UNITEDTable STATESof Contents

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

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

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

~~x ANNUAL~~FORM ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~10-K

~~For~~x ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~December~~13 ~~31,~~OR 15(d) ~~2014~~OF orTHE SECURITIES EXCHANGE ACT OF 1934

~~o TRANSITION~~For ~~REPORT~~the ~~PURSUANT~~fiscal TOyear ~~SECTION~~ended 13December 31, OR2015 ~~15(d)~~or ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~¨ TRANSITION ~~the~~REPORT ~~transition~~PURSUANT TO ~~period~~SECTION ~~from~~13 ~~__________________to__________________~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number:~~transition ~~000-25605~~period from to

~~MORGAN~~Commission ~~STANLEY~~file ~~SMITH~~number: ~~BARNEY~~000-25605 ~~CHARTER WNT L.P. (Exact name of registrant as specified in its charter)~~

	Delaware	13-4018065
	State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)
Ceres Managed Futures LLC
522 Fifth Avenue
New York, NY		10036
(Address of principal executive offices)		(Zip Code)

MORGAN STANLEY SMITH BARNEY CHARTER WNT L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code		(855) 672-4468
Delaware		13-4018065
Securities registered pursuant to Section 12(b) of the Act:
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
Title of each class		Name of each exchange
Ceres Managed Futures LLC 522 Fifth Avenue New York, NY		10036
		on which registered
(Address of principal executive offices)		(Zip Code)
None		None

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


Registrant’s telephone number, including area code		(855) 672-4468

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

Title of each class		Name of each exchange on which registered

None		None

~~Units~~Securities registered pursuant to Section 12(g) of ~~Limited~~the ~~Partnership~~Act: ~~Interest~~

~~(Title~~Units of ~~Class)~~Limited Partnership Interest

~~Indicate~~(Title ~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of ~~the~~Class) ~~Securities Act. Yes o No x~~

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or Section 15(d)~~ of the Securities Act. Yes o ¨ No x

Indicate by check mark ~~whether~~if the registrant ~~(1)~~is ~~has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant ~~Section~~to Section 13 or Section 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 ¨ No x ~~No o~~

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section 13 ~~pursuant~~or to15(d) ~~Rule 405~~ of ~~Registration~~the ~~S-T~~Securities Exchange ~~(§232.405~~Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~ filing requirements for the past 90 days. Yes x No o¨

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item~~posted ~~405~~on ofits ~~Regulation~~corporate ~~S-K~~Web ~~(§229.404~~site, ofif ~~this~~any, ~~chapter)~~every isInteractive ~~not~~Data File ~~contained~~required ~~herein,~~to ~~and~~be ~~will~~submitted ~~not~~and beposted ~~contained,~~pursuant to ~~the~~Rule ~~best~~405 of ~~registrant’s~~Registration ~~knowledge,~~S-T in(§232.405 ~~definitive~~of ~~proxy~~this orchapter) ~~information~~during ~~statements~~the ~~incorporated~~preceding by12 ~~reference~~months in(or ~~Part~~for ~~III~~such ofshorter ~~this~~period ~~Form~~that ~~10-K~~the orregistrant ~~any~~was ~~amendment~~required to ~~this~~submit ~~Form~~and ~~10-K.~~post such files) Yes x No ¨

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of isdelinquent afilers ~~large~~pursuant ~~accelerated~~to ~~filer,~~Item 405 anof ~~accelerated~~Regulation ~~filer,~~S-K a(§229.404 ~~non-accelerated~~of ~~filer~~this chapter) is not contained herein, orand awill ~~smaller~~not ~~reporting~~be ~~company. See~~contained, to the ~~definition~~best of ~~“large~~registrant’s ~~accelerated filer”~~knowledge, ~~“accelerated~~in ~~filer”~~definitive ~~and~~proxy ~~“smaller~~or ~~reporting~~information ~~company”~~statements incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Exchange~~Form ~~Act~~10-K or any amendment to this Form 10-K. x

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, oan ~~Accelerated~~ accelerated filer, oa ~~Non~~non-accelerated filer, xor ~~Smaller~~a smaller reporting company. oSee the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~¨ ~~whether~~Accelerated ~~the~~filer ~~registrant~~¨ ~~is a shell company (as defined in Rule 12b~~Non-2accelerated offiler ~~the~~x ~~Exchange~~Smaller ~~Act). Yes~~reporting ~~0 No~~company T¨

~~State~~Indicate ~~the~~by ~~aggregate~~check ~~market~~mark ~~value~~whether of the ~~Units of Limited Partnership Interest held by non-affiliates of the~~ registrant~~. The~~ ~~aggregate~~is ~~market~~a ~~value~~shell ~~shall~~company ~~be computed by reference to the price at which Units were sold~~ (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s~~Exchange Act). Yes ~~most~~¨ No x ~~recently completed second fiscal quarter: $29,312,245 at June 30, 2014.~~

AsState ofthe ~~February~~aggregate ~~28,~~market ~~2015,~~value ~~2,086,909.306~~of the Units of Limited Partnership Interest held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which Units were ~~outstanding~~sold as of the last business day of the registrant’s most recently completed second fiscal quarter: $27,751,348 at June 30, 2015.

~~DOCUMENTS~~As ~~INCORPORATED~~of BYFebruary 29, ~~REFERENCE~~2016, 1,884,440.585 Limited Partnership Units were outstanding.

~~(See~~DOCUMENTS ~~Page~~INCORPORATED 1)BY REFERENCE

~~MORGAN~~(See ~~STANLEY~~Page ~~SMITH~~1) ~~BARNEY CHARTER WNT L.P.~~

INDEXTable TOof ANNUAL REPORT ON FORM 10-KContents

~~December~~MORGAN ~~31,~~STANLEY ~~2014~~SMITH BARNEY CHARTER WNT L.P.

~~DOCUMENTS~~INDEX ~~INCORPORATED~~TO BYANNUAL ~~REFERENCE~~REPORT 1ON FORM 10-K

Part I.
Item 1.	Business	2-6
Item 1A.	Risk Factors	6-35
Item 1B.	Unresolved Staff Comments	35
Item 2.	Properties	35
Item 3.	Legal Proceedings	35-53
Item 4.	Mine Safety Disclosures	53
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	54
Item 6.	Selected Financial Data	55
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56-76
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	76-85
Item 8.	Financial Statements and Supplementary Data	86
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	86
Item 9A.	Controls and Procedures	87-88
Item 9B.	Other Information	88
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	89-102
Item 11.	Executive Compensation	103
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	103
Item 13.	Certain Relationships and Related Transactions, and Director Independence	104
Item 14.	Principal Accountant Fees and Services	104-105
Part IV.
Item 15.	Exhibits, Financial Statement Schedules	106

December 31, 2015

DOCUMENTS INCORPORATED BY REFERENCE


DOCUMENTS INCORPORATED BY REFERENCE		1

Part I.

Item 1.	Business	2-4

Item 1A.	Risk Factors	5-18

Item 1B.	Unresolved Staff Comments	18

Item 2.	Properties	19

Item 3.	Legal Proceedings	19-25

Item 4.	Mine Safety Disclosures	25

Part II.

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26

Item 6.	Selected Financial Data	27

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28-34

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	35-40

Item 8.	Financial Statements and Supplementary Data	41

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	42

Item 9A.	Controls and Procedures	42

Item 9B.	Other Information	42

Part III.

Item 10.	Directors, Executive Officers and Corporate Governance	43-45

Item 11.	Executive Compensation	45

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	45

Item 13.	Certain Relationships and Related Transactions, and Director Independence	46

Item 14.	Principal Accountant Fees and Services	46

Part IV.

Item 15.	Exhibits, Financial Statement Schedules	47

PortionsTable of the following documents are incorporated by reference as follows:Contents

~~Documents~~DOCUMENTS Incorporated PartINCORPORATED ofBY ~~Form~~REFERENCE ~~10-K~~

~~Annual~~Portions ~~Report~~of tothe ~~Morgan~~following ~~Stanley~~ documents are incorporated by reference as follows:

Charter Series Limited Partners


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

~~for~~1 the year ended December 31, 2014 II, III, and IV

-Table 1of -Contents

PART I

Item 1. BUSINESS

(a) General Development of Business. Morgan Stanley Smith Barney Charter WNT L.P. (the “Partnership”) is a Delaware limited partnership organized in 1998 to engage primarily in the speculative trading of futures contracts, options on futures and forward contracts, and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products (collectively, “Futures Interests”). The Partnership commenced trading operations on March 1, 1999. The Partnership is one of the Morgan Stanley Charter Series of funds, comprised of the Partnership, Morgan Stanley Smith Barney Charter Aspect L.P. and Morgan Stanley Smith Barney Charter Campbell L.P. .

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (“Ceres” or the “General Partner”) and commodity pool operator ~~for~~of the Partnership. Ceres is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC (“MSSBH”). MSSBH is wholly-owned indirectly by Morgan Stanley. Prior to June 28, 2013, Citigroup Inc. was the indirect minority owner of MSSBH. Morgan Stanley Smith Barney LLC is doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”). This entity previously acted as a non-clearing commodity broker for the Partnership. Morgan Stanley Wealth Management is a principal subsidiary of MSSBH.

-The 2clearing commodity broker for the Partnership is Morgan Stanley & Co. LLC (“MS&Co.”). MS&Co. also acts as the counterparty on all trading of foreign currency forward contracts. MS&Co. is a wholly-owned subsidiary of Morgan Stanley. Winton Capital Management Limited (“Winton” or the “Trading Advisor”) is the trading advisor to the Partnership and manages the assets of the Partnership pursuant to the Winton Futures Program (formerly, the Winton Diversified Program, as applied without equities), the Trading Advisor’s proprietary, systematic trading program. A description of the trading activities and focus of the Trading Advisor is included on page 29 under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~The~~During ~~clearing~~June ~~commodity~~2015, ~~broker~~the ~~for~~General Partner determined to invest a portion of the Partnership’s isexcess ~~Morgan~~cash ~~Stanley~~(the &Partnership’s ~~Co.~~assets ~~LLC~~not used for futures interest trading or required margin for such trading) in United States (“~~MS&Co~~U.S.”) Treasury bills. ~~MS&Co.~~ ~~also~~The ~~acts~~Partnership aswill ~~the~~receive ~~counterparty~~interest on ~~all~~U.S. ~~trading~~Treasury bills at the relevant coupon rate. There will be no change to the treatment of ~~foreign~~the ~~currency~~excess ~~forward~~cash ~~contracts~~not invested in U. ~~MS&Co~~S. isTreasury abills. ~~wholly-owned~~The ~~subsidiary~~General ofPartner ~~Morgan~~intends ~~Stanley~~to hold the U. ~~Winton~~S. ~~Capital~~Treasury ~~Management~~bills ~~Limited~~until ~~(“Winton”~~maturity, orbut in the ~~“Trading~~event ~~Advisor”)~~that the General Partner is ~~the~~required ~~trading~~to ~~advisor~~liquidate U.S. Treasury bills before they mature, to meet redemption requests or otherwise, the Partnership may incur a loss on such U.S. Treasury bills and/or ~~manages~~may ~~the~~be ~~assets~~subject ofto ~~the~~additional ~~Partnership~~fees ~~pursuant~~or other costs. The General Partner will endeavor to ~~the~~maintain ~~Diversified~~sufficient ~~Program,~~cash in the ~~Trading Advisor~~Partnership’s ~~proprietary,~~accounts ~~systematic~~in ~~trading~~order ~~program. A~~to ~~description~~avoid ofearly ~~the~~liquidation ~~trading~~of ~~activities~~U.S. ~~and~~Treasury ~~focus~~bills. ofThe ~~the~~General ~~Trading~~Partner ~~Advisor~~may isalso ~~included~~invest onup ~~page~~to 58all ~~under~~of ~~Item~~the ~~7. Management~~Partnership’s ~~Discussion~~assets ~~and~~in ~~Analysis~~money ofmarket ~~Financial~~mutual ~~Condition~~funds, including ~~and~~money ~~Results~~market ofmutual ~~Operations~~funds managed by Morgan Stanley or its affiliates.

The ~~General~~Partnership ~~Partner,~~accrued ona ~~behalf~~flat ofrate ~~the~~brokerage ~~Partnership~~fee that covered all brokerage fees, ~~has~~transaction ~~entered~~fees ~~into~~and acosts, ~~management~~and ~~agreement~~ordinary ~~(the~~administrative ~~“Management~~expenses. ~~Agreement”)~~Effective ~~with~~April 1, 2014, the ~~Trading~~flat ~~Advisor. The~~rate ~~Management~~brokerage ~~Agreement~~fee ~~provides~~for ~~that~~ the ~~Trading~~Partnership ~~Advisor~~was ~~has~~reduced ~~sole~~from ~~discretion~~6.0% per inannum ~~determining~~(paid ~~the~~monthly) ~~investments~~to of4.0% per ~~the~~annum (paid ~~assets~~monthly) of the Partnership’s ~~allocated~~net toassets. Effective October 1, 2014, the ~~Trading~~flat ~~Advisor~~rate bybrokerage ~~the~~fee, ~~General~~equal ~~Partner~~to an annual rate of 4. ~~Pursuant~~0% toof the ~~Management~~Partnership’s ~~Agreement~~net assets, was separated into (i) a general partner administrative fee payable to the ~~Partnership~~General ~~pays~~Partner (the ~~Trading~~“General ~~Advisor~~Partner afee” ~~flat-rate~~and ~~monthly~~formerly, ~~management~~the “administrative fee”) equal to ~~1/12th~~an annual rate of 12.50% of the Partnership’s net assets, and (aii) an ~~1.5%~~ongoing placement agent fee payable to Morgan Stanley Wealth Management equal to an annual rate) of 2.0% of the Partnership’s net assets. ~~under~~The ~~management~~October 1, by2014 fee changes, in the ~~Trading~~aggregate, ~~Advisor~~did asnot ofexceed the ~~first~~flat ~~day~~rate ofbrokerage ~~each~~fee ~~month~~and, accordingly, there was no change to the aggregate fees incurred by the Partnership.

InThe ~~addition~~General Partner, on behalf of the Partnership, ~~pays~~has entered into a management agreement (the “Management Agreement”) with the Trading Advisor. anThe ~~incentive~~Management ~~fee~~Agreement ~~equal~~provides tothat ~~20%~~the Trading Advisor has sole discretion in determining the investments of ~~trading~~the ~~profits~~assets ~~(if~~of ~~any)~~the ~~payable~~Partnership onallocated ato ~~monthly~~the ~~basis.~~ Trading ~~profits~~Advisor ~~represent~~by the General ~~amount~~Partner. byPursuant ~~which~~to ~~profits~~the ~~from~~Management ~~futures~~Agreement, ~~forwards~~the ~~and~~Partnership ~~options~~pays ~~trading~~the ~~exceed~~Trading ~~losses~~Advisor ~~after~~a ~~brokerage~~flat-rate ~~and~~monthly management ~~fees~~fee ~~are~~equal to 1/12th of 1.5% (a 1.5% annual rate) of the Partnership’s net assets under management by the Trading Advisor as of the first day of each month.

~~deducted. When~~2 ~~the Trading Advisor experiences losses with respect to net assets as of the end of a~~

-Table 3of -Contents

In addition, the Partnership pays the Trading Advisor an incentive fee equal to 20% of trading profits (if any) payable on a monthly basis. Trading profits represent the amount by which profits from futures, forwards and options trading exceed losses after brokerage, General Partner, ongoing placement agent and management fees, as applicable, are deducted. When the Trading Advisor experiences losses with respect to net assets as of the end of a calendar month, the Trading Advisor must recover such losses before the Trading Advisor is eligible for an incentive fee in the future. Cumulative trading losses are adjusted on a pro -rated basis for the amount of each month’s ~~net withdrawals~~redemptions.

The current term of the Management Agreement will expire on February 28, ~~2016~~2017 and will renew annually unless terminated by the General Partner or the Trading Advisor. In general, the Management Agreement may be terminated upon notice by either party.

~~Effective~~In ~~October~~July 12015, ~~2014,~~ the ~~flat~~General ~~rate~~Partner ~~brokerage~~delegated ~~fee,~~certain ~~equal~~administrative functions to anSS&C ~~annual~~Technologies, ~~rate of 4~~Inc.0%, ofa ~~the~~Delaware ~~Partnership’s~~corporation, ~~net~~currently doing ~~assets,~~business ~~was~~as ~~separated~~SS&C ~~into~~GlobeOp (ithe “Administrator”). aPursuant ~~general~~to ~~partner~~a ~~administrative~~master ~~fee~~services ~~payable~~agreement, to the ~~General~~Administrator ~~Partner~~furnishes ~~equal~~certain toadministrative, anaccounting, ~~annual~~regulatory, ~~rate~~reporting, oftax ~~2.0%~~and ofother ~~the~~services ~~Partnership’s~~as ~~net~~agreed ~~assets,~~from ~~and~~time ~~(ii)~~to antime. In ~~ongoing~~addition, ~~placement~~the ~~agent~~Administrator ~~fee~~maintains ~~payable~~certain tobooks ~~Morgan~~and ~~Stanley~~records ~~Wealth~~of ~~Management~~the ~~equal~~Partnership. toThe anGeneral ~~annual~~Partner ~~rate~~pays ofor ~~2.0%~~reimburses of the Partnership’s, ~~net~~from ~~assets. The~~the ~~October~~General 1,Partner ~~2014~~ fee ~~changes~~it receives, in the ~~aggregate,~~ordinary ~~did~~administrative ~~not~~expenses ~~exceed~~of the ~~flat~~Partnership. ~~rate~~This includes ~~brokerage~~the ~~fee~~expenses ~~and,~~related ~~accordingly,~~to ~~there~~the ~~was~~engagement noof ~~change~~the toAdministrator. Therefore, the ~~aggregate~~engagement ~~fees~~of ~~incurred~~the byAdministrator did not impact the Partnership’s break-even point.

~~Effective~~The ~~June 1, 2014, the management fee payable by the~~ Partnership tobegan the ~~Trading~~year ~~Advisor~~at ~~was reduced from~~ a ~~monthly~~net ~~management~~asset ~~fee~~value ~~rate~~per ~~equal~~unit ~~to 1/12th~~ of 2%limited (apartnership 2%interest ~~annual rate~~(“Unit(s)”) ~~per month~~ of ~~net~~$14.54 ~~assets~~and ~~allocated~~decreased 2.3% to ~~the~~$14.20 ~~Trading~~per ~~Advisor~~Unit on ~~the~~December 31, ~~first~~2015. ~~day~~For ~~of each month to~~ a ~~monthly~~more ~~management~~detailed ~~fee~~description ~~rate equal to 1/12th~~ of ~~1.5% (a 1.5% annual rate) per month of net assets allocated to~~ the ~~Trading~~Partnership’s ~~Advisor~~business, onsee ~~the~~subparagraph ~~first day of each month~~(c).

-3 ~~4 -~~

EffectiveTable April 1, 2014, the flat rate brokerage fee for the Partnership was reduced from 6.0% per annum (paid monthly) to 4.0% per annum (paid monthly) of the Partnership’s net assets.Contents

~~The~~(b) ~~Partnership~~Financial ~~began~~Information ~~the~~about ~~year~~Segments. For atfinancial ainformation ~~net~~reporting purposes, ~~asset~~the ~~value~~Partnership ~~per~~is ~~unit~~deemed ofto ~~limited~~engage ~~partnership~~in ~~interest~~one ~~(“Unit(s)”)~~industry segment, the speculative trading of ~~$12.22~~futures, forwards and ~~returned~~options ~~19.00%~~on tosuch ~~$14~~contracts.54 ~~per~~The ~~Unit~~relevant onfinancial ~~December~~information ~~31,~~is ~~2014. For~~presented ain ~~more~~Part ~~detailed~~II. ~~description~~Item 6. ofSelected ~~the~~Financial Data ~~Partnership's~~and ~~business,~~Item 8. ~~see~~Financial ~~subparagraph~~Statements ~~(c)~~and Supplementary Data.

(bc) ~~Financial~~Narrative ~~Information~~Description ~~about Segments~~of Business. ~~For~~The ~~financial information reporting purposes, the~~ Partnership is ~~deemed to engage~~ in ~~one~~the ~~industry~~business ~~segment,~~of ~~the~~ speculative trading of futures, forwards and options on such contracts pursuant to trading instructions provided by the Trading Advisor. ~~The~~ ~~relevant~~See ~~financial~~Items 1(a) and (b) above for a complete description of the Partnership’s business. The information requested in Section 101(c)(i) through (xiii) of Regulation S-K is ~~presented~~not inapplicable ~~Part~~to IIthe Partnership. ~~Item~~Additionally, 6.the ~~Selected~~Partnership ~~Financial~~does ~~Data~~not have any employees. The directors and ~~Item~~officers 8of the General Partner are listed in Part III. ~~Financial~~Item 10. ~~Statements~~Directors, Executive Officers and ~~Supplementary~~Corporate ~~Data~~Governance.

(cd) ~~Narrative~~ ~~Description~~Financial ofInformation ~~Business~~about Geographic Areas. The Partnership ishas innot ~~the~~engaged ~~business~~in ofany ~~speculative~~operations ~~trading~~in ofnon-U.S. ~~futures~~countries; however, ~~forwards and options on such contracts pursuant to trading instructions provided by~~ the ~~Trading~~Partnership ~~Advisor. See Items 1~~(a)through ~~and (b) above for a complete description of~~ the ~~Partnership’s~~commodity ~~business. The~~brokers) ~~information~~enters ~~requested~~into inforward ~~Section~~contract ~~101(c)(i)~~transactions ~~through~~where ~~(xiii) of Regulation S~~non-KU.S. isbanks ~~not~~are ~~applicable to~~ the ~~Partnership. Additionally,~~contracting ~~the~~parties ~~Partnership~~and ~~does~~trades ~~not~~futures, ~~have~~forwards ~~any employees. The directors~~ and ~~officers~~options ofon ~~the~~such ~~General~~contracts ~~Partner~~on ~~are listed in Part III~~non-U. ~~Item 10~~S. ~~Directors, Executive Officers and Corporate Governance~~exchanges.

(e) Available Information. The Partnership files an annual report on Form 10-K, 5quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports with the Securities and Exchange Commission (“SEC”). You may read and copy any document filed by the Partnership at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. The Partnership does not maintain an internet website; however, the Partnership’s SEC filings are available to the public from the EDGAR database on the SEC’s website at http://www.sec.gov. The Partnership’s CIK number is 0001066658.

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

(e) AvailableTable Information. Theof Partnership files an annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports with the Securities and Exchange Commission (“SEC”). You may read and copy any document filed by the Partnership at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. The Partnership does not maintain an internet website; however, the Partnership’s SEC filings are available to the public from the EDGAR database on the SEC’s website at http://www.sec.gov. The Partnership’s CIK number is 0001066658.Contents

Item 1A. RISK FACTORS

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

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

-Risks 6Relating -to the Partnership

~~Risks~~Single-Advisor ~~Relating~~Funds toLack the Diversity of Multi-Advisor Funds. The Partnership is managed by a single trading advisor. Therefore, the Partnership lacks the potential benefit of trading advisor diversification available in funds that are managed by more than one trading advisor.

~~Single-Advisor~~You ~~Funds~~Should ~~Lack~~Not ~~the~~Rely ~~Diversity~~on Past Performance of ~~Multi-~~the General Partner or the Trading Advisor ~~Funds~~In Deciding To Purchase Units. The ~~Partnership~~past isinvestment performance of other entities managed by athe ~~single~~General ~~trading~~Partner ~~advisor.~~and ~~Therefore,~~the Trading Advisor is not necessarily indicative of the Partnership’s ~~lacks~~future results. No assurance can be given that the ~~potential~~General ~~benefit~~Partner will succeed in meeting the investment objectives of ~~trading~~the ~~advisor~~Partnership. ~~diversification~~You ~~available~~may inlose ~~funds~~all ~~that~~or ~~are~~substantially ~~managed~~all byof ~~more~~your ~~than~~investment ~~one~~in ~~trading~~the ~~advisor~~Partnership.

~~You~~The ~~Should Not Rely on Past Performance of the~~ General Partner orbelieves ~~the~~that ~~Trading Advisor In Deciding To Purchase Units. The~~ past ~~investment~~ performance of ~~other entities managed by~~ the ~~General Partner and the~~ Trading Advisor ismay ~~not~~be ~~necessarily indicative~~ of ~~the~~interest ~~Partnership’s~~to ~~future~~investors, ~~results.~~but Noencourages ~~assurance~~you to ~~can~~look beat ~~given~~such ~~that~~information ~~the~~as ~~General~~an ~~Partner~~example ~~will~~of ~~succeed in meeting~~ the ~~investment~~ objectives of the Partnership. ~~You~~rather ~~may~~than ~~lose~~as ~~all~~any orindication ~~substantially~~that ~~all~~the ofPartnership’s ~~your~~objectives ~~investment~~will, in ~~the~~fact, ~~Partnership~~be achieved.

The ~~General~~Partnership ~~Partner~~Incurs ~~believes~~Substantial ~~that~~Charges. The ~~past~~Partnership ~~performance~~must ofpay ~~the~~substantial ~~Trading~~charges, ~~Advisor~~and ~~may~~must begenerate profits ofand interest income which exceed its fixed costs in order to ~~investors,~~avoid ~~but~~depletion ~~encourages~~of ~~you~~its assets. The Partnership is required to ~~look~~pay atmonthly ~~such~~management ~~information~~fees asto anthe ~~example~~Trading Advisor regardless of the ~~respective~~performance ~~objectives~~ of the ~~General~~Partnership. ~~Partner~~In ~~and~~addition, the Partnership pays the Trading Advisor ~~rather~~an ~~than~~incentive asfee. ~~any~~In ~~indication~~addition, ~~that~~ the Partnership’s ~~objectives~~pays ~~will,~~the inongoing ~~fact,~~administrative beand ~~achieved~~operating expenses of the Partnership as such expenses are incurred.

~~The~~Incentive Fees May be Paid by the Partnership ~~Incurs~~Even ~~Substantial~~Though ~~Charges~~the Partnership Sustains Trading Losses. The Partnership pays ~~must~~the ~~pay~~Trading ~~substantial~~Advisor ~~charges~~an incentive fee based upon the new trading profits it generates for the Partnership. These new trading profits include unrealized appreciation on open positions. Accordingly, ~~and~~it ~~must~~is ~~generate~~possible that the Partnership will pay an incentive fee on new trading profits ~~and~~that ~~interest~~do ~~income~~not ~~which~~become ~~exceed~~realized. ~~its~~Also, ~~fixed~~the ~~costs~~Trading inAdvisor ~~order~~will retain all incentive fees paid to ~~avoid~~it, ~~depletion~~even if it incurs a subsequent loss after payment of ~~its~~an ~~assets~~incentive fee. ~~The~~Due ~~Partnership~~to the fact that incentive fees are paid monthly, it is ~~required~~possible that an incentive fee may be paid to ~~pay~~the ~~brokerage~~Trading ~~commissions~~Advisor ~~and~~during ~~monthly~~a year in which the assets allocated to the Trading Advisor suffer a loss for the year. Because the Trading Advisor receives an incentive fee based on the new trading profits, the Trading Advisor may have an incentive to make investments that are riskier than would be the case in the absence of such an incentive fee being paid to the Trading Advisor based on new trading profits.

-5 ~~7 -~~

managementTable fees to the Trading Advisor regardless of the performance of the Partnership. In addition, the Partnership pays the Trading Advisor an incentive fee. In addition, the Partnership pays the ongoing administrative and operating expenses of the Partnership as such expenses are incurred.Contents

~~Incentive~~Restricted ~~Fees~~Investment ~~May~~Liquidity bein ~~Paid~~the byUnits. There ~~the~~is ~~Partnership~~no ~~Even~~secondary market ~~Though~~for the ~~Partnership~~Units, ~~Sustains~~and ~~Trading~~you ~~Losses. The~~may ~~Partnership~~not ~~pays~~redeem ~~the~~your ~~Trading~~Units ~~Advisor~~other anthan ~~incentive~~as ~~fee~~of ~~based upon~~ the ~~new~~last ~~trading~~Business ~~profits~~Day itof ~~generates~~each ~~for~~month. ~~the~~Your ~~Partnership.~~right ~~These~~to ~~new~~receive ~~trading~~payment ~~profits~~for ~~include~~a ~~unrealized~~redemption ~~appreciation~~of onsome ~~open~~or ~~positions.~~all ~~Accordingly,~~of ityour Units is ~~possible~~dependent ~~that~~upon (a) the Partnership ~~will~~having ~~pay~~sufficient assets anto ~~incentive~~pay ~~fee~~its liabilities on ~~new~~the ~~trading~~redemption ~~profits~~date, ~~that~~and do(b) the ~~not~~General ~~become~~Partner’s ~~realized.~~receipt ~~Also,~~of ~~the~~your ~~Trading~~Request ~~Advisor~~for ~~will~~Redemption ~~retain~~in ~~all~~such ~~incentive~~manner ~~fees~~as ~~paid~~determined toby ~~it,~~the ~~even~~General ifPartner itno ~~incurs~~later athan ~~subsequent~~3:00 ~~loss~~p.m., ~~after~~New ~~payment~~York ofCity antime, ~~incentive~~on ~~fee.~~the ~~Due~~last today of the ~~fact~~month. ~~that~~The ~~incentive~~General ~~fees~~Partner ~~are~~will ~~paid~~not ~~monthly~~permit a transfer, sale, pledge or assignment of Units unless it is ~~possible~~satisfied that anthe ~~incentive~~transfer, ~~fee~~sale, ~~may~~pledge or assignment would not be ~~paid~~in toviolation ~~the~~of ~~Trading~~Delaware ~~Advisor~~law ~~during~~or aapplicable ~~year~~federal, instate, ~~which~~or ~~the~~foreign securities ~~assets~~laws ~~allocated~~and tonotwithstanding ~~the~~any ~~Trading~~transfer, ~~Advisor~~sale, ~~suffer~~pledge aor ~~loss~~assignment, ~~for~~ the ~~year.~~Partnership ~~Because~~will ~~the~~continue ~~Trading~~to ~~Advisor~~be ~~receives~~classified as a partnership rather than as an ~~incentive~~association ~~fee~~or ~~based~~publicly ontraded partnership taxable as a corporation under the ~~new~~Internal Revenue ~~trading~~Code ~~profits~~of 1986, as amended (the ~~Trading~~“Code”). ~~Advisor~~No ~~may~~transfer, ~~have~~sale, anpledge ~~incentive~~or toassignment ~~make~~of ~~investments~~Units ~~that~~will ~~are~~be ~~riskier~~effective ~~than~~or ~~would~~recognized beby the ~~case~~Partnership if the transfer, sale, pledge or assignment would result in the ~~absence~~termination of ~~such~~the Partnership anfor ~~incentive~~U.S. ~~fee~~federal ~~being~~income ~~paid~~tax purposes. Any attempt to ~~the~~transfer, ~~Trading~~sell, ~~Advisor~~pledge ~~based~~or onassign ~~new~~Units ~~trading~~in ~~profits~~violation of the Partnership Agreement will be ineffective.

~~Restricted~~General ~~Investment~~Partner ~~Liquidity~~Redemptions. The inGeneral Partner is required to maintain a capital contribution at least equal to the ~~Units.~~greater of: (a) ~~There~~1% isof noaggregate ~~secondary~~capital ~~market~~contributions ~~for~~to the Partnership ~~Units,~~(including the General Partner’s contribution) and ~~you~~(b) $25,000. ~~may~~The ~~not~~General ~~redeem~~Partner ~~your~~may ~~Units~~otherwise ~~other~~redeem ~~than~~any asportion of ~~the~~its ~~last~~investment ~~Business~~in ~~Day~~the Partnership ofat ~~each~~any ~~month.~~time ~~Your~~without ~~right~~notice to ~~receive~~the ~~payment~~limited ~~for~~partners. aFor any such redemption, ofthe ~~some~~General orPartner ~~all~~will ofredeem ~~your~~its Units isat ~~dependent~~the ~~upon~~end ~~(a)~~of the ~~Partnership~~month ~~having~~in ~~sufficient~~the ~~assets~~same manner as any Limited Partner would follow to ~~pay~~redeem ~~its~~Units. ~~liabilities~~Additionally, onthe General Partner has the ~~redemption~~right ~~date,~~to ~~and~~redeem ~~(b)~~Units it holds in the ~~General~~event ~~Partner’s~~redemptions for limited partners are suspended.

-The 8Partnership’s -Structure Has Conflicts of Interest.

~~receipt~~• ofThe ~~your~~General ~~Request~~Partner, ~~for~~Morgan ~~Redemption~~Stanley, inMorgan ~~such~~Stanley ~~manner~~Wealth asManagement ~~determined~~and byMS&Co. ~~the~~are ~~General Partner no later than 3:00 p~~affiliates.~~m.,~~ ~~New~~As ~~York~~a ~~City time~~result, on the ~~last~~fees ~~day~~and ofother ~~the~~compensation ~~month.~~received ~~The~~by ~~General~~these ~~Partner~~parties ~~will~~and ~~not~~other ~~permit~~terms arelating ~~transfer,~~to ~~sale,~~the ~~pledge~~operation ~~or assignment~~ of ~~Units~~the ~~unless~~Partnership itand ~~is satisfied that~~ the ~~transfer,~~ sale, ~~pledge~~of orUnits ~~assignment~~have ~~would~~ not bebeen innegotiated ~~violation~~independently. ofThe ~~Delaware~~officers ~~law~~and ordirectors ~~applicable~~of ~~federal,~~the ~~state,~~General orPartner ~~foreign~~are ~~securities~~also ~~laws~~employees ~~and~~of ~~notwithstanding~~Morgan ~~any~~Stanley ~~transfer, sale, pledge~~ or ~~assignment,~~one ~~the~~of ~~Partnership~~its ~~will~~subsidiaries ~~continue~~and tomay behave ~~classified as~~ a ~~partnership~~conflict ~~rather~~of ~~than~~interest asbetween antheir ~~association~~responsibility ~~taxable~~to asthe aGeneral ~~corporation~~Partner ~~under~~and the ~~Internal~~commodity ~~Revenue~~pools ~~Code~~it ofoperates. ~~1986,~~Some asof ~~amended (~~the ~~“Code”).~~compensation Nofor ~~transfer,~~such ~~sale,~~officers ~~pledge~~and ordirectors ~~assignment~~ of ~~Units will be effective or recognized by~~ the ~~Partnership~~General ifPartner ~~the~~may ~~transfer,~~be ~~sale,~~based ~~pledge~~in orpart ~~assignment~~on ~~would result in~~ the ~~termination~~profitability of ~~the~~Morgan ~~Partnership~~Stanley ~~for~~and ~~U.S.~~its ~~federal~~managed ~~income~~futures ~~tax~~business ~~purposes.~~operated ~~Any~~by ~~attempt to transfer, sell, pledge or assign Units in violation of~~ the ~~Partnership~~General ~~Agreement will be ineffective~~Partner.

~~General~~• ~~Partner Redemptions~~MS&Co. ~~The~~ ~~General~~can ~~Partner~~benefit isfrom ~~required~~bid/ask tospreads ~~maintain a capital contribution at least equal~~ to the ~~greater~~extent ~~of:~~the ~~(a)~~Trading 1%Advisor ofexecutes ~~aggregate capital contributions to~~ over-the ~~Partnership~~-counter (~~including the General Partner’s contribution~~“OTC”) ~~and~~foreign ~~(b)~~exchange ~~$25,000.~~trades ~~The~~with ~~General Partner may otherwise redeem any portion of its investment in the Partnership at any time without notice to the limited partners~~MS&Co. ~~For~~and ~~any~~bid/ask ~~such~~spreads redemption, the General Partner will redeem its Units at the end of the month in the same manner as any Limited Partner would follow to redeem Units. Additionally, the General Partner has the right to redeem Units it holds in the event redemptions for limited partners are ~~suspended~~charged.

-• 9The -Trading Advisor, the General Partner, Morgan Stanley and its affiliates and subsidiaries may trade futures, forwards and options for their own accounts, and thereby compete with the Partnership for positions. Also, the other commodity pools managed by the General Partner and the Trading Advisor may compete with the Partnership for futures, forwards and option contracts. These conflicts can result in less favorable prices on the Partnership’s transactions. These pools may also pay lower fees, including lower commodity brokerage fees and/or commissions, than the Partnership pays. The records of any such trading will not be available for inspection by limited partners.

~~The~~• For excess cash which is not invested, MS&Co. and the General Partner retain any interest earned on cash in the Partnership’s ~~Structure~~account ~~Has~~in ~~Conflicts~~excess of ~~Interest~~the rate specified in the private placement memorandum of the Partnership. That could create an incentive for the General Partner to retain excess cash in cash instead of permitted investments.

·• The General Partner, Morgan Stanley Investment Management, Morgan Stanley Wealth Management, MS&Co., Morgan Stanley Capital Group Inc. (“MSCG”) and Morgan Stanley & Co. International plc are affiliates. As a result, the fees and other compensation received by these parties and other terms relating to the operation of the Partnership and the sale of Units have not been negotiated independently. The officers and directors of the General Partner are also employees of Morgan Stanley or one of its subsidiaries and may ~~have~~purchase amoney ~~conflict~~market ofmutual ~~interest~~fund ~~between~~shares their responsibility to the General Partner and the commodity pools it operates. Some of the compensation for such officers and directors of the General Partner may be based in part on the profitability of the managed futures business operated by the General Partner. · MS&Co. and MSCG can benefit from ~~bid/ask~~mutual ~~spreads~~funds toaffiliated ~~the extent the Trading Advisor executes over-the-counter (“OTC”) foreign exchange trades with MS&Co.~~ and ~~MSCG and bid~~/~~ask~~or ~~spreads~~unaffiliated ~~are charged. · The Trading Advisor, the General Partner, Morgan Stanley and its affiliates and subsidiaries may trade futures, forwards and options for their own accounts, and thereby compete~~ with the ~~Partnership for positions. Also, the other commodity pools managed by the~~ General Partner ~~and the Trading Advisor may compete with the Partnership for futures, forwards, and options positions~~. These conflicts can result in less favorable prices on the Partnership’s transactions. These pools may also pay lower fees, including lower commodity brokerage fees and/or commissions, than the Partnership pays. The records of any such trading will not be available for inspection by limited partners.

