~~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 ~~000-53113~~period from to

~~MERITAGE~~Commission ~~FUTURES~~File ~~FUND~~Number 000-53113 ~~L.P.~~

~~(Exact~~MERITAGE ~~name~~FUTURES ofFUND ~~registrant~~L.P. ~~as specified in its charter)~~

Delaware				20-8529352
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

20-8529352

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

~~Indicate~~(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 of Regulation S-K~~ Section 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 12(g) ~~the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition~~ of ~~“large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of~~ the ~~Exchange~~ Act.: Units of Limited Partnership 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~~

~~Limited~~Yes ~~Partnership~~☐ No ~~Units~~☑ with an aggregate value of $12,572,983 of Class A, $1,538,551 of Class B, $712,998 of Class C, and $17,793 of Class Z were outstanding and held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter.

AsIndicate ofby ~~February 29,~~check ~~2016,~~mark ~~12,129.803~~if ~~Limited~~the ~~Partnership~~registrant ~~Class~~is Anot ~~Units~~required ~~were~~to ~~outstanding,~~file ~~1,101.594~~reports ~~Limited~~pursuant ~~Partnership~~to ~~Class~~Section 13 Bor ~~Units~~Section 15(d) ~~were outstanding,~~of ~~770.786~~the ~~Limited Partnership Class C Units were outstanding, 17~~Act.~~770~~ ~~Limited Partnership Class Z Units were outstanding.~~

~~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~~☐

~~MERITAGE~~Indicate ~~FUTURES~~by ~~FUND~~check Lmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of 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~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 31405 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. ☑

Part I.
Item 1.	Business	1-4
Item 1A.	Risk Factors	5-16
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17-23
Item 4.	Mine Safety Disclosures	24
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25-26
Item 6.	Selected Financial Data	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28-34
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	35-42
Item 8.	Financial Statements and Supplementary Data	43
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	45
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	46-49
Item 11.	Executive Compensation	50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
Item 13.	Certain Relationships and Related Transactions, and Director Independence	50
Item 14.	Principal Accountant Fees and Services	50
Part IV.
Item 15.	Exhibits, Financial Statement Schedules	51

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 ☐ (Do not check if a smaller reporting company)

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

~~Item 1. BUSINESS~~Yes ☐ No ☑

~~(a) General Development of Business. Meritage Futures Fund L.P. (“Meritage” or the “Partnership”) was formed on February 22, 2007, under the Delaware Revised Uniform~~ Limited Partnership ~~Act,~~Units aswith aan ~~multi-advisor~~aggregate ~~commodity~~value ~~pool created to profit from the speculative trading~~ of ~~domestic commodities and foreign commodity futures contracts~~$9, ~~forward contracts~~494,473 ~~foreign~~of ~~exchange commitments~~Class A, ~~options on physical commodities and futures contracts~~$1, ~~spot (cash) commodities and currencies~~038,282 ~~exchange~~ of ~~futures~~Class ~~contracts~~B, ~~for physicals transactions~~$759,634 ~~exchange~~ of ~~physicals~~Class ~~for futures contracts transactions~~C, and ~~any rights pertaining thereto (collectively~~$19,147 ~~“Futures~~of Class ~~Interests”)~~Z ~~through~~were ~~the~~outstanding ~~Partnership’s~~and ~~investments~~held inby ~~its~~non-affiliates ~~affiliated~~as ~~trading~~of ~~companies (each, a “Trading Company” or collectively,~~ the ~~“Trading~~ ~~Companies”).~~last ~~The~~business ~~Partnership~~day ~~is one~~ of the ~~partnerships~~registrant’s inmost ~~the~~recently ~~Managed~~completed ~~Futures~~second ~~Multi-Strategy~~fiscal ~~Profile Series, comprised of Meritage and LV Futures Fund L~~quarter.P.

~~The~~As ~~Partnership~~of ~~commenced trading operations on August~~February 128, ~~2007~~2017, in9,152.162 ~~accordance~~Limited ~~with~~Partnership ~~the~~Class A ~~terms~~Units ofwere ~~the~~outstanding, ~~limited~~761.124 ~~partnership~~Limited ~~agreement~~Partnership ofClass ~~the~~B Units ~~Partnership~~were outstanding, as428.256 ~~may~~Limited bePartnership ~~amended~~Class ~~from~~C ~~time~~Units towere ~~time~~outstanding, ~~(the~~and “17.770 Limited Partnership ~~Agreement”)~~Class Z Units were outstanding.

~~The~~DOCUMENTS ~~Partnership~~INCORPORATED ~~invests~~BY ~~substantially all~~REFERENCE of its assets to multiple affiliated Trading Companies, each of which allocates substantially all of its assets to the trading program of an unaffiliated commodity trading advisor (each, a “Trading Advisor” or collectively, the “Trading Advisors”), registered with the Commodity Futures Trading Commission (“CFTC”), which makes investment decisions for each respective Trading Company. The Trading Companies are each Delaware limited liability companies. Ceres Managed Futures LLC, a Delaware limited liability company, serves as the Partnership’s general partner and commodity pool operator and as each Trading Company’s trading manager and commodity pool operator (the “General Partner”, “Ceres” or the “Trading Manager”, as the context requires). Ceres is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”). MSSBH is wholly-owned indirectly by Morgan Stanley. Prior to June 28, 2013, Citigroup Inc. was the indirect minority owner of MSSBH. Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”) and serves as the placement agent (“Placement Agent”) to the Partnership. Morgan Stanley & Co. LLC (“MS&Co.”) acts as each Trading Company’s clearing commodity broker. MS&Co. is referred to as the “Commodity Broker”. Each Trading Company’s over-the-counter foreign exchange spot, option, and forward contract counterparty is MS&Co., to the extent that a Trading Company trades such contracts. Morgan Stanley Wealth Management is a principal subsidiary of MSSBH. MS&Co. is a wholly-owned subsidiary of Morgan Stanley.

~~As of December 31, 2015 and 2014, all trading decisions are made for Meritage by GAM International Management Limited~~ (~~“GAM”~~None), Altis Partners (Jersey) Limited (“Altis”), Aspect Capital Limited (“Aspect”), Boronia Capital Pty. Ltd. (“Boronia”), Blenheim Capital Management, L.L.C. (“BHM”) and Transtrend B.V. (“Transtrend”), each of which is a Trading Advisor. References herein to the Trading Advisor or the Trading Advisors may also include, as relevant, Rotella Capital Management, Inc. (“Rotella”), Kaiser Trading Group Pty. Ltd. (“Kaiser”), Winton Capital Management Limited (“Winton”), Man-AHL (USA) Ltd. (“Man-AHL”), Chesapeake Capital Corporation (“Chesapeake”) and GLC Ltd. (“GLC”).

AsPART ~~of December 31, 2015 and 2014, the Trading Companies consisted of Morgan Stanley Smith Barney Augustus~~ I, LLC ( “Augustus I, LLC”), Morgan Stanley Smith Barney Altis I, LLC (“Altis I, LLC”), Morgan Stanley Smith Barney Aspect I, LLC (“Aspect I, LLC”), Morgan Stanley Smith Barney Boronia I, LLC (“Boronia I, LLC”), Morgan Stanley Smith Barney BHM I, LLC (“BHM I, LLC”) and Morgan Stanley Smith Barney TT II, LLC (“TT II”). References herein to the Trading Company or the Trading Companies may also include, as relevant, Morgan Stanley Smith Barney Rotella I, LLC (“Rotella I, LLC”), Morgan Stanley Smith Barney Kaiser I, LLC (“Kaiser I, LLC”), Morgan Stanley Smith Barney WNT I, LLC (“WNT I, LLC”), Morgan Stanley Smith Barney AHL I, LLC (“AHL I, LLC”), Morgan Stanley Smith Barney Chesapeake Diversified I, LLC (“Chesapeake I, LLC”) and Morgan Stanley Smith Barney GLC I, LLC (“GLC I, LLC”).

~~Prior~~Item to February 29, 2012, units of limited partnership interest (“Units”) of the Partnership were offered in four classes in a private placement pursuant to Regulation D under the Securities Act of 1933, as amended1. ~~Depending on the aggregate amount invested in each Partnership, limited partners received class A, B, C or D Units in the Partnership (each a “Class” and collectively, the “Classes”)~~Business. Certain limited partners who are not subject to the ongoing placement agent fee are deemed to hold Class Z Units. Ceres received Class Z Units with respect to its investment in the Partnership. Effective February 29, 2012, Class B and Class C Units are no longer being offered to new investors but continue to be offered to existing Class B and Class C investors.

1(a) General Development of Business. Meritage Futures Fund L.P. (the “Partnership”) was formed on February 22, 2007, under the Delaware Revised Uniform Limited Partnership Act, as a multi-advisor commodity pool created to profit from the speculative trading of domestic commodities, and foreign commodity futures contracts, forward contracts, foreign exchange commitments, options on physical commodities and futures contracts, spot (cash) commodities and currencies, exchange of futures contracts for physicals transactions, exchange of physicals for futures contracts transactions, and any rights pertaining thereto (collectively, “Futures Interests”). The Partnership invests substantially all of its assets in multiple affiliated trading companies (each, a “Trading Company” or collectively, the “Trading Companies”), each of which allocates substantially all of its assets in the trading program of an unaffiliated commodity trading advisor (each, a “Trading Advisor” or collectively, the “Trading Advisors”), each of which is registered with the Commodity Futures Trading Commission (“CFTC”) and makes investment decisions for each respective Trading Company. The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

~~Table~~The Partnership is one of ~~Contents~~the partnerships in the Managed Futures Multi-Strategy Profile Series, comprised of the Partnership and LV Futures Fund L.P.

AsThe ofPartnership ~~December~~commenced trading operations on August 311, ~~2015~~2007, ~~2014~~in ~~and~~accordance ~~2013~~with the terms of the limited partnership agreement, ~~there~~as ~~were~~may nobe ~~Class~~amended Dfrom ~~Units~~time ~~outstanding~~to intime (the “Limited Partnership Agreement”).

Ceres isManaged ~~not~~Futures ~~required~~LLC, toa ~~maintain~~Delaware ~~any~~limited ~~investment~~liability incompany, serves as the Partnership’s general partner and commodity ~~may~~pool ~~withdraw~~operator ~~any~~and ~~portion~~as ofeach ~~its~~Trading ~~interest~~Company’s intrading manager and commodity pool operator (the ~~Partnership~~ at“General ~~any~~Partner”, ~~time~~“Ceres” or the “Trading Manager”, as ~~permitted~~the context requires). As of January 1, 2017, Ceres became a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings is ultimately owned by Morgan Stanley. Prior to January 1, 2017, Ceres was a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”). Prior to June 28, 2013, Citigroup Inc. was the ~~Limited~~indirect minority owner of MSSBH. Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”) and serves as the placement agent (“Placement Agent”) to the Partnership. ~~Agreement~~Morgan Stanley & Co. InLLC ~~addition~~(“MS&Co.”) acts as each Trading Company’s clearing commodity broker. Each Trading Company’s over-the-counter (“OTC”) foreign exchange spot, ~~Class~~option Zand ~~shares~~forward ~~are~~contract ~~only~~counterparty ~~being~~is ~~offered~~MS&Co., to ~~certain~~the ~~individuals~~extent ~~affiliated~~that ~~with~~a Trading Company trades such contracts. Morgan Stanley atWealth ~~Ceres’~~Management ~~sole~~is ~~discretion~~a principal subsidiary of MSD Holdings. ~~Class~~MS&Co. Zis ~~Unit~~a ~~holders~~wholly-owned ~~are~~subsidiary ~~not~~of ~~subject to~~Morgan Stanley. The Partnership and the ~~ongoing~~Trading ~~placement~~Companies ~~agent~~also ~~fee~~deposit a portion of their cash in non-trading accounts at JPMorgan Chase Bank, N.A.

~~During~~All ~~June 2015,~~trading ~~the~~decisions ~~General~~for ~~Partner determined to invest a portion of~~ the Partnership~~’s and~~ ~~the~~are ~~Trading~~made ~~Companies’~~by ~~excess~~Aspect ~~cash~~Capital ~~(the~~Limited ~~Partnership’s and the Trading Companies’ assets not used for futures interest trading or required margin for such trading~~(“Aspect”), inBoronia ~~United~~Capital ~~States~~Pty. Ltd. (“~~U.S.~~Boronia”) ~~Treasury bills~~ and~~/or~~ ~~other permitted~~Transtrend ~~investments~~B. ~~The Trading Companies receive interest on U~~V.S. ~~Treasury bills at the relevant coupon rate~~(“Transtrend”). ~~There~~References ~~will~~herein ~~be no change~~ to the ~~treatment~~Trading ofAdvisor ~~the excess cash not invested in U.S. Treasury bills~~ or ~~other permitted investments. The General Partner intends to hold~~ the ~~U.S.~~Trading ~~Treasury~~Advisors ~~bills~~may ~~until~~also ~~maturity~~include, ~~but~~as ~~in the event that the General Partner is required to liquidate U.S. Treasury bills before they mature~~relevant, toGAM ~~meet~~International ~~redemption~~Management ~~requests~~Limited ~~or otherwise~~(“GAM”), ~~the~~Altis ~~Partnership~~Partners ~~and the~~(Jersey) ~~Trading~~Limited ~~Companies~~(“Altis”), ~~may~~Blenheim ~~incur~~Capital aManagement, ~~loss on such U~~L.SL.C. ~~Treasury~~(“Blenheim”), ~~bills~~Rotella ~~and/or~~Capital ~~may~~Management, ~~be subject to additional fees or other costs~~Inc. ~~The~~(“Rotella”), ~~General~~Kaiser ~~Partner will endeavor to maintain sufficient cash in the Partnership’s and the~~ Trading ~~Companies’~~Group ~~accounts in order to avoid early liquidation of U~~Pty.S. ~~Treasury bills~~Ltd. ~~The~~(“Kaiser”), ~~General~~Winton ~~Partner~~Capital ~~may~~Management ~~also~~Limited (“Winton”), ~~determine~~Man-AHL to(USA) ~~invest~~Ltd. up(“Man-AHL”), toChesapeake ~~all~~Capital ofCorporation ~~the~~(“Chesapeake”) ~~Partnership’s~~and ~~assets~~GLC inLtd. ~~money market mutual funds managed by Morgan Stanley or its affiliates~~(“GLC”).

InThe ~~July 2015,~~Trading Companies to which the ~~General~~Partnership ~~Partner~~allocates ~~delegated~~its ~~certain~~assets ~~administrative~~are ~~functions~~Morgan toStanley ~~SS&C~~Smith ~~Technologies,~~Barney ~~Inc.~~Aspect I, aLLC (“Aspect ~~Delaware~~I, ~~corporation~~LLC”), ~~currently~~ ~~doing~~Morgan ~~business~~Stanley asSmith ~~SS&C~~Barney ~~GlobeOp~~Boronia I, LLC (~~the~~“Boronia I, LLC”) and Morgan Stanley Smith Barney TT II, LLC (“~~Administrator~~TT II, LLC”). ~~Pursuant~~References herein to athe ~~master~~Trading ~~services~~Company ~~agreement,~~or the ~~Administrator~~Trading ~~furnishes~~Companies ~~certain~~may ~~administrative~~also include, ~~accounting~~as relevant, ~~regulatory~~Morgan Stanley Smith Barney Augustus I, ~~reporting~~LLC ( “Augustus I, ~~tax~~LLC”), ~~and~~Morgan ~~other~~Stanley ~~services~~Smith asBarney ~~agreed~~Altis ~~from~~I, ~~time to~~LLC ~~time.~~(“Altis InI, ~~addition~~LLC”), ~~the~~Morgan ~~Administrator~~Stanley ~~maintains~~Smith ~~certain~~Barney ~~books~~BHM ~~and~~I, ~~records~~LLC of(“BHM ~~the~~I, ~~Partnership.~~LLC”), ~~The~~Morgan ~~General~~Stanley Smith ~~Partner~~Barney ~~pays~~Rotella orI, ~~reimburses~~LLC ~~the~~(“Rotella ~~Partnership~~I, ~~and~~LLC”), ~~the~~Morgan ~~Trading~~Stanley ~~Companies~~Smith Barney Kaiser I, ~~from~~LLC ~~the~~(“Kaiser ~~administrative~~I, ~~fee~~LLC”), itMorgan ~~receives~~Stanley Smith Barney WNT I, ~~the~~LLC ~~ordinary~~(“WNT ~~administrative expenses~~I, ofLLC”), ~~the~~Morgan ~~Partnership~~Stanley ~~and~~Smith ~~the~~Barney ~~Trading~~AHL ~~Companies.~~I, ~~This~~LLC ~~includes~~(“AHL ~~the~~I, LLC”), ~~expenses~~Morgan ~~related~~Stanley toSmith ~~the~~Barney ~~engagement~~Chesapeake ofDiversified ~~the~~I, ~~Administrator.~~LLC ~~Therefore~~(“Chesapeake I, ~~the~~LLC”) ~~engagement~~and ofMorgan ~~the~~Stanley ~~Administrator~~Smith ~~did~~Barney ~~not~~GLC ~~impact~~I, ~~the~~LLC ~~Partnership’s~~(“GLC ~~break-even~~I, ~~point~~LLC”).

~~The~~Prior ~~Trading~~to ~~Companies~~February 29, 2012, units of limited partnership interest (“Units”) of the Partnership were offered in four classes in a private placement pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Depending on the aggregate amount invested in the Partnership, limited partners received class A, B, C or D Units in the Partnership (each, a “Class” and ~~their~~collectively, ~~Trading~~the ~~Advisors~~“Classes”). ~~for~~Certain limited partners who are not subject to the ongoing placement agent fee are deemed to hold Class Z Units. Ceres received Class Z Units with respect to its investment in the Partnership. atEffective ~~December~~February 3129, ~~2015~~2012, Class B and Class C Units are asno ~~follows:~~longer being offered to new investors but continue to be offered to existing Class B and Class C investors.

~~Trading~~As ~~Company~~of ~~Trading Advisor Altis I~~December 31, ~~LLC Altis Aspect I~~2016, ~~LLC~~2015 ~~Aspect~~and ~~Augustus I~~2014, ~~LLC~~there ~~GAM~~were ~~BHM~~no I,Class ~~LLC~~D ~~Blenheim~~Units ~~Boronia~~outstanding I,in ~~LLC~~the ~~Boronia~~Partnership. ~~TT II, LLC Transtrend~~

~~Table~~Ceres is not required to maintain any investment in the Partnership, and may withdraw any portion of ~~Contents~~its interest in the Partnership at any time, as permitted by the Limited Partnership Agreement. In addition, Class Z Units are only being offered to certain individuals affiliated with Morgan Stanley at Ceres’ sole discretion. Class Z Unit holders are not subject to paying the ongoing placement agent fee.

The trading system style of each Trading Advisor is as follows:

Commodity Trading Advisor Trading System Style ~~Altis Systematic~~ Aspect Systematic ~~Blenheim Discretionary~~ Boronia Systematic ~~GAM Discretionary~~ Transtrend Systematic

Ceres may reallocate the Partnership’s assets to the different Trading Companies inat its sole discretion.

Effective ~~January~~July 31, 2016, Ceres terminated the advisory agreement among the General Partner, ~~Blenheim~~GAM and Augustus ~~BHM~~ I, LLC, pursuant to which ~~Blenheim~~ GAM traded a portion of ~~BHM~~Augustus I, LLC’s (and, indirectly, ~~Meritage~~the Partnership’s) assets in Futures Interests. Consequently, ~~Blenheim~~GAM ceased all Futures Interests trading on behalf of ~~BHM~~Augustus I, LLC (and, indirectly, ~~Meritage). Ceres reallocated~~ the ~~assets~~ ~~formerly allocated by Meritage to Blenheim among the remaining trading advisors of Meritage~~Partnership).

Effective ~~December~~June 3130, ~~2014~~2016, Ceres terminated the advisory agreement among the General Partner, ~~Rotella~~Altis and ~~Rotella~~Altis I, LLC, pursuant to which ~~Rotella~~Altis traded a portion of ~~Rotella~~Altis I, LLC’s (and, indirectly, the Partnership’s) assets in Futures Interests. Consequently, ~~Rotella~~ Altis ceased all Futures Interests trading on behalf of ~~Rotella~~Altis I, LLC (and, indirectly, the Partnership).

Effective ~~June~~January 3031, ~~2014~~ 2016, Ceres terminated the advisory agreement among the General Partner, ~~Kaiser~~Blenheim and ~~Kaiser~~BHM I, LLC, pursuant to which ~~Kaiser~~Blenheim traded a portion of ~~Kaiser~~BHM I, LLC’s (and, indirectly, the Partnership’s) assets in Futures Interests. Consequently, ~~Kaiser~~ Blenheim ceased all Futures Interests trading on behalf of ~~Kaiser~~BHM I, LLC (and, indirectly, the Partnership).

Effective ~~March~~December 31, 2014, Ceres terminated the advisory agreement among the General Partner, ~~Winton~~Rotella and ~~WNT~~Rotella I, LLC, pursuant to which ~~Winton~~Rotella traded a portion of ~~WNT~~Rotella I, LLC’s (and, indirectly, the Partnership’s) assets in Futures Interests. Consequently, ~~Winton~~ Rotella ceased all Futures Interests trading on behalf of ~~WNT~~Rotella I, LLC (and, indirectly, the Partnership).

Effective ~~October~~June 3130, ~~2013~~2014, Ceres terminated the advisory agreement among ~~Morgan Stanley AHL I, LLC ,~~ the General Partner, Kaiser and ~~Man-AHL~~Kaiser I, LLC, pursuant to which ~~Man-AHL~~Kaiser traded a portion of ~~AHL~~Kaiser I, LLC’s (and, indirectly, the Partnership’s) assets in Futures Interests. Consequently, ~~Man-AHL~~ Kaiser ceased all Futures ~~Interest~~Interests trading on behalf of ~~AHL~~Kaiser I, LLC (and, indirectly, the Partnership).

Effective ~~June~~ March 3031, ~~2013~~2014, Ceres terminated the ~~management~~advisory agreement among the General Partner, ~~Chesapeake~~Winton and ~~Chesapeake~~WNT I, LLC, pursuant to which ~~Chesapeake~~Winton traded a portion of ~~Chesapeake~~WNT I, LLC’s (and, indirectly, the Partnership’s) assets in Futures Interests. Consequently, ~~Chesapeake~~Winton ceased all Futures ~~Interest~~Interests trading on behalf of ~~Chesapeake~~WNT I, LLC (and, indirectly, the Partnership).

Effective ~~January~~ October 31, 2013, Ceres terminated the advisory agreement among AHL I, LLC, the General Partner, ~~GLC~~ and ~~GLC I~~Man-AHL, ~~LLC,~~ pursuant to which ~~GLC~~Man-AHL traded a portion of ~~GLC~~AHL I, LLC’s (and, indirectly, the Partnership’s) assets in Futures Interests. Consequently, ~~GLC~~ Man-AHL ceased all Futures ~~Interests~~Interest trading on behalf of ~~GLC~~AHL I, LLC (and, indirectly, the Partnership).

Effective ~~November~~June 130, ~~2015~~2013, Ceres terminated the ~~advisory~~ management agreement among TTthe ~~II,~~General ~~LLC~~Partner, Chesapeake ~~Ceres~~ and ~~Transtrend~~Chesapeake ~~was~~I, ~~amended~~LLC, pursuant to ~~decrease~~which ~~the~~Chesapeake ~~management~~traded ~~fee~~a ~~percentage~~portion toof ~~1/12th~~Chesapeake ofI, ~~1.00%~~LLC’s (aand, ~~1.00%~~indirectly, ~~annual~~the ~~rate~~Partnership’s) ~~of the net~~ assets asin ofFutures ~~the~~Interests. ~~first~~Consequently, ~~day~~Chesapeake ofceased ~~each~~all ~~month.~~Futures ~~Effective~~Interest ~~October 1,~~trading ~~2014,~~on ~~the~~behalf ~~advisory~~of ~~agreement~~Chesapeake ~~among TT II~~I, LLC, ~~Ceres~~ (and, ~~Transtrend~~indirectly, ~~was amended to decrease~~ the ~~management fee percentage to 1/12th of 1.25% (a 1.25% annual rate~~Partnership) ~~of the net assets as of the first day of each month~~.

3Effective January 31, 2013, Ceres terminated the advisory agreement among the General Partner, GLC and GLC I, LLC, pursuant to which GLC traded a portion of GLC I, LLC’s (and, indirectly, the Partnership’s) assets in Futures Interests. Consequently, GLC ceased all Futures Interests trading on behalf of GLC I, LLC (and, indirectly, the Partnership).

~~Table~~Each Trading Company pays its Trading Advisor a monthly management fee based on a percentage of ~~Contents~~net assets allocated to each Trading Company as of the first day of each month.

~~Effective~~Aspect ~~January 1~~I, ~~2014, the advisory agreement among TT II,~~ LLC, ~~Ceres~~pays ~~and~~Aspect Transtrend was amended to decrease the management fee percentage to 1/12th of 1.50% of the net assets as of the first day of the month if the net assets as of the first day of the month were less than $400,000,000 and 1/12th of 1.25% of the net assets as of the first day of the month if the net assets as of the first day of the month were equal to or greater than $400,000,000. Prior to January 1, 2014, TT II, LLC accrued and paid Transtrend a monthly management fee equal to 1/12th of 21.005% of(a ~~the net assets as of the first day of the month if the net assets as of the first day of the month were less than $400,000,000 and~~ 1~~/12th of 1~~.755% ofannual ~~the net assets as of the first day of the month if the net assets as of the first day of the month were equal to or greater than $400,000,000~~rate).

~~Effective~~For ~~January~~the period from November 1, 2015 to December 31, 2016, the monthly management fee ~~percentage~~ paid toby ~~Boronia~~TT II, LLC to Transtrend was ~~changed~~paid at a rate equal to 1/12th of 1.500% (a 1.500% annual rate) of the net assets as of the first day of ~~the~~each month. ~~For~~Effective ~~the period from January~~October 1, ~~2013~~2014, tothe ~~December 31,~~advisory ~~2014,~~agreement among the ~~Trading~~TT ~~Company~~II, ~~accrued~~LLC, Ceres and ~~paid~~Transtrend towas ~~Boronia~~amended ato decrease ~~monthly~~the management fee ~~equal~~percentage to 1/12th of 1.25% (i)a 31.025% ~~(if~~annual ~~the~~rate) ~~beginning~~of the net assets isas ~~less~~of ~~than~~the ~~or equal~~first today ~~US$60~~of ~~million);~~each ~~(ii)~~month. Effective January 1~~.875%~~, ~~(if~~2014, the ~~beginning~~advisory ~~net~~agreement ~~assets~~among isthe ~~greater~~TT ~~than~~II, ~~US$60~~LLC, ~~million~~Ceres and ~~less~~Transtrend ~~than~~was oramended ~~equal~~to decrease the management fee percentage to ~~US$120~~1/12th ~~million);~~of or1.50% (~~iii)~~a 1.50% ~~(if~~annual rate) of the ~~beginning~~net assets as of the first day of the month if the net assets isas ~~greater~~of the first day of the month were less than $~~120~~400,000,000 ~~million)~~and ~~based~~1/12th onof ~~the~~1.25% ~~Trading~~(a ~~Company’s~~1.25% annual ~~beginning~~rate) of the net assets ~~plus~~as ~~additions~~of ~~less~~the ~~withdrawals~~first (day of the month if the net assets as of the ~~beginning~~first day of the month) were equal to or greater than $400,000,000.

Altis I, LLC pays Altis a monthly fee equal to 1/12th of 1.25% (a 1.25% annual rate). Aspect I, LLC pays Aspect a monthly fee equal to 1/12th of 1.5% (a 1.5% annual rate). BHM I, LLC paid Blenheim a monthly fee equal to 1/12th of 2% ~~(a 2% annual rate). Augustus I, LLC pays GAM a monthly fee equal to 1/12th of 1.5% (a 1.5% annual rate).~~

AsPrior ofto ~~December~~January 311, ~~2015~~2014, ~~each~~the ~~Trading~~TT ~~Company~~II, ~~pays~~LLC ~~each~~accrued ~~Trading~~and ~~Advisor~~paid Transtrend a ~~quarterly incentive~~monthly management fee equal to 201/12th of 2.00% (a 2.00% annual rate) of the ~~trading~~net ~~profits~~assets ~~earned~~as byof the ~~applicable~~first ~~Trading~~day ~~Company.~~of To the ~~extent~~month ~~that~~if anthe ~~Advisor~~net ~~incurs~~assets aas ~~loss~~of ~~for~~the afirst ~~Partnership,~~day of the ~~Advisor~~month ~~will~~were ~~not~~less bethan ~~paid~~$400,000,000 ~~incentive~~and ~~fees~~1/12th ~~until~~of ~~the~~1.75% ~~Advisor~~(a ~~recovers~~1.75% annual rate) of the net ~~loss~~assets ~~incurred~~as of ~~and~~the ~~earns~~first ~~additional~~day ~~new~~of ~~trading~~the ~~profits~~month ~~for~~if the ~~respective~~net ~~Partnership.~~assets ~~Such~~as ~~fee~~of isthe ~~accrued~~first onday aof ~~monthly~~the ~~basis~~month were equal to or greater than $400,000,000.

Effective January 1, ~~2016~~2015, TTthe IImanagement fee percentage Boronia I, LLC ~~will~~paid ~~pay~~to ~~Transtrend~~Boronia was changed to 1/12th of 1.50% (a 1.50% ~~half~~annual ~~year~~rate) ~~incentive~~of the net assets as of the first day of the month. For the period from January 1, 2013 to December 31, 2014, Boronia I, LLC accrued and paid to Boronia a monthly management fee equal to ~~20%~~1/12th of (3.0% if the ~~New~~beginning net ~~Trading~~assets ~~Profits~~is ~~earned~~less bythan or equal to $60,000,000; 1.875% if the ~~Partnership~~beginning net assets is greater than $60,000,000 and less than or equal to $120,000,000; or 1.50% if the beginning net assets is greater than $120,000,000) based on Boronia I, LLC’s beginning net assets plus additions less withdrawals (as of the beginning of the month).

~~Trading~~Prior ~~profits~~to ~~represent~~its ~~the~~termination ~~amount~~on July 31, by2016, ~~which~~Augustus ~~profits~~I, ~~from~~LLC ~~Futures~~paid ~~Interests~~GAM ~~trading~~a ~~exceed~~monthly ~~losses~~management ~~after~~fee ~~management~~equal ~~fees~~to ~~and~~1/12th ~~administrative fees~~of ~~are~~1.50% ~~deducted~~(a 1.50% ~~When~~annual arate). ~~Trading~~Prior ~~Advisor~~to ~~experiences~~its ~~losses~~termination ~~with~~on ~~respect~~June 30, to2016, ~~net~~Altis ~~assets~~I, asLLC ofpaid ~~the~~Altis ~~end~~a monthly management fee equal to 1/12th of 1.25% (a ~~calendar~~1.25% annual ~~quarter~~rate). orPrior ~~half~~to ~~year,~~its astermination ~~applicable~~on January 31, ~~the~~2016, ~~Trading~~BHM ~~Advisor~~I, ~~must~~LLC ~~recover~~paid ~~such~~Blenheim ~~losses~~a ~~before~~monthly ~~that~~management ~~Trading~~fee ~~Advisor~~equal isto ~~eligible~~1/12th ~~for~~of ~~an incentive~~2.00% ~~fee~~(a in2.00% ~~the~~annual ~~future~~rate).

~~The~~Each ~~Partnership~~Trading ~~began~~Company, ~~the~~except ~~year~~for atTT II, LLC, pays each Trading Advisor a ~~net~~quarterly ~~asset~~incentive ~~value~~fee ~~per~~equal ~~Unit~~to 20% of ~~$966~~the trading profits earned by the Trading Advisor for the Partnership.~~09,~~ $Effective January 1,~~002.61~~ 2016, $1TT II,~~040~~ LLC pays Transtrend a half year incentive fee equal to 20% of the new trading profits earned by Transtrend for the Partnership.49 Prior to ~~and~~January $1,~~120.55~~ ~~and~~2016, ~~decreased~~TT ~~6.3%~~II, ~~5.9%,~~LLC ~~5.4%~~paid ~~and~~Transtrend ~~4.4%~~a quarterly incentive fee equal to ~~$904.95,~~20% ~~$943.89,~~of ~~$984~~the new trading profits earned by Transtrend for the Partnership.49 Trading profits represent the amount by which profits from Futures Interests trading exceed losses after management fees and ~~$1,070~~ the Trading Company’s administrative fees are deducted.96 To the extent that a Trading Advisor incurs a loss for ~~Class~~the APartnership, ~~Class~~the B,Trading ~~Class~~Advisor C,will not be paid incentive fees until the Trading Advisor recovers the net loss incurred and ~~Class~~earns Z,additional ~~respectively,~~new trading profits for the Partnership. Such fee is accrued on ~~December 31,~~a ~~2015~~monthly basis.

~~(b) Financial Information about Segments.~~ The Partnership’s ~~business~~began ~~consists~~the ~~of only~~year ~~one~~at ~~segment,~~a ~~which~~net isasset ~~the~~value ~~speculative~~per ~~trading~~Unit of ~~Futures~~$904.95, ~~Interest~~$943.89, as$984.49 ~~discussed~~and ~~in Item~~ $1~~(a)~~,070.96 ~~The~~and ~~Partnership~~decreased ~~does~~11.0%, 10.6%, ~~not~~10.1%, ~~engage~~and in9.2% ~~the~~to ~~sale~~$805.23, of$844.13, ~~goods~~$884.90 orand ~~services~~$972.38 ~~The~~for ~~Partnership’s~~Class A, ~~net~~Class ~~income~~B, ~~(loss)~~Class ~~from~~C, ~~operations~~and ~~for~~Class ~~the~~Z, ~~years~~respectively, ~~ended~~ on December 31, ~~2015, 2014 and 2013 is set forth under Item 6~~2016. ~~Selected Financial Data.~~

~~(c) Narrative~~In ~~Description of~~July ~~Business~~2015, the General Partner delegated certain administrative functions to SS&C Technologies, Inc. ~~See~~, ~~Item~~a 1Delaware corporation, currently doing business as SS&C GlobeOp (athe “Administrator”). ~~above~~Pursuant ~~for~~to a ~~complete~~master ~~description~~services ofagreement, the ~~Partnership’s~~Administrator ~~business.~~furnishes ~~The~~certain ~~information~~administrative, ~~requested~~accounting, inregulatory ~~Section~~reporting, ~~101(c)(i)~~tax ~~through~~and ~~(xiii)~~other ofservices ~~Regulation~~as agreed ~~S-K~~from istime ~~not~~to ~~applicable~~time. toIn addition, the Administrator maintains certain books and records of the Partnership. ~~Additionally,~~The General Partner pays or reimburses the Partnership ~~does~~and ~~not~~the ~~have~~Trading ~~any~~Companies, ~~employees.~~from ~~The~~the ~~directors~~administrative ~~and~~fee ~~officers~~it ofreceives, the ~~General~~ordinary administrative ~~Partner~~expenses ~~are~~of ~~listed~~the inPartnership ~~Part~~and ~~III~~the Trading Companies. ~~Item~~This 10includes the expenses related to the engagement of the Administrator. ~~Directors~~Therefore, ~~Executive~~the ~~Officers~~engagement ~~and~~of ~~Corporate~~the ~~Governance.~~Administrator did not impact the Partnership’s break-even point.

(db) Financial Information about ~~Geographic Areas~~Segments. The Partnership’s ~~has~~business ~~not~~consists ~~engaged~~of inonly ~~any~~one segment, which is ~~operations~~the speculative trading of Futures Interests as discussed in ~~non-U~~Item 1(a).S. ~~countries;~~The ~~however,~~Partnership ~~the~~does ~~Partnership~~not ~~(through~~engage in the ~~Commodity~~sale ~~Broker)~~of ~~enters~~goods ~~into~~or ~~forward~~services. ~~contract~~The ~~transactions~~Partnership’s ~~where~~net ~~non-U.S.~~income ~~banks~~(loss) ~~are~~from operations for the ~~contracting~~years ~~parties~~ended ~~and~~December 31, ~~trades~~2016, ~~futures~~2015, 2014, ~~forwards~~2013 and ~~options~~2012 onis ~~such~~set ~~contracts~~forth ~~on non-U~~under “Item 6.S. ~~exchanges~~Selected Financial Data.”

(ec) ~~Available~~ ~~Information. Effective~~Narrative ~~with the Form 10 filed on October 2, 2008, the~~Description ~~Partnership~~of ~~files~~Business. anSee ~~annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports with the Securities and Exchange Commission~~ Item 1(~~“SEC”~~a). ~~You~~above ~~may~~for ~~read~~a ~~and~~complete ~~copy~~description ~~any~~of ~~document filed by~~ the Partnership ~~at the SEC~~’s ~~Public Reference Room at 100 F Street, N~~business.~~E.,~~ ~~Washington,~~The ~~D.C.~~information ~~20549.~~requested ~~Please~~in ~~call~~Section 101(c)(i) ~~the~~through ~~SEC~~(xiii) of atRegulation 1S-~~800-SEC-0330~~K ~~for~~is ~~information~~not onapplicable to the ~~Public Reference Room~~Partnership. ~~The~~Additionally, the Partnership does not ~~maintain~~have anany ~~internet~~employees. ~~website; however,~~The ~~the~~directors ~~Partnership’s~~and ~~SEC~~officers ~~filings~~of ~~are available to~~ the ~~public~~General ~~from~~Partner ~~the~~are ~~EDGAR~~listed ~~database~~in onPart ~~the~~III. ~~SEC’s~~“Item ~~website at http://www~~10.~~sec.gov.~~ ~~The~~Directors, ~~Partnership’s~~Executive ~~CIK~~Officers ~~number~~and isCorporate ~~0001428042~~Governance.”

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

~~Table~~(e) ofAvailable ~~Contents~~Information. Effective with the Form 10 filed on October 2, 2008, the Partnership files an annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports with the Securities and Exchange Commission (“SEC”). You may read and copy any document filed by the Partnership at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. The Partnership does not maintain an internet website; however, the Partnership’s SEC filings are available to the public from the EDGAR database on the SEC’s website at http://www.sec.gov. The Partnership’s CIK number is 0001428042.

~~Item~~3 1A. RISK FACTORS This section includes some of the principal risks that investors will face with an investment in the Partnership. All trading activities take place at the Trading Company level, but since the Partnership invests substantially all of its assets in multiple Trading Companies, each of the risks applicable to the Trading Companies flow through to the Partnership.

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

~~Risks~~This ~~Relating~~section toincludes some of the principal risks that investors will face with an investment in the Partnership. ~~and~~All trading activities take place at the ~~Offering~~Trading Company level, but since the Partnership invests substantially all of ~~Units~~its assets in multiple Trading Companies, each of the risks applicable to the Trading Companies flow through to the Partnership.

~~You~~THE ~~Should~~UNITS ~~Not~~IN ~~Rely~~THE onPARTNERSHIP ~~Past~~ARE ~~Performance~~SPECULATIVE ofAND ~~the~~INVOLVE ~~General~~A ~~Partner~~HIGH orDEGREE ~~the~~OF ~~Trading Advisors In Deciding To Purchase Units~~RISK. ~~The~~THEY ~~past investment~~ARE ~~performance~~SUITABLE ofONLY ~~other~~FOR ~~entities~~PERSONS ~~managed~~WHO ~~by the General Partner and the Trading Advisors is not necessarily indicative of the Partnership’s or a Trading Company’s future results. No assurance can be given that the General Partner~~CAN ~~will~~AFFORD ~~succeed~~TO inLOSE ~~meeting~~THEIR ~~the~~ENTIRE ~~investment objectives of the Partnership~~INVESTMENT. ~~You may lose all or substantially all of your investment in the Partnership.~~

~~The~~Risks ~~Trading~~Relating ~~Companies~~to ~~and~~the Partnership ~~Incur Substantial Charges. Each Trading Company must pay substantial charges,~~ and ~~must generate profits and interest income which exceed its fixed costs in order to avoid depletion of its assets. Each Trading Company is required to pay monthly management fees to~~ the ~~Trading~~Offering ~~Advisors regardless~~ of ~~its~~Units performance. In addition, each Trading Company pays its Trading Advisor an incentive fee of 20% of new trading profits. Each Trading Company pays a fee equal to 1/12th of 0.35% of the beginning of the month net asset value to cover its administrative, operating, offering and organizational expenses. As a limited partner in the Partnership, you will be indirectly responsible for the expenses paid by the Trading Companies in which the Partnership invests.

~~The~~You ~~Partnership~~Should ~~pays~~Not aRely on Past Performance of the General Partner ~~Fee~~or the Trading Advisors In Deciding To Purchase Units. The past investment performance of other entities managed by the General Partner and ~~pays~~the Trading Advisors is not necessarily indicative of the ~~Placement~~Partnership’s ~~Agent~~or a Trading Company’s ~~ongoing~~future ~~compensation~~results. InNo ~~addition,~~assurance ~~the~~can ~~Partnership~~be ~~pays~~given athat ~~fee~~the General ~~equal~~Partner towill ~~1/12th~~succeed ofin ~~0.40%~~meeting of the ~~beginning~~investment objectives of the ~~month~~Partnership. ~~net~~You ~~asset~~may ~~value~~lose toall ~~cover~~or ~~its~~substantially ~~administrative,~~all ~~operating,~~of ~~offering~~your ~~and~~investment ~~organizational~~in ~~expenses~~the Partnership.

