentive fees, General Partner’s fees and ongoing placement agent fees of the Partnership are recorded on an accrual basis.

~~General.~~ The ~~Partnership’s~~General ~~results~~Partner ~~depend~~believes that, based on the ~~Trading~~nature ~~Advisor~~of ~~and~~ the ~~ability~~operations of the ~~Trading~~Partnership, ~~Advisor’s~~no ~~trading~~assumptions ~~program~~relating to ~~take~~the ~~advantage~~application of ~~price~~critical ~~movements~~accounting inpolicies ~~the~~other ~~futures,~~than ~~forwards~~those ~~and~~presently ~~options~~used ~~markets~~could reasonably affect reported amounts.

The Trading Advisor trades the Partnership’s assets in accordance with its Financial, Metal or Energy Large Portfolio, a proprietary, systematic trading program. The trading models utilized in the Trading Advisor’s trading program are designed to detect and exploit medium-~~term~~ to30 ~~long~~-~~term~~ ~~price changes, while also applying risk management and portfolio management principles.~~

The ~~following~~Partnership ~~presents~~recorded atotal ~~summary~~trading ofresults ~~the~~including ~~Partnership’s~~interest ~~operations~~income ~~for~~totaling ~~each~~$154,417 ofand expenses ~~the~~totaling ~~three~~$1,355,916, ~~years~~resulting in net loss of $1,201,499 for the ~~period~~year ended December 31, ~~2014~~2015. ~~and~~The aPartnership’s ~~general~~net ~~discussion~~asset ofvalue ~~its~~per ~~trading~~Unit ~~activities~~decreased ~~during~~from ~~each period~~$12. It72 isat ~~important~~December 31, 2014 to ~~note~~$12.08 at December 31, ~~however~~2015. Total redemptions for the year were $3,138,180, ~~that~~and the ~~Trading~~Partnership’s ~~Advisor~~ending ~~trades~~capital inwas ~~various~~$21,675,111 ~~markets~~at December 31, 2015, a decrease of $4,339,679 from the ending capital of $26,014,790 at ~~different~~December 31, ~~times~~2014. ~~and~~

-During 59the year, the Partnership posted a loss in net asset value per Unit as trading losses in the global interest rates, agriculturals and global stock indices more than offset trading gains in energies, currencies, and metals. The most significant losses were recorded within the global interest rate markets during February, April, May, and June from long positions in European and U.S. fixed income futures as prices declined due to an increase in probability the U.S. Federal Reserve (the “Fed”) would raise interest rates. During December losses were experienced in this sector from long European bond futures positions as prices reversed sharply lower after the European Central Bank (the “ECB”) announced new stimulus measures that fell short of market expectations. Within the agricultural sector, losses were incurred during the second half of June from short corn and wheat futures positions as prices spiked due to crop concerns following heavy rainfall in the U.S. Midwest region. Additional losses were recorded during July, September, and October from both long and short soybean, corn, and wheat futures positions as prices whipsawed amid varying reports concerning crop conditions, exports, and planted acreage. Additional losses were incurred in this sector during December from short coffee futures positions as prices increased amid dryness concerns as rainfall remained below normal in Brazil’s coffee growing regions. Within the global stock index sector, losses were recorded primarily during June and December from long positions in U.S., European, and Asian index futures as prices decreased amid investor anxiety over Greece’s debt obligations and China’s slowing economy. Further losses in this sector were experienced during the middle of July from short positions in European index futures as prices rebounded with positive investor sentiment after Greece and its creditors came to an agreement over economic reform. The Partnership’s losses for the year were partially offset by gains experienced within the energy complex during January, March, and throughout the second half of the year from short positions in crude oil and oil related products as prices fell due to high production in the U.S. and Middle East, which added to a growing global supply glut. Within the currency sector, gains were achieved during January from short Canadian dollar and euro positions versus the U.S. dollar as the values of these two currencies decreased against the U.S. dollar after the Bank of Canada unexpectedly cut interest rates and the ECB announced a larger-than-expected bond buying program. Additional gains were achieved from short euro positions versus the U.S. dollar during March and May as its value decreased due to the ECB’s accommodative monetary policy. Further gains in currencies were achieved during the third quarter from short Canadian, Australian, and New Zealand dollar positions versus the U.S. dollar as “commodity currencies” were pressured lower as global commodities prices fell. During November, gains in this sector were experienced from short positions in the euro versus the U.S. dollar as the relative value of the euro decreased after the Fed’s October minutes pointed to an increased likelihood of a rate hike during December, while in the Eurozone, consensus pointed to additional stimulus. Within the metals complex, gains were achieved primarily during July from short futures positions in gold and silver as prices declined as a strengthening U.S. dollar decreased the appeal of precious metals. Additional gains were recorded during July from short base metals futures positions as prices moved lower amid concern a slowdown in the Chinese economy would weaken demand. During November, further gains were experienced from short positions in copper futures as prices declined as weak economic data from China continued to dampen demand prospects within an already oversupplied market.

~~that~~- ~~prior~~31 ~~activity~~- in a particular market does not mean that such market will be actively traded by the Trading Advisor or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisor’s trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

~~Ceres~~The ~~believes~~Partnership ~~that~~recorded total trading results including interest income totaling $5,368,193 ~~based~~and expenses ontotaling ~~the~~$1,702,488, ~~nature~~resulting ofin ~~the~~net ~~operations~~income of $3,665,705 for the ~~Partnership~~year ended December 31, no2014. ~~assumptions~~The ~~relating~~Partnership’s net asset value per Unit increased from $10.54 at December 31, 2013 to $12.72 at December 31, 2014. Total redemptions for the ~~application~~year ofwere ~~critical~~$13,284,634, ~~accounting~~and ~~policies~~the ~~other~~Partnership’s ~~than~~ending ~~those~~capital ~~presently~~was ~~used~~$26,014,790 ~~could~~at ~~reasonably~~December 31, ~~affect~~2014, ~~reported~~a ~~amounts~~decrease of $9,618,929 from the ending capital of $35,633,719 at December 31, 2013.

-During 60the year, the Partnership posted a gain in net asset value per Unit as trading profits in global interest rates, currencies, and energies more than offset losses in the global stock indices, metals, and agriculturals sectors. The most significant gains were achieved within the global interest rate sector during January, May, August, and throughout the fourth quarter from long fixed income futures positions as prices rose amid central banks globally maintaining loose monetary policies to stimulate economic growth and stem deflation. Fixed income futures found additional support during the year as geopolitical tensions increased demand for the relative “safety” of government debt. Within the currency sector, gains were achieved primary during the last five months of the year from short positions in the Japanese yen and euro versus the U.S. dollar as diverging central bank policy paths contributed to a strengthening U.S. dollar. The Bank of Japan and the European Central Bank both focused on keeping interest rates low, while the U.S. Federal Reserve indicated higher interest rates, which benefited the Fund’s short non-U.S. currency positions. In the energy complex, gains were recorded primarily during September through December from short positions in crude oil and its related contracts as prices moved lower as U.S. oil production advanced to record levels and after OPEC decided not to reduce crude oil production amid a global supply surplus. A portion of the Partnership’s gains during the year was offset by losses recorded within the global stock index sector during January from long positions in U.S., European, and Asian equity index futures as prices declined after disappointing economic growth in China and the U.S. Federal Reserve’s announcement to further taper its quantitative easing program. Additional losses were incurred during September, October, and December from long positions in U.S., European, and Asian equity index futures as prices fell as a decline in the energy complex, the Russian ruble crisis, and uncertainty in European monetary policy all fueled a general risk reduction in stocks. Within the metals sector, losses were recorded during much of the year from long and short copper futures positions as prices fluctuated on varying economic news from China, the world’s largest user of the metal. Within the agricultural markets, losses were recorded during May from long positions in the soybean complex as prices declined after favorable weather throughout much of the U.S. Midwest boosted soybean plantings to near record levels. Additional losses were incurred during October from short positions in wheat, soybean, and corn futures as prices rose amid speculation cold weather in Russia may hurt the wheat crop, an extended drought in Brazil limited soybean production, and rains delayed the U.S. corn bumper crop harvest, respectively

~~The~~- ~~Partnership~~32 ~~recorded~~- total trading results including interest income totaling $5,368,193 and expenses totaling $1,702,488, resulting in net income of $3,665,705 for the year ended December 31, 2014. The Partnership’s net asset value per Unit increased from $10.54 at December 31, 2013, to $12.72 at December 31, 2014. Total redemptions for the year were $13,284,634 , and the Partnership’s ending capital was $26,014,790 at December 31, 2014, a decrease of $9,618,929 from ending capital at December 31, 2013, of $35,633,719.

-The 61Partnership -recorded total trading results including interest income totaling $6,924,836 and expenses totaling $3,243,381, resulting in net income of $3,681,455 for the year ended December 31, 2013. The Partnership’s net asset value per Unit increased from $9.69 at December 31, 2012 to $10.54 at December 31, 2013. Total redemptions for the year were $10,882,116, and the Partnership’s ending capital was $35,633,719 at December 31, 2013, a decrease of $7,200,661 from the ending capital of $42,834,380 at December 31, 2012.

During the year, the Partnership posted a gain in net asset value per Unit as trading gains ~~during~~in the ~~year~~global ~~was~~stock ~~offset~~indices, bymetals, grains, currencies, and soft commodities offset losses ~~recorded~~in the global interest rate and energy sectors. The most significant gains were achieved within the global stock index ~~sector~~markets ~~during January~~ from long futures positions during a majority of the year as prices were supported by an aggressive Japanese economic stimulus package, a stabilizing euro-zone credit market, and continued growth in the U.S. economy. Within the metals complex, ~~European~~gains were experienced during February, April, and ~~Asian~~June ~~equity~~from ~~index~~short positions in precious metal futures as prices declined ~~after~~sharply ~~disappointing~~due ~~economic~~to ~~growth~~several infactors ~~China~~including ~~and~~low ~~the~~or ~~U.S.~~falling ~~Federal~~inflation ~~Reserve’s~~readings, ~~announcement~~outflows tofrom ~~further~~related ~~taper~~Exchange ~~its~~Traded ~~quantitative~~Products, ~~easing~~and ~~program~~decreasing demand as a store of value. Additional ~~losses~~gains were ~~incurred~~recorded ~~during~~from short ~~September~~positions in copper futures primarily in April and June as prices declined on concern demand from China may slow. Within the grains complex, gains were achieved during October, and ~~December~~November from ~~long~~short positions in corn futures as prices declined after government reports indicated U.S., ~~European,~~farmers ~~and~~were ~~Asian~~projected ~~equity~~to ~~index~~produce record harvest totals. Additional gains were experienced in December from short wheat futures positions as prices ~~fell~~decreased asafter aglobal ~~decline~~inventories inrose and U.S. exports fell. In the ~~energy~~currency ~~complex~~markets, gains were recorded throughout the ~~Russian~~first ~~ruble~~two ~~crisis~~quarters, as well as during November and ~~uncertainty~~December, from short positions in ~~European~~a ~~monetary~~weakening ~~policy~~Japanese ~~all~~yen ~~fueled~~as aJapan’s ~~general~~government ~~risk~~pledged ~~reduction~~to inaggressively ~~stocks~~tackle deflation, putting pressure on the value of its currency. Within the ~~metals~~soft ~~sector~~commodities, ~~losses~~gains were ~~recorded~~achieved primarily during ~~much~~March ~~of the year~~ from ~~long~~short ~~and~~positions ~~short~~in ~~copper~~coffee futures ~~positions~~ as prices ~~fluctuated~~moved lower on ~~varying~~signs ~~economic~~of ~~news~~slowing ~~from~~demand. ~~China,~~A ~~the~~portion ~~world~~of the Partnership’s ~~largest~~gains ~~user~~during of the ~~metal.~~year ~~Within~~was offset by losses incurred within the ~~agricultural~~global ~~markets,~~interest ~~losses~~rate ~~were~~sector ~~recorded~~primarily during January and May from long positions in ~~the~~European ~~soybean~~and ~~complex~~U.S. fixed income futures as prices declined ~~after~~amid ~~favorable~~positive ~~weather~~economic data ~~throughout~~and ~~much~~speculation ofcentral banks across Europe and the U.S. ~~Midwest~~may ~~boosted~~curtail ~~soybean~~their ~~plantings~~asset topurchase ~~near record levels~~programs. Additional losses were ~~incurred~~experienced ~~during~~in ~~October~~December from ~~short~~long futures positions as prices declined following the U.S. Federal Reserve announcement that it would reduce monthly bond purchases, putting policy makers on a path to wind-down stimulus measures as the U.S. economy accelerates. Losses were also incurred within the energy complex, primarily in ~~wheat~~February, ~~soybean~~June, and ~~corn~~September. ~~futures~~In February, aslower prices ~~rose~~due ~~amid~~to ~~speculation~~sluggish ~~cold~~global ~~weather~~demand, a stronger U.S. dollar, and an increased production of crude oil in ~~Russia~~the ~~may~~United ~~hurt~~States resulted in losses for the ~~wheat~~Partnership’s ~~crop~~long positions. During June, anlosses ~~extended~~were ~~drought~~incurred from short positions in ~~Brazil~~gas ~~limited~~oil ~~soybean~~and ~~production~~Brent crude oil as prices rose during the first half of the month from concern that escalating Mideast tensions would disrupt supplies. In September, further losses were recorded from long positions in crude oil and ~~rains~~its distillate ~~delayed~~products as a calming of tensions between the U.S. ~~corn~~and ~~bumper~~Syria ~~crop~~caused ~~harvest,~~a ~~respectively~~sell-off in energy prices.

