| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Large accelerated filer |
Accelerated filer |
Non-accelerated filer X | ||
Smaller reporting company |
Emerging growth company |
June 30, |
December 31, |
|||||||
2026 |
2025 |
|||||||
(Unaudited) |
||||||||
Assets: |
||||||||
Investment in the Fund (1) , at fair value |
$ | $ | ||||||
Redemptions receivable from the Fund |
||||||||
Equity in trading account: |
||||||||
Unrestricted cash |
||||||||
Restricted cash |
||||||||
Foreign cash (cost $ |
||||||||
Net unrealized appreciation on open futures contracts |
||||||||
Net unrealized appreciation on open forward contracts |
||||||||
Options purchased, at fair value (premiums paid $ |
||||||||
Total equity in trading account (2) |
||||||||
Interest receivable |
||||||||
Total assets |
$ | $ | ||||||
Liabilities and Partners’ Capital: |
||||||||
Liabilities: |
||||||||
Net unrealized depreciation on open forward contracts |
$ | $ | ||||||
Options written, at fair value (premiums received $ |
||||||||
Accrued expenses: |
||||||||
Ongoing selling agent fees |
||||||||
Management fees |
||||||||
General Partner fees |
||||||||
Incentive fees |
||||||||
Professional fees |
||||||||
Redemptions payable to General Partner |
||||||||
Redemptions payable to Limited Partners |
||||||||
Total liabilities |
||||||||
Partners’ Capital: |
||||||||
General Partner, Class Z, |
||||||||
Limited Partners, Class A, |
||||||||
Limited Partners, Class Z, |
||||||||
Total partners’ capital (net asset value) |
||||||||
Total liabilities and partners’ capital |
$ | $ | ||||||
Net asset value per Redeemable Unit: |
||||||||
Class A |
$ | $ | ||||||
Class Z |
$ | $ | ||||||
(1) |
Defined in Note 1. |
(2) |
As of June 30, 2026 and December 31, 2025, the amounts include $ |
Number of Contracts |
Fair Value |
% of Partners’ Capital |
||||||||||
| Futures Contracts Purchased |
||||||||||||
| Currencies |
$ | ( |
) | ( |
) % | |||||||
| Energy |
( |
) | ( |
) | ||||||||
| Grains |
( |
) | ( |
) | ||||||||
| Indices |
||||||||||||
| Interest Rates U.S. |
* | |||||||||||
| Interest Rates Non-U.S. |
||||||||||||
| Livestock |
||||||||||||
| Metals |
( |
) | ( |
) | ||||||||
| Softs |
||||||||||||
| COFFEE ‘C’ FUTURE SEP26 |
||||||||||||
| Other |
||||||||||||
| |
|
|
|
|||||||||
| Total futures contracts purchased |
||||||||||||
| |
|
|
|
|||||||||
| Futures Contracts Sold |
||||||||||||
| Currencies |
||||||||||||
| Energy |
( |
) | ( |
) | ||||||||
| Grains |
||||||||||||
| Indices |
||||||||||||
| Interest Rates U.S. |
( |
) | ( |
) | ||||||||
| Interest Rates Non-U.S. |
( |
) | ( |
) | ||||||||
| Livestock |
( |
) | ( |
) * | ||||||||
| Metals |
||||||||||||
| Softs |
( |
) | ( |
) | ||||||||
| |
|
|
|
|||||||||
| Total futures contracts sold |
( |
) | ( |
) | ||||||||
| |
|
|
|
|||||||||
| Net unrealized appreciation on open futures contracts |
$ | % | ||||||||||
| |
|
|
|
|||||||||
| Unrealized Appreciation on Open Forward Contracts |
||||||||||||
| Currencies |
$ | $ | % | |||||||||
| Metals |
||||||||||||
| |
|
|
|
|||||||||
| Total unrealized appreciation on open forward contracts |
||||||||||||
| |
|
|
|
|||||||||
| Unrealized Depreciation on Open Forward Contracts |
||||||||||||
| Currencies |
$ | $ | ( |
) | ( |
) | ||||||
| Metals |
( |
) | ( |
) | ||||||||
| |
|
|
|
|||||||||
| Total unrealized depreciation on open forward contracts |
( |
) | ( |
) | ||||||||
| |
|
|
|
|||||||||
| Net unrealized depreciation on open forward contracts |
$ | ( |
) | ( |
) % | |||||||
| |
|
|
|
|||||||||
| Options Purchased |
||||||||||||
| Calls |
||||||||||||
| Grains |
$ | % | ||||||||||
| Puts |
||||||||||||
| Grains |
||||||||||||
| Indices |
||||||||||||
| |
|
|
|
|||||||||
| Total options purchased (premiums paid $ |
$ | % | ||||||||||
| |
|
|
|
|||||||||
| Options Written |
||||||||||||
| Calls |
||||||||||||
| Grains |
( |
) | ( |
) % | ||||||||
| Puts |
||||||||||||
| Grains |
( |
) | ( |
) | ||||||||
| |
|
|
|
|||||||||
| Total options written (premiums received $ |
$ | ( |
) | ( |
) % | |||||||
| |
|
|
|
|||||||||
| Investment in the Fund |
||||||||||||
| CMF Drakewood Master Fund LLC |
$ | % | ||||||||||
| |
|
|
|
|||||||||
Number of Contracts |
Fair Value |
% of Partners’ Capital |
||||||||||
Futures Contracts Purchased |
||||||||||||
Currencies |
$ | % | ||||||||||
Energy |
( |
) | ( |
) | ||||||||
Grains |
( |
) | ( |
) | ||||||||
Indices |
||||||||||||
Interest Rates U.S. |
( |
) | ( |
) | ||||||||
Interest Rates Non-U.S. |
( |
) | ( |
) | ||||||||
Livestock |
||||||||||||
Metals |
||||||||||||
Softs |
( |
) | ( |
) | ||||||||
Total futures contracts purchased |
||||||||||||
Futures Contracts Sold |
||||||||||||
Currencies |
||||||||||||
Energy |
||||||||||||
Grains |
||||||||||||
Indices |
||||||||||||
Interest Rates U.S. |
||||||||||||
Interest Rates Non-U.S. |
||||||||||||
Livestock |
( |
) | ( |
) | ||||||||
Metals |
( |
) | ( |
) | ||||||||
Softs |
( |
) | ( |
) | ||||||||
Total futures contracts sold |
||||||||||||
Net unrealized appreciation on open futures contracts |
$ | % | ||||||||||
Unrealized Appreciation on Open Forward Contracts |
||||||||||||
Currencies |
$ | $ | % | |||||||||
Metals |
||||||||||||
Total unrealized appreciation on open forward contracts |
||||||||||||
Unrealized Depreciation on Open Forward Contracts |
||||||||||||
Currencies |
$ | $ | ( |
) | ( |
) | ||||||
Metals |
( |
) | ( |
) | ||||||||
Total unrealized depreciation on open forward contracts |
( |
) | ( |
) | ||||||||
Net unrealized appreciation on open forward contracts |
$ | % | ||||||||||
Options Purchased |
||||||||||||
Calls |
||||||||||||
Grains |
$ | % | ||||||||||
Puts |
||||||||||||
Grains |
||||||||||||
Livestock |
||||||||||||
Total options purchased (premiums paid $ |
$ | % | ||||||||||
Options Written |
||||||||||||
Calls |
||||||||||||
Grains |
( |
) | ( |
) % | ||||||||
Puts |
||||||||||||
Grains |
( |
) | ( |
) | ||||||||
Livestock |
( |
) | ( |
) | ||||||||
Total options written (premiums received $ |
$ | ( |
) | ( |
) % | |||||||
Investment in the Fund |
||||||||||||
CMF Drakewood Master Fund LLC |
$ | % | ||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2026 |
2025 |
2026 |
2025 |
|||||||||||||
Investment Income: |
||||||||||||||||
Interest income |
$ | $ | $ | $ | ||||||||||||
Interest income allocated from the Fund |
||||||||||||||||
Total investment income (1) |
||||||||||||||||
Expenses: |
||||||||||||||||
Expenses allocated from the Fund |
||||||||||||||||
Clearing fees related to direct investments |
||||||||||||||||
Ongoing selling agent fees |
||||||||||||||||
Management fees |
||||||||||||||||
General Partner fees |
||||||||||||||||
Incentive fees |
||||||||||||||||
Professional fees |
||||||||||||||||
Total expenses |
||||||||||||||||
Net investment loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Trading Results: |
||||||||||||||||
Net gains (losses) on trading of commodity interests and investment in: the Fund: |
||||||||||||||||
Net realized gains (losses) on closed contracts |
( |
) | ( |
) | ( |
) | ||||||||||
Net realized gains (losses) on closed contracts allocated from the Fund |
( |
) | ||||||||||||||