~~Incentive~~The ~~Fees~~Trading ~~may~~Companies beand ~~Paid~~Partnership byIncur aSubstantial Charges. Each Trading Company ~~Even~~must ~~Though~~pay ~~the~~substantial ~~Trading~~charges, ~~Company~~and must ~~Sustains~~generate ~~Trading~~profits ~~Losses~~and interest income which exceed its fixed costs in order to avoid depletion of its assets. Each Trading Company ~~pays~~is ~~its Trading~~required ~~Advisor~~to anpay ~~incentive~~monthly ~~fee~~management ~~based~~fees ~~upon~~to the ~~new~~Trading ~~trading~~Advisors ~~profits~~regardless itof ~~generates~~its ~~for~~performance. In addition, each ~~account~~Trading inCompany ~~the~~pays its Trading ~~Company.~~Advisor ~~These~~an incentive fee of 20% of new trading profits. ~~include~~Each ~~unrealized~~Trading ~~appreciation~~Company onpays ~~open~~a ~~positions.~~fee ~~Accordingly,~~equal itto is1/12th ~~possible~~of ~~that~~0.35% aof ~~Trading~~the ~~Company will~~beginning ~~pay~~of anthe ~~incentive~~month ~~fee~~net onasset ~~new~~value ~~trading~~to ~~profits~~cover ~~that~~its doadministrative, ~~not~~operating, ~~become~~offering ~~realized~~and organizational expenses. ~~Also,~~As ~~each~~a ~~Trading~~limited ~~Advisor~~partner ~~will~~in ~~retain~~the ~~all~~Partnership, ~~incentive~~you ~~fees~~will ~~paid~~be toindirectly ~~it,~~responsible ~~even~~for ifthe itexpenses ~~incurs~~paid aby ~~subsequent~~the ~~loss~~Trading ~~after~~Companies ~~payment~~in ofwhich anthe ~~incentive~~Partnership ~~fee~~invests.

~~Due~~The toPartnership ~~the fact that incentive fees are paid quarterly, except for TT II, LLC which~~ pays a ~~half~~General ~~year~~Partner ~~incentive~~Fee ~~fee,~~and itpays ~~is possible that an incentive fee may be paid to a Trading Advisor during a year in which~~ the ~~assets~~Placement ~~allocated~~Agent’s toongoing ~~the Trading Advisor suffer a loss for the year~~compensation. ~~Because~~In ~~each~~addition, ~~Trading Advisor receives an incentive fee based on~~ the ~~new trading profits earned by the~~ ~~Trading~~Partnership ~~Advisor,~~pays ~~the~~a ~~Trading~~fee ~~Advisors~~equal ~~may have an incentive~~ to ~~make~~1/12th ~~investments~~of ~~that~~0.40% ~~are~~of ~~riskier than would be~~ the ~~case~~beginning inof the ~~absence~~month ofnet ~~such~~asset anvalue ~~incentive fee being paid~~ to ~~the~~cover ~~Trading~~its ~~Advisors based on new trading profits. In addition~~administrative, ~~as incentive fees are calculated on a Trading Company-by-Trading Company basis~~operating, itoffering isand ~~possible~~organizational ~~that one or more Trading Advisors could receive incentive fees during periods when the Partnership has a negative return as a whole~~expenses.

~~Restricted~~Incentive ~~Investment~~Fees ~~Liquidity~~may inbe ~~the~~Paid ~~Units.~~by ~~There~~a isTrading noCompany ~~secondary~~Even ~~market~~Though ~~for~~ the ~~Units,~~Trading ~~and~~Company ~~you~~Sustains ~~may~~Trading ~~not~~Losses. ~~redeem~~Each ~~your Units other than~~Trading asCompany ofpays ~~the~~its ~~last~~Trading ~~business~~Advisor ~~day~~an ofincentive ~~each~~fee ~~month.~~based ~~Your right to receive payment for a redemption of some or all of your Units is dependent~~ upon ~~(a)~~ the ~~Partnership~~new ~~having~~trading ~~sufficient~~profits ~~assets~~it togenerates ~~pay its liabilities on the redemption date, and (b) the General Partner’s receipt of your request~~ for ~~redemption~~each account in ~~such manner as determined by~~ the ~~General~~Trading ~~Partner~~Company. noThese ~~later~~new ~~than~~trading ~~3:00~~profits ~~P.M.,~~include ~~New~~unrealized ~~York~~appreciation ~~City time,~~ on ~~the~~open ~~third business day before the end of the month, although the General Partner may accept requests for redemption at other times in its sole discretion~~positions. ~~The General Partner will not permit a transfer~~Accordingly, ~~sale, pledge or assignment of Units unless~~ it is ~~satisfied~~possible that ~~the transfer, sale, pledge or assignment would not be in violation of~~ ~~Delaware~~a ~~law~~Trading orCompany ~~applicable federal, state, or foreign securities laws and notwithstanding any transfer, sale, pledge or assignment, the Partnership~~ will ~~continue~~pay ~~to be classified as a partnership rather than as~~ an ~~association~~incentive orfee ~~publicly~~on ~~traded partnership~~new ~~taxable~~trading asprofits athat ~~corporation~~do ~~under~~not ~~the~~become ~~Internal Revenue Code of 1986, as amended (the “Code”)~~realized. ~~No transfer~~Also, ~~sale,~~each ~~pledge~~Trading orAdvisor ~~assignment of Units~~ will beretain ~~effective~~all orincentive ~~recognized~~fees bypaid ~~the~~to ~~Partnership if the transfer~~it, ~~sale,~~even ~~pledge~~if ~~or assignment~~it ~~would~~incurs ~~result~~a insubsequent ~~the~~loss ~~termination~~after ofpayment ~~the Partnership for U.S. federal income tax purposes. Any attempt to transfer, sell, pledge or assign Units in violation~~ of ~~the~~an ~~Limited~~incentive ~~Partnership Agreement will be ineffective~~fee.

5Due to the fact that incentive fees are paid quarterly, except for TT II, LLC which pays a half year incentive fee, it is possible that an incentive fee may be paid to a Trading Advisor during a year in which the assets allocated to the 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. In addition, as incentive fees are calculated on a Trading Company-by-Trading Company basis, it is possible that one or more Trading Advisors could receive incentive fees during periods when the Partnership has a negative return as a whole.

~~Table~~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 ~~Contents~~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 third business day before the end of the month, although the General Partner may accept requests for redemption at other times in its sole discretion.

~~General Partner Redemptions.~~ The General Partner ~~has~~will anot ~~right~~permit toa ~~redeem~~transfer, ~~all~~sale, pledge or ~~part~~ assignment of ~~its~~Units ~~investment~~unless init is satisfied that the ~~Partnership~~transfer, atsale, ~~any~~pledge ~~time~~or ~~without~~assignment ~~notice~~would tonot ~~the~~be ~~limited~~in ~~partners.~~violation ~~For~~of Delaware law or applicable federal, state, or foreign securities laws and notwithstanding any ~~such~~transfer, ~~redemption~~sale, ~~the~~pledge ~~General~~or ~~Partner~~assignment, the Partnership will ~~redeem~~continue ~~its~~to ~~Units~~be atclassified ~~the~~as ~~end~~a ofpartnership ~~the~~rather ~~month~~than inas ~~the~~an ~~same~~association ~~manner~~or publicly traded partnership taxable as ~~any~~a ~~limited~~corporation ~~partner~~under ~~would~~the ~~follow~~Internal toRevenue ~~redeem~~Code of 1986, ~~Units~~as amended (the “Code”). ~~Additionally~~No transfer, ~~the~~sale, ~~General~~pledge ~~Partner~~or ~~has~~assignment of Units will be effective or recognized by the ~~right~~Partnership toif ~~redeem~~the ~~Units~~transfer, itsale, ~~holds~~pledge or assignment would result in the ~~event~~termination ~~redemptions~~of the Partnership for ~~limited~~U.S. ~~partners~~federal income ~~are~~tax ~~suspended~~purposes. Any attempt to transfer, sell, pledge or assign Units in violation of the Limited Partnership Agreement will be ineffective.

General Partner Redemptions. The General Partner has a right to redeem all or part of its investment in the Partnership’s at ~~Structure~~any ~~Has~~time ~~Conflicts~~without notice to the limited partners. For any such redemption, the General Partner will redeem its Units at the end of ~~Interest~~the month in the same manner as any limited partner would follow to redeem Units. Additionally, the General Partner has the right to redeem Units it holds in the event redemptions for limited partners are suspended.

~~● The~~4 General Partner, Morgan Stanley, the Placement Agent 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 the Partnership and the sale of Units have not been negotiated independently. The officers and directors of the General Partner are also employees of Morgan Stanley or one of its subsidiaries and may have a conflict of interest between their responsibility to the General Partner and the commodity pools it operates. Some of the compensation for such officers and directors of the General Partner may be based in part on the profitability of Morgan Stanley and its managed futures business operated by the General Partner.

~~● MS&Co.~~The ~~can~~Partnership’s ~~benefit~~Structure ~~from~~Has ~~bid/ask~~Conflicts ~~spreads~~of ~~to the extent the Trading Advisors execute over-the-counter (“OTC”) foreign exchange trades with MS&Co~~Interest. ~~and bid/ask spreads are charged.~~

~~● Employees~~• ofThe General Partner, Morgan Stanley Investment Management, the Placement Agent ~~receive~~and MS&Co. are affiliates. As a ~~portion~~ ofresult, the ~~ongoing~~fees ~~placement~~and ~~agent~~other ~~fee~~compensation ~~paid~~received by ~~the~~these ~~Partnership~~parties ~~or,~~and ~~for~~other ~~consulting~~terms ~~clients,~~relating ~~they~~to ~~receive~~the operation of the ~~fees~~Partnership and ~~expenses~~the ~~described~~sale inof ~~such~~Units ~~consulting~~have ~~client’s~~not ~~consulting~~been ~~agreement~~negotiated independently. ~~Therefore,~~The ~~these~~officers and directors of the General Partner are also employees of Morgan Stanley or one of its subsidiaries and may have a conflict of interest in ~~making~~between ~~recommendations~~their ~~regarding~~responsibility to the ~~purchase~~General orPartner ~~redemption~~and ofthe ~~Units~~commodity pools it operates. Some of the compensation for such officers and directors of the General Partner may be based in part on the profitability of Morgan Stanley and its managed futures business operated by the General Partner.

~~● 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 Trading Companies for positionsMS&Co. ~~Also,~~can ~~the~~benefit ~~other~~from ~~commodity~~bid/ask ~~pools~~spreads ~~managed~~to by the ~~General~~extent ~~Partner and~~ the Trading Advisors ~~may~~execute ~~compete~~OTC ~~with~~foreign ~~the~~exchange ~~Trading~~trades ~~Companies~~with ~~for futures, forwards, and options positions~~MS&Co. ~~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 bid/orask ~~commissions,~~spreads ~~than~~are ~~the Partnership pays~~charged. ~~The records of any such trading will not be available for inspection by limited partners.~~

~~● For~~• ~~excess~~Employees ~~cash~~of ~~which~~the isPlacement ~~not~~Agent ~~invested, MS&Co.~~receive ~~and~~a ~~the~~portion ~~General~~of ~~Partner~~the ~~retain~~ongoing ~~any~~placement ~~interest~~agent ~~earned~~fee onpaid ~~cash~~by in the Partnership’s ~~account~~(except infor ~~excess~~consulting ofclients, from which the ~~rate~~Placement ~~specified~~Agent, serving in ~~the~~its ~~private~~role ~~placement~~as ~~memorandum~~investment ofadviser receives the ~~partnership~~fees ~~(the~~and ~~“Memorandum”~~expenses described in such consulting client’s consulting agreement). ~~That~~Therefore, ~~could~~these ~~create~~employees ~~an incentive~~have ~~for~~a ~~the~~conflict ~~General~~of ~~Partner~~interest toin ~~retain~~making ~~excess~~recommendations ~~cash~~regarding inthe ~~cash~~purchase ~~instead~~or redemption of ~~permitted investments~~Units.

● • The Trading Advisors, the General Partner, ~~may~~Morgan ~~purchase~~Stanley ~~money~~and ~~market mutual~~its ~~fund~~affiliates ~~shares~~and ~~from~~subsidiaries ~~mutual~~may ~~funds~~trade ~~affiliated~~Futures Interests for their own accounts, and~~/or~~ ~~unaffiliated~~thereby compete with the Trading Companies for positions. Also, the other commodity pools managed by the General Partner and the Trading Advisors may compete with the Trading Companies for Futures Interests 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.

● • For excess cash which is not invested, MS&Co. and the General Partner retain any interest ~~income~~ earned on cash in the ~~Trading Companies~~Partnership’s ~~accounts~~account in excess of the rate specified ~~herein~~in the private placement memorandum of the Partnership (the “Memorandum”). That could create an incentive for ~~more~~the ~~risky~~General ~~investments~~Partner ~~with~~to ~~such~~retain excess cash. in cash instead of permitted investments.

No• ~~specific~~The ~~policies regarding conflicts of interest have been adopted by the~~ General Partner, ~~Morgan~~may ~~Stanley~~purchase ~~Wealth~~money ~~Management,~~market ~~the Partnership,~~mutual ~~the~~fund ~~Trading~~shares ~~Companies~~from ormutual ~~any~~funds ofaffiliated ~~their affiliates,~~ and/or ~~investors~~unaffiliated ~~will~~with ~~be dependent on~~ the ~~good~~General ~~faith of, and legal and fiduciary obligations imposed on, the parties involved with such conflicts to resolve them equitably~~Partner.

AnNo ~~Investment~~specific inpolicies ~~Units~~regarding ~~may~~conflicts ~~not~~of ~~Diversify~~interest ~~an Overall Portfolio. Because futures, forwards and options~~ have ~~historically performed~~been ~~independently~~adopted ofby ~~traditional investments in equities and bonds,~~ the General Partner, ~~believes~~Morgan ~~that~~Stanley ~~managed~~Wealth ~~futures~~Management, ~~funds like~~ the Partnership, ~~can~~the ~~diversify~~Trading aCompanies ~~traditional~~or ~~portfolio~~any of ~~equities~~their ~~and bonds. However~~affiliates, ~~the~~and ~~General~~investors ~~Partner~~will ~~cannot~~be ~~assure you~~dependent ~~that~~on the ~~Partnership~~good ~~will~~faith ~~perform with a significant degree~~ of, ~~non-~~and orlegal ~~low-correlation~~and tofiduciary ~~your~~obligations ~~other~~imposed ~~investments~~on, in the ~~future. You~~parties involved ~~may~~with ~~lose~~such ~~your~~conflicts ~~entire~~to ~~investment~~resolve inthem ~~the Partnership~~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~~Neither the Partnership nor any of ~~Contents~~the Trading Companies are Registered Investment Companies. The Partnership and the Trading Companies are not required to register, and none are registered, as investment companies under the Investment Company Act of 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).

~~Neither~~Risks ~~the~~Related ~~Partnership~~to ~~nor~~Regulation ~~any~~ of the ~~Trading~~Partnership, ~~Companies~~General ~~are~~Partner ~~Registered Investment Companies. The Partnership~~ and ~~the~~ Trading Companies are not required to register, and none are registered, as investment companies under the Investment Company Act of 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).

~~Risks~~The ~~Related~~Federal toReserve Board’s Regulation of Morgan Stanley Could Affect the Activities of the Partnership and the Trading Companies. As a bank holding company (“BHC”) 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 comprehensive, consolidated supervision and regulation by the Board of Governors of the Federal Reserve System (“Federal Reserve”). Since the General Partner is a subsidiary of Morgan Stanley, the Federal Reserve will treat the Partnership as an affiliate of Morgan Stanley. As a result, the Partnership will be subject to the BHCA and ~~Trading~~the ~~Companies~~Federal Reserve’s implementing regulations and interpretations, which are subject to change.

~~The~~A ~~Federal~~significant ~~Reserve~~focus ~~Board’s Regulation~~ of ~~Morgan Stanley Could Affect~~ the ~~Activities~~regulatory offramework ~~the Partnership and the Trading Companies. As a bank holding company~~ that ~~has~~applies ~~elected~~to ~~financial holding company (“FHC”) status under the Bank Holding Company Act of 1956 (“BHCA”),~~ Morgan Stanley ~~and~~is ~~its affiliates are subject~~ to ~~the~~ensure ~~comprehensive, consolidated~~that ~~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 operate in a safe and sound manner, with sufficient capital, earnings and liquidity ~~that~~to allow Morgan Stanley ~~may~~to serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the “Banks”). These Banks must remain well-capitalized and well-managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-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, the Partnership and the Trading Companies, any limited divestiture should not directly involve the Partnership or the Trading Companies.

~~The enactment~~5 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 its ~~July 2013~~regulatory, ~~the~~supervisory ~~Federal Reserve~~and ~~issued~~enforcement aauthority ~~final~~with ~~rule~~respect ~~adopting~~to ~~the~~Morgan ~~regulatory~~Stanley ~~capital~~and ~~reforms~~certain ~~agreed~~provisions ~~upon~~of by the ~~Basel~~Dodd-Frank ~~Committee~~Wall ~~(“Basel~~Street ~~III”).~~Reform ~~The~~and ~~Basel~~Consumer ~~III~~Protection ~~capital~~Act ~~framework~~(the ~~introduced~~“Dodd-Frank Act” aor ~~new~~the ~~minimum common equity tier 1 (~~“~~CET 1~~Act”) ~~capital~~could ~~ratio~~result ofin ~~4.5 percent and a CET 1 capital conservation buffer of 2.5 percent, raised~~ the ~~minimum~~need ~~tier~~for 1Morgan ~~capital~~Stanley ~~ratio from 4 percent~~ to 6change ~~percent,~~its ~~required~~business ~~all~~practices ~~banking~~or ~~organizations~~the toscope ~~meet~~of aits ~~minimum~~current 4lines ~~percent~~of ~~leverage ratio~~business, ~~and~~including ~~introduced~~certain alimited ~~standardized approach for calculating risk-weighted assets~~divestitures. InAlthough ~~February 2014,~~such ~~the~~changes ~~Federal~~could ~~Reserve~~have ~~formally~~an ~~adopted~~impact aon ~~number of previously-issued capital planning~~ and ~~stress testing requirements as “enhanced prudential standards.” For bank holding~~ ~~companies~~consequences ~~with~~for ~~total consolidated assets of $50 billion or more, such as~~ Morgan Stanley, the ~~enhanced~~General ~~prudential~~Partner, ~~standards~~the ~~include~~Partnership ~~periodic capital planning~~ and ~~stress~~the ~~testing~~Trading ~~procedures~~Companies, ~~including~~any ~~the~~limited ~~requirement~~divestiture toshould ~~submit~~not todirectly involve the ~~Federal~~Partnership ~~Reserve~~or ~~an annual capital plan that demonstrates~~ the ~~holding~~Trading ~~company’s ability to maintain minimum capital levels under both baseline and stressed conditions~~Companies.

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

7Effect on the Partnership of the “Volcker Rule.” In December 2013, the Federal Reserve, the Office of the Comptroller of the Currency, the FDIC, the SEC and the CFTC each adopted a final rule (“Final Rule”) implementing Section 619 of the Dodd-Frank Act (which section is commonly referred to as the Volcker Rule). The Final Rule became effective on April 1, 2014 and is being implemented over time. Covered fund investments and relationships in place 2014 or after became subject to the Volcker Rule and Final Rule on July 21, 2015. Covered fund investments and relationships in place before 2014 are subject to an extended conformance period granted by the Federal Reserve in July 2016, which absent an extension, will expire on July 21, 2017. 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 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 requirements. The banking agencies make clear, however, that 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.

~~Table~~The Volcker Rule and Final Rule impose a number of restrictions ~~Contents~~on Morgan Stanley and its affiliates that could affect the Partnership, the Trading Companies, the General Partner and the limited partners. For example, to sponsor and invest in the Trading Companies, 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 a Trading Company will be limited to 3% of the Trading Company’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 a Trading Company 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 a Trading Company or further investment in the Partnership or a Trading Company 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 the Trading Companies or may be prohibited, entirely or partially, from making further investments in the Partnership or the Trading Companies.

~~Effect~~The onFinal ~~the~~Rule ~~Partnership~~also ofcontains ~~the~~a ~~“Volcker~~general ~~Rule.”~~prohibition Inon ~~December 2013, the~~“covered ~~Federal Reserve~~transactions,” ~~the~~as ~~Office~~defined ofin ~~the~~Section 23A ~~Comptroller~~ of the Federal ~~Currency,~~Reserve ~~the FDIC~~Act, ~~the~~as ~~SEC~~amended ~~and the Commodity Futures Trading Commission~~ (“~~CFTC~~FRA”), ~~each~~and ~~adopted~~certain aother ~~final~~transactions ~~rule~~set ~~(“Final~~forth ~~Rule”)~~in ~~implementing~~ Section 23B ~~619~~ of the ~~Dodd-Frank~~FRA, ~~Act (which~~between ~~section~~a isbanking ~~commonly~~entity ~~referred~~and toany ascovered ~~the~~fund ~~Volcker~~(or ~~Rule).~~any ~~The~~other ~~Final~~covered ~~Rule~~fund ~~became~~controlled ~~effective~~by onsuch ~~April 1,~~covered ~~2014.~~fund) ~~Among~~(i) for ~~other things,~~ which the ~~Final Rule limits the ability of “~~banking ~~entities”~~entity ~~(which term includes any insured depository institution~~serves, ~~any~~directly ~~company controlling an insured depository institution~~ or ~~any~~indirectly, ~~affiliate~~as orthe ~~subsidiary~~investment ofmanager, ~~either)~~investment toadviser, ~~acquire~~commodity ortrading ~~retain~~advisor ~~an equity~~ or ~~other ownership interest in, or “~~sponsor”, ~~“covered~~(ii) that ~~funds.”~~was ~~The~~organized ~~Final Rule, however, permits banking entities to organize~~ and ~~offer~~offered aby ~~covered~~the ~~fund~~banking ~~if several conditions are satisfied~~entity, ~~including~~or ~~the~~(iii) in ~~requirement~~which ~~that~~ the banking entity continues ~~does~~to ~~not~~hold ~~acquire or retain~~ an ~~equity or other~~ ownership interest, inpursuant ~~the~~to ~~covered fund except for~~ a departicular ~~minimis~~Volcker ~~investment,~~Rule ~~after an initial seeding period~~exemption. ~~Moreover,~~These ~~all~~general ~~banking~~prohibitions ~~entities~~will ~~engaging~~restrict incertain ~~proprietary~~lending, ~~trading or covered funds activities subject to the Final Rule must adopt a compliance program~~hedging, ~~including~~and ~~meeting~~other ~~certain documentation~~transactions and ~~reporting~~relationships ~~requirements.~~between ~~The~~Morgan ~~banking~~Stanley ~~agencies~~affiliates ~~make~~and ~~clear, however, that~~ the Partnership ~~terms, scope~~ and/or ~~detail of~~ the ~~compliance~~Trading ~~program depend on the types~~Companies, ~~size,~~which ~~scope~~will ~~and~~require ~~complexity~~restructuring of ~~the~~those ~~activities~~relationships ~~and~~prior ~~business~~to ~~structure~~the end of the ~~banking entity~~conformance period.

~~Morgan~~While ~~Stanley~~the isGeneral ~~continuing~~Partner will endeavor to ~~assess~~minimize the impact of the ~~Final~~Volcker Rule ~~on itself~~ and ~~all~~the ~~of its subsidiaries and affiliates. The~~ Final Rule ~~will,~~on ~~among other things, limit or prohibit certain employees of Morgan Stanley and its subsidiaries and affiliates, including~~ the ~~General~~Partnership ~~Partner,~~ and ~~their investment vehicles from investing in or co-investing with the Partnership~~ ~~and/or~~ the Trading Companies~~. Structural changes~~, ~~such~~Morgan asStanley’s ~~with~~interests ~~respect~~in todetermining ~~governance~~what ~~arrangements~~actions ~~for~~to ~~the~~take ~~Partnership~~in ~~and/or~~implementing ~~the~~a ~~Trading~~compliance ~~Companies,~~program ~~could~~under ~~also~~the beVolcker ~~required.~~Rule Tomay ~~the~~conflict ~~extent~~with ~~that~~ the ~~General~~interests ~~Partner determines that any activities or investments~~ of the Partnership ~~and/or the Trading Companies are impermissible under the Final Rule~~, the General Partner ~~was required to conform such activities~~ and ~~investments~~the bylimited ~~July 21~~partners, ~~2015, subject to an extended conformance period (expected to~~ ~~end~~all ~~on July 21, 2017) for certain relationships and investments in place prior to 2014, at or before the end~~ of which ~~such~~may ~~legacy relationship and investments must~~ be ~~conformed,~~adversely ~~and~~affected ~~the Partnership must be in full compliance with the Final Rule. It should be noted that each of the regulators has discretion to interpret the Final Rule with respect to the entities regulated~~ by ~~each~~ such ~~regulator, and there are numerous interpretive questions to be resolved in regulatory commentary, so there remains some uncertainty as to how various aspects of the Final Rule may be applied~~actions.

~~Redemptions~~In ~~from~~addition, ~~the~~further ~~Partnership~~restrictions and~~/or~~ ~~the~~limitations ~~Trading~~on Morgan ~~Companies~~Stanley, bythe ~~individuals~~Partnership, orthe ~~entities~~Trading ~~that~~Companies ~~are~~and ~~related~~the ~~to,~~General orPartner ~~affiliated~~may ~~with,~~emerge ~~Morgan~~as ~~Stanley,~~additional ~~including~~regulatory ~~the~~guidance ~~General Partner,~~ and, ~~without~~interpretations ~~limitation,~~are ~~any~~provided ~~investment~~on ~~vehicles~~the ~~advised~~Volcker byRule ~~Morgan~~and ~~Stanley~~Final orRule. ~~its~~To ~~subsidiaries~~this ~~and affiliates~~end, ~~including~~and despite the ~~General~~ ~~Partner,~~issuance orof ~~certain~~the ~~employees~~Final asRule, certain aaspects ~~result~~ of, orthe inVolcker ~~connection~~Rule ~~with,~~remain ~~the~~unclear ~~Final~~and ~~Rule~~susceptible ~~could~~to ~~require~~alternative ~~the~~interpretations. ~~Partnership~~The ~~and/or~~foregoing ~~the~~is, ~~Trading~~thus, ~~Companies~~not toan ~~liquidate~~exhaustive ~~positions~~discussion ~~sooner~~of ~~than~~the ~~would~~potential ~~otherwise~~risks bethe ~~desirable,~~Volcker ~~which~~Rule ~~could~~poses ~~adversely~~for ~~affect~~Morgan Stanley, the ~~performance~~ ofPartnership, the ~~Partnership~~Trading Companies and~~/or~~ the ~~Trading~~limited ~~Companies~~partners.

~~The~~Each ~~Final~~prospective ~~Rule~~investor ~~also~~should ~~contains~~consult aits ~~general~~own ~~prohibition~~legal oncounsel ~~“covered transactions,”~~to asdetermine ~~defined~~how in Section 23A of the Federal Reserve Act, as amended (“FRA”), and certain other transactions set forth in Section 23B of the FRA, between a banking entity and any covered fund (or any other covered fundit ~~controlled~~could bybe ~~such~~impacted ~~covered fund) (i) for which the banking entity serves, directly or indirectly, as the investment manager, investment adviser, commodity trading advisor or sponsor, (ii) that was organized and offered~~ by the ~~banking~~Volcker ~~entity~~Rule, ~~or (iii) in which~~ the ~~banking~~Final ~~entity continues to hold an ownership interest, pursuant to a particular Volcker~~ Rule ~~exemption.~~and Atother oraspects ~~before the end~~ of the ~~applicable~~Dodd-Frank conformance period, such general prohibitions will restrict certain transactions and relationships between Morgan Stanley affiliates and the Partnership and/or the Trading Companies, which could require restructuring of those relationshipsAct.

~~Assets~~6 Held in Accounts at U.S. Banks May Not Be Fully Insured. The assets of each Trading Company that are deposited with Commodity Brokers or their affiliates may be placed in deposit accounts at U.S. banks. The FDIC insures deposits held at insured depository institutions for up to $250,000 (including principal and accrued interest) for each insurable capacity (e.g., individual accounts, joint accounts, corporate accounts, etc.), though deposits in separate branches of an insured institution are not separately insured. If the FDIC were to become receiver of an insured U.S. bank holding deposit accounts that were established by a Commodity Broker or one of its affiliates, then it is uncertain whether the Commodity Broker, the affiliate involved, the Trading Company, the Partnership, or the investor would be able to reclaim cash in the deposit accounts above $250,000.

8Assets Held in Accounts at U.S. Banks May Not Be Fully Insured. The assets of each Trading Company that are deposited with MS&Co or its affiliates may be placed in deposit accounts at U.S. banks. The FDIC insures deposits held at insured depository institutions for up to $250,000 (including principal and accrued interest) for each insurable capacity (e.g., individual accounts, joint accounts, corporate accounts, etc.), though deposits in separate branches of an insured institution are not separately insured. If the FDIC were to become receiver of insured U.S. bank holding deposit accounts that were established by a commodity broker or one of its affiliates, then it is uncertain whether the commodity broker, the affiliate involved, the Trading Company, the Partnership, or the investor would be able to reclaim cash in the deposit accounts above $250,000.

~~Table~~THE ofUNITS ~~Contents~~ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY ARE SUITABLE ONLY FOR PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

~~THE~~Other ~~UNITS~~Federal ~~ARE~~Agencies, Including ~~SPECULATIVE~~the ~~AND~~SEC ~~INVOLVE~~and Athe ~~HIGH~~CFTC, ~~DEGREE~~Regulate OFCertain ~~RISK~~Activities of the Partnership and General Partner. ~~THEY~~Regulatory ~~ARE~~changes ~~SUITABLE~~other than banking regulations could adversely affect the Partnership by restricting its trading activities and/or increasing ~~ONLY~~the ~~FOR~~costs ~~PERSONS~~or ~~WHO~~taxes ~~CAN~~to ~~AFFORD~~which TOthe ~~LOSE~~investors ~~THEIR~~are ~~ENTIRE~~subject. ~~INVESTMENT~~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 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 also impose administrative burdens on the General Partner, including, without limitation, responding to investigations and implementing new policies and procedures. As a result, the General Partner’s time, attention and resources may be diverted from portfolio management activities.

Other ~~Federal~~potentially ~~Agencies,~~adverse ~~Including~~regulatory ~~the~~initiatives ~~SEC and the CFTC, Regulate Certain Activities of the Partnership and General Partner. Regulatory changes other than banking regulations~~ could ~~adversely~~develop ~~affect~~suddenly ~~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 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 also impose administrative burdens on the General Partner, including, without ~~limitation, responding to investigations and implementing new policies and procedures~~notice. ~~As a result, the General Partner’s time, attention and resources may be diverted from portfolio management activities.~~

~~Other~~The ~~potentially~~General ~~adverse~~Partner, ~~regulatory~~the ~~initiatives~~Partnership ~~could~~and ~~develop~~its ~~suddenly~~Service Providers and their Respective Operations Are Potentially Vulnerable to Cyber-Security Attacks or Incidents. Like other business enterprises, the use of the internet and other electronic media and technology exposes the General Partner, the Partnership 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 software code, mishandling or misuse of information and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber events, unintentional cyber events can occur. Unintentional cyber events may include, for example, the inadvertent release of confidential information, the mishandling or misuse of information and/or technological limitations or hardware failures (in the markets or otherwise) that constrain the Partnership’s and/or the Trading Companies’ ability to gather, process and communicate information efficiently and securely, without ~~notice~~interruption.

~~The~~Any ~~General~~cyber ~~Partner,~~event could adversely affect the Partnership’s business, financial condition or results of operations and ~~its~~cause the ~~Service~~Partnership ~~Providers~~to incur financial loss and ~~their~~expense, ~~Respective~~as ~~Operations~~well ~~Are~~as ~~Potentially~~face ~~Vulnerable~~exposure to ~~Cyber-Security Attacks~~regulatory penalties or ~~Incidents.~~legal ~~Like~~claims, ~~other~~reputational ~~business~~damage ~~enterprises,~~and ~~the~~additional ~~use~~costs ofassociated ~~the~~with ~~internet~~corrective ~~and~~measures. ~~other~~A ~~electronic~~cyber-security ~~media~~breach ~~and~~could ~~technology~~also ~~exposes~~jeopardize ~~the~~a limited ~~General~~partner’s ~~Partner~~personal, ~~the~~confidential, ~~Partnership~~proprietary ~~and~~or ~~its~~other ~~service~~information ~~providers,~~processed and ~~their~~stored ~~respective operations~~in, toand ~~potential~~transmitted ~~risks from~~through, ~~cyber-security~~the ~~attacks~~General Partner’s or ~~incidents~~a ~~(collectively,~~service ~~“cyber~~provider’s ~~events”)~~computer systems. ~~Cyber~~A ~~events~~cyber event may ~~include,~~cause ~~for~~the ~~example,~~Partnership ~~unauthorized~~or its ~~access~~service providers to ~~systems,~~lose ~~networks~~proprietary ~~or devices~~information, ~~infection~~suffer ~~from~~data ~~computer~~corruption, ~~viruses~~lose oroperational ~~other~~capacity ~~malicious~~(such ~~software~~as, ~~code~~for example, ~~mishandling~~ orthe ~~misuse~~loss of ~~information~~the ~~and~~ability ~~attacks~~to ~~which~~process ~~shut down~~transactions, ~~disable,~~calculate ~~slow~~the orPartnership’s ~~otherwise~~net ~~disrupt~~asset ~~operations~~value, ~~business~~or ~~processes~~allow orinvestors ~~website~~to transact ~~access~~business) and/or ~~functionality.~~fail ~~In addition~~ to ~~intentional~~comply ~~cyber~~with ~~events,~~applicable ~~unintentional~~privacy ~~cyber~~and ~~events~~other ~~can occur~~laws. ~~Unintentional~~ ~~cyber~~Among ~~events~~other ~~may~~potentially ~~include,~~harmful ~~for example~~effects, ~~the~~cyber ~~inadvertent~~events ~~release~~also ofmay ~~confidential~~result ~~information~~in theft, ~~the~~unauthorized ~~mishandling~~monitoring ~~or misuse of information~~ and~~/or~~ ~~technological limitations or hardware~~ failures (in the ~~markets~~physical infrastructure or ~~otherwise)~~operating systems that ~~constrain~~support the Partnership’s ~~ability~~or toits ~~gather,~~service ~~process and communicate information efficiently and securely, without interruption~~providers.

~~Any~~The ~~cyber~~nature ~~event could adversely affect the Partnership’s business, financial condition or results~~ of ~~operations~~malicious and cause the Partnership to incur financial loss and expense, as well as face exposure to regulatory penalties or legal claims, reputational damage and additional costs associated with corrective measures. A cyber-~~security~~attacks ~~breach~~is ~~could~~becoming ~~also~~increasingly sophisticated ~~jeopardize a limited partner’s personal, confidential, proprietary or other information processed~~ and ~~stored~~neither ~~in, and transmitted through,~~ the General Partner’s ornor ~~a service provider’s computer systems. A cyber event may cause~~ the Partnership orcan ~~its~~control ~~service providers to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example,~~ the ~~loss~~cyber ofsystems ~~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-security ~~events~~systems ~~also~~of ~~may result in theft, unauthorized monitoring and failures in~~ the ~~physical~~Trading ~~infrastructure~~Advisors or ~~operating~~other ~~systems~~third-party ~~that support the Partnership or its~~ service providers.

The ~~nature~~General Partner May Determine to Invest Up To All of ~~malicious~~the ~~cyber-attacks~~Partnership’s isand/or ~~becoming~~the ~~increasingly~~Trading ~~sophisticated~~Companies’ Assets in U.S. Treasury Bills and/or ~~neither~~Money ~~the~~Market Mutual Fund Securities. The General Partner ~~nor~~has invested a portion, and may determine to invest up to all, of the Partnership’s ~~can~~and/or ~~control~~ the ~~cyber~~Trading ~~systems~~Companies’ assets in U.S. Treasury bills and/or ~~cyber-security~~money ~~systems~~market ofmutual ~~the~~funds, ~~advisor~~including money market mutual funds managed by Morgan Stanley or ~~other~~its ~~third-party~~affiliates. ~~service~~The ~~providers~~Partnership and/or the Trading Companies, as applicable, will retain all interest income earned on Treasury bills and money market mutual fund securities purchased.

~~The~~In ~~General~~the ~~Partner~~event ~~May~~that ~~Determine to~~the ~~Invest~~General UpPartner Tois ~~All~~required ofto ~~the~~liquidate ~~Partnership’s~~U.S. ~~Assets in United States~~ Treasury ~~Bills~~bills before ~~and/or~~they ~~Money~~mature, ~~Market~~to ~~Mutual~~meet ~~Fund~~redemption ~~Securities.~~requests ~~The~~or ~~General~~otherwise, ~~Partner~~the ~~has~~Partnership ~~invested~~and/or athe ~~portion,~~Trading ~~and~~Companies may ~~determine~~incur toa ~~invest~~loss upon tosuch ~~all,~~U.S. ~~of the Partnership’s assets in United States~~ Treasury bills and/or ~~money~~may ~~market~~be ~~mutual~~subject ~~funds,~~to ~~including~~additional ~~money~~fees ~~market~~or ~~mutual~~other ~~funds~~costs. ~~managed~~The byGeneral ~~Morgan~~Partner ~~Stanley~~will orendeavor ~~its~~to maintain ~~affiliates.~~sufficient ~~The~~cash ~~Partnership~~in ~~will~~the ~~retain~~Partnership’s ~~all~~accounts ~~interest~~in ~~income~~order ~~earned~~to onmeet ~~Treasury~~margin ~~bills~~requirements and ~~money~~avoid ~~market~~early ~~mutual~~liquidation ~~fund securities~~of ~~purchased~~U.S. Treasury bills.

InAlthough ~~the~~a ~~event~~money ~~that~~market ~~the~~mutual ~~General~~fund ~~Partner~~currently isseeks ~~required~~ to ~~liquidate~~preserve ~~Treasury~~the ~~bills~~value ~~before~~of ~~they~~each ~~mature,~~of toits ~~meet redemption~~shares ~~requests~~at or$1.00 ~~otherwise~~per share, ~~the~~it ~~Partnership~~is possible ~~and/or~~to ~~the~~incur ~~Trading~~losses ~~Companies~~when ~~may~~investing ~~incur~~in a ~~loss~~money onmarket ~~such~~mutual ~~Treasury bills and/or may be subject to additional fees or other costs~~fund. ~~The~~An ~~General~~investment ~~Partner will endeavor to maintain sufficient cash~~ in ~~the Partnership’s~~a ~~accounts~~money inmarket ~~order~~mutual tofund ~~meet~~is ~~margin~~not ~~requirements~~insured ~~and~~or ~~avoid~~guaranteed ~~early~~by ~~liquidation~~any ofgovernment ~~Treasury bills~~agency.

~~Although~~7 a money market mutual fund currently seeks to preserve the value of each of its shares at $1.00 per share, it is possible to incur losses when investing in a money market mutual fund. An investment in a money market mutual fund is not insured or guaranteed by any government agency. A money market mutual fund may experience significant pressures from, among other things, shareholder redemptions, issuer credit downgrades and illiquid markets. There have been some money market mutual funds that have “broken the buck,” which means that, upon redemption, investors in those funds did not receive $1.00 per share for their investments in those funds. Recent rule amendments adopted by the SEC will require certain money market mutual funds to implement floating net asset values in the future that will not preserve the value of each of its shares at $1.00 per share. The implementation of these rule amendments may impact the Partnership’s use of these money market mutual funds for capital preservation purposes.

~~Futures~~A ~~Interests~~money ~~Trading~~market ismutual ~~Speculative~~fund ~~and~~may ~~Volatile.~~experience ~~The~~significant ~~rapid~~pressures ~~fluctuations~~from, inamong ~~the~~other ~~market prices~~things, ofshareholder ~~futures~~redemptions, ~~forwards,~~issuer ~~and~~credit ~~options~~downgrades ~~make~~and anilliquid ~~investment in the Partnership volatile~~markets. ~~Volatility~~There ishave ~~caused~~been ~~by,~~some ~~among~~money ~~other~~market ~~things,~~mutual ~~changes~~funds inthat ~~supply~~have ~~and~~“broken ~~demand~~the ~~relationships;~~buck,” ~~weather;~~which ~~agricultural,~~means ~~trade~~that, ~~fiscal~~upon redemption, ~~monetary~~investors ~~and~~in ~~exchange~~those ~~control~~funds ~~programs; domestic~~did ~~and~~not ~~foreign~~receive ~~political~~$1.00 ~~and~~per ~~economic~~share for ~~events~~their ~~and~~investments ~~policies; and changes~~ in ~~interest~~those ~~rates~~funds. IfRecent arule ~~Trading~~amendments ~~Advisor~~adopted ~~incorrectly~~by ~~predicts~~ the ~~direction~~SEC ofwill ~~prices~~require incertain ~~futures,~~money ~~forwards~~market ~~and~~mutual ~~options,~~funds ~~large~~to ~~losses~~implement ~~may~~floating ~~occur.~~net ~~The~~asset ~~Partnership’s performance~~values ~~will~~in bethe ~~volatile~~future onthat awill ~~monthly~~not ~~and~~preserve anthe ~~annual~~value ~~basis.~~of ~~The~~each ~~Partnership~~of ~~could~~its ~~lose~~shares ~~all~~at or$1.00 ~~substantially all of its assets~~per share. The ~~multi-advisor~~implementation ~~feature~~ of ~~the~~these ~~Partnership,~~rule ~~through~~amendments ~~the~~may ~~Trading~~impact ~~Companies,~~the ~~may~~Partnership’s ~~reduce~~use ~~the~~of ~~return~~these ~~volatility~~money ~~relative to~~market ~~the~~mutual ~~performance~~funds offor ~~single-advisor~~capital ~~investment~~preservation ~~funds~~purposes.

