Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

~~Table~~UNITED ofSTATES ~~Contents~~

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

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

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

~~FORM~~(X) ~~10-K~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

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

For the fiscal year ended December 31, ~~2015~~2016 or

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

~~For~~OF ~~the~~THE ~~transition~~SECURITIES ~~period~~EXCHANGE ~~from to~~ ACT OF 1934

~~Commission~~For ~~file~~the ~~number:~~Transition ~~000-26338~~period from to

~~MORGAN STANLEY~~Commission ~~SMITH~~File ~~BARNEY~~Number ~~SPECTRUM~~000-26338 ~~TECHNICAL L.P.~~

~~(Exact~~MORGAN ~~name~~STANLEY ofSMITH ~~registrant~~BARNEY asSPECTRUM ~~specified~~TECHNICAL inL.P. ~~its charter)~~

Delaware				13-3782231
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)
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

(Exact name of registrant as specified in its charter)

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

Delaware

13-3782231

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~Units~~c/o ofCeres ~~Limited~~Managed ~~Partnership~~Futures ~~Interest~~LLC

~~(Title~~522 ofFifth ~~Class)~~Avenue

~~Indicate by check mark if the registrant is a well-known seasoned issuer~~New York, asNew ~~defined~~York in10036 ~~Rule 405 of the Securities Act. Yes ¨ No x~~

~~Indicate~~(Address byand ~~check~~Zip ~~mark~~Code ifof ~~the~~principal ~~registrant~~executive ~~is not required to file reports pursuant to Section 13 or Section 15(d~~offices) ~~of the Act. Yes ¨ No x~~

~~Indicate by check mark whether the registrant~~ (1855) ~~has~~ ~~filed~~672-4468 all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

~~Indicate~~(Registrant’s bytelephone ~~check mark whether the registrant has submitted electronically and posted on its corporate Web site~~number, ifincluding ~~any,~~area ~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T (§232.405 of this chapter~~code) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes x No ¨~~

~~Indicate~~Securities byregistered ~~check mark if disclosure of delinquent filers~~ pursuant to ~~Item 405~~Section ~~of Regulation S-K~~ 12(~~§229.404~~b) of ~~this chapter) is not contained herein, and will not be contained, to~~ the ~~best~~Act: ofNone ~~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~~Securities byregistered ~~check~~pursuant ~~mark~~to ~~whether~~Section ~~the~~12(g) ~~registrant~~of ~~is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See~~ the ~~definition~~Act: ofUnits ~~“large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2~~ of ~~the~~Limited ~~Exchange~~Partnership ~~Act.~~Interest

~~Large~~ (Title ~~accelerated~~of ~~filer~~Class) ~~¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨~~

Indicate by check mark ~~whether~~if the registrant is a ~~shell~~well-known ~~company~~seasoned (issuer, as defined in Rule ~~12b-2~~405 of the ~~Exchange~~ Securities Act). ~~Yes~~ ~~¨ No x~~

~~State~~Yes ~~the~~☐ No ~~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: $95,526,683 at June 30, 2015.

AsIndicate ofby ~~February 29,~~check ~~2016,~~mark ~~4,589,579.464~~if ~~Limited~~the ~~Partnership~~registrant ~~Units~~is ~~were~~not ~~outstanding~~required to file reports pursuant to Section 13 or Section 15(d) of the Act.

~~DOCUMENTS~~Yes ~~INCORPORATED~~☐ No BY☑ ~~REFERENCE~~

~~(See~~Indicate ~~Page~~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.

~~Table~~Yes of☑ No ~~Contents~~☐

~~MORGAN~~Indicate ~~STANLEY~~by ~~SMITH~~check ~~BARNEY~~mark ~~SPECTRUM~~whether ~~TECHNICAL~~the Lregistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.P405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~INDEX~~Yes TO☑ No ~~ANNUAL~~☐ ~~REPORT ON FORM 10-K~~

~~December 31~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, ~~2015~~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. ☑

DOCUMENTS INCORPORATED BY REFERENCE		1
Part I.
Item 1.	Business	2
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	20
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8.	Financial Statements and Supplementary Data	33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
Item 9A.	Controls and Procedures	33
Item 9B.	Other Information	34
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	35
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13.	Certain Relationships and Related Transactions, and Director Independence	37
Item 14.	Principal Accountant Fees and Services	37
Part IV.
Item 15.	Exhibits, Financial Statement Schedules	38

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

~~Table~~Large ofaccelerated ~~Contents~~filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting company ☐

~~DOCUMENTS~~ (Do ~~INCORPORATED~~not BYcheck ~~REFERENCE~~if a smaller reporting company)

~~Portions~~Indicate ofby ~~the~~check ~~following~~mark ~~documents~~whether ~~are~~the ~~incorporated~~registrant byis ~~reference~~a shell company (as ~~follows:~~defined in Rule 12b-2 of the Exchange Act).

		Documents Incorporated				Part of Form 10-K
		Annual Report to Morgan Stanley
		Spectrum Series Limited Partners for the year ended December 31, 2015				II, III and IV

Yes ☐ No ☑

1Limited Partnership Units with an aggregate value of $78,329,237 were outstanding and held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.

~~Table~~As of ~~Contents~~February 28, 2017, 3,388,484.331 Limited Partnership Units were outstanding.

~~PART~~DOCUMENTS IINCORPORATED BY REFERENCE

~~Item 1. BUSINESS~~(See Next Page)

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

~~Ceres~~Portions ~~Managed Futures LLC, a Delaware limited liability company, acts as the general partner (“Ceres” or the “General Partner”) and commodity pool operator~~ of the ~~Partnership.~~following ~~Ceres~~documents isare aincorporated ~~wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”). MSSBH is ultimately owned~~ by ~~Morgan~~reference ~~Stanley.~~as ~~Morgan~~follows: Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses. Prior to June 28, 2013, Morgan Stanly indirectly owned a majority equity interest and Citigroup Inc. indirectly owned a minority equity interest in MSSBH.

The clearing commodity broker for the Partnership is Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. MS&Co. also acts as the counterparty on all trading of foreign currency forward contracts. Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”) is a principal subsidiary of MSSBH and previously acted as a non-clearing broker for the Partnership. MS&Co. and its affiliates act as the custodians of the Partnership’s assets. MS&Co. is a wholly-owned subsidiary of Morgan Stanley.


Documents Incorporated		Part of Form 10-K

Annual Report to Morgan Stanley Spectrum Series Limited Partners for the year ended December 31, 2016		II, III, and IV

~~The~~1 trading advisors to the Partnership are Campbell & Company, Inc. (“Campbell”), Winton Capital Management Limited (“Winton”), Aspect Capital Limited (“Aspect”) and SECOR Capital Advisors, L.P. (“SECOR”) (each individually, a “Trading Advisor”, or collectively, the “Trading Advisors”). Prior to its termination on September 30, 2015, Blackwater Capital Management LLC (“Blackwater”) also acted as a Trading Advisor to the Partnership. A description of the trading activities and focus of each Trading Advisor begins on page 23 under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Effective~~PART ~~September 30,~~I ~~2015, Ceres terminated the management agreement among Ceres, Blackwater and the Partnership pursuant to which Blackwater ceased all Futures Interests trading on behalf of the Partnership.~~

~~Effective~~Item ~~December 31, 2014, Ceres terminated the management agreement among Ceres, Rotella Capital Management, Inc~~1. ~~(“Rotella”) and the Partnership pursuant to which Rotella ceased all Futures Interests trading on behalf of the Partnership~~Business.

~~Effective~~(a) ~~April 1,~~General ~~2014,~~Development ~~the~~of ~~flat~~Business. ~~rate~~Morgan ~~brokerage~~Stanley ~~fee~~Smith ~~for~~Barney Spectrum Technical L.P. (the “Partnership”) ~~was~~is ~~reduced~~a ~~from~~Delaware limited ~~6.0% per~~partnership ~~annum~~organized ~~(paid~~in ~~monthly)~~1994 to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, and forward contracts on physical commodities and other commodity interests, including, but not 4limited to, foreign currencies, financial instruments, metals, energy, and agricultural products (collectively, “Futures Interests”).~~0% per~~ ~~annum~~The General Partner (~~paid~~as ~~monthly~~defined below) may also determine to invest up to all of the Partnership’s assets ~~net~~in ~~assets~~the United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates. The Partnership commenced trading operations on November 2, 1994. The Partnership is one of the Morgan Stanley Spectrum Series of funds, comprised of the Partnership, Ceres Tactical Currency L.P. (formerly, Morgan Stanley Smith Barney Spectrum Currency and Commodity L.P.), Morgan Stanley Smith Barney Spectrum Select L.P. and Morgan Stanley Smith Barney Spectrum Strategic L.P.

~~Effective~~Ceres ~~October 1~~Managed Futures LLC, ~~2014~~a Delaware limited liability company, acts as the ~~flat~~general ~~rate~~partner ~~brokerage~~(“Ceres” ~~fee, equal~~or tothe an“General ~~annual~~Partner”) ~~rate~~and ofcommodity ~~4.0%~~pool operator of the Partnership’s. ~~net~~Ceres ~~assets,~~is ~~was~~a ~~separated~~wholly ~~into~~owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (i“MSD Holdings”) . MSD Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a ~~general~~publicly ~~partner~~held ~~administrative~~company ~~fee~~whose ~~payable~~shares toare listed on the ~~General~~New ~~Partner~~York ~~(the~~Stock ~~“General~~Exchange. ~~Partner~~Morgan ~~fee”~~Stanley is engaged in various financial services and ~~formerly~~other businesses. Prior to January 1, 2017, the General Partner was a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“~~administrative fee~~MSSB Holdings”). ~~equal~~Prior to anJune 28, ~~annual~~2013, ~~rate~~Morgan ofStanley ~~2.0%~~indirectly ofowned ~~the~~a ~~Partnership’s~~majority ~~net~~equity ~~assets,~~interest and ~~(ii) an~~Citigroup ~~ongoing~~Inc. ~~placement~~indirectly owned ~~agent~~a ~~fee~~minority ~~payable~~equity tointerest in MSSB Holdings. Morgan Stanley ~~Wealth~~Smith ~~Management~~Barney ~~equal~~LLC, todoing anbusiness ~~annual~~as ~~rate~~Morgan ofStanley ~~2.0%~~Wealth ofManagement ~~the~~(“Morgan ~~Partnership’s~~Stanley ~~net~~Wealth ~~assets. The October 1,~~Management”) ~~2014~~is ~~fee~~a ~~changes,~~principal insubsidiary ~~the~~of ~~aggregate,~~MSD ~~did~~Holdings. ~~not~~MS&Co. ~~exceed~~and its affiliates act as the ~~flat~~custodians ~~rate~~of ~~brokerage~~the ~~fee~~Partnership’s ~~and,~~assets ~~accordingly,~~available ~~there~~for ~~was~~trading noin ~~change~~Futures toInterests. ~~the~~MS&Co. ~~aggregate~~is ~~fees~~a ~~incurred~~wholly-owned bysubsidiary ~~the~~of ~~Partnership~~Morgan Stanley.

2The clearing commodity broker for the Partnerships is Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. MS&Co. also acts as the counterparty on all trading of foreign currency forward contracts. The Partnership also deposits a portion of its cash in a non-trading account at JPMorgan Chase Bank, N.A.

~~Table~~The trading advisors to the Partnership are Campbell & Company L.P. (formerly, Campbell & Company, Inc.) (“Campbell”), Aspect Capital Limited (“Aspect”), SECOR Capital Advisors, L.P. (“SECOR”) and FORT, L.P. (“FORT”), (each individually, a “Trading Advisor”, or collectively, the “Trading Advisors”). Prior to its termination on March 31, 2016, Winton Capital Management Limited (“Winton”), prior to its termination on September 30, 2015, Blackwater Capital Management LLC (“Blackwater”), and prior to its termination on December 31, 2014, Rotella Capital Management, Inc. (“Rotella”), each also acted as a Trading Advisor to the Partnership. A description of ~~Contents~~the trading activities and focus of each Trading Advisor begins under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

~~The~~Effective ~~General~~June 1, ~~Partner~~2016, ~~on behalf of~~ the Partnership, ~~has~~ entered into a management agreement ~~with each~~by ~~Trading~~and ~~Advisor~~among ~~(each~~the Partnership, athe ~~“Management~~General Partner, ~~Agreement”).~~and ~~Each~~FORT, ~~Management~~pursuant ~~Agreement~~to ~~provides~~which ~~that~~FORT ~~the~~will ~~Trading~~serve ~~Advisor~~as ~~has~~a ~~sole~~trading ~~discretion~~advisor into ~~determining~~ the ~~investments~~Registrant ofand will manage the ~~assets~~portion of the Partnership’s assets allocated to ~~the Trading Advisor by the General Partner~~it. ~~Pursuant~~Effective toJuly 1, ~~each~~2016, ~~Management~~a ~~Agreement,~~portion of the Partnership’s ~~pays~~assets ~~each~~were allocated ~~Trading~~to ~~Advisor~~FORT aand ~~flat-rate~~traded ~~monthly~~pursuant ~~management~~to ~~fee~~the ~~and~~Global anContrarian ~~incentive fee~~Program.

~~The~~Effective ~~management~~March 31, ~~fee~~2016, ~~for~~Ceres terminated the ~~Partnership~~management isagreement ~~accrued~~with atWinton apursuant ~~rate of 1/12th of 1.5% (a 1.5% annual rate) per month of net assets allocated~~ to ~~Aspect,~~ ~~Campbell,~~which ~~and~~ Winton onceased trading the ~~first~~assets ~~day~~ of ~~each~~the ~~month~~Partnership, ~~1/12th~~fully ofliquidated ~~2.0%~~all (acommodity ~~2.0%~~interest ~~annual~~positions ~~rate)~~in ~~per month of net assets allocated to SECOR on~~ the ~~first day of each month~~Partnership, ~~prior~~and toconverted ~~its~~all ~~termination~~currency onbalances ~~September 30,~~in ~~2015, 1/12th of 0.75% (a 0.75% annual rate) per month of net assets allocated to Blackwater on~~ the ~~first~~Partnership ~~day of each month and, prior~~ to ~~its termination on December 31, 2014, 1/12th of 1% (a 1% annual rate) per month of net assets allocated to Rotella on the first day of each month~~U.S. dollars.

~~Effective June 1~~Ceres, ~~2014,~~SECOR and the ~~management~~Partnership ~~fee~~entered ~~payable~~into bya ~~the~~management ~~Partnership~~agreement pursuant to ~~Campbell~~which, ~~was~~as ~~reduced~~of ~~from~~January 1, a2015, ~~monthly management~~SECOR ~~fee~~serves ~~rate~~as ~~equal~~a totrading ~~1/12th~~advisor ofto 2%the (aPartnership 2%and ~~annual~~trades ~~rate)~~its ~~per~~allocated ~~month~~portion of the Partnership’s net assets ~~allocated~~through tothe ~~Campbell~~Partnership’s oninvestment ain ~~first~~SECOR ~~day~~Master ofFund ~~each~~L.P. ~~month~~(“SECOR toMaster Fund”), a ~~monthly~~limited ~~management~~partnership ~~fee~~organized under ~~rate~~the ~~equal~~partnership tolaws ~~1/12th~~ of ~~1.5%~~the (aState ~~1.5%~~of ~~annual~~Delaware, ~~rate)~~pursuant ~~per~~to ~~month~~the ofSECOR ~~net~~Alpha ~~assets~~Program. ~~allocated~~Ceres tois ~~Campbell on~~also the ~~first~~general ~~day~~partner of ~~each~~SECOR ~~month~~Master Fund.

InEffective ~~addition~~September 30, ~~the~~2015, ~~Partnership~~Ceres ~~pays~~terminated athe ~~monthly~~management ~~incentive~~agreement ~~fee~~among ~~equal~~Ceres, toBlackwater ~~20%~~and of the ~~trading~~Partnership ~~profits experienced~~pursuant ~~with respect~~ to ~~the~~which ~~net~~Blackwater ~~assets~~ceased ~~allocated~~all toFutures ~~each~~Interests oftrading ~~Aspect,~~on ~~Campbell~~behalf ~~and~~of ~~Winton.~~the ~~The~~ Partnership. ~~pays~~Blackwater, aprior ~~quarterly incentive fee equal~~ to ~~20%~~its oftermination, ~~the~~managed ~~trading profits experienced with respect to~~ the ~~net~~ assets ~~allocated~~of ~~to SECOR. Prior to September 30, 2015~~ the Partnership ~~paid~~through aits ~~yearly~~investment ~~incentive~~in ~~fee~~Blackwater ~~equal~~Master toFund ~~20%~~L.P. of(“Blackwater ~~the~~Master Fund” ~~trading~~and ~~profits~~together ~~experienced~~ with ~~respect~~SECOR toMaster ~~the~~Fund, ~~net~~each ~~assets~~a ~~allocated~~“Master toFund” ~~Blackwater.~~and ~~Prior to December 31~~collectively, ~~2014~~ the ~~Partnership~~“Master ~~paid~~Funds”), a ~~monthly~~limited ~~incentive~~partnership ~~fee equal~~organized tounder ~~20% of~~ the ~~trading~~partnership ~~profits~~laws ~~experienced~~of ~~with respect to~~ the ~~net~~state ~~assets~~of ~~allocated to Rotella~~Delaware.

~~Trading~~2 profits represent the amount by which profits from futures, forwards, and options trading exceed losses after brokerage, ongoing placement agent, General Partner and management fees are deducted. For all Trading Advisors with trading losses, no incentive fee is paid in subsequent months until all such losses are recovered. Cumulative trading losses are adjusted on a pro rata basis for the net amount of each month’s redemptions or reallocations.

~~The~~Effective ~~current term of the Management Agreement with Aspect will expire on~~ December 31, ~~2016 and will renew annually unless terminated by the General Partner or the Trading Advisor. The current term of the Management Agreement with Campbell will expire on November 30~~2014, ~~2016~~Ceres ~~and will renew annually unless~~ terminated by the ~~General~~management ~~Partner~~agreement ~~or the Trading Advisor. The current term of~~among ~~the Management Agreement with SECOR will expire on June 30~~Ceres, ~~2016~~Rotella and ~~will renew annually unless terminated by~~ the ~~General~~Partnership ~~Partner~~pursuant orto ~~the~~which ~~Trading~~Rotella ~~Advisor.~~ceased ~~The~~all ~~current~~Futures ~~term~~Interests oftrading ~~the Management Agreement with Winton will expire~~ on ~~December 31, 2016~~behalf ~~and~~of ~~will renew annually unless terminated by~~ the ~~General Partner or the Trading Advisor~~Partnership. ~~In general, each Management Agreement may be terminated upon notice by either party.~~

InEffective ~~July~~April ~~2015~~1, ~~the General Partner delegated certain administrative functions to SS&C Technologies~~2014, ~~Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (~~the ~~“Administrator”).~~flat ~~Pursuant~~rate tobrokerage afee ~~master~~for ~~services agreement,~~ the ~~Administrator~~Partnership ~~furnishes~~was ~~certain~~reduced ~~administrative, accounting, regulatory, reporting, tax and other services as agreed~~ from ~~time to time~~6. In0% ~~addition,~~per ~~the~~annum ~~Administrator~~(paid ~~maintains~~monthly) certain books and records of the Partnership. The General Partner pays or reimburses the Partnership, from the General Partner fee it receives from the Partnership, the ordinary administrative expenses of theto ~~Partnership~~4.0% ~~This~~per ~~includes~~annum ~~the~~(paid ~~expenses~~monthly) ~~related to the engagement~~ of the ~~Administrator. Therefore, the engagement of the Administrator did not impact the~~ Partnership’s ~~break-even~~net ~~point~~assets.

3Effective 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”) 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.

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

The ~~Partnership~~management ~~began~~fee for the ~~year~~Partnership is accrued at a ~~net~~rate ~~asset~~of ~~value~~1/12th of 1.5% (a 1.5% annual rate) per ~~unit~~month of ~~limited~~net ~~partnership interest~~assets allocated to Aspect, Campbell, and Winton (~~“Unit(s~~prior to its termination on March 31, 2016)”) on the first day of ~~$19.07~~each ~~and~~month, ~~returned~~1/12th of 1.75% (0a 1.~~63)~~75% annual rate) per month of net assets allocated to ~~$18~~SECOR on the first day of each month, 1/12th of 1.9525% (a 1.25% annual rate) per ~~Unit~~month of net assets allocated to FORT on ~~December~~the first day of each month, prior to its termination on September 3130, 2015., ~~For~~1/12th of 0.75% (a ~~more~~0.75% ~~detailed~~annual ~~description~~rate) per month of net assets allocated to Blackwater on the first ~~Partnership’s~~day ~~business~~of each month and, ~~see~~prior ~~subparagraph~~to its termination on December 31, 2014, 1/12th of 1% (ca 1% annual rate) per month of net assets allocated to Rotella on the first day of each month.

~~(b)~~Effective ~~Financial~~January 1, ~~Information~~2016, ~~about~~the ~~Segments. For~~management ~~financial~~fee ~~information~~payable ~~reporting~~to ~~purposes,~~SECOR ~~the~~was ~~Partnership~~reduced isfrom ~~deemed~~a tomonthly ~~engage~~management fee rate equal to in1/12th ~~one~~of ~~industry~~2% ~~segment,~~(a ~~the~~2% ~~speculative~~annual ~~trading~~rate) per month of ~~futures,~~net ~~forwards~~assets ~~and~~allocated ~~options~~to SECOR on ~~such~~the ~~contracts.~~first ~~The~~day ~~relevant~~of ~~financial~~each ~~information~~month isto ~~presented~~a inmonthly ~~Part~~management IIfee rate equal to 1/12th of 1.75% ~~Item 6~~(a 1. ~~Selected~~75% ~~Financial~~annual ~~Data~~rate) ~~and~~per ~~Item 8. Financial Statements~~month ~~and~~of ~~Supplementary~~net ~~Data~~assets allocated to SECOR on the first day of each month.

~~(c)~~Effective ~~Narrative~~June ~~Description~~1, of2014, ~~Business.~~the ~~The~~management ~~Partnership~~fee ispayable inby the ~~business~~Partnership ofto ~~speculative trading~~Campbell ofwas ~~futures,~~reduced ~~forwards~~from ~~and~~a ~~options~~monthly management onfee ~~such~~rate ~~contracts~~equal ~~pursuant~~ to ~~trading~~1/12th ~~instructions~~of ~~provided~~2% ~~by the Trading Advisors. See Items 1~~(a) ~~and~~2% (bannual rate) ~~above~~ ~~for~~per amonth ~~complete description~~ of ~~the~~net ~~Partnership’s~~assets ~~business.~~allocated ~~The~~to ~~information~~Campbell ~~requested in~~on ~~Section 101(c)(i)~~the ~~through~~first ~~(xiii)~~ day of ~~Regulation~~each ~~S-K~~month isto ~~not~~a ~~applicable~~monthly tomanagement ~~the~~fee ~~Partnership.~~rate ~~Additionally,~~equal ~~the~~to ~~Partnership~~1/12th ~~does~~of ~~not~~1.5% ~~have~~(a ~~any employees~~1.5% ~~The~~annual ~~directors~~rate) ~~and~~per ~~officers~~month of ~~the~~net ~~General~~assets ~~Partner~~allocated to ~~are~~Campbell ~~listed~~on inthe ~~Part~~first ~~III. Item 10. Directors,~~day ~~Executive~~of ~~Officers~~each ~~and Corporate Governance~~month.

~~(d)~~In ~~Financial~~addition, ~~Information~~the ~~about~~Partnership ~~Geographic~~pays a monthly incentive fee equal to 20% of the ~~Areas~~trading profits experienced with respect to the net assets allocated to each of Aspect, Campbell and Winton (prior to its termination on March 31, 2016). The Partnership ~~has~~pays ~~not~~a ~~engaged~~quarterly inincentive ~~any~~fee ~~operations~~equal into ~~non-U~~20% of the trading profits experienced with respect to the net assets allocated to SECOR and FORT.S. ~~countries;~~Prior ~~however~~to September 30, 2015, the Partnership ~~(through~~paid ~~the~~a ~~commodity~~yearly ~~brokers)~~incentive ~~enters~~fee ~~into~~equal ~~forward~~to ~~contract~~20% ~~transactions~~of ~~where~~the ~~non-U.S.~~trading ~~banks~~profits ~~are~~experienced with respect to the ~~contracting~~net ~~parties~~assets ~~and~~allocated ~~trades~~to Blackwater. ~~futures~~Prior to December 31, ~~forwards~~2014, ~~and~~the ~~options~~Partnership onpaid ~~such~~a ~~contracts~~monthly onincentive ~~non-U.S.~~fee ~~exchanges~~equal to 20% of the trading profits experienced with respect to the net assets allocated to Rotella.

~~(e)~~Trading ~~Available~~profits ~~Information. The~~represent ~~Partnership~~the ~~files~~amount anby ~~annual report~~which onprofits ~~Form~~from ~~10-K,~~trading ~~quarterly~~in ~~reports~~Futures onInterests ~~Form~~exceed ~~10-Q,~~losses ~~current~~after ~~reports~~brokerage, onongoing placement ~~Form 8-K~~agent, ~~and~~General ~~all~~Partner ~~amendments to these reports with the Securities~~ and ~~Exchange~~management ~~Commission~~fees ~~(“SEC”)~~are deducted. ~~You~~For ~~may~~all ~~read~~Trading ~~and~~Advisors ~~copy~~with ~~any~~trading ~~document~~losses, ~~filed~~no byincentive ~~the~~fee ~~Partnership~~is atpaid ~~the SEC’s~~in ~~Public~~subsequent ~~Reference~~months ~~Room~~until atall ~~100~~such Flosses ~~Street,~~are Nrecovered.~~E.,~~ ~~Washington,~~Cumulative ~~D.C.~~trading ~~20549.~~losses ~~Please~~are ~~call~~adjusted ~~the SEC at 1-800-SEC-0330 for information~~ on ~~the~~a ~~Public~~pro ~~Reference Room. The Partnership does not maintain an internet website; however, the~~rata ~~Partnership’s~~basis ~~SEC~~for ~~filings are available to~~ the ~~public~~net ~~from~~amount ~~the~~of ~~EDGAR~~each ~~database on the SEC~~month’s ~~website~~redemptions ator ~~http://www~~reallocations.~~sec.gov.~~ ~~The Partnership’s CIK number is 0000925306.~~

~~Item~~The current term of the Management Agreement with Aspect will expire on December 1A31, 2017 and will renew annually unless terminated by the General Partner or Aspect. ~~RISK~~ ~~FACTORS~~The current term of the Management Agreement with Campbell will expire on November 30, 2017 and will renew annually unless terminated by the General Partner or Campbell. The current term of the Management Agreement with SECOR will expire on June 30, 2017 and will renew annually unless terminated by the General Partner or SECOR. The current term of the Management Agreement with FORT will expire on December 31, 2017 and will renew annually unless terminated by the General Partner or FORT. In general, each Management Agreement may be terminated upon notice by either party.

~~This~~3 ~~section includes some of the principal risks that investors will face with an investment in the Partnership.~~

~~THE~~In ~~UNITS~~July IN2015, ~~THE~~the ~~PARTNERSHIP~~General ~~ARE~~Partner ~~SPECULATIVE~~delegated ~~AND~~certain ~~INVOLVE~~administrative Afunctions ~~HIGH~~to SS&C ~~DEGREE~~Technologies, OFInc., ~~RISK~~a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). ~~THEY~~ ~~ARE~~Pursuant ~~SUITABLE~~to ~~ONLY~~a ~~FOR~~master ~~PERSONS~~services ~~WHO~~agreement, the Administrator furnishes certain administrative, accounting, regulatory, ~~CAN~~reporting, ~~AFFORD~~tax TOand ~~LOSE~~other ~~THEIR~~services ~~ENTIRE~~as ~~INVESTMENT~~agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The General Partner pays or reimburses the Partnership, from the General Partner fee it receives from the Partnership, the ordinary administrative expenses of the Partnership. This includes the expenses related to the engagement of the Administrator. Therefore, the engagement of the Administrator did not impact the Partnership’s break-even point.

~~Risks~~The ~~Relating~~Partnership began the year at a net asset value per unit of limited partnership interest (“Unit(s)”) of $18.95 and decreased 7.2% to $17.59 per Unit on December 31, 2016. For a more detailed description of the Partnership’s business, see subparagraph (c).

~~Possible~~(b) ~~Consequences~~Financial ofInformation ~~Using~~about ~~Multiple Trading Advisors~~Segments. ~~Each~~ For ~~Trading~~financial ~~Advisor~~information ~~makes~~reporting ~~trading~~purposes, ~~decisions independent of~~ the ~~other Trading Advisors for the~~ Partnership. ~~Thus, it~~ is ~~possible~~deemed ~~that~~to ~~the~~engage ~~Partnership could hold opposite positions~~ in ~~the~~one ~~same~~industry ~~or similar futures~~segment, ~~forwards, and options, thereby offsetting any potential for profit from these positions. Each such position would cost~~ the ~~Partnership~~speculative ~~transactional~~trading ~~expenses~~of ~~(such as brokerage commissions and National~~ Futures ~~Association~~Interests. ~~fees)~~The ~~but~~relevant ~~could~~financial ~~not~~information ~~generate~~is ~~any~~presented ~~recognized~~in ~~gain~~Part ~~or loss~~II. ~~Moreover,~~“Item ~~the~~6. ~~General~~Selected ~~Partner~~Financial ~~may~~Data” ~~reallocate~~and ~~the Partnership’s~~“Item ~~assets among the current Trading Advisors, terminate one or more or select additional Trading Advisors at any time~~8. ~~Any~~Financial Statements ~~such~~and ~~reallocation~~Supplementary ~~could adversely affect the performance of the Partnership or any one Trading Advisor~~Data.”

~~You~~(c) ~~Should~~Narrative ~~Not~~Description ~~Rely on Past Performance~~ of ~~the~~Business. ~~General~~The ~~Partner~~Partnership oris in the business ~~Trading~~of ~~Advisors~~speculative Intrading ~~Deciding~~of ToFutures ~~Purchase Units. The~~Interests ~~past~~pursuant ~~investment~~to ~~performance~~trading ofinstructions ~~other~~provided ~~entities managed~~ by the ~~General~~Trading ~~Partner~~Advisors. ~~and~~See ~~the~~Items ~~Trading~~1(a) ~~Advisors~~and is(b) above ~~not~~for ~~necessarily~~a ~~indicative~~complete description of the Partnership’s ~~future results~~business. NoThe ~~assurance~~information ~~can~~requested bein Section ~~given~~101(c)(i) ~~that~~through ~~the~~(xiii) of ~~General~~Regulation ~~Partner~~S-K ~~will succeed~~is innot ~~meeting~~applicable to the ~~investment~~Partnership. ~~objectives~~Additionally, of the Partnership. ~~You~~does ~~may~~not ~~lose~~have ~~all~~any oremployees. ~~substantially~~The ~~all~~directors and officers of ~~your~~the ~~investment~~General Partner are listed in ~~the~~Part ~~Partnership~~III. “Item 10. Directors, Executive Officers and Corporate Governance.”

~~The~~(d) ~~General~~Financial ~~Partner~~Information ~~believes~~about ~~that~~Geographic Areas. ~~past~~The ~~performance~~Partnership ofhas ~~the~~not ~~Trading~~engaged ~~Advisors~~in ~~may~~any beoperations ofin ~~interest~~non-U.S. tocountries; ~~investors~~however, ~~but encourages you to look at such information as an example of~~ the ~~respective~~Partnership ~~objectives~~(through of the ~~General~~commodity ~~Partner~~brokers) ~~and~~enters ~~Trading~~into ~~Advisors~~forward ~~rather~~contract ~~than~~transactions aswhere ~~any~~non-U.S. ~~indication~~banks ~~that~~are the ~~Partnership’s~~contracting ~~objectives~~parties ~~will,~~and intrades Futures ~~fact,~~Interests beon ~~achieved~~non-U.S. exchanges.

~~The~~(e) ~~Partnership~~Available ~~Incurs Substantial Charges~~Information. The Partnership ~~must~~files ~~pay~~an ~~substantial~~Annual ~~charges~~Report on Form 10-K, ~~and~~Quarterly ~~must~~Reports ~~generate profits~~on ~~and~~Form ~~interest~~10-Q, ~~income~~Current ~~which~~Reports ~~exceed~~on ~~its~~Form ~~fixed~~8-K, ~~costs~~and inall ~~order~~amendments to ~~avoid~~these ~~depletion~~reports ofwith ~~its~~the ~~assets~~Securities and Exchange Commission (“SEC”). ~~The~~You ~~Partnership~~may isread ~~required~~and tocopy ~~pay~~any ~~management~~document ~~fees~~filed toby the Partnership at the ~~Trading~~SEC’s ~~Advisors~~Public ~~regardless~~Reference ofRoom at 100 F Street, N.E., Washington, D.C. 20549. Please call the ~~performance~~SEC ofat 1-800-SEC-0330 for information on the ~~Partnership~~Public Reference Room. InThe ~~addition~~Partnership does not maintain an internet website; however, the Partnership’s ~~pays~~SEC ~~each~~filings ~~Trading~~are ~~Advisor~~available anto ~~incentive~~the ~~fee~~public from the EDGAR database on the SEC’s website at http://www.sec.gov. The Partnership’s CIK number is 0000925306.

4Item 1A. Risk Factors.

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

~~Incentive~~THE ~~Fees~~UNITS ~~May~~IN beTHE ~~Paid~~PARTNERSHIP byARE ~~the~~SPECULATIVE ~~Partnership~~AND ~~Even~~INVOLVE ~~Though~~A ~~the~~HIGH ~~Partnership Sustains~~DEGREE ~~Trading~~OF ~~Losses~~RISK. ~~The~~ ~~Partnership~~THEY ~~pays~~ARE ~~each~~SUITABLE ~~Trading~~ONLY ~~Advisor~~FOR anPERSONS ~~incentive~~WHO ~~fee based upon the new trading profits it generates for the Partnership. These new trading profits include unrealized appreciation on open positions.~~CAN ~~Accordingly,~~AFFORD itTO isLOSE ~~possible~~THEIR ~~that~~ENTIRE ~~the Partnership will pay an incentive fee on new trading profits that do not become realized~~INVESTMENT. Also, each Trading Advisor will retain all incentive fees paid to it, even if it incurs a subsequent loss after payment of an incentive fee. Due to the fact that incentive fees are paid to a Trading Advisor on an annual, monthly or quarterly basis, it is possible that an incentive fee may be paid to a Trading Advisor during a year in which the assets allocated to such Trading Advisor suffer a loss for the year. Because each Trading Advisor receives an incentive fee based on the new trading profits earned by the Trading Advisor, the Trading Advisors may have an incentive to make investments that are riskier than would be the case in the absence of such an incentive fee being paid to the Trading Advisors based on new trading profits.

~~Restricted~~Risks ~~Investment~~Relating ~~Liquidity in the Units. There is no secondary market for the Units, and you may not redeem your Units other than as of the last Business Day of each month. Your right~~ to ~~receive payment for a redemption of some or all of your Units is dependent upon (a)~~ the Partnership having sufficient assets to pay its liabilities on the redemption date, and (b) the General Partner’s receipt of your Request for Redemption in such manner as determined by the General Partner no later than 3:00 P.M., New York City time, on the last day of the month. The General Partner will not permit a transfer, sale, pledge or assignment of Units unless it is satisfied that the transfer, sale, pledge or assignment would not be in violation of Delaware law or applicable federal, state or foreign securities laws and notwithstanding any transfer, sale, pledge or assignment, the Partnership will continue to be classified as a partnership rather than as an association or publicly traded partnership taxable as a corporation under the Internal Revenue Code of 1986, as amended (the “Code”). No transfer, sale, pledge or assignment of Units will be effective or recognized by the Partnership if the transfer, sale, pledge or assignment would result in the termination of the Partnership for U.S. federal income tax purposes. Any attempt to transfer, sell, pledge or assign Units in violation of the Partnership Agreement will be ineffective.

~~General~~Possible ~~Partner~~Consequences ~~Redemptions. The~~of ~~General~~Using ~~Partner~~Multiple isTrading ~~required~~Advisors. toEach ~~maintain~~Trading aAdvisor ~~capital~~makes ~~contribution~~trading atdecisions ~~least~~independent ~~equal to~~of the ~~greater~~other ~~of:~~Trading ~~(a) 1%~~Advisors offor ~~aggregate~~the ~~capital~~Partnership. ~~contributions~~Thus, toit is possible that the Partnership ~~(including~~could hold opposite positions in the ~~General~~same ~~Partner’s~~or ~~contribution)~~similar ~~and~~Futures ~~(b) $25~~Interests,~~000.~~ ~~The~~thereby ~~General~~offsetting ~~Partner~~any ~~may~~potential ~~otherwise~~for ~~redeem~~profit ~~any~~from ~~portion~~these ofpositions. ~~its~~Each ~~investment~~such inposition would cost the Partnership ~~at any~~transactional ~~time~~expenses ~~without~~(such ~~notice~~as tobrokerage ~~the~~commissions ~~Limited~~and ~~Partners.~~National ~~For~~Futures ~~any~~Association ~~such~~fees) ~~redemption,~~but ~~the~~could ~~General~~not ~~Partner~~generate ~~will~~any ~~redeem~~recognized ~~its~~gain ~~Units~~or atloss. Moreover, the ~~end~~General ofPartner may reallocate the ~~month~~Partnership’s inassets among the ~~same~~current ~~manner~~Trading asAdvisors ~~any~~or ~~Limited~~terminate ~~Partner~~one ~~would~~or ~~follow~~more toor ~~redeem~~select ~~Units.~~additional ~~Additionally,~~Trading ~~the~~Advisors ~~General~~at ~~Partner~~any ~~has the~~time. ~~right~~Any tosuch ~~redeem~~reallocation ~~Units~~could itadversely ~~holds~~affect in the ~~event~~performance ~~redemptions~~of ~~for~~the ~~Limited~~Partnership ~~Partners~~or ~~are~~any ~~suspended~~one Trading Advisor.

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

• The General Partner, ~~Morgan~~believes ~~Stanley,~~that ~~Morgan~~past ~~Stanley~~performance ~~Wealth~~of ~~Management and MS&Co. are affiliates. As a result,~~ the ~~fees~~Trading ~~and~~Advisors ~~other~~may ~~compensation~~be ~~received~~of byinterest ~~these~~to ~~parties~~investors, ~~and~~but ~~other~~encourages ~~terms relating~~ you to ~~the~~look ~~operation~~at ofsuch ~~the~~information ~~Partnership~~as ~~and~~an ~~the~~example ~~sale~~ of ~~Units have not been negotiated independently. The officers and directors of~~ the ~~General~~respective ~~Partner~~objectives ~~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~~Trading ~~commodity~~Advisors ~~pools~~rather itthan ~~operates.~~as ~~Some~~any ofindication ~~the~~that ~~compensation for such officers and directors of~~ the ~~General~~Partnership’s ~~Partner~~objectives ~~may~~will, ~~be based~~ in ~~part~~fact, onbe ~~the profitability of Morgan Stanley and its managed futures business operated by the General Partner~~achieved.

•The ~~MS&Co~~Partnership Incurs Substantial Charges. ~~can~~The ~~benefit~~Partnership ~~from~~must ~~bid/ask~~pay ~~spreads~~substantial charges, and must generate profits and interest income which exceed its fixed costs in order to ~~the~~avoid ~~extent~~depletion of its assets. The Partnership is required to pay management fees to the Trading Advisors ~~execute~~regardless ~~over-~~of the~~-counter~~ ~~(“OTC”)~~performance ~~foreign~~of ~~exchange~~the ~~trades~~Partnership. ~~with~~In ~~MS&Co.~~addition, ~~and~~the ~~bid/ask~~Partnership ~~spreads~~pays each ~~are~~Trading ~~charged~~Advisor an incentive fee.