-No 10specific -policies regarding conflicts of interest have been adopted by the General Partner, the Partnership, or any of their affiliates, and you will be dependent on the good faith of, and legal and fiduciary obligations imposed on, the parties involved with such conflicts to resolve them equitably.

No6 specific policies regarding conflicts of interest have been adopted by the General Partner, the Partnership, or any of their affiliates, and you will be dependent on the good faith of, and legal and fiduciary obligations imposed on, the parties involved with such conflicts to resolve them equitably.

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

~~The~~An ~~Partnership~~Investment Isin ~~Not~~Units AMay ~~Registered~~Not ~~Investment~~Diversify ~~Company~~an Overall Portfolio. ~~The~~Because ~~Partnership~~futures, isforwards ~~not~~and ~~required~~options tohave ~~register,~~historically ~~and~~performed isindependently ~~not~~of ~~registered,~~traditional asinvestments anin ~~investment~~equities ~~company~~and ~~under~~bonds, the ~~Investment~~General ~~Company~~Partner ~~Act~~believes ofthat ~~1940,~~managed asfutures ~~amended~~funds (like the ~~“Investment~~Partnership ~~Company~~can ~~Act”).~~diversify ~~Accordingly,~~a traditional ~~investors~~portfolio ~~will~~of ~~not~~equities ~~have~~and ~~the~~bonds. ~~protections~~However, ~~afforded by~~ the ~~Investment~~General ~~Company~~Partner ~~Act~~cannot ~~(which,~~assure ~~among~~you ~~other~~that ~~matters,~~the ~~requires~~Partnership ~~investment~~will ~~companies~~perform towith ~~have~~ a ~~majority~~significant degree of ~~disinterested~~non- ~~directors~~or ~~and~~low-correlation ~~regulates~~to ~~the~~your ~~relationship~~other ~~between~~investments in the ~~advisor~~future. ~~and~~You ~~the~~may lose your entire investment ~~company)~~in the Partnership.

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

~~The~~Risks ~~Federal~~Related ~~Reserve~~to ~~Board’s~~ Regulation of ~~Morgan Stanley Could Affect~~ the ~~Activities of the~~ Partnership~~. As~~ aand ~~bank~~General ~~holding~~Partner ~~company that has elected financial holding company (“FHC”)~~

The Federal Reserve Board’s Regulation of Morgan Stanley Could Affect the Activities of the Partnership. As a bank holding company that has elected financial holding company (“FHC”) status under the Bank Holding Company Act of 1956 (“BHCA”), Morgan Stanley and its affiliates are subject to the comprehensive, consolidated supervision and regulation of the Board of Governors of the Federal Reserve System (“Federal Reserve”). A significant focus of this regulatory framework is the operation of Morgan Stanley and its subsidiaries in a safe and sound manner, with sufficient capital, earnings and liquidity that Morgan Stanley may serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the “Banks”). These Banks must remain well capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of the Dodd-Frank 11Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) could result in changes to Morgan Stanley’s business practices or the scope of its current lines of business, including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley, the General Partner and the Partnership, any limited divestiture should not directly involve the Partnership.

~~status~~7 under the Bank Holding Company Act of 1956 (“BHCA”), Morgan Stanley and its affiliates are subject to the comprehensive, consolidated supervision and regulation of the Board of Governors of the Federal Reserve System (“Federal Reserve”). A significant focus of this regulatory framework is the operation of Morgan Stanley and its subsidiaries in a safe and sound manner, with sufficient capital, earnings and liquidity that Morgan Stanley may serve as a source of financial and managerial strength to Morgan Stanley Bank, N.A. and Morgan Stanley Private Bank, National Association (the “Banks”). These Banks must remain well capitalized and well managed if Morgan Stanley is to maintain its FHC status and continue to engage in the widest range of permissible financial activities. In addition, the general exercise by the Federal Reserve of its regulatory, supervisory and enforcement authority with respect to Morgan Stanley and certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act” or the “Act”) could result in changes to Morgan Stanley’s business practices or the scope of its current lines of business, including certain limited divestitures. Although such changes could have an impact on and consequences for Morgan Stanley, the General Partner and the Partnership, any limited divestiture should not directly involve the Partnership.

TheTable enactment of the Dodd-Frank Act on July 21, 2010 has and will continue to result in enhanced regulation by the Federal Reserve and, with respect to the Banks, may result in enhanced regulation of certain affiliates of Morgan Stanley by the Office of the Comptroller of the Currency. Specifically, the Act amended the BHCA to require that, effective July 21, 2011, a bank holding company that has elected FHC status, such as Morgan Stanley, must remain well capitalized and well managed for the election to continue to be effective. Prior to the Dodd-Frank Act, thisContents

The enactment of the Dodd-Frank 12Act on July 21, 2010 has and will continue to result in enhanced regulation by the Federal Reserve and, with respect to the Banks, may result in enhanced regulation of certain affiliates of Morgan Stanley by the Office of the Comptroller of the Currency. Specifically, the Act amended the BHCA to require that, effective July 21, 2011, a bank holding company that has elected FHC status, such as Morgan Stanley, must remain well capitalized and well managed for the election to continue to be effective. Prior to the Dodd-Frank Act, this requirement had applied only to depository institution subsidiaries of a FHC, such as the Banks. In addition to extending this requirement to apply to FHCs, the Dodd-Frank Act expanded the Federal Reserve’s supervisory and enforcement authority over nonbank subsidiaries of a bank holding company. Additionally, because it is a bank holding company with more than $50 billion in consolidated assets, Morgan Stanley is subject to enhanced Federal Reserve supervision and more stringent prudential standards. In July 2013, the Federal Reserve issued a final rule adopting the regulatory capital reforms agreed upon by the Basel Committee (“Basel III”). The Basel III capital framework introduced a new minimum common equity tier 1 (“CET 1”) capital ratio of 4.5 percent and a CET 1 capital conservation buffer of 2.5 percent, raised the minimum tier 1 capital ratio from 4 percent to 6 percent, required all banking organizations to meet a minimum 4 percent leverage ratio, and introduced a standardized approach for calculating risk-weighted assets. In February 2014, the Federal Reserve formally adopted a number of previously-issued capital planning and stress testing requirements as “enhanced prudential standards.” For bank holding companies with total consolidated assets of $50 billion or more, such as Morgan Stanley, the enhanced prudential standards include periodic capital planning and stress testing procedures, including the requirement to submit to the Federal Reserve an annual capital plan that demonstrates the holding company’s ability to maintain minimum capital levels under both baseline and stressed conditions.

~~requirement~~The ~~had~~Units ~~applied~~are ~~only~~not tobeing ~~depository~~offered ~~institution~~by ~~subsidiaries of a FHC, such as~~ the Banks~~. In addition to extending this requirement to apply to FHCs~~, ~~the Dodd-Frank Act expanded the Federal Reserve’s supervisory~~ and ~~enforcement~~as ~~authority~~such: ~~over~~(1) are ~~nonbank~~not ~~subsidiaries of a bank holding company. Additionally, because it is a bank holding company with more than $50 billion in consolidated assets, Morgan Stanley is subject to enhanced~~ Federal ~~Reserve~~Deposit ~~supervision~~Insurance ~~and more stringent prudential standards. In July 2013, the Federal Reserve issued a final rule adopting the regulatory capital reforms agreed upon by the Basel Committee~~ Corporation (“~~Basel III~~FDIC”)~~. The~~ ~~Basel~~insured, ~~III capital framework introduced a new minimum common equity tier 1~~ (~~“CET 1”~~2) are ~~capital~~not ~~ratio~~deposits ofor ~~4.5~~other ~~percent~~obligations ~~and a CET 1 capital conservation buffer~~ of ~~2.5 percent, raised~~ the ~~minimum tier 1 capital ratio from 4 percent to 6 percent~~Banks, ~~required~~(3) are ~~all~~not ~~banking~~guaranteed ~~organizations~~by ~~to meet a minimum 4 percent leverage ratio, and introduced a standardized approach for calculating risk-weighted assets. In February 2014,~~ the Federal Reserve formally adopted a number of previously-issued capital planning and stress testing requirements as “enhanced prudential standards.” For bank holding companies with total consolidated assets of $50 billion or moreBanks, ~~such as Morgan Stanley, the enhanced prudential standards include periodic capital planning~~ and ~~stress~~(4) involve ~~testing~~investment ~~procedures~~risks, including ~~the~~possible ~~requirement~~loss toof ~~submit to the Federal Reserve an annual capital plan that demonstrates the holding company’s ability to maintain minimum capital levels under both baseline and stressed conditions~~principal. ~~Bank~~ ~~holding companies subject to the rule were required to comply by January 1, 2015.~~

~~The~~Effect ~~units~~on ~~are~~the ~~not~~Partnership ~~being~~of ~~offered~~the by“Volcker Rule.” In December 2013, the ~~Banks~~Federal Reserve, the Office of the Comptroller of the Currency, the FDIC, the SEC and asthe ~~such:~~Commodity Futures Trading Commission (1“CFTC”) ~~are~~each ~~not~~adopted ~~Federal~~a ~~Deposit~~final ~~Insurance~~rule ~~Corporation~~ (“~~FDIC~~Final Rule”) implementing ~~insured~~Section 619 of the Dodd-Frank Act (which section is commonly referred to as the Volcker Rule). The Final Rule became effective on April 1, 2014. Among other things, the Final Rule limits the ability of “banking entities” (2which term includes any insured depository institution, any company controlling an insured depository institution or any affiliate or subsidiary of either) to acquire or retain an equity or other ownership interest in, or “sponsor”, “covered funds.” The Final Rule, however, permits banking entities to organize and offer a covered fund if several conditions are satisfied, including the requirement that the banking entity does not ~~deposits~~acquire or retain an equity or other ownership ~~obligations~~interest ofin the ~~Banks~~covered fund except for a de minimis investment, ~~(3)~~after ~~are~~an ~~not~~initial ~~guaranteed~~seeding byperiod. Moreover, all banking entities engaging in proprietary trading or covered funds activities subject to the ~~Banks~~Final Rule must adopt a compliance program, including meeting certain documentation and ~~(4)~~reporting ~~involve~~requirements. ~~investment~~The ~~risks~~banking agencies make clear, ~~including~~however, ~~possible~~that ~~loss~~the terms, scope and detail of ~~principal~~the compliance program depend on the types, size, scope and complexity of the activities and business structure of the banking entity.

-Morgan 13Stanley is continuing to assess the impact of the Final Rule on itself and all of its subsidiaries and affiliates. The Final Rule will, among other things, limit or prohibit certain employees of Morgan Stanley and its subsidiaries and affiliates, including the General Partner, and their investment vehicles from investing in or co-investing with the Partnership. Structural changes, such as with respect to governance arrangements for the Partnership, could also be required. To the extent that the General Partner determines that any activities or investments of the Partnership are impermissible under the Final Rule, the General Partner was required to conform such activities and investments by July 21, 2015, subject to an extended conformance period (expected to end on July 21, 2017) for certain relationships and investments in place prior to 2014, at or before the end of which such legacy relationship and investments must be conformed, and the Partnership must be in full compliance with the Final Rule. It should be noted that each of the regulators has discretion to interpret the Final Rule with respect to the entities regulated by each such regulator, and there are numerous interpretive questions to be resolved in regulatory commentary, so there remains some uncertainty as to how various aspects of the Final Rule may be applied.

~~Effect~~8 on the Partnership of the “Volcker Rule.” In December 2013, the Board of Governors of the Federal Reserve, the Office of the Comptroller of the Currency, the FDIC, the SEC and the Commodity Futures Trading Commission (“CFTC”) each adopted a final rule (“Final Rule”) implementing Section 619 of the Dodd-Frank Act (which section is commonly referred to as the Volcker Rule). The Final Rule became effective on April 1, 2014. Among other things, the Final Rule limits the ability of “banking entities” (which term includes any insured depository institution, any company controlling an insured depository institution or any affiliate or subsidiary of either) to acquire or retain an equity or other ownership interest in, or “sponsor”, “covered funds,” which include certain types of collective investment vehicles, such as the Partnership. The Final Rule, however, permits banking entities to organize and offer a covered fund if several conditions are satisfied, including the requirement that the banking entity does not acquire an equity or other ownership interest in the covered fund except for a de minimis investment. Moreover, with certain limited exceptions, all banking entities engaging in proprietary trading or covered funds activities subject to the Final Rule must adopt a compliance program by July 21, 2015, including meeting certain documentation and reporting requirements. The Final Rule makes clear that the terms, scope and detail of the compliance program depend on the types, size, scope and complexity of the activities and business structure of the banking entity. Larger banking entities are subject to increased compliance program requirements.

MorganTable Stanley is continuing to assess the impact of the Final Rule on itself and all of its subsidiaries and affiliates. The Final Rule could, among other things, limit or prohibit certain employees of Morgan Stanley and its subsidiaries and affiliates, including the General Partner, andContents

-Redemptions 14from -the Partnership by individuals or entities that are related to, or affiliated with, Morgan Stanley, including the General Partner, and, without limitation, any investment vehicles advised by Morgan Stanley or its subsidiaries and affiliates, including the General Partner, or certain employees as a result of, or in connection with, the Final Rule could require the Partnership to liquidate positions sooner than would otherwise be desirable, which could adversely affect the performance of the Partnership.

~~their~~The ~~investment~~Final ~~vehicles~~Rule ~~from~~also ~~investing~~contains ina orgeneral ~~co-investing~~prohibition ~~with~~on ~~the~~“covered ~~Partnership. Structural~~transactions,” ~~changes~~as todefined ~~the~~in ~~Partnership~~Section ~~could~~23A ~~also~~of ~~be required. To~~ the Federal ~~extent~~Reserve ~~that~~Act, ~~the~~as ~~General~~amended ~~Partner~~(“FRA”), ~~determines~~and ~~that~~certain ~~any~~other ~~activities~~transactions orset ~~investments~~forth ofin ~~the~~Section ~~Partnership~~23B ~~are~~of ~~impermissible under~~ the ~~Final Rule~~FRA, ~~the~~between ~~General~~a ~~Partner~~banking isentity ~~required~~and toany ~~make~~covered ~~good~~fund ~~faith~~(or ~~efforts~~any toother ~~unwind~~covered ~~such~~fund ~~activities~~controlled ~~and investments,~~ by ~~certain~~such ~~deadlines. The deadline to conform investments in and relationships with~~ covered ~~funds~~fund) ~~that~~(i) ~~were~~for inwhich ~~place~~the banking ~~prior~~entity ~~to December 31~~serves, ~~2013~~directly isor ~~July 21~~indirectly, ~~2016,~~as ~~but~~ the ~~Federal~~investment ~~Reserve~~manager, ~~has~~investment ~~announced~~adviser, ~~its~~commodity ~~intention~~trading toadvisor ~~extend~~or ~~this deadline to July 21~~sponsor, ~~2017~~(ii) ~~later~~that ~~this~~was ~~year. The~~organized ~~deadline to conform any investments in~~ and ~~relationships~~offered ~~with~~by ~~covered~~the ~~funds~~banking ~~that~~entity, ~~were~~or ~~not~~(iii) in ~~place~~which ~~prior~~the tobanking ~~December~~entity ~~31,~~continues ~~2013~~to ishold ~~July~~an ownership 21interest, ~~2015. It~~pursuant ~~should~~to bea ~~noted~~particular ~~that~~Volcker ~~each~~Rule ofexemption. ~~the~~At ~~regulators~~or ~~has~~before ~~discretion to interpret~~ the ~~Final~~end ~~Rule~~of ~~with respect to~~ the ~~entities~~applicable ~~regulated~~conformance byperiod, ~~each~~ such ~~regulator,~~general ~~and~~prohibitions ~~there~~will ~~are~~restrict ~~numerous~~certain ~~interpretive~~transactions ~~questions~~and torelationships bebetween ~~resolved~~Morgan inStanley ~~regulatory~~affiliates ~~commentary~~and the Partnership, sowhich ~~there~~could ~~remains~~require ~~some~~restructuring ~~uncertainty as to how various aspects~~ of ~~the~~those ~~Final Rule may be applied~~relationships.

~~Redemptions~~Assets ~~from~~Held ~~the~~in ~~Partnership~~Accounts byat ~~individuals~~U.S. orBanks ~~entities~~May Not Be Fully Insured. The assets of the Partnership that are ~~related~~deposited ~~to,~~with Commodity Brokers or ~~affiliated~~their ~~with,~~affiliates ~~Morgan~~may ~~Stanley~~be placed in deposit accounts at U.S. banks. The FDIC insures deposits held at insured depository institutions for up to $250,000 (including ~~the~~principal ~~General~~and ~~Partner~~accrued interest) for each insurable capacity (e.g., ~~and~~individual accounts, ~~without~~joint ~~limitation~~accounts, ~~any~~corporate ~~investment~~accounts, ~~vehicles~~etc.), ~~advised~~though bydeposits ~~Morgan~~in ~~Stanley~~separate orbranches ~~its~~of ~~subsidiaries~~an ~~and~~insured ~~affiliates,~~institution ~~including~~are not separately insured. If the ~~General~~FDIC ~~Partner,~~were orto ~~certain~~become ~~employees~~receiver asof insured U.S. bank holding deposit accounts that were established by a ~~result~~Commodity ~~of,~~Broker or inone ~~connection~~of ~~with~~its affiliates, ~~the~~then ~~Final~~it ~~Rule~~is ~~could~~uncertain ~~require~~whether the ~~Partnership~~Commodity toBroker, ~~liquidate~~the ~~positions~~affiliate ~~sooner~~involved, ~~than~~the ~~would~~Partnership, ~~otherwise~~or the investor would be ~~desirable,~~able ~~which~~to ~~could~~reclaim ~~adversely~~cash ~~affect~~in the ~~performance~~deposit ofaccounts ~~the~~above ~~Partnership~~$250,000.

~~The~~9 ~~Final Rule also contains a general prohibition on “covered transactions,” as defined in Section 23A of the Federal Reserve Act, as amended (the “FRA”), and certain other transactions set~~

-Table 15of -Contents

~~forth~~Other inFederal ~~Section~~Agencies, ~~23B~~Including ofthe SEC and the ~~FRA~~CFTC, ~~between~~Regulate aCertain Activities ~~banking~~of ~~entity~~the Partnership and ~~any~~General ~~covered~~Partner. ~~fund~~Regulatory ~~(or~~changes ~~any~~ other ~~covered~~than ~~fund~~banking ~~controlled~~regulations could adversely affect the Partnership by ~~such~~restricting ~~covered~~its ~~fund)~~trading ~~(i)~~activities ~~for~~and/or increasing the costs or taxes to which the ~~banking~~investors ~~entity~~are subject. ~~serves~~The Dodd-Frank Act, ~~directly~~among orother ~~indirectly~~things, asgrants the ~~investment~~CFTC ~~manager,~~and ~~investment~~SEC ~~adviser,~~broad ~~commodity~~rulemaking ~~trading~~authority ~~advisor~~to orimplement ~~sponsor~~various provisions of the Dodd-Frank Act, ~~(ii)~~including ~~that~~comprehensive ~~was~~regulation ~~organized~~of the OTC derivatives market and ~~offered~~certain byforeign exchange transactions. The implementation of the ~~banking~~Dodd-Frank ~~entity,~~Act could adversely affect the Partnership by increasing transaction and/or ~~(iii)~~regulatory incompliance ~~which~~costs. In addition, greater regulatory scrutiny may increase the ~~banking~~Partnership’s ~~entity~~and ~~continues~~the toGeneral Partner’s ~~hold~~exposure anto ~~ownership~~potential ~~interest~~liabilities. ~~Such~~ ~~general~~Increased ~~prohibitions~~regulatory ~~will~~oversight ~~restrict~~can also impose administrative burdens on the ~~activities~~General ofPartner, including, without limitation, responding to investigations and implementing new policies and procedures. As a result, the ~~Partnership~~General Partner’s time, attention and resources may be diverted from portfolio management activities.

~~Assets~~Other ~~Held~~potentially inadverse ~~Accounts~~regulatory atinitiatives ~~U.S.~~could ~~Banks~~develop ~~May~~suddenly Not Be Fully Insured. The assets of the Partnership that are deposited with Commodity Brokers or their affiliates may be placed in deposit accounts at U.S. banks. The FDIC insures deposits held at insured depository institutions for up to $250,000 (including principal and ~~accrued~~without ~~interest) for each insurable capacity (e~~notice.~~g.,~~ individual accounts, joint accounts, corporate accounts, etc.), though deposits in separate branches of an insured institution are not separately insured. If the FDIC were to become receiver of an insured U.S. bank holding deposit accounts that were established by a Commodity Broker or one of its affiliates, then it is uncertain whether the Commodity Broker, the affiliate involved, the Partnership, or the investor would be able to reclaim cash in the deposit accounts above $250,000.

~~Other~~The ~~Federal~~General ~~Agencies~~Partner, ~~Including~~ the ~~SEC~~Partnership and ~~the~~its ~~CFTC,~~Service ~~Regulate~~Providers ~~Certain~~and ~~Activities~~their Respective Operations Are Potentially Vulnerable to Cyber-Security Attacks or Incidents. Like other business enterprises, the use of the ~~Partnership~~internet and other electronic media and technology exposes the General Partner, the Partnership and its service providers, and their respective operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber events”). ~~Regulatory~~ ~~changes~~Cyber events ~~other~~may ~~than~~include, ~~banking~~for ~~regulations~~example, ~~could~~unauthorized ~~adversely~~access ~~affect~~to ~~the~~systems, ~~Partnership~~networks byor ~~restricting~~devices, ~~its~~infection ~~trading~~from ~~activities~~computer ~~and/~~viruses or ~~increasing~~other ~~the~~malicious ~~costs~~software code, mishandling or ~~taxes~~misuse toof information and attacks which ~~the~~shut ~~investors~~down, ~~are~~disable, ~~subject~~slow or otherwise disrupt operations, business processes or website access or functionality. ~~The~~ ~~Dodd-Frank~~In ~~Act~~addition to intentional cyber events, ~~among~~unintentional ~~other~~cyber ~~things~~events can occur. Unintentional cyber events may include, ~~grants~~for example, the ~~CFTC~~inadvertent release of confidential information, the mishandling or misuse of information and/or ~~SEC~~technological ~~broad~~limitations ~~rulemaking~~or ~~authority~~hardware tofailures ~~implement~~(in ~~various~~the ~~provisions~~markets ofor otherwise) that constrain the ~~Dodd-Frank~~Partnership’s ability to gather, process and communicate information efficiently and securely, without interruption.

-Any 16cyber event could adversely affect the Partnership’s business, financial condition or results of operations and cause the Partnership to incur financial loss and expense, as well as face exposure to regulatory penalties or legal claims, reputational damage and additional costs associated with corrective measures. A cyber-security breach could also jeopardize a limited partner’s personal, confidential, proprietary or other information processed and stored in, and transmitted through, the General Partner’s or a service provider’s computer systems. A cyber event may cause the Partnership or its service providers to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate the Partnership’s net asset value, or allow investors to transact business) and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Partnership or its service providers.

~~Act, including comprehensive regulation of the OTC derivatives market and certain foreign exchange transactions.~~ The nature ~~implementation~~ of ~~the~~malicious ~~Dodd~~cyber-~~Frank~~attacks ~~Act~~is ~~could~~becoming ~~adversely~~increasingly ~~affect~~sophisticated ~~the Partnership by increasing transaction~~ and~~/or~~ ~~regulatory~~neither ~~compliance costs. In addition, greater regulatory scrutiny may increase~~ the ~~Partnership’s and the~~ General Partner’s ~~exposure~~nor tothe ~~potential~~Partnership ~~liabilities. Increased regulatory oversight~~ can ~~also~~control ~~impose administrative burdens on~~ the ~~General~~cyber ~~Partner,~~systems ~~including, without limitation, responding to investigations~~ and ~~implementing~~cyber-security ~~new~~systems ~~policies~~of ~~and procedures. As a result,~~ the ~~General~~advisor ~~Partner’s~~or ~~time,~~other ~~attention~~third-party ~~and~~service ~~resources may be diverted from portfolio management activities~~providers.

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

~~Risks~~In ~~Relating~~the event that the General Partner is required to liquidate ~~Futures~~Treasury ~~Interests~~bills ~~Trading~~before they mature, to meet redemption requests or otherwise, the Partnership may incur a loss on such Treasury bills and/or may be subject to additional fees or other costs. The General Partner will endeavor to maintain sufficient cash in the ~~Futures~~Partnership’s ~~Interests~~accounts ~~Markets~~in order to meet margin requirements and avoid early liquidation of Treasury bills.

~~Futures~~Although ~~Interests~~a ~~Trading~~money ismarket ~~Speculative~~mutual ~~and~~fund ~~Volatile. The~~currently ~~rapid~~seeks ~~fluctuations~~to inpreserve the ~~market~~value ~~prices~~of each of ~~futures,~~its ~~forwards~~shares at $1.00 per share, ~~and~~it ~~options~~is possible ~~make~~to anincur ~~investment~~losses when investing in ~~the~~a ~~Partnership~~money ~~volatile~~market mutual fund. ~~Volatility~~An investment in a money market mutual fund is ~~caused~~not insured or guaranteed by, ~~among~~any ~~other~~government ~~things,~~agency. ~~changes~~A inmoney ~~supply~~market ~~and~~mutual ~~demand~~fund ~~relationships;~~may ~~weather;~~experience ~~agricultural~~significant pressures from, ~~trade~~among other things, ~~fiscal~~shareholder redemptions, ~~monetary~~issuer credit downgrades and ~~exchange~~illiquid ~~control~~markets. ~~programs;~~There ~~domestic~~have ~~and~~been ~~foreign~~some ~~political~~money ~~and~~market ~~economic~~mutual ~~events~~funds ~~and~~that ~~policies;~~have ~~and~~“broken ~~changes~~the buck,” which means that, upon redemption, investors in ~~interest~~those ~~rates~~funds did not receive $1.00 Ifper ~~the~~share ~~Trading~~for ~~Advisor~~their ~~incorrectly~~investments ~~predicts~~in ~~the~~those ~~direction~~funds. ofRecent ~~prices~~rule inamendments ~~futures,~~adopted ~~forwards,~~by ~~and~~the ~~options,~~SEC ~~large~~will ~~losses~~require ~~may~~certain ~~occur.~~money ~~The~~market ~~Partnership’s~~mutual ~~performance~~funds ~~will~~to beimplement ~~volatile~~floating onnet aasset ~~monthly~~values ~~and~~in anthe ~~annual~~future ~~basis.~~that ~~The~~will ~~Partnership~~not ~~could~~preserve ~~lose~~the ~~all~~value ~~or substantially~~of ~~all~~each of its shares ~~assets~~at $1.00 ~~The~~per ~~single-advisor~~share. ~~feature~~The implementation of ~~the~~these ~~Partnership~~rule amendments may ~~increase~~impact the ~~return~~Partnership’s ~~volatility~~use ~~relative~~of tothese ~~the~~money ~~performance~~market ofmutual ~~multi-advisor~~funds ~~investment~~for ~~funds~~capital preservation purposes.

-Risks 17Relating -to Futures Interests Trading and the Futures Interests Markets

~~The Partnership’s~~ Futures Interests Trading is ~~Highly~~Speculative ~~Leveraged~~and ~~such that Small Changes in the Price of the Partnership’s Positions May Result in Substantial Losses~~Volatile. The ~~Trading~~rapid ~~Advisor~~fluctuations ~~uses substantial leverage~~ in ~~trading~~ the ~~Partnership’s~~market prices ~~assets.~~of ~~Trading~~ futures, forwards, and options ~~involves~~make ~~substantial~~an ~~leverage,~~investment ~~which could result~~ in ~~immediate~~the ~~and~~Partnership ~~substantial losses~~volatile. ~~Due~~Volatility tois ~~the~~caused ~~low~~by, ~~margin~~among ~~deposits~~other ~~normally~~things, ~~required~~changes in ~~trading~~supply ~~futures, forwards,~~ and ~~options~~demand ~~(typically~~relationships; ~~between 2%~~weather; ~~and~~agricultural, ~~15%~~trade, offiscal, ~~the~~monetary ~~value~~and ofexchange ~~the~~control programs; ~~contract~~domestic ~~purchased~~and orforeign ~~sold),~~political anand ~~extremely~~economic ~~high~~events ~~degree~~and ofpolicies; ~~leverage~~and ischanges ~~typical~~in ofinterest arates. ~~futures~~If ~~interests~~the ~~trading~~Trading ~~account.~~Advisor Asincorrectly apredicts ~~result,~~the adirection ~~relatively~~of ~~small~~prices ~~price movement~~ in futures, forwards, and options, ~~may~~large ~~result in immediate and substantial~~ losses tomay ~~the investor~~occur. ~~For~~The Partnership’s ~~example,~~performance ifwill ~~10%~~be ofvolatile ~~the~~on ~~face value of~~ a ~~contract~~monthly isand ~~deposited~~an asannual ~~margin~~basis. ~~for~~The ~~that~~Partnership ~~contract,~~could alose ~~10%~~all ~~decrease~~or substantially inall ~~the value~~ of ~~the~~its ~~contract~~assets. ~~would~~The ~~cause~~single-advisor afeature ~~total loss~~ of the ~~margin~~Partnership ~~deposit.~~may Aincrease ~~decrease of more than 10% in~~ the ~~value~~return ofvolatility ~~the~~relative ~~contract would cause a loss greater than~~ to the ~~amount~~performance of ~~the~~multi-advisor ~~margin~~investment ~~deposit~~funds.

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

-The 18leverage -employed by the Trading Advisor in its trading can vary substantially from month to month. This leverage, expressed as the underlying value of the Partnership’s positions compared to the average net assets of the Partnership, is anticipated to range from two times the Partnership’s net assets to ten times the Partnership’s net assets. Under certain conditions, however, the Partnership’s leverage could exceed (or be less than) such range. The amount of margin required to be deposited with respect to an individual futures contract is determined by the exchange upon which the contract is traded and the commodity broker at which the position is held and may be changed at any time.

~~Options~~10 Trading Can be More Volatile than Futures Trading, and Purchasing and Writing Options Could Result in Trading Losses. The Partnership may trade options on futures. Although successful options trading requires many of the same skills as successful futures trading, the risks are different. Successful options trading requires a trader to assess accurately near-term market volatility because that volatility is immediately reflected in the price of outstanding options. Correct assessment of market volatility can therefore be of much greater significance in trading options than it is in many long-term futures strategies where volatility does not have as great an effect on the price of a futures contract. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of a put option collects a premium and risks losing the difference between the strike price and the market price of the underlying commodity or futures contract (less the premium received) if the option buyer exercises its put option. The writer, or seller, of a call option has unlimited risk. A call option writer collects a premium and risks losing the difference between the price it would have to pay to obtain the underlying commodity or futures contract and the strike price (less the premium received) if the option buyer exercises its call option.

MarketTable Illiquidityof May Cause Less Favorable Trade Prices. Although the Trading Advisor generally will purchase and sell actively-traded contracts where last trade price information and quoted prices are readily available, the price at which a sale or purchase occurs may differ from the price expected because there may be a delay between receiving a quote and executing a trade, particularly in circumstances where a market has limited trading volume and prices are often quoted for relatively limited quantities. In addition, most U.S. futures exchanges have established “dailyContents

Options Trading Can be More Volatile than Futures Trading, and Purchasing and Writing Options Could Result in Trading Losses. The Partnership may trade options on futures. Although successful options trading requires many of the same skills as successful futures trading, the risks are different. Successful options trading requires a trader to assess accurately near-term 19market volatility because that volatility is immediately reflected in the price of outstanding options. Correct assessment of market volatility can therefore be of much greater significance in trading options than it is in many long-term futures strategies where volatility does not have as great an effect on the price of a futures contract. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of a put option collects a premium and risks losing the difference between the strike price and the market price of the underlying commodity or futures contract (less the premium received) if the option buyer exercises its put option. The writer, or seller, of a call option has unlimited risk. A call option writer collects a premium and risks losing the difference between the price it would have to pay to obtain the underlying commodity or futures contract and the strike price (less the premium received) if the option buyer exercises its call option.

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

Factors that can contribute to market illiquidity for exchange-traded contracts include:

·• exchange-imposed price fluctuation limits;

·• limits on the number of contracts speculative traders may hold in most commodity markets; and

·• market disruptions.

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

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

-11 ~~20 –~~

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

Trading on Foreign Exchanges Presents Greater Risks to the Partnership than Trading on U.S. Exchanges. The Partnership trades on exchanges located outside the United States. Trading on U.S. exchanges is subject to CFTC regulation and oversight, including, for example, minimum capital requirements for commodity brokers, segregation of customer funds, regulation of trading practices on the exchanges, prohibitions against trading ahead of customer orders, prohibitions against filling orders off exchanges, prescribed risk disclosure statements, testing and licensing of industry sales personnel and other industry professionals, and recordkeeping requirements, and other requirements and restrictions for the purpose of preventing price manipulation and other disruptions to market integrity, avoiding systemic risk, preventing fraud and promoting innovation, competition and financial integrity of transactions. Trading on foreign exchanges ~~involves~~is ~~some~~not ~~risks~~regulated by the CFTC or any other U.S. governmental agency or instrumentality and may be subject to regulations that are different from those to which U.S. exchange trading is subject, provide less protection to investors than trading on U.S. exchanges, ~~does~~and ~~not,~~may ~~such~~be ~~as:~~less vigorously enforced than regulations in the U.S.

~~Lack~~Trading ofon ~~Investor~~foreign ~~Protection~~exchanges ~~Regulation~~involves some risks that trading on U.S. exchanges does not, such as:

~~The~~Lack ~~rights~~ of ~~the~~Investor ~~Partnership~~Protection inRegulation the event of the insolvency or bankruptcy of a non-U.S. market, broker or bank are likely to differ from rights that the Partnership would have in the United States and these rights may be more limited than in the case of failures of U.S. markets, brokers or banks.

-The 21rights of the Partnership in the event of the insolvency or bankruptcy of a non-U.S. market, broker or bank are likely to differ from rights that the Partnership would have in the United States and these rights may be more limited than in the case of failures of U.S. markets, brokers or banks.

Possible Governmental Intervention

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

Relatively New Markets

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

Exchange-Rate Exposure

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

-12 ~~22 -~~

RisksTable Associatedof with AffiliatesContents

~~The~~Risks ~~Partnership’s~~Associated clearing broker may use an affiliate to carry and clear transactions on foreign exchanges. While the use of affiliates can provide certain benefits, it can also pose certain risks. In particular, if a clearing broker or an affiliated foreign broker were to fail, it is likely that all of its affiliated companies would fail or be placed in administration within a relatively brief period of time. Each of these companies would be liquidated in accordance with ~~the~~Affiliates bankruptcy laws of the local jurisdiction. Moreover, return of the Partnership’s assets held at affiliated foreign brokers would be delayed, perhaps for a significant period of time, and would be subject to additional administrative costs. If, on the other hand, a clearing broker had cleared its customers’ foreign futures and foreign options transactions through unaffiliated foreign brokers, such broker likely would not have failed and the clearing broker’s bankruptcy trustee could have directed the foreign broker to liquidate all of the Partnership’s positions and return the balance to the trustee for distribution to the Partnership.

The ~~percentage~~Partnership’s clearing broker may use an affiliate to carry and clear transactions on foreign exchanges. While the use of affiliates can provide certain benefits, it can also pose certain risks. In particular, if a clearing broker or an affiliated foreign broker were to fail, it is likely that all of its affiliated companies would fail or be placed in administration within a relatively brief period of time. Each of these companies would be liquidated in accordance with the bankruptcy laws of the local jurisdiction. Moreover, return of the Partnership’s ~~positions~~assets ~~which~~held ~~are~~at ~~traded~~affiliated foreign brokers would be delayed, perhaps for a significant period of time, and would be subject to additional administrative costs. If, on the other hand, a clearing broker had cleared its customers’ foreign ~~exchanges~~futures ~~can~~and ~~vary~~foreign ~~significantly~~option ~~from~~transactions through ~~month~~unaffiliated foreign brokers, such broker likely would not have failed and the clearing broker’s bankruptcy trustee could have directed the foreign broker to ~~month~~liquidate all of the Partnership’s positions and return the balance to the trustee for distribution to the Partnership.

The ~~Unregulated~~percentage ~~Nature~~ of ~~Uncleared Trades in~~ the ~~OTC~~Partnership’s ~~Markets~~positions ~~Creates~~which ~~Counterparty~~are ~~Risks~~traded ~~that~~on foreign Doexchanges ~~Not~~can ~~Exist~~vary insignificantly ~~Futures~~from ~~Trading~~month onto ~~Exchanges or in Cleared Swaps~~month. Unlike futures contracts and cleared swaps, uncleared trades, such as forward contracts, some swaps and some OTC “spot” contracts are entered into between private parties off an exchange or other trading

-The 23Unregulated Nature of Uncleared Trades in the OTC Markets Creates Counterparty Risks that Do Not Exist in Futures Trading on Exchanges or in Cleared Swaps. Unlike futures contracts and cleared swaps, uncleared trades, such as forward contracts, some swaps and some OTC “spot” contracts are entered into between private parties off an exchange or other trading platform and are not subject to clearing. As a result, the performance of those contracts is not guaranteed by an exchange or its clearinghouse, and the Partnership is at risk with respect to the ability of the counterparty to perform on the contract, including the creditworthiness of the counterparty. Trading of foreign exchange spot contracts or foreign exchange forwards and foreign exchange swaps (as such terms are defined in the Dodd-Frank Act), and of uncleared swaps is not regulated or is subject to limited regulation; therefore, there are limited or no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets. The Partnership trades such contracts with MS&Co. and is at risk with respect to the creditworthiness and trading practices of MS&Co. as the counterparty to the contracts.