~~The Trading Companies’~~ Futures Interests Trading is ~~Highly~~Speculative ~~Leveraged~~and ~~such that~~Volatile. ~~Small~~The ~~Changes~~rapid fluctuations in the ~~Price~~market prices of ~~the~~Futures ~~Partnership’s~~Interests make ~~Positions~~an ~~May~~investment ~~Result~~ in ~~Substantial Losses. The Trading Advisors for~~ the Partnership ~~use~~volatile. ~~substantial~~Volatility ~~leverage.~~is ~~Trading~~caused ~~futures~~by, ~~forwards,~~among ~~and~~other ~~options involves substantial leverage~~things, ~~which could~~changes ~~result~~ in ~~immediate~~supply and ~~substantial~~demand ~~losses.~~relationships; ~~Due~~weather; toagricultural, ~~the~~trade, ~~low margin deposits normally required in trading futures~~fiscal, ~~forwards~~monetary and ~~options~~exchange ~~(typically~~control ~~between~~programs; 2%domestic and ~~15%~~foreign ofpolitical ~~the value of the contract purchased or sold), an extremely high degree of~~and ~~leverage~~economic isevents ~~typical~~and ofpolicies; aand ~~futures~~changes ~~interests~~in ~~trading~~interest ~~account~~rates. AsIf a ~~result,~~Trading aAdvisor ~~relatively~~incorrectly ~~small~~predicts ~~price~~the ~~movement~~direction inof ~~futures,~~prices ~~forwards, and options may result~~ in ~~immediate~~Futures ~~and~~Interests, ~~substantial~~large losses tomay ~~the investor~~occur. ~~For~~The ~~example,~~Partnership’s ifperformance ~~10%~~will ofbe ~~the~~volatile ~~face~~on ~~value of~~ a ~~contract~~ ismonthly ~~deposited~~and asan annual ~~margin~~basis. ~~for~~The ~~that~~Partnership ~~contract,~~could alose ~~10%~~all ~~decrease~~or insubstantially ~~the~~all ~~value~~ of ~~the~~its ~~contract~~assets. ~~would~~The ~~cause~~multi-advisor afeature ~~total loss~~ of the ~~margin~~Partnership, ~~deposit.~~through Athe ~~decrease~~Trading ofCompanies, ~~more~~may ~~than~~reduce ~~10% in~~ the ~~value~~return ofvolatility ~~the~~relative ~~contract~~to ~~would cause a loss greater than~~ the ~~amount~~performance of ~~the margin~~single-advisor ~~deposit~~investment funds.

The ~~leverage~~Trading ~~employed~~Companies’ byFutures ~~each~~Interests Trading ~~Advisor~~is Highly Leveraged such that Small Changes in ~~its~~the ~~trading~~Price of ~~can~~the ~~vary~~Partnership’s ~~substantially~~Positions ~~from~~May ~~month~~Result toin ~~month~~Substantial Losses. ~~This~~The ~~leverage, expressed~~Trading asAdvisors for the ~~underlying~~Partnership ~~value~~use ofsubstantial ~~each~~leverage. Trading ~~Company’s~~Futures ~~positions~~Interests ~~compared~~involves substantial leverage, which could result in immediate and substantial losses. Due to the ~~average~~low ~~net~~margin ~~assets~~deposits ofnormally ~~such~~required ~~Trading~~in ~~Company,~~trading isFutures ~~anticipated~~Interests to(typically ~~range~~between ~~from~~2% ~~two~~and ~~times~~15% of the ~~Trading~~value ~~Company’s~~of ~~net~~the ~~assets~~contract topurchased ~~ten~~or ~~times~~sold), ~~the~~an ~~Trading Company’s~~extremely ~~net~~high ~~assets~~degree of leverage is typical of a Futures Interests trading account. ~~Under~~As ~~certain~~a ~~conditions~~result, ~~however,~~ a ~~Trading~~relatively ~~Company’s~~small ~~leverage~~price ~~could~~movement ~~exceed~~in ~~(or~~Futures beInterests ~~less~~may ~~than)~~result ~~such~~in ~~range~~immediate and substantial losses to the investor. ~~The~~For ~~amount~~example, if 10% of ~~margin~~the ~~required~~face tovalue beof ~~deposited~~a ~~with~~contract ~~respect~~is todeposited anas ~~individual~~margin ~~futures~~for that contract, isa ~~determined~~10% bydecrease in the ~~exchange~~value ~~upon~~of ~~which~~ the contract iswould ~~traded~~cause ~~and~~a total loss of the ~~commodity~~margin ~~broker~~deposit. atA ~~which~~decrease of more than 10% in the ~~position~~value isof ~~held~~the ~~and~~contract ~~may~~would because ~~changed~~a atloss ~~any~~greater ~~time~~than the amount of the margin deposit.

9The leverage employed by each Trading Advisor in its trading can vary substantially from month to month. This leverage, expressed as the underlying value of each Trading Company’s positions compared to the average net assets of such Trading Company, is anticipated to range from two times the Trading Company’s net assets to ten times the Trading Company’s net assets. Under certain conditions, however, a Trading Company’s leverage could exceed (or be less than) such range. The amount of margin required to be deposited with respect to an individual futures contract is determined by the exchange upon which the contract is traded and the commodity broker at which the position is held and may be changed at any time.

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

~~Options~~Market ~~Trading~~Illiquidity ~~can~~May beCause ~~More~~Less ~~Volatile~~Favorable ~~than~~Trade ~~Futures~~Prices. ~~Trading,~~Although ~~and~~the ~~Purchasing~~Trading ~~and~~Advisors ~~Writing~~for ~~Options Could~~each ~~Result in~~ Trading ~~Losses. A Trading~~ Company generally ~~may~~will ~~trade~~purchase ~~options~~and onsell ~~futures.~~actively ~~Although~~traded ~~successful~~contracts ~~options~~where ~~trading~~last ~~requires~~trade ~~many~~price ofinformation ~~the~~and ~~same~~quoted ~~skills~~prices asare ~~successful~~readily ~~futures trading~~available, the ~~risks~~price ~~are~~at ~~different.~~which ~~Successful options trading requires~~ a ~~trader~~ tosale ~~assess~~or ~~accurately~~purchase ~~near-term~~occurs ~~market~~may ~~volatility~~differ ~~because~~from ~~that volatility is immediately reflected in~~ the price ofexpected ~~outstanding~~because ~~options.~~there ~~Correct~~may ~~assessment~~be ofa ~~market~~delay between ~~volatility~~receiving ~~can~~a ~~therefore~~quote beand ofexecuting ~~much~~a ~~greater~~trade, ~~significance~~particularly in ~~trading~~circumstances ~~options than it is in many long-term futures strategies~~ where ~~volatility~~a ~~does~~market ~~not~~has ~~have~~limited astrading ~~great~~volume anand ~~effect~~prices onare ~~the~~often ~~price~~quoted offor arelatively ~~futures~~limited ~~contract~~quantities. ~~Specific~~ ~~market~~In ~~movements~~addition, ofmost ~~the~~U.S. ~~commodities or~~ futures ~~contracts~~exchanges ~~underlying~~have ~~an option cannot accurately be~~established ~~predicted. The~~“daily ~~purchaser~~price offluctuation anlimits” ~~option~~which ~~may~~preclude ~~lose~~ the ~~entire~~execution ~~premium~~of ~~paid~~trades ~~for~~at ~~the~~prices ~~option. The~~outside ~~writer, or seller,~~ of ~~a put option collects a premium and risks losing~~ the ~~difference~~limit, ~~between the strike price~~ and, ~~the~~from ~~market~~time ~~price~~to oftime, the ~~underlying~~ ~~commodity~~CFTC or ~~futures contract (less~~ the ~~premium~~exchanges ~~received)~~may ifsuspend ~~the~~trading ~~option~~in ~~buyer~~market ~~exercises~~disruption ~~its put option~~circumstances. ~~The~~In ~~writer,~~these orcases ~~seller,~~it ofis possible that a ~~call~~Trading ~~option~~Company ~~has~~could ~~unlimited~~be ~~risk. A~~required ~~call~~to ~~option~~maintain ~~writer collects~~ a ~~premium and risks~~ losing ~~the difference~~position ~~between~~that ~~the price~~ it otherwise would ~~have~~execute toand ~~pay~~incur tosignificant ~~obtain~~losses ~~the underlying commodity~~ or ~~futures~~be ~~contract~~unable ~~and~~to ~~the~~establish ~~strike~~a ~~price~~position ~~(less~~and ~~the~~miss ~~premium~~a ~~received)~~profit ~~if the option buyer exercises its call option~~opportunity.

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

~~Factors~~• ~~that can contribute to market illiquidity for~~ exchange-~~traded~~imposed ~~contracts~~price ~~include:~~fluctuation limits;

●• ~~exchange-imposed~~limits ~~price~~on ~~fluctuation~~the ~~limits~~number of contracts speculative traders may hold in most commodity markets; and

●• ~~limits~~market ~~on the number of contracts speculative traders may hold in most commodity markets; and~~disruptions.

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

~~The~~8 General Partner expects that non-exchange traded contracts will be traded for commodity interests for which there is generally a liquid underlying market. Such markets, however, may experience periods of illiquidity and are also subject to market disruptions.

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

Trading on Foreign Exchanges Presents Greater Risks to the Trading Companies than Trading on U.S. Exchanges. ~~Each~~ Each Trading Company trades on exchanges located outside the ~~United States~~U.S. Trading on U.S. exchanges is subject to CFTC regulation and oversight, including, for example, minimum capital requirements for commodity brokers, segregation of customer funds, regulation of trading practices on the exchanges, prohibitions against trading ahead of customer orders, prohibitions against filling orders off exchanges, prescribed risk disclosure statements, testing and licensing of industry sales personnel and other industry professionals, and recordkeeping requirements, and other requirements and restrictions for the purpose of preventing price manipulation and other disruptions to market integrity, avoiding systemic risk, preventing fraud and promoting innovation, competition and financial integrity of transactions.

10Trading on foreign exchanges is not regulated by the CFTC or any other U.S. governmental agency or instrumentality and may be subject to regulations that are different from those to which U.S. exchange trading is subject, may provide less protection to investors than trading on U.S. exchanges, and may be less vigorously enforced than regulations in the U.S.

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

~~Trading~~Lack onof ~~foreign~~Investor ~~exchanges~~Protection isRegulation not regulated by the CFTC or any other U.S. governmental agency or instrumentality and may be subject to regulations that are different from those to which U.S. exchange trading is subject, 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~~The onrights ~~foreign~~of ~~exchanges~~the ~~involves~~Partnership ~~some~~in ~~risks~~the event of the insolvency or bankruptcy of a non-U.S. market, broker or bank are likely to differ from rights that ~~trading~~the onPartnership would have in the U.S. ~~exchanges~~and ~~does~~these ~~not~~rights may be more limited than in the case of failures of U.S. markets, ~~such~~brokers ~~as:~~or banks.

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

~~The~~Generally, ~~rights~~foreign ofbrokers ~~the~~are ~~Partnership~~not insubject to the ~~event~~jurisdiction of the ~~insolvency~~CFTC or ~~bankruptcy~~any other U.S. regulator. In addition, the Partnership’s assets held outside of athe ~~non-~~U.S. ~~market,~~to ~~broker~~margin ortransactions ~~bank~~on foreign exchanges are ~~likely~~held toin ~~differ~~accordance ~~from~~with the client assets protection regime and the insolvency laws of the applicable jurisdiction. A foreign government might halt ~~rights~~trading ~~that~~in a market and/or take possession of the Partnership’s ~~would~~assets ~~have~~maintained in ~~the~~its ~~United~~country ~~States~~in ~~and~~which ~~these~~case ~~rights~~the assets may never be ~~more~~recovered. ~~limited~~The ~~than~~General inPartner and the ~~case~~Trading ofCompanies ~~failures~~might ofhave Ulittle or no notice that such events were happening.S. ~~markets~~In such circumstances, ~~brokers~~the orGeneral ~~banks~~Partner and the Trading Companies may not be able to obtain the Partnership’s assets.

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

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

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

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

~~Exchange-Rate~~Risks ~~Exposure~~Associated with Affiliates

The ~~Partnership~~Trading isCompany’s ~~valued~~clearing inbroker ~~U.S.~~may ~~dollars.~~use ~~Contracts~~an affiliate to carry and clear transactions on foreign exchanges. ~~are~~While the ~~usually~~use ~~traded~~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 ~~currency~~jurisdiction. ~~The~~Moreover, ~~Partnership~~return of the Trading Company’s assets held inat ~~connection~~affiliated ~~with~~foreign brokers ~~contracts~~would ~~priced~~be ~~and~~delayed, ~~settled~~perhaps infor a ~~foreign~~significant ~~currency~~period ~~may~~of time, and would be ~~held~~subject into aadditional ~~foreign~~administrative ~~depository~~costs. inIf, ~~accounts~~on ~~denominated~~the inother hand, a clearing broker had cleared its customers’ foreign ~~currency.~~futures ~~Changes~~and inforeign ~~the~~options ~~value~~transactions through ofunaffiliated ~~the~~foreign ~~local~~brokers, ~~currency~~such ~~relative~~broker tolikely would not have failed and the ~~U.S.~~clearing ~~dollar~~broker’s bankruptcy trustee could ~~cause losses~~have directed the foreign broker to liquidate all of the ~~Partnership~~Trading ~~even~~Company’s ifpositions and return the ~~contract~~balance to ~~traded~~the istrustee ~~profitable~~for distribution to the Trading Company.

11The percentage of each Trading Company’s positions which are traded on foreign exchanges can vary significantly from month to month. The average percentage of each Trading Company’s positions which are expected to be traded on foreign exchanges in any given month is anticipated to range from 30% to 65% of such Trading Company’s positions, but could be greater or less than such expected range during any time period.

~~Table~~9 ~~of Contents~~

The Unregulated Nature of Uncleared Trades in the OTC Markets Creates Counterparty Risks ~~Associated~~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 a Trading Company 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 Trading Companies trade such contracts with MS&Co. and are 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.

~~The~~Forward ~~Trading~~Foreign ~~Company’s~~Currency ~~clearing~~and ~~broker~~Spot ~~may~~Contracts ~~use~~Historically anWere ~~affiliate~~Not toRegulated ~~carry~~When Traded Between Certain “Eligible Contract Participants” and ~~clear~~Are ~~transactions~~Subject onto ~~foreign~~Credit ~~exchanges~~Risk. ~~While~~The ~~the~~Partnership ~~use~~may ~~of affiliates~~trade ~~can~~forward ~~provide~~contracts ~~certain~~in ~~benefits,~~foreign itcurrencies ~~can~~and ~~also~~may ~~pose~~engage ~~certain~~in ~~risks.~~spot Incommodity ~~particular,~~transactions if(transactions ain ~~clearing~~physical ~~broker~~commodities). orThese contracts, anunlike ~~affiliated~~futures ~~foreign~~contracts ~~broker~~and ~~were~~options toon ~~fail~~futures, ithistorically iswere ~~likely~~not ~~that~~regulated ~~all~~by ofthe ~~its~~CFTC ~~affiliated~~when ~~companies~~traded ~~would~~between ~~fail~~certain or“eligible becontract ~~placed~~participants,” as defined in ~~administration within~~the aCommodity ~~relatively~~Exchange ~~brief~~Act. ~~period~~On ofJuly 21, ~~time.~~2010, ~~Each~~the President ofsigned ~~these~~into ~~companies~~law ~~would~~major befinancial ~~liquidated~~services inreform ~~accordance~~legislation ~~with~~in the ~~bankruptcy~~form ~~laws~~ of the ~~local~~Dodd-Frank ~~jurisdiction~~Act. ~~Moreover,~~The ~~return~~Dodd-Frank ofAct ~~the~~includes ~~Trading~~foreign ~~Company’s~~currency ~~assets~~forwards ~~held~~and atforeign ~~affiliated~~currency ~~foreign~~swaps ~~brokers~~(as ~~would~~such ~~be delayed,~~terms ~~perhaps~~are ~~for~~defined ain ~~significant~~the ~~period~~Dodd-Frank ofAct) ~~time,~~in ~~and~~the definition ~~would~~of be“swap.” ~~subject~~The toCFTC ~~additional~~has ~~administrative~~been ~~costs.~~granted ~~If,~~authority onto ~~the~~regulate ~~other~~all ~~hand~~swaps, abut ~~clearing~~grants ~~broker~~the ~~had~~U.S. ~~cleared~~Treasury ~~its~~Department ~~customers’~~the discretion to exempt foreign ~~futures~~currency forwards and foreign ~~options~~currency ~~transactions~~swaps ~~through~~from all aspects of the Dodd-Frank Act ~~unaffiliated~~other ~~foreign~~than ~~brokers~~reporting, ~~such~~recordkeeping ~~broker~~and ~~likely~~business ~~would~~conduct ~~not~~rules ~~have~~for ~~failed~~swap dealers and ~~the~~major ~~clearing~~swap ~~broker’s~~participants. ~~bankruptcy~~In ~~trustee~~November ~~could~~2012, ~~have~~Treasury ~~directed~~determined ~~the~~that ~~foreign~~those ~~broker~~transactions tocan ~~liquidate~~be ~~all~~carved out of the ~~Trading~~swap ~~Company’s~~category, ~~positions~~ and ~~return~~they ~~the~~are ~~balance~~subject only to the noted ~~trustee~~categories ~~for~~of ~~distribution~~the toDodd-Frank Act requirements. Therefore, the ~~Trading~~Partnership ~~Company~~will not receive the full benefit of CFTC regulation for certain of their foreign currency trading activities.

The percentage of each Trading Company’s positions ~~which~~that are ~~traded on foreign exchanges can vary significantly from month to month. The average percentage of each Trading Company’s positions which are~~ expected to beconstitute ~~traded on~~ foreign ~~exchanges~~currency inforwards ~~any~~and ~~given~~foreign currency ~~month~~swaps iscan ~~anticipated~~vary tosubstantially ~~range~~ from ~~19.5%~~month to 37month.4% ~~of such Trading Company’s positions, but could be greater or less than such expected range during any time period.~~

~~The~~Trading ~~Unregulated~~Swaps ~~Nature~~Creates ofDistinctive Risks. The Trading ~~Uncleared~~Advisors ~~Trades~~may trade in ~~the~~certain ~~OTC~~swaps. ~~Markets~~Unlike ~~Creates~~futures ~~Counterparty~~and ~~Risks~~options ~~that~~on Dofutures ~~Not~~contracts, ~~Exist~~most inswap ~~Futures~~contracts ~~Trading~~currently onare ~~Exchanges~~not traded on or incleared ~~Cleared~~by ~~Swaps.~~an ~~Unlike~~exchange ~~futures~~or ~~contracts~~clearinghouse. ~~and~~The ~~cleared~~CFTC ~~swaps,~~currently ~~uncleared~~requires ~~trades,~~only ~~such~~a aslimited ~~forward~~class of swap contracts, (certain ~~some~~interest ~~swaps~~rate and ~~some OTC~~credit ~~“spot”~~default ~~contracts,~~swaps) ~~are~~to ~~entered~~be ~~into~~cleared ~~between~~by ~~private~~a ~~parties~~clearinghouse ~~off~~and executed on an exchange or other organized trading platform. ~~and~~In ~~are~~accordance ~~not~~with ~~subject~~the toDodd-Frank ~~clearing.~~Act, Asthe aCFTC ~~result,~~will in the ~~performance~~future ofdetermine ~~those~~which other classes of swap contracts iswill ~~not~~be ~~guaranteed~~required to be cleared by a clearinghouse and executed on an exchange or ~~its clearinghouse,~~other ~~and~~organized atrading ~~Trading~~platform. ~~Company~~Until issuch attime ~~risk~~as ~~with~~these ~~respect~~transactions toare cleared, the ~~ability~~Partnership ofwill ~~the~~be ~~counterparty~~subject to ~~perform~~a greater risk of counterparty default on its swaps. Because swaps do not generally involve the ~~contract~~delivery of underlying assets or principal, ~~including~~the amount payable upon default and early termination is usually calculated by reference to the ~~creditworthiness~~current market value of the ~~counterparty~~contract. ~~Trading~~Swap dealers ofand ~~foreign~~major ~~exchange~~swap ~~spot~~participants ~~contracts~~require orthe ~~foreign~~Trading ~~exchange~~Companies ~~forwards and~~to ~~foreign~~deposit ~~exchange~~initial ~~swaps~~margin (and variation margin as collateral to support such ~~terms~~Trading ~~are~~Company’s ~~defined~~obligation inunder the ~~Dodd-Frank~~swap ~~Act),~~agreement ~~and~~but ofmay ~~uncleared~~not ~~swaps~~themselves isprovide ~~not~~collateral ~~regulated~~for the orbenefit isof ~~subject~~the Partnership (except to ~~limited~~the ~~regulation;~~extent ~~therefore~~required, ~~there~~beginning ~~are~~September 1, ~~limited~~2016, orunder nothe ~~specific~~rules ~~standards~~finalized orby ~~regulatory~~the ~~supervision~~CFTC ofand ~~trade pricing~~the ~~and~~prudential ~~other~~regulators ~~trading~~as ~~activities~~described ~~that~~below). ~~occur~~If inthe ~~those~~counterparty ~~markets.~~to ~~The~~such a swap defaults, the Trading Company ~~Companies~~would ~~trade~~be ~~such~~a ~~contracts~~general ~~with~~unsecured ~~MS&Co.~~creditor ~~and~~for ~~are~~any attermination ~~risk~~amounts ~~with~~owed ~~respect~~by the counterparty to the ~~creditworthiness~~Trading ~~and~~Company ~~trading~~as ~~practices~~well as for any collateral deposits in excess of ~~MS&Co.~~the asamounts owed by the ~~counterparty~~Trading Company to the counterparty, which would ~~contracts~~likely result in losses to the Partnership.

~~Forward~~There ~~Foreign~~are ~~Currency~~no ~~and~~limitations 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,~~daily ~~historically~~price ~~were~~movements ~~not regulated by the CFTC when traded between certain “eligible contract participants,” as defined~~ in ~~the Commodity Exchange Act~~swaps. ~~On July 21, 2010, the~~Speculative ~~President~~position ~~signed~~limits ~~into law major financial services reform legislation in the form of the Dodd-Frank Act. The Dodd-Frank Act includes foreign currency forwards and foreign currency swaps (as such terms~~ are ~~defined~~not incurrently ~~the~~applicable ~~Dodd-Frank Act) in the definition of “swap.” The CFTC has been granted authority~~ to ~~regulate all~~ swaps, but ~~grants~~in the ~~U.S.~~future ~~Treasury~~may ~~Department~~be ~~the~~applicable ~~discretion~~for ~~to exempt foreign currency forwards and foreign currency~~ swaps ~~from~~on ~~all~~certain ~~aspects~~commodities. ofIn ~~the Dodd-Frank Act other than reporting~~addition, ~~recordkeeping and business conduct rules for swap dealers and major swap~~ participants~~. In~~ ~~November 2012,~~in ~~Treasury determined that those transactions can be carved out of~~ the swap ~~category,~~markets ~~and they~~ are ~~subject~~not ~~only~~required to ~~the~~ ~~noted~~make ~~categories~~continuous ofmarkets in the ~~Dodd-Frank~~swaps ~~Act~~they ~~requirements. Therefore~~trade, ~~the~~and determining ~~Partnership~~a ~~will~~market ~~not~~value ~~receive~~for ~~the~~calculation ~~full benefit~~ of ~~CFTC~~termination ~~regulation~~amounts ~~for~~can ~~certain~~lead ofto ~~their~~uncertain ~~foreign currency trading activities~~results.

Trading of swaps has been and will continue to be subject to substantial change under the Dodd-Frank Act and related regulatory action. Under the Dodd-Frank Act, many commodity swaps may be required to be cleared through central clearing parties and executed on exchanges or other organized trading platforms. Security-based swaps will be subject to similar requirements. The ~~percentage~~CFTC ofand ~~each~~the ~~Trading~~prudential ~~Company’s~~regulators ~~positions~~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 ~~expected~~traded and/or settled or increase the costs of such trades. Uncleared swaps will generally be subject to ~~constitute~~initial ~~foreign~~and ~~currency~~variation ~~forwards~~margin requirements which may require the Partnership to post collateral to swap dealers and ~~foreign~~collect ~~currency~~collateral from swap dealers. Additional regulatory requirements will apply to all swaps, whether subject to mandatory clearing or not. These include ~~can~~collateral ~~vary~~and ~~substantially~~capital ~~from~~requirements, ~~month~~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 ~~month~~be traded bi-laterally. Such bilateral transactions will remain subject to many of the risks discussed in the preceding paragraphs.

12Non-U.S. depositories are not subject to U.S. regulation. The Partnership’s assets held in these depositories are subject to the risk that events could occur which would hinder or prevent the availability of these funds for distribution to customers including the Partnership. Such events may include actions by the government of the jurisdiction in which the depository is located including expropriation, taxation, moratoria and political or diplomatic events.

~~Table~~10 ~~of Contents~~

~~Trading~~Implementation 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~~Legislation ~~contracts~~is ~~(certain interest~~Not ~~rate and credit default swaps) to be cleared and executed on an exchange or other organized trading platform~~Complete. InRules ~~accordance~~implementing ~~with~~ the Dodd-Frank Act, ~~the~~and ~~CFTC~~similar ~~will~~legislation in ~~the future determine which~~ other ~~classes~~countries ofare ~~swap~~not ~~contracts~~yet ~~will be required to be cleared and executed on an exchange or other organized trading platform~~complete. ~~Until~~The ~~such~~impact ~~time as these transactions are cleared, the Partnership will be subject to a greater risk~~ of ~~counterparty~~future ~~default~~rules on ~~its~~transactions ~~swaps. Because swaps do not generally involve the delivery~~ of ~~underlying assets or principal,~~ the ~~amount~~type ~~payable~~undertaken ~~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~~ Trading Companies tois ~~deposit initial margin and variation margin as collateral to support such Trading Company’s obligation under the swap agreement but may~~ not ~~themselves provide collateral for the benefit of the Partnership~~certain. If the counterparty to such a swap defaults, the Trading Company would be a general unsecured creditor for any termination amounts owed by the counterparty to the Trading Company as well as for any collateral deposits in excess of the amounts owed by the Trading Company to the counterparty, which would likely result in losses to the Partnership.

~~There~~Changes ~~are no limitations on daily price movements~~ in ~~swaps. Speculative~~Regulation ~~position~~of ~~limits~~Swaps ~~are~~Could ~~not~~Lead ~~currently applicable~~ to ~~swaps,~~Increased ~~but~~Costs. inAs the ~~future~~Dodd-Frank ~~may~~Act beand ~~applicable~~related ~~for~~rules, ~~swaps~~as onwell ~~certain~~as analogous ~~commodities. In~~legislation ~~addition,~~and ~~participants~~regulations in ~~the~~ ~~swap~~other ~~markets~~countries, are ~~not~~implemented ~~required~~and tomarket ~~make~~infrastructure ~~continuous~~adapts ~~markets~~to inthe changes, the ~~swaps~~cost ~~they~~of ~~trade,~~engaging ~~and~~in ~~determining~~trading aof ~~market~~swaps ~~value~~and ~~for~~other ~~calculation~~products ofcould ~~termination~~increase, ~~amounts~~reducing ~~can~~the ~~lead~~profits tofrom ~~uncertain~~those ~~results~~trades.

~~Trading~~Central ofClearing ~~swaps~~Parties ~~has~~Could ~~been~~Fail. ~~and~~Central ~~will~~clearing ~~continue~~parties toare behighly ~~subject~~capitalized. toCleared ~~substantial~~transactions ~~change~~are supported ~~under~~by ~~the~~initial ~~Dodd-Frank Act~~ and ~~related~~variation ~~regulatory action~~margin. ~~Under the~~As ~~Dodd-Frank~~a ~~Act~~result, ~~many~~failure ~~commodity~~of ~~swaps~~a ~~may be required to be cleared through~~ central clearing ~~parties~~party ~~and~~is ~~executed~~highly ~~on exchanges or other organized trading platforms~~unlikely. ~~Security-based~~If ~~swaps~~a ~~will~~central beclearing ~~subject~~party were to ~~similar~~fail, ~~requirements.~~however, ~~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~~on ~~manner in which such swaps are traded and/or settled or increase~~ the costs of such trades. These rules require, among other things, daily two-way margin (posting and collecting) for all trades between 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~~system ~~users that have over $8 billion~~ in ~~gross~~general ~~notional exposure in uncleared swaps. The rules also require daily cash payments for all trades between CSEs~~ and ~~SD/MSPs~~on ~~and~~the ~~daily~~Partnership’s 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. These include collateral and capital requirements,positions ~~reporting~~in ~~obligations,~~particular ~~speculative~~is ~~position~~uncertain ~~limits for certain swaps,~~ and ~~other~~could ~~regulatory~~affect ~~requirements. Swaps which are not offered for clearing by~~ a ~~clearing~~large ~~house~~portion ~~will continue to be traded bi-laterally. Such bi-lateral transactions will remain subject to many~~ of the ~~risks discussed in the preceding paragraphs~~market.

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

~~Implementation~~The ofTrading ~~Legislation~~Companies isare ~~Not~~Subject ~~Complete~~to Speculative Position Limits. ~~Rules~~ ~~implementing~~U.S. futures exchanges have established speculative position limits (referred to as “position limits”) on the ~~Dodd-Frank~~maximum ~~Act~~net long or net short position, which any person or group of persons may hold or control in particular futures and ~~similar~~options ~~legislation~~on futures. Most exchanges also limit the amount of fluctuation in ~~other~~commodity futures contract prices on a single trading day. Therefore, a Trading Advisor may have to modify its trading instructions or reduce the size of its position in one or more futures or options contracts in order to avoid ~~countries~~exceeding ~~are~~such ~~not~~position ~~yet~~limits, ~~complete~~which could adversely affect the profitability of a Trading Company. The ~~impact~~futures exchange may amend or adjust these position limits or the interpretation of ~~future~~how such limits are applied, adversely affecting the profitability of a Trading Company. In addition, in October 2011, the CFTC adopted rules governing position limits on ~~transactions~~futures (and options on futures) on a number of agricultural, energy and metals commodities, as well as on swaps that perform a significant price discovery function with respect to those futures and options. In September 2012, the ~~type~~CFTC’s ~~undertaken~~rules were vacated by the U.S. 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 Trading Companies’ istrading ~~not~~for ~~certain~~the Partnership.

~~Changes~~The inTrading ~~Regulation~~Companies have Credit Risk to the Commodity Brokers. Each Trading Company has credit risk because the commodity broker acts as the futures commission merchants for futures transactions or the counterparties of ~~Swaps~~OTC ~~Could~~transactions, ~~Lead~~with respect to ~~Increased~~most ~~Costs~~of each Trading Company’s assets. As such, in the ~~Dodd-Frank~~event ~~Act~~that ~~and~~the ~~related~~Commodity ~~rules~~Broker is unable to perform, asthe ~~well~~Trading ~~as analogous~~Companies’ ~~legislation~~assets ~~and~~are ~~regulations~~at risk and, in ~~other~~such ~~countries~~event, ~~are~~the ~~implemented~~Partnership may only recover a portion of its investment or nothing at all. Exchange-traded futures and futures-styled option contracts are marked to market ~~infrastructure~~on ~~adapts~~a daily basis, with variations in value credited or charged to each Trading Company’s account on a daily basis. The commodity broker, as the ~~changes~~futures commission merchant for each Trading Company’s exchange-traded contracts, is required, pursuant to CFTC regulations, to segregate from its own assets, and for the ~~cost~~sole benefit of ~~engaging~~its incommodity ~~trading~~customers, ofall ~~swaps~~funds ~~and~~held ~~other~~by ~~products~~them ~~could~~with ~~increase~~respect to exchange-traded futures and futures-styled options contracts, ~~reducing~~including an amount equal to the ~~profits~~net ~~from~~unrealized ~~those~~gain ~~trades~~on all open futures and futures-styled options contracts. Similar requirements apply with respect to funds held in connection with cleared swap contracts.

~~Central~~In ~~Clearing~~the ~~Parties~~event ~~Could~~of ~~Fail. Central~~a ~~clearing~~shortfall ~~parties~~in ~~are~~segregated ~~highly~~customer ~~capitalized.~~funds ~~Cleared~~held ~~transactions~~by ~~are~~the futures commission merchant, ~~supported~~the byTrading ~~initial~~Company’s ~~and~~assets ~~variation~~on ~~margin.~~account Aswith athe ~~result,~~futures ~~failure~~commission merchant may be at risk in the event of the futures commission merchant’s bankruptcy or insolvency, and in such event, the Trading Company may only recover a ~~central~~portion ~~clearing~~of the ~~party~~available customer funds. If no property is ~~highly~~available ~~unlikely~~for distribution, the Trading Company would not recover any of its assets. IfWith arespect ~~central~~to ~~clearing~~each ~~party~~Trading ~~were~~Company’s OTC foreign exchange contracts and uncleared swaps with MS&Co. prior to ~~fail,~~the ~~however,~~implementation of the ~~impact~~Dodd-Frank onAct’s provisions, there was no requirement to segregate funds held with respect to such contracts. The CFTC and the ~~financial~~prudential ~~system~~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 ~~general~~which such swaps are traded and/or onsettled or increase the ~~Partnership’s~~costs ~~positions~~of such trades. Uncleared swaps will generally be subject to ininitial ~~particular~~and isvariation ~~uncertain~~margin requirements which may require a Trading Company to post collateral to swap dealers and ~~could~~collect ~~affect~~collateral from swap dealers. Any initial margin that may be required to be posted by a ~~large~~swap ~~portion~~dealer ofor a Trading Company must be segregated and held by an independent third party custodian and cannot be rehypothecated. Variation margin is not required to be segregated and may be rehypothecated. There may also be costs and delays involved in negotiating the ~~market~~custodial arrangement and related contractual terms.

~~Deregistration~~11 of the Commodity Pool Operator or Commodity Trading Advisors Could Disrupt Operations. The General Partner is a registered commodity pool operator and each Trading Advisor is registered with the CFTC as a commodity trading advisor. If the CFTC were to terminate, suspend, revoke or not renew the registration of the General Partner, the General Partner would withdraw as general partner of the Partnership. The limited partners would then determine whether to select a replacement general partner or to dissolve the Partnership. If the CFTC were to terminate, suspend, revoke or not renew the registration of any Trading Advisor, the General Partner would terminate the Trading Advisor’s advisory agreement(s) with the Partnership. The General Partner could reallocate the Partnership’s assets managed by the relevant Trading Advisor to new Trading Advisor(s), or terminate the Partnership. No action is currently pending or threatened against the General Partner or the Trading Advisors.

13Risks Relating to the Trading Advisors

~~Table~~You should not rely on the past performance of ~~Contents~~the Trading Advisors in deciding to purchase Units. Since the future performance of a Trading Advisor is unpredictable, each Trading Advisor’s past performance is not necessarily indicative of future results.

~~The~~Reliance ~~Trading~~on ~~Companies~~the ~~are~~Trading ~~Subject~~Advisors to ~~Speculative~~Trade ~~Position Limits~~Successfully. ~~U.S. futures~~ ~~exchanges~~Each ~~have~~Trading ~~established speculative~~Advisor ~~position~~is ~~limits~~responsible ~~(referred~~for tomaking asall ~~“position limits”) on the maximum net long or net short position, which any person or group of persons may hold or control in~~Futures ~~particular~~Interests ~~futures~~trading ~~and~~decisions ~~options~~ on ~~futures.~~behalf ~~Most~~of ~~exchanges also limit~~ the ~~amount~~applicable ofTrading ~~fluctuation~~Company. inThe ~~commodity~~General ~~futures~~Partner ~~contract~~has ~~prices~~no oncontrol aover ~~single~~the ~~trading~~specific ~~day.~~trades ~~Therefore,~~that athe Trading ~~Advisor~~Advisors may ~~have~~make, toleverage ~~modify~~used, ~~its~~risks ~~trading~~and/or ~~instructions~~concentrations assumed, or ~~reduce~~whether the ~~size~~Trading ofAdvisors ~~its~~will ~~position~~act in ~~one~~accordance orwith ~~more~~the ~~futures~~disclosure documents or ~~options~~descriptive ~~contracts~~materials infurnished ~~order~~by them to ~~avoid exceeding such position limits, which could adversely affect~~ the ~~profitability~~General ~~of a Trading Company~~Partner. The ~~futures~~General ~~exchange~~Partner ~~may~~can ~~amend~~provide orno ~~adjust~~assurance ~~these~~that ~~position limits or~~ the ~~interpretation~~trading ofprograms ~~how~~employed ~~such~~by ~~limits are applied, adversely affecting~~ the ~~profitability~~Trading ofAdvisors awill ~~Trading Company~~be successful. InThe ~~addition~~Trading Advisors, in ~~October 2011~~turn, ~~the~~are ~~CFTC~~dependent ~~adopted~~upon ~~rules~~the ~~governing~~services ~~position~~of ~~limits on futures (and options on futures) on~~ a limited number of ~~agricultural,~~ ~~energy~~persons ~~and metals commodities, as well as on swaps that perform a significant price discovery function with respect~~ to ~~those~~develop ~~futures~~ and ~~options.~~refine Intheir ~~September 2012,~~trading ~~the~~approaches ~~CFTC’s~~and ~~rules~~strategies ~~were vacated by the United States District Court for the District of Columbia~~ and ~~remanded~~execute to the ~~CFTC~~trading ~~for further consideration~~transactions. The ~~CFTC~~loss ~~proposed~~of ~~revised~~the ~~position~~services ~~limits~~of ~~rules~~any ~~late~~of ~~in 2013. The comment period for~~ the Trading ~~rules~~Advisors’ ~~closed~~principals inor ~~February 2014~~key employees, ~~and~~or the ~~CFTC~~failure ~~subsequently~~of ~~reopened comment~~those ~~periods~~principals ~~for~~or ~~comments~~key ~~about~~employees ~~certain issues related~~ to ~~futures~~function ~~and~~effectively ~~options~~as ~~contracts~~a onteam, ~~agricultural~~may ~~commodities only. Those comment periods~~ have ~~also~~an ~~closed,~~adverse ~~and~~effect ~~the~~on ~~date for~~ the ~~CFTC~~Trading Advisors’s ~~final~~ability ~~rules~~to ismanage ~~unknown.~~their Ittrading isactivities successfully, ~~possible~~or ~~that~~may ~~these rules~~cause ~~may~~a ~~take~~Trading ~~effect~~Advisor into ~~some~~cease ~~form~~operations entirely. ~~If so~~This, ~~these~~in ~~rules~~turn, could ~~have~~negatively anaffect ~~adverse effect on~~ the ~~Trading Companies~~Partnership’s ~~trading for the Partnership~~performance.

~~The~~Market ~~Trading~~Factors ~~Companies~~may ~~have~~Adversely ~~Credit~~Influence ~~Risk to~~ the ~~Commodity~~Trading ~~Brokers~~Programs. ~~Each~~Often, ~~Trading Company has credit risk because~~ the ~~Commodity~~most ~~Broker~~unprofitable ~~acts as~~market ~~the~~conditions ~~futures commission merchants~~ for ~~futures transactions or~~ the ~~counterparties of OTC transactions, with respect to most of each~~ Trading ~~Company’s~~Companies ~~assets.~~are Asthose ~~such,~~ in ~~the~~which ~~event~~prices “whipsaw,” that ~~the Commodity Broker~~ is ~~unable to perform~~, ~~the~~such ~~Trading Companies’~~price ~~assets~~moves ~~are~~quickly atupward ~~risk~~(or ~~and~~downward), inthen ~~such event~~reverses, ~~the~~then ~~Partnership~~moves ~~may~~upward ~~only recover a portion of its investment~~ (or ~~nothing~~downward) ~~at all. Exchange-traded futures and futures-styled option contracts are marked to market on a daily basis~~again, ~~with variations~~then inreverses ~~value credited or charged to each Trading Company’s account on a daily basis~~again. ~~The~~In ~~Commodity~~such ~~Broker~~conditions, as the ~~futures commission merchant for each~~ Trading ~~Company’s~~Advisors ~~exchange-traded contracts, is required, pursuant to CFTC~~may ~~regulations,~~establish topositions ~~segregate~~based ~~from~~on ~~its~~incorrectly ~~own~~identifying ~~assets,~~both ~~and for~~ the ~~sole~~brief ~~benefit~~upward ofor ~~its~~downward ~~commodity~~price ~~customers,~~movements ~~all~~as ~~funds held by them with respect to exchange-traded futures and futures-styled options contracts~~trends, ~~including~~whereas anin ~~amount~~fact ~~equal~~no totrends ~~the~~sufficient ~~net unrealized gain on all open futures and futures-styled options contracts. Similar requirements apply with respect~~ to ~~funds~~generate ~~held~~profits ~~in connection with cleared swap contracts~~develop.

