EX-4.1



 Exhibit 4.1 

DESCRIPTION OF THE REGISTRANT’S SECURITIES 

REGISTERED PURSUANT TO SECTION 12 OF THE 

SECURITIES EXCHANGE ACT OF 1934 

The following summary description of the Redeemable Units is based on and qualified by the Partnership’s Fifth Amended
and Restated Limited Partnership Agreement dated November 15, 2017 (the “Limited Partnership Agreement”), a copy of which is incorporated by reference as Exhibit 3.2 to this Annual Report on Form
10-K and is incorporated herein by this reference. For a complete description of the terms and provisions of the Partnership’s Redeemable Units refer to the Limited Partnership Agreement. Capitalized
terms not defined herein have the meanings ascribed to them in this Annual Report on Form 10-K. 

The Partnership Redeemable Units are privately offered. Profits and losses of the Partnership are allocated among the partners
on a monthly basis in proportion to their capital accounts (the initial balance of which is the amount paid for their Redeemable Units). Distributions of profits will be made at the sole discretion of the General Partner. 

The Redeemable Units may not be transferred without giving written notice of the assignment, transfer or disposition to the
General Partner. No transfer or assignment will be permitted unless the General Partner is satisfied that such transfer or assignment will not jeopardize the Partnership’s status as a partnership for federal income tax purposes. The transfer of
Redeemable Units shall be subject to all applicable securities laws. No substitution may be made unless the General Partner consents to such substitution. A transferee who becomes a substituted limited partner will be subject to all of the rights
and liabilities of a limited partner of the Partnership. A transferee who does not become a substituted limited partner will be entitled to receive the share of the profits or the return of capital to which such limited partner’s transferor
would otherwise be entitled, but will not be entitled to vote, to an accounting of Partnership transactions, to receive tax information, or to inspect the Partnership’s books and records. Under the New York Revised Limited Partnership Act (the
“New York Act”), an assigning limited partner remains liable to the Partnership for any amounts for which such limited partner may be liable under such law regardless of whether any assignee to whom such limited partner has assigned
Redeemable Units becomes a substituted limited partner. 
 A limited partner may require the Partnership to redeem some or
all of its Redeemable Units at net asset value per Redeemable Unit as of the last day of any month (the “Redemption Date”). The right to redeem is contingent upon the Partnership’s having property sufficient to discharge its
liabilities on the Redemption Date and upon receipt by the General Partner of a written request for redemption in a form specified by the General Partner at least no later than 3:00 p.m. New York City time, on the third to last business day prior to
the Redemption Date, or such other notice period as the General Partner shall determine. The General Partner, in its discretion, may waive the three business day notice requirement. Because net asset value fluctuates daily, limited partners will not
know the net asset value applicable to their redemption at the time a notice of redemption is submitted. Payment for a redeemed interest will be made within 10 business days following the Redemption Date. If this were to occur, the General Partner
intends to honor redemption requests on a pro rata basis unless the General Partner determines that a different methodology would be in the best interests of the Partnership. There is no fee charged to limited partners in connection with
redemptions. The General Partner may also, at its sole discretion and upon 10 days’ notice to a limited partner, require that any limited partner redeem some or all of its Redeemable Units if such redemption is in the best interests of the
Partnership. The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner. 

On April 1, 2011, the Partnership began offering “Class A” Redeemable Units, “Class D”
Redeemable Units and “Class Z” Redeemable Units pursuant to the offering memorandum. All Redeemable Units issued prior to April 1, 2011 were deemed Class A Redeemable Units. The rights, liabilities, risks, and fees
associated with investment in the Class A Redeemable Units did not change. “Class D” Redeemable Units and “Class Z” Redeemable Units were first issued on April 1, 2011 and August 1, 2011, respectively.
Class A Redeemable Units, Class D Redeemable Units and Class Z Redeemable Units will each be referred to as a “Class” and collectively referred to as the “Classes.” The Class of Redeemable Units that a limited
partner receives upon a subscription will generally depend upon the amount invested in the Partnership or the status of the limited partner, although the General Partner may determine to offer any Class of Redeemable Units to investors at its
discretion. Class A Redeemable Units and Class D Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions and non-U.S. investors.
Class Z Redeemable Units are offered to limited partners who receive advisory services from Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) and certain employees of Morgan Stanley and its subsidiaries (and
their family members). Class A Redeemable Units, Class D Redeemable Units, and Class Z Redeemable Units are identical, except that Class D Redeemable Units are subject to a monthly ongoing selling agent fee equal to 1/12 of 0.75%
(a 0.75% annual rate) of the net assets of Class D as of the end of each month, which differs from the Class A monthly ongoing selling agent fee of 1/12 of 2% (a 2% annual rate) of the net assets of Class A as of the end of each
month. Class Z Redeemable Units are not subject to a monthly ongoing selling agent fee. 







