UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2018

OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-50272

MANAGED FUTURES PREMIER ENERGY FUND L.P. II

(Exact name of registrant as specified in its charter)


New York		03-0407557
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(855) 672-4468

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

Indicate by check mark whether the registrant has submitted electronically ~~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 (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Yes X No

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


Large accelerated filer	Accelerated filer	Non-accelerated filer X
Smaller reporting company	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

Yes No X

As of ~~July~~October 31, 2018, 10,~~376~~087.~~6128~~0328 Limited Partnership Redeemable Units were outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Managed Futures Premier Energy Fund L.P. II

Statements of Financial Condition

	June 30,2018 (Unaudited)		December 31, 2017
	September 30,2018 (Unaudited)		December 31, 2017
Assets:
Equity in trading account:
Unrestricted cash	$	3433,~~874~~364,~~483~~533	$	36,909,040
Restricted cash		21,~~080~~393,~~733~~200		2,258,201
Options purchased, at fair value (premiums paid $1,232,882 and $0 at June 30, 2018 and December 31, 2017, respectively)		842,160		-
Net unrealized appreciation on open futures contracts		618,608		-
Total equity in trading account		37,797,376		39,167,241
Options purchased, at fair value (premiums paid $393,422 and $0 at September 30, 2018 and December 31, 2017, respectively)		507,334		-
Total equity in trading account		35,883,675		39,167,241
Cash at bank		-		437
Interest receivable		40,~~637~~937		31,067
Total assets	$	3735,~~838~~924,~~013~~612	$	39,198,745
Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open futures contracts	$	~~277,595~~-	$	128,353
Options written, at fair value (premiums received $940,290 and $583,818 at June 30, 2018 and December 31, 2017, respectively)		750,780		545,500
Options written, at fair value (premiums received $0 and $583,818 at September 30, 2018 and December 31, 2017, respectively)		-		545,500
Accrued expenses:
Ongoing selling agent fees		6159,~~349~~874		64,208
Management fees		3837,~~149~~245		39,914
General Partner fees		22,~~889~~347		23,949
Professional fees		~~125~~109,~~513~~366		142,773
Redemptions payable to Limited Partners		1150,~~272,114~~797		698,956
Total liabilities		2379,~~548,389~~629		1,643,653
Partners’ Capital:
General Partner, 121.9349 and 136.5679 Redeemable Units outstanding at June 30, 2018 and December 31, 2017, respectively		402,474		435,257
General Partner, 121.9349 and 136.5679 Redeemable Units outstanding at September 30, 2018 and December 31, 2017, respectively		420,601		435,257
Limited Partners, 10,569.5428 and 11,646.8598 Redeemable Units outstanding at June 30, 2018 and December 31, 2017, respectively		34,887,150		37,119,835
Limited Partners, 10,182.7678 and 11,646.8598 Redeemable Units outstanding at September 30, 2018 and December 31, 2017, respectively		35,124,382		37,119,835
Total partners’ capital (net asset value)		35,~~289~~544,~~624~~983		37,555,092
Total liabilities and partners’ capital	$	3735,~~838~~924,~~013~~612	$	39,198,745
Net asset value per Redeemable Unit	$	3,~~300~~449.7239	$	3,187.11

See accompanying notes to financial statements.

Managed Futures Premier Energy Fund L.P. II

Condensed Schedule of Investments

~~June~~September 30, 2018

(Unaudited)

	Number ofContracts		Fair Value		% of Partners’Capital
	Number of Contracts		Fair Value		% of Partners’ Capital
Futures Contracts Purchased
Energy		89,~~578~~388	$	1,~~068~~027,~~520~~340		32.0289	%
Total futures contracts purchased				1,~~068~~027,~~520~~340		32.0289
Futures Contracts Sold
Energy		78,~~104~~739		(1408,~~346,115~~732)		(31.8115)
Total futures contracts sold				(1408,~~346,115~~732)		(31.8115)
Net unrealized depreciation on open futures contracts			$	(277,595)		(0.79)	%
Net unrealized appreciation on open futures contracts			$	618,608		1.74	%
Options Purchased
Calls
Energy		1,~~284~~426	$	~~692~~507,~~448~~334		1.9743	%
Puts
Total options purchased (premiums paid $393,422)			$	507,334		1.43	%
Energy		744		149,712		0.42
Total options written (premiums paid $1,232,882)			$	842,160		2.39	%
Options Written
Calls
Energy		420	$	(70,980)		(0.20)	%
Puts
Energy		840		(679,800)		(1.93)
Total options written (premiums received $940,290)			$	(750,780)		(2.13)	%

See accompanying notes to financial statements.

Managed Futures Premier Energy Fund L.P. II

Condensed Schedule of Investments

December 31, 2017

	Number ofContracts		Fair Value		% of Partners’Capital
	Number of Contracts		Fair Value		% of Partners’ Capital
Futures Contracts Purchased
Energy		2,108	$	820,227		2.18	%
Total futures contracts purchased				820,227		2.18
Futures Contracts Sold
Energy		1,423		(948,580)		(2.52)
Total futures contracts sold				(948,580)		(2.52)
Net unrealized depreciation on open futures contracts			$	(128,353)		(0.34)	%
Options Written
Calls
Energy		125	$	(276,500)		(0.74)	%
Puts
Energy		125		(269,000)		(0.71)
Total options written (premiums received $583,818)			$	(545,500)		(1.45)	%

See accompanying notes to financial statements.

Managed Futures Premier Energy Fund L.P. II

Statements of Income and Expenses and Changes in Partners’ Capital

(Unaudited)

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2018

2017

2018

2017

Investment Income:

Interest income

122,~~090~~446

6680,~~281~~736

~~229~~351,~~519~~965

~~114~~194,~~019~~755

Expenses:

Clearing fees

9675,~~587~~713

5140,~~936~~440

~~188~~264,~~525~~238

~~132~~173,~~982~~422

Ongoing selling agent fees

~~188~~172,~~944~~239

~~224~~208,~~319~~509

~~386~~558,~~124~~363

~~455~~663,~~089~~598

Management fees

~~117~~107,~~472~~108

~~139~~129,~~490~~642

~~240~~347,~~037~~145

~~282~~412,~~992~~634

General Partner fees

7064,~~483~~265

8377,~~694~~785

~~144~~208,~~022~~287

~~169~~247,~~795~~580

Professional fees

3634,~~111~~627

5049,~~451~~131

76110,~~272~~899

~~101~~150,~~184~~315

Total expenses

~~509~~453,~~597~~952

~~549~~505,~~890~~507

1,~~034~~488,~~980~~932

1,~~142~~647,~~042~~549

Net investment loss

(~~387~~331,~~507~~506)

(~~483~~424,~~609~~771)

(~~805~~1,~~461~~136,967)

(1,~~028~~452,~~023~~794)

Trading Results:

Net gains (losses) on trading of commodity interests:

Net realized gains (losses) on closed contracts

10609,~~265~~088

(12,~~412~~471,~~135)~~193

23,~~586~~195,~~823~~911

~~275~~2,~~557~~746,750

Net change in unrealized gains (losses) on open contracts

~~(922~~1,~~276)~~211,327

~~550~~(1,~~870~~541,088)

~~(388~~822,~~772)~~555

(~~535~~2,~~980~~077,068)

Total trading results

~~(912~~1,~~011)~~820,415

~~(861~~930,~~265)~~105

24,~~198~~018,~~051~~466

~~(260~~669,~~423)~~682

Net income (loss)

(1,~~299~~488,~~518)~~909

(1505,~~344,874)~~334

12,~~392~~881,~~590~~499

(1783,~~288,446~~112)

Redemptions - General Partner

~~(60,001)~~-

(50,000)

(60,001)

Redemptions - Limited Partners

(1,~~903~~233,~~097~~550)

(2,~~420~~173,~~092~~124)

(34,~~608~~841,~~058~~608)

(35,~~470~~643,~~015~~139)

Net increase (decrease) in Partners’ Capital

(3255,~~202,615)~~359

(31,~~824~~667,~~967~~790)

(2,~~265~~010,~~468~~109)

(46,~~818~~486,~~462~~252)

Partners’ Capital, beginning of period

3835,~~492~~289,~~239~~624

4642,~~010~~185,~~657~~690

37,555,092

47,004,152

Partners’ Capital, end of period

35,~~289~~544,~~624~~983

4240,~~185~~517,~~690~~900

35,~~289~~544,~~624~~983

4240,~~185~~517,~~690~~900

Net asset value per Redeemable Unit (10,691.4777 and 12,891.6287 Redeemable Units outstanding at June 30, 2018 and 2017, respectively)

3,300.72

3,272.33

3,300.72

3,272.33

Net asset value per Redeemable Unit (10,304.7027 and 12,231.7967 Redeemable Units outstanding at September 30, 2018 and 2017, respectively)

3,449.39

3,312.51

3,449.39

3,312.51

Net income (loss) per Redeemable Unit *

~~(116~~148.~~19)~~67

~~(100~~40.~~78)~~18

~~113~~262.6128

(9353.7759)

Weighted average Redeemable Units outstanding

1110,~~192~~512.~~9747~~8150

1312,~~422~~702.~~6514~~3470

11,~~360~~077.~~0582~~6438

13,~~638~~326.~~0385~~1414

* Represents the change in net asset value per Redeemable Unit during the period.

See accompanying notes to financial statements.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

1.	Organization:

Managed Futures Premier Energy Fund L.P. II (the “Partnership”) is a limited partnership organized on March 25, 2002 under the partnership laws of the State of New York to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests, including commodity options and commodity futures contracts on U.S. exchanges and certain foreign exchanges. The Partnership is authorized to trade commodity futures and option contracts of any kind. In addition, the Partnership may enter into swap contracts on energy-related products. The commodity interests traded by the Partnership are volatile and involve a high degree of market risk. The General Partner may also determine to invest up to all of the Partnership’s assets 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. During the initial offering period (May 31, 2002 through July 1, 2002), the Partnership sold 93,975 redeemable units of limited partnership interest (“Redeemable Units”). The Partnership commenced trading on July 1, 2002. Since February 1, 2015, the Partnership has engaged directly in the speculative trading of a diversified portfolio of commodity interests. The Partnership no longer offers Redeemable Units for sale.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

As of ~~June~~September 30, 2018, all trading decisions are made for the Partnership by Pan Capital Management, LP (“Pan”, the “Advisor” or the “Special Limited Partner”), a registered commodity trading advisor.

For the period January 1, 2015 to January 31, 2015, the assets of the Partnership were not traded and no fees or expenses were charged to the Partnership, including the monthly ongoing selling agent fee. Effective January 1, 2015, the Advisor became a special limited partner of the Partnership. Effective February 1, 2015, the Partnership allocated $81,466,647 to Pan. As of that date, the Advisor commenced trading the Partnership’s assets directly pursuant to its Energy Trading Program, a proprietary, discretionary trading program. The Advisor will concentrate the Partnership’s trading in energy-related markets.

The General Partner is not aware of any material changes to the trading program discussed above during the fiscal quarter ended ~~June~~September 30, 2018.

During the reporting periods ended ~~June~~ September 30, 2018 and 2017, the Partnership’s commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. During prior periods included in this report, the Partnership also deposited a portion of its cash in a non-trading bank account at JPMorgan Chase Bank, N.A.