InPossible ~~the~~Consequences ~~event~~ of aUsing ~~shortfall~~Multiple inTrading ~~segregated~~Advisors. ~~customer~~Each ~~funds held by the futures commission merchant, the~~ Trading ~~Company’s~~Advisor ~~assets~~makes ontrading ~~account with~~decisions ~~the~~independent ~~futures commission merchant may be at risk in the event~~ of the ~~futures~~other ~~commission merchant’s bankruptcy or insolvency, and in such event, the~~ Trading ~~Company~~Advisors ~~may~~for ~~only recover a portion of~~ the ~~available customer funds~~Partnership. IfThus, noit ~~property~~ is ~~available~~ ~~for~~possible ~~distribution,~~that the ~~Trading~~Partnership ~~Company~~could ~~would~~hold ~~not~~opposite ~~recover~~positions ~~any~~in ~~of its assets. With respect to each Trading Company’s OTC foreign exchange contracts and uncleared swaps with MS&Co. prior to~~ the ~~implementation~~same ofor ~~the~~similar ~~Dodd-Frank Act’s~~Futures ~~provisions~~Interests, ~~there~~thereby ~~was~~offsetting noany ~~requirement~~potential tofor ~~segregate~~profit ~~funds~~from ~~held~~these ~~with~~positions. ~~respect~~Each to such ~~contracts. The CFTC and the prudential regulators that oversee swap dealers finalized rules regarding margin for uncleared swaps which will impose certain~~position ~~requirements~~would ~~beginning~~cost ~~September 1, 2016 that may adversely impact~~ the ~~manner~~Partnership intransactional ~~which~~expenses (such ~~swaps~~as ~~are~~brokerage ~~traded~~commissions and~~/or~~ ~~settled~~National orFutures ~~increase~~Association ~~the costs of such trades. These rules require, among other things, daily two-way margin~~ (~~posting~~“NFA”) ~~and collecting~~fees) ~~for~~ ~~all~~but ~~trades~~could ~~between~~not ~~CSEs~~generate ~~and~~any ~~SDs~~recognized ~~and~~gain ~~MSPs,~~or ~~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~~loss. ~~The~~Moreover, ~~rules~~the ~~also~~General ~~require~~Partner ~~daily~~may ~~cash~~reallocate ~~payments~~the Partnership’s ~~for~~assets ~~all trades~~among ~~between~~the ~~CSEs~~current ~~and~~Trading ~~SD/MSPs~~Companies, ~~and~~terminate ~~daily~~one ~~posting~~or ~~for~~more, ~~all~~or ~~trades~~select ~~between~~additional ~~SD/MSPs~~Trading ~~and~~Companies ~~financial~~at ~~end~~any ~~users~~time. ~~There~~Any ~~may~~such ~~also~~reallocation becould ~~costs~~adversely ~~and~~affect ~~delays~~the ~~involved~~performance inof ~~negotiating~~ the ~~custodial~~Partnership ~~arrangement~~or ~~and~~any ~~related~~one ~~contractual~~Trading ~~terms~~Advisor.

14Increasing the Assets Managed by a Trading Advisor may Adversely Affect Performance. The rates of return 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 execute larger position sizes at desired prices and because of the need to adjust the Trading Advisor’s trading program to avoid exceeding speculative position limits. These are limits established by the CFTC and the exchanges on the number of speculative futures and options contracts in a commodity that one trader may own or control. The Trading Advisors have not agreed to limit the amount of additional assets that they will manage.

~~Table~~A Trading Advisor may Terminate its Advisory Agreement. Generally, the advisory agreements with the current Trading Advisors have initial one-year terms, which renew for additional one-year terms annually, unless terminated by the Trading Manager or the Trading Advisor. One of ~~Contents~~the advisory agreements had a shorter initial term and has a three-month renewal term. In the event that an advisory agreement is not renewed, the Trading Manager may not be able to enter into arrangements with that Trading Advisor or another trading advisor on terms substantially similar to the advisory agreements described in the Memorandum.

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

~~You~~Partnership ~~should~~Performance ~~not~~May ~~rely~~Be onHindered ~~the~~by ~~past~~Increased ~~performance~~Competition offor Positions. ~~the~~Assets ~~Trading~~in ~~Advisors~~managed futures have grown from an estimated $300 million in ~~deciding~~1980 to ~~purchase~~approximately ~~Units~~$339.7 ~~Since~~billion ~~the~~as ~~future~~of ~~performance~~December 31, of2016 a(source: BarclayHedge, Ltd., Fairfield, IA). This has resulted in increased trading competition. ~~Trading~~Since ~~Advisor~~futures are traded in an auction-like market, the more competition there is ~~unpredictable~~for some contracts, ~~each~~the ~~Trading~~more ~~Advisor~~difficult it is for the Partnership’s ~~past~~Trading ~~performance~~Advisors isto ~~not~~obtain ~~necessarily~~the ~~indicative~~best ofprices ~~future~~for ~~results~~the Partnership.

~~Reliance~~You onwill ~~the~~not ~~Trading~~be ~~Advisors~~Aware ~~to Trade Successfully. Each Trading Advisor is responsible for making all futures, forwards and options trading decisions on behalf~~ of ~~the~~Changes ~~applicable~~to Trading ~~Company~~Programs. ~~The~~Because ~~General~~of ~~Partner has no control over~~ the ~~specific~~proprietary ~~trades~~nature ~~that~~of ~~the~~each Trading ~~Advisors may make, leverage used, risks and/or concentrations assumed, or whether the Trading~~Advisor’s ~~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 programs, ~~employed~~you bygenerally ~~the Trading Advisors~~ will not be ~~successful.~~ ~~The~~advised ~~Trading~~if ~~Advisors,~~adjustments ~~in turn,~~ are ~~dependent~~made ~~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~~Advisor’s ~~ability to manage their~~ trading ~~activities successfully,~~program orin ~~may~~order ~~cause a Trading Advisor~~ to ~~cease~~accommodate ~~operations~~additional ~~entirely.~~assets ~~This,~~under inmanagement ~~turn,~~or ~~could~~for ~~negatively~~any ~~affect~~other ~~the Partnership’s performance~~reason.

~~Market~~12 Factors may Adversely Influence the Trading Programs. Often, the most unprofitable market conditions for the Trading Companies 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.

~~Possible~~You ~~Consequences~~Will ofNot ~~Using~~Have ~~Multiple~~Access ~~Trading~~to ~~Advisors. Each~~the ~~Trading~~Partnership’s ~~Advisor~~Positions ~~makes~~and ~~trading~~Must ~~decisions~~Rely ~~independent of the~~on ~~other Trading Advisors for~~ the ~~Partnership.~~General ~~Thus,~~Partner itto isMonitor ~~possible that~~ the ~~Partnership~~Trading ~~could~~Advisors. ~~hold~~As ~~opposite~~a ~~positions~~limited ~~in the same or similar futures~~partner, ~~forwards~~you ~~and~~will ~~options,~~not ~~thereby~~have ~~offsetting~~access ~~any~~to ~~potential~~the ~~for~~Trading ~~profit~~Companies’ ~~from~~trade ~~these~~ positions. ~~Each~~Consequently, ~~such position~~you ~~would~~will ~~cost the Partnership transactional expenses (such as brokerage commissions and National Futures Association fees) but could~~ not ~~generate~~know ~~any~~whether ~~recognized gain or loss. Moreover,~~ the ~~General~~Trading ~~Partner~~Advisors ~~may~~are ~~reallocate~~adhering ~~the~~to the Partnership’s ~~assets~~ ~~among~~trading ~~the~~policies ~~current~~and ~~Trading~~must ~~Companies,~~rely ~~terminate~~on ~~one~~the orability ~~more,~~of ~~or select additional Trading Companies at any time. Any such reallocation could adversely affect~~ the ~~performance~~General ofPartner ~~the~~to ~~Partnership~~monitor ortrading ~~any~~and ~~one~~protect ~~Trading~~your ~~Advisor~~investment.

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

You May Have Tax Liability Attributable To Your Interest in the Partnership Even If You Have Received No Distributions and Redeemed No Units and Even If the Partnership Generated a Loss. If the Partnership has a profit for a taxable year, the profit will be includible in your taxable income, whether or not becash ~~Aware~~or ofother ~~Changes~~property is actually distributed to ~~Trading~~you ~~Programs~~by the Partnership. ~~Because~~ ofThe General Partner presently does not intend to make any distributions from the ~~proprietary~~Partnership. ~~nature~~Accordingly, ofit ~~each~~is ~~Trading~~anticipated ~~Advisor~~that U.S. federal income taxes on your allocable share of the Partnership’s profits ~~trading~~will ~~programs,~~exceed ~~you~~the ~~generally~~amount ~~will~~of ~~not~~distributions beto ~~advised~~you, if ~~adjustments~~any, ~~are~~for ~~made~~a taxable year, so that you must be prepared to afund ~~Trading~~any ~~Advisor~~tax liability from redemptions of Units or other sources. In addition, the Partnership may have capital losses from trading activities that cannot be deducted against the Partnership’s ~~trading~~ordinary ~~program~~income in(e.g. ~~order~~interest income, periodic net swap payments) so that you may have to ~~accommodate additional~~pay ~~assets~~taxes ~~under~~on ~~management~~ordinary orincome ~~for~~even ~~any~~if ~~other~~the ~~reason~~Partnership generates a net loss.

AThe ~~Trading~~Partnership’s ~~Advisor~~Tax ~~may~~Returns ~~Terminate~~Could ~~its~~be ~~Advisory Agreement~~Audited. ~~Generally,~~ The Internal Revenue Service (the ~~advisory~~“IRS”) ~~agreements~~could ~~with~~audit the Partnership’s ~~current~~U.S. ~~Trading~~federal ~~Advisors~~income ~~have~~tax ~~initial~~returns. ~~one-year~~If ~~terms~~an audit results in an adjustment to the Partnership’s tax return, ~~which~~limited ~~renews~~partners ~~for~~in the Partnership could be required to file amended returns and pay additional ~~one-year~~tax. ~~terms~~Pursuant ~~annually~~to legislation effective for tax years beginning on or after January 1, ~~unless~~2018, ~~terminated~~audits byof the ~~Trading~~Partnership ~~Manager~~generally orwill be conducted at the ~~Trading~~Partnership ~~Advisor.~~level ~~One~~and ofany adjustment that results in additional tax (including interest and penalties thereon) will be assessed and collected at the ~~advisory~~Partnership ~~agreements~~level ~~had~~in athe ~~shorter~~current ~~initial~~taxable ~~term~~year, ~~and~~with ~~has~~the acurrent ~~three-month~~partners ~~renewal~~indirectly ~~term.~~bearing Insuch cost, unless the ~~event~~Partnership ~~that~~makes an ~~advisory~~election ~~agreement~~to isissue ~~not~~adjusted ~~renewed~~K-1s to those partners that were partners in the taxable year subject to audit. Therefore, unless the ~~Trading~~Partnership ~~Manager~~elects ~~may~~otherwise, ~~not~~the Partnership may be ~~able~~directly toresponsible ~~enter~~in ~~into~~the ~~arrangements~~current ~~with~~taxable year for the income tax liability resulting from an audit adjustment that ~~Trading~~relates to ~~Advisor~~a prior taxable year in which a current limited partner did not own an interest in the Partnership or ~~another~~in which the limited partner’s ownership percentage has since changed. The full implications of these new rules are not yet known and ~~trading~~limited ~~advisor~~partners onshould ~~terms~~consult ~~substantially~~their ~~similar~~tax toadvisers regarding the ~~advisory~~potential ~~agreements~~implications ~~described~~of inthis ~~the~~new ~~Memorandum~~audit regime.

15You 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~~The IRS Could Take the Position that Deductions for Certain Partnership Expenses Are Subject To Various Limitations. Non-corporate taxpayers are subject to certain limitations for deductions for “investment advisory expenses” for U.S. federal income tax and alternative minimum tax purposes. The IRS could argue that certain Partnership expenses are investment advisory expenses. Prospective investors should discuss with their tax advisors the tax consequences of ~~Contents~~an investment in the Partnership.

~~Disadvantages~~Tax ofLaws ~~Replacing~~Are orSubject ~~Switching~~To ~~Trading~~Change ~~Advisors. A~~at ~~Trading~~Any ~~Advisor~~Time. ~~generally is~~Tax ~~required~~laws, toand ~~recoup~~court ~~previous~~and ~~trading~~IRS ~~losses~~interpretations ~~before it can earn performance-based compensation. However~~thereof, ~~the~~are ~~Trading~~subject ~~Manager may elect~~ to ~~replace a Trading Advisor that has a “loss carry-forward.” In that case, the Partnership would lose~~change ~~the~~at ~~“free ride” of~~ any ~~potential recoupment of the prior losses. In addition~~time, ~~the~~possibly ~~new~~with ~~Trading~~retroactive ~~Advisor would earn performance-based compensation on the first dollars of investment profits~~effect. ~~The~~Prospective ~~effect~~investors ofare ~~the~~urged ~~replacement~~to ~~of,~~discuss orscheduled ~~the reallocation~~and ofpotential ~~assets~~tax ~~away~~law ~~from,~~changes ~~Trading~~with ~~Advisors~~their ~~therefore~~tax ~~could be significant~~advisors.

~~Partnership~~Non-U.S. ~~Performance~~Investors May BeFace ~~Hindered~~Exchange ~~by Increased~~Rate ~~Competition~~Risk ~~for~~and ~~Positions. Assets~~Local inTax ~~managed~~Consequences. ~~futures~~Non-U.S. ~~have~~investors ~~grown~~should ~~from~~note anthat ~~estimated~~Units are ~~$300~~denominated ~~million~~ in ~~1980~~U.S. todollars ~~over~~and ~~$327.3~~that ~~billion~~changes asin rates of ~~December~~exchange ~~31,~~between ~~2015~~currencies ~~(source:~~may ~~Barclay~~cause ~~Hedge,~~the ~~Ltd.,~~value ~~Fairfield,~~of ~~IA).~~their ~~This~~investment ~~has~~to ~~resulted~~decrease ~~in increased~~or ~~trading~~to ~~competition~~increase. ~~Since~~ ~~futures are traded in an auction~~Non-~~like~~U.S. ~~market,~~investors ~~the~~should ~~more~~consult ~~competition~~their ~~there~~own istax ~~for~~advisors ~~some~~concerning ~~contracts,~~ the ~~more~~applicable ~~difficult~~U.S. itand foreign istax ~~for~~implications ~~the~~of ~~Partnership’s~~this ~~Trading Advisors to obtain the best prices for the Partnership~~investment.

~~You~~Item ~~Will Not Have Access to the Partnership’s Positions and Must Rely on the General Partner to Monitor the Trading Advisors~~1B. As aUnresolved ~~limited~~Staff ~~partner, you will not have access to the Trading Companies’ trade positions~~Comments. Consequently, you will not know whether the Trading Advisors are adhering to the Partnership’s trading policies and must rely on the ability of the General Partner to monitor trading and protect your investment.

~~Taxation~~Not ~~Risks~~applicable.

~~You~~Item ~~May Have Tax Liability Attributable To Your Interest in the Partnership Even If You Have Received No Distributions and Redeemed No Units and Even If the Partnership Generated a Loss~~2. If ~~the Partnership has a profit for a taxable year, the profit will be includible in your taxable income, whether or not cash or other property is actually distributed to you by the Partnership~~Properties. The General Partner presently does not intend to make any distributions from the Partnership. Accordingly, it is anticipated that U.S. federal income taxes on your allocable share of the Partnership’s profits will exceed the amount of distributions to you, if any, for a taxable year, so you must be prepared to fund any tax liability from redemptions of Units or other sources. In addition, the Partnership may have capital losses from trading activities that cannot be deducted against the Partnership’s ordinary income (e.g. interest income, periodic net swap payments) so that you may have to pay taxes on ordinary income even if the Partnership generates a net loss.

The Partnership’s ~~Tax~~executive ~~Returns~~and ~~Could~~administrative offices beare ~~Audited. The~~located ~~Internal~~within ~~Revenue Service (~~the ~~“IRS”)~~offices ~~could~~of ~~audit~~ the ~~Partnership’s~~ ~~U.S.~~General ~~federal income tax returns~~Partner. IfThe anGeneral ~~audit results in an adjustment to the Partnership~~Partner’s ~~tax~~offices ~~return,~~utilized ~~limited~~by ~~partners in~~ the Partnership ~~could~~are belocated 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~~522 ~~Partnership~~Fifth ~~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~~Avenue, ~~with~~New ~~the current partners indirectly bearing such cost~~York, ~~unless~~New ~~the~~York ~~Partnership makes an election to issue adjusted K-1s to those partners that were partners in the taxable year subject to audit~~10036. ~~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 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.

~~You~~13 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%.

~~The~~Item ~~IRS Could Take the Position that Deductions for Certain Partnership Expenses Are Subject To Various Limitations~~3. ~~Non-corporate~~ ~~taxpayers~~Legal ~~are subject to certain limitations for deductions for “investment advisory expenses” for U~~Proceedings.S. federal income tax and alternative minimum tax purposes. The IRS could argue that certain Partnership expenses are investment advisory expenses. Prospective investors should discuss with their tax advisors the tax consequences of an investment in the Partnership.

~~Tax~~This ~~Laws~~section ~~Are~~describes ~~Subject~~the Tomajor ~~Change~~pending legal atproceedings, ~~Any~~other ~~Time. Tax~~than ~~laws,~~ordinary ~~and~~routine ~~court~~litigation ~~and~~incidental ~~IRS~~to ~~interpretations~~the ~~thereof~~business, ~~are~~to ~~subject~~which toMS&Co. ~~change~~or atits ~~any time,~~subsidiaries ~~possibly~~is ~~with~~a ~~retroactive~~party ~~effect.~~or ~~Prospective~~to ~~investors~~which ~~are~~any ~~urged~~of totheir ~~discuss~~property ~~scheduled~~is ~~and~~subject. ~~potential~~There ~~tax~~are ~~law~~no ~~changes~~material ~~with~~legal ~~their~~proceedings ~~tax~~pending ~~advisors~~against the Partnership or the General Partner.

~~Non-U.S.~~On ~~Investors~~June 1, ~~May~~2011, ~~Face~~Morgan ~~Exchange~~Stanley & ~~Rate Risk and Local Tax Consequences~~Co. ~~Non-U.S.~~ ~~investors~~Incorporated ~~should~~converted ~~note~~from ~~that Units are~~a ~~denominated~~Delaware incorporation ~~U.S.~~to ~~dollars~~a ~~and~~Delaware ~~that~~limited ~~changes~~liability incompany. ~~rates~~As ofa ~~exchange~~result ~~between currencies may cause the value~~ of ~~their~~that ~~investment~~conversion, toMorgan ~~decrease~~Stanley & ~~or to increase~~Co. ~~Non-U.S.~~Incorporated ~~investors~~is ~~should~~now ~~consult~~named ~~their~~Morgan ~~own~~Stanley & ~~tax~~Co. ~~advisors~~LLC ~~concerning the applicable U~~(“MS&Co.S”). ~~and foreign tax implications of this investment.~~

16MS&Co. is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2016, 2015, 2014, 2013, and 2012. In addition, MS&Co. annually prepares an Audited Consolidated Statements of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the “Commitments, Guarantees and Contingencies—Contingencies—Legal” section in MS&Co.’s 2016 Audited Financial Statement.

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

~~Item~~MS&Co. 1Bis a Delaware limited liability company with its main business office located at 1585 Broadway, New York, New York 10036. ~~UNRESOLVED~~ ~~STAFF~~Among ~~COMMENTS~~other registrations and memberships, MS&Co. is registered as a futures commission merchant and is a member of the National Futures Association.

~~Not~~Regulatory ~~applicable.~~and Governmental Matters

~~Item~~MS&Co. 2has 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. ~~PROPERTIES~~ 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.

~~The~~On ~~Partnership’s~~February 25, ~~executive~~2015, ~~and~~MS&Co. ~~administrative~~reached ~~offices~~an ~~are~~agreement ~~located~~in ~~within~~principle with the ~~offices~~United States Department of ~~the~~Justice, ~~General~~Civil ~~Partner.~~Division ~~The~~and ~~General~~the ~~Partner~~United States Attorney’s ~~offices~~ ~~utilized~~Office byfor the ~~Partnership~~Northern ~~are~~District ~~located~~of atCalifornia, ~~522~~Civil ~~Fifth~~Division ~~Avenue~~(collectively, ~~New~~the ~~York,~~“Civil ~~New~~Division”) ~~York~~to ~~10036~~pay $2.6 billion to resolve certain claims that the Civil Division indicated it intended to bring against MS&Co. That settlement was finalized on February 10, 2016.

~~Item~~In October 2014, the Illinois Attorney General’s Office (“ILAG”) sent a letter to MS&Co. alleging that 3MS&Co. ~~LEGAL~~ ~~PROCEEDINGS~~knowingly made misrepresentations related to RMBS purchased by certain pension funds affiliated with the State of Illinois and demanding that MS&Co. pay ILAG approximately $88 million. MS&Co. and ILAG reached an agreement to resolve the matter on February 10, 2016.

~~This~~On ~~section~~January 13, ~~describes~~2015, the ~~major~~New ~~pending~~York ~~legal~~Attorney ~~proceedings~~General’s Office (“NYAG”), ~~other~~which ~~than~~is ~~ordinary~~also ~~routine litigation~~a ~~incidental~~member toof the ~~business~~RMBS Working Group, indicated that it intended to ~~which~~file a lawsuit related to approximately 30 subprime securitizations sponsored by MS&Co. orNYAG ~~its~~indicated ~~subsidiaries~~that isthe alawsuit ~~party~~would allege that MS&Co. misrepresented or omitted material information related to ~~which~~the ~~any~~due diligence, underwriting and valuation of ~~their~~the ~~property~~loans isin ~~subject. There~~the ~~are~~securitizations noand ~~material~~the ~~legal~~properties ~~proceedings~~securing ~~pending~~them ~~against~~and indicated that its lawsuit would be brought under the ~~Partnership~~Martin Act. orMS&Co. and NYAG reached an agreement to resolve the ~~General~~matter ~~Partner~~on February 10, 2016.

On June 15, ~~2011~~2012, MS&Co. ~~Morgan~~consented ~~Stanley~~to &and ~~Co.~~became ~~Incorporated~~the ~~converted~~subject ~~from~~of aan ~~Delaware~~Order ~~corporation~~Instituting Proceedings Pursuant to aSections ~~Delaware~~6(c) ~~limited~~and ~~liability~~6(d) ~~company.~~of Asthe Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by The Commodity Futures Trading aCommission ~~result~~(CFTC) to resolve allegations related to the failure of a salesperson to comply with exchange rules that ~~conversion,~~prohibit ~~Morgan~~off-exchange ~~Stanley~~futures &transactions ~~Co.~~unless ~~Incorporated~~there is ~~now~~an ~~named~~Exchange ~~Morgan~~for ~~Stanley~~Related &Position Co(“EFRP”). ~~LLC~~Specifically, (“the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act, as amended (the “CEA”) and CFTC Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile

~~MS&Co.~~14 is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the Securities and Exchange Commission (the “SEC”) as required by the Exchange Act, which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2015, 2014, 2013, 2012 and 2011.

In Exchange ~~addition~~(“CME”) toand ~~the~~Chicago ~~matters~~Board ~~described~~of inTrade ~~those~~(“CBOT”) ~~filings,~~as EFRPs in ~~the~~violation ~~normal~~of ~~course~~CME ofand ~~business,~~CBOT ~~each~~rules ofbecause ~~Morgan~~those ~~Stanley~~trades lacked the corresponding and ~~MS&Co.~~related ~~has~~cash, ~~been~~OTC ~~named~~swap, OTC ~~from~~option, ~~time~~or toother ~~time~~OTC derivative position. In addition, asthe aCFTC ~~defendant~~found inthat ~~various~~MS&Co. ~~legal~~violated ~~actions,~~CFTC ~~including~~Regulation ~~arbitrations,~~166.3 ~~class~~by ~~actions,~~failing ~~and~~to ~~other~~supervise ~~litigation,~~the ~~arising~~handling inof ~~connection~~the ~~with~~trades ~~its~~at ~~activities~~issue asand afailing ~~global~~to ~~diversified~~have ~~financial~~adequate ~~services~~policies ~~institution. Certain~~and ofprocedures ~~the~~designed ~~legal~~to detect ~~actions~~and ~~include~~deter ~~claims~~the ~~for~~violations ~~substantial~~of ~~compensatory~~the CEA and~~/or~~ ~~punitive~~CFTC ~~damages~~Regulations. Without admitting or ~~claims~~denying ~~for~~the ~~indeterminate~~underlying ~~amounts~~allegations and without adjudication of ~~damages. Each~~any issue of ~~Morgan~~law ~~Stanley~~or ~~and~~fact, MS&Co. isaccepted ~~also~~and ~~involved,~~consented ~~from time~~ to ~~time,~~entry inof ~~investigations~~findings and ~~proceedings~~the byimposition of a ~~governmental~~cease and~~/or~~ ~~regulatory~~desist ~~agencies~~order, ora ~~self-regulatory~~fine ~~organizations~~of $5,000,000, ~~certain~~and ofundertakings ~~which~~related ~~may~~to ~~result~~public instatements, ~~adverse~~cooperation ~~judgments,~~and ~~fines~~payment orof ~~penalties~~the fine. ~~The~~ ~~number~~MS&Co. ofentered ~~these~~into ~~investigations~~corresponding and ~~proceedings~~related ~~has~~settlements ~~increased~~with inthe ~~recent~~CME ~~years~~and ~~with~~CBOT ~~regard~~in towhich ~~many~~the CME found that ~~financial~~MS&Co. ~~services~~violated ~~institutions~~CME Rules 432.Q and 538 and fined MS&Co. $750,000 ~~including~~and ~~Morgan~~CBOT ~~Stanley~~found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

On July 23, 2014, the SEC approved a settlement by MS&Co. isand acertain ~~Delaware~~affiliates ~~limited~~to ~~liability~~resolve ~~company~~an ~~with~~investigation ~~its main~~related ~~business~~to ~~office~~certain ~~located~~subprime atRMBS ~~1585~~transactions ~~Broadway,~~sponsored ~~New~~and ~~York,~~underwritten ~~New~~by ~~York~~those ~~10036~~entities in 2007. ~~Among~~ ~~other~~Pursuant ~~registrations~~to ~~and~~the ~~memberships~~settlement, MS&Co. isand ~~registered~~certain asaffiliates awere ~~futures~~charged ~~commission~~with ~~merchant~~violating ~~and~~Sections is17(a)(2) and 17(a)(3) ~~member~~of the Securities Act of 1933, as amended (the ~~National~~“Securities ~~Futures~~Act”), ~~Association~~agreed to pay disgorgement and penalties in an amount of $275 million and neither admitted nor denied the SEC’s findings.

~~Regulatory~~On April 21, 2015, the Chicago Board Options Exchange, Incorporated (“CBOE”) and ~~Governmental~~the ~~Matters~~CBOE Futures Exchange, LLC (“CFE”) filed statements of charges against MS&Co. in connection with trading by one of MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of the November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7, Sections 9(a) and 10(b) of the Exchange Act, and Rule 10b-5 thereunder. CFE alleged that MS&Co. violated CFE Rules 608, 609 and 620. The matters were resolved on June 28, 2016 without any findings of fraud.

On June 18, 2015, MS&Co. ~~has~~entered ~~received~~into ~~subpoenas~~a ~~and~~settlement ~~requests~~with ~~for~~the ~~information~~SEC ~~from certain federal~~ and ~~state~~paid ~~regulatory and governmental entities, including~~a ~~among~~fine ~~others various members~~ of ~~the~~$500,000 ~~RMBS~~as ~~Working~~part ~~Group~~ of the ~~Financial~~MCDC ~~Fraud~~Initiative ~~Enforcement~~to ~~Task~~resolve ~~Force,~~allegations ~~such~~that asMS&Co. ~~the~~failed ~~United~~to ~~States~~form ~~Department~~a ofreasonable ~~Justice,~~basis ~~Civil~~through ~~Division~~adequate ~~and~~due ~~several~~diligence ~~state~~for ~~Attorney~~believing ~~General’s Offices, concerning~~ the ~~origination, financing,~~truthfulness ~~purchase, securitization and servicing~~ of ~~subprime~~the ~~and~~assertions ~~non-subprime~~by ~~residential~~issuers ~~mortgages~~ and/or ~~related~~obligors ~~matters~~regarding ~~such as residential mortgage backed securities (“RMBS”), collateralized debt obligations (“CDOs”),~~their ~~structured~~compliance ~~investment~~with ~~vehicles~~previous ~~(“SIVs”)~~continuing ~~and~~disclosure ~~credit~~undertakings ~~default~~pursuant ~~swaps~~to ~~backed~~Rule ~~by or referencing mortgage pass~~15c2-~~through~~12 ~~certificates. These matters, some of which are~~ in ~~advanced~~connection ~~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~~offerings ~~agencies,~~in ~~MS&Co.’s~~which ~~disclosures to investors, and~~ MS&Co.’s ~~handling~~acted ofas ~~servicing~~senior ~~and~~or ~~foreclosure related~~sole ~~issues~~underwriter.

17On 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.

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

~~In May~~On July ~~2014~~15, ~~the~~2010, ~~California~~China ~~Attorney~~Development ~~General’s~~Industrial ~~Office~~Bank (“~~CAAG~~CDIB”) filed a complaint against MS&Co., styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is ~~one~~pending ofin the ~~members~~Supreme Court of the ~~RMBS~~State ~~Working~~of ~~Group~~New York, ~~indicated~~New ~~that~~York itCounty ~~has~~(“Supreme ~~made~~Court ~~certain~~of ~~preliminary~~NY”). ~~conclusions~~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. ~~made~~misrepresented ~~knowing~~the risks ~~and~~of ~~material misrepresentations~~the ~~regarding~~STACK ~~RMBS~~2006-1 ~~and~~CDO ~~that~~to itCDIB, ~~knowingly~~and ~~caused~~that ~~material~~MS&Co. ~~misrepresentations~~knew tothat bethe ~~made~~assets ~~regarding~~backing the ~~Cheyne~~CDO ~~SIV,~~were ~~which~~of ~~issued~~poor ~~securities~~quality ~~marketed~~when toit entered into the ~~California~~credit ~~Public~~default ~~Employees~~swap ~~Retirement~~with ~~System~~CDIB. The ~~CAAG~~complaint ~~has~~seeks ~~further~~compensatory ~~indicated~~damages related to the approximately $228 million that CDIB alleges it ~~believes~~has ~~MS&Co.’s~~already ~~conduct~~lost ~~violated~~under ~~California~~the ~~law~~credit ~~and~~default ~~that~~swap, itrescission ~~may~~of ~~seek~~CDIB’s ~~treble~~obligation ~~damages~~to pay an additional $12 million, ~~penalties~~punitive ~~and~~damages, ~~injunctive~~equitable relief, fees and costs. On February 28, 2011, the court denied MS&Co.’s ~~does~~motion ~~not~~to ~~agree~~dismiss ~~with~~the ~~these~~complaint. ~~conclusions~~Based ~~and~~on ~~has~~currently ~~presented~~available ~~defenses~~information, toMS&Co. ~~them~~believes it could incur a loss of up to ~~the~~approximately ~~CAAG~~$240 million plus pre- and post-judgment interest, fees and costs.

InOn October ~~2014~~15, 2010, the ~~Illinois~~Federal ~~Attorney~~Home ~~General’s~~Loan ~~Office~~Bank ~~(“ILAG”)~~of ~~sent~~Chicago filed a ~~letter~~complaint against to MS&Co. ~~alleging~~and ~~that~~other defendants ~~MS&Co~~in the Circuit Court of the State of Illinois, styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011, ~~knowingly~~which alleges that defendants made ~~misrepresentations~~untrue ~~related~~statements and material omissions in the sale to ~~RMBS~~plaintiff ~~purchased~~of a number of mortgage pass-through certificates backed by ~~certain~~securitization ~~pension~~trusts ~~funds~~containing ~~affiliated~~residential ~~with~~mortgage ~~the~~loans ~~State~~and ofasserts claims under Illinois ~~and~~law. The total ~~demanding~~amount ~~that~~of certificates allegedly sold to plaintiff by MS&Co. ~~pay~~at ~~ILAG~~issue in the action was approximately $88203 million. ~~MS&Co~~The complaint seeks, among other things, to rescind the plaintiff’s purchase of such certificates. ~~and~~The ~~ILAG~~defendants ~~reached~~filed ana ~~agreement~~motion to ~~resolve~~dismiss the ~~matter~~ corrected amended complaint on ~~February~~May 1027, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. After that dismissal, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At December 25, 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,

On15 January 13, 2015, the New York Attorney General’s Office (“NYAG”), which is also a member of the RMBS Working Group, indicated that it intends to file a lawsuit related to approximately 30 subprime securitizations sponsored by MS&Co. NYAG indicated that the lawsuit would allege that MS&Co. misrepresented or omitted material information related to the due diligence, underwriting and valuation of the loans in the securitizations and the properties securing them and indicated that its lawsuit would be brought under the Martin Act. MS&Co. and NYAG reached an agreement to resolved the matter on February 10, 2016.

~~On June 5, 2012,~~ MS&Co. ~~consented~~believes toit ~~and~~could ~~became~~incur ~~the~~a ~~subject~~loss ofin anthis ~~Order Instituting~~action ~~Proceedings~~up ~~Pursuant~~ to ~~Sections~~the ~~6(c)~~difference ~~and~~between ~~6(d) of~~ the ~~Commodity~~$46 ~~Exchange~~million ~~Act,~~unpaid asbalance ~~amended,~~of ~~Making~~these ~~Findings~~certificates ~~and~~(plus ~~Imposing~~any ~~Remedial~~losses ~~Sanctions by The Commodity Futures Trading Commission (“CFTC”~~incurred) toand ~~resolve~~their ~~allegations~~fair ~~related~~market tovalue at the ~~failure~~time of a ~~salesperson~~judgment toagainst comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. ~~violated Section 4c(a) of the Commodity Exchange Act and CFTC Regulation 1.38 by executing~~, ~~processing~~plus ~~and reporting numerous off~~pre-~~exchange~~ ~~futures trades to the Chicago Mercantile Exchange (“CME”)~~ and ~~Chicago Board~~post-judgment ofinterest, ~~Trade~~fees ~~(“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~~costs. ~~In addition, the CFTC found that~~ MS&Co. ~~violated~~ ~~CFTC~~may ~~Regulation~~be ~~166.3~~entitled ~~by failing~~ to ~~supervise~~be ~~the~~indemnified ~~handling~~for some of ~~the~~these ~~trades~~losses ~~at issue~~ and ~~failing~~ to ~~have~~an ~~adequate~~offset ~~policies~~for ~~and~~interest ~~procedures~~received ~~designed~~by ~~to detect and deter~~ the ~~violations~~plaintiff ofprior the Commodity Exchange Act, as amended, and CFTC Regulations. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. accepted and consented to ~~entry of findings and the imposition of~~ a ~~cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine~~judgment. ~~MS&Co. entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co. violated CME Rules 432.Q and 538 and fined~~ ~~MS&Co. $750,000 and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.~~

On ~~July~~April 2320, ~~2014~~ 2011, the UFederal Home Loan Bank of Boston filed a complaint against MS&Co.S and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. ~~Securities~~Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and ~~Exchange~~alleges ~~Commission~~that ~~(“SEC”)~~defendants ~~approved~~made auntrue statements ~~settlement~~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 ~~certain~~common ~~affiliates~~law and seeks, among other things, to ~~resolve~~rescind anthe plaintiff’s ~~investigation~~purchase ~~related~~of such certificates. On May 26, 2011, defendants removed the case to ~~certain~~the ~~subprime~~United ~~RMBS~~States ~~transactions~~District ~~sponsored~~Court ~~and~~for ~~underwritten~~the byDistrict ~~those~~of ~~entities~~Massachusetts. The defendants’ motions to dismiss the amended complaint were granted in ~~2007~~part and denied in part on September 30, 2013. On November ~~Pursuant~~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 ~~settlement~~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, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $51 million, and ~~certain~~the ~~affiliates~~certificates ~~were~~had ~~charged~~not ~~with~~yet ~~violating~~incurred ~~Sections~~actual ~~17(~~losses. Based on currently available information, MS&Co. believes it could incur a) loss in this action up to the difference between the $51 million unpaid balance of these certificates (2plus any losses incurred) and ~~17(a)(3)~~their offair market value at the ~~Securities~~time ~~Act~~of a judgment against MS&Co., ~~agreed~~or toupon ~~pay~~sale, ~~disgorgement~~plus pre- and ~~penalties~~post-judgment ininterest, anfees ~~amount~~and costs. MS&Co. may be entitled to be indemnified for some of ~~$275~~these ~~million~~losses and ~~neither~~to ~~admitted~~an ~~nor denied~~offset for interest received by the ~~SEC’s~~plaintiff ~~findings.~~prior to a judgment.

On ~~April~~May 213, ~~2015~~2013, ~~the~~plaintiffs ~~Chicago~~in ~~Board~~Deutsche ~~Options~~Zentral-Genossenschaftsbank ~~Exchange~~AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., ~~Incorporated~~certain ~~(“CBOE”)~~affiliates, and other defendants in the ~~CBOE~~Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through ~~Futures~~certificates ~~Exchange,~~backed ~~LLC~~by ~~(“CFE”)~~securitization ~~filed~~trusts ~~statements~~containing residential mortgage loans. The total amount of ~~charges~~certificates ~~against~~allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff currently at issue in ~~connection~~this ~~with~~action ~~trading~~was byapproximately ~~one~~$644 million. The complaint alleges causes of action against MS&Co.’s ~~former~~for ~~traders~~common oflaw ~~EEM~~fraud, ~~options~~fraudulent ~~contracts~~concealment, ~~that~~aiding ~~allegedly~~and ~~disrupted~~abetting ~~the~~fraud, ~~final~~negligent ~~settlement~~misrepresentation, ~~price~~and ofrescission ~~the November 2012~~and ~~VXEM~~seeks, ~~futures~~among other things, compensatory and punitive damages. On June ~~CBOE~~10, ~~alleged~~2014, ~~that~~the court granted in part and denied in part MS&Co.’s ~~violated~~motion ~~CBOE~~to ~~Rules~~dismiss 4the complaint.1 MS&Co. perfected its appeal from that decision on June 12, 42015.2 At December 25, 2016, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $247 million, and 4the certificates had incurred actual losses of approximately $86 million.7 Based on currently available information, ~~Sections~~MS&Co. 9(believes it could incur a) ~~and~~loss ~~10(b)~~in ofthis action up to the ~~Securities~~difference ~~Exchange~~between ~~Act~~the $247 million unpaid balance of ~~1934,~~these certificates (plus any losses incurred) and ~~Rule~~their ~~10b-5~~fair ~~thereunder. CFE~~market ~~alleged~~value ~~that~~at the time of a judgment against MS&Co., ~~violated~~or ~~CFE~~upon ~~Rules~~sale, plus pre- and post-judgment ~~608~~interest, ~~609~~fees and ~~620~~costs. ~~Both~~ ~~matters~~MS&Co. ~~are~~may ~~ongoing~~be entitled to be indemnified for some of these losses.

On ~~June~~May 1817, ~~2015~~2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. ~~entered~~and ~~into~~certain aaffiliates ~~settlement~~in ~~with~~ the ~~SEC~~Supreme ~~and~~Court ~~paid~~of aNY. ~~fine~~The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of ~~$500~~certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored,~~000~~ asunderwritten ~~part~~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 ~~MCDC~~court ~~Initiative~~granted toin ~~resolve~~part ~~allegations~~and ~~that~~denied in part MS&Co.’s ~~failed~~motion to ~~form~~dismiss. aAll ~~reasonable~~claims ~~basis~~regarding ~~through~~four ~~adequate~~certificates ~~due~~were ~~diligence~~dismissed. ~~for~~After ~~believing~~these dismissals, the ~~truthfulness~~remaining amount of ~~the~~certificates ~~assertions~~allegedly issued by ~~issuers~~MS&Co. ~~and/~~or ~~obligors~~sold ~~regarding~~to ~~their~~plaintiff ~~compliance~~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 ~~with~~August 11, ~~previous~~2016, ~~continuing~~the ~~disclosure~~Appellate ~~undertakings~~Division, ~~pursuant~~First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to ~~Rule~~dismiss the complaint. At December ~~15c2~~25, 2016, the current unpaid balance of the mortgage pass-12through certificates at issue in ~~connection~~this ~~with~~action ~~offerings~~was inapproximately ~~which~~$25 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. ~~acted~~believes asit ~~senior~~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 ~~sole~~upon ~~underwriter~~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.

18On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleges that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV, and asserts violations of the California False Claims Act and other state laws and seeks treble damages, civil penalties, disgorgement, and injunctive relief. On September 30, 2016, the court granted MS&Co.’s demurrer, with leave to replead. On October 21, 2016, the California Attorney General filed an amended complaint. On January 25, 2017, the court denied MS&Co.’s demurrer with respect to the amended complaint.

~~Table~~16 ~~of Contents~~

OnSettled ~~August~~Civil 6,Litigation 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 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~~August 25, 2008, MS&Co. and two ratings agencies were named as defendants in a purported class action related to securities issued by a structured investment vehicle called Cheyne Finance PLC and Cheyne Finance LLC (together, the “Cheyne SIV”). The case was styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley & Co. Inc., et al. The complaint alleged, among other things, that the ratings assigned to the securities issued by the Cheyne SIV were false and misleading, including because the ratings did not accurately reflect the risks associated with the subprime RMBS held by the Cheyne SIV. The plaintiffs asserted allegations of aiding and abetting fraud and negligent misrepresentation relating to approximately $852 million of securities issued by the Cheyne SIV. On April 24, 2013, the parties reached an agreement to settle the case, and on April 26, 2013, the court dismissed the action with prejudice.