 Summary of the Limited Partnership Agreement 

The following is a summary explanation of some of the more significant terms and provisions of the Limited Partnership
Agreement. Each prospective investor should read the Limited Partnership Agreement thoroughly before investing. The following description is a summary only, is not intended to be complete, and is qualified in its entirety by the Limited Partnership
Agreement itself. 
 Liability of Limited Partners 

The Partnership was formed under the laws of the State of New York on November 8, 2005. In general, a limited partner
will not be liable for amounts in excess of such limited partner’s contributions to the Partnership and his, her or its share of Partnership assets and undistributed profits. The General Partner will be liable for all obligations of the
Partnership to the extent that assets of the Partnership are insufficient to discharge such obligations. 
 Management of
Partnership Affairs 
 The limited partners will not participate in the management or control of the Partnership. Under
the Limited Partnership Agreement, responsibility for managing the Partnership is vested solely in the General Partner. The General Partner may select one or more trading advisors to direct all trading for the Partnership. Other responsibilities of
the General Partner include, but are not limited to, the following: reviewing and monitoring the trading of the Advisor, administering redemptions of limited partners’ units, preparing monthly and annual reports to the limited partners,
preparing and filing necessary reports with regulatory authorities, calculating the net asset value, executing various documents on behalf of the Partnership and the limited partners pursuant to powers of attorney, and supervising the liquidation of
the Partnership if an event causing dissolution of the Partnership occurs. 
 Sharing of Profits and Losses; Partnership
Accounting 
 Each partner will have a capital account, and its initial balance will be the amount such limited partner
paid for his, her or its Redeemable Units or, in the case of a contribution by the General Partner, its capital contribution (which shall be treated as units of general partnership interest). Any increase or decrease in the net assets of each
Class of Redeemable Units will be allocated among the limited partners on a monthly basis and will be added to or subtracted from the accounts of the limited partners in the ratio that the balance of each account bears to the balance of all
accounts of limited partners holding such Class of Redeemable Units. 
 Additional Partners 

The General Partner has the sole discretion to determine whether to offer for sale additional Redeemable Units and to admit
additional limited partners. There is no limitation on the number of Redeemable Units which may be outstanding at any time. All Redeemable Units offered by the Partnership will be sold at the Partnership’s then current net asset value per
Redeemable Unit for each Class. The General Partner may make arrangements for the sale of additional Redeemable Units in the future. 

Restrictions on Transfer or Assignment 

A limited partner may transfer or assign his or her Redeemable Units upon notice to the General Partner. The assignment will
be effective at the beginning of the next month after the General Partner receives such notice. An assignee may not become a limited partner without the consent of the General Partner. The General Partner will not consent if it determines that the
admission of the assignee to the Partnership would endanger the Partnership’s tax status as a partnership or otherwise have adverse legal consequences. The transfer of Redeemable Units shall be subject to all applicable securities laws. An
assignee not admitted to the Partnership as a limited partner will share in the profits and capital of the Partnership, but will not be entitled to vote, to an accounting of Partnership transactions, to receive tax information, or to inspect the
books and records of the Partnership. An assigning limited partner will remain liable to the Partnership for any amounts for which such limited partner may be liable. 

Removal or Admission of General Partner 

The General Partner may be removed and successor general partners may be admitted upon the vote of limited partners owning
more than 50% of each Class of Redeemable Units then outstanding (excluding Redeemable Units owned by the General Partner, any entity that directly or indirectly controls, is controlled by or is under common control with the General Partner, or
their employees). 







 Amendments; Meetings 

The Limited Partnership Agreement may be amended if approved in writing by the General Partner and limited partners owning
more than 50% of each Class of Redeemable Units then outstanding. In addition, the General Partner may amend the Limited Partnership Agreement without the consent of the limited partners in order to clarify any clerical inaccuracy or ambiguity
or reconcile any inconsistency (including any inconsistency between the Limited Partnership Agreement and the Memorandum), to delete or add any provision of or to the Limited Partnership Agreement required to be deleted or added by the staff of any
federal or state agency, or to make any amendment to the Limited Partnership Agreement which the General Partner deems advisable (including but not limited to amendments necessary to effect the allocations proposed therein) provided that such
amendment is not adverse to the limited partners, or is required by law. 
 Any limited partner, upon written request
addressed to the General Partner, may obtain a list of the names and addresses of record of all limited partners and the number of Redeemable Units and units of general partnership interest held by each for a purpose reasonably related to such
limited partner’s interest as a limited partner in the Partnership. Upon receipt of a written request, signed by limited partners owning at least 10% of each Class of Redeemable Units then outstanding, that a meeting of the Partnership be
called to consider any matter upon which limited partners may vote pursuant to the Limited Partnership Agreement, the General Partner, by written notice to each limited partner of record, must call a meeting of the Partnership. Such notice must
specify the date, a reasonable time and place, and the purpose of such meeting. 
 At any such meeting, upon the approval by
an affirmative vote of limited partners owning more than 50% of each Class of Redeemable Units then outstanding, the following actions may be taken: (i) the Limited Partnership Agreement may, with certain exceptions, be amended;
(ii) a new general partner or general partners may be admitted if the General Partner elects to withdraw from the Partnership; (iii) any contracts with the General Partner or any of its affiliates or any trading advisor may be terminated
without penalty on 60 days’ notice; and (iv) the sale of all assets of the Partnership may be approved. However, no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken
will not adversely affect the liability of the limited partners as limited partners under the New York Act and that the action is permitted under such law. 