~~The~~- ~~Partnership~~33 ~~recorded~~- total trading results including interest income totaling $6,924,836 and expenses totaling $3,243,381, resulting in net income of $3,681,455 for the year ended December 31, 2013. The Partnership’s net asset value per Unit increased from $9.69 at December 31, 2012, to $10.54 at December 31, 2013. Total redemptions for the year were $10,882,116, and the Partnership’s ending capital was $35,633,719 at December 31, 2013, a decrease of $7,200,661 from ending capital at December 31, 2012, of $42,834,380.

~~During~~For ~~the~~an ~~year,~~analysis ~~the~~of ~~Partnership~~unrealized ~~posted a gain in net asset value per Unit as trading~~ gains ~~in the global stock indices, metals, grains, currencies,~~ and ~~soft commodities offset~~ losses in the global interest rate and energy sectors. The most significant gains were achieved within the global stock index markets from long futures positions during a majority of the year as prices were supported by ancontract ~~aggressive~~type ~~Japanese economic stimulus package, a stabilizing euro-zone credit market,~~ and continued growth in the U.S. economy. Within the metals complex, gains were experienced during February, April, and June from short positions in precious metal futures as prices declined sharply due to several factors including low or falling inflation readings, outflows from related Exchange Traded Products, and decreasing demand as a ~~store~~further description of ~~value.~~2015 trading ~~Additional gains were recorded from short positions in copper futures primarily in April and June as prices declined on concern demand from China may slow. Within the grains complex~~results, ~~gains~~refer ~~were achieved during October and November from short positions in corn futures as prices declined after government reports indicated U.S. farmers were projected~~ to ~~produce record harvest totals. Additional gains were experienced in December from short wheat futures positions as prices decreased after global inventories rose and U.S. exports fell. In~~ the ~~currency markets, gains were recorded throughout the first two quarters, as well as during November and December, from short positions in a weakening Japanese yen as Japan~~Partnership’s ~~government~~Annual ~~pledged~~Report to ~~aggressively~~Limited ~~tackle~~Partners ~~deflation,~~for ~~putting pressure on~~ the ~~value~~year ofended ~~its~~December 31, ~~currency. Within the soft commodities~~2015, ~~gains~~which ~~were~~is ~~achieved~~incorporated ~~primarily~~by ~~during~~reference ~~March~~to ~~from~~Exhibit ~~short positions in coffee futures as prices moved lower on signs of slowing demand~~13.01 ~~A portion~~ of ~~the~~this ~~Partnership’s~~Form ~~gains during the year was offset by losses incurred within the global interest rate sector primarily during January and May from long positions in European and U~~10-K.S. ~~fixed income futures as prices declined amid positive economic data and speculation central banks across Europe and the U.S. may curtail their asset purchase programs. Additional losses were~~

-The 63Partnership’s -gains and losses are allocated among its partners for income tax purposes.

experienced in December from long futures positions as prices declined following the U.S. Federal Reserve announcement that it would reduce monthly bond purchases, putting policy makers on a path to windOff-~~down~~Balance ~~stimulus~~Sheet ~~measures~~Arrangements ~~as the U.S. economy accelerates. Losses were also incurred within the energy complex, primarily in February, June,~~ and ~~September.~~Contractual ~~In February, lower prices due to sluggish global demand, a stronger U~~Obligations.S. dollar, and an increased production of crude oil in the United States resulted in losses for the Partnership’s long positions. During June, losses were incurred from short positions in gas oil and Brent crude oil as prices rose during the first half of the month from concern that escalating Mideast tensions would disrupt supplies. In September, further losses were recorded from long positions in crude oil and its distillate products as a calming of tensions between the U.S. and Syria caused a sell-off in energy prices.

The Partnership ~~recorded~~does ~~total~~not ~~trading~~have ~~results~~any ~~including~~off-balance ~~interest~~sheet ~~income totaling $4~~arrangements,~~301,783~~ ~~and~~nor ~~expenses~~does ~~totaling~~it ~~$4,221,248,~~have ~~resulting~~contractual inobligations ~~net~~or ~~income~~commercial ofcommitments ~~$80,535 for the year ended December 31, 2012. The Partnership’s net asset value per Unit decreased from $9.77 at December 31, 2011,~~ to ~~$9.69 at~~make future ~~December 31~~payments, ~~2012. Total~~that ~~redemptions~~would ~~for~~affect ~~the~~its ~~year~~liquidity ~~were~~or ~~$16,354,933, and the Partnership’s ending~~ capital ~~was $42,834,380 at December 31, 2012, a decrease of $16,274,398 from ending capital at December 31, 2011, of $59,108,778~~resources.

~~The most~~Market significant trading losses during the year were recorded within the metals markets, primarily in January, from short positions in zinc and aluminum futures as prices advanced on speculation metals demand would be supported by economic expansion in the URisk.S. ~~and an easing credit policy in China. Losses were also experienced in this sector during October from long positions in gold and silver~~

-The 64Partnership 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 Advisor was 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.

~~futures~~In asaddition ~~prices~~to ~~moved~~the ~~lower~~Trading ~~amid~~Advisor’s ainternal ~~rally~~controls, in the ~~U.S.~~Trading ~~dollar,~~Advisor ~~which~~must ~~curbed~~comply with ~~demand for~~ the ~~metals as an alternative investment. The~~ Partnership’s ~~losses~~trading ~~during~~policies ~~the~~that ~~year~~include ~~were~~standards ~~offset~~for byliquidity ~~gains achieved within the global interest rate sector during April~~ and ~~May~~leverage ~~from~~that ~~long~~must ~~positions~~be ~~in European and U~~maintained.S. ~~fixed~~The ~~income~~Trading ~~futures~~Advisor asand ~~prices~~Ceres ~~advanced~~monitor ~~after~~the ~~Standard & Poor~~Partnership’s ~~cut~~trading ~~Spain’s~~activities ~~credit rating and Greece failed~~ to ~~form~~ensure acompliance ~~unified~~with ~~government, adding to concern central banks and politicians were failing to contain~~ the ~~European~~trading ~~debt crisis. During July, long positions in European~~ policies and ~~U.S.~~Ceres ~~fixed~~can ~~income~~require ~~futures resulted in further gains as prices climbed higher on concern~~ the ~~global~~Trading ~~economic~~Advisor recovery was slowing. Within the global stock index markets, gains were achieved during January and February from long positions in U.S., European, and Pacific Rim equity index futures as prices were buoyed by better-than-expected economic reports in these regions. Gains were also recorded during August and September from long positions in U.S. and European equity index futures as prices moved higher on better-than-expected reports of U.S. corporate earnings and after the U.S. Federal Reserve’s plan to ~~buy~~modify ~~mortgage securities fueled demand for “riskier” assets. During December, additional gains were experienced in this sector from long~~ positions ~~in Japanese equity index futures as prices rose on speculation Japan’s newly elected president would act on pledges~~ of ~~expanded monetary stimulus. Within~~ the ~~agricultural~~Partnership ~~complex,~~if ~~gains~~Ceres ~~were~~believes ~~recorded~~they ~~during~~violate ~~February and March from short positions in coffee futures as prices declined on signs of abundant supplies from Brazil,~~ the ~~world~~Partnership’s ~~biggest~~trading ~~grower of coffee~~policies. During July, long futures positions in corn, wheat, and soybeans resulted in additional gains as prices rose after a heat wave and drought in the U.S. Midwest threatened to limit output. Within the currency markets, gains were achieved during July from short positions in the Swiss franc and euro versus the U.S. dollar as the value of these European currencies declined after European Central Bank President Mario Draghi said the euro-zone still faces risks after policy makers cut interest rates to a record low. Additional currency

- 6534 -

~~For~~Credit an analysis of unrealized gains and losses by contract type and a further description of 2014 trading results, refer to the Partnership’s Annual Report to Limited Partners for the year ended December 31, 2014, which is incorporated by reference to Exhibit 13Risk.01 ~~of this Form 10-K.~~

In addition to market risk, in entering into futures, forward and option 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 option 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, ~~gains~~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 ~~losses~~Ceres ~~are~~and ~~allocated~~the ~~among~~commodity broker 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 ~~partners~~customers from loss in the event of an exchange or clearinghouse defaulting on trades effected for ~~income~~the broker’s ~~tax~~customers. ~~purposes~~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.

~~Off-Balance~~Ceres ~~Sheet~~deals ~~Arrangements~~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 broker informs the Partnership, as with all of their customers, of the Partnership’s net margin requirements for all of its existing open positions, and ~~Contractual~~Ceres ~~Obligations~~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.

~~The~~Second, the Partnership’s ~~does~~trading ~~not~~policies ~~have~~limit the amount of its net assets that can be committed at any ~~off-balance~~given ~~sheet~~time ~~arrangements~~to futures contracts and require a minimum amount of diversification in the Partnership’s trading, ~~nor~~usually ~~does~~over itseveral ~~have~~different ~~contractual~~products ~~obligations~~and orexchanges. ~~commercial~~Historically, ~~commitments~~the Partnership’s exposure to ~~make~~any ~~future~~one ~~payments,~~exchange ~~that~~has ~~would~~typically ~~affect~~amounted to only a small percentage of its ~~liquidity~~total ornet ~~capital~~assets, ~~resources~~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.

~~Market~~Third, ~~Risk~~with respect to off-exchange-traded 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.

~~The~~For ~~Partnership~~additional isinformation, asee ~~party~~Note 4, “Financial Instruments” under “Notes to ~~financial~~Financial ~~instruments~~Statements” ~~with~~in ~~elements~~the Partnership’s ofAnnual ~~off-balance~~Report ~~sheet~~to ~~market~~Limited ~~and~~Partners ~~credit~~for ~~risk. The~~the ~~Partnership~~year ~~trades~~ended ~~futures~~December 31, ~~contracts~~2014, ~~options~~which onis ~~futures~~incorporated ~~and~~by ~~forward~~reference ~~contracts,~~to ~~and~~Exhibit 13.01 ~~forward~~of this Form 10-K.

-Inflation 66has -not been a major factor in the Partnership’s operations.

~~contracts~~Fair onValue ~~physical~~Measurements ~~commodities~~ and ~~other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products~~Disclosures. 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 Advisor was 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.

InThe ~~addition~~carrying tovalue ~~the~~of ~~Trading Advisor’s internal controls,~~ the ~~Trading Advisor must comply with the~~ Partnership’s ~~trading~~assets ~~policies~~and ~~that~~liabilities ~~include~~presented ~~standards~~in ~~for~~the ~~liquidity~~Statements ~~and~~of ~~leverage~~Financial Condition that ~~must~~qualify beas financial ~~maintained. The~~instruments ~~Trading~~under ~~Advisor and Ceres monitor~~ the ~~Partnership's~~Financial ~~trading~~Accounting ~~activities~~Standards toBoard ~~ensure~~Accounting ~~compliance~~Standards ~~with~~Codification ~~the~~825, ~~trading~~“Financial ~~policies~~Instruments,” ~~and~~approximates ~~Ceres~~fair ~~can~~value ~~require~~due ~~the Trading Advisor~~ to ~~modify positions of~~ the ~~Partnership~~short ifterm ~~Ceres~~nature ~~believes~~of ~~they~~such ~~violate the Partnership's trading policies~~balances.

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

InThe ~~addition~~fair tovalue ~~market~~of ~~risk,~~exchange-traded ~~in entering into~~ futures, forward and ~~options~~option contracts is determined by the various exchanges, ~~there~~and isreflects athe ~~credit~~settlement ~~risk~~price tofor each contract as of the ~~Partnership~~close ~~that~~of business on the ~~counterparty~~last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a ~~contract~~forward ~~will~~basis ~~not~~from bethe ~~able~~spot toprices quoted ~~meet~~as ~~its~~of ~~obligations~~approximately to3:00 P.M. (E.T.) on the ~~Partnership~~last business day of the reporting period from various exchanges. The ~~ultimate~~fair ~~counterparty~~value orof ~~guarantor~~non-exchange-traded offoreign ~~the~~currency ~~Partnership~~option contracts is calculated by applying an industry standard model application for ~~futures~~options valuation of foreign currency options, ~~forward~~using as input the spot prices, interest rates and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.

~~options~~The ~~contracts~~Partnership considers prices for exchange-traded commodity futures, forward, swap and option contracts to be based on unadjusted quoted prices in ~~the~~active ~~United~~markets ~~States~~for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and ~~most~~certain ~~foreign~~option ~~exchanges~~contracts onfor which market quotations are not readily available are priced by broker quotes or pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of and for the years ended December 31, 2015 and 2014, the Partnership did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3). Transfers between levels are recognized at the end of the reporting period. During the years ended December 31, 2015 and 2014, there were no transfers of assets or liabilities between Level 1 and Level 2.