The Partnership entered into a customer agreement with MS&Co. (the “Customer Agreement”) and ceased paying brokerage commissions to MS&Co. Under the Customer Agreement, the Partnership pays MS&Co. trading fees for the clearing and, where applicable, the execution of transactions, as well as exchange, clearing, user, give-up and National Futures Association fees (the “clearing fees”). The Partnership’s cash is deposited by MS&Co. in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. The Partnership will receive monthly interest on 80% of the average daily equity maintained in cash in the Partnership’s brokerage account at MS&Co. during each month at a rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. All other interest income will be retained by the Partnership. The Customer Agreement may generally be terminated upon notice by either party.

The Partnership entered into a selling agreement with Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) (“Morgan Stanley Wealth Management”) (as amended, the “Selling Agreement”). Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 2.0% per year of month-end net assets. Month-end net assets, for purposes of calculating ongoing selling agent fees, are net assets, as defined in the limited partnership of the Partnership (“the Limited Partnership Agreement”), prior to the reduction of the current month’s ongoing selling agent fees, management fees, profit share allocation accrued, the General Partner fees, professional fees and any redemptions or distributions as of the end of such month.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

The Partnership will be liquidated upon the first to occur of the following: December 31, 2022; the net asset value per Redeemable Unit decreases to less than $400 per Redeemable Unit as of the close of any business day; or under certain other circumstances as set forth in the Limited Partnership Agreement.

In July 2015, the General Partner delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the “Administrator”). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.

2.	Basis of Presentation and Summary of Significant Accounting Policies:

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at ~~June~~September 30, 2018, and the results of its operations and changes in partners’ capital for ~~the~~ the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K (the “Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2017. The December 31, 2017 information has been derived from the audited financial statements as of and for the year ended December 31, 2017.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

Use of Estimates. The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates, and those differences could be material.

Profit Allocation. The General Partner and each limited partner share in the profits and losses of the Partnership, after the allocation to the Special Limited Partner, if any, in proportion to the amount of Partnership interest owned by each, except that no limited partner shall be liable for obligations of the Partnership in excess of its capital contributions and profits, if any, net of distributions or redemptions and losses, if any. The Partnership allocates to the Special Limited Partner a profit share allocation to its capital account in the Partnership, if any, in the form of Redeemable Units and/or partial Redeemable Units, the value of which shall be equal to 20% of New Trading Profits, as defined in the Limited Partnership Agreement, earned by Pan each calendar quarter end.

Statement of Cash Flows. The Partnership has not provided a Statement of Cash Flows, as permitted by ~~Accounting~~ Accounting Standards Codification (“ASC”) 230, “Statement of Cash Flows.” The Statements of Income and Expenses and Changes in Partners’ Capital is included herein, and as of and for the periods ended ~~June~~September 30, 2018 and 2017, the Partnership carried no debt and all the Partnership’s investments were carried at fair value and classified as Level 1 and Level 2 measurements.

Partnership’s Investments. All commodity interests held by the Partnership, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the first-in, first-out method. Unrealized gains or losses on open contracts are included as a component of equity in trading account in the Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

Partnership’s Cash. The Partnership’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At ~~June~~September 30, 2018 and December 31, 2017, the amount of cash held for margin requirements was $21,~~080~~393,~~733~~200 and $2,258,201, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash.

Income Taxes. Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740, “Income Taxes,” which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the more-likely-than-not threshold would be recorded as a tax benefit or liability in the Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Statements of Income and Expenses in the years in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2014 through 2017 tax years remain subject to examination by U.S. federal and most state tax authorities.

Investment Company Status. Effective January 1, 2014, the Partnership adopted Accounting Standards Update 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and based on the General Partner’s assessment, the Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership followed the investment company accounting and reporting guidance of Topic 946 and reflected its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses and Changes in Partners’ Capital.

Net Income (Loss) per Redeemable Unit. Net income (loss) per Redeemable Unit is calculated in accordance with ASC 946, “Financial Services – Investment Companies.” See Note 3, “Financial Highlights.”

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2017.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

3.	Financial Highlights:

Financial highlights for the limited partner class as a whole for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and ~~2017~~ 2017 were as follows:

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2018			2017			2018			2017
Per Redeemable Unit Performance (for a unit outstanding throughout the period):*
Net realized and unrealized gains (losses)	$	~~(81~~180.~~57)~~20		$	~~(64~~73.~~75)~~62		$	~~184~~364.5192		$	~~(18~~55.~~39)~~43
Net investment loss		(3431.6253)			(3633.0344)			(70102.9064)			(75109.3802)
Increase (decrease) for the period		~~(116~~148.~~19)~~67			~~(100~~40.~~78)~~18			~~113~~262.6128			(9353.7759)
Net asset value per Redeemable Unit, beginning of period		3,~~416~~300.9172			3,~~373~~272.1133			3,187.11			3,366.10
Net asset value per Redeemable Unit, end of period	$	3,~~300~~449.7239		$	3,~~272~~312.3351		$	3,~~300~~449.7239		$	3,~~272~~312.3351
	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2018			2017			2018			2017
Ratios to Average Limited Partners’ Capital:**
Net investment loss***		(43.28)	%		(4.41)	%		(4.32)	%		(4.64)	%
Operating expenses		5.53	%		54.09	%		5.5	%		5.10	%
Allocation to Special Limited Partner		-	%		-	%		-	%		-	%
Total expenses and allocation to Special Limited Partner		5.53	%		54.09	%		5.5	%		5.10	%
Total return:
Total return before allocation to Special Limited Partner		~~(3.~~4).5	%		(31.0)2	%		38.62	%		(21.86)	%
Allocation to Special Limited Partner		-	%		-	%		-	%		-	%
Total return after allocation to Special Limited Partner		~~(3.~~4).5	%		(31.0)2	%		38.62	%		(21.86)	%

Net investment loss per Redeemable Unit is calculated by dividing the interest income less total expenses by the average number of Redeemable Units outstanding during the period. The net realized and unrealized gains (losses) per Redeemable Unit is a balancing amount necessary to reconcile the change in net asset value per Redeemable Unit with the other per unit information.

**	Annualized (except for allocation to Special Limited Partner, if applicable).

***	Interest income less total expenses (exclusive of allocation to Special Limited Partner, if applicable).

The above ratios and total return may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner class using the limited partners’ share of income, expenses and average partners’ capital of the Partnership.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

4.	Trading Activities:

The Partnership was formed for the purpose of trading commodity interests, including derivative financial instruments and derivative commodity instruments.

The Customer Agreement with the Partnership gives the Partnership the legal right to net unrealized gains and losses on open futures and exchange-cleared swaps contracts in the Statements of Financial Condition. The Partnership nets, for financial reporting purposes, the unrealized gains and losses on open futures contracts in the Statements of Financial Condition as the criteria under ASC 210-20, “Balance Sheet,” have been met.

All of the commodity interests owned by the Partnership are held for trading purposes. The monthly average number of futures contracts traded by the Partnership during the three and ~~six~~nine months ended ~~June~~September 30, 2018 were 4,~~815~~607 and 5,~~647~~300, respectively. The monthly average number of futures contracts traded by the Partnership during the three and ~~six~~nine months ended ~~June~~September 30, 2017 were 3,~~323~~626 and 4,~~655~~312, respectively. The monthly average number of option contracts traded by the Partnership during the three and ~~six~~nine months ended ~~June~~September 30, 2018 were ~~514~~1,836 and ~~366~~856, respectively. The monthly average number of option contracts traded by the Partnership during the three and ~~six~~nine months ended ~~June~~September 30, 2017 were ~~813~~621 and ~~870~~787, respectively.

Trading and transaction fees are based on the number of trades executed by the Advisor.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership’s derivatives and their offsetting subject to master netting or similar arrangements as of ~~June~~September 30, 2018 and December 31, 2017, respectively.

June 30, 2018	Gross AmountsRecognized		Gross AmountsOffset inthe Statementsof FinancialCondition		AmountsPresented inthe Statementsof FinancialCondition		Gross Amounts Not Offset in theStatements of Financial Condition				Net Amount
September 30, 2018	Gross AmountsRecognized		Gross AmountsOffset inthe Statementsof FinancialCondition		AmountsPresented inthe Statementsof FinancialCondition		Gross Amounts Not Offset in the Statements of Financial Condition				Net Amount
							FinancialInstruments		Cash CollateralPledged/Received*
Assets
Futures	$	24,~~678~~129,~~898~~595	$	(23,~~678~~510,~~898~~987)	$	-618,608	$	-	$	-	$	-618,608
Total assets	$	24,~~678~~129,~~898~~595	$	(23,~~678~~510,~~898~~987)	$	-618,608	$	-	$	-	$	-618,608
Liabilities
Futures	$	(23,~~956~~510,~~493~~987)	$	23,~~678~~510,~~898~~987	$	~~(277,595)~~-	$	-	$	-	$	~~(277,595)~~-
Total liabilities	$	(23,~~956~~510,~~493~~987)	$	23,~~678~~510,~~898~~987	$	~~(277,595)~~-	$	-	$	-	$	~~(277,595)~~-
Net fair value											$	~~(277~~618,~~595)~~608	*

	Gross AmountsRecognized		Gross AmountsOffset inthe Statementsof FinancialCondition		AmountsPresented inthe Statementsof FinancialCondition		Gross Amounts Not Offset in theStatements of Financial Condition				Net Amount
December 31, 2017	Gross AmountsRecognized		Gross AmountsOffset inthe Statementsof FinancialCondition		AmountsPresented inthe Statementsof FinancialCondition		Gross Amounts Not Offset in the Statements of Financial Condition				Net Amount
December 31,2017							FinancialInstruments		Cash CollateralPledged/Received*
							FinancialInstruments		Cash CollateralPledged/Received*
Assets
Futures	$	1,884,990	$	(1,884,990)	$	-	$	-	$	-	$	-
Total assets	$	1,884,990	$	(1,884,990)	$	-	$	-	$	-	$	-
Liabilities
Futures	$	(2,013,343)	$	1,884,990	$	(128,353)	$	-	$	-	$	(128,353)
Total liabilities	$	(2,013,343)	$	1,884,990	$	(128,353)	$	-	$	-	$	(128,353)
Net fair value											$	(128,353)	*

In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’s non-exchange-traded contracts, as applicable, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co., thereby minimizing MS&Co.’s risk of loss. In certain instances, MS&Co. may not post collateral and as such, in the event of default by MS&Co., the Partnership is exposed to the amount shown in the Statements of Financial Condition. In the case of exchange-traded contracts, the Partnership’s exposure to counterparty risk may be reduced since the exchange’s clearinghouse interposes its credit between buyer and seller and the clearinghouse’s guarantee funds may be available in the event of a default.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

The following tables indicate the gross fair values of derivative instruments of futures and option contracts as separate assets and liabilities as of ~~June~~September 30, 2018 and December 31, 2017, respectively.

	June 30, 2018
	September 30, 2018
Assets
Futures Contracts
Energy	$	24,~~678~~129,~~898~~595
Total unrealized appreciation on open futures contracts		24,~~678~~129,~~898~~595
Liabilities
Futures Contracts
Energy		(23,~~956~~510,~~493~~987)
Total unrealized depreciation on open futures contracts		(23,~~956~~510,~~493~~987)
Net unrealized depreciation on open futures contracts	$	(277,595)	*
Net unrealized appreciation on open futures contracts	$	618,608	*
Assets
Options Purchased
Energy	$	~~842~~507,~~160~~334
Total options purchased	$	~~842~~507,~~160~~334	**
Liabilities
Options Written
Energy	$	(750,780)
Total options written	$	(750,780)	***

* This amount is in “Net unrealized ~~depreciation~~appreciation on open futures contracts” in the Statements of Financial Condition.

