03/20/2026 | Press release | Distributed by Public on 03/20/2026 11:29
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Overview
The Partnership, directly and through its investment in the Funds, seeks to achieve capital appreciation through speculative trading of commodity interests on U.S. and international futures, options on futures and forward markets. The Partnership may also engage, directly or indirectly, in swap transactions and other derivative transactions with the approval of the General Partner. Initially, the Partnership's investment strategy focused on energy and energy-related investments. While the Partnership is expected to continue to have significant exposure to energy and energy-related markets, such trading will no longer be the Partnership's primary focus. Therefore, the Partnership's past trading performance will not necessarily be indicative of future results.
The General Partner/Trading Manager manages all business of the Partnership/Funds. The General Partner delegated its responsibility for the investment of the Partnership's assets to the Advisors. The General Partner/Trading Manager engages a team of approximately 9 professionals, whose primary emphasis is on attempting to maintain quality control among the advisors to the funds operated or managed by the General Partner/Trading Manager. A full-time staff of due diligence professionals use proprietary technology and on-siteevaluations to monitor new and existing futures money managers. The accounting and operations staff provide processing of subscriptions and redemptions and reporting to limited partners and regulatory authorities. The General Partner also engages staff involved in marketing and sales support. In selecting an Advisor for the Partnership, the General Partner considers, among other factors, the Advisor's past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to an Advisor and allocate assets to additional advisors at any time.
Responsibilities of the General Partner include:
| • |
due diligence examinations of the Advisors; |
| • |
selection, appointment and termination of the Advisors; |
| • |
negotiation of the Management Agreements; and |
| • |
monitoring the activity of the Advisors. |
In addition, the General Partner/Trading Manager prepares, or assists the Administrator in preparing, the books and records and provides, or assists the Administrator in providing, the administrative and compliance services that are required by law or regulation, from time to time, in connection with the operation of the Partnership/Funds.
While the Partnership and the Funds have the right to seek lower commission rates from other commodity brokers at any time, the General Partner believes that the customer agreements and other arrangements with the commodity broker are fair, reasonable and competitive.
The programs traded by each Advisor on behalf of the Partnership are: Millburn - Commodity Program, Ospraie - Commodity Program, Drakewood - Drakewood Prospect Fund Strategy, Opus - Opus Advanced Ag Program and prior to Northlander's termination effective December 31, 2024, Northlander - Commodity Program and prior to EMC's termination effective December 31, 2024, EMC - Commodity Program. The General Partner may modify or terminate the allocation of assets among the Advisors at any time and may allocate assets to additional Advisors at any time.
As of December 31, 2025 and September 30, 2025, the Partnership's assets were allocated among the Advisors in the following approximate percentages:
| December 31, 2025 | September 30, 2025 | |||||||||||||||
| (percentage of | (percentage of | |||||||||||||||
|
Advisor |
December 31, 2025 | Partners' Capital) | September 30, 2025 | Partners' Capital) | ||||||||||||
|
Millburn |
$ | 37,676,141 | 38% | $ | 40,666,043 | 37% | ||||||||||
|
Ospraie |
27,902,734 | 28% | 27,088,917 | 25% | ||||||||||||
|
Drakewood |
11,883,798 | 12% | 12,027,315 | 11% | ||||||||||||
|
Opus |
21,008,977 | 21% | 27,838,916 | 25% | ||||||||||||
|
Unallocated |
1,084,549 | 1% | 1,767,391 | 2% | ||||||||||||
Millburn Ridgefield Corporation
Millburn trades the Partnership's assets in accordance with its Millburn Commodity Program. Millburn is the corporate successor to a futures trading and advisory organization that has been continuously managing assets in the currency and futures markets using quantitative, systematic techniques since 1971. The Millburn Commodity Program trades a diverse group of global commodity futures markets - currently approximately 45 - although it may not trade in all such markets at all times and the number of markets may increase or decrease from time to time. It strives to maintain a diversified portfolio of commodity futures, allocated according to volatility based risk (not face value), subject to constraints, in order to take advantage of global economic cycles and commodity price fluctuations. The portfolio is intended to be as diversified as market liquidity permits, and each market is traded using a diversified set of directional trading systems. Maximum market allocations for each market in the portfolio are determined based on factors including, among others, exchange regulations and depth of market. Millburn seeks to increase the number of commodity futures markets traded in the portfolio over time as new futures contracts become available, but it is also likely that certain futures contracts will be removed from the portfolio due to diminishing liquidity.
Millburn makes its systematically-based investment and trading decisions pursuant to its investment and trading methods, which may include technical trend analysis, certain nontraditional technical systems (i.e., systems falling outside of traditional technical trend analysis) and money management principles, each of which may be revised from time to time. The objective of the investment and trading systems employed by Millburn is to consider multiple data inputs, or "factors," in order to arrive at relatively near-term return forecasts for each traded instrument, and take appropriate, risk-managed positions. These factors include price data, but also a range of price derivative and non-pricedata.