~~trades,~~- is35 ~~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~~

aItem ~~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~~7A. ~~Further,~~QUANTITATIVE ~~the~~AND ~~law~~QUALITATIVE isDISCLOSURES ~~unclear~~ABOUT asMARKET 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.RISK

~~Ceres~~Introduction 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 ~~the~~ Partnership’s ~~trading~~is ~~policies~~a ~~limit~~commodity ~~the~~pool ~~amount~~engaged ofprimarily ~~its~~in ~~net~~the ~~assets~~speculative ~~that~~trading ~~can~~of ~~be committed at any given time to~~ futures, ~~contracts~~forwards and ~~require~~options. aThe ~~minimum~~market-sensitive instruments ~~amount~~held ofby ~~diversification in~~ the Partnership’s ~~trading,~~are ~~usually~~acquired ~~over~~for ~~several~~speculative ~~different~~trading ~~products~~purposes ~~and~~only ~~exchanges. Historically~~and, ~~the~~as ~~Partnership’s exposure to any one exchange has typically amounted to only~~ a ~~small percentage of its total net assets~~result, ~~and~~all onor ~~those~~substantially ~~relatively~~all ~~few~~of ~~occasions where~~ the Partnership’s ~~credit~~assets ~~exposure~~are ~~climbs~~at ~~above~~risk ~~such~~of ~~level,~~trading ~~Ceres~~loss. ~~deals~~Unlike ~~with~~an ~~the~~operating ~~situation on a case by case basis~~company, ~~carefully weighing whether~~ the ~~increased~~risk ~~level~~ of ~~credit~~market-sensitive instruments ~~exposure~~is ~~remains~~inherent ~~appropriate. Material changes~~ to the ~~trading~~primary ~~policies~~business ~~may~~activity ~~be made only with the prior written approval~~ of the ~~limited partners owning more than 50% of Units then outstanding~~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- 68traded futures, exchange-traded forward, and exchange-traded futures-styled option contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts and forward currency option contracts are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency option contracts are settled on an agreed-upon settlement date. U.S. Treasury bills are fair valued at the last available bid price received from independent pricing services as of the close of business on the last business day of the reporting period.

~~Third,~~The ~~with~~Partnership’s ~~respect~~total tomarket ~~forwards~~risk ~~and~~may ~~options~~increase onor ~~forward~~decrease ~~contract~~as ~~trading,~~it ~~the~~is influenced ~~Partnership~~by ~~trades~~a ~~with~~wide ~~only~~variety ~~those~~of ~~counterparties~~factors, ~~which Ceres~~including, ~~together~~but ~~with~~not ~~MS&Co.~~limited to, ~~has~~the ~~determined~~diversification toamong bethe ~~creditworthy. The~~ Partnership’s ~~presently~~open ~~deals~~positions, ~~with~~the ~~MS&Co.~~volatility aspresent within the ~~sole~~markets, ~~counterparty~~and onthe ~~all~~liquidity ~~trading~~ of ~~foreign~~the ~~currency forward contracts~~markets.

~~For~~The ~~additional~~face ~~information,~~value ~~see~~of the ~~“Financial~~market ~~Instruments”~~sector ~~section~~instruments ~~under~~held ~~“Notes~~by tothe ~~Financial~~Partnership ~~Statements”~~is intypically many times the ~~Partnership’s~~applicable ~~Annual~~margin ~~Report~~requirements. toMargin requirements ~~Limited~~generally ~~Partners~~range ~~for~~between ~~the~~2% ~~year~~and ~~ended~~15% ~~December~~of ~~31,~~contract ~~2014~~face value. Additionally, ~~which~~the isuse ~~incorporated~~of leverage causes the face value of the market sector instruments held by ~~reference~~the Partnership typically to ~~Exhibit~~be ~~13.01~~many oftimes ~~this~~the ~~Form~~total ~~10-K~~capitalization of the Partnership.

~~Inflation~~The ~~has~~Partnership’s ~~not~~past ~~been~~performance ais ~~major~~no ~~factor~~guarantee inof 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 ~~operations~~speculative trading and use of leverage may cause future losses and volatility (i.e., “risk of ruin”) that far exceed the Partnership’s experience to date as discussed under the “Partnership’s Value at Risk in Different Market Sectors” section and significantly exceed the Value at Risk (“VaR”) tables disclosed.

~~Fair~~Limited ~~Value~~partners ~~Measurements~~will ~~and~~not ~~Disclosures~~be liable for losses exceeding the current net asset value of their investment

~~Financial~~- ~~instruments~~36 ~~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).

InQuantifying ~~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~~Trading ofValue ~~the~~at ~~significance~~Risk ~~of a particular input to the fair value measurement in its entirety requires judgment, and consideration of factors specific to the investment.~~

The following quantitative disclosures regarding the Partnership’s ~~assets~~market ~~and~~risk ~~liabilities~~exposures ~~measured~~contain at“forward-looking ~~fair~~statements” within ~~value~~the onmeaning aof ~~recurring~~the ~~basis~~safe ~~are~~harbor ~~summarized~~from incivil ~~the~~liability ~~following~~provided ~~tables~~for such statements by the ~~type~~Private Securities Litigation Reform Act of ~~inputs~~1995 ~~applicable~~(set forth in Section 27A of the Securities Act, and Section 21E of the Exchange Act). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the ~~fair~~safe ~~value~~harbor, ~~measurements~~except for statements of historical fact.

December 31, 2014	Unadjusted Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Assets
Futures	873,317	–	n/a	873,317
Forwards	111,529	1,424,500	n/a	1,536,029
Total Assets	984,846	1,424,500	n/a	2,409,346
Liabilities
Futures	134,615	–	n/a	134,615
Forwards	75,657	905,831	n/a	981,488
Total Liabilities	210,272	905,831	n/a	1,116,103
Unrealized currency loss				(2,400,799)
*Net fair value	774,574	518,669	n/a	(1,107,556)

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

-The ~~70-~~Partnership’s risk exposure in the market sectors traded by the Trading Advisor is estimated below in terms of VaR. Please note that the VaR model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either Ceres or the Trading Advisor in their daily risk management activities.

December 31, 2013	Unadjusted Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Assets
Futures	1,306,032	–	n/a	1,306,032
Forwards	–	528,118	n/a	528,118
Total Assets	1,306,032	528,118	n/a	1,834,150
Liabilities
Futures	374,233	–	n/a	374,233
Forwards	–	296,785	n/a	296,785
Total Liabilities	374,233	296,785	n/a	671,018
Unrealized currency loss				(2,388,713)
*Net fair value	931,799	231,333	n/a	(1,225,581)

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

*Exchange ~~This~~maintenance ~~amount~~margin ~~comprises~~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 ~~“Net~~maximum ~~unrealized~~losses ~~loss~~reasonably onexpected ~~open~~to ~~contracts”~~be onincurred in the ~~Statements~~fair value of ~~Financial~~any ~~Condition~~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.

~~During~~- ~~the~~37 ~~twelve~~- ~~months ended December 31, 2014 and 2013, there were no Level 3 assets and liabilities, and there were no transfers of assets or liabilities between Level 1 and Level 2.~~

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

-The 71following -tables indicate the trading VaR associated with the Partnership’s open positions by market category as of December 31, 2015 and 2014 and the highest, lowest and average values during the twelve months ended December 31, 2015 and 2014. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.

OnAs ~~January~~of 1December 31, ~~2013~~2015, the Partnership adopted Accounting Standards Update (“ASU”) 2011-11, “Disclosure about Offsetting Assets and Liabilities” and ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. ASU 2011-11 created a new disclosure requirement about the nature of an entity’s ~~rights~~total tocapitalization ~~setoff~~was ~~and~~approximately ~~the~~$22 related arrangements associated with its financial instruments and derivative instruments, while ASU 2013-01 clarified the types of instruments and transactions that are subject to the offsetting disclosure requirements established by ASU 2011-11million. ~~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 International Financial Reporting Standards.

As of December 31, 2014, approximately 56.95% of the Partnership’s total investment exposure is in futures contracts which are exchange-traded while approximately 43.05% is in forward contracts which are off-exchange traded.


	December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value At Risk*
Currency	$	1,652,839		7.63	%	$	2,130,340	$	0	$	1,126,511
Interest Rate		444,671		2.05			1,135,061		122,032		527,396
Equity		446,828		2.06			1,693,336		222,168		713,433
Commodity		1,491,300		6.88			1,593,779		448,702		988,115

Total	$	4,035,638		18.62	%

~~The~~* ~~following~~Average ~~tables summarize the valuation~~ of ~~the~~daily ~~Partnership’s~~Value ~~investments~~at ~~as of December 31, 2014 and 2013, respectively~~Risk.

-As 72of -December 31, 2014, the Partnership’s total capitalization was approximately $26 million.

Offsetting of Derivative Assets and Liabilities as of December 31, 2014:


	December 31, 2014
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk *
Currency	$	1,587,974		6.10	%	$	3,893,891	$	896,387	$	2,072,311
Interest Rate		1,017,781		3.91			1,533,081		421,511		909,229
Equity		370,946		1.43			2,493,395		173,186		1,209,329
Commodity		712,045		2.74			2,504,044		415,368		1,137,918

Total	$	3,688,746		14.18	%

	Gross Amounts Recognized	Gross Amounts Offset in the Statements of Financial Condition	Net Amounts Presented in the Statements of Financial Condition
	$	$	$
Assets
Futures	873,317	(134,615)	738,702
Forwards	1,536,029	(981,488)	554,541
Total Assets	2,409,346	(1,116,103)	1,293,243
Liabilities
Futures	(134,615)	134,615	–
Forwards	(981,488)	981,488	–
Total Liabilities	(1,116,103)	1,116,103	–
Unrealized currency loss			(2,400,799)
Net unrealized loss on
open contracts			(1,107,556)

*	Average of daily Value at Risk.

~~Offsetting~~- of38 ~~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	1,306,032	(374,233)	931,799
Forwards	528,118	(296,785)	231,333
Total Assets	1,834,150	(671,018)	1,163,132
Liabilities
Futures	(374,233)	374,233	–
Forwards	(296,785)	296,785	–
Total Liabilities	(671,018)	671,018	–
Unrealized currency loss			(2,388,713)
Total net unrealized loss on
open contracts			(1,225,581)

-Limitations 73on -Value at Risk as an Assessment of Market Risk

~~The~~VaR ~~effect~~models permit estimation of ~~Trading~~a ~~Activities~~portfolio’s onaggregate ~~the~~market ~~Statements~~risk exposure, incorporating a range of ~~Financial~~varied ~~Condition~~market asrisks, reflect risk reduction due to portfolio diversification or hedging activities, and can cover a wide range of ~~December~~portfolio 31assets. However, ~~2014~~VaR risk measures should be viewed in light of the methodology’s limitations, which include, but may not be limited to, the following:

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	3,667	(117,406)	290,455	(24,367)	152,349	848
Equity	53,954	(46,233)	689	(4,261)	4,149	309
Foreign currency	68,076	(785,527)	1,356,424	(120,304)	518,669	429
Interest rate	625,971	(9,658)	10,110	(8,347)	618,076	977
Total	751,668	(958,824)	1,657,678	(157,279)	1,293,243
Unrealized currency loss					(2,400,799)
Total net unrealized loss on open contracts					(1,107,556)

•

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

~~The~~• ~~effect~~changes ofin ~~Trading~~portfolio ~~Activities~~value oncaused ~~the~~by ~~Statements~~market ofmovements ~~Financial~~may ~~Condition~~differ asfrom those of ~~December~~the ~~31,~~VaR ~~2013:~~model;

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	8,370	(210,864)	205,290	(23,930)	(21,134)	662
Equity	968,426	–	5,650	(9,857)	964,219	549
Foreign currency	73,963	(26,337)	454,118	(270,448)	231,296	5,227
Interest rate	41	(128,798)	118,292	(784)	(11,249)	1,357
Total	1,050,800	(365,999)	783,350	(305,019)	1,163,132
Unrealized currency loss					(2,388,713)
Total net unrealized loss on open contracts					(1,225,581)

•

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

~~The~~• ~~following~~VaR ~~tables~~using ~~summarize~~a ~~the~~one-day ~~net~~time ~~trading~~horizon ~~results~~does ofnot fully capture the ~~Partnership~~market ~~for~~risk ~~the~~of ~~years~~positions ~~ended~~that ~~December~~cannot ~~31,~~be ~~2014,~~liquidated ~~2013,~~or ~~and~~hedged ~~2012,~~within ~~respectively.~~one day; and

-• 74the -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.

~~The~~- ~~effect~~39 of- ~~Trading Activities on the Statements of Income and Expenses for the years ended December 31, 2014, 2013, and 2012, included in Total Trading Results:~~

	2014	2013	2012
Type of Instrument	$	$	$
Commodity	599,779	1,883,702	(78,186)
Equity	(1,237,700)	5,768,347	1,698,887
Foreign currency	2,159,305	1,007,270	588,805
Interest rate	3,854,602	(1,753,108)	2,058,201
Unrealized currency gain (loss)	(12,086)	965	3,072
Total	5,363,900	6,907,176	4,270,779

Non-Trading Risk

~~Line~~The ~~items~~Partnership has non-trading market risk on ~~the~~its ~~Statements~~foreign ofcash ~~Income~~balances ~~and~~not ~~Expenses~~needed for ~~the~~margin. ~~years~~These ~~ended~~balances ~~December 31,~~and ~~2014,~~any ~~2013,~~market ~~and~~risk ~~2012:~~they may represent are immaterial.