**	This amount is in “Options purchased, at fair value” in the Statements of Financial Condition.

*** This amount is in “Options written, at fair value” in the Statements of Financial Condition.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

	December 31, 2017
Assets
Futures Contracts
Energy	$	1,884,990
Total unrealized appreciation on open futures contracts		1,884,990
Liabilities
Futures Contracts
Energy		(2,013,343)	)
Total unrealized depreciation on open futures contracts		(2,013,343)	)
Net unrealized depreciation on open futures contracts	$	(128,353)	) *
Liabilities
Options Written
Energy	$	(545,500)	)
Total options written	$	(545,500)	) **

*	This amount is in “Net unrealized depreciation on open futures contracts” in the Statements of Financial Condition.

**	This amount is in “Options written, at fair value” in the Statements of Financial Condition.

The following table indicates the trading gains and losses, by market sector, on derivative instruments for the three and ~~six~~nine months ended ~~June~~September 30, 2018 and 2017, respectively.

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

Sector

2018

2017

2018

2017

Energy

$ ~~(912~~1,~~011)~~820,415

$ ~~(861~~930,~~265)~~105

$ 24,~~198~~018,~~051~~466

$ ~~(260~~669,~~423)~~682

Total

$ ~~(912~~1,~~011)~~820,415

***

$ ~~(861~~930,~~265)~~105

***

$ 24,~~198~~018,~~051~~466

***

$ ~~(260~~669,~~423)~~682

***

***	This amount is in “Total trading results” in the Statements of Income and Expenses and Changes in Partners’ Capital.

5.	Fair Value Measurements:

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

The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of 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.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

The Partnership considers prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded swaps and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of ~~June~~September 30, 2018 and December 31, 2017 and for the periods ~~ended~~ ~~June~~ended September 30, 2018 and 2017, the Partnership did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing ~~models~~ models (Level 3). ~~Transfers between levels are recognized at the beginning of the reporting period. During the reporting periods, there were no transfers of assets or liabilities between Level 1 and Level 2.~~

June 30, 2018	Total		Level 1		Level 2		Level 3
September 30, 2018	Total		Level 1		Level 2		Level 3
Assets
Futures	$	~~$ 2~~4,~~678~~129,~~898~~595	$	~~$ 2~~4,~~678~~129,~~898~~595	$	$ -	$	$ -
Options purchased		~~842~~507,~~160~~334		~~842~~507,~~160~~334		-		-
Total assets	$	~~$ 3~~4,~~521~~636,~~058~~929	$	~~$ 3~~4,~~521~~636,~~058~~929	$	$ -	$	$ -
Liabilities
Futures	$	~~$ 2~~3,~~956~~510,~~493~~987	$	~~$ 2~~3,~~956~~510,~~493~~987	$	$ -	$	$ -
Options written		750,780		750,780		-		-
Total liabilities	$	3,510,987	$	3,510,987	$	-	$	-
Total liabilities		$ 3,707,273		$ 3,707,273		$ -		$ -
December 31, 2017	Total		Level 1		Level 2		Level 3
Assets
Futures	$	$ 1,884,990	$	$ 1,884,990	$	$ -	$	$ -
Total assets	$	$ 1,884,990	$	$ 1,884,990	$	$ -	$	$ -
Liabilities
Futures	$	$ 2,013,343	$	$ 2,013,343	$	$ -	$	$ -
Options written		545,500		545,500		-		-
Total liabilities	$	$ 2,558,843	$	$ 2,558,843	$	$ -	$	$ -

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

6.	Financial Instrument Risks:

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

Futures Contracts. The Partnership trades futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Partnership each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Partnership. When the contract is closed, the Partnership records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and net change in unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

Options. The Partnership is permitted to purchase and write (sell) both exchange-listed and OTC options on commodities or financial instruments. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Partnership writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Partnership purchases an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily. Net realized gains (losses) and net change in unrealized gains (losses) on option contracts are included in the Statements of Income and Expenses and Changes in Partners’ Capital.

As both a buyer and seller of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership to potentially unlimited liability; for purchased options, the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership does not consider these contracts to be guarantees.

Market risk is the potential for changes in the value of the financial instruments traded by the Partnership due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded by the Partnership. The Partnership is exposed to market risk equal to the value of futures contracts held and unlimited liability on such contracts sold short.

Managed Futures Premier Energy Fund L.P. II

Notes to Financial Statements

(Unaudited)

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. In the event of a counterparty default, the Partnership’s risk of loss is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership’s risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership has credit risk and concentration risk as MS&Co. or an MS&Co. affiliate is the counterparty or broker with respect to the Partnership’s assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through MS&Co. or an MS&Co. affiliate, the Partnership’s counterparty is an exchange or clearing organization.

The General Partner monitors and attempts to mitigate the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly, believes that it had effective procedures for evaluating and limiting the credit and market risks to which the Partnership may have been subject. These monitoring systems generally allowed the General Partner to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provided account analysis of futures, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.

The Advisor concentrates the Partnership’s trading in energy related markets. Concentration in a limited number of commodity interests may have subjected the Partnership’s account to greater volatility than if a more diversified portfolio of contracts had been traded on behalf of the Partnership.

The majority of these instruments matured within one year of the inception date. However, due to the nature of the Partnership’s business, these instruments may not have been held to maturity.

The risk to the limited partners that have purchased Redeemable Units is limited to the amount of their share of the Partnership’s net assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under New York law.

In the ordinary course of business, the Partnership enters into contracts and agreements that contain various representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements cannot be determined, as this could include future claims that have not yet been made against the Partnership. The Partnership considers the risk of any future obligation relating to these indemnifications to be remote.

7.	Subsequent Events:

The General Partner evaluates events that occur after the balance sheet date but before and up until financial statements are available to be issued. The General Partner has assessed the subsequent events through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.

Item 2.

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

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of of goods or services. Its assets are its (i) equity in its trading account, consisting of unrestricted cash, restricted cash, ~~options~~net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts, options purchased at fair value and investment in U.S. Treasury bills at fair value, if applicable, (ii) cash at bank and (iii) interest receivable. Because of the low margin deposits normally required in commodity trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred during the ~~second~~third quarter of 2018.

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

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

Other than the risks inherent in commodity futures, forward, options, swaps and other derivatives trading and U.S. Treasury bills and money market mutual fund securities, the Partnership knows of no 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.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by realized and/or unrealized gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the ~~six~~nine months ended ~~June~~September 30, 2018, Partnership capital decreased 65.04% from $37,555,092 to $35,~~289~~544,~~624~~983. ~~This~~ This decrease was attributable to redemptions of 14.6330 General Partner Redeemable Units resulting in an outflow of $50,000 and redemptions of 1,~~077~~464.~~3170~~0920 limited partner Redeemable Units resulting in an outflow of $34,841,608,~~058,~~ which was partially ~~offset~~ offset by a net gain of $12,~~392~~881,~~590~~499. Future redemptions could impact the amount of funds available for investments in commodity contract positions in subsequent periods.

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

Off-Balance Sheet Arrangements and Contractual Obligations

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

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. The General Partner believes that the estimates and assumptions utilized in preparing the financial statements are reasonable. Actual results could differ from those estimates. The Partnership’s significant accounting policies are described in detail in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of the Financial Statements.

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of net realized gains (losses) and net change in unrealized gains (losses) in the Statements of Income and Expenses and Changes in Partners’ Capital.

Results of Operations

During the Partnership’s ~~second~~third quarter of 2018, the net asset value per Redeemable Unit ~~decreased~~increased 3.4.5% from $3,~~416~~300.9172 to $3,~~300~~449.7239 as compared to aan ~~decrease~~increase of 31.02% in the same period of 2017. The Partnership experienced a net trading ~~loss~~gain before fees and expenses in the ~~second~~third quarter of 2018 of $~~912~~1,~~011~~820,415. ~~Losses~~Gains were primarily attributable to the Partnership’s trading of commodity futures in natural gas. The Partnership experienced a net trading ~~loss~~gain before fees and expenses in the ~~second~~third quarter of 2017 of $~~861~~930,~~265~~105. ~~Losses~~Gains were primarily attributable to the Partnership’s trading of commodity futures in ~~Natural~~natural ~~Gas~~gas.

The most significant ~~losses~~gains were recorded during ~~May~~September as the price of natural gas futures surged higher. The Partnership’s net ~~short~~long positioning ~~generally~~ ~~incurred~~benefitted ~~losses~~after ~~over~~ the ~~second~~release ~~half~~ of ~~May~~industry asreports ~~natural~~which indicated U.S. gas ~~prices~~storage ~~moved~~would ~~higher~~be ~~amid~~20% alower ~~smaller~~this ~~than~~year ~~forecasted~~entering ~~rise~~the inkey ~~U.S.~~winter ~~gas~~demand ~~supplies~~months. ~~Smaller~~The Partnership’s ~~losses were recorded during June from~~ long positions in natural gas futures also recorded gains during August as ~~choppy~~prices ~~price action~~moved ~~dominated~~higher ~~the~~on ~~first~~increased ~~half~~weather-driven ofdemand during the month’s opening days. A portion of the Partnership’s ~~losses~~gains for the quarter was offset by ~~gains~~losses ~~achieved~~incurred ~~during~~from ~~April~~long aspositioning aduring ~~slight~~July ~~rally~~as ~~in natural gas~~ prices ~~to close the month benefitted the Partnership’s net long positioning~~declined.

During ~~six~~the nine months ended ~~June~~ September 30, 2018, the net asset value per Redeemable Unit increased 38.62% from $3,187.11 to $3,~~300~~449.7239 as compared to a decrease of 21.86% in the same period of 2017. The Partnership experienced a net trading gain before fees and expenses in the nine ~~six~~ months ended ~~June~~September 30, 2018 of $24,~~198~~018,~~051~~466. Gains were primarily attributable to the Partnership’s trading of commodity futures in natural gas. The Partnership experienced a net trading ~~loss~~gain before fees and expenses in the ~~six~~ nine months ended ~~June~~September 30, 2017 of $~~260~~669,~~423~~682. ~~Losses~~Gains were primarily attributable to the Partnership’s trading of commodity futures in ~~Natural~~natural ~~Gas~~gas.

The most notable gains were recorded during September as the Partnership’s positions benefitted after natural gas futures prices surged higher. Further gains were recorded during January from long positions in natural gas futures as prices rallied higher throughout the month amid cold weather-driven demand and shrinking supply stocks. Gains were also achieved during August as prices moved higher on increased weather-driven demand during the month’s opening days. During February, gains were primarily achieved during the opening days of the month as the Partnership’s long positions benefitted from a reversal higher in ~~natural gas~~ prices. Smaller gains were also experienced during March’s ~~opening~~ and ~~closing~~April. ~~days~~A ~~due~~portion toof ~~long~~the ~~positions~~Partnership’s ingains ~~natural~~was ~~gas~~offset ~~futures~~by aslosses ~~prices~~incurred ~~moved~~during ~~higher. Additional~~July ~~gains~~after ~~were~~natural ~~recorded~~gas ~~during~~prices ~~April.~~declined Aon ~~portion~~mild ofweather ~~the~~spreading ~~Partnership’s~~throughout much ~~gains~~of ~~was~~the ~~offset~~U.S. byAdditional losses ~~incurred~~were experienced during May from short positions in natural gas futures as prices rallied higher amid signs of supply weakness. ~~Additional~~Further losses were ~~experience~~incurred from long positions in natural gas during June.