Trades generated by quantitative models may be profitable or unprofitable. The Millburn Commodity Program's objective is to have its profitable trades offset and exceed losses from its unprofitable trades. During periods in which market behavior differs significantly from that analyzed to build models, substantial losses are possible, and even likely. Successful systematic futures trading depends on several elements. Two of the main factors are the development and selection of the trading systems used in each market, and the allocation of portfolio risk among the markets available for trading.
Market environments change over time, and particular systems may perform well in one environment but poorly in another. Likewise, market sectors and individual markets go through periods where systematic trading is very profitable and other periods where no system is able to generate any profits. The goal of Millburn's research has been to develop and select a mix of systems in each market and to allocate risk across a wide array of markets, so as to contain overall portfolio risk within a targeted range while allowing exposure to profitable opportunities.
Over more than 50 years, Millburn and its predecessor entities have developed hundreds of trading systems. These trading systems generate buy or sell decisions in a particular market based on the analysis of price movements in the market, some non-priceinformation or a combination of both. Of course, systems can be materially different -better in some periods and worse in others. The main distinguishing features are: the time frame over which systems work (intra-dayto long term); the granularity of data fed into them (tick data to daily, weekly or monthly frequencies); type (market or economic statistics); source (cash, futures, forward or option markets generated data or government and industry generated statistical information), and the objective of the system (profiting from momentum, mean reversion, trading ranges or volatility). No single approach will work all the time. Therefore, Millburn's objective is to have several approaches and several data inputs operating in conjunction with one another.
When arriving at the portfolio allocation, Millburn generally seeks maximum diversification subject to liquidity and sector concentration constraints and subject to the mandate of the strategy. Each market is traded using a diversified set of trading systems, which may be optimized for groups of markets, sectors or specific markets. The markets traded and allocations are reviewed at least monthly, although changes may occur more or less frequently. The following factors, among others, are considered in constructing a universe of markets to trade for each portfolio: profitability, liquidity of markets, professional judgment, desired diversification, transaction costs, exchange regulations and depth of market. For the Millburn Commodity Program, the current allocation to any market in the portfolio does not exceed 10%. The portfolio weightings will be determined, taking into account statistical data on the returns in each market, liquidity constraints and Millburn's judgment and experience.
Risk is a function of both price level and price volatility. For example, for any given level of volatility, a 100,000 barrel crude oil position is worth more and is, therefore, probably more risky with oil at $90 per barrel than with oil at $50 per barrel. Similarly, oil would be more risky if prices are moving in a 5% daily range than if prices are moving in a 1% daily range. Millburn sizes the position in each market taking into account its measurement of risk based on price level and volatility in that market. Market exposure is then managed by the position-sizingmodels which measure the risk in the portfolio's position in each market. In the event the model determines that the risk has changed beyond an acceptable threshold, it will signal a change in the position - a decrease in position size when risk increases and an increase in position size when risk decreases. Millburn's position-sizingmodels maintain overall portfolio risk and distribution of risk across markets within designated ranges. The position-sizingmodel manages the position traded by each of the (directional) trading systems discussed above.
In addition, Millburn's risk management processes focus on money management principles applicable to the portfolio as a whole rather than to individual markets. The first principle is portfolio diversification which attempts to improve the quality of profits by reducing volatility. Additional money management principles applicable to the portfolio as a whole include:
(1) limiting the assets committed as margin or collateral, generally within a range of 5% to 35% of an account's net assets, though the amount may at any time be higher or lower; and
(2) prohibiting pyramiding - that is, using unrealized profits in a particular market as margin for additional positions solely in the same market.
Another important risk management function is the careful control of leverage or total portfolio exposure. Leverage levels are determined by simulating the entire portfolio - all markets, all systems, all risk control models, the exact weightings of the markets in the portfolio and the proposed level of leverage - over the past five or ten years to determine the portfolio's simulated risk and return characteristics as well as the worst case experienced by the portfolio in the simulation period. The worst case, or peak-to-troughdrawdown, is measured from a daily high in portfolio assets to the subsequent daily low whether that occurs days, weeks or months after the daily high. If Millburn considers the drawdown too severe or the portfolio's simulated volatility too high, it reduces the leverage or total portfolio exposure. There are, however, no restrictions on the amount of leverage Millburn may use at any given time. Decisions whether to trade a particular market require the exercise of judgment. The decision not to trade certain markets for certain periods, or to reduce the size of a position in a particular market, may result at times in missing significant profit opportunities.
In some cases, Millburn employs discretion in the execution of trades where The Millburn Corporation's trader expertise plays a role in timing of orders and, from time to time, Millburn may adjust the size of a position, long or short, in any given market indicated by its systematic trading strategies. This exercise of discretion (other than in trade execution) generally occurs only in response to unusual market conditions that may not have been factored into the design of the trading systems and is generally intended to reduce risk. Decisions to make such adjustments also require the exercise of judgment and may include consideration of the volatility of the particular market; the pattern of price movements, both inter-dayand intra-day;open interest; volume of trading; changes in spread relationships between various forward contracts; and overall portfolio balance and risk exposure. With respect to the execution of trades, Millburn may rely to an extent upon the judgment of others, including dealers and bank traders. No assurance is given that it will be possible to execute trades regularly at or near the desired buy or sell point.