~~December~~A ~~31,~~ 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.

	2014	2013	2012
Trading Results	$	$	$
Net realized	5,245,875	7,027,256	5,466,229
Net change in unrealized	118,025	(120,080)	(1,195,450)
Total Trading Results	5,363,900	6,907,176	4,270,779

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.

~~Investment~~Qualitative ~~Company~~Disclosures ~~Status~~Regarding Primary Trading Risk Exposures

~~Effective~~The ~~January~~following 1,qualitative ~~2014,~~disclosures regarding the Partnership’s ~~adopted~~market ~~ASU~~risk ~~2013-08,~~exposures ~~“Financial Services~~ – ~~Investments~~except ~~Companies~~for (~~Topic~~A) those ~~946~~disclosures that are statements of historical fact and (B): the ~~Amendments~~descriptions toof how the ~~Scope,~~Partnership ~~Measurement~~manages ~~and~~its ~~Disclosure~~primary ~~Requirements”. ASU~~market ~~2013~~risk exposures – constitute forward-08looking ~~changes~~statements within the ~~approach~~meaning toof Section 27A of the ~~investment~~Securities ~~company~~Act ~~assessment,~~and Section 21E ~~requires~~of ~~non-controlling~~the ~~ownership~~Exchange ~~interests~~Act. inThe ~~other~~Partnership’s ~~investment~~primary ~~companies~~market risk exposures, as well as the strategies used and to be ~~measured~~used atby ~~fair~~Ceres ~~value~~and the Trading Advisor for managing such exposures, are subject to numerous uncertainties, contingencies and ~~requires~~risks, ~~additional~~any ~~disclosures~~one ~~about~~of which could cause the ~~investment~~actual ~~company~~results of the Partnership’s ~~status~~risk ascontrols anto ~~investment~~differ ~~company. ASU~~materially ~~2013-08~~from isthe ~~effective~~objectives ~~for~~of ~~interim~~such strategies. Government interventions, defaults and ~~annual~~expropriations, ~~reporting~~illiquid ~~periods~~markets, the ~~beginning~~emergence ~~after~~of ~~December~~dominant 15fundamental factors, ~~2013. The~~political ~~adoption~~upheavals, changes in historical price relationships, an influx of ~~this~~new ~~ASU~~market ~~did~~participants, ~~not~~increased ~~have~~regulation aand many other factors could result in material ~~impact~~losses, onas well as in material changes to the ~~Partnership’s~~risk ~~financial~~exposures ~~statements. Based~~and onthe risk management’s ~~assessment,~~strategies of the Partnership. ~~has~~Investors ~~been~~must ~~deemed~~be prepared to belose anall or substantially all of their investment ~~company~~in ~~since~~the ~~inception~~Partnership.

-The 75Trading -Advisor, in general, tends to utilize trading system(s) to take positions when market opportunities develop, and Ceres anticipates that the Trading Advisor will continue to do so.

~~Subsequent~~The ~~Events~~following were the primary trading risk exposures of the Partnership as of December 31, 2015, by market sector. It may be anticipated, however, that these market exposures will vary materially over time.

~~Management~~Currencies. The ofPartnership’s ~~Ceres~~currency ~~performed~~exposure ~~its~~is ~~evaluation~~to ofexchange ~~subsequent~~rate ~~events~~fluctuations, ~~through~~primarily fluctuations that disrupt the ~~date~~historical ofpricing ~~filing~~relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes, as well as political and ~~has~~general ~~determined~~economic ~~that~~conditions. ~~there~~The ~~were~~General noPartner ~~subsequent~~does ~~events~~not ~~requiring~~anticipate ~~adjustments~~that the risk profile of orthe ~~disclosure~~Partnership’s currency sector will change significantly in the ~~financial statements~~future.

~~Item~~Stock 7AIndices. ~~QUANTITATIVE~~ The Partnership’s ~~AND~~primary ~~QUALITATIVE~~equity ~~DISCLOSURES~~exposure ~~ABOUT~~is ~~MARKET~~to ~~RISK~~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, 2015 the Partnership’s primary exposures were in the Hang Seng (Hong Kong), Dow Jones Industrials 30 (U.S.), S&P 500 (U.S.), and MIB (Italy) stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European, and Pacific Rim based indices. (Static markets would not cause major market changes but would make it difficult for the Partnership to avoid being “whipsawed” into numerous small losses.)

~~Introduction~~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 can affect the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and other G-8 countries. However, the Partnership can also take futures positions on the government debt of smaller nations – e.g., Australia.

~~The~~- ~~Partnership~~40 ~~is a commodity pool engaged primarily in the speculative trading of futures, forward 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~~

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

-Energy. The 76Partnership’s -primary energy market exposure is to oil and natural gas price movements, often resulting from political developments in the Middle East and weather conditions. Energy prices can be volatile and substantial profits and losses have been experienced and are expected to continue in this market sector.

Softs. The Partnership’s ~~total~~trading ~~market~~ risk ~~may~~exposure ~~increase~~in orsoft ~~decrease~~commodities ~~as it~~ is ~~influenced~~primarily byto agricultural-related aprice ~~wide variety of factors~~movements, ~~including,~~which ~~but~~are ~~not~~often ~~limited~~directly ~~to,~~affected ~~the~~by ~~diversification~~severe ~~among~~or ~~the~~unexpected ~~Partnership’s~~weather ~~open~~conditions. ~~positions,~~Sugar ~~the~~and ~~volatility~~coffee ~~present~~accounted ~~within~~for the ~~markets,~~Partnership’s ~~and~~soft ~~the~~commodity ~~liquidity~~exposure as of ~~the~~December 31, ~~markets~~2015.

Metals. The ~~face~~Partnership’s ~~value~~primary ofmetal ~~the~~ market ~~sector~~exposure ~~instruments~~as ~~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~~December 31, ~~the~~2015 ~~use~~was to offluctuations ~~leverage~~in ~~causes~~ the ~~face~~price ~~value~~ of ~~the~~copper, ~~market~~silver, ~~sector~~nickel, ~~instruments~~gold, ~~held~~and ~~by the Partnership typically to be many times the total capitalization of the Partnership~~zinc.

Grains. The Partnership’s ~~past~~trading ~~performance~~risk isexposure noin ~~guarantee~~grains ofis ~~its~~primarily ~~future results. Any attempt~~ to ~~numerically~~agricultural-related ~~quantify~~price ~~the~~movements, ~~Partnership’s~~which ~~market~~are ~~risk~~often isdirectly ~~limited~~affected by ~~the~~severe ~~uncertainty~~or ofunexpected ~~its~~weather ~~speculative trading~~conditions. ~~The~~ ~~Partnership’s~~Positions ~~speculative~~in ~~trading~~corn, ~~and~~wheat, ~~use of leverage may cause future losses~~ and ~~volatility~~soybean ~~(i.e.,~~complex ~~“risk~~futures ofaccounted for ~~ruin”) that far exceed~~ the ~~Partnership’s~~majority ~~experience~~of ~~to date under~~ the “Partnership’s ~~Value~~grain atexposure ~~Risk~~as inof ~~Different~~December 31, ~~Market Sectors” section and significantly exceed the Value at Risk (“VaR”) tables disclosed~~2015.

~~Limited~~Livestock. The Partnership’s ~~partners~~primary ~~will~~risk ~~not~~exposure bein ~~liable~~livestock ~~for~~is ~~losses~~to ~~exceeding~~fluctuations ~~the~~hog ~~current~~and ~~net~~cattle ~~asset value of their investment~~prices.

~~Quantifying~~Qualitative ~~the~~Disclosures ~~Partnership’s~~Regarding ~~Trading~~Means ~~Value~~of at Managing Risk Exposure

The ~~following~~Partnership ~~quantitative~~and ~~disclosures~~the ~~regarding~~Trading Advisor, separately, attempt to manage the risk of the Partnership’s open positions in essentially the same manner in all market ~~risk~~categories ~~exposures~~traded. ~~contain~~Ceres ~~“forward-looking~~attempts ~~statements”~~to ~~within~~manage market exposure by diversifying the ~~meaning~~Partnership’s assets among different market sectors through the selection of a commodity trading advisor and by daily monitoring its performance. In addition, the ~~safe~~Trading ~~harbor~~Advisor ~~from~~establishes ~~civil~~diversification ~~liability~~guidelines, ~~provided~~often ~~for~~set in terms of the maximum margin to be committed to positions in any one market sector or market-sensitive instrument.

-Ceres 77monitors 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 Advisor.

~~such~~- ~~statements~~41 by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act and Section 21E of the Exchange Act). All quantitative disclosures in this section are deemed to be forward-~~looking~~ ~~statements for purposes of the safe harbor, except for statements of historical fact.~~

~~The~~Item ~~Partnership’s risk exposure in the market sectors traded by the Trading Advisor is estimated below in terms of VaR~~8. ~~Please~~ ~~note~~FINANCIAL ~~that~~STATEMENTS ~~the~~AND ~~VaR~~SUPPLEMENTARY ~~model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either Ceres or the Trading Advisor in their daily risk management activities.~~DATA

~~VaR~~The isFinancial aStatements ~~measure~~are ofincorporated by ~~the~~reference ~~maximum amount which the Partnership could reasonably be expected~~ to ~~lose in a given market sector. However,~~ the ~~inherent uncertainty of the~~ Partnership’s ~~speculative~~December 31, ~~trading~~2015 ~~and~~Annual the recurrence of market movements far exceeding expectations in the markets traded by the Partnership could result in actual trading or non-trading losses far beyond the indicated VaR of the Partnership’s experience to date (i.e.Report, ~~“risk~~which ofis ~~ruin”). In~~filed ~~light of the foregoing,~~ as ~~well~~Exhibit as13.01 the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s losses in any market sector will be limited to VaR or by the Partnership’s attempts to manage its market riskhereto.

-Supplementary 78data specified by Item 302 of Regulation S-K:

~~Exchange~~Summary ~~maintenance margin requirements have been used by the Partnership as the measure~~ of ~~its~~Quarterly ~~VaR. Maintenance~~Results ~~margin~~(Unaudited) ~~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.


	For the period from October 1, 2015 to December 31, 2015		For the period from July 1, 2015 to September 30, 2015		For the period from April 1, 2015 to June 30, 2015		For the period from January 1, 2015 to March 31, 2015
Total trading results	$	151,652	$	1,026,391	$	(3,651,282)	$	2,625,968
Interest income		132		696		391		469
Total expenses		(310,044)		(316,256)		(362,834)		(366,782)

Net income (loss)	$	(158,260)	$	710,831	$	(4,013,725)	$	2,259,655


Net income (loss) per Unit	$	(0.08)	$	0.36	$	(2.04)	$	1.12


	For the period from October 1, 2014 to December 31, 2014		For the period from July 1, 2014 to September 30, 2014		For the period from April 1, 2014 to June 30, 2014		For the period from January 1, 2014 to March 31, 2014
Total trading results	$	3,732,645	$	3,426,527	$	1,490,055	$	(3,285,327)
Interest income		659		630		915		2,089
Total expenses		(335,298)		(319,052)		(384,706)		(663,432)

Net income (loss)	$	3,398,006	$	3,108,105	$	1,106,264	$	(3,946,670)


Net income (loss) per Unit	$	1.61	$	1.38	$	0.40	$	(1.21)

~~The~~- ~~Partnership’s~~42 ~~Value~~- ~~at Risk in Different Market Sectors~~

AsItem of9. ~~December~~CHANGES ~~31,~~IN ~~2014,~~AND ~~the~~DISAGREEMENTS ~~Partnership’s~~WITH ~~total~~ACCOUNTANTS ~~capitalization~~ON ~~was~~ACCOUNTING ~~approximately~~AND ~~$26~~FINANCIAL ~~million.~~DISCLOSURE

~~December~~None. ~~31, 2014~~

Primary Market		% of
Risk Category	VaR	Total Capitalization
Currency	$1,587,974	6.10%
Interest Rate	1,017,781	3.91%
Equity	370,946	1.43%
Commodity	712,045	2.74%
Total	$3,688,746	14.18%

Item 9A.

CONTROLS AND PROCEDURES

Under the supervision and with the participation of the management of General Partner, Ceres’ President (Ceres’ principal executive officer) and Chief Financial Officer (Ceres’ principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) 79and 15d-15(e) of the Exchange Act) as of December 31, 2015. 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, 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, 2015.

~~Twelve~~Management’s ~~Months~~Report ~~Ended~~on ~~December~~Internal ~~31,~~Control ~~2014~~Over Financial Reporting

Market Sector	High VaR	Low VaR	Average VaR*
Currency	$3,893,891	$896,387	$2,072,311
Interest Rate	$1,533,081	$421,511	$909,229
Equity	$2,493,395	$173,186	$1,209,329
Commodity	$2,504,044	$415,368	$1,137,918
*Average of month-end VaR.

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

AsCeres has assessed the effectiveness of ~~December~~the Partnership’s internal control over financial reporting as of December 31, 2015. 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 2013. Ceres has concluded that, as of December 31, 2015, the Partnership’s ~~total~~internal ~~capitalization~~control ~~was~~over ~~approximately~~financial ~~$36~~reporting ~~million~~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.