•4 The Trading Advisors, 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 Advisors 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.

•Incentive ~~For~~Fees ~~excess~~May ~~cash~~be ~~which~~Paid isby ~~not~~the ~~invested,~~Partnership ~~MS&Co~~Even Though the Partnership Sustains Trading Losses. ~~and~~The Partnership pays each Trading Advisor an incentive fee based upon the ~~General~~new ~~Partner~~trading ~~retain~~profits ~~any~~it ~~interest~~generates ~~earned~~for the Partnership. These new trading profits include unrealized appreciation on ~~cash~~open inpositions. Accordingly, it is possible that the Partnership’s ~~account~~will inpay ~~excess~~an incentive fee on new trading profits that do not become realized. Also, each Trading Advisor will retain all incentive fees paid to it, even if it incurs a subsequent loss after payment of an incentive fee. Due to the ~~rate~~fact ~~specified~~that incentive fees are paid to a Trading Advisor on an annual, monthly or quarterly basis, it is possible that an incentive fee may be paid to a Trading Advisor during a year in which the ~~Memorandum~~assets allocated to such Trading Advisor suffer a loss for the year. ~~That~~Because ~~could~~each ~~create~~Trading Advisor receives an incentive ~~for~~fee based on the ~~General~~new ~~Partner~~trading profits earned by the Trading Advisor, the Trading Advisors may have an incentive to ~~retain~~make ~~excess~~investments ~~cash~~that are riskier than would be the case in ~~cash~~the ~~instead~~absence of ~~permitted~~such ~~investments~~an incentive fee being paid to the Trading Advisors based on new trading profits.

•Restricted Investment Liquidity in the Units. There is no secondary market for the Units, and you generally may not redeem your Units other than as of the last Business Day of each month. Your right to receive payment for a redemption of some or all of your Units is dependent upon (a) the Partnership having sufficient assets to pay its liabilities on the redemption date, and (b) the General Partner’s receipt of your Request for Redemption in such manner as determined by the General Partner no later than 3:00 P.M., New York City time, on the last day of the month. The General Partner ~~may~~will not ~~purchase~~permit ~~money~~a ~~market~~transfer, ~~mutual~~sale, ~~fund~~pledge ~~shares~~or ~~from~~assignment ~~mutual~~of ~~funds~~Units ~~affiliated~~unless it is satisfied that the transfer, sale, pledge or assignment would not be in violation of Delaware law or applicable federal, state or foreign securities laws and/ notwithstanding any transfer, sale, pledge or ~~unaffiliated~~assignment, ~~with~~the Partnership will continue to be classified as a partnership rather than as an association or publicly traded partnership taxable as a corporation under the ~~General~~Internal ~~Partner~~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.

5General Partner Redemptions. The General Partner is required to maintain a capital contribution at least equal to the greater of: (a) 1% of aggregate capital contributions to the Partnership (including the General Partner’s contribution) and (b) $25,000. The General Partner may otherwise redeem any portion of its investment in the Partnership at any time without notice to the limited partners. For any such redemption, the General Partner will redeem its Units at the end of the month in the same manner as any limited partner would follow to redeem Units. Additionally, the General Partner has the right to redeem Units it holds in the event redemptions for limited partners are suspended.

~~Table~~The Partnership’s Structure Has Conflicts of ~~Contents~~Interest.

No• ~~specific~~The ~~policies~~General ~~regarding~~Partner, ~~conflicts~~Morgan Stanley Investment Management, Morgan Stanley Wealth Management and MS&Co. are affiliates. As a result, the fees and other compensation received by these parties and other terms relating to the operation of ~~interest~~the Partnership and the sale of Units have not been ~~adopted~~negotiated byindependently. The officers and directors of the General Partner, ~~the~~are ~~Partnership~~also employees of Morgan Stanley or ~~any~~one of ~~their~~its ~~affiliates,~~subsidiaries and ~~you~~may ~~will~~have bea ~~dependent~~conflict onof interest between their responsibility to the ~~good~~General ~~faith~~Partner and the commodity pools it operates. Some of, ~~and~~the ~~legal~~compensation for such officers and ~~fiduciary~~directors ~~obligations~~of ~~imposed~~the General Partner may be based in part on the ~~parties~~profitability ~~involved~~of ~~with~~Morgan ~~such~~Stanley ~~conflicts~~and toits ~~resolve~~managed ~~them~~futures ~~equitably.~~business operated by the General Partner.

An• ~~Investment in Units May Not Diversify an Overall Portfolio~~MS&Co. ~~Because~~ ~~futures,~~can ~~forwards~~benefit ~~and~~from ~~options~~bid/ask ~~have historically~~spreads ~~performed~~to ~~independently of traditional investments in equities and bonds,~~ the ~~General~~extent ~~Partner believes that managed futures funds like~~ the ~~Partnership~~Trading ~~can~~Advisors ~~diversify~~execute ~~a traditional portfolio of equities and bonds. However,~~ over-the-counter ~~General Partner~~(“OTC”) ~~cannot~~foreign ~~assure~~exchange ~~you~~trades ~~that the Partnership will perform~~ with aMS&Co. ~~significant~~and ~~degree~~bid/ask ofspreads ~~non-~~are ~~or low-correlation to your other investments in the future~~charged.

• The ~~Partnership~~Trading IsAdvisors, ~~Not~~the AGeneral ~~Registered~~Partner, ~~Investment~~Morgan ~~Company. The~~Stanley ~~Partnership~~and isits ~~not~~affiliates ~~required~~and tosubsidiaries ~~register~~may trade Futures Interests for their own accounts, and isthereby ~~not registered~~compete with the Partnership for positions. Also, asthe another ~~investment~~commodity ~~company~~pools ~~under~~managed by the ~~Investment~~General ~~Company~~Partner ~~Act~~and ~~of 1940,~~the asTrading ~~amended~~Advisors (may compete with the ~~“Investment~~Partnership ~~Company~~for ~~Act”)~~Futures Interests positions. ~~Accordingly,~~These ~~investors~~conflicts ~~will~~can ~~not~~result ~~have~~in ~~the~~less ~~protections~~favorable ~~afforded~~prices byon the ~~Investment~~Partnership’s ~~Company~~transactions. ~~Act~~These ~~(which,~~pools ~~among~~may ~~other matters~~also pay lower fees, ~~requires~~including ~~investment~~lower ~~companies~~commodity tobrokerage ~~have~~fees aand/or ~~majority~~commissions, ofthan ~~disinterested~~the ~~directors~~Partnership ~~and~~pays. ~~regulates~~The ~~the~~records ~~relationship~~of ~~between~~any ~~the~~such ~~advisor~~trading ~~and~~will ~~the~~not ~~investment~~be ~~company).~~available for inspection by limited partners.

~~Risks~~• ~~Related~~For toexcess ~~Regulation~~cash ofwhich is not invested, MS&Co. and the General Partner retain any interest earned on cash in the Partnership’s ~~and~~account in excess of the rate specified in the Memorandum. That could create an incentive for the General Partner to retain excess cash in cash instead of permitted investments.

• The ~~Federal~~General ~~Reserve~~Partner 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~~purchase asmoney amarket ~~source~~mutual offund ~~financial~~shares ~~and~~from ~~managerial~~mutual ~~strength~~funds toaffiliated ~~Morgan Stanley Bank, N.A.~~ and/or ~~Morgan~~unaffiliated 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-Frank Act” or the “Act”) could result in changes to Morgan Stanley’s business practices or the scope of its current lines of business, including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley, the General Partner ~~and the Partnership, any limited divestiture should not directly involve the Partnership~~.

The enactment of the Dodd-Frank Act 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.

~~The~~No ~~Units~~specific ~~are~~policies ~~not~~regarding ~~being~~conflicts ~~offered~~of interest have been adopted by the General ~~Banks~~Partner, ~~and~~the asPartnership ~~such:~~or ~~(1) are~~any ~~not~~of ~~Federal~~their ~~Deposit~~affiliates, ~~Insurance~~and ~~Corporation (“FDIC”)~~you ~~insured,~~will ~~(2) are~~be ~~not~~dependent ~~deposits~~on orthe ~~other~~good ~~obligations~~faith of, ~~the~~and ~~Banks,~~legal ~~(3) are~~and ~~not~~fiduciary ~~guaranteed~~obligations byimposed on the ~~Banks,~~parties ~~and~~involved ~~(4) involve~~with ~~investment~~such ~~risks,~~conflicts ~~including~~to ~~possible~~resolve ~~loss~~them ~~of principal~~equitably.

6An Investment in Units May Not Diversify an Overall Portfolio. Because Futures Interests have historically performed independently of traditional investments in equities and bonds, the General Partner believes that managed futures funds like the Partnership can diversify a traditional portfolio of equities and bonds. However, the General Partner cannot assure you that the Partnership will perform with a significant degree of non- or low-correlation to your other investments in the future. You may lose your entire investment in the Partnership.

~~Table~~The Partnership Is Not A Registered Investment Company. The Partnership is not required to register, and is not registered, as an investment company under the Investment Company Act of ~~Contents~~1940, as amended (the “Investment Company Act”). Accordingly, investors will not have the protections afforded by the Investment Company Act (which, among other matters, requires investment companies to have a majority of disinterested directors and regulates the relationship between the advisor and the investment company).

~~Effect~~Risks onRelated the Partnership of the “Volcker Rule.” In December 2013, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the FDIC, the SEC and the Commodity 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 asRegulation ~~the Volcker Rule). The Final Rule became effective on April 1, 2014. Among other things, the Final Rule limits the ability~~ of “banking entities” (which term includes any insured depository institution, any company controlling an insured depository institution or any affiliate or subsidiary of either) to acquire or retain an equity or other ownership interest in, or “sponsor”, “covered funds.” The Final Rule, however, permits banking entities to organize and offer a covered fund if several conditions are satisfied, including the ~~requirement~~Partnership that the banking entity does not acquire or retain an equity or other ownership interest in the covered fund except for a de minimis investment, after an initial seeding period. Moreover, all banking entities engaging in proprietary trading or covered funds activities subject to the Final Rule must adopt a compliance program, including meeting certain documentation and ~~reporting~~General ~~requirements.~~Partner The banking agencies make clear that, however, the terms, scope and detail of the compliance program depend on the types, size, scope and complexity of the activities and business structure of the banking entity.

~~Morgan~~The ~~Stanley~~Federal isReserve ~~continuing~~Board’s toRegulation ~~assess~~of Morgan Stanley Could Affect the ~~impact~~Activities of the ~~Final~~ ~~Rule~~Partnership. onAs ~~itself~~a ~~and~~bank holding ~~all~~company of(“BHC”) ~~its~~that ~~subsidiaries~~has ~~and~~elected ~~affiliates.~~financial ~~The~~holding ~~Final~~company ~~Rule~~(“FHC”) ~~will,~~status ~~among~~under ~~other~~the ~~things,~~Bank ~~limit~~Holding orCompany ~~prohibit~~Act ~~certain~~of ~~employees~~1956 of(“BHCA”), Morgan Stanley and its ~~subsidiaries and~~ affiliates, ~~including~~are ~~the~~subject ~~General~~to ~~Partner~~comprehensive, ~~and their investment~~consolidated ~~vehicles~~supervision ~~from~~and ~~investing~~regulation inby ~~or co-investing with~~ the ~~Partnership.~~Board ~~Structural~~of ~~changes,~~Governors ~~such~~of ~~as with respect to governance arrangements~~ the ~~Partnership,~~Federal ~~could~~Reserve ~~also~~System be(“Federal ~~required~~Reserve”). ToSince the ~~extent that the~~ General Partner ~~determines~~is ~~that~~a ~~any~~subsidiary ~~activities or investments~~ of ~~the~~Morgan ~~Partnership are impermissible under the Final Rule~~Stanley, the ~~General~~Federal ~~Partner~~Reserve ~~was~~will ~~required~~treat tothe ~~conform~~Partnership ~~such~~as ~~activities and investments by July 21, 2015, subject to~~ an ~~extended~~affiliate ~~conformance~~of ~~period (expected to end on July 21, 2017) for~~Morgan ~~certain~~Stanley. ~~relationships~~As ~~and~~a ~~investments in place prior to 2014~~result, ~~at or before~~ the ~~end of which such legacy relationship and investments must be conformed, and the~~ Partnership ~~must~~will be insubject ~~full compliance with the Final Rule. It should be noted that each of the regulators has discretion~~ to ~~interpret~~ the ~~Final~~BHCA ~~Rule~~and ~~with respect to~~ the ~~entities~~Federal ~~regulated~~Reserve’s byimplementing ~~each~~regulations ~~such~~and ~~regulator~~interpretations, ~~and~~which ~~there~~ are ~~numerous~~subject ~~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~~change.

~~Redemptions~~A ~~from~~significant focus of this regulatory framework is the ~~Partnership~~operation byof ~~individuals~~Morgan orStanley ~~entities~~and ~~that are~~its ~~related~~subsidiaries ~~to,~~in ora ~~affiliated~~safe and sound manner, with sufficient capital, earnings and liquidity that Morgan Stanley, ~~including~~may ~~the~~serve ~~General~~as ~~Partner,~~a source of financial and managerial strength to Morgan Stanley Bank, ~~without~~N.A. ~~limitation~~and Morgan Stanley Private Bank, ~~any~~National ~~investment~~Association ~~vehicles~~(the ~~advised~~“Banks”). byThese Banks must remain well capitalized and well managed if Morgan Stanley oris to maintain its ~~subsidiaries~~FHC status and ~~affiliates,~~continue ~~including~~to engage in the ~~General~~widest ~~Partner~~range of permissible financial activities. In addition, orthe ~~certain~~general ~~employees~~exercise ~~as a~~by ~~result~~the Federal Reserve of its regulatory, orsupervisory inand ~~connection~~enforcement authority with, respect to Morgan Stanley and certain provisions of the ~~Final~~Dodd-Frank ~~Rule~~Wall ~~could~~Street ~~require~~Reform and Consumer Protection Act (the ~~Partnership~~“Dodd-Frank Act” or the “Act”) could result in changes to ~~liquidate~~Morgan ~~positions~~Stanley’s ~~sooner~~business ~~than~~practices ~~would~~or ~~otherwise~~the bescope ~~desirable~~of its current lines of business, ~~which~~including certain limited divestitures. Although such changes could ~~adversely~~have ~~affect~~an impact on and consequences for Morgan Stanley, the ~~performance~~General ofPartner and the Partnership, any limited divestiture should not directly involve the Partnership.

The ~~Final~~Units ~~Rule~~are ~~also~~not ~~contains~~being aoffered ~~general~~by ~~prohibition on “covered transactions,” as defined in Section 23A of~~ the ~~Federal Reserve Act~~Banks, and as ~~amended~~such: (~~“FRA”~~1), are ~~and~~not ~~certain~~insured ~~other~~by ~~transactions set forth in Section 23B of~~ the ~~FRA,~~Federal ~~between~~Deposit aInsurance ~~banking~~Corporation ~~entity and any covered fund~~ (~~or any other covered fund controlled by such covered fund~~“FDIC”), (i2) ~~for~~ ~~which the~~are ~~banking~~not ~~entity~~deposits ~~serves, directly~~ or ~~indirectly,~~other asobligations of the ~~investment manager~~Banks, ~~investment adviser, commodity trading advisor or sponsor,~~ (ii3) ~~that~~are ~~was~~not ~~organized~~guaranteed ~~and offered~~ by the ~~banking entity~~Banks, orand (~~iii~~4) ininvolve ~~which~~investment ~~the banking entity continues to hold an ownership interest~~risks, 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~~including ~~affiliates~~possible ~~and~~loss ~~the Partnership, which could require restructuring~~ of ~~those relationships~~principal.

~~Assets~~Effect ~~Held~~on ~~in Accounts~~the atPartnership Uof the “Volcker Rule.S.” ~~Banks~~In ~~May~~December ~~Not~~2013, the BeFederal ~~Fully~~Reserve, ~~Insured. The~~the ~~assets~~Office of the ~~Partnership~~Comptroller ~~that~~of ~~are~~the ~~deposited~~Currency, ~~with~~the ~~commodity~~FDIC, ~~brokers~~the orSEC ~~their~~and ~~affiliates~~the ~~may~~Commodity beFutures ~~placed~~Trading inCommission ~~deposit~~(“CFTC”) ~~accounts~~each atadopted ~~U.S.~~a ~~banks.~~final ~~The~~rule ~~FDIC~~(“Final ~~insures~~Rule”) ~~deposits~~implementing ~~held~~Section 619 atof ~~insured~~the Dodd-Frank ~~depository~~Act ~~institutions~~(which ~~for~~section upis commonly referred to ~~$250~~as the Volcker Rule). The Final Rule became effective on April 1,~~000~~ ~~(including~~2014 ~~principal~~and is being implemented over time. Covered fund investments and ~~accrued~~relationships ~~interest)~~in ~~for~~place ~~each~~2014 ~~insurable~~or ~~capacity~~after ~~(e.g.~~became subject to the Volcker Rule and Final Rule on July 21, ~~individual~~2015. ~~accounts~~Covered fund investments and relationships in place before 2014 are subject to an extended conformance period granted by the Federal Reserve in July 2016, ~~joint~~which ~~accounts~~absent an extension, ~~corporate~~will ~~accounts~~expire on July 21, ~~etc~~2017.) Among other things, ~~though~~the ~~deposits~~Final inRule ~~separate~~limits ~~branches~~the ability of “banking entities” (which term includes any insured depository institution, ~~are~~any ~~not~~company ~~separately~~controlling an insured. Ifdepository ~~the~~institution ~~FDIC~~or ~~were~~any affiliate or subsidiary of either) to ~~become~~acquire ~~receiver~~or ofretain an ~~insured~~equity Uor other ownership interest in, or “sponsor”, “covered funds.S.” ~~bank~~The ~~holding~~Final ~~deposit~~Rule, ~~accounts~~however, ~~that~~permits ~~were~~banking ~~established~~entities byto organize and offer a ~~commodity~~covered ~~broker~~fund if several conditions are satisfied, including the requirement that the banking entity does not acquire or ~~one~~retain ofan ~~its~~equity ~~affiliates~~or other ownership interest in the covered fund except for a de minimis investment, ~~then~~after itan isinitial ~~uncertain~~seeding ~~whether~~period. Moreover, all banking entities engaging in proprietary trading or covered funds activities subject to the ~~commodity~~Final ~~broker~~Rule must adopt a compliance program, ~~the affiliate~~including ~~involved~~meeting certain documentation and reporting requirements. The banking agencies make clear, however, that the ~~Partnership~~terms, scope orand detail of the ~~investor~~compliance ~~would~~program bedepend ~~able~~on tothe ~~reclaim~~types, ~~cash~~size, inscope and complexity of the ~~deposit~~activities ~~accounts~~and ~~above~~business ~~$250,000~~structure of the banking entity.

~~Other~~6 Federal Agencies, Including the SEC and the CFTC, Regulate Certain Activities of the Partnership and General Partner. Regulatory changes other than banking regulations could adversely affect the Partnership by restricting its trading activities and/or increasing the costs or taxes to which the investors are subject. The Dodd-Frank Act, among other things, grants the CFTC and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act, including comprehensive regulation of the OTC derivatives market and certain foreign exchange transactions. The implementation of the Dodd-Frank Act could adversely affect the Partnership by increasing

7The Volcker Rule and Final Rule impose a number of restrictions on Morgan Stanley and its affiliates that could affect the Partnership, the General Partner, and the limited partners. For example, to sponsor and invest in the Partnership, Morgan Stanley believes that it will need to comply with the Final Rule’s “asset management” exemption to the Volcker Rule’s prohibition on sponsoring and investing in covered funds. Under this exemption, investments made by Morgan Stanley (aggregated with certain affiliate and employee investments) in the Partnership will be limited to 3% of the Partnership’s total ownership interests, measured by reference to both number of ownership interests and the fair market value of such ownership interests (“per fund limit”). In addition, total investments in covered funds by Morgan Stanley (aggregated with certain affiliate and employee investments) in reliance on the asset management exception and certain other exemptions are limited to 3% of Morgan Stanley’s tier 1 capital (“aggregate limit”). A change in the tier 1 capital of Morgan Stanley may mean that retention of some or all of the ownership interests in the Partnership by Morgan Stanley or certain of its affiliates and employees would violate the aggregate investment limit. In addition, redemptions from the Partnership, withdrawal or default of an investor in the Partnership, or an excuse or election to not participate in a call for capital contributions by an investor in the Partnership, may cause a violation of the per fund limit by Morgan Stanley. To the extent that the retention of an interest in the Partnership or further investment in the Partnership by Morgan Stanley or certain of its affiliates and employees would result in a violation of either the per fund limit or the aggregate limit, then Morgan Stanley and certain of its affiliates and employees may be required to dispose, transfer or otherwise reduce some or all of its interests in the Partnership or may be prohibited, entirely or partially, from making further investments in the Partnership.

~~Table~~The Final Rule also contains a general prohibition on “covered transactions,” as defined in Section 23A of ~~Contents~~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, or (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. These general prohibitions will restrict certain lending, hedging, and other transactions and relationships between Morgan Stanley affiliates and the Partnership, which will require restructuring of those relationships prior to the end of the applicable conformance period.

~~transaction~~While ~~and/or~~the ~~regulatory~~General ~~compliance~~Partner ~~costs.~~will Inendeavor ~~addition,~~to ~~greater~~minimize ~~regulatory~~the ~~scrutiny~~impact ~~may~~of ~~increase~~ the ~~Partnership’s~~Volcker Rule and the ~~General~~Final ~~Partner’s~~Rule ~~exposure~~on tothe ~~potential liabilities.~~Partnership, ~~Increased~~Morgan ~~regulatory~~Stanley’s ~~oversight~~interests ~~can~~in ~~also~~determining ~~impose~~what ~~administrative~~actions ~~burdens~~to ontake ~~the~~in ~~General~~implementing ~~Partner,~~a ~~including,~~compliance ~~without~~program ~~limitation,~~under ~~responding~~the toVolcker ~~investigations~~Rule ~~and~~may ~~implementing~~conflict ~~new~~with ~~policies~~the ~~and~~interests ~~procedures.~~of Asthe ~~a result~~Partnership, the General Partner~~’s time~~, ~~attention~~ and ~~resources~~the limited partners, all of which may be adversely ~~diverted~~affected ~~from~~by ~~portfolio~~such ~~management activities~~actions.

~~Other~~In ~~potentially~~addition, ~~adverse~~further restrictions and limitations on Morgan Stanley, the Partnership and the General Partner may emerge as additional regulatory guidance and interpretations are provided on the Volcker Rule and Final Rule. To this end, and despite the issuance of the Final Rule, certain aspects of the Volcker Rule remain unclear and ~~initiatives~~susceptible ~~could~~to ~~develop~~alternative ~~suddenly~~interpretations. The foregoing is, thus, not an exhaustive discussion of the potential risks the Volcker Rule poses for Morgan Stanley, the Partnership and ~~without~~the ~~notice~~Limited Partners.

~~The~~Each ~~General~~prospective ~~Partner,~~investor ~~the~~should ~~Partnership~~consult ~~and~~ its ~~Service~~ ~~Providers~~own ~~and~~legal ~~their~~counsel ~~Respective Operations Are Potentially Vulnerable~~ to ~~Cyber-Security~~determine ~~Attacks~~how orit ~~Incidents.~~could ~~Like~~be ~~other business~~impacted ~~enterprises,~~by the ~~use~~Volcker ~~of the internet and other electronic media and technology exposes the General Partner~~Rule, the Final ~~Partnership~~Rule and its service providers, and their respective operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber events”). Cyber events may include, for example, unauthorized access to systems, networks or devices, infection from computer viruses or other ~~malicious~~aspects ~~software code, mishandling or misuse~~ of information and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber events, unintentional cyber events can occur. Unintentional cyber events may include, for example, the ~~inadvertent~~Dodd-Frank release of confidential information, the mishandling or misuse of information and/or technological limitations or hardware failures (in the markets or otherwise) that constrain the Partnership’s ability to gather, process and communicate information efficiently and securely, without interruptionAct.

~~Any~~Assets ~~cyber~~Held ~~event~~in ~~could~~Accounts ~~adversely affect~~at ~~the~~U.S. ~~Partnership’s~~Banks ~~business,~~May ~~financial~~Not ~~condition~~Be orFully ~~results~~Insured. The assets of ~~operations and cause~~ the ~~Fund~~Partnership tothat ~~incur~~are ~~financial~~deposited ~~loss~~with ~~and~~commodity ~~expense,~~brokers asor ~~well~~their asaffiliates ~~face~~may ~~exposure~~be toplaced ~~regulatory~~in ~~penalties~~deposit oraccounts ~~legal~~at ~~claims,~~U.S. ~~reputational~~banks. ~~damage~~The ~~and~~FDIC ~~additional~~insures ~~costs associated~~deposits ~~with~~held ~~corrective~~at ~~measures.~~insured Adepository ~~cyber-security~~institutions ~~breach~~for ~~could~~up ~~also~~to ~~jeopardize a limited partner’s personal~~$250,000 ~~confidential,~~(including principal ~~proprietary~~and oraccrued ~~other~~interest) ~~information~~for ~~processed~~each ~~and~~insurable ~~stored~~capacity in(e.g., ~~and~~individual ~~transmitted through~~accounts, ~~the~~joint ~~general~~accounts, ~~partner’s~~corporate oraccounts, ~~a service provider’s computer systems~~etc.), Athough ~~cyber~~deposits ~~event~~in ~~may~~separate ~~cause~~branches ~~the~~of ~~Partnership~~an orinsured ~~its~~institution ~~service~~are ~~providers~~not toseparately ~~lose~~insured. ~~proprietary~~If ~~information, suffer data corruption, lose operational capacity (such as, for example,~~ the ~~loss~~FDIC ofwere ~~the ability~~ to ~~process~~ ~~transactions,~~become ~~calculate~~receiver ~~the~~of ~~Partnership’s~~insured ~~net~~U.S. ~~asset~~bank ~~value,~~holding ordeposit ~~allow~~accounts ~~investors~~that towere ~~transact~~established ~~business)~~by ~~and/or~~a ~~fail~~commodity tobroker ~~comply~~or ~~with~~one ~~applicable~~of ~~privacy~~its ~~and~~affiliates, ~~other~~then ~~laws.~~it ~~Among~~is ~~other~~uncertain ~~potentially~~whether ~~harmful~~the ~~effects~~commodity broker, ~~cyber~~the ~~events~~affiliate ~~also~~involved, ~~may~~the ~~result in theft~~Partnership, ~~unauthorized~~ ~~monitoring~~or ~~and failures in~~ the ~~physical~~investor ~~infrastructure~~would orbe able ~~operating~~to ~~systems~~reclaim ~~that~~cash ~~support~~in the ~~Partnership~~deposit oraccounts ~~its~~above ~~service providers~~$250,000.

Other Federal Agencies, Including the SEC and the CFTC, Regulate Certain Activities of the Partnership and General Partner. Regulatory changes other than banking regulations could adversely affect the Partnership by restricting its trading activities and/or increasing the costs or taxes to which the investors are subject. The ~~nature~~Dodd-Frank Act, among other things, grants the CFTC and SEC broad rulemaking authority to implement various provisions of ~~malicious~~the ~~cyber~~Dodd-~~attacks~~Frank isAct, ~~becoming~~including ~~increasingly~~comprehensive ~~sophisticated~~regulation of the OTC derivatives market and ~~neither~~certain foreign exchange transactions. The implementation of the ~~General~~Dodd-Frank ~~Partner~~Act ~~nor~~could adversely affect the Partnership by increasing transaction and/or regulatory compliance costs. In addition, greater regulatory scrutiny may increase the Partnership’s and the General Partner’s exposure to potential liabilities. Increased regulatory oversight can ~~control~~also impose administrative burdens on the ~~cyber~~General ~~systems~~Partner, including, without limitation, responding to investigations and ~~cyber-security~~implementing ~~systems~~new ofpolicies and procedures. As a result, the ~~advisor~~General orPartner’s ~~other~~time, ~~third-party~~attention ~~service~~and ~~providers~~resources may be diverted from portfolio management activities.

~~The~~Other ~~General~~potentially ~~Partner~~adverse ~~May~~regulatory ~~Determine~~initiatives tocould ~~Invest~~develop Upsuddenly ~~To All of the Partnership’s Assets in United States Treasury Bills~~ and~~/or~~ ~~Money~~without ~~Market Mutual Fund Securities~~notice. The General Partner has invested a portion, and may determine to invest up to all, of the Partnership’s assets in United States Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates. The Partnership will retain all interest income earned on Treasury bills and money market mutual fund securities purchased.

In7 the event that the General Partner is required to liquidate Treasury bills before they mature, to meet redemption requests or otherwise, the Partnership and/or SECOR Master Fund L.P. may incur a loss on such 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 meet margin requirements and avoid early liquidation of Treasury bills.

~~Although~~The aGeneral ~~money~~Partner, ~~market~~the ~~mutual~~Partnership ~~fund~~and ~~currently~~its ~~seeks~~Service toProviders ~~preserve~~and ~~the~~their Respective ~~value~~Operations ofAre ~~each~~Potentially ofVulnerable ~~its~~to ~~shares~~Cyber-Security atAttacks $1or Incidents.00 ~~per~~Like ~~share,~~other itbusiness ~~is possible~~enterprises, tothe ~~incur~~use ~~losses~~of ~~when~~the ~~investing~~internet inand aother ~~money~~electronic ~~market~~media ~~mutual~~and ~~fund.~~technology Anexposes ~~investment~~the inGeneral aPartner, ~~money~~the ~~market~~Partnership ~~mutual~~and ~~fund~~its service isproviders, ~~not~~and ~~insured~~their orrespective ~~guaranteed~~operations, byto ~~any~~potential ~~government~~risks ~~agency.~~from Acyber-security ~~money~~attacks ~~market~~or ~~mutual~~incidents ~~fund~~(collectively, ~~may~~“cyber ~~experience~~events”). ~~significant~~Cyber ~~pressures~~events ~~from~~may include, ~~among other~~for ~~things~~example, ~~shareholder~~unauthorized access ~~redemptions~~to systems, ~~issuer~~networks ~~credit~~or ~~downgrades~~devices, ~~and~~infection ~~illiquid~~from ~~markets.~~computer ~~There~~viruses ~~have~~or ~~been~~other ~~some~~malicious ~~money~~software ~~market~~code, ~~mutual~~mishandling ~~funds~~or ~~that~~misuse ~~have~~of ~~“broken~~information ~~the~~and ~~buck,”~~attacks which ~~means~~shut ~~that~~down, ~~upon redemption~~disable, ~~investors~~slow inor ~~those~~otherwise ~~funds~~disrupt ~~did~~operations, ~~not~~business ~~receive $1.00~~processes ~~per~~or ~~share~~website access ~~for~~or ~~their investments in those funds~~functionality. ~~Recent~~In ~~rule~~addition ~~amendments~~to ~~adopted~~intentional bycyber ~~the~~events, ~~SEC~~unintentional ~~will~~cyber ~~require~~events ~~certain~~can ~~money~~occur. ~~market~~Unintentional ~~mutual~~cyber ~~funds~~events tomay ~~implement~~include, ~~floating~~for ~~net~~example, ~~asset values in~~ the ~~future~~inadvertent ~~that~~release ~~will~~of ~~not~~confidential ~~preserve~~information, the ~~value~~mishandling ofor ~~each~~misuse of ~~its~~ ~~shares~~information atand/or ~~$1.00~~technological ~~per~~limitations ~~share.~~or ~~The~~hardware ~~implementation~~failures of(in ~~these~~the ~~rule~~markets ~~amendments~~or ~~may~~otherwise) ~~impact~~that constrain the Partnership’s ~~use~~ability ofto ~~these~~gather, ~~money~~process ~~market~~and ~~mutual~~communicate ~~funds~~information ~~for~~efficiently ~~capital~~and ~~preservation~~securely, ~~purposes~~without interruption.

~~Risks~~Any ~~Relating~~cyber event could adversely affect the Partnership’s business, financial condition or results of operations and cause the Partnership to ~~Futures~~incur ~~Interests~~financial ~~Trading~~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 ~~Futures~~general ~~Interests~~partner’s ~~Markets~~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.

~~Futures Interests Trading is Speculative and Volatile.~~ The ~~rapid~~nature ~~fluctuations in the market prices~~ of ~~futures,~~malicious ~~forwards~~cyber-attacks ~~and options make an investment in the Partnership volatile. Volatility~~ is ~~caused~~becoming ~~by,~~increasingly ~~among~~sophisticated ~~other things, changes in supply~~ and ~~demand~~neither ~~relationships;~~the ~~weather;~~General ~~agricultural,~~Partner ~~trade,~~nor ~~fiscal,~~the ~~monetary~~Partnership ~~and~~can ~~exchange~~ control ~~programs;~~the ~~domestic~~cyber ~~and foreign~~systems ~~political~~ and ~~economic~~cyber-security ~~events~~systems ~~and~~of ~~policies;~~the ~~and changes in interest rates. If a~~ Trading ~~Advisor~~Advisors ~~incorrectly~~or ~~predicts~~other ~~the direction of prices in futures, forwards and options, large losses may occur. The Partnership’s performance will be~~third-party ~~volatile~~service ~~on a monthly and an annual basis~~providers. ~~The Partnership could lose all or substantially all of its assets.~~

The ~~Partnership’s~~ ~~Futures~~General ~~Interests~~Partner ~~Trading~~May isDetermine ~~Highly~~to ~~Leveraged~~Invest ~~such~~Up ~~that~~To ~~Small~~All ~~Changes in the Price~~ of the Partnership’s ~~Positions~~Assets ~~May Result~~ in ~~Substantial Losses. Trading Advisors may use substantial leverage in trading the~~United ~~Partnership’s~~States ~~assets.~~Treasury ~~Trading~~Bills ~~futures, forwards~~ and/or ~~options~~Money ~~involves~~Market ~~substantial~~Mutual ~~leverage,~~Fund ~~which could result in immediate and substantial losses~~Securities. ~~Due~~The toGeneral ~~the~~Partner ~~low~~has ~~margin~~invested ~~deposits normally required in trading futures, forwards and options (typically between 2% and 15% of the value of the contract purchased or sold), an extremely high degree of leverage is typical of~~ a ~~futures interests trading account. As a result~~portion, ~~a relatively small price movement in futures, forwards~~ and ~~options~~ may ~~result~~determine into ~~immediate~~invest ~~and~~up ~~substantial losses~~ to ~~the investor. For example~~all, ~~if 10%~~ of the ~~face~~Partnership’s ~~value~~assets ofin aU.S. ~~contract~~Treasury isbills ~~deposited~~and/or asmoney ~~margin~~market ~~for~~mutual ~~that contract~~funds, including amoney ~~10%~~market ~~decrease~~mutual infunds ~~the~~managed ~~value~~by ofMorgan ~~the~~Stanley ~~contract~~or ~~would~~its ~~cause a total loss of the margin deposit~~affiliates. A ~~decrease~~The ofPartnership ~~more~~will ~~than~~retain ~~10%~~all ininterest ~~the~~income ~~value~~earned ofon ~~the~~U.S. ~~contract~~Treasury ~~would~~bills ~~cause~~and amoney ~~loss~~market ~~greater~~mutual ~~than~~fund ~~the~~securities ~~amount of the margin deposit~~purchased.

~~The~~In ~~leverage employed by~~ the ~~Trading~~event ~~Advisors~~that ~~in their trading can vary substantially from month to month. This leverage, expressed as~~ the ~~underlying~~General ~~value~~Partner ofis ~~the~~required ~~Partnership’s positions compared~~ to ~~the~~liquidate ~~average~~U.S. ~~net~~Treasury ~~assets~~bills ofbefore ~~the~~they ~~Partnership~~mature, ~~is anticipated~~ to ~~range~~meet ~~from two times the Partnership’s net assets to ten times the Partnership’s net assets.~~redemption ~~Under~~requests ~~certain~~or ~~conditions~~otherwise, ~~however,~~ the Partnership’s ~~leverage~~may ~~could~~incur ~~exceed~~a ~~(or~~loss beon ~~less than)~~ such ~~range~~U.S. ~~The~~Treasury ~~amount~~bills ofand/or ~~margin~~may ~~required to~~ be ~~deposited~~subject ~~with respect~~ to anadditional ~~individual~~fees ~~futures~~or ~~contract~~other iscosts. ~~determined~~The byGeneral ~~the~~Partner ~~exchange~~will ~~upon~~endeavor ~~which~~to ~~the contract~~maintain issufficient ~~traded~~cash ~~and~~in the ~~commodity~~Partnership’s ~~broker~~accounts atin ~~which~~order ~~the~~to meet ~~position~~margin isrequirements ~~held~~ and ~~may~~avoid beearly ~~changed~~liquidation atof ~~any~~U.S. ~~time~~Treasury bills.

~~Options Trading~~Although ~~Can~~a bemoney ~~More~~market ~~Volatile~~mutual ~~than~~fund currently ~~Futures~~seeks ~~Trading,~~to ~~and~~preserve ~~Purchasing~~the ~~and~~value ~~Writing~~of ~~Options~~each ~~Could~~of ~~Result~~its inshares ~~Trading~~at ~~Losses~~$1. ~~The~~00 ~~Partnership~~per ~~may~~share, ~~trade~~it ~~options~~is onpossible ~~futures.~~to ~~Although~~incur ~~successful~~losses ~~options~~when ~~trading~~investing ~~requires~~in ~~many~~a ofmoney ~~the~~market ~~same~~mutual ~~skills as successful futures trading, the risks are different~~fund. ~~Successful~~An ~~options~~investment ~~trading~~in ~~requires~~ a ~~trader~~money ~~to assess accurately near-term~~ market ~~volatility~~mutual ~~because~~fund ~~that volatility~~ is ~~immediately~~not ~~reflected~~insured inor ~~the~~guaranteed ~~price~~by ofany ~~outstanding options~~government agency. ~~Correct assessment~~A ofmoney market ~~volatility~~mutual ~~can~~fund ~~therefore~~may beexperience ofsignificant ~~much~~pressures ~~greater~~from, ~~significance~~among inother ~~trading~~things, ~~options~~shareholder ~~than~~redemptions, itissuer iscredit indowngrades ~~many~~and ~~long-term~~illiquid ~~futures~~markets. ~~strategies~~There ~~where volatility does not~~ have asbeen ~~great~~some anmoney ~~effect~~market onmutual ~~the~~funds ~~price~~that ofhave a“broken ~~futures contract. Specific market~~the ~~movements~~buck,” ofwhich ~~the~~means ~~commodities~~that, orupon ~~futures~~redemption, ~~contracts~~investors ~~underlying~~in anthose ~~option~~funds ~~cannot~~did ~~accurately~~not bereceive ~~predicted~~$1.00 ~~The~~per ~~purchaser~~share offor antheir ~~option~~investments ~~may~~in ~~lose~~those ~~the~~funds. ~~entire~~Recent ~~premium~~rule ~~paid~~amendments ~~for~~adopted by the ~~option.~~SEC ~~The~~will ~~writer,~~require orcertain ~~seller,~~money ofmarket amutual ~~put~~funds ~~option~~to ~~collects~~implement floating anet ~~premium~~asset ~~and~~values ~~risks losing~~in the ~~difference~~future ~~between~~that ~~the~~will ~~strike~~not ~~price~~preserve ~~and~~ the ~~market~~value ~~price~~ of ~~the~~each ~~underlying~~of ~~commodity~~its orshares ~~futures~~at ~~contract~~$1.00 ~~(less~~per ~~the premium received) if the option buyer exercises its put option~~share. The ~~writer,~~implementation ~~or seller,~~ of athese ~~call~~rule ~~option~~amendments ~~has~~may ~~unlimited~~impact ~~risk. A call option writer collects a premium and risks losing~~ the ~~difference~~Partnership’s ~~between~~use ~~the~~of ~~price~~these itmoney ~~would~~market ~~have~~mutual tofunds ~~pay~~for ~~to obtain the underlying commodity or futures contract and the strike price (less the premium received) if the option buyer exercises its~~capital ~~call~~preservation ~~option~~purposes.

