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~~June 3130, 2017

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-32599


DIVERSIFIED 2000 FUTURES FUND L.P.
(Exact name of registrant as specified in its charter)
New York				13-4077759

(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
c/o Ceres Managed Futures LLC 522 Fifth Avenue New York, New York 10036
(Address of principal executive offices) (Zip Code)
(855) 672-4468
(Registrant’s telephone number, including area code)

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 X No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X No

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 No X

As of ~~April~~July 3031, 2017, 1413,~~681~~535.~~9925~~0065 Limited Partnership Redeemable Units were outstanding.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Diversified 2000 Futures Fund L.P.

Statements of Financial Condition

(Unaudited)


	June 30,		December 31,
	2017		2016
	(Unaudited)
Assets:
Investment in the Funds ⁽¹⁾, at fair value	$	15,395,450	$	20,321,727
Cash at MS&Co.		65,923		51,993
Cash at bank		825		217

Total assets	$	15,462,198	$	20,373,937

Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Ongoing selling agent fees	$	25,770	$	33,957
General Partner fees		11,527		15,214
Management fees		17,398		22,607
Professional fees		67,545		55,245
Redemptions payable to General Partner		45,000		10,000
Redemptions payable to Limited Partners		366,956		387,218

Total liabilities		534,196		524,241

Partners’ Capital:
General Partner, 145.6759 and 187.6019 Redeemable Units outstanding at June 30, 2017 and December 31, 2016, respectively		156,356		226,101
Limited Partners, 13,762.6535 and 16,282.1835 Redeemable Units outstanding at June 30, 2017 and December 31, 2016, respectively		14,771,646		19,623,595

Total partners’ capital (net asset value)		14,928,002		19,849,696

Total liabilities and partners’ capital	$	15,462,198	$	20,373,937

Net asset value per Redeemable Unit	$	1,073.31	$	1,205.22

	March 31, 2017		December 31, 2016
Assets:
Investment in the Funds (1), at fair value	$	18,292,605	$	20,321,727
Cash at MS&Co.		74,948		51,993
Cash at bank		1,022		217
Total assets	$	18,368,575	$	20,373,937
Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Ongoing selling agent fees	$	30,614	$	33,957
General Partner fees		13,696		15,214
Management fees		20,582		22,607
Professional fees		76,895		55,245
Redemptions payable to General Partner		-		10,000
Redemptions payable to Limited Partners		758,565		387,218
Total liabilities		900,352		524,241
Partners’ Capital:
General Partner, 187.6019 Redeemable Units outstanding atMarch 31, 2017 and December 31, 2016		217,256		226,101
Limited Partners, 14,896.2725 and 16,282.1835 Redeemable Units outstanding at March 31, 2017 and December 31, 2016, respectively		17,250,967		19,623,595
Total partners’ capital (net asset value)		17,468,223		19,849,696
Total liabilities and partners’ capital	$	18,368,575	$	20,373,937
Net asset value per Redeemable Unit	$	1,158.07	$	1,205.22

⁽¹⁾	Defined in Note 1.

See accompanying notes to financial statements.

Diversified 2000 Futures Fund L.P.

Schedule of Investments

~~March~~June 3130, 2017

(Unaudited)

Investment in the Funds	Fair Value		% of Partners’ Capital
CMF Aspect Master Fund L.P.	$	6,~~589~~108,~~387~~479		3740.7392	%
CMF Graham Capital Master Fund L.P.		65,~~394~~313,~~171~~834		3635.60
PGR Master Fund L.P.		53,~~309~~973,~~047~~137		3026.3962
Total investment in the Funds	$	1815,~~292~~395,~~605~~450		~~104~~103.7214	%

See accompanying notes to financial statements.

Diversified 2000 Futures Fund L.P.

Schedule of Investments

December 31, 2016

Investment in the Funds	Fair Value		% of Partners’ Capital
CMF Aspect Master Fund L.P.	$	7,427,128		37.42	%
CMF Graham Capital Master Fund L.P.		6,658,182		33.54
PGR Master Fund L.P.		6,236,417		31.42
Total investment in the Funds	$	20,321,727		102.38	%

See accompanying notes to financial statements.

Diversified 2000 Futures Fund L.P.

Statements of Income and Expenses and Changes in Partners’ Capital

(Unaudited)

	Three Months Ended March 31,
	Three Months EndedJune 30,				Six Months EndedJune 30,
	2017		2016		2017		2016
Investment Income:
Interest income allocated from the Funds	$	1924,~~540~~813	$	1210,~~385~~895	$	44,353	$	23,280
Expenses:
Expenses allocated from the Funds		3031,~~252~~241		2831,~~997~~629		61,493		60,626
Ongoing selling agent fees		9582,~~502~~703		~~146~~130,~~251~~435		178,205		276,686
General Partner fees		4237,~~750~~000		6558,~~521~~430		79,750		123,951
Management fees		6455,~~213~~840		9787,~~809~~446		120,053		185,255
Incentive fees		-		(17,957)		-		-
Professional fees		3635,~~696~~860		4241,~~948~~915		72,556		84,863
Total expenses		~~269~~242,~~413~~644		~~399~~331,~~483~~898		512,057		731,381
Net investment loss		(~~249~~217,~~873~~831)		(~~387~~321,~~098~~003)		(467,704)		(708,101)
Trading Results:
Net gains (losses) on investment in the Funds:
Net realized gains (losses) on closed contracts allocated from the Funds		(24535,~~978~~010)		~~485~~(1,~~039~~391,072)		(559,988)		(906,033)
Net change in unrealized gains (losses) on open contracts allocated from the Funds		(~~480~~481,~~340~~100)		~~(284~~1,~~379)~~297,182		(961,440)		1,012,803
Total trading results		(~~505~~1,~~318~~016,110)		~~200~~(93,~~660~~890)		(1,521,428)		106,770
Net income (loss)		(~~755~~1,~~191~~233,941)		(~~186~~414,~~438~~893)		(1,989,132)		(601,331)
Redemptions - Limited Partners		(1,626,282)		(670,166)
Redemptions - General Partner		(45,000)		-		(45,000)		-
Net increase (decrease) in Partners’ Capital		(2,381,473)		(856,604)
Redemptions - Limited Partners		(1,261,280)		(1,183,814)		(2,887,562)		(1,853,980)
Partners’ Capital, beginning of period		19,849,696		28,423,445
Net increase (decrease) in Partners’ Capital		(2,540,221)		(1,598,707)		(4,921,694)		(2,455,311)
Partners’ Capital, end of period	$	17,468,223	$	27,566,841
Partners’ Capital, beginning of period		17,468,223		27,566,841		19,849,696		28,423,445
Net asset value per Redeemable Unit (15,083.8744 and 20,000.5684 Redeemable Units outstanding at March 31, 2017 and 2016, respectively)	$	1,158.07	$	1,378.30
Partners’ Capital, end of period	$	14,928,002	$	25,968,134	$	14,928,002	$	25,968,134
Net income (loss) per Redeemable Unit *	$	(47.15)	$	(9.79)
Net asset value per Redeemable Unit (13,908.3294 and 19,100.7914 Redeemable Units outstanding at June 30, 2017 and 2016, respectively)	$	1,073.31	$	1,359.53	$	1,073.31	$	1,359.53
Weighted average Redeemable Units outstanding		16,112.1534		20,362.1921
Net income (loss) per Redeemable Unit *	$	(84.76)	$	(18.77)	$	(131.91)	$	(28.56)
Weighted average Redeemable Units outstanding		14,748.5387		19,723.0324		15,430.3461		20,042.6122

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

See accompanying notes to financial statements.

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

1.	Organization:

Diversified 2000 Futures Fund L.P. (the “Partnership”) is a limited partnership organized under the partnership laws of the State of New York on August 25, 1999 to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures, option, swap and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, livestock, lumber, metals and softs. The commodity interests that are indirectly traded by the Partnership, through its investment in the Funds (as defined below), are volatile and involve a high degree of market risk. The General Partner (as defined below) may also determine to invest up to all of the Partnership’s assets (directly or indirectly through its investment in the Funds) 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.

Between January 31, 2000 (commencement of the initial offering period) and May 30, 2000, 16,045 redeemable units of limited partnership interest (“Redeemable Units”) and 162 General Partner Redeemable Units were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until May 31, 2000, at which time they were turned over to the Partnership for trading. The Partnership was authorized to sell 150,000 Redeemable Units during its initial offering period. As of November 25, 2002, the Partnership was authorized to sell an additional 40,000 Redeemable Units. The Partnership no longer offers Redeemable Units for sale.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. As of January 1, 2017, the General Partner became a wholly-owned subsidiary of Morgan Stanley Domestic Holdings, Inc. (“MSD Holdings”). MSD Holdings 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. Prior to January 1, 2017, the General Partner was a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC.

All trading decisions for the Partnership are made by Aspect Capital Limited (“Aspect”), Graham Capital Management L.P. (“Graham”) and PGR Capital LLP (“PGR”) (each, an “Advisor”, and collectively, the “Advisors”), each of which is a registered commodity trading advisor. Each Advisor is allocated a portion of the Partnership’s assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors indirectly through investments in the Funds.

During the reporting periods ended ~~March~~June 3130, 2017 and 2016, the Partnership’s/Funds’ commodity broker was Morgan Stanley & Co. LLC (“MS&Co.”), a registered futures commission merchant. The Partnership/Funds also deposit a portion of their cash in non-trading accounts at JPMorgan Chase Bank, N.A. (“JPMorgan”).

CMF Graham Capital Master Fund L.P. (“Graham Master”), CMF Aspect Master Fund L.P. (“Aspect Master”) and PGR Master Fund L.P. (“PGR Master”, and together with Graham Master and Aspect Master, the “Funds”) have entered into futures brokerage account agreements with MS&Co. The Partnership has also entered into a futures brokerage account agreement with MS&Co. Graham Master and Aspect Master have also entered into a foreign exchange brokerage account agreement with MS&Co. The Partnership, through its investments in the Funds, 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, clearing, user, give-up, floor brokerage and National Futures Association fees (collectively, the “clearing fees”).

The Partnership has also entered into a selling agreement with Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) (“Morgan Stanley Wealth Management”) (as amended, the “Selling Agreement”). Pursuant to the Selling Agreement, Morgan Stanley Wealth Management receives a monthly ongoing selling agent fee equal to 2.0% per year of the Partnership’s adjusted month-end net assets. 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 Redeemable Units in the Partnership.

In July 2015, the General Partner 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. The cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

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

The accompanying 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~~June 3130, 2017, and the results of its operations and changes in partners’ capital for the three and six months ended ~~March~~June 3130, 2017 and 2016. These financial statements present the results of interim periods and do not include all of the disclosures normally provided in annual financial statements. These financial statements should be read together with the 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, 2016. The December 31, 2016 information has been derived from the audited financial statements as of and for the year ended December 31, 2016.

