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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number:

000-25603

CERES CLASSIC L.P.

(Exact name of registrant as specified in its charter)


Delaware		13-4018068
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Ceres Managed Futures LLC

1585 Broadway, 29th Floor

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(855)

672-4468

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act).

Yes

As of April 30, 2024, 5,095,622.314 Limited Partnership Class A Units were outstanding and 11,079.649 Limited Partnership Class Z Units were outstanding.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Ceres Classic L.P.

Consolidated Statements of Financial Condition


	March 31, 2024 (Unaudited)		December 31, 2023
Assets:
Equity in trading account:
Unrestricted cash	$	132,268,841	$	121,195,534
Restricted cash		28,821,435		27,997,222
Foreign cash (cost $1,602,835 and $1,208,212 at March 31, 2024 and December 31, 2023, respectively)		1,603,096		1,267,931
Net unrealized appreciation on open futures contracts		5,336,326		-
Net unrealized appreciation on open forward contracts		621,197		-

Total equity in trading account		168,650,895		150,460,687

Interest receivable		572,943		537,528

Total assets	$	169,223,838	$	150,998,215

Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open futures contracts	$	-	$	519,235
Net unrealized depreciation on open forward contracts		-		1,853,038
Accrued expenses:
Administrative and General Partner’s fees		100,471		96,193
Management fees		167,248		159,316
Incentive fees		1,142,511		-
Professional fees		218,773		218,602
Redemptions payable to General Partner		-		75,000
Redemptions payable to Limited Partners		1,016,121		818,236

Total liabilities		2,645,124		3,739,620

Partners’ Capital:
General Partner, Class Z, 132,239.624 Units outstanding at March 31, 2024 and December 31, 2023		1,842,464		1,604,285
Limited Partners, Class A, 5,113,646.489 and 5,183,355.701 Units outstanding at March 31, 2024 and December 31, 2023, respectively		164,581,881		145,519,896
Limited Partners, Class Z, 11,079.649 Units outstanding at March 31, 2024 and December 31, 2023		154,369		134,414

Total partners’ capital (net asset value)		166,578,714		147,258,595

Total liabilities and partners’ capital	$	169,223,838	$	150,998,215

Net asset value per Unit:
Class A	$	32.18	$	28.07

Class Z	$	13.93	$	12.13

See accompanying notes to consolidated financial statements.

Table of Contents

Ceres Classic L.P.

Consolidated Condensed Schedule of Investments

March 31, 2024

(Unaudited)


	Notional ($)/ Number of Contracts		Fair Value			% of Partners’ Capital
Futures Contracts Purchased
Currencies		456	$	(119,853	)		(0.07)	%
Energy		380		649,514			0.39
Grains		13		(4,872	)		(0.00)	*
Indices		1,226		2,071,515			1.24
Interest Rates U.S.		1		719			0.00	*
Interest Rates Non-U.S.		438		192,152			0.11
Livestock		115		18,758			0.01
Metals		66		195,397			0.12
Softs		331		1,717,246			1.03

Total futures contracts purchased				4,720,576			2.83


Futures Contracts Sold
Currencies		576		948,124			0.57
Energy		264		199,745			0.12
Grains		898		(259,751	)		(0.16)
Indices		221		(163,806	)		(0.10)
Interest Rates U.S.		691		(57,023	)		(0.03)
Interest Rates Non-U.S.		2,330		66,815			0.04
Livestock		10		(5,150	)		(0.00)	*
Metals		103		(85,058	)		(0.05)
Softs		36		(28,146	)		(0.02)

Total futures contracts sold				615,750			0.37

Net unrealized appreciation on open futures contracts			$	5,336,326			3.20	%


Unrealized Appreciation on Open Forward Contracts
Currencies	$	296,639,219	$	3,084,662			1.85	%
Metals		266		703,619			0.42

Total unrealized appreciation on open forward contracts				3,788,281			2.27


Unrealized Depreciation on Open Forward Contracts
Currencies	$	224,028,767		(1,950,972	)		(1.17)
Metals		416		(1,216,112	)		(0.73)

Total unrealized depreciation on open forward contracts				(3,167,084	)		(1.90)

Net unrealized appreciation on open forward contracts			$	621,197			0.37	%

* Due to rounding.

See accompanying notes to consolidated financial statements.

Table of Contents

Ceres Classic L.P.

Consolidated Condensed Schedule of Investments

December 31, 2023


	Notional ($)/ Number of Contracts		Fair Value			% of Partners’ Capital
Futures Contracts Purchased
Currencies		315	$	169,284			0.11	%
Energy		119		(305,590	)		(0.21)
Grains		118		(344,085	)		(0.23)
Indices		1,144		713,669			0.48
Interest Rates U.S.		140		72,203			0.05
Interest Rates Non-U.S.		702		628,842			0.43
Metals		223		184,798			0.13
Softs		298		683,765			0.46

Total futures contracts purchased				1,802,886			1.22


Futures Contracts Sold
Currencies		176		(209,309	)		(0.14)
Energy		315		(287,610	)		(0.20)
Grains		645		144,196			0.10
Indices		304		(382,949	)		(0.26)
Interest Rates U.S.		479		(769,023	)		(0.52)
Interest Rates Non-U.S.		884		(829,821	)		(0.56)
Livestock		139		64,338			0.04
Metals		28		(59,576	)		(0.04)
Softs		113		7,633			0.01

Total futures contracts sold				(2,322,121	)		(1.57)

Net unrealized depreciation on open futures contracts			$	(519,235	)		(0.35)	%


Unrealized Appreciation on Open Forward Contracts
Currencies	$	239,642,780	$	3,324,371			2.26	%
Metals		245		819,604			0.55

Total unrealized appreciation on open forward contracts				4,143,975			2.81


Unrealized Depreciation on Open Forward Contracts
Currencies	$	239,065,662		(4,651,461	)		(3.16)
Metals		341		(1,345,552	)		(0.91)

Total unrealized depreciation on open forward contracts				(5,997,013	)		(4.07)

Net unrealized depreciation on open forward contracts			$	(1,853,038	)		(1.26)	%

See accompanying notes to consolidated financial statements.

Table of Contents

Ceres Classic L.P.

Consolidated Statements of Income and Expenses

(Unaudited)


	Three Months Ended March 31,
	2024			2023 (1)
Investment Income:
Interest income	$	1,774,336		$	994,736
Interest income allocated from the Trading Company (2)		-			399,374

Total investment income		1,774,336			1,394,110

Expenses:
Expenses allocated from the Trading Company		-			43,890
Clearing fees		145,639			89,830
Administrative and General Partner’s fees		287,052			298,468
Ongoing placement agent fees		283,648			295,027
Management fees		481,322			478,089
Incentive fees		1,142,511			-
Professional fees		136,041			112,728

Total expenses		2,476,213			1,318,032

Net investment income (loss)		(701,877	)		76,078

Trading Results:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed contracts		13,909,518			(1,064,375	)
Net realized gains (losses) on closed contracts allocated from the Trading Company		-			102,264
Net change in unrealized gains (losses) on open contracts		8,270,338			241,483
Net change in unrealized gains (losses) on open contracts allocated from the Trading Company		-			(976,822	)

Total trading results		22,179,856			(1,697,450	)

Net income (loss)	$	21,477,979		$	(1,621,372	)

Net income (loss) per Unit*:
Class A	$	4.11		$	(0.30	)

Class Z	$	1.80		$	(0.10	)

Weighted average Units outstanding:
Class A		5,164,525.881			5,501,909.956

Class Z		143,319.273			149,502.290

(1)	Not consolidated.

(2)	Defined in Note 1.

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

See accompanying notes to consolidated financial statements.

Table of Contents

Ceres Classic L.P.

Consolidated Statements of Changes in Partners’ Capital

For the Three Months Ended March 31, 2024 and 2023

(Unaudited)


	Class A						Class Z					Total
	Amount			Units			Amount			Units		Amount			Units
Partners’ Capital, December 31, 2022 (1)	$	155,840,325			5,549,158.868		$	1,800,723			149,502.290	$	157,641,048			5,698,661.158
Redemptions - Limited Partners		(3,430,406	)		(121,387.569	)		-			-		(3,430,406	)		(121,387.569	)
Net income (loss)		(1,605,507	)		-			(15,865	)		-		(1,621,372	)		-

Partners’ Capital, March 31, 2023 (1)	$	150,804,412			5,427,771.299		$	1,784,858			149,502.290	$	152,589,270			5,577,273.589


	Class A						Class Z				Total
	Amount			Units			Amount		Units		Amount			Units
Partners’ Capital, December 31, 2023	$	145,519,896			5,183,355.701		$	1,738,699		143,319.273	$	147,258,595			5,326,674.974
Redemptions - Limited Partners		(2,157,860	)		(69,709.212	)		-		-		(2,157,860	)		(69,709.212	)
Net income (loss)		21,219,845			-			258,134		-		21,477,979			-

Partners’ Capital, March 31, 2024	$	164,581,881			5,113,646.489		$	1,996,833		143,319.273	$	166,578,714			5,256,965.762

(1)	Not consolidated.