~~Market~~Risks ~~Illiquidity~~Relating ~~May~~to ~~Cause~~Futures ~~Less~~Interests ~~Favorable Trade Prices. Although the~~ Trading ~~Advisors generally will purchase~~ and ~~sell actively-traded contracts where last trade price information and quoted prices are readily available,~~ the ~~price~~Futures atInterests ~~which~~Markets 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.

8Futures Interests Trading is Speculative and Volatile. The rapid fluctuations in the market prices of Futures Interests make an investment in the Partnership volatile. Volatility is caused by, among other things, changes in supply and demand relationships; weather; agricultural, trade, fiscal, monetary and exchange control programs; domestic and foreign political and economic events and policies; and changes in interest rates. If a Trading Advisor incorrectly predicts the direction of prices in Futures Interests, 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.

~~Table~~8 ~~of Contents~~

~~Factors~~The Partnership’s Futures Interests Trading is Highly Leveraged such that Small ~~can~~Changes ~~contribute~~in the Price of the Partnership’s Positions May Result in Substantial Losses. Trading Advisors may use substantial leverage in trading the Partnership’s assets. Trading Futures Interests involves substantial leverage, which could result in immediate and substantial losses. Due to ~~market~~the ~~illiquidity~~low margin deposits normally required in trading Futures Interests (typically between 2% and 15% of the value of the contract purchased or sold), an extremely high degree of leverage is typical of a Futures Interests trading account. As a result, a relatively small price movement in Futures Interests may result in immediate and substantial losses to the investor. For example, if 10% of the face value of a contract is deposited as margin for ~~exchange-traded~~that ~~contracts~~contract, a 10% decrease in the value of the contract would cause a total loss of the margin deposit. A decrease of more than 10% in the value of the contract would cause a loss greater than the amount of the margin ~~include:~~deposit.

•The leverage employed by the Trading Advisors in their 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~~-imposed~~ ~~price~~upon which ~~fluctuation~~the ~~limits;~~contract is traded and the commodity broker at which the position is held and may be changed at any time.

•Options ~~limits~~Trading Can be More Volatile than Futures Trading, and Purchasing and Writing Options Could Result in Trading Losses. The Partnership may trade options on futures. Although successful options trading requires many of the ~~number~~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 ~~speculative~~underlying ~~traders~~an option cannot accurately be predicted. The purchaser of an option may ~~hold~~lose inthe ~~most~~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 ~~markets;~~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 Illiquidity May Cause Less Favorable Trade Prices. Although the Trading Advisors 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 ~~disruptions~~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.

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

~~Since~~• ~~the~~exchange-imposed ~~Trading~~price ~~Advisors~~fluctuation already manage 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.limits;

~~Trading~~• onlimits ~~Foreign Exchanges Presents Greater Risks to the Partnership than Trading~~ on ~~U.S. Exchanges. The Partnership trades on exchanges located outside~~ the ~~United~~number ~~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~~contracts ~~funds, regulation~~speculative oftraders trading practices on the exchanges, prohibitions against trading ahead of customer orders, prohibitions against filling orders off exchanges, prescribed risk disclosure statements, testing and licensing of industry sales personnel and other industry professionals, and recordkeeping requirements, and other requirements and restrictions for the purpose of preventing price manipulation and other disruptions to market integrity, avoiding systemic risk, preventing fraud and promoting innovation, competition and financial integrity of transactions. Trading on foreign exchanges is not regulated by the CFTC or any other U.S. governmental agency or instrumentality and may behold ~~subject~~in tomost ~~regulations~~commodity ~~that~~markets; ~~are different from those to which U.S. exchange trading is subject, may provide less protection to investors than trading on U.S. exchanges,~~ and ~~may be less vigorously enforced than regulations in the U.S.~~

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

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

~~The~~Since ~~rights~~the ofTrading ~~the~~Advisors ~~Partnership~~already inmanage ~~the~~sizable ~~event~~assets ofin the ~~insolvency~~commodity ~~or bankruptcy of a non-U.S. market~~markets, ~~broker~~it oris ~~bank~~possible ~~are likely to differ from rights~~ that the Partnership ~~would~~may encounter ~~have~~illiquid insituations. ~~the~~It ~~United~~is ~~States~~impossible ~~and~~to ~~these~~quantify ~~rights~~the ~~may~~frequency beor ~~more~~magnitude ~~limited~~of ~~than~~these inrisks, ~~the~~however, ~~case~~especially ofbecause ~~failures~~the ofconditions ~~U.S.~~often ~~markets,~~occur ~~brokers or banks~~unexpectedly.

~~Possible~~9 ~~Governmental Intervention~~

~~Generally,~~Trading ~~foreign~~on ~~brokers~~Foreign ~~are~~Exchanges ~~not~~Presents ~~subject~~Greater Risks to the ~~jurisdiction~~Partnership ofthan Trading ~~the~~on ~~CFTC~~U.S. orExchanges. ~~any~~The ~~other~~Partnership trades on exchanges located outside the U.S. ~~regulator~~Trading on U.S. Inexchanges ~~addition~~is subject to CFTC regulation and oversight, ~~the~~including, for example, minimum capital requirements for commodity brokers, ~~Partnership’s~~segregation ~~assets~~of ~~held~~customer ~~outside~~funds, regulation of trading practices on the ~~United~~exchanges, ~~States~~prohibitions toagainst ~~margin~~trading ~~transactions~~ahead onof ~~foreign~~customer orders, prohibitions against filling orders off exchanges, ~~are~~prescribed ~~held~~risk indisclosure ~~accordance~~statements, ~~with~~testing ~~the~~and ~~client~~licensing of ~~assets~~industry ~~protection~~sales ~~regime~~personnel and ~~the~~other ~~insolvency~~industry ~~laws~~professionals, ofand recordkeeping requirements, and other requirements and restrictions for the ~~applicable~~purpose ~~jurisdiction.~~of Apreventing ~~foreign~~price ~~government might~~manipulation ~~halt~~and ~~trading~~other indisruptions ato market integrity, avoiding systemic risk, preventing fraud and~~/or~~ ~~take~~promoting ~~possession~~innovation, ofcompetition ~~the~~and ~~Partnership’s~~financial ~~assets~~integrity ~~maintained~~of intransactions. ~~its~~Trading ~~country~~on inforeign ~~which~~exchanges ~~case~~is not regulated by the ~~assets~~CFTC ~~may~~or ~~never~~any beother ~~recovered~~U.S. ~~The~~governmental ~~General~~agency ~~Partner~~or ~~might~~instrumentality ~~have~~and ~~little~~may orbe nosubject ~~notice~~to regulations that are ~~such~~different ~~events~~from ~~were~~those ~~happening~~to which U.S. ~~In such~~exchange ~~circumstances~~trading is subject, ~~the~~may ~~General~~provide ~~Partner~~less ~~may~~protection ~~not~~to investors than trading on U.S. exchanges, and may be ~~able~~less tovigorously ~~obtain~~enforced ~~the~~than ~~Partnership’s~~regulations ~~assets~~in the U.S.

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

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

~~Exchange~~The rights of the Partnership in the event of the insolvency or bankruptcy of a non-~~Rate~~U.S. ~~Exposure~~market, broker 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, brokers or banks.

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

9Generally, foreign brokers are not subject to the jurisdiction of the CFTC or any other U.S. regulator. In addition, the Partnership’s assets held outside of the U.S. to margin transactions on foreign exchanges are held in accordance with the client assets protection regime and the insolvency laws of the applicable jurisdiction. A foreign government might halt trading in a market and/or take possession of the Partnership’s assets maintained in its country in which case the assets may never be recovered. The General Partner might have little or no notice that such events were happening. In such circumstances, the General Partner may not be able to obtain the Partnership’s assets.

~~Table~~Relatively ofNew ~~Contents~~Markets

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

~~The~~Exchange-Rate ~~Partnership’s~~Exposure 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 held at affiliated foreign brokers would be delayed, perhaps for a significant period of time, and would be subject to additional administrative costs. If, on the other hand, a clearing broker had cleared its customers’ foreign futures and foreign options transactions through unaffiliated foreign brokers, such broker likely would not have failed and the clearing broker’s bankruptcy trustee could have directed the foreign broker to liquidate all of the Partnership’s positions and return the balance to the trustee for distribution to the Partnership.

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

~~The Unregulated Nature of Uncleared Trades in the OTC Markets Creates Counterparty~~ Risks ~~that~~Associated 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~~Affiliates 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 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 is at risk with respect to the creditworthiness and trading practices of MS&Co. as the counterparty to the contracts.

~~Forward~~The ~~Foreign~~Partnership’s ~~Currency~~clearing ~~and~~broker ~~Spot~~may ~~Contracts~~use ~~Historically~~an ~~Were~~affiliate ~~Not~~to ~~Regulated~~carry ~~When Traded Between Certain “Eligible Contract Participants”~~ and ~~Are~~clear ~~Subject~~transactions toon ~~Credit~~foreign ~~Risk~~exchanges. ~~The~~ ~~Partnership~~While ~~may~~the use ~~trade~~of ~~forward~~affiliates ~~contracts~~can inprovide ~~foreign~~certain ~~currencies~~benefits, ~~and~~it ~~may~~can ~~engage~~also inpose ~~spot~~certain ~~commodity~~risks. ~~transactions~~In ~~(transactions~~particular, inif ~~physical~~a ~~commodities).~~clearing ~~These~~broker ~~contracts,~~or ~~unlike futures~~an ~~contracts~~affiliated ~~and~~foreign ~~options~~broker onwere ~~futures~~to fail, ~~historically~~it ~~were~~is ~~not~~likely ~~regulated~~that byall ~~the~~of ~~CFTC~~its ~~when~~affiliated ~~traded~~companies ~~between~~would ~~certain~~fail ~~“eligible~~or ~~contract~~be ~~participants,”~~placed ~~as defined~~ in administration ~~the~~within ~~Commodity~~a ~~Exchange~~relatively ~~Act.~~brief Onperiod ~~July 21,~~of ~~2010,~~time. ~~the~~Each ~~President~~of ~~signed~~these ~~into law~~companies ~~major~~would ~~financial~~be ~~services~~liquidated ~~reform~~in ~~legislation~~accordance inwith the ~~form~~bankruptcy laws of the ~~Dodd-Frank~~local ~~Act~~jurisdiction. ~~The~~Moreover, ~~Dodd-Frank~~return ~~Act~~of ~~includes foreign currency forwards and foreign currency swaps (as such terms are defined in~~ the ~~Dodd-Frank~~Partnership’s ~~Act)~~assets inheld ~~the~~at ~~definition~~affiliated offoreign ~~“swap.”~~brokers ~~The~~would ~~CFTC~~be ~~has~~delayed, ~~been~~perhaps ~~granted~~for ~~authority~~a tosignificant ~~regulate~~period ~~all~~of ~~swaps~~time, ~~but~~and ~~grants~~would ~~the~~be ~~U.S.~~subject ~~Treasury Department the discretion~~ to ~~exempt~~additional ~~foreign~~administrative ~~currency~~costs. ~~forwards~~If, ~~and~~on ~~foreign currency swaps from all aspects of~~ the ~~Dodd-Frank Act~~ other ~~than reporting~~hand, ~~recordkeeping~~a ~~and~~clearing ~~business~~broker ~~conduct~~had ~~rules~~cleared ~~for~~its ~~swap~~customers’ ~~dealers~~foreign futures and ~~major~~foreign ~~swap~~options ~~participants.~~transactions through Inunaffiliated ~~November~~foreign ~~2012~~brokers, ~~Treasury~~such ~~determined~~broker ~~that~~likely ~~those~~would ~~transactions~~not ~~can~~have befailed ~~carved~~and ~~out of~~ the ~~swap~~clearing ~~category,~~broker’s ~~and~~bankruptcy ~~they~~trustee ~~are~~could ~~subject~~have ~~only~~directed to the ~~noted~~foreign ~~categories of~~broker ~~the~~to ~~Dodd-Frank~~liquidate ~~Act~~all ~~requirements.~~of ~~Therefore,~~ the Partnership’s ~~will~~positions ~~not~~and ~~receive~~return the ~~full~~balance ~~benefit~~to the oftrustee ~~CFTC regulation~~ for ~~certain~~distribution ofto ~~their~~the ~~foreign currency trading activities~~Partnership.

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

~~Trading~~10 Swaps Creates Distinctive Risks. The Trading Advisors may trade in certain swaps. Unlike futures and options on futures contracts, most swap contracts currently are not traded on or cleared by an exchange or clearinghouse. The CFTC currently requires only a limited class of swap contracts (certain interest rate and credit default swaps) to be cleared and executed on an exchange or other organized trading platform. In accordance with the Dodd-Frank Act, the CFTC will in the future determine which other classes of swap contracts will be required to be cleared and executed on an exchange or other organized trading platform. Until such time as these transactions are cleared, the Partnership will be subject to a greater risk of counterparty default on its swaps. Because swaps do not generally involve the delivery of underlying assets or principal, the amount payable upon default and early termination is usually calculated by reference to the current market value of the contract. 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.

10The 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 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 is at risk with respect to the creditworthiness and trading practices of MS&Co. as the counterparty to the contracts. See “Trading Swaps Creates Distinctive Risks” below.

~~Table~~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 ~~Contents~~the Dodd-Frank Act. The Dodd-Frank Act includes foreign currency forwards and foreign currency swaps (as such terms are defined in the Dodd-Frank Act) in the definition of “swap.” The CFTC has been granted authority to regulate all swaps, but grants the U.S. Treasury Department the discretion to exempt foreign currency forwards and foreign currency swaps from all aspects of the Dodd-Frank Act other than reporting, recordkeeping and business conduct rules for swap dealers and major swap participants. In November 2012, Treasury determined that those transactions can be carved out of the swap category, and they are subject only to the noted categories of the Dodd-Frank Act requirements. Therefore, the Partnership will not receive the full benefit of CFTC regulation for certain of their foreign currency trading activities.

~~There~~The ~~are~~percentage no limitations on daily price movements in swaps. Speculative position limits are not currently applicable to swaps, but in the future may be applicable for swaps on certain commodities. In addition, participants in the swap markets are not required to make continuous markets in the swaps they trade, and determining a market value for calculation of ~~termination amounts can lead to uncertain results. Trading of swaps has been and will continue to be subject to substantial change under~~ the ~~Dodd-Frank~~Partnership’s ~~Act~~positions 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 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~~expected ~~and/or~~to ~~settled~~constitute orforeign ~~increase~~currency ~~the~~forwards ~~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~~foreign ~~(“SDs”)~~currency ~~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~~can ~~rules~~vary ~~also~~substantially ~~require~~from ~~daily~~month ~~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 ~~all swaps, whether subject to mandatory clearing or not~~month. These include collateral and capital requirements, reporting obligations, speculative position limits for certain swaps, and other regulatory requirements. Swaps which are not offered for clearing by a clearing house will continue to be traded bi-laterally. Such bi-lateral transactions will remain subject to many of the risks discussed in the preceding paragraphs.

~~Non-U~~Trading Swaps Creates Distinctive Risks.S. The Trading ~~depositories~~Advisors may trade in certain swaps. Unlike futures and options on futures contracts, most swap contracts currently are not ~~subject~~traded toon ~~U.S.~~or ~~regulation~~cleared by an exchange or clearinghouse. The ~~Partnership’s~~CFTC ~~assets~~currently ~~held~~requires only a limited class of swap contracts (certain interest rate and credit default swaps) to be cleared by a clearinghouse and executed on an exchange or other organized trading platform. In accordance with the Dodd-Frank Act, the CFTC will in the future determine which other classes of swap contracts will be required to be cleared by a clearinghouse and executed on an exchange or other organized trading platform. Until such time as these ~~depositories~~transactions are cleared, the Partnership will be subject to ~~the~~a greater risk ~~that~~of ~~events~~counterparty default ~~could~~on ~~occur~~its ~~which~~swaps. ~~would~~Because ~~hinder~~swaps ordo ~~prevent~~not generally involve the ~~availability~~delivery of ~~these~~underlying ~~funds~~assets ~~for~~or ~~distribution~~principal, the amount payable upon default and early termination is usually calculated by reference to the current market value of the contract. Swap ~~customers~~dealers ~~including~~and major swap participants require the Partnership~~. Such~~ ~~events~~to deposit initial margin and variation margin as collateral to support the Partnership’s obligation under the swap agreement but may ~~include~~not ~~actions~~themselves provide collateral for the benefit of the Partnership (except to the extent required, beginning September 1, 2016, under the rules finalized by the ~~government~~CFTC ofand the ~~jurisdiction~~prudential inregulators ~~which~~as described below). If the ~~depository~~counterparty isto ~~located~~such ~~including~~a ~~expropriation~~swap defaults, ~~taxation~~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, ~~moratoria~~which ~~and~~would ~~political~~likely orresult ~~diplomatic~~in ~~events~~losses to the Partnership.

~~Implementation~~There ofare ~~Legislation~~no islimitations ~~Not~~on ~~Complete~~daily price movements in swaps. ~~Rules~~Speculative ~~implementing~~position limits are not currently applicable to swaps, but in the ~~Dodd-Frank~~future ~~Act~~may ~~and~~be ~~similar~~applicable ~~legislation~~for swaps on certain commodities. In addition, participants in ~~other countries~~the swap markets are not ~~yet~~required ~~complete.~~to ~~The~~make ~~impact~~continuous ofmarkets ~~future~~in ~~rules~~the onswaps ~~transactions~~they oftrade, ~~the~~and ~~type~~determining ~~undertaken~~a bymarket ~~the~~value for ~~Partnership~~calculation isof ~~not~~termination ~~certain~~amounts can lead to uncertain results.

~~Changes~~Trading inof ~~Regulation~~swaps ofhas ~~Swaps~~been ~~Could~~and ~~Lead~~will continue to ~~Increased~~be subject ~~Costs. As~~to substantial change under the Dodd-Frank Act and related ~~rules~~regulatory action. Under the Dodd-Frank Act, asmany ~~well~~commodity ~~as analogous~~swaps ~~legislation~~may be required to be cleared through central clearing parties and ~~regulations~~executed inon exchanges or other ~~countries~~organized trading platforms. Security-based swaps will be subject to similar requirements. The CFTC and the prudential regulators that oversee swap dealers finalized rules regarding margin for uncleared swaps that imposed certain requirements beginning September 1, 2016 that may adversely impact the manner in which such swaps are ~~implemented~~traded and/or ~~market~~settled ~~infrastructure~~or ~~adapts~~increase the costs of such trades. Uncleared swaps will generally be subject to initial and variation margin requirements which may require the ~~changes~~Partnership to post collateral to swap dealers and collect collateral from swap dealers. Additional regulatory requirements will apply to all swaps, ~~the~~whether ~~cost~~subject ofto ~~engaging~~mandatory inclearing ~~trading~~or ofnot. These include collateral and capital requirements, reporting obligations, speculative position limits for certain swaps, and other ~~products~~regulatory ~~could~~requirements. ~~increase,~~Swaps ~~reducing~~which are not offered for clearing by a clearing house will continue to be traded bi-laterally. Such bi-lateral transactions will remain subject to many of the ~~profits~~risks ~~from~~discussed ~~those~~in ~~trades~~the preceding paragraphs.

~~Central~~11 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 and could affect a large portion of the market.

~~Deregistration of the Commodity Pool Operator or Commodity Trading Advisors Could Disrupt Operations~~Non-U. ~~The General Partner is a registered commodity pool operator and each Trading Advisor is registered with the CFTC as a commodity trading advisor~~S. Ifdepositories ~~the~~are ~~CFTC~~not ~~were~~subject to ~~terminate, suspend,~~U.S. ~~revoke or not renew the registration of the General Partner, the General Partner would withdraw as general partner of the Partnership~~regulation. The ~~limited~~Partnership’s assets ~~partners~~held ~~would~~in ~~then~~these ~~determine~~depositories ~~whether~~are tosubject ~~select a replacement general partner or~~ to ~~dissolve~~ the ~~Partnership.~~risk Ifthat ~~the~~events ~~CFTC~~could ~~were~~occur towhich ~~terminate,~~would ~~suspend,~~hinder ~~revoke~~ or ~~not~~prevent ~~renew~~ the ~~registration~~availability of athese ~~Trading~~funds ~~Advisor,~~for ~~the~~distribution ~~General~~to ~~Partner~~customers ~~would~~including ~~terminate such Trading Advisor’s advisory agreement with~~ the Partnership. ~~The~~Such ~~General~~events ~~Partner~~may ~~could reallocate~~include ~~the~~actions ~~Partnership’s assets managed~~ by the government ~~deregistered~~of ~~Trading~~the ~~Advisor~~jurisdiction toin ~~new~~which ~~trading advisor(s) or terminate~~ the ~~Partnership.~~depository ~~No action~~ is ~~currently~~located ~~pending~~including orexpropriation, ~~threatened~~taxation, ~~against~~moratoria ~~the~~and ~~General~~political ~~Partner~~ or ~~any~~diplomatic ~~of the Trading Advisors~~events.

~~The~~Implementation ~~Partnership is~~of ~~Subject~~Legislation tois ~~Speculative~~Not ~~Position Limits~~Complete. ~~U.S.~~ ~~futures~~Rules ~~exchanges~~implementing ~~have established speculative position limits (referred to as “position limits”) on~~ the ~~maximum net~~Dodd-Frank ~~long~~Act ~~or net short position, which any person or group of persons may hold or control in particular futures~~ and ~~options on~~similar ~~futures. Most~~legislation ~~exchanges also limit the amount of fluctuation~~ in ~~commodity futures contract prices on a single trading day. Therefore, a Trading Advisor may have to modify its trading instructions or reduce the size of its position in~~other ~~one~~countries orare ~~more~~not ~~futures~~yet ~~or options contracts in order to avoid exceeding such position limits, which could adversely affect the profitability of the Partnership~~complete. The ~~futures~~impact ~~exchange may amend or adjust these position limits or the interpretation~~ of ~~how~~future ~~such limits are applied, adversely affecting the profitability of the Partnership. In addition, in October 2011, the CFTC adopted~~ rules ~~governing position limits~~ on ~~futures~~transactions ~~(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 ~~CFTC’s~~type ~~rules~~undertaken ~~were vacated~~ by the ~~United~~Partnership ~~States~~is ~~District Court~~not 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.

11Changes in Regulation of Swaps Could Lead to Increased Costs. As the Dodd-Frank 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.

~~Table~~Central Clearing Parties Could Fail. Central clearing parties are highly capitalized. Cleared transactions are supported by initial and variation margin. As a result, failure of ~~Contents~~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.

~~The~~Deregistration ~~Partnership has~~of ~~Credit Risk to~~ the Commodity ~~Brokers. The~~Pool ~~Partnership~~Operator ~~has~~or ~~credit~~Commodity ~~risk~~Trading ~~because~~Advisors ~~the~~Could ~~commodity~~Disrupt ~~brokers~~Operations. ~~act~~The asGeneral ~~the~~Partner ~~futures~~is ~~commission~~a ~~merchants~~registered ~~for~~commodity ~~futures~~pool ~~transactions~~operator orand ~~the~~each ~~counterparties~~Trading ofAdvisor ~~OTC~~is ~~transactions,~~registered with ~~respect~~the toCFTC ~~most~~as ofa ~~the~~commodity ~~Partnership’s~~trading ~~assets~~advisor. AsIf ~~such, in~~ the ~~event~~CFTC ~~that the~~were ~~commodity brokers are unable~~ to ~~perform~~terminate, suspend, ~~the~~revoke ~~Partnership’s~~or ~~assets~~not ~~are~~renew atthe ~~risk~~registration ~~and,~~of inthe ~~such~~General ~~event~~Partner, the ~~Partnership~~General ~~may~~Partner ~~only~~would ~~recover~~withdraw ~~a portion~~as ofgeneral ~~its~~partner ~~investment~~of orthe ~~nothing at all~~Partnership. ~~Exchange-traded~~The ~~futures~~limited ~~and~~partners ~~futures-styled~~would ~~option contracts~~then ~~are~~determine ~~marked~~whether to ~~market~~select on a ~~daily~~replacement ~~basis,~~general ~~with~~partner ~~variations in value credited~~ or ~~charged~~ to dissolve the Partnership~~’s account on a daily basis~~. ~~The~~If ~~commodity brokers, as futures commission merchants for~~ the ~~Partnership’s~~CFTC ~~exchange-traded contracts,~~were ~~are~~to ~~required~~terminate, ~~pursuant to CFTC regulations~~suspend, torevoke ~~segregate~~or ~~from~~not ~~their~~renew ~~own assets, and for~~ the ~~sole~~registration ~~benefit~~ of ~~their~~a ~~commodity~~Trading ~~customers~~Advisor, ~~all funds held by them with respect to exchange-traded futures and futures-styled options contracts, including an amount equal to~~ the ~~net~~General ~~unrealized~~Partner ~~gain~~would onterminate ~~all~~such ~~open~~Trading ~~futures~~Advisor’s ~~and~~advisory ~~futures-styled~~agreement ~~options contracts. Similar requirements apply~~ with ~~respect~~the ~~to funds held in connection with cleared swap contracts~~Partnership. InThe ~~the~~General ~~event~~Partner ~~of a shortfall in segregated~~could ~~customer~~reallocate ~~funds held by~~ the ~~futures commission merchant, the~~ Partnership’s assets onmanaged ~~account~~by ~~with~~ the ~~futures~~deregistered ~~commission~~Trading ~~merchant~~Advisor ~~may~~to benew attrading ~~risk in the event of the futures commission merchant’~~advisor(s) ~~bankruptcy~~ or ~~insolvency,~~terminate ~~and in such event,~~ the Partnership ~~may only recover a portion of the available customer funds~~. IfNo noaction ~~property~~ is ~~available~~currently ~~for~~pending ~~distribution,~~or ~~the~~threatened ~~Partnership~~against ~~would not recover any of its assets. With respect to~~ the ~~Partnership’s~~General ~~OTC~~Partner 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~~any ~~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. There may also be costs and delays involved in negotiating the ~~custodial~~Trading ~~arrangement and related contractual terms~~Advisors.

~~Risks~~The ~~Relating~~Partnership is Subject to Speculative Position Limits. U.S. futures exchanges have established speculative position limits (referred to as “position limits”) on the maximum net long or net short position, which any person or group of persons may hold or control in particular futures and options on futures. Most exchanges also limit the amount of fluctuation in commodity futures contract prices on a single trading day. Therefore, a Trading ~~Advisors~~Advisor may have to modify its trading instructions or reduce the size of its position in one or more futures or options contracts in order to avoid exceeding such position limits, which could adversely affect the profitability of the Partnership. The futures exchange may amend or adjust these position limits or the interpretation of how such limits are applied, adversely affecting the profitability of the Partnership. In addition, in October 2011, the CFTC adopted rules governing position limits on 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 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. The CFTC re-proposed revised position limits rules late in 2016, and the comment period for the rules closes in February 2017. 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.

~~Since~~12 ~~the future performance of the Trading Advisors is unpredictable, the Trading Advisors’ past performance is not necessarily indicative of future results.~~

~~Reliance~~The onPartnership ~~the~~has ~~Trading~~Credit ~~Advisors~~Risk to ~~Trade~~the ~~Successfully~~Commodity Brokers. The Partnership ~~Trading~~has ~~Advisors~~credit ~~are~~risk ~~responsible~~because ~~for~~the ~~making~~commodity ~~all~~brokers act as the futures, ~~forwards~~commission ~~and~~merchants ~~options~~for ~~trading~~futures ~~decisions~~transactions onor ~~behalf~~the counterparties of OTC transactions, with respect to most of the Partnership’s assets. ~~The~~As ~~General~~such, ~~Partner~~in ~~has~~the noevent ~~control~~that ~~over~~ the ~~specific~~commodity brokers ~~trades~~are unable to perform, the ~~Trading~~Partnership’s ~~Advisors~~assets ~~may~~are ~~make~~at risk and, ~~leverage~~in ~~used~~such event, ~~risks~~the ~~and/~~Partnership may only recover a portion of its investment or nothing at all. Exchange-traded futures and ~~concentrations~~futures-styled ~~assumed~~option contracts are marked to market on a daily basis, with variations in value credited or ~~whether~~charged to the ~~Trading~~Partnership’s ~~Advisors~~account ~~will~~on ~~act~~a indaily ~~accordance~~basis. ~~with~~The commodity brokers, as futures commission merchants for the ~~disclosure~~Partnership’s ~~documents~~exchange-traded orcontracts, ~~descriptive~~are ~~materials~~required, ~~furnished~~pursuant to CFTC regulations, to segregate from their own assets, and for the sole benefit of their commodity customers, all funds held by them with respect to exchange-traded futures and futures-styled options contracts, including an amount equal to the ~~General~~net ~~Partner~~unrealized gain on all open futures and futures-styled options contracts. ~~The~~Similar ~~General~~requirements ~~Partner~~apply ~~can~~with respect ~~provide~~to nofunds ~~assurance~~held ~~that~~in connection with cleared swap contracts. In the ~~trading~~event ~~program employed~~ of a shortfall in segregated customer funds held by the ~~Trading~~futures ~~Advisors~~commission ~~will~~merchant, the Partnership’s assets on account with the futures commission merchant may be at ~~successful.~~risk ~~The~~in ~~Trading~~the ~~Advisors~~event of the futures commission merchant’s bankruptcy or insolvency, and in ~~turn~~such event, ~~are~~the ~~dependent~~Partnership ~~upon~~may ~~the~~only ~~services~~recover a portion of athe ~~limited~~available ~~number~~customer funds. If no property is available for distribution, the Partnership would not recover any of ~~persons~~its assets. With respect to ~~develop~~the ~~and~~Partnership’s ~~refine~~OTC ~~their~~foreign ~~trading~~exchange ~~approaches~~contracts and ~~strategies~~uncleared ~~and~~swaps ~~execute~~with MS&Co. prior to the ~~trading~~implementation of the Dodd-Frank Act’s provisions, there was no requirement to segregate ~~transactions~~funds held with respect to such contracts. The ~~loss~~CFTC ofand the ~~services~~prudential ofregulators ~~any~~that ofoversee ~~the~~swap ~~Trading~~dealers ~~Advisors’~~finalized ~~principals~~rules orregarding ~~key~~margin ~~employees~~for uncleared swaps which imposed certain requirements beginning September 1, 2016 that may adversely impact the manner in which such swaps are traded and/or settled or increase the ~~failure~~costs of ~~those~~such ~~principals~~trades. orUncleared ~~key~~swaps ~~employees~~will generally be subject to ~~function~~initial ~~effectively~~and asvariation amargin ~~team,~~requirements which may ~~have~~require anthe ~~adverse~~Partnership ~~effect~~to onpost ~~the~~collateral ~~Trading~~to ~~Advisors’~~swap ~~ability~~dealers toand ~~manage~~collect ~~their~~collateral ~~trading~~from ~~activities~~swap ~~successfully,~~dealers. orAny initial margin that may ~~cause~~be required to be posted by a ~~Trading~~swap ~~Advisor~~dealer or the Partnership must be segregated and held by an independent third party custodian and cannot be rehypothecated. Variation margin is not required to ~~cease~~be ~~operations~~segregated ~~entirely~~and may be rehypothecated. ~~This,~~There inmay ~~turn,~~also ~~could~~be ~~negatively~~costs ~~affect~~and delays involved in negotiating the ~~Partnership’s~~custodial ~~performance~~arrangement and related contractual terms.

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

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

12Reliance on the Trading Advisors to Trade Successfully. The Trading Advisors are responsible for making all Futures Interests trading decisions on behalf of the Partnership. The General Partner has no control over the specific trades the Trading Advisors may make, leverage used, risks and/or concentrations assumed or whether the Trading Advisors will act in accordance with the disclosure documents or descriptive materials furnished by them to the General Partner. The General Partner can provide no assurance that the trading program employed by the Trading Advisors will be successful. The Trading Advisors, in turn, are dependent upon the services of a limited number of persons to develop and refine their trading approaches and strategies and execute the trading transactions. The loss of the services of any of the Trading Advisors’ principals or key employees, or the failure of those principals or key employees to function effectively as a team, may have an adverse effect on the Trading Advisors’ ability to manage their trading activities successfully, or may cause a Trading Advisor to cease operations entirely. This, in turn, could negatively affect the Partnership’s performance.

~~Table~~Possible Consequences of ~~Contents~~Using Multiple Trading Advisors. Each Trading Advisor makes trading decisions independent of the other Trading Advisors for the Partnership. Thus, it is possible that the Partnership could hold opposite positions in the same or similar Futures Interests, thereby offsetting any potential for profit from these positions. Each such position would cost the Partnership transactional expenses (such as brokerage commissions and National Futures Association (“NFA”) fees) but could not generate any recognized gain or loss. Moreover, the General Partner may reallocate the Partnership’s assets among the current Trading Advisors, terminate one or more or select additional Trading Advisor at any time. Any such reallocation could adversely affect the performance of the Partnership or any one Trading Advisor.

~~You~~Market ~~Will~~Factors ~~Not~~May beAdversely ~~Aware~~Influence ~~of Changes to~~ the Trading Advisors’ Trading Programs. ~~Because~~ ofIn the ~~proprietary~~past, ~~nature~~there ofhave been periods when market conditions have not been favorable to the Trading Advisors’ ~~trading~~respective ~~programs~~strategies, ~~you~~and ~~generally~~such ~~will~~periods may recur. The past performance of such trading strategies is not benecessarily ~~advised~~indicative ifof ~~adjustments~~their ~~are~~future ~~made~~profitability, and no trading program can consistently determine which commodity to trade or when to enter into the trade. Often, the most unprofitable market conditions for the Partnership are those in which prices “whipsaw,” that is, such price moves quickly upward (or downward), then reverses, then moves upward (or downward) again, then reverses again. In such conditions, the Trading Advisors’ ~~trading~~may ~~programs~~establish positions based on incorrectly identifying both the brief upward or downward price movements as trends, whereas in ~~order~~fact no trends sufficient to ~~accommodate~~generate ~~additional~~profits ~~assets under~~develop. ~~management~~Any factor which may lessen the prospect of favorable conditions in the future (such as lack of major price trends or ~~for~~increased ~~any~~governmental ~~other~~control ~~reason~~of, or participation in, the markets) may reduce the Trading Advisors’ ability to trade profitably in the future.

~~The~~13 Trading Advisors May Terminate Their Advisory Agreements. The advisory agreements with the Trading Advisors automatically renew annually unless terminated by the General Partner or the relevant Trading Advisor. In the event an advisory agreement is not renewed, the General Partner may not be able to enter into an arrangement with the relevant Trading Advisor or another trading advisor on terms substantially similar to the previous advisory agreement.

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

~~However,~~The ~~the~~Trading ~~General~~Advisors ~~Partner~~May ~~may~~Terminate ~~elect~~Their toAdvisory ~~replace~~Agreements. ~~a Trading~~The ~~Advisor~~advisory ifagreements itwith ~~has~~the aTrading ~~“loss~~Advisors automatically ~~carry-forward.”~~renew Inannually ~~that~~unless ~~case,~~terminated by the ~~Partnership~~General ~~would~~Partner ~~lose~~or the ~~“free~~relevant ~~ride”~~Trading ofAdvisor. ~~any~~In ~~potential~~the ~~recoupment~~event ofan ~~the~~advisory ~~prior~~agreement ~~losses.~~is Innot ~~addition~~renewed, the ~~new~~General ~~trading~~Partner ~~advisor(s)~~may ~~would~~not ~~earn~~be ~~performance-based compensation~~able onto ~~the~~enter ~~first~~into ~~dollars~~an ofarrangement ~~investment~~with ~~profits. The effect of~~ the ~~replacement~~relevant ~~of,~~Trading Advisor or ~~the~~another ~~reallocation~~trading ofadvisor ~~assets~~on ~~away~~terms ~~from,~~substantially asimilar ~~Trading~~to ~~Advisor~~the ~~therefore~~previous ~~could~~advisory ~~be significant~~agreement.

~~Partnership~~Disadvantages ~~Performance~~of Replacing ~~May~~or BeSwitching ~~Hindered~~Trading byAdvisors. ~~Increased~~The ~~Competition~~Trading ~~for~~Advisors ~~Positions. Assets~~are inrequired ~~managed~~to ~~futures~~recoup ~~have grown~~previous ~~from~~trading anlosses ~~estimated~~before ~~$300~~they ~~million~~can inearn ~~1980~~performance-based ~~to over $327~~compensation.3 ~~billion~~However, asthe ofGeneral ~~December~~Partner ~~31,~~may ~~2015~~elect ~~(source:~~to ~~BarclayHedge,~~replace ~~Ltd.,~~a ~~Fairfield,~~Trading ~~IA).~~Advisor ~~This~~if it has ~~resulted~~a “loss ~~in increased trading competition~~carry-forward.” ~~Since~~In ~~futures~~that ~~are~~case, ~~traded~~the inPartnership anwould ~~auction-like~~lose ~~market,~~ the ~~more competition~~“free ~~there~~ride” isof ~~for~~any ~~some~~potential ~~contracts,~~recoupment of the ~~more~~prior ~~difficult~~losses. itIn isaddition, ~~for~~ the ~~Trading~~new ~~Advisors~~trading toadvisor(s) ~~obtain~~would ~~the~~earn ~~best~~performance-based ~~prices~~compensation ~~for~~on the ~~Partnership~~first dollars of investment profits. The ~~Trading~~effect ~~Advisors~~of ~~are~~the ~~required~~replacement toof, ~~use~~or anthe ~~allocation~~reallocation ~~methodology~~of ~~that~~assets isaway ~~fair~~from, toa ~~all~~Trading ~~customers~~Advisor therefore could be significant.

~~You~~Partnership ~~Will~~Performance ~~Not~~May ~~Have~~Be ~~Access~~Hindered toby ~~the~~Increased ~~Partnership’s~~Competition for Positions. ~~and~~Assets ~~Must~~in ~~Rely~~managed onfutures ~~the~~have ~~General~~grown from ~~Partner~~an toestimated ~~Monitor~~$300 million ~~the~~in ~~Trading Advisors~~1980 to approximately $339.7 Asbillion aas ~~limited~~of ~~partner~~December 31, ~~you~~2016 ~~will~~(source: ~~not~~BarclayHedge, ~~have~~Ltd., ~~access~~Fairfield, toIA). ~~the~~This ~~Partnership’s~~has ~~trade~~resulted ~~positions~~in increased trading competition. ~~Consequently,~~Since ~~you~~futures ~~will~~are ~~not~~traded ~~know~~in ~~whether~~an auction-like market, the ~~Trading~~more ~~Advisors~~competition ~~are~~there ~~adhering~~is tofor some contracts, the ~~Partnership’s~~more ~~trading~~difficult ~~policies~~it ~~and~~is ~~must~~for ~~rely~~the onTrading Advisors to obtain the ~~ability~~ ofbest prices for the ~~General~~Partnership. ~~Partner~~The Trading Advisors are required to ~~monitor~~use ~~trading~~an allocation ~~and~~methodology ~~protect~~that ~~your~~is ~~investment~~fair to all customers.