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 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 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 shall be liable for obligations of the Partnership in excess of its capital contributions and profits, if any, or 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 Statements of Income and Expenses and Changes in Partners’ Capital is included herein, and as of and for the periods ended ~~March~~June 3130, 2017 and 2016, the Partnership carried no debt and substantially all of the Partnership’s investments were carried at fair value and classified as Level 1 and Level 2 measurements.

Partnership’s Investment. The Partnership carries its investment in the Funds, other than its investment in PGR Master, based on the Fund’s net asset value per Redeemable Unit as calculated by the Funds. The Partnership carries its investment or redemptions and losses, if any, in PGR Master based on the Partnership’s (1) net contribution to PGR Master and (2) its allocated share of the undistributed profits and losses, including realized gains (losses) and net change in unrealized gains (losses), of PGR Master.

Funds’ Investments. All commodity interests of the Partnership/Funds, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on the trade date and open contracts are recorded at fair value (as described in Note 5, “Fair Value Measurements”) at the measurement date. Investments in commodity 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. Unrealized gains or losses on open contracts are included as a component of equity in trading account in the Funds’ Statements of Financial Condition. Net realized gains or losses and net change in unrealized gains or losses are reported in the Partnership/Funds’ Statements of Income and Expenses and Changes in Partners’ Capital. The 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 from changes in market prices of investments held. Such fluctuations are included in total trading results in the Funds’ Statements of Income and Expenses and Changes in Partners’ Capital.

Income Taxes. Income taxes have not been listed 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 Partnership’s 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 Statements of Income and Expenses and Changes in Partners’ Capital in the period in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no 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 2013 through 2016 tax years remain subject to examination by U.S. federal and most state tax authorities.

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

Investment Company Status. Effective January 1, 2014, the Partnership adopted Accounting Standards Update 2013-08 “Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” and based on the General Partner’s assessment, the Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Topic 946 and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Statements of Income and Expenses and Changes in Partners’ Capital.

Net Income (Loss) per Redeemable Unit. Net income (loss) per Redeemable 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, 2016.

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

3.	Financial Highlights:

Financial highlights for the limited partner class as a whole for the three and six months ended ~~March~~June 3130, 2017 and 2016 were as follows:

	Three Months Ended March 31,
	Three Months EndedJune 30,						Six Months EndedJune 30,
Per Redeemable Unit Performance (for a unit outstanding throughout the period):*	2017			2016
	2017			2016			2017			2016
Net realized and unrealized gains (losses)	$	(31.64)		$	9.13
Per Redeemable Unit Performance (for a unit outstanding throughout the period):*
Net investment loss		(15.51)			(18.92)
Net realized and unrealized gains (losses)	$	(69.99)		$	(2.49)		$	(101.60)		$	6.77
Increase (decrease) for the period		(47.15)			(9.79)
Net investment loss		(14.77)			(16.28)			(30.31)			(35.33)
Net asset value per Redeemable Unit, beginning of period		1,205.22			1,388.09
Increase (decrease) for the period		(84.76)			(18.77)			(131.91)			(28.56)
Net asset value per Redeemable Unit, end of period	$	1,158.07		$	1,378.30
Net asset value per Redeemable Unit, beginning of period		1,158.07			1,378.30			1,205.22			1,388.09
	Three Months EndedMarch 31,
Net asset value per Redeemable Unit, end of period	$	1,073.31		$	1,359.53		$	1,073.31		$	1,359.53
	2017			2016
	Three Months EndedJune 30,						Six Months EndedJune 30,
Ratios to Average Limited Partners’ Capital:**
	2017			2016			2017			2016
Net investment loss***		(5.4)	%		(5.3)	%
Ratios to Average Limited Partners’ Capital:**
Operating expenses		5.8	%		5.4	%
Net investment loss***		(5.3)	%		(5.2)	%		(5.4)	%		(5.2)	%
Incentive fees		-	%		0.1	%
Operating expenses		5.9	%		5.4	%		5.9	%		5.4	%
Total expenses		5.8	%		5.5	%
Incentive fees		-	%		(0.1)	%		-	%		-	%
Total return:
Total expenses		5.9	%		5.3	%		5.9	%		5.4	%
Total return before incentive fees		(3.9)	%		(0.6)	%
Total return:
Incentive fees		-	%		(0.1)	%
Total return before incentive fees		(7.3)	%		(1.4)	%		(10.9)	%		(2.1)	%
Total return after incentive fees		(3.9)	%		(0.7)	%
Incentive fees		-	%		0.1	%		-	%		-	%
Total return after incentive fees		(7.3)	%		(1.3)	%		(10.9)	%		(2.1)	%

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

**	Annualized (other than 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 ~~includes~~include the income and expenses allocated from the Funds.

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

4.	Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity interests. The Partnership invests substantially all of its assets through a “master/feeder” structure. The Partnership’s pro-rata share of the results of the Funds’ trading activities are shown in the Statements of Income and Expenses and Changes in Partners’ Capital.

The futures brokerage account agreements with MS&Co. give the Partnership and the Funds the legal right to net unrealized gains and losses on open futures and open forward contracts in the Statements of Financial Condition. The Funds net, for financial reporting purposes, the unrealized gains and losses on open futures and open forward contracts in the Statements of Financial Condition as the criteria under ASC 210-20, “Balance Sheet,” have been met.

All of the commodity interests owned by the Funds are held for trading purposes.

Trading and transaction fees are based on the number of trades executed by the Advisors for the Funds and the Partnership’s percentage ownership of the Funds. All clearing fees paid to MS&Co. are borne by the Funds and allocated to the limited partners, including the Partnership.

5.	Fair Value Measurements:

Funds’ Fair Value Measurements. Fair value is defined as the ~~price~~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, 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-traded foreign currency option contracts is calculated by applying the 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.

The Funds consider prices for exchange-traded commodity futures, forward, swap and option contracts to be based on unadjusted quoted prices in active markets for identical assets and liabilities (Level 1). The values of U.S. Treasury bills, non-exchange-traded forward, swap and certain option contracts for which market quotations are not readily available, are priced by ~~broker~~ ~~quotes or~~ pricing services that derive fair values for those assets and liabilities from observable inputs (Level 2). As of ~~March~~June 3130, 2017 and December 31, 2016, and for the periods ended ~~March~~June 3130, 2017 and 2016, the Funds did not hold any derivative instruments that were priced at fair value using unobservable inputs through the application of the General Partner’s assumptions and internal valuation pricing models (Level 3). Transfers between levels are considered at the end of the reporting period. During the reporting periods, there were no transfers of assets or liabilities between Level 1 and Level 2.

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

6.	Investment in the Funds:

On March 1, 2005, the assets allocated to Aspect for trading were invested in Aspect Master, a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 43,434.9465 units of Aspect Master with cash equal to $40,490,895, and a contribution of open commodity futures and forward contracts with a fair value of $2,944,052. Aspect Master permits accounts managed by Aspect using its Diversified Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Aspect Master. Individual and pooled accounts currently managed by Aspect, including the Partnership, are permitted to be limited partners of Aspect Master. The General Partner and Aspect believe that trading through this structure should promote efficiency and economy in the trading process.

On April 1, 2006, the assets allocated to Graham for trading were invested in Graham Master, a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 41,952.2380 units of Graham Master with cash equal to $41,952,238. Graham Master permits accounts managed by Graham using its ~~K4D —~~K4 D-15V program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of Graham Master. Individual and pooled accounts currently managed by Graham, including the Partnership, are permitted to be limited partners of Graham Master. The General Partner and Graham believe that trading through this structure should promote efficiency and economy in the trading process.

On November 1, 2010, the assets allocated to PGR for trading were invested in PGR Master, a limited partnership organized under the partnership laws of the State of Delaware. The Partnership invested in PGR Master with cash equal to $5,000,000. PGR Master permits accounts managed by PGR using its Mayfair Program, a proprietary, systematic trading system, to invest together in one trading vehicle. The General Partner is also the general partner of PGR Master. Individual and pooled accounts currently managed by PGR, including the Partnership, are permitted to be limited partners of PGR Master. The General Partner and PGR believe that trading through this structure should promote efficiency and economy in the trading process.

The General Partner is not aware of any material changes to any of the trading programs discussed above during the fiscal quarter ended ~~March~~June 3130, 2017.

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

Generally, a limited partner in the Funds withdraws all or part of its capital contribution and undistributed profits, if any, from the Funds as of the end of any month (the “Redemption Date”) after a request has been made to the General Partner 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 Funds. However, a limited partner may request a withdrawal as of the end of any day if such request is received by the General Partner at least three days in advance of the proposed withdrawal day.

Management fees, General Partner fees, ongoing selling agent fees and incentive fees are charged at the Partnership level. All clearing fees are borne by the Funds and allocated to the Funds’ limited partners, including the Partnership. Professional fees are borne by the Funds and allocated to the Partnership, and also charged directly at the Partnership level.

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

At ~~March~~June 3130, 2017, the Partnership owned approximately 1415.64% of Aspect Master, 2224.59% of Graham Master, and 3736.29% of PGR Master. As of December 31, 2016, the Partnership owned approximately 13.8% of Aspect Master, 20.2% of Graham Master and 35.3% of PGR Master. It is the Partnership’s intention to continue to ~~invest~~ invest in the Funds. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same as they would be if the Partnership traded ~~directly~~ directly and ~~the~~ redemption rights are not affected.

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

March 31, 2017

June 30, 2017

Total Assets

Total Liabilities

Total Partners’ Capital

Aspect Master

4540,~~531~~801,~~294~~392

~~487~~1,~~481~~233,449

4539,~~043~~567,~~813~~943

Graham Master

2922,~~026~~708,~~562~~569

~~670~~1,~~044~~363,808

2821,~~356~~344,~~518~~761

PGR Master

1411,~~508~~448,~~474~~375

~~246~~680,~~115~~663

1410,~~262~~767,~~359~~712

December 31, 2016

Total Assets

Total Liabilities

Total Partners’Capital

Aspect Master

53,867,283

237,915

53,629,368

Graham Master

32,989,339

23,229

32,966,110

PGR Master

17,707,393

50,073

17,657,320

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

	For the three months ended March 31, 2017
	Net Investment Income (Loss)		Total Trading Results		Net Income (Loss)
Aspect Master	$	8,991	$	(803,907)	$	(794,916)
Graham Master		(319)		325,467		325,148
PGR Master		(10,594)		(1,218,364)		(1,228,958)
	For the three months ended March 31, 2016
	Net InvestmentIncome (Loss)		Total TradingResults		Net Income(Loss)
Aspect Master	$	(24,823)	$	1,461,750	$	1,436,927
Graham Master		(27,377)		(1,593,933)		(1,621,310)
PGR Master		(551)		694,663		694,112

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

Summarized information reflecting the ~~Partnership’s~~net investment inincome ~~and~~(loss), total ~~the~~trading ~~Partnership’s~~results ~~pro-rata~~and ~~share~~net ofincome ~~the~~(loss) ~~results~~ of ~~operations of~~ the Funds is shown in the following tables:

	March 31, 2017				For the three months ended March 31, 2017
	For the three months ended June 30, 2017
	% of Partners’ Capital		FairValue		Income (Loss)		Expenses				Net Income (Loss)
	Net InvestmentIncome (Loss)		Total TradingResults		Net Income(Loss)
Funds							Clearing Fees		ProfessionalFees				InvestmentObjective		RedemptionsPermitted
Aspect Master	$	23,666	$	(1,848,627)	$	(1,824,961)
Aspect Master		37.73%	$	6,589,387	$	(107,338)	$	3,852	$	2,345	$	(113,535)		Commodity Portfolio		Monthly
Graham Master		7,285		(1,174,536)		(1,167,251)
Graham Master		36.60%		6,394,171		67,314		3,674		3,438		60,202		Commodity Portfolio		Monthly
PGR Master		(9,619)		(1,196,807)		(1,206,426)
PGR Master		30.39%		5,309,047		(445,754)		11,437		5,506		(462,697)		Commodity Portfolio		Monthly
	For the six months ended June 30, 2017
Total			$	18,292,605	$	(485,778)	$	18,963	$	11,289	$	(516,030)
	Net InvestmentIncome (Loss)		Total TradingResults		Net Income(Loss)
	December 31, 2016				For the three months ended March 31, 2016
Aspect Master	$	32,657	$	(2,652,534)	$	(2,619,877)
	% ofPartners’Capital		FairValue		Income(Loss)		Expenses				NetIncome(Loss)
Graham Master		6,966		(849,069)		(842,103)
Funds							ClearingFees		ProfessionalFees				InvestmentObjective		RedemptionsPermitted
PGR Master		(20,213)		(2,415,171)		(2,435,384)
Aspect Master		37.42%	$	7,427,128	$	190,276	$	4,835	$	3,351	$	182,090		Commodity Portfolio		Monthly
	For the three months ended June 30, 2016
Graham Master		33.54%		6,658,182		(336,422)		5,146		4,198		(345,766)		Commodity Portfolio		Monthly
	Net InvestmentIncome (Loss)		Total TradingResults		Net Income(Loss)
PGR Master		31.42%		6,236,417		359,191		2,872		8,595		347,724		Commodity Portfolio		Monthly
Aspect Master	$	(29,293)	$	(934,276)	$	(963,569)
Total			$	20,321,727	$	213,045	$	12,853	$	16,144	$	184,048
Graham Master		(24,319)		1,248,149		1,223,830
PGR Master		(6,319)		(373,294)		(379,613)
	For the six months ended June 30, 2016
	Net InvestmentIncome (Loss)		Total TradingResults		Net Income(Loss)
Aspect Master	$	(54,116)	$	527,474	$	473,358
Graham Master		(51,696)		(345,784)		(397,480)
PGR Master		(6,870)		321,369		314,499

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

Summarized information reflecting the Partnership’s investment in and the Partnership’s pro-rata share of the results of operations of the Funds is shown in the following tables:


	June 30, 2017				For the three months ended June 30, 2017
							Expenses
Funds	% of Partners’ Capital		Fair Value		Income (Loss)		Clearing Fees		Professional Fees		Net Income (Loss)		Investment Objective		Redemptions Permitted
Aspect Master		40.92%	$	6,108,479	$	(272,047)	$	4,156	$	2,397	$	(278,600)		Commodity Portfolio		Monthly
Graham Master		35.60%		5,313,834		(284,361)		3,720		3,800		(291,881)		Commodity Portfolio		Monthly
PGR Master		26.62%		3,973,137		(434,889)		11,652		5,516		(452,057)		Commodity Portfolio		Monthly

Total			$	15,395,450	$	(991,297)	$	19,528	$	11,713	$	(1,022,538)


	June 30, 2017				For the six months ended June 30, 2017
							Expenses
Funds	% of Partners’ Capital		Fair Value		Income (Loss)		Clearing Fees		Professional Fees		Net Income (Loss)		Investment Objective		Redemptions Permitted
Aspect Master		40.92%	$	6,108,479	$	(379,385)	$	8,008	$	4,742	$	(392,135)		Commodity Portfolio		Monthly
Graham Master		35.60%		5,313,834		(217,047)		7,394		7,238		(231,679)		Commodity Portfolio		Monthly
PGR Master		26.62%		3,973,137		(880,643)		23,089		11,022		(914,754)		Commodity Portfolio		Monthly

Total			$	15,395,450	$	(1,477,075)	$	38,491	$	23,002	$	(1,538,568)


	December 31, 2016				For the three months ended June 30, 2016
							Expenses
Funds	% of Partners’ Capital		Fair Value		Income (Loss)		Clearing Fees		Professional Fees		Net Income (Loss)		Investment Objective		Redemptions Permitted
Aspect Master		37.42%	$	7,427,128	$	(159,954)	$	4,882	$	3,271	$	(168,107)		Commodity Portfolio		Monthly
Graham Master		33.54%		6,658,182		226,274		5,087		4,134		217,053		Commodity Portfolio		Monthly
PGR Master		31.42%		6,236,417		(149,315)		5,866		8,389		(163,570)		Commodity Portfolio		Monthly

Total			$	20,321,727	$	(82,995)	$	15,835	$	15,794	$	(114,624)


	December 31, 2016				For the six months ended June 30, 2016
							Expenses
Funds	% of Partners’ Capital		Fair Value		Income (Loss)		Clearing Fees		Professional Fees		Net Income (Loss)		Investment Objective		Redemptions Permitted
Aspect Master		37.42%	$	7,427,128	$	30,322	$	9,717	$	6,622	$	13,983		Commodity Portfolio		Monthly
Graham Master		33.54%		6,658,182		(110,148)		10,233		8,332		(128,713)		Commodity Portfolio		Monthly
PGR Master		31.42%		6,236,417		209,876		8,738		16,984		184,154		Commodity Portfolio		Monthly

Total			$	20,321,727	$	130,050	$	28,688	$	31,938	$	69,424

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

7.	Financial Instrument Risks:

In the normal course of business, the Partnership, indirectly through its investments in the Funds, is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, swaps and options, 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 over-the-counter (“OTC”). Exchange-traded instruments include futures and certain standardized forward, swap and option contracts. 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. The General Partner estimates that at any given time approximately 2227.86% to 3146.41% of the Funds’ contracts are traded OTC.

Futures Contracts. The Funds trade futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or the delivery quantity is something where physical delivery cannot occur (such as the S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded. Net realized gains (losses) and net change in unrealized gains (losses) on futures contracts are included in the Funds’ Statements of Income and Expenses and Changes in Partners’ Capital.

Forward Foreign Currency Contracts. Forward foreign currency contracts are those contracts where the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed-upon future date. Forward foreign currency contracts are valued daily, and the Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Funds’ Statements of Financial Condition. Net realized gains (losses) and net change in unrealized gains (losses) on forward foreign currency contracts are recognized in the period in which the contract is closed or the changes occur, respectively, and are included in the Funds’ Statements of Income and Expenses and Changes in Partners’ Capital.

London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of aluminum, copper, lead, nickel, tin or zinc. LME contracts traded by the Funds are cash settled based on prompt dates published by the LME. Variation margin may be made or received by the Funds each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Funds. A contract is considered offset when all long positions have been matched with a like number of short positions settling on the same prompt date. When the contract is closed at the prompt date, the Funds record a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME. Net realized gains (losses) and net change in unrealized gains (losses) on metal contracts are included in the Funds’ Statements of Income and Expenses and Changes in Partners’ Capital.

1314

Diversified 2000 Futures Fund L.P.

Notes to Financial Statements

(Unaudited)

Market risk is the potential for changes in the value of the financial instruments traded by the 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/Funds are exposed to a 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 a 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, is the sole counterparty or broker 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 General Partner monitors and attempts to ~~control~~mitigate the Partnership’s/Funds’ 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/Funds 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 futures, forward and option contracts by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these financial instruments mature within one year of the inception date. However, due to the nature of the Funds’ business, these instruments may not be held to maturity.

The risk to the limited partners that have purchased Redeemable Units in the Partnership is limited to the amount of their share of the Partnership’s net assets and undistributed profits. This limited liability is a result of the organization of the Partnership as a limited partnership under New York law.

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

8.	Subsequent Events:

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

14Effective July 12, 2017 Aspect Master and Graham Master each entered into certain agreements with JPMorgan in connection with trading in forward foreign currency contracts on behalf of the referenced master funds 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 each FX Agreement, JPMorgan will charge a fee on the aggregate foreign currency transactions entered into on behalf of the respective Fund during a month.

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 only assets are its investment in the Funds, cash at MS&Co. and cash at bank. 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. While substantial losses could lead to a material decrease in liquidity, no such illiquidity occurred in the ~~first~~second quarter of 2017.

The Funds’ investment in futures, forwards and options may, from time to time, be illiquid. Most U.S. futures exchanges limit fluctuations in prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Trades may not be executed at prices beyond the daily limit. If the price for a particular futures or option contract has increased or decreased by an amount equal to the daily limit, positions in that futures or option contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. These market conditions could prevent the Funds 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 Funds from trading in potentially profitable markets or prevent the Funds from promptly liquidating unfavorable positions in such markets, subjecting it to substantial losses. Either of these market conditions could result in restrictions on redemptions. For the periods covered by this report, illiquidity has not materially affected the Partnership’s assets.

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

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

For the ~~three~~six months ended ~~March~~June 3130, 2017, Partnership capital decreased 1224.08% from $19,849,696 to $1714,~~468~~928,~~223~~002. This ~~decrease~~ decrease was attributable to a net loss of $~~755~~1,~~191~~989,132, coupled with redemptions of 12,~~385~~519.~~9110~~5300 limited partner Redeemable Units totaling $12,~~626~~887,~~282~~562 and redemptions of 41.9260 General Partner Redeemable Units totaling $45,000. Future redemptions can impact the amount of funds available for investment in the Funds in subsequent months.

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 expenses during the reporting period. The General Partner believes that the estimates and assumptions utilized in preparing the financial statements are reasonable. As a result, 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~~Financial ~~statements~~Statements.

The Partnership/Funds record all investments at fair value in their 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 Statements of Income and Expenses and Changes in Partners’ Capital.

Results of Operations

During the Partnership’s first quarter of 2017, the Partnership’s net asset value per Redeemable Unit decreased 3.9% from $1,205.22 to $1,158.07 as compared to a decrease of 0.7% in the first quarter of 2016. The Partnership experienced a net trading loss before fees and expenses in the first quarter of 2017 of $505,318. Losses were primarily attributable to the Fund’s trading in currencies, energy, grains, U.S. and non-U.S. interest rates, metals and softs and were partially offset by gains in livestock and indices. The Partnership experienced a net trading gain before fees and expenses in the first quarter of 2016 of $200,660. Gains were primarily attributable to the Fund’s trading in energy, grains and non-U.S. interest rates and were partially offset by losses in currencies, U.S. interest rates, livestock, indices, metals and softs.