At any such meeting, upon the approval by an affirmative vote of limited partners owning more than 50% of each Class of
outstanding Redeemable Units then outstanding (excluding units of Partnership interest owned by the General Partner, any entity that directly or indirectly controls, is controlled by or is under common control with the General Partner, or their
employees), the following actions may be taken: (i) the Partnership may be dissolved; (ii) the General Partner may be removed and a new general partner may be admitted; and (iii) the Partnership shall vote to terminate any collective
investment vehicle operated by the General Partner into which the Partnership’s assets are invested, in accordance with the organizational documents of such collective investment vehicle. 

Reports to Limited Partners 

The books and records of the Partnership are maintained at its principal office and the limited partners have the right at all
times during reasonable business hours to have access to the Partnership’s books and records for a purpose reasonably related to such limited partner’s interest as a limited partner in the Partnership. Within 30 days of the end of each
month, the General Partner will distribute to the limited partners a financial report containing information relating to the net assets of the Partnership, net asset value per Class, and net asset value per Redeemable Unit for each Class as of
the end of such month, as well as other information relating to the operations of the Partnership which is required to be reported to the limited partners by CFTC regulations. In addition, if any of the following events occur, notice thereof will be
mailed to each limited partner within seven business days of such occurrence: a decrease in the net asset value per Redeemable Unit of any Class to $400 or less as of the end of any trading day; any change in trading advisor(s); any change in
commodity broker(s); any change in the General Partner; or any material change in the Partnership’s trading policies or any material change in an Advisor’s trading strategies. In addition, a certified annual report of financial condition
will be distributed to the limited partners not more than 90 days after the close of the Partnership’s fiscal year. Within 75 days after the close of the fiscal year, tax information necessary for the preparation of the limited partners’
annual federal income tax returns will be distributed to the limited partners. 
 Power of Attorney 

To facilitate the execution of various documents by the General Partner on behalf of the Partnership and the limited partners,
the limited partners will appoint the General Partner, with power of substitution, their attorney-in-fact by executing the subscription agreement. Such documents
include, without limitation, the Limited Partnership Agreement and amendments and restatements thereto, MS&Co. Customer Agreement., and the Management Agreement with the Advisor. 







 Indemnification 

The Limited Partnership Agreement provides that the General Partner and its affiliates will have no liability to the
Partnership or to any limited partner for any loss suffered by the Partnership which arises out of any action or inaction of the General Partner or its affiliates if the General Partner or its affiliates in good faith determined that such course of
conduct was in the best interest of the Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its affiliates. The General Partner and its affiliates will be indemnified by the Partnership, to
the fullest extent permitted by law, against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Partnership, provided that the same were not the result of negligence or
misconduct on the part of the General Partner or its affiliates. No indemnification of the General Partner or its affiliates is permitted for losses resulting from a violation of federal or state securities law in connection with the offer or sale
of the Redeemable Units. 
 Dissolution of the Partnership 

The affairs of the Partnership will be wound up and the Partnership liquidated as soon as practicable upon the first to occur
of the following: (i) December 31, 2025; (ii) receipt by the General Partner of an election to dissolve the Partnership at a specified time by the limited partners owning more than 50% of all Classes of Redeemable Units then outstanding
(excluding units of Partnership interest owned by the General Partner, an affiliate of the General Partner or their employees), notice of which is sent by registered mail to the General Partner not less than 90 days prior to the effective date of
such dissolution; (iii) assignment by the General Partner of all of its interest in the Partnership, withdrawal, removal, bankruptcy or any other event that causes the General Partner to cease to be a general partner under the New York Act
(unless the Partnership is continued pursuant to the Limited Partnership Agreement); (iv) the net asset value per Redeemable Unit of any Class declines on any business day after trading to less than $400 per Redeemable Unit; or (v) any
event which shall make it unlawful for the existence of the Partnership to be continued. In addition, the General Partner may, in its sole discretion, cause the Partnership to dissolve if the aggregate net assets of the Partnership decline to less
than $1,000,000.