Net change in unrealized gains (losses) on open contracts |
( |
) | ( |
) | ( |
) | ||||||||||
Net change in unrealized gains (losses) on open contracts allocated from the Fund |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Total trading results |
( |
) | ( |
) | ||||||||||||
Net income (loss) |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
(1) |
For the three months ended June 30, 2026 and 2025 and the six months ended June 30, 2026 and 2025, interest income earned from trading accounts with MS&Co. amounted to $ |
Class A |
Class Z |
Total |
||||||||||||||||||||||
Amount |
Redeemable Units |
Amount |
Redeemable Units |
Amount |
Redeemable Units |
|||||||||||||||||||
Partners’ Capital, December 31, 2024 |
$ | $ | $ | |||||||||||||||||||||
Subscriptions - Limited Partners |
||||||||||||||||||||||||
Redemptions - Limited Partners |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Net income (loss) |
( |
) | – | ( |
) | – | ( |
) | – | |||||||||||||||
Partners’ Capital, June 30, 2025 |
$ | $ | $ | |||||||||||||||||||||
Partners’ Capital, March 31, 2025 |
$ | $ | $ | |||||||||||||||||||||
Subscriptions - Limited Partners |
||||||||||||||||||||||||
Redemptions - Limited Partners |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Net income (loss) |
( |
) | – | ( |
) | – | ( |
) | – | |||||||||||||||
Partners’ Capital, June 30, 2025 |
$ | $ | $ | |||||||||||||||||||||
Class A |
Class Z |
Total |
||||||||||||||||||||||
Amount |
Redeemable Units |
Amount |
Redeemable Units |
Amount |
Redeemable Units |
|||||||||||||||||||
Partners’ Capital, December 31, 2025 |
$ | $ | $ | |||||||||||||||||||||
Subscriptions - Limited Partners |
||||||||||||||||||||||||
Redemptions - General Partner |
– | – | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Redemptions - Limited Partners |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Net income (loss) |
– | – | – | |||||||||||||||||||||
Partners’ Capital, June 30, 2026 |
$ | $ | $ | |||||||||||||||||||||
Partners’ Capital, March 31, 2026 |
$ | $ | $ | |||||||||||||||||||||
Subscriptions - Limited Partners |
||||||||||||||||||||||||
Redemptions - General Partner |
– |
– | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Redemptions - Limited Partners |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Net income (loss) |
( |
) | – | – |
( |
) | – |
|||||||||||||||||
Partners’ Capital, June 30, 2026 |
$ | $ | $ | |||||||||||||||||||||
Three Months Ended June 30, 2026 |
Three Months Ended June 30, 2025 |
Six Months Ended June 30, 2026 |
Six Months Ended June 30, 2025 |
|||||||||||||||||||||||||||||
Class A |
Class Z |
Class A |
Class Z |
Class A |
Class Z |
Class A |
Class Z |
|||||||||||||||||||||||||
Per Redeemable Unit Performance (for a unit outstanding throughout the period):* |
||||||||||||||||||||||||||||||||
Net realized and unrealized gains (losses) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||
Net investment income (loss) |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Increase (decrease) for the period |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Net asset value per Redeemable Unit, beginning of period |
||||||||||||||||||||||||||||||||
Net asset value per Redeemable Unit, end of period |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Three Months Ended June 30, 2026 |
Three Months Ended June 30, 2025 |
Six Months Ended June 30, 2026 |
Six Months Ended June 30, 2025 |
|||||||||||||||||||||||||||||
Class A |
Class Z |
Class A |
Class Z |
Class A |
Class Z |
Class A |
Class Z |
|||||||||||||||||||||||||
Ratios to Average Limited Partners’ Capital:** Net investment income (loss)*** |
( |
)% | ( |
)% | ( |
)% | ( |
)% | ( |
)% | ( |
)% | ( |
)% | % | |||||||||||||||||
Operating expenses |
% | % | % | % | % | % | % | % | ||||||||||||||||||||||||
Incentive fees |
% | % | % | % | % | % | % | % | ||||||||||||||||||||||||
Total expenses |
% |
% | % |
% | % |
% |
% |
% | ||||||||||||||||||||||||
Total return: |
||||||||||||||||||||||||||||||||
Total return before incentive fees |
( |
)% | % |
( |
)% | ( |
)% | % |
% |
( |
)% | ( |
)% | |||||||||||||||||||
Incentive fees |
( |
)% | ( |
)% | % | % | ( |
)% | ( |
)% | % | % | ||||||||||||||||||||
Total return after incentive fees |
( |
)% | %**** |
( |
)% | ( |
)% | % |
% |
( |
)% | ( |
)% | |||||||||||||||||||
| * | Net investment income (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 incentive fees). |
| *** | Interest income less total expenses. |
| **** | Due to rounding. |
June 30, 2026 |
Gross Amounts Recognized |
Gross Amounts Offset in the Consolidated Statements of Financial Condition |
Amounts Presented in the Consolidated Statements of Financial Condition |
Gross Amounts Not Offset in the Consolidated Statements of Financial Condition |
Net Amount |
|||||||||||||||||||
Financial Instruments |
Cash Collateral Received/ Pledged* |
|||||||||||||||||||||||
Assets |
||||||||||||||||||||||||
MS&Co. |
||||||||||||||||||||||||
Futures |
$ | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||
Forwards |
( |
) | ||||||||||||||||||||||
| ( |
) | |||||||||||||||||||||||
JPMorgan |
||||||||||||||||||||||||
Forwards |
( |
) | ||||||||||||||||||||||
Total assets |
$ | $ | ( |
) | $ | $ | $ |
$ | ||||||||||||||||
Liabilities |
||||||||||||||||||||||||
MS&Co. |
||||||||||||||||||||||||
Futures |
$ | ( |
) | $ | $ | $ | $ |
$ | ||||||||||||||||
Forwards |
( |
) | ( |
) | ||||||||||||||||||||
| ( |
) | ( |
) | |||||||||||||||||||||
JPMorgan |
||||||||||||||||||||||||
Forwards |
( |
) | ||||||||||||||||||||||
Total liabilities |
$ | ( |
) | $ | $ | ( |
) | $ |
$ |
$ |
||||||||||||||
Net fair value |
$ |
* | ||||||||||||||||||||||
December 31, 2025 |
Gross Amounts Recognized |
Gross Amounts Offset in the Consolidated Statements of Financial Condition |
Amounts Presented in the Consolidated Statements of Financial Condition |
Gross Amounts Not Offset in the Consolidated Statements of Financial Condition |
Net Amount |
|||||||||||||||||||
Financial Instruments |
Cash Collateral Received/ Pledged* |
|||||||||||||||||||||||
Assets |
||||||||||||||||||||||||
MS&Co. |
||||||||||||||||||||||||
Futures |
$ | $ | ( |
) | $ | $ | $ |
$ | ||||||||||||||||
Forwards |
( |
) | ||||||||||||||||||||||
| ( |
) | |||||||||||||||||||||||
JPMorgan |
||||||||||||||||||||||||
Forwards |
( |
) | ||||||||||||||||||||||
Total assets |
$ | $ | ( |
) | $ | $ |
$ |
$ | ||||||||||||||||
Liabilities |
||||||||||||||||||||||||
MS&Co. |
||||||||||||||||||||||||
Futures |
$ | ( |
) | $ | $ | $ |
$ |
$ |
||||||||||||||||
Forwards |
( |
) | ||||||||||||||||||||||
| ( |
) | |||||||||||||||||||||||
JPMorgan |
||||||||||||||||||||||||
Forwards |
( |
) | ||||||||||||||||||||||
Total liabilities |
$ | ( |
) | $ | $ | $ |
$ |
$ |
||||||||||||||||
Net fair value |
$ | * | ||||||||||||||||||||||
| * | In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and a counterparty to the Partnership’s non–exchange–traded contracts, as applicable, and JPMorgan, as a counterparty to certain of the Funds non–exchange traded contracts, has the right to offset the Partnership’s obligation with the Partnership’s cash and/or U.S. Treasury bills held by MS&Co. or JPMorgan, as applicable, thereby minimizing MS&Co.’s and JPMorgan’s risk of loss. In certain instances, a counterparty, may not post collateral and as such, in the event of default by such counterparty, the Partnership is exposed to the amount shown in the Consolidated 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. In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