Results of Operations

During the Partnership’s second quarter of 2017, the Partnership’s net asset value per Redeemable Unit decreased 7.3% from $1,158.07 to $1,073.31 as compared to a decrease of 1.4% in the second quarter of 2016. The Partnership experienced a net trading loss before fees and expenses in the second quarter of 2017 of $1,016,110. Losses were primarily attributable to the Fund’s trading in currencies, energy, grains, U.S. and non-U.S. interest rates and metals and were partially offset by gains in livestock, softs and indices. The Partnership experienced a net trading loss before fees and expenses in the second quarter of 2016 of $93,890. Losses were primarily attributable to the Fund’s trading in energy, livestock and indices and were partially offset by gains in currencies, grains, U.S. and non-U.S. interest rates, metals and softs.

The most significant losses were incurred within the global interest rate markets during June from long positions in European, U.S., British, Canadian, and Australian fixed income futures as hawkish comments from European Central Bank President Mario Draghi sparked a sell-off in global bonds. During April, further losses were experienced from short positions in U.S. fixed income futures as prices moved higher amid increased demand as political turmoil surrounding the Trump administration swirled throughout the month. Within the currency sector, losses were recorded during May from short positions in the Japanese yen, Swiss franc, and euro versus the U.S. dollar as the value of the U.S. currency weakened amid the debate surrounding the Trump Administration’s alleged ties to Russia. Additional losses within the currency sector were recorded during April from short positions in the British pound versus the U.S. dollar as the relative value of the pound rallied in response to U.K. Prime Minister Theresa May calling for a snap general election in June. Within the metals markets, losses were incurred during April and May from short positions in silver and gold futures as prices rose as a weakening U.S. dollar spurred demand for precious metals. Losses within the energy sector were experienced during April, May and June from positions in crude oil and its related products. A portion of the Partnership’s losses for the second quarter was offset by gains achieved within the global stock index sector during April and May from long positions in U.S., European, and Asian equity index futures as priced surged to record levels in many markets, buoyed by increased consumer confidence. Within the agricultural sector, gains were recorded during April from short positions in cocoa futures as prices plunged lower on news that bumper crops in Africa will add to the growing global supply glut. Additional gains within the agricultural markets during April were experienced from long positions in cattle futures as prices spiked significantly higher. During May, gains within the agricultural complex were experienced due to short positions in soybean and soybean meal futures as prices declined after industry reports indicated U.S. bean exports could rise dramatically in 2017.

During the Partnership’s six months ended June 30, 2017, the Partnership’s net asset value per Redeemable Unit decreased 10.9% from $1,205.22 to $1,073.31 as compared to a decrease of 2.1% during the six months ended June 30, 2016. The Partnership experienced a net trading loss before fees and expenses for the six months ended June 30, 2017 of $1,521,428. Losses were primarily attributable to the Fund’s trading in currencies, energy, grains, U.S. and non-U.S. interest rates and metals and were partially offset by gains in livestock, softs and indices. The Partnership experienced a net trading gain before fees and expenses for the six months ended June 30, 2016 of $106,770. Gains were primarily attributable to the Fund’s trading in grains and U.S. and non-U.S. interest rates and were partially offset by losses in currencies, energy, livestock, metals, softs and indices.

The most significant losses were incurred within the energy markets during January, February and March from long positions in crude oil and its related products as prices fell amid growing global stockpiles fueled by increasing U.S. oil output. Additional losses within the energy complex were experienced during January and March from positions in natural gas futures. Losses within the global interest rate markets were recorded during June from long positions in European, U.S., British, Canadian, and Australian fixed income futures as hawkish comments from European Central Bank President Mario Draghi sparked a sell-off in global bonds. Further losses in this sector were recorded during January and March from long positions in European and U.S. fixed income futures as prices declined amid speculation of growing hawkish sentiment from central banks across the globe. Within the currency markets, losses were recorded during May from short positions in the Japanese yen, Swiss franc, and euro versus the U.S. dollar as the value of the U.S. currency weakened amid the debate surrounding the Trump Administration’s alleged ties to Russia. During January and March, losses within the currency markets were experienced due to short positions in the euro, British pound, and Japanese yen versus the U.S. dollar as the relative value of the dollar depreciated following comments from the U.S. Federal Reserve which caused investors to revise expectations for further interest rate hikes in 2017. Further losses were incurred during April and May within the metals sector from short positions in silver and gold futures as prices rose as a weakening U.S. dollar spurred demand for precious metals. Losses were also recorded from long positions in gold and silver futures during March. A portion of the Partnership’s losses during the first six months of the year was offset by gains achieved during February, March, April and May from long positions in U.S., European, and Asian equity index futures as prices were buoyed by positive economic sentiment across the globe. Positive sentiment also fueled gains for long positions in U.S. and Asian equity index futures during January and March. Within the agricultural markets, gains were recorded primarily during April from long positions in cattle futures as prices spiked significantly higher. Additional gains within the agricultural complex during April were experienced due to positions in cocoa futures. During May, gains within the agricultural complex were experienced due to short positions in soybean and soybean meal futures as prices declined after industry reports indicated U.S. bean exports could rise dramatically in 2017.

Commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility of profit. The profitability of the Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Funds expect to increase capital through operations.

Interest income is earned on 80% of the average daily equity maintained in cash in the Partnership’s (or the Partnership’s allocable portion of a Fund’s) brokerage account during each month was earned at the rate equal to the monthly average of the 4-week U.S. Treasury bill discount rate. Any interest earned on U.S. Treasury bills and money market mutual fund securities will be retained by the Partnership and/or the Funds, as applicable. All interest income 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. Interest income for the three and six months ended ~~March~~June 3130, 2017 increased by $713,~~155~~918 and $21,073, respectively, as compared to the corresponding periods ~~period~~ in 2016. The increase in interest income is primarily due to higher 4-week U.S. Treasury bill discount rates during the three and six months ended ~~March~~June 3130, 2017 as compared to the corresponding periods ~~period~~ in 2016. The amount of interest income earned by the Partnership/Funds 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.

Ongoing selling agent fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Ongoing selling agent fees for the three and six months ended ~~March~~June 3130, 2017 decreased by $5047,~~749~~732 and $98,481, respectively, as compared to the corresponding ~~period~~periods in 2016. The decrease in ongoing selling agent fees is primarily due to lower average net assets during the three and six months ended ~~March~~ June 3130, 2017 as compared to the corresponding ~~period~~periods in 2016.

General Partner fees are paid to the General Partner for administering the business and affairs of the Partnership including, among other things, (i) selecting, appointing and terminating the Partnership’s commodity trading advisors and (ii) monitoring the activities of the commodity trading advisors. These fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance 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 six months ended ~~March~~June 3130, 2017 decreased by $2221,~~771~~430 and $44,201, respectively, as compared to the corresponding ~~period~~periods in 2016. The decrease in General Partner fees is due to lower average net assets during the three and six months ended ~~March~~June 3130, 2017 as compared to the corresponding ~~period~~periods in 2016.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance and redemptions. Accordingly, they must be compared in relation to the fluctuations in the monthly net asset values. Management fees for the three and six months ended ~~March~~June 3130, 2017 decreased by $3331,~~596~~606 and $65,202, respectively, as compared to the corresponding ~~period~~periods in 2016. The decrease in management fees is due to lower average net assets during the three and six months ended ~~March~~ June 3130, 2017 as compared to the corresponding ~~period~~periods in 2016.

Incentive fees are based on the new trading profits generated by each Advisor as defined in the management agreements among the Partnership, the General Partner and each Advisor and are payable annually. ~~Trading~~There ~~performance~~were no incentive fees accrued for the three months ended ~~March~~June 3130, 2017. ~~and~~Trading ~~2016~~performance for the three months ended June 30, 2016 resulted in a reversal of an incentive fee accrual of $~~0 and $~~17,957. There were no incentive fees accrued for the six months ended June 30, ~~respectively~~2017 and 2016. 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 by the Advisor and earns additional new trading profits for the Partnership.

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

As of ~~March~~June 3130, 2017 and ~~December~~March 31, ~~2016~~2017, the Partnership’s assets were allocated among the trading Advisors in the following approximate percentages:

Advisor	~~March~~June 3130, 2017		~~December~~March 31, ~~2016~~2017
Aspect	$ 65,~~559~~873,~~320~~660	38 39%	$ 76,~~393~~559,~~416~~320	37 38%
Graham	$ 5,~~999~~302,~~568~~802	34 36%	$ 65,~~641~~999,~~240~~568	34 %
PGR	$ 43,~~909~~751,~~335~~540	28 25%	$ 54,~~815~~909,~~040~~335	29 28%

1718

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

The Partnership/Funds are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and all or substantially all of the Partnership’s/Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Funds’ main line of business.

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

Market movements result in frequent changes in the fair market value of the Partnership’s/Funds’ open positions and, consequently, in their earnings and cash balances. The Partnership’s/Funds’ market risks are influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects of the Funds’ open positions and the liquidity of the markets in which they trade.

The Partnership/Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s/Funds’ past performance is not necessarily indicative of their future results.

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

The following quantitative disclosures regarding the Partnership’s and the Funds’ market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact.

The Partnership and the Funds account for open positions on the basis of fair value accounting principles. Any loss in the market value of the Partnership’s and each Fund’s open positions are directly reflected in the Partnership’s and each Fund’s earnings and cash flow.

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

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

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

Value at Risk tables represent a probabilistic assessment of the risk of loss in market risk sensitive instruments. The Advisors currently trade the Partnership’s assets indirectly in master fund managed accounts established in the name of the Funds over which they have been granted limited authority to make trading decisions. The first two trading Value at Risk tables reflect the market sensitive instruments held by the Partnership indirectly, through its investments in the Funds. The remaining trading Value at Risk tables reflect the market sensitive instruments held by each Fund, separately. There have been no material changes in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2016.

The following tables indicate the trading Value at Risk associated with the Partnership’s open positions by market category as of March 31, 2017 and December 31, 2016. As of March 31, 2017, the Partnership’s total capitalization was $17,468,223.

March 31, 2017
Market Sector	Value at Risk	% of Total Capitalization
Currencies	$ 1,338,105		7.67	%
Energy	379,708		2.17
Grains	124,362		0.71
Indices	1,202,134		6.88
Interest Rates U.S.	205,101		1.17
Interest Rates Non-U.S.	259,762		1.49
Livestock	21,705		0.12
Metals	218,003		1.25
Softs	147,267		0.84
Total	$ 3,896,147		22.30	%

As of December 31, 2016, the Partnership’s total capitalization was $19,849,696.

December 31, 2016
Market Sector	Value at Risk	% of Total Capitalization
Currencies	$ 1,235,965		6.23	%
Energy	275,594		1.39
Grains	123,514		0.62
Indices	1,155,448		5.82
Interest Rates U.S.	236,991		1.19
Interest Rates Non-U.S.	347,703		1.75
Livestock	4,829		0.03
Metals	380,857		1.92
Softs	112,103		0.56
Total	$ 3,873,004		19.51	%

The following tables indicate the trading Value at Risk associated with the Partnership’s ~~investments~~open inpositions ~~the Funds~~ by market category as of ~~March~~June 3130, 2017 and December 31, 2016,. ~~and~~As ~~the~~of ~~highest, lowest and average values during the three months ended March~~June 3130, 2017 ~~and the twelve months ended December 31~~, ~~2016. All open contracts trading risk exposures have been included in calculating~~ the ~~figures~~Partnership’s ~~set~~total ~~forth~~capitalization ~~below~~was $14,928,002.