Commodity markets are highly volatile. Broad and rapid price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility for profit or loss. The profitability of the Partnership depends on the Advisor’s ability to forecast price changes in energy and energy-related commodities. Such price changes are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that the Advisor correctly makes such forecasts, the Partnership expects to increase capital through operations.

Interest income on 80% of the Partnership’s average daily equity maintained in cash during each month was earned at the monthly average of the 4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership will not receive interests on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s account in excess of the amount described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All other interest income earned on U.S. Treasury bills and money ~~market~~ market mutual fund securities will be retained by the Partnership. Interest income earned for the three and ~~six~~nine months ended ~~June~~September 30, 2018 increased by $5541,~~809~~710 and $~~115~~157,~~500~~210, respectively, as compared to the corresponding periods in 2017. The increase in interest income was primarily due to higher 4-week U.S. Treasury bill discount rates during the three and ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the corresponding periods in 2017. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (i) the average daily equity maintained in cash in the Partnership’s account, (ii) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and (iii) interest rates over which neither the Partnership nor MS&Co. has control.

Clearing fees are based on the number of trades executed by the Advisor for the Partnership. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees for the three and ~~six~~nine months ended ~~June~~September 30, 2018 increased by $4435,~~651~~273 and $5590,~~543~~816, respectively, as compared to the corresponding periods in 2017. The increase in clearing fees was primarily due to an increase in the number of trades made by the Advisor during the three and ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the corresponding periods in 2017.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s net asset value as of the end of ~~each~~ each month and are affected by trading performance and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three and ~~six~~nine months ended ~~June~~September 30, 2018 ~~decreased~~ decreased by $3536,~~375~~270 and $68105,~~965~~235, respectively, as compared to the corresponding periods in 2017. This decrease was primarily due to lower average net assets during the three and ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the corresponding periods in 2017.

Management fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Management fees for the three and ~~six~~nine months ended ~~June~~ September 30, 2018 decreased by $22,~~018~~534 and $4265,~~955~~489, respectively, as compared to the corresponding periods in 2017. The decrease in management fees was primarily due to lower average net assets during the three and ~~six~~nine months ended ~~June~~ September 30, 2018 as compared to the corresponding periods in 2017.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership, including, among other things, (i) selecting, appointing and terminating the Partnership’s Advisor and (ii) monitoring the activities of the Advisor. These fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance and redemptions. Accordingly, it must be analyzed in relation to the fluctuations in monthly net asset values. General Partner fees for the three and ~~six~~nine months ended ~~June~~September 30, 2018 decreased by $13,~~211~~520 and $2539,~~773~~293, respectively, as compared to the corresponding periods in 2017. This decrease was primarily due to lower average net assets during the three and ~~six~~nine months ended ~~June~~September 30, 2018 as compared to the corresponding periods in 2017.

Special Limited Partner profit share allocations are based on the new trading profits generated by the Advisor at the end of the quarter, as defined in the advisory agreement among the Partnership, the General Partner and the Advisor. There were no profit share allocations made for the three and ~~six~~nine months ended ~~June~~ September 30, 2018 and 2017. The Special Limited Partner will not receive a profit share allocation until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership.

In allocating substantially all of the assets of the Partnership to the Advisor, the General Partner considers the Advisor’s past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the Advisor at any time.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

The Partnership is a speculative commodity pool. The market sensitive instruments held by Partnership are acquired for speculative trading purposes, and all or substantially all of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

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

Market movements result and resulted, respectively, in frequent changes in the fair value of the Partnership’s open positions and, consequently, in their earnings and cash balances. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open contracts and the liquidity of the markets in which the Partnership trades.

The Partnership rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of the Partnership’s future results.

Quantifying the Partnership’s Trading Value at Risk

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

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

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

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

Exchange margin requirements have been used by the Partnership as the measure of its 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.

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of ~~June~~September 30, 2018 and December 31, 2017, and the highest, lowest and average value during the three months ended ~~June~~September 30, 2018 and for the twelve months ended December 31, 2017. All open position trading risk exposures of the Partnership have been ~~included~~ included in calculating the figures set forth below. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the ~~year~~ year ended December 31, 2017.

As of ~~June~~September 30, 2018, the Partnership’s total capitalization ~~was~~ was $35,~~289~~544,~~624~~983. The Partnership’s Value at Risk as of ~~June~~September 30, 2018 was as follows:

~~June~~September 30, 2018

Three Months Ended June 30, 2018

Three Months Ended September 30, 2018

Market Sector

Value at Risk

% of ~~TotalCapitalization~~Total Capitalization

~~HighValue~~High Value at Risk

~~LowValue~~Low Value at Risk

~~AverageValue~~Average Value at Risk*

Energy

1,~~989~~267,~~353~~169

53.6456

24,~~129~~732,~~445~~134

~~218~~474,~~035~~502

1,~~376~~872,~~388~~537

Total

1,~~989~~267,~~353~~169

53.6456

*	Average of month-end Values at Risk.

As of December 31, 2017, the Partnership’s total capitalization was $37,555,092. The Partnership’s Value at Risk as of December 31, 2017 was as follows:

December 31, 2017

						Twelve Months Ended December 31, 2017
Market Sector	Value at Risk		% of ~~TotalCapitalization~~Total Capitalization			~~HighValue~~High Value at Risk		~~LowValue~~Low Value at Risk		~~AverageValue~~Average Value at Risk*
Energy	$	2,803,701		7.47	%	$	7,912,763	$	765,917	$	3,730,670
Total	$	2,803,701		7.47	%

*	Annual average of month-end Values at Risk.

Item 4.

Controls and Procedures.

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

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

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~June~~September 30, 2018 and, based on that evaluation, the General Partner’s President and CFO have concluded that, at that date, the Partnership’s disclosure controls and procedures were effective.

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

•

pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

•

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

•

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

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended ~~June~~September 30, 2018 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

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

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

MS&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 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, please refer to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2017, 2016, 2015, 2014, and 2013. In addition, MS&Co. annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. Please refer to the Commitments, Guarantees and Contingencies – Legal section of MS&Co.’s 2017 Audited Financial.

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

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

Regulatory and Governmental Matters.

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

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

On January 13, 2015, the New York Attorney General’s Office (“NYAG”), which is also a member of the RMBS Working Group, indicated that it intended 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 resolve the matter on February 10, 2016.

On June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting ~~securitizations~~Proceedings Pursuant to Sections 6(c) and 6(d) of the ~~properties~~Commodity ~~securing~~Exchange ~~them~~Act, as amended, Making Findings and ~~indicated~~Imposing Remedial Sanctions by the Commodity Futures Trading Commission (“CFTC”) to resolve allegations related to the failure of a salesperson to comply with exchange rules that ~~its~~prohibit ~~lawsuit~~off-exchange ~~would~~futures betransactions ~~brought~~unless ~~under~~there is an Exchange for Related Position (“EFRP”). Specifically, the ~~Martin~~CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act and CFTC Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and ~~NYAG~~failing ~~reached~~to anhave ~~agreement~~adequate policies and procedures designed to ~~resolve~~detect and deter the ~~matter~~violations onof the Commodity Exchange Act and CFTC Regulations. Without admitting or ~~February 10~~denying the underlying allegations and without adjudication of any issue of law or fact, ~~2016~~MS&Co. accepted and consented to entry of findings and the imposition of a cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine. MS&Co. entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co. violated CME Rules 432.Q and 538 and fined MS&Co. $750,000 and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

On ~~June 5~~July 23, ~~2012~~2014, ~~MS&Co. consented to and became~~ the ~~subject~~SEC ofapproved ana ~~Order~~settlement ~~Instituting~~by ~~Proceedings~~MS&Co. ~~Pursuant to Sections 6(c)~~ and ~~6(d)~~certain ofaffiliates ~~the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by the Commodity Futures Trading Commission (“CFTC”)~~ to resolve ~~allegations~~an investigation related to ~~the~~certain ~~failure~~subprime ~~of a~~RMBS ~~salesperson to comply with exchange rules that prohibit off-exchange futures~~ transactions ~~unless~~sponsored ~~there~~and isunderwritten anby ~~Exchange~~those ~~for~~entities ~~Related~~in ~~Position (“EFRP”)~~2007. Pursuant ~~Specifically,~~to the ~~CFTC found that from April 2008 through October 2009~~settlement, MS&Co. ~~violated Section 4c(a) of the Commodity Exchange Act~~ and ~~CFTC~~certain ~~Regulation~~affiliates ~~1.38~~were bycharged ~~executing, processing and reporting numerous off-exchange futures trades to the~~with ~~Chicago~~violating ~~Mercantile~~Sections ~~Exchange~~ 17(~~“CME”~~a) ~~and Chicago Board of Trade~~ (~~“CBOT”~~2) ~~as EFRPs in violation of CME~~ and ~~CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.~~17(a)(3) ~~by failing to supervise the handling~~ of the ~~trades~~Securities ~~at issue and failing to have adequate policies and procedures designed to detect and deter the violations of the Commodity Exchange~~ Act ~~and CFTC Regulations. Without admitting or denying the underlying allegations and without adjudication~~ of ~~any~~1933, ~~issue~~as ~~of law or fact~~amended, ~~MS&Co.~~agreed ~~accepted and consented~~ to ~~entry~~pay ofdisgorgement ~~findings~~ and ~~the~~penalties ~~imposition~~in ofan aamount ~~cease and desist order, a fine~~ of $~~5,000,000,~~275 ~~and~~million ~~undertakings related to public statements, cooperation~~ and ~~payment~~neither ofadmitted ~~the~~nor ~~fine.~~denied ~~MS&Co. entered into corresponding and related settlements with~~ the ~~CME~~SEC’s ~~and CBOT in which the CME found that MS&Co~~findings. ~~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 23~~April 21, ~~2014~~2015, the ~~SEC~~Chicago ~~approved~~Board aOptions ~~settlement~~Exchange, byIncorporated (“CBOE”) and the CBOE Futures Exchange, LLC (“CFE”) filed statements of charges against MS&Co. ~~and~~in ~~certain~~connection ~~affiliates~~with totrading ~~resolve~~by anone ~~investigation~~of ~~related to~~MS&Co.’s ~~certain~~former ~~subprime~~traders ~~RMBS~~of ~~transactions~~EEM ~~sponsored~~options ~~and~~contracts ~~underwritten~~that byallegedly ~~those~~disrupted ~~entities~~the infinal ~~2007. Pursuant~~settlement toprice of the ~~settlement,~~November 2012 VXEM futures. CBOE alleged that MS&Co. ~~and~~violated ~~certain~~CBOE ~~affiliates~~Rules ~~were~~4.1, ~~charged~~4.2 ~~with~~and ~~violating~~4.7, Sections 179(a)~~(2)~~ and 1710(ab)~~(3)~~ of the ~~Securities~~Exchange Act, ofand ~~1933, as~~Rule ~~amended,~~10b-5 ~~agreed~~thereunder. CFE toalleged ~~pay~~that ~~disgorgement~~MS&Co. ~~and~~violated ~~penalties~~CFE inRules an608, ~~amount~~609 ofand ~~$275~~620. ~~million~~The ~~and~~matters ~~neither~~were ~~admitted~~resolved ~~nor~~on ~~denied~~June ~~the~~28, ~~SEC’s~~2016 without any findings of fraud.