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

You ~~May~~Will Not Have ~~Tax~~Access ~~Liability~~to ~~Attributable To Your Interest in~~ the Partnership’s ~~Even~~Positions ~~If You Have Received No Distributions~~ and Must ~~Redeemed~~Rely Noon ~~Units and Even if~~ the ~~Partnership~~General ~~Generated~~Partner ato ~~Loss. If~~Monitor the ~~Partnership~~Trading ~~has~~Advisors. ~~profit~~As ~~for~~ a ~~taxable~~limited ~~year~~partner, ~~the~~you ~~profit~~ will ~~be includible in your taxable income, whether or~~ not ~~cash~~have oraccess ~~other property is actually distributed~~ to ~~you by~~ the Partnership.’s ~~The~~trade ~~General~~positions. ~~Partner~~Consequently, ~~presently~~you ~~does~~will not ~~intend~~know towhether ~~make any distributions from~~ the ~~Partnership.~~Trading ~~Accordingly,~~Advisors itare isadhering ~~anticipated~~to ~~that U.S. federal income taxes on your allocable share of~~ the Partnership’s ~~profits~~trading ~~will~~policies ~~exceed~~and ~~the amount of distributions to you, if any, for a taxable year, so that you~~ must berely ~~prepared~~on tothe ~~fund~~ability ~~any tax liability from redemptions~~ of ~~Units or other sources. In addition,~~ the ~~Partnership~~General ~~may~~Partner ~~have~~to ~~capital~~monitor ~~losses from~~ trading ~~activities~~and ~~that~~protect ~~cannot be~~your ~~deducted against the Partnership’s ordinary income (e~~investment.~~g.,~~ ~~interest income, periodic net swap payments) so that you may have to pay taxes on ordinary income even if the Partnership generates a net loss.~~

~~The~~Taxation ~~Partnership’s~~Risks Tax Returns Could be Audited. The Internal Revenue Service (“IRS”) could audit the Partnership’s U.S. federal income tax returns. If an audit results in an adjustment to the Partnership’s tax return, limited partners in the Partnership could be required to file amended returns and pay additional tax. Pursuant to new legislation effective for tax years beginning on or after January 1, 2018, audits of the Partnership generally will be conducted at the Partnership level and any adjustment that results in additional tax (including interest and penalties thereon) will be assessed and collected at 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 year subject to audit. Therefore, unless the Partnership elects otherwise, the Partnership may be directly responsible in the current taxable year for the income tax liability resulting from an audit adjustment that relates to a prior taxable year in which a current limited partner did not own an interest in the Fund or in which the 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.

You ~~Will~~May ~~Recognize Short-Term~~Have ~~Capital~~Tax ~~Gain. Profits~~Liability onAttributable ~~futures~~To ~~contracts~~Your ~~traded~~Interest in ~~regulated~~the ~~U.S.~~Partnership Even If You Have Received No Distributions and Redeemed ~~some~~No ~~foreign~~Units ~~exchanges~~and Even if the Partnership Generated a Loss. If the Partnership has profit for a taxable year, ~~foreign~~the ~~currency~~profit ~~contracts~~will ~~traded~~be includible in your taxable income, whether or not cash or other property is actually distributed to you by the Partnership. ~~interbank~~The ~~market~~General Partner presently does not intend to make any distributions from the Partnership. Accordingly, ~~and~~it is anticipated that U.S. ~~and~~federal ~~some~~income ~~foreign~~taxes ~~exchange-traded~~on ~~options~~your onallocable ~~commodities~~share ~~are generally~~of ~~taxed~~the asPartnership’s ~~short-term~~profits ~~capital~~will ~~gain~~exceed the amount of distributions to ~~the~~you, ~~extent~~if ofany, ~~40%~~for ofa ~~gains~~taxable ~~with~~year, ~~respect~~so tothat ~~section~~you ~~1256~~must ~~contracts~~be ~~and~~prepared atto ~~least~~fund ~~50%~~any tax liability from redemptions of ~~the~~Units ~~gain~~or ~~arising~~other ~~from~~sources. aIn ~~mixed~~addition, ~~straddle~~the ~~account~~Partnership ~~and~~may ~~are~~have ~~currently~~capital ~~taxed~~losses atfrom atrading ~~maximum~~activities ~~marginal~~that cannot be deducted against the Partnership’s ordinary Uincome (e.Sg., ~~federal~~ interest income, ~~tax~~periodic ~~rate~~net ofswap 39payments) so that you may have to pay taxes on ordinary income even if the Partnership generates a net loss.~~6%.~~

The ~~IRS~~Partnership’s Tax Returns Could ~~Take~~be ~~the~~Audited. ~~Position~~The ~~that~~Internal ~~Deductions~~Revenue ~~for~~Service ~~Certain~~(“IRS”) ~~Partnership~~could ~~Expenses~~audit ~~Are~~the ~~Subject To~~Partnership’s ~~Various~~U.S. ~~Limitations~~federal income tax returns. ~~Non-corporate~~ ~~taxpayers~~If ~~are~~an ~~subject~~audit results in an adjustment to ~~certain~~the ~~limitations~~Partnership’s ~~for~~tax ~~deductions~~return, ~~for~~limited ~~“investment~~partners ~~advisory~~in ~~expenses”~~the ~~for~~Partnership Ucould be required to file amended returns and pay additional tax.S. ~~federal~~Pursuant ~~income~~to new legislation effective for tax years beginning on or after January 1, 2018, audits of the Partnership generally will be conducted at the Partnership level and ~~alternative~~any ~~minimum~~adjustment that results in additional tax ~~purposes.~~(including ~~The~~interest ~~IRS~~and ~~could~~penalties thereon) ~~argue~~will ~~that~~be ~~certain~~assessed and collected at the Partnership ~~expenses~~level ~~are~~in ~~investment~~the ~~advisory~~current ~~expenses~~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 year subject to audit. ~~Prospective~~Therefore, ~~investors~~unless ~~should~~the ~~discuss~~Partnership ~~with~~elects ~~their~~otherwise, ~~tax~~the ~~advisors~~Partnership may be directly responsible in the current taxable year for the income tax ~~consequences~~liability ofresulting from an ~~investment~~audit adjustment that relates to a prior taxable year in which a current limited partner did not own an interest in the Partnership or in which the 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.

13You Will Recognize Short-Term Capital Gain. Profits on futures contracts traded in regulated U.S. and some foreign exchanges, foreign currency contracts traded in the interbank market, and U.S. and some foreign exchange-traded options on commodities are generally taxed as short-term capital gain to the extent of 40% of gains with respect to section 1256 contracts and at least 50% of the gain arising from a mixed straddle account and are currently taxed at a maximum marginal ordinary U.S. federal income tax rate of 39.6%.

~~Table~~14 ~~of Contents~~

~~Tax~~The ~~Laws~~IRS Could Take the Position that Deductions for Certain Partnership Expenses Are Subject To ~~Change~~Various atLimitations. ~~Any~~Non-corporate ~~Time~~taxpayers are subject to certain limitations for deductions for “investment advisory expenses” for U.S. ~~Tax~~federal ~~laws~~income tax and ~~court~~alternative ~~and~~minimum ~~IRS interpretations~~tax ~~thereof~~purposes. ~~are~~The ~~subject~~IRS tocould argue ~~change~~that atcertain ~~any~~Partnership ~~time,~~expenses ~~possibly~~are ~~with~~investment ~~retroactive~~advisory ~~effect~~expenses. Prospective investors ~~are~~should ~~urged~~discuss towith ~~discuss~~their ~~scheduled~~tax ~~and~~advisors ~~potential~~the tax ~~law~~consequences ~~changes~~of ~~with~~an ~~their~~investment ~~tax~~in ~~advisors~~the Partnership.

~~Non-U.S.~~Tax ~~Investors~~Laws ~~May~~Are ~~Face~~Subject ~~Exchange~~To ~~Rate~~Change ~~Risk~~at ~~and~~Any ~~Local~~Time. Tax ~~Consequences. Non-U.S.~~laws ~~investors~~and ~~should~~court ~~note~~and ~~that Units~~IRS ~~are~~interpretations ~~denominated~~thereof inare ~~U.S.~~subject ~~dollars~~to ~~and~~change ~~that~~at any ~~changes~~time, inpossibly ~~rates~~with ofretroactive ~~exchange~~effect. ~~between~~Prospective ~~currencies~~investors ~~may~~are ~~cause~~urged ~~the value of their investment~~ to ~~decrease~~discuss orscheduled toand ~~increase.~~potential ~~Non-U.S.~~tax ~~investors~~law ~~should~~changes ~~consult~~with their ~~own~~ tax advisors ~~concerning the applicable U~~.S. ~~and foreign tax implications of this investment.~~

~~Item 1B~~Non-U. ~~UNRESOLVED~~S. ~~STAFF~~Investors May Face Exchange Rate Risk and Local Tax Consequences. Non-U.S. investors should note that Units ~~COMMENTS~~are denominated in U.S. dollars and that changes in rates of exchange between currencies may cause the value of their investment to decrease or to increase. Non-U.S. investors should consult their own tax advisors concerning the applicable U.S. and foreign tax implications of this investment.

~~Not~~Item ~~applicable~~1B. Unresolved Staff Comments.

~~Item 2~~Not applicable. ~~PROPERTIES~~

~~The~~Item ~~Partnership’s executive and administrative offices are located within the offices of the General Partner~~2. ~~The General Partner’s offices utilized by the Partnership are located at 522 Fifth Avenue, New York, NY 10036~~Properties.

~~Item 3~~The Partnership’s executive and administrative offices are located within the offices of the General Partner. ~~LEGAL~~ ~~PROCEEDINGS~~The General Partner’s offices utilized by the Partnership are located at 522 Fifth Avenue, New York, NY 10036.

~~This~~Item ~~section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which MS&Co~~3. orLegal ~~its subsidiaries is a party or to which any of their property is subject~~Proceedings. ~~There are no material legal proceedings pending against the Partnership or the General Partner.~~

OnThis ~~June 1~~section describes the major pending legal proceedings, ~~2011~~other than ordinary routine litigation incidental to the business, to ~~Morgan~~which ~~Stanley~~ MS& Co. ~~Incorporated~~or ~~converted~~its ~~from~~subsidiaries is a ~~Delaware~~party ~~corporation~~or to awhich ~~Delaware~~any ~~limited~~of ~~liability company.~~their Asproperty ais ~~result~~subject. ofThere ~~that~~are ~~conversion,~~no ~~Morgan~~material ~~Stanley &~~legal ~~Co.~~proceedings ~~Incorporated~~pending isagainst ~~now~~the ~~named~~Partnership ~~Morgan~~or ~~Stanley &~~the ~~Co.~~General ~~LLC (“MS&Co~~Partner.~~”).~~

~~MS&Co.~~On isJune 1, ~~a wholly-owned~~2011, ~~indirect subsidiary of~~ Morgan Stanley, & ~~a Delaware holding company~~Co. ~~Morgan~~Incorporated ~~Stanley~~converted ~~files~~from ~~periodic~~a ~~reports~~Delaware ~~with the~~corporation ~~Securities~~to ~~and~~a ~~Exchange~~Delaware ~~Commission~~limited liability ~~(the~~company. ~~“SEC”)~~As asa ~~required~~result ~~by the Exchange Act, which include current descriptions~~ of ~~material~~that ~~litigation and material proceedings and investigations~~conversion, ~~if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning~~ Morgan Stanley ~~and its subsidiaries, including MS~~ & Co. AsIncorporated ais ~~consolidated~~now ~~subsidiary~~named of Morgan Stanley~~, MS~~ & Co. ~~does~~LLC ~~not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the~~ (“~~Legal Proceedings~~MS&Co.” ~~section of Morgan Stanley’s SEC 10-K filings for 2015, 2014, 2013, 2012 and 2011~~).

InMS&Co. ~~addition~~is toa ~~the~~wholly-owned, ~~matters~~indirect ~~described~~subsidiary inof ~~those~~Morgan ~~filings~~Stanley, ina ~~the~~Delaware ~~normal~~holding ~~course~~company. ofMorgan ~~business,~~Stanley ~~each~~files ofperiodic reports ~~Morgan~~with ~~Stanley~~the ~~and~~SEC ~~MS&Co.~~as ~~has~~required ~~been~~by ~~named, from~~the ~~time~~Securities toExchange ~~time~~Act of 1934, as aamended ~~defendant~~(the in“Exchange ~~various~~Act”), ~~legal~~which ~~actions,~~include ~~including~~current ~~arbitrations,~~descriptions ~~class~~of ~~actions,~~material litigation and ~~other~~material ~~litigation~~proceedings and investigations, ~~arising~~if inany, ~~connection~~by ~~with~~governmental ~~its~~and/or regulatory ~~activities~~agencies asor aself-regulatory ~~global~~organizations ~~diversified~~concerning ~~financial~~Morgan ~~services~~Stanley ~~institution~~and its subsidiaries, including MS&Co. ~~Certain~~As ofa ~~the~~consolidated ~~legal~~subsidiary ~~actions include~~of ~~claims~~Morgan ~~for~~Stanley, ~~substantial~~MS&Co. ~~compensatory~~does ~~and/or~~not ~~punitive~~file ~~damages~~its orown ~~claims~~periodic ~~for~~reports ~~indeterminate~~with ~~amounts~~the ofSEC ~~damages.~~that ~~Each~~contain descriptions of ~~Morgan~~material ~~Stanley~~litigation, proceedings and ~~MS&Co~~investigations. isAs ~~also~~a ~~involved~~result, ~~from~~we ~~time~~refer you to ~~time,~~the in“Legal ~~investigations~~Proceedings” ~~and~~section ~~proceedings~~of byMorgan ~~governmental~~Stanley’s ~~and/or regulatory~~SEC ~~agencies~~10-K orfilings ~~self-regulatory~~for ~~organizations~~2016, ~~certain~~2015, of2014, ~~which~~2013, and ~~may~~2012. ~~result~~In inaddition, ~~adverse~~MS&Co. ~~judgments,~~annually ~~fines~~prepares oran ~~penalties.~~Audited ~~The~~Consolidated ~~number~~Statements of ~~these~~Financial ~~investigations~~Condition ~~and~~(“Audited ~~proceedings~~Financial ~~has~~Statement”) ~~increased~~that inis ~~recent~~publicly ~~years~~available ~~with~~on ~~regard~~Morgan toStanley’s ~~many~~website ~~financial~~at ~~services~~www.morganstanley.com. We refer ~~institutions,~~you ~~including~~to ~~Morgan~~the ~~Stanley~~“Commitments, Guarantees and Contingencies—Contingencies—Legal” section in MS&Co.’s 2016 Audited Financial Statement.

In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and MS&Co. has isbeen named, from time to time, as a ~~Delaware~~defendant ~~limited~~in ~~liability~~various ~~company~~legal actions, including arbitrations, class actions, and other litigation, arising in connection with its ~~main~~activities ~~business~~as ~~office~~a global diversified financial services institution. Certain of the ~~located~~legal atactions ~~1585~~include ~~Broadway,~~claims ~~New~~for ~~York,~~substantial ~~New~~compensatory ~~York~~and/or ~~10036~~punitive damages or claims for indeterminate amounts of damages. ~~Among~~Each ~~other~~of ~~registrations~~Morgan Stanley and ~~memberships,~~ MS&Co. is ~~registered~~also asinvolved, afrom ~~futures~~time ~~commission~~to ~~merchant~~time, in investigations and isproceedings aby governmental ~~member~~and/or regulatory agencies or self-regulatory organizations, certain of ~~the~~which ~~National~~may ~~Futures~~result ~~Association~~in adverse judgments, fines or penalties. The number of these investigations and proceedings has increased in recent years with regard to many financial services institutions, including Morgan Stanley and MS&Co.

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

~~MS&Co.~~15 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.

14Regulatory and Governmental Matters

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

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

In ~~May~~ October 2014, the ~~California~~ Illinois Attorney General’s Office (“~~CAAG~~ILAG”), ~~which~~sent isa ~~one~~letter ofto ~~the~~MS&Co. ~~members~~alleging ~~of the RMBS Working Group, indicated~~ that ~~it has made certain preliminary conclusions that~~ MS&Co. ~~made knowing and material misrepresentations regarding RMBS and that it~~ knowingly ~~caused~~made ~~material~~ misrepresentations related to beRMBS ~~made~~purchased ~~regarding~~by ~~the~~certain ~~Cheyne~~pension ~~SIV,~~funds ~~which~~affiliated ~~issued~~with ~~securities marketed to~~ the ~~California~~State ~~Public~~of ~~Employees~~Illinois ~~Retirement~~and ~~System.~~demanding ~~The CAAG has further indicated~~ that ~~it believes~~ MS&Co.’s ~~conduct~~pay ~~violated~~ILAG ~~California~~approximately ~~law and that it may seek treble damages, penalties and injunctive relief~~$88 million. MS&Co. ~~does not agree with these conclusions~~ and ~~has~~ILAG ~~presented~~reached ~~defenses~~an toagreement ~~them~~ to resolve the ~~CAAG~~matter on February 10, 2016.

InOn ~~October~~January ~~2014~~13, 2015, the ~~Illinois~~New York Attorney General’s Office (“~~ILAG~~NYAG”), ~~sent~~which is also a ~~letter~~member of the RMBS Working Group, indicated that it intended to file a lawsuit related to approximately 30 subprime securitizations sponsored by MS&Co. ~~alleging~~NYAG indicated that the lawsuit would allege that MS&Co. ~~knowingly~~ ~~made~~misrepresented ~~misrepresentations~~or omitted material information related to ~~RMBS~~the ~~purchased~~due bydiligence, ~~certain~~underwriting ~~pension~~and ~~funds~~valuation ~~affiliated~~of ~~with~~the loans in the ~~State~~securitizations ofand ~~Illinois~~the properties securing them and ~~demanding~~indicated that ~~MS&Co.~~its ~~pay~~lawsuit ~~ILAG~~would ~~approximately~~be ~~$88~~brought ~~million~~under the Martin Act. MS&Co. and ~~ILAG~~NYAG reached an agreement to resolve the matter on February 10, 2016.

On ~~January~~June 135, ~~2015~~2012, MS&Co. consented to and became the ~~New~~subject ~~York~~of ~~Attorney~~an ~~General’s~~Order ~~Office~~Instituting Proceedings Pursuant to Sections 6(~~“NYAG”~~c) and 6(d) of the Commodity Exchange Act, ~~which~~as isamended, ~~also~~Making Findings and Imposing Remedial Sanctions by The Commodity Futures Trading aCommission ~~member~~(CFTC) ofto resolve allegations related to the ~~RMBS~~failure ~~Working~~of ~~Group,~~a ~~indicated~~salesperson to comply with exchange rules that itprohibit ~~intends~~off-exchange tofutures ~~file~~transactions aunless ~~lawsuit~~there ~~related~~is toan ~~approximately~~Exchange 30for ~~subprime~~Related ~~securitizations~~Position (“EFRP”). ~~sponsored~~Specifically, bythe CFTC found that from April 2008 through October 2009, MS&Co. ~~NYAG~~violated ~~indicated~~Section ~~that~~4c(a) of the ~~lawsuit~~Commodity ~~would~~Exchange ~~allege~~Act, as amended (the “CEA”) and CFTC Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position. In addition, the CFTC found that MS&Co. ~~misrepresented~~violated orCFTC ~~omitted material~~Regulation ~~information~~166.3 ~~related~~by failing to supervise the ~~due~~handling ~~diligence,~~of ~~underwriting~~the trades at issue and failing ~~valuation~~to have adequate policies and procedures designed to detect and deter the violations of the ~~loans~~CEA inand CFTC Regulations. Without admitting or denying the ~~securitizations~~underlying allegations and without adjudication of any issue of law or fact, MS&Co. accepted and consented to entry of findings and the ~~properties~~imposition ~~securing~~of ~~them~~a cease and ~~indicated~~desist ~~that~~order, ~~its~~a ~~lawsuit~~fine ~~would~~of be$5,000,000, ~~brought~~and ~~under~~undertakings ~~the~~related ~~Martin~~to ~~Act~~public statements, cooperation and payment of the fine. MS&Co. ~~and~~entered ~~NYAG~~into ~~reached~~corresponding anand related ~~agreement~~settlements towith ~~resolved~~the CME and CBOT in which the ~~matter~~CME onfound ~~February 10~~that MS&Co. violated CME Rules 432.Q and 538 and fined MS&Co. $750,000 ~~2016~~and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

On ~~June~~July 523, ~~2012~~2014, ~~MS&Co. consented to and became~~ the ~~subject~~SEC ofapproved ~~an Order~~a ~~Instituting~~settlement ~~Proceedings~~by ~~Pursuant~~MS&Co. ~~to Sections 6(c)~~ and ~~6(d)~~certain ofaffiliates ~~the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by The Commodity Futures Trading Commission (“CFTC”)~~ to resolve ~~allegations~~an investigation related to ~~the~~certain ~~failure~~subprime ofRMBS ~~a salesperson to comply with exchange rules that prohibit off-exchange futures~~ transactions ~~unless~~sponsored ~~there~~and isunderwritten anby ~~Exchange~~those ~~for~~entities ~~Related~~in ~~Position (“EFRP”)~~2007. Pursuant ~~Specifically,~~to the ~~CFTC found that from April 2008 through October 2009~~settlement, MS&Co. ~~violated Section 4c(a) of the Commodity Exchange Act~~ and ~~CFTC~~certain ~~Regulation~~affiliates ~~1.38~~were bycharged ~~executing,~~with ~~processing~~violating ~~and~~Sections ~~reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange~~ 17(~~“CME”~~a) ~~and Chicago Board of Trade~~ (~~“CBOT”~~2) ~~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.~~17(a)(3) ~~by failing to supervise the handling~~ of the ~~trades~~Securities atAct ~~issue and failing to have adequate policies and procedures designed to detect and deter the violations~~ of ~~the Commodity Exchange Act~~1933, as amended, ~~and CFTC Regulations. Without admitting or denying~~ (the ~~underlying~~“Securities ~~allegations and without adjudication of any issue of law or fact~~Act”), ~~MS&Co.~~agreed ~~accepted and consented~~ to ~~entry~~pay ofdisgorgement ~~findings~~ and ~~the~~penalties ~~imposition~~in ofan aamount ~~cease and desist order, a fine~~ of $~~5,000,000,~~275 million and ~~undertakings related~~neither toadmitted ~~public~~nor ~~statements,~~denied ~~cooperation and payment of~~ the ~~fine.~~SEC’s ~~MS&Co~~findings. entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co. violated CME Rules 432.Q and 538 and fined MS&Co. $750,000 and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

On ~~July~~April 2321, ~~2014~~2015, the ~~U.S.~~ ~~Securities~~Chicago ~~and~~Board Options Exchange, ~~Commission~~Incorporated (“~~SEC~~CBOE”) ~~approved~~and athe ~~settlement~~CBOE byFutures Exchange, LLC (“CFE”) filed statements of charges against MS&Co. ~~and~~in ~~certain~~connection ~~affiliates~~with totrading ~~resolve~~by anone ~~investigation~~of ~~related~~MS&Co.’s toformer ~~certain~~traders ~~subprime~~of ~~RMBS~~EEM ~~transactions~~options ~~sponsored~~contracts ~~and~~that ~~underwritten~~allegedly bydisrupted ~~those~~the ~~entities~~final insettlement price of the November 2012 VXEM ~~2007~~futures. ~~Pursuant~~CBOE toalleged ~~the~~that ~~settlement,~~ MS&Co. ~~and~~violated ~~certain~~CBOE ~~affiliates~~Rules ~~were~~4.1, ~~charged~~4.2 ~~with~~and ~~violating~~4.7, Sections 179(a)~~(2)~~ and 1710(ab)~~(3)~~ of the ~~Securities~~Exchange Act, ~~agreed~~and toRule ~~pay~~10b-5 ~~disgorgement~~thereunder. CFE ~~and~~alleged ~~penalties~~that inMS&Co. anviolated ~~amount~~CFE ofRules ~~$275~~608, 609 ~~million~~ and ~~neither~~620. The ~~admitted~~matters ~~nor denied~~were ~~the~~resolved ~~SEC’s~~on June 28, 2016 without any findings of fraud.

On ~~April~~June 2118, 2015, MS&Co. ~~the~~entered ~~Chicago~~into ~~Board~~a ~~Options~~settlement ~~Exchange,~~with ~~Incorporated~~the ~~(“CBOE”)~~SEC and ~~the~~paid ~~CBOE Futures~~a ~~Exchange,~~fine ~~LLC~~of ~~(“CFE”)~~$500,000 ~~filed~~as ~~statements~~part of ~~charges~~the ~~against~~MCDC ~~MS&Co.~~Initiative into ~~connection~~resolve ~~with~~allegations ~~trading~~that ~~by one of~~ MS&Co.’s ~~former~~failed ~~traders~~to ofform ~~EEM~~a ~~options~~reasonable ~~contracts~~basis ~~that~~through ~~allegedly~~adequate ~~disrupted~~due ~~the~~diligence ~~final~~for ~~settlement~~believing ~~price~~the oftruthfulness of the ~~November 2012~~assertions ~~VXEM~~by ~~futures. CBOE~~issuers ~~alleged that MS&Co. violated CBOE Rules 4.1, 4.2~~ and/or ~~4.7,~~obligors ~~Sections~~regarding ~~9(a)~~their ~~and~~compliance ~~10(b)~~with ofprevious ~~the~~continuing ~~Securities~~disclosure ~~Exchange~~undertakings ~~Act~~pursuant ofto ~~1934, and~~ Rule ~~10b~~15c2-512 ~~thereunder. CFE~~in ~~alleged~~connection ~~that~~with offerings in which MS&Co. ~~violated~~acted ~~CFE~~as ~~Rules 608, 609 and~~senior ~~620. Both~~or ~~matters~~sole ~~are ongoing~~underwriter.

On16 June 18, 2015, MS&Co. entered into a settlement with the SEC and paid a fine of $500,000 as part of the MCDC Initiative to resolve allegations that MS&Co. failed to form a reasonable basis through adequate due diligence for believing the truthfulness of the assertions by issuers and/or obligors regarding their compliance with previous continuing disclosure undertakings pursuant to Rule 15c2-12 in connection with offerings in which MS&Co. acted as senior or sole underwriter.

15On August 6, 2015, MS&Co. consented to and became the subject of an order by the CFTC to resolve allegations that MS&Co. violated CFTC Regulation 22.9(a) by failing to hold sufficient US Dollars in cleared swap segregated accounts in the United States to meet all US Dollar obligations to cleared swaps customers. Specifically, the CFTC found that while MS&Co. at all times held sufficient funds in segregation to cover its obligations to its customers, on certain days during 2013 and 2014, it held currencies, such as euros, instead of US dollars, to meet its US dollar obligations. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to have in place adequate procedures to ensure that it complied with CFTC Regulation 22.9(a). Without admitting or denying the findings or conclusions and without adjudication of any issue of law or fact, MS&Co. accepted and consented to the entry of findings, the imposition of a cease and desist order, a civil monetary penalty of $300,000, and undertakings related to public statements, cooperation, and payment of the monetary penalty.

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

OnCivil ~~August 6, 2015, MS&Co. consented to and became the subject of an order by the CFTC to~~Litigation resolve allegations that MS&Co. violated CFTC Regulation 22.9(a) by failing to hold sufficient US Dollars in cleared swap segregated accounts in the United States to meet all US Dollar obligations to cleared swaps customers. Specifically, the CFTC found that while MS&Co. at all times held sufficient funds in segregation to cover its obligations to its customers, on certain days during 2013 and 2014, it held currencies, such as euros, instead of US dollars, to meet its US dollar obligations. In addition, the CFTC found that MS&Co. violated 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.

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

On ~~December~~October 2315, ~~2009~~2010, the Federal Home Loan Bank of ~~Seattle~~Chicago filed a complaint against MS&Co. and ~~another~~other defendants ~~defendant~~ in the ~~Superior~~ Circuit Court of the State of ~~Washington~~Illinois, styled Federal Home Loan Bank of ~~Seattle~~ Chicago v. ~~Morgan Stanley~~ &Bank ~~Co.~~of ~~Inc.,~~America Funding Corporation et al. ~~The~~ A corrected amended complaint, was filed on ~~September~~April 288, ~~2010~~2011, which alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a ~~certain~~number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. ~~The~~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 $~~233~~ 203 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. ByThe ~~orders~~defendants ~~dated June~~filed ~~23,~~a ~~2011 and July 18, 2011, the court denied defendants’ omnibus~~ motion to dismiss ~~plaintiff’s~~the corrected amended complaint ~~and~~ on ~~August~~ 15May 27, 2011, ~~the~~which ~~court~~was denied ~~MS&Co.’s~~on ~~individual~~September 19, ~~motion to dismiss the amended complaint~~2012. On ~~March~~December 713, 2013, the court ~~granted~~entered ~~defendants’~~an ~~motion~~order todismissing ~~strike~~all ~~plaintiff’s~~claims ~~demand~~related ~~for~~to aone ~~jury~~of ~~trial~~the securitizations at issue. ~~The~~After ~~defendants’~~that ~~joint~~dismissal, ~~motions~~the ~~for~~remaining ~~partial~~amount ~~summary~~of ~~judgment~~certificates ~~were~~allegedly ~~denied~~issued onby ~~November 9,~~MS&Co. ~~2015~~or sold to plaintiff by MS&Co.At was approximately $78 million. At December 25, ~~2015~~2016, 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. believes it could incur a loss in this action up to the difference between the $46 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.

On17 March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raises claims under both the federal securities laws and California law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On August 11, 2011, plaintiff’s federal securities law claims were dismissed with prejudice. On February 9, 2012, defendants’ demurrers with respect to all other claims were overruled. On December 20, 2013, plaintiff’s negligent misrepresentation claims were dismissed with prejudice. At December 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $59 million, and the certificates had incurred actual losses of approximately $1 million. Based on currently available information, MS&Co. believes it could incur a loss for this action up to 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., 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 ~~July~~April 1520, ~~2010~~2011, ~~China~~the ~~Development~~Federal ~~Industrial~~Home Loan Bank ~~(“CDIB”)~~of Boston filed a complaint against MS&Co., and other defendants in the Superior Court of the Commonwealth of Massachusetts styled ~~China~~Federal ~~Development~~Home ~~Industrial~~Loan Bank of Boston v. ~~Morgan~~Ally ~~Stanley &~~Financial, CoInc. ~~Incorporated~~F/K/A GMAC LLC et al. An amended complaint was filed on June 29, ~~which~~2012 isand alleges ~~pending~~that defendants made untrue statements and material omissions in the ~~Supreme~~sale ~~Court~~to plaintiff of ~~the~~certain ~~State~~mortgage ofpass-through ~~New~~certificates ~~York,~~backed ~~New~~by ~~York~~securitization ~~County~~trusts ~~(“Supreme~~containing ~~Court~~residential ofmortgage ~~NY”)~~loans. The total amount of certificates ~~complaint~~allegedly ~~relates~~issued by MS&Co. or sold to aplaintiff by MS&Co. was approximately $~~275~~385 million. ~~credit~~The ~~default~~amended ~~swap~~complaint ~~referencing~~raises claims under the ~~super~~Massachusetts ~~senior~~Uniform ~~portion~~Securities ofAct, the ~~STACK~~Massachusetts ~~2006-1~~Consumer ~~CDO.~~Protection ~~The~~Act ~~complaint~~and ~~asserts~~common ~~claims~~law ~~for~~and seeks, ~~common~~among ~~law~~other ~~fraud~~things, ~~fraudulent~~to ~~inducement~~rescind ~~and~~the ~~fraudulent~~plaintiff’s ~~concealment~~purchase ~~and~~of ~~alleges~~such ~~that MS&Co~~certificates. ~~misrepresented~~On May 26, 2011, defendants removed the ~~risks~~case ofto the ~~STACK~~United ~~2006-1~~States ~~CDO~~District toCourt ~~CDIB,~~for ~~and~~the ~~that~~District ~~MS&Co~~of Massachusetts. ~~knew~~The ~~that~~defendants’ ~~the~~motions ~~assets~~to dismiss ~~backing~~ the ~~CDO~~amended complaint were ofgranted ~~poor~~in ~~quality~~part ~~when~~and itdenied ~~entered~~in ~~into~~part ~~the~~on ~~credit~~September 30, ~~default~~2013. ~~swap~~On ~~with~~November 25, ~~CDIB.~~2013, ~~The~~July 16, ~~complaint~~2014, ~~seeks~~and ~~compensatory~~May 19, ~~damages related~~2015, torespectively, the ~~approximately~~plaintiff ~~$228~~voluntarily ~~million~~dismissed ~~that~~its ~~CDIB~~claims ~~alleges~~against itMS&Co. with ~~has~~respect ~~already~~to ~~lost~~three ~~under~~of the ~~credit~~securitizations ~~default~~at ~~swap~~issue. After these voluntary dismissals, ~~rescission~~the remaining amount of ~~CDIB’s~~certificates ~~obligation~~allegedly issued by MS&Co. or sold to ~~pay~~plaintiff anby ~~additional~~MS&Co. was approximately $12332 million,. ~~punitive~~At ~~damages~~December 25, 2016, ~~equitable~~the ~~relief,~~current ~~fees~~unpaid ~~and~~balance ~~costs.~~of the mortgage pass-through certificates at issue in this action was approximately $51 ~~On February 28~~million, ~~2011,~~and the ~~court~~certificates ~~denied~~had ~~MS&Co.’s~~not ~~motion~~yet toincurred ~~dismiss~~actual ~~the complaint~~losses. Based on currently available information, MS&Co. believes it could incur a loss ofin this action up to ~~approximately~~the ~~$240~~difference between the $51 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.

16On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff currently at issue in this action was approximately $644 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss the complaint. MS&Co. perfected its appeal from that decision on June 12, 2015. At December 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $247 million, and the certificates had incurred actual losses of approximately $86 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $247 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.

~~Table~~On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of ~~Contents~~NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $132 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 26, 2015, MS&Co. perfected its appeal from the court’s October 29, 2014 decision. On August 11, 2016, the Appellate Division, First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At December 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $25 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $25 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 ~~October~~ April 151, ~~2010~~2016, the ~~Federal~~California ~~Home~~Attorney ~~Loan~~General’s ~~Bank~~Office offiled ~~Chicago~~an ~~filed~~action ~~a complaint~~ against MS&Co. ~~and~~in ~~other~~California ~~defendants~~state ~~in the Circuit~~court ~~Court~~styled ofCalifornia ~~the~~v. ~~State~~Morgan ~~of Illinois~~Stanley, ~~styled~~et ~~Federal~~al., ~~Home~~on ~~Loan~~behalf ~~Bank~~ of ~~Chicago v. Bank~~ ofCalifornia ~~America~~investors, ~~Funding~~including ~~Corporation et~~the ~~al.~~California APublic Employees’ ~~corrected~~Retirement ~~amended~~System ~~complaint was~~and ~~filed~~the onCalifornia ~~April 8,~~Teachers’ ~~2011~~Retirement System. The ~~corrected amended~~ complaint alleges that ~~defendants~~MS&Co. made ~~untrue~~misrepresentations ~~statements~~ and ~~material~~ omissions inregarding ~~the~~residential ~~sale to plaintiff of a number of~~ mortgage ~~pass~~-~~through certificates~~ backed bysecurities ~~securitization trusts containing residential mortgage loans~~ and ~~asserts~~notes ~~claims~~issued ~~under Illinois law. The total amount of certificates allegedly sold to plaintiff~~ by ~~MS&Co. at issue in~~ the ~~action~~Cheyne ~~was approximately $203 million. The complaint seeks~~SIV, ~~among~~and ~~other~~asserts ~~things, to~~violations ~~rescind the plaintiff’s purchase~~ of ~~such~~the ~~certificates.~~California ~~The~~False ~~defendants~~Claims ~~filed~~Act aand ~~motion~~other tostate ~~dismiss~~laws ~~the~~and ~~corrected~~seeks ~~amended~~treble ~~complaint~~damages, oncivil ~~May 27~~penalties, ~~2011~~disgorgement, ~~which~~and ~~was~~injunctive ~~denied~~relief. onOn September 1930, ~~2012. On December 13~~2016, ~~2013,~~ the court ~~entered~~granted ~~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.’s ordemurrer, ~~sold~~with toleave ~~plaintiff by MS&Co. was~~to ~~approximately $78 million~~replead. AtOn ~~December~~October 2521, ~~2015~~2016, the ~~current~~California ~~unpaid~~Attorney ~~balance~~General offiled ~~the~~an ~~mortgage~~amended ~~pass-through~~complaint. ~~certificates~~On ~~at issue in this action was approximately $51 million~~January 25, ~~and the certificates had not yet incurred actual losses. Based on currently available information~~2017, ~~MS&Co. believes it could incur a loss in this action up to~~ the ~~difference~~court ~~between~~denied ~~the $51 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against~~ MS&Co.,’s ~~plus~~demurrer ~~pre-~~with ~~and~~respect ~~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~~amended ~~prior to a judgment~~complaint.

On18 April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $385 million. The amended complaint raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On May 26, 2011, defendants removed the case to the United States District Court for the District of Massachusetts. The defendants’ motions to dismiss the amended complaint were granted in part and denied in part on September 30, 2013. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. At 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 May 3,~~Settled ~~2013,~~Civil ~~plaintiffs~~Litigation in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff currently at issue in this action was approximately $644 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss the complaint. MS&Co. perfected its appeal from that decision on June 12, 2015. At 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.

On ~~May~~August 1725, ~~2013~~2008, ~~plaintiff~~MS&Co. and two ratings agencies were named as defendants in ~~IKB~~a ~~International~~purported Sclass action related to securities issued by a structured investment vehicle called Cheyne Finance PLC and Cheyne Finance LLC (together, the “Cheyne SIV”).A. inThe ~~Liquidation~~case was styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley & Co. Inc., et al. ~~filed~~The a complaint ~~against MS&Co.~~alleged, ~~and~~among ~~certain~~other ~~affiliates~~things, inthat the ~~Supreme~~ratings ~~Court~~assigned ofto ~~NY.~~the ~~The~~securities ~~complaint~~issued ~~alleges~~by ~~that~~the ~~defendants~~Cheyne ~~made~~SIV ~~material~~were ~~misrepresentations~~false and ~~omissions~~misleading, inincluding because the ~~sale~~ratings todid ~~plaintiff~~not ofaccurately ~~certain~~reflect ~~mortgage~~the ~~pass-through~~risks ~~certificates~~associated ~~backed~~with bythe subprime ~~securitization~~RMBS ~~trusts containing~~held ~~residential~~by ~~mortgage~~the ~~loans~~Cheyne SIV. The ~~total~~plaintiffs ~~amount~~asserted allegations of ~~certificates~~aiding ~~allegedly~~and ~~sponsored,~~abetting ~~underwritten~~fraud and~~/or~~ ~~sold~~negligent bymisrepresentation ~~MS&Co.~~relating to ~~plaintiff was~~ approximately $~~132~~852 million. ~~The~~of ~~complaint~~securities ~~alleges~~issued ~~causes~~by ofthe ~~action~~Cheyne ~~against MS&Co~~SIV. ~~for common~~On ~~law~~April 24, ~~fraud~~2013, ~~fraudulent~~the parties ~~concealment,~~reached ~~aiding~~an ~~and~~agreement ~~abetting~~to ~~fraud~~settle the case, and ~~negligent~~on ~~misrepresentation~~April 26, ~~and~~2013, the court dismissed the action with prejudice.

17On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On January 23, 2017, the parties reached an agreement to settle the litigation.

~~Table~~On March 15, 2010, the Federal Home Loan Bank of ~~Contents~~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.