~~As of March~~June 3130, 2017, Aspect Master’s total capitalization was $45,043,813. The Partnership owned approximately 14.6% of Aspect Master. As of March 31, 2017, Aspect Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aspect for trading) was as follows:

			March 31, 2017
Market Sector	Value at Risk		% of TotalCapitalization
						Three Months Ended March 31, 2017
Currencies	$	981,979		6.58	%
			% of Total			High		Low		Average
Energy		413,215		2.77
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Grains		113,974		0.76
Currencies	$	4,673,545		10.37	%	$	4,720,943	$	2,990,095	$	4,093,088
Indices		929,220		6.22
Energy		421,166		0.94			452,727		148,355		330,319
Interest Rates U.S.		105,251		0.71
Grains		362,826		0.81			370,369		208,924		307,774
Interest Rates Non-U.S.		408,101		2.73
Indices		1,896,311		4.21			2,393,315		1,843,154		2,007,408
Livestock		28,173		0.19
Interest Rates U.S.		156,255		0.35			409,866		138,945		162,576
Metals		163,028		1.09
Interest Rates Non-U.S.		315,503		0.70			874,575		308,848		508,838
Softs		158,167		1.06
Livestock		135,630		0.30			135,630		34,993		97,717
Total	$	3,301,108		22.11	%
Metals		445,679		0.99			688,095		440,869		542,535
Softs		469,539		1.04			469,539		184,157		324,623
Total	$	8,876,454		19.71	%

As of December 31, 2016, the Partnership’s total capitalization was $19,849,696.

December 31, 2016


Market Sector	Value at Risk		% of Total Capitalization
Currencies	$	1,235,965		6.23	%
Energy		275,594		1.39
Grains		123,514		0.62
Indices		1,155,448		5.82
Interest Rates U.S.		236,991		1.19
Interest Rates Non-U.S.		347,703		1.75
Livestock		4,829		0.03
Metals		380,857		1.92
Softs		112,103		0.56

Total	$	3,873,004		19.51	%

The following tables indicate the trading Value at Risk associated with the Partnership’s investments in the Funds by market category as of June 30, 2017 and December 31, 2016, and the highest, lowest and average values during the three months ended June 30, 2017 and the twelve months ended December 31, 2016. All open contracts trading risk exposures have been included in calculating the figures set forth below.

As of June 30, 2017, Aspect Master’s total capitalization was $39,567,943. The Partnership owned approximately 15.4% of Aspect Master. As of June 30, 2017, Aspect Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aspect for trading) was as follows:

June 30, 2017


						Three Months Ended June 30, 2017
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	4,279,889		10.82	%	$	6,170,736	$	4,066,154	$	5,180,109
Energy		449,651		1.14			566,849		157,014		296,126
Grains		378,676		0.96			517,162		321,981		443,480
Indices		1,646,463		4.16			1,859,026		1,646,463		1,726,851
Interest Rates U.S.		29,020		0.07			200,309		17,734		66,558
Interest Rates Non-U.S.		926,884		2.34			1,157,453		311,263		1,007,292
Livestock		166,733		0.42			192,005		127,655		172,022
Metals		515,560		1.30			595,865		345,880		458,616
Softs		550,152		1.39			560,789		422,940		514,307

Total	$	8,943,028		22.60	%

* Average of month-end Values at Risk.

As of December 31, 2016, Aspect Master’s total capitalization was $53,629,368. The Partnership owned approximately 13.8% of Aspect Master. As of December 31, 2016, Aspect Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Aspect for trading) was as follows:

			December 31, 2016
						Twelve Months Ended December 31, 2016
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	3,584,628		6.68	%	$	5,495,895	$	2,004,831	$	3,746,199
Energy		324,801		0.61			1,599,620		66,554		394,050
Grains		370,844		0.69			682,790		294,513		403,401
Indices		2,391,035		4.46			2,562,786		501,719		1,442,103
Interest Rates U.S.		409,866		0.76			749,348		57,315		330,990
Interest Rates Non-U.S.		860,718		1.60			1,676,537		644,150		1,215,260
Livestock		34,993		0.07			203,363		19,751		77,084
Metals		688,095		1.28			1,354,919		292,857		635,834
Softs		275,454		0.51			621,153		124,438		330,137
Total	$	8,940,434		16.66	%

December 31, 2016


						Twelve Months Ended December 31, 2016
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	3,584,628		6.68	%	$	5,495,895	$	2,004,831	$	3,746,199
Energy		324,801		0.61			1,599,620		66,554		394,050
Grains		370,844		0.69			682,790		294,513		403,401
Indices		2,391,035		4.46			2,562,786		501,719		1,442,103
Interest Rates U.S.		409,866		0.76			749,348		57,315		330,990
Interest Rates Non-U.S.		860,718		1.60			1,676,537		644,150		1,215,260
Livestock		34,993		0.07			203,363		19,751		77,084
Metals		688,095		1.28			1,354,919		292,857		635,834
Softs		275,454		0.51			621,153		124,438		330,137

Total	$	8,940,434		16.66	%

* Annual average of month-end Values at Risk.

2021

As of ~~March~~June 3130, 2017, Graham Master’s total capitalization was $2821,~~356~~344,~~518~~761. The Partnership owned approximately 2224.59% of Graham Master. As of ~~March~~June 3130, 2017, Graham Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Graham for trading) was as follows:

			March 31, 2017
						Three Months Ended March 31, 2017
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	2,468,730		8.71	%	$	2,468,730	$	1,503,553	$	2,034,356
Energy		589,325		2.08			644,380		368,896		546,568
Grains		218,625		0.77			243,172		117,370		215,765
Indices		2,301,068		8.11			2,718,753		2,014,064		2,533,308
Interest Rates U.S.		487,207		1.72			606,678		201,592		460,594
Interest Rates Non-U.S.		601,272		2.12			712,703		460,609		566,712
Metals		551,334		1.94			842,693		443,713		717,082
Softs		151,998		0.54			187,547		116,744		162,166
Total	$	7,369,559		25.99	%

June 30, 2017


						Three Months Ended June 30, 2017
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	1,189,623		5.57	%	$	3,829,165	$	1,189,623	$	2,647,922
Energy		450,340		2.11			547,426		268,070		400,620
Grains		160,765		0.75			222,530		160,765		184,122
Indices		1,432,273		6.71			2,153,831		1,432,273		1,759,430
Interest Rates U.S.		313,970		1.47			718,997		152,795		529,089
Interest Rates Non-U.S.		506,471		2.37			693,497		506,471		597,377
Metals		242,870		1.14			604,049		233,040		324,917
Softs		118,162		0.55			145,441		112,081		129,077

Total	$	4,414,474		20.67	%

* Average of month-end Values at Risk.

As of December 31, 2016, Graham Master’s total capitalization was $32,966,110. The Partnership owned approximately 20.2% of Graham Master. As of December 31, 2016, Graham Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to Graham for trading) was as follows:

			December 31, 2016
						Twelve Months Ended December 31, 2016
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	2,447,426		7.42	%	$	3,987,099	$	1,614,161	$	2,611,134
Energy		580,745		1.76			1,053,470		95,021		526,525
Grains		211,811		0.64			531,949		180,994		316,649
Indices		2,221,816		6.74			3,550,849		1,030,449		2,049,189
Interest Rates U.S.		330,644		1.00			835,863		150,947		381,007
Interest Rates Non-U.S.		540,262		1.64			1,420,966		474,659		955,427
Metals		814,274		2.47			1,548,556		251,791		816,143
Softs		186,559		0.57			275,968		130,334		197,062
Total	$	7,333,537		22.24	%

December 31, 2016


						Twelve Months Ended December 31, 2016
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	2,447,426		7.42	%	$	3,987,099	$	1,614,161	$	2,611,134
Energy		580,745		1.76			1,053,470		95,021		526,525
Grains		211,811		0.64			531,949		180,994		316,649
Indices		2,221,816		6.74			3,550,849		1,030,449		2,049,189
Interest Rates U.S.		330,644		1.00			835,863		150,947		381,007
Interest Rates Non-U.S.		540,262		1.64			1,420,966		474,659		955,427
Metals		814,274		2.47			1,548,556		251,791		816,143
Softs		186,559		0.57			275,968		130,334		197,062

Total	$	7,333,537		22.24	%

* Annual average of month-end Values at Risk.

2122

As of ~~March~~June 3130, 2017, PGR Master’s total capitalization was $1410,~~262~~767,~~359~~712. The Partnership owned approximately 3736.29% of PGR Master. As of ~~March~~June 3130, 2017, PGR Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to PGR for trading) was as follows:

			March 31, 2017
						Three Months Ended March 31, 2017
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	269,632		1.89	%	$	699,452	$	176,462	$	291,077
Energy		498,977		3.50			760,044		58,751		298,311
Grains		59,675		0.42			83,716		18,414		39,881
Indices		1,095,518		7.68			1,314,954		602,532		1,061,325
Interest Rates U.S.		195,338		1.37			321,926		96,107		182,593
Interest Rates Non-U.S.		210,785		1.48			376,727		103,995		236,531
Livestock		5,115		0.04			5,115		-		2,842
Metals		77,644		0.54			472,406		26,641		177,710
Softs		119,662		0.84			127,683		46,794		114,683
Total	$	2,532,346		17.76	%

June 30, 2017


						Three Months Ended June 30, 2017
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	72,248		0.67	%	$	355,933	$	49,616	$	81,963
Energy		628,278		5.83			704,385		46,641		322,384
Grains		42,350		0.39			98,780		38,143		60,445
Indices		864,577		8.04			1,165,691		643,067		894,833
Interest Rates U.S.		61,256		0.57			166,771		5,788		35,086
Interest Rates Non-U.S.		377,369		3.51			377,369		77,447		240,038
Livestock		6,765		0.06			9,900		3,410		6,600
Metals		62,756		0.58			499,675		41,254		154,676
Softs		119,300		1.11			119,300		80,627		109,339

Total	$	2,234,899		20.76	%

* Average of month-end Values at Risk.