The trading method, systems and money management principles utilized by Millburn are proprietary and confidential. The foregoing description is general and is not intended to be complete. Millburn and its principals may, from time to time, trade futures, forward, and option contracts and securities for their own proprietary accounts. Such trades may or may not be in accordance with the Millburn trading program described above. The trading records of those accounts are not available for inspection.
Ospraie Management, LLC
Ospraie trades the Partnership's assets in accordance with the Commodity Program. The primary investment objective is the appreciation of capital through active, leveraged trading and investment on a global basis primarily in a portfolio of commodities and related derivative instruments. Such commodity trading includes futures, forward, option and swap contracts and physical commodities in energy, industrial metals, precious metals, grains, softs/meats, freight and related markets, among other commodity sectors. The cornerstone of Ospraie's approach to commodity investing is fundamental research. Ospraie uses a similar analytical methodology for each commodity market in which it elects to invest. This methodology incorporates the multiple variables that determine the end price of a commodity, including, but not limited to, the available supply of the commodity and the cost of production including extracting or harvesting, transporting, processing and distributing such commodity. It also incorporates current and projected demand for the commodity based on relative and absolute price levels and global economic factors. In addition, the relative availability of inventory in respect of a specified commodity to the world markets is factored into Ospraie's analytical model. This analytical methodology guides Ospraie's investment decisions with respect to an industry and results in a view as to its likely economic prospects. The investment thesis is then expressed in the global capital markets principally through futures and options instruments. The majority of the portfolio will include long/short directional investments based on Ospraie's view on the future movements of prices of applicable commodities. Ospraie will also seek to maximize returns by investing in relative value opportunities, including investments based on intra-commodity curve related spreads (i.e., entering into a long and short position in a commodity interest with different delivery months) and inter-commodity price spreads (i.e., entering into a long position in a commodity interest and entering into a short position in a related commodity interest). Ospraie may also invest in foreign exchange, primarily for hedging purposes.
While the portfolio will generally be based upon Ospraie's long-term views, the investment process will also include a subjective overlay as to the short-term profitability of an investment. Ospraie intends to dynamically size and scale back its trades based on its continued fundamental analysis, current level of conviction, the likely timing of realization, and current market conditions applicable to each investment. The portfolio will be principally comprised of highly liquid investment assets in order to maximize liquidity for investors. The portfolio's liquidity will be achieved through the use of various instruments to access what Ospraie believes is the most efficient combination of liquidity and risk/reward consideration for each position.
Northlander Commodity Advisors LLP
The portion of the Partnership's assets that were allocated to Northlander for trading were not invested in commodity interests directly. Northlander's allocation of the Partnership's assets were invested in NL Master. Northlander traded the Partnership's assets allocated to it pursuant to its Northlander Commodity Program. The Northlander Commodity Program was a commodity focused trading program which invested in energy products globally, but with an emphasis on European power, European gas, European emissions, and international coal markets. The program was an absolute return strategy which sought to identify value in mispriced markets through careful fundamental analysis by focusing on market dynamics and market structure and then expressing its thesis through its proprietary portfolio construction and risk management procedures.
Drakewood Capital Management Limited
Drakewood trades the Partnership's assets allocated to it pursuant to the Drakewood Prospect Fund Strategy. Pursuant to the Drakewood Prospect Fund Strategy, Drakewood invests the Partnership's assets primarily in a portfolio of risk positions in precious, non-ferrousand ferrous metal futures, forward contracts and related options, and derivative instruments. Other commodities may be traded from time to time, and may also invest in LME warrants, although these instruments are expected to constitute a relatively minor part of the portfolio. Investments made pursuant to the Drakewood Prospect Fund Strategy investments are expected to be concentrated in precious, non-ferrousand ferrous metal strategies and the Program's investments are not expected to be diversified.
The Drakewood Prospect Fund Strategy is designed to gain exposure to opportunities in the majority of actively traded metals while limiting exposure in any one particular metal. The intent of this strategy is to increase opportunities for gain, while managing risk in order to provide more consistent returns.
Based on the fundamentally driven investment approach of the Drakewood Prospect Fund Strategy, Drakewood will often hold generally directional positions - either predominantly long or short depending on price drivers for each individual metal. The Drakewood Prospect Fund Strategy is expected to be neither long nor short biased through the cycle but rather to take a fundamental view over a one, two, five and ten year time frame and take positions accordingly. Long long-term core positions will be augmented by shorter shorter-term trading positions around each core position to manage short short-term price risk. In normal circumstances there may be daily trading activity on the portfolio even though the core fundamental view will persist for a year or more. Due to the nature of commodities futures trading, gross exposures may be much higher than net asset value due to the nature of having numerous offsetting positions, such as calendar spreads.
EMC Capital Advisors, LLC
EMC traded the Partnership's assets allocated to it pursuant to the EMC Commodity Program. The investment strategy employed in the EMC Commodity Program sought to provide long-term positive returns with low correlation to equity, fixed income and hedge fund portfolios. EMC employed quantitative, systematic trading models across a broad range of liquid global commodity and currency markets. Sectors traded included precious and base metals, energies, agricultural and soft commodities.