~~seeks, among other things, compensatory and punitive damages.~~ On ~~October~~March 2915, ~~2014~~2010, the ~~court~~Federal ~~granted~~Home inLoan ~~part~~Bank ~~and~~of ~~denied~~San inFrancisco ~~part~~filed a complaint against MS&Co.’s ~~motion~~and toother ~~dismiss.~~defendants in the ~~All~~Superior ~~claims~~Court ~~regarding~~of ~~four certificates~~the ~~were~~State ~~dismissed.~~of ~~After~~California ~~these~~styled ~~dismissals,~~Federal ~~the~~Home ~~remaining~~Loan ~~amount~~Bank of ~~certificates~~San Francisco v. ~~allegedly~~Deutsche ~~issued~~Bank bySecurities ~~MS&Co~~Inc. et ~~or sold to plaintiff by MS&Co~~al. ~~was~~An ~~approximately~~amended ~~$116~~complaint, ~~million.~~filed Onon ~~August~~June 2610, ~~2015~~ 2010, ~~MS&Co.~~alleges ~~perfected~~that ~~its~~defendants ~~appeal~~made ~~from the~~untrue ~~court’s~~statements ~~October 29,~~and ~~2014~~material ~~decision.~~omissions Atin ~~December 25,~~connection ~~2015,~~with the ~~current~~sale ~~unpaid~~to ~~balance~~plaintiff of certain ~~the~~ mortgage pass-through certificates atbacked ~~issue~~by insecuritization ~~this~~trusts ~~action~~containing ~~was~~residential ~~approximately~~mortgage ~~$28~~loans. ~~million,~~The ~~and the certificates had incurred actual losses~~amount of ~~$58~~certificates ~~million.~~allegedly ~~Based~~sold onto ~~currently~~plaintiff ~~available~~by ~~information,~~ MS&Co. ~~believes~~was itapproximately ~~could~~$276 million. ~~incur~~The acomplaint ~~loss~~raises inclaims ~~this~~under ~~action~~both ~~up to~~ the ~~difference~~federal ~~between~~securities ~~the~~laws ~~$28~~and ~~million~~California ~~unpaid~~law ~~balance of these certificates (plus any losses incurred)~~ and ~~their~~seeks, ~~fair~~among ~~market value~~other atthings, to rescind the plaintiff’s ~~time~~purchase of asuch ~~judgment against MS&Co~~certificates., On ~~or upon sale~~December 21, ~~plus pre- and post-judgment interest~~2016, ~~fees~~the ~~and~~parties ~~costs.~~reached ~~MS&Co.~~an ~~may~~agreement ~~be entitled~~ to besettle ~~indemnified for some of these losses and to an offset for interest received by~~ the ~~plaintiff prior to a judgment~~litigation.

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

On ~~August~~October 25, ~~2008~~2010, MS&Co., certain affiliates and ~~two~~Pinnacle ~~ratings~~Performance ~~agencies~~Limited, a special purpose vehicle (“SPV”), were named as defendants in a purported class action ~~related~~in tothe ~~securities~~United ~~issued by~~States aDistrict ~~structured~~Court ~~investment~~for ~~vehicle~~the ~~called~~Southern ~~Cheyne~~District ~~Finance~~of ~~PLC~~New ~~and~~York ~~Cheyne Finance LLC~~ (~~together, the~~ “~~Cheyne SIV~~SDNY”)., ~~The case was~~ styled ~~Abu~~Ge ~~Dhabi Commercial Bank~~Dandong, et al. v. ~~Morgan~~Pinnacle ~~Stanley &~~Performance CoLtd. ~~Inc.~~, et al. ~~The~~On January 31, ~~complaint alleged~~2014, ~~among~~ ~~other~~the ~~things,~~plaintiffs ~~that~~in the ~~ratings~~action, ~~assigned~~which related to ~~the~~ securities issued by the ~~Cheyne~~SPV ~~SIV~~in ~~were false and misleading~~Singapore, ~~including~~filed ~~because~~a ~~the~~second ~~ratings~~amended ~~did~~complaint, ~~not~~which ~~accurately~~asserted ~~reflect~~common ~~the~~law ~~risks~~claims ~~associated~~of ~~with~~fraud, ~~the~~aiding ~~subprime~~and ~~RMBS~~abetting ~~held~~fraud, byfraudulent ~~the~~inducement, ~~Cheyne SIV. The plaintiffs asserted allegations of~~ aiding and abetting ~~fraud~~fraudulent inducement, and ~~negligent~~breach ~~misrepresentation~~of ~~relating~~the toimplied ~~approximately~~covenant ~~$852 million~~ of ~~securities~~good ~~issued~~faith byand ~~the~~fair ~~Cheyne SIV~~dealing. On ~~April~~July 2417, ~~2013~~2014, the parties reached an agreement to settle the ~~case~~litigation, ~~and~~ onwhich ~~April 26,~~received ~~2013,~~final ~~the~~ court ~~dismissed~~approval ~~the~~on ~~action~~July 2, ~~with prejudice~~2015. ~~The settlement does not cover certain claims that were previously dismissed.~~

On ~~March~~July 155, ~~2010~~2011, ~~the~~Allstate ~~Federal~~Insurance ~~Home~~Company ~~Loan~~and ~~Bank~~certain of ~~San~~its ~~Francisco~~affiliated entities filed a complaint against MS&Co. ~~and other defendants~~ in the ~~Superior~~ Supreme Court of ~~the~~NY, ~~State of California~~ styled ~~Federal~~Allstate ~~Home~~Insurance ~~Loan~~Company, ~~Bank~~et ofal. ~~San Francisco~~ v. ~~Credit~~Morgan ~~Suisse Securities (USA) LLC~~Stanley, et al. An amended complaint was filed on ~~June~~September 109, ~~2010~~2011, ~~alleged~~and alleges that the defendants made untrue statements and material omissions in ~~connection with~~ the sale to ~~plaintiff~~the plaintiffs of a ~~number~~certain of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued and/or sold to ~~plaintiff~~the plaintiffs by MS&Co. was approximately $~~704~~ 104 million. The complaint raised common law claims ~~under~~of ~~both~~fraud, ~~the~~fraudulent ~~federal~~inducement, ~~securities~~aiding ~~laws~~and abetting fraud, and ~~California~~negligent ~~law~~misrepresentation and ~~sought~~seeks, among other things, to ~~rescind~~ compensatory and/or recessionary damages associated with the ~~plaintiff~~plaintiffs’s ~~purchase~~purchases of such certificates. On January 2616, 2015, ~~as a result of a settlement with certain other defendants,~~ the ~~plaintiff~~parties ~~requested~~reached ~~and~~an ~~the~~agreement ~~court~~to ~~subsequently~~settle ~~entered a dismissal with prejudice of certain of~~ the ~~plaintiff’s claims, including all remaining claims against MS&Co~~litigation.

On19 July 9, 2010 and February 11, 2011, Cambridge Place Investment Management Inc. filed two separate complaints against MS&Co. and/or its affiliates and other defendants in the Superior Court of the Commonwealth of Massachusetts, both styled Cambridge Place Investment Management Inc. v. Morgan Stanley & Co., Inc., et al. The complaints asserted claims on behalf of certain clients of plaintiff’s affiliates and allege that defendants made untrue statements and material omissions in the sale of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. and/or its affiliates or sold to plaintiff’s affiliates’ clients by MS&Co. and/or its affiliates in the two matters was approximately $263 million. On February 11, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

On ~~October~~July 2518, ~~2010~~2011, ~~MS&Co.,~~the ~~certain~~Western ~~affiliates~~ and ~~Pinnacle~~Southern ~~Performance~~Life ~~Limited,~~Insurance aCompany ~~special purpose vehicle (“SPV”), were~~and ~~named~~certain asaffiliated ~~defendants~~companies infiled a ~~purported~~complaint against ~~class~~MS&Co. ~~action~~and inother defendants in the ~~United States District~~ Court ~~for~~of ~~the~~Common ~~Southern~~Pleas ~~District~~in ofOhio, ~~New~~styled ~~York~~Western ~~(“SDNY”),~~and ~~styled~~Southern GeLife ~~Dandong~~Insurance Company, et al. v. ~~Pinnacle~~Morgan ~~Performance~~Stanley ~~Ltd~~Mortgage Capital Inc., et al. ~~On January~~ ~~31,~~An ~~2014,~~amended ~~the~~complaint ~~plaintiffs~~was ~~in the~~filed ~~action~~on April 2, ~~which~~2012 ~~related~~and toalleges ~~securities~~that ~~issued~~defendants bymade ~~the~~untrue ~~SPV~~statements inand ~~Singapore,~~material ~~filed~~omissions ain ~~second~~the ~~amended~~sale ~~complaint,~~to ~~which~~plaintiffs ~~asserted common law claims~~ of ~~fraud,~~certain ~~aiding~~mortgage ~~and~~pass-through ~~abetting~~certificates ~~fraud,~~backed ~~fraudulent~~by ~~inducement,~~securitization ~~aiding~~trusts containing ~~and~~residential ~~abetting~~mortgage ~~fraudulent~~loans. ~~inducement,~~The ~~and breach~~amount of the ~~implied~~certificates ~~covenant~~allegedly ofsold ~~good~~to ~~faith~~plaintiffs ~~and~~by ~~fair dealing~~MS&Co. was approximately $153 million. On ~~July~~June 178, ~~2014~~2015, the parties reached an agreement to settle the litigation~~, which received final court approval on July 2, 2015~~.

On ~~July~~September 52, 2011, ~~Allstate~~the ~~Insurance~~Federal ~~Company~~Housing ~~and~~Finance ~~certain~~Agency of(“FHFA”), ~~its~~as ~~affiliated~~conservator ~~entities~~for Fannie Mae and Freddie Mac, filed a17 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 ~~Allstate~~Housing ~~Insurance~~Finance ~~Company~~Agency, etas ~~al.~~Conservator v. Morgan Stanley, et al. AnThe ~~amended~~ complaint ~~was filed on September 9, 2011, and~~ alleges that ~~the~~ defendants made untrue statements and material omissions in connection with the sale to ~~the~~Fannie ~~plaintiffs~~Mae and Freddie Mac of ~~certain~~ residential mortgage pass-through certificates ~~backed~~with byan ~~securitization~~original ~~trusts~~unpaid ~~containing~~balance ~~residential~~of ~~mortgage~~approximately ~~loans~~$11 billion. The ~~total~~complaint ~~amount~~raised ofclaims ~~certificates~~under ~~allegedly~~federal ~~issued~~and state securities laws and~~/or~~ ~~sold~~common tolaw ~~the~~and ~~plaintiffs~~seeks, byamong ~~MS&Co.~~other ~~was~~things, ~~approximately~~rescission ~~$104~~and ~~million.~~compensatory ~~The~~and punitive ~~complaint~~damages. On ~~raised~~February 7, ~~common~~2014, ~~law~~the ~~claims~~parties ofentered ~~fraud,~~into ~~fraudulent~~an ~~inducement,~~agreement ~~aiding~~to ~~and~~settle ~~abetting~~the ~~fraud~~litigation. On February 20, ~~and~~2014, ~~negligent~~the court dismissed the action.

18On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten, and/or sold by MS&Co. was approximately $758 million. The amended complaint raised common law claims of fraud, fraudulent inducement, and aiding and abetting fraud and seeks, among other things, rescission, compensatory, and/or rescissionary damages, as well as punitive damages, associated with the plaintiffs’ purchases of such certificates. On April 11, 2014, the parties entered into a settlement agreement.

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

In re Morgan Stanley Mortgage Pass-Through Certificates Litigation, which had been pending in the ~~misrepresentation~~SDNY, ~~and~~was ~~seeks~~a putative class action involving allegations that, among other things, ~~compensatory~~the registration statements and~~/or~~ ~~recessionary~~offering ~~damages~~documents ~~associated~~related ~~with~~to the ~~plaintiffs’~~offerings ~~purchases~~ of ~~such~~certain ~~certificates.~~mortgage Onpass-through ~~March 15,~~certificates ~~2013, the court denied~~ in ~~substantial~~2006 ~~part~~and ~~the~~2007 ~~defendants’~~contained ~~motion~~false toand misleading ~~dismiss~~information concerning the ~~amended~~pools ~~complaint,~~of ~~which~~residential ~~order~~loans ~~MS&Co.~~that ~~appealed~~backed onthese ~~April 11, 2013~~securitizations. On ~~May~~December 318, ~~2013~~2014, ~~MS&Co.~~the ~~filed~~parties’ ~~its~~agreement ~~answer~~ to settle the ~~amended~~litigation ~~complaint.~~received Onfinal ~~January~~court approval, and on December 1619, ~~2015~~2014, the ~~parties~~court ~~reached~~entered an ~~agreement~~order todismissing ~~settle~~ the ~~litigation~~action.

On ~~July~~November 184, 2011, the ~~Western~~Federal ~~and~~Deposit ~~Southern~~Insurance ~~Life~~Corporation (“FDIC”), ~~Insurance~~as ~~Company~~receiver ~~and~~for ~~certain affiliated~~Franklin ~~companies~~Bank S.S.B, filed atwo ~~complaint~~ complaints against MS&Co. ~~and other defendants~~ in the District Court of ~~Common~~the ~~Pleas~~State inof ~~Ohio,~~Texas. ~~styled~~Each ~~Western~~was ~~and~~styled ~~Southern~~Federal ~~Life~~Deposit Insurance ~~Company,~~Corporation etas ~~al.~~Receiver v.for ~~Morgan~~Franklin ~~Stanley~~Bank, ~~Mortgage Capital Inc~~S.,S.B ~~et al~~v. An ~~amended~~Morgan ~~complaint~~Stanley & ~~was~~Company ~~filed~~LLC onF/K/A ~~April~~Morgan Stanley 2,& ~~2012~~Co. Inc. and ~~alleges~~alleged that ~~defendants~~MS&Co. made untrue statements 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 amount of ~~the~~ certificates allegedly underwritten and sold to ~~plaintiffs~~plaintiff by MS&Co. in these cases was approximately $~~153~~67 million and $35 million, respectively. On ~~June~~July 82, 2015, the parties reached an agreement to settle the litigation.

On ~~September~~February 214, ~~2011~~2013, ~~the Federal Housing Finance Agency (“FHFA”), as conservator for Fannie Mae and Freddie Mac, filed 17~~ ~~complaints~~Bank ~~against~~Hapoalim ~~numerous financial services companies, including MS&Co~~B. ~~and certain affiliates~~M. Afiled a complaint against MS&Co. and certain affiliates ~~and other defendants was filed~~ in the Supreme Court of NY, styled ~~Federal~~Bank ~~Housing~~Hapoalim ~~Finance Agency,~~B.M. ~~as Conservator~~ v. Morgan Stanley et al. The complaint alleges that defendants made ~~untrue~~material ~~statements~~misrepresentations and ~~material~~ omissions in ~~connection with~~ the sale to ~~Fannie~~plaintiff ~~Mae and Freddie Mac~~ of ~~residential~~ certain mortgage pass-through certificates ~~with an~~backed ~~original~~by ~~unpaid~~securitization ~~balance~~trusts ofcontaining ~~approximately~~residential ~~$11~~mortgage ~~billion~~loans. The ~~complaint~~total ~~raised~~amount ~~claims~~of ~~under~~certificates ~~federal~~allegedly ~~and~~sponsored, ~~state~~underwritten ~~securities laws~~ and/or ~~common~~sold ~~law~~by ~~and~~MS&Co. to ~~seeks,~~plaintiff ~~among~~was ~~other~~approximately ~~things, rescission and compensatory and punitive damages~~$141 million. On ~~February~~July 728, ~~2014~~ 2015, the parties ~~entered~~reached ~~into~~ an agreement to settle the litigation., Onand ~~February~~on August 2012, ~~2014~~2015, the ~~court~~plaintiff ~~dismissed~~filed ~~the~~a ~~action~~stipulation of discontinuance with prejudice.

~~On April 25,~~20 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten, and/or sold by MS&Co. was approximately $758 million. The amended complaint raised common law claims of fraud, fraudulent inducement, and aiding and abetting fraud and seeks, among other things, rescission, compensatory, and/or rescissionary damages, as well as punitive damages, associated with the plaintiffs’ purchases of such certificates. On April 11, 2014, the parties entered into a settlement agreement.

On ~~April~~September 2523, ~~2012~~2013, ~~The~~the ~~Prudential~~plaintiff ~~Insurance~~in ~~Company~~National ofCredit ~~America~~Union Administration ~~and~~Board ~~certain~~v. ~~affiliates~~Morgan Stanley & Co. Inc., et al. 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~~SDNY. ~~v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint.~~ The ~~amended~~ complaint alleged that defendants made untrue statements ~~and~~of material ~~omissions~~fact inor ~~connection~~omitted ~~with~~to state material facts in the sale to ~~plaintiffs~~the plaintiff of certain mortgage pass-through certificates ~~backed~~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 $1417 million.~~073~~ ~~billion.~~ The ~~amended~~ complaint ~~raises~~alleged ~~claims~~violations ~~under the New Jersey Uniform Securities Law, as well as common law claims~~ of ~~negligent misrepresentation,~~federal ~~fraud,~~and ~~fraudulent~~various ~~inducement,~~state ~~equitable~~securities ~~fraud,~~laws ~~aiding~~ and ~~abetting fraud~~sought, ~~and~~among ~~violations~~other ~~of the New Jersey RICO statute~~things, rescissionary and ~~includes~~compensatory ~~a claim for treble~~ damages. On ~~January~~November 823, ~~2016~~ 2015, the parties reached an agreement to settle the ~~litigation~~matter.

InOn reSeptember 16, ~~Morgan~~2014, ~~Stanley~~the ~~Mortgage~~Virginia ~~Pass-Through~~Attorney General’s ~~Certificates~~Office ~~Litigation~~filed a civil lawsuit, ~~which~~styled ~~had~~Commonwealth ~~been~~of ~~pending~~Virginia inex ~~the~~rel. ~~SDNY,~~Integra ~~was~~REC aLLC ~~putative class~~v. ~~action~~Barclays ~~involving~~Capital ~~allegations~~Inc., ~~that~~et al., ~~among~~against ~~other~~MS&Co. ~~things,~~and ~~the~~several ~~registration~~other ~~statements~~defendants ~~and~~in ~~offering~~the ~~documents~~Circuit ~~related~~Court toof the ~~offerings~~City of ~~certain~~Richmond ~~mortgage~~related ~~pass-through~~to RMBS. ~~certificates~~The inlawsuit ~~2006~~alleged that MS&Co. and ~~2007~~the ~~contained~~other ~~false~~defendants knowingly made misrepresentations and ~~misleading~~omissions ~~information concerning~~related to the ~~pools~~loans ofbacking ~~residential~~RMBS ~~loans~~purchased ~~that~~by ~~backed~~the ~~these~~Virginia ~~securitizations~~Retirement System. OnThe ~~December 18,~~complaint ~~2014,~~asserts claims under the ~~parties’~~Virginia ~~agreement~~Fraud Against toTaxpayers ~~settle~~Act, ~~the~~as ~~litigation~~well ~~received~~as ~~final~~common ~~court~~law ~~approval~~claims of actual and constructive fraud, and onseeks, ~~December~~among other things, treble damages and civil penalties. On January 196, ~~2014~~2016, the ~~court~~parties ~~entered~~reached an agreement to settle the litigation. An order dismissing the action with prejudice was entered on January 28, 2016.

OnAdditional ~~November 4,~~lawsuits ~~2011,~~containing ~~the~~claims ~~Federal~~similar to ~~Deposit~~those ~~Insurance~~described ~~Corporation~~above ~~(“FDIC”),~~may asbe ~~receiver for Franklin Bank S.S.B,~~ filed ~~two complaints against MS&Co.~~ in the ~~District~~future. ~~Court~~In of the ~~State~~course of ~~Texas.~~its ~~Each was styled Federal Deposit Insurance Corporation as Receiver for Franklin Bank~~business, ~~S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that~~ MS&Co., ~~made~~as ~~untrue~~a ~~statements~~major ~~and~~futures ~~material~~commission ~~omissions~~merchant, inis ~~connection~~party ~~with the sale~~ to ~~plaintiff~~various ofcivil ~~mortgage~~actions, ~~pass-through~~claims ~~certificates~~and ~~backed~~routine byregulatory ~~securitization~~investigations ~~trusts~~and ~~containing~~proceedings ~~residential~~that ~~mortgage~~the General ~~loans.~~Partner ~~The~~believes ~~amount~~do ofnot ~~certificates~~have ~~allegedly~~a ~~underwritten~~material ~~and~~effect ~~sold~~on tothe ~~plaintiff~~business byof MS&Co. ~~in these cases was approximately $67 million and $35 million, respectively~~MS&Co. Onmay ~~July 2,~~establish ~~2015,~~reserves ~~the~~from ~~parties~~time ~~reached~~to antime ~~agreement~~in toconnection ~~settle~~with ~~the~~such ~~litigation~~actions.

19Item 4. Mine Safety Disclosures.

~~Table~~Not ofapplicable. ~~Contents~~

On21 February 14, 2013, Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Bank Hapoalim B.M. v. Morgan Stanley et al. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $141 million. On July 28, 2015, the parties reached an agreement to settle the litigation, and on August 12, 2015, the plaintiff filed a stipulation of discontinuance with prejudice.

OnPART ~~September 23,~~II 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.

~~Additional~~(a) ~~lawsuits~~Market ~~containing claims similar to those described above may be filed in the future~~Information. InThe ~~the~~Partnership ~~course~~has ofissued ~~its~~no ~~business, MS&Co~~stock.~~, as~~ aThere ~~major futures commission merchant,~~ is ~~party~~no toestablished ~~various~~public ~~civil~~trading ~~actions,~~market ~~claims~~for ~~and~~Units ~~routine~~of ~~regulatory investigations and proceedings that~~ the ~~General Partner believes do not have a material effect on the business of MS&Co~~Partnership. ~~MS&Co. may establish reserves from time to time in connections with such actions.~~

~~Item 4~~(b) Holders. ~~MINE SAFETY~~ ~~DISCLOSURES~~The number of holders of Units at February 28, 2017 was approximately 6,230.

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

20(d) Securities Authorized for Issuance Under Equity Compensation Plans. None.

~~Table~~(e) ofPerformance ~~Contents~~Graph. Not applicable.

~~PART~~(f) IIRecent Sales of Unregistered Securities; Use of Proceeds from Registered Securities. There were no additional subscriptions of Units in the years ended December 31, 2016, 2015 and 2014. The Partnership no longer offers Units for sale.

~~Item~~(g) 5.Purchases ~~MARKET~~of ~~FOR~~Equity ~~REGISTRANT’S~~Securities ~~COMMON~~by ~~EQUITY,~~the ~~RELATED~~Issuer ~~STOCKHOLDER~~and ~~MATTERS~~Affiliated ~~AND ISSUER PURCHASES OF EQUITY SECURITIES~~Purchasers.

~~(a) Market Information.~~ The ~~Partnership~~following ~~has~~chart ~~issued~~sets noforth ~~stock.~~the ~~There~~purchases isof ~~no established public trading market for~~ Units ofby the Partnership.

(b) Holders. The number of holders of Units at February 29, 2016, was approximately 8,242.


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

October 1, 2016 - October 31, 2016		141,747.710	$	17.88		N/A		N/A

November 1, 2016 - November 30, 2016		112,140.014	$	17.55		N/A		N/A

December 1, 2016 - December 31, 2016		132,895.093	$	17.59		N/A		N/A
		386,782.817	$	17.68

~~(c)~~* ~~Distributions.~~Generally, Nolimited ~~distributions~~partners ~~have~~are ~~been~~permitted ~~made~~to redeem their Units as of the end of each month if notice is received by the ~~Partnership~~General ~~since~~Partner itno ~~commenced~~later ~~trading~~than ~~operations~~3:00 onP.M., ~~November 2~~New York City time, ~~1994. Ceres~~on ~~has~~the ~~sole~~last ~~discretion~~day of the month in which the redemption is to ~~decide~~be ~~what~~effective. ~~distributions,~~Under ifcertain ~~any~~circumstances, ~~shall~~the beGeneral ~~made~~Partner can compel redemption, although to ~~investors~~date, inthe General Partner has not exercised this right. Purchases of Units by the Partnership. ~~Ceres~~reflected ~~currently~~in ~~does~~the ~~not~~chart ~~intend~~above towere ~~make~~made ~~any~~in ~~distributions~~the ordinary course of the Partnership’s ~~profits.~~business in connection with effecting redemptions for limited partners.

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

~~Table~~22 ~~of Contents~~

Item 6. ~~SELECTED~~ ~~FINANCIAL~~Selected ~~DATA~~Financial Data.

Total trading results, interest income, total expenses, net income (loss) and net income (loss) per Unit for the years ended December 31, 2016, 2015, 2014, 2013, ~~2012~~ and ~~2011~~2012 and net asset value per Unit and total assets at December 31, 2016, 2015, 2014, 2013, ~~2012~~ and ~~2011~~2012 were as follows:

	2015			2014			2013			2012			2011
	2016			2015			2014			2013			2012
Total trading results	$	6(1,~~239~~116,~~846~~946)		$	216,~~773~~239,~~211~~846		$	921,~~944~~773,~~758~~211		$	~~(19~~9,~~787~~944,~~603~~758	)	$	~~325~~(19,~~546~~787,603)
Interest income		14150,~~184~~226			1714,~~849~~184			6917,~~030~~849			~~133~~69,~~904~~030			~~107~~133,~~915~~904
Total expenses		(64,~~570~~663,~~609~~418)	)		(76,~~353~~570,~~271~~609)	)		(117,~~480~~353,~~976~~271)	)		(1611,~~608~~480,~~264~~976)	)		(2516,~~022~~608,~~566~~264)	)
Net income (loss)	$	(~~316~~5,~~579~~630,138)	)	$	14(316,~~437,789~~579)		$	(114,~~467~~437,~~188~~789	)	$	(361,~~261~~467,~~963~~188)	)	$	(2436,~~589~~261,~~105~~963)	)
Net income (loss) per Unit	$	(01.1236)	)	$	2(0.5212)		$	(02.1652	)	$	(20.9416)	)	$	(12.6894)	)
Net asset value per Unit	$	1817.9559		$	1918.0795		$	1619.5507		$	16.7155		$	1916.6571
Total assets	$	9165,~~973~~697,~~734~~229		$	~~112~~91,~~528~~973,~~234~~734		$	~~138~~112,~~838~~528,~~583~~234		$	~~177~~138,~~044~~838,~~272~~583		$	~~274~~177,~~091~~044,~~722~~272

2223

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

~~Item~~Liquidity. 7The Partnership deposits its assets with MS&Co. ~~MANAGEMENT~~as clearing commodity broker in separate Futures Interests trading accounts established for each Trading Advisor. Such assets are used as margin to engage in trading and may be used as margin solely for the Partnership’Ss ~~DISCUSSION~~trading. ~~AND~~The ~~ANALYSIS~~assets OFare ~~FINANCIAL~~held ~~CONDITION~~either ~~AND~~in non-interest ~~RESULTS~~bearing OFbank ~~OPERATIONS~~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 Interests, it is expected that the Partnership will continue to own such liquid assets for margin purposes.

AsThe Partnership’s ofinvestment ~~December 31~~in Futures Interests, ~~2015~~may, ~~the~~from ~~percentage~~time ofto ~~assets~~time, ~~allocated~~be toilliquid. ~~each~~Most ~~market~~U.S. ~~sector~~futures ~~was~~exchanges ~~approximately~~limit fluctuations in prices during a single trading day by regulations referred to as ~~follows:~~“daily ~~Interest~~price ~~Rate~~fluctuation 12limits” or “daily limits.~~0%;~~” Trades may not be executed at prices beyond the daily limit. If the price for a particular futures or options contract has increased or decreased by an amount equal to the daily limit, positions in that futures or options ~~Currency~~contract 41can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit.~~2%;~~ ~~Equity~~Futures 20prices have occasionally moved the daily limit for several consecutive days with little or no trading.~~1%;~~ These market conditions could prevent the Partnership from promptly liquidating its futures or options contracts and ~~Commodity~~result 26in restrictions on redemptions.~~7%.~~

~~Liquidity. The~~There ~~Partnership~~is ~~deposits~~no ~~its~~limitation ~~assets~~on ~~with MS&Co.~~daily asprice ~~clearing~~movements ~~commodity broker~~ in ~~separate futures, forwards and options~~ trading ~~accounts~~forward ~~established~~contracts ~~for~~on ~~each~~foreign ~~Trading Advisor~~currencies. ~~Such~~The ~~assets~~markets ~~are~~for ~~used~~some asworld currencies ~~margin~~have tolow ~~engage in~~ trading volume and ~~may~~are beilliquid, ~~used~~which asmay ~~margin~~prevent ~~solely for~~ the Partnership~~’s trading.~~ ~~The~~from ~~assets~~trading ~~are held either~~ in ~~non-interest~~potentially ~~bearing~~profitable ~~bank~~markets ~~accounts~~ or inprevent ~~securities~~the ~~and~~Partnership ~~instruments~~from ~~permitted~~promptly byliquidating ~~the~~unfavorable ~~CFTC~~positions ~~for~~in ~~investment~~such ofmarkets, ~~customer~~subjecting ~~segregated~~it orto substantial ~~secured funds~~losses. ~~Since~~Either ~~the~~of ~~Partnership’s~~these ~~sole~~market ~~purpose~~conditions iscould toresult ~~trade~~ in ~~futures,~~ ~~forwards~~restrictions ~~and~~on ~~options,~~redemptions. itFor isthe ~~expected~~periods ~~that~~covered ~~the~~by ~~Partnership~~this ~~will~~report, ~~continue~~illiquidity tohas ~~own~~not ~~such~~materially ~~liquid~~affected ~~assets~~the ~~for~~Partnership’s ~~margin purposes~~assets.

~~The Partnership’s~~There ~~investment~~are inno ~~futures~~known material trends, ~~forwards~~demands, ~~options and United States (“U.S.”) Treasury bills may~~commitments, ~~from time to time~~events, ~~be illiquid. Most U.S. futures exchanges limit fluctuations in prices during a single trading day by regulations referred to as “daily price fluctuation limits”~~ or ~~“daily~~uncertainties ~~limits.” Trades may not be executed~~ at ~~prices beyond~~ the ~~daily~~present ~~limit.~~time Ifthat ~~the~~are ~~price for a particular futures or options contract has increased or decreased by an amount~~reasonably ~~equal~~likely to ~~the~~result ~~daily limit, positions~~ in ~~that futures or options contract can neither be taken nor liquidated unless traders are willing to effect trades at or within~~ the ~~limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the~~ Partnership’s ~~from~~liquidity ~~promptly~~increasing ~~liquidating its futures~~ or ~~options~~decreasing ~~contracts and result~~ in ~~restrictions~~any onmaterial ~~redemptions~~way.

~~There~~Capital Resources. isThe noPartnership ~~limitation~~does onnot ~~daily~~have, ~~price~~nor ~~movements~~does init ~~trading~~expect ~~forward~~to ~~contracts~~have, onany ~~foreign~~capital ~~currencies~~assets. The ~~markets~~Partnership’s ~~for~~only ~~some~~assets ~~world~~are ~~currencies~~its ~~have low~~(i) equity in trading ~~volume~~account, consisting of restricted and ~~are~~unrestricted ~~illiquid~~cash, ~~which~~net ~~may~~unrealized ~~prevent~~appreciation on ~~the~~open ~~Partnership~~futures ~~from~~contracts, ~~trading~~net inunrealized ~~potentially~~appreciation ~~profitable~~on ~~markets~~open orforward ~~prevent~~contracts ~~the~~and ~~Partnership~~investment ~~from~~in ~~promptly~~U.S. ~~liquidating~~Treasury ~~unfavorable~~bills ~~positions~~at infair ~~such~~value, ~~markets~~if applicable, ~~subjecting~~(ii) cash itat tobank ~~substantial~~and ~~losses~~(iii) interest receivable. ~~Either~~ Redemptions of ~~these~~Units ~~market~~in ~~conditions~~the ~~could~~future ~~result~~will affect the amount of funds available for investments in ~~restrictions~~Futures onInterests ~~redemptions~~in subsequent periods. ~~For~~It ~~the~~is ~~periods~~not ~~covered~~possible byto ~~this~~estimate ~~report~~the amount, ~~illiquidity~~and ~~has~~therefore ~~not~~the ~~materially~~impact, ~~affected~~of ~~the~~future ~~Partnership’s~~outflows ~~assets~~of Units.

There are no known material trends, ~~demands,~~favorable ~~commitments,~~or ~~events~~unfavorable, orthat ~~uncertainties~~would ataffect, ~~the~~nor ~~present~~any ~~time~~expected ~~that~~material ~~are~~changes ~~reasonably likely~~ to, ~~result in~~ the Partnership’s ~~liquidity~~capital ~~increasing~~resource orarrangements ~~decreasing~~at inthe ~~any~~present ~~material way~~time.

~~Capital~~24 Resources. The Partnership does not have, nor does it expect to have, any capital assets. The Partnership’s only assets are its equity in trading accounts, consisting of (a) cash on deposit with MS & Co., a portion of which is to be used as margin for trading, (b) net unrealized gains or losses on futures and forward contracts, which are at fair value and calculated as the difference between the original contract value and fair value, and (c) U.S. Treasury bills, at fair value. Redemptions of Units in the future will affect the amount of funds available for investments in futures, forwards, options and U.S. Treasury bills in subsequent periods. It is not possible to estimate the amount, and therefore the impact, of future outflows of Units.

~~There~~Results ~~are~~of noOperations ~~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.~~

~~Results~~General. The Partnership’s results depend on the Trading Advisors and the ability of ~~Operations~~each Trading Advisor’s trading program to take advantage of price movements in Futures Interests markets.

~~General. The~~Aspect trades the allocated portion of the Partnership’s ~~results~~assets ~~depend~~in onaccordance ~~the~~with ~~Trading~~its ~~Advisors~~Diversified ~~and~~Program, ~~the~~a ~~ability~~proprietary, ofsystematic ~~each~~trading ~~Trading~~system. ~~Advisor’s~~The Diversified Program is a proprietary, systematic global futures trading program. toIts ~~take~~goal ~~advantage~~is the generation of significant long-term capital growth independent of stock and bond market returns. This program continuously monitors price movements in ~~the~~a ~~futures~~wide range of global financial, ~~forwards~~currency and ~~options~~commodity markets, searching for profit opportunities over periods ranging from a few hours to several months.

Aspect ~~trades~~has ~~the~~designed ~~allocated portion of~~ the ~~Partnership’s~~ ~~assets in accordance with its~~ Diversified Program, ato ~~proprietary,~~have ~~systematic~~broad ~~trading~~market ~~system.~~diversification (subject ~~The~~to ~~Diversified~~liquidity ~~Program is a proprietary, systematic global futures trading program~~constraints). ~~Its~~Aspect’s ~~goal~~quantitative isresources ~~the~~are ~~generation~~sufficient ofto ~~significant~~enable ~~long-term capital~~it ~~growth~~to ~~independent~~design ~~of stock~~ and ~~bond~~implement ~~market~~a ~~returns.~~broadly ~~This~~diversified ~~program~~portfolio ~~continuously~~with ~~monitors price movements in~~ a ~~wide~~significant ~~range~~allocation ofto ~~global~~numerous ~~financial,~~different ~~currency and commodity~~ markets~~, searching for profit opportunities over periods ranging from a few hours to several months~~.

Aspect’s ~~has~~Diversified ~~designed~~Program ~~the~~trades ~~Diversified~~over ~~Program~~100 tomarkets ~~have~~in ~~broad~~the ~~market~~seven ~~diversification~~major ~~(subject~~sectors: tocurrencies, ~~liquidity~~energy, metals, stock ~~constraints)~~indices, bonds, agricultural commodities and interest rates implementing momentum strategies. Aspect’s ~~quantitative~~is ~~resources~~constantly ~~are~~examining ~~sufficient~~new toliquid ~~enable~~and ituncorrelated markets to ~~design~~incorporate in the program with the aim of improving its reward/risk ratio and capacity. ~~implement~~Aspect ahas ~~broadly~~no ~~diversified~~market ~~portfolio~~or ~~with~~sector apreferences, ~~significant~~believing that, allowing for liquidity effects, equal profitability can be achieved in the long-term in all markets. The key factors in determining the asset allocation are correlation and liquidity. Correlations are analyzed at the sector, sub-sector, economic block and market levels to ~~numerous~~design ~~different~~a ~~markets~~portfolio which is highly diversified.

~~Aspect’s~~Campbell ~~Diversified Program~~ trades ~~over~~the ~~100~~allocated ~~markets~~portion inof the ~~seven~~Partnership’s ~~major~~assets ~~sectors:~~in ~~currencies,~~accordance ~~energy,~~with ~~metals~~its Financial, ~~stock~~Metal ~~indices,~~Energy ~~bonds,~~Large ~~agricultural~~Portfolio, ~~commodities~~a ~~and~~proprietary, ~~interest~~systematic ~~rates~~trading ~~implementing momentum strategies~~program. ~~Aspect~~Campbell’s istrading ~~constantly~~models ~~examining~~are ~~new~~designed ~~liquid~~to detect and ~~uncorrelated~~exploit ~~markets~~medium-term to ~~incorporate~~long-term inprice ~~the~~changes, ~~program~~while ~~with~~also ~~the~~applying ~~aim of improving its reward/~~risk ~~ratio~~management and ~~capacity. Aspect has~~portfolio nomanagement ~~market~~principles. ~~or sector preferences, believing that, allowing for liquidity effects, equal profitability can~~

23Campbell 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 Campbell’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 Campbell’s policy to follow trades signaled by each trading model independently of the other models.

~~Table~~SECOR’s investment objectives are to generate high risk-adjusted returns by: (i) investing across a diverse set of asset ~~Contents~~classes, geographies, factors, themes and time horizons, (ii) identifying and exploiting temporarily pronounced market inefficiencies or risk premia, (iii) employing dynamic risk-budgeting to minimize tail risk and potentially enable alpha to be generated through timing of exposures and (iv) utilizing sophisticated modeling techniques supported by straight-forward economic intuition and sound fundamentals. SECOR will seek to target long-term annualized volatility of 15% and low long-term correlation to other hedge fund strategies and broader markets. SECOR has a healthy respect for the general information efficiency of markets but believes that certain inefficiencies (or outsized risk premia) may exist in certain markets, and these or other inefficiencies (or risk premia) may periodically become more pronounced in particular market conditions. SECOR believes that it is feasible to construct an investment strategy that seeks to capture such inefficiencies (premia) in pursuit of high risk-adjusted returns (or excess returns for benchmarked mandates) that are lowly correlated with broad stock and bond market returns (alpha). SECOR employs statistical techniques and empirical analysis to help determine whether they believe that observed or conjectured alpha opportunities are real and, more importantly, likely to be sustained in the future. If properly employed, these techniques may have certain advantages versus a purely judgmental approach including the potential ability to: control for the impact of particular factors, evaluate phenomena over longer history, systematically assess confidence levels based on availability of data, evaluate performance over certain sub-periods and market cycles, identify certain possible causation and lead/lag effects, reduce certain common behavioral biases in human judgment and evaluate a range of factors in a systematic way.

beFORT ~~achieved~~trades inthe allocated portion of the ~~long-term~~Partnership’s assets in ~~all~~accordance ~~markets~~with its Global Contrarian Program, a systematic, technical, trend-anticipating trading program. ~~The~~Global ~~key~~Contrarian’s ~~factors~~investment inobjective ~~determining~~is ~~the~~to ~~asset~~achieve ~~allocation~~attractive ~~are~~absolute ~~correlation~~returns and ~~liquidity.~~reduced ~~Correlations~~volatility ~~are~~of ~~analyzed~~returns atprimarily ~~the~~through ~~sector,~~trading ~~sub-sector,~~a ~~economic~~broad ~~block~~spectrum of futures contracts, ~~and~~including ~~market~~contracts ~~levels~~on toshort-term ~~design~~interest arates, ~~portfolio~~bonds, ~~which~~currencies, isstock ~~highly~~indices ~~diversified~~energy and metals.