As of December 31, 2016, PGR Master’s total capitalization was $17,657,320. The Partnership owned approximately 35.3% of PGR Master. As of December 31, 2016, PGR Master’s Value at Risk for its assets (including the portion of the Partnership’s assets allocated to PGR for trading) was as follows:

			December 31, 2016
						Twelve Months Ended December 31, 2016
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	699,452		3.96	%	$	967,670	$	138,111	$	506,305
Energy		321,420		1.82			810,128		50,283		326,435
Grains		83,716		0.48			200,904		40,150		105,241
Indices		1,067,078		6.04			1,329,271		192,172		618,367
Interest Rates U.S.		321,926		1.82			370,128		12,442		223,447
Interest Rates Non-U.S.		339,352		1.92			816,643		105,107		350,232
Metals		343,956		1.95			587,708		26,774		281,217
Softs		103,132		0.59			206,086		35,347		118,859
Total	$	3,280,032		18.58	%

December 31, 2016


						Twelve Months Ended December 31, 2016
Market Sector	Value at Risk		% of Total Capitalization			High Value at Risk		Low Value at Risk		Average Value at Risk*
Currencies	$	699,452		3.96	%	$	967,670	$	138,111	$	506,305
Energy		321,420		1.82			810,128		50,283		326,435
Grains		83,716		0.48			200,904		40,150		105,241
Indices		1,067,078		6.04			1,329,271		192,172		618,367
Interest Rates U.S.		321,926		1.82			370,128		12,442		223,447
Interest Rates Non-U.S.		339,352		1.92			816,643		105,107		350,232
Metals		343,956		1.95			587,708		26,774		281,217
Softs		103,132		0.59			206,086		35,347		118,859

Total	$	3,280,032		18.58	%

* Annual average of month-end Values at Risk.

2223

Item 4.

Controls and Procedures.

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

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

The General Partner’s President and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~March~~June 3130, 2017 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 process during the fiscal quarter ended ~~March~~June 3130, 2017 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

2324

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 MS&Co. 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.”).

MS&Co. 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 Exchange Act, which include current descriptions of material litigation and material proceedings and investigations, if any, by governmental and/or regulatory agencies or self-regulatory organizations concerning Morgan Stanley and its subsidiaries, including MS&Co. As a consolidated subsidiary of Morgan Stanley, MS&Co. does not file its own periodic reports with the SEC that contain descriptions of material litigation, proceedings and investigations. As a result, please refer to the “Legal Proceedings” section of Morgan Stanley’s SEC 10-K filings for 2016, 2015, 2014, 2013 and 2012. In addition, MS&Co. 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. Please refer to the Commitments, Guarantees and Contingencies – Legal section of MS&Co.’s 2016 Audited Financial Statement.

In addition to the matters described in those filings, in the normal course of business, each of Morgan Stanley and MS&Co. has been named, from time to time, as a defendant in various legal actions, including arbitrations, class actions, and other litigation, arising in connection with its activities as a global diversified financial services institution. Certain of the legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Each of Morgan Stanley and MS&Co. is also involved, from time to time, in investigations and proceedings by governmental and/or regulatory agencies or self-regulatory organizations, certain of which may result in adverse judgments, fines or penalties. The number of these investigations and proceedings has increased in recent years with regard to many financial services institutions, including Morgan Stanley and MS&Co.

MS&Co. 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, MS&Co. is registered as a futures commission merchant and is a member of the National Futures Association.

Regulatory and Governmental Matters

MS&Co. has received subpoenas and requests for information from certain federal and state regulatory and governmental entities, including among others various members of the RMBS Working Group of the Financial Fraud Enforcement Task Force, such as the United States Department of Justice, Civil Division and several state Attorney General’s Offices, concerning the origination, financing, purchase, securitization and servicing of subprime and non-subprime residential mortgages and related matters such as residential mortgage-backed securities (“RMBS”), collateralized debt obligations (“CDOs”), structured investment vehicles (“SIVs”) and credit default swaps backed by or referencing mortgage pass-through certificates. These matters, some of which are in advanced stages, include, but are not limited to, investigations related to MS&Co.’s due diligence on the loans that it purchased for securitization, MS&Co.’s communications with ratings agencies, MS&Co.’s disclosures to investors, and MS&Co.’s handling of servicing and foreclosure related issues.

On February 25, 2015, MS&Co. reached an agreement in principle with the United States Department of Justice, Civil Division and the United States Attorney’s Office for the Northern District of California, Civil Division (collectively, the “Civil Division”) to pay $2.6 billion to resolve certain claims that the Civil Division indicated it intended to bring against MS&Co. That settlement was finalized on February 10, 2016.

In October 2014, the Illinois Attorney General’s Office (“ILAG”) sent a letter to MS&Co. alleging that MS&Co. knowingly made misrepresentations related to RMBS purchased by certain pension funds affiliated with the State of Illinois and demanding that MS&Co. pay ILAG approximately $88 million. MS&Co. and ILAG reached an agreement to resolve the matter on February 10, 2016.

2425

On January 13, 2015, the New York Attorney General’s Office (“NYAG”), which is also a member of the RMBS Working Group, indicated that it intended to file a lawsuit related to approximately 30 subprime securitizations sponsored by MS&Co. NYAG indicated that the lawsuit would allege that MS&Co. misrepresented or omitted material information related to the due diligence, underwriting and valuation of the loans in the securitizations and the properties securing them and indicated that its lawsuit would be brought under the Martin Act. MS&Co. and NYAG reached an agreement to resolve the matter on February 10, 2016.

On June 5, 2012, MS&Co. consented to and became the subject of an Order Instituting Proceedings Pursuant to Sections 6(c) and 6(d) of the Commodity Exchange Act, as amended, Making Findings and Imposing Remedial Sanctions by the Commodity Futures Trading Commission (“CFTC”) to resolve allegations related to the failure of a salesperson to comply with exchange rules that prohibit off-exchange futures transactions unless there is an Exchange for Related Position (“EFRP”). Specifically, the CFTC found that from April 2008 through October 2009, MS&Co. violated Section 4c(a) of the Commodity Exchange Act and CFTC Regulation 1.38 by executing, processing and reporting numerous off-exchange futures trades to the Chicago Mercantile Exchange (“CME”) and Chicago Board of Trade (“CBOT”) as EFRPs in violation of CME and CBOT rules because those trades lacked the corresponding and related cash, OTC swap, OTC option, or other OTC derivative position. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to supervise the handling of the trades at issue and failing to have adequate policies and procedures designed to detect and deter the violations of the Commodity Exchange Act and CFTC Regulations. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. accepted and consented to entry of findings and the imposition of a cease and desist order, a fine of $5,000,000, and undertakings related to public statements, cooperation and payment of the fine. MS&Co. entered into corresponding and related settlements with the CME and CBOT in which the CME found that MS&Co. violated CME Rules 432.Q and 538 and fined MS&Co. $750,000 and CBOT found that MS&Co. violated CBOT Rules 432.Q and 538 and fined MS&Co. $1,000,000.

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

On April 21, 2015, the Chicago Board Options Exchange, Incorporated (“CBOE”) and the CBOE Futures Exchange, LLC (“CFE”) filed statements of charges against MS&Co. in connection with trading by one of MS&Co.’s former traders of EEM options contracts that allegedly disrupted the final settlement price of the November 2012 VXEM futures. CBOE alleged that MS&Co. violated CBOE Rules 4.1, 4.2 and 4.7, Sections 9(a) and 10(b) of the Exchange Act, and Rule 10b-5 thereunder. CFE alleged that MS&Co. violated CFE Rules 608, 609 and 620. The matters were resolved on June 28, 2016 without any findings of fraud.

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

On August 6, 2015, MS&Co. consented to and became the subject of an order by the CFTC to resolve allegations that MS&Co. violated CFTC Regulation 22.9(a) by failing to hold sufficient U.S. dollars in cleared swap segregated accounts in the United States to meet all U.S. dollar obligations to cleared swaps customers. Specifically, the CFTC found that while MS&Co. at all times held sufficient funds in segregation to cover its obligations to its customers, on certain days during 2013 and 2014, it held currencies, such as euros, instead of U.S. dollars, to meet its U.S. dollar obligations. In addition, the CFTC found that MS&Co. violated CFTC Regulation 166.3 by failing to have in place adequate procedures to ensure that it complied with CFTC Regulation 22.9(a). Without admitting or denying the findings or conclusions and without adjudication of any issue of law or fact, MS&Co. accepted and consented to the entry of findings, the imposition of a cease and desist order, a civil monetary penalty of $300,000, and undertakings related to public statements, cooperation, and payment of the monetary penalty.

2526

On December 20, 2016, MS&Co. consented to and became the subject of an order by the SEC in connection with allegations that MS&Co. willfully violated Sections 15(c)(3) and 17(a)(1) of the Exchange Act and Rules 15c3-3(e), 17a-5(a), and 17a-5(d) thereunder, by inaccurately calculating its Reserve Account requirement under Rule 15c3-3 by including margin loans to an affiliate in its calculations, which resulted in making inaccurate records and submitting inaccurate reports to the SEC. Without admitting or denying the underlying allegations and without adjudication of any issue of law or fact, MS&Co. consented to a cease and desist order, a censure, and a civil monetary penalty of $7,500,000.

Civil Litigation

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

On October 15, 2010, the Federal Home Loan Bank of Chicago filed a complaint against MS&Co. 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 alleges 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 MS&Co. at issue in the action was approximately $203 million. The complaint seeks, among other things, to rescind the plaintiff’s purchase of such certificates. The defendants filed a motion to dismiss the corrected amended complaint on May 27, 2011, which was denied on September 19, 2012. On December 13, 2013, the court entered an order dismissing all claims related to one of the securitizations at issue. After that dismissal, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $78 million. At ~~December~~ June 25, ~~2016~~2017, the current unpaid ~~balance~~ balance of the mortgage pass-through certificates at issue in this action was approximately $4645 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in ~~this~~ this action up to the difference between the $4645 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 20, 2011, the Federal Home Loan Bank of Boston filed a complaint against MS&Co. and other defendants in the Superior Court of the Commonwealth of Massachusetts styled Federal Home Loan Bank of Boston v. Ally Financial, Inc. F/K/A GMAC LLC et al. An amended complaint was filed on June 29, 2012 and alleges that defendants made untrue statements and material 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 issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $385 million. The amended complaint raises claims under the Massachusetts Uniform Securities Act, the Massachusetts Consumer Protection Act and common law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On May 26, 2011, defendants removed the case to the United States District Court for the District of Massachusetts. The defendants’ motions to dismiss the amended complaint were granted in part and denied in part on September 30, 2013. On November 25, 2013, July 16, 2014, and May 19, 2015, respectively, the plaintiff voluntarily dismissed its claims against MS&Co. with respect to three of the securitizations at issue. After these voluntary dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $332 million. At ~~December~~ June 25, ~~2016~~2017, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $5148 million, and the certificates had not yet incurred actual losses. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $51 48 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

2627

On May 3, 2013, plaintiffs in Deutsche Zentral-Genossenschaftsbank AG et al. v. Morgan Stanley et al. filed a complaint against MS&Co., certain affiliates, and other defendants in the Supreme Court of NY. The complaint alleges that defendants made material misrepresentations and omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten and/or sold by MS&Co. to plaintiff ~~currently at issue in this action~~ was approximately $644 million. The complaint alleges causes of action against MS&Co. for common law fraud, fraudulent concealment, aiding and abetting fraud, negligent misrepresentation, and rescission and seeks, among other things, compensatory and punitive damages. On June 10, 2014, the court granted in part and denied in part MS&Co.’s motion to dismiss the complaint. ~~MS&Co.~~On ~~perfected~~June ~~its~~20, ~~appeal~~2017 ~~from~~the ~~that~~Appellate ~~decision~~Division, onFirst Department, affirmed the lower court’s June 12 10, ~~2015~~2014 order. At March 25, 2017, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $~~242~~237 million, and the certificates had incurred actual losses of approximately $8687 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $~~242~~237 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses.