On ~~April 21~~June 18, 2015, ~~the~~MS&Co. ~~Chicago~~entered ~~Board~~into ~~Options~~a ~~Exchange,~~settlement ~~Incorporated~~with ~~(“CBOE”)~~the SEC and ~~the~~paid ~~CBOE~~a ~~Futures~~fine ~~Exchange~~of $500,000 ~~LLC (“CFE”)~~as ~~filed~~part ~~statements~~ of the ~~charges~~Municipalities ~~against~~Continuing ~~MS&Co.~~Disclosure inCooperation ~~connection~~Initiative ~~with~~to ~~trading~~resolve byallegations ~~one~~that of MS&Co.’s ~~former~~failed ~~traders~~to ofform ~~EEM~~a ~~options~~reasonable ~~contracts~~basis ~~that~~through ~~allegedly~~adequate ~~disrupted~~due ~~the~~diligence ~~final~~for ~~settlement~~believing ~~price~~the truthfulness of the ~~November~~assertions ~~2012~~by ~~VXEM futures. CBOE~~issuers ~~alleged~~and/or ~~that~~obligors regarding ~~MS&Co.~~their ~~violated~~compliance ~~CBOE~~with ~~Rules~~previous ~~4.1,~~continuing ~~4.2~~disclosure ~~and~~undertakings ~~4.7,~~pursuant ~~Sections~~to ~~9(a)~~Rule ~~and~~15c2-12 ~~10(b)~~under of the Exchange Act, ~~and~~in ~~Rule~~connection ~~10b-5~~with ~~thereunder. CFE~~offerings ~~alleged~~in ~~that~~which MS&Co. ~~violated~~acted ~~CFE~~as ~~Rules~~senior ~~608, 609~~or ~~and~~sole ~~620~~underwriter. ~~The matters were resolved on June 28, 2016 without any findings of fraud.~~

On ~~June 18~~August 6, 2015, MS&Co. ~~entered~~consented ~~into~~to aand ~~settlement~~became ~~with~~the subject of an order by the ~~SEC~~CFTC ~~and~~to ~~paid~~resolve allegations that MS&Co. violated CFTC Regulation 22.9(a) ~~fine~~by offailing ~~$500,000~~to ashold ~~part~~sufficient ofU.S. dollars in cleared swap segregated accounts in the ~~Municipalities~~United ~~Continuing~~States ~~Disclosure~~to ~~Cooperation~~meet ~~Initiative~~all U.S. dollar obligations to ~~resolve~~cleared ~~allegations~~swaps customers. Specifically, the CFTC found that while MS&Co. ~~failed~~at toall ~~form~~times held asufficient ~~reasonable~~funds ~~basis~~in ~~through~~segregation ~~adequate~~to ~~due diligence~~cover ~~for~~its ~~believing~~obligations ~~the~~to ~~truthfulness~~its ofcustomers, ~~the~~on ~~assertions~~certain bydays ~~issuers~~during 2013 and~~/or~~ ~~obligors~~2014, ~~regarding~~it ~~their~~held ~~compliance~~currencies, ~~with~~such ~~previous~~as ~~continuing~~euros, ~~disclosure~~instead ~~undertakings~~of ~~pursuant~~U.S. dollars, to ~~Rule~~meet its U.S. dollar obligations. ~~15c2-12~~In ~~under~~addition, the CFTC found ~~Exchange~~that ~~Act~~MS&Co. violated CFTC Regulation 166.3 by failing to have in ~~connection~~place adequate procedures to ensure that it complied with ~~offerings~~CFTC inRegulation ~~which~~22.9(a). Without admitting or denying the findings or conclusions and without adjudication of any issue of law or fact, MS&Co. ~~acted~~accepted asand ~~senior~~consented orto ~~sole~~the ~~underwriter~~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.

On23 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 U.S. dollars in cleared swap segregated accounts in the United States to meet all U.S. 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 U.S. dollars, to meet its U.S. 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.

23On December 20, 2016, MS&Co. consented to and became the subject of 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 September ~~December 20~~28, ~~2016~~2017, ~~MS&Co. consented to and became~~ the ~~subject~~CFTC of issued an order byfiling ~~the~~and ~~SEC~~simultaneously insettling ~~connection~~charges ~~with~~against ~~allegations that~~ MS&Co. ~~willfully~~regarding ~~violated~~violations ~~Sections 15(c)(3) and 17(a)(1)~~ of ~~the~~CFTC ~~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-~~166.3 by ~~including~~failing ~~margin loans~~ to andiligently ~~affiliate~~supervise inthe ~~its~~reconciliation ~~calculations, which~~of ~~resulted~~exchange ~~in making inaccurate records~~ and ~~submitting~~clearing ~~inaccurate~~fees ~~reports~~with to the ~~SEC. Without~~amounts it ~~admitting~~ultimately orcharged ~~denying~~customers ~~the~~for ~~underlying~~certain ~~allegations~~transactions ~~and~~on ~~without~~multiple ~~adjudication~~exchanges. ofThe ~~any~~order ~~issue~~and ofsettlement ~~law~~required ~~or fact,~~ MS&Co. ~~consented~~ to apay ~~cease and desist order,~~ a ~~censure~~$500,000 penalty and acease ~~civil~~and ~~monetary~~desist ~~penalty~~from ofviolating ~~$7,500,000~~Rule 166.3.

On ~~September 28~~November 2, 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co. ~~regarding~~for ~~violations~~non-compliance ofwith ~~CFTC~~applicable rules ~~Rule 166.3~~governing byPart ~~failing~~17 toLarge ~~diligently~~Trader ~~supervise~~reports ~~the~~to ~~reconciliation of exchange and clearing fees with~~ the ~~amounts it ultimately charged customers for certain transactions on multiple exchanges~~CFTC. The order ~~and~~requires ~~settlement required~~ MS&Co. to pay a $~~500~~350,000 penalty and cease and desist from ~~violating~~further ~~Rule 166~~violations of the Commodity Exchange Act.3.

OnCivil ~~November 2,~~Litigation 2017, the CFTC issued an order filing and simultaneously settling charges against MS&Co. for non-compliance with applicable rules governing Part 17 Large Trader reports to the CFTC. The order requires MS&Co. to pay a $350,000 penalty and cease and desist from further violations of the Commodity Exchange Act.

~~Civil~~On July 15, ~~Litigation~~2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint relates to a $275 million credit default swap referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserts claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that MS&Co. misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co. knew that the assets backing the CDO were of poor quality when it entered into the credit default swap with CDIB. The complaint seeks compensatory damages related to the approximately $228 million that CDIB alleges it has already lost under the credit default swap, rescission of CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and costs. On February 28, 2011, the court denied MS&Co.’s motion to dismiss the complaint. On June 27, 2018, the Firm filed a motion for summary judgment and spoliation sanctions against CDIB. Based on currently available information, MS&Co. believes it could incur a loss of up to approximately $240 million plus pre- and post-judgment interest, fees and costs.

On ~~July~~October 15, 2010, the ~~China~~Federal ~~Development~~Home ~~Industrial~~Loan Bank ~~(“CDIB”)~~of Chicago filed a complaint against MS&Co. and other defendants in the Circuit Court of the State of Illinois, styled ~~China~~ ~~Development~~Federal ~~Industrial~~Home Loan Bank of Chicago v. ~~Morgan Stanley~~ &Bank ~~Co.~~of ~~Incorporated~~America Funding Corporation et al., ~~which~~A iscorrected ~~pending~~amended incomplaint ~~the~~was ~~Supreme~~filed ~~Court~~on ofApril 8, ~~the~~2011, ~~State~~which ofalleges that ~~New~~defendants ~~York,~~made ~~New~~untrue ~~York~~statements ~~County~~and ~~(“Supreme~~material ~~Court~~omissions ofin ~~NY”).~~the ~~The~~sale ~~complaint~~to ~~relates~~plaintiff to of a ~~$275~~number of ~~million~~mortgage ~~credit~~pass-through ~~default~~certificates ~~swap~~backed ~~referencing~~by ~~the~~securitization ~~super~~trusts ~~senior~~containing ~~portion~~residential ofmortgage ~~the~~loans ~~STACK~~and ~~2006-1 CDO. The complaint~~ asserts claims ~~for~~under Illinois ~~common~~ law. The total ~~fraud,~~amount ~~fraudulent~~of ~~inducement~~certificates ~~and~~allegedly ~~fraudulent~~sold ~~concealment~~to ~~and alleges~~plaintiff ~~that~~by MS&Co. ~~misrepresented~~at issue in the ~~risks~~action ofwas approximately ~~the~~$203 ~~STACK~~million. ~~2006-1~~The ~~CDO~~complaint toseeks, ~~CDIB~~among other things, to ~~and~~rescind the ~~that~~plaintiff’s purchase ~~MS&Co~~of such certificates. ~~knew~~The ~~that~~defendants ~~the~~filed ~~assets~~a ~~backing~~motion ~~the~~to ~~CDO~~dismiss ~~were~~the ofcorrected ~~poor~~amended ~~quality~~complaint ~~when~~on itMay 27, ~~entered~~2011, ~~into~~which ~~the~~was ~~credit~~denied ~~default~~on ~~swap~~September 19, ~~with CDIB~~2012. ~~The~~On ~~complaint~~December 13, ~~seeks~~2013, ~~compensatory~~the ~~damages~~court ~~related~~entered toan ~~the~~order ~~approximately~~dismissing ~~$228 million~~all ~~that~~claims related ~~CDIB~~to ~~alleges~~one itof ~~has~~the ~~already~~securitizations ~~lost~~at ~~under~~issue. ~~the~~On ~~credit~~January ~~default~~18, ~~swap~~2017, ~~rescission~~the ofcourt ~~CDIB’s~~entered ~~obligation~~an toorder ~~pay~~dismissing anall ~~additional~~claims ~~$12 million,~~related ~~punitive damages,~~to ~~equitable~~an ~~relief,~~additional ~~fees~~securitization ~~and~~at ~~costs~~issue. On ~~February 28,~~After ~~2011~~those dismissals, the ~~court~~remaining ~~denied~~amount of certificates allegedly issued by MS&Co.’s ~~motion~~or sold to ~~dismiss~~plaintiff ~~the~~by ~~complaint~~MS&Co. Onwas ~~June 27~~approximately $65 million. At September 25, 2018, the ~~Firm~~current ~~filed~~unpaid abalance ~~motion~~of ~~for~~the ~~summary~~mortgage ~~judgment~~pass-through certificates at issue in this action was approximately $37 million, and ~~spoliation~~the ~~sanctions~~certificates ~~against~~had not ~~CDIB~~yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss ofin this action up to ~~approximately~~the difference between the $~~240~~ 37 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.

On24 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, which 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. On January 18, 2017, the court entered an order dismissing all claims related to an additional securitization at issue. After those dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $65 million. At June 25, 2018, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $37 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 $37 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.