June 30, 2026 |
||||
Assets |
||||
Futures Contracts |
||||
Currencies |
$ | |||
Energy |
||||
Grains |
||||
Indices |
||||
Interest Rates U.S. |
||||
Interest Rates Non-U.S. |
||||
Livestock |
||||
Metals |
||||
Softs |
||||
Total unrealized appreciation on open futures contracts |
||||
Liabilities |
||||
Futures Contracts |
||||
Currencies |
( |
) | ||
Energy |
( |
) | ||
Grains |
( |
) | ||
Indices |
( |
) | ||
Interest Rates U.S. |
( |
) | ||
Interest Rates Non-U.S. |
( |
) | ||
Livestock |
( |
) | ||
Metals |
( |
) | ||
Softs |
( |
) | ||
Total unrealized depreciation on open futures contracts |
( |
) | ||
Net unrealized appreciation on open futures contracts |
$ | * | ||
Assets |
||||
Forward Contracts |
||||
Currencies |
$ | |||
Metals |
||||
Total unrealized appreciation on open forward contracts |
||||
Liabilities |
||||
Forward Contracts |
||||
Currencies |
$ | ( |
) | |
Metals |
( |
) | ||
Total unrealized depreciation on open forward contracts |
( |
) | ||
Net unrealized depreciation on open forward contracts |
$ | ( |
)** | |
Assets |
||||
Options Purchased |
||||
Grains |
$ | |||
Indices |
||||
Total options purchased |
$ | *** | ||
Liabilities |
||||
Options Written |
||||
Grains |
$ | ( |
) | |
Total options written |
$ | ( |
)**** | |
| * | This amount is in “Net unrealized appreciation on open futures contracts” in the Consolidated Statements of Financial Condition. |
| ** | This amount is in “Net unrealized depreciation on open forward contracts” in the Consolidated Statements of Financial Condition. |
| *** | This amount is in “Options purchased, at fair value” in the Consolidated Statements of Financial Condition. |
| **** | This amount is in “Options written, at fair value” in the Consolidated Statements of Financial Condition. |
December 31, 2025 |
||||
Assets |
||||
Futures Contracts |
||||
Currencies |
$ | |||
Energy |
||||
Grains |
||||
Indices |
||||
Interest Rates U.S. |
||||
Interest Rates Non-U.S. |
||||
Livestock |
||||
Metals |
||||
Softs |
||||
Total unrealized appreciation on open futures contracts |
||||
Liabilities |
||||
Futures Contracts |
||||
Currencies |
( |
) | ||
Energy |
( |
) | ||
Grains |
( |
) | ||
Indices |
( |
) | ||
Interest Rates U.S. |
( |
) | ||
Interest Rates Non-U.S. |
( |
) | ||
Livestock |
( |
) | ||
Metals |
( |
) | ||
Softs |
( |
) | ||
Total unrealized depreciation on open futures contracts |
( |
) | ||
Net unrealized appreciation on open futures contracts |
$ | * | ||
Assets |
||||
Forward Contracts |
||||
Currencies |
$ | |||
Metals |
||||
Total unrealized appreciation on open forward contracts |
||||
Liabilities |
||||
Forward Contracts |
||||
Currencies |
$ | ( |
) | |
Metals |
( |
) | ||
Total unrealized depreciation on open forward contracts |
( |
) | ||
Net unrealized appreciation on open forward contracts |
$ | ** | ||
Assets |
||||
Options Purchased |
||||
Grains |
$ | |||
Livestock |
||||
Total options purchased |
$ | *** | ||
Liabilities |
||||
Options Written |
||||
Grains |
$ | ( |
) | |
Livestock |
( |
) | ||
Total options written |
$ | ( |
)**** | |
| * | This amount is in “Net unrealized appreciation on open futures contracts” in the Consolidated Statements of Financial Condition. |
| ** | This amount is in “Net unrealized appreciation on open forward contracts” in the Consolidated Statements of Financial Condition. |
| *** | This amount is in “Options purchased, at fair value” in the Consolidated Statements of Financial Condition. |
| **** | This amount is in “Options written, at fair value” in the Consolidated Statements of Financial Condition. |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
Sector |
2026 |
2025 |
2026 |
2025 |
||||||||||||
Currencies |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Energy |
( |
) | ( |
) | ( |
) | ||||||||||
Grains |
( |
) | ( |
) | ||||||||||||
Indices |
( |
) | ( |
) | ||||||||||||
Interest Rates U.S. |
( |
) | ( |
) | ||||||||||||
Interest Rates Non-U.S. |
( |
) | ( |
) | ( |
) | ||||||||||
Livestock |
( |
) | ||||||||||||||
Metals |
( |
) | ( |
) | ||||||||||||
Softs |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Total |
$ | ***** | $ | ( |
)***** | $ | ***** | $ | ( |
)***** | ||||||
June 30, 2026 |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Assets |
||||||||||||||||
Futures |
$ | $ | $ | $ | ||||||||||||
Forwards |
||||||||||||||||
Options purchased |
||||||||||||||||
Total assets |
$ | $ | $ | $ | ||||||||||||
Liabilities |
||||||||||||||||
Futures |
$ | $ | $ | $ | ||||||||||||
Forwards |
||||||||||||||||
Options written |
||||||||||||||||
Total liabilities |
$ | $ | $ | $ | ||||||||||||
December 31, 2025 |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Assets |
||||||||||||||||
Futures |
$ | $ | $ | $ | ||||||||||||
Forwards |
||||||||||||||||
Options purchased |
||||||||||||||||
Total assets |
$ | $ | $ | $ | ||||||||||||
Liabilities |
||||||||||||||||
Futures |
$ | $ | $ | $ | ||||||||||||
Forwards |
||||||||||||||||
Options written |
||||||||||||||||
Total liabilities |
$ | |
$ | |
$ | |
$ | |
||||||||
June 30, 2026 |
||||||||||||
Total Assets |
Total Liabilities |
Total Capital |
||||||||||
Transtrend Master |
$ | $ | $ | |||||||||
Drakewood Master |
||||||||||||
December 31, 2025 |
||||||||||||
Total Assets |
Total Liabilities |
Total Capital |
||||||||||
Transtrend Master |
$ | $ | $ | |||||||||
Drakewood Master |
||||||||||||
For the three months ended June 30, 2026 |
||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) |
||||||||||
Transtrend Master |
$ | $ | ( |
) | $ | ( |
) | |||||
Drakewood Master |
( |
) | ( |
) | ||||||||
For the six months ended June 30, 2026 |
||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) |
||||||||||
Transtrend Master |
$ | $ | $ | |||||||||
Drakewood Master |
||||||||||||
For the three months ended June 30, 2025 |
||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) |
||||||||||
Transtrend Master |
$ | $ | ( |
) | $ | ( |
) | |||||
Drakewood Master |
( |
) | ( |
) | ||||||||
For the six months ended June 30, 2025 |
||||||||||||
Net Investment Income (Loss) |
Total Trading Results |
Net Income (Loss) |
||||||||||
Transtrend Master |
$ | $ | ( |
) | $ | ( |
) | |||||
Drakewood Master |
||||||||||||
June 30, 2026 |
For the three months ended June 30, 2026 |
Investment Objective |
Redemptions Permitted |
|||||||||||||||||||||||||||||||||||||
% of Partners’ Capital |
Fair Value |
Income (Loss) |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||||||||||||
Funds |
Clearing Fees |
Professional Fees |
Management Fees |
Incentive Fee |
||||||||||||||||||||||||||||||||||||
Transtrend Master |
% | $ |
$ | ( |
) | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||||||||||
Drakewood Master |
% | ( |
) | – |
– |
( |
) | |||||||||||||||||||||||||||||||||
Total |
$ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | |||||||||||||||||||||||||||||
June 30, 2026 |
For the six months ended June 30, 2026 |
Investment Objective |
Redemptions Permitted |
|||||||||||||||||||||||||||||||||||||
% of Partners’ Capital |
Fair Value |
Income (Loss) |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||||||||||||
Funds |
Clearing Fees |
Professional Fees |
Management Fees |
Incentive Fee |
||||||||||||||||||||||||||||||||||||
Transtrend Master |
% | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Drakewood Master |
% | – |
– |
|||||||||||||||||||||||||||||||||||||
Total |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
December 31, 2025 |
For the three months ended June 30, 2025 |
Investment Objective |
Redemptions Permitted |
|||||||||||||||||||||||||||||||||||||
% of Partners’ Capital |
Fair Value |
Income (Loss) |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||||||||||||
Funds |
Clearing Fees |
Professional Fees |
Management Fees |
Incentive Fee |
||||||||||||||||||||||||||||||||||||
Transtrend Master |
% | $ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||||||||||
Drakewood Master |
% | ( |
) | – |
– |
( |
) | |||||||||||||||||||||||||||||||||
Total |
$ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | |||||||||||||||||||||||||||||
December 31, 2025 |
For the six months ended June 30, 2025 |
Investment Objective |
Redemptions Permitted |
|||||||||||||||||||||||||||||||||||||
% of Partners’ Capital |
Fair Value |
Income (Loss) |
Expenses |
Net Income (Loss) |
||||||||||||||||||||||||||||||||||||
Funds |
Clearing Fees |
Professional Fees |
Management Fees |
Incentive Fee |
||||||||||||||||||||||||||||||||||||
Transtrend Master |
% | $ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||||||||||
Drakewood Master |
% | – |
– |
|||||||||||||||||||||||||||||||||||||
Total |
$ | $ | ( |
) | $ | $ | $ | $ | $ | ( |
) | |||||||||||||||||||||||||||||
| 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 goods or services. Its assets are its (i) investment in the Fund, (ii) redemptions receivable from the Funds, (iii) its equity in trading account, consisting of unrestricted cash, restricted cash, foreign cash, 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 and (iv) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in the Fund and direct investments. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred during the second quarter of 2026.
The Partnership’s/Funds’ 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 and/or the Funds from promptly liquidating their 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 and/or the Funds from trading in potentially profitable markets or prevent the Partnership and/or the Funds from promptly liquidating unfavorable positions in such markets, subjecting them 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 or the Funds’ assets.
Other than the risks inherent in commodity futures, forwards, options, swaps and other derivatives trading and U.S. Treasury bills and money market mutual fund securities, the Partnership and the Funds know of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’s or the Funds’ 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, subscriptions and redemptions of Redeemable Units and distributions of profits, if any. The Partnership’s primary need for capital resources is for Futures Interests trading.
For the six months ended June 30, 2026, the Partnership’s capital decreased 0.1% from $231,783,151 to $231,465,633. This decrease was attributable to redemptions of 115.5600 Class Z General Partner Redeemable Units totaling $174,995, 4,348.2010 Class A limited partner Redeemable Units totaling $15,501,311 and 520.4500 Class Z limited partner Redeemable Units totaling $792,627, which was partially offset by to subscriptions of 1,145.7650 Class A limited partner Redeemable Units totaling $4,009,000 and a net income of $12,142,415. Future redemptions can impact the amount of funds available for investment 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 periods. The General Partner believes that the estimates 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 and the Funds record all investments at fair value in their financial statements, with changes in fair value reported as a component of trading results or net realized gains (losses) on closed contracts and net change in unrealized gains (losses) on open contracts in the Consolidated Statements of Income and Expenses.
23
Results of Operations
During the Partnership’s second quarter of 2026, the net asset value per Redeemable Unit for Class A decreased 0.2% from $3,553.36 to $3,547.61, as compared to a decrease of 5.9% in the second quarter of 2025. During the Partnership’s second quarter of 2026, the net asset value per Redeemable Unit for Class Z remained flat 0.0% from $1,513.92 to $1,514.32, as compared to a decrease of 5.7% in the second quarter of 2025. The Partnership experienced a net trading gain before fees and expenses in the second quarter of 2026 of $441,856. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, grains, indices, livestock and non-U.S. interest rates and were partially offset by losses in energy, U.S. interest rates, livestock, metals and softs. The Partnership experienced a net trading loss before fees and expenses in the second quarter of 2025 of $14,885,007. Losses were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, grains, indices, non-U.S. interest rates, metals and softs and were partially offset by gains in livestock and U.S. interest rates.
During the second quarter, the Partnership’s largest gains were achieved in the currency markets during May and June from short positions in the Canadian dollar, Japanese yen, euro, Swiss franc, and New Zealand dollar versus the U.S. dollar. The gains were supported by U.S. dollar strength, which reflected expectations for a hawkish Federal Reserve and firm inflation data. Gains in the global stock index markets were generated during April and May from long futures positions in European equity indices and, to a lesser extent, Asian equity indices, as easing inflation concerns in Europe and growing demand for artificial intelligence stocks boosted prices. Further gains were recorded during April and June from long positions in global freight futures. Offsetting losses for the second quarter were recorded in the metals markets during June from long positions in gold and silver futures as precious metals prices were pressured lower by a stronger U.S. dollar. Additional sector losses were recorded during June from long positions in copper and aluminum futures. Further losses were incurred in the agricultural markets during May from short positions in live cattle futures as prices surged on reports of tight supplies in U.S. beef herds. Smaller agricultural market losses were recorded throughout much of the quarter from short positions in cocoa futures. Within the energy sector, losses were incurred during May and June from long positions in Brent crude oil futures as expectations for a resolution to the U.S./Iran conflict weighed on oil prices. Losses were also recorded from positions in European electric power.