On May 17, 2013, plaintiff in IKB International S.A. in Liquidation, et al. v. Morgan Stanley, et al. filed a complaint against MS&Co. and certain affiliates in the 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 MS&Co. to plaintiff was approximately $132 million. The complaint alleges causes of action against MS&Co. 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 MS&Co.’s motion to dismiss. All claims regarding four certificates were dismissed. After these dismissals, the remaining amount of certificates allegedly issued by MS&Co. or sold to plaintiff by MS&Co. was approximately $116 million. On August 26, 2015, MS&Co. perfected its appeal from the court’s October 29, 2014 decision. On August 11, 2016, the Appellate Division, First Department affirmed the trial court’s decision denying in part MS&Co.’s motion to dismiss the complaint. At ~~December~~ June 25, ~~2016~~2017, the current unpaid balance of the mortgage pass-through certificates at issue in this action was approximately $25 million, and the certificates had incurred actual losses of $58 million. Based on currently available information, MS&Co. believes it could incur a loss in this action up to the difference between the $25 million unpaid balance of these certificates (plus any losses incurred) and their fair market value at the time of a judgment against MS&Co., or upon sale, plus pre- and post-judgment interest, fees and costs. MS&Co. may be entitled to be indemnified for some of these losses and to an offset for interest received by the plaintiff prior to a judgment.

On April 1, 2016, the California Attorney General’s Office filed an action against MS&Co. 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 alleges that MS&Co. made misrepresentations and omissions regarding residential mortgage-backed securities and notes issued by the Cheyne SIV (defined below), and asserts violations of the California False Claims Act and other state laws and seeks treble damages, civil penalties, disgorgement, and injunctive relief. On September 30, 2016, the court granted MS&Co.’s demurrer, with leave to replead. On October 21, 2016, the California Attorney General filed an amended complaint. On January 25, 2017, the court denied MS&Co.’s demurrer with respect to the amended complaint.

Settled Civil Litigation

On August 25, 2008, MS&Co. and two ratings agencies were named as defendants in a purported class action related to securities issued by a structured investment vehicle called Cheyne Finance PLC and Cheyne Finance LLC (together, the “Cheyne SIV”). The case was styled Abu Dhabi Commercial Bank, et al. v. Morgan Stanley & Co. Inc., et al. The complaint alleged, among other things, that the ratings assigned to the securities issued by the Cheyne SIV were false and misleading, including because the ratings did not accurately reflect the risks associated with the subprime residential mortgage-backed securities held by the Cheyne SIV. The plaintiffs asserted allegations of aiding and abetting fraud and negligent misrepresentation relating to approximately $852 million of securities issued by the Cheyne SIV. On April 24, 2013, the parties reached an agreement to settle the case, and on April 26, 2013, the court dismissed the action with prejudice.

2728

On December 23, 2009, the Federal Home Loan Bank of Seattle filed a complaint against MS&Co. and another defendant in the Superior Court of the State of Washington, styled Federal Home Loan Bank of Seattle v. Morgan Stanley & Co. Inc., et al. The amended complaint, filed on September 28, 2010, alleges that defendants made untrue statements and material omissions in the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $233 million. The complaint raises claims under the Washington State Securities Act and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On January 23, 2017, the parties reached an agreement to settle the litigation.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Credit Suisse Securities (USA) LLC, et al. An amended complaint filed on June 10, 2010 alleged that defendants made untrue statements and material omissions in connection with the sale to plaintiff of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $704 million. The complaint raised claims under both the federal securities laws and California law and sought, among other things, to rescind the plaintiff’s purchase of such certificates. On January 26, 2015, as a result of a settlement with certain other defendants, the plaintiff requested and the court subsequently entered a dismissal with prejudice of certain of the plaintiff’s claims, including all remaining claims against MS&Co.

On March 15, 2010, the Federal Home Loan Bank of San Francisco filed a complaint against MS&Co. and other defendants in the Superior Court of the State of California styled Federal Home Loan Bank of San Francisco v. Deutsche Bank Securities Inc. et al. An amended complaint, filed on June 10, 2010, alleges that defendants made untrue statements and material omissions in connection with the sale to plaintiff of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of certificates allegedly sold to plaintiff by MS&Co. was approximately $276 million. The complaint raises claims under both the federal securities laws and California law and seeks, among other things, to rescind the plaintiff’s purchase of such certificates. On December 21, 2016, the parties reached an agreement to settle the litigation.

On July 9, 2010 and February 11, 2011, Cambridge Place Investment Management Inc. filed two separate complaints against MS&Co. and/or its affiliates and other defendants in the Superior Court of the Commonwealth of Massachusetts, both styled Cambridge Place Investment Management Inc. v. Morgan Stanley & Co., Inc., et al. The complaints asserted claims on behalf of certain clients of plaintiff’s affiliates and alleged that defendants made untrue statements and material omissions in the sale of a number of mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly issued by MS&Co. and/or its affiliates or sold to plaintiff’s affiliates’ clients by MS&Co. and/or its affiliates in the two matters was approximately $263 million. On February 11, 2014, the parties entered into an agreement to settle the litigation. On February 20, 2014, the court dismissed the action.

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

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

2829

On July 18, 2011, the Western and Southern Life Insurance Company and certain affiliated companies filed a complaint against MS&Co. and other defendants in the Court of Common Pleas in Ohio, styled Western and Southern Life Insurance Company, et al. v. Morgan Stanley Mortgage Capital Inc., et al. An amended complaint was filed on April 2, 2012 and alleged that defendants made untrue statements and material omissions in the sale to plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The amount of the certificates allegedly sold to plaintiffs by MS&Co. was approximately $153 million. On June 8, 2015, the parties reached an agreement to settle the litigation.

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

On April 25, 2012, Metropolitan Life Insurance Company and certain affiliates filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Metropolitan Life Insurance Company, et al. v. Morgan Stanley, et al. An amended complaint was filed on June 29, 2012, and alleged that the defendants made untrue statements and material omissions in the sale to the plaintiffs of certain mortgage pass-through certificates backed by securitization trusts containing residential mortgage loans. The total amount of certificates allegedly sponsored, underwritten, and/or sold by MS&Co. was approximately $758 million. The amended complaint raised common law claims of fraud, fraudulent inducement, and aiding and abetting fraud and sought, among other things, rescission, compensatory, and/or rescissionary damages, as well as punitive damages, associated with the plaintiffs’ purchases of such certificates. On April 11, 2014, the parties entered into a settlement agreement.

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

In re Morgan Stanley Mortgage Pass-Through Certificates Litigation, which had been pending in the SDNY, was a putative class action involving allegations that, among other things, the registration statements and offering documents related to the offerings of certain mortgage pass-through certificates in 2006 and 2007 contained false and misleading information concerning the pools of residential loans that backed these securitizations. On December 18, 2014, the parties’ agreement to settle the litigation received final court approval, and on December 19, 2014, the court entered an order dismissing the action.

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

2930

On February 14, 2013, Bank Hapoalim B.M. filed a complaint against MS&Co. and certain affiliates in the Supreme Court of NY, styled Bank Hapoalim B.M. v. Morgan Stanley et al. The complaint alleged 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 MS&Co. to plaintiff was approximately $141 million. On July 28, 2015, the parties reached an agreement to settle the litigation, and on August 12, 2015, the plaintiff filed a stipulation of discontinuance with prejudice.

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

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

Additional lawsuits containing claims similar to those described above may be filed in the future. In the course of its business, MS&Co., 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 MS&Co. MS&Co. may establish reserves from time to time in connections with such actions.

3031

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, 2016 and under Part II, Item 1A. “Risk Factors.” in the Partnership’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The Partnership no longer offers Redeemable Units for sale.

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

Period	(a) Total ~~Number~~NumberofRedeemableUnits ~~ofRedeemableUnits~~ Purchased*			(b) Average Price Paid per RedeemableUnit**	(b) AveragePrice Paid perRedeemableUnit**	~~(c) Total Number ofRedeemable UnitsPurchased as Part of Publicly Announced Plans or Programs~~	(c) Total Number ofRedeemable UnitsPurchased as Partof Publicly AnnouncedPlans or Programs	~~(d) Maximum Number(or Approximate Dollar Value) of Redeemable Units that May Yet BePurchased Under thePlans or Programs~~	(d) Maximum Number(or ApproximateDollar Value) ofRedeemable Units thatMay Yet BePurchased Under thePlans or Programs
January 1, 2017 - January 31, 2017		342.0100		$1,172.15		N/A		N/A
April 1, 2017 - April 30, 2017			214.2800		$1,136.37		N/A		N/A
February 1, 2017 - February 28, 2017		388.8760		$1,200.46		N/A		N/A
May 1, 2017 - May 31, 2017			577.4470		$1,127.07		N/A		N/A
March 1, 2017 - March 31, 2017		655.0250		$1,158.07		N/A		N/A
June 1, 2017 - June 30, 2017			341.8920		$1,073.31		N/A		N/A
		1,385.9110		$1,173.44
			1,133.6190		$1,112.61

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

**	Redemptions of Redeemable Units are effected as of the end of each month at the net asset value per Redeemable Unit as of that day. No fee will be charged for redemptions.

Item 3.

Defaults Upon Senior Securities. — None.

Item 4.

Mine Safety Disclosures. — Not Applicable.

Item 5.

Other Information. — None.

Item 6. Exhibits.

3.1		Limited Partnership Agreement dated as of August 25, 1999 (filed as Exhibit A to the Registration Statement on Form 424(b)(3) filed on February 16, 2000 and incorporated herein by reference).
(a)		Amendment No. 1 to the Limited Partnership Agreement dated as of August 8, 2014 and effective October 1, 2014 (filed as Exhibit 3.1(a) to the Quarterly Report on Form 10-Q filed on August 13, 2014 and incorporated herein by reference).
(b)		Amendment No. 2 to the Limited Partnership Agreement dated as of December 30, 2015 and effective January 1, 2016 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on January 6, 2016 and incorporated herein by reference).
3.2		Certificate of Limited Partnership of the Partnership as filed in the Office of the Secretary of State of the State of New York on August 25, 1999 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
(a)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated May 21, 2003 (filed as Exhibit 3.2(a) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
(b)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 21, 2005 (filed as Exhibit 3.2(b) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
(c)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit 3.2(c) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).
(d)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated August 27, 2008 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 2, 2008 and incorporated herein by reference).
(e)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 28, 2009 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 30, 2009 and incorporated herein by reference).
(f)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated June 29, 2010 (filed as Exhibit 3.1(f) to the Current Report on Form 8-K filed on July 2, 2010 and incorporated herein by reference).
(g)		Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 2, 2011 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on September 7, 2011 and incorporated herein by reference).
(h)		Certificate of Amendment of the Certificate of Limited Partnership dated August 7, 2013 (Filed as Exhibit 3.2(h) to the Quarterly Report on Form 10-Q filed on August 14, 2013 and incorporated herein by reference).
10.1		Form of Customer Agreement between the Partnership and Salomon Smith Barney Inc. (filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
10.2		Amended and Restated Commodity Futures Customer Agreement, between the Partnership and MS&Co., effective September 4, 2013 (filed as Exhibit 10.1(b) to the Quarterly Report on Form 10-Q filed on November 14, 2013 and incorporated herein by reference).
(a)		U.S. Treasury Securities Purchase Authorization Agreement between the Partnership and MS&Co., effective June 1, 2015 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on November 4, 2015 and incorporated herein by reference).
10.3		Form of Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).
(a)		Form of Letter Amending Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3A to the Registration Statement on Form S-1 filed on November 12, 2002 and incorporated herein by reference).
10.4		Amended and Restated Alternative Investment Selling Agent Agreement among the Partnership, the General Partner and Morgan Stanley Wealth Management, dated March 3, 2016 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 8, 2016 and incorporated herein by reference).