Opus Futures, LLC
Opus trades the Partnership's assets allocated to it directly pursuant to Opus' Advanced Ag Program (the "Program"). The General Partner and Opus have agreed that Opus will trade the Partnership's assets allocated to Opus at 1.5 times the amount of the assets allocated. The Program is a fundamental discretionary strategy primarily focused on agricultural commodities, specifically grains, oilseeds, and livestock. Opus takes a medium-to-longterm outlook, typically holding trades for several weeks up to several months, depending on the opportunity set.
Opus only trades on liquid North American exchanges, using both futures and options on futures to express ideas using directional positions and, occasionally, using spread trades, such as inter-commodity and calendar spreads. Typically trades focus on 'old crop vs, new crop', weather and cyclical seasonality. Fundamental analysis is used in forecasting U.S. and world supply and demand tables, monitoring U.S. and world weather, studying domestic and international freight values, and tracking underlying cash values associated with agriculture futures markets.
The portfolio is intentionally concentrated on a limited number of grains and livestock markets. Position and risk management are at the trader's discretion, meaning there were no hard-coded portfolio or position stop-outs.
No assurance can be given that the Advisors' strategies will be successful or that they will generate profits for the Partnership.
Specific Fund level performance information is included in Note 6 to the financial statements included in "Item 8. Financial Statements and Supplementary Data."
For the period January 1, 2025 through December 31, 2025, the average allocation by commodity market sector for Drakewood Master was as follows:
| Drakewood Master | ||||
|
Currencies |
2% | |||
|
Metals |
98% | |||
(a) Liquidity.
The Partnership does not engage in sales of goods or services. Its assets are its (i) investment in the Funds, (ii) redemptions receivable from the Funds, (iii) equity in trading account, consisting of unrestricted and restricted cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts, options purchased at fair value and investment in U.S. Treasury bills at fair value, if applicable, and (iv) interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in the Funds and its direct investments. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred during the year ended December 31, 2025.
To minimize the risk relating to low margin deposits, the Partnership/Funds follow certain trading policies, including:
| (i) |
The Partnership/Funds invest their assets only in commodity interests that the Advisors believe are traded in sufficient volume to permit ease of taking and liquidating positions. Sufficient volume, in this context, refers to a level of liquidity that the Advisors believe will permit them to enter and exit trades without noticeably moving the market. |
| (ii) |
An Advisor will not initiate additional positions in any commodity if these positions would result in aggregate positions requiring a margin of more than 66 2/3% of the Partnership's net assets allocated to such Advisor. |
| (iii) |
The Partnership/Funds may occasionally accept delivery of a commodity. Unless such delivery is disposed of promptly by retendering the warehouse receipt representing the delivery to the appropriate clearinghouse, the physical commodity position is fully hedged. |
| (iv) |
The Partnership/Funds do not employ the trading technique commonly known as "pyramiding," in which the speculator uses unrealized profits on existing positions as margin for the purchases or sale of additional positions in the same or related commodities. |
| (v) |
The Partnership/Funds do not utilize borrowings other than short-term borrowings if the Partnership/Funds take delivery of any cash commodities. |
| (vi) |
The Advisors may, from time to time, employ trading strategies such as spreads or straddles on behalf of the Partnership/Funds. The terms "spread" and "straddle" describe commodity futures trading strategies involving the simultaneous buying and selling of futures contracts on the same commodity but involving different delivery dates or markets. |
| (vii) |
The Partnership/Funds will not permit the churning of their commodity trading accounts. The term "churning" refers to the practice of entering and exiting trades with a frequency unwarranted by legitimate efforts to profit from the trades, driven by the desire to generate commission income. |
From January 1, 2025 through December 31, 2025, the Partnership's average margin to equity ratio (i.e., the percentage of assets on deposit required for margin) was approximately 7.4%. The foregoing margin to equity ratio takes into account cash held in the Partnership's name, as well as the allocable value of the positions and cash held on behalf of the Partnership in the name of the Funds.
In the normal course of business, the Partnership and the Funds are parties to financial instruments with off-balance-sheetrisk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash balances, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange, a swap execution facility or OTC. Exchange-traded instruments include futures and certain standardized forward, swap and option contracts. Specific market movements of commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer or seller of an option has unlimited risk. Certain swap contracts may also be traded on a swap execution facility or OTC. OTC contracts are negotiated between contracting parties and also include certain forward and option contracts. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments, including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract. None of the Partnership's/Funds' contracts are traded OTC, although contracts may be traded OTC in the future.
As both a buyer and seller of options, the Partnership/Funds pay or receive a premium at the outset and then bear the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/Funds to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Funds do not consider these contracts to be guarantees.
The Partnership/Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations due to changes in market prices of investments held. Such fluctuations are included in total trading results in the Partnership's/Funds' Statements of Income and Expenses.
Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership and the Funds are exposed to market risk equal to the value of the futures and forward contracts held and unlimited liability on such contracts sold short.
Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership's/Funds' risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and is not represented by the contract or notional amounts of the instruments. The Partnership's/Funds' risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk, as MS&Co. or an MS&Co. affiliate are counterparties or brokers with respect to the Partnership's/Funds' assets. Credit risk with respect to exchange-traded instruments is reduced to the extent that, through MS&Co. or an MS&Co. affiliate, the Partnership's/Funds' counterparty is an exchange or clearing organization.
The risk to the limited partners that have purchased Redeemable Units is limited to the amount of their share of the Partnership's net assets and undistributed profits. The limited liability is a result of the organization of the Partnership as a limited partnership under New York law.
The General Partner/Trading Manager monitors and attempts to mitigate the Partnership's/Funds' risk exposure on a daily basis through financial, credit and risk management monitoring systems, and believes, accordingly, that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Funds may be subject. These monitoring systems generally allow the General Partner/Trading Manager to statistically analyze actual trading results with risk-adjusted performance indicators and correlation statistics. In addition, online monitoring systems provide account analysis of futures, exchange-cleared swap and option contracts by sector, margin requirements, gain and loss transactions and collateral positions. (See also "Item 8. Financial Statements and Supplementary Data." for further information on financial instrument risk included in the notes to the financial statements.)
The majority of these financial instruments mature within one year of the inception date. However, due to the nature of the Partnership's/Funds' business, these instruments may not be held to maturity.
Other than the risks inherent in commodity futures, forwards, options and swaps trading, U.S. Treasury bills and money market mutual fund securities, the General Partner/Trading Manager knows of no trends, demands, commitments, events or uncertainties which will result in or which are reasonably likely to result in the Partnership's/Funds' liquidity increasing or decreasing in any material way. The Limited Partnership Agreement provides that the Partnership shall cease trading operations and liquidate all open positions under certain circumstances, including a decrease in net asset value per Redeemable Unit to less than $400 as of the close of business on any business day.
| (b) |
Capital Resources. |
| (i) |
The Partnership has made no material commitments for capital expenditures. |
| (ii) |
The Partnership's capital consists of the capital contributions of the partners, as increased or decreased by net income or losses on trading and by expenses, interest income, subscriptions and redemptions of Redeemable Units and distributions of profits, if any. Gains or losses on trading cannot be predicted. Market movements in commodities are dependent upon fundamental and technical factors which the Advisors may or may not be able to identify, such as changing supply and demand relationships, pandemics, epidemics and other health crises, weather, government, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. Partnership expenses consist of, among other things, clearing fees, ongoing selling agent fees, management fees and General Partner fees. The level of these expenses is dependent upon trading performance and the level of net assets maintained. In addition, the amount of interest income earned by the Partnership is dependent upon (1) the average daily equity maintained in cash in the Partnership's and/or applicable Funds' accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds or MS&Co. has control. |
No forecast can be made as to the level of redemptions in any given period. A limited partner may require the Partnership to redeem some or all of its Redeemable Units at their net asset value as of the end of each month on three business days' notice to the General Partner. There is no fee charged to limited partners in connection with redemptions. Redemptions are generally funded out of the Partnership's cash holdings and/or redemptions from the Funds.
For the year ended December 31, 2025, 8,690.3150 Class A Redeemable Units were redeemed totaling $22,865,301, 97.9910 Class Z General Partner Redeemable Units were redeemed totaling $210,000 and 17.8990 Class Z Redeemable Units were redeemed totaling $39,626. For the year ended December 31, 2024, 7,250.2020 Class A Redeemable Units were redeemed totaling $19,553,237, 101.5880 Class Z General Partner Redeemable Units were redeemed totaling $225,077 and 148.1850 Class Z Redeemable Units were redeemed totaling $326,072. For the year ended December 31, 2023, 5,858.7060 Class A Redeemable Units were redeemed totaling $15,919,759, 500.0000 Class D Redeemable Units were redeemed totaling $1,089,837, 33.2290 Class Z General Partner Redeemable Units were redeemed totaling $74,997 and 719.2070 Class Z Redeemable Units were redeemed totaling $1,589,919.
For the year ended December 31, 2025, there were subscriptions of 695.2100 Class A Redeemable Units totaling $1,856,141 and 207.9020 Class Z Redeemable Units totaling $450,000. For the year ended December 31, 2024, there were subscriptions of 1,328.6390 Class A Redeemable Units totaling $3,647,500 and 83.3320 Class Z Redeemable Units totaling $189,888. For the year ended December 31, 2023, there were subscriptions of 2,752.1070 Class A Redeemable Units totaling $7,482,119 and 117.6330 Class Z Redeemable Units totaling $262,500.
(c) Results of Operations.