See accompanying notes to consolidated financial statements.

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

1.	Organization:

Ceres Classic 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, 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”) (refer to Note 4, “Financial Instrument Risks”). The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets in United States (“U.S.”) Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (“Ceres” or the “General Partner”) and commodity pool operator of the Partnership. The General Partner is a wholly-owned subsidiary of Morgan Stanley Capital Management LLC (“MSCM”). MSCM is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses. Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management (“Morgan Stanley Wealth Management”), currently acts as the placement agent for the Partnership. Morgan Stanley Wealth Management is a principal subsidiary of MSCM.

As of March 31, 2024, all trading decisions were made for the Partnership by Graham Capital Management, L.P. (“Graham”), Winton Capital Management Limited (“WCM”), EMC Capital Advisors, LLC (“EMC”) and Campbell & Company, LP (“Campbell”), as the commodity trading advisors to the Partnership (each, a “Trading Advisor” and collectively, the “Trading Advisors”). Each Trading Advisor is allocated a portion of the Partnership’s assets to manage. Ceres is responsible for selecting additional commodity trading advisors from time to time and for replacing Trading Advisors as it deems necessary. Trading advisors can be added, removed, or replaced at any time by Ceres, or Ceres may determine to adjust the allocation of assets to each Trading Advisor, without the consent of, or advance notice to, the limited partners.

As of January 1, 2021, the Partnership invested a portion of its assets in CMF Winton Master L.P., organized in New York as a limited partnership (“CMF Winton” or the “Trading Company”). The Partnership and any other feeder fund investing in the Trading Company constitute the limited partners of the Trading Company. The Trading Company is managed by Ceres. CMF Winton has a single account with WCM. The Trading Company may and will, among other things, trade, buy, sell, spread, or otherwise acquire, hold, or dispose of Futures Interests.

The General Partner is not aware of any material changes to the trading programs discussed above during the fiscal quarter ended March 31, 2024.

During the reporting periods ended March 31, 2024 and 2023, the Partnership’s commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. 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. As of January 1, 2021, JPMorgan Chase Bank, N.A. (“JPM”) acts as prime broker in connection with foreign exchange forward and swap transactions for the Trading Company.

As of March 31, 2024, units of limited partnership interest (“Unit(s)”) of the Partnership are being offered in

two

share classes (each, a “Class” or collectively, the “Classes”). A Limited Partner will initially receive Class A Units in the Partnership, provided, that certain investors (other than ERISA/IRA investors) who subscribe for Units on a consulting basis, the General Partner, and certain employees of Morgan Stanley and/or its subsidiaries (and their family members) may be designated to hold Class Z Units.

Each of Class A and Z Units of the Partnership have the same investment exposure and rights except for the amount of the ongoing placement agent fee charged to each Class of Units. Class Z Units are not subject to an ongoing placement agent fee.

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

The monthly management fee paid by the Partnership to Graham is equal to 1/12

of 1.25% (1.25% annual rate) of the Partnership’s net assets allocated to Graham as of the first day of each month. The Partnership pays Graham an incentive fee of 18% of new trading profits annually.

The Partnership pays WCM a flat-rate monthly fee equal to 1/12

of 1.5% (1.5% annual rate) of the Partnership’s net assets allocated to WCM as of the beginning of the relevant month, which is equal to the prior month end net assets, net of all fees and expenses for the previous month, and decreased by any redemptions for such prior month end and increased by any subscriptions for the current month. In addition, the Partnership pays WCM a quarterly incentive fee equal to 20% of new trading profits earned by WCM in each quarterly period. Pursuant to the management agreement with WCM, no incentive fee will be paid to WCM with respect to the Partnership until it has (i) recouped a certain loss carryforward and (ii) earned new trading profits (as defined in the applicable management agreement) from and after January 1, 2021. The loss carryforward applied to the Partnership will be adjusted according to the Partnership’s assets allocated to WCM as of January 1, 2021.

The Partnership pays Campbell a flat rate monthly fee equal to 1/12

of 1.25% (1.25% annual rate) of the beginning of the month net asset value allocated to Campbell, and the Partnership pays Campbell a quarterly incentive fee equal to 20% of trading profits earned by Campbell in each quarterly period.

The Partnership pays EMC a flat rate monthly fee equal to 1/12

of 0.875% (0.875% annual rate) of the beginning of the month net asset value allocated to EMC, and the Partnership pays EMC a quarterly incentive fee equal to 20% of trading profits earned by EMC in each quarterly period.

The ongoing placement agent fee paid by the Partnership to Morgan Stanley Wealth Management for Class A unit holders is equal to an annual rate of 0.75% of the adjusted net assets of Class A units (computed monthly by multiplying the adjusted net assets of the Class A units by 0.75% and dividing the result thereof by 12).

The administrative and general partner fee paid by the Partnership to Ceres for all limited partners is equal to an annual rate of 0.75% of the Partnership’s net assets (as defined in the Partnership’s Limited Partnership Agreement).

The Partnership directly pays the brokerage fees and other transaction-related fees and expenses, as incurred and also pays its ongoing administrative, operating, offering and organizational expenses (including, but not limited to, periodic legal, accounting, administrative, filing, reporting and data processing fees) and its pro rata share of such expenses of any trading company to which the Partnership has allocated assets.

The Trading Company has entered into a foreign exchange brokerage account agreement and a futures brokerage account agreement with MS&Co. The Partnership has also entered into a futures brokerage account agreement with MS&Co. Pursuant to these agreements, the Partnership, directly or indirectly through its investment in the Trading Company, pays MS&Co. (or will reimburse MS&Co., if previously paid) its allocable share of all trading fees for the clearing and, where applicable, execution of transactions as well as exchange, user,

give-up,

floor brokerage and National Futures Association fees (collectively, the “clearing fees”).

Table of Contents

eres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

The Partnership has also entered into a selling agreement with Morgan Stanley Wealth Management (as amended, the “Selling Agreement”). Pursuant to the Selling Agreement, Morgan Stanley Wealth Management is paid a monthly ongoing selling agent fee at the rates described above. The ongoing selling agent fee received by Morgan Stanley Wealth Management is shared with the properly registered/exempted financial advisors of Morgan Stanley Wealth Management who sell Class A Units.

The Trading Company entered into certain agreements with JPM in connection with trading in forward foreign currency contracts on behalf of the Trading Company and, indirectly, the Partnership. These agreements include a foreign exchange and bullion authorization agreement (“FX Agreement”), an International Swap Dealers Association, Inc. master agreement (“Master Agreement”), a schedule to the Master Agreement, a 2016 credit support annex for variation margin to the schedule and an institutional account agreement. Under the FX Agreement, JPM charges a fee on the aggregate foreign currency transactions entered into on behalf of the Trading Company during a month.

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

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

The accompanying consolidated financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at March 31, 2024 and the results of its operations and changes in partners’ capital for the three months ended March 31, 2024 and 2023. These consolidated financial statements present the results of interim periods and do not include all of the disclosures normally provided in annual financial statements. These consolidated financial statements should be read together with the consolidated financial statements and notes included in the Partnership’s Annual Report on Form

10-K

(the “Form

10-K”)

filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2023. The December 31, 2023 information has been derived from the audited consolidated financial statements as of and for the year ended December 31, 2023.

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

Use of Estimates

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

Profit Allocation.

The General Partner and each limited partner of the Partnership share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each, except that no limited partner is liable for obligations of the Partnership in excess of its capital contributions and profits, if any, net of distributions or redemptions and losses, if any.

Statement of Cash Flows.

The Partnership has not provided a Statement of Cash Flows, as permitted by Accounting Standards Codification (“ASC”) 230,

“Statement of Cash Flows.”

The Consolidated Statements of Changes in Partners’ Capital are included herein, and as of and for the periods ended March 31, 2024 and 2023, the Partnership carried no debt and all of the Partnership’s investments were carried at fair value and classified as Level 1 or Level 2 measurements.

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

Consolidation/Partnership’s Investment in the Trading Company.