~~Blackwater~~25 traded its Global Program on behalf of the Partnership prior to its termination effective September 30, 2015. Blackwater utilized medium and long term, systematic technical models to trade global futures and foreign exchange markets. The models were designed to establish positions when market behavior exhibits a high probability of an emerging sustained move. Blackwater sought to aggressively protect open equity after profit targets had been reached, limiting sharp reversals and drawdowns. It incorporated strict money management techniques based on individual market, sector and portfolio levels in order to reduce volatility.

~~Campbell~~Global ~~trades~~Contrarian ~~the~~generally ~~allocated~~seeks ~~portion~~to ofanticipate ~~the Partnership’s~~and ~~assets~~capitalize inon ~~accordance~~short-to-intermediate-term ~~with~~trends ~~its~~(two ~~Financial~~to six weeks). Unlike a trend-following program, ~~Metal~~which ~~Energy~~would ~~Large~~attempt ~~Portfolio~~to identify existing trends, Global Contrarian attempts to anticipate trends before they occur. Global Contrarian takes positions while the market is moving against the signal. As a ~~proprietary~~result, ~~systematic~~its ~~trading~~performance ~~program.~~can ~~Campbell’s~~be ~~trading~~much more volatile than traditional trend-following models, ~~are~~but ~~designed~~the potential for diversification is much greater. In an attempt to ~~detect~~reduce the volatility of returns, the allocation of capital is geographically diversified across Asia, Europe, Australia and ~~exploit~~North ~~medium~~America. The Adviser exercises little or no discretion over the rule-~~term~~based and computerized trading signals generated by Global Contrarian. Global Contrarian uses Bayesian learning techniques to ~~long-term~~systematically ~~price~~adjust ~~changes~~model parameters, ~~while~~markets, ~~also applying~~and ~~risk~~sectors. ~~management~~The learning process favors both winners and ~~portfolio~~losers ~~management~~for allocations. ~~principles~~For example, markets that underperform recently but perform well over the long-term are candidates for allocation.

~~Campbell~~Winton ~~believes~~traded ~~that~~the ~~utilizing~~Partnership’s ~~multiple~~assets ~~trading~~in ~~models~~accordance ~~provides~~with ~~an important~~its ~~level~~Diversified ofProgram, ~~diversification~~a proprietary, ~~and~~systematic istrading system, ~~most~~prior ~~beneficial~~to ~~when~~its ~~multiple~~termination ~~contracts~~effective ofMarch 31, ~~each~~2016. ~~market~~The ~~are~~Diversified Program traded. ~~Every~~approximately ~~trading~~95 ~~model~~futures ~~may~~and ~~not~~forward ~~trade~~contracts ~~every~~on ~~market~~U.S. Itand isnon-U.S. ~~possible~~exchanges ~~that~~and ~~one~~markets. ~~trading~~Winton ~~model~~employed ~~may signal~~ a ~~long~~fully systematic, ~~position~~computerized, ~~while~~technical, ~~another~~trend-following trading ~~model~~ ~~signals~~system adeveloped ~~short~~by ~~position~~its inprincipals. This system tracked the ~~same~~daily ~~market.~~price Itmovements isfrom ~~Campbell’s~~these ~~intention~~markets toaround ~~offset~~the ~~those~~world, ~~signals~~and tocarried ~~reduce~~out ~~unnecessary~~certain ~~trading,~~computations ~~but~~to ifdetermine ~~the~~each ~~signals~~day ~~are~~how ~~not~~long or ~~simultaneous,~~short ~~both~~the ~~trades~~portfolio ~~will~~should be ~~taken~~in ~~and~~an ~~since~~attempt itto ismaximize ~~unlikely~~profit ~~that~~within ~~both~~a ~~positions would~~certain ~~prove~~range ~~profitable,~~of risk. If rising prices in ~~retrospect,~~a ~~one~~particular ormarket ~~both~~were ~~trades~~anticipated, ~~will~~a ~~appear~~long toposition would have been ~~unnecessary.~~established Itin isthat ~~Campbell’s~~market; ~~policy~~if toprices ~~follow~~in ~~trades~~a ~~signaled~~particular bymarket were ~~each~~expected ~~trading~~to ~~model~~fall, ~~independently~~a ofshort ~~the~~position ~~other~~in ~~models~~that market would have been established.

~~Rotella~~Blackwater traded ~~the~~its ~~assets~~Global ~~allocated~~Program on tobehalf itof by the Partnership ~~pursuant to its Standard Leverage Program~~ prior to its termination effective ~~December~~ 31September 30, ~~2014~~2015. ~~The~~Blackwater ~~primary~~utilized ~~objective~~medium ofand ~~Rotella’s~~long ~~Standard~~term, ~~Leverage~~systematic ~~Program~~technical ~~was~~models to ~~capitalize~~trade onglobal ~~intermediate~~futures toand ~~long-term~~foreign ~~price~~exchange ~~trends in global~~ markets. ~~through~~The ~~the~~models ~~use~~were ofdesigned ~~statistically-based trading strategies. Rotella’s investment~~to ~~approach~~establish ~~was~~positions ~~best~~when ~~defined~~market asbehavior ~~systematic~~exhibits ~~tactical~~a ~~trading.~~high ~~The~~probability ~~strategy~~of ~~employed~~ an ~~intermediate~~emerging tosustained ~~long-term~~move. ~~holding~~Blackwater ~~period~~sought ~~where~~to ~~the~~aggressively ~~average~~protect ~~trade~~open ~~duration~~equity ~~was~~after ~~more~~profit ~~than~~targets ~~ten~~had ~~trading~~been ~~days~~reached, ~~and~~limiting ~~less~~sharp ~~than~~reversals ~~forty trading days~~ and ~~portfolio~~drawdowns. ~~turnover~~It ~~was~~incorporated ~~expected~~strict tomoney ~~range~~management ~~from~~techniques ~~one-thousand~~based toon ~~three-thousand~~individual ~~round-turn~~market, ~~contracts~~sector ~~per~~and ~~year~~portfolio ~~per~~levels ~~million dollars invested. The strategy attempted to participate~~ in ~~intermediate~~order to ~~long-term~~reduce ~~market trends through the use of an array of sophisticated quantitative models~~volatility.

~~Winton~~Rotella ~~trades~~traded the ~~Partnership’s~~ assets inallocated ~~accordance~~to ~~with~~it by the Partnership pursuant to its ~~Diversified~~Standard Leverage Program, aprior ~~proprietary,~~to ~~systematic~~its ~~trading~~termination ~~system~~effective December 31, 2014. The ~~Diversified~~primary ~~Program~~objective ~~trades~~of ~~approximately~~Rotella’s 95Standard ~~futures~~Leverage ~~and~~Program ~~forward~~was ~~contracts~~to capitalize on ~~U.S.~~intermediate ~~and~~to ~~non~~long-~~U.S.~~term ~~exchanges~~price ~~and~~trends ~~markets.~~in ~~Winton~~global ~~employs~~markets athrough ~~fully~~the ~~systematic,~~use ~~computerized,~~of ~~technical, trend~~statistically-~~following~~based trading ~~system developed by its principals~~strategies. Rotella’s ~~This~~investment ~~system~~approach ~~tracks~~was ~~the~~best ~~daily~~defined ~~price~~as ~~movements~~systematic ~~from~~tactical ~~these~~trading. ~~markets~~The ~~around~~strategy ~~the~~employed ~~world,~~an ~~and~~intermediate ~~carries out certain computations~~ to ~~determine~~long-term ~~each~~holding ~~day~~period ~~how~~where ~~long~~the oraverage ~~short~~trade ~~the~~duration ~~portfolio~~was ~~should~~more bethan inten antrading ~~attempt~~days toand ~~maximize~~less ~~profit~~than ~~within~~forty atrading ~~certain~~days ~~range~~and ofportfolio ~~risk.~~turnover Ifwas ~~rising~~expected ~~prices~~to inrange afrom ~~particular~~one-thousand ~~market~~to ~~are~~three-thousand ~~anticipated,~~round-turn acontracts ~~long~~per ~~position~~year ~~will~~per bemillion ~~established~~dollars ininvested. ~~that~~The ~~market;~~strategy ifattempted ~~prices~~to participate in aintermediate ~~particular~~to long-term market ~~are~~trends ~~expected~~through tothe ~~fall,~~use aof ~~short~~an ~~position~~array inof ~~that~~sophisticated ~~market~~quantitative ~~will be established~~models.

~~SECOR’s~~The ~~investment~~following ~~objectives~~chart ~~are~~sets toforth ~~generate high risk-adjusted returns by: (i) investing across a diverse set of asset classes,~~the ~~geographies,~~percentage ~~factors, themes~~ and ~~time~~the ~~horizons,~~amount (ii) identifying and exploiting temporarily pronounced market inefficiencies or risk premia, (iii) employing dynamic risk-budgeting to minimize tail risk and potentially enable alpha to be generated through timing of ~~exposures~~the ~~and~~Partnership’s ~~(iv)~~net ~~utilizing~~assets ~~sophisticated~~allocated ~~modeling techniques supported by straight-forward economic intuition and sound fundamentals. SECOR will seek~~ to ~~target~~each ~~long-term~~Trading ~~annualized~~Advisor ~~volatility of 15% and low long-term correlation to other hedge fund strategies and broader markets. SECOR has a healthy respect~~ for the ~~general~~periods ~~information~~ended ~~efficiency~~December ~~of markets but believes that certain inefficiencies (or outsized risk premia) may exist in certain markets~~31, ~~and~~2016 these or other inefficiencies (or risk premia) may periodically become more pronounced in particular market conditions. SECOR believes that it is feasible to construct an investment strategy that seeks to capture such inefficiencies (premia) in pursuit of high risk-adjusted returns (or excess returns for benchmarked mandates) that are lowly correlated with broad stock and ~~bond~~September ~~market returns (alpha). SECOR employs statistical techniques and empirical analysis to help determine whether they believe that observed or conjectured alpha opportunities are real and~~30, ~~more importantly~~2016, ~~likely to be sustained in the future. If properly employed~~respectively, ~~these~~and ~~techniques may have certain advantages versus a purely judgmental approach including~~ the ~~potential~~change ~~ability to:~~during ~~control for~~ the ~~impact~~applicable of particular factors, evaluate phenomena over longer history, systematically assess confidence levels based on availability of data, evaluate performance over certain sub-periods and market cycles, identify certain possible causation and lead/lag effects, reduce certain common behavioral biases in human judgment and evaluate a range of factors in a systematic wayperiod.

The following chart sets forth the percentage and the amount of the Partnership’s net assets allocated to each Trading Advisor for the periods ended December 31, 2015 and September 30, 2015, respectively, and the change during the applicable period.


Trading Advisor	Allocation as of December 31, 2016 (%)	Allocation as of September 30, 2016 (%)	Allocation as of December 31, 2016 ($)	Allocation as of September 30, 2016 ($)	Change during the period (%)

Aspect	24.67 %	26.18 %	$ 15,508,360	$ 19,185,222	(19.17) %
Campbell	18.29	19.62	11,501,702	14,379,766	(20.01)
SECOR	31.07	28.61	19,534,301	20,968,527	(6.84)
FORT	25.97	25.59	16,326,178	18,751,459	(12.93)

Trading Advisor	Allocationsas ofDecember 31,2015(%)		Allocationsas ofSeptember 30,2015(%)			Allocationsas ofDecember 31,2015($)		Allocationsas ofSeptember 30,2015($)			Changeduring theperiod (%)
Aspect		31.00		22.59		$	28,015,113	$	21,888,969			27.99
Blackwater		0.00		1.73	*		0.00		1,681,245	*		(100.00	)
Winton		15.38		30.39			13,902,649		29,452,626			(52.80	)
Campbell		23.34		17.74			21,095,809		17,193,413			22.70
SECOR		30.28		27.55			27,370,350		26,699,824			2.51

*The ~~Prior~~following topresents a summary of the Partnership’s ~~redemption~~operations for each of the three years in the period ended December 31, 2016, and a general discussion of its ~~interest~~trading activities during each period. It is important to note, however, that the Trading Advisors trade in ~~Blackwater~~various ~~Master~~markets ~~Fund~~at Ldifferent times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisors or will be profitable in the future.P Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisors’ trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

24The Partnership’s results of operations set forth in the financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts the Partnership trades are accounted for on a trade-date basis and marked to market on a daily basis. The difference between their original contract value and market value is recorded in the Statements of Income and Expenses as “Net change in unrealized gains (losses) on open contracts” and “Net change in unrealized gains (losses) on open contracts allocated from Blackwater Master Fund” and “Net change in unrealized gains (losses) on open contracts allocated from SECOR Master Fund” for open contracts, and recorded as “Net realized gains (losses) on closed contracts”, “Net realized gains (losses) on closed contracts allocated from Blackwater Master Fund” and “Net realized gains (losses) on closed contracts allocated from SECOR Master Fund” when open positions are closed out. The sum of these amounts constitutes the Partnership’s trading results. The market value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day. The value of a foreign currency forward contract is 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 fees, ongoing placement agent fees, and brokerage fees as applicable, of the Partnership are recorded on an accrual basis. The Partnership records its investment in SECOR Master Fund, and recorded its investment in Blackwater Master Fund, at fair value on the basis of the net asset value of such investments.

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

~~The following presents a summary of the Partnership’s operations for each of the three years~~For in the ~~period~~year ended December 31, ~~2015~~2016, ~~and~~the anet ~~general~~asset ~~discussion~~value ofper ~~its~~Unit ~~trading~~decreased ~~activities~~7.2% ~~during~~from ~~each period~~$18.95 ~~It is important~~ to ~~note,~~$17.59. ~~however,~~For ~~that~~ the ~~Trading~~year ~~Advisors~~ended ~~trade~~December 31, in2015, ~~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~~net ~~Advisors~~asset orvalue ~~will~~per beUnit ~~profitable~~decreased in0.6% ~~the~~from ~~future~~$19.07 ~~Consequently, the results of operations of the Partnership are difficult~~ to ~~discuss~~$18.95. ~~other~~For ~~than in~~ the ~~context~~year ofended ~~the~~December 31, ~~Trading~~2014, ~~Advisors’~~the ~~trading~~net ~~activities~~asset onvalue ~~behalf~~per ofUnit ~~the~~increased ~~Partnership~~15.2% ~~during~~from ~~the period in question~~$16.55 ~~Past~~to ~~performance is no guarantee of future results~~$19.07.

The Partnership’s ~~results~~experienced ~~of operations set forth in the financial statements are prepared in accordance with accounting principles~~a ~~generally~~net ~~accepted~~trading inloss ~~the United States~~ of ~~America (“U.S. GAAP”)~~$1,116,946 ~~which~~before ~~require~~fees ~~the~~and ~~use~~expenses offor ~~certain accounting policies that affect~~ the ~~amounts~~year ~~reported~~ended inDecember 31, ~~these~~2016. ~~financial~~Losses ~~statements,~~were ~~including~~primarily ~~the~~attributable ~~following:~~to the ~~contracts the~~ Partnership ~~trades~~’s ~~are~~trading ~~accounted~~of ~~for~~Futures onInterests ~~a trade-date basis and marked to market on a daily basis. The difference between their original contract value and market value is recorded~~ in the ~~Statements~~energy, ofindices, ~~Income~~metals and ~~Expenses~~softs, asand ~~“Net~~were ~~change in unrealized gains~~partially ~~(losses)~~offset onby ~~open contracts” and “Net change in unrealized~~ gains ~~(losses) on open contracts allocated from Blackwater Master Fund” and “Net change~~ in ~~unrealized~~currencies ~~gains (losses) on open contracts allocated from SECOR Master Fund” for open contracts,~~ and ~~recorded~~U.S. ~~as “Net realized gains (losses) on closed contracts”, “Net realized gains (losses) on closed contracts allocated from Blackwater Master Fund”~~ and ~~“Net realized gains (losses) on closed contracts allocated from SECOR Master Fund” when open positions are closed out~~non-U. ~~The sum of these amounts constitutes the Partnership’s trading results~~S. ~~The~~interest ~~market value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day~~rates. The ~~value~~net oftrading again ~~foreign~~(or ~~currency~~loss) ~~forward~~realized ~~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 fees, ongoing placement agent fees and brokerage fees of the Partnership ~~are~~is ~~recorded~~disclosed onunder an“Item ~~accrual basis~~8. ~~The~~Financial ~~Partnership~~Statements ~~records its investment in SECOR Master Fund,~~ and ~~recorded~~ ~~its investment in Blackwater Master Fund, at fair value on the basis of the net asset value of such investments~~Supplementary Data.”

~~Ceres~~The ~~believes~~most significant losses were recorded in the metals sector during February, March, and April from short positions in gold and silver futures as prices advanced amid increased investor demand for precious metals. Additional losses were incurred during October from long lead futures positions as prices decreased as the U.S. dollar strengthened and large speculators cut their net-long positions. Further losses in the metals sector were incurred throughout the year from positions in copper, zinc, and platinum futures. Within the energy sector, losses were incurred during April from short positions in crude oil and its related products as prices surged as data from the Energy Information Agency showed U.S. crude oil production continued to decline. Additional losses were recorded during August from short positions in crude oil and its related products as prices rallied amid speculation that crude producers would revive talks to stabilize prices at informal OPEC discussions in September. Within the global stock index sector, ~~based~~losses were incurred during June from long positions in Pacific Rim equity index futures as prices declined on mounting uncertainties following the ~~nature~~U.K’s decision to leave the European Union. Additional losses were incurred during January from long positions in European equity index futures as prices declined amid investor concerns about declining oil prices and a China-led slowdown in global growth. Within the agricultural sector, losses were incurred during March from short positions in coffee futures as prices were boosted by a combination of fund buying, a weaker U.S. dollar, and concerns about dry weather in Colombia and Vietnam. Meanwhile, agricultural losses were also incurred throughout the ~~operations~~second half of the year from mixed positioning in corn futures as prices moved without consistent direction. The Partnership’s trading losses for the year were partially offset by trading gains within the global interest rate sector during January and February from long positions in European and Pacific Rim fixed income futures as prices advanced after weakness in Chinese economic data revived concern about the stability of the global economy. Additional gains were experienced during June from long positions in European fixed income futures as prices advanced as uncertainty surrounding the economic and political fallout following the U.K.’s vote in late June to leave the European Union increased demand for the relative “safety” of government debt. Within the currency sector, nogains ~~assumptions~~were ~~relating~~experienced during October from short positions in the British pound versus the U.S. dollar as the relative value of the pound continued to weaken due to concerns regarding the ~~application~~political and economic implications of ~~critical~~the ~~accounting~~U.K. ~~policies~~referendum ~~other~~to ~~than~~leave ~~those~~the ~~presently~~European ~~used~~Union. ~~could~~Additional ~~reasonably~~gains ~~affect~~were ~~reported~~experienced ~~amounts~~throughout the year from positions in the Japanese yen, Swedish krona, Turkish lira, and Brazilian real.

~~The~~27 Partnership recorded total trading results including interest income totaling $6,254,030 and expenses totaling $6,570,609, resulting in a net loss of $316,579 for the year ended December 31, 2015. The Partnership’s net asset value per Unit decreased from $19.07 at December 31, 2014 to $18.95 at December 31, 2015. Total redemptions for the year were $18,648,297 and the Partnership’s ending capital was $90,383,921 at December 31, 2015, a decrease of $18,964,876 from ending capital at December 31, 2014 of $109,348,797.

~~During~~The ~~the year, the~~ Partnership ~~posted~~experienced a ~~loss in~~ net ~~asset value as~~ trading ~~profits~~gain inof ~~energy and metals were offset by trading losses in the agricultural~~$6, ~~currency~~239,846 ~~and~~before ~~global~~fees ~~fixed~~and expenses ~~income sectors. Trading results in the global stock index sector were relatively flat~~ for the year ~~and~~ended ~~had~~December 31, ~~no material impact on the Partnership’s performance~~2015. ~~The~~Gains ~~most significant losses~~ were ~~incurred in the agricultural sector~~ primarily ~~during~~attributable ~~June~~to ~~and~~the ~~July from long positions in corn, wheat, and soybean futures as prices declined amid concerns that China~~Partnership’s ~~slowing~~trading ~~economy~~of ~~would~~Futures ~~dampen~~Interests ~~demand for the commodities, even as favorable weather continued to bolster domestic supplies. Additional losses~~ in ~~the~~energy ~~agricultural~~and ~~sector~~metals were ~~incurred~~offset ~~throughout~~by ~~much~~trading ~~of the year from long positions in cotton futures. Within the currency sector,~~ losses ~~were incurred primarily during April and August from short positions~~ in the ~~Swiss franc~~agricultural, ~~Japanese yen~~currency, and ~~Brazilian real versus the U.S. dollar as the value of the U.S. dollar declined as fears over a hard landing in China and its impact on~~ global ~~growth~~fixed ~~outlook pushed back expectations for a~~income Usectors.S. ~~Federal~~Trading ~~Reserve~~results ~~rate hike at the September FOMC meeting. During January, additional currency losses were incurred from short positions~~ in the Swiss franc as the value of the Swiss franc soared against currencies globally after the Switzerland central bank abandoned its exchange-rate cap, which maintained a minimum exchange-rate for the Swiss franc against the euro. Within the global ~~interest~~stock ~~rate~~index sector, ~~losses~~ were ~~incurred~~relatively ~~primarily~~flat ~~during~~for ~~February~~the ~~from~~year ~~long positions in U.S. fixed income futures, specifically in U.S. Treasury note~~ and ~~Treasury~~had ~~bond~~no ~~futures,~~material asimpact ~~prices~~on ~~declined after a stronger-than-expected U.S. employment report boosted speculation~~ the U.S. Federal Reserve may raise interest rates earlier than previously anticipated. Additional fixed income losses were incurred during the fourth quarter from long positions in U.S. and European fixed income futures after prices reversed sharply lower as European Central Bank (“ECB”) president Mario Draghi disappointed markets early in December with an underwhelming ECB stimulus announcement. The Partnership’s trading losses during the year were partially offset by trading gains within the energy markets, primarily during November and December, from short positions in crude oil futures as prices continued to decline as Uperformance.S. crude supplies rose and OPEC production increased, signaling the global supply glut will persist. Further gains in this sector were recorded during July and September. Within the metals sector, gains were experienced during November from short positions in copper futures as prices declined as tepid economic data from China continued to dampen demand prospects amidst global oversupply. Additional gains in metals were recorded during July from short positions in gold and copper futures.

25The most significant losses were incurred in the agricultural sector primarily during June and July from long positions in corn, wheat, and soybean futures as prices declined amid concerns that China’s slowing economy would dampen demand for the commodities, even as favorable weather continued to bolster domestic supplies. Additional losses in the agricultural sector were incurred throughout much of the year from long positions in cotton futures. Within the currency sector, losses were incurred primarily during April and August from short positions in the Swiss franc, Japanese yen, and Brazilian real versus the U.S. dollar as the value of the U.S. dollar declined as fears over a hard landing in China and its impact on global growth outlook pushed back expectations for a U.S. Federal Reserve rate hike at the September FOMC meeting. During January, additional currency losses were incurred from short positions in the Swiss franc as the value of the Swiss franc soared against currencies globally after the Switzerland central bank abandoned its exchange-rate cap, which maintained a minimum exchange-rate for the Swiss franc against the euro. Within the global interest rate sector, losses were incurred primarily during February from long positions in U.S. fixed income futures, specifically in U.S. Treasury note and Treasury bond futures, as prices declined after a stronger-than-expected U.S. employment report boosted speculation the U.S. Federal Reserve may raise interest rates earlier than previously anticipated. Additional fixed income losses were incurred during the fourth quarter from long positions in U.S. and European fixed income futures after prices reversed sharply lower as European Central Bank (“ECB”) president Mario Draghi disappointed markets early in December with an underwhelming ECB stimulus announcement. The Partnership’s trading losses during the year were partially offset by trading gains within the energy markets, primarily during November and December, from short positions in crude oil futures as prices continued to decline as U.S. crude supplies rose and OPEC production increased, signaling the global supply glut will persist. Further gains in this sector were recorded during July and September. Within the metals sector, gains were experienced during November from short positions in copper futures as prices declined as tepid economic data from China continued to dampen demand prospects amidst global oversupply. Additional gains in metals were recorded during July from short positions in gold and copper futures.

~~Table~~The Partnership experienced a net trading gain of ~~Contents~~$21,773,211 before fees and expenses for the year ended December 31, 2014. Gains were primarily attributable to the Partnership’s trading of Futures Interests in the global interest rate, energy, currency, and agricultural sectors more than offset losses in the global stock index and metals sectors.

The ~~Partnership~~most ~~recorded~~significant ~~total~~gains ~~trading~~were ~~results~~recorded ~~including~~within the global interest rate sector, primarily during August, from long positions in European fixed income ~~totaling~~futures ~~$21~~as prices advanced after reports showed euro-area manufacturing output expanded less than expected during July,~~791,060~~ ~~and~~boosting speculation the European Central Bank would increase stimulus measures. ~~expenses~~Additional ~~totaling~~gains $7were recorded during the fourth quarter as prices continued to trend higher. Within the energy sector,~~353~~ gains were experienced during October,~~271~~ November, ~~resulting~~and December from short positions in ~~net~~crude ~~income~~oil ofand ~~$14~~its related products 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 glut. Within the currency sector,~~437~~ gains were experienced during September from short positions in the euro versus the U.S. dollar. In September,~~789~~ ~~for~~the value of the ~~year~~U.S. ~~ended~~dollar ~~December 31~~advanced as the U.S. employment rate fell to its lowest level since 2008 and the economy added more jobs than forecast, ~~2014~~bolstering the case for the U.S. ~~The~~Federal ~~Partnership’s~~Reserve ~~net~~to ~~asset~~raise interest ~~value~~rates ~~per~~in ~~Unit~~2015. ~~increased~~Additional gains in this sector were recorded from ~~$16.55~~positions atin ~~December 31~~the Swiss franc, ~~2013~~Mexican toPeso, ~~$19~~and Australian dollar.07 atWithin ~~December 31~~the agricultural sector, ~~2014~~gains were experienced during September from short positions in wheat futures as prices dropped to the lowest level in four years on speculation that rising global production will curb exports from the U.S. Additional gains were recorded from long positions in livestock futures as prices trended higher throughout a ~~Total~~majority ~~redemptions~~of ~~for~~the first half of the year. ~~were~~A ~~$40,034,863~~portion ~~and~~of the Partnership’s ~~ending~~gains ~~capital~~during the year was ~~$109~~offset by trading losses within the global stock index sector,~~348~~ primarily during January,~~797~~ atfrom long positions in Pacific Rim and European equity index futures as prices declined amid growing concern the global economic recovery is faltering. Additional losses were incurred during December ~~31,~~ ~~2014,~~from long positions in European equity index futures as prices fell as a ~~decrease~~decline ofin ~~$25~~oil prices and manufacturing data increased concern over slowing inflation and global growth. Within the metals sector,~~597,074~~ losses were incurred primarily during January and February from ~~ending~~short ~~capital~~positions atin ~~December 31,~~gold ~~2013~~futures as prices moved higher after geo-political turmoil and concern over the strength of ~~$134~~the U.S. economy increased demand for the precious metal. Additional losses were incurred during January from long positions in copper futures as prices declined on speculation that rising borrowing costs in emerging markets will dampen economic growth,~~945,871~~ eroding demand for industrial metals.

~~During~~28 the year, the Partnership posted a gain in net asset value per Unit as profits in the global interest rate, energy, currency, and agricultural sectors more than offset losses in the global stock index and metals sectors. The most significant gains were recorded within the global interest rate sector, primarily during August, from long positions in European fixed income futures as prices advanced after reports showed euro-area manufacturing output expanded less than expected during July, boosting speculation the European Central Bank would increase stimulus measures. Additional gains were recorded during the fourth quarter as prices continued to trend higher. Within the energy sector, gains were experienced during October, November, and December from short positions in crude oil and its related products 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 glut. Within the currency sector, gains were experienced during September from short positions in the euro versus the U.S. dollar. In September, the value of the U.S. dollar advanced as the U.S. employment rate fell to its lowest level since 2008 and the economy added more jobs than forecast, bolstering the case for the U.S. Federal Reserve to raise interest rates in 2015. Additional gains in this sector were recorded from positions in the Swiss franc, Mexican Peso, and Australian dollar. Within the agricultural sector, gains were experienced during September from short positions in wheat futures as prices dropped to the lowest level in four years on speculation that rising global production will curb exports from the U.S. Additional gains were recorded from long positions in livestock futures as prices trended higher throughout a majority of the first half of the year. A portion of the Partnership’s gains during the year was offset by trading losses within the global stock index sector, primarily during January, from long positions in Pacific Rim and European equity index futures as prices declined amid growing concern the global economic recovery is faltering. Additional losses were incurred during December from long positions in European equity index futures as prices fell as a decline in oil prices and manufacturing data increased concern over slowing inflation and global growth. Within the metals sector, losses were incurred primarily during January and February from short positions in gold futures as prices moved higher after geo-political turmoil and concern over the strength of the U.S. economy increased demand for the precious metal. Additional losses were incurred during January from long positions in copper futures as prices declined on speculation that rising borrowing costs in emerging markets will dampen economic growth, eroding demand for industrial metals.

~~The~~For ~~Partnership~~an ~~recorded~~analysis ~~total~~of ~~trading~~unrealized ~~results~~gains ~~including~~and ~~interest~~losses ~~income~~by ~~totaling~~contract ~~$10,013,788~~type and ~~expenses~~a ~~totaling~~further ~~$11,480,976,~~description ~~resulting in net loss~~ of ~~$1,467,188~~2016 ~~for~~trading ~~the year ended December 31~~results, ~~2013.~~refer ~~The~~to the Partnership’s ~~net~~Annual ~~asset~~Report ~~value per Unit decreased from $16.71 at December 31, 2012~~ to ~~$16.55~~Limited atPartners ~~December 31, 2013. Total redemptions~~ for the year ~~were~~ended ~~$36,469,331 and the Partnership’s ending capital was $134,945,871 at~~ December 31, ~~2013~~2016, awhich ~~decrease~~is ofincorporated ~~$37,936,519~~by ~~from~~reference ~~ending~~to ~~capital~~Exhibit at13.01 ~~December 31,~~of ~~2012~~this ofForm ~~$172,882,390~~10-K.

During the year, the Partnership posted a loss in net asset value as losses from trading metals, global interest rates, and energies offset gains from trading global stock indices, agriculturals, and currencies. The most significant losses were incurred in the metals sector, primarily during the third quarter, from short industrial and precious metals futures positions as improving economic data from China pushed industrial metals prices higher, while weaker U.S. economic data sent precious metals higher. Within the global interest rate sector, losses were incurred primarily during December from long positions in European fixed income futures as prices declined as the euro area’s emergence from its longest recession on record dampened demand for the relative “safety” of government debt. In the energy sector, losses were incurred during September from long positions in gasoil, gasoline, and crude oil futures as prices declined amid concern a potential shutdown of the U.S. government might reduce demand in the world’s largest oil consumer. The Partnership’s ~~losses for the year were offset by~~ gains ~~achieved within the global stock index sector, primarily during January, September,~~ and ~~October~~losses ~~from~~are ~~long~~allocated ~~positions~~among inits ~~U.S.,~~partners Pacific Rim, and European equity index futures as prices moved higher amid optimism central banks might generally maintain loose monetary policies to boost economic growth. These gains were further supplemented by profits from long positions in stock index futures during March, April, May, and September. Gains were also achieved within the agricultural complex, primarily during February, from short positions in wheat futures as prices declined as snowstorms in the Great Plains eased drought concerns for ~~the~~income ~~U.S.~~tax ~~crop~~purposes. Additional gains in this sector were recorded from short positions in sugar futures as prices moved lower on forecasts of large crop yields in Brazil and Thailand. Within the currency sector, gains were experienced primarily during December from short positions in the Japanese yen, as its value declined against other currencies amid speculation the Bank of Japan would continue unprecedented stimulus measures, while the U.S. Federal Reserve pares quantitative easing as the U.S. economy recovers.

26Off-Balance Sheet Arrangements and Contractual Obligations

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

~~For~~Market anRisk analysis of unrealized gains and losses by contract type and a further description of 2015 trading results, refer to the Partnership’s 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.

The Partnership’s ~~gains~~is a party to financial instruments with elements of off-balance sheet market and ~~losses~~credit risk. The Partnership/Master Fund, trade Futures Interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products. In entering into these contracts, the Partnership/Master Fund are ~~allocated~~subject ~~among~~to the market risk that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the positions held by the Partnership at the same time, and the Trading Advisors were unable to offset positions of the Partnership/Master Fund, the Partnership could lose all of its assets and the limited partners ~~for~~would ~~income~~realize ~~tax~~a ~~purposes~~loss equal to 100% of their capital accounts.

~~Off-Balance~~In ~~Sheet~~addition ~~Arrangements~~to the Trading Advisors’ internal controls, the Trading Advisors must comply with the Partnership’s/Master Fund’s trading policies that include standards for liquidity and ~~Contractual~~leverage ~~Obligations~~that must be maintained. The Trading Advisors and Ceres monitor the Partnership’s/Master Fund’s trading activities to ensure compliance with the trading policies and Ceres can require the Trading Advisors to modify positions of the Partnership/Master Fund if Ceres believes they violate the Partnership’s/Master Fund’s trading policies.

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

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

~~The~~Ceres ~~Partnership~~deals iswith athese ~~party~~credit torisks ~~financial instruments with elements~~ of ~~off-balance~~the ~~sheet~~Partnership ~~market~~in ~~and~~several ~~credit risk~~ways. ~~The~~First, ~~Partnership~~Ceres ~~trades~~monitors ~~futures~~the ~~contracts,~~Partnership’s/Master ~~options~~Fund’s oncredit ~~futures~~exposure ~~and~~to ~~forward~~each ~~contracts,~~exchange ~~and forward contracts~~ on ~~physical~~a ~~commodities~~daily ~~and~~basis. ~~other~~The commodity ~~interests,~~brokers ~~including,~~inform ~~but not limited to, foreign currencies, financial instruments, metals, energy and agricultural products. In entering into these contracts,~~ the Partnership/Master ~~is subject to the market risk that such contracts may be significantly influenced by market conditions~~Fund, ~~such~~ as ~~interest~~with ~~rate~~all ~~volatility,~~of ~~resulting~~their incustomers, ~~such~~of ~~contracts~~the ~~being~~Partnership’s/Master ~~less~~Fund’s ~~valuable.~~net Ifmargin ~~the markets~~requirements ~~should~~for ~~move against~~ all of ~~the~~its ~~positions~~existing ~~held~~open ~~by the Partnership at the same time~~positions, and ~~the~~Ceres ~~Trading~~has ~~Advisors~~installed ~~were~~a ~~unable~~system towhich ~~offset~~permits ~~positions~~it ofto monitor the Partnership,’s/Master ~~the~~Fund’s ~~Partnership~~potential ~~could~~net ~~lose~~credit ~~all~~exposure, ofexchange ~~its~~by ~~assets~~exchange, ~~and~~by adding the ~~limited~~unrealized ~~partners~~trading ~~would~~gains ~~realize~~on aeach ~~loss~~exchange, ~~equal~~if any, to ~~100%~~the ofPartnership’s/Master ~~their~~Fund’s ~~capital~~margin ~~accounts~~liability thereon.

InSecond, ~~addition~~the Partnership’s/Master Fund’s trading policies limit the amount of its net assets that can be committed at any given time to futures contracts and require a minimum amount of diversification in the ~~Trading~~Partnership’s/Master ~~Advisors~~Fund’s trading, ~~internal~~usually ~~controls,~~over ~~the~~several ~~Trading~~different ~~Advisors~~products ~~must comply~~and ~~with~~exchanges. Historically, the Partnership’s/Master ~~trading~~Fund’s ~~policies~~exposure ~~that~~to ~~include~~any ~~standards~~one ~~for~~exchange ~~liquidity~~has ~~and~~typically ~~leverage~~amounted ~~that~~to ~~must~~only bea ~~maintained.~~small ~~The~~percentage ~~Trading~~of ~~Advisors~~its total net assets and, ~~Ceres~~on ~~monitor~~those relatively few occasions where the Partnership’s/Master ~~trading~~Fund’s ~~activities~~credit toexposure ~~ensure~~climbs ~~compliance~~above ~~with~~such ~~the~~level, ~~trading policies and~~ Ceres ~~can~~deals ~~require~~with the ~~Trading~~situation ~~Advisors~~on toa ~~modify~~case ~~positions~~by ofcase ~~the~~basis, ~~Partnership~~carefully ifweighing ~~Ceres~~whether ~~believes~~the ~~they~~increased ~~violate~~level ~~the~~of ~~Partnership’s~~credit ~~trading~~exposure ~~policies.~~remains appropriate.

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

In29 addition to market risk, in entering into futures, forward and options contracts, there is a credit risk to the Partnership that the counterparty on a contract will not be able to meet its obligations to the Partnership. The ultimate counterparty or guarantor of the Partnership for futures, forward and options contracts traded in the United States, and most foreign exchanges on which the Partnership trades, is the clearinghouse associated with such exchange. In general, a clearinghouse is backed by the membership of the exchange and will act in the event of non-performance by one of its members or one of its member’s customers, which should significantly reduce this credit risk. There is no assurance that a clearinghouse, exchange, or other exchange member will meet its obligations to the Partnership, and Ceres and the commodity brokers will not indemnify the Partnership against a default by such parties. Further, the law is unclear as to whether a commodity broker has any obligation to protect its customers from loss in the event of an exchange or clearinghouse defaulting on trades effected for the broker’s customers. In cases where the Partnership trades off-exchange forward contracts with a counterparty, the sole recourse of the Partnership will be the forward contract’s counterparty.

~~Ceres~~For ~~deals~~additional ~~with~~information, ~~these~~see ~~credit~~Note ~~risks of~~5, ~~the~~“Financial ~~Partnership~~Instruments” inunder “Notes ~~several~~to ~~ways.~~Financial ~~First,~~Statements” ~~Ceres~~in ~~monitors~~ the Partnership’s ~~credit~~Annual ~~exposure~~Report to ~~each~~Limited ~~exchange~~Partners onfor ~~a daily basis. The commodity brokers inform~~ the ~~Partnership,~~year asended ~~with~~December ~~all of their customers~~31, ~~of the Partnership’s net margin requirements for all of its existing open positions~~2016, ~~and Ceres has installed a system~~ which ~~permits~~is itincorporated ~~to monitor the Partnership’s potential net credit exposure, exchange~~ by ~~exchange,~~reference ~~by adding the unrealized trading gains on each exchange, if any,~~ to ~~the~~Exhibit ~~Partnership’s~~13.01 ~~margin~~of ~~liability~~this ~~thereon~~Form 10-K.

~~Second,~~Inflation ~~the~~has ~~Partnership’s~~not ~~trading~~been ~~policies limit the amount of its net assets that can be committed at any given time to futures contracts and require~~ a ~~minimum~~major ~~amount~~factor ~~of diversification~~ in the Partnership’s ~~trading, usually over several different products and exchanges~~operations. Historically, the Partnership’s exposure to any one exchange has typically amounted to only a small percentage of its total net assets and on those relatively few occasions where the Partnership’s credit exposure climbs above such level, Ceres deals with the situation on a case by case basis, carefully weighing whether the increased level of credit exposure remains appropriate. Material changes to the trading policies may be made only with the prior written approval of the limited partners owning more than 50% of Units then outstanding.

~~Third,~~Critical ~~with~~Accounting ~~respect~~Policies to forwards 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.