For the year ended December 31, 2025, the net asset value per Class A Redeemable Unit decreased 2.8% from $2,627.20 to $2,553.98. For the year ended December 31, 2025, the net asset value per Class D Redeemable Unit decreased 2.8% from $2,083.28 to $2,025.22. For the year ended December 31, 2025, the net asset value per Class Z Redeemable Unit decreased 2.1% from $2,187.95 to $2,143.05. For the year ended December 31, 2024, the net asset value per Class A Redeemable Unit decreased 3.8% from $2,730.63 to $2,627.20. For the year ended December 31, 2024, the net asset value per Class D Redeemable Unit decreased 3.8% from $2,165.30 to $2,083.28. For the year ended December 31, 2024, the net asset value per Class Z Redeemable Unit decreased 3.1% from $2,256.96 to $2,187.95. For the year ended December 31, 2023, the net asset value per Class A Redeemable Unit increased 0.3% from $2,721.77 to $2,730.63. For the year ended December 31, 2023, the net asset value per Class D Redeemable Unit increased 0.3% from $2,158.32 to $2,165.30. For the year ended December 31, 2023, the net asset value per Class Z Redeemable Unit increased 1.1% from $2,232.72 to $2,256.96.
The Partnership experienced a net trading loss before fees and expenses for the year ended December 31, 2025 of $2,047,922. Losses were primarily attributable to the Partnership's/Funds' trading of commodity futures in energy, grains, livestock and softs and were partially offset by gains in currencies and metals. The net trading gain or loss for the Partnership is discussed under "Item 8. Financial Statements and Supplementary Data."
During the first quarter of 2025, the Partnership's most notable gains were generated in the metals markets, led by profits from long positions in copper futures as industrial buyers increased purchases ahead of potential global tariff actions. Additional gains occurred in the energy sector during January from long positions in crude oil futures as prices rallied in the first half of the month. Further gains were contributed by the grains sector in February from short positions in soybean and wheat futures as prices dropped after reports indicated grain harvests in South America would be higher than previously forecast. A portion of the Partnership's gains for the first quarter was offset by losses incurred within the livestock markets during January from short positions in live cattle futures as beef prices rose amid low cattle slaughter rates. In the soft commodities, losses were recorded during March from long positions in cocoa futures as easing extreme weather conditions in West Africa increased production expectations.
During the second quarter of 2025, the Partnership's most significant losses were incurred within the energy sector primarily during April, from long positions in Brent crude oil futures as prices fell significantly amid concerns about the strength of the global economy. In the metals sector, losses occurred during April from long positions in copper and tin futures as prices fell amid speculation a global trade war would limit industrial metal demand. A portion of the Partnership's losses for the second quarter was offset by gains achieved within the soft commodities markets during April from long positions in cocoa futures as the return of adverse weather conditions in West Africa threatened cocoa harvests, pushing prices higher. Within the livestock markets, gains were recorded during June from long positions in live cattle futures, as prices advanced as continued shortfalls in U.S. herds curtailed U.S. slaughter rates.
During the third quarter of 2025, the Partnership's most notable losses were incurred within metals markets during July, resulting from long positions in copper futures as prices dropped sharply late in the month following changes to previously announced tariff measures. Losses within the energy sector were recorded during August from long positions in West Texas Intermediate crude oil futures as prices declined due to a surge in U.S. oil production. In soft commodities, losses were incurred during August from short positions in coffee futures as adverse weather conditions in key global growing regions threatened crop production. A portion of the Partnership's third quarter losses was offset by gains achieved within the grains sector during July and September from short positions in soybean and corn futures as prices declined amid an outlook for favorable harvest conditions in the U.S. and South America. Additional gains were recorded in the currency sector during July from positions in the euro and British pound.
During the fourth quarter of 2025, the most notable losses were incurred within the grains markets during October, as short positions in soybean futures were adversely impacted when prices rallied amid optimism that ongoing tariff negotiations would boost demand for U.S. grain exports. Further losses were recorded in the energy sector during November from short positions in natural gas futures as prices rose in response to increased heating demand during cold weather in parts of the U.S. and Europe. Within the livestock markets, losses were incurred during December from short positions in live cattle futures as prices surged higher amid tightness in U.S. beef supplies. Additional losses were experienced during November from long positions in coffee futures as prices declined following reports of growing global coffee stockpiles. The Partnership's losses for the fourth quarter were partially offset by gains achieved within the metals markets during all three months of the quarter from long positions in copper futures, as growing global demand and ongoing supply disruptions supported prices.
The Partnership experienced a net trading loss before fees and expenses for the year ended December 31, 2024 of $5,422,206. Losses were primarily attributable to the Partnership's/Funds' trading of commodity futures in currencies, energy, livestock, metals and softs and were partially offset by gains in grains.
During the first quarter of 2024, the most notable gains were achieved in the grains sector during January and February from short positions in soybean and corn futures as prices fell to near three-year lows amid reports of growing grain production in the U.S. and South America. In the energies, further first quarter gains were recorded during January from long positions in crude oil and its refined products as heightened tensions in the Middle East boosted oil prices. Long positions in live cattle futures also recorded gains throughout the first quarter as prices advanced on signs of low U.S. cattle inventories. A portion of the Partnership's gains for the first quarter was offset by losses incurred within the soft commodities sector during March from short positions in coffee and cocoa futures as adverse weather conditions in key growing regions threatened crops, pushing prices higher. In the metals markets, losses were recorded during January and February from long positions in platinum futures as prices reversed lower.