~~December~~Changes ~~31,~~in Internal ~~2013~~Control over Financial Reporting

Primary Market		% of
Risk Category	VaR	Total Capitalization
Currency	$2,819,338	7.91%
Interest Rate	527,053	1.48%
Equity	1,687,357	4.74%
Commodity	2,161,098	6.06%
Total	$7,194,846	20.19%

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, other than the engagement of an Administrator to provide the services described in Item 1. Business under the supervision of the General Partner.

~~Twelve~~Limitations ~~Months~~on ~~Ended~~the ~~December~~Effectiveness ~~31,~~of ~~2013~~Controls

Market Sector	High VaR	Low VaR	Average VaR*
Currency	$3,463,384	$425,333	$1,886,391
Interest Rate	$3,026,187	$343,777	$1,068,808
Equity	$3,188,096	$669,634	$1,940,876
Commodity	$3,085,919	$897,483	$1,903,450
*Average of month-end VaR.

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended December 31, 2015 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

-Item 809B. -OTHER INFORMATION

~~Limitations~~Effective onFebruary ~~Value~~1, at2016, ~~Risk~~Steven Ross was appointed as ana ~~Assessment~~director of the General Partner and Frank Smith resigned as a director of ~~Market~~the ~~Risk~~General Partner.

~~VaR~~Effective ~~models~~February ~~permit estimation of a portfolio’s aggregate market risk exposure~~24, ~~incorporating a range of varied market risks~~2016, ~~reflect~~Edmond ~~risk~~Moriarty ~~reduction due to portfolio diversification or hedging activities,~~ and Kevin ~~can~~Klingert ~~cover~~resigned aas ~~wide~~directors ~~range~~ of ~~portfolio assets. However, VaR risk measures should be viewed in light of~~ the ~~methodology’s~~General ~~limitations,~~Partner. ~~which include, but may not be limited to, the following:~~

·- ~~past~~43 ~~changes~~- ~~in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements;~~

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

·Item 10. DIRECTORS, ~~VaR~~EXECUTIVE ~~using~~OFFICERS aAND ~~one-day~~CORPORATE ~~time~~GOVERNANCE ~~horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and~~

·The ~~the~~Partnership ~~historical~~has ~~market~~no ~~risk~~directors ~~factor~~or ~~data~~executive ~~used~~officers ~~for~~and ~~VaR~~its ~~estimation~~affairs ~~may~~are ~~provide~~managed ~~only~~by ~~limited~~its ~~insight~~General ~~into~~Partner. ~~losses~~Investment ~~that~~decisions ~~could~~are bemade ~~incurred~~by the ~~under~~Trading ~~certain unusual market movements~~Advisor.

~~Non-Trading~~The ~~Risk~~directors and executive officers of the General Partner are Patrick T. Egan (President and Chairman of the Board of Directors of the General Partner), Steven Ross (Chief Financial Officer and Director), M. Paul Martin (Director), and Feta Zabeli (Director). Each director holds office until the earlier of his or her death, resignation or removal. Vacancies on the board of directors may be filled by either (i) the majority vote of the remaining directors or (ii) 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.

~~The~~Directors ~~Partnership~~of ~~has~~the ~~non-trading~~General ~~market~~Partner ~~risk~~are onresponsible ~~its~~for ~~foreign~~overall ~~cash~~corporate ~~balances~~governance ~~not~~of ~~needed~~the ~~for~~General ~~margin~~Partner and meet periodically to consider strategic decisions regarding the General Partner’s activities. ~~These~~ ~~balances~~Under CFTC rules, each Director of the General Partner is deemed to be a principal of the General Partner and, ~~any~~as ~~market~~a ~~risk~~result, ~~they~~is ~~may~~listed ~~represent~~as such with the NFA. Patrick T. Egan, Feta Zabeli, and Steven Ross serve on the General Partner’s Investment Committee and are ~~immaterial~~the trading principals responsible for allocation decisions.

APatrick ~~decline~~T. inEgan, ~~short~~age 47, 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 NFA. Since October 2014, Mr. Egan has served as President of the General Partner and Chairman of the Board of Directors. Since August 2013, Mr. Egan has been registered as a swap associated person of the General Partner. From September 2013 to May 2014, Mr. Egan served as a Vice President of Morgan Stanley Strategies LLC, (formerly, Morgan Stanley GWM Feeder Strategies LLC), which acts as a general partner to multiple alternative investment entities, and Morgan Stanley AI GP LLC, (formerly, Morgan Stanley HedgePremier GP LLC), which acts as a general partner and administrative agent to numerous hedge fund feeder funds. From September 2013 to May 2014, Mr. Egan was registered as an associated person and listed as a principal of each such entity. Since January 2013, each such entity has been registered as a commodity pool operator with the CFTC. Mr. Egan was responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. From June 2009 to December 2014, Mr. Egan was employed by Morgan Stanley Smith Barney LLC, a financial services firm, where his responsibilities included serving as Executive Director and as Co-~~term~~Chief ~~interest~~Investment ~~rates~~Officer ~~would~~for ~~result~~Morgan inStanley Managed Futures from June 2009 through June 2011 and as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014. Since October 2014, Mr. Egan has been responsible for management of the day-to-day operations of Morgan Stanley Managed Futures. Since January 2015, Mr. Egan has been employed by the General Partner. From November 2010 to October 2014, Mr. Egan was registered as an associated person of Morgan Stanley Smith Barney LLC. From April 2007 through June 2009, Mr. Egan was employed by MS & Co., a ~~decline~~financial inservices 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 ~~Partnership~~Managed Futures Department (with primary responsibilities for product development, due diligence, investment analysis and risk management of the firm’s ~~cash~~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 ~~income~~arm of Dean Witter Reynolds, Inc., ~~This~~where ~~cash~~his ~~flow~~responsibilities ~~risk~~included isserving ~~not~~as ~~considered~~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 beby ~~material~~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.

- 8144 -

~~Qualitative~~Steven ~~Disclosures~~Ross, ~~Regarding~~age ~~Primary~~44, ~~Trading~~has ~~Risk~~been ~~Exposures~~Chief Financial Officer and a principal of the General Partner since July 2014 and a Director of the General Partner since February 2016. Mr. Ross has been employed by Morgan Stanley Investment Management, a financial services firm, since September 2005, where his responsibilities include serving as an Assistant Treasurer of Morgan Stanley with respect to certain investment vehicles publicly offered by Morgan Stanley. Mr. Ross is also an Executive Director of the Morgan Stanley Fund Administration Group where he is responsible for finance and accounting matters for certain private funds offered by Morgan Stanley. Before joining Morgan Stanley Investment Management, Mr. Ross was employed by JPMorgan Investor Services Co., a financial services firm, from December 1997 through September 2005, where his responsibilities included serving as a Vice President responsible for the accounting of certain funds sponsored by JP Morgan Chase & Co. and other large fund families serviced by JPMorgan Investor Services Co. From April 1997 to December 1997, Mr. Ross was employed by Investors Bank & Trust, a financial services firm, where his responsibilities included performing mutual fund accounting for financial services firms. Mr. Ross began his career at Putnam Investments LLC, a financial services firm, where he was responsible for providing broker services for certain funds sponsored by Putnam Investments LLC from August 1996 to April 1997. Mr. Ross received a B.S. in Accounting from Rhode Island College in May 1995.

~~The~~M. ~~following~~Paul ~~qualitative~~Martin, ~~disclosures~~age ~~regarding~~57, has been a Director of the ~~Partnership’s~~General ~~market~~Partner ~~risk~~since ~~exposures~~October 2014. Mr. Martin has also served as Managing Director – ~~except~~Global ~~for~~Operations ~~(A)~~of ~~those~~Morgan ~~disclosures~~Stanley ~~that~~Investment ~~are~~Management, ~~statements~~a financial services firm, since June 2006, where his responsibilities include managing all elements of ~~historical~~in-sourced ~~fact~~and out-sourced global operations, and ~~(B)~~serving ~~the~~as ~~descriptions~~a senior member of ~~how~~Morgan ~~the~~Stanley ~~Partnership~~Investment ~~manages~~Management’s ~~its~~Management, ~~primary~~Risk ~~market~~Management, & ~~risk~~New ~~exposures~~Products –Committees. ~~constitute~~Mr. Martin ~~forward-looking~~has ~~statements~~been ~~within~~listed ~~the~~as ~~meaning~~a principal of ~~Section~~the ~~27A~~General ofPartner since October 2014. Mr. Martin previously served as the ~~Securities~~Managing ~~Act~~Director and ~~Section~~Chief ~~21E~~Operating Officer of ~~the~~Morgan ~~Exchange~~Stanley ~~Act. The~~Fund ~~Partnership’s~~Services, ~~primary~~a ~~market~~financial ~~risk~~services ~~exposures~~firm, aswhere ~~well~~his asresponsibilities included launching the ~~strategies~~Hedge ~~used~~Fund Administration business and tobeing responsible befor ~~used~~operations, byfund ~~Ceres~~accounting and ~~the~~administration, ~~Trading~~technology ~~Advisor~~and ~~for~~compliance, ~~managing~~from ~~such~~May ~~exposures~~2004 through May 2006. Previously, ~~are~~Mr. Martin ~~subject~~served toas ~~numerous~~Managing ~~uncertainties~~Director – Institutional Investment Operations of Morgan Stanley Investment Management from January 1995 until April 2004, ~~contingencies~~where ~~and~~his ~~risks~~responsibilities included trading room support, ~~any~~portfolio ~~one~~administration, ofservice ~~which~~provider ~~could~~management, ~~cause~~and ~~the~~derivatives ~~actual~~processing ~~results~~and ofcontrol. ~~the~~From ~~Partnership’s~~April ~~risk~~1994 ~~controls~~through toJanuary ~~differ~~1995, Mr. Martin ~~materially~~served ~~from~~as ~~the~~Senior ~~objectives~~Vice President and Head of ~~such~~Custody ~~strategies~~Operations for Fidelity Investments, a financial services firm. ~~Government~~From ~~interventions~~October 1989 through April 1994, ~~defaults~~Mr. Martin served as Executive Director and ~~expropriations,~~Head ~~illiquid~~of ~~markets~~Global Operations for Morgan Stanley Trust Company, ~~the~~a ~~emergence~~financial ofservices ~~dominant~~firm. ~~fundamental~~Mr. Martin ~~factors~~also served as Vice President – Information Technology for MS & Co., ~~political~~a ~~upheavals~~financial services firm, ~~changes~~from inJune ~~historical~~1984 ~~price~~through ~~relationships~~October 1989, anwhere ~~influx~~his ofresponsibilities included ~~new~~acting ~~market~~as ~~participants,~~Senior ~~increased~~Developer ~~regulation~~and Programming Manager – Prime Brokerage and Securities Clearance Systems, and ~~many~~as ~~other~~Part-time ~~factors~~Manager ~~could~~– ~~result~~IT inTraining ~~material~~Program. ~~losses~~From February 1984 through May 1984, asMr. Martin ~~well~~served as a Senior Analyst in ~~material~~the ~~changes~~Financial toControl ~~the~~Group ~~risk~~of ~~exposures~~Shearson Lehman Brothers, Inc., a financial services firm. From October 1980 through January 1984, Mr. Martin served as a Senior Consultant – Management Information Consulting Division at Arthur Andersen & Co., an accounting firm, where his responsibilities included programming and ~~the~~programming ~~risk~~supervisory ~~management~~roles ~~strategies~~at oflarge ~~the~~governmental ~~Partnership~~agencies. ~~Investors~~ ~~must~~Mr. Martin bereceived ~~prepared~~a toB.S. ~~lose~~in ~~all~~Business orAdministration ~~substantially~~- ~~all~~Finance offrom ~~their~~Georgetown University ~~investment~~in May 1980 and an M.B.A. in ~~the~~Finance ~~Partnership~~from New York University in June 1993.

~~The~~- ~~Trading~~45 ~~Advisor,~~- ~~in general, tends to utilize trading system(s) to take positions when market opportunities develop, and Ceres anticipates that the Trading Advisor will continue to do so.~~

~~The~~Feta ~~following~~Zabeli, ~~were~~age 56, has been a Director of the ~~primary~~General ~~trading~~Partner ~~risk~~since ~~exposures~~October 2014. Mr. Zabeli is also Global Head of Risk for Morgan Stanley Investment Management’s Traditional Asset Management business where he is responsible for investment risk of all equity, fixed income, money market, multi-asset class and alternatives portfolios. He is also responsible for counterparty and quantitative model risk for the ~~Partnership~~traditional asset management business. He joined Morgan Stanley in January 2012. Mr. Zabeli has been listed as a principal of Morgan Stanley Investment Management since February 2015 and the General Partner since October 2014. Mr. Zabeli was on garden leave in December 312011. From February 2006 to November 2011, ~~2014~~Mr. Zabeli was Senior Vice President, byand ~~market~~most ~~sector~~recently Global Co-Head of Risk, for AllianceBernstein L. ItP., ~~may~~a beglobal ~~anticipated~~investment firm, ~~however~~with various risk management assignments in Hong Kong, ~~that~~Tokyo, London and New York. From August 2006 to April 2009, Mr. Zabeli was based in Hong Kong for AllianceBernstein as the Director of Risk Management for Asia Pacific. From April 2009 to July 2011, he was based in Tokyo for AllianceBernstein as both Director of Risk Management for Asia Pacific and Head of Risk Management for Japan. From July 2011 to November 2011, he was based in London for AllianceBernstein as Global Head of Operational & Credit/Counterparty Risk. In these ~~market~~roles ~~exposures~~at ~~will~~AllianceBernstein ~~vary~~he ~~materially~~was ~~over~~responsible ~~time~~for the full range of risk management functions including investment, operational and credit/counterparty risk. Prior to his Risk Management roles at Morgan Stanley and AllianceBernstein, Mr. Zabeli held positions as a managing director at Citigroup Asset Management, the asset management division of Citigroup, an international financial services company, from April 1998 to January 2006, where he worked as a quantitative research analyst and portfolio manager, and director at BARRA Inc., a global provider of risk analytic tools to investment institutions, from September 1993 to March 1998, where he developed risk models and applications. Mr. Zabeli received a B.S. in Aerospace Engineering from Rensselaer Polytechnic Institute in May 1982, an M.S. in Electrical Engineering from the University of Southern California in May 1988 and an M.B.A. from the University of California at Los Angeles in August 1992.