Effective October 1, 2023, the Partnership has consolidated its wholly owned investment in the Trading Company. Accordingly, the Partnership’s consolidated condensed schedule of investments as of March 31, 2024 includes the portfolio holdings of the Trading Company. The consolidated financial statements for the period from January 1, 2024 to March 31, 2024 and as of December 31, 2023, include the accounts of the Partnership and the Trading Company. All inter-company transactions and balances have been eliminated. As of and for the period ended March 31, 2023, the Partnership carries its investment in the Trading Company based on the Partnership’s (1) net contribution to the Trading Company and (2) its allocated share of the undistributed profits and losses, including realized gains or losses and net change in unrealized gains or losses, of the Trading Company.

Partnership’s Investments.

All Futures Interests held by the Partnership, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The Futures Interests are recorded on trade date and open contracts are recorded at fair value (as described in Note 6, “Fair Value Measurements”) at the measurement date. Investments in Futures Interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated and are determined using the

first-in,

first-out

method. Net unrealized gains or losses on open contracts are included as a component of equity in trading account in the Consolidated Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are included in the Consolidated Statements of Income and Expenses. The Partnership does not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in total trading results in the Consolidated Statements of Income and Expenses.

Partnership’s

Cash

. The cash held by the Partnership that is available for Futures Interests trading is on deposit in a commodity brokerage account with MS&Co. The Partnership’s restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. All of these amounts are maintained separately. At March 31, 2024 and December 31, 2023, the amount of cash held for margin requirements was

28,821,435

and $

27,997,222

, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. Restricted and unrestricted cash includes cash denominated in foreign currencies of $

1,603,096

(cost of $

1,602,835)

and $

1,267,931

(cost of $

1,208,212)

as of March 31, 2024 and December 31, 2023, respectively.

Income Taxes.

Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses. The Partnership follows the guidance of ASC 740,

“Income Taxes,”

which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are

“more-likely-than-not”

of being sustained “when challenged” or “when examined” by the applicable tax authority. Tax positions determined not to meet the

more-likely-than-not

threshold would be recorded as a tax benefit or liability in the Consolidated Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Partnership’s Consolidated Statements of Income and Expenses in the periods in which the position is claimed or expected to be claimed. The General Partner has concluded that there ar

significant uncertain tax positions that would require recognition in the financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The 2020 through 2023 tax years remain subject to examination by U.S. federal and most state tax authorities.

Investment Company Status.

The Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Accounting Standards Update 2013-08, “

Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements

” and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Consolidated Statements of Income and Expenses.

Net Income (Loss) per Unit.

Net income (loss) per Unit is calculated in accordance with ASC 946,

“Financial Services – Investment Companies.”

See Note 3, “Financial Highlights.”

There have been no material changes with respect to the Partnership’s critical accounting policies as reported in the Partnership’s Annual Report on Form

10-K

for the year ended December 31, 2023.

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

3.	Financial Highlights:

Financial highlights for the limited partner class as a whole for the three months ended March 31, 2024 and 2023 were as follows:


	Three Months Ended March 31,
	2024						2023 (1)
	Class A			Class Z			Class A			Class Z
Per Unit Performance (for a unit outstanding throughout the period):*
Net realized and unrealized gains (losses)	$	4.24		$	1.83		$	(0.31	)	$	(0.13	)
Net investment income (loss)		(0.13	)		(0.03	)		0.01			0.03

Increase (decrease) for the period		4.11			1.80			(0.30	)		(0.10	)
Net asset value per Unit, beginning of period		28.07			12.13			28.08			12.04

Net asset value per Unit, end of period	$	32.18		$	13.93		$	27.78		$	11.94


	Three Months Ended March 31,
	2024						2023 (1)
	Class A			Class Z			Class A			Class Z
Ratios to Average Limited Partners’ Capital: **
Net investment income ***		0.4	%		1.1	%		0.2	%		1.0	%


Operating expenses		3.4	%		2.7	%		3.4	%		2.6	%
Incentive fees		0.7	%		0.7	%		-	%		-	%

Total expenses		4.1	%		3.4	%		3.4	%		2.6	%


Total return:
Total return before incentive fees		15.4	%		15.6	%		(1.1)	%		(0.8)	%
Incentive fees		(0.8)	%		(0.8)	%		-	%		-	%

Total return after incentive fees		14.6	%		14.8	%		(1.1)	%		(0.8)	%

(1)	Not consolidated.

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

**	Annualized (except for incentive fees).

***	Interest income less total expenses.

The above ratios and total return may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner class using the limited partners’ share of income, expenses and average partners’ capital of the Partnership and include the income and expenses allocated from the Trading Company for the period ended March 31, 2023. Financial highlights for the period ended March 31, 2024 were based on consolidated income and expenses.

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

4.	Financial Instrument Risks:

The Partnership trades Futures Interests. Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price.

The fair value of an exchange-traded contract is based on the settlement price quoted by the exchange on the day with respect to which fair value is being determined. If an exchange-traded contract could not have been liquidated on such day due to the operation of daily limits or other rules of the exchange, the settlement price will be equal to the settlement price on the first subsequent day on which the contract could be liquidated.

The Gene

ral Partner estimates that, at any given time, approximately 23.4% to 35.1% of the Partnership’s contracts are traded

over-the-counter.

In general, the risks associated with

non-exchange-traded

contracts are greater than those associated with exchange-traded contracts because of the greater risk of default by the counterparty to a

non-exchange-traded

contract. The Partnership has credit risk associated with counterparty nonperformance. As of the date of the financial statements, the credit risk associated with the instruments in which the Partnership trades is limited to the unrealized gain amounts reflected in the Consolidated Statements of Financial Condition.

The Partnership also has credit risk because MS&Co. acts as the commodity futures broker, or the counterparty, with respect to most of the Partnership’s assets. Exchange-traded futures and exchange-traded forward contracts are fair valued on a daily basis, with variations in value settled on a daily basis. With respect to the Partnership’s

non-exchange-traded

forward currency contracts, there are no daily settlements of variation in value, nor is there any requirement that an amount equal to the net unrealized gains (losses) on such contracts be segregated. However, the Partnership is required to meet margin requirements equal to the net unrealized loss on open forward currency contracts in the Partnership’s accounts with the counterparty, which is accomplished by daily maintenance of the cash balance in a custody account held at MS&Co., for the benefit of MS&Co. With respect to those

non-exchange-traded

forward currency contracts, the Partnership is dependent upon the ability of MS&Co., the sole counterparty on all such contracts, to perform. The Partnership has a netting agreement with MS&Co. The primary terms are based on industry standard master netting agreements. This agreement, which seeks to reduce both the Partnership’s and MS&Co.’s exposure on

non-exchange-traded

forward currency contracts, should materially decrease the Partnership’s credit risk in the event of MS&Co.’s bankruptcy or insolvency.

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

The Futures Interests traded, and the U.S. Treasury bills held, by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and prices of financial instruments and commodities, factors that result in frequent changes in the fair value of the Partnership’s open positions, and consequently, in its earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of exchange-traded futures and exchange-traded forward contracts are settled daily through variation margin. Gains and losses on

non-exchange-traded

forward currency contracts are settled upon termination of the contract.

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

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eres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

Beginning in February 2022, the United States, the United Kingdom, the European Union, and a number of other nations imposed sanctions against Russia in response to Russia’s invasion of Ukraine, and these and other governments around the world may impose additional sanctions in the future as the conflict develops. In addition, on October 7, 2023, Hamas militants and members of other terrorist organizations infiltrated Israel’s southern border from the Gaza strip and conducted a series of terror attacks on civilian and military targets. Shortly following the attack, Israel’s security cabinet declared war against Hamas. These conflicts and subsequent sanctions have created volatility in the price of various commodities and may lead to a deterioration in the political and trade relationships that exist between the countries involved and have a negative impact on business activity globally, and therefore could affect the performance of the Partnership’s/Trading Company’s investments. Furthermore, uncertainties regarding these conflicts and the varying involvement of the United States and other countries preclude prediction as to the ultimate impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Partnership/Trading Company and the performance of its investments or operations, and the ability of the Partnership/Trading Company to achieve its investment objectives. Additionally, to the extent that investors, service providers and/or other third parties have material operations or assets in Russia, Belarus, Ukraine or Israel, they may have their operations disrupted and/or suffer adverse consequences related to the ongoing conflicts.