During the second quarter of 2024, the Partnership's most significant losses were incurred within the energies during April and May from global carbon emission futures as uncertainty over the strength of global industrial output roiled carbon markets. Additional losses were recorded in the soft commodities during April from short positions in cocoa and coffee futures as weather-related threats to crops forced prices higher. In the metals, losses were incurred during June from long positions in copper futures as prices reversed lower following reports of tepid economic growth in China. Additional losses for the second quarter were experienced in the livestock markets during May from short positions in live cattle futures as prices moved higher. A portion of the Partnership's losses for the second quarter was offset by gains achieved within the grains markets from short positions in soybean and wheat futures as prices fell during June. An increase in exports of grains from South America and favorable growing conditions in the U.S. Midwest contributed to the decline in prices.
During the third quarter of 2024, the Partnership's most noteworthy losses were incurred within the energy sector from long positions in crude oil futures as prices steadily declined throughout the quarter amid high global inventories and concerns of a potential slowdown in the global economy. Within the soft commodities markets, losses were recorded during August and September from short positions in coffee futures as prices rallied amid drought conditions in key growing regions. Additional losses were incurred during July from currency hedging positions in the Australian dollar and New Zealand dollar. Within the grains, losses were experienced during September from short positions in soybean and corn futures as grain prices surged higher. Elsewhere, short positions in live cattle futures recorded losses during September as prices advanced on increased buying demand. A portion of the Partnership's losses for the third quarter was offset by gains achieved within the metals sector during September from long positions in gold futures as a falling U.S. dollar boosted demand for precious metals.
During the fourth quarter of 2024, the most notable losses were incurred within the metals markets from long positions in copper futures as prices declined throughout the quarter amid concerns of slowing industrial growth in China. In the energies, losses were recorded during October and December from short positions in natural gas futures as cold weather in the U.S. and Europe boosted gas consumption demand. During October, losses in the livestock markets were recorded due to positions in lean hog and live cattle futures as choppy price action primarily dominated the meats markets. The Partnership's losses for the fourth quarter were partially offset by gains achieved within the grains markets during October and November from short positions in soybean futures as data showed U.S. farms were producing bumper grain harvests while grain exports from South America were higher-than-expected. In the currencies, gains were experienced during November and December from currency hedging positions in the U.S. Dollar Index. Further gains for the fourth quarter were achieved during December from long positions in cocoa futures as prices rallied amid fears of global supply shortfalls.
The results of operations for the twelve months ended 2023 is discussed under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." in the Partnership's Annual Report on Form 10-Kfor the fiscal year ended December 31, 2023.
Interest income on 100% of the average daily equity maintained in cash in the Partnership's (or the Partnership's allocable portion of the Funds') brokerage account during each month is earned at a rate equal to the monthly average of the 4-weekU.S. Treasury bill discount rate. For the avoidance of doubt, the Partnership/Funds will not receive interest on amounts in the futures brokerage account that are committed to margin. Any interest earned on the Partnership's and/or the Funds' 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 income earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. Interest income earned for the three and twelve months ended December 31, 2025 decreased by $431,859 and $2,192,714, respectively, as compared to the corresponding periods in 2024. The decrease in interest income was primarily due to lower interest rates during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024. Interest earned by the Partnership will increase the net asset value of the Partnership. The amount of interest income earned by the Partnership depends on (1) the average daily equity maintained in cash in the Partnership's and/or the applicable Funds' accounts, (2) the amount of U.S. Treasury bills and/or money market mutual fund securities held by the Partnership and/or the Funds and (3) interest rates over which none of the Partnership, the Funds or MS&Co. has control.
Certain clearing fees are based on the number of trades executed by the Advisors for the Partnership/Funds. Accordingly, they must be compared in relation to the number of trades executed during the period. Clearing fees related to direct investments for the three and twelve months ended December 31, 2025 increased by $5,666 and $304,660, respectively, as compared to the corresponding periods in 2024. The increase in these clearing fees was primarily due to an increase in the number of direct trades made by the Partnership during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024.
Ongoing selling agent fees are calculated as a percentage of the Partnership's adjusted Net Assets of Class A Redeemable Units and Class D Redeemable Units as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three and twelve months ended December 31, 2025 decreased by $52,648 and $192,920, respectively, as compared to the corresponding periods in 2024. The decrease was due to lower average adjusted net assets during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024.
Management fees are calculated as a percentage of the Partnership's adjusted Net Assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Management fees for the three and twelve months ended December 31, 2025 decreased by $71,373 and $310,557, respectively, as compared to the corresponding periods in 2024. The decrease was due to lower average net assets during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024.
General Partner fees are calculated as a percentage of the Partnership's adjusted Net Assets as of the end of each month and are affected by trading performance, subscriptions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. General Partner fees for the three and twelve months ended December 31, 2025 decreased by $52,811 and $195,928, respectively, as compared to the corresponding periods in 2024. This decrease was due to lower average net assets during the three and twelve months ended December 31, 2025 as compared to the corresponding periods in 2024.