During the Partnership’s six months ended June 30, 2026, the net asset value per Redeemable Unit for Class A increased 5.2% from $3,373.18 to $3,547.61, as compared to a decrease of 7.3% in the six months ended June 30, 2025. During the Partnership’s six months ended June 30, 2026, the net asset value per Redeemable Unit for Class Z increased 5.6% from $1,434.45 to $1,514.32, as compared to a decrease of 7.0% in the six months ended June 30, 2025. The Partnership experienced a net trading gain before fees and expenses in the first six months of 2026 of $13,632,730. Gains were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, grains, indices and livestock and were partially offset by losses in U.S. and non-U.S. interest rates, metals and softs. The Partnership experienced a net trading loss before fees and expenses for the six months ended June 30, 2025 of $18,641,107. Losses were primarily attributable to the Partnership’s/Funds’ trading of commodity futures in currencies, energy, grains, indices, non-U.S. and U.S. interest rates and softs and were partially offset by gains in livestock and metals.
During the first six months of the year, the Partnership’s largest gains were achieved within the currency markets during February, March, May, and June from short positions in the Japanese yen, euro, Swiss franc, Canadian dollar, and New Zealand dollar versus the U.S. dollar. Currency gains were supported by U.S. dollar strength, which reflected expectations for a hawkish Federal Reserve and firm inflation data. Gains were also generated in global stock index markets during January and February from long positions in Asian, European, and U.S. equity index futures, supported by an improved earnings outlook, reduced tariff uncertainty, and accommodative central bank policies. Additional gains were recorded during April and May from long futures positions in European and Asian equity indices. In the energy markets, gains were recorded throughout the first four months of the year from long futures positions in Brent crude oil, heating oil, and gas oil. Oil prices rose sharply as geopolitical turmoil and hostilities in the Middle East threatened global energy supplies. In global freight futures, gains were recorded during January, February, April, and June from long positions, as threats to tankers along key Middle Eastern shipping routes contributed to higher freight rates. A portion of the Partnership’s gains during the first six months of the year was offset by losses in the agricultural sector during January from short positions in soybean and wheat futures, as prices increased following reports that U.S. farmers would reduce acreage dedicated to grain crops in 2026. Additional agricultural losses during the first six months of the year were incurred from futures positions in sugar, coffee, and cotton. Losses were also recorded in global fixed income markets during March from long positions in Canadian fixed income futures, as prices declined amid investor concerns over inflation and uncertainty regarding Bank of Canada monetary policy. Further losses were incurred within the metals sector during March and June from long positions in gold and silver futures, as precious metal prices were pressured lower by a stronger U.S. dollar.
24
Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility for profit. The profitability of the Partnership/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, public health epidemics, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership/Funds expect to increase capital through operations.
As of June 30, 2026, interest income was earned on 100% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of a Fund’s, except for Transtrend Master’s) brokerage account during each month at the rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. MS&Co. will pay monthly interest to Transtrend Master on 100% of the average daily equity maintained in cash in Transtrend Master’s brokerage account during each month at the rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate less 0.15% during such month but in no event less than zero. When the effective rate is less than zero, no interest is earned. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s and/or each Fund’s cash account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Any interest income earned on collateral or excess cash deposited by certain of the Funds and held by JPMorgan in its capacity as such Funds’ forward foreign currency counterparty will be retained by such Funds, and the Partnership will receive its allocable portion of such interest from the applicable Fund. Interest income earned by the Partnership for the three and six months ended June 30, 2026 decreased by $180,360 and $634,399, respectively, as compared to the corresponding periods in 2025. The decrease in interest income was primarily due to lower 4-week U.S. Treasury bill discount rates during the three and six months ended June 30, 2026 as compared to the corresponding periods in 2025. 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 (1) the average daily equity maintained in cash in the Partnership’s and/or the Funds’ accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds, MS&Co. or JPMorgan has control.
Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three months ended June 30, 2026 decreased by $47,689 as compared to the corresponding period in 2025. The decrease in these clearing fees was primarily due to a decrease in the number of direct trades made by the Partnership during the three months ended June 30, 2026 as compared to the corresponding period in 2025. Clearing fees related to direct investments for the six months ended June 30, 2026 increased by $126,180 as compared to the corresponding period in 2025. The increase in these clearing fees was primarily due to an increase in the number of direct trades made by the Partnership during the six months ended June 30, 2026 as compared to the corresponding period in 2025.
Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value for Class A Redeemable Units as of the end of each month and are affected by trading performance, subscriptions and redemptions. Ongoing selling agent fees for the three and six months ended June 30, 2026 decreased by $7,102 and $57,616, respectively, as compared to the corresponding periods in 2025. The decrease in ongoing selling agent fees was primarily due to lower average adjusted net assets during the three and six months ended June 30, 2026 as compared to the corresponding periods in 2025.
Management fees, except fees payable to Transtrend, are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees payable to Transtrend are charged at the Transtrend Master level and are affected by trading performance, subscriptions and redemptions of Transtrend Master. Management fees for the three months ended June 30, 2026 increased by $2,022 as compared to the corresponding period in 2025. The increase in management fees was due to higher average adjusted net assets during the three months ended June 30, 2026 as compared to the corresponding period in 2025. Management fees for the six months ended June 30, 2026 decreased by $102,072 as compared to the corresponding period in 2025. The decrease in management fees was due to lower average adjusted net assets during the six months ended June 30, 2026 as compared to the corresponding period in 2025.
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 commodity trading advisors, (ii) allocating and reallocating the Partnership’s assets among the commodity trading advisors and (iii) monitoring the activities of the commodity trading advisors. These fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. The General Partner fees for the three and six months ended June 30, 2026 decreased by $8,032 and $60,037, respectively, as compared to the corresponding periods in 2025. The decrease in the General Partner fees was due to lower average adjusted net assets during the three and six months ended June 30, 2026 as compared to the corresponding periods in 2025.
25
Incentive fees paid by the Partnership are based on the new trading profits, as defined in the respective management agreements among the Partnership, the General Partner/Trading Manager and each Advisor, generated by each Advisor at the end of the quarter, calendar half year or annually, as applicable. Trading performance for the three months and six months ended June 30, 2026 resulted in incentive fees of $189,637 and $189,637, respectively. Trading performance for the three and six months ended June 30, 2025 resulted in incentive fees of $0 and $0, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid an incentive fee until such Advisor recovers any net loss incurred by the Advisor and earns additional new trading profits for the Partnership.
In allocating the assets of the Partnership among the Advisors, the General Partner considers, among other factors, each Advisor’s 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.