~~Currencies. The~~- ~~Partnership’s~~46 ~~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.

~~Interest~~Section 16(a) ~~Rates. Interest~~Beneficial ~~rate~~Ownership ~~movements~~Reporting ~~directly~~Compliance 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

-To 83the -Partnership’s knowledge, all required Section 16(a) filings during the fiscal year ended December 31, 2015, were timely and correctly made.

~~can~~Code affect the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and other G-8 countries. However, the Partnership can also take futures positions on the government debt of ~~smaller~~Ethics ~~nations – e.g., Australia.~~

~~Commodities~~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.

~~Energy.~~ The ~~Partnership’s~~Audit ~~primary~~Committee energy market exposure is to oil and natural gas price movements, often resulting from political developments in the Middle East and weather conditions. Energy prices can be volatile and substantial profits and losses have been experienced and are expected to continue in this market sector.

~~Softs.~~ The Partnership’s ~~trading risk exposure in soft commodities~~ is ~~primarily~~operated toby ~~agricultural-related~~its General ~~price~~Partner, ~~movements~~Ceres, ~~which are often directly affected by severe or unexpected weather conditions. Sugar~~ and ~~coffee~~has ~~accounted~~no ~~for~~audit ~~the Partnership’s soft commodity exposure as of December 31, 2014~~committee.

~~Metals~~Item 11. ~~The~~ ~~Partnership’s~~EXECUTIVE ~~primary~~COMPENSATION ~~metal market exposure as of December 31, 2014 was to fluctuations in the price of copper, aluminum, zinc, silver, and nickel.~~

~~Grains.~~ The Partnership’s ~~trading~~has ~~risk~~no ~~exposure~~directors inand ~~grains~~executive isofficers. ~~primarily~~As toa ~~agricultural-related~~limited ~~price movements~~partnership, ~~which~~the ~~are~~business ~~often~~of ~~directly~~the ~~affected~~Partnership byis ~~severe~~managed orby ~~unexpected~~Ceres, ~~weather~~which is ~~conditions. Positions~~responsible infor ~~soybeans~~the ~~and~~administration ~~corn~~of ~~futures accounted for~~ the ~~majority~~business affairs of the Partnership. The Partnership pays Ceres a General Partner’s ~~grain~~fee ~~exposure~~equal asto an annual rate of ~~December~~2.0% ~~31,~~(paid ~~2014~~monthly) of the Partnership’s net assets.

-Item 12. SECURITY 84OWNERSHIP -OF CERTAIN BENEFICIAL OWNERS AND

~~Qualitative~~ MANAGEMENT ~~Disclosures~~AND ~~Regarding~~RELATED ~~Means~~STOCKHOLDER ~~of Managing Risk Exposure~~MATTERS

~~The~~(a) ~~Partnership~~Security ~~and~~Ownership ~~the Trading Advisor, separately, attempt to manage the risk~~ of ~~the~~Certain ~~Partnership’s~~Beneficial ~~open~~Owners ~~positions~~– inAt ~~essentially~~February ~~the~~29, ~~same~~2016, ~~manner~~there inwere ~~all~~no ~~market~~persons ~~categories~~known ~~traded. Ceres attempts~~ to ~~manage~~be ~~market~~beneficial owners ~~exposure by diversifying the Partnership’s assets among different market sectors through the selection~~ of amore ~~commodity~~than ~~trading~~5% ~~advisor and by daily monitoring its performance. In addition, the Trading Advisor establishes diversification guidelines, often set in terms~~ of the ~~maximum margin to be committed to positions in any one market sector or market-sensitive instrument~~Units.

~~Ceres~~(b) ~~monitors~~Security ~~and~~Ownership ~~controls~~of ~~the~~Management ~~risk~~– ofAt ~~the~~December 31, ~~Partnership’s~~2015, ~~non-trading~~Ceres ~~instrument,~~owned ~~cash~~20,184. ~~Cash~~324 Units isof ~~the~~general ~~only~~partnership ~~Partnership~~interest, ~~investment~~representing ~~directed~~a by1.1% ~~Ceres,~~interest ~~rather~~in ~~than~~ the ~~Trading Advisor~~Partnership.

~~Item~~(c) ~~8. FINANCIAL~~Changes ~~STATEMENTS~~in ~~AND~~Control ~~SUPPLEMENTARY~~– ~~DATA~~None.

~~The~~- ~~Financial~~47 ~~Statements~~- ~~are incorporated by reference to the Partnership's December 31, 2014 Annual Report, which is filed as Exhibit 13.01 hereto.~~

~~Supplementary data specified by~~ Item 13. CERTAIN ~~302~~RELATIONSHIPS ofAND ~~Regulation~~RELATED ~~S-K:~~TRANSACTIONS, AND

~~Summary~~ DIRECTOR ofINDEPENDENCE ~~Quarterly Results (Unaudited)~~

	Total Trading Results	Net	Net Income/
Quarter Ended	including interest income	Income/(Loss)	(Loss) Per Unit
2014
March 31	$(3,283,238)	$(3,946,670)	$ (1.21)
June 30	1,490,970	1,106,264	0.40
September 30	3,427,157	3,108,105	1.38
December 31	3,733,304	3,398,006	1.61
Total	$ 5,368,193	$3,665,705	$ 2.18
2013
March 31	$ 3,138,965	$ 2,277,489	$ 0.53
June 30	2,700,638	1,841,864	0.43
September 30	(782,907)	(1,571,142)	(0.43)
December 31	1,868,140	1,133,244	0.32
Total	$ 6,924,836	$3,681,455	$ 0.85

Refer to Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 3. Trading Advisor of “Notes to Financial Statements”, in the accompanying Annual Report to Limited Partners for the year ended December 31, 2015, which is incorporated by reference to Exhibit 13.01 of this Form 10-K.

~~Item~~(a) 9.Transactions ~~CHANGES~~with INRelated ~~AND~~Persons—None. ~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

~~None~~(b) Review, Approval or Ratification of Transactions with Related Persons—Not applicable.

(c) Promoters and Certain Control Persons—MS&Co., Morgan Stanley Wealth Management, and the General Partner could be considered promoters for purposes of Item 404(c) 9Aof Regulation S-K. ~~CONTROLS~~ ~~AND~~The ~~PROCEDURES~~nature and the amounts of compensation each promoter received or will receive, if any, from the Partnership are set forth under “Item 1. Business”, “Item 8. Financial Statements and Supplementary Data.” and “Item 11. Executive Compensation.”

~~Under~~Item 14. PRINCIPAL ~~the~~ACCOUNTANT ~~supervision~~FEES ~~and~~AND ~~with~~SERVICES the participation of the management of Ceres, 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

-Ceres, 86on -behalf of the Partnership, pays all accounting fees. The Partnership reimburses Ceres through the General Partner’s fee it pays, as discussed in the Notes to Financial Statements in the Annual Report to the Limited Partners for the year ended December 31, 2015.

~~defined in Rules 13a-15~~(e1) ~~and~~Audit ~~15d-15(e)~~Fees. The ofaggregate ~~the~~fees ~~Exchange~~billed ~~Act)~~for aseach of ~~December~~the ~~31,~~last ~~2014. The~~two ~~Partnership’s~~fiscal ~~disclosure~~years ~~controls~~for ~~and~~professional ~~procedures~~services ~~are~~rendered ~~designed~~by Deloitte & toTouche ~~provide~~LLP ~~reasonable~~(“D&T”) ~~assurance~~for ~~that information~~ the ~~Partnership~~years isended ~~required~~December 31, to2015 ~~disclose~~and in2014 for the ~~reports~~audit ~~that~~of the Partnership’s ~~files~~annual orfinancial ~~submits under the Exchange Act are recorded~~statements, ~~processed,~~review ~~summarized~~of ~~and~~financial ~~reported~~statements ~~within~~included ~~the time period specified~~ in the ~~applicable~~Partnership’s ~~rules~~Forms 10-Q and ~~forms. Based~~10-K ~~on this evaluation, the President~~ and ~~Chief~~other ~~Financial~~services ~~Officer~~normally ofprovided ~~Ceres~~in ~~have~~connection ~~concluded~~with ~~that~~regulatory ~~the~~filings ~~disclosure~~or ~~controls~~engagements ~~and procedures of the Partnership~~ were: ~~effective at December 31, 2014.~~

~~Management’s~~2015 ~~Report on Internal Control Over Financial Reporting~~$55,800

~~Ceres~~2014 ~~is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).~~$52,400

~~Ceres~~(2) has assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2014. 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 ControlAudit-~~Integrated Framework 2013~~Related Fees. ~~Ceres has concluded that, as of December 31, 2014, the Partnership’s internal control over financial reporting is effective based on these criteria~~ None. ~~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.

-(3) 87Tax -Fees. The Partnership did not pay D&T any amounts in 2015 and 2014 for professional services in connection with tax compliance, tax advice, and tax planning.

~~Changes~~(4) inAll ~~Internal~~Other ~~Control~~Fees. None. ~~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~~48 ~~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.~~

~~Any~~PART ~~control~~IV 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 15. ~~OTHER~~ EXHIBITS, ~~INFORMATION~~FINANCIAL STATEMENT SCHEDULES

~~None~~1. Listing of Financial Statements

~~- 88~~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, 2015, are incorporated by reference to Exhibit 13.01 of this Form 10-K:

~~PART~~- ~~III~~Report of Deloitte & Touche LLP, independent registered public accounting firm.

~~Item~~- ~~10. DIRECTORS~~Statements of Financial Condition, ~~EXECUTIVE~~including ~~OFFICERS~~the ~~AND~~Condensed ~~CORPORATE~~Schedules ~~GOVERNANCE~~of Investments, as of December 31, 2015 and 2014.

~~The~~- ~~Partnership~~Statements ~~has~~of noIncome ~~directors~~and orExpenses ~~executive officers~~ and ~~its~~Changes ~~affairs~~in ~~are~~Partners’ ~~managed~~Capital byfor ~~its~~the ~~General~~years ~~Partner. Investment~~ended ~~decisions~~December ~~are~~31, ~~made~~2015, by2014 ~~the~~and ~~Trading Advisors~~2013.

~~The~~- ~~directors~~Notes ~~and~~to ~~executive officers of the General Partner are Patrick T. Egan (President and Chairman of the Board of Directors of the General Partner), Steven Ross (Chief~~ Financial ~~Officer), Alper Daglioglu (Director), Jeremy Beal (Director), Colbert Narcisse (Director), Harry Handler (Director), Kevin Klingert (Director), M~~Statements. Paul Martin (Director), Frank Smith (Director) and Feta Zabeli (Director). Each director holds office until the earlier of his or her death, resignation or removal. Vacancies on the board of directors may be filled by either (i) the majority vote of the remaining directors or (ii) 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.

~~Directors~~With of the ~~General~~exception ~~Partner are responsible for overall corporate governance~~ of the ~~General~~aforementioned ~~Partner~~information and ~~meet periodically to consider strategic decisions regarding~~ the ~~General~~information ~~Partner’s~~incorporated ~~activities. Under~~in ~~CFTC~~Items ~~rules~~7, ~~each~~8 ~~Director~~and of13, the ~~General~~Annual ~~Partner is deemed~~ Report to beLimited aPartners ~~principal~~for of the ~~General~~year ~~Partner~~ended ~~and~~December 31, as2015 ais ~~result,~~not isdeemed ~~listed~~to asbe ~~such~~filed with ~~the~~this ~~NFA~~report. ~~Patrick~~ ~~T. Egan, Feta Zabeli, Kevin Klingert and Steven Ross serve on the General Partner’s Investment Committee and are the trading principals responsible for allocation decisions.~~

-2. 89Listing -of Financial Statement Schedules

~~Patrick~~No T.Financial ~~Egan,~~Statement ~~age~~schedules ~~45,~~are ~~has~~required 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 NFA, and since August 2013, Mr. Egan has been registered as a swap associated person of the General Partner. Since October 2014, Mr. Egan has served as President and Chairman of the Board of Directors of the General Partner, and since January 2015, Mr. Egan has been employed by the General Partner. From September 2013 to ~~May~~be ~~2014,~~filed Mr. Egan served as a Vice President 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. From September 2013 to May 2014, Mr. Egan was registered as an associated person and listed as a principal of each such entity. Since January 2013, each such entity has been registered as a commodity pool operator with ~~the~~this ~~CFTC~~report. Mr. Egan was responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. From June 2009 to December 2014, Mr. Egan was employed by Morgan Stanley Wealth Management, a financial services firm, where his responsibilities have included serving as Executive Director and as Co-Chief Investment Officer for Morgan Stanley Managed Futures from June 2009 through June 2011, as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014, and as Head of Morgan Stanley Managed Futures since October 2014. From November 2010 to October 2014, Mr. Egan was 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.