~~platform~~Forward Foreign Currency and ~~are~~Spot ~~not~~Contracts ~~subject~~Historically Were Not Regulated When Traded Between Certain “Eligible Contract Participants” and Are Subject to ~~clearing~~Credit Risk. AsThe aPartnership ~~result~~may trade forward contracts in foreign currencies and may engage in spot commodity transactions (transactions in physical commodities). These contracts, unlike futures contracts and options on futures, historically were not regulated by the ~~performance~~CFTC when traded between certain “eligible contract participants,” as defined in the Commodity Exchange Act. On July 21, 2010, the President signed into law major financial services reform legislation in the form of the Dodd-Frank Act. The Dodd-Frank Act includes foreign currency forwards and foreign currency swaps (as such terms are defined in the Dodd-Frank Act) in the definition of “swap.” The CFTC has been granted authority to regulate all swaps, but grants the U.S. Treasury Department the discretion to exempt foreign currency forwards and foreign currency swaps from all aspects of the Dodd-Frank Act other than reporting, recordkeeping and business conduct rules for swap dealers and major swap participants. In November 2012, Treasury determined that those ~~contracts~~transactions iscan be carved out of the swap category, and they are subject only to the noted categories of the Dodd-Frank Act requirements. Therefore, the Partnership will not receive the full benefit of CFTC regulation for certain of their foreign currency trading activities.

~~guaranteed~~13 by an exchange or its clearinghouse, and the Partnership is at risk with respect to the ability of the counterparty to perform on the contract, including the creditworthiness of the counterparty. Trading of foreign exchange spot contracts or foreign exchange forwards and foreign exchange swaps (as such terms are defined in the Dodd-Frank Act), and of uncleared swaps is not regulated or is subject to limited regulation; therefore, there are limited or no specific standards or regulatory supervision of trade pricing and other trading activities that occur in those markets. The Partnership trades such contracts with MS&Co. and MSCG and is at risk with respect to the creditworthiness and trading practices of each of MS&Co. and MSCG as the counterparty to the contracts.

ForwardTable Foreign Currency and Spot Contracts Historically Were Not Regulated When Traded Between Certain “Eligible Contract Participants” and Are Subject to Credit Risk. The Partnership may trade forward contracts in foreign currencies and may engage in spot commodity transactions (transactions in physical commodities). These contracts, unlike futures contracts and options on futures, historically were not regulated by the CFTC when traded between certain “eligible contract participants,” as defined in the Commodity Exchange Act. On July 21, 2010, the President signed into law major financial services reform legislation in the form of the Dodd-Frank Act. The Dodd-Frank Act includes foreign currency forwards and foreign currency swaps (as such terms are defined in the Dodd-Frank Act) in the definition of “swap.” The CFTC has been granted authority to regulate all swaps, but grants the U.S. Treasury Department the discretion to exempt foreign currency forwards and foreign currency swaps from all aspects of the Dodd-Frank Act other than reporting, recordkeeping and business conduct rules for swap dealersContents

-The 24percentage -of the Partnership’s positions that are expected to constitute foreign currency forwards and foreign currency swaps can vary substantially from month to month.

Trading Swaps Creates Distinctive Risks. The Trading Advisor may trade in certain swaps. Unlike futures and ~~major~~options on futures contracts, most swap ~~participants~~contracts currently are not traded on or cleared by an exchange or clearinghouse. The CFTC currently requires only a limited class of swap contracts (certain interest rate and credit default swaps) to be cleared and executed on an exchange or other organized trading platform. In ~~November~~accordance ~~2012~~with the Dodd-Frank Act, ~~Treasury~~the ~~determined~~CFTC ~~that~~will ~~those~~in the future determine which other classes of swap contracts will be required to be cleared and executed on an exchange or other organized trading platform. Until such time as these transactions ~~can~~are cleared, the Partnership will be ~~carved~~subject ~~out~~to a greater risk of counterparty default on its swaps. Because swaps do not generally involve the ~~swap~~delivery ~~category~~of underlying assets or principal, the amount payable upon default and ~~they~~early ~~are~~termination ~~subject~~is ~~only~~usually calculated by reference to the ~~noted~~current ~~categories~~market value of the ~~Dodd-Frank~~contract. ~~Act~~Swap ~~requirements. Therefore,~~dealers and major swap participants require the Partnership ~~will~~to ~~not~~deposit ~~receive~~initial margin and variation margin as collateral to support the ~~full~~Partnership’s obligation under the swap agreement but may not themselves provide collateral for the benefit of ~~CFTC~~the ~~regulation~~Partnership. If the counterparty to such a swap defaults, the Partnership would be a general unsecured creditor for ~~certain~~any termination amounts owed by the counterparty to the Partnership as well as for any collateral deposits in excess of ~~their~~the ~~foreign~~amounts ~~currency~~owed ~~trading~~by ~~activities~~the Partnership to the counterparty, which would likely result in losses to the Partnership.

~~The~~There ~~percentage~~are ofno limitations on daily price movements in swaps. Speculative position limits are not currently applicable to swaps, but in the ~~Partnership’s~~future ~~positions~~may ~~that~~be applicable for swaps on certain commodities. In addition, participants in the swap markets are ~~expected~~not required to ~~constitute~~make ~~foreign~~continuous ~~currency~~markets ~~forwards~~in the swaps they trade, and ~~foreign~~determining ~~currency~~a ~~swaps~~market ~~can~~value ~~vary~~for calculation ~~substantially~~of ~~from~~termination ~~month~~amounts can lead to ~~month~~uncertain results.

Trading ~~Swaps~~of ~~Creates~~swaps ~~Distinctive~~has ~~Risks. The~~been ~~Trading~~and ~~Advisor~~will ~~may~~continue ~~trade~~to inbe subject ~~certain~~to ~~swaps. Unlike~~substantial ~~futures~~change under the Dodd-Frank Act and ~~options~~related onregulatory ~~futures~~action. ~~contracts~~Under the Dodd-Frank Act, ~~most~~many ~~swap~~commodity ~~contracts~~swaps ~~currently~~may ~~are~~be ~~not~~required ~~traded~~to be cleared through central clearing parties and executed on exchanges or ~~cleared~~other byorganized antrading platforms. ~~exchange~~Security-based orswaps ~~clearinghouse~~will be subject to similar requirements. The CFTC ~~currently~~and ~~requires~~the ~~only~~prudential aregulators ~~limited~~that ~~class~~oversee of swap ~~contracts~~dealers ~~(certain~~finalized ~~interest~~rules ~~rate~~regarding ~~and~~margin ~~credit~~for ~~default~~uncleared swaps) towhich bewill ~~cleared~~impose ~~and~~certain ~~executed~~requirements onbeginning anSeptember 1, ~~exchange~~2016 orthat ~~other~~may ~~organized~~adversely ~~trading~~impact ~~platform. In~~the ~~accordance~~manner ~~with~~in ~~the~~which ~~Dodd-Frank~~such ~~Act,~~swaps ~~the~~are ~~CFTC~~traded ~~will~~and/or insettled or increase the ~~future~~costs ~~determine~~of ~~which~~such ~~other~~trades. ~~classes~~These ofrules ~~swap~~require, ~~contracts~~among ~~will~~other bethings, ~~required~~daily totwo-way bemargin ~~cleared~~(posting and ~~executed~~collecting) onfor anall ~~exchange~~trades orbetween ~~other~~covered swap ~~organized~~entities ~~trading~~(“CSEs”) ~~platform. Until~~and ~~such~~swap ~~time~~dealers as(“SDs”) ~~these~~and ~~transactions~~major ~~are~~swap ~~cleared~~participants (“MSPs”), ~~the~~and ~~Partnership~~daily ~~will~~two-way bemargin ~~subject~~for toall atrades ~~greater~~between ~~risk~~CSEs ofand ~~counterparty~~financial ~~default~~end onusers ~~its~~that ~~swaps. Because~~have ~~swaps~~over do$8 ~~not~~billion ~~generally~~in ~~involve~~gross ~~the~~notional ~~delivery~~exposure ofin uncleared ~~underlying~~swaps. ~~assets~~The orrules ~~principal,~~also ~~the~~require ~~amount~~daily ~~payable~~cash ~~upon~~payments ~~default~~for ~~and~~all ~~early~~trades ~~termination~~between isCSEs ~~usually~~and ~~calculated~~SD/MSPs byand ~~reference~~daily toposting ~~the~~for ~~current~~all ~~market~~trades ~~value~~between ofSD/MSPs ~~the~~and ~~contract~~financial end users. ~~Swap~~ ~~dealers~~Additional ~~and~~regulatory ~~major~~requirements ~~swap~~will ~~participants~~apply ~~require~~to ~~the~~all ~~Partnership~~swaps, whether subject to ~~deposit~~mandatory ~~initial~~clearing ~~margin~~or not. These include collateral and ~~variation~~capital ~~margin~~requirements, asreporting ~~collateral~~obligations, tospeculative ~~support~~position ~~the~~limits ~~Partnership’s~~for ~~obligation~~certain ~~under~~swaps, ~~the~~and ~~swap~~other ~~agreement~~regulatory ~~but~~requirements. ~~may~~Swaps ~~not~~which ~~themselves~~are ~~provide~~not ~~collateral~~offered for ~~the~~clearing ~~benefit~~by ofa ~~the~~clearing ~~Partnership~~house will continue to be traded bi-laterally. If ~~the~~Such ~~counterparty~~bi-lateral totransactions ~~such~~will aremain ~~swap~~subject ~~defaults,~~to many of the ~~Partnership~~risks ~~would~~discussed bein athe ~~general~~preceding paragraphs.

Non-U.S. 25depositories -are not subject to U.S. regulation. The Partnership’s assets held in these depositories are subject to the risk that events could occur which would hinder or prevent the availability of these funds for distribution to customers including the Partnership. Such events may include actions by the government of the jurisdiction in which the depository is located including expropriation, taxation, moratoria and political or diplomatic events.

~~unsecured~~14 creditor for any termination amounts owed by the counterparty to the Partnership as well as for any collateral deposits in excess of the amounts owed by the Partnership to the counterparty, which would likely result in losses to the Partnership.

ThereTable are no limitations on daily price movements in swaps. Speculative position limits are not currently applicable to swaps, but in the future may be applicable for swaps on certain commodities. In addition, participants in the swap markets are not required to make continuous markets in the swaps they trade, and determining a market value for calculation of termination amounts can lead to uncertain results.Contents

~~Trading~~Implementation of ~~swaps~~Legislation ~~has~~is ~~been~~Not ~~and~~Complete. ~~will~~Rules ~~continue~~implementing ~~to be subject to substantial change under~~ the Dodd-Frank Act and related regulatory action. Under the Dodd-Frank Act, many commodity swaps may be required to be cleared through central clearing parties and executed on exchanges or other organized trading platforms. Security-based swaps will be subject to similar ~~requirements. Additional~~legislation ~~regulatory~~in requirements will apply to all swaps, whether subject to mandatory clearing or not. These include margin, collateral and capital requirements, reporting obligations, speculative position limits for certain swaps, and other ~~regulatory~~countries ~~requirements. Swaps which~~ are not ~~offered~~yet ~~for~~complete. ~~clearing~~The byimpact aof ~~clearing~~future ~~house~~rules ~~will~~on ~~continue to be traded bi-laterally. Such bi-lateral~~ transactions ~~will remain subject to many~~ of the ~~risks~~type ~~discussed~~undertaken inby the ~~preceding~~Partnership ~~paragraphs~~is not certain.

~~Implementation~~Changes in Regulation of ~~Legislation~~Swaps isCould ~~Not~~Lead ~~Complete~~to Increased Costs. ~~Rules~~ ~~implementing~~As the Dodd-Frank Act and ~~similar~~related rules, as well as analogous legislation and regulations in other countries, are ~~not~~implemented ~~yet~~and ~~complete. The~~market ~~impact~~infrastructure ofadapts ~~future~~to ~~rules~~the onchanges, ~~transactions~~the cost of ~~the~~engaging ~~type~~in ~~undertaken~~trading byof swaps and other products could increase, reducing the ~~Partnership~~profits isfrom ~~not~~those ~~certain~~trades.

-Central 26Clearing -Parties Could Fail. Central clearing parties are highly capitalized. Cleared transactions are supported by initial and variation margin. As a result, failure of a central clearing party is highly unlikely. If a central clearing party were to fail, however, the impact on the financial system in general and on the Partnership’s positions in particular is uncertain and could affect a large portion of the market.

~~Changes~~Deregistration inof ~~Regulation~~the ofCommodity ~~Swaps~~Pool Operator or Commodity Trading Advisor Could ~~Lead~~Disrupt toOperations. ~~Increased~~The ~~Costs~~General Partner is a registered commodity pool operator and the Trading Advisor is a registered commodity trading advisor. As If the ~~Dodd-Frank~~CFTC ~~Act~~were ~~and~~to ~~related~~terminate, ~~rules~~suspend, asrevoke ~~well~~or not renew the registration of the General Partner, the General Partner would withdraw as ~~analogous~~general ~~legislation~~partner ~~and~~of ~~regulations~~the inPartnership. ~~other~~The ~~countries,~~limited ~~are~~partners ~~implemented~~would ~~and~~then ~~market~~determine ~~infrastructure~~whether ~~adapts~~to select a replacement general partner or to dissolve the ~~changes~~Partnership. If the CFTC were to terminate, suspend, revoke or not renew the ~~cost~~registration of ~~engaging~~the inTrading ~~trading~~Advisor, ofthe ~~swaps~~General ~~and~~Partner ~~other~~would ~~products~~terminate the Trading Advisor’s advisory agreement with the Partnership. The General Partner could ~~increase,~~reallocate ~~reducing~~the Partnership’s assets managed by the ~~profits~~Trading ~~from~~Advisor ~~those~~to ~~trades~~new trading advisor(s) or terminate the Partnership. No action is currently pending or threatened against the General Partner or the Trading Advisor.

~~Central~~The ~~Clearing~~Partnership is ~~Parties~~Subject ~~Could~~to ~~Fail~~Speculative Position Limits. ~~Central~~ U.S. ~~clearing~~futures ~~parties~~exchanges ~~are~~have established speculative ~~highly~~position ~~capitalized. Cleared~~limits ~~transactions~~(referred ~~are~~to ~~supported~~as by“position ~~initial~~limits”) on the maximum net long or net short position, which any person or group of persons may hold or control in particular futures and ~~variation~~options on ~~margin~~futures. As Most exchanges also limit the amount of fluctuation in commodity futures contract prices on a ~~result~~single trading day. Therefore, ~~failure~~the Trading Advisor may have to modify its trading instructions or reduce the size of aits ~~central~~position ~~clearing~~in one ~~party~~or ismore ~~highly~~futures ~~unlikely~~or option contracts in order to avoid exceeding such position limits, which could adversely affect the profitability of the Partnership. If aThe ~~central~~futures ~~clearing~~exchange ~~party~~may ~~were~~amend toor ~~fail~~adjust these position limits or the interpretation of how such limits are applied, ~~however~~adversely affecting the profitability of the Partnership. In addition, in October 2011, the ~~impact~~CFTC adopted rules governing position limits on futures (and options on futures) on a number of agricultural, energy and metals commodities, as well as on swaps that perform a significant price discovery function with respect to those futures and options. In September 2012, the ~~financial~~CFTC’s ~~system~~rules were vacated by the United States District Court for the District of Columbia and remanded to the CFTC for further consideration. The CFTC proposed revised position limits rules late in ~~general~~2013. The comment period for the rules closed in February 2014, and the CFTC subsequently reopened comment periods for comments about certain issues related to futures and option contracts on agricultural commodities only. Those comment periods have also closed, and the ~~Partnership~~date for the CFTC’s ~~positions~~final inrules ~~particular~~is unknown. It is ~~uncertain~~possible ~~but~~that ~~could~~these rules bemay ~~significant~~take ~~and~~effect in some form. If so, these rules could ~~affect~~have aan ~~large~~adverse ~~portion~~effect ofon the ~~market~~Partnership’s trading.

~~Deregistration~~15 of the Commodity Pool Operator or Commodity Trading Advisor Could Disrupt Operations. The General Partner is a registered commodity pool operator and the Trading Advisor is a registered commodity trading advisor. If the CFTC were to terminate, suspend, revoke or not renew the registration of the General Partner, the General Partner would withdraw as general partner of the Partnership. The limited partners would then determine whether to select a replacement general partner or to dissolve the Partnership. If the CFTC were to terminate, suspend, revoke or not renew the registration of the Trading Advisor, the General Partner would terminate the Trading Advisor’s advisory agreement with the Partnership. The General Partner could reallocate the Partnership’s assets managed by the Trading Advisor to new trading advisor(s) or terminate the Partnership. No action is currently pending or threatened against the General Partner or the Trading Advisor.

-Table 27of -Contents

The ~~Partnershipis~~Partnership has ~~Subject~~Credit Risk to ~~Speculative~~the ~~Position~~Commodity ~~Limits~~Brokers. ~~U.S.~~The Partnership ~~futures~~has ~~exchanges~~credit ~~have~~risk ~~established speculative~~because ~~position~~the ~~limits~~Commodity ~~(referred~~Brokers toact as ~~“position~~the ~~limits”) on~~futures ~~the~~commission ~~maximum net~~merchants ~~long~~for futures transactions or ~~net~~the ~~short position~~counterparties of OTC transactions, ~~which~~ ~~any~~with ~~person~~respect orto ~~group~~most of ~~persons~~the ~~may~~Partnership’s ~~hold~~assets. orAs ~~control~~such, in ~~particular~~the ~~futures~~event ~~and~~that the ~~options~~Commodity onBrokers ~~futures. Most~~are ~~exchanges~~unable ~~also~~to ~~limit~~perform, the ~~amount~~Partnership’s ofassets ~~fluctuation~~are at risk and, in ~~commodity~~such event, the Partnership may only recover a portion of its investment or nothing at all. Exchange-traded futures ~~contract~~and ~~prices~~futures-styled option contracts are marked to market on a ~~single~~daily ~~trading~~basis, ~~day~~with variations in value credited or charged to the Partnership’s account on a daily basis. ~~Therefore~~ The Commodity Brokers, as futures commission merchants for the ~~Trading~~Partnership’s ~~Advisor~~exchange-traded contracts, ~~may~~are ~~have~~required, pursuant to ~~modify~~CFTC ~~its~~regulations, ~~trading~~to ~~instructions~~segregate orfrom ~~reduce~~their own assets, and for the ~~size~~sole benefit of ~~its~~their ~~position~~commodity incustomers, ~~one~~all orfunds ~~more~~held by them with respect to exchange-traded futures orand ~~options~~futures-styled option contracts, including inan ~~order~~amount equal to ~~avoid~~the ~~exceeding~~net ~~such~~unrealized ~~position~~gain ~~limits,~~on ~~which could~~all ~~adversely~~open ~~affect~~futures ~~the profitability~~and offutures-styled ~~the~~option ~~Partnership~~contracts. ~~The~~ ~~futures~~Similar ~~exchange~~requirements ~~may~~apply ~~amend~~with orrespect ~~adjust~~to ~~these~~funds ~~position~~held ~~limits~~in orconnection with cleared swap contracts. In the ~~interpretation~~event of ~~how~~a ~~such~~shortfall ~~limits~~in ~~are~~segregated customer ~~applied,~~funds ~~adversely~~held ~~affecting~~by the ~~profitability~~futures ofcommission merchant, the Partnership~~. In~~’s ~~addition,~~assets inon ~~October 2011,~~account with the ~~CFTC~~futures ~~adopted~~commission ~~rules~~merchant ~~governing position~~may ~~limits~~be onat ~~futures~~risk ~~(and~~in ~~options~~the onevent of the futures) oncommission amerchant’s ~~number~~bankruptcy ofor ~~agricultural~~insolvency, ~~energy~~ and ~~metals~~in ~~commodities~~such event, the asPartnership ~~well~~may asonly onrecover ~~swaps~~a ~~that~~portion ~~perform~~of athe ~~significant~~available ~~price~~customer ~~discovery~~funds. ~~function~~If ~~with~~no ~~respect~~property tois ~~those~~available ~~futures~~for ~~and~~distribution, ~~options~~the Partnership would not recover any of its assets. In ~~September~~With ~~2012,~~respect to the ~~CFTC~~Partnership’s ~~rules~~OTC ~~were~~foreign ~~vacated~~exchange bycontracts ~~the~~and uncleared ~~United~~swaps ~~States~~with ~~District~~MS&Co. ~~Court~~prior ~~for~~to the ~~District~~implementation of ~~Columbia~~the ~~and~~Dodd-Frank ~~remanded~~Act’s provisions, there was no requirement to ~~the~~segregate ~~CFTC~~funds ~~for~~held ~~further~~with ~~consideration~~respect to such contracts. The CFTC ~~proposed~~and ~~revised~~the ~~position~~prudential ~~limits~~regulators ~~rules~~that ~~late~~oversee inswap ~~2013. The~~dealers finalized ~~comment~~rules ~~period~~regarding margin for ~~the~~uncleared ~~rules~~swaps ~~closed~~which inwill ~~February~~impose ~~2014~~certain requirements beginning September 1, 2016 that may adversely impact the manner in which such swaps are traded and/or settled or increase the ~~CFTC~~costs ~~subsequently~~of ~~reopened~~such ~~comment~~trades. ~~periods~~These rules require, among other things, daily two-way margin (posting and collecting) for ~~comments~~all ~~about~~trades ~~certain~~between ~~issues~~CSEs ~~related~~and toSDs ~~futures~~and MSPs and ~~options~~daily ~~contracts~~two-way onmargin ~~agricultural~~for ~~commodities~~all ~~only. Those~~trades ~~comment~~between ~~periods~~CSEs and financial end users that have over $8 billion in gross notional exposure in uncleared swaps. The rules also ~~closed,~~require ~~and~~daily ~~the~~cash ~~date~~payments for ~~the~~all ~~CFTC’s~~trades ~~final~~between ~~rules~~CSEs isand ~~unknown. It~~SD/MSPs isand ~~possible~~daily ~~that~~posting ~~these~~for ~~rules~~all ~~may~~trades ~~take~~between ~~effect~~SD/MSPs inand ~~some~~financial ~~form~~end users. If ~~so,~~There ~~these~~may ~~rules~~also ~~could~~be ~~have~~costs anand ~~adverse~~delays ~~effect~~involved onin negotiating the custodial ~~Partnership’s~~arrangement ~~trading~~and related contractual terms.

-Risks 28Relating -to the Trading Advisor

~~The~~Since ~~Partnershiphas Credit Risk to~~ the ~~Commodity~~future ~~Brokers. The~~performance ~~Partnership has credit risk because the Commodity Brokers act as the futures commission merchants for futures transactions or the counterparties~~ of ~~OTC transactions, with respect to most of~~ the ~~Partnership’s~~Trading ~~assets.~~Advisor Asis ~~such~~unpredictable, in the ~~event~~Trading ~~that the Commodity Brokers are unable to perform, the Partnership~~Advisor’s ~~assets~~past ~~are~~performance at risk and, in such event, the Partnership may only recover a portion of its investment or nothing at all. Exchange-traded futures and futures-styled option contracts are marked to market on a daily basis, with variations in value credited or charged to the Partnership’s account on a daily basis. The Commodity Brokers, as futures commission merchants for the Partnership’s exchange-traded contracts, are required, pursuant to CFTC regulations, to segregate from their own assets, and for the sole benefit of their commodity customers, all funds held by them with respect to exchange-traded futures and futures-styled options contracts, including an amount equal to the net unrealized gain on all open futures and futures-styled options contracts. Similar requirements apply with respect to funds held in connection with cleared swap contracts. In the event of a shortfall in segregated customer funds held by the futures commission merchant, the Partnership’s assets on account with the futures commission merchant may be at risk in the event of the futures commission merchant’s bankruptcy or insolvency, and in such event, the Partnership may only recover a portion of the available customer funds. If no property is ~~available for distribution, the Partnership would~~ not necessarily ~~recover~~indicative ~~any~~ of ~~its~~future ~~assets~~results. ~~With~~ respect to the Partnership’s OTC foreign exchange contracts and uncleared swaps with MS&Co. and MSCG prior to the implementation of the Dodd-Frank Act’s provisions, there was no requirement to segregate funds held with respect to such contracts. There is still no requirement to segregate funds held as variation margin posted by a party engaging in uncleared swaps with a swap dealer or major swap participant; however, a party

-Reliance 29on -the Trading Advisor to Trade Successfully. The Trading Advisor is responsible for making all futures, forwards, and options trading decisions on behalf of the Partnership. The General Partner has no control over the specific trades the Trading Advisor may make, leverage used, risks and/or concentrations assumed or whether the Trading Advisor will act in accordance with the disclosure documents or descriptive materials furnished by them to the General Partner. The General Partner can provide no assurance that the trading program employed by the Trading Advisor will be successful. The Trading Advisor, in turn, is dependent upon the services of a limited number of persons to develop and refine their trading approaches and strategies and execute the trading transactions. The loss of the services of any of the Trading Advisor’s principals or key employees, or the failure of those principals or key employees to function effectively as a team, may have an adverse effect on the Trading Advisor’s ability to manage its trading activities successfully, or may cause the Trading Advisor to cease operations entirely. This, in turn, could negatively affect the Partnership’s performance.

~~engaging~~16 in uncleared swaps with a swap dealer or major swap participant can ask that the initial margin posted by such party be held with an independent third party custodian. Generally, the party requesting segregation will pay the costs of such custodial arrangement. There may also be costs and delays involved in negotiating the custodial arrangement and related contractual terms.

RisksTable Relatingof to the Trading AdvisorContents

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

~~Reliance~~Increasing onthe Assets Managed by the Trading Advisor toMay ~~Trade~~Adversely ~~Successfully~~Affect Performance. The ~~Trading~~rates ~~Advisor~~of isreturn ~~responsible~~achieved ~~for~~by ~~making~~commodity ~~all~~trading ~~futures,~~advisors ~~forwards,~~often ~~and~~diminish ~~options~~as ~~trading~~the ~~decisions~~assets onunder ~~behalf~~their ofmanagement ~~the Partnership~~increase. ~~The~~This ~~General~~can ~~Partner~~occur ~~has~~for nomany ~~control~~reasons, ~~over~~including the inability ~~specific~~of ~~trades~~ the ~~Trading~~trading ~~Advisor~~advisor ~~may~~to ~~make,~~execute ~~leverage used,~~larger ~~risks~~position ~~and/or~~sizes ~~concentrations~~at ~~assumed~~desired orprices ~~whether~~and ~~the~~because ~~Trading~~of ~~Advisor will act in accordance with~~ the ~~disclosure~~need ~~documents or descriptive materials furnished by them~~ to adjust the ~~General~~trading ~~Partner.~~advisor’s ~~The General Partner can provide no assurance that the~~ trading program ~~employed~~to byavoid ~~the~~exceeding ~~Trading~~speculative ~~Advisor~~position ~~will be successful~~limits. ~~The~~These ~~Trading~~are ~~Advisor,~~limits inestablished ~~turn,~~by isthe ~~dependent~~CFTC and ~~upon~~ the ~~services~~exchanges ofon athe ~~limited~~ number of ~~persons~~speculative tofutures ~~develop~~ and ~~refine~~option ~~their~~contracts ~~trading~~in ~~approaches~~a ~~and~~commodity ~~strategies~~that ~~and~~one ~~execute~~trader ~~the~~may ~~trading~~own ~~transactions~~or control. The ~~loss of the services of any of the~~ Trading Advisor’s ~~principals~~has ornot ~~key~~agreed ~~employees,~~to orlimit the ~~failure~~amount of ~~those~~additional ~~principals~~assets orthat ~~key~~they ~~employees~~will ~~to function effectively as a team, may have an adverse effect on the Trading Advisor’s ability to~~ manage ~~its trading activities successfully, or may cause the Trading Advisor to cease operations entirely~~. ~~This, in turn, could negatively affect the Partnership’s performance.~~

-You 30Will -Not be Aware of Changes to the Trading Program. Because of the proprietary nature of the Trading Advisor’s trading program, you generally will not be advised if adjustments are made to the Trading Advisor’s trading program in order to accommodate additional assets under management or for any other reason.

~~Market~~The ~~Factors~~Trading Advisor May ~~Adversely~~Terminate ~~Influence~~its Advisory Agreement. The advisory agreement with the Trading ~~Program~~Advisor automatically renews annually unless terminated by the General Partner or the Trading Advisor. In the ~~past,~~event ~~there~~the ~~have~~advisory ~~been~~agreement ~~periods~~is ~~when~~not ~~market~~renewed, ~~conditions~~the ~~have~~General Partner may not ~~been~~be ~~favorable~~able to ~~the~~enter ~~Trading~~into ~~Advisor’s~~an ~~strategy~~arrangement ~~and~~with ~~such~~the ~~periods~~Trading ~~may~~Advisor ~~recur.~~or ~~The~~another ~~past~~trading ~~performance~~advisor on ofterms ~~such~~substantially ~~trading~~similar ~~strategy~~to isthe ~~not~~previous ~~necessarily~~advisory ~~indicative~~agreement. ~~of its~~

~~future~~Disadvantages ~~profitability,~~of ~~and~~Replacing noor ~~trading~~Switching ~~program~~Trading Advisors. The ~~can~~Trading ~~consistently~~Advisor ~~determine~~is ~~which~~required ~~commodity~~ to ~~trade~~recoup orprevious ~~when~~trading tolosses ~~enter~~before ~~into~~it ~~the~~can ~~trade~~earn performance-based compensation. ~~Often~~However, the ~~most~~General ~~unprofitable~~Partner ~~market~~may ~~conditions~~elect ~~for~~to replace the ~~Partnership~~Trading ~~are~~Advisor ~~those~~if init ~~which~~has ~~prices~~a “~~whipsaw,~~loss carry-forward.” In that iscase, ~~such~~the ~~price~~Partnership ~~moves~~would ~~quickly~~lose ~~upward~~the ~~(or~~“free ~~downward),~~ride” ~~then~~of ~~reverses,~~any ~~then~~potential ~~moves~~recoupment ~~upward~~of ~~(or~~the ~~downward)~~prior ~~again, then reverses again~~losses. In ~~such conditions~~addition, the ~~Trading~~new ~~Advisor~~trading ~~may~~advisor(s) ~~establish~~would ~~positions~~earn performance-based compensation on ~~incorrectly identifying both~~ the ~~brief~~first ~~upward~~dollars orof ~~downward~~investment ~~price movements as trends, whereas in fact no trends sufficient to generate~~ profits ~~develop~~. ~~Any~~The effect ~~factor which may lessen the prospect~~ of ~~favorable conditions in~~ the ~~future~~replacement ~~(such as lack~~ of ~~major price trends~~ or ~~increased~~the ~~governmental~~reallocation ~~control~~ of, orassets ~~participation~~away ~~in,~~from the ~~markets) may reduce the~~ Trading Advisor’s ~~ability~~therefore tocould ~~trade~~be ~~profitably in the future~~significant.

~~Increasing~~Partnership ~~the~~Performance ~~Assets~~May ~~Managed~~Be Hindered by ~~the~~Increased ~~Trading~~Competition ~~Advisor~~for ~~May Adversely Affect Performance~~Positions. ~~The~~Assets ~~rates~~in ofmanaged ~~return~~futures ~~achieved~~have grown byfrom ~~commodity~~an ~~trading~~estimated ~~advisors~~$300 ~~often~~million ~~diminish~~in as1980 ~~the~~to ~~assets~~over ~~under their management increase~~$327.3 ~~This~~billion ~~can~~as ~~occur~~of ~~for~~December ~~many reasons~~31, ~~including~~2015 ~~the~~(source: ~~inability~~BarclayHedge, ofLtd., ~~the~~Fairfield, ~~trading~~IA). ~~advisor~~This tohas ~~execute~~resulted ~~larger~~in ~~position~~increased ~~sizes~~trading atcompetition. ~~desired~~Since ~~prices~~futures ~~and~~are ~~because~~traded ofin ~~the~~an ~~need~~auction-like tomarket, ~~adjust~~ the ~~trading~~more competition ~~advisor’s~~there ~~trading~~may ~~program~~be tofor ~~avoid~~some ~~exceeding~~contracts, ~~speculative~~the ~~position~~more ~~limits.~~difficult ~~These~~it ~~are~~is ~~limits~~for ~~established by~~ the ~~CFTC~~Trading ~~and~~Advisor ~~the~~to ~~exchanges~~obtain on the ~~number~~best ofprices ~~speculative~~for ~~futures~~the ~~and options contracts in a commodity that one trader may own or control~~Partnership. The Trading Advisor ~~has~~is ~~not~~required ~~agreed~~ to ~~limit~~use ~~the~~an ~~amount~~allocation ofmethodology ~~additional~~that ~~assets~~is ~~that~~fair ~~they~~to ~~will~~all ~~manage~~customers.

-17 ~~31 -~~

YouTable Will Not be Aware of Changes to the Trading Program. Because of the proprietary nature of the Trading Advisor’s trading program, you generally will not be advised if adjustments are made to the Trading Advisor’s trading program in order to accommodate additional assets under management or for any other reason.Contents

~~The~~You ~~Trading~~Will ~~Advisor~~Not ~~May~~Have ~~Terminate~~Access ~~its~~to ~~Advisory Agreement. The advisory agreement with~~ the ~~Trading~~Partnership’s ~~Advisor~~Positions ~~automatically~~and ~~renews~~Must ~~annually~~Rely ~~unless terminated by~~ on the General Partner orto Monitor the Trading Advisor. As Ina ~~the~~limited ~~event~~partner, ~~the~~you ~~advisory~~will ~~agreement~~not ishave ~~not~~access ~~renewed,~~to the ~~General~~Partnership’s ~~Partner~~trade ~~may~~positions. ~~not~~Consequently, beyou ~~able~~will tonot ~~enter~~know ~~into~~whether ~~an arrangement with~~ the Trading Advisor oris ~~another~~adhering to the Partnership’s trading ~~advisor~~policies and must rely on ~~terms~~the ~~substantially~~ability ~~similar~~of the General Partner to ~~the~~monitor ~~previous~~trading ~~advisory~~and ~~agreement~~protect your investment.

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

You May Have Tax Liability Attributable To Your Interest in the Partnership ~~Performance~~Even ~~May~~If BeYou ~~Hindered~~Have byReceived ~~Increased~~No ~~Competition~~Distributions ~~for~~and Redeemed ~~Positions~~No Units and Even if the Partnership Generated a Loss. ~~Assets~~If the Partnership has profit for a taxable year, the profit will be includible in ~~managed~~your ~~futures~~taxable income, whether or not cash or other property is actually distributed to you by the Partnership. The General Partner presently does not intend to make any distributions from the Partnership. Accordingly, it is anticipated that U.S. federal income taxes on your allocable share of the Partnership’s profits will exceed the amount of distributions to you, if any, for a taxable year, so that you must be prepared to fund any tax liability from redemptions of Units or other sources. In addition, the Partnership may have ~~grown~~capital losses from antrading ~~estimated~~activities ~~$300~~that cannot ~~million~~be indeducted ~~1980~~against the Partnership’s ordinary income (e.g., interest income, periodic net swap payments) so that you may have to ~~over~~pay taxes on ordinary income even if the Partnership generates a net loss.

-The 32Partnership’s Tax Returns Could be Audited. The Internal Revenue Service (“IRS”) could audit the Partnership’s U.S. federal income tax returns. If an audit results in an adjustment to the Partnership’s tax return, limited partners in the Partnership could be required to file amended returns and pay additional tax. Pursuant to new legislation effective for tax years beginning on or after January 1, 2018, audits of the Partnership generally will be conducted at the Partnership level and any adjustment that results in additional tax (including interest and penalties thereon) will be assessed and collected at the Partnership level in the current taxable year, with the current partners indirectly bearing such cost, unless the Partnership makes an election to issue adjusted K-1s to those partners that were partners in the taxable year subject to audit. Therefore, unless the Partnership elects otherwise, the Partnership may be directly responsible in the current taxable year for the income tax liability resulting from an audit adjustment that relates to a prior taxable year in which a current limited partner did not own an interest in the Partnership or in which the limited partner’s ownership percentage has since changed. The full implications of these new rules are not yet known and limited partners should consult their tax advisers regarding the potential implications of this new audit regime.

~~$325~~You ~~billion in~~Will ~~March,~~Recognize Short-Term ~~2014~~Capital Gain. Profits ~~This~~on ~~has~~futures ~~resulted~~contracts traded in ~~increased~~regulated ~~trading competition~~U.S. ~~Since~~and ~~futures~~some ~~are~~foreign exchanges, foreign currency contracts traded in anthe ~~auction-like~~interbank market, ~~the~~and ~~more~~U.S. ~~competition~~and ~~there~~some isforeign ~~for~~exchange-traded ~~some~~options ~~contracts,~~on ~~the~~commodities ~~more~~are generally ~~difficult~~taxed itas isshort-term ~~for~~capital gain to the ~~Partnership’s~~extent ~~trading~~of ~~advisor~~40% of gains with respect to ~~obtain~~section ~~the~~1256 ~~best~~contracts ~~prices~~and ~~for~~at least 50% of the ~~Partnership.~~gain ~~The~~arising ~~Trading~~from ~~Advisor~~a ismixed ~~required~~straddle toaccount ~~use~~and anare ~~allocation~~currently ~~methodology~~taxed ~~that~~at isa ~~fair~~maximum tomarginal ~~all~~ordinary ~~customers~~U.S. federal income tax rate of 39.6%.

~~You~~The ~~Will~~IRS ~~Not~~Could ~~Have~~Take ~~Access to~~ the ~~Partnership’s~~Position ~~Positions~~that ~~and~~Deductions ~~Must~~for ~~Rely~~Certain onPartnership ~~the~~Expenses ~~General~~Are Subject To ~~Partner~~Various ~~to Monitor the Trading Advisor~~Limitations. AsNon-corporate ataxpayers ~~limited~~are ~~partner,~~subject ~~you~~to ~~will~~certain ~~not~~limitations ~~have~~for ~~access~~deductions tofor ~~the~~“investment ~~Partnership’s~~advisory ~~trade~~expenses” ~~positions~~for U.S. ~~Consequently,~~federal ~~you~~income ~~will~~tax ~~not~~and ~~know~~alternative ~~whether~~minimum ~~the~~tax ~~Trading~~purposes. ~~Advisor~~The isIRS ~~adhering~~could argue tothat ~~the~~certain Partnership’s ~~trading~~expenses ~~policies~~are ~~and~~investment ~~must~~advisory ~~rely~~expenses. onProspective ~~the~~investors ~~ability~~should ofdiscuss ~~the~~with ~~General~~their ~~Partner~~tax toadvisors ~~monitor~~the ~~trading~~tax ~~and~~consequences ~~protect~~of ~~your~~an investment in the Partnership.