24On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $133 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 11, 2016, the Appellate Division, First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At September 25, 2018, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $23 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $23 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On ~~May~~April 171, ~~2013~~2016, ~~plaintiff~~the inCalifornia ~~IKB~~Attorney ~~International~~General’s SOffice filed an action against MS&Co.A. in ~~Liquidation, et~~California ~~al.~~state court styled California v. Morgan Stanley, et al., ~~filed~~on abehalf ~~complaint~~of ~~against~~California ~~MS&Co.~~investors, ~~and~~including ~~certain~~the ~~affiliates~~California inPublic Employees’ Retirement System and the ~~Supreme~~California ~~Court~~Teachers’ ofRetirement NYSystem. The complaint alleges that ~~defendants~~MS&Co. made ~~material~~ misrepresentations and omissions inregarding ~~the~~residential ~~sale to plaintiff of certain~~ mortgage ~~pass~~-~~through certificates~~ backed bysecurities ~~securitization~~and ~~trusts~~notes ~~containing~~issued ~~residential~~by ~~mortgage~~the ~~loans.~~Cheyne ~~The~~SIV ~~total~~(defined ~~amount of certificates allegedly sponsored~~below), ~~underwritten~~ and~~/or~~ ~~sold~~asserts byviolations ~~MS&Co. to plaintiff was approximately $133 million. The complaint alleges causes~~ of ~~action~~the ~~against~~California ~~MS&Co.~~False ~~for~~Claims ~~common~~Act ~~law~~and ~~fraud,~~other ~~fraudulent~~state ~~concealment,~~laws ~~aiding~~ and ~~abetting~~seeks ~~fraud,~~treble ~~and negligent misrepresentation~~damages, ~~and seeks~~civil penalties, ~~among other things~~disgorgement, ~~compensatory~~ and ~~punitive~~injunctive ~~damages~~relief. On ~~October 29~~September 30, ~~2014~~ 2016, the court granted ~~in part and denied in part~~ MS&Co.’s ~~motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals~~demurrer, ~~the~~with ~~remaining~~leave ~~amount of certificates allegedly issued by MS&Co. or sold~~ to ~~plaintiff~~ ~~by MS&Co~~replead. ~~was approximately $116 million.~~ On ~~August 11~~October 21, 2016, the ~~Appellate~~California ~~Division,~~Attorney ~~First~~General ~~Department~~filed ~~affirmed~~an ~~the~~amended ~~trial court’s decision denying in part MS&Co~~complaint.’s ~~motion~~On toJanuary ~~dismiss the complaint. At June~~ 25, ~~2018~~2017, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $24 million, and the certificates had incurred actual losses of $58 million. Based on currently available ~~information,~~court ~~MS&Co.~~denied believes it could incur a loss in this action up to the difference between the $24 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co.,’s ordemurrer ~~upon~~with ~~sale,~~respect ~~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~~amended ~~to a judgment~~complaint.

OnSettled ~~April 1,~~Civil ~~2016,~~Litigation 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 (defined below), 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.

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

On ~~December~~March 2315, ~~2009~~2010, the Federal Home Loan Bank of ~~Seattle~~San Francisco filed a complaint against MS&Co. and ~~another~~other ~~defendant~~defendants in the Superior Court of the State of ~~Washington,~~California styled Federal Home Loan Bank of ~~Seattle~~San Francisco v. ~~Morgan~~Credit ~~Stanley &~~Suisse ~~Co.~~Securities ~~Inc.~~(USA) LLC, et al. ~~The~~ An amended complaint, filed on ~~September~~ June 2810, 2010, ~~alleges~~ alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a ~~certain~~number of 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~~ 704 million. The complaint ~~raises~~raised claims under both the ~~Washington~~federal ~~State~~securities ~~Securities~~laws ~~Act~~and California law and ~~seeks~~sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 23 26, ~~2017~~2015, as a result of a settlement with certain other defendants, the ~~parties~~plaintiff ~~reached~~requested anand ~~agreement~~the tocourt ~~settle~~subsequently entered a dismissal with prejudice of certain of the ~~litigation~~plaintiff’s claims, including all remaining claims against MS&Co.

~~On March 15,~~25 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al. An amended complaint filed on June 10, 2010 alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $704 million. The complaint raised claims under both the federal securities laws and California law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 26, 2015, as a result of a settlement with certain other defendants, the plaintiff requested and the court subsequently entered a dismissal with prejudice of certain of the plaintiff’s claims, including all remaining claims against MS&Co.

25On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raises claims under both the federal securities laws and California law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On December 21, 2016, the parties reached an agreement to settle the litigation.

On ~~March~~July 159, 2010 and February 11, ~~the~~2011, ~~Federal~~Cambridge ~~Home~~Place ~~Loan~~Investment ~~Bank~~Management ofInc. ~~San Francisco~~ filed ~~a complaint~~two separate complaints against MS&Co. and/or its affiliates and other defendants in the Superior Court of the ~~State~~Commonwealth of ~~California~~Massachusetts, both styled Cambridge ~~Federal~~Place ~~Home~~Investment ~~Loan~~Management ~~Bank~~Inc. ~~of San Francisco~~ v. ~~Deutsche~~Morgan ~~Bank~~Stanley & ~~Securities~~Co., Inc. , et al. The Ancomplaints ~~amended~~asserted ~~complaint,~~claims ~~filed~~ on ~~June 10,~~behalf ~~2010,~~of ~~alleges~~certain clients of plaintiff’s affiliates and alleged that defendants made untrue statements and material omissions in ~~connection with~~ the sale toof a ~~plaintiff~~number of ~~certain~~ mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly ~~sold~~issued ~~to plaintiff~~ by MS&Co. ~~was~~and/or ~~approximately~~its affiliates ~~$276 million.~~or ~~The~~sold ~~complaint~~to ~~raises~~plaintiff’s ~~claims~~affiliates’ ~~under~~clients ~~both~~by ~~the~~MS&Co. ~~federal securities laws~~ and/or ~~California~~its ~~law~~affiliates ~~and~~in ~~seeks, among~~the ~~other~~two ~~things, to~~matters ~~rescind~~was ~~the~~approximately ~~plaintiff’s~~$263 ~~purchase of such certificates~~million. On ~~December 21~~February 11, ~~2016~~2014, the parties ~~reached~~entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

On ~~July 9~~October 25, 2010 ~~and February 11~~, ~~2011~~MS&Co., ~~Cambridge~~certain ~~Place~~affiliates ~~Investment~~and ~~Management~~Pinnacle ~~Inc.~~Performance ~~filed two separate~~Limited, ~~complaints against~~a ~~MS&Co.~~special ~~and/or~~purpose ~~its~~vehicle ~~affiliates~~(“SPV”), ~~and~~were ~~other~~named as defendants in a purported class action in the ~~Superior~~United States District Court offor the ~~Commonwealth~~Southern District of ~~Massachusetts,~~New ~~both~~York (“SDNY”), styled ~~Cambridge~~Ge ~~Place~~Dandong, ~~Investment~~et ~~Management Inc~~al. v. ~~Morgan~~Pinnacle ~~Stanley & Co.,~~Performance ~~Inc~~Ltd., et al. ~~The~~ ~~complaints~~On ~~asserted~~January ~~claims~~31, on2014, ~~behalf~~the ofplaintiffs ~~certain~~in ~~clients~~the ofaction, ~~plaintiff’s~~which ~~affiliates~~related ~~and~~to ~~alleged~~securities ~~that~~issued ~~defendants~~by ~~made~~the ~~untrue~~SPV ~~statements and material omissions~~ in ~~the~~Singapore, ~~sale~~filed of a ~~number~~second ~~of mortgage~~amended ~~pass-through certificates~~complaint, ~~backed~~which byasserted ~~securitization~~common ~~trusts~~law ~~containing~~claims ~~residential~~of ~~mortgage~~fraud, ~~loans. The total~~aiding ~~amount~~and ofabetting ~~certificates~~fraud, ~~allegedly~~fraudulent inducement, ~~issued~~aiding ~~by MS&Co.~~ and~~/or~~ ~~its~~abetting ~~affiliates~~fraudulent orinducement, ~~sold~~and tobreach ~~plaintiff’s~~of ~~affiliates’~~the ~~clients~~implied bycovenant ~~MS&Co. and/or~~of ~~its~~good ~~affiliates~~faith inand ~~the~~fair ~~two matters was approximately $263 million~~dealing. On ~~February 11~~July 17, 2014, the parties ~~entered~~reached ~~into~~ an agreement to settle the litigation~~. On February 20~~, ~~2014,~~which ~~the~~received final court ~~dismissed~~approval ~~the~~on ~~action~~July 2, 2015.

On ~~October 25,~~July ~~2010~~5, ~~MS&Co.~~2011, ~~certain~~Allstate ~~affiliates~~Insurance Company and ~~Pinnacle~~certain ~~Performance~~of ~~Limited,~~its aaffiliated ~~special~~entities ~~purpose~~filed ~~vehicle (“SPV”), were named as defendants in~~ a ~~purported~~complaint ~~class~~against ~~action~~MS&Co. in the Supreme ~~United States District~~ Court ~~for the Southern District~~ of ~~New York (“SDNY”)~~NY, styled GeAllstate ~~Dandong~~Insurance Company, et al. v. ~~Pinnacle~~Morgan ~~Performance Ltd.~~Stanley, et al. ~~On January 31~~An amended complaint was filed on September 9, ~~2014~~2011, and alleged that the ~~plaintiffs~~defendants made untrue statements and material omissions in the ~~action,~~sale ~~which~~to ~~related~~the plaintiffs toof ~~securities~~certain ~~issued~~mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued and/or sold to the ~~SPV~~plaintiffs inby ~~Singapore,~~MS&Co. ~~filed~~was aapproximately ~~second~~$104 million. ~~amended~~The complaint, ~~which~~raised ~~asserted~~ common law claims of fraud, fraudulent inducement, aiding and abetting fraud, ~~fraudulent~~and ~~inducement,~~negligent ~~aiding~~ misrepresentation and ~~abetting~~seeks, ~~fraudulent~~among ~~inducement~~other things, compensatory and/or ~~breach~~recessionary ofdamages ~~the~~associated ~~implied~~with ~~covenant~~the plaintiffs’ purchases of ~~good~~such ~~faith and fair dealing~~certificates. On ~~July 17~~January 16, ~~2014~~2015, the parties reached an agreement to settle the litigation~~, which received final court approval on July 2, 2015~~.

On July 518, 2011, the ~~Allstate~~Western and Southern Life Insurance Company and certain ~~of its~~ affiliated ~~entities~~companies filed a complaint against MS&Co. in ~~the~~and ~~Supreme~~other defendants in the Court of NYCommon Pleas in Ohio, styled ~~Allstate~~Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on ~~September~~April 92, ~~2011,~~2012 and alleged that ~~the~~ defendants made untrue statements and material omissions in the sale to ~~the~~ plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The ~~total~~ amount of the certificates allegedly ~~issued and/or~~ sold to ~~the~~ plaintiffs by MS&Co. was approximately $~~104~~ 153 million. On ~~The~~June ~~complaint raised common law claims of fraud~~8, 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 January 16, 2015, the parties reached an agreement to settle the litigation.