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates ~~By orders dated June 23, 2011 and July 18, 2011, the court denied defendants’ omnibus motion to dismiss plaintiff’s amended complaint and on August 15, 2011, the court denied MS&Co~~.’s ~~individual motion to dismiss the amended complaint.~~ On ~~March~~January 723, ~~2013~~2017, the ~~court~~parties ~~granted~~reached ~~defendants’~~an ~~motion~~agreement to ~~strike~~settle ~~plaintiff’s demand for a jury trial. The defendants’ joint motions for partial summary judgment were denied on November 9, 2015. At December 25, 2015,~~ the ~~current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $46 million, and the certificates had not yet incurred actual losses~~litigation. 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.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. ~~Deutsche~~Credit ~~Bank~~Suisse Securities ~~Inc.~~ (USA) LLC, et al. An amended complaint, filed on June 10, 2010~~, alleges~~ alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of ~~certain~~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 $~~276~~704 million. The complaint ~~raises~~raised claims under both the federal securities laws and California law and ~~seeks~~sought, among other things, to rescind the plaintiff’s purchase of such certificates. On ~~August~~January 1126, ~~2011~~2015, ~~plaintiff’s~~as ~~federal~~a ~~securities~~result ~~law~~of ~~claims~~a ~~were~~settlement ~~dismissed~~ with ~~prejudice.~~certain ~~On February 9, 2012, defendants’ demurrers with respect to all~~ other ~~claims were overruled. On December 20~~defendants, ~~2013,~~the plaintiff’s ~~negligent~~requested 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~~court ~~had~~subsequently ~~incurred~~entered ~~actual losses of approximately $1 million. Based on currently available information, MS&Co. believes it could incur~~ a ~~loss~~dismissal ~~for~~with ~~this~~prejudice ~~action~~of upcertain toof the ~~difference~~plaintiff’s ~~between~~claims, ~~the~~including ~~$59~~all ~~million~~remaining ~~unpaid balance of~~claims ~~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~~March 15, 2010, ~~China~~the ~~Development Industrial~~Federal Home Loan Bank ~~(“CDIB”)~~of San Francisco filed a complaint against MS&Co., ~~styled~~and ~~China~~other ~~Development~~defendants ~~Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending~~ in the ~~Supreme~~Superior Court of the State of ~~New York,~~California ~~New~~styled ~~York~~Federal ~~County~~Home ~~(“Supreme~~Loan ~~Court~~Bank of ~~NY”)~~San Francisco v. ~~The~~Deutsche ~~complaint~~Bank ~~relates~~Securities toInc. et aal. ~~$275 million~~An ~~credit~~amended ~~default~~complaint, ~~swap~~filed ~~referencing~~on ~~the~~June 10, ~~super~~2010, alleges ~~senior~~that ~~portion~~defendants ofmade ~~the~~untrue ~~STACK~~statements ~~2006-1~~and ~~CDO.~~material ~~The~~omissions ~~complaint~~in ~~asserts~~connection ~~claims~~with ~~for~~the ~~common~~sale ~~law~~to ~~fraud,~~plaintiff ~~fraudulent inducement~~of certain ~~and~~mortgage ~~fraudulent~~pass-through ~~concealment~~certificates ~~and~~backed ~~alleges~~by ~~that~~securitization ~~MS&Co.~~trusts ~~misrepresented~~containing ~~the~~residential ~~risks~~mortgage ofloans. ~~the~~The ~~STACK~~amount ~~2006-1~~of certificates ~~CDO~~allegedly sold to ~~CDIB,~~plaintiff ~~and~~by ~~that~~ MS&Co. ~~knew~~was ~~that~~approximately ~~the~~$276 ~~assets~~million. ~~backing~~The ~~the~~complaint ~~CDO~~raises ~~were~~claims ofunder ~~poor~~both ~~quality when it entered into~~ the ~~credit~~federal ~~default~~securities ~~swap with~~laws ~~CDIB.~~and ~~The~~California ~~complaint~~law and seeks, ~~compensatory~~among ~~damages~~other ~~related~~ things, to rescind the ~~approximately~~plaintiff’s purchase ~~$228~~of ~~million~~such ~~that~~certificates. On ~~CDIB~~December 21, ~~alleges~~2016, itthe ~~has~~parties ~~already~~reached ~~lost~~an ~~under~~agreement ~~the~~to ~~credit~~settle ~~default~~the ~~swap,~~litigation. ~~rescission of CDIB’s~~

19On 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.

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

On July 5, 2011, Allstate Insurance Company and certain of its affiliated entities filed a complaint against MS&Co. ~~obligation~~in tothe ~~pay~~Supreme anCourt ~~additional~~of ~~$12 million~~NY, ~~punitive~~styled ~~damages,~~Allstate ~~equitable~~Insurance ~~relief~~Company, ~~fees~~et ~~and~~al. ~~costs~~v. On ~~February~~Morgan Stanley, et al. An amended complaint was filed on September 289, 2011, and alleges that the ~~court~~defendants ~~denied~~made ~~MS&Co.’s~~untrue ~~motion~~statements toand ~~dismiss~~material omissions in the ~~complaint~~sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. ~~Based~~The ontotal ~~currently~~amount ~~available~~of ~~information,~~certificates allegedly issued and/or sold to the plaintiffs by MS&Co. ~~believes~~was approximately it$104 ~~could~~million. ~~incur~~The acomplaint ~~loss~~raised common law claims of upfraud, tofraudulent ~~approximately~~inducement, ~~$240~~aiding ~~million~~and ~~plus~~abetting ~~pre-~~fraud, and ~~post-judgment~~negligent ~~interest~~misrepresentation and seeks, ~~fees~~among other things, compensatory and/or ~~costs~~recessionary damages associated with the plaintiffs’ purchases of such certificates. On January 16, 2015, the parties reached an agreement to settle the litigation.

On17 October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. and other defendants in the Circuit Court of the State of Illinois, styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011. The corrected amended complaint alleges that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by MS&Co. at issue in the action was approximately $203 million. The complaint seeks, among other things, to rescind the plaintiff’s purchase of such certificates. The defendants filed a motion to dismiss the corrected amended complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. After that dismissal, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At December 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $51 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 $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., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On ~~April~~July 2018, 2011, the ~~Federal~~Western ~~Home~~and ~~Loan~~Southern ~~Bank~~Life ofInsurance ~~Boston~~Company and certain affiliated companies filed a complaint against MS&Co. and other defendants in the ~~Superior~~ Court of ~~the~~Common ~~Commonwealth~~Pleas ofin ~~Massachusetts~~Ohio, styled ~~Federal~~Western ~~Home~~and ~~Loan~~Southern ~~Bank~~Life ofInsurance ~~Boston~~Company, et al. v. ~~Ally~~Morgan ~~Financial,~~Stanley Mortgage Capital Inc., ~~F/K/A GMAC LLC~~ et al. An amended complaint was filed on ~~June~~April 292, 2012 and alleges that defendants made untrue statements and material omissions in the sale to ~~plaintiff~~plaintiffs 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~~plaintiffs by MS&Co. was approximately $~~332~~153 million. On ~~At December~~June 258, 2015, the ~~current~~parties ~~unpaid~~reached ~~balance~~an ofagreement 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~~settle ~~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~~litigation., 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~~ September 32, ~~2013~~2011, ~~plaintiffs~~the inFederal ~~Deutsche~~Housing ~~Zentral-Genossenschaftsbank~~Finance AGAgency et(“FHFA”), ~~al.~~as v.conservator ~~Morgan~~for ~~Stanley~~Fannie etMae and Freddie ~~al.~~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., ~~The complaint alleges that~~styled ~~defendants~~Federal ~~made~~Housing ~~material~~Finance ~~misrepresentations~~Agency, ~~and~~as ~~omissions~~Conservator inv. ~~the~~Morgan ~~sale~~Stanley toet ~~plaintiffs~~al. ofThe ~~certain~~complaint ~~mortgage~~alleges ~~pass-through~~that ~~certificates~~defendants ~~backed~~made byuntrue ~~securitization~~statements ~~trusts~~and ~~containing~~material ~~residential~~omissions ~~mortgage~~in ~~loans.~~connection ~~The~~with ~~total~~the ~~amount~~sale ofto ~~certificates~~Fannie ~~allegedly sponsored,~~Mae ~~underwritten~~ and~~/or~~ ~~sold~~Freddie byMac ~~MS&Co.~~of residential tomortgage pass-through ~~plaintiff~~certificates ~~currently~~with atan ~~issue~~original inunpaid ~~this~~balance ~~action~~of ~~was~~ approximately $~~644~~11 ~~million~~billion. The complaint ~~alleges~~raised ~~causes~~claims ofunder ~~action~~federal ~~against~~and ~~MS&Co.~~state ~~for~~securities ~~common~~laws ~~law fraud, fraudulent concealment, aiding~~ and ~~abetting~~ ~~fraud,~~common ~~negligent~~law ~~misrepresentation,~~ and ~~rescission and~~ seeks, among other things, rescission and compensatory and punitive damages. On ~~June~~February 107, 2014, the ~~court~~parties ~~granted~~entered ininto ~~part~~an ~~and~~agreement ~~denied in part MS&Co.’s motion~~ to ~~dismiss~~settle the ~~complaint~~litigation. ~~MS&Co.~~ ~~perfected~~On ~~its appeal from that decision on June~~February 1220, ~~2015. At December 25~~2014, ~~2015,~~ the ~~current~~court ~~unpaid~~dismissed ~~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.

20On 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.

OnIn ~~May 17,~~re ~~2013,~~Morgan ~~plaintiff~~Stanley inMortgage ~~IKB~~Pass-Through ~~International~~Certificates ~~S.A. in Liquidation~~Litigation, etwhich ~~al.~~had v.been ~~Morgan Stanley,~~pending ~~et al. filed a complaint against MS&Co. and certain affiliates~~ in the ~~Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage~~ ~~pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored~~SDNY, ~~underwritten and/or sold by MS&Co. to plaintiff~~ was ~~approximately~~a ~~$132 million.~~putative ~~The complaint~~class ~~alleges causes of~~ action ~~against~~involving ~~MS&Co.~~allegations ~~for common law fraud~~that, ~~fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks,~~ among other things, ~~compensatory and punitive damages. On October 29, 2014,~~ the ~~court~~registration ~~granted~~statements ~~in part~~ and ~~denied~~offering indocuments ~~part~~related ~~MS&Co.’s motion~~ to ~~dismiss. All claims regarding four certificates were dismissed. After these dismissals,~~ the ~~remaining~~offerings ~~amount~~ of ~~certificates~~certain 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. At December 25, 2015, the current unpaid balance of the mortgage pass-through certificates ~~at issue~~ in ~~this~~2006 ~~action~~and ~~was~~2007 ~~approximately~~contained ~~$28~~false ~~million,~~ and misleading ~~the~~information ~~certificates~~concerning ~~had~~the ~~incurred~~pools ~~actual losses~~ of ~~$58~~residential ~~million.~~loans ~~Based~~that onbacked ~~currently~~these ~~available information, MS&Co~~securitizations. ~~believes~~On itDecember 18, ~~could~~2014, ~~incur~~the aparties’ ~~loss~~agreement ~~in this action up~~ to ~~the difference~~settle ~~between~~ the ~~$28~~litigation ~~million~~received ~~unpaid~~final ~~balance~~court ofapproval, ~~these certificates (plus any losses incurred)~~ and ~~their~~on ~~fair market value at the time of a judgment against MS&Co.~~December 19, ~~or upon sale~~2014, ~~plus pre- and post-judgment interest, fees and costs.~~the ~~MS&Co.~~court ~~may~~entered ~~be entitled to be indemnified for some of these losses and to~~ an ~~offset~~order ~~for~~dismissing ~~interest received by~~ the ~~plaintiff prior to a judgment~~action.

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

On ~~August~~ February 2514, ~~2008~~2013, ~~MS&Co.~~Bank ~~and~~Hapoalim ~~two~~B.M. ~~ratings~~filed ~~agencies were named as defendants in~~ a ~~purported~~complaint against ~~class~~MS&Co. ~~action related to securities issued by a structured investment vehicle called Cheyne Finance PLC~~ and ~~Cheyne~~certain ~~Finance~~affiliates ~~LLC~~in ~~(together,~~ the ~~“Cheyne~~ ~~SIV”).~~Supreme ~~The~~Court ~~case~~of ~~was~~NY, styled ~~Abu Dhabi Commercial~~ Bank, etHapoalim alB.M. v. Morgan Stanley ~~& Co. Inc.,~~ et al. The complaint ~~alleged,~~alleges ~~among other things,~~ that ~~the~~defendants ~~ratings~~made ~~assigned~~material tomisrepresentations ~~the~~and ~~securities~~omissions ~~issued~~in by the ~~Cheyne~~sale ~~SIV~~to ~~were~~plaintiff ~~false~~of ~~and~~certain ~~misleading,~~mortgage ~~including~~pass-through ~~because~~certificates ~~the~~backed ~~ratings~~by ~~did~~securitization ~~not~~trusts ~~accurately~~containing ~~reflect~~residential ~~the~~mortgage ~~risks associated with the subprime RMBS held by the Cheyne SIV~~loans. The ~~plaintiffs~~total ~~asserted~~amount ~~allegations~~ of ~~aiding~~certificates ~~and~~allegedly ~~abetting~~sponsored, ~~fraud~~underwritten and/or ~~negligent~~sold ~~misrepresentation~~by ~~relating~~MS&Co. to ~~approximately~~ ~~$852~~plaintiff ~~million~~was ofapproximately ~~securities issued by the Cheyne SIV~~$141 million. On ~~April~~July 2428, ~~2013~~2015, the parties reached an agreement to settle the ~~case~~litigation, and on ~~April~~August 2612, ~~2013~~2015, the ~~court~~plaintiff ~~dismissed~~filed ~~the~~a ~~action~~stipulation of discontinuance with prejudice. ~~The settlement does not cover certain claims that were previously dismissed.~~

On ~~March~~September 1523, ~~2010~~2013, the ~~Federal~~plaintiff ~~Home~~in ~~Loan~~National ~~Bank~~Credit ofUnion ~~San~~Administration ~~Francisco~~Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and ~~other~~certain ~~defendants~~affiliates in ~~the~~ ~~Superior Court of~~ the ~~State of California styled Federal Home Loan Bank of San Francisco v~~SDNY. ~~Credit~~The ~~Suisse Securities (USA) LLC, et al. An amended~~ complaint ~~filed on June 10, 2010~~ alleged that defendants made untrue statements ~~and~~of material ~~omissions~~fact inor ~~connection~~omitted ~~with~~to state material facts in the sale to the plaintiff of a ~~number of~~ certain mortgage pass-through certificates ~~backed~~issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly ~~sold~~sponsored, tounderwritten ~~plaintiff~~and/or sold by MS&Co. to plaintiffs in the matter was approximately $~~704~~ 417 million. The complaint ~~raised~~alleged ~~claims~~violations ~~under~~of ~~both~~federal ~~the~~and ~~federal~~various state securities laws and ~~California law and~~ sought, among other things, ~~to rescind the~~ ~~plaintiff’s~~rescissionary ~~purchase~~and ofcompensatory ~~such certificates~~damages. On ~~January~~November 2623, 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~~matter.

On18 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~~September 2516, ~~2010~~2014, ~~MS&Co.,~~the ~~certain~~Virginia ~~affiliates~~Attorney ~~and~~General’s ~~Pinnacle~~Office ~~Performance~~filed a ~~Limited~~civil lawsuit, astyled ~~special~~Commonwealth ~~purpose~~of ~~vehicle~~Virginia ~~(“SPV”),~~ex ~~were~~rel. ~~named~~Integra asREC ~~defendants~~LLC inv. aBarclays ~~purported~~Capital ~~class~~Inc., ~~action~~et inal., ~~the~~against ~~United~~MS&Co. ~~States~~and ~~District~~several ~~Court~~other ~~for~~defendants in the ~~Southern~~Circuit ~~District~~Court of ~~New~~the ~~York~~City ~~(“SDNY”),~~of ~~styled~~Richmond Gerelated ~~Dandong,~~to ~~et al~~RMBS. v.The ~~Pinnacle Performance~~lawsuit ~~Ltd.,~~alleged ~~et al~~that MS&Co. Onand ~~January 31,~~the ~~2014,~~other ~~the~~defendants ~~plaintiffs~~knowingly inmade ~~the~~misrepresentations ~~action,~~and ~~which~~omissions related to ~~securities~~the ~~issued~~loans backing RMBS purchased by the ~~SPV~~Virginia inRetirement ~~Singapore,~~System. ~~filed~~The acomplaint ~~second~~asserts ~~amended~~claims ~~complaint~~under the Virginia Fraud Against Taxpayers Act, ~~which~~as ~~asserted~~well as common law claims of ~~fraud,~~actual ~~aiding~~ and ~~abetting~~constructive fraud, ~~fraudulent~~ ~~inducement, aiding~~ and ~~abetting fraudulent inducement~~seeks, ~~and~~among ~~breach~~other ofthings, ~~the~~treble ~~implied~~damages ~~covenant of good faith~~ and ~~fair~~civil ~~dealing~~penalties. On ~~July~~January 176, ~~2014~~2016, the parties reached an agreement to settle the litigation,. ~~which~~An ~~received~~order ~~final~~dismissing ~~court~~the action with ~~approval~~prejudice was entered on ~~July~~January 228, ~~2015~~2016.

21Additional lawsuits containing claims similar to those described above may be filed in the future. In the course of its business, MS&Co., as a major futures commission merchant, is party to various civil actions, claims and routine regulatory investigations and proceedings that the General Partner believes do not have a material effect on the business of MS&Co. MS&Co. may establish reserves from time to time in connection with such actions.

~~Table~~Item of4. ~~Contents~~Mine Safety Disclosures.

OnNot ~~July 5, 2011, Allstate Insurance Company and certain of its affiliated entities filed a complaint against MS&Co~~applicable. in the Supreme Court of NY, styled Allstate Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on September 9, 2011, and 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 issued and/or sold to the plaintiffs by MS&Co. was approximately $104 million. The complaint raised common law claims of fraud, fraudulent inducement, aiding and abetting fraud, and negligent misrepresentation and seeks, among other things, compensatory and/or recessionary damages associated with the plaintiffs’ purchases of such certificates. On March 15, 2013, the court denied in substantial part the defendants’ motion to dismiss the amended complaint, which order MS&Co. appealed on April 11, 2013. On May 3, 2013, MS&Co. filed its answer to the amended complaint. On January 16, 2015, the parties reached an agreement to settle the litigation.

On19 July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against MS&Co. and other defendants in the Court of Common Pleas in Ohio, styled Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleges that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to plaintiffs by MS&Co. was approximately $153 million. On June 8, 2015, the parties reached an agreement to settle the litigation.

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

~~On April 25,~~Item ~~2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against MS&Co~~5. ~~and~~Market ~~certain~~for ~~affiliates~~Registrant’s inCommon ~~the~~Equity ~~Supreme~~Related ~~Court~~Stockholder ofMatters ~~NY, styled Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012,~~ and ~~alleges~~Issuer ~~that~~Purchases ~~the defendants made untrue statements and material omissions in the sale to the plaintiffs~~ of ~~certain~~Equity ~~mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans~~Securities. 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 25, 2012, The Prudential Insurance Company of America and certain affiliates filed~~ (a ~~complaint~~) ~~against~~Market ~~MS&Co~~Information. ~~and certain affiliates in the Superior Court of the State of New Jersey, styled~~ The ~~Prudential~~Partnership ~~Insurance~~has ~~Company~~issued ofno ~~America, et al~~stock. v.There ~~Morgan~~is ~~Stanley,~~no etestablished ~~al.~~public Ontrading ~~October 16,~~market ~~2012,~~for ~~plaintiffs~~Units ~~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 damagesPartnership. ~~On January 8, 2016, the parties reached an agreement to settle the litigation.~~

In(b) reHolders. ~~Morgan~~The ~~Stanley~~number Mortgage Pass-Through Certificates Litigation, which had been pending in the SDNY, was a putative class action involving allegations that, among other things, the registration statements and offering documents related to the offerings of ~~certain~~holders ~~mortgage pass-through certificates in 2006 and 2007 contained false and misleading information concerning the pools~~ of ~~residential~~Units ~~loans~~at ~~that~~February ~~backed these securitizations. On December 18~~28, ~~2014,~~2017 ~~the~~was ~~parties’~~approximately ~~agreement to settle the litigation received final court approval, and on December 19, 2014, the court entered an order dismissing the action~~190.

22(c) Distributions. No distributions have been made by the Partnership since it commenced trading operations on August 1, 2007. 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 until termination of the Partnership.

~~Table~~(d) ofSecurities ~~Contents~~Authorized for Issuance under Equity Compensation Plans. None.

~~On November 4, 2011, the Federal Deposit Insurance Corporation~~ (~~“FDIC”~~e), asPerformance ~~receiver for Franklin Bank S~~Graph.~~S.B,~~ ~~filed~~Not ~~two complaints against MS&Co~~applicable. in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten and sold to plaintiff by MS&Co. in these cases was approximately $67 million and $35 million, respectively. On July 2, 2015, the parties reached an agreement to settle the litigation.

On(f) ~~February 14,~~Securities ~~2013,~~Sold; ~~Bank Hapoalim B~~Consideration.M. ~~filed~~Units aof ~~complaint against MS&Co. and certain affiliates in~~ the ~~Supreme Court~~Partnership ofare ~~NY,~~sold ~~styled~~to ~~Bank~~persons ~~Hapoalim~~and ~~B.M.~~entities v.who ~~Morgan~~are ~~Stanley~~accredited etinvestors ~~al. The~~as ~~complaint~~the ~~alleges~~term ~~that~~is ~~defendants~~defined ~~made material misrepresentations and omissions~~ in ~~the~~Rule ~~sale~~501(a) ~~to plaintiff~~ of ~~certain~~Regulation ~~mortgage~~D. ~~pass-through~~In ~~certificates~~determining ~~backed~~the ~~by securitization~~applicability ~~trusts containing residential mortgage loans. The total amount~~ of ~~certificates~~the ~~allegedly sponsored~~exemption, ~~underwritten and/or sold by MS&Co. to plaintiff was approximately $141 million. On July 28, 2015,~~ the ~~parties reached~~General anPartner ~~agreement~~relied toon ~~settle~~ the ~~litigation,~~fact ~~and~~that ~~on August 12, 2015,~~ the ~~plaintiff~~Units ~~filed~~were apurchased ~~stipulation~~by ofaccredited ~~discontinuance with prejudice~~investors.

~~On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the SDNY.~~ The ~~complaint~~aggregate ~~alleged~~proceeds ~~that defendants made untrue statements~~ of ~~material~~securities ~~fact~~sold ~~or omitted to state material facts~~ in ~~the~~all ~~sale~~share Classes to the ~~plaintiff~~limited ofpartners ~~certain mortgage pass-~~through ~~certificates~~December ~~issued~~31, ~~by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored~~2016, ~~underwritten and/or sold by MS&Co. to plaintiffs in the matter~~ was ~~approximately~~ $~~417 million~~89,402,151. The ~~complaint~~Partnership ~~alleged~~received ~~violations of federal and various state securities laws and sought~~$570,000 ~~among~~in ~~other~~consideration ~~things,~~from ~~rescissionary and compensatory damages. On November 23, 2015,~~ the ~~parties~~sale ~~reached~~of anUnits ~~agreement~~ to ~~settle the matter~~Ceres.

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

~~Additional~~(g) ~~lawsuits~~Purchases ~~containing~~of ~~claims~~Equity ~~similar~~Securities toby ~~those described above may be filed in~~ the ~~future. In~~Issuer ~~the~~and ~~course~~Affiliated ~~of its business, MS&Co~~Purchasers., asThe afollowing ~~major~~chart ~~futures~~sets ~~commission~~forth ~~merchant, is party to various civil actions, claims and routine regulatory investigations and proceedings that~~ the ~~General~~purchases ~~Partner~~of ~~believes~~Units doby ~~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.~~

Period

(a) Total
Number of Units
Purchased*

(b) Average Price
Paid per Unit**

(d) Maximum Number (or
Approximate Dollar Value)
of Units that May Yet be
Purchased Under the Plans
or Programs

Class A

October 1, 2016 - October 31, 2016

214.311

800.13

N/A

November 1, 2016 - November 30, 2016

106.879

790.56

N/A

December 1, 2016 - December 31, 2016

262.416

805.23

N/A

583.606

800.67

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

Class B

October 1, 2016 - October 31, 2016

69.664

838.10

N/A

November 1, 2016 - November 30, 2016

46.000

828.42

N/A

December 1, 2016 - December 31, 2016

N/A

115.664

834.25

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

~~Item~~** ~~4. MINE~~Redemptions ~~SAFETY~~of ~~DISCLOSURES~~Units are effected as of the last day of each month at the net asset value per Unit as of that day.

~~Not~~20 ~~applicable.~~

24Item 6. Selected Financial Data.

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

PART II


	2016		2015		2014		2013		2012
Total trading results	$	(833,539)	$	(481,568)	$	1,842,733	$	573,648	$	(1,746,715)
Net expenses		(374,969)		(544,266)		(620,663)		(811,500)		(1,136,770)

Net income (loss)	$	(1,208,508)	$	(1,025,834)	$	1,222,070	$	(237,852)	$	(2,883,485)

Net income (loss) per Unit by Class:
A	$	(99.72)	$	(61.14)	$	64.11	$	(10.89)	$	(85.02)

B	$	(99.76)	$	(58.72)	$	71.18	$	(6.54)	$	(82.21)

C	$	(99.59)	$	(56.00)	$	78.66	$	(1.92)	$	(79.21)

Z	$	(98.58)	$	(49.59)	$	94.94	$	8.18	$	(72.58)

Net asset value per Unit by Class:
A	$	805.23	$	904.95	$	966.09	$	901.98	$	912.87

B	$	844.13	$	943.89	$	1,002.61	$	931.43	$	937.97

C	$	884.90	$	984.49	$	1,040.49	$	961.83	$	963.75

Z	$	972.38	$	1,070.96	$	1,120.55	$	1,025.61	$	1,017.43

Total assets	$	9,163,741	$	13,597,171	$	18,522,100	$	21,942,923	$	29,088,508

~~Item~~21 ~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

~~(a) Market~~Item ~~Information~~7. ~~The~~ ~~Partnership~~Management’s ~~has~~Discussion ~~issued~~and noAnalysis ~~stock. There~~of isFinancial noCondition ~~established~~and ~~public~~Results ~~trading market for Units~~ of ~~the Partnership~~Operations.

~~(b) Holders~~Liquidity. MS&Co. and its affiliates act as custodians of each Trading Company’s assets pursuant to customer agreements and foreign exchange customer agreements. The ~~number~~Partnership allocates substantially all of ~~holders~~its assets to multiple Trading Companies. Such assets are deposited in the Trading Companies’ trading accounts with MS&Co. or its affiliates. The funds in such accounts are available for margin and are used to engage in Futures Interests trading pursuant to instructions provided by the Trading Advisors. The assets are held either in non-interest bearing bank accounts or in securities and instruments permitted by the CFTC for investment of ~~Units~~customer atsegregated ~~February 29~~or secured funds. Since the Partnership’s sole purpose is to trade Futures Interests indirectly through the investment in the Trading Companies, ~~2016~~it ~~was~~is ~~approximately~~expected ~~253~~that the Trading Companies will continue to own such liquid assets for margin purposes.

~~(c) Distributions~~The Trading Companies’ investments in Futures Interests may, from time to time, be illiquid. No ~~distributions~~Most ~~have~~U.S. ~~been~~futures ~~made~~exchanges limit fluctuations in prices during a single trading day by ~~the~~regulations ~~Partnership~~referred ~~since~~to as “daily price fluctuation limits” or it“daily ~~commenced~~limits.” ~~trading~~Trades ~~operations~~may onnot ~~August 1,~~be ~~2007~~executed at prices beyond the daily limit. ~~Ceres~~If the price for a particular futures or option contract has ~~sole~~increased ~~discretion~~or decreased by an amount equal to ~~decide~~the ~~what~~daily ~~distributions~~limit, ifpositions ~~any,~~in ~~shall~~that futures or option contract can neither be ~~made~~taken nor liquidated unless traders are willing to ~~investors~~effect intrades at or within the ~~Partnership~~limit. ~~Ceres~~Futures ~~currently~~prices ~~does~~have ~~not~~occasionally ~~intend~~moved tothe ~~make~~daily ~~any~~limit ~~distributions~~for ofseveral ~~the Partnership’s~~consecutive ~~profits~~days ~~until~~with ~~termination~~little ofor no trading. These market conditions could prevent the ~~Partnership~~Trading Companies from promptly liquidating their futures or option contracts and result in restrictions on redemptions.

~~(d) Securities~~There ~~Authorized~~is no limitation on daily price movements in trading forward contracts on foreign currencies. The markets for ~~Issuance~~some ~~under~~world currencies ~~Equity~~have low trading volume and are illiquid, which may prevent the Trading Companies from trading in potentially profitable markets or prevent the Trading Companies from promptly liquidating unfavorable positions in such markets, subjecting ~~Compensation~~them ~~Plans~~to substantial losses. ~~None~~ Either of these market conditions could result in restrictions on redemptions. For the periods covered by this report, illiquidity has not materially affected the Partnership’s assets.

~~(e) Performance~~There ~~Graph. Not~~are ~~applicable~~no known material trends, demands, commitments, events, or uncertainties at the present time that are reasonably likely to result in the Partnership’s liquidity increasing or decreasing in any material way.

~~(f) Securities Sold; Consideration.~~ The ~~Registrant’s~~General ~~Units~~Partner estimates ofthat ~~limited~~at ~~partnership~~any ~~interest~~given ~~are~~time ~~being~~approximately ~~sold only~~20.1% to ~~persons and entities who are accredited investors as the term is defined in Rule 501(a) of Regulation D~~43.3% ~~In determining the applicability~~ of the ~~exemption,~~Partnership’s ~~the~~contracts ~~General~~held ~~Partner~~indirectly ~~relied~~through onits ~~the~~investment ~~fact~~in ~~that~~ the ~~Units~~Trading ~~were~~Companies ~~purchased~~are bytraded ~~accredited investors~~OTC.

Capital Resources. The ~~aggregate~~Partnership ~~proceeds~~does not have, nor does it expect to have, any capital assets. Redemptions, exchanges, and sales of ~~securities~~Units ~~sold~~in the future will affect the amount of funds available for investments in ~~all~~Futures ~~share~~Interests ~~Classes~~in subsequent periods. It is not possible to estimate the ~~limited~~amount, ~~partners~~and ~~through~~therefore ~~December 31~~the impact, ~~2015~~of ~~was~~future inflows and outflows of ~~$89~~Units. There are no known material trends,~~402~~ favorable or unfavorable,~~151. The~~ ~~Partnership~~that ~~received~~would ~~$570~~affect,~~000~~ innor ~~consideration~~any ~~from~~expected material changes to the ~~sale~~Partnership’s ofcapital ~~Units~~resource toarrangements ~~Ceres~~at the present time.

~~Proceeds~~Results of ~~net~~Operations ~~offering were used for the trading of commodity interests including futures, option, forward and swap contracts.~~

~~(g)~~General. ~~Purchases~~The ofPartnership’s ~~Equity~~results ~~Securities~~depend by on the ~~Issuer~~Trading Advisors and ~~Affiliated~~the ~~Purchasers~~ability of each Trading Advisor’s trading program to take advantage of price movements in the Futures Interests markets. The following ~~chart~~presents ~~sets~~a ~~forth~~summary of the ~~purchases~~Partnership’s operations for each of ~~Units~~the three years in the period ended December 31, 2016, and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisors trade in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisors or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisors’ trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

Period	(a) TotalNumber of UnitsPurchased*			(b) Average Price Paid per Unit**		(c) Total Numberof Units Purchasedas Part of PubliclyAnnounced Plansor Programs	(d) Maximum Number(or ApproximateDollar Value) of Unitsthat May Yet bePurchased Under thePlans or Programs
Class A
October 1, 2015 - October 31, 2015		(174.217	)		$906.63	N/A	N/A
November 1, 2015 - November 30, 2015		(1,640.150	)		$950.62	N/A	N/A
December 1, 2015 - December 31, 2015		(83.590	)		$904.95	N/A	N/A
		(1,897.957	)		$944.57

The Partnership’s results of operations set forth in the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require the use of certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts that the Trading Companies trade are accounted for on a trade-date basis and marked to market on a daily basis. The difference between their original contract value and fair value is recorded on the Trading Companies’ Statements of Income and Expenses as “Net change in unrealized gains (losses) on open contracts” for open contracts, and recorded as “Net realized gains (losses) on closed contracts” when open positions are closed out. The sum of these amounts constitutes the Trading Companies’ trading results. The fair value of a futures contract is the settlement price on the exchange on which that futures contract is traded on a particular day. The fair value of a foreign currency forward contract is extrapolated on a forward basis from the prices quoted as of approximately 3:00 P.M. (E.T.), the close of the business day.

25Ceres believes that, based on the nature of the operations of the Partnership, no assumptions relating to the application of critical accounting policies other than those presently used could reasonably affect reported amounts.

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

Period

(a) TotalNumber of UnitsPurchased*

(b) Average Price Paid per Unit**

(d) Maximum Number(or ApproximateDollar Value) of Unitsthat May Yet bePurchased Under thePlans or Programs

Class B

October 1, 2015 - October 31, 2015

N/A

November 1, 2015 - November 30, 2015

(432.308

)

$991.10

N/A

December 1, 2015 - December 31, 2015

N/A

(432.308

)

$991.10

Period

(a) TotalNumber of UnitsPurchased*

(b) Average PricePaid per Unit**

(d) Maximum Number(or ApproximateDollar Value) of Unitsthat May Yet bePurchased Under thePlans or Programs

Class C

October 1, 2015 - October 31, 2015

N/A

November 1, 2015 - November 30, 2015

N/A

December 1, 2015 - December 31, 2015

N/A

Period

(a) TotalNumber of UnitsPurchased*

(b) Average PricePaid per Unit**

(d) Maximum Number(or ApproximateDollar Value) of Unitsthat May Yet bePurchased Under thePlans or Programs

Class Z

October 1, 2015 - October 31, 2015

N/A

November 1, 2015 - November 30, 2015

N/A

December 1, 2015 - December 31, 2015

N/A

For the year ended December 31, 2016, the net asset value per Unit for Class A decreased 11.0% from $904.95 to $805.23, the net asset value per Unit for Class B decreased 10.6% from $943.89 to $844.13, the net asset value per Unit for Class C decreased 10.1% from $984.49 to $884.90 and the net asset value per Unit for Class Z decreased 9.2% from $1,070.96 to $972.38. For the year ended December 31, 2015, the net asset value per Unit for Class A decreased 6.3% from $966.09 to $904.95, the net asset value per Unit for Class B decreased 5.9% from $1,002.61 to $943.89, the net asset value per Unit for Class C decreased 5.4% from $1,040.49 to $984.49 and the net asset value per Unit for Class Z decreased 4.4% from $1,120.55 to $1,070.96. For the year ended December 31, 2014, the net asset value per Unit for Class A increased 7.1% from $901.98 to $966.09, the net asset value per Unit for Class B increased 7.6% from $931.43 to $1,002.61, the net asset value per Unit for Class C increased 8.2% from $961.83 to $1,040.49 and the net asset value per Unit for Class Z increased 9.3% from $1,025.61 to $1,120.55.

*No ~~Generally,~~forecast can be made as to the level of redemptions in any given period. A limited ~~partners~~partner ~~are~~may ~~permitted~~require the Partnership to redeem ~~their~~its Units at the net asset value per Unit as of the end of ~~each~~any month on three business days’ notice to the General Partner. ~~Under~~There ~~certain~~is ~~circumstances,~~no fee charged to limited partners in connection with redemptions. Redemptions generally are funded out of redemptions from the Trading Companies. For the year ended December 31, 2016, 3,231.050 limited partner Units of Class A were redeemed totaling $2,847,054, 165.664 limited partner Units of Class B were redeemed totaling $146,018, 342.530 limited partner Units of Class C were redeemed totaling $312,508 and 61.351 General Partner ~~can~~Units ~~compel~~of ~~redemption,~~Class ~~although~~Z towere ~~date~~redeemed totaling $65,002. For the year ended December 31, 2015, 3,448.916 limited partner Units of Class A were redeemed totaling $3,223,136, 732.907 limited partner Units of Class B were redeemed totaling $715,689 and 14.181 General Partner ~~has~~Units ~~not~~of ~~exercised~~Class ~~this~~Z ~~right~~were redeemed totaling $14,990. ~~Purchases~~For the year ended December 31, 2014, 4,572.219 limited partner Units of Class A were redeemed totaling $4,140,112, 580.171 limited partner Units byof ~~the~~Class ~~Partnership~~B ~~reflected~~were inredeemed ~~the~~totaling $527,659, 352.690 limited partner Units ~~chart~~of ~~above~~Class C were ~~made~~redeemed intotaling ~~the~~$327,787, ~~ordinary~~51.434 ~~course~~limited partner Units of ~~the~~Class ~~Partnership’s~~Z ~~business~~were inredeemed ~~connection~~totaling ~~with~~$57,634 ~~effecting~~and ~~redemptions~~130.514 ~~for~~General ~~limited~~Partner ~~partners~~Units of Class Z were redeemed totaling $140,070.

**The ~~Redemptions~~Partnership ofcontinues to offer Units ~~are~~at ~~effected~~the net asset value per Unit as of the ~~last~~end ~~day~~ of each month. atFor the ~~net~~year ~~asset~~ended December 31, ~~value~~2016, ~~per~~there ~~Unit~~were asno subscriptions. For the year ended December 31, 2015, there were subscriptions of ~~that~~233.984 ~~day~~limited partner Units of Class A totaling $227,500. For the year ended December 31, 2014, there were subscriptions of 1,024.730 limited partner Units of Class A totaling $938,035.

26The Partnership, through its investment in the Trading Companies, experienced a net trading loss before fees and expenses for the year ended December 31, 2016 of $833,539. Losses were primarily attributable to the Trading Companies’ trading of Futures Interests in U.S interest rates, energy, grains, livestock, softs and metals and were partially offset by gains in non-U.S. interest rates, currencies and indices.

~~Table~~The most significant losses were incurred within the agricultural markets during January from short corn futures positions as prices rose after a strong U.S. export sales report and adverse weather conditions in Brazil. Further losses in this sector were incurred during March from short coffee futures positions as prices were boosted by a combination of ~~Contents~~a stronger Brazilian real potentially reducing exports and concerns regarding dry weather in Colombian and Brazilian coffee growing regions. During October, losses were experienced from short wheat futures positions as prices rose amid strong U.S. export sales, speculation of increased Chinese demand, and investors covering short positions. During November, losses were incurred from long coffee futures positions as prices decreased after forecasts of South American supplies increased and the weakening relative value of the Brazilian real dampened the market’s outlook. Additional losses in the agricultural markets were recorded during December from long positions in soybean futures. In the energy complex, losses were experienced during March from short natural gas futures positions as prices rose due to larger-than-expected inventory draws and an improved demand outlook amid cooler temperatures forecasted in the U.S. During April, additional losses were incurred from short positions in crude oil and its related products as prices rose due to a weak U.S. dollar and a decline in U.S. production. Further losses were recorded in the energy complex during August and September from short positions in crude oil and its related products as prices increased after reports surfaced and were confirmed that the Organization of the Petroleum Exporting Countries (“OPEC”) would curtail oil production. Additional losses in this sector were experienced during November from short natural gas futures positions as prices rose in the latter half of the month on forecasts of cooler weather. Within the metals complex, losses were experienced during January from short precious metals positions as prices increased as uncertainty in Chinese financial markets, plunging oil prices, and signs of softening U.S. economic growth all bolstered the safe haven appeal of the metals. Additional losses were recorded during February and March from short base metals futures positions as prices rose due to a decrease in the value of the U.S. dollar and optimism that demand would improve. During May and August, further losses were incurred in this sector from long positions in precious metals futures positions as prices declined due to weakening investor demand. Additional losses were recorded in metals during September and December from short and long copper futures positions. A portion of the Partnership’s losses for the year was offset by gains achieved within the global interest rates sector during January and February from long U.S. and European bond futures positions as prices increased following dovish comments released by their respective central banks and a flight-to-quality due to global growth concerns. During June, additional gains were achieved within this sector from long positions in European and U.S. fixed income futures as prices advanced as uncertainty surrounding the economic and political fallout following the U.K.’s vote to leave the European Union increased demand for the relative “safety” of government debt. Further gains were recorded during December from short positions in U.S. fixed income futures positions as prices fell after U.S. policymakers raised their expectations for rate increases during 2017. Gains within the global stock index sector were recorded during January from short Hang Seng Index futures positions as prices fell following disappointing economic data from China. Further gains in this sector were achieved during February from short positions in Asian and European equity index futures as prices moved lower amid ongoing concerns over the Chinese economy and a bearish crude oil outlook. During November and December, additional gains were achieved in this sector from long European and U.S. equity index futures as prices rose after the European Central Bank (“ECB”) extended its quantitative easing program and strong growth during 2017.