~~Taxation~~Tax ~~Risks~~Laws Are Subject To Change at Any Time. Tax laws and court and IRS interpretations thereof are subject to change at any time, possibly with retroactive effect. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisors.

~~You~~Non-U.S. Investors May ~~Have~~Face ~~Tax~~Exchange ~~Liability~~Rate ~~Attributable~~Risk ~~To Your Interest in the Partnership Even If You Have Received No Distributions~~ and ~~Redeemed~~Local NoTax ~~Units and Even if the Partnership Generated a Loss~~Consequences. IfNon-U.S. ~~the~~investors ~~Partnership~~should ~~has~~note ~~profit~~that Units ~~for~~are adenominated ~~taxable~~in ~~year,~~U.S. ~~the~~dollars ~~profit~~and ~~will~~that bechanges ~~includible~~ in ~~your~~rates ~~taxable~~of ~~income,~~exchange ~~whether~~between orcurrencies ~~not~~may ~~cash~~cause orthe ~~other~~value ~~property~~of istheir ~~actually~~investment ~~distributed~~ to ~~you~~decrease byor ~~the Partnership. The General Partner presently does not intend~~ to ~~make any distributions from the Partnership~~increase. ~~Accordingly, it is anticipated that~~ Non-U.S. ~~federal~~investors ~~income~~should ~~taxes~~consult ontheir ~~your~~own ~~allocable~~tax ~~share~~advisors ofconcerning the ~~Partnership’s~~applicable U.S. ~~profits~~and ~~will~~foreign ~~exceed the amount of distributions to you, if any, for a taxable year, so that you must be prepared to fund any~~ tax ~~liability~~implications ~~from redemptions~~ of ~~Units~~this orinvestment. ~~other~~

-Item 1B. 33UNRESOLVED -STAFF COMMENTS

~~sources.~~Not ~~In addition, the Partnership may have capital losses from trading activities that cannot be deducted against the Partnership’s ordinary income (e~~applicable.~~g.,~~ ~~interest income, periodic net swap payments) so that you may have to pay taxes on ordinary income even if the Partnership generates a net loss.~~

~~The~~18 Partnership’s Tax Returns Could be Audited. The Internal Revenue Service (“IRS”) could audit the Partnership’s U.S. federal income tax returns. If an audit results in an adjustment to the Partnership’s tax return, limited partners in the Partnership could be required to file amended returns and pay additional tax.

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

~~The IRS Could Take the Position that Deductions for Certain Partnership Expenses Are SubjectTo Various Limitations.~~Item ~~Non-corporate taxpayers are subject to certain limitations for deductions for “investment advisory expenses” for U~~2.S. ~~federal~~PROPERTIES income tax and alternative minimum tax purposes. The IRS could argue that certain Partnership expenses are investment advisory expenses. Prospective investors should discuss with their tax advisors the tax consequences of an investment in the Partnership.

-The 34Partnership’s -executive and administrative offices are located within the offices of the General Partner. The General Partner’s offices utilized by the Partnership are located at 522 Fifth Avenue, New York, NY 10036.

~~Tax Laws Are Subject To Change at Any Time~~Item 3. ~~Tax~~LEGAL PROCEEDINGS laws and court and IRS interpretations thereof are subject to change at any time, possibly with retroactive effect. Prospective investors are urged to discuss scheduled and potential tax law changes with their tax advisors.

~~Non-U.S.~~This ~~Investors~~section ~~May~~describes ~~Face~~the ~~Exchange~~major ~~Rate~~pending ~~Risk~~legal ~~and~~proceedings, ~~Local~~other ~~Tax~~than ~~Consequences. Non-U.S.~~ordinary ~~investors~~routine ~~should~~litigation ~~note~~incidental ~~that~~to ~~Units~~the business, ~~are~~to ~~denominated~~which ~~in U~~MS&Co.S. ~~dollars~~or ~~and~~its ~~that~~subsidiaries ~~changes~~is ina ~~rates~~party ofor ~~exchange~~to ~~between~~which ~~currencies~~any ~~may cause the value~~ of their ~~investment~~property tois ~~decrease or to increase~~subject. ~~Non-U.S.~~There ~~investors~~are ~~should~~no ~~consult~~material ~~their~~legal ~~own~~proceedings ~~tax~~pending ~~advisors~~against ~~concerning~~ the ~~applicable~~Partnership ~~U.S.~~or ~~and~~the ~~foreign~~General ~~tax implications of this investment~~Partner.

~~Item~~On 1BJune 1, 2011, Morgan Stanley & Co. ~~UNRESOLVED~~ ~~STAFF~~Incorporated ~~COMMENTS~~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.”).

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

~~Item~~In 2addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and MS&Co. ~~PROPERTIES~~ 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.

~~The~~MS&Co. ~~Partnership’s~~is ~~executive~~a ~~and~~Delaware ~~administrative~~limited ~~offices~~liability ~~are~~company with its main business office located ~~within~~at ~~the~~1585 ~~offices~~Broadway, ofNew ~~the~~York, ~~General~~New ~~Partner~~York 10036. ~~The~~ ~~General~~Among ~~Partner's~~other ~~offices~~registrations ~~utilized~~and bymemberships, ~~the~~MS&Co. ~~Partnership~~is ~~are~~registered ~~located~~as ata ~~522~~futures ~~Fifth~~commission ~~Avenue,~~merchant ~~New~~and ~~York,~~is NYa ~~10036~~member of the National Futures Association.

~~Item~~Regulatory ~~3. LEGAL~~and ~~PROCEEDINGS~~Governmental Matters.

~~This~~MS&Co. ~~section~~has ~~describes~~received subpoenas and requests for information from certain federal and state regulatory and governmental entities, including among others various members of the ~~major~~RMBS ~~pending~~Working ~~legal~~Group ~~proceedings~~of the Financial Fraud Enforcement Task Force, ~~other~~such ~~than~~as ~~ordinary~~the ~~routine~~United ~~litigation~~States ~~incidental~~Department toof Justice, Civil Division and several state Attorney General’s Offices, concerning the ~~business~~origination, financing, topurchase, ~~which~~securitization ~~MS&Co.~~and orservicing ~~its~~of ~~subsidiaries~~subprime isand anon-subprime ~~party~~residential mortgages and related matters such as residential mortgage backed securities (“RMBS”), collateralized debt obligations (“CDOs”), structured investment vehicles (“SIVs”) and credit default swaps backed by or toreferencing ~~which~~mortgage ~~any~~pass-through certificates. These matters, some of ~~their~~which ~~property~~are isin ~~subject. There~~advanced stages, include, but are nonot ~~material~~limited ~~legal~~to, ~~proceedings~~investigations ~~pending~~related ~~against~~to MS&Co.’s ~~the~~due ~~Partnership~~diligence oron the ~~General~~loans ~~Partner~~that it purchased for securitization, MS&Co.’s communications with ratings agencies, MS&Co.’s disclosures to investors, and MS&Co.’s handling of servicing and foreclosure related issues.

-On 35February 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.

OnIn ~~June~~May 2014, 1the California Attorney General’s Office (“CAAG”), ~~2011~~which is one of the members of the RMBS Working Group, ~~Morgan~~indicated ~~Stanley~~that &it has made certain preliminary conclusions that MS&Co. ~~Incorporated~~made ~~converted~~knowing ~~from~~and amaterial ~~Delaware~~misrepresentations ~~corporation~~regarding toRMBS aand ~~Delaware~~that ~~limited~~it knowingly ~~liability~~caused ~~company. As~~material amisrepresentations ~~result~~to ofbe ~~that~~made ~~conversion~~regarding the Cheyne SIV, ~~Morgan~~which ~~Stanley~~issued &securities Comarketed to the California Public Employees Retirement System. ~~Incorporated~~The isCAAG ~~now~~has ~~named~~further ~~Morgan~~indicated ~~Stanley~~that &it believes MS&Co.’s ~~LLC~~conduct violated (“California law and that it may seek treble damages, penalties and injunctive relief. MS&Co.”) does not agree with these conclusions and has presented defenses to them to the CAAG.

~~MS&Co.~~19 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 (“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 2014, 2013, 2012, 2011 and 2010.

InTable 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 ofContents

-In 36October 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.

~~these~~On ~~investigations~~January 13, ~~and~~2015, ~~proceedings~~the ~~has~~New ~~increased~~York inAttorney ~~recent~~General’s Office ~~years~~(“NYAG”), ~~with~~which ~~regard~~is also a member of the RMBS Working Group, indicated that it intends to ~~many~~file ~~financial~~a ~~services~~lawsuit ~~institutions~~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, ~~including~~underwriting ~~Morgan~~and ~~Stanley~~valuation of the loans in the securitizations and the properties securing them and indicated that its lawsuit would be brought under the Martin Act. MS&Co. and NYAG reached an agreement to resolved the matter on February 10, 2016.

On June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by The CFTC to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) ~~Delaware~~of ~~limited~~the ~~liability~~Commodity ~~company~~Exchange ~~with~~Act ~~its~~and ~~main~~CFTC ~~business~~Regulation ~~office~~1.38 ~~located~~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 ~~1585~~issue ~~Broadway~~and failing to have adequate policies and procedures designed to detect and deter the violations of the Commodity Exchange Act, ~~New~~as ~~York~~amended, ~~New~~and ~~York~~CFTC ~~10036~~Regulations. ~~Among~~ ~~other~~Without admitting ~~registrations~~or denying the underlying allegations and ~~memberships~~without adjudication of any issue of law or fact, MS&Co. isaccepted ~~registered~~and asconsented ato ~~futures~~entry ~~commission~~of ~~merchant~~findings and isthe imposition of a ~~member~~cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the ~~National~~fine. ~~Futures~~MS&Co. ~~Association~~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.

~~Regulatory~~On July 23, 2014, the SEC approved a settlement by MS&Co. and ~~Governmental~~certain ~~Matters~~affiliates to resolve an investigation related to certain subprime RMBS transactions sponsored and underwritten by those entities in 2007. Pursuant to the settlement, MS&Co. and certain affiliates were charged with violating Sections 17(a)(2) and 17(a)(3) of the Securities Act, agreed to pay disgorgement and penalties in an amount of $275 million and neither admitted nor denied the SEC’s findings.

~~MS&Co.~~On ~~has~~April 21, ~~received~~2015, ~~subpoenas~~the ~~and~~Chicago ~~requests~~Board ~~for~~Options ~~information~~Exchange, ~~from~~Incorporated ~~certain~~(“CBOE”) ~~federal~~ and ~~state~~the ~~regulatory~~CBOE ~~and~~Futures ~~governmental entities~~Exchange, ~~including~~LLC (“CFE”) ~~among~~filed ~~others~~statements ~~various members~~ of ~~the~~charges ~~RMBS~~against ~~Working~~MS&Co. ~~Group~~in ofconnection ~~the~~with ~~Financial~~trading ~~Fraud~~by ~~Enforcement~~one ~~Task~~of ~~Force,~~MS&Co.’s ~~such~~former astraders ~~the United States Department~~ of ~~Justice,~~EEM ~~Civil~~options ~~Division~~contracts ~~and~~that ~~several~~allegedly ~~state~~disrupted ~~Attorney General’s Offices, concerning~~ the ~~origination,~~final ~~financing,~~settlement ~~purchase,~~price ~~securitization and servicing~~ of ~~subprime~~the ~~and~~November ~~non-subprime~~2012 ~~residential~~VXEM futures. CBOE ~~mortgages~~alleged ~~and~~that ~~related~~MS&Co. ~~matters~~violated ~~such~~CBOE asRules ~~residential~~4.1, ~~mortgage~~4.2 ~~backed~~and ~~securities (“RMBS”)~~4.7, ~~collateralized~~Sections ~~debt obligations~~ 9(~~“CDOs”~~a), ~~structured~~and ~~investment vehicles~~ 10(~~“SIVs”~~b) ~~and~~of ~~credit~~the ~~default~~Securities ~~swaps~~Exchange ~~backed~~Act ~~by or referencing mortgage pass-through certificates. These matters, some~~ of ~~which are in advanced stages~~1934, ~~include,~~and ~~but~~Rule ~~are~~10b-5 ~~not limited to, investigations related to MS&Co~~thereunder.’s CFE ~~due~~alleged ~~diligence on the loans~~ that ~~it purchased for securitization,~~ MS&Co.’s ~~communications~~violated ~~with~~CFE ~~ratings~~Rules ~~agencies~~608, ~~MS&Co.’s~~609 ~~disclosures to investors~~ and ~~MS&Co~~ 620.’s Both ~~handling~~matters ofare ~~servicing and foreclosure related issues~~ongoing.

-On 37June 18, 2015, MS&Co. entered into a settlement with the SEC and paid a fine of $500,000 as part of the MCDC Initiative to resolve allegations that MS&Co. failed to form a reasonable basis through adequate due diligence for believing the truthfulness of the assertions by issuers and/or obligors regarding their compliance with previous continuing disclosure undertakings pursuant to Rule 15c2-12 in connection with offerings in which MS&Co. acted as senior or sole underwriter.

On ~~February 25~~August 6, 2015, MS&Co. ~~reached~~consented to and became the subject of an ~~agreement~~order by the CFTC to resolve allegations that MS&Co. violated CFTC Regulation 22.9(a) by failing to hold sufficient US Dollars in ~~principle~~cleared ~~with~~swap segregated accounts in the United States ~~Department~~to meet all US Dollar obligations to cleared swaps customers. Specifically, the CFTC found that while MS&Co. at all times held sufficient funds in segregation to cover its obligations to its customers, on certain days during 2013 and 2014, it held currencies, such as euros, instead of ~~Justice~~US dollars, ~~Civil~~to ~~Division~~meet its US dollar obligations. In addition, the CFTC found that MS&Co. violated Regulation 166.3 by failing to have in place adequate procedures to ensure that it complied with Regulation 22.9(a). Without admitting or denying the findings or conclusions and without adjudication of any issue of law or fact, MS&Co. accepted and consented to the ~~United~~entry ~~States~~of ~~Attorney’s~~findings, ~~Office~~the ~~for~~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 ~~Northern~~monetary penalty.

~~District~~20 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. While MS&Co. and the Civil Division have reached an agreement in principle to resolve this matter, there can be no assurance that MS&Co. and the Civil Division will agree on the final documentation of the settlement.

InTable May 2014, the California Attorney General’s Office (“CAAG”), which is one of the members of the RMBS Working Group, indicated that it has made certain preliminary conclusions that MS&Co. made knowing and material misrepresentations regarding RMBS and that it knowingly caused material misrepresentations to be made regarding the Cheyne SIV, which issued securities marketed to the California Public Employees Retirement System. The CAAG has further indicated that it believes MS&Co.’s conduct violated California law and that it may seek treble damages, penalties and injunctive relief. MS&Co. does not agree with these conclusions and has presented defenses to them to the CAAG.Contents

OnCivil ~~September 16,~~Litigation 2014, the Virginia Attorney General’s Office filed a civil lawsuit, styled Commonwealth of Virginia ex rel. Integra REC LLC v. Barclays Capital Inc., et al., against MS&Co. and several other defendants in the Circuit Court of the City of Richmond related to RMBS. The lawsuit alleges that MS&Co. and the other defendants knowingly made

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through 38certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates By orders dated June 23, 2011 and July 18, 2011, the court denied defendants’ omnibus motion to dismiss plaintiff’s amended complaint and on August 15, 2011, the court denied MS&Co.’s individual motion to dismiss the amended complaint. On March 7, 2013, the court granted defendants’ motion to strike plaintiff’s demand for a jury trial. The defendants’ joint motions for partial summary judgment were denied on November 9, 2015.At December 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $46 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $46 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

~~misrepresentations~~On ~~and~~March 15, ~~omissions~~2010, ~~related~~the toFederal ~~the~~Home ~~loans~~Loan ~~backing~~Bank ~~RMBS~~of ~~purchased~~San byFrancisco ~~the~~filed ~~Virginia~~a ~~Retirement~~complaint ~~System~~against ~~(“VRS”)~~MS&Co. ~~The~~and ~~complaint~~other ~~alleges~~defendants ~~VRS~~in the Superior ~~suffered~~Court ~~total~~of ~~losses~~the State of ~~approximately~~California ~~$384~~styled ~~million~~Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on ~~these~~June 10, ~~securities~~2010, ~~but~~alleges ~~does~~that ~~not~~defendants ~~specify~~made ~~the~~untrue ~~amount~~statements and ofmaterial ~~alleged~~omissions ~~losses~~in ~~attributable~~connection with the sale to ~~RMBS~~plaintiff ~~sponsored~~of certain ormortgage ~~underwritten~~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 ~~asserts~~raises claims under both the ~~Virginia~~federal ~~Fraud~~securities ~~Against~~laws ~~Taxpayers~~and ~~Act~~California law and seeks, asamong ~~well~~other asthings, to ~~common~~rescind the plaintiff’s purchase of such certificates. On August 11, 2011, plaintiff’s federal securities law claims ofwere ~~actual~~dismissed ~~and~~with ~~constructive~~prejudice. ~~fraud~~On February 9, ~~and seeks~~2012, ~~among~~defendants’ demurrers with respect to all other ~~things~~claims were overruled. On December 20, ~~treble~~2013, ~~damages~~plaintiff’s negligent ~~and~~misrepresentation ~~civil~~claims ~~penalties~~were dismissed with prejudice. On ~~January~~At 20December 25, 2015, the ~~defendants~~current ~~filed~~unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $59 million, and the certificates had incurred actual losses of approximately $1 million. Based on currently available information, MS&Co. believes it could incur a ~~demurrer~~loss for this action up to the ~~complaint~~difference between the $59 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a ~~plea~~judgment inagainst ~~bar~~MS&Co., ~~seeking~~or ~~dismissal~~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 ~~complaint~~plaintiff prior to a judgment.

InOn ~~October~~July ~~2014~~15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against MS&Co., styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., which is pending in the ~~Illinois~~Supreme ~~Attorney~~Court ~~General’s~~of ~~Office~~the State of New York, New York County (“ILSupreme AGCourt of NY”). The ~~sent~~complaint relates to a ~~letter~~$275 million tocredit 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. ~~alleging~~misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that MS&Co. ~~knowingly~~knew ~~made~~that ~~misrepresentations~~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 ~~RMBS~~the ~~purchased~~approximately by$228 ~~certain~~million ~~pension~~that ~~funds~~CDIB ~~affiliated~~alleges ~~with~~it has already lost under the ~~State~~credit default swap, rescission of ~~Illinois~~CDIB’s obligation to pay an additional $12 million, punitive damages, equitable relief, fees and ~~demanding~~costs. On February 28, ~~that~~2011, the court denied MS&Co.’s ~~pay~~motion to dismiss the ILcomplaint. AGBased ~~approximately~~on ~~$88~~currently ~~million.~~available information, MS&Co. ~~does~~believes ~~not~~it ~~agree~~could ~~with~~incur ~~these~~a ~~allegations~~loss ~~and~~of ~~has~~up ~~presented~~to ~~defenses~~approximately to$240 ~~them~~million toplus ~~the~~pre- ILand AGpost-judgment interest, fees and costs.

On21 January 13, 2015, the New York Attorney General’s Office (“NYAG”), which is also a member of the RMBS Working Group, indicated that it intends to file a lawsuit related to approximately 30 subprime securitizations sponsored by MS&Co. The 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. does not agree with the NYAG’s allegations and has presented defenses to them to the NYAG.

-Table 39of -Contents

On ~~September~~October 215, ~~2011~~2010, the Federal ~~Housing~~Home ~~Finance~~Loan ~~Agency,~~Bank asof ~~conservator~~Chicago ~~for~~filed ~~Fannie Mae~~a complaint ~~and~~against ~~Freddie~~MS&Co. ~~Mac,~~and ~~filed~~other 17defendants ~~complaints~~in the Circuit ~~against~~Court ~~numerous~~of ~~financial~~the ~~services~~State ~~companies~~of Illinois, ~~including~~styled ~~MS&Co~~Federal Home Loan Bank of Chicago v. Bank ~~and~~of ~~certain~~America ~~affiliates~~Funding Corporation et al. A corrected amended complaint ~~against~~was ~~MS&Co~~filed on April 8, 2011. ~~and~~The ~~certain~~corrected ~~affiliates~~amended ~~and~~complaint ~~other~~alleges that defendants ~~was~~made ~~filed~~untrue statements and material omissions in the ~~Supreme~~sale ~~Court~~to plaintiff of a ~~the~~number ~~State~~ of mortgage ~~New~~pass-through ~~York,~~certificates ~~New~~backed ~~York~~by securitization ~~County~~trusts ~~(“Supreme~~containing ~~Court~~residential ofmortgage ~~NY”),~~loans ~~styled~~and ~~Federal~~asserts ~~Housing~~claims ~~Finance~~under ~~Agency,~~Illinois aslaw. The total ~~Conservator~~amount vof certificates allegedly sold to plaintiff by MS&Co. ~~Morgan~~at ~~Stanley~~issue etin althe action was approximately $203 million. The complaint ~~alleges~~seeks, ~~that~~among other things, to rescind the plaintiff’s purchase of such certificates. The defendants ~~made~~filed ~~untrue~~a ~~statements~~motion ~~and~~to ~~material~~dismiss ~~omissions~~the incorrected ~~connection~~amended ~~with~~complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the ~~sale~~court entered an order dismissing all claims related to ~~Fannie~~one ~~Mae~~of ~~and~~the ~~Freddie~~securitizations ~~Mac~~at issue. After that dismissal, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At December ~~residential~~25, 2015, the current unpaid balance of the mortgage pass-through certificates ~~with~~at anissue ~~original~~in ~~unpaid~~this ~~balance~~action ofwas approximately $1151 ~~billion~~million, and the certificates had not yet incurred actual losses. ~~The~~Based ~~complaint~~on currently ~~raised~~available ~~claims~~information, ~~under~~MS&Co. ~~federal~~believes ~~and~~it ~~state~~could ~~securities~~incur ~~laws~~a ~~and~~loss ~~common~~in ~~law~~this action up to the difference between the $51 million unpaid balance of these certificates (plus any losses incurred) and ~~seeks,~~their ~~among~~fair ~~other~~market ~~things~~value at the time of a judgment against MS&Co., ~~rescission~~plus pre- and ~~compensatory~~post-judgment interest, fees and ~~punitive~~costs. ~~damages~~MS&Co. On ~~February~~may 7,be ~~2014,~~entitled ~~the~~to ~~parties~~be ~~entered~~indemnified ~~into~~for ansome ~~agreement~~of these losses and to ~~settle~~an ~~the~~offset ~~litigation. On~~for ~~February~~interest ~~20,~~received ~~2014,~~by the ~~court~~plaintiff ~~dismissed~~prior ~~the~~to ~~action~~a judgment.

On ~~June 5~~April 20, ~~2012~~2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. ~~consented~~and toother ~~and~~defendants ~~became~~in the ~~subject~~Superior Court of anthe ~~Order~~Commonwealth ~~Instituting~~of ~~Proceedings~~Massachusetts ~~Pursuant~~styled toFederal ~~Sections~~Home ~~6(c)~~Loan ~~and~~Bank ~~6(d)~~ of ~~the~~Boston ~~Commodity~~v. ~~Exchange~~Ally ~~Act~~Financial, asInc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, ~~Making~~2012 ~~Findings~~and alleges that defendants made untrue statements and ~~Imposing~~material omissions ~~Remedial~~in ~~Sanctions~~the sale to plaintiff of certain mortgage pass-through certificates backed by ~~the~~securitization ~~CFTC~~trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. or sold to ~~resolve~~plaintiff ~~allegations~~by MS&Co. ~~related~~was approximately $385 million. The amended complaint raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the ~~failure~~plaintiff’s purchase of asuch ~~salesperson~~certificates. On May 26, 2011, defendants removed the case to ~~comply~~the ~~with~~United ~~exchange~~States ~~rules~~District ~~that~~Court ~~prohibit~~for ~~off-exchange~~the ~~futures~~District ~~transactions~~of ~~unless~~Massachusetts. ~~there~~The isdefendants’ anmotions ~~exchange~~to ~~for~~dismiss ~~related~~the ~~position~~amended ~~(“EFRP”)~~complaint were granted in part and denied in part on September 30, 2013. ~~Specifically~~ On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the ~~CFTC~~plaintiff ~~found~~voluntarily ~~that~~dismissed ~~from~~its ~~April~~claims ~~2008~~against ~~through~~MS&Co. ~~October~~with ~~2009~~respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. ~~violated~~or ~~Section~~sold ~~4c(a)~~to plaintiff by MS&Co. was approximately $332 million. At December 25, 2015, the current unpaid balance of the ~~Commodity~~mortgage ~~Exchange~~pass-through certificates ~~Act,~~at asissue ~~amended~~in this action was approximately $55 million, and ~~CFTC~~the ~~Regulation~~certificates 1had not yet incurred actual losses.38 byBased ~~executing~~on currently available information, ~~processing~~MS&Co. ~~and~~believes ~~reporting~~it ~~numerous~~could ~~off-exchange~~incur ~~futures~~a ~~trades~~loss in this action up to the ~~Chicago~~difference between ~~Mercantile~~the ~~Exchange~~$55 million unpaid balance of these certificates (~~“CME”~~plus any losses incurred) and ~~Chicago~~their ~~Board~~fair market value at the time of ~~Trade~~a ~~(“CBOT”)~~judgment asagainst ~~EFRPs~~MS&Co., inor ~~violation~~upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of ~~CME~~these losses and ~~CBOT~~to ~~rules~~an ~~because~~offset ~~those~~for ~~trades~~interest ~~lacked~~received by the plaintiff prior to a judgment.

On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank 40AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff currently at issue in this action was approximately $644 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss the complaint. MS&Co. perfected its appeal from that decision on June 12, 2015. At December 25, 2015, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $269 million, and the certificates had incurred actual losses of approximately $83 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $269 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses.

~~corresponding~~On ~~and~~May 17, ~~related cash~~2013, ~~OTC~~plaintiff ~~swap,~~in ~~OTC~~IKB ~~option,~~International orS.A. ~~other~~in ~~OTC~~Liquidation, ~~derivative~~et ~~position~~al. In ~~addition~~v. Morgan Stanley, ~~the~~et ~~CFTC~~al. ~~found~~filed ~~that~~a complaint against MS&Co. ~~violated~~and ~~CFTC~~certain ~~Regulation~~affiliates ~~166~~in the Supreme Court of NY.3 byThe ~~failing~~complaint toalleges ~~supervise~~that defendants made material misrepresentations and omissions in the ~~handling~~sale to plaintiff of ~~the~~certain ~~trades~~mortgage atpass-through ~~issue~~certificates ~~and~~backed ~~failing~~by tosecuritization ~~have~~trusts containing ~~adequate~~residential ~~policies~~mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or ~~procedures~~sold ~~designed~~by MS&Co. to ~~detect~~plaintiff ~~and~~was ~~deter~~approximately ~~the~~$132 million. ~~violations~~The complaint alleges causes of ~~the~~action ~~Commodity~~against ~~Exchange~~MS&Co. ~~Act~~for common law fraud, asfraudulent ~~amended~~concealment, aiding and ~~CFTC~~abetting ~~Regulations~~fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. ~~Without~~ ~~admitting~~On orOctober 29, ~~denying~~2014, the ~~underlying~~court ~~allegations~~granted in part and ~~without~~denied ~~adjudication~~in ofpart MS&Co.’s ~~any~~motion ~~issue~~to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of ~~law~~certificates allegedly issued by MS&Co. or ~~fact,~~sold to plaintiff by MS&Co. ~~accepted~~was ~~and~~approximately ~~consented~~$116 million. toOn ~~entry~~August 26, of2015, ~~findings~~MS&Co. ~~and~~perfected its appeal from the ~~imposition~~court’s ofOctober 29, a2014 ~~cease~~decision. ~~and~~At ~~desist~~December 25, ~~order~~2015, athe ~~fine~~current unpaid balance of ~~$5,000,000,~~the ~~and~~mortgage ~~undertakings~~pass-through ~~related~~certificates toat ~~public~~issue ~~statements,~~in ~~cooperation~~this action was approximately $28 million, and ~~payment~~the certificates had incurred actual losses of ~~the~~$58 ~~fine~~million. Based on currently available information, MS&Co. ~~entered~~believes ~~into~~it ~~corresponding~~could ~~and~~incur ~~related~~a ~~settlements~~loss ~~with~~in this action up to the ~~CME~~difference between the $28 million unpaid balance of these certificates (plus any losses incurred) and ~~CBOT~~their infair ~~which~~market value at the ~~CME~~time ~~found~~of ~~that~~a judgment against MS&Co., ~~violated~~or ~~CME~~upon ~~Rules~~sale, ~~432.Q~~plus pre- and ~~538~~post-judgment interest, fees and ~~fined~~costs. MS&Co. ~~$750,000~~may ~~and~~be ~~CBOT~~entitled ~~found~~to ~~that~~be ~~MS&Co.~~indemnified ~~violated~~for ~~CBOT~~some ~~Rules~~of these ~~432.Q~~losses and ~~538~~to ~~and~~an ~~fined~~offset ~~MS&Co.~~for ~~$1,000,000~~interest received by the plaintiff prior to a judgment.

On22 July 23, 2014, the SEC approved a settlement by MS&Co. and certain affiliates to resolve an investigation related to certain subprime RMBS transactions sponsored and underwritten by those entities in 2007. Pursuant to the settlement, MS&Co. and certain affiliates were charged with violating Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”), agreed to pay disgorgement and penalties in an amount of $275 million and neither admitted nor denied the SEC’s findings.

-Table 41of -Contents

~~Other~~Settled Civil Litigation

On ~~December~~August 2325, ~~2009~~2008, ~~the Federal Home Loan Bank of Seattle filed a complaint against~~ MS&Co. and ~~another~~two ~~defendant~~ratings ~~in the~~agencies ~~Superior~~were ~~Court~~named ofas ~~the~~defendants ~~State~~in ofa ~~Washington,~~purported ~~styled~~class ~~Federal~~action ~~Home~~related ~~Loan~~to ~~Bank~~securities ofissued by ~~Seattle~~a v.structured ~~Morgan~~investment ~~Stanley &~~vehicle ~~Co.~~called ~~Inc.,~~Cheyne etFinance ~~al. The~~PLC ~~amended~~and ~~complaint,~~Cheyne ~~filed~~Finance onLLC ~~September 28~~(together, ~~2010, alleges that defendants made untrue statements and material omissions in~~ the ~~sale~~“Cheyne toSIV”). ~~plaintiff~~The ofcase ~~certain~~was ~~mortgage~~styled ~~pass-through~~Abu ~~certificates~~Dhabi ~~backed~~Commercial byBank, ~~securitization~~et ~~trusts~~al. ~~containing residential mortgage loans~~v. ~~The~~Morgan ~~total amount of certificates allegedly sold to plaintiff by MS~~Stanley & Co. ~~was~~Inc., ~~approximately~~et ~~$233 million~~al. The complaint ~~raises claims under the Washington State Securities Act and seeks~~ alleged, among other things, to ~~rescind~~ that the ~~plaintiff’s~~ratings ~~purchase~~assigned ~~of such certificates. On October 18, 2010, defendants filed a motion~~ to ~~dismiss~~ the ~~action. By~~securities ~~orders~~issued ~~dated June~~by ~~23, 2011 and July 18, 2011,~~ the ~~court~~Cheyne ~~denied~~SIV ~~defendants’~~were ~~omnibus motion~~false ~~to dismiss plaintiff’s amended complaint~~ and ~~on August 15~~misleading, ~~2011,~~including because the ~~court~~ratings ~~denied~~did ~~MS&Co.’s~~not ~~individual~~accurately ~~motion~~reflect ~~to dismiss~~ the ~~amended~~risks ~~complaint. On~~associated ~~March~~with ~~7, 2013,~~ the ~~court~~subprime ~~granted~~RMBS ~~defendants’~~held ~~motion~~by tothe ~~strike~~Cheyne ~~plaintiff’s demand for a jury trial~~SIV. At The ~~December~~plaintiffs ~~25,~~asserted ~~2014,~~allegations ~~the current unpaid balance~~ of ~~the~~aiding ~~mortgage~~and ~~pass-through~~abetting ~~certificates~~fraud atand ~~issue~~negligent inmisrepresentation ~~this~~relating ~~action~~to ~~was~~ approximately $53852 million, ~~and~~of ~~the~~securities ~~certificates~~issued ~~had~~by ~~not~~the ~~yet~~Cheyne ~~incurred actual losses~~SIV. ~~Based~~On onApril 24, ~~currently available information~~2013, ~~MS&Co.~~the ~~believes~~parties itreached ~~could~~an ~~incur~~agreement ~~a loss in this action up~~ to ~~the~~settle ~~difference between~~ the case, ~~$53 million unpaid balance of these certificates (plus any losses incurred)~~ and ~~their~~on ~~fair~~April 26, ~~market~~2013, ~~value at~~ the ~~time~~court ofdismissed athe ~~judgment~~action ~~against~~with ~~MS&Co~~prejudice., ~~plus~~The ~~pre-~~settlement ~~and~~does ~~post-judgment~~not ~~interest,~~cover ~~fees~~certain ~~and~~claims ~~costs.~~that ~~MS&Co.~~were ~~may~~previously ~~be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment~~dismissed.

-On 42March 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. 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.

On ~~March~~July 159, 2010, ~~the~~and ~~Federal~~February 11, ~~Home~~2011, ~~Loan~~Cambridge ~~Bank~~Place ofInvestment ~~San~~Management ~~Francisco~~Inc. filed two separate complaints against MS&Co. and/or its affiliates and other defendants in the Superior Court of the ~~State~~Commonwealth of ~~California.~~Massachusetts, ~~These~~both ~~actions are~~ styled ~~Federal~~Cambridge ~~Home~~Place ~~Loan~~Investment ~~Bank~~Management ofInc. ~~San Francisco~~ v. ~~Credit~~Morgan ~~Suisse~~Stanley & ~~Securities~~Co., ~~(USA) LLC~~Inc., et al., ~~and~~The ~~Federal~~complaints ~~Home~~asserted ~~Loan~~claims ~~Bank~~on behalf of ~~San Francisco v.~~certain ~~Deutsche~~clients ~~Bank~~of ~~Securities~~plaintiff’s ~~Inc. et~~affiliates ~~al.,~~and ~~respectively. Amended complaints filed on June 10, 2010~~ allege 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 total amount of certificates allegedly ~~sold~~issued ~~to plaintiff~~ by MS&Co. ~~in these cases was approximately $704 million~~ and/or ~~$276~~its ~~million,~~affiliates ~~respectively.~~or ~~The~~sold ~~complaints raise claims under both the federal securities laws and California law and seek, among other things,~~ to ~~rescind the~~ plaintiff’s ~~purchase of such certificates. On August 11, 2011, plaintiff~~affiliates’s ~~federal~~clients ~~securities~~by law claims were dismissed with prejudice. The defendants filed answers to the amended complaints on October 7, 2011. On February 9, 2012, defendants’ demurrers with respect to all other claims were overruled. On December 20, 2013, plaintiff’s negligent misrepresentation claims were dismissed with prejudice. A bellwether trial was scheduled to begin in January 2015. MS&Co. ~~was~~and/or ~~not~~its affiliates ~~a defendant~~ in ~~connection with~~ the ~~securitizations~~two atmatters ~~issue~~was approximately in$263 ~~that trial~~million. On ~~May 23~~February 11, 2014, ~~plaintiff and~~ the ~~defendants~~parties inentered ~~the~~into ~~bellwether~~an ~~trial~~agreement ~~filed~~to ~~motions~~settle ~~for~~the ~~summary adjudication~~litigation. On ~~October 15~~February 20, 2014, ~~these motions were denied. On December 29, 2014 and January 13, 2015,~~ the ~~defendants in the bellwether trial informed the~~ court ~~that~~dismissed ~~they had reached a settlement in principle with plaintiff. At December 25, 2014,~~ the ~~current unpaid balance of the mortgage pass-through certificates at issue in these cases was approximately $283 million, and the certificates had incurred actual losses of approximately $7 million~~action. ~~Based~~ ~~on currently available information, MS&Co. believes it could~~

-On 43October 25, -2010, MS&Co., certain affiliates and Pinnacle Performance Limited, a special purpose vehicle (“SPV”), were named as defendants in a purported class action in the United States District Court for the Southern District of New York (“SDNY”), styled Ge Dandong, et al. v. Pinnacle Performance Ltd., et al. On January 31, 2014, the plaintiffs in the action, which related to securities issued by the SPV in Singapore, filed a second amended complaint, which asserted common law claims of fraud, aiding and abetting fraud, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of the implied covenant of good faith and fair dealing. On July 17, 2014, the parties reached an agreement to settle the litigation, which received final court approval on July 2, 2015.

~~incur~~23 a loss for this action up to the difference between the $283 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.

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

-On 44July 5, 2011, Allstate Insurance Company and certain of its affiliated entities filed a complaint against MS&Co. in the Supreme Court of NY, styled Allstate Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on September 9, 2011, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued and/or sold to the plaintiffs by MS&Co. was approximately $104 million. The complaint raised common law claims of fraud, fraudulent inducement, aiding and abetting fraud, and negligent misrepresentation and seeks, among other things, compensatory and/or recessionary damages associated with the plaintiffs’ purchases of such certificates. On March 15, 2013, the court denied in substantial part the defendants’ motion to dismiss the amended complaint, which order MS&Co. appealed on April 11, 2013. On May 3, 2013, MS&Co. filed its answer to the amended complaint. On January 16, 2015, the parties reached an agreement to settle the litigation.