-3. 90Exhibits -

~~From~~For 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 exhibits ~~Managed~~incorporated 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~~reference ~~Witter~~or ~~Intercapital,~~filed ~~the~~herewith ~~asset~~to ~~management~~this ~~arm of Dean Witter Reynolds~~report, ~~Inc.,~~refer ~~where~~to ~~his~~Exhibit ~~responsibilities~~Index ~~included~~on ~~serving~~Pages asE-1 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~~E-~~year terms~~3. ~~Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.~~

~~Steven~~- ~~Ross,~~49 ~~age~~- 43, has been Chief Financial Officer and a principal of the General Partner since July 2014. Mr. Ross has been employed by Morgan Stanley Investment Management, a financial services firm, since September 2005, where his responsibilities include serving as an Assistant Treasurer of Morgan Stanley with respect to certain investment vehicles publicly offered by Morgan Stanley. Mr. Ross is also an Executive Director of the Morgan Stanley Fund Administration Group where he is responsible for finance and accounting matters for certain private

~~funds~~SIGNATURE offered by Morgan Stanley. Before joining Morgan Stanley Investment Management, Mr. Ross was employed by JPMorgan Investor Services Co., a financial services firm, from December 1997 through September 2005, where his responsibilities included serving as a Vice President responsible for the accounting of certain funds sponsored by JP Morgan Chase & Co. and other large fund families serviced by JPMorgan Investor Services Co. From April 1997 to December 1997, Mr. Ross was employed by Investors Bank & Trust, a financial services firm, where his responsibilities included performing mutual fund accounting for financial services firms. Mr. Ross began his career at Putnam Investments LLC, a financial services firm, where he was responsible for providing broker services for certain funds sponsored by Putnam Investments LLC from August 1996 to April 1997. Mr. Ross received a B.S. in Accounting from Rhode Island College in May 1995.

~~Alper~~Pursuant ~~Daglioglu, age~~to ~~38, has been a Director, and listed as a principal, of~~ the ~~General~~requirements ~~Partner since December 2010. He served as President~~ of ~~the~~Section 13 ~~General~~or ~~Partner~~15(d) ~~from August 2013 through September 2014. Since October 2013, Mr. Daglioglu has also been registered as an associated person~~ of the ~~General~~Securities ~~Partner,~~Exchange ~~and~~Act ~~is an associate member~~ of ~~NFA. Since November 2013~~1934, ~~Mr. Daglioglu has been registered as a swap associated person of~~ the ~~General~~registrant ~~Partner. Since May 2014, Mr. Daglioglu~~ has ~~been~~duly ~~listed~~caused asthis areport ~~principal and registered as an associated person of each of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner~~ to be ~~multiple~~signed ~~alternative~~on ~~investment~~its ~~entities,~~behalf ~~and~~by ~~Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. Mr. Daglioglu was appointed Deputy Chief Investment Officer for~~ the ~~Alternative Investments Group at Morgan Stanley Smith Barney LLC~~undersigned, athereunto ~~financial~~duly ~~services firm, in August 2013~~authorized. ~~Since~~ ~~December 2010, Mr.~~

- 92 -


	MORGAN STANLEY SMITH BARNEY CHARTER CAMPBELL L.P. (Registrant)

	By:	Ceres Managed Futures LLC
		(General Partner)

March 28, 2016	By:	/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director

~~Daglioglu~~Pursuant ~~has~~to ~~been~~the ~~employed~~requirements byof ~~Morgan Stanley Smith Barney LLC where his responsibilities include serving as Managing Director as well as Chief Investment Officer for Morgan Stanley Smith Barney Managed Futures and serving on~~ the ~~Alternative~~Securities ~~Investments~~Exchange ~~Product~~Act ~~Review Committee~~ of ~~Morgan~~1934, ~~Stanley~~this ~~Smith~~report ~~Barney LLC’s Alternative Investments Group. Mr. Daglioglu~~ has been ~~registered~~signed asbelow ~~an associated person of Morgan Stanley Smith Barney LLC since October 2013. 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 following ~~Product~~persons ~~Origination~~on ~~Group. From~~behalf ~~December~~of ~~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~~registrant ~~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~~capacities ~~of Massachusetts-Amherst’s Isenberg School of Management. Mr. Daglioglu was awarded a full merit scholarship~~ and ~~research~~on ~~assistantship at~~ the ~~Center~~dates ~~for International Securities and Derivatives Markets during his graduate studies~~indicated. 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.

-Ceres 93Managed -Futures LLC

Jeremy Beal, age 40, has been a Director and listed as a principal of the General Partner since August 2013. From August 2013 through September 2014, Mr. Beal served as Chairman of the Board of Directors of the General Partner. Since May 2013, Mr. Beal has been employed by Morgan Stanley, a financial services firm, where his responsibilities include serving as the Head of Product Strategy and Development, Global Alternative Investments. Mr. Beal has been a Vice President and Director since June 2013, and listed as a principal since July 2013, of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities. Mr. Beal has also been a Vice President and Director since June 2013, and listed as a principal since August 2013, of Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to 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, 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 & Company LLC, 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


BY:	/s/	Patrick T. Egan	March 28, 2016
		Patrick T. Egan, President, Director

	/s/	Steven Ross	March 28, 2016
		Steven Ross, Chief Financial Officer, Director, Principal Accounting Officer

	/s/	M. Paul Martin	March 28, 2016
		M. Paul Martin, Director

	/s/	Feta Zabeli	March 28, 2016
		Feta Zabeli, Director

- 9450 -

~~Colbert~~EXHIBIT ~~Narcisse,~~INDEX age 49, 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 Smith Barney LLC, 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

-ITEM ~~95 -~~

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 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.



3.01		Third Amended and Restated Limited Partnership Agreement, dated as of January 1, 2016, is incorporated by reference from Exhibit 3.1 of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on January 7, 2016.

3.02		Certificate of Limited Partnership of the Partnership, dated March 26, 2002, is incorporated by reference to Exhibit 3.02 of the Partnership’s Registration Statement on Form S-1 (File No. 333-85078) filed with the Securities and Exchange Commission on March 28, 2002.

3.03		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 3.03 of the Partnership’s Form 8-K (file No. 0-50064) filed with the Securities and Exchange Commission on June 4, 2009.

3.04		Certificate of Amendment of Certificate of Limited Partnership, dated September 29, 2009 (changing its name from Morgan Stanley Charter Campbell L.P. to Morgan Stanley Smith Barney Charter Campbell L.P.) is incorporated by reference to Exhibit 3.04 of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on October 5, 2009.

10.01		Management Agreement, among the Partnership, the General Partner, and Campbell & Company, Inc., dated August 31, 2002, is incorporated by reference to Exhibit 10.01 of the Partnership’s Registration Statement on Form S-1 (File No. 333-103171) filed with the Securities and Exchange Commission on February 13, 2003.

10.01(a)		Amendment No. 1 to Management Agreement, among the Partnership, the General Partner, and Campbell & Company, Inc., dated July 31, 2003, is incorporated by reference to Exhibit 10.01(a) of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on March 10, 2004.

~~Harry~~E-1 Handler, age 56, 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 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 registration as an associated person of Morgan Stanley DW Inc. Mr. Handler withdrew as an associated person of MS&Co. in June 2009. Mr. Handler has been registered as

an associated person of Morgan Stanley Smith Barney LLC since June 2009 and listed as a branch office manager since February 2013. Mr. Handler serves as an Executive Director at Morgan Stanley Smith Barney LLC in the Global Wealth Management Group. Mr. Handler works in the Capital Markets Division and is responsible for Electronic Equity and Securities Lending. Additionally, Mr. Handler serves as Chairman of the Global Wealth Management Group’s Best Execution Committee. In his prior position, Mr. Handler was a Systems Director in Information Technology, in charge of Equity and Fixed Income Trading Systems along with the Special Products, such as Unit Trusts, Managed Futures, and Annuities. Prior to his transfer to the Information Technology Area, Mr. Handler managed the Foreign Currency and Precious Metals Trading Desk of Dean Witter, a financial services firm and predecessor company to Morgan Stanley, from 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 precious metals trading firm and futures broker that was sold to Standard Charted Bank in the 1980’s, as an Assistant to the Chairman from March 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.



10.01(b)		Amendment to Management Agreement among the Partnership, the General Partner, and Campbell & Company, Inc., dated June 13, 2006, is incorporated by reference to Exhibit 10.01(a) of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on June 19, 2006.

10.01(c)		Amendment to Management Agreement among the Partnership, the General Partner and Campbell & Company, Inc., dated January 1, 2011, is incorporated by reference to Exhibit 10.01(c) of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on January 6, 2011.

10.01(d)		Amendment No. 4 to Management Agreement, among the Partnership, the General Partner and Campbell & Company, Inc., dated as of May 27, 2014, is incorporated by reference to Exhibit 10.02 of the Partnership’s Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on August 12, 2014.

10.02		Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated September 30, 2002, is incorporated by reference to Exhibit 10.05 of the Partnership’s Registration Statement on Form S-1 (File No. 333-103171) filed with the Securities and Exchange Commission on February 13, 2003.

10.02(a)		Amendment No. 1 to the Customer Agreement between the Partnership and Morgan Stanley DW Inc. is incorporated by reference to exhibit 10.05(a) of the Partnership’s Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on November 14, 2005.

10.02(b)		Amendment No. 2 to the Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated July 1, 2005, is incorporated by reference to Exhibit 10.05(b) of the Partnership’s Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on August 11, 2005.

10.03		Amended and Restated Commodity Futures Customer Agreement, between Morgan Stanley & Co. LLC, and the Funds listed in Appendix A, dated as of November 12, 2013, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 000-50064) filed with the Securities and Exchange Commission on November 13, 2013.

10.04		Customer Agreement, between the Partnership and Morgan Stanley & Co. International plc, dated September 30, 2002, is incorporated by reference to Exhibit 10.07 of the Partnership’s Registration Statement on Form S-1 (File No. 333-103171) filed with the Securities and Exchange Commission on February 13, 2003.

10.05		Foreign Exchange and Options Master Agreement, between the Partnership and Morgan Stanley & Co. Incorporated, dated August 31, 2002, is incorporated by reference to Exhibit 10.08 of the Partnership’s Quarterly Report on Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on May 14, 2003.

~~Kevin~~E-2 ~~Klingert, age 51, has been a Director of the General Partner since October 2014. Mr. Klingert has also served as Managing Director of Morgan Stanley Investment Management, a~~

Documents Incorporated

Part of Form 10-K

Annual Report to Morgan Stanley Charter Series

Limited Partners for the year ended December 31, 2015

II, III, and IV

financial services firm, since December 2007, where his responsibilities include serving as head of the Morgan Stanley Investment Management Liquidity business since July 2010 and as Chief Operating Officer of Morgan Stanley Investment Management’s Traditional Asset Management business, including Long-Only, Alternative Investment Partners, and Global Liquidity, since February 2013. Mr. Klingert has been listed as a principal of Morgan Stanley Investment Management since May 2013. Mr. Klingert has been listed as a principal of the General Partner since October 2014. From June 2008 through July 2010, Mr. Klingert served as the Vice President of the U.S. registered mutual fund family managed by Morgan Stanley Investment Management, where his responsibilities included handling certain administrative matters related to the funds. From April 2008 until July 2010, Mr. Klingert served as the Global Head, Chief Operating Officer and Acting Chief Investment Officer of the Fixed Income Group of Morgan Stanley Investment Management. From December 2007 through July 2010, Mr. Klingert served as the Head of Global Liquidity Portfolio Management and Co-Head of Liquidity Credit Research of Morgan Stanley Investment Management. Mr. Klingert was listed as a principal of Morgan Stanley Hedge Fund Partners Cayman Ltd., a commodity pool operator, from September 2009 to September 2011, where his responsibilities included, along with the company’s other directors, making all management decisions on behalf of the company. From February 2007 until November 2007, Mr. Klingert was on sabbatical. Prior to joining Morgan Stanley Investment Management, Mr. Klingert was Managing Director on the Management Committee and head of Municipal Portfolio Management and Liquidity at BlackRock, Inc., a financial services firm, from October 1991 through January 2007. From March 1985 until October 1991, Mr. Klingert was an Assistant Vice President Municipal Portfolio Manager at Merrill Lynch & Co., Inc., an investment bank. Mr.



10.06		Securities Account Control Agreement among the Partnership and Morgan Stanley & Co. Incorporated, dated September 30, 2002, is incorporated by reference to Exhibit 10.09 of the Partnership’s Registration Statement on Form S-1 (File No. 333-103171) filed with the Securities and Exchange Commission on February 13, 2003.

