UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2007

OR (   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period fromto

Commission File Number0-50271

SALOMON SMITH BARNEY ORION FUTURES FUND L.P.

|
|
|
|

(Exact name of registrant as specified in its charter)

New York


22-3644546(State or other jurisdiction of
incorporation or organization)


(I.R.S. Employer
Identification No.)


c/o Citigroup Managed Futures LLC
731 Lexington Ave. – 25th Fl.
New York, New York 10022

|
|
|
|

(Address and Zip Code of principal executive offices)

(212) 559-2011

|
|
|
|

(Registrant’s telephone number, including area code)

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

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

(Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YesNoX

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YesNoX

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.

YesXNo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filerNon-accelerated filerXSmaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

YesNoX

Limited Partnership Redeemable Units with an aggregate value of 379,288,693 were outstanding and held by non-affiliates as of the last business day of the registrants most recently completed second fiscal quarter.

As of February 29, 2008, 227,939.0828 Limited Partnership Redeemable Units were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

---



PART I

Item 1.Business.

(a)General development of business. Salomon Smith Barney Orion Futures Fund L.P. (the ‘‘Partnership’’) is a limited partnership organized on March 22, 1999 under the partnership laws of the State of New York. The objective of the Partnership is to achieve substantial capital appreciation through direct or indirect speculative trading in U.S. and international markets for currencies, interest rates, stock indices, agricultural, energy products, precious and base metals. The Partnership may employ futures, options on futures, and forward contracts in those markets. In addition, the Partnership may also enter into swap contracts on energy related products (together with other traded futures and options contracts, the ‘‘Commodity Interests’’). During the initial offering period (March 31, 1999 through June 10, 1999) the Partnership sold 10,499 redeemable units of limited partnership interest (‘‘Redeemable Units’’) at $1,000 per Redeemable Unit. The Partnership commenced its Commodity Interest trading activities on June 10, 1999. No securities which represent an equity interest or any other interest in the Partnership trade on any public market. The Partnership privately and continuously offers up to 250,000 Redeemable Units to qualified investors. Sales and redemptions of Redeemable Units and general partner contributions and redemptions for the years ended December 31, 2007, 2006 and 2005 are reported in the Statements of Changes in Partners’ Capital on page F-11 under ‘‘Item 8.Financial Statements and Supplementary Data.’’

Citigroup Managed Futures LLC, a Delaware Limited Liability Company, acts as the general partner (the ‘‘General Partner’’) and commodity pool operator of the Partnership. The Partnership’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner.

On September 1, 2001, the capital allocated to AAA Capital Management Advisors, Ltd. (successor to AAA Capital Management, Inc.), (‘‘AAA’’) for trading was invested in the SB AAA Master Fund LLC, a New York limited liability company (the ‘‘AAA Master’’). The Partnership purchased 5,173.4381 Units of AAA Master with cash of $5,173,438. AAA Master was formed in order to permit accounts managed now or in the future by AAA using the Energy Program-Futures and Swaps, to invest together in one trading vehicle. The General Partner is the managing member of AAA Master. Individual and pooled accounts currently managed by AAA, including the Partnership, are permitted to be non-managing members of AAA Master. The General Partner and AAA believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of the investment in AAA Master are approximately the same and redemption rights are not affected.

On November 1, 2004, the capital allocated to Winton Capital Management Limited (‘‘Winton’’) for trading was invested in CMF Winton Master L.P. (‘‘Winton Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 35,389.8399 units of the Winton Master with cash of $33,594,083 and a contribution of open commodity futures and forwards positions with a fair value of $1,795,757. Winton Master was formed in order to permit accounts managed now or in the future by Winton using the Diversified Program, to invest together in one trading vehicle. The General Partner is the general partner of Winton Master. Individual and pooled accounts currently managed by Winton, including the Partnership are permitted to be limited partners of Winton Master. The General Partner and Winton believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of investment in Winton Master are approximately the same and redemption rights are not affected.