~~Item~~23 ~~6. SELECTED FINANCIAL DATA (in dollars)~~

~~Total~~The ~~trading results~~Partnership, ~~total~~through ~~expenses,~~its ~~net~~investment ~~income~~in ~~(loss)~~the ~~and~~Trading Companies, experienced a net ~~income~~trading (loss) ~~per~~before ~~Unit~~fees byand ~~Class~~expenses for the ~~years~~year ended December 31, 2015, ~~2014~~of $481, ~~2013,~~568. ~~2012~~Losses ~~and~~were ~~2011~~primarily ~~and~~attributable ~~total~~to ~~assets~~the ~~and~~Trading ~~net~~Companies’ ~~asset~~trading ~~value~~of ~~per~~Futures ~~Unit~~Interests byin ~~Class~~global asstock ofindices, ~~December~~agriculturals ~~31,~~and ~~2015~~metals, ~~2014~~which were partially offset by trading gains in energies, ~~2013~~currencies, ~~2012~~ and ~~2011~~global ~~were~~interest asrates. ~~follows:~~

	2015			2014			2013			2012			2011
Total trading results	$	(481,568	)	$	1,842,733		$	573,648		$	(1,746,715	)	$	(4,232,320	)
Total expenses		(544,266	)		(620,663	)		(811,500	)		(1,136,770	)		(1,617,019	)
Net income (loss)	$	(1,025,834	)	$	1,222,070		$	(237,852	)	$	(2,883,485	)	$	(5,849,339	)
Net income (loss) per Unit by Class
A	$	(61.14	)	$	64.11		$	(10.89	)	$	(85.02	)	$	(126.96	)
B	$	(58.72	)	$	71.18		$	(6.54	)	$	(82.21	)	$	(124.00	)
C	$	(56.00	)	$	78.66		$	(1.92	)	$	(79.21	)	$	(120.87	)
Z	$	(49.59	)	$	94.94		$	8.18		$	(72.58	)	$	(114.12	)
Total assets	$	13,597,171		$	18,522,100		$	21,942,923		$	29,088,508		$	38,832,374
Net asset value per Unit by Class
A	$	904.95		$	966.09		$	901.98		$	912.87		$	997.89
B	$	943.89		$	1002.61		$	931.43		$	937.97		$	1020.18
C	$	984.49		$	1,040.49		$	961.83		$	963.75		$	1,042.96
Z	$	1,070.96		$	1,120.55		$	1,025.61		$	1017.43		$	1,090.01

The most significant losses were recorded within the global stock index sector during January, May, June, and December from long U.S. and European equity index futures positions as prices declined due to concerns associated with slowing global economic growth, the Greek financial crisis, and a stronger U.S. dollar. In the agricultural sector, losses were incurred during January from long cocoa futures positions as prices declined following reports of waning demand amid slowing global growth and a decrease in disposable income. Additional losses were recorded during April and September from short sugar futures positions as prices climbed higher on concern that rain would damage the sugar crop and disrupt the harvest in Brazil, the world’s top sugar producer. Further losses in the agricultural markets were experienced during the second half of June from short corn and wheat futures positions as prices rose due to crop concerns following heavy rainfall in the U.S. Midwest. Losses in this sector during December were recorded from short coffee futures positions as prices increased amid dryness concerns as rainfall totals were below normal in Brazil’s coffee growing regions. Within the metals complex, losses were primarily recorded in March and June from long positions in palladium futures as prices fell dramatically on weakening demand from China, increasing supplies, and a strengthening U.S. dollar. Additional losses in metals during March and May were experienced from long positions in nickel and tin futures contracts as prices declined amid disappointing economic data in China, the world’s top consumer of the metals. Losses in this sector during the second half of December were recorded from short copper futures positions as prices increased amid speculation that supply conditions in China may stabilize into 2016 as some producers start to scale back output. The Partnership’s losses for the year were offset by gains experienced within the energy complex during January, as well as throughout the second half of the year, from short positions in crude oil and oil related products as prices fell due to high production in the U.S. and Middle East, which added to a growing global supply glut. Within the currency sector, gains were achieved during the first two quarters from short euro positions versus the U.S. dollar as the value of the euro decreased due to economic stimulus programs introduced by the ECB and investor anxiety regarding the Greek financial crisis. Additional gains in this sector were achieved during January and July from short Canadian dollar positions versus the U.S. dollar as “commodity currencies” were pressured lower as global commodities prices fell. During November, further gains in this sector were experienced from short positions in the euro versus the U.S. dollar as the relative value of the euro decreased after the U.S. Federal Reserve’s (the “Fed”) October minutes pointed to an increased likelihood of a rate hike during December, while in the Eurozone, consensus pointed to additional stimulus. In the global interest rate sector, gains were recorded primarily during January and July from long European and Canadian fixed income futures positions as prices advanced after the central banks in both the European Union and Canada announced stimulus measures to combat widespread deflationary concerns and slowing economic growth. Additional gains were recorded in this sector during the third quarter from long positions in global fixed income futures as prices increased amid speculation and ultimate verification that the Fed and ECB would maintain a dovish monetary policy.

27The Partnership, through its investment in the Trading Companies, experienced a net trading gain before fees and expenses for the year ended December 31, 2014 of $1,842,733. Gains were primarily attributable to the Trading Companies’ trading of Futures Interests in global interest rates, currencies, agriculturals and energies, which were partially offset by losses in global stock indices and metals.

~~Table~~The most significant gains were achieved within the global interest rate sector during January, May, August, and throughout the fourth quarter from long fixed income futures positions as prices rose amid central banks globally maintaining loose monetary policies to stimulate economic growth and stem deflation. Fixed income futures found additional support during the year as geopolitical tensions increased demand for the relative “safety” of ~~Contents~~government debt. Within the currency sector, gains were achieved during May and the second half of the year from short positions in the Japanese yen and euro versus the U.S. dollar as diverging central bank policy paths contributed to a strengthening U.S. dollar. The Bank of Japan and the ECB both focused on keeping interest rates low, while the Fed indicated higher interest rates, which benefited the Partnership’s short non-U.S. dollar currency positions. Within the agricultural sector, gains were experienced during the majority of the first half of the year from long positions in cocoa futures as prices rallied after industry reports indicated that the global supply shortfall would continue for the foreseeable future. Additional gains were achieved in this sector during the third quarter from short positions in corn, soybean, and wheat futures as prices declined as favorable growing conditions in the U.S. Midwest increased speculation that crop totals would reach record levels. In the energy complex, gains were recorded from long positions in crude oil futures as prices rallied during the first half of June due to concern that tensions in Iraq would curtail oil exports from OPEC’s second largest oil producer. Additional gains were recorded during September through December from short positions in crude oil and its related contracts as prices moved lower as U.S. oil production advanced to record levels and after OPEC decided not to reduce crude oil production amid a global supply surplus. A portion of the Partnership’s gains during the year were partially offset by losses recorded within the global stock index sector during January from long positions in U.S., European, and Asian equity index futures as prices declined after disappointing economic growth in China and the Fed’s announcement to further taper its quantitative easing program. Additional losses were incurred during September, October, and December from long positions in U.S., European, and Asian equity index futures as prices fell as a decline in the energy complex, the Russian ruble crisis, and uncertainty in European monetary policy all fueled a general risk reduction in stocks. Within the metals sector, losses were recorded during a majority of the first half of the year and December from long and short gold futures positions as prices whipsawed following geopolitical concerns in emerging markets, Ukraine, and the Middle East, which caused investor anxiety and sporadic demand for “safe-haven” assets.

~~Item~~24 ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

AsFor offurther ~~December 31,~~sector ~~2015~~trading information, ~~the~~please ~~percentage~~refer ofto ~~assets~~the ~~allocated~~Partnership’s Financial toStatements ~~each~~for ~~market~~the ~~sector~~year ~~was~~ended ~~approximately~~December 31, as2016, ~~follows:~~which ~~Interest~~are ~~Rate~~included ~~15.1%; Currency~~in 40“Item 8.~~9%;~~ ~~Equity~~Financial ~~9.7%;~~Statements and ~~Commodity~~Supplementary 34Data.3%” of this Form 10-K.

~~Liquidity. MS&Co.~~The ~~and its affiliates act as custodians of each Trading Company~~Partnership’s ~~assets~~income ~~pursuant to customer agreements~~ and ~~foreign~~losses ~~exchange customer agreements. The Partnership allocates substantially all of its assets to multiple Trading Companies. Such assets~~ are ~~deposited~~allocated inamong ~~the Trading Companies’ trading accounts with MS&Co. or~~ its ~~affiliates.~~partners ~~The funds in such accounts are available~~ for ~~margin~~income ~~and~~tax are used to engage in Futures Interest trading pursuant to instructions provided by the Trading Advisors. The assets are held either in non-interest bearing bank accounts or in securities and instruments permitted by the CFTC for investment of customer segregated or secured funds. Since the Partnership’s sole purpose is to trade Futures Interests indirectly through the investment in the Trading Companies, it is expected that the Trading Companies will continue to own such liquid assets for margin purposes.

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

~~There is no limitation on daily price movements in trading forward contracts on foreign currencies.~~ The ~~markets~~ ~~for~~Partnership ~~some~~does ~~world~~not ~~currencies~~ have ~~low~~any ~~trading~~off-balance ~~volume~~sheet ~~and are illiquid~~arrangements, ~~which~~nor ~~may~~does ~~prevent~~it ~~the~~have ~~Trading~~contractual ~~Companies~~obligations ~~from trading in potentially profitable markets~~ or ~~prevent the Trading Companies from promptly liquidating unfavorable positions in~~commercial ~~such~~commitments ~~markets, subjecting them~~ to ~~substantial~~make ~~losses.~~future ~~Either of these market conditions could result in restrictions on redemptions. For the periods covered by this report~~payments, ~~illiquidity~~that ~~has~~would ~~not~~affect ~~materially~~its ~~affected~~liquidity ~~the~~or ~~Partnership’s~~capital ~~assets~~resources.

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

AsThe ofTrading ~~December 31~~Companies, ~~2015~~on behalf of the Partnership, ~~approximately~~are ~~69.5%~~party to financial instruments with elements of ~~the~~off-balance-sheet ~~Partnership’s~~market ~~total~~and ~~investment~~credit ~~exposure~~risk. isThe inTrading Companies trade futures contracts, ~~which~~options ~~are~~on ~~exchange-traded~~futures ~~while~~contracts ~~approximately~~and 30forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products.5% isIn inentering ~~forward~~into these contracts, ~~which~~the Trading Companies (and, indirectly, the Partnership) are ~~off-exchange-traded~~subject to the market risk that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the positions held by the Trading Companies, on behalf of the Partnership, at the same time, and the Trading Advisors were unable to offset positions of the Trading Companies, the Partnership (through its investment in the Trading Companies) could lose all of its assets and the limited partners would realize a loss equal to 100% of their capital accounts.

~~Capital~~In ~~Resources. The~~addition ~~Partnership~~to ~~does~~the ~~not~~Trading ~~have,~~Advisors’ ~~nor~~internal ~~does~~controls, iteach ~~expect~~Trading toAdvisor ~~have,~~must ~~any~~comply ~~capital~~with ~~assets. Redemptions,~~the Trading ~~exchanges,~~Company’s (and, ~~sales~~indirectly, ~~of Units in~~ the ~~future~~Partnership’s) ~~will~~trading ~~affect~~policies ~~the~~that ~~amount~~include ofstandards ~~funds available~~ for ~~investments~~liquidity inand ~~Futures~~leverage ~~Interests~~that inmust ~~subsequent~~be ~~periods~~maintained. It isThe ~~not~~Trading ~~possible~~Advisors toand ~~estimate~~Ceres monitor the ~~amount,~~Trading ~~and~~Companies’ ~~therefore~~trading ~~the~~activities ~~impact,~~to ofensure compliance ~~future~~with ~~inflows~~the ~~and outflows~~trading ofpolicies, ~~Units.~~and ~~There~~Ceres ~~are~~can norequire ~~known~~a ~~material~~Trading ~~trends,~~Advisor ~~favorable~~to ormodify ~~unfavorable,~~positions ~~that~~of ~~would~~the ~~affect,~~applicable ~~nor~~Trading ~~any~~Company ~~expected~~if ~~material~~Ceres ~~changes~~believes tothey violate the ~~Partnership~~Trading Company’s ~~capital~~trading ~~resource arrangements at the present time~~policies.

~~Results~~Credit ofRisk ~~Operations~~

~~General. The~~In ~~Partnership’s~~addition to ~~results~~market ~~depend~~risk, onin ~~the~~entering into Futures Interests contracts, there is a credit risk to each Trading ~~Advisors~~Company (and, indirectly, the ~~ability~~Partnership) ofthat ~~each~~the ~~Trading~~counterparty ~~Advisor’s trading~~on ~~program~~a tocontract ~~take~~will ~~advantage~~not ofbe ~~price~~able ~~movements~~to inmeet ~~the~~its ~~futures,~~obligations ~~forwards~~to ~~and~~the ~~options~~Trading ~~markets~~Company. The ultimate ~~following~~counterparty ~~presents~~or aguarantor ~~summary~~ of ~~the~~each ~~Partnership’s~~Trading ~~operations~~Company for ~~each~~Futures ofInterests ~~the~~contracts ~~three~~traded ~~years~~ in the ~~period~~U.S., ~~ended~~and ~~December 31,~~most ~~2015,~~foreign ~~and~~exchanges ~~a general~~on ~~discussion~~which ofthe ~~its~~Trading ~~trading~~Companies ~~activities~~trade, ~~during~~is ~~each~~the ~~period~~clearinghouse associated with such exchange. ItIn general, a clearinghouse is ~~important~~backed toby ~~note,~~the ~~however,~~membership ~~that~~of the ~~Trading~~exchange ~~Advisors~~and ~~trade~~will act in ~~various~~the ~~markets~~event atof ~~different~~non-performance ~~times~~by ~~and~~one ~~that~~of ~~prior~~its ~~activity~~members inor aone ~~particular~~of ~~market~~its ~~does~~member’s ~~not~~customers, ~~mean~~which ~~that~~should ~~such~~significantly ~~market~~reduce this credit risk. There is no assurance that a clearinghouse, exchange, or other exchange member will bemeet ~~actively~~its ~~traded~~obligations byto ~~the~~a Trading ~~Advisors~~Company, orand Ceres and the commodity brokers will benot ~~profitable~~indemnify inany ~~the~~Trading ~~future.~~Company ~~Consequently~~(and, indirectly, the ~~results~~Partnership) ofagainst ~~operations~~a ofdefault by such parties. Further, the ~~Partnership~~law ~~are~~is ~~difficult~~unclear as to ~~discuss~~whether ~~other~~a ~~than~~commodity inbroker ~~the~~has ~~context~~any ofobligation ~~the~~to ~~Trading~~protect ~~Advisors’~~its ~~trading~~customers ~~activities~~from ~~on behalf~~loss ofin the ~~Partnership~~event ~~during~~of ~~the~~an ~~period~~exchange inor ~~question.~~clearinghouse ~~Past~~defaulting ~~performance~~on istrades noeffected ~~guarantee~~for ofthe ~~future~~broker’s ~~results~~customers.

28In cases where a Trading Company, on behalf of the Partnership, trades off-exchange forward contracts with a counterparty, the sole recourse of the Trading Company, on behalf of the Partnership, will be the forward contract’s counterparty.

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

~~The~~Second, the Partnership’s ~~results~~trading ofpolicies ~~operations~~limit ~~set forth in~~ the ~~financial~~amount ~~statements are prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America~~its ~~(“GAAP”),~~net ~~which~~assets ~~require the use of certain accounting policies~~ that ~~affect~~can ~~the~~be ~~amounts~~committed ~~reported~~at inany ~~these~~given ~~financial~~time ~~statements, including the~~to ~~following:~~futures ~~the~~ contracts ~~that~~by the Trading Companies ~~trade~~and ~~are~~require ~~accounted for on~~ a ~~trade-date~~minimum ~~basis~~amount ~~and~~of ~~marked~~diversification toin ~~market~~the onPartnership’s a(through ~~daily~~the ~~basis.~~Trading ~~The~~Companies) ~~difference~~trading, ~~between~~usually ~~their~~over ~~original~~several ~~contract~~different ~~value~~products and ~~fair~~exchanges. ~~value~~Historically, isthe ~~recorded~~Partnership’s (through on the Trading Companies~~’ Statements~~) ofexposure ~~Income~~to ~~and~~any ~~Expenses~~one asexchange ~~“Net~~has ~~change~~typically inamounted ~~unrealized~~to ~~gains~~only ~~(losses)~~a onsmall ~~open~~percentage ~~contracts”~~of ~~for~~its ~~open~~total ~~contracts,~~net assets and, ~~recorded as “Net realized gains (losses)~~ on ~~closed~~those ~~contracts”~~relatively ~~when~~few ~~open~~occasions ~~positions~~where ~~are~~the ~~closed~~Partnership’s ~~out.~~(through ~~The sum of these amounts constitutes~~ the Trading Companies’) ~~trading~~credit exposure ~~results.~~climbs ~~The~~above ~~fair~~such ~~value~~level, ofCeres adeals ~~futures~~with ~~contract is~~ the ~~settlement~~situation ~~price~~ on ~~the exchange on which that futures contract is traded on~~ a ~~particular~~case ~~day.~~by ~~The~~case ~~fair~~basis, ~~value~~carefully ofweighing awhether ~~foreign currency forward contract is extrapolated on a forward basis from~~ the ~~prices~~increased ~~quoted~~level as of ~~approximately~~credit ~~3:00~~exposure ~~P.M.~~remains (Eappropriate.~~T.),~~ ~~the close of the business day.~~

~~Ceres~~Third, ~~believes~~with ~~that,~~respect ~~based~~to onforward contract trading, the ~~nature~~Trading ofCompanies, ~~the~~on ~~operations~~behalf of the Partnership, notrade ~~assumptions~~with ~~relating~~only tothose counterparties ~~the~~which ~~application~~Ceres, oftogether ~~critical accounting~~with ~~policies~~MS&Co., ~~other~~has ~~than~~determined ~~those~~to be creditworthy. The Trading Companies presently ~~used~~deal ~~could~~with ~~reasonably~~MS&Co. ~~affect~~as ~~reported~~the ~~amounts~~sole counterparty on all trading of foreign currency forward contracts.

~~Year~~For ~~Ended~~additional information, see the “Financial Instruments of the Trading Companies” section under “Notes to Financial Statements” in the Partnership’s Annual Report to Limited Partners for the year ended December 31, ~~2015~~2016, which is incorporated by reference to Exhibit 13.01 of this Form 10-K.

~~The~~Inflation ~~Partnership~~has ~~recorded~~not been a ~~loss~~major infactor ~~total trading results of $481,568 and expenses totaling $544,266, resulting~~ in ~~a net loss of $1,025,834 for~~ the ~~year ended December 31, 2015. The~~ Partnership’s ~~net asset value per Unit by Class is provided in the table below~~operations.

Class	NAV per Unit at 12/31/15		NAV per Unit at 12/31/14
A		$904.95		$966.09
B		$943.89		$1,002.61
C		$984.49		$1,040.49
Z		$1,070.96		$1,120.55

~~Total~~Critical ~~subscriptions~~Accounting ~~and~~Policies redemptions across all Classes for the year ended December 31, 2015 were $227,500 and $3,953,815, respectively, and the Partnership’s ending capital was $13,521,526 at December 31, 2015, a decrease of $4,752,149 from the ending capital of $18,273,675 at December 31, 2014.

~~During~~The ~~the~~preparation ~~year,~~of ~~the~~financial ~~Partnership~~statements ~~posted a loss~~ in ~~Net~~conformity ~~Asset~~with ~~Value~~GAAP ~~per~~requires ~~Unit as trading losses in~~ the ~~global~~General ~~stock~~Partner ~~indices,~~to ~~agriculturals,~~make ~~and metals~~estimates ~~offset trading gains in energies, currencies,~~ and ~~global~~assumptions that ~~interest~~affect ~~rates. The most significant losses were recorded within~~ the ~~global~~reported ~~stock~~amounts ~~index~~of ~~sector~~assets ~~during~~and ~~January,~~liabilities ~~May, June,~~ and ~~December~~disclosures ~~from~~of ~~long~~contingent ~~U.S.~~assets and ~~European~~liabilities ~~equity~~at ~~index~~the ~~futures positions~~date asof ~~prices declined due to concerns associated with slowing global economic growth,~~ the ~~Greek~~ financial ~~crisis,~~statements and ~~a stronger U.S. dollar. In~~ the ~~agricultural~~reported ~~sector,~~amounts ~~losses were incurred during January from long cocoa futures positions as prices declined following reports~~ of ~~waning demand amid slowing global growth and a decrease in disposable~~ income. ~~Additional losses were recorded during April~~ and ~~September~~expenses from short sugar futures positions as prices climbed higher on concern that rain would damage the sugar crop and disrupt the harvest in Brazil, the world’s top sugar producer. Further losses in the agricultural markets were experienced during the ~~second~~reporting ~~half of June from short corn and wheat futures positions as prices rose due to crop concerns following heavy rainfall in the U~~period.S. As ~~Midwest.~~a ~~Losses in this sector during December were recorded from short coffee futures positions as prices increased amid dryness concerns as rainfall totals were below normal in~~result, ~~Brazil’s~~actual ~~coffee~~results ~~growing~~could ~~regions.~~differ ~~Within the metals complex, losses were primarily recorded in March and June~~ from ~~long~~these ~~positions in palladium futures as prices fell dramatically on weakening demand from China, increasing supplies, and a strengthening U~~estimates.S. A ~~dollar.~~summary ~~Additional~~of ~~losses in metals during March and May were experienced from long positions in nickel and tin futures contracts as prices declined amid disappointing economic data in China,~~ the ~~world~~Partnership’s ~~top~~significant ~~consumer~~accounting ofpolicies ~~the metals.~~is ~~Losses~~described in ~~this~~Note ~~sector~~2 ~~during~~to the second half of December were recorded from short copper futures positions as prices increased amid speculation that supply conditions in China may stabilize into 2016 as some producers start to scale back output. The Partnership’s ~~losses~~financial ~~for~~statements ~~the~~which ~~year~~is ~~were~~incorporated ~~offset~~ by ~~gains~~reference ~~experienced within the energy complex during January, as well as throughout the second half of the year, from short positions in crude oil and oil related products as prices fell due~~ to ~~high~~Exhibit ~~production in the U~~13.S.01 and Middle East, which added to a growing global supply glut. Within the currency sector, gains were achieved during the first two quarters from short euro positions versus the U.S. dollar as the value of ~~the~~ ~~euro decreased due to economic stimulus programs introduced by the European Central Bank (the “ECB”) and investor anxiety regarding the Greek financial crisis. Additional gains in~~ this ~~sector~~Form ~~were achieved during January and July from short Canadian dollar positions versus the U~~10-K.S. dollar as “commodity currencies” were pressured lower as global commodities prices fell. During November, further gains in this sector were experienced from short positions in the euro versus the U.S. dollar as the relative value of the euro decreased after the U.S. Federal Reserve’s (the “Fed”) October minutes pointed to an increased likelihood of a rate hike

29The Partnership’s most significant accounting policy is the valuation of its investment in the Trading Companies. The fair value of the investment in the Trading Companies is determined based on (1) the Partnership’s net contribution to each Trading Company and (2) the Partnership’s allocated share of the undistributed profits and losses, including realized gains/losses and the net change in unrealized gains/losses, of each Trading Company.

~~Table~~Additionally, the Trading Companies’ investments in futures, option and forward contracts and U.S. Treasury bills, as applicable, are carried at fair value. The fair value of ~~Contents~~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.

~~during~~As of December 31, ~~while~~2016 inand ~~the Eurozone~~September 30, ~~consensus pointed to additional stimulus. In the global interest rate sector~~2016, ~~gains were recorded primarily during January and July from long European and~~the ~~Canadian~~allocations ~~fixed~~between ~~income futures positions as prices advanced after~~ the ~~central~~Trading ~~banks~~Companies ~~in both the European Union and Canada announced stimulus measures to combat widespread deflationary concerns and slowing economic growth. Additional gains~~ were ~~recorded~~ ~~in this sector during the third quarter from long positions in global fixed income futures~~ as ~~prices~~follows: ~~increased amid speculation and ultimate verification that the Fed and ECB would maintain a dovish monetary policy.~~

Year Ended December 31, 2014


	Allocation	Allocation
	as of	as of
Trading Company	12/31/2016	9/30/2016

Boronia I, LLC	40.5%	38.7%
TT II, LLC	29.0%	30.6%
Aspect I, LLC	30.5%	30.7%

~~The Partnership recorded a gain in total trading results of $1,842,733 and expenses totaling $620,663, resulting in net income of $1,222,070 for the year ended December~~Item ~~31, 2014~~7A. ~~The~~Quantitative ~~Partnership’s~~and ~~net~~Qualitative ~~asset~~Disclosures ~~value~~About ~~per~~Market ~~Unit by Class is provided in the table below~~Risk.

Class	NAV per Unit at 12/31/14		NAV per Unit at 12/31/13
A		$966.09		$901.98
B		$1,002.61		$931.43
C		$1,040.49		$961.83
Z		$1,120.55		$1,025.61

All of the Partnership’s assets are subject to the risk of trading loss through its investment in the Trading Companies, each of which invests substantially all of its assets in the trading program of an unaffiliated Trading Advisor. The market-sensitive instruments held by the Trading Companies are acquired for speculative trading purposes, and substantially all of the respective Trading Companies’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market-sensitive instruments is integral, not incidental, to the Trading Companies’ main line of business.

~~Total~~The ~~subscriptions~~Futures Interests traded by the Trading Companies and ~~redemptions~~U.S. ~~across~~Treasury ~~all~~bills ~~Classes~~held ~~for~~by the ~~year~~Trading ~~ended~~Companies ~~December 31,~~involve ~~2014~~varying degrees ~~were~~of ~~$938,035 and~~related $5market risk. Market risk is often dependent upon changes in the level or volatility of interest rates,~~193,262,~~ ~~respectively~~exchange rates, and prices of financial instruments and commodities. These factors result in frequent changes in the ~~Partnership’s~~fair ~~ending~~value of ~~capital~~the ~~was~~Trading ~~$18,273,675~~Companies’ atopen ~~December 31~~positions, ~~2014~~and consequently in their earnings, awhether ~~decrease~~realized ofor $3unrealized,~~033,157~~ ~~from~~and ~~the~~cash ~~ending~~flow. ~~capital~~Gains and losses on open positions of ~~$21~~exchange-traded futures,~~306,832~~ atexchange-traded ~~December 31~~forward, ~~2013~~and exchange-traded futures-styled option contracts and forward currency option contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts and forward currency option contracts are settled upon termination of the contract.

During the year, the Partnership posted a gain in net asset value per Unit as trading profits in global interest rates, currencies, agriculturals, and energies more than offset losses in the global stock indices and metals sectors. The ~~most~~total ~~significant~~market ~~gains~~risk ~~were~~of ~~achieved within~~ the ~~global~~respective ~~interest~~Trading ~~rate~~Companies ~~sector~~may ~~during~~increase ~~January,~~or ~~May,~~decrease ~~August, and throughout the fourth quarter from long fixed income futures positions~~ as ~~prices~~it ~~rose~~is ~~amid central banks globally maintaining loose monetary policies to stimulate economic growth and stem deflation. Fixed income futures found additional support during the year as geopolitical~~influenced ~~tensions~~by ~~increased~~a ~~demand~~wide ~~for~~variety ~~the relative “safety”~~ of ~~government~~factors, ~~debt. Within the currency sector~~including, ~~gains~~but ~~were~~not ~~achieved~~limited ~~during May and the second half of the year from short positions in the Japanese yen and euro versus the U.S. dollar as diverging central bank policy paths contributed~~ to ~~a strengthening U.S. dollar. The Bank of Japan and the ECB both focused on keeping interest rates low~~, ~~while~~ the ~~Fed~~diversification ~~indicated~~among ~~higher interest rates, which benefited~~ the ~~Fund~~Trading Companies’s ~~short~~open ~~non-U.S. dollar currency~~ positions~~. Within the agricultural sector~~, ~~gains were experienced during~~ the ~~majority~~volatility ofpresent ~~the~~within ~~first half of~~ the year from long positions in cocoa futures as prices rallied after industry reports indicated that the global supply shortfall would continue for the foreseeable future. Additional gains were achieved in this sector during the third quarter from short positions in cornmarkets, ~~soybean,~~ and ~~wheat futures as prices declined as favorable growing conditions in~~ the ~~U.S. Midwest~~liquidity ~~increased~~of ~~speculation that crop totals would reach record levels. In~~ the energy complex, gains were recorded from long positions in crude oil futures as prices rallied during the first half of June due to concern that tensions in Iraq would curtail oil exports from OPEC’s second largest oil producermarkets. Additional gains were recorded during September through December from short positions in crude oil and its related contracts as prices moved lower as U.S. oil production advanced to record levels and after OPEC decided not to reduce crude oil production amid a global supply surplus.

30The face value of the market sector instruments held by the Trading Companies is typically many times the applicable margin requirements. Margin requirements generally range between 2% and 15% of contract face value. Additionally, the use of leverage causes the face value of the market sector instruments held by the Trading Companies typically to be many times the total capitalization of the Trading Companies.

~~Table~~26 ~~of Contents~~

AThe ~~portion of the~~ Partnership’s ~~gains~~and ~~during~~ the ~~year~~Trading ~~were~~Companies’ ~~partially~~past ~~offset~~performance byare ~~losses~~no ~~recorded~~guarantee ~~within~~of ~~the~~their ~~global~~future ~~stock~~results. ~~index~~Any ~~sector~~attempt ~~during~~to ~~January~~numerically ~~from~~quantify ~~long~~the ~~positions~~Trading inCompanies’ ~~U.S.,~~market ~~European,~~risk ~~and~~is ~~Asian~~limited ~~equity~~by ~~index~~the ~~futures~~uncertainty asof ~~prices~~their ~~declined~~speculative ~~after~~trading. ~~disappointing~~The ~~economic~~Trading ~~growth~~Companies’ inspeculative ~~China~~trading and ~~the~~use ~~U.S.~~of ~~Federal~~leverage ~~Reserve’s~~may ~~announcement to~~cause ~~further~~future ~~taper its quantitative easing program. Additional~~ losses ~~were incurred during September, October,~~ and ~~December~~volatility ~~from long positions in U~~(i.Se., ~~European,~~“risk ~~and~~of ~~Asian~~ruin”) ~~equity~~that ~~index~~far ~~futures~~exceed asthe ~~prices~~Trading ~~fell~~Companies’ asexperiences ato ~~decline~~date inas ~~the~~discussed ~~energy~~under ~~complex,~~ the ~~Russian~~ ~~ruble~~“Trading ~~crisis,~~Companies’ ~~and~~Value ~~uncertainty~~at inRisk ~~European monetary policy all fueled a general risk reduction~~ in ~~stocks.~~Different ~~Within~~Market ~~the~~Sectors” ~~metals~~section ~~sector, losses were recorded during a majority of the first half of the year~~ and ~~December from long and short gold~~ ~~futures~~significantly ~~positions~~exceed ~~as prices whipsawed following geopolitical concerns in emerging markets, Ukraine, and~~ the ~~Middle~~Value ~~East,~~at ~~which~~Risk ~~caused~~tables ~~investor~~disclosed ~~anxiety and sporadic demand for “safe-haven” assets~~below.

~~Year~~Limited ~~Ended~~partners ~~December 31,~~will ~~2013~~not be liable for losses exceeding the current net asset value of their investment.

~~The Partnership~~Quantifying ~~recorded a gain in total trading results of $573,648 and expenses totaling $811,500, resulting in a net loss of $237,852 for~~ the ~~year~~Trading ~~ended December 31, 2013. The Partnership~~Companies’s ~~net~~Trading ~~asset~~Value ~~value~~at ~~per~~Risk ~~Unit by Class is provided in the table below.~~

Class	NAV per Unit at 12/31/13		NAV per Unit at 12/31/12
A		$901.98		$912.87
B		$931.43		$937.97
C		$961.83		$963.75
Z		$1,025.61		$1,017.43

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

~~Total~~The ~~subscriptions~~Trading ~~and~~Companies ~~redemptions~~account ~~across~~for ~~all~~open ~~share~~positions ~~Classes~~on ~~for~~ the ~~year~~basis ~~ended~~of ~~December 31,~~fair ~~2013,~~value ~~were $381,504~~accounting ~~and~~principles. ~~$6,955,142,~~Any loss ~~respectively,~~in ~~and~~ the ~~Partnership’s~~market ~~ending~~value ~~capital~~of ~~was~~the ~~$21,306,832~~Trading atCompanies’ ~~December 31,~~open ~~2013,~~positions ais ~~decrease~~directly ofreflected ~~$6,811,490~~in ~~from~~ the ~~ending~~Trading ~~capital~~Companies’ ofearnings ~~$28,118,322~~and atcash ~~December 31, 2012~~flow.

~~During~~The ~~the~~Trading ~~year,~~Companies’ ~~the~~risk ~~Partnership~~exposure ~~recorded trading gains~~ in ~~global stock indices, agriculturals, currencies, and metals. These gains were mitigated by trading losses in~~ the ~~energy~~market ~~and global interest rate~~ sectors. ~~The~~traded ~~most significant gains were achieved within global stock indices from long futures positions during the majority of the year as equity prices were pushed higher~~ by ~~an aggressive Japanese economic stimulus package, a stabilizing euro-zone economy, and continued economic growth in~~ the ~~U.S.~~Trading InAdvisors ~~agriculturals~~is ~~trading,~~estimated ~~gains~~below were achieved during June and July from short soybean futures positions as prices decreased due to favorable weather for planting and high crop yields. Additional gains were experienced from short wheat futures positions during February and December as prices decreased on rising inventories and slowing demand. Further gains were recorded in ~~the~~ ~~agricultural~~terms sector from short corn futures positions during September through November, short coffee futures positions in October, and long positions in cocoa futures during July, September, and November. Within the currency markets, gains were achieved primarily during January, November, and December from short positions in the Japanese yen versus the U.S. dollar, Canadian dollar, euro, and Australian dollar as the value of ~~the yen declined on speculation the Bank of Japan would ease~~ ~~monetary~~Value ~~policy~~at ~~considerably~~Risk. ~~Smaller~~Please ~~currency~~note ~~gains~~that ~~were recorded during March from positions in~~ the ~~Mexican~~Value ~~peso~~at ~~and~~Risk ~~euro.~~model ~~Within~~is ~~the~~used ~~metals~~to ~~complex,~~quantify ~~gains~~market ~~were~~risk ~~experienced~~for ~~primarily~~historic inreporting ~~the~~purposes ~~second~~only ~~quarter from short positions in gold~~ and ~~silver futures~~is asnot ~~precious~~utilized metals prices fell sharply on fears Cyprus and other crisis-hit countries might be forced to sell their gold reserves and on speculation the Fed might scale back its monetary stimulus program. A portion of the Partnership’s trading gains recorded during the year was offset by ~~trading~~either ~~losses~~Ceres ~~incurred~~or ~~within~~ the ~~energy~~Trading ~~markets~~Advisors ~~primarily during February, May, June, and September. During February, long futures positions~~ in ~~crude~~their ~~oil~~daily ~~and~~risk ~~its~~management ~~related products resulted in losses as prices fell sharply following news the U~~activities.S. economy grew less than economists expected. During May, losses were recorded from long positions in natural gas futures as prices declined towards the end of the month on forecasts of mild weather and larger-than-expected U.S. inventories. Additional energy losses were experienced during June from short futures positions in crude oil and its related products as prices rose after the Syrian conflict spurred concern that the flow of supplies from the Middle East might be disrupted. In September, losses were recorded in the energy sector from long crude oil and gasoline futures as prices declined after tensions in the Middle East eased and amid concern regarding the impact a U.S. government shutdown would have on demand. Within the global interest rate sector, losses were experienced primarily during January and May. During January, long positions in U.S. and European fixed income futures resulted in losses aw prices fell amid positive economic reports and after European losses as prices fell amid positive economic reports and after European Central Bank President Mario Draghi said the euro-area economy should gradually recover during 2013. During May, losses were experienced from long positions in U.S. and European fixed income futures as prices moved lower following a positive U.S. employment report, a rise in German economic sentiment, and following comments by Federal Reserve Bank Chairman Bernanke that the U.S. central bank might taper its bond-buying program.

31Value at Risk is a measure of the maximum amount which each Trading Company could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of each Trading Company’s speculative trading and the recurrence of market movements far exceeding expectations in the markets traded by the Trading Companies could result in actual trading or non-trading losses far beyond the indicated Value at Risk of each Trading Company’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Trading Companies’ losses in any market sector will be limited to Value at Risk or by the Trading Companies’ attempts to manage their respective market risk.

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

~~For~~The ~~further~~Trading ~~sector trading information, please refer to the Partnership~~Companies’s ~~Financial Statements~~Value ~~for~~at ~~the~~Risk ~~year ended December 31, 2015, which are referenced~~ in ~~Item~~Different 8.Market Sectors ~~Financial Statements and Supplementary Data of this Form 10-K.~~

As of December 31, 2016, Aspect I, LLC’s total capitalization was $19,475,799. The Partnership owned approximately 14.4% of Aspect I, LLC. As of December 31, 2016, Aspect I, LLC’s ~~income~~Value ~~and~~at ~~losses~~Risk ~~are~~for ~~allocated~~its ~~among~~assets ~~its~~(including ~~partners~~the portion of the Partnership’s assets allocated to Aspect for ~~income~~trading) ~~tax~~was ~~purposes.~~as follows:

Off-Balance Sheet Arrangements and Contractual Obligations.


	December 31, 2016				Twelve Months Ended December 31, 2016
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	1,301,999		6.69%	$	2,245,930	$	554,999	$	1,326,573
Interest Rates		469,106		2.41		949,427		303,876		545,132
Equity		862,272		4.43		1,090,398		166,295		501,941
Commodity		612,014		3.14		1,105,657		382,159		673,799

Total	$	3,245,391		16.67%

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

~~Market~~27 ~~Risk~~

~~The~~As ~~Trading Companies, on behalf~~ of ~~the Partnership, are party to financial instruments with elements of off-balance-sheet market and credit risk.~~December ~~The Trading Companies trade futures contracts~~31, ~~options on futures contracts and forward contracts on physical commodities and other commodity interests~~2015, ~~including,~~Aspect ~~but not limited to~~I, ~~foreign~~LLC’s ~~currencies,~~total ~~financial~~capitalization ~~instruments, metals,~~was ~~energy~~$19, ~~and agricultural products~~472,503. In ~~entering~~The ~~into these contracts, the Trading Companies (and, indirectly, the~~ Partnership) ~~are~~owned ~~subject~~approximately to11.5% ~~the~~of ~~market~~Aspect ~~risk that such contracts may be significantly influenced by market conditions~~I, ~~such as interest rate volatility, resulting in such contracts being less valuable~~LLC. If ~~the~~As ~~markets should move against all~~ of ~~the positions held by the Trading Companies~~December 31, ~~on behalf of the Partnership~~2015, atAspect ~~the same time~~I, ~~and~~LLC’s ~~the~~Value ~~Trading~~at ~~Advisors~~Risk ~~were unable~~for toits ~~offset~~assets ~~positions~~(including of the ~~Trading~~portion ~~Companies,~~of the Partnership’s ~~(through its investment in the Trading Companies) could lose all of its~~ assets ~~and~~allocated ~~the limited partners would realize a loss equal~~ to ~~100%~~Aspect offor ~~their~~trading) ~~capital~~was ~~accounts.~~as follows:

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


	December 31, 2015				Twelve Months Ended December 31, 2015
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	1,100,415		5.65%	$	1,704,974	$	105,953	$	912,533
Interest Rates		408,014		2.10		663,330		175,575		410,358
Equity		308,907		1.59		565,355		114,229		315,138
Commodity		1,237,294		6.35		1,464,866		424,670		788,553

Total	$	3,054,630		15.69%

~~Credit~~* ~~Risk~~Annual average of daily Values at Risk.

InAs ~~addition~~of ~~to market risk~~December 31, in ~~entering into futures~~2016, ~~forward~~TT ~~and option contracts~~II, ~~there~~LLC’s istotal acapitalization ~~credit~~was ~~risk to each Trading Company (and~~$295, ~~indirectly~~760,029. ~~the~~The Partnership) ~~that~~owned ~~the counterparty on a contract will not be able to meet its obligations to the Trading Company~~approximately 0.9% ~~The ultimate counterparty or guarantor~~ of ~~each~~TT ~~Trading Company for futures~~II, ~~forward~~LLC. ~~and~~As ~~option~~of ~~contracts traded in the United States~~December 31, ~~and most foreign exchanges on which the Trading Companies trade~~2016, isTT ~~the clearinghouse associated with such exchange. In general~~II, ~~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~~LLC’s ~~customers,~~Value ~~which~~at ~~should~~Risk ~~significantly~~for ~~reduce this credit risk. There is no assurance that a clearinghouse, exchange, or other exchange member will meet~~ its ~~obligations~~assets to(including ~~a Trading Company, and Ceres and~~ the ~~commodity~~portion ~~brokers~~of ~~will not indemnify any Trading Company (and, indirectly,~~ the Partnership)’s ~~against~~assets aallocated ~~default by such parties. Further, the law is unclear as~~ to ~~whether~~Transtrend ~~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~~trading) ~~broker’s~~was ~~customers.~~as follows:


	December 31, 2016				Twelve Months Ended December 31, 2016
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	30,344,497		10.26%	$	50,104,729	$	17,023,450	$	28,229,714
Interest Rates		9,256,952		3.13		21,306,547		5,311,100		15,177,964
Equity		15,366,066		5.20		21,019,148		4,492,623		12,634,603
Commodity		12,800,558		4.33		28,363,248		6,504,258		13,330,429

Total	$	67,768,073		22.92%

~~Table~~* Annual average of ~~Contents~~daily Values at Risk.

InAs ~~cases~~of ~~where~~December 31, a2015, ~~Trading~~TT ~~Company~~II, onLLC’s ~~behalf~~total ofcapitalization ~~the~~was ~~Partnership~~$375,060,725. ~~trades~~The ~~off-exchange~~Partnership ~~forward~~owned approximately ~~contracts~~0.7% ~~with~~of aTT ~~counterparty~~II, ~~the~~LLC. ~~sole~~As ~~recourse~~ of ~~the~~December 31, ~~Trading~~2015, ~~Company~~TT II, onLLC’s ~~behalf~~Value ofat ~~the~~Risk ~~Partnership,~~for ~~will~~its beassets (including the ~~forward~~portion ~~contract~~of the Partnership’s ~~counterparty.~~assets allocated to Transtrend for trading) was as follows:

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


	December 31, 2015				Twelve Months Ended December 31, 2015
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	17,915,751		4.78%	$	35,884,544	$	13,251,842	$	24,581,868
Interest Rates		17,445,942		4.65		25,662,037		5,903,989		14,143,966
Equity		10,076,385		2.69		25,283,167		3,545,123		14,851,447
Commodity		29,016,995		7.73		41,055,823		14,729,129		25,723,265

Total	$	74,455,073		19.85%

~~Second,~~* ~~the Partnership’s~~Annual ~~trading~~average ~~policies limit the amount~~ of ~~its~~daily ~~net~~Values ~~assets that can be committed~~ at any given time to futures contracts by the Trading Companies and require a minimum amount of diversification in the Partnership’s (through the Trading Companies) trading, usually over several different products and exchangesRisk. Historically, the Partnership’s (through the Trading Companies) 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 (through the Trading Companies) 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.

~~Third,~~28 with respect to forward contract trading, the Trading Companies, on behalf of the Partnership, trade with only those counterparties which Ceres, together with MS&Co., has determined to be creditworthy. The Trading Companies presently deal with MS&Co. as the sole counterparties on all trading of foreign currency forward contracts.