5.	Trading Activities:

The Partnership’s objective is to profit from speculative trading in Futures Interests. Therefore, the Trading Advisor will take speculative positions in Futures Interests where it feels the best profit opportunities exist for its trading strategy. 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.

l of the Futures Interests owned by the Partnership are held for trading purposes. The monthly average number of futures contracts traded during the three months ended March 31, 2024 and 2023 were 7,488 and 4,367, respectively. The monthly average number of metals forward contracts traded during the three months ended March 31, 2024 and 2023 were 1,071 and 560, respectively. The monthly average notional values of currency forward contracts traded during the three months ended March 31, 2024 and 2023 were $941,426,359 and $756,440,484, respectively.

The following tables summarize the gross and net amounts recognized relating to the assets and liabilities of the Partnership’s derivative instruments and transactions eligible for offset subject to master netting agreements or similar arrangements as of March 31, 2024 and December 31, 2023, respectively.


	Gross Amounts Recognized			Gross Amounts Offset in the Consolidated Statements of Financial Condition			Amounts Presented in the Consolidated Statements of Financial Condition			Gross Amounts Not Offset in the Consolidated Statements of Financial Condition
March 31, 2024	Gross Amounts Recognized									Financial Instruments		Cash Collateral Received/ Pledged*		Net Amount
Assets
MS&Co.
Futures	$	7,204,650		$	(1,868,324	)	$	5,336,326		$	-	$	-	$	5,336,326
Forwards		3,673,204			(3,048,086	)		625,118			-		-		625,118

		10,877,854			(4,916,410	)		5,961,444			-		-		5,961,444
JPMorgan
Forwards		115,077			(115,077	)		-			-		-		-

Total assets	$	10,992,931		$	(5,031,487	)	$	5,961,444		$	-	$	-	$	5,961,444

Liabilities
MS&Co.
Futures	$	(1,868,324	)	$	1,868,324		$	-		$	-	$	-	$	-
Forwards		(3,048,086	)		3,048,086			-			-		-		-

		(4,916,410	)		4,916,410			-			-		-		-
JPMorgan
Forwards		(118,998	)		115,077			(3,921	)		-		3,921		-

Total liabilities	$	(5,035,408	)	$	5,031,487		$	(3,921	)	$	-	$	3,921	$	-

Net fair value														$	5,961,444	*

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)


	Gross Amounts Recognized			Gross Amounts Offset in the Consolidated Statements of Financial Condition			Amounts Presented in the Consolidated Statements of Financial Condition			Gross Amounts Not Offset in the Consolidated Statements of Financial Condition
December 31, 2023	Gross Amounts Recognized									Financial Instruments		Cash Collateral Received/ Pledged*		Net Amount
Assets
MS&Co.
Futures	$	4,050,808		$	(4,050,808	)	$	-		$	-	$	-	$	-
Forwards		4,092,756			(4,092,756	)		-			-		-		-

		8,143,564			(8,143,564	)		-			-		-		-
JPMorgan
Forwards		51,219			(51,219	)		-			-		-		-

Total assets	$	8,194,783		$	(8,194,783	)	$	-		$	-	$	-	$	-

Liabilities
MS&Co.
Futures	$	(4,570,043	)	$	4,050,808		$	(519,235	)	$	-	$	519,235	$	-
Forwards		(5,868,972	)		4,092,756			(1,776,216	)		-		1,776,216		-

		(10,439,015	)		8,143,564			(2,295,451	)		-		2,295,451		-
JPMorgan
Forwards		(128,041	)		51,219			(76,822	)		-		76,822		-

Total liabilities	$	(10,567,056	)	$	8,194,783		$	(2,372,273	)	$	-	$	2,372,273	$	-

Net fair value														$	-	*

In the event of default by the Partnership, MS&Co., the Partnership’s commodity futures broker and the sole counterparty to the Partnership’s

non-exchange-traded

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

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

The following tables indicate the gross fair values of derivative instruments of futures and forward contracts as separate assets and liabilities as of March 31, 2024 and December 31, 2023, respectively.


	March 31, 2024
Assets
Futures Contracts
Currencies	$	1,092,129
Energy		1,031,034
Grains		116,363
Indices		2,118,038
Interest Rates U.S.		99,157
Interest Rates Non-U.S.		655,282
Livestock		68,970
Metals		250,552
Softs		1,773,125

Total unrealized appreciation on open futures contracts		7,204,650


Liabilities
Futures Contracts
Currencies		(263,858)
Energy		(181,775)
Grains		(380,986)
Indices		(210,329)
Interest Rates U.S.		(155,461)
Interest Rates Non-U.S.		(396,315)
Livestock		(55,362)
Metals		(140,213)
Softs		(84,025)

Total unrealized depreciation on open futures contracts		(1,868,324)

Net unrealized appreciation on open futures contracts	$	5,336,326	*


Assets
Forward Contracts
Currencies	$	3,084,662
Metals		703,619

Total unrealized appreciation on open forward contracts		3,788,281


Liabilities
Forward Contracts
Currencies		(1,950,972)
Metals		(1,216,112)

Total unrealized depreciation on open forward contracts		(3,167,084)

Net unrealized appreciation on open forward contracts	$	621,197	**

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

**	This amount is in “Net unrealized appreciation on open forward contracts” in the Consolidated Statements of Financial Condition.

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Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)


	December 31, 2023
Assets
Futures Contracts
Currencies	$	213,492
Energy		161,745
Grains		375,418
Indices		991,165
Interest Rates U.S.		93,101
Interest Rates Non-U.S.		726,694
Livestock		122,423
Metals		254,138
Softs		1,112,632

Total unrealized appreciation on open futures contracts		4,050,808


Liabilities
Futures Contracts
Currencies		(253,517)
Energy		(754,945)
Grains		(575,307)
Indices		(660,445)
Interest Rates U.S.		(789,921)
Interest Rates Non-U.S.		(927,673)
Livestock		(58,085)
Metals		(128,916)
Softs		(421,234)

Total unrealized depreciation on open futures contracts		(4,570,043)

Net unrealized depreciation on open futures contracts	$	(519,235)	*


Assets
Forward Contracts
Currencies	$	3,324,371
Metals		819,604

Total unrealized appreciation on open forward contracts		4,143,975


Liabilities
Forward Contracts
Currencies		(4,651,461)
Metals		(1,345,552)

Total unrealized depreciation on open forward contracts		(5,997,013)

Net unrealized depreciation on open forward contracts	$	(1,853,038)	**

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

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

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

The following table indicates the trading gains and losses, by market sector, on derivative instruments for the three months ended March 31, 2024 and 2023, respectively.


	Three Months Ended
	March 31,
Sector	2024			2023 (1)
Currencies	$	2,474,249		$	767,731
Energy		2,254,438			(624,248)
Grains		1,067,437			(160,788)
Indices		11,719,395			896,389
Interest Rates U.S.		619,222			36,150
Interest Rates Non-U.S.		(295,253)			(1,464,328)
Livestock		(689,763)			8,925
Metals		(1,110,265)			(763,736)
Softs		6,140,396			481,013

Total	$	22,179,856	***	$	(822,892)	***

(1)	Not consolidated.

***	This amount is in “Total trading results” in the Consolidated Statements of Income and Expenses.

6.	Fair Value Measurements:

Partnership’s

and the Trading Company’s Fair Value Measurements.

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

The fair value of exchange-traded futures, forward and option contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of

non-exchange-traded

foreign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as input the spot prices, interest rates and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.

The Partnership and the Trading Company consider prices for commodity futures, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills,

non-exchange-traded

forward, swap and certain option contracts for which market quotations are not readily available are priced by pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of March 31, 2024 and December 31, 2023 and for the periods ended March 31, 2024 and 2023, the Partnership and the Trading Company 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).

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)


March 31, 2024	Total		Level 1		Level 2		Level 3
Assets
Futures	$	7,204,650	$	7,204,650	$	-	$	-
Forwards		3,788,281		-		3,788,281		-

Total assets	$	10,992,931	$	7,204,650	$	3,788,281	$	-

Liabilities
Futures	$	1,868,324	$	1,868,324	$	-	$	-
Forwards		3,167,084		-		3,167,084		-

Total liabilities	$	5,035,408	$	1,868,324	$	3,167,084	$	-


December 31, 2023	Total		Level 1		Level 2		Level 3
Assets
Futures	$	4,050,808	$	4,050,808	$	-	$	-
Forwards		4,143,975		-		4,143,975		-

Total assets	$	8,194,783	$	4,050,808	$	4,143,975	$	-

Liabilities
Futures	$	4,570,043	$	4,570,043	$	-	$	-
Forwards		5,997,013		-		5,997,013		-

Total liabilities	$	10,567,056	$	4,570,043	$	5,997,013	$	-

7.	Investment in the Trading Company:

On January 1, 2021, the assets allocated to WCM for trading were invested in CMF Winton, a limited partnership organized under the partnership laws of the State of New York. CMF Winton permits accounts managed by WCM using the Winton Futures Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of CMF Winton. Individual and pooled accounts currently managed by WCM, including the Partnership, are permitted to be limited partners of CMF Winton. The General Partner and WCM believe that trading through this structure promotes efficiency and economy in the trading process. The General Partner and WCM have agreed that WCM will trade the Partnership’s assets allocated to WCM at a level that is up

to 1.5 times

the amount of assets allocated, provided that the General Partner may instruct WCM to change such level in accordance with the investment management agreement from time to time.