On ~~July~~September 182, 2011, the ~~Western~~Federal ~~and~~Housing ~~Southern~~Finance ~~Life~~Agency, ~~Insurance~~as ~~Company~~conservator ~~and~~for ~~certain~~Fannie ~~affiliated companies filed a complaint~~Mae ~~against MS&Co.~~ and ~~other~~Freddie ~~defendants in the Court of Common Pleas in Ohio~~Mac, filed ~~styled~~17 ~~Western~~complaints ~~and~~against ~~Southern~~numerous ~~Life~~financial ~~Insurance~~services ~~Company~~companies, etincluding alMS&Co. v.and ~~Morgan~~certain ~~Stanley Mortgage Capital Inc~~affiliates., etA ~~al. An amended~~ complaint ~~was~~against ~~filed on~~MS&Co. ~~April 2,~~and ~~2012~~certain affiliates and ~~alleged~~other ~~that~~ defendants ~~made~~was ~~untrue~~filed ~~statements and material omissions~~ in the ~~sale~~Supreme toCourt ~~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 8NY, ~~2015, the parties reached an agreement to settle the litigation.~~

On26 September 2, 2011, the Federal Housing Finance Agency, 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 alleged that defendants

26 styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The complaint alleged 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 sought, among other things, rescission and compensatory and punitive damages. On February 7, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against 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 alleged that the defendants made untrue statements and material omissions in ~~connection with~~ the sale to ~~Fannie~~the ~~Mae~~plaintiffs ~~and Freddie Mac~~ of ~~residential~~ certain mortgage pass-through certificates ~~with~~backed anby ~~original~~securitization ~~unpaid~~trusts ~~balance~~containing residential mortgage loans. The total amount of ~~approximately~~ certificates allegedly sponsored, underwritten, and/or sold by MS&Co. was approximately $~~11 billion~~758 million. The amended complaint raised common law claims ~~under~~of ~~federal~~fraud, ~~and~~fraudulent ~~state~~inducement, ~~securities~~and ~~laws~~aiding and ~~common~~abetting ~~law~~fraud and sought, among other things, rescission, ~~and~~ compensatory, and/or ~~punitive~~rescissionary damages~~. On February 7~~, ~~2014,~~as ~~the~~well ~~parties~~as ~~entered~~punitive damages, ~~into~~associated anwith ~~agreement~~the toplaintiffs’ ~~settle~~purchases ~~the~~of ~~litigation~~such certificates. On ~~February 20~~April 11, 2014, the ~~court~~parties ~~dismissed~~entered ~~the~~into ~~action~~a settlement agreement.

On April 25, 2012, ~~Metropolitan~~The ~~Life~~Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. and certain affiliates in the ~~Supreme~~Superior Court of NYthe State of New Jersey, styled ~~Metropolitan~~The ~~Life~~Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. AnOn ~~amended complaint~~October 16, ~~was~~2012, plaintiffs filed onan ~~June 29,~~amended ~~2012,~~complaint. ~~and~~The ~~alleged~~amended complaint alleged that ~~the~~ defendants made untrue statements and material omissions in connection with 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~~1.073 billion. The amended complaint raised claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, ~~and~~equitable fraud, aiding and abetting fraud, and ~~sought,~~violations ~~among~~of ~~other~~the ~~things,~~New ~~rescission,~~Jersey ~~compensatory,~~Racketeer Influenced and~~/or~~ ~~rescissionary~~Corrupt ~~damages,~~Organizations ~~as well as punitive damages~~Act, ~~associated~~and ~~with~~included ~~the~~a ~~plaintiffs’~~claim ~~purchases~~for oftreble ~~such certificates~~damages. On ~~April~~January 118, ~~2014~~2016, the parties ~~entered~~reached an ~~into~~agreement ato ~~settlement~~settle ~~agreement~~the litigation.

OnIn ~~April 25,~~re ~~2012,~~Morgan ~~The~~Stanley ~~Prudential~~Mortgage ~~Insurance~~Pass-Through ~~Company~~Certificates ofLitigation, ~~America~~which ~~and~~had ~~certain~~been ~~affiliates filed~~pending ~~a complaint against MS&Co. and certain affiliates~~ in the ~~Superior Court of the State of New Jersey~~SDNY, ~~styled~~was ~~The~~a ~~Prudential~~putative ~~Insurance~~class ~~Company~~action ofinvolving ~~America,~~allegations ~~et al. v. Morgan Stanley~~that, etamong ~~al.~~other ~~On October 16~~things, ~~2012,~~the ~~plaintiffs~~registration ~~filed an amended complaint. The amended complaint alleged that defendants made untrue~~ statements and ~~material~~offering ~~omissions~~documents inrelated ~~connection~~to ~~with~~ the ~~sale~~offerings ~~to plaintiffs~~ of certain mortgage pass-through certificates ~~backed~~in by2006 ~~securitization~~and ~~trusts~~2007 ~~containing residential~~contained ~~mortgage~~false ~~loans. The total amount of certificates allegedly sponsored, underwritten~~ and~~/or~~ misleading ~~sold~~information byconcerning ~~MS&Co. was approximately $1.073 billion. The amended complaint raised claims under~~ the ~~New~~pools ~~Jersey~~of ~~Uniform~~residential ~~Securities~~loans ~~Law,~~that asbacked ~~well as~~these ~~common~~securitizations. ~~law~~On ~~claims~~December ~~of negligent misrepresentation~~18, ~~fraud~~2014, ~~fraudulent~~the ~~inducement,~~parties’ ~~equitable~~agreement ~~fraud,~~to ~~aiding~~settle ~~and abetting fraud, and violations of~~ the ~~New~~litigation ~~Jersey~~received ~~Racketeer~~final ~~Influenced~~court ~~and Corrupt Organizations Act~~approval, and ~~included~~on aDecember ~~claim for treble damages. On January 8~~19, ~~2016~~2014, the ~~parties~~court ~~reached~~ entered an ~~agreement~~order todismissing ~~settle~~ the ~~litigation~~action.

InOn reNovember ~~Morgan~~4, ~~Stanley Mortgage~~2011, ~~Pass-Through~~the ~~Certificates~~Federal ~~Litigation~~Deposit Insurance Corporation, ~~which~~as ~~had~~receiver ~~been~~for ~~pending~~Franklin Bank S.S.B, filed two complaints against MS&Co. in the ~~SDNY,~~District Court of the State of Texas. Each was astyled ~~putative~~Federal ~~class~~Deposit ~~action~~Insurance ~~involving~~Corporation ~~allegations~~as ~~that,~~Receiver ~~among~~for ~~other~~Franklin ~~things~~Bank, ~~the~~S.S.B ~~registration~~v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue statements and ~~offering~~material ~~documents~~omissions ~~related~~in toconnection with the ~~offerings~~sale to plaintiff of ~~certain~~ mortgage pass-through certificates inbacked ~~2006~~by ~~and~~securitization ~~2007~~trusts ~~contained~~containing ~~false~~residential ~~and~~mortgage ~~misleading~~loans. ~~information~~The ~~concerning~~amount ~~the~~of certificates ~~pools~~allegedly ofunderwritten ~~residential~~and ~~loans~~sold ~~that~~to ~~backed~~plaintiff ~~these~~by ~~securitizations~~MS&Co. Onin ~~December 18,~~these ~~2014,~~cases ~~the~~was ~~parties’~~approximately ~~agreement~~$67 tomillion ~~settle~~and ~~the litigation~~$35 ~~received final court approval~~million, ~~and~~respectively. onOn ~~December 19~~July 2, ~~2014~~2015, the ~~court~~parties ~~entered~~reached an ~~order~~agreement ~~dismissing~~to settle the ~~action~~litigation.

On ~~November~~February 414, ~~2011~~2013, ~~the Federal Deposit Insurance Corporation, as receiver for Franklin~~ Bank SHapoalim B.SM.B, filed ~~two~~a ~~complaints~~ complaint against MS&Co. and certain affiliates in the ~~District~~Supreme Court of ~~the~~NY, ~~State of Texas. Each was~~ styled ~~Federal Deposit Insurance Corporation as Receiver for Franklin~~ Bank, SHapoalim B.SM.B v. Morgan Stanley & ~~Company~~et ~~LLC F/K/A Morgan Stanley~~al. &The ~~Co.~~complaint ~~Inc. and~~ alleged that ~~MS&Co.~~defendants made ~~untrue~~material ~~statements~~misrepresentations and ~~material~~ omissions in ~~connection with~~ the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts ~~containing~~ containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold ~~to plaintiff~~ by MS&Co. into ~~these~~plaintiff ~~cases~~ was approximately $~~67 million~~141 ~~and $35~~ million~~, respectively~~. On July 2, ~~2015, the parties reached an agreement to settle the litigation.~~

On27 February 14, 2013, Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Bank Hapoalim B.M. v. Morgan Stanley et al. The complaint alleged that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $141 million. On July 28, 2015, the

27 28, 2015, the parties reached an agreement to settle the litigation, and on August 12, 2015, the plaintiff filed a stipulation of discontinuance with prejudice.

On September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. ~~parties~~filed ~~reached~~a ancomplaint ~~agreement~~against MS&Co. and certain affiliates in the SDNY. The complaint alleged that defendants made untrue statements of material fact or omitted to ~~settle~~state material facts in the ~~litigation~~sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or onsold ~~August~~by MS&Co. to plaintiffs in the matter was approximately $417 million. The complaint alleged violations of federal and various state securities laws and sought, among other things, rescissionary and compensatory damages. On November 1223, 2015, the ~~plaintiff~~parties ~~filed~~reached aan ~~stipulation~~agreement ofto ~~discontinuance~~settle ~~with~~the ~~prejudice~~matter.

On September 2316, ~~2013~~2014, the ~~plaintiff~~Virginia inAttorney ~~National~~General’s ~~Credit~~Office ~~Union~~filed ~~Administration~~a ~~Board~~civil v.lawsuit, ~~Morgan~~styled Commonwealth of Virginia ex rel. ~~Stanley &~~Integra CoREC LLC v. Barclays Capital Inc., et al., ~~filed a complaint~~ against MS&Co. and ~~certain~~several ~~affiliates~~other defendants in the ~~SDNY.~~Circuit ~~The~~Court ~~complaint~~of ~~alleged~~the ~~that~~City ~~defendants~~of ~~made~~Richmond ~~untrue~~related ~~statements~~to ofRMBS. ~~material~~The ~~fact~~lawsuit oralleged ~~omitted~~that toMS&Co. ~~state~~and ~~material~~the ~~facts~~other indefendants ~~the~~knowingly made ~~sale~~misrepresentations toand ~~the~~omissions ~~plaintiff~~related ofto ~~certain~~the ~~mortgage~~loans ~~pass-through~~backing ~~certificates~~RMBS ~~issued~~purchased by ~~securitization~~the ~~trusts~~Virginia ~~containing~~Retirement ~~residential mortgage loans~~System. The ~~total~~complaint ~~amount~~asserted ofclaims ~~certificates~~under ~~allegedly~~the ~~sponsored,~~Virginia ~~underwritten~~Fraud ~~and/or~~Against ~~sold~~Taxpayers byAct, ~~MS&Co.~~as towell ~~plaintiffs~~as ~~in the~~common ~~matter~~law ~~was~~claims ~~approximately $417 million. The complaint alleged violations~~ of ~~federal~~actual and ~~various~~constructive fraud, ~~state securities laws~~ and sought, among other things, ~~rescissionary~~treble damages and ~~compensatory~~civil ~~damages~~penalties. On ~~November~~January 236, ~~2015~~2016, the parties reached an agreement to settle the ~~matter~~litigation. An order dismissing the action with prejudice was entered on January 28, 2016.