On ~~October~~July 1518, ~~2010~~2011, the ~~Federal~~Western ~~Home~~and ~~Loan~~Southern ~~Bank~~Life ofInsurance ~~Chicago~~Company and certain affiliated companies filed a complaint against MS&Co. and other defendants in the ~~Circuit~~ Court of ~~the~~Common ~~State~~Pleas ofin ~~Illinois~~Ohio, styled ~~Federal~~Western ~~Home~~and ~~Loan~~Southern ~~Bank~~Life ~~of Chicago~~ Insurance Company, et al. v. ~~Bank~~ ofMorgan ~~America~~Stanley ~~Funding~~Mortgage ~~Corporation~~ Capital Inc., et al. An ~~A corrected~~ amended complaint was filed on April 8 2, ~~2011. The~~2012 and ~~corrected amended complaint~~ alleges that defendants made untrue statements and material omissions in the sale to ~~plaintiff~~plaintiffs of a ~~number~~certain of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans ~~and asserts claims under Illinois law~~. The ~~total~~ amount of ~~certificates~~the certificates allegedly sold to ~~plaintiff~~plaintiffs by MS&Co. ~~at issue in the action~~ was approximately $~~203~~153 million. ~~The complaint seeks, among other things,~~ toOn ~~rescind~~June ~~the plaintiff’s purchase of such certificates. The defendants filed a motion to dismiss the corrected amended complaint on May 27~~8, ~~2011~~2015, ~~which was denied on September 19, 2012. On December 13, 2013,~~ the ~~court~~parties ~~entered~~reached an ~~order~~agreement ~~dismissing all claims related~~ to ~~one~~settle of the ~~securitizations at issue~~litigation. ~~After~~ that dismissal, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $54 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 $54 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

-On 45September 2, 2011, the Federal Housing Finance Agency (“FHFA”), as conservator for Fannie Mae and Freddie Mac, filed 17 complaints against numerous financial services companies, including MS&Co. and certain affiliates. A complaint against MS&Co. and certain affiliates and other defendants was filed in the Supreme Court of NY, styled Federal Housing Finance Agency, as Conservator v. Morgan Stanley et al. The complaint alleges that defendants made untrue statements and material omissions in connection with the sale to Fannie Mae and Freddie Mac of residential mortgage pass-through certificates with an original unpaid balance of approximately $11 billion. The complaint raised claims under federal and state securities laws and common law and seeks, among other things, rescission and compensatory and punitive damages. On February 7, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

On ~~July~~April 1825, ~~2011~~2012, ~~the~~Metropolitan ~~Western and Southern~~ Life Insurance Company and certain ~~affiliated~~affiliates ~~companies~~ filed a complaint against MS&Co. and ~~other~~certain ~~defendants~~ affiliates in the Supreme Court of ~~Common Pleas in Ohio~~NY, styled ~~Western~~Metropolitan ~~and Southern~~ Life Insurance Company, et al. v. Morgan Stanley ~~Mortgage Capital Inc.~~, et al. An amended complaint was filed on ~~April~~June 229, 2012, and alleges that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of ~~the~~ certificates allegedly ~~sold~~sponsored, tounderwritten, ~~plaintiffs~~and/or sold by MS&Co. was approximately $~~153~~758 million. The amended complaint ~~raises~~raised ~~claims~~common ~~under the~~law ~~Ohio~~claims ~~Securities~~of ~~Act~~fraud, ~~federal~~fraudulent ~~securities laws~~inducement, and ~~common~~aiding ~~law~~and abetting fraud and seeks, among other things, ~~to rescind the plaintiffs’ purchases of such certificates. On May 21~~rescission, ~~2012~~compensatory, ~~the~~and/or ~~Morgan~~rescissionary ~~Stanley defendants filed a motion to dismiss the amended complaint~~damages, ~~which~~as ~~was~~well ~~denied~~as ~~on August 3~~punitive damages, ~~2012.~~associated ~~MS&Co.~~with ~~filed its answer on August 17, 2012. MS&Co. filed a motion for summary judgment on January 20, 2015. Trial is currently scheduled to begin in July 2015. At December 25, 2014,~~ the ~~current~~plaintiffs’ ~~unpaid~~purchases ~~balance~~ of ~~the~~such ~~mortgage pass-through~~ certificates. atOn ~~issue in this action was approximately $110 million~~April 11, ~~and the certificates had incurred actual losses of approximately $2 million. Based on currently available information~~2014, ~~MS&Co. believes it could incur a loss in this action up to~~ the ~~difference~~parties ~~between~~entered ~~the~~into ~~$110 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of~~ a ~~judgment~~settlement ~~against MS&Co~~agreement., ~~or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to an offset for interest received by the plaintiff prior to a judgment.~~

-On 46April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Superior Court of the State of New Jersey, styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. was approximately $1.073 billion. The amended complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On January 8, 2016, the parties reached an agreement to settle the litigation.

OnIn ~~November~~re 4,Morgan ~~2011,~~Stanley ~~the~~Mortgage ~~FDIC,~~Pass-Through asCertificates ~~receiver for Franklin Bank S.S.B.~~Litigation, ~~filed~~which ~~two~~had ~~complaints~~been ~~against~~pending ~~MS&Co.~~ in the ~~District~~SDNY, ~~Court of the State of Texas. Each~~ was ~~styled~~a ~~Federal~~putative ~~Deposit~~class action ~~Insurance~~involving ~~Corporation~~allegations asthat, ~~Receiver~~among ~~for~~other ~~Franklin Bank~~things, ~~S.S.B.~~the v.registration ~~Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue~~ statements and ~~material~~offering ~~omissions~~documents inrelated ~~connection~~to ~~with~~ the ~~sale~~offerings ~~to plaintiff~~ of certain mortgage pass-through certificates ~~backed~~in by2006 ~~securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten~~ and ~~sold~~2007 tocontained ~~plaintiff~~false ~~by MS&Co. in these cases was approximately $67 million~~ and ~~$35~~misleading ~~million,~~information ~~respectively. The complaints each raised claims under both federal securities law and~~ concerning the ~~Texas~~pools ~~Securities~~of ~~Act~~residential ~~and~~loans ~~each~~that ~~seeks,~~backed ~~among~~these ~~other things, compensatory damages associated with plaintiff’s purchase of such certificates~~securitizations. On ~~June 7~~December 18, ~~2012~~2014, the ~~two~~parties’ ~~cases~~agreement were consolidated. MS&Co. filed a motion for summary judgment and special exceptions, which was denied in substantial part on April 26, 2013. The FDIC filed a second amended consolidated complaint on May 3, 2013. MS&Co. filed a motion for leave to ~~file~~settle anthe ~~interlocutory~~litigation ~~appeal~~received asfinal ~~to the~~ court’s ~~order~~approval, ~~denying its motion for summary judgment~~ and ~~special exceptions, which was denied~~ on ~~August 1~~December 19, ~~2013. On October 7,~~ 2014, the court ~~denied~~entered ~~MS&Co.’s~~an ~~motion for reconsideration of the court’s~~ order ~~denying~~dismissing ~~its motion for summary judgment and special exceptions and granted its motion for reconsideration of~~ the ~~court’s order denying leave to file an interlocutory appeal~~ action. On November 21, 2014, MS&Co. filed a motion for summary judgment, which was denied on February 10, 2015. The Texas Fourteenth Court of Appeals denied Morgan Stanley’s petition for interlocutory appeal on November 25, 2014. Trial is currently scheduled to begin in July 2015.

-24 ~~47 -~~

OnTable April 25, 2012, The Prudential Insurance Company of America and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Superior Court of the State of New Jersey, styled The Prudential Insurance Company of America, et al. v. Morgan Stanley, et al. On October 16, 2012, plaintiffs filed an amended complaint. The amended complaint alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. is approximately $1.073 billion. The amended complaint raises claims under the New Jersey Uniform Securities Law, as well as common law claims of negligent misrepresentation, fraud, fraudulent inducement, equitable fraud, aiding and abetting fraud, and violations of the New Jersey RICO statute, and includes a claim for treble damages. On March 15, 2013, the court denied the defendants’ motion to dismiss the amended complaint. On January 2, 2015, the court denied defendants’ renewed motion to dismiss the amended complaint. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $605 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 $605 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.Contents

-On 48November 4, 2011, the Federal Deposit Insurance Corporation (“FDIC”), as receiver for Franklin Bank S.S.B, filed two complaints against MS&Co. in the District Court of the State of Texas. Each was styled Federal Deposit Insurance Corporation as Receiver for Franklin Bank, S.S.B v. Morgan Stanley & Company LLC F/K/A Morgan Stanley & Co. Inc. and alleged that MS&Co. made untrue statements and material omissions in connection with the sale to plaintiff of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly underwritten and sold to plaintiff by MS&Co. in these cases was approximately $67 million and $35 million, respectively. On July 2, 2015, the parties reached an agreement to settle the litigation.

On ~~April 20~~February 14, ~~2011~~2013, ~~the Federal Home Loan~~ Bank ofHapoalim ~~Boston~~B.M. filed a complaint against MS&Co. and ~~other~~certain ~~defendants~~affiliates in the ~~Superior~~Supreme Court of ~~the~~NY, ~~Commonwealth of Massachusetts~~ styled ~~Federal Home Loan~~ Bank ofHapoalim ~~Boston~~B.M. v. ~~Ally~~Morgan ~~Financial,~~Stanley ~~Inc. F/K/A GMAC LLC~~ et al. The ~~An amended~~ complaint ~~was filed on June 29, 2012 and~~ alleges that defendants made ~~untrue~~material ~~statements~~misrepresentations and ~~material~~ 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 ~~issued~~sponsored, byunderwritten ~~MS&Co.~~ and/or sold ~~to plaintiff~~ by MS&Co. to plaintiff was approximately $~~385~~141 million. The amended complaint raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On ~~May 26~~July 28, ~~2011~~2015, ~~defendants removed~~ the parties ~~case~~reached toan ~~the~~agreement ~~United States District Court for the District of Massachusetts. On October 11, 2012, defendants filed motions~~ to ~~dismiss~~settle the ~~amended complaint~~litigation, ~~which were granted in part~~ and ~~denied in part~~ on ~~September 30~~August 12, ~~2013. The defendants filed an answer to the amended complaint on December 16~~2015, ~~2013. Plaintiff has voluntarily dismissed its claims against MS&Co. with respect to two of~~ the ~~securitizations at issue, such that the remaining amount of certificates allegedly issued by MS&Co. or sold to~~ plaintiff byfiled MS&Co. is approximately $358 million. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $65 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a ~~loss~~stipulation ~~in this action up to the difference between the $65 million unpaid balance~~ of ~~these~~discontinuance ~~certificates~~with ~~(plus any losses incurred) and their fair market value at the time of a judgment against MS&Co~~prejudice., ~~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~~

-On 49September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the SDNY. The complaint alleged that defendants made untrue statements of material fact or omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiffs in the matter was approximately $417 million. The complaint alleged violations of federal and various state securities laws and sought, among other things, rescissionary and compensatory damages. On November 23, 2015, the parties reached an agreement to settle the matter.

On September 16, 2014, the Virginia Attorney General’s Office filed a civil lawsuit, styled Commonwealth of Virginia ex rel. Integra REC LLC v. Barclays Capital Inc., et al., against MS&Co. and several other defendants in the Circuit Court of the City of Richmond related to anRMBS. ~~offset~~The ~~for~~lawsuit ~~interest~~alleged ~~received~~that MS&Co. and the other defendants knowingly made misrepresentations and omissions related to the loans backing RMBS purchased by the ~~plaintiff~~Virginia ~~prior~~Retirement System. The complaint asserts claims under the Virginia Fraud Against Taxpayers Act, as well as common law claims of actual and constructive fraud, and seeks, among other things, treble damages and civil penalties. On January 6, 2016, the parties reached an agreement to asettle ~~judgment~~the litigation. An order dismissing the action with prejudice was entered on January 28, 2016.

OnAdditional ~~February 14,~~lawsuits ~~2013,~~containing ~~Bank~~claims ~~Hapoalim~~similar ~~B.M.~~to ~~filed~~those adescribed ~~complaint~~above ~~against~~may ~~MS&Co.~~be ~~and~~filed ~~certain affiliates~~ in the ~~Supreme Court of NY, styled Bank Hapoalim B~~future.M. v.In ~~Morgan Stanley et al. The complaint alleges that defendants made material misrepresentations and omissions in~~ the ~~sale~~course ~~to plaintiff~~ of ~~certain~~its ~~mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored~~business, ~~underwritten and/or sold by~~ MS&Co., as toa ~~plaintiff~~major ~~was~~futures ~~approximately~~commission ~~$141 million. The complaint alleges causes of action against MS&Co. for common law fraud~~merchant, ~~fraudulent~~is ~~concealment,~~party ~~aiding~~to ~~and~~various ~~abetting~~civil ~~fraud~~actions, ~~and~~claims ~~negligent misrepresentation,~~ and ~~seeks,~~routine ~~among~~regulatory ~~other~~investigations ~~things, compensatory~~ and ~~punitive~~proceedings ~~damages.~~that ~~On April 22, 2014,~~ the ~~defendants’~~General ~~motion~~Partner tobelieves ~~dismiss~~do ~~was~~not ~~denied~~have ina ~~substantial~~material ~~part.~~effect Onon ~~August 29, 2014, MS&Co. filed its answer to~~ the ~~complaint,~~business ~~and~~of ~~on September 18, 2014,~~ MS&Co. filed a notice of appeal from the ruling denying defendants’ motion to dismiss. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $72 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. ~~believes~~may establish itreserves ~~could~~from ~~incur~~time ~~a loss in this action up~~ to ~~the difference between the $72 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the~~ time ofin aconnections ~~judgment~~with ~~against~~such ~~MS&Co~~actions., ~~or upon sale, plus pre- and post-judgment interest, fees and costs.~~

-Item 4. 50MINE -SAFETY DISCLOSURES

OnNot ~~May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al~~applicable. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff was approximately $694 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court denied the defendants’ motion to dismiss the case. On July 10, 2014, MS&Co. filed a renewed motion to dismiss with respect to two certificates at issue in the case. On August 4, 2014, claims regarding two certificates were dismissed by stipulation. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $644 million. On October 13, 2014, MS&Co. filed its answer to the complaint. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $294 million, and the certificates had incurred actual losses of approximately $79 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $294 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.

-25 ~~51 -~~

OnTable September 23, 2013, the plaintiff in National Credit Union Administration Board v. Morgan Stanley & Co. Inc., et al. filed a complaint against MS&Co. and certain affiliates in the United States District Court for the Southern District of New York. The complaint alleges that defendants made untrue statements of material fact or omitted to state material facts in the sale to the plaintiff of certain mortgage pass-through certificates issued by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to the plaintiff was approximately $417 million. The complaint alleges causes of action against MS&Co. for violations of Section 11 and Section 12(a)(2) of the Securities Act, violations of the Texas Securities Act, and violations of the Illinois Securities Law of 1953 and seeks, among other things, rescissory and compensatory damages. The defendants filed a motion to dismiss the complaint on November 13, 2013. On January 22, 2014 the court granted defendants’ motion to dismiss with respect to claims arising under the Securities Act and denied defendants’ motion to dismiss with respect to claims arising under Texas Securities Act and the Illinois Securities Law of 1953. On November 17, 2014, the plaintiff filed an amended complaint. On December 15, 2014, defendants answered the amended complaint. At December 25, 2014, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $208 million, and the certificates had incurred actual losses of $27 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $208 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.Contents

-PART 52II -

~~Additional lawsuits containing claims similar to those described above may be filed in the future~~Item 5. In ~~the~~MARKET ~~course~~FOR ofREGISTRANT’S ~~its~~COMMON ~~business~~EQUITY, ~~MS&Co.,~~RELATED asSTOCKHOLDER aMATTERS ~~major~~AND ~~futures~~ISSUER ~~commission~~PURCHASES ~~merchant,~~OF isEQUITY SECURITIES 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.

~~Item~~(a) 4Market Information. ~~MINE~~ ~~SAFETY~~The ~~DISCLOSURES~~Partnership has issued no stock. There is no established public trading market for Units of the Partnership.

~~Not~~(b) ~~applicable~~Holders. The number of holders of Units at February 29, 2016, was approximately 843.

-(c) 53Distributions. -No distributions have been made by the Partnership since it commenced trading operations on March 1, 1999. Ceres has sole discretion to decide what distributions, if any, shall be made to investors in the Partnership. Ceres currently does not intend to make any distributions of the Partnership’s profits.

~~PART~~26 II

ItemTable 5.of MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESContents

~~(a) Market Information~~Item 6. ~~The~~ ~~Partnership~~SELECTED ~~has~~FINANCIAL ~~issued~~DATA ~~no stock. There is no established public trading market for Units of the Partnership.~~

Total trading results, interest income, total expenses, net income (bloss) ~~Holders. The~~ ~~number~~and ofnet ~~holders~~income of(loss) ~~Units~~per atUnit ~~February~~for 28the years ended December 31, 2015, 2014, 2013, 2012 and 2011 and net asset value per Unit and total assets as of December 31, 2015, ~~was~~2014, ~~approximately~~2013, ~~965.~~2012 and 2011 were as follows:

(c) Distributions. No distributions have been made by the Partnership since it commenced trading operations on March 1, 1999. Ceres has sole discretion to decide what distributions, if any, shall be made to investors in the Partnership. Ceres currently does not intend to make any distributions of the Partnership’s profits.


	2015			2014			2013			2012			2011
Total trading results	$	1,445,721		$	7,825,895		$	5,869,664		$	(1,920,363	)	$	7,092,501

Interest income		6,832			6,237			22,276			41,509			31,131

Total expenses		(2,119,267	)		(2,673,260	)		(2,989,991	)		(4,384,742	)		(5,854,247	)


Net income (loss)	$	(666,714	)	$	5,158,872		$	2,901,949		$	(6,263,596	)	$	1,269,385


Net income (loss) per Unit	$	(0.34	)	$	2.32		$	0.85		$	(1.25	)	$	0.20


Net asset value per Unit	$	14.20		$	14.54		$	12.22		$	11.37		$	12.62


Total assets	$	27,714,068		$	31,718,953		$	38,422,026		$	45,877,694		$	72,942,543

-27 ~~54 -~~

ItemTable 6. SELECTEDof FINANCIAL DATA (in dollars)Contents

~~For~~Item 7. ~~the~~MANAGEMENT’S ~~Years~~DISCUSSION ~~Ended~~AND ~~December~~ANALYSIS ~~31,~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	2014	2013	2012	2011	2010
	$	$	$	$	$
Total Trading Results
including interest income	7,832,132	5,891,940	(1,878,854)	7,123,632	14,284,661
Net Income (Loss)	5,158,872	2,901,949	(6,263,596)	1,269,385	7,210,501
Net Income (Loss) Per
Unit (Limited & General
Partners)	2.32	0.85	(1.25)	0.20	0.98
Total Assets	31,718,953	38,422,026	45,877,694	72,942,543	83,414,135
Total Limited Partners’
Capital	30,958,035	36,905,030	43,017,920	68,640,922	79,881,815
Net Asset Value Per Unit	14.54	12.22	11.37	12.62	12.42

As of December 31, 2015, the percentage of assets allocated to each market sector was approximately as follows: Interest Rate 13.8%; Currency 40.4%; Equity 20.6%; and Commodity 25.2%.

-Liquidity. 55The Partnership deposits its assets with MS&Co. as its clearing commodity broker in separate futures, forward and options trading accounts established for the Trading Advisor. Such assets are used as margin to engage in trading and may be used as margin solely for the Partnership’s trading. The assets are held either in non-interest bearing bank accounts or in securities and instruments permitted by the CFTC for investment of customer segregated or secured funds. Since the Partnership’s sole purpose is to trade in futures, forwards and options, it is expected that the Partnership will continue to own such liquid assets for margin purposes.

~~Item~~The 7Partnership’s investment in futures, forwards and options may, from time to time, be illiquid. ~~MANAGEMENT'~~Most U.S. ~~DISCUSSION~~futures ~~AND~~exchanges ~~ANALYSIS~~limit fluctuations OFin ~~FINANCIAL~~prices ~~CONDITION~~during ~~AND~~a ~~RESULTS~~single OFday ~~OPERATIONS~~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.

AsThere ofis ~~December~~no ~~31,~~limitation ~~2014~~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 ~~percentage~~Partnership offrom ~~assets~~trading ~~allocated~~in topotentially ~~each~~profitable ~~market~~markets ~~sector~~or ~~was~~prevent ~~approximately~~the asPartnership ~~follows:~~from ~~Interest~~promptly ~~Rate~~liquidating ~~23.42%;~~unfavorable ~~Currency~~positions 30in such markets, subjecting it to substantial losses.~~52%;~~ ~~Equity~~Either 26of these market conditions could result in restrictions on redemptions.~~03%;~~ ~~and~~For ~~Commodity~~the 20periods covered by this report, illiquidity has not materially affected the Partnership’s assets.~~03%.~~

~~Liquidity. The~~There ~~Partnership~~are ~~deposits~~no ~~its~~known ~~assets~~material ~~with~~trends, ~~MS&Co.~~demands, ascommitments, ~~clearing commodity broker in separate futures~~events, ~~forwards~~or ~~and~~uncertainties ~~options~~at ~~trading accounts established for~~ the ~~Trading~~present ~~Advisor. Such~~time ~~assets~~that are ~~used~~reasonably aslikely ~~margin~~ to ~~engage~~result in ~~trading and may be used as margin solely for~~ the Partnership’s ~~trading. The~~liquidity ~~assets~~increasing ~~are held either in non-interest bearing bank accounts~~ or indecreasing ~~securities and instruments permitted by the CFTC for investment of customer segregated or secured funds. Since the Partnership’s sole purpose is to trade~~ in ~~futures,~~any ~~forwards~~material ~~and options, it is expected that the Partnership will continue to own such liquid assets for margin purposes~~way.

Capital Resources. The Partnership’s ~~investment~~does not ~~in futures~~have, ~~forwards~~nor ~~and~~does ~~options~~it ~~may,~~expect ~~from time~~ to ~~time~~have, beany ~~illiquid. Most~~capital Uassets.S. ~~futures~~The ~~exchanges~~Partnership’s ~~limit~~only ~~fluctuations~~assets inare ~~prices~~interest ~~during~~receivable aand ~~single~~its ~~trading~~equity ~~day~~in bytrading ~~regulations~~account, ~~referred~~consisting toof as(a) ~~“daily~~cash ~~price~~on ~~fluctuations~~deposit ~~limits”~~with ~~or “daily limits”~~MS&Co. ~~Trades~~, ~~may~~a ~~not~~portion beof ~~executed~~which atis ~~prices~~to ~~beyond~~be ~~the~~used ~~daily~~as ~~limit. If~~margin ~~the price~~ for trading, a(b) ~~particular~~net ~~futures~~unrealized gains or ~~options~~losses ~~contract~~on ~~has~~futures ~~increased~~and orforward ~~decreased~~contracts, bywhich anis ~~amount~~calculated ~~equal~~as to the ~~daily~~difference ~~limit,~~between ~~positions~~the inoriginal ~~that futures or options~~ contract ~~can~~value ~~neither~~and befair ~~taken~~value ~~nor~~and ~~liquidated~~(c) ~~unless~~U.S. ~~traders~~Treasury ~~are~~bills, ~~willing~~at tofair ~~effect~~value. ~~trades~~Redemptions atof orUnits ~~within~~in the ~~limit. Futures~~future will ~~prices~~affect ~~have~~the ~~occasionally~~amount ~~moved~~of ~~the~~funds ~~daily~~available ~~limit~~ for ~~several~~investments ~~consecutive~~in ~~days~~futures, ~~with~~forwards ~~little~~and oroptions noin ~~trading~~subsequent periods. ~~These~~ ~~market~~It ~~conditions~~is ~~could~~not ~~prevent~~possible ~~the~~to ~~Partnership~~estimate ~~from~~the ~~promptly~~amount, ~~liquidating~~and ~~its~~therefore ~~futures~~the orimpact, ~~options~~of ~~contracts~~future ~~and~~outflows ~~result~~of ~~in restrictions on redemptions~~Units.

-There 56are -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.

~~There~~28 is no limitation on daily price moves 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.

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

~~Capital~~Results ~~Resources. The Partnership does not have, nor does it expect to have, any capital assets. Redemptions~~ of ~~Units~~Operations in the future will affect the amount of funds available for investments in futures, forwards and options in subsequent periods. It is not possible to estimate the amount, and therefore the impact, of future outflows of Units.

~~There~~General. The ~~are~~Partnership’s noresults ~~known~~depend ~~material~~on ~~trends,~~the ~~favorable~~Trading orAdvisor ~~unfavorable,~~and ~~that~~the ~~would~~ability ~~affect,~~of ~~nor~~the ~~any~~Trading ~~expected~~Advisor’s ~~material~~trading program ~~changes~~ to, ~~the~~take ~~Partnership’s~~advantage ~~capital~~of ~~resource~~price ~~arrangements~~movements atin the ~~present~~futures, ~~time~~forwards and options markets.

~~Results~~The ofTrading ~~Operations~~Advisor trades the Partnership’s assets in accordance with its Winton Futures Program (formerly, the Winton Diversified Program, as applied without equities), a proprietary, systematic trading system. The Winton Futures Program trades approximately 95 futures and forward contracts on U.S. and non-U.S. exchanges and markets.

~~General.~~ The ~~Partnership’s~~Trading ~~results~~Advisor ~~depend~~employs ona fully systematic, computerized, technical, trend-following trading system developed by its principals. This system tracks the ~~Trading~~daily ~~Advisor~~price ~~and~~movements from these markets around the ~~ability~~world, ofand carries out certain computations to determine each day how long or short the ~~Trading~~portfolio ~~Advisor’s~~should ~~trading~~be ~~program~~in an attempt to ~~take~~maximize ~~advantage~~profit within a certain range of ~~price~~risk. ~~movements~~If rising prices in ~~the~~a ~~futures~~particular market are anticipated, ~~forwards~~a ~~and~~long ~~options~~position ~~markets~~will be established in that market; if prices in a particular market are expected to fall, a short position in that market will be established.

-The 57following -presents a summary of the Partnership’s operations for each of the three years in the period ended December 31, 2015 and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisor trades in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisor or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisor’s trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

The ~~Trading~~Partnership’s ~~Advisor~~results ~~trades~~of operations set forth in the ~~Partnership’s~~financial ~~assets~~statements are prepared in accordance with ~~its~~accounting ~~Winton~~principles generally ~~Futures~~accepted ~~Program~~in the United States of America (~~formerly~~“GAAP”), which require the ~~Winton~~use ~~Diversified~~of ~~Program~~certain accounting policies that affect the amounts reported in these financial statements, including the following: the contracts the Partnership trades are accounted for on a trade-date basis and marked to market on a daily basis. The difference between their original contract value and market value is recorded on the Statements of Income and Expenses as ~~applied~~“Net ~~without~~change ~~equity~~in unrealized” trading profit (loss), aon ~~proprietary~~open contracts, ~~systematic~~and recorded as “Net realized trading ~~system~~profit (loss)” when open positions are closed out. The ~~Diversified~~sum ~~Program~~of ~~trades~~these ~~approximately~~amounts 95constitutes the Partnership’s trading results. The market value of a futures ~~and~~contract is the settlement price on the exchange on which that futures contract is traded on a particular day. The fair value of a foreign currency forward ~~contracts~~contract is extrapolated on Ua forward basis from the spot prices quoted as of approximately 3:00 P.SM. (E.T.), ~~and~~the ~~non-U~~close of the business day.S. ~~exchanges~~Interest income, as well as management fees, incentive fees, brokerage fees, General Partner fees and ~~markets~~ongoing placement agent fees of the Partnership are recorded on an accrual basis.

The ~~Trading~~General ~~Advisor~~Partner ~~employs~~believes ~~a fully systematic~~that, ~~computerized,~~based ~~technical,~~on ~~trend-following~~the ~~trading~~nature ~~system~~of ~~developed by its principals. This system tracks~~ the ~~daily~~operations ~~price~~of ~~movements from these markets around~~ the ~~world~~Partnership, ~~and~~no ~~carries~~assumptions ~~out~~relating ~~certain computations~~ to ~~determine each day how long or short~~ the ~~portfolio~~application ~~should be in an attempt to maximize profit within a certain range~~ of critical ~~risk. If~~accounting ~~rising~~policies ~~prices~~other inthan athose ~~particular~~presently ~~market~~used ~~are~~could ~~anticipated,~~reasonably aaffect ~~long~~reported ~~position will be established in that market; if prices in a particular market are expected to fall, a short position in that market will be established~~amounts.

~~The~~29 following presents a summary of the Partnership’s operations for each of the three years in the period ended December 31, 2014 and a general discussion of its trading activities during each period. It is important to note, however, that the Trading Advisor trades in various markets at different times and that prior activity in a particular market does not mean that such market will be actively traded by the Trading Advisor or will be profitable in the future. Consequently, the results of operations of the Partnership are difficult to discuss other than in the context of the Trading Advisor’s trading activities on behalf of the Partnership during the period in question. Past performance is no guarantee of future results.

-Table 58of -Contents

The Partnership’s ~~results~~recorded oftotal ~~operations~~trading ~~set~~results ~~forth~~including ininterest ~~the~~income ~~financial~~totaling ~~statements~~$1,452,553 ~~are~~and expenses ~~prepared~~totaling in$2,119,267, ~~accordance~~resulting ~~with accounting principles generally accepted~~ in ~~the~~a ~~United~~net ~~States~~loss of ~~America~~$666,714 ~~(“U.S.~~for ~~GAAP”) which requires~~ the ~~use~~year ofended ~~certain accounting policies that affect the amounts reported in these financial statements~~December 31, ~~including~~2015. ~~the~~The ~~following: the contracts the~~ Partnership’s ~~trades~~net ~~are~~asset ~~accounted~~value ~~for~~per onUnit adecreased ~~trade-date~~from ~~basis~~$14.54 ~~and~~at ~~marked~~December 31, 2014 to ~~market~~$14.20 onat aDecember 31, ~~daily basis~~2015. ~~The~~Total redemptions ~~difference~~for ~~between their original contract value and market value is recorded on~~ the ~~Statements~~year ofwere ~~Income and Expenses as “Net change in unrealized trading profit (loss)” for open contracts~~$3,264,178, and ~~recorded as “Net realized trading profit (loss)” when open positions are closed out. The sum of these amounts constitutes~~ the Partnership’s ~~trading~~ending ~~results. The~~capital ~~market~~was ~~value~~$27,387,297 ofat aDecember 31, ~~futures~~2015, ~~contract is the settlement price on the exchange on which that futures contract is traded on~~ a ~~particular~~decrease ~~day. The value~~ of a$3,930,892 ~~foreign~~from ~~currency forward contract is based on~~ the ~~spot~~ending ~~rate~~capital as of ~~approximately 3:00 P.M. (E.T.)~~$31, ~~the close of the business day. Interest income~~318,189 asat ~~well as management fees~~December 31, ~~incentive fees and brokerage fees, of the Partnership are recorded on an accrual basis~~2014.

~~Ceres~~During ~~believes~~the year, the Partnership posted a loss in net asset value per Unit as trading profits in the energy, global interest rate, metals, and agricultural markets were offset by trading losses in the global stock index and currency sectors. The most significant losses were incurred within the global stock index markets during August from long positions in U.S., European and Asian equity index futures as prices fell sharply amid concern that a slowdown in Chinese economic growth would adversely affect the global economy. Additional losses in this sector were experienced during June from long positions in European, ~~based~~U.S. and Asian equity index futures as prices declined as concerns over Greece’s efforts to avoid a default weighed on global financial markets. Within the ~~nature~~currency sector, losses were recorded during August from short positions in the euro and Japanese yen versus the U.S. dollar as the value of the ~~operations~~U.S. dollar declined as fears over a hard landing in China and its impact on global growth outlook pushed back expectations for a U.S. Federal Reserve rate hike at the September FOMC meeting. Additional losses in this sector were recorded during April from short positions in the euro versus the U.S. dollar after the relative value of the dollar slumped following the release of lower-than-expected first quarter Gross Domestic Product totals in the U.S. Losses in the currency sector were also incurred during December from short positions in the euro and Swiss franc versus the U.S. dollar as the relative values of these European currencies reversed higher early in the month after the scale of the European Central Bank’s stimulus measures disappointed investors. The Partnership’s trading losses for the year were offset by trading gains achieved within the energy markets during November and December from short positions in crude oil and it related products as prices weakened as the OPEC nations added to a growing global supply glut by failing to agree on production cuts. Gains within the energies were also experienced during July and September from short positions in crude oil and its related products as prices dropped as record production in the U.S. and Middle East boosted global supplies. Within the global interest rate markets, nogains ~~assumptions~~were ~~relating~~recorded during January from long positions in European fixed income futures as prices advanced on increased speculation that slow growth in Eurozone economies would spur the European Central Bank to increase its quantitative easing measures. Additional gains were experienced during January from long positions in U.S. Treasury note and Treasury bond futures as prices climbed higher over investor concern that record crude oil inventories could dampen inflation projections in the ~~application~~U.S. Gains were also recorded in this sector during September from long positions in European and U.S. fixed income futures. Within the metals markets, gains were achieved primarily during July from short positions in gold and silver futures as prices fell as a strengthening U.S. dollar curbed demand for precious metals as a store of ~~critical~~value. ~~accounting~~Additional ~~policies~~gains ~~other~~in ~~than~~this ~~those~~sector ~~presently~~were ~~used~~recorded ~~could~~during ~~reasonably~~July ~~affect~~from ~~reported~~short ~~amounts~~positions in copper futures as prices declined amid investor concern of slowing demand from China. Within the agricultural complex, gains were achieved during November from short positions in corn and wheat futures as prices weakened following the release of U.S. government forecasts which predicted that global grain inventories will reach record levels in 2016. Gains within the agricultural complex were also recorded during September from short positions in cattle futures as prices moved lower on signs of weaker-than-expected beef demand amid increased supplies.

~~The~~30 Partnership recorded total trading results including interest income totaling $7,832,132 and expenses totaling $2,673,260, resulting in net income of $5,158,872 for the year ended December 31, 2014. The Partnership’s net asset value per Unit increased from $12.22 at December 31, 2013, to $14.54 at December 31, 2014. Total redemptions for the year were $11,236,493, and the Partnership’s ending capital was

-Table 59of -Contents

The Partnership recorded total trading results including interest income totaling $7,832,132 and expenses totaling $2,673,260, resulting in net income of $5,158,872 for the year ended December 31, 2014. The Partnership’s net asset value per Unit increased from $12.22 at December 31, 2013 to $14.54 at December 31, 2014. Total redemptions for the year were $11,236,493, and the Partnership’s ending capital was $31,318,189 at December 31, 2014, a decrease of $6,077,621 from the ending capital ~~at December 31, 2013,~~ of $37,395,810 at December 31, 2013.

During the year, the Partnership posted a gain in net asset value per Unit as trading profits in the global interest rate, energy, and currency markets more than offset losses in the agricultural, global stock index, and metals markets. The most significant gains were achieved within the global interest rate sector during August from long positions in European fixed income futures as prices advanced over investor speculation that the European Central Bank would continue stimulus measures after reports showed euro-area manufacturing expanded less than previously estimated during July. Additional gains during August were experienced from long positions in U.S. fixed income futures. During October and November, gains were recorded from long positions in European fixed income futures as prices rose as concern over the European economy spurred demand for the relative safety of government debt. Additional gains were achieved during May from long positions in U.S. Treasury bond and Treasury note futures as prices increased amid easing investor concern the U.S. Federal Reserve would raise borrowing costs. Within the energy markets, gains were achieved during September from short positions in crude oil and its related products as prices moved lower on news that fuel inventory levels in the U.S. were higher than previous estimates predicted. Gains were experienced during October, November, and December from short positions in crude oil and its related products as prices declined as U.S. oil production advanced and after the OPEC nations failed to cut output in response to the global supply glut. Additional gains were recorded during January from long positions in natural gas futures as prices advanced after a U.S. government report showed a record drop in U.S. inventories. Within the currency sector, gains were experienced during November from short positions in the Japanese yen versus the U.S. dollar as the relative value of the yen declined after economic indicators showed that Japan’s economy was growing at a slower pace than previously forecast. Additional gains were recorded during February from long positions in the British pound versus the U.S. dollar as the relative value of the pound increased after Bank of England policy makers expressed little concern that the strength of the currency would harm the British economy. During September, gains were achieved from short positions in the euro versus the U.S. dollar as the value of the dollar strengthened amid signs the U.S. economy was outpacing its peers. The Partnership’s gains for the year were partially offset by losses incurred within the agricultural sector during June and July from long positions in corn and soybean futures as prices declined as mild weather throughout much of the Midwest reinforced analysts’ predictions that U.S. grain harvests would reach near record levels in 2014. Within the global stock index sector, losses were recorded during January from long positions in U.S., European and Asian equity index futures as prices declined as economic growth momentum in China weakened and the U.S. Federal Reserve announced measures to further taper its quantitative easing program. Additional losses were experienced during October from long positions in European equity index futures as prices declined amid concern that the region’s central bank will face obstacles in its measures to revive the region’s economy. Within the metals markets, losses were incurred during June from short positions in gold and silver futures as precious metals prices rallied as increased turmoil in the Ukraine and Iraq caused investors to seek the relative safety of the precious metals. During February, losses were incurred from short positions in silver and gold futures as prices moved higher as increased geo-political tensions and discouraging U.S. economic data spurred investor demand.

