Agreements

12 Months Ended

Dec. 31, 2025

3.	Agreements:

a.	Limited Partnership Agreement:

The General Partner administers the business and affairs of the Partnership, including selecting one or more advisors to make trading decisions for the Partnership. The Partnership pays the General Partner a monthly General Partner fee in return for its services to the Partnership equal to

1/12 of 0.75%

(0.75% per year) of

month-end

net assets of the Partnership.

Month-end

net assets, for the purpose of calculating the General Partner fee are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s management fee, incentive fee accrual, the General Partner fee and any redemptions or distributions as of the end of such month. The General Partner fee is allocated proportionally to each Class based on the net asset value of the respective Class. This fee may be increased or decreased at the discretion of the General Partner.

b.	Management Agreement:

The General Partner, on behalf of the Partnership, entered into management agreements (each, a “Management Agreement”) with the Advisors. The Advisors are not affiliated with one another, are not affiliated with the General Partner or MS&Co. and are not responsible for the organization or operation of the Partnership. The Partnership pays Millburn a monthly management fee equal to

1/12 of 1.0%

(1.0% per year) of

month-end

Net Assets allocated to Millburn. The Partnership pays Ospraie a monthly management fee equal to

1/12 of 1.5%

(1.5% per year) of

month-end

Net Assets allocated to Ospraie. The Partnership pays Drakewood a monthly management fee equal to

1/12 of 1.5%

(1.5% per year) of

month-end

Net Assets allocated to Drakewood. The Partnership pays Opus a monthly management fee equal to

1/12 of 1.0%

(1.0% per year) of

month-end

Net Assets allocated to Opus. Prior to its termination on December 31, 2024, Northlander was paid a monthly management fee equal to

1/12 of 1.25%

(1.25% per year) of

month-end

Net Assets allocated to Northlander. Prior to its termination on December 31, 2024, EMC was paid a monthly management fee equal to

1/12 of 0.60%

(0.60% per year) of

month-end

Net Assets allocated to EMC.

Month-end

Net Assets, for the purpose of calculating management fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s management fee, incentive fee accrual, the General Partner fee and any redemptions or distributions as of the end of such month. An Advisor’s management fee is allocated proportionally to each Class based on the net asset value of the respective Class.

In addition, the Partnership is obligated to pay each Advisor an incentive fee. The Partnership pays Ospraie, Drakewood, and Opus each an incentive fee, payable annually, equal to 20% of New Trading Profits, as defined in each Management Agreement, earned by the relevant Advisor for the Partnership during each calendar year. The Partnership pays Millburn an incentive fee, payable annually, equal to 27.5% of New Trading Profits, as defined in the Management Agreement, earned by Millburn for the Partnership during the calendar year. Prior to its termination on December 31, 2024, Northlander was eligible to receive an annual incentive fee equal to 20% of New Trading Profits, as defined in the Management Agreement, earned by Northlander for the Partnership each calendar year. Prior to its termination on December 31, 2024, EMC was eligible to receive an annual incentive fee equal to 20% of New Trading Profits, as defined in the Management Agreement, earned by EMC for the Partnership each calendar year. An Advisor’s incentive fee is allocated proportionally to each Class based on the net asset value of the respective Class. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid an incentive fee until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership. Each Management Agreement can be terminated upon notice by either party.

In allocating substantially all of the assets of the Partnership among the Advisors, the General Partner considers, among other factors, the Advisors’ past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets among the Advisors and may allocate assets to additional advisors at any time.

c.	Customer Agreement:

The Partnership has entered into a customer agreement with MS&Co. (the “Partnership Customer Agreement”). Under the Partnership Customer Agreement, the Partnership pays trading fees for the clearing and, where applicable, the execution of transactions, as well as exchange, user,

give-up,

floor brokerage and National Futures Association fees (collectively, the “clearing fees”) directly and indirectly through its investment in the Funds. Clearing fees are allocated to the Partnership based on its proportionate share of each Fund. Clearing fees are also borne directly by the Partnership for its direct trading. Clearing fees will be paid for the life of the Partnership, although the rate at which such fees are paid may be changed. All of the Partnership’s assets available for trading in commodity interests not held in the Funds’ accounts at MS&Co. are deposited in the Partnership’s accounts at MS&Co. The Partnership’s cash deposited by MS&Co. is held in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. 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 December 31, 2025 and 2024, the amount of cash held for margin requirements was $5,167,871 and $7,364,913, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. MS&Co. has agreed to pay the Partnership interest on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of the Funds’) brokerage account at the rate equal to the monthly average of the

4-week

U.S. Treasury bill discount rate. The Partnership Customer Agreement may generally be terminated upon notice by either party.

d.	Selling Agreement:

The Partnership has entered into a selling agreement (the “Selling Agreement”) with Morgan Stanley Wealth Management. Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee equal to 0.75% per year of the adjusted

month-end

net assets of Class A and Class D Redeemable Units. The ongoing selling agent fee received by Morgan Stanley Wealth Management is shared with the properly registered or exempted financial advisors of Morgan Stanley Wealth Management who have sold Class A and Class D Redeemable Units in the Partnership.

The ongoing selling agent fees for the years ended December 31, 2025, 2024 and 2023 for Class A were $850,453, $1,043,309 and $1,121,446, respectively. The ongoing selling agent fees for the years ended December 31, 2025, 2024 and 2023 for Class D were $1,574, $1,638 and $6,727, respectively. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee.

Month-end

Net Assets, for the purpose of calculating ongoing selling agent fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of the current month’s ongoing selling agent fee, management fee, incentive fee accrual, the General Partner fee and other expenses and any redemptions or distributions as of the end of such month.

Ceres Tactical Commodity L.P. 10-K