The General Partner is not aware of any material changes to the trading program discussed above during the fiscal quarter ended March 31, 2024.

The Partnership’s/Trading Company’s trading of futures, forward, swap, and option contracts, if applicable, on commodities is done primarily on U.S. and foreign commodity exchanges. The Partnership/Trading Company engage in such trading through commodity brokerage accounts maintained with MS&Co.

Generally, a limited partner in the Trading Company may withdraw all or part of its capital contribution and undistributed profits, if any, from the Trading Company as of the end of any month (the “Redemption Date”) after a request has been made to the Trading Manager at

least three days in advance

of the Redemption Date. Such withdrawals are classified as a liability when the limited partner elects to redeem and informs the Trading Company. However, a limited partner may request a withdrawal as of the end of any day if such request is received by the Trading Manager at least three days in advance of the proposed withdrawal date.

Table of Contents

Ceres Classic L.P.

Notes to Consolidated Financial Statements

(Unaudited)

Management fees, General Partner fees, ongoing selling fees and incentive fees are charged at the Partnership level. All clearing fees paid to MS&Co. are borne directly by the Partnership for its direct trading. In addition, clearing fees are borne by the Trading Company and allocated to the Trading Company’s limited partners, including the Partnership. Professional fees are borne by the Trading Company and allocated to the Partnership, and also charged directly at the Partnership level.

As of March 31, 2024 and December 31, 2023, the Partnership

owned 100% of

CMF Winton. It is the Partnership’s intention to continue to invest in the Trading Company. The performance of the Partnership is directly affected by the performance of the Trading Company. Expenses to investors as a result of investment in the Trading Company are approximately the same as they would be if the Partnership traded directly and redemption rights are not affected.

Summarized information reflecting the total assets, liabilities and partners’ capital of the Trading Company is shown in the following tables:


	March 31, 2024
	Total Assets		Total Liabilities		Total Capital
CMF Winton	$	63,529,548	$	3,966,810	$	59,562,738


	December 31, 2023
	Total Assets		Total Liabilities		Total Capital
CMF Winton	$	56,626,728	$	1,342,545	$	55,284,183

Summarized information reflecting the net investment income (loss), total trading results and net income (loss) of the Trading Company is shown in the following tables:


	For the three months ended March 31, 2024
	Net Investment Income (Loss)		Total Trading Results		Net Income (Loss)
CMF Winton	$	578,969	$	8,899,507	$	9,478,476


	For the three months ended March 31, 2023
	Net Investment Income (Loss)		Total Trading Results		Net Income (Loss)
CMF Winton	$	355,484	$	(874,558)	$	(519,074)

Summarized information reflecting the Partnership’s investment in and the Partnership’s

pro-rata

share of the results of operations of the Trading Company is shown in the following tables:


	March 31, 2024					For the three months ended March 31, 2024

	% of Partners’ Capital							Expenses				Net Income (Loss)
Funds	% of Partners’ Capital			Fair Value		Income (Loss)		Clearing Fees		Professional Fees		Net Income (Loss)		Investment Objective	Redemptions Permitted
CMF Winton		35.87	%	$	59,759,973	$	9,550,119	$	53,017	$	18,626	$	9,478,476	Commodity Portfolio	Monthly


	December 31, 2023					For the three months ended March 31, 2023

	% of Partners’ Capital							Expenses				Net Income (Loss)
Funds	% of Partners’ Capital			Fair Value		Income (Loss)		Clearing Fees		Professional Fees		Net Income (Loss)		Investment Objective	Redemptions Permitted
CMF Winton		37.67	%	$	55,472,926	$	(475,184)	$	25,940	$	17,950	$	(519,074)	Commodity Portfolio	Monthly

8.	Subsequent Events:

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not have, nor does it expect to have, any capital assets. The Partnership does not engage in sales of goods or services. Its assets are its (i) equity in trading account, consisting of restricted and unrestricted cash, net unrealized appreciation on open futures contracts and net unrealized appreciation on open forward contracts, as applicable, and (ii) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investments. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the first quarter of 2024.

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

There is no limitation on daily price movements in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Partnership/Trading Company from trading in potentially profitable markets or prevent the Partnership/Trading Company 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/Trading Company’s assets.

Other than the risks inherent in commodity futures, forwards, options, swaps and other derivatives trading and U.S. Treasury bills and money market mutual fund securities, the General Partner knows of no trends, demands, commitments, events or uncertainties at the present time that are reasonably likely to result in the Partnership’s/Trading Company’s liquidity increasing or decreasing in any material way.

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

For the three months ended March 31, 2024, the Partnership’s capital increased 13.1% from $147,258,595 to $166,578,714. This increase was attributable to a net income of $21,477,979 which was partially offset by redemptions of 69,709.212 Class A limited partner Units totaling $2,157,860. Future redemptions could impact the amount of funds available for investments in commodity contract positions in subsequent periods.

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

Off-Balance Sheet Arrangements and Contractual Obligations

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

Critical Accounting Policies

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

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

Results of Operations

During the Partnership’s first quarter of 2024, the net asset value per Unit for Class A increased 14.6% from $28.07 to $32.18 as compared to a decrease of 1.1% during the first quarter of 2023. During the Partnership’s first quarter of 2024, the net asset value per Unit for Class Z increased 14.8% from $12.13 to $13.93 as compared to a decrease of 0.8% during the first quarter of 2023. The Partnership experienced a net trading gain before fees and expenses in the first quarter of 2024 of $22,179,856. Gains were primarily attributable to the Partnership’s trading of Futures Interests in currencies, energy, grains, indices, U.S. interest rates and softs and were partially offset by losses in non-U.S. interest rates, livestock and metals. The Partnership experienced a net trading loss before fees and expenses in the first quarter of 2023 of $1,697,450. Losses were primarily attributable to the Partnership’s trading of Futures Interests in energy, grains, U.S. and non-U.S. interest rates and metals and were partially offset by gains in currencies, indices, livestock and softs.

During the first quarter, the Partnership’s largest gains were achieved within the global stock index sector during January, February and March from long positions in Asian, European, and U.S. equity index futures as prices rallied amid investor expectations for global central banks, most notably the Fed, to be aggressive in cutting interest rates in the second half of 2024. In the agricultural markets, gains were recorded during each month of the quarter from long positions in cocoa futures as cocoa prices surged amid concern extremely hot weather conditions in key West African growing regions would severely damage crops. Further gains within the agricultural markets were experienced during January and February from short positions in corn and wheat futures. In currencies, the largest gains were achieved throughout the quarter from short positions in the Japanese yen versus the U.S. dollar as the relative value of the yen weakened versus the dollar amid an outlook Japan’s central bank would not be as aggressive in its interest rate policies compared to the U.S. Federal Reserve. Gains in the energies were achieved during March from long positions in crude oil and its refined products as geopolitical tensions and high shipping freight costs pushed oil prices higher. Further energy gains were recorded during February and March from short positions in U.S. Henry Hub natural gas futures. In the global fixed income sector, gains were recorded during February from short positions in U.S. fixed income futures. A portion of the Partnership’s overall gains for the first quarter was offset by short positions in gold futures as prices advanced late in the quarter amid investor demand for safe-haven assets. Additional losses within the metals sector were incurred during January and February from long positions in iron ore futures as prices dipped due to an outlook for weaker steel demand from China’s housing sector.

Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase not only the risk involved in commodity trading, but also the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Trading Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Trading Advisor is able to identify them, the Partnership expects to increase capital through operations.

The Partnership receives monthly interest on 100% of the average daily equity maintained in cash in the Partnership’s account during each month at a rate equal to 100% of the monthly average of the 4-week U.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership’s cash account in excess of the amounts described above, if any, will be retained by MS&Co. and/or shared with the General Partner. All interest earned on U.S. Treasury bills and money market fund securities will be retained by the Partnership, as applicable. Interest income for the three months ended March 31, 2024 increased by $380,226 as compared to the corresponding period in 2023. The increase in interest income was primarily due to higher interest rates during the three months ended March 31, 2024 as compared to the corresponding period in 2023. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership’s accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and (3) interest rates over which none of the Partnership or MS&Co. has control.