-31 ~~60 -~~

experiencedTable during November from short positions in the Japanese yen versus the U.S. dollar as the relative value of the yen declined after economic indicators showed Japan’s economy was growing at a slower pace than previously forecast. Additional gains were recorded during February from long positions in the British pound versus the U.S. dollar as the relative value of the pound increased after Bank of England policy makers expressed little concern that the strength of the currency would harm the British economy. During September, gains were achieved from short positions in the euro versus the U.S. dollar as the value of the dollar strengthened amid signs the U.S. economy was outpacing its peers. The Partnership’s gains for the year were partially offset by losses incurred within the agricultural sector during June and July from long positions in corn and soybean futures as prices declined as mild weather throughout much of the Midwest reinforced analysts’ predictions that U.S. grain harvests would reach near record levels in 2014. Within the global stock index sector, losses were recorded during January from long positions in U.S., European, and Asian equity index futures as prices declined as economic growth momentum in China weakened and the U.S. Federal Reserve announced measures to further taper its quantitative easing program. Additional losses were experienced during October from long positions in European equity index futures as prices declined amid concern the region’s central bank will face obstacles in its measures to revive the region’s economy. Within the metals markets, losses were incurred during June from short positions in gold and silver futures as precious metals prices rallied as increased turmoil in the Ukraine and Iraq caused investors to seek the relative safety of the precious metals. During February, losses were incurred from short positions in silver and gold futures as prices moved higher as increased geo-political tensions and discouraging U.S. economic data spurred investor demand.Contents

-The 61Partnership -recorded total trading results including interest income totaling $5,891,940 and expenses totaling $2,989,991, resulting in net income of $2,901,949 for the year ended December 31, 2013. The Partnership’s net asset value per Unit increased from $11.37 at December 31, 2012 to $12.22 at December 31, 2013. Total redemptions for the year were $9,054,428, and the Partnership’s ending capital was $37,395,810 at December 31, 2013, a decrease of $6,152,479 from the ending capital of $43,548,289 at December 31, 2012.

~~The~~During the year, the Partnership ~~recorded~~posted ~~total~~a gain in net asset value per Unit as trading ~~results~~profits ~~including~~in ~~interest~~the ~~income~~global ~~totaling~~stock $5indices,~~891~~ metals,~~940~~ agriculturals and ~~expenses~~currencies ~~totaling~~offset $2losses in the global interest rate and energy sectors. The most significant gains were achieved within the equity index markets as equity prices rose throughout a majority of the year. During January,~~989~~ profits were recorded from long positions in U.S.,~~991~~ European and Asian equity index futures as prices moved higher after German business confidence improved, ~~resulting~~economic reports in ~~net~~the ~~income~~U.S. ofand $2China beat estimates,~~901~~ and a weaker yen boosted Japan’s exports. During April,~~949~~ ~~for~~gains were achieved from long positions in Asian equity index futures as prices rallied during the month as the Bank of Japan reinforced its commitment to reach aggressive inflation and currency devaluation targets. Additional gains in the global stock index sector were recorded during the last four months of the year ~~ended~~from ~~December~~long 31positions in U.S. and European equity index futures as prices reached record levels in the U.S. on investor reaction to the U.S. Federal Reserve Bank continuing its quantitative easing measures unabated. Within the metals markets, ~~2013~~gains were recorded from March through June, and again from September through December. The ~~Partnership’s~~most ~~net~~significant ~~asset~~gains ~~value~~in ~~per~~this ~~Unit~~sector ~~increased~~recorded during June from ~~$11~~short positions in gold and silver futures as prices slumped amid speculation that the U.37S. atFederal ~~December~~Reserve ~~31,~~may ~~2012~~scale back its debt-purchasing program, toeroding ~~$12~~the appeal of the metals as a store of value.22 atAdditional ~~December 31~~gains in metals were recorded from short positions in copper futures. Additional gains were achieved in April from short positions in gold futures as prices declined as positive economic news in the U.S. reduced demand for the precious metal. The Partnership also recorded gains during September from short positions in gold and silver futures, ~~2013~~as prices declined early in the month over renewed investor concern that the U. ~~Total~~S. ~~redemptions~~Federal Reserve would curtail its quantitative easing program, eroding demand for the ~~year~~precious metals. Within the agricultural sector, gains were $9recorded during August from long positions in soybean futures as prices increased as persistent,~~054~~ dry weather in the U.S. Midwest threatened crop yields. Within the currency markets,~~428~~ gains were recorded during January, March, April and from September through December. The most meaningful gains in this sector were recorded during January from a short Japanese yen position versus the U.S. dollar as the Japanese yen reached the weakest level versus the dollar since June 2010 amid speculation that Japanese Prime Minister Shinzo Abe would select a central-bank chief who would expand monetary easing, accelerating the currency’s decline. During December, additional gains within the currency sector were achieved from short positions in the Japanese yen versus the U.S. dollar as the value of the yen fell amid speculation that the Bank of Japan would continue unprecedented stimulus measures, while the U.S. Federal Reserve began to pare quantitative easing amid the U.S. economic recovery. A portion of the Partnership’s ~~ending~~gains ~~capital~~during the year was ~~$37,395,810~~offset atby ~~December~~losses 31incurred within the global interest rate markets, ~~2013~~primarily during May, from long positions in U.S. and European fixed income futures as prices moved lower following a ~~decrease~~positive ofU.S. ~~$6,152,479~~employment report and a rise in German sentiment. Additional losses in the sector were incurred during January from ~~ending~~long ~~capital~~positions atin ~~December~~European 31and U.S. fixed income futures as prices fell amid positive economic reports and after European Central Bank President Mario Draghi said the euro-area economy should gradually recover during 2013. Within the energy markets, ~~2012~~losses were recorded during May through October, as energy prices remained volatile throughout much of ~~$43,548,289~~the middle of 2013. The most notable losses in the energy complex were recorded during July from short positions in crude oil and heating oil futures as prices rallied after reports indicated that the U.S. economy was strengthening.

~~During~~32 the year, the Partnership posted a gain in net asset value per Unit as trading profits in the global stock indices, metals, agriculturals, and currencies offset losses in the global interest rate and energy sectors. The most significant gains were achieved within the equity index markets as equity prices rose throughout a majority of the year. During January, profits were recorded from long positions in U.S., European, and Asian equity index futures as prices moved higher after German business confidence improved, economic reports in the U.S. and China beat estimates, and a weaker yen boosted Japan’s exports. During April, gains were achieved from long positions in Asian equity index futures as prices rallied during the month as the Bank of Japan reinforced its commitment to reach aggressive inflation and currency devaluation targets. Additional gains in the global stock index sector were recorded during the last four months of the year from long positions in U.S. and European equity index futures as prices reached record levels in the U.S. on investor reaction to the U.S. Federal Reserve Bank continuing its

-Table 62of -Contents

~~quantitative~~For ~~easing~~an ~~measures~~analysis ~~unabated. Within~~of ~~the~~unrealized ~~metals markets,~~ gains ~~were recorded from March through June,~~ and ~~again~~losses ~~from~~by ~~September~~contract ~~through~~type ~~December. The most significant gains in this sector recorded during June from short positions in gold~~ and ~~silver~~a ~~futures~~further asdescription ~~prices~~of ~~slumped~~2015 trading ~~amid speculation the U.S. Federal Reserve may scale back its debt-purchasing program~~results, ~~eroding~~refer ~~the~~to ~~appeal of~~ the metals as a store of value. Additional gains in metals were recorded from short positions in copper futures. Additional gains were achieved in April from short positions in gold futures as prices declined as positive economic news in the U.S. reduced demand for the precious metal. The Partnership’s ~~also~~Annual ~~recorded~~Report ~~gains~~to ~~during~~Limited ~~September~~Partners from short positions in gold and silver futures, as prices declined early in the month over renewed investor concern the U.S. Federal Reserve would curtail its quantitative easing program, eroding demand for the ~~precious~~year ~~metals. Within~~ended the agricultural sector, gains were recorded during August from long positions in soybean futures as prices increased as persistent, dry weather in the U.S. Midwest threatened crop yields. Within the currency markets, gains were recorded during January, March, April, and from September through December. The most meaningful gains in this sector were recorded during January from a short Japanese yen position versus the U.S. dollar as the Japanese yen reached the weakest level versus the dollar since June 2010 amid speculation Japanese Prime Minister Shinzo Abe would select a central-bank chief who would expand monetary easing 31, ~~accelerating the currency’s decline. During December~~2015, ~~additional~~which ~~gains~~is ~~within~~incorporated ~~the~~by ~~currency~~reference sector were achieved from short positions in the Japanese yen versus the U.S. dollar as the value of the yen fell amid speculation the Bank of Japan would continue unprecedented stimulus measures, while the U.S. Federal Reserve began to ~~pare~~Exhibit ~~quantitative easing amid the U~~13.S.01 ~~economic recovery. A portion~~ of ~~the~~this ~~Partnership’s~~Form ~~gains during the year was offset by losses incurred within the global interest rate markets, primarily during May, from long positions in U~~10-K.S. ~~and~~

-The 63Partnership’s -gains and losses are allocated among its partners for income tax purposes.

European fixed income futures as prices moved lower following a positive U.S. employment report and a rise in German sentiment. Additional losses in the sector were incurred during January from long positions in European and U.S. fixed income futures as prices fell amid positive economic reports and after European Central Bank President Mario Draghi said the euroOff-~~area~~Balance ~~economy~~Sheet ~~should~~Arrangements gradually recover during 2013. Within the energy markets, losses were recorded during May through October, as energy prices remained volatile throughout much of the middle of 2013. The most notable losses in the energy complex were recorded during July from short positions in crude oil and ~~heating~~Contractual ~~oil futures as prices rallied after reports indicated the U~~Obligations.S. ~~economy was strengthening.~~

The Partnership ~~recorded~~does ~~total~~not ~~trading~~have ~~results~~any ~~including~~off-balance ~~interest~~sheet ~~income totaling $(1~~arrangements,~~878,854)~~ ~~and~~nor ~~expenses~~does ~~totaling~~it ~~$4,384,742,~~have ~~resulting~~contractual inobligations aor ~~net~~commercial ~~loss~~commitments ~~of $6,263,596 for the year ended December 31, 2012. The Partnership’s net asset value per Unit decreased from $12.62 at December 31, 2011,~~ to ~~$11.37~~make future ~~at December 31~~payments, ~~2012. Total~~that ~~redemptions~~would ~~for~~affect ~~the~~its ~~year~~liquidity ~~were~~or ~~$19,736,157, and the Partnership’s ending~~ capital ~~was $43,548,289 at December 31, 2012, a decrease of $25,999,753 from ending capital at December 31, 2011, of $69,548,042~~resources.

~~The~~Market ~~most significant trading losses during the year were incurred within the currency markets during February from short positions in the euro as its value rose against the U~~Risk.S. dollar on optimism Greece would receive a second bailout. Additional losses were recorded in this sector during February from long positions in the Japanese yen versus the U.S. dollar as the value of the yen declined amid an investor shift into riskier currency assets. During August and September, short positions in the euro versus the U.S.

-The 64Partnership is a party to financial instruments with elements of off-balance sheet market and credit risk. The Partnership trades futures contracts, options on futures contracts and forward contracts on physical commodities and other commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy, and agricultural products. In entering into these contracts, the Partnership is subject to the market risk that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the positions held by the Partnership at the same time, and the Trading Advisor was unable to offset positions of the Partnership, the Partnership could lose all of its assets and the limited partners would realize a loss equal to 100% of their capital accounts.

~~dollar~~In ~~resulted~~addition ~~in losses as the value of the euro advanced after German Chancellor Angela Merkel reiterated her commitment~~ to ~~working with~~ the ~~European~~Trading ~~Central Bank to resolve the euro-zone~~Advisor’s ~~financial~~internal ~~turmoil. Within energies~~controls, ~~losses were incurred during May from long futures positions in crude oil and its related products as prices declined after stockpiles rose in~~ the ~~U.S.~~Trading ~~Within~~Advisor ~~the~~must ~~metals~~comply ~~markets,~~with ~~losses were recorded during June from short positions in gold futures as prices rose amid signs of a slowdown in~~ the Partnership’s ~~U.S.~~trading ~~economy,~~policies ~~which triggered speculation~~ that ~~the~~include ~~U.S.~~standards ~~Federal~~for ~~Reserve~~liquidity ~~would take steps to spur growth, boosting the appeal of the precious metal. Additional metals losses were experienced during September from short positions in aluminum, copper,~~ and ~~nickel~~leverage ~~futures~~that asmust ~~prices~~be ~~moved higher amid signs of increased infrastructure spending by the Chinese government~~maintained. ~~During~~The ~~December,~~Trading ~~long~~Advisor positions in gold futures resulted in losses as prices fell amid a rally in the U.S. dollar, which reduced demand for the precious metal. Losses were also experienced within the agricultural complex during May from long positions in soybean futures as prices fell amid favorable growing conditions in the U.S. During September, long futures positions in the soybean complex and ~~corn~~Ceres ~~resulted~~monitor ~~in additional losses as prices moved lower. A portion of~~ the Partnership’s ~~losses~~trading ~~during~~activities ~~the~~to ~~year~~ensure ~~was~~compliance ~~offset~~with ~~by gains achieved within~~ the ~~global~~trading ~~interest~~policies ~~rate sector during January from long positions in U.S.~~ and ~~European~~Ceres can ~~fixed~~require ~~income~~the ~~futures~~Trading asAdvisor ~~prices~~to ~~advanced~~modify ~~amid~~positions ~~increased~~of ~~demand for~~ the ~~relative~~Partnership ~~“safety”~~if ofCeres ~~government~~believes ~~debt~~they onviolate ~~mounting concern about~~ the European sovereign debt crisis. Additional gains were recorded in these markets during April and May from long positions in European and U.S. fixed income futures as prices advanced after Standard & PoorPartnership’s ~~cut~~trading ~~Spain’s credit rating and Greece failed to form a unified government, adding to concern central banks and politicians were failing to contain the European debt crisis~~policies. ~~During July, further gains were experienced from long positions in European and U.S. fixed income futures as prices advanced on concern~~

-33 ~~65 -~~

theTable global economic recovery was slowing. Within the global stock index markets, gains were experienced during February from long positions in U.S. and European equity index futures as prices rose amid positive economic news, including a better-than-expected U.S. employment report and an expansion in manufacturing in China, Europe, and the U.S. Additional gains were achieved in this sector during December from long positions in Asian equity index futures as prices rose after China’s manufacturing survey added to signs of recovery in the world’s second-largest economy.Contents

~~For~~Credit an analysis of unrealized gains and losses by contract type and a further description of 2014 trading results, refer to the Partnership’s Annual Report to Limited Partners for the year ended December 31, 2014, which is incorporated by reference to Exhibit 13Risk.01 ~~of this Form 10-K.~~

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

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

~~The~~Second, the Partnership’s ~~does~~trading ~~not~~policies ~~have~~limit the amount of its net assets that can be committed at any ~~off-balance~~given ~~sheet~~time ~~arrangements~~to futures contracts and require a minimum amount of diversification in the Partnership’s trading, ~~nor~~usually ~~does~~over itseveral ~~have~~different ~~contractual~~products ~~obligations~~and orexchanges. ~~commercial~~Historically, ~~commitments~~the Partnership’s exposure to ~~make~~any ~~future~~one ~~payments,~~exchange ~~that~~has ~~would~~typically ~~affect~~amounted to only a small percentage of its ~~liquidity~~total ornet ~~capital~~assets ~~resources~~and, on those relatively few occasions where the Partnership’s credit exposure climbs above such level, Ceres deals with the situation on a case by case basis, carefully weighing whether the increased level of credit exposure remains appropriate. Material changes to the trading policies may be made only with the prior written approval of the limited partners owning more than 50% of Units then outstanding.

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

~~The~~For ~~Partnership~~additional isinformation, asee ~~party~~Note 4, “Financial Instruments” under “Notes to ~~financial~~Financial ~~instruments~~Statements” ~~with~~in ~~elements~~the Partnership’s ofAnnual ~~off-balance~~Report ~~sheet~~to ~~market~~Limited ~~and~~Partners ~~credit~~for ~~risk. The~~the ~~Partnership~~year ~~trades~~ended ~~futures~~December 31, ~~contracts~~2015, ~~options~~which onis ~~futures~~incorporated ~~contracts~~by ~~and~~reference ~~forward~~to ~~contracts~~Exhibit on13.01 ~~physical~~of this Form 10-K.

-Inflation 66has -not been a major factor in the Partnership’s operations.

~~commodities~~Fair ~~and~~Value ~~other~~Measurements ~~commodity interests, including, but not limited to, foreign currencies, financial instruments, metals, energy,~~ and ~~agricultural products~~Disclosures. In entering into these contracts, the Partnership is subject to the market risk that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the positions held by the Partnership at the same time, and the Trading Advisor was unable to offset positions of the Partnership, the Partnership could lose all of its assets and the limited partners would realize a loss equal to 100% of their capital accounts.

InThe ~~addition~~carrying tovalue ~~the~~of ~~Trading Advisor’s internal controls,~~ the ~~Trading Advisor must comply with the~~ Partnership’s ~~trading~~assets ~~policies~~and ~~that~~liabilities ~~include~~presented ~~standards~~in ~~for~~the ~~liquidity~~Statements ~~and~~of ~~leverage~~Financial Condition that ~~must~~qualify beas financial ~~maintained. The~~instruments ~~Trading~~under ~~Advisor and Ceres monitor~~ the ~~Partnership's~~Financial ~~trading~~Accounting ~~activities~~Standards toBoard ~~ensure~~Accounting ~~compliance~~Standards ~~with~~Codification ~~the~~825, ~~trading~~“Financial ~~policies~~Instruments,” ~~and~~approximates ~~Ceres~~fair ~~can~~value ~~require~~due ~~the Trading Advisor~~ to ~~modify positions of~~ the ~~Partnership~~short ifterm ~~Ceres~~nature ~~believes~~of ~~they~~such ~~violate the Partnership's trading policies~~balances.

~~Credit~~Fair ~~Risk~~value is defined as the price 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.

InThe ~~addition~~fair tovalue ~~market~~of ~~risk,~~exchange-traded ~~in entering into~~ futures, forward and ~~options~~option contracts is determined by the various exchanges, ~~there~~and isreflects athe ~~credit~~settlement ~~risk~~price tofor each contract as of the ~~Partnership~~close ~~that~~of business on the ~~counterparty~~last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a ~~contract~~forward ~~will~~basis ~~not~~from bethe ~~able~~spot toprices quoted ~~meet~~as ~~its~~of ~~obligations~~approximately to3:00 ~~the~~P.M. ~~Partnership~~(E. ~~The~~T.) ~~ultimate~~on ~~counterparty~~the orlast ~~guarantor~~business day of the ~~Partnership~~reporting ~~for~~period ~~futures,~~from ~~forward~~various ~~and~~exchanges. ~~options~~The ~~contracts~~fair value of non-exchange-traded inforeign ~~the~~currency ~~United~~option ~~States,~~contracts ~~and~~is ~~most~~calculated by applying an industry standard model application for options valuation of foreign ~~exchanges~~currency onoptions, ~~which~~using as input the ~~Partnership~~spot ~~trades~~prices, isinterest ~~the~~rates ~~clearinghouse~~and ~~associated~~option ~~with~~implied ~~such~~volatilities ~~exchange. In~~quoted ~~general,~~as aof ~~clearinghouse~~approximately is3:00 ~~backed~~P.M. by(E.T.) on the ~~membership~~last business day of the ~~exchange~~reporting ~~and~~period. ~~will~~U.S. ~~act~~Treasury bills inare valued at the ~~event~~last ofavailable ~~non-performance~~bid byprice ~~one~~received offrom ~~its~~independent ~~members~~pricing orservices ~~one~~as of ~~its~~the ~~member’s~~close ~~customers,~~of ~~which~~the ~~should~~last business day of the reporting period.

The Partnership considers prices for exchange-traded 67commodity futures, forward, 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 forward, swap and certain option contracts for which market quotations are not readily available are priced by broker quotes or pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of and for the years ended December 31, 2015 and 2014, the Partnership did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3). Transfers between levels are recognized at the end of the reporting period. During the years ended December 31, 2015 and 2014, there were no transfers of assets or liabilities between Level 1 and Level 2.

~~significantly~~34 reduce this credit risk. There is no assurance that a clearinghouse, exchange, or other exchange member will meet its obligations to the Partnership, and Ceres and the commodity brokers will not indemnify the Partnership against a default by such parties. Further, the law is unclear as to whether a

commodityTable broker has any obligation to protect its customers from loss in the event of an exchange or clearinghouse defaulting on trades effected for the broker’s customers. In cases where the Partnership trades off-exchange forward contracts with a counterparty, the sole recourse of the Partnership will be the forward contract’s counterparty.Contents

~~Ceres deals with these credit risks of the Partnership in several ways~~Item 7A. ~~First,~~ ~~Ceres~~QUANTITATIVE ~~monitors~~AND ~~the~~QUALITATIVE ~~Partnership’s~~DISCLOSURES ~~credit~~ABOUT ~~exposure~~MARKET to each exchange on a daily basis. The commodity brokers inform the Partnership, as with all of their customers, of the Partnership’s net margin requirements for all of its existing open positions, and Ceres has installed a system which permits it to monitor the Partnership’s potential net credit exposure, exchange by exchange, by adding the unrealized trading gains on each exchange, if any, to the Partnership’s margin liability thereon.RISK

~~Second,~~Introduction the Partnership’s trading policies limit the amount of its net assets that can be committed at any given time to futures contracts and require a minimum amount of diversification in the Partnership’s trading, usually over several different products and exchanges. Historically, the Partnership’s exposure to any one exchange has typically amounted to only a small percentage of its total net assets and, on those relatively few occasions where the Partnership’s credit exposure climbs above such level, Ceres deals with the situation on a case by case basis, carefully weighing whether the increased level of credit exposure remains appropriate.

The Partnership is a commodity pool engaged primarily in the speculative trading of futures, forwards and options. The market-sensitive 68instruments held by the Partnership are acquired for speculative trading purposes only and, as a result, all or substantially all of the Partnership’s assets are at risk of trading loss. Unlike an operating company, the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership.

~~Material~~The ~~changes~~futures, toforwards and options on such contracts traded by the ~~trading~~Partnership ~~policies~~involve ~~may~~varying bedegrees ~~made~~of ~~only~~related ~~with~~market risk. Market risk is often dependent upon changes in the ~~prior~~level ~~written~~or ~~approval~~volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the ~~limited~~fair ~~partners~~value ~~owning~~of ~~more~~the ~~than~~Partnership’s ~~50%~~open positions, and consequently in its earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of ~~Units~~exchange- ~~then~~traded ~~outstanding~~futures, exchange-traded forward, and exchange-traded futures-styled option contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts and forward currency option contracts are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency option contracts are settled on an agreed-upon settlement date.

~~Third,~~The ~~with~~Partnership’s ~~respect~~total tomarket ~~forward~~risk ~~contract~~may ~~trading,~~increase ~~the~~or ~~Partnership~~decrease ~~trades~~as ~~with~~it ~~only~~is ~~those~~influenced ~~counterparties~~by ~~which~~a wide ~~Ceres,~~variety ~~together~~of ~~with~~factors, ~~MS&Co.~~including, ~~has~~but ~~determined~~not limited to, bethe ~~creditworthy. The~~diversification ~~Partnership~~among ~~presently~~the ~~deals~~Partnership’s ~~with~~open ~~MS&Co.~~positions, as the ~~sole~~volatility ~~counterparty~~present onwithin ~~all~~the ~~trading~~markets, ofand ~~foreign~~the ~~currency~~liquidity ~~forward~~of ~~contracts~~the markets.

~~For~~The ~~additional~~face ~~information,~~value ~~see~~of the ~~“Financial~~market ~~Instruments”~~sector ~~section~~instruments ~~under~~held ~~“Notes~~by tothe ~~Financial~~Partnership ~~Statements”~~is intypically many times the ~~Partnership’s~~applicable ~~Annual~~margin ~~Report~~requirements. toMargin requirements ~~Limited~~generally ~~Partners~~range ~~for~~between ~~the~~2% ~~year~~and ~~ended~~15% ~~December~~of ~~31,~~contract ~~2014~~face value. Additionally, ~~which~~the isuse ~~incorporated~~of leverage causes the face value of the market sector instruments held by ~~reference~~the Partnership typically to ~~Exhibit~~be ~~13.01~~many oftimes ~~this~~the ~~Form~~total ~~10-K~~capitalization of the Partnership.

~~Inflation~~The ~~has~~Partnership’s ~~not~~past ~~been~~performance ais ~~major~~no ~~factor~~guarantee inof its future results. Any attempt to numerically quantify the Partnership’s market risk is limited by the uncertainty of its speculative trading. The Partnership’s ~~operations~~speculative trading and use of leverage may cause future losses and volatility (i.e., “risk of ruin”) that far exceed the Partnership’s experience to date as discussed under the “Partnership’s Value at Risk in Different Market Sectors” section and significantly exceed the Value at Risk (“VaR”) tables disclosed.

~~Fair~~Limited ~~Value~~partners ~~Measurements~~will ~~and~~not ~~Disclosures~~be liable for losses exceeding the current net asset value of their investment.

~~Financial~~35 instruments are carried at fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities carried at fair value are classified and disclosed in the following three levels: Level 1 – unadjusted quoted market prices in active markets for identical assets and liabilities; Level 2 – inputs other than unadjusted quoted market prices that are observable for the asset or liability, either directly or indirectly (including unadjusted quoted market prices for similar investments, interest rates, and credit risk); and Level 3 – unobservable inputs for the asset or liability (including the Partnership’s own assumptions used in determining the fair value of investments).

-Table 69of -Contents

InQuantifying ~~certain cases,~~ the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Partnership’s ~~assessment~~Trading ofValue ~~the~~at ~~significance~~Risk ~~of a particular input to the fair value measurement in its entirety requires judgment, and consideration of factors specific to the investment.~~

The following quantitative disclosures regarding the Partnership’s ~~assets~~market ~~and~~risk ~~liabilities~~exposures ~~measured~~contain at“forward-looking ~~fair~~statements” within ~~value~~the onmeaning aof ~~recurring~~the ~~basis~~safe ~~are~~harbor ~~summarized~~from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the ~~following~~Securities ~~tables~~Act byof 1933, as amended (the ~~type~~“Securities Act”), and Section 21E of ~~inputs~~the ~~applicable~~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 ~~fair~~safe ~~value~~harbor, ~~measurements~~except for statements of historical fact.

December 31, 2014	Unadjusted Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Assets
Futures	1,905,937	–	n/a	1,905,937
Forwards	107,239	157,379	n/a	264,618
Total Assets	2,013,176	157,379	n/a	2,170,555
Liabilities
Futures	511,243	–	n/a	511,243
Forwards	146,237	346,494	n/a	492,731
Total Liabilities	657,480	346,494	n/a	1,003,974
Unrealized currency loss				(97,502)
*Net fair value	1,355,696	(189,115)	n/a	1,069,079

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 is directly reflected in the Partnership’s earnings and cash flow.

-The Partnership’s 70risk -exposure in the market sectors traded by the Trading Advisor is estimated below in terms of VaR. Please note that the VaR model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either Ceres or the Trading Advisor in their daily risk management activities.

December 31, 2013	Unadjusted Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)	Total
	$	$	$	$
Assets
Futures	2,391,563	–	n/a	2,391,563
Forwards	–	120,687	n/a	120,687
Total Assets	2,391,563	120,687	n/a	2,512,250
Liabilities
Futures	576,554	–	n/a	576,554
Forwards	–	106,402	n/a	106,402
Total Liabilities	576,554	106,402	n/a	682,956
Unrealized currency loss				(37,574)
* Net fair value	1,815,009	14,285	n/a	1,791,720

VaR 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 of market movements far exceeding expectations in the markets traded by the Partnership could result in actual trading or non-trading losses far beyond the indicated VaR of the Partnership’s experience to date (i.e., “risk of ruin”). In light of the foregoing, as well 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 VaR or by the Partnership’s attempts to manage its market risk.

*Exchange ~~This~~maintenance ~~amount~~margin ~~comprises~~requirements have been used by the Partnership as the measure of its VaR. Maintenance margin requirements are set by exchanges to equal or exceed the ~~“Total~~maximum ~~net~~losses ~~unrealized~~reasonably ~~gain~~expected onto ~~open~~be ~~contracts”~~incurred onin the ~~Statements~~fair value of ~~Financial~~any ~~Condition~~given contract in 95% - 99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to VaR.

~~During~~36 ~~the twelve months ended December 31, 2014 and 2013, there were no Level 3 assets and liabilities, and there were no transfers of assets or liabilities between Level 1 and Level 2.~~

DerivativesTable andof HedgingContents

The Partnership’s ~~objective~~Value isat toRisk ~~profit from speculative trading~~ in ~~Futures~~Different ~~Interests. Therefore,~~Market ~~the~~Sectors Trading Advisor for the Partnership will take speculative positions in Futures Interests where it feels the best profit opportunities exist for its trading strategies. As such, the average number of contracts outstanding in absolute quantities (the total of the open long and open short positions) has been presented as a part of the volume disclosure, as position direction is not an indicative factor in such volume disclosures. With regard to foreign currency forward trades, each notional quantity amount has been converted to an equivalent contract based upon an industry convention.

-The 71following -tables indicate the trading VaR associated with the Partnership’s open positions by market category as of December 31, 2015 and 2014 and the highest, lowest and average values during the twelve months ended December 31, 2015 and 2014. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.

OnAs ~~January~~of 1December 31, ~~2013~~2015, the Partnership adopted Accounting Standards Update (“ASU”) 2011-11, “Disclosure about Offsetting Assets and Liabilities” and ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. ASU 2011-11 created a new disclosure requirement about the nature of an entity’s ~~rights~~total tocapitalization ~~setoff~~was ~~and~~approximately ~~the~~$27 related arrangements associated with its financial instruments and derivative instruments, while ASU 2013-01 clarified the types of instruments and transactions that are subject to the offsetting disclosure requirements established by ASU 2011-11million. ~~Entities~~ are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The objective of these disclosures is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards.

As of December 31, 2014, approximately 83.15% of the Partnership’s total investment exposure is in futures contracts which are exchange-traded while approximately 16.85% is in forward contracts which are off-exchange traded.


			December 31, 2015

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	1,820,009		6.65	%	$	2,212,265	$	1,243,355	$	1,615,573
Interest Rate		622,050		2.27			1,191,521		488,333		922,663
Equity		929,147		3.39			1,741,118		244,380		1,023,341
Commodity		1,133,871		4.14			1,216,009		699,605		954,689

Total	$	4,505,077		16.45	%


* Average of daily Values at Risk. As of December 31, 2014, the Partnership’s total capitalization was approximately $31 million.


			December 31, 2014

Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currency	$	1,096,973		3.50	%	$	2,106,708	$	1,000,971	$	1,723,631
Interest Rate		841,578		2.69			1,393,593		591,713		1,127,406
Equity		935,515		2.99			2,070,011		421,944		1,410,706
Commodity		719,826		2.30			1,119,325		668,736		897,712

Total	$	3,593,892		11.48	%

~~The~~* ~~following~~Average ~~tables summarize the valuation~~ of ~~the~~daily ~~Partnership’s~~Values ~~investments~~at ~~as of December 31, 2014 and 2013, respectively~~Risk.

-37 ~~72 -~~

OffsettingTable of Derivative Assets and Liabilities as of December 31, 2014:Contents

	Gross Amounts Recognized	Gross Amounts Offset in the Statements of Financial Condition	Net Amounts Presented in the Statements of Financial Condition
	$	$	$
Assets
Futures	1,905,937	(511,243)	1,394,694
Forwards	264,618	(264,618)	–
Total Assets	2,170,555	(775,861)	1,394,694
Liabilities
Futures	(511,243)	511,243	–
Forwards	(492,731)	264,618	(228,113)
Total Liabilities	(1,003,974)	775,861	(228,113)
Unrealized currency loss			(97,502)
Total net unrealized gain on
open contracts			1,069,079

Limitations on Value at Risk as an Assessment of Market Risk

~~Offsetting~~VaR models permit estimation of ~~Derivative~~a ~~Assets~~portfolio’s aggregate market risk exposure, incorporating a range of varied market risks, reflect risk reduction due to portfolio diversification or hedging activities, and ~~Liabilities~~can ascover a wide range of ~~December~~portfolio 31assets. However, ~~2013~~VaR risk measures should be viewed in light of the methodology’s limitations, which include, but may not be limited to, the following:

	Gross Amounts Recognized	Gross Amounts Offset in the Statements of Financial Condition	Net Amounts Presented in the Statements of Financial Condition
	$	$	$
Assets
Futures	2,391,563	(576,554)	1,815,009
Forwards	120,687	(106,402)	14,285
Total Assets	2,512,250	(682,956)	1,829,294
Liabilities
Futures	(576,554)	576,554	–
Forwards	(106,402)	106,402	–
Total Liabilities	(682,956)	682,956	–
Unrealized currency loss			(37,574)
Net unrealized gain on
open contracts			1,791,720

• past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements;

-• changes 73in -portfolio value caused by market movements may differ from those of the VaR model;

~~The~~• VaR ~~effect~~results ofreflect ~~Trading~~past ~~Activities~~market fluctuations onapplied ~~the~~to ~~Statements~~current oftrading ~~Financial~~positions ~~Condition~~while asfuture ofrisk ~~December~~depends ~~31,~~on ~~2014:~~future positions;

Futures and Forward Contracts	Long Unrealized Gain	Long Unrealized Loss	Short Unrealized Gain	Short Unrealized Loss	Net Unrealized Gain/(Loss)	Average number of contracts outstanding for the year (absolute quantity)
	$	$	$	$	$
Commodity	14,752	(347,794)	652,281	(24,681)	294,558	375
Equity	418,583	(89,028)	1,100	(35,699)	294,956	351
Foreign currency	49,527	(281,674)	467,499	(91,186)	144,166	594
Interest rate	566,705	(131,849)	108	(2,063)	432,901	1,443
Total	1,049,567	(850,345)	1,120,988	(153,629)	1,166,581
Unrealized currency loss					(97,502)
Total net unrealized gain on open contracts					1,069,079

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

~~The~~• the ~~effect~~historical ofmarket ~~Trading~~risk ~~Activities~~factor ondata ~~the~~used ~~Statements~~for ofVaR ~~Financial~~estimation ~~Condition~~may asprovide ofonly ~~December~~limited ~~31,~~insight ~~2013:~~into losses that could be incurred under certain unusual market movements.

Futures and Forward Contracts	Long Unrealized Gain	Long Unrealized Loss	Short Unrealized Gain	Short Unrealized Loss	Net Unrealized Gain/(Loss)	Average number of contracts outstanding for the year (absolute quantity)
	$	$	$	$	$
Commodity	68,217	(116,121)	440,152	(51,851)	340,397	375
Equity	1,314,348	(39)	–	(150)	1,314,159	469
Foreign currency	258,532	(114,574)	295,620	(1,778)	437,800	663
Interest rate	90,691	(389,730)	44,690	(8,713)	(263,062)	1,087
Total	1,731,788	(620,464)	780,462	(62,492)	1,829,294
Unrealized currency loss					(37,574)
Total net unrealized gain on open contracts					1,791,720

		Average number of
		contracts outstanding
		for the year
Option Contracts at Fair Value	$	(absolute quantity)
Options purchased	–	7
Options written	–	7

Non-Trading 74Risk -

The ~~following~~Partnership ~~tables~~has ~~summarize~~non-trading ~~the~~market ~~net~~risk ~~trading~~on ~~results~~its offoreign ~~the~~cash ~~Partnership~~balances not needed for ~~the~~margin. ~~years~~These ~~ended~~balances ~~December~~and ~~31,~~any ~~2014,~~market ~~2013,~~risk ~~and~~they ~~2012,~~may represent ~~respectively~~are immaterial.

~~The~~A ~~effect~~decline ofin ~~Trading~~short-term ~~Activities~~interest onrates ~~the~~would ~~Statements~~result ofin ~~Income~~a ~~and~~decline ~~Expenses~~in ~~for~~ the ~~years~~Partnership’s ~~ended~~cash ~~December 31,~~management income. ~~2014,~~This ~~2013,~~cash ~~and~~flow ~~2012,~~risk ~~included~~is innot ~~Total~~considered ~~Trading~~to ~~Results:~~be material.

~~December~~Materiality, 31as used throughout this section, is based on an assessment of reasonably possible market movements and any associated potential losses, taking into account the leverage, optionality and multiplier features of the Partnership’s market-sensitive instruments, in relation to the Partnership’s net assets.

	2014	2013	2012
Type of Instrument	$	$	$
Commodity	1,595,504	1,183,467	(4,329,868)
Equity	(267,178)	6,646,764	465,473
Foreign currency	1,090,894	1,250,251	(2,691,759)
Interest rate	5,466,604	(3,216,434)	4,629,105
Unrealized currency gain (loss)	(59,929)	5,616	6,686
Total	7,825,895	5,869,664	(1,920,363)

Qualitative Disclosures Regarding Primary Trading Risk Exposures

~~Line~~The ~~items~~following onqualitative disclosures regarding the ~~Statements~~Partnership’s market risk exposures – except for (A) those disclosures that are statements of ~~Income~~historical fact and ~~Expenses~~(B) the descriptions of how the Partnership manages its primary market risk exposures – constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Partnership’s primary market risk exposures, as well as the strategies used and to be used by Ceres and the Trading Advisor for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the ~~years~~actual ~~ended~~results ~~December~~of 31the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, ~~2014~~defaults and expropriations, ~~2013~~illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and ~~2012:~~many other factors could result in material losses, as well as in material changes to the risk exposures and the risk management strategies of the Partnership. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

~~December~~The 31Trading Advisor, in general, tends to utilize trading system(s) to take positions when market opportunities develop, and Ceres anticipates that the Trading Advisor will continue to do so.