On July 1, 2005, a portion of the capital allocated to Willowbridge Associates Inc. (‘‘Willowbridge’’) for trading was invested in CMF Willowbridge Argo Master Fund L.P. (‘‘Willowbridge Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 33,529.1186 units of Willowbridge Master with cash equal to $29,866,194, and a contribution of open commodity futures and forward positions with a fair value of $3,662,925. Willowbridge Master was formed in order to permit commodity pools managed now or in the future by using Willowbridge’s Argo Trading Program, to invest together in one trading vehicle. The General Partner is the general partner of Willowbridge Master. Individual and pooled accounts currently managed by Willowbridge, including the Partnership are permitted to be limited partners of Willowbridge Master. The General Partner and

1

---



Willowbridge believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of the investment in Willowbridge Master are approximately the same and redemption rights are not affected.

AAA Master’s, Willowbridge Master’s and Winton Master’s (the ‘‘Funds’’) trading of futures, forwards and options contracts, if applicable, on commodities is done primarily on U.S. commodity exchanges and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained with CGM.

A Non-Managing Member/Limited Partner may withdraw all or part of their capital contribution and undistributed profits, if any, from the Funds in multiples of the Net Asset Value per Redeemable Unit of Limited Partnership Interest as of the last day of a month after a request for redemption has been made to the Managing Member/General Partner at least 3 days in advance of month-end.

Management, administrative and incentive fees are charged at the Partnership level. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Funds. All other fees including CGM’s direct brokerage commission are charged at the Partnership level.

At December 31, 2007 and 2006, the Partnership owns 16.5% and 11.6%, respectively, of AAA Master. At December 31, 2007 and 2006, the Partnership owns 42.5% and 33.9%, respectively, of Willowbridge Master. At December 31, 2007 and 2006, the Partnership owns 38.1% and 42.3% of Winton Master, respectively. It is AAA’s, Willowbridge’s and Winton’s intention to continue to invest the assets allocated to each by the Partnership in the AAA Master, Willowbridge Master and Winton Master, respectively. The performance of the Partnership is directly affected by the performance of the Funds.

The Partnership will be liquidated upon the first to occur of the following: December 31, 2019; the Net Asset Value per Redeemable Unit of Limited Partnership Interest decreases to less than $400 as of a close of any business day; a decline in Net Assets after trading commences to less than $1,000,000 or under certain other circumstances as defined in the Limited Partnership Agreement of the Partnership (the ‘‘Limited Partnership Agreement’’).

Under the amended and restated Limited Partnership Agreement of the Partnership (the ‘‘Limited Partnership Agreement’’), the General Partner has sole responsibility for the administration of the business and affairs of the Partnership, but may delegate trading discretion to one or more trading Advisors. The Partnership pays the General Partner a monthly administrative fee equal to 1/24 of 1% (0.5% per year) of month-end net assets. Month-end Net Assets, for the purpose of calculating administrative fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of redemptions and incentive fees.

The General Partner, on behalf of the Partnership, has entered into management agreements (the ‘‘Management Agreements’’) with each of Winton, Willowbridge, and AAA (each an ‘‘Advisor’’ and collectively, the ‘‘Advisors’’), each of which are registered commodity trading advisors. The Advisors are not affiliated with one another, are not affiliated with the General Partner or CGM, and are not responsible for the organization or operation of the Partnership. The Partnership will pay each Advisor a monthly management fee equal to 1/6 of 1% (2% a year) of month-end Net Assets allocated to each Advisor, except for Winton, which will receive a monthly management fee equal to 1/8 of 1 % (1.5% a year) of month-end Net Assets allocated to the Advisor. Month-end Net Assets, for the purpose of calculating management fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of redemptions and incentive fees. In addition, the Partnership is obligated to pay each Advisor an incentive fee payable quarterly equal to 20% of the New Trading Profits, as defined in the Management Agreements, earned by each Advisor for the Partnership.