10.07		Foreign Exchange and Options Master Agreement, between the Partnership and Morgan Stanley Capital Group Inc., dated March 18, 2005, is incorporated by reference to Exhibit 10.10 of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on April 5, 2006.

10.08		Amended and Restated Alternative Investment Selling Agent Agreement, dated as of March 3, 2016, by and among the General Partner, Morgan Stanley Wealth Management and the partnerships listed on Schedule 1 thereto, is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on March 8, 2016.

10.09		U.S. Treasury Securities Purchase Authorization Agreement, effective as of June 1, 2015, by and among MS&Co. and the Partnership, is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on November 4, 2015.

13.01		December 31, 2015, 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

-^ 98Submitted -electronically herewith.

~~Klingert~~E-3 ~~received a B.S. in Business Administration from SUNY Oswego in May 1984 and an M.B.A. in Finance from New York University in February 1990.~~

M. Paul Martin, age 55, has been a Director of the General Partner since October 2014. Mr. Martin has also served as Managing Director – Global Operations of Morgan Stanley Investment Management, a financial services firm, since June 2006, where his responsibilities include managing all elements of in-sourced and out-sourced global operations, and serving as a senior member of Morgan Stanley Investment Management’s Management, Risk Management, & New Products Committees. Mr. Martin has been listed as a principal of the General Partner since October 2014. Mr. Martin previously served as the Managing Director and Chief Operating Officer of Morgan Stanley Fund Services, a financial services firm, where his responsibilities included launching the Hedge Fund Administration business and being responsible for operations, fund accounting and administration, technology and compliance, from May 2004 through May 2006. Previously, Mr. Martin served as Managing Director – Institutional Investment Operations of Morgan Stanley Investment Management from January 1995 until April 2004, where his responsibilities included trading room support, portfolio administration, service provider management, and derivatives processing and control. From April 1994 through January 1995, Mr. Martin served as Senior Vice President and Head of Custody Operations for Fidelity Investments, a financial services firm. From October 1989 through April 1994, Mr. Martin served as Executive Director and Head of Global Operations for Morgan Stanley Trust Company, a financial services firm. Mr. Martin also served as Vice President – Information Technology for MS&Co., a financial services firm, from June 1984 through October 1989, where his responsibilities included

- 99 -

acting as Senior Developer and Programming Manager – Prime Brokerage and Securities Clearance Systems, and as Part-time Manager – IT Training Program. From February 1984 through May 1984, Mr. Martin served as a Senior Analyst in the Financial Control Group of Shearson Lehman Brothers, Inc., a financial services firm. From October 1980 through January 1984, Mr. Martin served as a Senior Consultant – Management Information Consulting Division at Arthur Andersen & Co., an accounting firm, where his responsibilities included programming and programming supervisory roles at large governmental agencies. Mr. Martin received a B.S. in Business Administration - Finance from Georgetown University in May 1980 and an M.B.A. in Finance from New York University in June 1993.

Frank Smith, age 48, has been a Director of the General Partner since October 2014. Mr. Smith has also served as an Executive Director of Morgan Stanley Investment Management, a financial services firm, since August 2000, where his responsibilities include serving as Treasurer and Chief Financial Officer of Morgan Stanley Funds as well as Executive Director of U.S. Fund Administration. Mr. Smith has been listed as a principal of the General Partner since October 2014. Mr. Smith previously served as a senior manager of the audit group at PricewaterhouseCoopers, an accounting firm, from December 1997 to August 2000. Mr. Smith was responsible for managing the audits of multiple clients while at PricewaterhouseCoopers LLP. Prior to PricewaterhouseCoopers, Mr. Smith was a Fund Administration manager at BlackRock, Inc., a mutual fund complex, from July 1996 to December 1997. At BlackRock he oversaw multiple vendors who performed accounting services for the funds. From December 1994 to July 1996, Mr. Smith served as an audit manager at Coopers & Lybrand, an accounting firm, where he was

- 100 -

responsible for managing multiple client audits. After college, Mr. Smith began his career at McGladrey & Pullen, LLP, certified public accountants, where he served as an audit manager from June 1987 to December 1994. At McGladrey & Pullen, he was responsible for managing multiple client audits. Mr. Smith received a B.S. in Accounting from St. John’s University in May 1987.

Feta Zabeli, age 54, has been a Director of the General Partner since October 2014. Mr. Zabeli is also Global Head of Risk for Morgan Stanley Investment Management’s Traditional Asset Management business where he is responsible for investment risk of all equity, fixed income, money market, multi-asset class and alternatives portfolios. He is also responsible for counterparty and quantitative model risk for the traditional asset management business. He joined Morgan Stanley in January 2012. Mr. Zabeli was appointed to the Board of Directors of MSIM Inc., an affiliate of the General Partner, effective January 30, 2015. Mr. Zabeli has been listed as a principal of the General Partner since October 2014. Mr. Zabeli was on garden leave in December 2011. From February 2006 to November 2011, Mr. Zabeli was Senior Vice President, and most recently Global Co-Head of Risk, for AllianceBernstein L.P., a global investment firm, with various risk management assignments in Hong Kong, Tokyo, London and New York. From August 2006 to April 2009, Mr. Zabeli was based in Hong Kong for AllianceBernstein as the Director of Risk Management for Asia Pacific. From April 2009 to July 2011, he was based in Tokyo for AllianceBernstein as both Director of Risk Management for Asia Pacific and Head of Risk Management for Japan. From July 2011 to November 2011, he was based in London for AllianceBernstein as Global Head of Operational & Credit/Counterparty Risk. In these roles at AllianceBernstein he was responsible for the full range of risk management functions including

- 101 -

investment, operational and credit/counterparty risk. Prior to his Risk Management roles at Morgan Stanley and AllianceBernstein, Mr. Zabeli held positions as a managing director at Citigroup Asset Management, the asset management division of Citigroup, an international financial services company, from April 1998 to January 2006, where he worked as a quantitative research analyst and portfolio manager, and director at BARRA Inc., a global provider of risk analytic tools to investment institutions, from September 1993 to March 1998, where he developed risk models and applications. Mr. Zabeli received a B.S. in Aerospace Engineering from Rensselaer Polytechnic Institute in May 1982, an M.S. in Electrical Engineering from the University of Southern California in May 1988 and an M.B.A. from the University of California at Los Angeles in August 1992.

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, 2014, 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.

- 102 -

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. The Partnership pays Ceres a general partner administrative fee equal to an annual rate of 2.0% (paid monthly) of the Partnership’s net assets.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a) Security Ownership of Certain Beneficial Owners – At December 31, 2014, 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, 2014, Ceres owned 22,240.245 Units of general partnership interest, representing a 1.09 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 3. Related Party Transactions, and Note 4. Trading Advisors of “Notes to Financial Statements”, in the accompanying Annual Report to

- 103 -

Limited Partners for the year ended December 31, 2014, 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 $993,118 for the year ended December 31, 2014.

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, 2014.

(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 $52,400 for the year ended December 31, 2014, and $50,965 for the year ended December 31, 2013.

(2) Audit-Related Fees. None.

(3) Tax Fees. The Partnership did not pay D&T any amounts in 2014 and 2013 for professional services in connection with tax compliance, tax advice, and tax planning.

(4) All Other Fees. None.

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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, 2014, 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, 2014 and 2013.

- Statements of Income and Expenses and Changes in Partners' Capital for the years ended December 31, 2014, 2013, and 2012.

- Notes to Financial Statements.

With the exception of the aforementioned information and the information incorporated in Items 7, 8, and 13, the Annual Report to Limited Partners for the year ended December 31, 2014 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-3.

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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 CHARTER CAMPBELL L.P.
	(Registrant)
	By:	Ceres Managed Futures LLC
		(General Partner)
March 27, 2015	By:	/s/ Patrick T. Egan
		Patrick T. Egan
		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/	Patrick T. Egan	March 27, 2015
		Patrick T. Egan, President, Director
	/s/	Steven Ross	March 27, 2015
		Steven Ross, Chief Financial Officer, Principal Accounting
		Officer
	/s/	Alper Daglioglu	March 27, 2015
		Alper Daglioglu, Director
	/s/	Kevin Klingert	March 27, 2015
		Kevin Klingert, Director
	/s/	Harry Handler	March 27, 2015
		Harry Handler, Director
	/s/	Jeremy Beal	March 27, 2015
		Jeremy Beal, Director
	/s/	Colbert Narcisse	March 27, 2015
		Colbert Narcisse, Director
	/s/	M. Paul Martin	March 27, 2015
		M. Paul Martin, Director
	/s/	Frank Smith	March 27, 2015
		Frank Smith, Director
	/s/	Feta H. Zabeli	March 27, 2015
		Feta H. Zabeli, Director

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EXHIBIT INDEX

ITEM

3.01 Form of Amended and Restated Limited Partnership Agreement, by and among the General Partner and the Limited Partners, dated March 26, 2002, is incorporated by reference to Exhibit A of the Partnership's Prospectus, dated April 25, 2005, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on April 29, 2005.

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. 0-50064) filed with the Securities and Exchange Commission on June 4, 2009.

3.02 Certificate of Limited Partnership of the Partnership, dated March 26, 2002, is incorporated by reference to Exhibit 3.02 of the Partnership's Registration Statement on Form S-1 (File No. 333-85078) filed with the Securities and Exchange Commission on March 28, 2002.

3.03 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 3.03 of the Partnership’s Form 8-K (file No. 0-50064) filed with the Securities and Exchange Commission on June 4, 2009.

3.04 Certificate of Amendment of Certificate of Limited Partnership, dated September 29, 2009 (changing its name from Morgan Stanley Charter Campbell L.P. to Morgan Stanley Smith Barney Charter Campbell L.P.) is incorporated by reference to Exhibit 3.04 of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on October 5, 2009.

10.01 Management Agreement, among the Partnership, the General Partner, and Campbell & Company, Inc., dated August 31, 2002, is incorporated by reference to Exhibit 10.01 of the Partnership's Registration Statement on Form S-1 (File No. 333-103171) filed with the Securities and Exchange Commission on February 13, 2003.

10.01(a) Amendment No. 1 to Management Agreement, among the Partnership, the General Partner, and Campbell & Company, Inc., dated July 31, 2003, is incorporated by reference to Exhibit 10.01(a) of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on March 10, 2004.

E-1

10.01(b) Amendment to Management Agreement among the Partnership, the General Partner, and Campbell & Company, Inc., dated June 13, 2006, is incorporated by reference to Exhibit 10.01(a) of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on June 19, 2006.

10.01(c) Amendment to Management Agreement among the Partnership, the General Partner and Campbell & Company, Inc., dated January 1, 2011, is incorporated by reference to Exhibit 10.01(c) of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on January 6, 2011.

10.01(d) Amendment No. 4 to Management Agreement, among the Partnership, the General Partner and Campbell & Company, Inc., dated as of May 27, 2014, is incorporated by reference to Exhibit 10.02 of the Partnership’s Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on August 12, 2014.

10.02 Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated September 30, 2002, is incorporated by reference to Exhibit 10.05 of the Partnership’s Registration Statement on Form S-1 (File No. 333-103171) filed with the Securities and Exchange Commission on February 13, 2003.

10.02(a) Amendment No. 1 to the Customer Agreement between the Partnership and Morgan Stanley DW Inc. is incorporated by reference to exhibit 10.05(a) of the Partnership’s Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on November 14, 2005.

10.02(b) Amendment No. 2 to the Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated July 1, 2005, is incorporated by reference to Exhibit 10.05(b) of the Partnership’s Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on August 11, 2005.

10.03 Amended and Restated Commodity Futures Customer Agreement, between Morgan Stanley & Co. LLC, and the Funds listed in Appendix A, dated as of November 12, 2013, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 000-50064) filed with the Securities and Exchange Commission on November 13, 2013.

10.04 Customer Agreement, between the Partnership and Morgan Stanley & Co. International plc, dated September 30, 2002, is incorporated by reference to Exhibit 10.07 of the Partnership’s Registration Statement on Form S-1 (File No. 333-103171) filed with the Securities and Exchange Commission on February 13, 2003.

10.05 Foreign Exchange and Options Master Agreement, between the Partnership and Morgan Stanley & Co. Incorporated, dated August 31, 2002, is incorporated by reference to Exhibit 10.08 of the Partnership’s Quarterly Report on Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on May 14, 2003.

E-2

10.06 Securities Account Control Agreement among the Partnership and Morgan Stanley & Co. Incorporated, dated September 30, 2002, is incorporated by reference to Exhibit 10.09 of the Partnership’s Registration Statement on Form S-1 (File No. 333-103171) filed with the Securities and Exchange Commission on February 13, 2003.

10.07 Foreign Exchange and Options Master Agreement, between the Partnership and Morgan Stanley Capital Group Inc., dated March 18, 2005, is incorporated by reference to Exhibit 10.10 of the Partnership’s Form 8-K (File No. 0-50064) filed with the Securities and Exchange Commission on April 5, 2006.

10.08 Alternative Investment Placement Agent Agreement, dated as of October 1, 2014, by and among the General Partner, Morgan Stanley Wealth Management and the partnerships listed on Schedule 1 thereto, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 0-50064) filed with the Securities and Exchange Commission on August 12, 2014.

13.01 December 31, 2014, 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

^ Submitted electronically herewith.

E-3

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