As of June 30, 2026 and March 31, 2026, the Partnership’s Net Assets were allocated among the Advisors in the following approximate percentages:
| June 30, 2026 | March 31, 2026 | |||||||||||||||
| Advisor |
June 30, 2026 | (percentage of Partners’ Capital) | March 31, 2026 | (percentage of Partners’ Capital) | ||||||||||||
| Transtrend |
$ | 56,280,906 | 24 | % | $ | 55,638,595 | 23 | % | ||||||||
| Drakewood |
$ | 21,783,524 | 10 | % | $ | 22,937,778 | 10 | % | ||||||||
| JSCL |
$ | 72,781,235 | 32 | % | $ | 69,130,211 | 29 | % | ||||||||
| Quantica |
$ | 49,222,611 | 21 | % | $ | 46,139,146 | 20 | % | ||||||||
| Opus |
$ | 16,616,608 | 7 | % | $ | 18,210,506 | 8 | % | ||||||||
| Unallocated |
$ | 14,780,749 | 6 | % | $ | 24,259,444 | 10 | % | ||||||||
26
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk. |
The Partnership/Funds are speculative commodity pools. The market sensitive instruments held by the Partnership/Funds are acquired for speculative trading purposes, and all or substantially all of the Partnership’s/Funds’ 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/Funds’ 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 in frequent changes in the fair value of the Partnership’s/Funds’ open contracts and, consequently, in their earnings and cash balances. The Partnership’s/Funds’ market risk is influenced by a wide variety of factors. These primarily include factors which affect energy price levels, including supply factors and weather conditions, but could also include 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/Funds’ open contracts and the liquidity of the markets in which they trade.
The Partnership/Funds rapidly acquire and liquidate 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/Funds’ past performances is not necessarily indicative of their future results.
Quantifying the Partnership’s and the Funds’ Trading Value at Risk
The following quantitative disclosures regarding the Partnership’s and the Funds’ market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.
The Partnership and the Funds account for open positions on the basis of fair value accounting principles. Any loss in the market value of the Partnership’s and each Fund’s open positions is directly reflected in the Partnership’s and each Fund’s earnings and cash flow.
The Partnership’s and the Funds’ risk exposure in the market sectors traded by the Advisors is estimated below in terms of Value at Risk. Please note that the Value at Risk model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either the General Partner or the Advisors in their daily risk management activities.
“Value at Risk” is a measure of the maximum amount which the Partnership/Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s/Funds’ speculative trading and the recurrence in the markets traded by the Partnership/Funds 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/Funds’ 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/Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s/Funds’ attempts to manage their market risk.
Exchange margin requirements have been used by the Partnership/Funds as the measure of their Value at Risk. Margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. The margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.
Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. JSCL, Quantica and Opus directly trade managed accounts in the name of the Partnership. As of June 30, 2026, Transtrend and Drakewood traded the Partnership’s assets indirectly in master fund managed accounts established in the name of the master funds over which they had been granted limited authority to make trading decisions. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly and through its investment in the Fund. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e. in the managed accounts in the Partnership’s name traded by JSCL, Quantica and Opus) and indirectly by each Fund separately. 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 ended December 31, 2025.
27
The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of June 30, 2026 and December 31, 2025. As of June 30, 2026, the Partnership’s total capitalization was $231,465,633.
June 30, 2026
| % of Total | ||||||||
| Market Sector |
Value at Risk | Capitalization | ||||||
| Currencies |
$ | 8,275,706 | 3.58 | % | ||||
| Energy |
3,271,466 | 1.41 | ||||||
| Grains |
4,118,458 | 1.78 | ||||||
| Indices |
8,195,140 | 3.54 | ||||||
| Interest Rates U.S. |
2,363,261 | 1.02 | ||||||
| Interest Rates Non-U.S. |
4,582,968 | 1.98 | ||||||
| Livestock |
2,153,360 | 0.93 | ||||||
| Metals |
4,232,967 | 1.83 | ||||||
| Softs |
1,730,338 | 0.75 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 38,923,664 | 16.82 | % | ||||
|
|
|
|
|
|||||
As of December 31, 2025, the Partnership’s total capitalization was $231,783,151.
December 31, 2025
| % of Total | ||||||||
| Market Sector |
Value at Risk | Capitalization | ||||||
| Currencies |
$ | 4,824,090 | 2.08 | % | ||||
| Energy |
3,675,928 | 1.59 | ||||||
| Grains |
4,570,762 | 1.97 | ||||||
| Indices |
7,437,195 | 3.21 | ||||||
| Interest Rates U.S. |
2,942,307 | 1.27 | ||||||
| Interest Rates Non-U.S. |
5,170,558 | 2.23 | ||||||
| Livestock |
1,680,030 | 0.72 | ||||||
| Metals |
5,270,302 | 2.27 | ||||||
| Softs |
3,195,179 | 1.38 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 38,766,351 | 16.72 | % | ||||
|
|
|
|
|
|||||
28
The following tables indicate the trading Value at Risk associated with the Partnership’s direct investments and indirect investments in the Funds by market category as of June 30, 2026 and December 31, 2025, and the highest, lowest and average values during the three months ended June 30, 2026 and the twelve months ended December 31, 2025, as applicable. All open position trading risk exposures have been included in calculating the figures set forth below.
At June 30, 2026, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:
June 30, 2026
| Three Months Ended June 30, 2026 | ||||||||||||||||||||
| % of Total | High | Low | Average | |||||||||||||||||
| Market Sector |
Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
| Currencies |
$ | 5,303,080 | 2.29 | % | $ | 5,526,342 | $ | 2,728,853 | $ | 3,598,069 | ||||||||||
| Energy |
2,572,844 | 1.11 | 3,543,089 | 2,175,610 | 2,923,378 | |||||||||||||||
| Grains |
2,513,689 | 1.09 | 3,777,453 | 2,262,526 | 3,020,345 | |||||||||||||||
| Indices |
7,249,713 | 3.13 | 7,249,713 | 3,785,706 | 5,240,784 | |||||||||||||||
| Interest Rates U.S. |
1,895,986 | 0.82 | 2,619,915 | 591,726 | 1,570,495 | |||||||||||||||
| Interest Rates Non-U.S. |
3,653,181 | 1.58 | 3,810,219 | 2,726,028 | 3,307,689 | |||||||||||||||
| Livestock |
1,580,480 | 0.68 | 1,896,180 | 1,080,420 | 1,559,816 | |||||||||||||||
| Metals |
878,115 | 0.38 | 2,377,507 | 852,378 | 1,785,262 | |||||||||||||||
| Softs |
1,332,020 | 0.58 | 3,291,955 | 1,281,159 | 2,202,510 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 26,979,108 | 11.66 | % | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| * | Average of daily Values at Risk. |
At December 31, 2025, the Partnership’s Value at Risk for the portion of its assets that are traded directly was as follows:
December 31, 2025
| Twelve Months Ended December 31, 2025 | ||||||||||||||||||||
| % of Total | High | Low | Average | |||||||||||||||||
| Market Sector |
Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
| Currencies |
$ | 2,284,133 | 0.99 | % | $ | 4,513,042 | $ | 1,589,737 | $ | 2,479,496 | ||||||||||
| Energy |
3,119,117 | 1.35 | 7,847,505 | 1,986,155 | 4,890,248 | |||||||||||||||
| Grains |
3,084,995 | 1.33 | 6,528,048 | 984,304 | 3,107,051 | |||||||||||||||
| Indices |
6,629,256 | 2.86 | 10,126,846 | 3,842,302 | 6,628,811 | |||||||||||||||
| Interest Rates U.S. |
1,828,774 | 0.79 | 3,709,859 | 943,778 | 1,851,212 | |||||||||||||||
| Interest Rates Non-U.S. |
2,980,353 | 1.29 | 5,513,914 | 2,025,210 | 3,567,668 | |||||||||||||||
| Livestock |
1,150,490 | 0.50 | 2,894,183 | 671,990 | 1,469,738 | |||||||||||||||
| Metals |
1,821,424 | 0.79 | 3,909,777 | 1,651,047 | 2,684,275 | |||||||||||||||
| Softs |
2,216,004 | 0.96 | 2,993,857 | 1,348,298 | 2,113,120 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 25,114,546 | 10.86 | % | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| * | Annual average of daily Values at Risk. |
29