~~For~~As ~~additional~~of ~~information~~December 31, ~~see~~2016, ~~the~~Boronia ~~“Financial~~I, ~~Instruments~~LLC’s oftotal ~~the~~capitalization ~~Trading Companies” section under~~was ~~“Notes~~$46,361,453. toThe ~~Financial Statements” in the~~ Partnership’s ~~Annual~~owned ~~Report~~approximately to8.0% ~~Limited~~of ~~Partners~~Boronia ~~for~~I, ~~the~~LLC. ~~year~~As ~~ended~~of December 31, ~~2015~~2016, ~~which~~Boronia isI, ~~incorporated~~LLC’s byValue ~~reference~~at toRisk ~~Exhibit~~for ~~13.01~~its assets (including the portion of ~~this~~the ~~Form~~Partnership’s ~~10-K.~~assets allocated to Boronia for trading) was as follows:

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


	December 31, 2016				Twelve Months Ended December 31, 2016
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	2,017,334		4.35%	$	5,618,136	$	960,149	$	2,730,285
Interest Rates		988,120		2.13		3,333,809		663,603		1,683,414
Equity		1,992,570		4.30		4,125,302		1,043,389		2,212,080
Commodity		1,142,270		2.46		5,168,817		1,018,691		2,276,841

Total	$	6,140,294		13.24%

~~Fair~~* ~~Value~~Annual ~~Measurements~~average ~~and~~of ~~Disclosures~~daily Values at Risk.

~~Partnership’s~~As ~~Investments:~~of ~~The~~December 31, ~~Partnership’s~~2015, ~~investments~~Boronia ~~in the Trading Companies are stated at fair value~~I, ~~which~~ ~~are based on (1) the Partnership~~LLC’s ~~net~~total ~~contribution~~capitalization towas ~~each~~$74,259,634. ~~Trading~~The ~~Company and (2) the~~ Partnership’s ~~allocated~~owned ~~share~~approximately 4.8% of ~~the~~Boronia ~~undistributed profits and losses~~I, ~~including~~LLC. ~~realized~~As ~~gains/losses and the change in net unrealized gains/losses,~~ of ~~each Trading Company. Accounting Standards Codification (“ASC”) 820~~December 31, ~~“Fair Value Measurement~~2015,” asBoronia ~~amended~~I, ~~permits,~~LLC’s asValue aat ~~practical~~Risk ~~expedient,~~for ~~the Partnership to measure the fair value of~~ its ~~investments~~ inassets ~~the Trading Companies on the basis of the net asset value per share~~ (orincluding ~~its equivalent) if~~ the ~~net~~portion ~~asset value per share~~ of ~~such investments is calculated in a manner consistent with~~ the ~~measurement principles of ASC Topic 946 “Financial Services – Investment Companies” as of the~~ Partnership’s ~~reporting date. The net~~ assets ofallocated ~~each Trading Company are equal~~ to ~~the~~Boronia ~~total~~for assets of the Trading Company (including, but not limited to, all cash and cash equivalents, accrued interest and amortization of original issue discount, and the fair value of all open Futures Interests and other assetstrading) ~~less~~was ~~all~~as ~~liabilities~~follows: of the Trading Company (including, but not limited to, brokerage commissions that would be payable upon the closing of open Futures Interests, management fees, incentive fees, and other expenses), determined in accordance with GAAP.

Fair Value of the Trading Companies’ Financial Instruments: The carrying value of the Trading Companies’ assets and liabilities presented in the Statements of Financial Condition that qualify as financial instruments under the Financial Accounting Standards Board ASC 825, “Financial Instruments,” approximates the fair value due to the short term nature of such balances.


	December 31, 2015				Twelve Months Ended December 31, 2015
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	5,810,883		7.82%	$	9,670,214	$	2,053,234	$	5,191,005
Interest Rates		2,205,898		2.97		6,694,425		920,459		2,940,943
Equity		1,325,953		1.79		9,574,905		1,217,103		4,374,314
Commodity		4,505,079		6.07		9,333,026		1,774,957		4,937,710

Total	$	13,847,813		18.65%

~~Trading~~* ~~Companies’ Investments:~~Annual ~~The~~average ~~fair value~~ of ~~exchange-traded~~daily ~~futures,~~Values option and forward contracts held by the Trading Companies is determined by the various futures 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 input the spot prices, interest rates and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at ~~the last available bid price received from independent pricing services as of the close of business on the last business day of the reporting period~~Risk.

~~The~~As ~~fair value~~ of ~~exchange-traded~~July 31, ~~contracts~~2016, ~~is based on~~ the ~~settlement~~ ~~price~~Partnership ~~quoted~~fully byredeemed ~~the~~its ~~exchange~~investment onin ~~the~~Augustus ~~day~~I, ~~with respect to which fair value is being determined~~LLC. IfAs anof ~~exchange-traded~~December 31, ~~contract~~2015, Augustus ~~could~~I, ~~not~~LLC’s ~~have~~total ~~been~~capitalization ~~liquidated~~was on$12,787,498. ~~such~~The ~~day~~Partnership ~~due~~owned toapproximately ~~the~~23.2% ~~operation~~ of ~~daily~~Augustus ~~limits~~I, orLLC. ~~other~~As ~~rules~~ of ~~the~~December 31, ~~exchange~~2015, ~~the~~ ~~settlement~~Augustus ~~price~~I, ~~will~~LLC’s beValue ~~equal~~at toRisk ~~the~~for ~~settlement~~its ~~price~~assets on(including the ~~first~~portion ~~subsequent~~of ~~day on which~~ the ~~contract could be liquidated. The Trading Companies~~ Partnership’s ~~contracts~~assets ~~are~~allocated ~~accounted~~to GAM for ontrading) awas ~~trade~~as ~~date~~follows: ~~basis.~~

The futures, forwards and options traded by the Trading Advisors on behalf of the Trading Companies and the U.S. Treasury bills held by the Trading Companies involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Trading Companies’ open positions, and consequently in their earnings, whether realized or unrealized, and cash flow.


	December 31, 2015				Twelve Months Ended December 31, 2015
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	1,122,046		8.77%	$	1,911,152	$	650,524	$	1,110,641
Interest Rates		137,350		1.08		162,105		70,310		114,456

Total	$	1,259,396		9.85%

~~Gains~~* ~~and~~Annual ~~losses~~average ~~on open positions~~ of ~~exchange-traded futures, exchange-traded forwards, and exchange-traded futures-styled option contracts are settled~~ daily ~~through~~Values ~~variation~~at ~~margin~~Risk. Gains and losses on non-exchange-traded forward currency contracts are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency options contracts are settled on an agreed upon settlement date. However, the Trading Companies are required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Trading Companies’ accounts with the counterparty.

As29 of and for the years ended December 31, 2015 and 2014, the Trading Companies’ investments were classified as either Level 1 or Level 2 and the Trading Companies did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumption and internal valuation pricing models (Level 3). Transfers between levels are recognized at the end of the reporting period. During the years ended December 31, 2015 and 2014, there were no Level 3 assets, and there were no transfers of assets or liabilities between Level 1 and Level 2.

33As of January 31, 2016, the Partnership fully redeemed its investment in BHM I, LLC. As of December 31, 2015, BHM I, LLC’s total capitalization was $78,671,908. The Partnership owned approximately 0.3% of BHM I, LLC. As of December 31, 2015, BHM I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Blenheim for trading) was as follows:


	December 31, 2015				Twelve Months Ended December 31, 2015
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	363,989		0.46%	$	4,636,011	$	194,711	$	1,030,885
Interest Rates		11,825		0.02		1,399,215		-		162,482
Equity		294,019		0.37		1,990,777		53,641		565,750
Commodity		6,369,443		8.10		43,569,935		5,462,314		19,190,910

Total	$	7,039,276		8.95%

As* ofAnnual ~~December 31,~~average ~~2015~~of ~~and~~daily ~~September 30,~~Values ~~2015,~~at ~~the allocations between the Trading Companies were as follows:~~ Risk.

Trading Company	Allocation as of 12/31/2015	Allocation as of 9/30/2015
Boronia I, LLC	26.19%	30.35%
BHM I, LLC	1.93%	4.43%
Augustus I, LLC	21.78%	20.98%
TT II, LLC	18.96%	16.96%
Altis I, LLC	14.69%	13.06%
Aspect I, LLC	16.45%	14.22%

As of June 30, 2016, the Partnership fully redeemed its investment in Altis I, LLC. As of December 31, 2015, Altis I, LLC’s total capitalization was $17,284,540. The Partnership owned approximately 11.6% of Altis I, LLC. As of December 31, 2015, Altis I, LLC’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Altis for trading) was as follows:


	December 31, 2015				Twelve Months Ended December 31, 2015
			% of Total		High		Low		Average
Market Sector	Value at Risk		Capitalization		Value at Risk		Value at Risk		Value at Risk*
Currencies	$	1,403,409		8.12%	$	1,528,556	$	272,571	$	901,181
Interest Rates		407,826		2.36		860,830		86,769		454,235
Equity		485,111		2.81		1,106,599		160,152		620,882
Commodity		1,891,809		10.94		2,221,803		1,245,413		1,662,203

Total	$	4,188,155		24.23%

~~Table~~* Annual average of ~~Contents~~daily Values at Risk.

~~Item~~30 ~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Introduction~~Limitations on Value at Risk as an Assessment of Market Risk

~~All~~Value ofat ~~the Partnership’s~~Risk ~~assets~~models ~~are~~permit ~~subject~~estimation ~~to the risk~~ of ~~trading~~a ~~loss~~portfolio’s ~~through~~aggregate ~~its~~market ~~investments~~risk ~~in the Trading Companies~~exposure, ~~each~~incorporating ofa ~~which~~range ~~invests substantially all~~ of ~~its assets in the trading program of an unaffiliated Trading Advisor. The market-sensitive~~varied ~~instruments~~market ~~held~~risks, byreflect ~~the~~risk ~~Trading~~reduction ~~Companies~~due ~~are~~to ~~acquired~~portfolio ~~for~~diversification ~~speculative~~or ~~trading~~hedging ~~purposes~~activities, and ~~substantially~~can ~~all~~cover ofa ~~the~~wide ~~respective~~range ~~Trading~~of ~~Companies’~~portfolio assets. ~~are~~However, ~~subject~~Value toat ~~the~~Risk ~~risk~~measures ofshould ~~trading~~be ~~loss.~~viewed ~~Unlike~~in anlight ~~operating~~of ~~company,~~ the ~~risk~~methodology’s oflimitations, which ~~market-sensitive~~include, ~~instruments~~but ismay ~~integral,~~ not ~~incidental,~~be limited to the ~~Trading~~following: ~~Companies’ main line of business.~~

~~The~~• ~~futures,~~past ~~forwards~~changes ~~and options~~in ~~traded by the Trading Companies involve varying degrees of related~~ market risk. ~~Market~~factors ~~risk~~will isnot ~~often~~always ~~dependent upon changes in the level or volatility of interest rates, exchange rates and prices of financial instruments and commodities. These factors~~ result in ~~frequent~~accurate ~~changes~~predictions ~~in the fair value~~ of the ~~Trading~~distributions ~~Companies’ open positions,~~ and ~~consequently~~correlations ~~in their earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions~~ of ~~exchange-traded futures,~~future ~~exchange-traded~~market forward, and exchange-traded futures-styled option contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts and forward currency options contracts are settled upon termination of the contract. movements;

~~The~~• ~~total~~changes ~~market~~in ~~risk~~portfolio ofvalue ~~the~~caused ~~respective~~by ~~Trading~~market ~~Companies~~movements may ~~increase~~differ orfrom ~~decrease~~those ~~as it is influenced by a wide variety~~ of ~~factors, including, but not limited to,~~ the ~~diversification~~Value ~~among~~at ~~the~~Risk ~~Trading Companies’ open positions, the volatility present within the markets, and the liquidity of the markets.~~ model;

~~The~~• ~~face~~Value ~~value~~at ofRisk ~~the~~results ~~market~~reflect ~~sector~~past instruments held by the Trading Companies is typically many times the applicable margin requirements. Margin requirements generally range between 2% and 15% of contract face value. Additionally, the use of leverage causes the face value of the market ~~sector~~fluctuations ~~instruments~~applied ~~held by the Trading Companies typically~~ to becurrent ~~many~~trading ~~times the~~positions ~~total~~while ~~capitalization~~future ofrisk ~~the~~depends ~~Trading~~on ~~Companies.~~future positions;

~~The~~• ~~Partnership’s~~Value ~~and~~at ~~the~~Risk ~~Trading~~using ~~Companies’~~a ~~past~~one-day ~~performance~~time ishorizon ~~no guarantee~~does ofnot ~~their~~fully ~~future~~capture ~~results. Any attempt to numerically quantify~~ the ~~Trading Companies’~~ market risk ~~is limited by the uncertainty~~ of ~~their~~positions ~~speculative trading. The Trading Companies’ speculative trading and use of leverage may cause future losses and volatility (i.e., “risk of ruin”)~~ that ~~far~~cannot ~~exceed~~be ~~the~~liquidated ~~Trading~~or ~~Companies’~~hedged ~~experiences~~within toone ~~date~~day; ~~disclosed under the “Trading Companies’ Value at Risk in Different Market Sectors” section~~ and ~~significantly exceed the Value at Risk (“VaR”) tables disclosed below.~~

~~Limited~~• ~~partners~~the ~~will~~historical ~~not~~market berisk ~~liable~~factor data used for Value at Risk estimation may provide only limited insight into losses ~~exceeding the~~that ~~current~~could ~~net~~be ~~asset~~incurred ~~value~~under ofcertain ~~their~~unusual ~~investment.~~market movements.

~~Quantifying the~~ Non-Trading ~~Companies’ Trading Value at~~ Risk

The ~~following quantitative disclosures regarding the~~ Trading Companies’ ~~market~~have ~~risk exposures contain “forward~~non-~~looking statements”~~trading ~~within~~market ~~the~~risk ~~meaning~~on oftheir ~~the~~foreign ~~safe~~cash ~~harbor~~balances. ~~from~~These ~~civil~~balances ~~liability~~and ~~provided~~any ~~for~~market ~~such~~risk ~~statements~~they ~~by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the~~may ~~“Securities~~represent ~~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~~immaterial.

~~The~~A ~~Trading~~decline ~~Companies~~in ~~account~~short-term ~~for~~interest ~~open~~rates ~~positions~~would onresult ~~the~~in ~~basis~~a ofdecline ~~fair value accounting principles. Any loss~~ in the ~~market value of the~~ Trading Companies’ cash ~~open~~management ~~positions~~income. isThis ~~directly~~cash ~~reflected~~flow inrisk ~~the~~is ~~Trading~~not ~~Companies’~~considered ~~earnings~~to ~~and~~be ~~cash flow~~material.

~~The~~Materiality, ~~Trading~~as ~~Companies’~~used ~~risk~~throughout ~~exposure~~this section, ~~in the market sectors traded by the Trading Advisors~~ is ~~estimated~~based ~~below~~on inan ~~terms~~assessment of ~~VaR.~~reasonably ~~Please~~possible ~~note that~~market ~~the~~movements ~~VaR~~and ~~model~~any isassociated ~~used~~potential tolosses, ~~quantify~~taking ~~market~~into ~~risk~~account ~~for~~the ~~historic~~leverage, ~~reporting~~optionality, ~~purposes only~~ and ismultiplier ~~not~~features ~~utilized~~of ~~by either Ceres or~~ the Trading ~~Advisors~~Companies’ market-sensitive instruments, in relation ~~their~~to ~~daily~~the ~~risk~~Trading ~~management~~Companies’ ~~activities~~net assets.

35Qualitative Disclosures Regarding Primary Trading Risk Exposures

~~Table~~The following qualitative disclosures regarding the Partnership’s market risk exposures – except for (A) those disclosures that are statements of ~~Contents~~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 primary market risk exposures, as well as the strategies used and to be used by Ceres and the Trading Advisors for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation, and many other factors could result in material losses, as well as in material changes to the risk exposures and the risk management strategies of the Partnership.

~~VaR~~The isTrading aAdvisor ~~measure~~for ~~of the maximum amount which~~ each Trading Company, ~~could reasonably be expected to lose~~ in ~~a given market sector. However~~general, ~~the~~tends ~~inherent~~to ~~uncertainty~~utilize ofits ~~each Trading Company’s speculative~~ trading and the recurrence of market movements far exceeding expectations in the markets traded by the Trading Companies could result in actual trading or non-trading losses far beyond the indicated VaR of each Trading Company’system(s) ~~experience~~ to ~~date~~take ~~(i.e.,~~positions ~~“risk~~when ofmarket ~~ruin”).~~opportunities ~~In light of the foregoing~~develop, ~~as well as the risks~~ and ~~uncertainties~~Ceres ~~intrinsic~~anticipates ~~to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation~~ that the Trading ~~Companies’~~Advisors ~~losses in any market sector~~ will becontinue ~~limited~~ to ~~VaR~~do ~~or by the Trading Companies’ attempts to manage its market risk~~so.

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

The ~~Trading~~following ~~Companies’~~were ~~Value~~the primary trading risk exposures of the Partnership at ~~Risk~~December 31, in2016 ~~Different~~by ~~Market~~market ~~Sectors~~sector. It may be anticipated, however, that these market exposures will vary materially over time.

AsCurrencies. ofThe Partnership’s ~~December 31,~~currency ~~2015,~~exposure ~~Aspect~~is Ito exchange rate fluctuations, ~~LLC’s~~primarily ~~total~~fluctuations ~~capitalization~~that ~~was~~disrupt ~~$19,472,503~~the historical pricing relationships between different currencies and currency pairs. ~~The~~These ~~Partnership~~fluctuations ~~owned~~are ~~approximately~~influenced 11by interest rate changes as well as political and general economic conditions.5% The General Partner does not anticipate that the risk profile of ~~Aspect I,~~the ~~LLC~~Partnership’s currency sector will change significantly in the future.

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	1,100,415		5.65	%	$	1,704,974	$	105,953	$	912,533
Interest Rate		408,014		2.10			663,330		175,575		410,358
Equity		308,907		1.59			565,355		114,229		315,138
Commodity		1,237,294		6.35			1,464,866		424,670		788,553
Total	$	3,054,630		15.69	%

Equities. The Partnership’s primary equity exposure is to equity price risk in the G8 countries. The stock index futures traded by the Partnership are limited to futures on broadly based indices. As of December 31, 2016, the Partnership’s primary exposures were in the VIX Market Volatility (U.S.), VSTOXX Volatility (Europe), FTSE 100 (United Kingdom), MIB (Italy), and Dow Jones Industrials 30 (U.S.) stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in the major European, U.S., 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.)

*31 ~~Annual average of daily VaR.~~

AsInterest Rates. Interest rate movements directly affect the price of ~~December 31,~~the futures ~~2015,~~positions ~~Augustus~~held I,by ~~LLC’s~~the ~~total~~Partnership ~~capitalization~~and ~~was~~indirectly ~~$12,787,498~~the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially affect the Partnership’s profitability. The Partnership’s ~~owned~~primary ~~approximately~~interest 23rate exposure is to interest rate fluctuations in the U.2%S. and the other G8 countries. However, the Partnership may also take futures positions on the government debt of ~~Augustus~~smaller Inations — e.g., ~~LLC~~Australia.

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	1,122,046		8.77	%	$	1,911,152	$	650,524	$	1,110,641
Interest Rate		137,350		1.08			162,105		70,310		114,456
Total	$	1,259,396		9.85	%

Commodities:

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

36Metals. The Partnership’s primary metal market exposure as of December 31, 2016 was to fluctuations in the price of gold, silver, copper, nickel, and zinc.

~~Table~~Grains. The Partnership’s trading risk exposure in the grains is primarily to agricultural price movements, which are often directly affected by severe or unexpected weather conditions. Wheat, the soybean complex, and corn accounted for the majority of ~~Contents~~the Partnership’s grain exposure as of December 31, 2016.

AsSofts. ofThe ~~December 31,~~Partnership’s ~~2015,~~trading TTrisk IIexposure in the soft commodities is to agricultural-related price movements, ~~LLC’s~~which ~~total~~are ~~capitalization~~often ~~was~~directly ~~$375~~affected by severe or unexpected weather conditions. Cotton,~~060~~ cocoa,~~725.~~ ~~The Partnership~~and ~~owned~~sugar ~~approximately~~accounted ~~0.7%~~for the majority of TTthe ~~II,~~Partnership’s ~~LLC~~soft commodities exposure as of December 31, 2016.

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	17,915,751		4.78	%	$	35,884,544	$	13,251,842	$	24,581,868
Interest Rate		17,445,942		4.65			25,662,037		5,903,989		14,143,966
Equity		10,076,385		2.69			25,283,167		3,545,123		14,851,447
Commodity		29,016,995		7.73			41,055,823		14,729,129		25,723,265
Total	$	74,455,073		19.85	%

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

*Qualitative ~~Annual~~Disclosures ~~average~~Regarding Means of ~~daily~~Managing ~~VaR.~~Risk Exposure

AsThe ofPartnership ~~December 31~~and the Trading Advisors, ~~2015~~separately, ~~BHM~~attempt Ito manage the risk of the Trading Companies’ (and, indirectly, ~~LLC~~the Partnership’s) ~~total~~open ~~capitalization~~positions ~~was~~in ~~$78,671,908~~essentially the same manner in all market categories traded. ~~The~~Ceres attempts to manage market exposure by diversifying the Partnership’s ~~owned~~assets ~~approximately~~among 0different market sectors and trading approaches through the selection of commodity trading advisors and by daily monitoring their performance.3% In addition, the Trading Advisors establish diversification guidelines, often set in terms of the maximum margin to be committed to positions ~~BHM I,~~in ~~LLC~~any one market sector or market-sensitive instrument.

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	363,989		0.46	%	$	4,636,011	$	194,711	$	1,030,885
Interest Rate		11,825		0.02			1,399,215		-		162,482
Equity		294,019		0.37			1,990,777		53,641		565,750
Commodity		6,369,443		8.10			43,569,935		5,462,314		19,190,910
Total	$	7,039,276		8.95	%

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

*32 ~~Annual average of daily VaR.~~

AsItem ~~of December 31, 2015, Altis I, LLC’s total capitalization was $17,284,540~~8. ~~The~~Financial ~~Partnership~~Statements ~~owned~~and ~~approximately~~Supplementary 11Data.~~6% of Altis I, LLC.~~

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	1,403,409		8.12	%	$	1,528,556	$	272,571	$	901,181
Interest Rate		407,826		2.36			860,830		86,769		454,235
Equity		485,111		2.81			1,106,599		160,152		620,882
Commodity		1,891,809		10.94			2,221,803		1,245,413		1,662,203
Total	$	4,188,155		24.23	%

The Financial Statements are incorporated by reference to the Partnership’s December 31, 2016 Annual Report, which is filed as Exhibit 13.01 hereto.

*Supplementary ~~Annual~~data ~~average~~specified by Item 302 of ~~daily~~Regulation ~~VaR.~~S-K:

37Summary of Quarterly Results (Unaudited)


	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	$	(244,340)	$	(772,583)	$	(52,243)	$	235,627
Net expenses		(76,790)		(90,915)		(96,437)		(110,827)

Net income (loss)	$	(321,130)	$	(863,498)	$	(148,680)	$	124,800

Net income (loss) per Unit by Class:
A	$	(27.08)	$	(69.07)	$	(10.49)	$	6.92

B	$	(27.29)	$	(71.11)	$	(9.77)	$	8.41

C	$	(27.45)	$	(73.18)	$	(8.97)	$	10.01

Z	$	(27.64)	$	(77.44)	$	(7.09)	$	13.59


	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	$	349,418	$	888,835	$	(2,236,141)	$	516,320
Net expenses		(123,724)		(125,907)		(143,282)		(151,353)

Net income (loss)	$	225,694	$	762,928	$	(2,379,423)	$	364,967

Net income (loss) per Unit by Class:
A	$	7.29	$	43.15	$	(130.50)	$	18.92

B	$	8.76	$	46.05	$	(134.44)	$	20.91

C	$	10.36	$	49.10	$	(138.48)	$	23.02

Z	$	13.91	$	55.75	$	(146.89)	$	27.64

As33 ~~of December 31, 2015, Boronia I, LLC’s total capitalization was $74,259,634. The Partnership owned approximately 4.8% of Boronia I, LLC.~~

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	5,810,883		7.82	%	$	9,670,214	$	2,053,234	$	5,191,005
Interest Rate		2,205,898		2.97			6,694,425		920,459		2,940,943
Equity		1,325,953		1.79			9,574,905		1,217,103		4,374,314
Commodity		4,505,079		6.07			9,333,026		1,774,957		4,937,710
Total	$	13,847,813		18.65	%

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

*On ~~Annual~~December 1, ~~average~~2016, the Board of ~~daily~~Directors ~~VaR~~of the General Partner dismissed Deloitte & Touche LLP (“Deloitte”) as the registered public accounting firm for the Partnership, effective as of the close of business on the day the Partnership’s audited financial statements for the 2016 fiscal year end, including this Form 10-K, are filed.

AsThe audit reports of Deloitte on the Partnership’s financial statements as of and for the two most recent fiscal years (ending December 31, ~~2014,~~2016 ~~Aspect~~and IDecember 31, ~~LLC’s~~2015) ~~total~~did ~~capitalization~~not ~~was~~contain ~~$13,368,368.~~an ~~The~~adverse ~~Partnership~~opinion ~~owned~~or ~~approximately~~a ~~11.7%~~disclaimer of ~~Aspect I~~opinion, ~~LLC~~nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	639,477		4.78	%	$	960,539	$	406,453	$	669,088
Interest Rate		518,432		3.88			766,928		197,115		453,600
Equity		307,576		2.30			636,918		68,647		363,074
Commodity		479,561		3.59			724,196		253,988		479,639
Total	$	1,945,046		14.55	%

During the Partnership’s 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 disagreements, if 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)).

*On ~~Annual~~December 1, ~~average~~2016, the Board of ~~daily~~Directors ~~VaR~~of the General Partner, on behalf of the Partnership, approved the engagement of Ernst & Young LLP (“EY”) as the independent registered public accounting firm for the Partnership. During the Partnership’s fiscal years ending December 31, 2015 and December 31, 2014 and the interim period prior to engaging EY, neither the Partnership, the General Partner, nor anyone on their behalf consulted EY, on behalf of the Partnership, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on the Partnership’s financial statements, or any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions thereto, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

AsItem ~~of December 31, 2014, Augustus I, LLC’s total capitalization was $11,587,450~~9A. ~~The~~Controls ~~Partnership~~and ~~owned approximately 23~~Procedures.~~6% of Augustus I, LLC.~~

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	720,594		6.22	%	$	1,251,317	$	683,340	$	943,758
Interest Rate		74,725		0.64			127,958		-		55,153
Total	$	795,319		6.86	%

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

*The ~~Annual~~General ~~average~~Partner ofis ~~daily~~responsible ~~VaR~~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.

AsThe General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, ~~2014~~2016 and, TTbased IIon that evaluation, ~~LLC~~the General Partner’s ~~total~~President ~~capitalization~~and ~~was~~CFO ~~$459,215,895.~~have ~~The~~concluded ~~Partnership~~that ~~owned~~at ~~approximately~~that ~~0.5%~~date ofthe TTPartnership’s ~~II,~~disclosure ~~LLC~~controls and procedures were effective.

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	11,945,011		2.60	%	$	43,738,616	$	11,543,442	$	26,678,708
Interest Rate		22,829,716		4.97			23,486,703		5,437,975		15,347,791
Equity		14,275,060		3.11			24,704,696		4,443,784		16,383,350
Commodity		16,951,707		3.69			37,483,261		12,284,581		22,290,073
Total	$	66,001,494		14.37	%

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

*• ~~Annual~~pertain ~~average~~to the maintenance of ~~daily~~records ~~VaR.~~that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

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

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

AsThe ofAnnual Report for the year ended December 31, ~~2014~~2016, ~~BHM~~filed I,as ~~LLC’s~~Exhibit ~~total~~13.01 ~~capitalization~~hereto ~~was~~includes ~~$244,508,946.~~the ~~The~~General Partner’s ~~Partnership~~report ~~owned~~on ~~approximately~~internal ~~1.1%~~control ~~of BHM I,~~over ~~LLC~~financial reporting (“Management’s Report”).

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	1,168,311		0.48	%	$	6,633,967	$	122,650	$	2,185,027
Interest Rate		35,888		0.01			4,170,825		10,139		850,656
Equity		83,769		0.03			4,581,127		-		2,144,179
Commodity		39,364,629		16.10			43,693,621		18,663,484		33,562,241
Total	$	40,652,597		16.62	%

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.

*34 ~~Annual average of daily VaR.~~

~~As of December~~Item ~~31, 2014, Altis I, LLC’s total capitalization was $18,232,652~~9B. ~~The~~Other ~~Partnership owned approximately 12~~Information.1% ~~of Altis I, LLC.~~

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	272,571		1.49	%	$	685,034	$	194,452	$	390,903
Interest Rate		693,019		3.80			876,439		60,252		412,201
Equity		317,566		1.74			1,347,631		157,961		687,200
Commodity		1,702,946		9.34			2,989,671		1,171,333		1,748,502
Total	$	2,986,102		16.37	%

Effective January 1, 2017, the monthly management fee paid by TT II, LLC to Transtrend was reduced to 1/12th of 0.85% (a 0.85% annual rate) of the net assets as of the first day of each month.

*Effective ~~Annual~~February 27, ~~average~~2017, ofTT ~~daily~~II, ~~VaR~~LLC changed its name from Morgan Stanley Smith Barney TT II, LLC to CMF TT II, LLC.

AsEffective ~~of December~~February 3127, ~~2014~~2017, Boronia I, LLC’s ~~total~~changed ~~capitalization~~its ~~was~~name ~~$104,262,934.~~from ~~The~~Morgan ~~Partnership~~Stanley ~~owned~~Smith ~~approximately~~Barney ~~4.5%~~Boronia ofI, LLC to CMF Boronia I, LLC.

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	4,957,331		4.75	%	$	11,301,501	$	984,987	$	4,077,565
Interest Rate		2,965,947		2.84			5,475,674		647,220		2,547,225
Equity		2,889,921		2.77			9,013,937		712,546		3,468,454
Commodity		5,125,195		4.92			6,835,307		1,782,819		3,476,070
Total	$	15,938,394		15.28	%

Effective February 27, 2017, Aspect I, LLC changed its name from Morgan Stanley Smith Barney Aspect I, LLC to CMF Aspect I, LLC.

*35 ~~Annual average of daily VaR.~~

39PART III

~~Table~~Item of10. ~~Contents~~Directors, Executive Officers and Corporate Governance.

~~Limitations~~The onPartnership ~~Value~~has atno ~~Risk~~directors asor anexecutive ~~Assessment~~officers ofand ~~Market~~its ~~Risk~~affairs are managed by its General Partner. Investment decisions are made by the Trading Advisors.

~~VaR~~The ~~models~~directors ~~permit~~and ~~estimation~~executive officers of athe ~~portfolio’s~~General ~~aggregate~~Partner ~~market~~are ~~risk~~Patrick ~~exposure,~~T. Egan ~~incorporating~~(President aand ~~range~~Chairman of ~~varied~~the ~~market~~Board ~~risks~~of Directors of the General Partner), ~~reflect~~Steven ~~risk reduction~~Ross ~~due~~(Chief toFinancial ~~portfolio~~Officer ~~diversification~~and orDirector), ~~hedging~~Maureen ~~activities~~O’Toole (Director), M. Paul Martin (Director), Feta Zabeli (Director) and ~~can~~Matthew ~~cover~~R. aGraver ~~wide~~(Director). Each ~~range~~director holds office until the earlier of ~~portfolio~~his ~~assets.~~or ~~However~~her death, ~~VaR~~resignation ~~risk~~or ~~measures~~removal. ~~should~~Vacancies on the board of directors may be ~~viewed~~filled inby ~~light~~either (i) the majority vote of the ~~methodology~~remaining directors or (ii) MSD Holdings, as the sole member of the General Partner. The officers of the General Partner are designated by the General Partner’s ~~limitations,~~board ~~which~~of ~~include,~~directors. ~~but~~Each ~~may~~officer ~~not~~will behold ~~limited~~office tountil his or her successor is designated and qualified or until his or her death, resignation ~~the~~or ~~following:~~removal.

●Directors ~~past~~of ~~changes~~the inGeneral ~~market~~Partner ~~risk~~are ~~factors~~responsible ~~will~~for ~~not~~overall ~~always~~corporate ~~result~~governance inof ~~accurate~~the ~~predictions~~General Partner and meet periodically to consider strategic decisions regarding the General Partner’s activities. Under CFTC rules, each Director of the ~~distributions~~General ~~and~~Partner ~~correlations~~is deemed to be a principal of ~~future~~the ~~market~~General ~~movements;~~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).

●Patrick ~~changes~~T. inEgan, ~~portfolio~~age ~~value~~48, ~~caused~~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 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 2014, Mr. Egan was employed by ~~market~~Morgan ~~movements~~Stanley Smith ~~may~~Barney ~~differ~~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 ~~those~~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 operations and management of Morgan Stanley Managed Futures. Since January 2015, Mr. Egan has been employed by the ~~VaR~~General ~~model;~~Partner. From November 2010 to October 2014, Mr. Egan was registered as an associated person of Morgan Stanley Smith Barney LLC. From April 2007 through June 2009, Mr. Egan was employed by MS & Co., a financial services firm, where his responsibilities included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From April 2007 through June 2009, Mr. Egan was registered as an associated person of MS & Co. From March 1993 through April 2007, Mr. Egan was employed by Morgan Stanley DW Inc., a financial services firm, where his initial responsibilities included serving as an analyst and manager within the Managed Futures Department (with primary responsibilities for product development, due diligence, investment analysis and risk management of the firm’s commodity pools) and later included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From February 1998 through April 2007, Mr. Egan was registered as an associated person of Morgan Stanley DW Inc. From August 1991 through March 1993, Mr. Egan was employed by Dean Witter Intercapital, the asset management arm of Dean Witter Reynolds, Inc., where his responsibilities included serving as a mutual fund administration associate. Mr. Egan also served as a Director from November 2004 through October 2006, and from November 2006 through October 2008 of the Managed Funds Association’s Board of Directors, a position he was elected to by industry peers for two consecutive two-year terms. Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.

●Steven ~~VaR~~Ross, ~~results~~age ~~reflect~~45, ~~past~~has ~~market~~been ~~fluctuations~~Chief Financial ~~applied~~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 ~~current~~certain ~~trading~~investment ~~positions~~vehicles ~~while~~publicly ~~future~~offered ~~risk~~by ~~depends~~Morgan onStanley. ~~future~~Mr. Ross ~~positions;~~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 JPMorgan Chase & Co. and other large fund families serviced by JPMorgan Investor Services Co. From April 1997 to December 1997, Mr. Ross was employed by Investors Bank & Trust, a financial services firm, where his responsibilities included performing mutual fund accounting for financial services firms. Mr. Ross began his career at Putnam Investments LLC, a financial services firm, where he was responsible for providing broker services for certain funds sponsored by Putnam Investments LLC from August 1996 to April 1997. Mr. Ross received a B.S. in Accounting from Rhode Island College in May 1995.

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

●Maureen O’Toole, age 59, has been a Director, listed as a principal and registered as an associated person of the ~~historical~~General ~~market~~Partner ~~risk~~since ~~factor~~May ~~data~~2016. ~~used~~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 ~~VaR~~developing and ~~estimation~~managing ~~may~~the ~~provide~~managed ~~only~~futures ~~limited~~business ~~insight~~strategy. ~~into~~She ~~losses~~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. O’Toole was a managing director at K2 Advisors, L.L.C., 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, ~~could~~between beNovember ~~incurred~~1996 ~~under~~and ~~certain~~January ~~unusual~~2002, ~~market~~Ms. O’Toole ~~movements~~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.

40M. Paul Martin, age 58, has been a Director of the General Partner since October 2014. Mr. Martin has also served as Managing Director – Global Operations of Morgan Stanley Investment Management, a financial services firm, since June 2006, where his responsibilities include managing all elements of in-sourced and out-sourced global operations, and serving as a senior member of Morgan Stanley Investment Management’s Management, Risk Management, & New Products Committees. Mr. Martin has been listed as a principal of the General Partner since October 2014. Mr. Martin previously served as the Managing Director and Chief Operating Officer of Morgan Stanley Fund Services, a financial services firm, where his responsibilities included launching the Hedge Fund Administration business and being responsible for operations, fund accounting and administration, technology and compliance, from May 2004 through May 2006. Previously, Mr. Martin served as Managing Director – Institutional Investment Operations of Morgan Stanley Investment Management from January 1995 until April 2004, where his responsibilities included trading room support, portfolio administration, service provider management, and derivatives processing and control. From April 1994 through January 1995, Mr. Martin served as Senior Vice President and Head of Custody Operations for Fidelity Investments, a financial services firm. From October 1989 through April 1994, Mr. Martin served as Executive Director and Head of Global Operations for Morgan Stanley Trust Company, a financial services firm. Mr. Martin also served as Vice President – Information Technology for MS & Co., a financial services firm, from June 1984 through October 1989, where his responsibilities included 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.

~~Table~~Feta Zabeli, age 57, has been a Director of ~~Contents~~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

~~Non-Trading~~37 ~~Risk~~

~~The~~ December ~~Trading~~2011. ~~Companies~~From ~~have~~February ~~non~~2006 to November 2011, Mr. Zabeli was Senior Vice President, and most recently Global Co-~~trading~~Head ~~market~~of Risk, for AllianceBernstein L.P., a global investment firm, with various risk onmanagement ~~their~~assignments ~~foreign~~in ~~cash~~Hong ~~balances~~Kong, Tokyo, London and New York. From August 2006 to April 2009, Mr. ~~These~~Zabeli ~~balances~~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 ~~any~~Head ~~market~~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 ~~they~~management ~~may~~functions ~~represent~~including investment, operational and credit/counterparty risk. Prior to his Risk Management ~~are~~roles ~~immaterial~~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.

AMatthew ~~decline~~R. inGraver, ~~short-term~~age ~~interest~~49, ~~rates~~has ~~would~~been ~~result~~a inDirector of the General Partner and listed as a ~~decline~~principal insince ~~the~~November ~~Trading~~2016. ~~Companies~~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 ~~cash~~primary ~~management~~responsibilities ~~income~~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 ~~This~~July ~~cash~~1997 ~~flow~~to ~~risk~~July is2003, ~~not~~Mr. Graver ~~considered~~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 beJune ~~material~~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.

~~Materiality,~~The asPartnership ~~used~~has ~~throughout~~not ~~this~~adopted ~~section,~~a iscode ~~based~~of onethics ~~an assessment of~~that ~~reasonably~~applies ~~possible~~to ~~market~~officers ~~movements~~because ~~and~~it ~~any~~has ~~associated~~no ~~potential~~officers. ~~losses~~In addition, ~~taking~~the ~~into~~Partnership ~~account~~has ~~the~~not ~~leverage,~~adopted ~~optionality,~~any ~~and~~procedures ~~multiplier~~by ~~features~~which ofinvestors ~~the~~may ~~Trading~~recommend ~~Companies~~nominees to the Partnership’s ~~market-sensitive~~board ~~instruments,~~of indirectors ~~relation~~and tohas ~~the~~not ~~Trading~~established ~~Companies’~~an audit committee because it ~~net~~has ~~assets~~no board of directors.

~~Qualitative~~Item ~~Disclosures~~11. ~~Regarding~~Executive ~~Primary Trading Risk Exposures~~ Compensation.

The ~~following qualitative disclosures regarding the~~ Partnership’s ~~market~~has ~~risk~~no ~~exposures~~directors –and ~~except~~executive ~~for~~officers. ~~(A)~~As ~~those~~a ~~disclosures~~limited ~~that~~partnership, ~~are statements of historical fact and (B)~~ the ~~descriptions~~business of ~~how~~ the Partnership ~~manages~~is ~~its~~managed by ~~primary~~Ceres, ~~market~~which ~~risk~~is ~~exposures~~responsible –for ~~constitute forward-looking statements within~~ the ~~meaning~~business ofaffairs ~~Section 27A~~ of the ~~Securities Act and Section 21E of the Exchange Act~~Partnership. The Partnership’s ~~primary~~pays ~~market risk exposures, as well as the strategies used and to be used by~~ Ceres ~~and~~a ~~the~~monthly ~~Trading~~General ~~Advisors~~Partner ~~for~~fee ~~managing~~equal ~~such exposures, are subject~~ to ~~numerous~~1/12th ~~uncertainties, contingencies and risks, any one~~ of ~~which~~1.0% ~~could~~(a ~~cause~~1.0% ~~the~~annual ~~actual~~rate) ~~results~~and ofa ~~the~~monthly ~~Partnership’s~~administrative ~~risk~~fee ~~controls~~equal to ~~differ~~1/12th ~~materially from the objectives~~ of ~~such strategies~~0.40% ~~Government~~(a ~~interventions,~~0.40% annual ~~defaults~~rate) ~~and~~of ~~expropriations,~~the ~~illiquid~~net ~~markets,~~asset ~~the~~value ~~emergence~~ of ~~dominant fundamental~~each ~~factors,~~Class ~~political upheavals, changes in historical price relationships, an influx~~ of ~~new~~Units ~~market~~at ~~participants, increased regulation, and many other factors could result in material losses, as well as in material changes to~~ the ~~risk exposures~~beginning ~~and the risk management strategies~~ of ~~the~~each ~~Partnership~~month.

~~The~~Item ~~Trading~~12. ~~Advisor~~Security ~~for~~Ownership ~~each~~of ~~Trading~~Certain ~~Company,~~Beneficial inOwners ~~general,~~and ~~tends~~Management ~~to utilize its trading system(s) to take positions when market opportunities develop,~~ and ~~Ceres~~Related ~~anticipates~~Stockholder ~~that the Trading Advisors will continue to do so~~Matters.