Certain clearing fees are based on the number of trades executed by the Trading Advisors for the Partnership. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees for the three months ended March 31, 2024 increased by $55,809 as compared to the corresponding period in 2023. The increase in clearing fees was primarily due to an increase in the number of trades made by the Partnership during the three months ended March 31, 2024 as compared to the corresponding period in 2023.

Ongoing placement agent fees are calculated as a percentage of the Partnership’s Class A adjusted net assets on the first day of each month and are affected by trading performance, subscriptions, and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Ongoing placement agent fees for the three months ended March 31, 2024 decreased by $11,379 as compared to the corresponding period in 2023. The decrease was primarily due to a decrease in Class A adjusted net assets during the three months ended March 31, 2024 as compared to the corresponding period in 2023.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership. The General Partner’s fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the beginning of each month and are affected by trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. General Partner’s fees for the three months ended March 31, 2024 decreased by $11,416 as compared to the corresponding period in 2023. The decrease was primarily due to a decrease in average net assets during the three months ended March 31, 2024 as compared to the corresponding period in 2023. Effective January 1, 2021, the Partnership directly pays the brokerage fees and other transaction-related fees and expenses, as incurred and also pays its ongoing administrative, operating, offering and organizational expenses (including, but not limited to, periodic legal, accounting, administrative, filing, reporting and data processing fees) and its pro rata share of such expenses of any trading company to which the Partnership has allocated assets.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the beginning of each month and are affected by trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees for the three months ended March 31, 2024 increased by $3,233 as compared to the corresponding period in 2023. The increase was primarily due to an increase in average net assets during the three months ended March 31, 2024 as compared to the corresponding period in 2023.

Incentive fees are based on the new trading profits generated by the Trading Advisors at the end of the year as defined in the management agreement among the Partnership, the General Partner and the relevant Trading Advisor. Trading performance for the three months ended March 31, 2024 and 2023 resulted in incentive fees of $1,142,511 and $0, respectively. To the extent that a Trading Advisor incurs a loss for the Partnership, the Trading Advisor will not be paid incentive fees until such Trading Advisor recovers any net loss incurred and earns additional new trading profits for the Partnership.

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

As of March 31, 2024 and December 31, 2023, the Partnership’s assets were allocated among the Trading Advisors in the following approximate percentages:


Advisor	March 31, 2024		March 31, 2024 (percentage of Partners’ Capital)		December 31, 2023		December 31, 2023 (percentage of Partners’ Capital)
Campbell	$	40,928,614		24%	$	37,196,740		25%
EMC		13,390,530		8%		10,432,277		7%
Graham		42,650,320		26%		34,449,484		23%
WCM		61,304,403		37%		56,514,712		39%
Unallocated		8,304,847		5%		8,665,382		6%

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Introduction

The Partnership and the Trading Company are commodity pools engaged primarily in the speculative trading of Futures Interests. The market-sensitive instruments 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.

The Futures Interests on such contracts traded by the Partnership involve varying degrees of related market risk. Market risk is often dependent upon changes in the level or volatility of held 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 positions, and consequently in its earnings, whether realized or unrealized, and cash flow. Gains and losses on open positions of exchange-traded futures, exchange-traded forward and exchange-traded futures-styled option contracts are settled daily through variation margin. Gains and losses on non-exchange-traded forward currency contracts and forward currency option contracts are settled upon termination of the contract. Gains and losses on non-exchange-traded forward currency option contracts are settled on an agreed-upon settlement date.

The Partnership’s total market risk may increase or decrease as it is influenced by a wide variety of factors, including, but 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 value of the market sector instruments held by the Partnership is typically many times the applicable margin requirements. Margin requirements generally range between 2% and 15% of contract face value. Additionally, the use of leverage causes the face value of the market sector instruments held by the Partnership typically to be many times the total capitalization of the Partnership.

The Partnership’s past performance is no guarantee of 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 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 tables disclosed.

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

Quantifying the Partnership’s and the Trading Company’s Trading Value at Risk

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

The Partnership/Trading Company 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/Trading Company’s earnings and cash flow.

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

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

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

Value at Risk tables represent a probabilistic assessment of the risk of loss in market sensitive instruments. The first trading Value at Risk table reflects the market sensitive instruments held by the Partnership directly and through its investments in the Trading Company. The remaining trading Value at Risk tables reflect the market sensitive instruments held by the Partnership directly (i.e. in the managed accounts in the Partnership’s name traded by certain Trading Advisors) and indirectly by the Trading Company separately. There have been no material changes in the trading Value at Risk, non-trading risk and risk management information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023.

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of March 31, 2024. As of March 31, 2024, the Partnership’s total capitalization was $166,578,714.


March 31, 2024

Market Sector	Value at Risk		% of Total Capitalization
Currencies	$	8,236,799		4.94	%
Energy		3,019,425		1.81
Grains		1,700,596		1.02
Indices		7,957,051		4.78
Interest Rates U.S.		1,942,828		1.17
Interest Rates Non-U.S.		2,349,146		1.41
Livestock		221,689		0.13
Metals		1,719,115		1.03
Softs		1,475,089		0.89

Total	$	28,621,738		17.18	%

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of December 31, 2023. As of December 31, 2023, the Partnership’s total capitalization was $147,258,595.


December 31, 2023

Market Sector	Value at Risk		% of Total Capitalization
Currencies	$	10,329,730		7.01	%
Energy		1,940,869		1.32
Grains		1,285,152		0.87
Indices		7,700,420		5.23
Interest Rates U.S.		1,357,509		0.92
Interest Rates Non-U.S.		1,758,231		1.19
Livestock		377,521		0.26
Metals		1,704,432		1.16
Softs		1,191,163		0.81

Total	$	27,645,027		18.77	%

The following tables indicate the trading Value at Risk associated with the Partnership’s/Trading Company’s open positions by market category as of March 31, 2024 and December 31, 2023, and the highest, lowest and average values during the three months ended March 31, 2024 and for the twelve months ended December 31, 2023. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below.

As of March 31, 2024, the Partnership’s total capitalization was $166,578,714.


		March 31, 2024
						Three Months Ended March 31, 2024
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	6,826,603		4.10	%	$	9,708,509	$	6,663,562	$	8,211,795
Energy		2,117,345		1.27			2,117,345		944,094		1,576,163
Grains		1,026,553		0.61			1,234,143		966,160		1,119,069
Indices		5,977,741		3.59			6,101,737		4,671,664		5,625,664
Interest Rates U.S.		1,151,350		0.69			1,543,015		701,722		1,021,479
Interest Rates Non-U.S.		1,662,010		1.00			1,943,547		1,227,513		1,534,417
Livestock		43,803		0.02			199,980		43,803		112,015
Metals		760,985		0.46			1,638,329		587,705		1,154,078
Softs		710,680		0.43			1,004,337		510,019		743,416

Total	$	20,277,070		12.17	%

*Average of daily Values at Risk.

As of December 31, 2023, the Partnership’s total capitalization was $147,258,595.


		December 31, 2023
						Twelve Months Ended December 31, 2023
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	9,467,974		6.43	%	$	11,379,668	$	5,252,896	$	8,299,264
Energy		1,513,171		1.03			2,641,048		786,787		1,521,765
Grains		994,997		0.68			1,298,420		408,491		784,169
Indices		5,890,513		4.00			6,277,615		2,668,807		4,475,101
Interest Rates U.S.		1,237,198		0.84			1,916,976		413,207		1,085,983
Interest Rates Non-U.S.		1,560,751		1.06			3,465,377		814,776		2,258,833
Livestock		180,126		0.12			204,325		29,440		116,653
Metals		1,048,611		0.71			2,193,239		853,351		1,539,392
Softs		657,910		0.44			1,071,817		533,994		771,286

Total	$	22,551,251		15.31	%

*Annual average of daily Values at Risk.

As of March 31, 2024, the Trading Company’s total capitalization was $59,562,738 and the Partnership owned 100% of the Trading Company. The Partnership invests a portion of its assets in the Trading Company. The Trading Company’s Value at Risk as of March 31, 2024 was as follows:


		March 31, 2024
						Three Months Ended March 31, 2024
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	1,410,196		2.37	%	$	1,830,113	$	848,533	$	1,485,828
Energy		902,080		1.52			915,560		410,504		664,836
Grains		674,043		1.13			674,043		283,209		526,871
Indices		1,979,310		3.32			2,399,147		1,731,246		2,165,004
Interest Rates U.S.		791,478		1.33			799,343		108,430		417,972
Interest Rates Non-U.S.		687,136		1.15			708,241		191,699		455,321
Livestock		177,886		0.30			276,375		141,114		190,479
Metals		958,130		1.61			1,321,557		653,076		1,039,033
Softs		764,409		1.28			920,916		519,663		760,670

Total	$	8,344,668		14.01	%

*Average of daily Values at Risk.