Incentive fees are based on the Net Trading Profits (as defined in the respective management agreements between the Partnership, the General Partner and each Advisor) generated by each Advisor at the end of each quarter, half year or year, as applicable. Trading performance for the three and twelve months ended December 31, 2025 resulted in incentive fees of $0. Trading performance for the three and twelve months ended December 31, 2024 resulted in incentive fees of $291,349 and $663,398, respectively. To the extent an Advisor incurs a loss for the Partnership, the Advisor will not be paid incentive fees until such Advisor recovers any net loss incurred and earns additional new trading profits for the Partnership.
The Partnership pays professional fees, which generally include professional fees made up of legal and accounting expenses, as well as certain offering costs and filing, administrative, reporting and data processing fees. Professional fees for the years ended December 31, 2025 and 2024 were $507,640 and $526,550, respectively.
In the General Partner's/Trading Manager's opinion, the Partnership's Advisors continue to employ trading methods consistent with the objectives of the Partnership/Funds and expectations of the Advisors' respective programs. The General Partner/Trading Manager monitors the Advisors' performance on a daily, weekly, monthly and annual basis to assure that these objectives are met.
Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase not only the risks involved in commodity trading, but also the possibility of profit. The profitability of the Partnership/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other factors, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events, changes in interest rates, pandemics, epidemics and other public health crises. To the extent that market trends exist and the Advisors are able to identify them, the Partnership/Funds expect to increase capital through operations.
In allocating substantially all of the assets of the Partnership among the Advisors, the General Partner considers, among other factors, each Advisor's past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the Advisors and allocate assets to additional advisors at any time. Each Advisor's percentage allocation and trading program is described in the "Overview" section of this Item 7.
(d) Off-balanceSheet Arrangements. None.
(e) Contractual Obligations. None.
(f) Operational Risk.
The Partnership, directly or indirectly through its investment in the Funds, is directly exposed to market risk and credit risk, which arise in the normal course of its business activities. Slightly less direct, but of critical importance, are risks pertaining to operational and back office support. This is particularly the case in a rapidly changing and increasingly global environment with increasing transaction volumes and an expansion in the number and complexity of products in the marketplace.
Such risks include:
Operational/Settlement Risk - the risk of financial and opportunity loss and legal liability attributable to operational problems, such as inaccurate pricing of transactions, untimely trade execution, clearance and/or settlement, or the inability to process large volumes of transactions. The Partnership/Funds are subject to increased risks with respect to their trading activities in emerging market instruments, where clearance, settlement, and custodial risks are often greater than in more established markets.
Technological Risk- the risk of loss attributable to technological limitations or hardware failure that constrain the Partnership's/Funds' ability to gather, process, and communicate information efficiently and securely, without interruption, to customers, and in the markets where the Partnership and the Funds participate. Additionally, the General Partner's computer systems may be vulnerable to unauthorized access, mishandling or misuse, computer viruses or malware, cyber attacks and other events that could have a security impact on such systems. If one or more of such events occur, this potentially could jeopardize a limited partner's personal, confidential, proprietary or other information processed and stored in, and transmitted through, the General Partner's computer systems, and adversely affect the Partnership's business, financial condition or results of operations.
Legal/Documentation Risk - the risk of loss attributable to deficiencies in the documentation of transactions (such as trade confirmations) and customer relationships (such as master netting agreements) or errors that result in noncompliance with applicable legal and regulatory requirements.
Financial Control Risk- the risk of loss attributable to limitations in financial systems and controls. Strong financial systems and controls ensure that assets are safeguarded, that transactions are executed in accordance with the General Partner's authorization, and that financial information utilized by the General Partner and communicated to external parties, including the Partnership's Redeemable Unit holders, creditors and regulators, is free of material errors.
(g) Critical Accounting Policies.
The preparation of financial statements 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 and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. As a result, actual results could differ from these estimates, and those differences could be material. A summary of the Partnership's significant accounting policies is described in Note 2 to the Partnership's financial statements included in "Item 8. Financial Statements and Supplementary Data."
As of December 31, 2025, the Partnership's most significant accounting policy is the valuation of its investment in the Funds and in futures, option and forward contracts and U.S. Treasury bills, as applicable. The fair value of the investment in the Funds is determined based on the Partnership's (1) net contribution to the Funds and (2) its allocated share of the undistributed profits and losses, including realized gains (losses) and net change in unrealized gains (losses), of the Funds. The fair value of exchange-traded futures, option and forward contracts is determined by the various exchanges, and reflects the settlement price for each contract as of the close of business on the last business day of the reporting period. The fair value of foreign currency forward contracts is extrapolated on a forward basis from the spot prices quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period from various exchanges. The fair value of non-exchange-tradedforeign currency option contracts is calculated by applying an industry standard model application for options valuation of foreign currency options, using as inputs the spot prices, interest rates, and option implied volatilities quoted as of approximately 3:00 P.M. (E.T.) on the last business day of the reporting period. U.S. Treasury bills are valued at the last available bid price received from independent pricing services as of the close of the last business day of the reporting period.