	2014	2013	2012
Trading Results	$	$	$
Net realized	8,548,536	4,765,656	(1,128,261)
Net change in unrealized	(722,641)	1,104,008	(792,102)
Total Trading Results	7,825,895	5,869,664	(1,920,363)

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

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

~~Effective~~Stock ~~January~~Indices. The Partnership’s 1,primary ~~2014,~~equity ~~the~~exposure ~~Partnership~~is ~~adopted~~to ~~ASU~~equity ~~2013-08,~~price ~~“Financial~~risk ~~Services~~in –the ~~Investments~~G-8 ~~Companies~~countries. ~~(Topic~~The ~~946):~~stock ~~Amendments~~index tofutures ~~the~~traded ~~Scope,~~by ~~Measurement~~the ~~and~~Partnership ~~Disclosure~~are ~~Requirements”. ASU~~limited ~~2013-08~~to ~~changes~~futures ~~the~~on ~~approach~~broadly tobased ~~the~~indices. ~~investment~~As ~~company~~of ~~assessment~~December 31, ~~requires~~2015, ~~non-controlling~~the ~~ownership~~Partnership’s ~~interests~~primary exposures were in ~~other~~the ~~investment~~S&P ~~companies~~500 to(U.S.), beRussell ~~measured~~2000 at(U.S.), ~~fair~~Dow ~~value,~~Jones ~~and~~Euro ~~requires~~STOXX ~~additional~~50 ~~disclosures~~(Europe), ~~about~~NASDAQ ~~the~~100 ~~investment~~(U.S.), ~~company’s~~and ~~status~~Hang asSeng an(Hong ~~investment~~Kong) ~~company~~stock indices. ~~ASU~~ ~~2013-08~~The Partnership is ~~effective~~primarily ~~for~~exposed ~~interim~~to ~~and~~the ~~annual~~risk ~~reporting~~of ~~periods~~adverse ~~beginning~~price ~~after~~trends ~~December~~or 15static markets in the major European, ~~2013~~U. ~~The~~S., ~~adoption~~and ofPacific ~~this~~Rim ~~ASU~~indices. ~~did~~(Static ~~not~~markets ~~have~~would anot ~~material~~cause ~~impact~~major onmarket ~~the~~changes ~~Partnership’s~~but ~~financial~~would ~~statements. Based~~make onit ~~management’s~~difficult ~~assessment,~~for the Partnership ~~has been deemed~~ to beavoid anbeing ~~investment~~“whipsawed” ~~company~~into ~~since~~numerous ~~inception~~small losses.)

-Interest 75Rates. Interest rate movements directly affect the price of the futures positions held by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially affect the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and other G-8 countries. However, the Partnership may also take futures positions on the government debt of smaller nations – e.g., Australia and New Zealand.

~~Subsequent~~Commodities: ~~Events~~

~~Management~~Metals. The Partnership’s ofprimary ~~Ceres~~metals ~~performed~~exposure ~~its~~as ~~evaluation~~ of ~~subsequent events through the date of filing~~December 31, ~~and~~2015 ~~has~~was ~~determined~~to ~~that~~fluctuations ~~there~~in ~~were~~the noprice ~~subsequent events requiring adjustment~~ of orgold, ~~disclosure~~copper, inand ~~the financial statements~~silver.

~~Item 7A~~Grains. ~~QUANTITATIVE~~The ~~AND~~Partnership’s ~~QUALITATIVE~~trading ~~DISCLOSURES~~risk ~~ABOUT~~exposure ~~MARKET~~in ~~RISK~~grains is primarily to agricultural-related price movements, which are often directly affected by severe or unexpected weather conditions. The soybean complex, wheat, and corn futures accounted for the majority of the Partnership’s grain exposure as of December 31, 2015.

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

Softs. The Partnership’s istrading arisk ~~commodity~~exposure ~~pool engaged primarily~~ in ~~the~~soft ~~speculative~~commodities ~~trading~~is ofprimarily ~~futures,~~to ~~forwards~~agricultural-related ~~and~~price ~~options.~~movements which ~~The~~are ~~market-sensitive~~often ~~instruments~~directly ~~held~~affected by ~~the~~severe ~~Partnership~~or ~~are~~unexpected ~~acquired~~weather ~~for~~conditions. ~~speculative~~Coffee ~~trading purposes only~~ and, ascocoa aaccounted ~~result,~~for ~~all~~the ormajority ~~substantially all~~ of the Partnership’s ~~assets~~soft ~~are~~commodity atexposure ~~risk~~as of ~~trading loss. Unlike an operating company~~December 31, ~~the risk of market-sensitive instruments is inherent to the primary business activity of the Partnership~~2015.

~~The futures, forwards and options on such contracts traded by the Partnership involve varying degrees of related market risk~~Livestock. ~~Market~~ ~~risk~~The is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s ~~open~~primary ~~positions,~~risk ~~and~~exposure ~~consequently~~ in ~~its~~livestock ~~earnings,~~is ~~whether~~to ~~realized~~fluctuations orin ~~unrealized,~~cattle and ~~cash~~hog ~~flow~~prices. ~~Gains~~ and losses on open positions of exchange-traded futures, exchange-traded forward, and exchange-traded futures-styled options contracts are settled daily through variation margin. Gains and losses on off-exchange-traded forward currency contracts and forward currency options

-39 ~~76 -~~

contractsTable are settled upon termination of the contract. Gains and losses on off-exchange-traded forward currency options contracts are settled on an agreed- upon settlement date.Contents

~~The~~Qualitative ~~Partnership’s~~Disclosures ~~total~~Regarding ~~market~~Means ~~risk may increase or decrease as it is influenced by a wide variety~~ of ~~factors,~~Managing ~~including,~~Risk ~~but~~Exposure ~~not limited to, the diversification among the Partnership’s open positions, the volatility present within the markets, and the liquidity of the markets.~~

The ~~face~~Partnership ~~value~~and of the ~~market~~Trading ~~sector~~Advisor, ~~instruments~~separately, ~~held~~attempt byto manage the risk of the Partnership’s isopen ~~typically~~positions ~~many~~in ~~times~~essentially the same ~~applicable~~manner ~~margin~~in ~~requirements~~all market categories traded. ~~Margin~~ ~~requirements~~Ceres ~~generally~~attempts ~~range~~to ~~between~~manage 2%market ~~and~~exposure ~~15%~~by ofdiversifying ~~contract~~the ~~face~~Partnership’s ~~value. Additionally,~~assets among different market sectors through the ~~use~~selection of ~~leverage~~a ~~causes~~commodity ~~the~~trading ~~face~~advisor ~~value~~and ofby daily monitoring its performance. In addition, the ~~market~~Trading ~~sector~~Advisor ~~instruments~~establishes ~~held~~diversification byguidelines, often set in terms of the ~~Partnership~~maximum ~~typically~~margin to be ~~many~~committed ~~times~~to ~~the~~positions ~~total~~in ~~capitalization~~any ofone ~~the~~market ~~Partnership~~sector or market-sensitive instrument.

~~The~~Ceres ~~Partnership’s~~monitors ~~past~~and ~~performance~~controls ~~is no guarantee of its future results. Any attempt to numerically quantify~~ the ~~Partnership’s market~~ risk isof ~~limited by~~ the ~~uncertainty of its speculative trading. The~~ Partnership’s ~~speculative~~ non-trading ~~and~~instrument, ~~use of leverage may cause future losses and volatility (i~~cash.~~e.,~~ ~~“risk~~Cash ofis ~~ruin”) that far exceed~~ the ~~Partnership’s~~only ~~experience to date under the “~~Partnership’s ~~Value~~investment atdirected by ~~Risk~~Ceres, inrather ~~Different~~than ~~Market Sectors” section and significantly exceed~~ the ~~Value~~Trading ~~at Risk (“VaR”) tables disclosed~~Advisor.

~~Limited~~40 ~~partners will not be liable for losses exceeding the current net asset value of their investment.~~

-Table 77of -Contents

~~Quantifying~~Item 8. ~~the~~FINANCIAL ~~Partnership’s~~STATEMENTS ~~Trading~~AND ~~Value~~SUPPLEMENTARY atDATA ~~Risk~~

The ~~following~~Financial ~~quantitative~~Statements ~~disclosures~~are ~~regarding~~incorporated ~~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~~reference ~~Private~~to ~~Securities Litigation Reform Act of 1995 (set forth in Section 27A of~~ the ~~Securities~~Partnership’s ~~Act~~December 31, ~~and~~2015 ~~Section~~Annual ~~21E of the Exchange Act). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor~~Report, ~~except~~which ~~for~~is ~~statements~~filed ofas Exhibit ~~historical~~13.01 ~~fact~~hereto.

~~The~~Supplementary ~~Partnership~~data ~~accounts~~specified ~~for~~by ~~open~~Item 302 ~~positions on the basis~~ of ~~fair~~Regulation ~~value~~S-K: ~~accounting principles. Any loss in the market value of the Partnership’s open positions is directly reflected in the Partnership’s earnings and cash flow.~~

~~The~~Summary ~~Partnership’s risk exposure in the market sectors traded by the Trading Advisor is estimated below in terms~~ of ~~VaR. Please~~Quarterly ~~note~~Results ~~that~~(Unaudited) ~~the VaR model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by either Ceres or the Trading Advisor in their daily risk management activities.~~


	For the period from October 1, 2015 to December 31, 2015			For the period from July 1, 2015 to September 30, 2015			For the period from April 1, 2015 to June 30, 2015			For the period from January 1, 2015 to March 31, 2015
Total trading results	$	348,227		$	1,059,026		$	(2,828,253	)	$	2,866,721
Interest income		4,354			1,174			582			722
Total expenses		(384,417	)		(387,368	)		(424,130	)		(923,352	)

Net income (loss)	$	(31,836	)	$	672,832		$	(3,251,801	)	$	1,944,091


Net income (loss) per Unit	$	(0.02	)	$	0.34		$	(1.57	)	$	0.91

	For the period from October 1, 2014 to December 31, 2014			For the period from July 1, 2014 to September 30, 2014			For the period from April 1, 2014 to June 30, 2014			For the period from January 1, 2014 to March 31, 2014
Total trading results	$	5,103,640		$	521,206		$	2,280,866		$	(79,817	)
Interest income		1,066			960			1,310			2,901
Total expenses		(1,191,935	)		(401,665	)		(415,097	)		(664,563	)

Net income (loss)	$	3,912,771		$	120,501		$	1,867,079		$	(741,479	)


Net income (loss) per Unit	$	1.77		$	0.05		$	0.75		$	(0.25	)

-41 ~~78 -~~

experienceTable 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 VaR or by the Partnership’s attempts to manage its market risk.Contents

~~Exchange maintenance margin requirements have been used by the Partnership as the measure of its VaR~~Item 9. ~~Maintenance~~ ~~margin~~CHANGES ~~requirements~~IN ~~are~~AND ~~set~~DISAGREEMENTS byWITH ~~exchanges~~ACCOUNTANTS toON ~~equal~~ACCOUNTING orAND FINANCIAL ~~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. Maintenance~~ DISCLOSURE ~~margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to VaR.~~

~~The~~None. ~~Partnership’s Value at Risk in Different Market Sectors~~

The following tables indicate the trading VaR associated with the Partnership’s open positions by market category as of December 31, 2014 and 2013 and the highest, lowest and average values during the twelve months ended December 31, 2014 and 2013Item 9A. ~~All~~ CONTROLS ~~open~~AND ~~position~~PROCEDURES ~~trading risk exposures of the Partnership have been included in calculating the figures set forth below.~~

AsUnder the supervision and with the participation of ~~December~~the ~~31,~~management ~~2014~~of General Partner, Ceres’ President (Ceres’ principal executive officer) and Chief Financial Officer (Ceres’ principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s ~~total~~disclosure ~~capitalization~~controls ~~was~~and ~~approximately~~procedures $(as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, ~~million~~2015. The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that information the Partnership is required to disclose in the reports that the Partnership files or submits under the Exchange Act are recorded, processed, summarized and reported within the time period specified in the applicable rules and forms. Based on this evaluation, the President and Chief Financial Officer of Ceres have concluded that the disclosure controls and procedures of the Partnership were effective at December 31, 2015.

-Management’s 79Report -on Internal Control Over Financial Reporting

~~December~~Ceres ~~31,~~is ~~2014~~responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Primary Market		% of
Risk Category	VaR	Total Capitalization
Currency	$1,096,973	3.50%
Interest Rate	841,578	2.69%
Equity	935,515	2.99%
Commodity	719,826	2.30%
Total	$3,593,892	11.48%

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

~~Twelve~~Changes ~~Months~~in Internal ~~Ended~~Control ~~December~~over ~~31,~~Financial ~~2014~~Reporting

Market Sector	High VaR	Low VaR	Average VaR*
Currency	$2,106,708	$1,000,971	$1,723,631
Interest Rate	$1,393,593	$591,713	$1,127,406
Equity	$2,070,011	$421,944	$1,410,706
Commodity	$1,119,325	$668,736	$897,712
*Average of month-end VaR.

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended December 31, 2015 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

AsLimitations ofon ~~December 31, 2013,~~ the ~~Partnership’s~~Effectiveness ~~total~~of ~~capitalization~~Controls ~~was approximately $37 million.~~

~~December~~Any 31control system, ~~2013~~no matter how well designed and operated, can provide reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Primary Market		% of
Risk Category	VaR	Total Capitalization
Currency	$2,106,708	5.63%
Interest Rate	684,939	1.83%
Equity	2,065,765	5.52%
Commodity	905,249	2.42%
Total	$5,762,661	15.40%

Item 9B. OTHER INFORMATION

-Effective 80February -1, 2016, Steven Ross was appointed as a director of the General Partner and Frank Smith resigned as a director of the General Partner.

~~Twelve~~Effective ~~Months~~February ~~Ended~~24, ~~December 31~~2016, ~~2013~~Edmond Moriarty and Kevin Klingert resigned as directors of the General Partner.

Market Sector	High VaR	Low VaR	Average VaR*
Currency	$2,589,739	$1,536,508	$2,036,991
Interest Rate	$1,736,399	$252,865	$800,361
Equity	$2,224,252	$899,991	$1,733,601
Commodity	$1,727,801	$667,554	$1,011,880
*Average of month-end VaR.

LimitationsTable on Value at Risk as an Assessment of Market RiskContents

~~VaR~~PART ~~models~~III permit estimation of a portfolio’s aggregate market risk exposure, incorporating a range of varied market risks, reflect risk reduction due to portfolio diversification or hedging activities, and can cover a wide range of portfolio assets. However, VaR risk measures should be viewed in light of the methodology’s limitations, which include, but may not be limited to, the following:

·Item 10. ~~past~~DIRECTORS, ~~changes~~EXECUTIVE inOFFICERS ~~market~~AND ~~risk~~CORPORATE ~~factors~~GOVERNANCE ~~will not always result in accurate predictions of the distributions and correlations of future market movements;~~

·The ~~changes~~Partnership inhas ~~portfolio~~no ~~value~~directors ~~caused~~or executive officers and its affairs are managed by ~~market~~its ~~movements~~General ~~may~~Partner. ~~differ~~Investment ~~from~~decisions ~~those~~are ofmade by the Trading ~~VaR~~Advisor. ~~model;~~

·The ~~VaR~~directors ~~results~~and ~~reflect~~executive ~~past~~officers ~~market~~of ~~fluctuations~~the ~~applied~~General toPartner ~~current~~are ~~trading~~Patrick ~~positions~~T. ~~while~~Egan ~~future~~(President ~~risk~~and ~~depends~~Chairman of the Board of Directors of the General Partner), Steven Ross (Chief Financial Officer and Director), M. Paul Martin (Director) and Feta Zabeli (Director). Each director holds office until the earlier of his or her death, resignation or removal. Vacancies on ~~future~~the board ~~positions;~~of directors may be filled by either (i) the majority vote of the remaining directors or (ii) MSSBH, as the sole member of the General Partner. The officers of the General Partner are designated by the General Partner’s board of directors. Each officer will hold office until his or her successor is designated and qualified or until his or her death, resignation or removal.

·Directors ~~VaR~~of ~~using~~the aGeneral ~~one-day~~Partner ~~time~~are ~~horizon~~responsible ~~does~~for ~~not~~overall ~~fully~~corporate ~~capture~~governance of the ~~market~~General ~~risk~~Partner and meet periodically to consider strategic decisions regarding the General Partner’s activities. Under CFTC rules, each Director of ~~positions~~the ~~that~~General ~~cannot~~Partner is deemed to be ~~liquidated~~a orprincipal ~~hedged~~of ~~within~~the ~~one~~General ~~day;~~Partner and, as a result, is listed as such with the National Futures Association (“NFA”). Patrick T. Egan, Feta Zabeli and Steven Ross serve on the General Partner’s Investment Committee and are the trading principals responsible for allocation decisions (or supervising those responsible).

·Patrick T. Egan, age 47, has been a Director of the ~~historical~~General ~~market~~Partner since December 2010. Since December 2010, Mr. Egan has been a principal and registered as an associated person of the General Partner, and is an associate member of the NFA. Since October 2014, Mr. Egan has served as President and Chairman of the Board of Directors of the General Partner. Since August 2013, Mr. Egan has been registered as a swap associated person of the General Partner. From September 2013 to May 2014, Mr. Egan served as a Vice President of Morgan Stanley Strategies LLC (formerly, Morgan Stanley GWM Feeder Strategies LLC), which acts as a general partner to multiple alternative investment entities, and Morgan Stanley AI GP LLC (formerly, Morgan Stanley HedgePremier GP LLC), which acts as a general partner and administrative agent to numerous hedge fund feeder funds. From September 2013 to May 2014, Mr. Egan was registered as an associated person and listed as a principal of each such entity. Since January 2013, each such entity has been registered as a commodity pool operator with the CFTC. Mr. Egan was responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. From June 2009 to December 2014, Mr. Egan was employed by Morgan Stanley Smith Barney LLC, a financial services firm, where his responsibilities included serving as Executive Director and as Co-Chief Investment Officer for Morgan Stanley Managed Futures from June 2009 through June 2011 and as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014. Since October 2014, Mr. Egan has been responsible for management of the day-to-day operations of Morgan Stanley Managed Futures. Since January 2015, Mr. Egan has been employed by the General Partner. From November 2010 to October 2014, Mr. Egan was registered as an associated person of Morgan Stanley Smith Barney LLC. From April 2007 through June 2009, Mr. Egan was employed by MS&Co., a financial services firm, where his responsibilities included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From April 2007 through November 2010, Mr. Egan was registered as an associated person of MS&Co. From March 1993 through April 2007, Mr. Egan was employed by Morgan Stanley DW Inc., a financial services firm, where his initial responsibilities included serving as an analyst and manager within the Managed Futures Department (with primary responsibilities for product development, due diligence, investment analysis and risk ~~factor~~management ~~data~~of ~~used~~the firm’s commodity pools) and later included serving as Head of Due Diligence and Manager Research for ~~VaR~~Morgan ~~estimation~~Stanley’s ~~may~~Managed ~~provide~~Futures ~~only~~Department. ~~limited~~From ~~insight~~February ~~into~~1998 ~~losses~~through ~~that~~April ~~could~~2007, beMr. ~~incurred~~Egan ~~under~~was registered ~~certain~~as ~~unusual~~an ~~market~~associated ~~movements~~person of Morgan Stanley DW Inc. From August 1991 through March 1993, Mr. Egan was employed by Dean Witter Intercapital, the asset management arm of Dean Witter Reynolds, Inc., where his responsibilities included serving as a mutual fund administration associate. Mr. Egan also served as a Director from November 2004 through October 2006, and from November 2006 through October 2008 of the Managed Funds Association’s Board of Directors, a position he was elected to by industry peers for two consecutive two-year terms. Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.

-43 ~~81 -~~

Non-TradingTable Riskof Contents

~~The~~Steven ~~Partnership~~Ross, age 44, has ~~non-trading~~been ~~market~~Chief ~~risk~~Financial onOfficer ~~its~~and ~~foreign~~a ~~cash~~principal ~~balances~~of ~~not~~the ~~needed~~General Partner since July 2014 and a Director of the General Partner since February 2016. Mr. Ross has been employed by Morgan Stanley Investment Management, a financial services firm, since September 2005, where his responsibilities include serving as an Assistant Treasurer of Morgan Stanley with respect to certain investment vehicles publicly offered by Morgan Stanley. Mr. Ross is also an Executive Director of the Morgan Stanley Fund Administration Group where he is responsible for finance ~~margin~~and accounting matters for certain private funds offered by Morgan Stanley. ~~These~~ ~~balances~~Before joining Morgan Stanley Investment Management, Mr. Ross was employed by JPMorgan Investor Services Co., a financial services firm, from December 1997 through September 2005, where his responsibilities included serving as a Vice President responsible for the accounting of certain funds sponsored by JP Morgan Chase & Co. and ~~any~~other ~~market~~large ~~risk~~fund ~~they~~families ~~may~~serviced ~~represent~~by ~~are~~JPMorgan ~~immaterial~~Investor Services Co. From April 1997 to December 1997, Mr. Ross was employed by Investors Bank & Trust, a financial services firm, where his responsibilities included performing mutual fund accounting for financial services firms. Mr. Ross began his career at Putnam Investments LLC, a financial services firm, where he was responsible for providing broker services for certain funds sponsored by Putnam Investments LLC from August 1996 to April 1997. Mr. Ross received a B.S. in Accounting from Rhode Island College in May 1995.

AM. ~~decline~~Paul inMartin, ~~short-term~~age ~~interest~~57, ~~rates~~has ~~would~~been ~~result~~a inDirector of the General Partner since October 2014. Mr. Martin has also served as Managing Director – Global Operations of Morgan Stanley Investment Management, a ~~decline~~financial services firm, since June 2006, where his responsibilities include managing all elements of in-sourced ~~the~~and ~~Partnership~~out-sourced global operations, and serving as a senior member of Morgan Stanley Investment Management’s ~~cash~~Management, Risk Management, & New Products Committees. Mr. Martin has been listed as a principal of the General Partner since October 2014. Mr. Martin previously served as the Managing Director and Chief Operating Officer of Morgan Stanley Fund Services, a financial services firm, where his responsibilities included launching the Hedge Fund Administration business and being responsible for operations, fund accounting and administration, technology and compliance, from May 2004 through May 2006. Previously, Mr. Martin served as Managing Director – Institutional Investment Operations of Morgan Stanley Investment Management from January 1995 until April 2004, where his responsibilities included trading room support, portfolio administration, service provider management, ~~income~~and derivatives processing and control. ~~This~~From ~~cash~~April ~~flow~~1994 ~~risk~~through isJanuary ~~not~~1995, Mr. Martin ~~considered~~served toas beSenior ~~material~~Vice President and Head of Custody Operations for Fidelity Investments, a financial services firm. From October 1989 through April 1994, Mr. Martin served as Executive Director and Head of Global Operations for Morgan Stanley Trust Company, a financial services firm. Mr. Martin also served as Vice President – Information Technology for MS & Co., a financial services firm, from June 1984 through October 1989, where his responsibilities included acting as Senior Developer and Programming Manager – Prime Brokerage and Securities Clearance Systems, and as Part-time Manager – IT Training Program. From February 1984 through May 1984, Mr. Martin served as a Senior Analyst in the Financial Control Group of Shearson Lehman Brothers, Inc., a financial services firm. From October 1980 through January 1984, Mr. Martin served as a Senior Consultant – Management Information Consulting Division at Arthur Andersen & Co., an accounting firm, where his responsibilities included programming and programming supervisory roles at large governmental agencies. Mr. Martin received a B.S. in Business Administration - Finance from Georgetown University in May 1980 and an M.B.A. in Finance from New York University in June 1993.

~~Materiality~~Feta Zabeli, age 56, has been a Director of the General Partner since October 2014. Mr. Zabeli has also served as ~~used~~a ~~throughout~~director ~~this~~on ~~section~~the Board of Directors of Morgan Stanley Investment Management, a financial services firm, since January 2015 and has been listed as a principal since February 2015. Mr. Zabeli is ~~based~~also onGlobal anHead ~~assessment~~of Risk for Morgan Stanley Investment Management’s Traditional Asset Management business where he is responsible for investment risk of ~~reasonably~~all ~~possible~~equity, fixed income, money market, ~~movements~~multi-asset class and alternatives ~~any~~portfolios. ~~associated~~He ~~potential~~is ~~losses,~~also ~~taking~~responsible ~~into~~for ~~account~~counterparty and quantitative model risk for the ~~leverage~~traditional asset management business. He joined Morgan Stanley in January 2012. Mr. Zabeli has been listed as a principal of Morgan Stanley Investment Management since February 2015 and the General Partner since October 2014. Mr. Zabeli was on garden leave in December 2011. From February 2006 to November 2011, ~~optionality~~Mr. Zabeli was Senior Vice President, and ~~multiplier~~most ~~features~~recently Global Co-Head of Risk, for AllianceBernstein L.P., a global investment firm, with various risk management assignments in Hong Kong, Tokyo, London and New York. From August 2006 to April 2009, Mr. Zabeli was based in Hong Kong for AllianceBernstein as the ~~Partnership’s~~Director ~~market-sensitive~~of ~~instruments~~Risk Management for Asia Pacific. From April 2009 to July 2011, he was based in ~~relation~~Tokyo for AllianceBernstein as both Director of Risk Management for Asia Pacific and Head of Risk Management for Japan. From July 2011 to November 2011, he was based in London for AllianceBernstein as Global Head of Operational & Credit/Counterparty Risk. In these roles at AllianceBernstein he was responsible for the ~~Partnership’s~~full ~~net~~range ~~assets~~of risk management functions including investment, operational and credit/counterparty risk. Prior to his Risk Management roles at Morgan Stanley and AllianceBernstein, Mr. Zabeli held positions as a managing director at Citigroup Asset Management, the asset management division of Citigroup, an international financial services company, from April 1998 to January 2006, where he worked as a quantitative research analyst and portfolio manager, and director at BARRA Inc., a global provider of risk analytic tools to investment institutions, from September 1993 to March 1998, where he developed risk models and applications. Mr. Zabeli received a B.S. in Aerospace Engineering from Rensselaer Polytechnic Institute in May 1982, an M.S. in Electrical Engineering from the University of Southern California in May 1988 and an M.B.A. from the University of California at Los Angeles in August 1992.

~~Qualitative~~44 ~~Disclosures Regarding Primary Trading Risk Exposures~~

TheTable following qualitative disclosures regarding the Partnership’s market risk exposures – except for (A) those disclosures that are statements of historical fact and (B) the descriptions of how the Partnership manages its primary market risk exposures – constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. The Partnership’s primary market risk exposures, as well as the strategies used and to be used by Ceres and the Trading Advisor for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, theContents

-Section 16(a) 82Beneficial -Ownership Reporting Compliance

~~emergence~~To ofthe ~~dominant~~Partnership’s ~~fundamental factors~~knowledge, ~~political~~all ~~upheavals,~~required ~~changes~~Section 16(a) infilings ~~historical~~during ~~price~~the ~~relationships,~~fiscal anyear ~~influx~~ended ~~of new market participants~~December 31, ~~increased~~2015 ~~regulation,~~were timely and ~~many~~correctly ~~other factors could result in material losses, as well as in material changes to the risk exposures and the risk management strategies of the Partnership~~made. ~~Investors must be prepared to lose all or substantially all of their investment in the Partnership.~~

~~The~~Code ~~Trading~~of ~~Advisor,~~Ethics ~~in general, tends to utilize trading system(s) to take positions when market opportunities develop, and Ceres anticipates that the Trading Advisor will continue to do so.~~

The ~~following~~Partnership ~~were~~has ~~the~~not ~~primary~~adopted ~~trading~~a ~~risk~~code ~~exposures~~ of ethics that applies to the Partnership’s asprincipal ofexecutive ~~December~~officer, 31principal financial officer, ~~2014~~principal accounting officer or controller, or persons performing similar functions. The Partnership is operated by ~~market~~its ~~sector~~general partner, Ceres. ItThe ~~may~~President, beChief ~~anticipated~~Financial Officer, ~~however~~and each member of the Board of Directors of Ceres are employees of Morgan Stanley and are subject to the code of ethics adopted by Morgan Stanley, ~~that~~the ~~these~~text ~~market~~of ~~exposures~~which ~~will~~can ~~vary~~be ~~materially~~viewed ~~over~~on ~~time~~Morgan Stanley’s website at http://www.morganstanley.com/individual/ourcommitment/codeofconduct.html.

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

~~Stock Indices.~~ The Partnership’s ~~primary equity exposure~~ is tooperated ~~equity price risk in the G-8 countries. The stock index futures traded~~ by ~~the~~its general ~~Partnership~~partner, ~~are~~Ceres, ~~limited~~and tohas ~~futures~~no onaudit ~~broadly based indices~~committee. ~~As of~~

-Item 11. 83EXECUTIVE -COMPENSATION

~~December~~The ~~31, 2014, the~~ Partnership’s ~~primary~~has ~~exposures~~no ~~were~~directors inand ~~the~~executive ~~E-Mini S&P 500 (U~~officers.~~S.),~~ ~~Dow~~As ~~Jones~~a ~~EURO~~limited ~~STOXX 50 (European Union)~~partnership, ~~DAX~~the ~~(Germany),~~business ~~Nikkei~~of ~~225~~the ~~(Japan),~~Partnership ~~and~~is ~~E-Mini~~managed ~~NASDAQ~~by ~~100~~Ceres, ~~(U.S.) stock indices. The Partnership~~ which is ~~primarily~~responsible ~~exposed~~for to the ~~risk~~administration of ~~adverse~~the ~~price~~business ~~trends~~affairs orof ~~static markets in~~ the ~~major European, U~~Partnership.~~S.,~~ ~~and~~The ~~Pacific~~Partnership ~~Rim~~pays ~~indices.~~Ceres ~~(Static~~a ~~markets~~General ~~would~~Partner ~~not~~fee ~~cause~~equal ~~major~~to ~~market~~an ~~changes~~annual ~~but~~rate ~~would~~of ~~make~~2.0% it(paid ~~difficult~~monthly) ~~for~~of the Partnership’s tonet ~~avoid being “whipsawed” into numerous small losses~~assets.)

~~Interest Rates~~Item 12. ~~Interest~~ ~~rate~~SECURITY ~~movements~~OWNERSHIP ~~directly~~OF ~~affect~~CERTAIN ~~the~~BENEFICIAL ~~price~~OWNERS ofAND ~~the~~MANAGEMENT ~~futures~~AND ~~positions~~RELATED STOCKHOLDER ~~held~~MATTERS by the Partnership and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries may materially affect the Partnership’s profitability. The Partnership’s primary interest rate exposure is to interest rate fluctuations in the United States and other G-8 countries. However, the Partnership may also take futures positions on the government debt of smaller nations – e.g., Australia and New Zealand.

~~Commodities:~~(a) Security Ownership of Certain Beneficial Owners – At February 29, 2016, Chris M. Carlos Revocable Trust, One National Drive, Atlanta, GA 30336-1631 was the beneficial owner of 125,270.988 Units, representing ownership of 6.5% of the outstanding Units of the Partnership.

~~Metals. The~~(b) ~~Partnership’s~~Security ~~primary~~Ownership ~~metals~~of ~~exposure~~Management as– ofAt December 31, ~~2014~~2015, ~~was~~Ceres toowned ~~fluctuations~~21,455.532 inUnits ~~the~~of ~~price~~general ofpartnership ~~gold~~interest, representing ~~copper,~~a ~~aluminum,~~1.1% ~~and~~percent ~~silver~~interest in the Partnership.

~~Grains. The~~(c) ~~Partnership’s~~Changes ~~trading risk exposure~~ in ~~grains~~Control is– ~~primarily to agricultural-related price movements, which are often directly affected by severe or unexpected weather conditions~~None. ~~Corn and the soybean complex accounted for the majority of the Partnership’s grain exposure as of December 31, 2014.~~

-45 ~~84 -~~

Energy. TheTable Partnership’sof primary energy market exposure is to oil and natural gas price movements, often resulting from political developments in the Middle East and weather conditions. Energy prices can be volatile and substantial profits and losses have been experienced and are expected to continue in this market.Contents

~~Softs~~Item 13. ~~The~~ ~~Partnership’s~~CERTAIN ~~trading~~RELATIONSHIPS ~~risk~~AND ~~exposure~~RELATED inTRANSACTIONS, ~~soft~~AND ~~commodities~~DIRECTOR INDEPENDENCE is primarily to agricultural-related price movements which are often directly affected by severe or unexpected weather conditions. Sugar and cocoa accounted for the majority of the Partnership’s soft commodity exposure as of December 31, 2014.

~~Livestock. The~~(a) ~~Partnership’s~~Transactions ~~primary~~with ~~risk~~related ~~exposure~~persons. ~~in livestock is to fluctuations in cattle and hog prices~~None.

~~Qualitative~~(b) ~~Disclosures~~Review, ~~Regarding~~approval ~~Means~~or ratification of ~~Managing~~transactions ~~Risk~~with ~~Exposure~~related persons. Not applicable.

~~The~~(c) ~~Partnership~~Promoters and ~~the~~certain ~~Trading~~control ~~Advisor,~~persons. ~~separately~~MS&Co., ~~attempt~~Morgan toStanley ~~manage~~Wealth ~~the~~Management ~~risk~~and of the ~~Partnership’s~~General ~~open~~Partner ~~positions~~could inbe ~~essentially~~considered promoters ~~the~~for ~~same~~purposes ~~manner~~of inItem ~~all~~404(c) ~~market~~of ~~categories~~Regulation ~~traded~~S-K. ~~Ceres~~ ~~attempts~~The tonature ~~manage~~and ~~market exposure by diversifying~~ the ~~Partnership’s~~amounts ~~assets among different market sectors through the selection~~ of acompensation ~~commodity~~each ~~trading~~promoter ~~advisor~~received ~~and~~or bywill ~~daily~~receive, ~~monitoring~~if ~~its performance. In addition~~any, from the ~~Trading~~Partnership ~~Advisor~~are ~~establishes diversification guidelines, often~~ set inforth ~~terms~~under ofItem ~~the~~1. ~~maximum~~Business, ~~margin~~Item 8. toFinancial Statements beand ~~committed~~Supplementary toData. ~~positions~~and inItem ~~any~~11. ~~one~~Executive ~~market sector or market-sensitive instrument~~Compensation.

~~Ceres monitors and controls the risk of the Partnership’s non-trading instrument, cash~~Item 14. ~~Cash~~ isPRINCIPAL ~~the~~ACCOUNTANT FEES ~~only~~AND ~~Partnership~~SERVICES ~~investment directed by Ceres, rather than the Trading Advisor.~~

-Ceres, 85on -behalf of the Partnership, pays all accounting fees. The Partnership reimburses Ceres through the General Partner fee it pays, as discussed in the Notes to Financial Statements in the Annual Report to the Limited Partners for the year ended December 31, 2015.

~~Item~~(1) 8Audit Fees. ~~FINANCIAL~~ ~~STATEMENTS~~The ~~AND~~aggregate ~~SUPPLEMENTARY~~fees ~~DATA~~billed for each of the last two fiscal years for professional services rendered by Deloitte & Touche LLP (“D&T”) for the years ended December 31, 2015 and 2014 for the audit of the Partnership’s annual financial statements, review of financial statements included in the Partnership’s Forms 10-Q and 10-K and other services normally provided in connection with regulatory filings or engagements were:

The Financial Statements are incorporated by reference to the Partnership's December 31, 2014 Annual Report, which is filed as Exhibit 13.01 hereto.


2015		$55,800
2014		$52,400

~~Supplementary~~(2) ~~data~~Audit-Related ~~specified~~Fees. byNone. ~~Item 302 of Regulation S-K:~~

~~Summary~~(3) ofTax ~~Quarterly~~Fees. ~~Results~~The ~~(Unaudited)~~Partnership did not pay D&T any amounts in 2015 and 2014 for professional services in connection with tax compliance, tax advice, and tax planning.

	Total Trading Results	Net	Net Income/
Quarter Ended	including interest income	Income/(Loss)	(Loss) Per Unit
2014
March 31	$(76,916)	$(741,479)	$(0.25)
June 30	2,282,176	1,867,079	0.75
September 30	522,166	120,501	0.05
December 31	5,104,706	3,912,771	1.77
Total	$7,832,132	$5,158,872	$2.32
2013
March 31	$2,978,468	$2,176,387	$0.59
June 30	(564,595)	(1,355,248)	(0.41)
September 30	(407,687)	(1,106,249)	(0.32)
December 31	3,885,754	3,187,059	0.99
Total	$5,891,940	$2,901,949	$0.85

(4) All Other Fees. None.

~~Item~~46 ~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

None.Table of Contents

-PART 86IV -

Item 9A 15. ~~CONTROLS~~ ~~AND~~EXHIBITS, ~~PROCEDURES~~FINANCIAL STATEMENT SCHEDULES

~~Under~~1. ~~the~~Listing ~~supervision and with the participation~~ of ~~the management of Ceres, Ceres’ President (Ceres’ principal executive officer) and Chief~~ Financial ~~Officer~~Statements (Ceres’ principal financial officer) have evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2014. The Partnership’s disclosure controls and procedures are designed to provide reasonable assurance that information the Partnership is required to disclose in the reports that the Partnership files or submits under the Exchange Act are recorded, processed, summarized and reported within the time period specified in the applicable rules and forms. Based on this evaluation, the President and Chief Financial Officer of Ceres have concluded that the disclosure controls and procedures of the Partnership were effective at December 31, 2014.

~~Management’s~~The following financial statements and report of independent registered public accounting firm, all appearing in the accompanying Annual Report onto ~~Internal~~Limited ~~Control~~Partners ~~Over~~for ~~Financial~~the ~~Reporting~~year ended December 31, 2015, are incorporated by reference to Exhibit 13.01 of this Form 10-K:

~~Ceres~~- isReport ~~responsible~~of ~~for~~Deloitte ~~establishing~~& ~~and~~Touche ~~maintaining~~LLP, ~~adequate~~independent ~~internal~~registered ~~control~~public ~~over~~accounting ~~financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)~~firm.

~~Ceres~~- ~~has~~Statements ~~assessed the effectiveness~~ of ~~the~~Financial ~~Partnership’s internal control over financial reporting as of December 31~~Condition, ~~2014. In~~including ~~making this assessment, Ceres used~~ the ~~criteria~~Condensed ~~set~~Schedules ~~forth by the Committee~~ of ~~Sponsoring Organizations of the Treadway Commission~~Investments, ~~known~~ as ~~COSO, in Internal Control-Integrated Framework 2013. Ceres has concluded that, as~~ of December 31, ~~2014,~~2015 ~~the~~and ~~Partnership’s internal control over financial reporting is effective based on these criteria~~2014. ~~This report shall not be deemed to be filed for~~

- 87Statements -of Income and Expenses and Changes in Partners’ Capital for the years ended December 31, 2015, 2014 and 2013.

purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This annual report does not include an attestation report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting pursuant to SEC rules that permit the Partnership, as a non-~~accelerated~~ ~~filer,~~Notes to ~~provide~~Financial ~~only management’s report in this annual report~~Statements.