As of December 31, 2023, the Trading Company’s total capitalization was $55,284,183 and the Partnership owned 100% of the Trading Company. The Partnership invests a portion of its assets in the Trading Company. The Trading Company’s Value at Risk as of December 31, 2023 was as follows:


		December 31, 2023
						Twelve Months Ended December 31, 2023
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	861,756		1.56	%	$	2,053,848	$	626,405	$	1,409,839
Energy		427,698		0.77			1,135,638		249,179		587,868
Grains		290,155		0.52			735,560		158,388		385,141
Indices		1,809,907		3.27			1,809,907		817,707		1,202,146
Interest Rates U.S.		120,311		0.22			945,065		120,311		496,896
Interest Rates Non-U.S.		197,480		0.36			1,526,996		184,160		826,918
Livestock		197,395		0.36			350,185		38,400		216,072
Metals		655,821		1.19			1,348,571		396,133		870,550
Softs		533,253		0.96			912,521		412,857		654,256

Total	$	5,093,776		9.21	%

*Annual average of daily Values at Risk.

Item 4. Controls and Procedures.

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

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

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2024 and, based on that evaluation, the General Partner’s President and CFO have concluded that, at that date, the Partnership’s disclosure controls and procedures were effective.

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

●

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

●

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

●

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

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended March 31, 2024 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

The Company is a wholly-owned, indirect subsidiary of Morgan Stanley, a Delaware holding company. Morgan Stanley files periodic reports with the SEC as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including the Company. As a consolidated subsidiary of Morgan Stanley, the Company does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, we refer you to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2023, 2022, 2021, 2020, and 2019. In addition, the Company annually prepares an Audited, Consolidated Statement of Financial Condition (“Audited Financial Statement”) that is publicly available on Morgan Stanley’s website at www.morganstanley.com. We refer you to the Commitments, Guarantees and Contingencies – Legal section of the Company’s 2023 Audited Financial Statement.

In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and the Company has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the actual or threatened legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the third-party entities that are, or would otherwise be, the primary defendants in such cases are bankrupt, in financial distress, or may not honor applicable indemnification obligations. These actions have included, but are not limited to, antitrust claims, claims under various false claims act statutes, and matters arising from our sales and trading businesses and our activities in the capital markets.

Each of Morgan Stanley and the Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company’s business and involving, among other matters, sales, trading, financing, prime brokerage, market-making activities, investment banking advisory services, capital market activities, financial products or offerings sponsored, underwritten, or sold by the Company, wealth and investment management services, and accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, disgorgement, restitution, forfeiture, injunctions, limitations on our ability to conduct certain business, or other relief.

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

During the preceding five years, the following administrative, civil, or criminal actions pending, on appeal or concluded against the Company or any of its principals are material within the meaning of CFTC Rule 4.24(l)(2) or 4.34(k)(2):

Regulatory and Governmental Matters

On January 12, 2024, the U.S. Attorney’s Office for the Southern District of New York (“USAO”) and the SEC announced they had reached settlement agreements with the Company in connection with their investigations into the Company’s blocks business. Specifically, the Company entered into a three-year non-prosecution agreement (“NPA”) with the USAO that included the payment of forfeiture, restitution, and a criminal fine for making false statements in connection with the sale of certain block trades from 2018 through August 2021. The NPA required the Company to admit responsibility for certain acts of its employees and to continue to cooperate with and provide certain information to the USAO for the term of the agreement. Additionally, the SEC charged the Company with violations of Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder for the disclosure of confidential information about block trades and also violations of Section 15(g) of the Exchange Act for the failure to enforce its policies concerning the misuse of material non-public information related to block trades. As part of the SEC agreement, the Company paid disgorgement and a civil penalty. After the agreed-upon credits were applied, the Company paid a total amount of approximately $249 million under both settlements. The Company also faces potential civil liability arising from claims that have been or may be asserted by, among others, block transaction participants who contend they were harmed or disadvantaged including, among other things, as a result of a share price decline allegedly caused by the activities of the Company and/or its employees, or as a result of the Company’s and/or its employees’ failure to adhere to applicable laws and regulations. In addition, the Company has responded to demands from shareholders under Section 220 of the Delaware General Corporation Law for books and records concerning the investigations.

On September 30, 2020, the SEC entered into a settlement order with the Company settling an administrative action which relates to the Company’s violations of the order marking requirements of Regulation SHO of the Exchange Act resulting from its improper use of aggregation units in structuring the Firm’s equity swaps business. The order found that the Company improperly operated its equity swaps business without netting certain “long” and “short” positions as required by Rule 200(c) of Regulation SHO. The order found that the long exposure to an equity security (the “Long Unit”) and the short exposure to an equity security (the “Short Unit”) were not independent from one another and did not have separate trading strategies or objectives without regard to each other, and that the Long and Short Units were not eligible for the exception in Rule 200(f) of Regulation SHO. The order found that the Company willfully violated Section 200(g) of Regulation SHO. The Company consented, without admitting or denying the findings and without adjudication of any issue of law or fact, to a censure; to cease and desist from committing or causing future violations; to pay a civil penalty of $5 million; and to comply with the undertaking enumerated in the order.

The Firm has reached agreements in principle with two regulatory agencies—the SEC for $125 million and the CFTC for $75 million— to resolve record-keeping related investigations by those agencies relating to business communications on messaging platforms that had not been approved by the Firm. The Company was one of the entities involved in these investigations, and has recognized a provision of $63 million in anticipation of concluding the settlement with the SEC. On September 27, 2022, the Firm’s settlements with the SEC and the CFTC became effective.

Civil Litigation

On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against the Company and certain affiliates in the Supreme Court of the State of New York, New York County (“Supreme Court of NY”). The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by the Company to plaintiff was approximately $133 million. The complaint alleges causes of action against the Company for common law fraud, fraudulent concealment, aiding and abetting fraud, and negligent misrepresentation, and seeks, among other things, compensatory and punitive damages. On October 29, 2014, the court granted in part and denied in part the Company’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by the Company or sold to plaintiff by the Company was approximately $116 million. On August 11, 2016, the Appellate Division, First Department affirmed the trial court’s decision denying in part the Company’s motion to dismiss the complaint. On July 15, 2022, the Company filed a motion for summary judgment. On March 1, 2023, the court granted in part and denied in part the Company’s motion for summary judgment, narrowing the alleged misrepresentations at issue in the case. On March 26, 2024, the Appellate Division affirmed the trial court’s summary judgment order. As of December 25, 2019, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $22 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, the Company believes it could incur a loss in this action up to the difference between the $22 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against the Company, or upon sale, plus pre- and post-judgment interest, fees and costs. The Company 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.

Beginning in February of 2016, the Company was named as a defendant in multiple purported antitrust actions now consolidated into a single proceeding in the United States District Court for the Southern District of New York (“SDNY”) styled In Re: Interest Rate Swaps Antitrust Litigation. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants violated U.S. and New York state antitrust laws from 2008 through December of 2016 in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for interest rate swaps trading. Complaints were filed both on behalf of a purported class of investors who purchased interest rate swaps from defendants, as well as on behalf of three operators of swap execution facilities that allegedly were thwarted by the defendants in their efforts to develop such platforms. The consolidated complaints seek, among other relief, certification of the investor class of plaintiffs and treble damages. On July 28, 2017, the court granted in part and denied in part the defendants’ motion to dismiss the complaints. On December 15, 2023, the court denied the class plaintiffs’ motion for class certification. On December 29, 2023, the class plaintiffs petitioned the United States Court of Appeals for the Second Circuit for leave to appeal that decision. On February 28, 2024, the parties reached an agreement in principle to settle the class claims.