27The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. As a result, actual results could differ from these estimates. A summary of the Partnership’s significant accounting policies is described in Note 2 to the Partnership’s financial statements included in “Item 8. Financial Statements and Supplementary Data.”

~~Table~~The Partnership’s most significant accounting policy is the valuation of ~~Contents~~its investments in the Master Funds and in Futures Interests and U.S. Treasury bills, as applicable. The fair value of the investments in the Master Funds is determined based on the respective Master Fund’s net asset value per unit as calculated by the Master Fund or the Partnership’s (1) net contribution to the Master Funds and (2) its allocated share of the undistributed profits and losses, including realized gains (losses) and net change in unrealized gains (losses) of the Master Funds. The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of non-exchange-traded foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as inputs the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.

~~For~~30 additional information, see Note 5, “Financial Instruments” under “Notes to Financial Statements” in the Partnership’s 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.

~~Inflation~~Item ~~has~~7A. ~~not~~Quantitative ~~been~~and aQualitative ~~major~~Disclosures ~~factor~~About inMarket ~~the Partnership’s operations~~Risk.

~~Fair~~The ~~Value~~Partnership ~~Measurements~~and SECOR Master Fund are commodity pools engaged primarily in the speculative trading of Futures Interests. The market-sensitive instruments held by the Partnership/SECOR Master Fund are acquired for speculative trading purposes only and, ~~Disclosures~~as a result, all or substantially all of the Partnership’s/SECOR Master Fund assets are at risk of trading loss. Unlike an operating company, the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership.

~~Fair~~The ~~Value~~Futures ofInterests ~~Financial~~traded ~~Instruments.~~by ~~The~~the ~~carrying~~Partnership/SECOR ~~value~~Master Fund involve varying degrees of ~~the~~related ~~Partnership’s~~market ~~assets~~risk. ~~and~~Market ~~liabilities~~risk is ~~presented~~often dependent upon changes in the ~~respective Statements~~level or volatility of ~~Financial~~interest ~~Condition~~rates, ~~that~~exchange ~~qualify~~rates, asand prices of financial instruments ~~under~~and commodities, factors that result in frequent changes in the ~~Financial~~fair ~~Accounting~~value ~~Standards~~of ~~Board~~the ~~(“FASB”)~~Partnership’s/SECOR ~~Accounting~~Master Fund’s ~~Standards~~open ~~Codification~~positions, ~~(“ASC”)~~and ~~825~~consequently in its earnings, ~~“Financial~~whether ~~Instruments~~realized or unrealized,” ~~approximates~~and cash flow. Gains and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled option contracts ~~fair~~are ~~value~~settled ~~due~~daily tothrough ~~the~~variation ~~short~~margin. ~~term~~Gains ~~nature~~and losses on off-exchange-traded forward currency contracts and forward currency option contracts are settled upon termination of ~~such~~the ~~balances~~contract. Gains and losses on off-exchange-traded forward currency option contracts are settled on an agreed-upon settlement date.

~~Spectrum~~The ~~Technical carries, and carried, its investment in SECOR Master Fund and Blackwater Master Fund, respectively, at fair value based on the~~ Partnership’s ~~(1)~~total ~~respective~~market ~~net~~risk ~~contributions~~may toincrease ~~SECOR Master Fund and Blackwater Master Fund and (2) its respective allocated share of the undistributed profits and losses, including realized gains~~ or ~~losses~~decrease ~~and~~as ~~net~~it ~~change~~is ininfluenced ~~unrealized~~by ~~gains~~a orwide ~~losses,~~variety of ~~SECOR Master Fund and Blackwater Master Fund. The Partnership invests in~~factors, ~~and invested in~~including, but ~~SECOR~~not ~~Master~~limited ~~Fund and Blackwater Master Fund~~to, ~~respectively,~~the ~~through~~diversification ~~a “master-feeder”~~among ~~structure.~~the ~~The~~ Partnership’s ~~pro-rata share of the results of~~ /SECOR Master Fund’s~~/Blackwater~~ ~~Master~~open ~~Fund’s~~positions, ~~trading~~the ~~activities~~volatility ispresent ~~shown~~within in the ~~Partnership’s~~markets, ~~Statements~~and ofthe ~~Income~~liquidity ~~and~~of ~~Expenses~~the markets.

~~Fair~~The face value isof ~~defined as~~ the ~~price~~market ~~that~~sector ~~would~~instruments beheld ~~received~~by tothe ~~sell~~Partnership/SECOR anMaster ~~asset~~Fund oris ~~paid~~typically tomany ~~transfer~~times athe applicable ~~liability~~margin inrequirements. anMargin ~~orderly~~requirements ~~transaction~~generally range between ~~market~~ ~~participants~~2% atand ~~the~~15% ~~measurement~~of ~~date~~contract ~~under~~face ~~current market conditions~~value. ~~The~~Additionally, ~~fair value hierarchy gives~~ the ~~highest~~use ~~priority~~of toleverage ~~unadjusted~~causes ~~quoted prices in active markets for identical assets or liabilities (Level 1) and~~ the ~~lowest~~face ~~priority~~value ~~to fair~~of ~~values derived from unobservable inputs (Level 3). The level in~~ the ~~fair~~market ~~value~~sector ~~hierarchy~~instruments ~~within~~held ~~which~~by the ~~fair~~Partnership/SECOR ~~value~~Master ~~measurement~~Fund typically into ~~its entirety falls shall~~ be ~~determined~~many ~~based~~times on the ~~lowest~~total ~~level~~capitalization ~~input~~of ~~that is significant to~~ the ~~fair~~Partnership/SECOR ~~value measurement~~Master ~~in its entirety~~Fund.

The ~~fair~~Partnership’s ~~value~~past performance ~~of exchange-traded futures, option and forward contracts~~ is ~~determined~~no byguarantee ~~the various exchanges, and reflects the settlement price for each contract as~~ of ~~the~~its ~~close~~future ofresults. ~~business~~Any onattempt ~~the~~to ~~last~~numerically ~~business~~quantify ~~day of~~ the ~~reporting~~Partnership’s ~~period.~~market ~~The~~risk ~~fair value of foreign currency forward contracts~~ is ~~extrapolated~~limited onby ~~a forward basis from~~ the ~~spot~~uncertainty ~~prices quoted as~~ of ~~approximately~~its ~~3:00~~speculative Ptrading.M. ~~(E.T.) on the last business day of the reporting period from various exchanges.~~ The ~~fair~~Partnership’s/SECOR ~~value~~Master ofFund’s ~~non-exchange~~speculative ~~traded foreign currency option contracts is calculated by applying an industry standard model~~trading ~~application~~and ~~for~~use ~~options valuation~~ of ~~foreign~~leverage ~~currency~~may ~~options,~~cause ~~using~~future aslosses ~~input the spot prices, interest rates~~ and ~~option~~volatility ~~implied volatilities quoted as of approximately 3:00 P.M.~~ (Ei.Te.), on“risk ~~the~~of ~~last~~ruin”) ~~business~~that ~~day~~far ofexceed the ~~reporting~~Partnership’s ~~period.~~experience ~~U.S.~~to ~~Treasury bills~~date ~~are~~under ~~valued at~~ the ~~last~~“Partnership’s ~~available~~Value ~~bid~~at ~~price~~Risk ~~received~~in ~~from~~Different ~~independent~~Market ~~pricing~~Sectors” ~~services~~section and assignificantly ofexceed the ~~close~~Value ofat ~~the~~Risk ~~last~~tables ~~business day of the reporting period~~disclosed.

~~The~~Limited ~~Partnership~~partners ~~considers~~will ~~prices~~not ~~for exchange-traded commodity futures, forward, swap and option contracts to~~ be ~~based~~liable ~~on unadjusted quoted prices in active markets~~ for ~~identical~~losses ~~assets~~exceeding and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available are priced by 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~~ atcurrent ~~fair~~net asset value ~~using unobservable inputs through the application~~ of ~~the~~their ~~General Partner’s assumptions and internal valuation pricing models (Level 3)~~investment. 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.

28Quantifying the Partnership’s Trading Value at Risk

~~Table~~The following quantitative disclosures regarding the Partnership’s market risk exposures contain “forward-looking statements” within the meaning of ~~Contents~~the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

~~Item 7A. QUANTITATIVE~~The ~~AND~~Partnership/SECOR ~~QUALITATIVE~~Master Fund account for open positions on the ~~DISCLOSURES~~basis ~~ABOUT~~of ~~MARKET~~fair ~~RISK~~value accounting principles. Any loss in the market value of the Partnership’s/SECOR Master Fund’s open positions is directly reflected in the Partnership’s earnings and cash flow.

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

~~The~~Value ~~Partnership~~at Risk is a ~~commodity~~measure ~~pool~~of ~~engaged~~the ~~primarily~~maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the ~~speculative~~inherent ~~trading~~uncertainty of ~~futures,~~the ~~forwards,~~Partnership’s/SECOR ~~options~~Master Fund’s speculative trading and ~~U.S.~~the ~~Treasury~~recurrence ~~bills.~~of ~~The~~ market~~-sensitive~~ ~~instruments~~movements ~~held~~far exceeding expectations in the markets traded by the Partnership/SECOR ~~are~~Master ~~acquired~~Fund ~~for~~could result ~~speculative~~in actual trading ~~purposes~~or ~~only~~non-trading ~~and~~losses far beyond the indicated Value at Risk of the Partnership’s experience to date (i.e., as“risk aof ~~result~~ruin”). In light of the foregoing, ~~all~~as orwell ~~substantially~~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 ~~assets~~losses ~~are~~in any market sector will be limited to Value at ~~risk~~Risk ofor ~~trading~~by ~~loss~~the Partnership’s attempts to manage its market risk.

~~Unlike~~31 ~~an operating company, the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership.~~

~~The~~Exchange ~~futures,~~margin ~~forwards~~requirements ~~and~~have ~~options~~been onused ~~such contracts traded~~ by the Partnership ~~and~~as ~~U.S.~~the ~~Treasury~~measure ~~bills involve varying degrees~~ of ~~related~~ ~~market~~its ~~risk.~~Value ~~Market~~at ~~risk~~Risk. isMargin ~~often~~requirements ~~dependent~~are ~~upon~~set ~~changes~~by inexchanges ~~the~~to ~~level~~equal or ~~volatility~~exceed ofthe ~~interest~~maximum ~~rates,~~losses ~~exchange~~reasonably ~~rates,~~expected ~~and~~to ~~prices~~be ofincurred ~~financial instruments and commodities, factors that result~~ in ~~frequent changes in~~ the fair value of ~~the Partnership’s~~any ~~open~~given ~~positions,~~contract ~~and consequently~~ in ~~its~~95%-99% ~~earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions~~ of ~~exchange-traded~~any ~~futures, exchange~~one-~~traded~~day ~~forward,~~interval. ~~and~~The ~~exchange-traded~~margin ~~futures-styled~~levels ~~option contracts~~ are ~~settled~~established ~~daily~~by ~~through~~dealers ~~variation~~and ~~margin.~~exchanges ~~Gains~~using ~~and~~historical ~~losses~~price onstudies ~~off-exchange-traded~~as ~~forward~~well ~~currency~~as ~~contracts~~an ~~and~~assessment ~~forward~~of ~~currency~~current ~~option~~market ~~contracts~~volatility ~~are~~(including ~~settled~~the ~~upon~~implied ~~termination~~volatility of the ~~contract.~~options ~~Gains and losses~~ on ~~off-exchange-traded~~a ~~forward~~given ~~currency~~futures ~~option~~contract) ~~contracts~~and ~~are~~economic ~~settled~~fundamentals onto anprovide ~~agreed-upon~~a ~~settlement~~probabilistic ~~date.~~estimate ~~U.S. Treasury bills are fair valued at the last available bid price received from independent pricing services as~~ of the ~~close~~maximum ofexpected ~~business~~near-term ~~on the last business~~ one-day ~~of the~~price ~~reporting period~~fluctuation.

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

The ~~face~~following ~~value~~tables ofindicate the ~~market~~trading ~~sector~~Value ~~instruments~~at ~~held~~Risk byassociated with the Partnership’s isopen ~~typically~~positions ~~many~~by ~~times~~market category ~~the~~as ~~applicable~~of ~~margin~~December 31, ~~requirements.~~2016 ~~Margin requirements~~and ~~generally~~2015 ~~range~~and ~~between~~the 2%highest, lowest and ~~15%~~average ofvalues ~~contract~~during ~~face~~the ~~value.~~twelve ~~Additionally~~months ended December 31, ~~the~~2016 ~~use~~and of2015. ~~leverage~~All ~~causes~~open ~~the~~position ~~face~~trading ~~value~~risk exposures of the ~~market~~Partnership ~~sector~~have ~~instruments~~been ~~held~~included byin calculating the ~~Partnership~~figures ~~typically~~set toforth bebelow. ~~many~~There ~~times~~has been no material change in the ~~total~~trading ~~capitalization~~Value ofat Risk information previously disclosed in the ~~Partnership~~ Form 10-K.

29As of December 31, 2016, the Partnership’s total capitalization was $62,870,541.


						Twelve Months Ended December 31, 2016
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Commodities	$	2,545,667		4.05	%	$	5,525,458	$	2,210,452	$	3,808,206
Equities		4,971,704		7.91			6,941,716		2,923,670		5,401,231
Currencies		6,186,417		9.84			9,171,218		3,350,153		6,071,653
Interest rates		1,900,235		3.02			3,291,761		1,619,014		2,497,709

Total	$	15,604,023		24.82	%

~~The~~* ~~Partnership’s~~Annual ~~past~~average ~~performance is no guarantee~~ of ~~its~~daily ~~future~~Values results. Any attempt to numerically quantify the Partnership’s market risk is limited by the uncertainty of its speculative trading. The Partnership’s speculative trading and use of leverage may cause future losses and volatility (i.e., “risk of ruin”) that far exceed the Partnership’s experience to date under the “Partnership’s Value at Risk ~~in Different Market Sectors” section and significantly exceed the Value at Risk (“VaR”) tables disclosed~~. ~~Limited partners will not be liable for losses exceeding the current net asset value of their investment.~~

~~Quantifying~~As of December 31, 2015, the Partnership’s ~~Trading~~total ~~Value~~capitalization ~~at Risk~~was $90,383,921.

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


						Twelve Months Ended December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Commodities	$	8,260,812		9.14	%	$	9,916,050	$	2,846,107	$	6,651,993
Equities		2,410,344		2.67			3,841,170		1,748,550		2,783,673
Currencies		4,028,853		4.46			7,574,622		1,936,232		5,019,439
Interest rates		5,345,720		5.91			5,999,962		2,743,300		4,346,771

Total	$	20,045,729		22.18	%

~~The~~* ~~Partnership~~Annual ~~accounts~~average ~~for open positions on the basis~~ of ~~fair~~daily ~~value~~Values ~~accounting~~at ~~principles~~Risk. ~~Any loss in the market value of the Partnership’s open positions is directly reflected in the Partnership’s earnings and cash flow.~~

~~The~~32 Partnership’s risk exposure in the market sectors traded by the Trading Advisors 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 Advisors in their daily risk management activities.

~~VaR~~Limitations ison aValue ~~measure~~at ofRisk 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~~an asAssessment ~~the risks and uncertainties intrinsic to all future projections, the inclusion~~ of ~~the~~Market ~~quantification~~Risk 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~~Value ~~maintenance~~at ~~margin~~Risk ~~requirements~~models ~~have~~permit ~~been~~estimation ~~used by the Partnership as the measure~~ of ~~its~~a ~~VaR.~~portfolio’s ~~Maintenance~~aggregate ~~margin~~market ~~requirements~~risk ~~are~~exposure, ~~set~~incorporating bya ~~exchanges~~range toof ~~equal~~varied market orrisks, ~~exceed~~reflect ~~the~~risk ~~maximum~~reduction ~~losses~~due ~~reasonably expected~~ to beportfolio ~~incurred~~diversification inor ~~the~~hedging ~~fair~~activities, ~~value~~and ofcan ~~any~~cover ~~given~~a ~~contract~~wide inrange ~~95% - 99%~~ of ~~any~~portfolio ~~one-day interval~~assets. ~~Maintenance~~However, ~~margin~~Value ~~has been~~at ~~used~~Risk ~~rather~~measures ~~than~~should ~~the~~be ~~more~~viewed ~~generally~~in ~~available~~light ~~initial~~of ~~margin,~~the ~~because~~methodology’s ~~initial margin includes a credit risk component~~limitations, which include, isbut may not ~~relevant~~be limited to, ~~VaR.~~the following:

~~The~~● ~~Partnership’s~~past ~~Value~~changes atin ~~Risk~~market risk factors will not always result in ~~Different~~accurate ~~Market~~predictions ~~Sectors~~of the distributions and correlations of future market movements;

~~The~~● ~~following~~changes ~~tables~~in ~~indicate~~portfolio ~~the~~value ~~trading~~caused ~~VaR associated with the Partnership’s open positions~~ by market ~~category~~movements asmay ofdiffer ~~December 31, 2015~~from ~~and~~those ~~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~~Value ~~have~~at ~~been~~Risk ~~included in calculating the figures set forth below.~~ model;

As● ofValue ~~December 31,~~at ~~2015,~~Risk ~~the~~results ~~Partnership’s~~reflect ~~total~~past ~~capitalization~~market ~~was~~fluctuations ~~approximately~~applied ~~$90~~to ~~million.~~current trading positions while future risk depends on future positions;

			December 31, 2015
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	8,260,812		9.14	%	$	9,916,050	$	2,846,107	$	6,651,993
Interest Rate		2,410,344		2.67	%		3,841,170		1,748,550		2,783,673
Equity		4,028,853		4.46	%		7,574,622		1,936,232		5,019,439
Commodity		5,345,720		5.91	%		5,999,962		2,743,300		4,346,771
Total	$	20,045,729		22.18	%

●

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

*● ~~Average~~the ofhistorical ~~daily~~market ~~VaR~~risk factor data used for Value at Risk estimation may provide only limited insight into losses that could be incurred under certain unusual market movements.

30Non-Trading Risk

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

AsA ofdecline ~~December 31,~~in ~~2014,~~short-term interest rates would result in a decline in the Partnership’s ~~total~~cash ~~capitalization~~management ~~was~~income. ~~approximately~~This ~~$109~~cash ~~million~~flow risk is not considered to be material.

			December 31, 2014
Market Sector	Value at Risk		% of TotalCapitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	3,458,829		3.16	%	$	8,221,918	$	3,216,424	$	5,832,489
Interest Rate		2,716,455		2.48			5,070,995		2,295,533		3,894,395
Equity		1,936,232		1.77			6,868,747		1,042,601		4,430,342
Commodity		2,743,300		2.51	%		5,631,963		2,676,762		3,745,905
Total	$	10,854,816		9.92	%

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

*Qualitative ~~Average~~Disclosure ofRegarding ~~daily~~Primary ~~VaR~~Trading Risk Exposures

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

~~VaR~~The ~~models~~Trading ~~permit~~Advisors, ~~estimation~~in ~~of a portfolio’s aggregate market risk exposure~~general, ~~incorporating~~tend ato ~~range~~utilize oftrading ~~varied~~system(s) ~~market~~to ~~risks, reflect risk~~take ~~reduction~~positions ~~due~~when tomarket ~~portfolio~~opportunities ~~diversification or hedging activities~~develop, and ~~can~~Ceres ~~cover~~anticipates athat ~~wide range of portfolio assets. However, VaR risk measures should be viewed in light of~~ the ~~methodology’s~~Trading ~~limitations,~~Advisors ~~which~~will ~~include,~~continue ~~but may not be limited~~ to~~, the~~ ~~following:~~do so.

•The following ~~past~~were ~~changes~~the inprimary ~~market~~trading risk ~~factors~~exposures ~~will~~of ~~not~~the ~~always~~Partnership ~~result~~at inDecember ~~accurate~~31, ~~predictions~~2016 ofby ~~the~~market ~~distributions~~sector. ~~and~~It ~~correlations~~may ofbe ~~future~~anticipated, however, that these market ~~movements;~~exposures will vary materially over time.

•Currencies. ~~changes~~The inPartnership’s ~~portfolio~~currency ~~value~~exposure ~~caused~~is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by ~~market~~interest ~~movements~~rate ~~may~~changes ~~differ~~as ~~from~~well ~~those~~as political and general economic conditions. The General Partner does not anticipate that the risk profile of the ~~VaR~~Partnership’s ~~model;~~currency sector will change significantly in the future.

•Equities. The ~~VaR~~Partnership’s ~~results~~primary ~~reflect~~equity ~~past~~exposure ~~market~~is ~~fluctuations~~to ~~applied~~equity price risk in the G8 countries. The stock index futures traded by the Partnership are limited to ~~current~~futures ~~trading~~on ~~positions~~broadly ~~while~~based ~~future~~indices. As of December 31, 2016, the Partnership’s primary exposures were in the VIX Market Volatility (U.S.), MIB (Italy), S&P 500 (U.S.), VSTOXX Volatility (Europe), and ISE 30 (Turkey) stock indices. The Partnership is primarily exposed to the risk ~~depends~~of onadverse ~~future~~price ~~positions;~~trends or static markets in the major U.S., European, and Pacific Rim 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.)

•Interest ~~VaR~~Rates. ~~using~~Interest arate ~~one-day~~movements ~~time~~directly ~~horizon~~affect ~~does~~the ~~not~~price ~~fully~~of ~~capture~~the futures positions held by the ~~market~~Partnership ~~risk~~and indirectly the value of ~~positions~~its ~~that~~stock ~~cannot~~index beand ~~liquidated~~currency orpositions. ~~hedged~~Interest ~~within~~rate movements in one ~~day;~~country as well as relative interest rate movements between countries materially affect the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G8 countries. However, the Partnership may also take futures positions in the government debt of smaller nations — e.g., Australia.

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

~~Non-Trading~~Commodities: ~~Risk~~

Metals. The Partnership’s ~~has~~primary ~~non-trading~~metal market ~~risk~~exposure onas ~~its~~of ~~foreign~~December 31, ~~cash~~2016 ~~balances~~was ~~not~~to ~~needed~~fluctuations ~~for~~in ~~margin.~~the price ~~These~~of ~~balances~~copper, ~~and~~aluminum, ~~any~~nickel, ~~market~~gold, ~~risk~~zinc, ~~they~~and ~~may represent are immaterial~~lead.

AEnergy. ~~decline~~The inPartnership’s ~~short-term~~primary ~~interest~~energy ~~rates~~market exposure ~~would~~is ~~result~~to inoil aand ~~decline~~natural gas price movements, often resulting from political developments in the ~~Partnership’s~~Middle ~~cash~~East ~~management income~~and weather conditions. ~~This~~Energy ~~cash~~prices ~~flow~~can ~~risk~~be isvolatile ~~not~~and ~~considered~~substantial profits and losses, which have been experienced in the past, are expected to continue to be ~~material~~experienced in these markets in the future.

~~Materiality,~~Grains. asThe ~~used~~Partnership’s ~~throughout~~trading ~~this~~risk exposure ~~section,~~in grains is ~~based~~primarily onto anagricultural ~~assessment~~price ~~of reasonably~~movements, ~~possible~~which ~~market~~are ~~movements~~often ~~and~~directly ~~any~~affected ~~associated~~by ~~potential~~severe ~~losses,~~or ~~taking~~unexpected ~~into~~weather ~~account~~conditions. ~~the leverage~~Wheat, ~~optionality~~corn, and ~~multiplier features of~~ the ~~Partnership’s~~soybean ~~market-sensitive~~complex ~~instruments,~~accounted infor ~~relation~~the tomajority of the Partnership’s ~~net~~grain exposure ~~assets~~as of December 31, 2016.

~~Qualitative~~Softs. ~~Disclosures~~The ~~Regarding~~Partnership’s ~~Primary~~trading ~~Trading~~risk ~~Risk~~exposure ~~Exposures~~in the soft commodities is primarily to agricultural-related price movements, which are often directly affected by severe or unexpected weather conditions. Coffee, cocoa, cotton, and sugar accounted for the majority of the Partnership’s soft commodities exposure as of December 31, 2016.

The following qualitative disclosures regarding the Partnership’s market risk exposures – except for (A) those disclosures that are statements of historical fact and (B) the descriptions of how the Partnership manages its primary market risk exposures – constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Livestock. The Partnership’s primary ~~market~~ risk ~~exposures,~~exposure asin ~~well~~livestock asis ~~the strategies used and~~ to befluctuations used by Ceres and the Trading Advisors for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in ~~historical price relationships, an influx of new market~~ ~~participants,~~cattle ~~increased regulation,~~ and ~~many~~hog ~~other factors could result in material losses, as well as in material changes to the risk exposures and the risk management strategies of the Partnership~~prices. ~~Investors must be prepared to lose all or substantially all of their investment in the Partnership.~~

~~The~~Qualitative ~~Trading~~Disclosures ~~Advisors,~~Regarding inMeans ~~general,~~of ~~tend~~Managing toRisk ~~utilize~~Exposure ~~trading system(s) to take positions when market opportunities develop, and Ceres anticipates that the Trading Advisors will continue to do so.~~

31The Partnership and the Trading Advisors, separately, attempt to manage the risk of the Partnership’s/SECOR Master Fund’s open positions in essentially the same manner in all market categories traded. Ceres attempts to manage market exposure by diversifying the Partnership’s assets among different market sectors and trading approaches through the selection of commodity trading advisors and by daily monitoring their performance. In addition, the Trading Advisors establish diversification guidelines, often set in terms of the maximum margin to be committed to positions in any one market sector or market-sensitive instrument.

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

~~The~~34 ~~following were the primary trading risk exposures of the Partnership at December 31, 2015 by market sector. It may be anticipated, however, that these market exposures will vary materially over time.~~

~~Equities. The~~Item ~~Partnership’s primary equity exposure is to equity price risk in the G-~~8 ~~countries~~. ~~The~~Financial ~~stock~~Statements 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 S&P 500 (U.S.), Dow Jones Euro STOXX 50 (Europe), NASDAQ 100 (U.S.), and ~~Nikkei 225~~Supplementary ~~(Japan) stock indices~~Data. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European, and Pacific Rim 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.)

~~Currencies.~~ The ~~Partnership’s~~ ~~currency~~Financial ~~exposure~~Statements ~~is to exchange rate fluctuations, primarily fluctuations that disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations~~ are ~~influenced~~incorporated by ~~interest~~reference ~~rate changes~~to ~~as well as political and general economic conditions. The General Partner does not anticipate that~~ the ~~risk profile of the~~ Partnership’s ~~currency~~December 31, ~~sector~~2016 ~~will~~Annual ~~change~~Report, ~~significantly~~which is infiled ~~the~~as ~~future~~Exhibit 13.01 hereto.

~~Interest~~Supplementary ~~Rates. Interest~~data ~~rate~~specified ~~movements directly affect the price of the futures positions held~~ by ~~the~~Item ~~Partnership~~302 ~~and indirectly the value~~ of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially affect the Partnership’s profitability. The Partnership’sRegulation ~~primary interest rate exposure is to interest rate fluctuations in the United States and the other G~~S-8K: ~~countries. However, the Partnership may also take futures positions in the government debt of smaller nations — e.g., Australia and New Zealand.~~

~~Commodities:~~Summary of Quarterly Results (Unaudited)

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


	For the period from October 1, 2016 to December 31, 2016		For the period from July 1, 2016 to September 30, 2016		For the period from April 1, 2016 to June 30, 2016		For the period from January 1, 2016 to March 31, 2016
Total trading results	$	(2,596,802)	$	1,318,135	$	(1,817,358)	$	1,979,079
Interest income		36,909		35,959		33,381		43,977
Total expenses		(889,407)		(1,140,010)		(1,143,175)		(1,490,826)

Net income (loss)	$	(3,449,300)	$	214,084	$	(2,927,152)	$	532,230

Net income (loss) per Unit	$	(0.88)	$	0.05	$	(0.63)	$	0.10


	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	$	(630,970)	$	6,613,728	$	(8,686,661)	$	8,943,749
Interest income		5,295		5,309		1,601		1,979
Total expenses		(1,341,415)		(1,542,822)		(1,460,831)		(2,225,541)

Net income (loss)	$	(1,967,090)	$	5,076,215	$	(10,145,891)	$	6,720,187

Net income (loss) per Unit	$	(0.41)	$	0.97	$	(1.86)	$	1.18

~~Metals. The~~35 ~~Partnership’s primary metal market exposure as of December 31, 2015 was to fluctuations in the price of copper, gold and aluminum.~~

~~Softs~~Item 9. ~~The Partnership’s~~ ~~trading~~Changes ~~risk exposure~~ in ~~the~~and ~~soft~~Disagreements ~~commodities~~with isAccountants ~~primarily~~on toAccounting ~~agricultural-related price movements, which are often directly affected by severe or unexpected weather conditions. Sugar~~ and ~~cocoa~~Financial ~~accounted for the majority of the Partnership’s soft commodities exposure as of December 31, 2015~~Disclosure.

~~Grains. The Partnership’s~~On ~~trading~~December 1, ~~risk~~2016, ~~exposure~~the inBoard ~~grains~~of isDirectors ~~primarily~~of tothe ~~agricultural~~General ~~price~~Partner ~~movements,~~dismissed ~~which~~Deloitte & Touche ~~are~~LLP ~~often~~(“Deloitte”) ~~directly~~as ~~affected~~the byregistered ~~severe~~public oraccounting ~~unexpected~~firm ~~weather~~for ~~conditions.~~the ~~Corn~~Partnership, ~~and~~effective as of the ~~soybean~~close ~~complex~~of ~~accounted~~business ~~for~~on the ~~majority~~day of the Partnership’s ~~grain~~audited ~~exposure~~financial asstatements offor ~~December 31~~the 2016 fiscal year end, ~~2015~~including this Form 10-K, are filed.

~~Livestock.~~ The audit reports of Deloitte on the Partnership’s financial ~~primary~~statements ~~risk~~as ~~exposure~~of inand ~~livestock~~for isthe totwo ~~fluctuations~~most inrecent ~~cattle~~fiscal years (ending December 31, 2016 and ~~lean~~December 31, ~~hog~~2015) ~~prices~~did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

~~Qualitative~~During ~~Disclosures~~the ~~Regarding~~Partnership’s ~~Means~~three most recent fiscal years (ending December 31, 2016, December 31, 2015 and December 31, 2014), there were no disagreements between the Partnership and Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which ~~Managing~~disagreements, ~~Risk~~if ~~Exposure~~not resolved to the satisfaction of Deloitte, would have caused it to make a reference to the subject matter thereof in its report on the financial statements of the Partnership for such periods. During the Partnership’s three most recent fiscal years (ending December 31, 2016, December 31, 2015 and December 31, 2014), there were no “reportable events” (as defined in Regulation S-K Item 304(a)(1)(v)).

~~The~~On ~~Partnership~~December 1, ~~and~~2016, the ~~Trading~~Board ~~Advisors,~~of ~~separately,~~Directors ~~attempt~~of tothe ~~manage~~General ~~the~~Partner, ~~risk~~on behalf of the Partnership’s, ~~open positions~~approved ~~in essentially~~ the ~~same~~engagement of ~~manner~~Ernst & inYoung ~~all~~LLP ~~market~~(“EY”) ~~categories~~as ~~traded.~~the ~~Ceres~~independent ~~attempts~~registered topublic ~~manage~~accounting ~~market~~firm ~~exposure~~for bythe ~~diversifying~~Partnership. During the Partnership’s ~~assets~~fiscal ~~among~~years ~~different~~ending ~~market~~December 31, ~~sectors~~2015 and ~~trading~~December 31, ~~approaches~~2014 ~~through~~and the ~~selection~~interim ofperiod ~~commodity~~prior ~~trading~~to ~~advisors~~engaging ~~and~~EY, byneither ~~daily~~the ~~monitoring~~Partnership, the General Partner, nor anyone on their ~~performance.~~behalf Inconsulted ~~addition~~EY, on behalf of the ~~Trading~~Partnership, ~~Advisors~~regarding ~~establish~~the ~~diversification~~application ~~guidelines,~~of ~~often~~accounting ~~set~~principles into ~~terms~~a ofspecified transaction (either completed or proposed), the type ~~maximum~~of ~~margin~~audit toopinion that might be ~~committed~~rendered toon ~~positions~~the inPartnership’s financial statements, or any ~~one~~matter ~~market~~that ~~sector~~was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto, or ~~market~~a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-~~sensitive instrument~~K.

~~Ceres~~Item ~~monitors and controls the risk of the Partnership’s non-trading instrument, cash~~9A. ~~Cash~~Controls isand ~~the only Partnership investment directed by Ceres rather than the Trading Advisors~~Procedures.

32The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods expected in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the President and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

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

~~Item~~The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December ~~8. FINANCIAL~~31, ~~STATEMENTS~~2016 ~~AND~~and, ~~SUPPLEMENTARY~~based ~~DATA~~on that evaluation, the General Partner’s President and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

The ~~Financial~~Partnership’s ~~Statements~~internal ~~are~~control ~~incorporated~~over byfinancial ~~reference~~reporting tois a process under the ~~Partnership~~supervision of the General Partner’s ~~December 31,~~President ~~2015~~and ~~Annual~~CFO ~~Report,~~to ~~which~~provide isreasonable ~~filed~~assurance ~~as Exhibit~~regarding ~~13.01~~the ~~hereto~~reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:

~~Supplementary~~• ~~data~~pertain ~~specified~~to bythe ~~Item 302~~maintenance of ~~Regulation~~records ~~S-K:~~that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

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

	For the period fromOctober 1, 2015 toDecember 31, 2015			For the period fromJuly 1, 2015 toSeptember 30, 2015			For the period fromApril 1, 2015 toJune 30, 2015			For the period fromJanuary 1, 2015 toMarch 31, 2015
Total trading results	$	(630,970	)	$	6,613,728		$	(8,686,661	)	$	8,943,749
Interest income		5,295			5,309			1,601			1,979
Total expenses		(1,341,415	)		(1,542,822	)		(1,460,831	)		(2,225,541	)
Net income (loss)	$	(1,967,090	)	$	5,076,215		$	(10,145,891	)	$	6,720,187
Net income (loss) per Unit	$	(0.41	)	$	0.97		$	(1.86)		$	1.18
	For the period fromOctober 1, 2014 toDecember 31, 2014			For the period fromJuly 1, 2014 toSeptember 30, 2014			For the period fromApril 1, 2014 toJune 30, 2014			For the period fromJanuary 1, 2014 toMarch 31, 2014
Total trading results	$	13,577,208		$	6,057,156		$	8,028,540		$	(5,889,693	)
Interest income		3,025			2,830			3,865			8,129
Total expenses		(2,129,636	)		(1,423,061	)		(1,486,869	)		(2,313,705	)
Net income (loss)	$	11,450,597		$	4,636,925		$	6,545,536		$	(8,195,269	)
Net income (loss) per Unit	$	1.90		$	0.72		$	0.92		$	(1.02)

•

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

~~Item~~The 9Annual Report for the year ended December 31, 2016, filed as Exhibit 13.01 ~~CHANGES~~hereto INincludes, ~~AND~~the ~~DISAGREEMENTS~~General Partner’s ~~WITH~~report ~~ACCOUNTANTS~~on ONinternal ~~ACCOUNTING~~control ~~AND~~over ~~FINANCIAL~~financial ~~DISCLOSURE~~reporting (“Management’s Report”).

~~None.~~There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended December 31, 2016, that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9A 9B. ~~CONTROLS~~ ~~AND~~Other ~~PROCEDURES~~ Information.

Under the supervision and with 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 defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2015None. 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.

3336

~~Table~~PART ofIII ~~Contents~~

~~Management’s~~Item ~~Report~~10. onDirectors, ~~Internal~~Executive ~~Control~~Officers ~~Over~~and ~~Financial~~Corporate ~~Reporting~~ Governance.

~~Ceres~~The isPartnership ~~responsible~~has ~~for~~no ~~establishing~~directors ~~and~~or ~~maintaining~~executive ~~adequate~~officers ~~internal~~and ~~control~~its ~~over~~affairs ~~financial~~are ~~reporting~~managed ~~(as~~by ~~defined~~its inGeneral ~~Rules~~Partner. ~~13a-15(f) and~~Investment ~~15d-15(f)~~decisions ~~under~~are made by the ~~Exchange~~Trading ~~Act)~~Advisors.

~~Ceres~~The ~~has~~directors ~~assessed~~and ~~the~~executive ~~effectiveness~~officers of the ~~Partnership’s~~General ~~internal~~Partner ~~control~~are ~~over~~Patrick ~~financial~~T. ~~reporting~~Egan as(President ofand ~~December 31,~~Chairman ~~2015.~~of Inthe ~~making~~Board ~~this~~of ~~assessment,~~Directors ~~Ceres~~of ~~used~~ the ~~criteria~~General ~~set~~Partner), ~~forth~~Steven byRoss ~~the~~(Chief ~~Committee~~Financial ofOfficer ~~Sponsoring~~and ~~Organizations~~Director), ofMaureen ~~the~~O’Toole ~~Treadway~~(Director), ~~Commission~~M. ~~known~~Paul asMartin ~~COSO~~(Director), inFeta ~~Internal~~Zabeli ~~Control-Integrated~~(Director) ~~Framework~~and ~~2013~~Matthew R. ~~Ceres~~Graver (Director). ~~has~~Each ~~concluded~~director ~~that,~~holds asoffice ofuntil ~~December 31, 2015,~~ the ~~Partnership’s~~earlier ~~internal~~of ~~control~~his ~~over~~or ~~financial~~her ~~reporting~~death, isresignation ~~effective~~or ~~based~~removal. Vacancies on ~~these~~the ~~criteria.~~board ~~This~~of ~~report~~directors ~~shall~~may ~~not~~ be ~~deemed~~filled toby beeither ~~filed~~(i) the ~~for~~majority ~~purposes~~vote of ~~Section 18 of~~ the ~~Exchange~~remaining ~~Act~~ directors or ~~otherwise~~(ii) MSD ~~subject~~Holdings, toas the ~~liabilities~~sole member of ~~that~~the ~~section~~General Partner. ~~This~~The ~~annual~~officers ~~report~~of ~~does~~the ~~not~~General ~~include~~Partner anare ~~attestation~~designated ~~report~~by of the ~~Partnership~~General Partner’s ~~independent~~board ~~registered~~of ~~public~~directors. ~~accounting~~Each ~~firm~~officer ~~regarding~~will ~~internal~~hold ~~control~~office ~~over~~until ~~financial~~his ~~reporting~~or ~~pursuant to~~her ~~SEC~~successor ~~rules~~is ~~that~~designated ~~permit~~and ~~the~~qualified ~~Partnership,~~or asuntil ahis ~~non-accelerated~~or ~~filer~~her death, toresignation or ~~provide only management’s report in this annual report~~removal.

~~Changes~~Directors inof the General Partner are responsible for overall corporate governance of the General Partner and ~~Internal~~meet ~~Control~~periodically ~~over~~to ~~Financial~~consider ~~Reporting~~strategic decisions regarding the General Partner’s activities. Under CFTC rules, each Director of the General Partner is deemed to be a principal of the General Partner and, as a result, is listed as such with NFA. Patrick T. Egan, Steven Ross, Maureen O’Toole and Feta Zabeli serve on the General Partner’s Investment Committee and are the trading principals responsible for allocation decisions (or supervising those responsible).