At June 30, 2026, Transtrend Master’s total capitalization was $56,281,205 and the Partnership owned 100.0% of Transtrend Master. As of June 30, 2026, Transtrend Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Transtrend for trading) was as follows:
June 30, 2026
| Three Months Ended June 30, 2026 | ||||||||||||||||||||
| % of Total | High | Low | Average | |||||||||||||||||
| Market Sector |
Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
| Currencies |
$ | 2,961,639 | 5.26 | % | $ | 3,053,590 | $ | 2,262,507 | $ | 2,691,038 | ||||||||||
| Energy |
698,622 | 1.24 | 1,154,778 | 602,411 | 960,731 | |||||||||||||||
| Grains |
1,604,769 | 2.85 | 1,604,769 | 864,407 | 1,104,737 | |||||||||||||||
| Indices |
945,427 | 1.68 | 1,238,400 | 652,332 | 1,036,284 | |||||||||||||||
| Interest Rates U.S. |
467,275 | 0.83 | 731,488 | 70,666 | 498,567 | |||||||||||||||
| Interest Rates Non-U.S. |
929,787 | 1.65 | 1,506,052 | 625,195 | 1,085,066 | |||||||||||||||
| Livestock |
572,880 | 1.02 | 1,190,420 | 398,860 | 864,541 | |||||||||||||||
| Metals |
661,004 | 1.17 | 1,726,362 | 661,004 | 1,291,351 | |||||||||||||||
| Softs |
398,318 | 0.71 | 948,961 | 398,318 | 726,463 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 9,239,721 | 16.41 | % | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| * | Average of daily Values at Risk. |
At December 31, 2025, Transtrend Master’s total capitalization was $56,127,428 and the Partnership owned 100.0% of Transtrend Master. As of December 31, 2025, Transtrend Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Transtrend for trading) was as follows:
December 31, 2025
| Twelve Months Ended December 31, 2025 | ||||||||||||||||||||
| % of Total | High | Low | Average | |||||||||||||||||
| Market Sector |
Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
| Currencies |
$ | 2,517,914 | 4.49 | % | $ | 6,265,142 | $ | 1,998,849 | $ | 3,464,379 | ||||||||||
| Energy |
556,811 | 0.99 | 2,977,715 | 225,289 | 1,145,306 | |||||||||||||||
| Grains |
1,485,767 | 2.65 | 2,319,228 | 1,030,894 | 1,610,394 | |||||||||||||||
| Indices |
807,939 | 1.44 | 3,532,104 | 773,804 | 1,771,085 | |||||||||||||||
| Interest Rates U.S. |
1,113,533 | 1.98 | 1,515,467 | 148,658 | 868,584 | |||||||||||||||
| Interest Rates Non-U.S. |
2,190,205 | 3.90 | 2,372,790 | 1,223,016 | 1,846,130 | |||||||||||||||
| Livestock |
529,540 | 0.94 | 1,090,760 | 155,980 | 751,201 | |||||||||||||||
| Metals |
2,249,310 | 4.01 | 2,249,310 | 1,034,650 | 1,616,994 | |||||||||||||||
| Softs |
979,175 | 1.74 | 2,357,917 | 422,338 | 1,143,938 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 12,430,194 | 22.14 | % | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| * | Annual average of daily Values at Risk. |
30
At June 30, 2026, Drakewood Master’s total capitalization was $28,909,518 and the Partnership owned approximately 75.1% of Drakewood Master. As of June 30, 2026, Drakewood Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Drakewood for trading) was as follows:
June 30, 2026
| Three Months Ended June 30, 2026 | ||||||||||||||||||||
| % of Total | High | Low | Average | |||||||||||||||||
| Market Sector |
Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
| Currencies |
$ | 14,630 | 0.05 | % | $ | 104,364 | $ | 14,630 | $ | 66,440 | ||||||||||
| Metals |
3,587,015 | 12.41 | 4,004,299 | 720,044 | 1,840,206 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 3,601,645 | 12.46 | % | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| * | Average of daily Values at Risk. |
At December 31, 2025, Drakewood Master’s total capitalization was $33,847,567 and the Partnership owned approximately 65.0% of Drakewood Master. As of December 31, 2025, Drakewood Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Drakewood for trading) was as follows:
December 31, 2025
| Twelve Months Ended December 31, 2025 | ||||||||||||||||||||
| % of Total | High | Low | Average | |||||||||||||||||
| Market Sector |
Value at Risk | Capitalization | Value at Risk | Value at Risk | Value at Risk* | |||||||||||||||
| Currencies |
$ | 33,912 | 0.10 | % | $ | 257,180 | $ | - | $ | 100,631 | ||||||||||
| Metals |
1,845,489 | 5.45 | 14,939,331 | 1,086,815 | 7,230,387 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 1,879,401 | 5.55 | % | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| * | Annual average of daily Values at Risk. |
31
| 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 30, 2026 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 the financial reporting process during the fiscal quarter ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
32
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 Morgan Stanley & Co. LLC 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.” or “the Company”).
The Company is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including the Company. As a consolidated subsidiary of Morgan Stanley, the Company does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2025, 2024, 2023, 2022, and 2021. In addition, the Company 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. We refer you to the Commitments, Guarantees and Contingencies – Legal section of the Company’s 2025 Audited Financial Statement.
In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and the Company 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 actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the third-party entities that are, or would otherwise be, the primary defendants in such cases are bankrupt, in financial distress, or may not honor applicable indemnification obligations. These actions have included, but are not limited to, antitrust claims, claims under various false claims act statutes, and matters arising from our Markets business, and our activities in the capital markets.
Each of Morgan Stanley and the Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental or other regulatory agencies regarding the Company’s business and involving, among other matters, sales, trading, financing, prime brokerage, market-making activities, investment banking advisory services, capital market activities, financial products or offerings sponsored, underwritten, or sold by the Company, wealth and investment management services, and tax, accounting, and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, disgorgement, restitution, forfeiture, injunctions, limitations on our ability to conduct certain business, or other relief.
The Company contests liability and/or the amount of damages as appropriate in each pending matter. Where available information indicates that it is probable a liability had been incurred at the date of the consolidated statement of financial condition and the Company can
33
reasonably estimate the amount of that loss or the range of loss, the Company accrues an estimated loss by a charge to income, including with respect to certain of the individual proceedings or investigations described below.
The Company’s legal expenses can, and may in the future, fluctuate from period to period, given the current environment regarding government or regulatory agency investigations and private litigation affecting global financial services firms, including the Company.
In many legal proceedings and investigations, it is inherently difficult to determine whether any loss is probable or reasonably possible, or to estimate the amount of any loss. In addition, even where the Company has determined that a loss is probable or reasonably possible or an exposure to loss or range of loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, the Company may be unable to reasonably estimate the amount of the loss or range of loss. It is particularly difficult to determine if a loss is probable or reasonably possible, or to estimate the amount of loss, where the factual record is being developed or contested or where plaintiffs or government entities seek substantial or indeterminate damages, restitution, forfeiture, disgorgement or penalties. Numerous issues may need to be resolved in an investigation or proceeding before a determination can be made that a loss or additional loss (or range of loss or range of additional loss) is probable or reasonably possible, or to estimate the amount of loss, including through potentially lengthy discovery or determination of important factual matters, determination of issues related to class certification, the calculation of damages or other relief, and consideration of novel or unsettled legal questions relevant to the proceedings or investigations in question.