On August 13, 2021, the plaintiff in Camelot Event Driven Fund, a Series of Frank Funds Trust v. Morgan Stanley & Co. LLC, et al. filed in the Supreme Court of NY a purported class action complaint alleging violations of the federal securities laws against ViacomCBS (“Viacom”), certain of its officers and directors, and the underwriters, including the Company, of two March 2021 Viacom offerings: a $1,700 million Viacom Class B Common Stock offering and a $1,000 million offering of 5.75% Series A Mandatory Convertible Preferred Stock (collectively, the

“Offerings”). The complaint alleges, inter alia, that the Viacom offering documents for both issuances contained material omissions because they did not disclose that certain of the underwriters, including the Company, had prime brokerage relationships and/or served as counterparties to certain derivative transactions with Archegos Capital Management LP, (“Archegos”), a fund with significant exposure to Viacom securities across multiple prime brokers. The complaint, which seeks, among other things, unspecified compensatory damages, alleges that the offering documents did not adequately disclose the risks associated with Archegos’s concentrated Viacom positions at the various prime brokers, including that the unwind of those positions could have a deleterious impact on the stock price of Viacom. On November 5, 2021, the complaint was amended to add allegations that defendants failed to disclose that certain underwriters, including the Company, had intended to unwind Archegos’s Viacom positions while simultaneously distributing the Offerings. On February 6, 2023, the court issued a decision denying the motions to dismiss as to the Company and the other underwriters,but granted the motion to dismiss as to Viacom and the Viacom individual defendants. On February 15, 2023, the underwriters, including the Firm, filed their notices of appeal of the denial of their motions to dismiss. On March 10, 2023, the plaintiff appealed the dismissal of Viacom and the individual Viacom defendants. On April 4, 2024, the Appellate Division upheld the lower court’s decision as to the Firm and other underwriter defendants that had prime brokerage relationships and/or served as counterparties to certain derivative transactions with Archegos, dismissed the remaining underwriters, and upheld the dismissal of Viacom and its officers and directors. On January 4, 2024, the court granted the plaintiff’s motion for class certification. On February 14, 2024, the defendants filed their notice of appeal of the court’s grant of class certification.

Settled Civil Litigation

On August 18, 2009, Relators Roger Hayes and C. Talbot Heppenstall, Jr., filed a qui tam action in New Jersey state court styled State of New Jersey ex. rel. Hayes v. Bank of America Corp., et al. The complaint, filed under seal pursuant to the New Jersey False Claims Act, alleged that the Company and several other underwriters of municipal bonds had defrauded New Jersey issuers by misrepresenting that they would achieve the best price or lowest cost of capital in connection with certain municipal bond issuances. On March 17, 2016, the court entered an order unsealing the complaint. On November 17, 2017, Relators filed an amended complaint to allege the Company mispriced certain bonds issued in twenty-three bond offerings between 2008 and 2017, having a total par amount of $6,900 million. The complaint seeks, among other relief, treble damages. On February 22, 2018, the Company moved to dismiss the amended complaint, and on July 17, 2018, the court denied the Company’s motion. On October 13, 2021, following a series of voluntary and involuntary dismissals, Relators limited their claims to certain bonds issued in five offerings the Company underwrote between 2008 and 2011, having a total par amount of $3,900 million. On August 22, 2023, the Firm reached an agreement in principle to settle the litigation. The final agreement became effective on January 30, 2024.

On July 15, 2010, China Development Industrial Bank (“CDIB”) filed a complaint against the Company, styled China Development Industrial Bank v. Morgan Stanley & Co. Incorporated et al., in the Supreme Court of NY. The complaint related to a $275 million credit default swap (“CDS”) referencing the super senior portion of the STACK 2006-1 CDO. The complaint asserted claims for common law fraud, fraudulent inducement and fraudulent concealment and alleges that the Company misrepresented the risks of the STACK 2006-1 CDO to CDIB, and that the Company knew that the assets backing the CDO were of poor quality when it entered into the CDS with CDIB. On March 22, 2021, the parties entered into a settlement agreement. On April 16, 2021, the court entered a stipulation of voluntary discontinuance, with prejudice.

On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against the Company and other defendants in the Circuit Court of the State of Illinois, styled Federal Home Loan Bank of Chicago v. Bank of America Funding Corporation et al. A corrected amended complaint was filed on April 8, 2011, which alleged that defendants made untrue statements and material omissions in the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans and asserts claims under Illinois law. The total amount of certificates allegedly sold to plaintiff by the Company at issue in the action was approximately $203 million. The complaint sought, among other things, to rescind the plaintiff’s purchase of such certificates. On November 4, 2021, the Firm entered into an agreement to settle the litigation.

On April 1, 2016, the California Attorney General’s Office filed an action against the Company in California state court styled California v. Morgan Stanley, et al., on behalf of California investors, including the California Public Employees’ Retirement System and the California Teachers’ Retirement System. The complaint alleged that the Company made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV, and asserted violations of the California False Claims Act and other state laws and sought treble damages, civil penalties, disgorgement, and injunctive relief. On April 24, 2019, the parties reached an agreement to settle the litigation.

In August of 2017, the Company was named as a defendant in a purported antitrust class action in the United States District Court for the SDNY styled Iowa Public Employees’ Retirement System et al. v. Bank of America Corporation et al. Plaintiffs allege, inter alia, that the Company, together with a number of other financial institution defendants, violated U.S. antitrust laws and New York state law in connection with their alleged efforts to prevent the development of electronic exchange-based platforms for securities lending. The class action complaint was filed on behalf of a purported class of borrowers and lenders who entered into stock loan transactions with the defendants. The class action complaint seeks, among other relief, certification of the class of plaintiffs and treble damages. On September 27, 2018, the court denied the defendants’ motion to dismiss the class action complaint. Plaintiffs’ motion for class certification was referred by the District Court to a magistrate judge who, on June 30, 2022, issued a report and recommendation that the District Court certify a class. The motion for class certification and the parties’ objections to the report and recommendation are pending before the District Court. On May 20, 2023, the Firm reached an agreement in principle to settle the litigation. On September 1, 2023, the court granted preliminary approval of the settlement.

Beginning on March 25, 2019, the Company was named as a defendant in a series of putative class action complaints filed in the United States District Court for the SDNY, the first of which is styled Alaska Electrical Pension Fund v. BofA Secs., Inc., et al. Each complaint alleged a conspiracy to fix prices and restrain competition in the market for unsecured bonds issued by the following Government-Sponsored Enterprises: the Federal National Mortgage Association; the Federal Home Loan Mortgage Corporation; the Federal Farm Credit Banks Funding Corporation; and the Federal Home Loan Banks. The purported class period for each suit is from January 1, 2012 to June 1, 2018. Each complaint raised a claim under Section 1 of the Sherman Act and sought, among other things, injunctive relief and treble compensatory damages. On May 23, 2019, plaintiffs filed a consolidated amended class action complaint styled In re GSE Bonds Antitrust Litigation, with a purported class period from January 1, 2009 to January 1, 2016. On June 13, 2019, the defendants filed a joint motion to dismiss the consolidated amended complaint. On August 29, 2019, the court denied the Company’s motion to dismiss. On December 15, 2019, the Company and certain other defendants entered into a stipulation of settlement to resolve the action as against each of them in its entirety. On June 16, 2020, the court granted final approval of the settlement.

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

Item 1A.

Risk Factors

There have been no material changes to the risk factors set forth under Part I, Item 1A. “

Risk Factors

.” in the Partnership’s Annual Report on

Form 10-K

for the fiscal year ended December 31, 2023, other than as disclosed in Note 4, “Financial Instrument Risks,” of the financial statements.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended March 31, 2024, there were no additional subscriptions of Class A and Class Z Units. Units are issued in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act and Section 506 of Regulation D promulgated thereunder. Units are purchased by accredited investors as defined in Regulation D. In determining the applicability of the exemption, the General Partner relies on the fact that the Units are purchased by accredited investors in a private offering.

Proceeds of net offering are used for the trading of Futures Interests.

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


Period	Class A (a) Total Number of Units Purchased*		Class A (b) Average Price Paid per Unit**		(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
January 1, 2024 - January 31, 2024		18,356.416	$	28.94		N/A		N/A
February 1, 2024 - February 29, 2024		19,776.628	$	30.87		N/A		N/A
March 1, 2024 - March 31, 2024		31,576.168	$	32.18		N/A		N/A
		69,709.212	$	30.96

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

** Redemptions of Units are effected as of the last day of each month at the net asset value per Unit as of that day.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6. Exhibits.

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

31.2 — Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer) (filed herewith).

32.1 — Section 1350 Certification (Certification of President and Director) (filed herewith).

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

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Document.

104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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


CERES CLASSIC L.P.

	By:	Ceres Managed Futures LLC
		(General Partner)

	By:	/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director

	Date: May 9, 2024

	By:	/s/ Brooke Lambert
		Brooke Lambert
		Chief Financial Officer
		(Principal Accounting Officer)

Date: May 9, 2024

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

Ceres Classic L.P. 10-Q