10.5		Management Agreement among the Partnership, the General Partner and Aspect Capital Limited, dated January 3, 2002 (filed as Exhibit 99 to the Annual Report on Form 10-K filed on March 27, 2003 and incorporated herein by reference).
(a)		Letter from the General Partner extending Management Agreement with Aspect Capital Limited from June 30, 2016 to June 30, 2017, dated June 1, 2016 (filed as Exhibit 10.5(a) to the Annual Report on Form 10-K filed on March 28, 2017 and incorporated herein by reference).
10.6		Management Agreement among the Partnership, the General Partner and Graham Capital Management, L.P., dated March 1, 2001 (filed as Exhibit 10 to the Annual Report on Form 10-K filed on March 27, 2002 and incorporated herein by reference).
(a)		Letter from the General Partner extending Management Agreement with Graham Capital Management, L.P. from June 30, 2016 to June 30, 2017, dated June 1, 2016 (filed as Exhibit 10.6(a) to the Annual Report on Form 10-K filed on March 28, 2017 and incorporated herein by reference).
(b)		Amendment No. 1 to the Management Agreement among the Partnership, the General Partner and Graham Capital Management, L.P. effective April 1, 2014 (filed as Exhibit 10.9(b) to the Quarterly Report on Form 10-Q filed on May 14, 2014 and incorporated herein by reference).
10.7		Amended and Restated Management Agreement among the Partnership, the General Partner and PGR Capital LLP, dated August 15, 2011 (filed as Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on August 15, 2011 and incorporated herein by reference).
(a)		Letter from the General Partner extending Management Agreement with PGR Capital LLP, from June 30, 2016 to June 30, 2017, dated June 1, 2016 (filed as Exhibit 10.7(a) to the Annual Report on Form 10-K filed on March 28, 2017 and incorporated herein by reference).
10.8		Amended and Restated Master Services Agreement by and among the Partnership, the General Partner and SS&C Technologies, Inc., effective March 31, 2015 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 6, 2015 and incorporated herein by reference).

Item 6.

Exhibits.

~~Exhibit 31~~3.1 —Limited ~~Rule~~Partnership ~~13a-14(a)/15d-14(a)~~Agreement ~~Certification~~dated ~~(Certification~~as of ~~President~~August ~~and~~25, ~~Director)~~1999 (filed ~~herewith).~~as Exhibit ~~31.2~~A —to ~~Rule~~the ~~13a-14(a)/15d-14(a)~~Registration ~~Certification~~Statement ~~(Certification~~on ofForm ~~Chief Financial Officer and Director)~~ 424(~~filed herewith~~b)~~. Exhibit 32.1 — Section 1350 Certification~~ (~~Certification of President and Director~~3) (filed ~~herewith).~~on ~~Exhibit~~February ~~32.2~~16, —2000 ~~Section~~and ~~1350~~incorporated ~~Certification~~herein ~~(Certification~~by ~~of Chief Financial Officer and Director~~reference) ~~(filed herewith)~~.

101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

(a)	Amendment No. 1 to the Limited Partnership Agreement dated as of August 8, 2014 and effective October 1, 2014 (filed as Exhibit 3.1(a) to the Quarterly Report on Form 10-Q filed on August 13, 2014 and incorporated herein by reference).

(b)	Amendment No. 2 to the Limited Partnership Agreement dated as of December 30, 2015 and effective January 1, 2016 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on January 6, 2016 and incorporated herein by reference).

3.2	Certificate of Limited Partnership of the Partnership as filed in the Office of the Secretary of State of the State of New York on August 25, 1999 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).

(a)	Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated May 21, 2003 (filed as Exhibit 3.2(a) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

(b)	Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 21, 2005 (filed as Exhibit 3.2(b) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

(c)	Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit 3.2(c) to the Quarterly Report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).

(d)	Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated August 27, 2008 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 2, 2008 and incorporated herein by reference).

(e)	Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 28, 2009 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed on September 30, 2009 and incorporated herein by reference).

(f)	Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated June 29, 2010 (filed as Exhibit 3.1(f) to the Current Report on Form 8-K filed on July 2, 2010 and incorporated herein by reference).

(g)	Certificate of Amendment of the Certificate of Limited Partnership as filed in the Office of the Secretary of State of the State of New York, dated September 2, 2011 (filed as Exhibit 3.1 to the Current Report on Form 8-K filed on September 7, 2011 and incorporated herein by reference).

(h)	Certificate of Amendment of the Certificate of Limited Partnership dated August 7, 2013 (Filed as Exhibit 3.2(h) to the Quarterly Report on Form 10-Q filed on August 14, 2013 and incorporated herein by reference).

10.1	Form of Customer Agreement between the Partnership and Salomon Smith Barney Inc. (filed as Exhibit 10.1 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).

10.2	Amended and Restated Commodity Futures Customer Agreement, between the Partnership and MS&Co., effective September 4, 2013 (filed as Exhibit 10.1(b) to the Quarterly Report on Form 10-Q filed on November 14, 2013 and incorporated herein by reference).

(a)	U.S. Treasury Securities Purchase Authorization Agreement between the Partnership and MS&Co., effective June 1, 2015 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on November 4, 2015 and incorporated herein by reference).

(b)	Supplement to the Amended and Restated Commodity Futures Customer Agreement among Aspect Master, Graham Master and MS&Co., dated July 25, 2017 (filed as Exhibit 10.2(b) to the Current Report on Form 8-K filed on July 28, 2017 and incorporated herein by reference).

10.3	Form of Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the Registration Statement on Form S-1 filed on September 23, 1999 and incorporated herein by reference).

(a)	Form of Letter Amending Escrow Agreement among the Partnership, European American Bank, Smith Barney Futures Management Inc. and Salomon Smith Barney Inc. (filed as Exhibit 10.3A to the Registration Statement on Form S-1 filed on November 12, 2002 and incorporated herein by reference).

10.4	Amended and Restated Alternative Investment Selling Agent Agreement among the Partnership, the General Partner and Morgan Stanley Wealth Management, dated March 3, 2016 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 8, 2016 and incorporated herein by reference).

10.5	Management Agreement among the Partnership, the General Partner and Aspect Capital Limited, dated January 3, 2002 (filed as Exhibit 99 to the Annual Report on Form 10-K filed on March 27, 2003 and incorporated herein by reference).

(a)	Letter from the General Partner extending Management Agreement with Aspect Capital Limited from June 30, 2016 to June 30, 2017, dated June 1, 2016 (filed as Exhibit 10.5(a) to the Annual Report on Form 10-K filed on March 28, 2017 and incorporated herein by reference).

10.6	Management Agreement among the Partnership, the General Partner and Graham Capital Management, L.P., dated March 1, 2001 (filed as Exhibit 10 to the Annual Report on Form 10-K filed on March 27, 2002 and incorporated herein by reference).

(a)	Letter from the General Partner extending Management Agreement with Graham Capital Management, L.P. from June 30, 2016 to June 30, 2017, dated June 1, 2016 (filed as Exhibit 10.6(a) to the Annual Report on Form 10-K filed on March 28, 2017 and incorporated herein by reference).

(b)	Amendment No. 1 to the Management Agreement among the Partnership, the General Partner and Graham Capital Management, L.P. effective April 1, 2014 (filed as Exhibit 10.9(b) to the Quarterly Report on Form 10-Q filed on May 14, 2014 and incorporated herein by reference).

10.7	Amended and Restated Management Agreement among the Partnership, the General Partner and PGR Capital LLP, dated August 15, 2011 (filed as Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on August 15, 2011 and incorporated herein by reference).

(a)	Letter from the General Partner extending Management Agreement with PGR Capital LLP, from June 30, 2016 to June 30, 2017, dated June 1, 2016 (filed as Exhibit 10.7(a) to the Annual Report on Form 10-K filed on March 28, 2017 and incorporated herein by reference).

10.8	Amended and Restated Master Services Agreement by and among the Partnership, the General Partner and SS&C Technologies, Inc., effective March 31, 2015 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 6, 2015 and incorporated herein by reference).

11.1	Foreign Exchange and Bullion Authorization Agreement between Aspect Master and JPMorgan (filed herewith).

11.2	International Swap Dealers Association, Inc. Master Agreement between Aspect Master and JPMorgan (filed herewith).

11.3	Schedule to International Swap Dealers Association, Inc. Master Agreement between Aspect Master and JPMorgan (filed herewith).

11.4	2016 Credit Support Annex for Variation Margin to the Schedule to the International Swap Dealers Association, Inc. Master Agreement between Aspect Master and JPMorgan (filed herewith).

11.5	Institutional Account Agreement between Aspect Master and JPMorgan (filed herewith).

11.6	Foreign Exchange and Bullion Authorization Agreement between Graham Master and JPMorgan (filed herewith).

11.7	International Swap Dealers Association, Inc. Master Agreement between Graham Master and JPMorgan (filed herewith).

11.8	Schedule to International Swap Dealers Association, Inc. Master Agreement between Graham Master and JPMorgan (filed herewith).

11.9	2016 Credit Support Annex for Variation Margin to the Schedule to the International Swap Dealers Association, Inc. Master Agreement between Graham Master and JPMorgan (filed herewith).

11.10

Institutional Account Agreement between Graham Master and JPMorgan (filed herewith).

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

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

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

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


101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

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.

DIVERSIFIED 2000 FUTURES FUND L.P.

By: Ceres Managed Futures LLC (General Partner) ~~By: /s/ Patrick T. Egan Patrick T. Egan President and Director Date: May 11, 2017 By: /s/ Steven Ross Steven Ross Chief Financial Officer and Director (Principal Accounting Officer) Date: May 11, 2017~~


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

Date: August 10, 2017


By:		/s/ Steven Ross
		Steven Ross
		Chief Financial Officer and Director
		(Principal Accounting Officer)

Date: August 10, 2017

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.

3436

Filing Compare · DIVERSIFIED 2000 FUTURES FUND L.P.