The Company has identified below any individual proceedings or investigations where the Company believes a material loss to be reasonably possible. In certain legal proceedings in which the Company has determined that a material loss is reasonably possible, the Company is unable to reasonably estimate the loss or range of loss. There are other matters in which the Company has determined a loss or range of loss to be reasonably possible, but the Company does not believe, based on current knowledge and after consultation with counsel, that such losses could have a material adverse effect on the consolidated statement of financial condition as a whole, although the outcome of such proceedings or investigations may significantly impact the Company’s business or results of operations for any particular reporting period, or cause significant reputational harm.
While the Company has identified below certain proceedings or investigations that the Company believes to be material, individually or collectively, there can be no assurance that material losses will not be incurred from claims that have not yet been asserted or those where potential losses have not yet been determined to be probable or reasonably possible.
Civil Litigation
Beginning in February of 2016, the Company was named as a defendant in multiple purported antitrust class actions now consolidated into a single proceeding in the United States District Court for the Southern District of New York (“SDNY”) styled In Re: Interest Rate Swaps Antitrust Litigation. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. and New York state antitrust laws from 2008 through December of 2016 in connection with alleged efforts to prevent the development of electronic exchange-based platforms for interest rate swaps trading. Complaints were filed both on behalf of a purported class of investors who purchased interest rate swaps from defendants, as well as on behalf of three operators of swap execution facilities that allegedly were thwarted by the defendants
34
in their efforts to develop such platforms. The consolidated complaints seek, inter alia, certification of the investor class of plaintiffs and treble damages. On July 28, 2017, the court granted in part and denied in part the defendants’ motion to dismiss the complaints. On December 15, 2023, the court denied the class plaintiffs’ motion for class certification. On December 29, 2023, the class plaintiffs petitioned the United States Court of Appeals for the Second Circuit for leave to appeal that decision. On February 28, 2024, the parties reached an agreement in principle to settle the class claims. On July 17, 2025, the court granted final approval of the settlement. The claims brought by the three operators of swap execution facilities remain pending, and on March 12, 2026, defendants filed a motion for summary judgment.
The Company is a defendant in three antitrust class action complaints which have been consolidated into one proceeding in the United States District Court for the SDNY under the caption City of Philadelphia, et al. v. Bank of America Corporation, et al. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. antitrust laws and relevant state laws in connection with alleged efforts to artificially inflate interest rates for Variable Rate Demand Obligations (“VRDO”). The consolidated complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. The complaint was filed on behalf of a class of municipal issuers of VRDO for which defendants served as remarketing agent. On November 2, 2020, the court granted in part and denied in part the defendants’ motion to dismiss the consolidated complaint, dismissing state law claims, but denying dismissal of the U.S. antitrust claims. On September 21, 2023, the court granted plaintiffs’ motion for class certification. On February 5, 2024, the United States Court of Appeals for the Second Circuit granted leave to appeal that decision and, on August 1, 2025, affirmed the court’s decision. On December 1, 2025, defendants filed a petition for writ of certiorari with the United States Supreme Court regarding the Second Circuit’s August 2025 decision, which the Supreme Court denied on April 20, 2026. On July 13, 2026, defendants filed a motion for summary judgment.
On February 21, 2025, the U.K. Competition and Markets Authority announced a settlement with an affiliate of the Company, as well as other financial institutions, in connection with its investigation of suspected anti-competitive arrangements in the financial services sector, specifically regarding the affiliate’s activities concerning certain liquid fixed income products between 2009 and 2012. Separately, on June 16, 2023, the affiliate and the Company, together with a number of other financial institutions, were named as defendants in a purported antitrust class action in the United States District Court for the SDNY styled Oklahoma Firefighters Pension and Retirement System v. Deutsche Bank Aktiengesellschaft, et al., alleging, inter alia, that they violated U.S. antitrust laws in connection with their alleged effort to fix prices of gilts traded in the United States between 2009 and 2013. The complaint seeks, inter alia, certification of the class of plaintiffs and treble damages. On September 16, 2024, the court granted defendants’ joint motion to dismiss, and the complaint was dismissed without prejudice. In October of 2024, the affiliate, the Company, and certain other defendants reached an agreement in principle to settle the U.S. litigation. On March 17, 2025, the court granted preliminary approval of the settlement.
On May 17, 2013, the plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against the Company and certain affiliates in the Supreme Court of the State of New York, New York County. The complaint alleges that defendants made material misrepresentations and omissions in the sale to the plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company to the plaintiff was approximately $133 million. The complaint alleges causes of action against the Company for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent
35
misrepresentation, and seeks, inter alia, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part the Company’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by the Company or sold to the plaintiff by the Company was approximately $116 million. On August 11, 2016, the Appellate Division, affirmed the trial court’s order denying in part the Company’s motion to dismiss the complaint. On July 15, 2022, the Company filed a motion for summary judgment on all remaining claims. On March 1, 2023, the court granted in part and denied in part the Company’s motion for summary judgment, narrowing the alleged misrepresentations at issue in the case. On March 26, 2024, the Appellate Division affirmed the trial court’s summary judgment order. On August 27, 2024, the plaintiff notified the court that in light of the court’s rulings to exclude certain evidence at trial, the plaintiff could not prove its claims at trial, and requested that the court dismiss the case, subject to its right to appeal the evidentiary rulings. On August 28, 2024, the court dismissed the case, and judgment was entered in the Company’s favor. The plaintiff has appealed.
Additional lawsuits containing claims similar to those described above may be filed in the future. In the course of its business, the Company, 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 the Company. The Company may establish reserves from time to time in connection with such actions.
36
Item lA. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds . |
Period |
Class A (a) Total Number of Redeemable Units Purchased* |
Class A (b) Average Price Paid per Redeemable Unit** |
Class Z (a) Total Number of Redeemable Units Purchased* |
Class Z (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 |
||||||||||||||||||
April 1, 2026 - April 30, 2026 |
484.6220 | $ | 3,587.09 | N/A | N/A | N/A | N/A | |||||||||||||||||
May 1, 2026 - May 31, 2026 |
561.3490 | $ | 3,566.77 | 485.8780 | $ | 1,521.54 | N/A | N/A | ||||||||||||||||
June 1, 2026 - June 30, 2026 |
249.2250 | $ | 3,547.61 | N/A | N/A | N/A | N/A | |||||||||||||||||
| 1,295.1960 | $ | 3,570.69 | 485.8780 | $ | 1,521.54 | |||||||||||||||||||
| * | 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. |
| ** | Redemptions of Redeemable Units are effected as of the end of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions. |
Item 3. |
Defaults Upon Senior Securities . — None. |
Item 4. |
Mine Safety Disclosures . — Not Applicable. |
Item 5. |
Other Information . |
| Item 6. | Exhibits. |
Exhibit 31.1 — Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director) (filed herewith).
Exhibit 31.2 — Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer) (filed herewith).
Exhibit 32.1 — Section 1350 Certification (Certification of President and Director) (filed herewith).
Exhibit 32.2 — Section 1350 Certification (Certification of Chief Financial Officer) (filed herewith).
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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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.
| CERES ORION L.P. | ||
| By: | Ceres Managed Futures LLC (General Partner) | |
| By: | /s/ Patrick T. Egan | |
| Patrick T. Egan President and Director | ||
Date: August 11, 2026
| By: | /s/ Brooke Lambert | |
| Brooke Lambert | ||
| Chief Financial Officer | ||
| (Principal Accounting Officer) |
Date: August 11, 2026
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.
39