On ~~September~~April 1620, ~~2014~~2011, the ~~Virginia~~Federal ~~Attorney~~Home ~~General’s~~Loan ~~Office~~Bank of Boston filed a ~~civil~~complaint against MS&Co. and other defendants in the Superior Court ~~lawsuit,~~of ~~styled~~the Commonwealth of ~~Virginia~~Massachusetts exstyled ~~rel.~~Federal ~~Integra~~Home ~~REC~~Loan ~~LLC~~Bank of Boston v. ~~Barclays~~Ally ~~Capital~~Financial, Inc., F/K/A GMAC LLC et al., ~~against~~An ~~MS&Co.~~amended complaint was filed on June 29, 2012 and ~~several~~alleged ~~other~~that defendants inmade ~~the~~untrue ~~Circuit~~statements ~~Court~~and ofmaterial omissions in the ~~City~~sale to plaintiff of ~~Richmond~~certain ~~related~~mortgage topass-through ~~RMBS.~~certificates ~~The~~backed ~~lawsuit~~by ~~alleged~~securitization ~~that MS&Co.~~trusts ~~and~~containing ~~the~~residential ~~other~~mortgage ~~defendants~~loans. ~~knowingly~~The ~~made~~total ~~misrepresentations~~amount ~~and~~of ~~omissions~~certificates ~~related~~allegedly toissued ~~the~~by ~~loans~~MS&Co. ~~backing~~or ~~RMBS~~sold ~~purchased~~to plaintiff by MS&Co. ~~the~~was ~~Virginia~~approximately ~~Retirement~~$385 ~~System~~million. The amended complaint ~~asserted~~raised claims under the ~~Virginia~~Massachusetts ~~Fraud~~Uniform ~~Against~~Securities ~~Taxpayers~~ Act, asthe ~~well as~~Massachusetts ~~common~~Consumer ~~law~~Protection ~~claims~~Act ~~of actual~~ and ~~constructive~~common ~~fraud,~~law and sought, among other things, ~~treble~~to ~~damages~~rescind ~~and~~the ~~civil~~plaintiff’s purchase ~~penalties~~of such certificates. On ~~January~~November 625, ~~2016~~2013, July 16, 2014, and May 19, 2015, respectively, the ~~parties~~plaintiff ~~reached~~voluntarily andismissed ~~agreement~~its claims against MS&Co. with respect to ~~settle~~three of the ~~litigation~~securitizations at issue. AnAfter ~~order~~these voluntary ~~dismissing~~dismissals, the ~~action~~remaining ~~with prejudice~~amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was ~~entered~~approximately on$332 ~~January 28~~million. On July 13, ~~2016.~~2018, the parties reached an agreement in principle to settle the litigation.

On ~~April~~May 203, ~~2011~~2013, ~~the~~plaintiffs ~~Federal~~in ~~Home~~Deutsche ~~Loan~~Zentral-Genossenschaftsbank ~~Bank~~AG ofet ~~Boston~~al. v. Morgan Stanley et al. filed a ~~complaint~~ complaint against MS&Co., certain affiliates, and other defendants in the ~~Superior~~Supreme Court of ~~the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v~~NY. ~~Ally~~The ~~Financial, Inc. F/K/A GMAC LLC et al. An amended~~ complaint ~~was filed on June 29, 2012 and~~ alleged that defendants made ~~untrue~~material ~~statements~~misrepresentations 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~~sponsored, byunderwritten ~~MS&Co.~~ and/or sold ~~to plaintiff~~ by MS&Co. to plaintiff was approximately $~~385~~634 million. The ~~amended~~ complaint ~~raised~~alleges ~~claims~~causes ~~under~~of action ~~the~~against ~~Massachusetts~~MS&Co. ~~Uniform~~for ~~Securities Act, the Massachusetts Consumer Protection Act and~~ common law ~~and sought~~fraud, ~~among~~fraudulent ~~other things~~concealment, toaiding ~~rescind~~and ~~the~~abetting ~~plaintiff’s purchase of such certificates. On November 25~~fraud, ~~2013,~~negligent ~~July 16~~misrepresentation, ~~2014,~~ and ~~May 19,~~rescission ~~2015,~~and ~~respectively~~seeks, ~~the~~among ~~plaintiff~~other ~~voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals~~things, ~~the~~compensatory ~~remaining~~and ~~amount~~punitive ~~of certificates allegedly issued by MS&Co~~damages. orOn ~~sold~~June ~~to plaintiff by MS&Co. was approximately $332 million. On July 13~~26, 2018, the parties ~~reached~~entered into an agreement ~~in principle~~ to settle the litigation.

OnAdditional ~~May 3,~~lawsuits ~~2013, plaintiffs~~containing inclaims ~~Deutsche~~similar ~~Zentral-Genossenschaftsbank~~to AGthose etdescribed ~~al.~~above v.may ~~Morgan~~be ~~Stanley~~filed etin althe future. ~~filed~~In athe ~~complaint~~course ~~against~~of its business, MS&Co., ~~certain~~as ~~affiliates,~~a ~~and~~major ~~other~~futures ~~defendants~~commission inmerchant, ~~the~~is ~~Supreme~~party ~~Court~~to ofvarious ~~NY.~~civil ~~The~~actions, ~~complaint~~claims ~~alleged~~and ~~that~~routine ~~defendants~~regulatory ~~made material~~investigations ~~misrepresentations~~ and ~~omissions~~proceedings inthat the ~~sale~~General toPartner ~~plaintiffs~~believes ofdo ~~certain~~not ~~mortgage~~have ~~pass-through~~a ~~certificates~~material effect ~~backed~~on bythe ~~securitization~~business ~~trusts containing residential mortgage loans. The total amount~~ of ~~certificates allegedly sponsored, underwritten and/or sold by~~ MS&Co. ~~to plaintiff was approximately $634 million. The complaint alleges causes of action against~~ MS&Co. ~~for~~may ~~common~~establish ~~law~~reserves ~~fraud,~~from ~~fraudulent~~time ~~concealment,~~to ~~aiding~~time ~~and~~in ~~abetting~~connections ~~fraud,~~with ~~negligent~~such ~~misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages~~actions. ~~On June 26, 2018, the parties entered into an agreement to settle the litigation.~~

~~Additional~~28 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 connections with such actions.

28Item 1A. Risk Factors.

There have been no material changes to the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018.

~~There have been no material changes to the risk factors set forth under Part I,~~ Item 1A2. ~~“Risk~~Unregistered ~~Factors.”~~Sales ~~in the~~of ~~Partnership’s~~Equity ~~Annual~~Securities ~~Report on Form 10-K for the fiscal year ended December 31, 2017~~ and ~~under~~Use ~~Part~~of ~~II, Item 1A~~Proceeds. ~~“Risk Factors.” in the Partnership’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2018.~~

~~Item~~For 2the three months ended September 30, 2018, there were no additional subscriptions for Redeemable Units. ~~Unregistered~~Redeemable Units ~~Sales~~and Special Limited Partner Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of ~~Equity~~the Securities Act and ~~Use~~Section 506 of ~~Proceeds~~Regulation D promulgated thereunder. Redeemable Units are purchased by accredited investors as defined in Regulation D. In determining the applicability of the exemptions, the General Partner relies on the fact that Redeemable Units and Special Limited Partner Redeemable Units are purchased by accredited investors in a private offering.

~~For~~The ~~the~~Partnership ~~three months ended June 30, 2018, there were~~ no ~~additional~~longer ~~subscriptions~~offers ~~for~~ Redeemable Units. Redeemable Units and Special Limited Partner Redeemable Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. Redeemable Units are purchased by accredited investors as defined in Regulation D. In determining the applicability of the exemptions, the General Partner relies on the fact that Redeemable Units and Special Limited Partner Redeemable Units are purchased by accredited investors in a private offering.

The ~~Partnership~~following nochart ~~longer~~sets ~~offers~~forth the purchases of Redeemable Units by the Partnership.

The following chart sets forth the purchases of Redeemable Units by the Partnership.


Period	(a) Total Number of Redeemable Units Purchased*		(b) Average Price Paid per Redeemable Unit**		(c) Total Number of Redeemable Units Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Redeemable Units that May Yet Be Purchased Under the Plans or Programs
July 1, 2018 - July 31, 2018		192.9300	$	3,128.71	N/A	N/A
August 1, 2018 - August 31, 2018		150.1280	$	3,191.48	N/A	N/A
September 1, 2018 - September 30, 2018		43.7170	$	3,449.39	N/A	N/A
		386.7750	$	3,189.32	N/A	N/A

Period	(a) Total Numberof RedeemableUnits Purchased*		(b) Average Price Paid perRedeemable Unit**		(c) Total Numberof Redeemable UnitsPurchased as Partof Publicly Announced Plans or Programs	(d) Maximum Number (or ApproximateDollar Value) ofRedeemable Units that May Yet BePurchased Under thePlans or Programs
April 1, 2018 - April 30, 2018		28.3800	$	3,418.51	N/A	N/A
May 1, 2018 - May 31, 2018		159.9480	$	3,338.37	N/A	N/A
June 1, 2018 - June 30, 2018		385.4050	$	3,300.72	N/A	N/A
		573.7330	$	3,317.04	N/A	N/A

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

** ~~Generally,~~Redemptions ~~limited~~of ~~partners are permitted to redeem their~~ Redeemable Units are effected as of the end of each month onat ~~three business days’ notice to~~ the ~~General~~net ~~Partner.~~asset ~~Under~~value ~~certain~~per ~~circumstances, the General Partner may compel redemption, although to date, the General Partner has not exercised this right. Purchases of~~ Redeemable ~~Units~~Unit byas ~~the Partnership reflected in the chart above were made in the ordinary course~~ of ~~the~~that ~~Partnership’s~~day. ~~business~~No infee ~~connection~~will ~~with~~be ~~effecting~~charged ~~redemptions~~ for ~~limited partners~~redemptions.

**Item ~~Redemptions~~3. ofDefaults ~~Redeemable~~Upon ~~Units~~Senior ~~are effected as of the end of each month at the net asset value per Redeemable Unit as of that day~~Securities. ~~No fee will be charged for redemptions~~None.

Item 34. ~~Defaults~~Mine ~~Upon~~Safety ~~Senior Securities~~Disclosures. ~~None~~Not applicable.

Item 45. ~~Mine~~Other ~~Safety Disclosures~~Information. ~~Not applicable~~None.

~~Item~~29 ~~5. Other Information. None.~~

29Item 6. Exhibits.

~~Item 6~~31.1 ~~Exhibits~~— Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).

31.12 — Rule 13a-14(a)/15d-14(a) Certification (Certification of ~~President~~ Chief Financial Officer and Director) (filed herewith).

3132.21 — ~~Rule~~Section 1350 ~~13a-14(a)/15d-14(a)~~ Certification (Certification of ~~Chief~~President ~~Financial Officer~~ and Director) (filed herewith).

32.12 — Section 1350 Certification (Certification of ~~President~~Chief Financial Officer and Director) (filed herewith).

32.2 — Section 1350 Certification (Certification of Chief Financial Officer and Director) (filed herewith).


101. INS		XBRL Instance Document.

101. SCH		XBRL Taxonomy Extension Schema Document.

101. CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101. LAB		XBRL Taxonomy Extension Label Linkbase Document.

101. PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101. DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101. INS		XBRL Instance Document.
101. SCH		XBRL Taxonomy Extension Schema Document.
101. CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101. LAB		XBRL Taxonomy Extension Label Linkbase Document.
101. PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101. DEF		XBRL Taxonomy Extension Definition Linkbase Document.

30SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Pursuant~~MANAGED toFUTURES ~~the~~PREMIER ~~requirements~~ENERGY ofFUND ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~L.P. II

MANAGED FUTURES PREMIER ENERGY FUND L.P. II


By:		Ceres Managed Futures LLC
		(General Partner)

By:		/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director
Date: November 8, 2018

By:		/s/ Steven Ross
		Steven Ross
		Chief Financial Officer and Director
		(Principal Accounting Officer)

Date: November 8, 2018

By:		Ceres Managed Futures LLC
		(General Partner)
By:		/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director
Date: August 9, 2018
By:		/s/ Steven Ross
		Steven Ross
		Chief Financial Officer and Director
		(Principal Accounting Officer)
Date: August 9, 2018

The General Partner which signed the above is the only party authorized to act for the registrant. The registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors.

~~The~~31 General Partner which signed the above is the only party authorized to act for the registrant. The registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors.

Filing Compare · Managed Futures Premier Energy Fund L.P. II