~~Changes~~With the exception of the aforementioned information and the information incorporated in ~~Internal~~Items ~~Control~~7, ~~over~~8 ~~Financial~~and ~~Reporting~~13, the Annual Report to Limited Partners for the year ended December 31, 2015 is not deemed to be filed with this report.

~~There~~2. ~~have~~Listing ~~been no changes during the period covered by this annual report in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)~~ of ~~the~~Financial ~~Exchange~~Statement ~~Act)~~Schedules ~~that have materially affected or are reasonably likely to materially affect the Partnership’s internal control over financial reporting.~~

~~Limitations~~No onFinancial ~~the~~Statement ~~Effectiveness~~schedules ofare ~~Controls~~required to be filed with this report.

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

~~Item~~For 9Bthe exhibits incorporated by reference or filed herewith to this report, refer to Exhibit Index on Pages E-1 to E-3. ~~OTHER~~ ~~INFORMATION~~

~~None.~~47

-Table 88of -Contents

~~PART~~SIGNATURE ~~III~~

~~Item~~Pursuant ~~10. DIRECTORS~~to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~EXECUTIVE~~the ~~OFFICERS~~registrant ~~AND~~has ~~CORPORATE~~duly ~~GOVERNANCE~~caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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


	MORGAN STANLEY SMITH BARNEY CHARTER WNT L.P. (Registrant)

	By:	Ceres Managed Futures LLC
		(General Partner)

March 28, 2016	By:	/s/Patrick T. Egan
		Patrick T. Egan
		President and Director

~~The~~Pursuant ~~directors~~to ~~and executive officers of~~ the ~~General~~requirements ~~Partner are Patrick T. Egan (President and Chairman~~ of the ~~Board~~Securities ofExchange ~~Directors~~Act of ~~the General Partner)~~1934, ~~Steven~~this ~~Ross~~report ~~(Chief~~has ~~Financial~~been ~~Officer),~~signed ~~Alper~~below ~~Daglioglu~~by (Director), Jeremy Beal (Director), Colbert Narcisse (Director), Harry Handler (Director), Kevin Klingert (Director), M. Paul Martin (Director), Frank Smith (Director) and Feta Zabeli (Director). Each director holds office until the following ~~earlier~~persons ~~of his or her death, resignation or removal. Vacancies~~ on ~~the~~behalf ~~board~~ of ~~directors may be filled by either (i)~~ the ~~majority~~registrant ~~vote~~and ofin the ~~remaining~~capacities ~~directors~~and oron ~~(ii) MSSBH, as~~ the ~~sole~~dates ~~member of the General Partner~~indicated. ~~The~~ officers of the General Partner are designated by the General Partner’s board of directors. Each officer will hold office until his or her successor is designated and qualified or until his or her death, resignation or removal.

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

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BY:	/s/	Patrick T. Egan	March 28, 2016
		Patrick T. Egan, President, Director

	/s/	Steven Ross	March 28, 2016
		Steven Ross, Chief Financial Officer, Director,
		Principal Accounting Officer

	/s/	M. Paul Martin	March 28, 2016
		M. Paul Martin, Director

	/s/	Feta Zabeli	March 28, 2016
		Feta Zabeli, Director

~~Patrick~~48 T. Egan, age 45, has been a Director of the General Partner since December 2010. Since December 2010, Mr. Egan has been a principal and registered as an associated person of the General Partner, and is an associate member of NFA, and since August 2013, Mr. Egan has been registered as a swap associated person of the General Partner. Since October 2014, Mr. Egan has served as President and Chairman of the Board of Directors of the General Partner, and since January 2015, Mr. Egan has been employed by the General Partner. From September 2013 to May 2014, Mr. Egan served as a Vice President of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities, and Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. From September 2013 to May 2014, Mr. Egan was registered as an associated person and listed as a principal of each such entity. Since January 2013, each such entity has been registered as a commodity pool operator with the CFTC. Mr. Egan was responsible for overseeing the implementation of certain CFTC and NFA regulatory requirements applicable to such entities. From June 2009 to December 2014, Mr. Egan was employed by Morgan Stanley Wealth Management, a financial services firm, where his responsibilities have included serving as Executive Director and as Co-Chief Investment Officer for Morgan Stanley Managed Futures from June 2009 through June 2011, as Chief Risk Officer for Morgan Stanley Managed Futures from June 2011 through October 2014, and as Head of Morgan Stanley Managed Futures since October 2014. From November 2010 to October 2014, Mr. Egan was registered as an associated person of Morgan Stanley Wealth Management. From April 2007 through June 2009, Mr. Egan was employed by MS&Co., a financial services firm, where his responsibilities included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department.

-Table 90of -Contents

~~From~~EXHIBIT ~~April~~INDEX 2007 through November 2010, Mr. Egan was registered as an associated person of MS&Co. From March 1993 through April 2007, Mr. Egan was employed by Morgan Stanley DW Inc., a financial services firm, where his initial responsibilities included serving as an analyst and manager within the Managed Futures Department (with primary responsibilities for product development, due diligence, investment analysis and risk management of the firm’s commodity pools) and later included serving as Head of Due Diligence and Manager Research for Morgan Stanley’s Managed Futures Department. From February 1998 through April 2007, Mr. Egan was registered as an associated person of Morgan Stanley DW Inc. From August 1991 through March 1993, Mr. Egan was employed by Dean Witter Intercapital, the asset management arm of Dean Witter Reynolds, Inc., where his responsibilities included serving as a mutual fund administration associate. Mr. Egan also served as a Director from November 2004 through October 2006, and from November 2006 through October 2008 of the Managed Funds Association’s Board of Directors, a position he was elected to by industry peers for two consecutive two-year terms. Mr. Egan earned his Bachelor of Business Administration degree with a concentration in Finance in May 1991 from the University of Notre Dame.

~~Steven~~ITEM Ross, age 43, has been Chief Financial Officer and a principal of the General Partner since July 2014. Mr. Ross has been employed by Morgan Stanley Investment Management, a financial services firm, since September 2005, where his responsibilities include serving as an Assistant Treasurer of Morgan Stanley with respect to certain investment vehicles publicly offered by Morgan Stanley. Mr. Ross is also an Executive Director of the Morgan Stanley Fund Administration Group where he is responsible for finance and accounting matters for certain private

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3.01		Sixth Amended and Restated Limited Partnership Agreement, dated as of January 1, 2016, is incorporated by reference from Exhibit 3.1 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on January 7, 2016.

3.02		Certificate of Limited Partnership, dated July 15, 1998, is incorporated by reference to Exhibit 3.02 of the Partnership’s Registration Statement on Form S-1 (File No. 333-60103) filed with the Securities and Exchange Commission on July 29, 1998.

3.03		Certificate of Amendment of Certificate of Limited Partnership, dated November 1, 2001 (changing its name from Morgan Stanley Dean Witter Millburn L.P.), is incorporated by reference to Exhibit 3.01 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

3.04		Certificate of Amendment to the Certificate of Limited Partnership, dated October 13, 2006 (changing its name from Morgan Stanley Charter Millburn L.P.), is incorporated by reference to Exhibit 3.04 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on October 19, 2006.

3.05		Certificate of Amendment of Certificate of Limited Partnership, dated June 1, 2009, (changing the name and mailing address of the general partner of the Partnership), is incorporated by reference to Exhibit 3.05 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on June 4, 2009.

3.06		Certificate of Amendment of Certificate of Limited Partnership, dated September 29, 2009 (changing its name from Morgan Stanley Charter WCM L.P. to Morgan Stanley Smith Barney Charter WNT L.P.), is incorporated by reference to Exhibit 3.06 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on October 5, 2009.

~~funds~~E-1 offered by Morgan Stanley. Before joining Morgan Stanley Investment Management, Mr. Ross was employed by JPMorgan Investor Services Co., a financial services firm, from December 1997 through September 2005, where his responsibilities included serving as a Vice President responsible for the accounting of certain funds sponsored by JP Morgan Chase & Co. and other large fund families serviced by JPMorgan Investor Services Co. From April 1997 to December 1997, Mr. Ross was employed by Investors Bank & Trust, a financial services firm, where his responsibilities included performing mutual fund accounting for financial services firms. Mr. Ross began his career at Putnam Investments LLC, a financial services firm, where he was responsible for providing broker services for certain funds sponsored by Putnam Investments LLC from August 1996 to April 1997. Mr. Ross received a B.S. in Accounting from Rhode Island College in May 1995.

AlperTable Daglioglu, age 38, has been a Director, and listed as a principal, of the General Partner since December 2010. He served as President of the General Partner from August 2013 through September 2014. Since October 2013, Mr. Daglioglu has also been registered as an associated person of the General Partner, and is an associate member of NFA. Since November 2013, Mr. Daglioglu has been registered as a swap associated person of the General Partner. Since May 2014, Mr. Daglioglu has been listed as a principal and registered as an associated person of each of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities, and Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. Mr. Daglioglu was appointed Deputy Chief Investment Officer for the Alternative Investments Group at Morgan Stanley Smith Barney LLC, a financial services firm, in August 2013. Since December 2010, Mr.Contents

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10.01		Management Agreement, dated as of October 13, 2006, among the Partnership, the General Partner, and Winton Capital Management Limited, is incorporated by reference to Exhibit 10.02 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on October 19, 2006.

10.01(a)		Amendment No. 1 to Management Agreement, dated as of April 29, 2011, by and among the Partnership, the General Partner and Winton Capital Management Limited, is incorporated by reference to Exhibit 10.02(b) of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on May 3, 2011.

10.01(b)		Amendment No. 2 to Management Agreement, dated as of January 1, 2012, by and among the Partnership, the General Partner and Winton Capital Management Limited, is incorporated by reference to Exhibit 10.02(b) of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on January 6, 2012.

10.02		Form of Subscription and Exchange Agreement and Power of Attorney to be executed by each purchaser of Units is incorporated by reference to Exhibit B of the Partnership’s Prospectus dated May 1, 2008, as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on May 6, 2008.

10.03		Escrow Agreement, dated as of July 25, 2007, among The Bank of New York, the General Partner, and Morgan Stanley & Co. Incorporated is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on July 31, 2007.

10.04		Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW, dated as of November 13, 2000, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

10.04(a)		Amendment No. 1 to the Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW Inc. is incorporated by reference to Exhibit 10.05(a) of the Partnership’s Form 10-Q (File No. 0-25605) filed with the Securities and Exchange Commission on November 10, 2005.

10.04(b)		Amendment No. 2 to the Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated July 1, 2005, is incorporated by reference to Exhibit 10.05(b) of the Partnership’s Form 10-Q (File No. 0-25605) filed with the Securities and Exchange Commission on August 15, 2005.

10.05		Amended and Restated Commodity Futures Customer Agreement, between MS&Co. and the Funds listed on Appendix A thereto, dated as of November 12, 2013, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 0-25605) filed with the Securities and Exchange Commission on November 13, 2013.

10.06		Customer Agreement between the Partnership and MSIP, dated as of November 6, 2000, is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

Daglioglu has been employed by Morgan Stanley Smith Barney LLC where his responsibilities include serving as Managing Director as well as Chief Investment Officer for Morgan Stanley Smith Barney Managed Futures and serving on the Alternative Investments Product Review Committee of Morgan Stanley Smith Barney LLC’s Alternative Investments Group. Mr. Daglioglu has been registered as an associated person of Morgan Stanley Smith Barney LLC since October 2013. From June 2009 through December 2010, Mr. Daglioglu was employed by Morgan Stanley Smith Barney LLC, where his responsibilities included serving as a Senior Analyst in the Product Origination Group. From December 2003 through June 2009, Mr. Daglioglu was employed by Morgan Stanley, a financial services firm, where his responsibilities included serving as a Senior Analyst in the Product Origination Group, and serving as the lead investment analyst for Global Macro and Managed Futures strategies within Morgan Stanley Graystone Research Group from February 2007 through June 2009. Mr. Daglioglu earned his Bachelor of Science degree in Industrial Engineering in June 2000 from Galatasaray University and his Master of Business Administration degree in Finance in May 2003 from the University of MassachusettsE-~~Amherst’s~~2 Isenberg School of Management. Mr. Daglioglu was awarded a full merit scholarship and research assistantship at the Center for International Securities and Derivatives Markets during his graduate studies. In this capacity, he worked with various major financial institutions in performance monitoring, asset allocation and statistical analysis projects and specialized on alternative approaches to risk assessment for hedge funds and managed futures. Mr. Daglioglu wrote and published numerous research papers on alternative investments. Mr. Daglioglu is a Chartered Alternative Investment Analyst charter holder.

-Table 93of -Contents

Jeremy Beal, age 40, has been a Director and listed as a principal of the General Partner since August 2013. From August 2013 through September 2014, Mr. Beal served as Chairman of the Board of Directors of the General Partner. Since May 2013, Mr. Beal has been employed by Morgan Stanley, a financial services firm, where his responsibilities include serving as the Head of Product Strategy and Development, Global Alternative Investments. Mr. Beal has been a Vice President and Director since June 2013, and listed as a principal since July 2013, of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities. Mr. Beal has also been a Vice President and Director since June 2013, and listed as a principal since August 2013, of Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. Since January 2013, each of Morgan Stanley GWM Feeder Strategies LLC and Morgan Stanley HedgePremier GP LLC has been registered as a commodity pool operator with the CFTC. Mr. Beal is responsible for general management and oversight with respect to such entities. Mr. Beal has also been employed by Morgan Stanley Smith Barney Private Management LLC, Morgan Stanley Smith Barney Private Management II LLC, and Morgan Stanley Smith Barney Venture Services LLC, each an investment management company, since June 2013, where his responsibilities include acting as Vice President and Director. In October 2012, Mr. Beal was appointed Chief Operating Officer of JE Moody & Company LLC, a hedge fund and commodity trading advisor, although he did not exercise all authorities associated with the role prior to his departure in May 2013. Prior to joining JE Moody & Company LLC, Mr. Beal was employed by Morgan Stanley Smith Barney LLC, a financial services firm, where his responsibilities included serving as Chief Operating Officer, Global Alternative Investments from July 2009 through September 2012, and acting as Head


10.07		Foreign Exchange and Options Master Agreement between MS&Co. and the Partnership, dated as of August 30, 1999, is incorporated by reference to Exhibit 10.05 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

10.08		Form of Subscription Agreement Update Form is incorporated by reference to Exhibit C of the Partnership’s Prospectus, dated May 1, 2008, as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on May 6, 2008.

10.09		Securities Account Control Agreement among the Partnership, and MS&Co. dated as of May 1, 2000, is incorporated by reference to Exhibit 10.03 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

10.10		Amended and Restated Alternative Investment Selling Agent Agreement, dated as of March 3, 2016, by and among the General Partner, Morgan Stanley Wealth Management and the partnerships listed on Schedule 1 thereto, is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on March 8, 2016.

10.11		U.S. Treasury Securities Purchase Authorization Agreement, effective as of June 1, 2015, by and among MS&Co. and the Partnership, is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 4, 2015.

10.12		Amended and Restated Master Services Agreement, effective as of March 15, 2015, by and among SS&C Technologies, Inc., the General Partner and each of the collective investment vehicles listed in Schedule C thereto, is incorporated by reference to Exhibit 10.1 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on August 6, 2015.

13.01		December 31, 2015, Annual Report to Limited Partners is filed herewith.

31.01		Certification of President of Ceres Managed Futures LLC, the general partner of the Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02		Certification of Chief Financial Officer of Ceres Managed Futures LLC, the general partner of the Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01		Certification of President of Ceres Managed Futures LLC, the general partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.02		Certification of Chief Financial Officer of Ceres Managed Futures LLC, the general partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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-^ 94Submitted -electronically herewith.

ofE-3 Product Development and Management, Alternative Investments for Morgan Stanley from May 2007 through July 2009. From March 2002 through May 2007, Mr. Beal was employed by Morgan Stanley, where his responsibilities included acting as Head of Product Development, Managed Futures for Morgan Stanley from May 2005 through May 2007, and acting as Senior Associate, Managed Futures from March 2002 through May 2005. Mr. Beal earned his Bachelor of Science degree in Business Administration in May 1997 from Pacific University and his Juris Doctor and Master of Business Administration degree in May 2001 from Willamette University.

Colbert Narcisse, age 49, has been a Director of the General Partner since December 2011 and listed as a principal of the General Partner since February 2012. Since December 2012, Mr. Narcisse has been a Director on the Board of Directors and listed as a principal of Morgan Stanley GWM Feeder Strategies LLC, which acts as a general partner to multiple alternative investment entities, and Morgan Stanley HedgePremier GP LLC, which acts as a general partner and administrative agent to numerous hedge fund feeder funds. Since January 2013, each such entity has been registered as a commodity pool operator with the CFTC. Since February 2011, Mr. Narcisse has been a Managing Director at Morgan Stanley Smith Barney LLC, a financial services firm, where his responsibilities have included serving as Head of the Alternative Investment Group, Head of the Corporate Equity Solutions Group, and Chief Operating Officer of the Investment Strategy and Client Solutions Division. From July 2009 until February 2011, Mr. Narcisse served as Chief Executive Officer of Gold Bullion International, a business services company that enables retail investors to acquire, manage and store physical precious metals through their financial advisor. From March 2009 until July 2009, Mr. Narcisse took personal leave. From August 1990 until March 2009, Mr. Narcisse was employed by Merrill Lynch & Co., Inc.,

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a financial services firm, where his responsibilities included serving as Chief Operating Officer of Americas Investment Banking, Chief Operating Officer of the Global Wealth Management Division, and as an investment banker in both the Financial Institutions and Public Finance Groups. From July 1987 until August 1990, Mr. Narcisse was employed by the Federal Reserve Bank of New York, where his responsibilities included serving as a Bank Examiner. Additionally, Mr. Narcisse serves on the Board of Harlem RBI, as the Vice Chair of Finance for the Montclair Cooperative School Board of Trustees, as an Audit Committee Member of the New York City Housing Authority, and as a Member of the Executive Leadership Council. Mr. Narcisse received his Bachelor of Science degree in Finance in June 1987 from New York University. He received his Master of Business Administration degree in July 1992 from Harvard Business School.

Harry Handler, age 56, has been a Director of the General Partner since December 2010. Since December 2010, Mr. Handler has been registered as an associated person and listed as a principal of the General Partner, and is an associate member of NFA. Mr. Handler was listed as a principal of Demeter from May 2005, and was registered as an associated person of Demeter from April 2006, until Demeter’s combination with the General Partner in December 2010. Mr. Handler was registered as an associated person of Morgan Stanley DW Inc., a financial services firm, from February 1984 until on or about April 2007, when, because of the merger of Morgan Stanley DW Inc. into MS&Co., he became registered as an associated person of MS&Co. due to the transfer of his original registration as an associated person of Morgan Stanley DW Inc. Mr. Handler withdrew as an associated person of MS&Co. in June 2009. Mr. Handler has been registered as an associated person of Morgan Stanley

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Smith Barney LLC since June 2009 and listed as a branch office manager since February 2013. Mr. Handler serves as an Executive Director at Morgan Stanley Smith Barney LLC in the Global Wealth Management Group. Mr. Handler works in the Capital Markets Division and is responsible for Electronic Equity and Securities Lending. Additionally, Mr. Handler serves as Chairman of the Global Wealth Management Group’s Best Execution Committee. In his prior position, Mr. Handler was a Systems Director in Information Technology, in charge of Equity and Fixed Income Trading Systems along with the Special Products, such as Unit Trusts, Managed Futures, and Annuities. Prior to his transfer to the Information Technology Area, Mr. Handler managed the Foreign Currency and Precious Metals Trading Desk of Dean Witter, a financial services firm and predecessor company to Morgan Stanley, from July 1982 until January 1984. He also held various positions in the Futures Division where he helped to build the Precious Metals Trading Operation at Dean Witter. Before joining Dean Witter, Mr. Handler worked at Mocatta Metals, a precious metals trading firm and futures broker that was sold to Standard Charted Bank in the 1980’s, as an Assistant to the Chairman from March 1980 until June 1982. His roles at Mocatta Metals included positions on the Futures Order Entry Desk and the Commodities Exchange Trading Floor. Additional work included building a computerized Futures Trading System and writing a history of the company. Mr. Handler graduated on the Dean’s List from the University of Wisconsin-Madison with a Bachelor of Arts degree in History and Political Science.

Kevin Klingert, age 51, has been a Director of the General Partner since October 2014. Mr. Klingert has also served as Managing Director of Morgan Stanley Investment Management, a financial services firm, since December 2007, where his responsibilities include serving as head of the Morgan Stanley

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Investment Management Liquidity business since July 2010 and as Chief Operating Officer of Morgan Stanley Investment Management’s Traditional Asset Management business, including Long-Only, Alternative Investment Partners, and Global Liquidity, since February 2013. Mr. Klingert has been listed as a principal of Morgan Stanley Investment Management since May 2013. Mr. Klingert has been listed as a principal of the General Partner since October 2014. From June 2008 through July 2010, Mr. Klingert served as the Vice President of the U.S. registered mutual fund family managed by Morgan Stanley Investment Management, where his responsibilities included handling certain administrative matters related to the funds. From April 2008 until July 2010, Mr. Klingert served as the Global Head, Chief Operating Officer and Acting Chief Investment Officer of the Fixed Income Group of Morgan Stanley Investment Management. From December 2007 through July 2010, Mr. Klingert served as the Head of Global Liquidity Portfolio Management and Co-Head of Liquidity Credit Research of Morgan Stanley Investment Management. Mr. Klingert was listed as a principal of Morgan Stanley Hedge Fund Partners Cayman Ltd., a commodity pool operator, from September 2009 to September 2011, where his responsibilities included, along with the company’s other directors, making all management decisions on behalf of the company. From February 2007 until November 2007, Mr. Klingert was on sabbatical. Prior to joining Morgan Stanley Investment Management, Mr. Klingert was Managing Director on the Management Committee and head of Municipal Portfolio Management and Liquidity at BlackRock, Inc., a financial services firm, from October 1991 through January 2007. From March 1985 until October 1991, Mr. Klingert was an Assistant Vice President Municipal Portfolio Manager at Merrill Lynch & Co., Inc., an investment bank. Mr. Klingert received a B.S. in Business Administration from SUNY Oswego in May 1984 and an M.B.A. in Finance from New York University in February 1990.

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M. Paul Martin, age 55, has been a Director of the General Partner since October 2014. Mr. Martin has also served as Managing Director – Global Operations of Morgan Stanley Investment Management, a financial services firm, since June 2006, where his responsibilities include managing all elements of in-sourced and out-sourced global operations, and serving as a senior member of Morgan Stanley Investment Management’s Management, Risk Management, & New Products Committees. Mr. Martin has been listed as a principal of the General Partner since October 2014. Mr. Martin previously served as the Managing Director and Chief Operating Officer of Morgan Stanley Fund Services, a financial services firm, where his responsibilities included launching the Hedge Fund Administration business and being responsible for operations, fund accounting and administration, technology and compliance, from May 2004 through May 2006. Previously, Mr. Martin served as Managing Director – Institutional Investment Operations of Morgan Stanley Investment Management from January 1995 until April 2004, where his responsibilities included trading room support, portfolio administration, service provider management, and derivatives processing and control. From April 1994 through January 1995, Mr. Martin served as Senior Vice President and Head of Custody Operations for Fidelity Investments, a financial services firm. From October 1989 through April 1994, Mr. Martin served as Executive Director and Head of Global Operations for Morgan Stanley Trust Company, a financial services firm. Mr. Martin also served as Vice President – Information Technology for MS&Co., a financial services firm, from June 1984 through October 1989, where his responsibilities included acting as Senior Developer and Programming Manager – Prime Brokerage and Securities Clearance Systems, and as Part-time Manager – IT Training Program. From February 1984 through May 1984, Mr. Martin served as a Senior Analyst in the Financial Control Group of Shearson Lehman Brothers, Inc., a financial services firm. From October 1980 through January 1984,

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Mr. Martin served as a Senior Consultant – Management Information Consulting Division at Arthur Andersen & Co., an accounting firm, where his responsibilities included programming and programming supervisory roles at large governmental agencies. Mr. Martin received a B.S. in Business Administration - Finance from Georgetown University in May 1980 and an M.B.A. in Finance from New York University in June 1993.

Frank Smith, age 48, has been a Director of the General Partner since October 2014. Mr. Smith has also served as an Executive Director of Morgan Stanley Investment Management, a financial services firm, since August 2000, where his responsibilities include serving as Treasurer and Chief Financial Officer of Morgan Stanley Funds as well as Executive Director of U.S. Fund Administration. Mr. Smith has been listed as a principal of the General Partner since October 2014. Mr. Smith previously served as a senior manager of the audit group at PricewaterhouseCoopers, an accounting firm, from December 1997 to August 2000. Mr. Smith was responsible for managing the audits of multiple clients while at PricewaterhouseCoopers LLP. Prior to PricewaterhouseCoopers, Mr. Smith was a Fund Administration manager at BlackRock, Inc., a mutual fund complex, from July 1996 to December 1997. At BlackRock he oversaw multiple vendors who performed accounting services for the funds. From December 1994 to July 1996, Mr. Smith served as an audit manager at Coopers & Lybrand, an accounting firm, where he was responsible for managing multiple client audits. After college, Mr. Smith began his career at McGladrey & Pullen, LLP, certified public accountants, where he served as an audit manager from June 1987 to December 1994. At McGladrey & Pullen, he was responsible for managing multiple client audits. Mr. Smith received a B.S. in Accounting from St. John’s University in May 1987.

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Feta Zabeli, age 54, has been a Director of the General Partner since October 2014. Mr. Zabeli is also Global Head of Risk for Morgan Stanley Investment Management’s Traditional Asset Management business where he is responsible for investment risk of all equity, fixed income, money market, multi-asset class and alternatives portfolios. He is also responsible for counterparty and quantitative model risk for the traditional asset management business. He joined Morgan Stanley in January 2012. Mr. Zabeli was appointed to the Board of Directors of MSIM Inc., an affiliate of the General Partner, effective January 30, 2015. Mr. Zabeli has been listed as a principal of the General Partner since October 2014. Mr. Zabeli was on garden leave in December 2011. From February 2006 to November 2011, Mr. Zabeli was Senior Vice President, and most recently Global Co-Head of Risk, for AllianceBernstein L.P., a global investment firm, with various risk management assignments in Hong Kong, Tokyo, London and New York. From August 2006 to April 2009, Mr. Zabeli was based in Hong Kong for AllianceBernstein as the Director of Risk Management for Asia Pacific. From April 2009 to July 2011, he was based in Tokyo for AllianceBernstein as both Director of Risk Management for Asia Pacific and Head of Risk Management for Japan. From July 2011 to November 2011, he was based in London for AllianceBernstein as Global Head of Operational & Credit/Counterparty Risk. In these roles at AllianceBernstein he was responsible for the full range of risk management functions including investment, operational and credit/counterparty risk. Prior to his Risk Management roles at Morgan Stanley and AllianceBernstein, Mr. Zabeli held positions as a managing director at Citigroup Asset Management, the asset management division of Citigroup, an international financial services company, from April 1998 to January 2006, where he worked as a quantitative research analyst and portfolio manager, and director at BARRA Inc., a global provider of risk analytic tools to investment

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institutions, from September 1993 to March 1998, where he developed risk models and applications. Mr. Zabeli received a B.S. in Aerospace Engineering from Rensselaer Polytechnic Institute in May 1982, an M.S. in Electrical Engineering from the University of Southern California in May 1988 and an M.B.A. from the University of California at Los Angeles in August 1992.

Section 16(a) Beneficial Ownership Reporting Compliance

To the Partnership’s knowledge, all required Section 16(a) filings during the fiscal year ended December 31, 2014, were timely and correctly made.

Code of Ethics

The Partnership has not adopted a code of ethics that applies to the Partnership’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Partnership is operated by its general partner, Ceres. The President, Chief Financial

Officer, and each member of the Board of Directors of Ceres are employees of Morgan Stanley and are subject to the code of ethics adopted by Morgan Stanley, the text of which can be viewed on Morgan Stanley’s website at http://www.morganstanley.com/individual/ourcommitment/codeof conduct. html.

The Audit Committee

The Partnership is operated by its general partner, Ceres, and has no audit committee.

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Item 11. EXECUTIVE COMPENSATION

The Partnership has no directors and executive officers. As a limited partnership, the business of the Partnership is managed by Ceres, which is responsible for the administration of the business affairs of the Partnership. The Partnership pays Ceres a general partner administrative fee equal to an annual rate of 2.0% (paid monthly) of the Partnership’s net assets.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a) Security Ownership of Certain Beneficial Owners – At February 28, 2014, Thalia N. Carlos Revocable Trust, 3340 Peachtree Rd. NE Ste 250, Atlanta, GA 30326-1045 was the beneficial owner of 109,351.299 Units, representing ownership of 5.18 percent of the outstanding Units of the Partnership.

(b) Security Ownership of Management – At December 31, 2014, Ceres owned 24,768.986 Units of general partnership interest, representing a 1.15 percent interest in the Partnership.

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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

Refer to Note 2. Summary of Significant Accounting Policies, Note 3. Related Party Transactions, and Note 4. Trading Advisors of “Notes to Financial Statements”, in the accompanying Annual Report to Limited Partners for the year ended December 31, 2014, which is incorporated by reference to Exhibit 13.01 of this

Form 10-K. In its capacity as the Partnership’s retail commodity broker, MS&Co. received commodity brokerage fees (paid and accrued by the Partnership) of $1,125,659 for the year ended December 31, 2014.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

MS&Co., on behalf of the Partnership, pays all accounting fees. The Partnership reimburses MS&Co. through the brokerage fees it pays, as discussed in the Notes to Financial Statements in the Annual Report to the Limited Partners for the year ended December 31, 2014.

(1) Audit Fees. The aggregate fees for professional services rendered by Deloitte & Touche LLP (“D&T”) in connection with their audit of the Partnership’s financial statements and review of the financial statements included in the Quarterly Reports on Form 10-Q and in connection with statutory and regulatory filings were approximately $52,400 for the year ended December 31, 2014, and $50,965 for the year ended December 31, 2013.

(2) Audit-Related Fees. None.

(3) Tax Fees. The Partnership did not pay D&T any amounts in 2014 and 2013 for professional services in connection with tax compliance, tax advice, and tax planning.

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(4) All Other Fees. None.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1. Listing of Financial Statements

The following financial statements and report of independent registered public accounting firm, all appearing in the accompanying Annual Report to Limited Partners for the year ended December 31, 2014, are incorporated by reference to Exhibit 13.01 of this Form 10-K:

- Report of Deloitte & Touche LLP, independent registered public accounting firm.

- Statements of Financial Condition, including the Condensed Schedules of Investments, as of December 31, 2014 and 2013.

- Statements of Income and Expenses and Changes in Partners' Capital for the years ended December 31, 2014, 2013, and 2012.

- Notes to Financial Statements.

With the exception of the aforementioned information and the information incorporated in Items 7, 8, and 13, the Annual Report to Limited Partners for the year ended December 31, 2014 is not deemed to be filed with this report.

2. Listing of Financial Statement Schedules

No Financial Statement schedules are required to be filed with this report.

3. Exhibits

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

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SIGNATURE

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

	MORGAN STANLEY SMITH BARNEY CHARTER WNT L.P.
	(Registrant)
	By:	Ceres Managed Futures LLC
		(General Partner)
March 27, 2015	By:	/s/Patrick T. Egan
		Patrick T. Egan
		President and Director

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

Ceres Managed Futures LLC

BY:	/s/	Patrick T. Egan	March 27, 2015
		Patrick T. Egan, President, Director
	/s/	Steven Ross	March 27, 2015
		Steven Ross, Chief Financial Officer, Principal Accounting
		Officer
	/s/	Alper Daglioglu	March 27, 2015
		Alper Daglioglu, Director
	/s/	Kevin Klingert	March 27, 2015
		Kevin Klingert, Director
	/s/	Harry Handler	March 27, 2015
		Harry Handler, Director
	/s/	Jeremy Beal	March 27, 2015
		Jeremy Beal, Director
	/s/	Colbert Narcisse	March 27, 2015
		Colbert Narcisse, Director
	/s/	M. Paul Martin	March 27, 2015
		M. Paul Martin, Director
	/s/	Frank Smith	March 27, 2015
		Frank Smith, Director
	/s/	Feta H. Zabeli	March 27, 2015
		Feta H. Zabeli, Director

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EXHIBIT INDEX

ITEM

3.01 Form of Amended and Restated Limited Partnership Agreement of the Partnership is incorporated by reference to Exhibit A of the Partnership's Prospectus, dated May 1, 2008, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on May 6, 2008.

3.01(a) Amendment No. 1 to the Amended and Restated Limited Partnership Agreement of the Partnership, dated May 31, 2009, is incorporated by reference to Exhibit 3.01(a) of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on June 4, 2009.

3.02 Certificate of Limited Partnership, dated July 15, 1998, is incorporated by reference to Exhibit 3.02 of the Partnership's Registration Statement on Form S-1 (File No. 333-60103) filed with the Securities and Exchange Commission on July 29, 1998.

3.03 Certificate of Amendment of Certificate of Limited Partnership, dated November 1, 2001 (changing its name from Morgan Stanley Dean Witter Millburn L.P.), is incorporated by reference to Exhibit 3.01 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

3.04 Certificate of Amendment to the Certificate of Limited Partnership, dated October 13, 2006 (changing its name from Morgan Stanley Charter Millburn L.P.), is incorporated by reference to Exhibit 3.04 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on October 19, 2006.

3.05 Certificate of Amendment of Certificate of Limited Partnership, dated June 1, 2009, (changing the name and mailing address of the general partner of the Partnership), is incorporated by reference to Exhibit 3.05 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on June 4, 2009.

3.06 Certificate of Amendment of Certificate of Limited Partnership, dated September 29, 2009 (changing its name from Morgan Stanley Charter WCM L.P. to Morgan Stanley Smith Barney Charter WNT L.P.), is incorporated by reference to Exhibit 3.06 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on October 5, 2009.

10.01 Management Agreement, dated as of October 13, 2006, among the Partnership, the General Partner, and Winton Capital Management Limited, is incorporated by reference to Exhibit 10.02 of the Partnership's Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on October 19, 2006.

E-1

10.01(a) Amendment No. 1 to Management Agreement, dated as of April 29, 2011, by and among the Partnership, the General Partner and Winton Capital Management Limited, is incorporated by reference to Exhibit 10.02(b) of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on May 3, 2011.

10.01(b) Amendment No. 2 to Management Agreement, dated as of January 1, 2012, by and among the Partnership, the General Partner and Winton Capital Management Limited, is incorporated by reference to Exhibit 10.02(b) of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on January 6, 2012.

10.02 Form of Subscription and Exchange Agreement and Power of Attorney to be executed by each purchaser of Units is incorporated by reference to Exhibit B of the Partnership’s Prospectus dated May 1, 2008, as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on May 6, 2008.

10.03 Escrow Agreement, dated as of July 25, 2007, among The Bank of New York, the General Partner, and Morgan Stanley & Co. Incorporated is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on July 31, 2007.

10.04 Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW, dated as of November 13, 2000, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

10.04(a) Amendment No. 1 to the Amended and Restated Customer Agreement between the Partnership and Morgan Stanley DW Inc. is incorporated by reference to Exhibit 10.05(a) of the Partnership’s Form 10-Q (File No. 0-25605) filed with the Securities and Exchange Commission on November 10, 2005.

10.04(b) Amendment No. 2 to the Customer Agreement between the Partnership and Morgan Stanley DW Inc., dated July 1, 2005, is incorporated by reference to Exhibit 10.05(b) of the Partnership’s Form 10-Q (File No. 0-25605) filed with the Securities and Exchange Commission on August 15, 2005.

10.05 Amended and Restated Commodity Futures Customer Agreement, between MS&Co. and the Funds listed on Appendix A thereto, dated as of November 12, 2013, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 0-25605) filed with the Securities and Exchange Commission on November 13, 2013.

10.06 Customer Agreement between the Partnership and MSIP, dated as of November 6, 2000, is incorporated by reference to Exhibit 10.04 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

E-2

10.07 Foreign Exchange and Options Master Agreement between MS&Co. and the Partnership, dated as of August 30, 1999, is incorporated by reference to Exhibit 10.05 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

10.08 Form of Subscription Agreement Update Form is incorporated by reference to Exhibit C of the Partnership’s Prospectus, dated May 1, 2008, as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on May 6, 2008.

10.09 Securities Account Control Agreement among the Partnership, and MS&Co. dated as of May 1, 2000, is incorporated by reference to Exhibit 10.03 of the Partnership’s Form 8-K (File No. 0-25605) filed with the Securities and Exchange Commission on November 6, 2001.

10.10 Alternative Investment Placement Agent Agreement, dated as of October 1, 2014, by and among the General Partner, Morgan Stanley Wealth Management and the partnerships listed on Schedule 1 thereto, is incorporated by reference to Exhibit 10.01 of the Partnership’s Form 10-Q (File No. 0-25605) filed with the Securities and Exchange Commission on August 13, 2014.

13.01 December 31, 2014, Annual Report to Limited Partners is filed herewith.

31.01 Certification of President of Ceres Managed Futures LLC, the general partner of the Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02 Certification of Chief Financial Officer of Ceres Managed Futures LLC, the general partner of the Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01 Certification of President of Ceres Managed Futures LLC, the general partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.02 Certification of Chief Financial Officer of Ceres Managed Futures LLC, the general partner of the Partnership, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

E-3

101.INS^ XBRL Instance Document

101.SCH^ XBRL Taxonomy Extension Schema

101.CAL^ XBRL Taxonomy Extension Calculation Linkbase

101.DEF^ XBRL Taxonomy Extension Definition Linkbase

101.LAB^ XBRL Taxonomy Extension Label Linkbase

101.PRE^ XBRL Taxonomy Extension Presentation Linkbase

^ Submitted electronically herewith.

E-4

Filing Compare · MORGAN STANLEY SMITH BARNEY CHARTER WNT L.P.