~~Investors~~(a) ~~must~~Security beOwnership ~~prepared~~of Certain Beneficial Owners. – At February 28, 2017, there were no persons known to ~~lose~~be ~~all~~beneficial orowners ~~substantially~~of ~~all~~more than 5 percent of ~~their~~the ~~investment~~outstanding inUnits of the Partnership.

~~The~~(b) ~~following~~Security ~~were~~Ownership ~~the~~of ~~primary~~Management. ~~trading~~- ~~risk~~Under ~~exposures~~the terms of the Limited Partnership ~~at December 31~~Agreement, ~~2015~~the Partnership’s affairs are managed by ~~market~~the ~~sector~~General Partner. ItThe ~~may~~following betable ~~anticipated, however,~~indicates ~~that~~securities ~~these~~owned ~~market~~by ~~exposures~~management ~~will~~as ~~vary~~of ~~materially~~December 31, ~~over~~2016: ~~time.~~

Currencies. The Partnership’s currency exposure is to exchange rate fluctuations, primarily fluctuations that disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The General Partner does not anticipate that the risk profile of the Partnership’s currency sector will change significantly in the future.

⁽¹⁾Title of Class

⁽²⁾Name of
Beneficial Owner

⁽³⁾Amount and
Nature of
Beneficial
Ownership

⁽⁴⁾Percent of
Class

Class Z Units

General Partner

100.260

84.9

Equities. The Partnership’s primary equity exposure is to equity price risk in the G-8 countries. The stock index futures traded by the Partnership are limited to futures on broadly based indices. As of December 31, 2015, the Partnership’s primary exposures were in the H-Shares (~~Hong Kong~~c), ~~Down~~Changes Jones Euro STOXX (Europe), MIB (Italy), VIX Market Volatility (U.S.), and FTSE 100 (United Kingdom) stock indices. The Partnership is primarily exposed to the risk of adverse price trends or static markets in ~~the major European, U~~control.~~S.,~~ ~~and Pacific Rim indices~~None. ~~(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~~38 Rates. Interest rate movements directly affect the price of the futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially affect the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-8 countries. However, the Partnership may also take futures positions on the government debt of smaller nations — e.g., Australia.

~~Metals. The~~(a) ~~Partnership’s~~Transactions ~~primary~~with ~~metal~~related ~~market~~persons. ~~exposure as of December 31, 2015 was to fluctuations in the price of gold, silver, tin, copper, zinc, aluminum, and nickel~~None.

41(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.”

~~Grains. The~~Item ~~Partnership’s trading risk exposure in grains is primarily to agricultural price movements, which are often directly affected by severe or unexpected weather conditions~~14. ~~Wheat,~~Principal ~~the~~Accountant ~~soybean~~Fees ~~complex,~~ and ~~corn accounted for the majority of the Partnership’s grain exposure as of December 31, 2015.~~ Service

~~Energy. The~~Ceres ~~Partnership’s~~on ~~primary~~behalf ~~energy~~of ~~market~~the ~~exposure~~Partnership, ispays toall ~~oil~~accounting ~~and~~fees. ~~natural gas price movements, often resulting~~The ~~from~~Partnership ~~political~~reimburses ~~developments~~Ceres inthrough the ~~Middle~~Partnership ~~East~~administrative ~~and~~fee ~~weather~~it ~~conditions.~~pays, ~~Energy~~as ~~prices~~discussed ~~can~~in bethe ~~volatile~~Notes ~~and~~to ~~substantial~~Financial ~~profits and losses~~Statements, which ~~have~~are ~~been~~included ~~experienced~~ in ~~the~~“Item ~~past,~~8. ~~are~~Financial ~~expected~~Statements toand ~~continue~~Supplementary toData.” beof ~~experienced~~this inForm ~~these markets in the future~~10-K.

~~Softs. The~~(1) ~~Partnership’s~~Audit ~~trading~~Fees. ~~risk~~The ~~exposure~~aggregate infees ~~the~~billed ~~soft~~for ~~commodities~~each isof tothe ~~agricultural-related~~last ~~price movements,~~two ~~which~~fiscal ~~are~~years ~~often~~for ~~directly~~professional ~~affected~~services rendered by Deloitte ~~severe~~for orthe ~~unexpected~~years ~~weather~~ended ~~conditions. Cocoa~~December 31, ~~coffee,~~2016 and ~~sugar~~2015 ~~accounted~~ for the ~~majority~~audit of the Partnership’s ~~soft~~annual ~~commodities~~financial ~~exposure~~statements, asreview of ~~December 31,~~financial ~~2015.~~statements included in the Partnership’s Forms 10-Q and 10-K and other services normally provided in connection with regulatory filings or engagements were:

~~Livestock.~~2016 $63,400 ~~The Partnership’s primary risk exposure in livestock is to fluctuations in hog and cattle prices.~~

422015 $82,900

~~Table~~(2) ofAudit-Related ~~Contents~~Fees. None.

~~Item 8~~(3) Tax Fees. ~~FINANCIAL~~ ~~STATEMENTS~~The ~~AND~~Partnership did not pay Deloitte any amounts in 2016 and 2015 for professional services in connection ~~SUPPLEMENTARY~~with ~~DATA~~tax compliance, tax advice, and tax planning. The Partnership engaged another unaffiliated professional firm to provide services in connection with tax compliance, tax advice, and tax planning.

~~The~~(4) ~~Financial~~All ~~Statements~~Other ~~are incorporated by reference to the Partnership’s December 31, 2015 Annual Report, which is filed as Exhibit 13~~Fees.01 ~~hereto~~None.

~~Supplementary~~(5) ~~data~~Not ~~specified~~applicable ~~by Item 302 of Regulation S-K:~~

~~Summary of Quarterly Results~~ (~~Unaudited~~6) Not applicable

	For the period from October 1, 2015to December 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	$	349,418	$	888,835	$	(2,236,141)	$	516,320
Total expenses		(123,724)		(125,907)		(143,282)		(151,353)
Net income (loss)	$	225,694	$	762,928	$	(2,379,423)	$	364,967
Net income (loss) per Unit by Class
A	$	7.29	$	43.15	$	(130.50)	$	18.92
B	$	8.76	$	46.05	$	(134.44)	$	20.91
C	$	10.36	$	49.10	$	(138.48)	$	23.02
Z	$	13.91	$	55.75	$	(146.89)	$	27.64
	For the period fromOctober 1, 2014to December 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	$	500,076	$	959,390	$	964,274	$	(581,007)
Total expenses		(149,812)		(148,603)		(151,447)		(170,801)
Net income (loss)	$	350,264	$	810,787	$	812,827	$	(751,808)
Net income (loss) per Unit by Class
A	$	17.24	$	40.97	$	38.53	$	(32.63)
B	$	19.11	$	43.63	$	40.99	$	(32.55)
C	$	21.10	$	46.42	$	43.58	$	(32.44)
Z	$	25.45	$	52.43	$	49.15	$	(32.09)

43PART IV

~~Table~~Item of15. ~~Contents~~Exhibits, Financial Statement Schedules.

~~Item 9~~1. ~~CHANGES~~Listing INof ~~AND~~Financial ~~DISAGREEMENTS~~Statements ~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

~~None~~The following financial statements and report of independent registered public accounting firm, all appearing in the accompanying Annual Report to Limited Partners for the year ended December 31, 2016, are incorporated by reference to Exhibit 13.01 of this Form 10-K:

~~Item~~- Report ~~9A.~~of ~~CONTROLS~~Deloitte & ~~AND~~Touche LLP, ~~PROCEDURES~~independent registered public accounting firm.

~~Evaluation~~- Statements of ~~Disclosure~~Financial ~~Controls~~Condition as of December 31, 2016 and ~~Procedures~~2015.

~~Under~~- Schedules ~~the supervision and with the participation~~ of ~~the~~Investments 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) under the Exchange Act) as~~ of December 31, ~~2015.~~2016 ~~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.

~~Management’s~~- Statements ~~Report~~of onIncome ~~Internal Control~~and ~~Over~~Expenses ~~Financial~~for ~~Reporting~~the years ended December 31, 2016, 2015 and 2014.

~~Ceres~~- Statements isof ~~responsible~~Changes ~~for~~in Partners’ ~~establishing~~Capital ~~and~~for ~~maintaining~~the ~~adequate~~years ~~internal~~ended ~~control~~December 31, ~~over~~2016, ~~financial reporting~~2015 ~~(as defined in Rule 13a-15(f)~~ and ~~15d-15(f) under the Exchange Act)~~2014.

Ceres has assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2015. In making this assessment, Ceres used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, in Internal Control-Integrated Framework 2013. Ceres has concluded that, as of December 31, 2015, the Partnership’s internal control over financial reporting is effective based on these criteria. This report shall not be ~~deemed~~ Notes to beFinancial ~~filed~~Statements for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This annual report does not include an attestation report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting pursuant to SEC rules that permit the Partnership, as a non-accelerated filer, to provide only management’s report in this annual report.

~~Changes~~Additionally, Financial inStatements ~~Internal~~of ~~Control~~the ~~over~~Trading ~~Financial~~Companies ~~Reporting~~required by Regulation S-X are filed as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6.

~~There~~2. ~~have~~Listing ~~been no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended~~of ~~December 31,~~Financial ~~2015,~~Statement ~~that~~Schedules ~~have materially affected or are reasonably likely to materially affect the Partnership’s internal control over financial reporting.~~

~~Limitations~~None. ~~on the Effectiveness of Controls~~

~~Any control system, no matter how well designed and operated, can provide reasonable (not absolute) assurance that its objectives will be met~~3. ~~Furthermore,~~ noExhibits ~~evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.~~

44For the exhibits incorporated by reference or filed herewith to this report, refer to Exhibit Index.

~~Table~~40 ~~of Contents~~

~~Item~~SIGNATURES ~~9B. OTHER INFORMATION~~

~~Effective~~Pursuant ~~February~~to 1,the ~~2016,~~requirements ~~Steven~~of ~~Ross~~Section 13 ~~was~~or ~~appointed~~15(d) asof athe ~~director~~ Securities Exchange Act of 1934, the ~~General~~registrant ~~Partner~~has ~~and~~duly ~~Frank~~caused ~~Smith~~this ~~resigned~~report asto be asigned ~~director~~on ofits behalf by the ~~General~~undersigned, ~~Partner~~thereunto duly authorized.

Effective February 24, 2016, Edmond Moriarty and Kevin Klingert resigned as directors of the General Partner.


MERITAGE FUTURES FUND L.P.
By:		Ceres Managed Futures LLC
		(General Partner)

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

45Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.


/s/ Patrick T. Egan	/s/ Feta Zabeli	/s/ Maureen O’Toole
Patrick T. Egan	Feta Zabeli	Maureen O’Toole
President and Director	Director	Director
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

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

~~Item~~Annual ~~10.~~Report ~~DIRECTORS,~~to limited ~~EXECUTIVE~~partners ~~OFFICERS AND CORPORATE GOVERNANCE~~

~~The~~No ~~Partnership~~proxy material has ~~no directors~~been orsent ~~executive~~to ~~officers~~limited ~~and its affairs are managed by its General Partner~~partners. ~~Investment~~ ~~decisions are made by the Trading Advisors.~~

~~The~~41 directors and executive officers of the General Partner are Patrick T. Egan (President and Chairman of the Board of Directors of the General Partner), Steven Ross (Chief Financial Officer and Director), M. Paul Martin (Director) and Feta Zabeli (Director). Each director holds office until the earlier of his or her death, resignation or removal. Vacancies on the board of directors may be filled by either (i) the majority vote of the remaining directors or (ii) MSSBH, as the sole member of the General Partner. The officers of the General Partner are designated by the General Partner’s board of directors. Each officer will hold office until his or her successor is designated and qualified or until his or her death, resignation or removal.

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

~~Patrick~~ITEM 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 acts as a general partner and administrative agent to numerous hedge fund feeder funds. From September 2013 to May 2014, Mr. Egan was registered as an associated person and listed as a principal of each such entity. Since January 2013, each such entity has been registered as a commodity pool operator with the CFTC. Mr. Egan was responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. From June 2009 to December 2014, Mr. Egan was employed by Morgan Stanley Smith Barney LLC, a financial services firm, where his responsibilities included serving as Executive Director and as Co-Chief Investment Officer for Morgan Stanley Managed Futures from June 2009 through June 2011 and as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014. Since October 2014, Mr. Egan has been responsible for management of the day-to-day operations of Morgan Stanley Managed Futures. Since January 2015, Mr. Egan has been employed by the General Partner. From November 2010 to October 2014, Mr. Egan was registered as an associated person of Morgan Stanley Smith Barney LLC. From April 2007 through June 2009, Mr. Egan was employed by MS & Co., a financial services firm, where his responsibilities included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From April 2007 through November 2010, Mr. Egan was registered as an associated person of MS & Co. From March 1993 through April 2007, Mr. Egan was employed by Morgan Stanley DW Inc., a financial services firm, where his initial responsibilities included serving as an analyst and manager within the Managed Futures Department (with primary responsibilities for product development, due diligence, investment analysis and risk management of the firm’s commodity pools) and later included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From February 1998 through April 2007, Mr. Egan was registered as an associated person of Morgan Stanley DW Inc. From August 1991 through March 1993, Mr. Egan was employed by Dean Witter Intercapital, the asset management arm of Dean Witter Reynolds, Inc., where his responsibilities included serving as a mutual fund administration associate. Mr. Egan also served as a Director from November 2004 through October 2006, and from November 2006 through October 2008 of the Managed Funds Association’s Board of Directors, a position he was elected to by industry peers for two consecutive two-year terms. Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.

463.1! Certificate of Limited Partnership of the Registrant, dated February 22, 2007.

~~Table~~3.2+ Certificate of ~~Contents~~Amendment of Certificate of Limited Partnership of the Registrant, dated as of June 1, 2009.

~~Steven~~3.3† ~~Ross,~~Certificate ~~age 44, has been Chief Financial Officer and a principal~~ of ~~the~~Amendment ~~General Partner since July 2014 and a Director~~ of ~~the~~Certificate 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~~Limited ~~Stanley~~Partnership ~~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 ManagementRegistrant, ~~Mr.~~dated ~~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~~October ~~funds sponsored by JP Morgan Chase & Co. and other large fund families serviced by JPMorgan Investor Services Co. From April 1997 to December 1997~~1, Mr2009. Ross was employed by Investors Bank & Trust, a financial services firm, where his responsibilities included performing mutual fund accounting for financial services firms. Mr. Ross began his career at Putnam Investments LLC, a financial services firm, where he was responsible for providing broker services for certain funds sponsored by Putnam Investments LLC from August 1996 to April 1997. Mr. Ross received a B.S. in Accounting from Rhode Island College in May 1995.

M3.4!! ~~Paul~~Fifth ~~Martin,~~Amended age 57, has been a Director of the General Partner since October 2014. Mr. Martin has also served as Managing Director – Global Operations of Morgan Stanley Investment Management, a financial services firm, since June 2006, where his responsibilities include managing all elements of in-sourced and ~~out-sourced~~Restated ~~global~~Limited ~~operations,~~Partnership ~~and~~Agreement ~~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~~Registrant, adated 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~~1, ~~where his responsibilities included trading room support, portfolio administration, service provider management, and derivatives processing and control~~2016. 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 of the General Partner since October 2014~~10.1! ~~Mr.~~Form ~~Zabeli has also served as a director on the Board~~ of ~~Directors~~Operating ofAgreement ~~Morgan Stanley Investment Management, a financial services firm, since January 2015 and has been listed as a principal since February 2015. 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~~Trading ~~management business~~Companies. He joined Morgan Stanley in January 2012. Mr. Zabeli has been listed as a principal of Morgan Stanley Investment Management since February 2015 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

4710.2†† Advisory Agreement among Morgan Stanley Managed Futures Aspect I, LLC, the General Partner and Aspect Capital Limited, dated April 30, 2007.

~~Table~~10.3†† ofAdvisory ~~Contents~~Agreement among Morgan Stanley Managed Futures Kaiser I, LLC, the General Partner and Kaiser Trading Group Pty. Ltd., dated April 30, 2007.

~~for~~10.4†† ~~the~~Amendment ~~full range of risk management functions including investment, operational and credit/counterparty risk~~No. ~~Prior~~1 to ~~his~~the ~~Risk~~Advisory ~~Management~~Agreement ~~roles~~among at Morgan Stanley ~~and~~Smith ~~AllianceBernstein,~~Barney ~~Mr. Zabeli~~Kaiser ~~held~~I, ~~positions as a managing director at Citigroup Asset Management~~LLC, the ~~asset~~General ~~management~~Partner ~~division of Citigroup, an international financial services company, from April 1998 to January 2006, where he worked as a quantitative research analyst~~ and ~~portfolio~~Kaiser ~~manager,~~Trading ~~and~~Group ~~director~~Pty. ~~at BARRA Inc~~Ltd., adated ~~global provider of risk analytic tools to investment institutions, from September 1993 to~~ March ~~1998~~1, ~~where he developed risk models and applications~~2012. 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.

4810.5†† Amendment No. 2 to the Advisory Agreement among Morgan Stanley Smith Barney Kaiser I, LLC, the General Partner and Kaiser Trading Group Pty. Ltd., dated January 1, 2013.

~~Table~~10.6& Amended and Restated Advisory Agreement, among Morgan Stanley Smith Barney TT II, LLC, the General Partner and Transtrend B.V., effective as of ~~Contents~~November 1, 2015.

~~Section~~10.7&& ~~16(a)~~Amendment ~~Beneficial~~No. ~~Ownership~~1 ~~Reporting~~to ~~Compliance~~the Amended and Restated Advisory Agreement, among Morgan Stanley Smith Barney TT II, LLC, the General Partner and Transtrend B.V., effective as of January 1, 2017.

To10.8†† ~~the~~Advisory ~~Partnership’s~~Agreement ~~knowledge,~~among ~~all~~Morgan ~~required~~Stanley ~~Section~~Managed ~~16(a)~~Futures ~~filings~~WCM ~~during~~I, LLC, the ~~fiscal~~General ~~year~~Partner ~~ended~~and ~~December 31,~~Winton ~~2015~~Capital Management Limited, ~~were~~dated ~~timely~~April ~~and correctly~~30, ~~made~~2007.

~~Code~~10.9$ ofAmendment ~~Ethics~~to the Advisory Agreement dated January 1, 2012, by and among Ceres Managed Futures LLC, Morgan Stanley Smith Barney WNT I, LLC and Winton Capital Management Limited.

The Partnership has not adopted a code of ethics that applies to the Partnership’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions10.10†† ~~The~~Advisory ~~Partnership~~Agreement ~~is operated~~among byMorgan ~~its~~Stanley ~~general~~Managed ~~partner,~~Futures ~~Ceres.~~Altis ~~The President~~I, ~~Chief Financial Officer~~LLC, ~~and~~Demeter ~~each~~Management ~~member~~Corporation ~~of the Board of Directors of Ceres are employees of Morgan Stanley~~ and ~~are~~Altis ~~subject~~Partners to(Jersey) ~~the~~Limited, ~~code~~dated ofApril ~~ethics adopted by Morgan Stanley~~30, ~~the text of which can be viewed on Morgan Stanley’s website at:~~ 2007.

~~http://www~~10.~~morganstanley~~11$ Amended and Restated Advisory Agreement, dated as of March 1, 2014, among Morgan Stanley Smith Barney BHM I, LLC, Ceres Managed Futures LLC and Blenheim Capital Management, L.~~com/individual/ourcommitment/codeofconduct~~L.~~html~~C.

~~The~~10.12†† ~~Audit~~Advisory ~~Committee~~Agreement among Morgan Stanley Managed Futures GMF I, LLC, Demeter Management Corporation and Grinham Managed Futures Pty. Ltd, dated April 1, 2008.

~~The~~10.13•• ~~Partnership~~Amendment ~~is operated~~No. by1 ~~its~~to ~~general~~the ~~partner~~Advisory Agreement among the General Partner, ~~Ceres~~Morgan Stanley Smith Barney Boronia I, LLC and ~~has~~Boronia noCapital ~~audit~~Pty. ~~committee~~Ltd., dated January 4, 2013.

4910.14# Amendment No. 2 to the Advisory Agreement among the General Partner, Morgan Stanley Smith Barney, Boronia I, LLC and Boronia Capital Pty Ltd., dated as of January 1, 2015.

~~Table~~10.15*++ ofAdvisory ~~Contents~~Agreement among Morgan Stanley Smith Barney Managed Futures Rotella I, LLC, Demeter Management LLC and Rotella Capital Management, Inc., dated July 1, 2009.

~~Item 11~~10. ~~EXECUTIVE~~16! ~~COMPENSATION~~Form of Subscription and Exchange Agreement and Power of Attorney.

~~The~~42 Partnership has no directors and executive officers. As a limited partnership, the business of the Partnership is managed by Ceres, which is responsible for business affairs of the Partnership. The Partnership pays Ceres a monthly General Partner fee equal to 1/12th of 1.0% (a 1.0% annual rate) and a monthly administrative fee equal to 1/12th of 0.40% (a 0.40% annual rate) of the net asset value of each Class of Units at the beginning of each month.

~~Item 12~~10. ~~SECURITY~~17! ~~OWNERSHIP~~Foreign OFExchange ~~CERTAIN~~and ~~BENEFICIAL~~Options ~~OWNERS~~Master ~~AND~~Agreement ~~MANAGEMENT~~by ~~AND~~and ~~RELATED~~among ~~STOCKHOLDER~~Morgan ~~MATTERS~~Stanley & Co. Incorporated, the Trading Companies listed on Exhibit I thereto, and the General Partner, dated as of November 28, 2007.

~~(a) Security~~10.18! ~~Ownership~~Customer ofAgreement ~~Certain~~among ~~Beneficial~~Morgan ~~Owners~~Stanley –& AtCo. ~~February~~International ~~29,~~PLC ~~2016,~~and ~~there~~the ~~were~~Trading noCompanies ~~persons~~listed ~~known~~on toSchedule ~~be beneficial~~A ~~owners~~thereto, ofdated ~~more~~July ~~than~~24, ~~5 percent of the outstanding Units of the Partnership~~2007.

~~(b) Security~~10.19! ~~Ownership~~Customer ~~of Management~~Agreement -among AtMorgan ~~December 31~~Stanley & Co. International Limited, ~~2015~~Morgan Stanley Securities Limited, and the ~~officers~~Trading ~~and~~Companies ~~directors~~listed ofon ~~Ceres~~Schedule ~~did~~A ~~not~~thereto, ~~own~~dated ~~any~~as ~~Units.~~of July 26, 2007.

~~(c) Changes~~10.20! ~~in Control~~Escrow –Agreement ~~None.~~by and among The Bank of New York, the General Partner and the entities listed on Annex A thereto, dated July 25, 2007.

~~Item 13~~10. ~~CERTAIN RELATIONSHIPS~~21! ~~AND~~Amended ~~RELATED~~and ~~TRANSACTIONS~~Restated Commodity Futures Customer Agreement, ~~AND~~between ~~DIRECTOR~~Morgan ~~INDEPENDENCE~~Stanley & Co. LLC and the Funds listed on Appendix A thereto, dated as of November 12, 2013.

~~(a) Transactions~~10.22‡‡! ~~with~~Rider ~~related persons.~~to ~~None~~Customer Agreement between Morgan Stanley & Co. Incorporated and the Trading Companies listed on Schedule A thereto dated March 26, 2008.

~~(b) Review,~~10.23! ~~approval~~Amendment orto ~~ratification~~Foreign ofExchange ~~transactions~~and ~~with~~Options ~~related~~Master ~~persons.~~Agreement ~~Not~~by ~~applicable~~and among Morgan Stanley & Co. Incorporated, the Trading Companies listed on Exhibit I thereto and the General Partner, dated March 26, 2008.

~~(c) Promoters~~10.24! ~~and~~Rider ~~certain~~to ~~control~~Customer ~~persons.~~Agreement ~~MS&Co.,~~among Morgan Stanley ~~Wealth~~& ~~Management, and the General Partner could be considered promoters for purposes of Item 404(c) of Regulation S-K~~Co. ~~The~~International ~~nature~~PLC and the ~~amounts~~Trading ofCompanies ~~compensation~~listed ~~each~~on ~~promoter~~Schedule ~~received~~A orthereto ~~will~~dated ~~receive,~~March ~~if any~~26, ~~from the Partnership are set forth under Item 1~~2008. ~~Business, Item 8. Financial Statements and Supplementary Data. and Item 11. Executive Compensation.~~

~~Item 14~~10. ~~PRINCIPAL~~25$$ ~~ACCOUNTANT~~Alternative ~~FEES~~Investment ~~AND~~Placement ~~SERVICES~~Agent Agreement, dated as of October 1, 2014, by and among the General Partner, Morgan Stanley Wealth Management and the partnerships listed on Schedule 1 thereto.

~~MS&Co~~10.,26! onRider ~~behalf~~to ofCustomer ~~the~~Agreement ~~Partnership,~~among ~~pays~~Morgan ~~all~~Stanley ~~accounting fees. The Partnership reimburses MS~~& Co. ~~through~~International ~~the~~Limited, ~~Partnership~~Morgan ~~administrative~~Stanley ~~fee~~Securities itLimited ~~pays,~~and ~~as discussed in~~ the ~~Notes~~Trading toCompanies ~~Financial~~listed ~~Statements~~on ~~which~~Schedule ~~are~~A ~~referenced~~thereto, indated ~~Item~~March 8.26, ~~Financial Statements and Supplementary Data of this Form 10-K~~2008.

~~(1) Audit Fees~~10. ~~The~~27*‡ ~~aggregate~~Advisory ~~fees~~Agreement ~~billed~~among ~~for~~Morgan ~~each~~Stanley ofSmith ~~the~~Barney ~~last~~Augustus ~~two fiscal years for professional services rendered by Deloitte & Touche LLP (“D&T”) for the years ended December 31~~I, ~~2015 and 2014 for the audit of the Partnership’s annual financial statements~~LLC, ~~review of financial statements included in~~ the ~~Partnership’s~~General ~~Forms~~Partner ~~10-Q~~ and ~~10-K~~Augustus ~~and~~Asset ~~other~~Managers ~~services~~Limited, ~~normally~~dated ~~provided~~September in28, ~~connection with regulatory filings or engagements were:~~ 2009.

2015			$82,900
2014			$110,000

10.28$$$$

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.

~~(2) Audit-Related~~10.29$$$ ~~Fees~~Amended and Restated Master Services Agreement, effective as of March 15, 2015, by and among SS&C Technologies, Inc. ~~None.~~, the General Partner and each of the collective investment vehicles listed in Schedule C thereto.

~~(3) Tax~~10.30## ~~Fees~~U. ~~The~~ ~~Partnership~~S. ~~did~~Treasury ~~not~~Securities ~~pay~~Purchase ~~D&T~~Authorization ~~any~~Agreement, ~~amounts~~effective inas ~~2015~~of ~~and~~June ~~2014 for professional services in connection with tax compliance~~1, ~~tax advice~~2015, by and ~~tax~~among ~~planning~~MS&Co. ~~The~~ ~~Partnership engaged another unaffiliated professional firm to provide services in connection with tax compliance, tax advice,~~ and ~~tax~~the ~~planning~~Partnership.

~~(4) All~~13.01 ~~Other~~December ~~Fees. None.~~31, 2016, Managed Futures Multi-Strategy Profile Series Annual Report to Limited Partners is filed herewith.

5031.01 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.

~~Table~~31.02 Certification of ~~Contents~~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.

~~PART~~32.01 IVCertification 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.

~~Item~~32.02 15Certification of Chief Financial Officer of Ceres Managed Futures LLC, the General Partner of the Partnership, pursuant to 18 U. ~~EXHIBITS~~S.C. Section 1350, ~~FINANCIAL~~as ~~STATEMENT~~adopted ~~SCHEDULES~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

1.43 ~~Listing of Financial Statements~~

~~The~~99.1 ~~following~~CMF ~~financial~~Aspect ~~statements~~I, ~~and~~LLC ~~report of independent registered public accounting firm~~(formerly, ~~all~~Morgan ~~appearing~~Stanley inSmith ~~the accompanying~~Barney ~~Annual~~Aspect ~~Report to Limited Partners for the year ended December 31~~I, ~~2015,~~LLC) ~~are~~Financial ~~incorporated by reference to Exhibit 13~~Statements.~~01 of this Form 10-K:~~

-99.2 ~~Report~~CMF ofBoronia ~~Deloitte~~I, &LLC ~~Touche LLP~~(formerly, ~~independent~~Morgan ~~registered~~Stanley ~~public~~Smith ~~accounting~~Barney ~~firm~~Boronia I, LLC) Financial Statements.

-99.3 ~~Statements~~Morgan ofStanley ~~Financial~~Smith ~~Condition~~Barney asAltis ofI, ~~December~~LLC ~~31,~~(Trading ~~2015~~Company ~~and~~in ~~2014~~Liquidation) Financial Statements.

-99.4 ~~Schedules~~CMF ofTT ~~Investments~~II, asLLC of(formerly, ~~December~~Morgan 31Stanley Smith Barney TT II, ~~2015~~LLC) ~~and~~Financial ~~2014~~Statements.

-99.5 ~~Statements~~Morgan ofStanley ~~Income~~Smith ~~and~~Barney ~~Expenses~~BHM ~~for~~I, ~~the~~LLC ~~years~~(Trading ~~ended~~Company ~~December~~in ~~31,~~Liquidation) ~~2015,~~Financial ~~2014 and 2013~~Statements.

-99.6 ~~Statements~~Morgan ofStanley ~~Changes~~Smith inBarney ~~Partners’~~Augustus ~~Capital~~I, ~~for~~LLC ~~the~~(Trading ~~years~~Company ~~ended~~in ~~December~~Liquidation) ~~31,~~Financial ~~2015, 2014 and 2013~~Statements.

-101.INS^ ~~Notes~~XBRL toInstance ~~Financial Statements.~~Document

~~Additionally, Financial Statements of the Trading Companies required by Regulation S-X are filed as Exhibits 99~~101.1,SCH^ ~~99.2,~~XBRL ~~99.3,~~Taxonomy ~~99.4,~~Extension ~~99.5~~Schema ~~and 99.6.~~ Document

2101.CAL^ ~~Listing~~XBRL ofTaxonomy ~~Financial~~Extension ~~Statement~~Calculation ~~Schedules~~Linkbase Document

~~None~~101.DEF^ XBRL Taxonomy Extension Definition Document

3101.LAB^ ~~Exhibits~~XBRL Taxonomy Extension Label Document

~~For~~101.PRE^ ~~the~~XBRL ~~exhibits~~Taxonomy ~~incorporated~~Extension byPresentation ~~reference or filed herewith to this report, refer to Exhibit Index on Pages E-1 to E-4.~~ Document

51! Incorporated herein by reference from the Registrant’s Form 10 filed on August 8, 2008.

~~Table~~+ ofIncorporated ~~Contents~~herein by reference from the Registrant’s Form 8-K, filed on June 5, 2009.

~~SIGNATURE~~† Incorporated herein by reference from the Registrant’s Form 8-K, filed on October 1, 2009.

~~Pursuant~~‡ toIncorporated ~~the~~herein ~~requirements~~by ofreference ~~Section~~from ~~13 or 15(d) of~~ the ~~Securities~~Registrant’s ~~Exchange~~Form ~~Act of 1934~~10-Q, ~~the~~filed ~~registrant has duly caused this report to be signed~~ on ~~its~~November ~~behalf by the undersigned~~16, ~~thereunto duly authorized~~2009.

	MERITAGE FUTURES FUND L.P.
	(Registrant)
	By:	Ceres Managed Futures LLC
		(General Partner)
March 28, 2016	By:	/s/ Patrick T. Egan
		Patrick T. Egan,
		President and Director

++	Incorporated herein by reference from the Registrant’s Form 10-Q, filed on August 15, 2011.

~~Pursuant~~!! toIncorporated ~~the~~herein ~~requirements of the Securities Exchange Act of 1934, this report has been signed below~~ by ~~the~~reference ~~following~~from ~~persons on behalf of~~ the ~~registrant~~Registrant’s ~~and~~Form in10-K, ~~the~~filed ~~capacities and~~ on ~~the~~March ~~dates~~30, ~~indicated~~2012.

~~Ceres~~†† ~~Managed~~Incorporated ~~Futures~~herein ~~LLC~~by reference from the Registrant’s Form 10-K, filed on March 27, 2013.

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

‡‡	Incorporated herein by reference from the Registrant’s Form 10-Q, filed on November 14, 2013.

~~Table~~$ ofIncorporated ~~Contents~~herein by reference from the Registrant’s Form 10-K, filed on March 28, 2014.

~~EXHIBIT~~.. ~~INDEX~~Incorporated herein by reference from the Registrant’s Form 10-Q, filed on May 14, 2014.

ITEM
3.1!		Certificate of Limited Partnership of the Registrant, dated February 22, 2007.
3.2+		Certificate of Amendment of Certificate of Limited Partnership of the Registrant, dated as of June 1, 2009.
3.3†		Certificate of Amendment of Certificate of Limited Partnership of the Registrant, dated as of October 1, 2009.
3.4!!		Fifth Amended and Restated Limited Partnership Agreement of the Registrant, dated as of January 1, 2016.
10.1!		Form of Operating Agreement for the Trading Companies.
10.2††		Advisory Agreement among Morgan Stanley Managed Futures Aspect I, LLC, the General Partner and Aspect Capital Limited, dated April 30, 2007.
10.3††		Advisory Agreement among Morgan Stanley Managed Futures Chesapeake I, LLC, Demeter Management Corporation and Chesapeake Capital Corporation dated April 30, 2007.
10.4•		Amendment No. 1 to the Advisory Agreement, among Morgan Stanley Smith Barney Chesapeake Diversified I, LLC, the General Partner, and Chesapeake Capital Corporation, dated as of January 1, 2013.
10.5††		Advisory Agreement among Morgan Stanley Managed Futures Kaiser I, LLC, the General Partner and Kaiser Trading Group Pty. Ltd., dated April 30, 2007.
10.6††		Amendment No. 1 to the Advisory Agreement among Morgan Stanley Smith Barney Kaiser I, LLC, the General Partner and Kaiser Trading Group Pty. Ltd., dated March 1, 2012.
10.7††		Amendment No. 2 to the Advisory Agreement among Morgan Stanley Smith Barney Kaiser I, LLC, the General Partner and Kaiser Trading Group Pty. Ltd., dated January 1, 2013.
10.8&		Amended and Restated Advisory Agreement, among Morgan Stanley Smith Barney TT II, LLC, the General Partner and Transtrend B.V., effective as of November 1, 2015.
10.9††		Advisory Agreement among Morgan Stanley Managed Futures WCM I, LLC, the General Partner and Winton Capital Management Limited, dated April 30, 2007.

#	Incorporated herein by reference from the Registrant’s Form 10-K, filed on March 30, 2015.

E$$ Incorporated herein by reference from the Registrant’s Form 10-1Q, filed on August 14, 2014.

~~Table~~## ofIncorporated ~~Contents~~herein by reference from the Registrant’s Form 8-K, filed on November 4, 2015.

10.10$		Amendment to the Advisory Agreement dated January 1, 2012, by and among Ceres Managed Futures LLC, Morgan Stanley Smith Barney WNT I, LLC and Winton Capital Management Limited.
10.11*++		Advisory Agreement among Morgan Stanley Smith Barney AHL I, LLC, Ceres Managed Futures LLC and Man-AHL (USA) Ltd., dated May 4, 2011.
10.12††		Advisory Agreement among Morgan Stanley Managed Futures Altis I, LLC, Demeter Management Corporation and Altis Partners (Jersey) Limited, dated April 30, 2007.
10.13$		Amended and Restated Advisory Agreement, dated as of March 1, 2014, among Morgan Stanley Smith Barney BHM I, LLC, Ceres Managed Futures LLC and Blenheim Capital Management, L.L.C.
10.14††		Advisory Agreement among Morgan Stanley Managed Futures GMF I, LLC, Demeter Management Corporation and Grinham Managed Futures Pty. Ltd, dated April 1, 2008.
10.15••		Amendment No. 1 to the Advisory Agreement among the General Partner, Morgan Stanley Smith Barney Boronia I, LLC and Boronia Capital Pty. Ltd., dated January 4, 2013.
10.16#		Amendment No. 2 to the Advisory Agreement among the General Partner, Morgan Stanley Smith Barney, Boronia I, LLC and Boronia Capital Pty Ltd., dated as of January 1, 2015.
10.17*++		Advisory Agreement among Morgan Stanley Smith Barney Managed Futures Rotella I, LLC, Demeter Management LLC, Demeter Management LLC and Rotella Capital Management, Inc., dated July 1, 2009.
10.18!		Form of Subscription and Exchange Agreement and Power of Attorney.
10.19!		Foreign Exchange and Options Master Agreement by and among Morgan Stanley & Co. Incorporated, the Trading Companies listed on Exhibit I thereto, and the General Partner, dated as of November 28, 2007.
10.20!		Customer Agreement among Morgan Stanley & Co. International PLC and the Trading Companies listed on Schedule A thereto, dated July 24, 2007.
10.21!		Customer Agreement among Morgan Stanley & Co. International Limited, Morgan Stanley Securities Limited, and the Trading Companies listed on Schedule A thereto, dated as of July 26, 2007.
10.22!		Escrow Agreement by and among The Bank of New York, the General Partner and the entities listed on Annex A thereto, dated July 25, 2007.
10.23!		Amended and Restated Commodity Futures Customer Agreement, between Morgan Stanley & Co. LLC and the Funds listed on Appendix A thereto, dated as of November 12, 2013.
10.24‡‡!		Rider to Customer Agreement between Morgan Stanley & Co. Incorporated and the Trading Companies listed on Schedule A thereto dated March 26, 2008.
10.25!		Amendment to Foreign Exchange and Options Master Agreement by and among Morgan Stanley & Co. Incorporated, the Trading Companies listed on Exhibit I thereto and the General Partner, dated March 26, 2008.
10.26!		Rider to Customer Agreement among Morgan Stanley & Co. International PLC and the Trading Companies listed on Schedule A thereto dated March 26, 2008.

&	Incorporated herein by reference from the Registrant’s Form 10-Q, filed on November 13, 2014.

E&& Incorporated herein by reference from the Registrant’s Form 8-2K, filed on February 27, 2017.

~~Table~~$$$ ofIncorporated ~~Contents~~herein by reference from the Registrant’s Form 8-K, filed on August 6, 2015.

10.27!		Rider to Customer Agreement among Morgan Stanley & Co. International Limited, Morgan Stanley Securities Limited, and the Trading Companies listed on Schedule A thereto, dated March 26, 2008.
10.28*‡		Advisory Agreement among Morgan Stanley Smith Barney Augustus I, LLC, the General Partner and Augustus Asset Managers Limited, dated September 28, 2009.
10.29*‡		Advisory Agreement among Morgan Stanley Smith Barney GLC I, LLC, the General Partner and GLC Ltd., dated October 1, 2009.
10.30 $$$		Amended and Restated Alternative Investment Selling Agent Agreement, dated as of March 3, 2016, by and among the General Partner, Morgan Stanley Wealth Management and the partnerships listed on Schedule 1 thereto.
10.31$$		Amended and Restated Master Services Agreement, effective as of March 15, 2015, by and among SS&C Technologies, Inc., the General Partner and each of the collective investment vehicles listed in Schedule C thereto.
10.32##		U. S. Treasury Securities Purchase Authorization Agreement, effective as of June 1, 2015, by and among MS&Co. and the Partnership.
13.01		December 31, 2015, Managed Futures Multi-Strategy Profile Series 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		Morgan Stanley Smith Barney Aspect I, LLC Financial Statements.
99.2		Morgan Stanley Smith Barney Boronia I, LLC Financial Statements.
99.3		Morgan Stanley Smith Barney Altis I, LLC Financial Statements.
99.4		Morgan Stanley Smith Barney TT II, LLC Financial Statements.
99.5		Morgan Stanley Smith Barney BHM I, LLC Financial Statements.
99.6		Morgan Stanley Smith Barney Augustus I, LLC Financial Statements.

$$$$	Incorporated herein by reference from the Registrant’s Form 8-K, filed on March 8, 2016.

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

*	Confidential treatment has been granted with respect to the omitted portions of this exhibit.

!^ ~~Incorporated~~Submitted ~~herein~~electronically ~~by reference from the Registrant’s Form 10 filed on August 8, 2008~~herewith.

+44 ~~Incorporated herein by reference from the Registrant’s Form 8-K, filed on June 5, 2009.~~

† Incorporated herein by reference from the Registrant’s Form 8-K, filed on October 1, 2009.

E-3

‡ Incorporated herein by reference from the Registrant’s Form 10-Q, filed on November 16, 2009.

++ Incorporated herein by reference from the Registrant’s Form 10-Q, filed on August 15, 2011.

†† Incorporated herein by reference from the Registrant’s Form 10-K, filed on March 27, 2013.

• Incorporated herein by reference from the Registrant’s Form 10-Q, filed on May 14, 2013.

‡‡ Incorporated herein by reference from the Registrant’s Form 10-Q, filed on November 14, 2013.

$ Incorporated herein by reference from the Registrant’s Form 10-K, filed on March 28, 2014.

•• Incorporated herein by reference from the Registrant’s Form 10-Q, filed on May 14, 2014.

# Incorporated herein by reference from the Registrant’s Form 10-K, filed on March 30, 2015.

$$ Incorporated herein by reference from the Registrant’s Form 8-K, filed on August 6, 2015.

## Incorporated herein by reference from the Registrant’s Form 8-K, filed on November 4, 2015.

& Incorporated herein by reference from the Registrant’s Form 8-K, filed on December 23, 2015.

!! Incorporated herein by reference from the Registrant’s Form 8-K, filed on January 7, 2016.

$$$ Incorporated herein by reference from the Registrant’s Form 8-K, filed on March 8, 2016.

* Confidential treatment has been granted with respect to the omitted portions of this exhibit.

^ Submitted electronically herewith.

E-4

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Filing Compare · Meritage Futures Fund L.P.