~~There~~Patrick ~~have~~T. Egan, age 48, has been noa ~~changes~~Director inof the ~~Partnership’s~~General ~~internal~~Partner ~~control~~since ~~over~~December ~~financial~~2010. Since December 2010, ~~reporting~~Mr. Egan ~~during~~has been a principal and registered as an associated person of the ~~fiscal~~General ~~quarter~~Partner, ~~ended~~and is an associate member of NFA. Since October 2014, Mr. Egan has served as President and Chairman of the Board of Directors of the General Partner. 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 known as Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities, and Morgan Stanley AI GP LLC, formerly known as Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. From September 2013 to May 2014, Mr. Egan was registered as an associated person and listed as a principal of each such entity. Since January 2013, each such entity has been registered as a commodity pool operator with the CFTC. Mr. Egan was responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. From June 2009 to December 312014, ~~2015~~Mr. Egan was employed by Morgan Stanley Smith Barney LLC, ~~that~~a ~~have~~financial ~~materially~~services ~~affected~~firm, orwhere ~~are~~his ~~reasonably~~responsibilities ~~likely~~included serving as Executive Director and as Co-Chief Investment Officer for Morgan Stanley Managed Futures from June 2009 through June 2011 and as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014. Since October 2014, Mr. Egan has been responsible for the day-to-day ~~materially~~operations ~~affect~~and management of Morgan Stanley Managed Futures. Since January 2015, Mr. Egan has been employed by the ~~Partnership~~General Partner. From November 2010 to October 2014, Mr. Egan was registered as an associated person of Morgan Stanley Smith Barney LLC. From April 2007 through June 2009, Mr. Egan was employed by MS & Co., a financial services firm, where his responsibilities included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s ~~internal~~Managed ~~control~~Futures ~~over~~Department. From April 2007 through June 2009, Mr. Egan was registered as an associated person of MS & Co. From March 1993 through April 2007, Mr. Egan was employed by Morgan Stanley DW Inc., a financial ~~reporting~~services firm, where his initial responsibilities included serving as an analyst and manager within the Managed Futures Department (with primary responsibilities for product development, due diligence, investment analysis and risk management of the firm’s commodity pools) and later included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From February 1998 through April 2007, Mr. Egan was registered as an associated person of Morgan Stanley DW Inc. From August 1991 through March 1993, Mr. Egan was employed by Dean Witter Intercapital, the asset management arm of Dean Witter Reynolds, Inc., where his responsibilities included serving as a mutual fund administration associate. Mr. Egan also served as a Director from November 2004 through October 2006, and from November 2006 through October 2008 of the Managed Funds Association’s Board of Directors, a position he was elected to by industry peers for two consecutive two-year terms. Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.

~~Limitations~~37 ~~on the Effectiveness of Controls~~

~~Any~~Steven ~~control~~Ross, ~~system~~age 45, nohas ~~matter~~been ~~how~~Chief ~~well~~Financial ~~designed~~Officer and ~~operated,~~a ~~can~~principal ~~provide~~of the ~~reasonable~~General ~~(not~~Partner ~~absolute)~~since ~~assurance~~July ~~that~~2014 ~~its~~and ~~objectives~~a ~~will~~Director beof ~~met~~the General Partner since February 2016. ~~Furthermore~~ Mr. Ross has been employed by Morgan Stanley Investment Management, noa ~~evaluation~~financial services firm, since September 2005, where his responsibilities include serving as an Assistant Treasurer of ~~controls~~Morgan ~~can~~Stanley ~~provide~~with ~~absolute~~respect ~~assurance~~to ~~that~~certain ~~all~~investment ~~control~~vehicles ~~issues~~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 ~~instances~~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 ~~fraud~~certain funds sponsored by JPMorgan Chase & Co. and other large fund families serviced by JPMorgan Investor Services Co. From April 1997 to December 1997, ifMr. Ross ~~any~~was employed by Investors Bank & Trust, ~~have~~a ~~been~~financial ~~detected~~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.

~~Item~~Maureen O’Toole, age 59, has been a Director, listed as a principal and registered as an associated person of the General Partner since May 2016. She has also been the Head of Managed Futures at Morgan Stanley Investment Management, a financial services firm, since May 2016 where she is responsible for developing and managing the managed futures business strategy. She joined Morgan Stanley Investment Management in June 2012 as Managing Director in charge of the intermediary alternative investment sales team. In this capacity she was responsible for the management of a team responsible for business development in managed futures, hedge funds and private investments. She has been registered as an associated person of Morgan Stanley Investment Management since June 2012. From April 2010 until June 2012, Ms. 9BO’Toole was a managing director at K2 Advisors, L. ~~OTHER~~L.C., ~~INFORMATION~~a hedge fund investment advisory firm, where she was responsible for development of the firm’s investment funds. Between March 1993 and April 2010, Ms. O’Toole was employed by a variety of divisions within what became Citigroup Global Markets Inc., a financial services firm. Between August 2009 and April 2010, she worked in product development within Citi Private Bank, where she assisted in sourcing new investment platforms for its alternatives business. Between January 2002 and August 2009, Ms. O’Toole was Managing Director and Head of Sales and Client Service within Citigroup Alternative Investments. In this role she managed the high net worth sales team for Citigroup Alternative Investments through the Global Wealth Management channel, overseeing education and marketing. Prior to that, between November 1996 and January 2002, Ms. O’Toole was Director of Sales and Marketing within the managed futures department of Smith Barney. Prior to being named Director of Sales and Marketing, Ms. O’Toole was involved in the international development of the managed futures business within the managed futures department from March 1993 until November 1996. In this role, Ms. O’Toole oversaw due diligence and portfolio construction for the managed futures department. Ms. O’Toole served as a Director of Citigroup Managed Futures LLC (the predecessor entity to the General Partner) from August 2001 until October 2006, was listed as a principal of such entity from August 1998 until October 2006 and was registered as an associated person of such entity from January 2004 until October 2006. She was also registered as an associated person of Citigroup Global Markets Inc. from April 1993 until June 2010. Prior to Citigroup Global Markets Inc., Ms. O’Toole was employed at Rodman & Renshaw Inc., an investment bank, as head of managed futures manager research and portfolio construction between March 1989 and March 1993 and was registered as an associated person from June 1991 until March 1993. She was registered as an associated person of Rosenthal Collins Futures Management, Inc., a commodity pool operator and wholly owned subsidiary of Rodman & Renshaw, from January 1992 until March 1993. She began her investment career at Drexel Burnham Lambert Inc., an investment bank, in January 1982 where she worked as a research analyst, performing modeling on financial futures hedging and trading strategies until February 1989 and was registered as an associated person from December 1988 until February 1989. Ms. O’Toole obtained her Bachelor of Arts in Speech Pathology and Audiology from California State University Chico, in June 1979, and her Masters in Management from Kellogg Graduate School of Management at Northwestern University, in June 1989.

~~Effective~~38 ~~February 1, 2016, Steven Ross was appointed as a director of the General Partner and Frank Smith resigned as a director of the General Partner.~~

~~Effective~~M. ~~February~~Paul 24Martin, ~~2016~~age 58, ~~Edmond~~has ~~Moriarty~~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 ~~Kevin~~out-sourced ~~Klingert~~global ~~resigned~~operations, and serving as ~~directors~~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 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.

34Feta Zabeli, age 57, has been a Director of the General Partner since October 2014. Mr. Zabeli has also served as a director on the Board of Directors of Morgan Stanley Investment Management, a financial services firm, since January 2015 and has been listed as a principal since February 2015. Since May 2016, Mr. Zabeli is the Chief Risk Officer for Morgan Stanley Investment Management, responsible for all investment and operational risk management globally. From January 2012 to May 2016, Mr. Zabeli was Global Head of Risk for Morgan Stanley Investment Management’s Traditional Asset Management business where he was responsible for investment risk of all equity, fixed income, money market, multi-asset class and alternatives portfolios. He was also responsible for counterparty and quantitative model risk for the traditional asset management business. He joined Morgan Stanley in January 2012. 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 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.

~~Table~~Matthew R. Graver, age 49, has been a Director of ~~Contents~~the General Partner and listed as a principal since November 2016. Since January 2008, Mr. Graver has served as Managing Director of Morgan Stanley Investment Management, a financial services firm, and Chief Operating Officer for Morgan Stanley AIP Fund of Hedge Funds, a business unit offering managed portfolios of hedge funds. Since November 2015, Mr. Graver has been listed as a principal and director of Morgan Stanley AIP Cayman GP Ltd., a commodity pool operator. From January 2005 to January 2008, Mr. Graver served as Executive Director of Morgan Stanley Investment Management and from August 2003 to January 2005, Mr. Graver served as Vice President of Morgan Stanley Investment Management. From August 2003 to January 2008, Mr. Graver’s primary responsibilities included serving as Head of Operational Due Diligence for Morgan Stanley AIP Fund of Hedge Funds in which role he oversaw due diligence into operational factors of alternative investment entities. From July 1997 to July 2003, Mr. Graver was employed by PricewaterhouseCoopers LLP, an international auditing and professional services firm, where he served as a senior audit manager and was responsible for managing independent audits of financial services firms. From June 1993 to June 1997, Mr. Graver was employed by PNC Bank, a bank offering consumer and corporate services, where he served as a mutual fund accounting manager and was responsible for managing an accounting team that performed daily accounting functions and valuation calculations for a group of mutual funds. From July 1989 through June 1993, Mr. Graver was employed by Coopers & Lybrand LLP, a predecessor accounting firm to PricewaterhouseCoopers LLP, where he was a senior audit associate and was responsible for performing audits of financial services firms. Mr. Graver earned his Bachelor of Science degree in Accounting in May 1989 from Pennsylvania State University and Masters of Business Administration from Villanova University in May 2002.

~~PART~~39 ~~III~~

~~Item 10~~The Partnership has not adopted a code of ethics that applies to officers because it has no officers. ~~DIRECTORS~~ In addition, ~~EXECUTIVE~~the ~~OFFICERS~~Partnership ~~AND~~has ~~CORPORATE~~not ~~GOVERNANCE~~adopted any procedures by which investors may recommend nominees to the Partnership’s board of directors and has not established an audit committee because it has no board of directors.

~~The~~Item ~~Partnership has no directors or executive officers and its affairs are managed by its General Partner~~11. ~~Investment~~Executive ~~decisions are made by the Trading Advisors~~Compensation.

The Partnership has no directors and executive officers ~~of the General Partner are Patrick T~~. ~~Egan~~As ~~(President~~a ~~and~~limited ~~Chairman~~partnership, of the ~~Board~~ ofbusiness ~~Directors~~ of the ~~General~~Partnership ~~Partner),~~is ~~Steven~~managed by ~~Ross (Chief Financial Officer and Director)~~Ceres, M.which ~~Paul~~is ~~Martin~~responsible ~~(Director)~~for ~~and Feta Zabeli (Director). Each director holds office until~~ the ~~earlier~~administration of ~~his~~the orbusiness ~~her~~affairs ~~death,~~of ~~resignation~~the ~~or removal~~Partnership. ~~Vacancies on~~The ~~the~~Partnership ~~board~~pays ofCeres ~~directors~~a ~~may~~General bePartner ~~filled~~fee byequal ~~either~~to ~~(i)~~an ~~the~~annual ~~majority~~rate ~~vote~~ of ~~the~~2.0% ~~remaining directors or~~ (iipaid monthly) ~~MSSBH, as the sole member~~ of the ~~General Partner. The officers of the General Partner are designated by the General Partner~~Partnership’s ~~board~~net ~~of directors~~assets. ~~Each officer will hold office until his or her successor is designated and qualified or until his or her death, resignation or removal.~~

~~Directors~~Item ~~of the General Partner are responsible for overall corporate governance of the General Partner and meet periodically to consider strategic decisions regarding the General Partner’s activities~~12. ~~Under~~Security ~~CFTC~~Ownership ~~rules, each Director~~ of ~~the~~Certain ~~General~~Beneficial ~~Partner~~Owners ~~is deemed to be a principal of the General Partner~~ and, asManagement ~~a result, is listed as such with the NFA. Patrick T. Egan, Feta Zabeli,~~ and ~~Steven~~Related ~~Ross~~Stockholder ~~serve on the General Partner’s Investment Committee and are the trading principals responsible for allocation decisions~~Matters.

Patrick T. Egan, 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~~Security ~~acts~~Ownership ~~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~~Certain ~~such~~Beneficial ~~entity~~Owners. ~~Since~~At ~~January~~February ~~2013~~28, 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 20142017, ~~Mr.~~there ~~Egan~~were ~~was~~no ~~employed~~persons byknown Morgan Stanley Smith Barney LLC, a financial services firm, where his responsibilities included serving as Executive Director and as Co-Chief Investment Officer for Morgan Stanley Managed Futures from June 2009 through June 2011 and as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014. Since October 2014, Mr. Egan has been responsible for management of the day-to~~-day~~ ~~operations~~be ofbeneficial ~~Morgan~~owners ~~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~~more ~~Stanley~~than ~~Smith~~5 ~~Barney~~percent ~~LLC. From April 2007 through June 2009, Mr. Egan was employed by MS & Co., a financial services firm, where his responsibilities included serving as Head~~ of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From April 2007 through November 2010, Mr. Egan was registered as an associated person of MS & Co. From March 1993 through April 2007, Mr. Egan was employed by Morgan Stanley DW Inc., a financial services firm, where his initial responsibilities included serving as an analyst and manager within the Managed Futures Department (with primary responsibilities for product development, due diligence, investment analysis and risk management of the firm’s commodity pools) and later included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures DepartmentUnits. From February 1998 through April 2007, Mr. Egan was registered as an associated person of Morgan Stanley DW Inc. From August 1991 through March 1993, Mr. Egan was employed by Dean Witter Intercapital, the asset management arm of Dean Witter Reynolds, Inc., where his responsibilities included serving as a mutual fund administration associate. Mr. Egan also served as a Director from November 2004 through October 2006, and from November 2006 through October 2008 of the Managed Funds Association’s Board of Directors, a position he was elected to by industry peers for two consecutive two-year terms. Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.

35(b) Security Ownership of Management. Under the terms of the Limited Partnership Agreement, the Partnership’s affairs are managed by the General Partner. The following table indicates securities owned by the General Partner as of December 31, 2016:

~~Steven~~(c) ~~Ross,~~Changes age 44, has been 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~~Control ~~from~~– ~~Rhode Island College in May 1995~~None.

M.Item ~~Paul Martin, age 57, has been a Director of the General Partner since October 2014~~13. ~~Mr.~~Certain ~~Martin~~Relationships 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~~Related ~~global operations~~Transactions, 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 2006Independence. 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 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.

~~Feta Zabeli, age 56, has been~~ (a) ~~Director~~Transactions 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 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 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~~related ~~management assignments in Hong Kong, Tokyo, London and New York~~persons. ~~From August 2006 to April 2009, Mr~~None. 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 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.

36(b) Review, approval or ratification of transactions with related persons. Not applicable.

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

~~Section 16(a)~~40 ~~Beneficial Ownership Reporting Compliance~~

ToItem ~~the~~14. ~~Partnership’s~~Principal ~~knowledge,~~Accountant ~~all~~Fees ~~required Section 16(a) filings during the fiscal year ended December 31, 2015, were timely~~ and ~~correctly made~~Services.

~~Code~~Ceres, on behalf of ~~Ethics~~the Partnership, pays all accounting fees. The Partnership reimburses Ceres through the General Partner 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, 2016.

~~The~~(1) ~~Partnership~~Audit ~~has~~Fees. ~~not~~The ~~adopted~~aggregate afees ~~code~~billed offor ~~ethics~~each ~~that~~of ~~applies to~~ the ~~Partnership’s~~last ~~principal~~two ~~executive~~fiscal ~~officer,~~years ~~principal~~for ~~financial officer,~~professional ~~principal~~services ~~accounting~~rendered ~~officer or controller, or persons performing similar functions. The Partnership is operated~~ by ~~its~~Deloitte ~~general~~for ~~partner,~~the years ~~Ceres.~~ended ~~The President~~December 31, ~~Chief~~2016 ~~Financial~~and ~~Officer,~~2015 ~~and~~for ~~each~~the ~~member~~audit of the ~~Board~~Partnership’s ofannual ~~Directors~~financial ofstatements, ~~Ceres~~review ~~are employees~~ of ~~Morgan~~financial ~~Stanley~~statements ~~and~~included ~~are~~in ~~subject to~~ the ~~code~~Partnership’s ofForms ~~ethics~~10-Q ~~adopted~~and by10-K ~~Morgan~~and ~~Stanley,~~other ~~the~~services ~~text~~normally ofprovided ~~which~~in ~~can~~connection with beregulatory ~~viewed~~filings onor ~~Morgan~~engagements ~~Stanley’s website at http~~were:~~//www.morganstanley.com/individual/ourcommitment/codeofconduct.html.~~

~~The~~2016: ~~Audit~~$114,300 ~~Committee~~

~~The~~2015: ~~Partnership is operated by its general partner~~$81,000 ~~Ceres, and has no audit committee.~~

~~Item 11~~(2) Audit-Related Fees. ~~EXECUTIVE COMPENSATION~~ None.

~~The~~(3) ~~Partnership~~Tax ~~has no directors and executive officers~~Fees. AsThe aPartnership ~~limited~~did ~~partnership,~~not ~~the~~pay ~~business~~Deloitte ofany ~~the~~amounts ~~Partnership~~in ~~is managed~~2016 byand ~~Ceres,~~2015 ~~which is responsible~~ for ~~the~~professional ~~administration~~services ofin ~~the~~connection ~~business~~with ~~affairs~~tax compliance, oftax ~~the~~advice, ~~Partnership.~~and ~~The~~tax ~~Partnership pays Ceres a general partner administrative fee equal to an annual rate of 2~~planning.0% ~~(paid monthly) of the Partnership’s net assets.~~

~~Item~~(4) ~~12.~~All ~~SECURITY~~Other ~~OWNERSHIP~~Fees. OFNone. ~~CERTAIN BENEFICIAL OWNERS AND~~

~~MANAGEMENT~~(5) ~~AND~~Not ~~RELATED~~applicable. ~~STOCKHOLDER MATTERS~~

(a6) ~~Security Ownership~~ ~~of Certain Beneficial Owners – At February 29, 2016, there were no persons known to be beneficial owners of more than 5 percent of the Units~~Not applicable.

~~(b) Security~~41 ~~Ownership of Management – At December 31, 2015, Ceres owned 55,189.877 Units of general partnership interest, representing a 1.2% interest in the Partnership.~~

~~(c) Changes~~PART inIV ~~Control – None.~~

Item 1315. ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Exhibits, ~~AND~~Financial ~~DIRECTOR~~Statement ~~INDEPENDENCE~~Schedules.

~~(a) Transactions~~1. ~~with~~Listing ~~related~~of ~~persons.~~Financial ~~None.~~Statements

~~(b)~~The ~~Review,~~following ~~approval~~financial ~~or ratification~~statements and report of ~~transactions~~independent ~~with~~registered public accounting firm, all appearing in the ~~related~~accompanying ~~persons.~~Annual ~~Not~~Report ~~applicable~~to Limited Partners for the year ended December 31, 2016, are incorporated by reference to Exhibit 13.01 of this Form 10-K:

~~(c) Promoters and certain control persons. MS&Co., CGM, Morgan Stanley Wealth Management and the General Partner would be considered promoters for purposes of item 404(c) of Regulation S~~-K. ~~The~~Report ~~nature and the amounts~~ of ~~compensation~~Deloitte ~~each~~& ~~promoter~~Touche ~~will receive~~LLP, ifindependent ~~any,~~registered ~~from~~public ~~the~~accounting ~~Partnership are set forth under “Item 1~~firm. ~~Business” and “Item 11. Executive Compensation.”~~

~~Item~~- ~~14.~~Statements ~~PRINCIPAL~~of ~~ACCOUNTANT~~Financial ~~FEES~~Condition, ~~AND~~including ~~SERVICES~~the Condensed Schedules of Investments, as of December 31, 2016 and 2015.

~~Ceres,~~- onStatements ~~behalf~~ of ~~the~~Income ~~Partnership,~~and ~~pays~~Expenses ~~all accounting~~and ~~fees.~~Changes ~~The Partnership reimburses Ceres through the General Partner fee it pays, as discussed~~ in ~~the Notes to Financial Statements in the Annual Report to the Limited~~ Partners’ Capital for the ~~year~~years ended December 31, 2016, 2015. and 2014.

(1) Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by Deloitte & Touche LLP (“D&T”) for the years ended December 31, 2015 and 2014 for the audit of the Partnership’s annual financial statements, review of financial statements included in the Partnership’s Forms 10-Q ~~and 10-K~~Notes ~~and~~to ~~other~~Financial ~~services normally provided in connection with regulatory filings or engagements were:~~ Statements.

~~2015:$81~~With the exception of the aforementioned information and the information incorporated in Items 7,~~000~~ 8 and 13, the Annual Report to Limited Partners for the year ended December 31, 2016 is not deemed to be filed with this report.

~~2014:$76,100~~2. Listing of Financial Statement Schedules

~~(2) Audit-Related~~No ~~Fees.~~Financial ~~None~~Statement schedules are required to be filed with this report.

(3~~) Tax Fees~~. ~~The~~Exhibits ~~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.~~

~~(4)~~For ~~All~~the ~~Other~~exhibits ~~Fees.~~incorporated ~~None~~by reference or filed herewith to this report, refer to the Exhibit Index.

3742

~~Table~~SIGNATURES ~~of Contents~~

~~PART~~Pursuant IVto 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.

~~Item~~MORGAN ~~15.~~STANLEY ~~EXHIBITS,~~SMITH ~~FINANCIAL~~BARNEY ~~STATEMENT~~SPECTRUM TECHNICAL ~~SCHEDULES~~L.P.

1. Listing of Financial Statements


By:		Ceres Managed Futures LLC
		(General Partner)

By:		/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director
		Date: March 28, 2017

~~The~~Pursuant ~~following~~to ~~financial~~the ~~statements~~requirements ~~and report~~ of ~~independent~~the ~~registered~~Securities ~~public~~Exchange ~~accounting~~Act ~~firm~~of 1934, ~~all~~this ~~appearing~~report inhas ~~the~~been signed ~~accompanying~~below ~~Annual~~by ~~Report~~the tofollowing ~~Limited~~persons ~~Partners~~on ~~for~~behalf of the ~~year~~registrant ~~ended~~and ~~December~~in ~~31,~~the ~~2015~~capacities ~~are~~and ~~incorporated~~on bythe ~~reference~~date ~~to Exhibit 13~~indicated.01 ~~of this Form 10-K:~~

	-		Report of Deloitte & Touche LLP, independent registered public accounting firm.
/s/ Patrick T. Egan		/s/ Feta Zabeli		/s/ Maureen O’Toole
	-		Statements of Financial Condition, including the Condensed Schedules of Investments, as of December 31, 2015 and 2014.
Patrick T. Egan		Feta Zabeli		Maureen O’Toole
	-		Statements of Income and Expenses and Changes in Partners’ Capital for the years ended December 31, 2015, 2014 and 2013.
President and Director		Director		Director
	-		Notes to Financial Statements.
Ceres Managed Futures LLC		Ceres Managed Futures LLC		Ceres Managed Futures LLC
Date: March 28, 2017		Date: March 28, 2017		Date: March 28, 2017
/s/ Steven Ross		/s/ M. Paul Martin		/s/ Matthew R. Graver
Steven Ross		M. Paul Martin		Matthew R. Graver
Chief Financial Officer and Director		Director		Director
(Principal Accounting Officer)		Ceres Managed Futures LLC		Ceres Managed Futures LLC
Ceres Managed Futures LLC		Date: March 28, 2017		Date: March 28, 2017
Date: March 28, 2017

~~With~~Supplemental ~~the~~Information ~~exception~~to ofbe ~~the~~Furnished ~~aforementioned~~With ~~information~~Reports ~~and~~Filed ~~the~~Pursuant ~~information incorporated in Items 7, 8 and 13, the Annual Report~~ to ~~Limited~~Section ~~Partners~~15(d) ~~for~~of the Exchange ~~year~~Act ~~ended~~by ~~December~~Registrants ~~31,~~Which ~~2015~~Have isNot ~~not~~Registered ~~deemed~~Securities Pursuant to beSection 12 ~~filed~~of ~~with~~the ~~this~~Exchange ~~report~~Act.

2.Annual Report ~~Listing~~to ofLimited ~~Financial~~Partners ~~Statement Schedules~~

No ~~Financial~~proxy ~~Statement~~material ~~schedules~~has ~~are~~been ~~required~~sent to belimited ~~filed with this report~~partners.

3.43 ~~Exhibits~~

~~For~~EXHIBITS ~~the exhibits incorporated by reference or filed herewith to this report, refer to Exhibit Index on Pages E-1 to E-4.~~


ITEM

3.01		Fifth 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. 0-26338), filed with the Securities and Exchange Commission on January 7, 2016.

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

3.03		Certificate of Amendment of Certificate of Limited Partnership, dated April 6, 1999 (changing its name from Dean Witter Spectrum Technical L.P.), is incorporated by reference to Exhibit 3.03 of the Partnership’s Registration Statement on Form S-1 (File No. 333-68779) filed with the Securities and Exchange Commission on April 12, 1999.

3.04		Certificate of Amendment of Certificate of Limited Partnership, dated November 1, 2001 (changing its name from Morgan Stanley Dean Witter Spectrum Technical L.P.), is incorporated by reference to Exhibit 3.01 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on November 1, 2001.

3.05		Certificate of Amendment of Certificate of Limited Partnership, dated June 1, 2009 (changing the name and mailing address of the general partner of the Partnership), is incorporated by reference to Exhibit 3.05 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on June 4, 2009.

3.06		Certificate of Amendment of Certificate of Limited Partnership, dated September 29, 2009 (changing its name from Morgan Stanley Spectrum Technical L.P. to Morgan Stanley Smith Barney Spectrum Technical L.P.), is incorporated by reference to Exhibit 3.06 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on October 5, 2009.

10.01		Management Agreement, dated as of November 1, 1994, among the Partnership, the General Partner, and Campbell & Company, Inc. is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-K (File No. 0-26338) for fiscal year ended December 31, 1998, filed with the Securities and Exchange Commission on March 31, 1999.

~~Table~~44 ~~of Contents~~

SIGNATURE



10.01(a)		Amendment to Management Agreement, dated as of November 30, 2000, among the Partnership, the General Partner, and Campbell & Company, Inc., is incorporated by reference to Exhibit 10.02 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on January 3, 2001.

10.01(b)		Amendment No. 2 to Management Agreement among the Partnership, the General Partner, and Campbell & Company, Inc., dated June 13, 2006, is incorporated by reference to Exhibit 10.02(b) of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on June 19, 2006.

10.01(c)		Amendment No. 3 to Management Agreement among the Partnership, the General Partner, and Campbell & Company, Inc., dated May 9, 2011, is incorporated by reference to Exhibit 10.01(c) of the Partnership’s Form 10-Q (File No. 0-26338) filed with the Securities and Exchange Commission on August 13, 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. 0-26338) filed with the Securities and Exchange Commission on August 13, 2014.

10.02		Management Agreement, dated as of January 1, 2004, among the Partnership, the General Partner, and Winton Capital Management Limited is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-26338), filed with the Securities & Exchange Commission on March 10, 2004.

10.02(a)		First Amendment to Management Agreement among the Partnership, the General Partner, and Winton Capital Management Limited, dated October 10, 2006, is incorporated by reference to Exhibit 10.18(a) of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on October 16, 2006.

10.02(b)		Amendment No. 2 to the Management Agreement by and among the Partnership, the General Partner and Winton Capital Management Limited, dated January 1, 2012, is incorporated by reference to Exhibit 10.04(b) of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on January 6, 2012.

10.03		Management Agreement by and among the Partnership, the General Partner and Blackwater Capital Management LLC, dated as of December 1, 2011, is incorporated by reference to Exhibit 10.05 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on December 7, 2011.

10.03(a)		Amendment No. 1 to the Management Agreement, among the Partnership, the General Partner and Blackwater Capital Management LLC, dated as of December 1, 2013, is incorporated by reference to Exhibit 10.03(a) of the Partnership’s Form 10-K (File No. 0-26338) filed with the Securities and Exchange Commission on March 28, 2014.

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

10.05		Escrow Agreement, dated as of July 25, 2007, among The Bank of New York, the General Partner, and Morgan Stanley & Co. Incorporated, is incorporated by reference to Exhibit 10.08 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on July 31, 2007.

~~Pursuant~~45 ~~to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

	MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P.
10.06	Form of Subscription Agreement Update Form to be executed by purchasers of Units is incorporated by reference to Exhibit C of the Partnership’s Prospectus, dated May 1, 2008, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 on May 8, 2008.
	(Registrant)
10.07	Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW, dated as of October 16, 2000, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on November 1, 2001.
	By:	Ceres Managed Futures LLC
10.07(a)	Amendment No. 1 to the Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW Inc. dated July 1, 2005, is incorporated by reference to Exhibit 10.10(a) of the Partnership’s Form 10-Q (File No. 0-26338) filed with the Securities and Exchange Commission on August 11, 2005.
		(General Partner)
10.08	Amended and Restated Commodity Futures Customer Agreement, between MS&Co. and the Funds listed on Appendix A thereto, dated as of November 12, 2013, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 0-26338) filed with the Securities and Exchange Commission on November 14, 2013.
March 28, 2016	By:	/s/Patrick T. Egan
10.09	Customer Agreement between the Partnership and MSIP, dated as of May 1, 2000, is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on November 1, 2001.
		Patrick T. Egan
10.10	Securities Account Control Agreement between the Partnership and MS&Co., dated as of May 1, 2000, is incorporated by reference to Exhibit 10.03 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on November 1, 2001.
		President and Director
10.11	Foreign Exchange and Options Master Agreement between Morgan Stanley Capital Group Inc. and the Partnership, dated as of March 18, 2005, is incorporated by reference to Exhibit 10.19 of the Partnership’s Post Effective Amendment No. 4 to the Partnership’s Registration Statement No. 333-113397 filed with the Securities and Exchange Commission on March 23, 2006.
10.12	Management Agreement, dated as of October 9, 2007, among the Partnership, the General Partner, and Aspect Capital Limited is incorporated by reference to Exhibit 10.20 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on October 15, 2007.
10.12(a)	Amendment No. 3 to the Management Agreement among the Partnership, the General Partner and Aspect Capital Limited, dated as of June 1, 2012, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 0-26338) filed with the Securities and Exchange Commission on August 13, 2012.
10.13	Management Agreement, dated as of October 9, 2007, among the Partnership, the General Partner, and Rotella Capital Management, Inc. is incorporated by reference to Exhibit 10.21 of the Partnership’s Form 8-K (File No. 0- 26338) filed with the Securities and Exchange Commission on October 15, 2007.
10.14	Foreign Exchange and Options Master Agreement, dated as of November 28, 2007, between Morgan Stanley & Co. Incorporated and the General Partner, is incorporated by reference to Exhibit 10.20 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on December 4, 2007.
10.15	Customer FX Prime Brokerage Agreement, dated as of November 27, 2007, between Morgan Stanley & Co. Incorporated and the General Partner, is incorporated by reference to Exhibit 10.21 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on December 4, 2007.
10.16	Management Agreement, dated as of December 31, 2015, by and among the Partnership, the General Partner and SECOR Capital Advisors, L.P., is incorporated by reference to Exhibit 10.16 of the Partnership’s Form 10-K (File No. 0-26338) filed with the Securities and Exchange Commission on March 30, 2015.
10.16(a)	Amendment No. 1 to the Management Agreement, among the General Partner, the Partnership and SECOR Capital Advisors, L.P., is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on January 7, 2016.

~~Pursuant~~46 ~~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



10.17		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. 0-26338) filed with the Securities and Exchange Commission on March 8, 2016.

10.18		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.

10.19		Amended and Restated Master Services Agreement, effective as of March 31, 2015, by and among SS&C Technologies, Inc., the General Partner and each of the collective investment vehicles listed in Schedule C thereto, is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on August 6, 2015.

10.20		Management Agreement, dated as of June 1, 2016, by and among the Partnership, the General Partner and FORT L.P. is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on June 1, 2016.

13.01		December 31, 2016 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.

99.1		December 31, 2016, SECOR Master Fund L.P. Financial Statements are filed herewith.

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

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 H. Zabeli	March 28, 2016
		Feta H. Zabeli, Director

^	Submitted electronically herewith.

3947

EXHIBIT INDEX

ITEM
3.01		Fifth 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. 0-26338), filed with the Securities and Exchange Commission on January 7, 2016.
3.02		Certificate of Limited Partnership, dated April 18, 1994, is incorporated by reference to Exhibit 3.02 of the Partnership’s Registration Statement on Form S-1 (File No. 33-80146) filed with the Securities and Exchange Commission on June 10, 1994.
3.03		Certificate of Amendment of Certificate of Limited Partnership, dated April 6, 1999 (changing its name from Dean Witter Spectrum Technical L.P.) is incorporated by reference to Exhibit 3.03 of the Partnership’s Registration Statement on Form S-1 (File No. 333-68779) filed with the Securities and Exchange Commission on April 12, 1999.
3.04		Certificate of Amendment of Certificate of Limited Partnership, dated November 1, 2001 (changing its name from Morgan Stanley Dean Witter Spectrum Technical L.P.), is incorporated by reference to Exhibit 3.01 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on November 1, 2001.
3.05		Certificate of Amendment of Certificate of Limited Partnership, dated June 1, 2009, (changing the name and mailing address of the general partner of the Partnership), is incorporated by reference to Exhibit 3.05 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on June 4, 2009.
3.06		Certificate of Amendment of Certificate of Limited Partnership, dated September 29, 2009 (changing its name from Morgan Stanley Spectrum Technical L.P., to Morgan Stanley Smith Barney Spectrum Technical L.P.), is incorporated by reference to Exhibit 3.06 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on October 5, 2009.
10.01		Management Agreement, dated as of November 1, 1994, among the Partnership, the General Partner, and Campbell & Company, Inc. is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-K (File No. 0-26338) for fiscal year ended December 31, 1998, filed with the Securities and Exchange Commission on March 31, 1999.

E-1

10.01(a)		Amendment to Management Agreement, dated as of November 30, 2000, among the Partnership, the General Partner, and Campbell & Company, Inc. is incorporated by reference to Exhibit 10.02 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on January 3, 2001.
10.01(b)		Amendment No. 2 to Management Agreement among the Partnership, the General Partner, and Campbell & Company, Inc., dated June 13, 2006, is incorporated by reference to Exhibit 10.02(b) of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on June 19, 2006.
10.01(c)		Amendment No. 3 to Management Agreement among the Partnership, the General Partner, and Campbell & Company, Inc., dated May 9, 2011, is incorporated by reference to Exhibit 10.01(c) of the Partnership’s Form 10-Q (File No. 0-26338) filed with the Securities and Exchange Commission on August 13, 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. 0-26338) filed with the Securities and Exchange Commission on August 13, 2014.
10.02		Management Agreement, dated as of January 1, 2004, among the Partnership, the General Partner, and Winton Capital Management Limited is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-26338), filed with the Securities & Exchange Commission on March 10, 2004.
10.02(a)		First Amendment to Management Agreement among the Partnership, the General Partner, and Winton Capital Management Limited, dated October 10, 2006, is incorporated by reference to Exhibit 10.18(a) of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on October 16, 2006.
10.02(b)		Amendment No. 2 to the Management Agreement by and among the Partnership, the General Partner and Winton Capital Management Limited, dated January 1, 2012, is incorporated by reference to Exhibit 10.04(b) of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on January 6, 2012.
10.03		Management Agreement by and among the Partnership, the General Partner and Blackwater Capital Management LLC, dated as of December 1, 2011, is incorporated by reference to Exhibit 10.05 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on December 7, 2011.
10.03(a)		Amendment No. 1 to the Management Agreement, among the Partnership, the General Partner and Blackwater Capital Management LLC, dated as of December 1, 2013, is incorporated by reference to Exhibit 10.03(a) of the Partnership’s Form 10-K (File No. 0-26338) filed with the Securities and Exchange Commission on March 28, 2014.
10.04		Form of Subscription and Exchange Agreement and Power of Attorney to be executed by each purchaser of Units is incorporated by reference to Exhibit B of the Partnership’s Prospectus, dated May 1, 2008, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 on May 8, 2008.
10.05		Escrow Agreement, dated as of July 25, 2007, among The Bank of New York, the General Partner, and Morgan Stanley & Co. Incorporated, is incorporated by reference to Exhibit 10.08 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on July 31, 2007.

E-2

10.06		Form of Subscription Agreement Update Form to be executed by purchasers of Units is incorporated by reference to Exhibit C of the Partnership’s Prospectus, dated May 1, 2008, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 on May 8, 2008.
10.07		Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW, dated as of October 16, 2000, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on November 1, 2001.
10.07(a)		Amendment No. 1 to the Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW Inc. dated July 1, 2005, is incorporated by reference to Exhibit 10.10(a) of the Partnership’s Form 10-Q (File No. 0-26338) filed with the Securities and Exchange Commission on August 11, 2005.
10.08		Amended and Restated Commodity Futures Customer Agreement, between MS&Co. and the Funds listed on Appendix A thereto, dated as of November 12, 2013, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 0-26338) filed with the Securities and Exchange Commission on November 14, 2013.
10.09		Customer Agreement between the Partnership and MSIP, dated as of May 1, 2000, is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on November 1, 2001.
10.10		Securities Account Control Agreement between the Partnership and MS&Co., dated as of May 1, 2000, is incorporated by reference to Exhibit 10.03 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on November 1, 2001.
10.11		Foreign Exchange and Options Master Agreement between Morgan Stanley Capital Group Inc. and the Partnership, dated as of March 18, 2005, is incorporated by reference to Exhibit 10.19 of the Partnership’s Post Effective Amendment No. 4 to the Partnership’s Registration Statement No. 333-113397 filed with the Securities and Exchange Commission on March 23, 2006.
10.12		Management Agreement, dated as of October 9, 2007, among the Partnership, the General Partner, and Aspect Capital Limited is incorporated by reference to Exhibit 10.20 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on October 15, 2007.
10.12(a)		Amendment No. 3 to the Management Agreement among the Partnership, the General Partner and Aspect Capital Limited, dated as of June 1, 2012, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 0-26338) filed with the Securities and Exchange Commission on August 13, 2012.
10.13		Management Agreement, dated as of October 9, 2007, among the Partnership, the General Partner, and Rotella Capital Management, Inc. is incorporated by reference to Exhibit 10.21 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on October 15, 2007.
10.14		Foreign Exchange and Options Master Agreement, dated as of November 28, 2007, between Morgan Stanley & Co. Incorporated and the General Partner, is incorporated by reference to Exhibit 10.20 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on December 4, 2007.
10.15		Customer FX Prime Brokerage Agreement, dated as of November 27, 2007, between Morgan Stanley & Co. Incorporated and the General Partner, is incorporated by reference to Exhibit 10.21 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on December 4, 2007.
10.16		Management Agreement, dated as of December 31, 2015, by and among the Partnership, the General Partner and SECOR Capital Advisors, L.P., is incorporated by reference to Exhibit 10.16 of the Partnership’s Form 10-K (File No. 0-26338) filed with the Securities and Exchange Commission on March 30, 2015.
10.16(a)		Amendment No. 1 to the Management Agreement, among the General Partner, the Partnership and SECOR Capital Advisors, L.P., is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on January 7, 2016.

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10.17		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. 0-26338) filed with the Securities and Exchange Commission on March 8, 2016.
10.18		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.
10.19		Amended and Restated Master Services Agreement, effective as of March 31, 2015, by and among SS&C Technologies, Inc., the General Partner and each of the collective investment vehicles listed in Schedule C thereto, is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-26338) filed with the Securities and Exchange Commission on August 6, 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.
99.1		September 30, 2015, Blackwater Master Fund L.P. Financial Statements are filed herewith.
99.2		December 31, 2015, SECOR Master Fund L.P. Financial Statements are filed herewith.
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.

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(1) Title of Class

(2) Name of
Beneficial
Owner

(3) Amount and
Nature of
Beneficial
Ownership

(4) Percent of
Class

General Partner

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