The General Partner, on behalf of the Partnership has entered into a customer agreement (the ‘‘Customer Agreement’’) with CGM which provides that the Partnership will pay CGM brokerage commissions at $18 per round turn for futures and forward transactions and $9 per half turn for options. The brokerage commissions are inclusive of floor brokerage. The Partnership will also be allocated brokerage commissions through its investment in the Funds. CGM pays a portion of its brokerage commissions to its financial advisors who have sold Redeemable Units in the Partnership. In addition, the Partnership paid for NFA fees, exchange and clearing fees, give-up and user fees. Brokerage commissions

2

---



will be paid for the life of the Partnership, although the rate at which such fees are paid may be changed. In addition, CGM pays the Partnership interest on 100% of the average daily equity maintained in cash in its account during each month at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days from the date in which such weekly rate is determined. The Customer Agreement gives the Partnership the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

(b)Financial information about industry segments. The Partnership’s business consists of only one segment, speculative trading of commodity interests. The Partnership does not engage in sales of goods or services. The Partnership’s net income (loss) from operations for the years ended December 31, 2007, 2006, 2005, 2004 and 2003 are set forth under ‘‘Item 6.Selected Financial Data.’’ The Partnership’s capital as of December 31, 2007, was $460,405,756.

(c)Narrative description of business.

See Paragraphs (a) and (b) above.

(i) through (xii) - Not applicable.

(xiii) - The Partnership has no employees.

(d)Financial Information About Geographic Areas. The Partnership does not engage in sales of goods or services or own any long lived assets, and therefore this item is not applicable.

(e)Available Information. The Partnership does not have an Internet address. The Partnership will provide paper copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports free of charge upon request.

(f)Reports to Security Holders. Not applicable.

(g)Enforceability of Civil Liabilities Against Foreign Persons. Not applicable.

(h)Smaller Reporting Companies. Not applicable.

Item 1A.Risk Factors

As a result of leverage, small changes in the price of the Partnership’s positions may result in major losses.

The trading of commodity interests is speculative, volatile and involves a high degree of leverage. A small change in the market price of a commodity interest contract can produce major losses for the Partnership.

An investor may lose all of their investment.

Due to the speculative nature of trading commodity interests, an investor could lose all of their investment in the Partnership.

The Partnership will pay substantial fees and expenses regardless of profitability.

Regardless of its trading performance, the Partnership will incur fees and expenses, including brokerage, management and administrative fees. Substantial incentive fees may be paid to one or more of the Advisors even if the Partnership experiences a net loss for the full year.

An investor’s ability to redeem or transfer Redeemable Units is limited.

An investor’s ability to redeem Reedeemable Units is limited and no market exists for the units.

Conflicts of interest exist.

The Partnership is subject to numerous conflicts of interest including those that arise from the facts that:

|   |                                                         
|-- | --------------------------------------------------------
|1. | The General Partner and commodity broker are affiliates;

|   |                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------
|2. | Each of the Advisors, the commodity broker and their principals and affiliates may trade in commodity interests for their own accounts; and

|   |                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------
|3. | Smith Barney financial advisors will receive ongoing compensation for providing services to an investor’s account.

3

---



Investing in units might not provide the desired diversification of an investor’s overall portfolio.

The Partnership will not provide any benefit of diversification of an investor’s overall portfolio unless it is profitable and produces returns that are independent from stock and bond market returns.

Past performance is no assurance of future results.

The Advisors’ trading strategies may not perform as they have performed in the past. The Advisors have from time to time incurred substantial losses in trading on behalf of clients.

An investor’s tax liability may exceed cash distributions.

Investors are taxed on their share of the Partnership’s income, even though the Partnership does not intend to make any distributions.

The General Partner may allocate the Partnership’s assets to undisclosed advisors.

The General Partner at any time may select and allocate the Partnership’s assets to undisclosed commodity trading advisors. Investors may not be advised of such changes in advance. Investors must rely on the ability of the General Partner to select commodity trading advisors and allocate assets among them.

Item 2.Properties.

The Partnership does not own or lease any properties.

Item 3.Legal Proceedings.

This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which CGM 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.

CGM is a New York corporation with its principal place of business at 388 Greenwich Street, New York, New York 10013. CGM is registered as a broker-dealer and futures commission merchant (‘‘FCM’’), and provides futures brokerage and clearing services for institutional and retail participants in the futures markets. CGM and its affiliates also provide investment banking and other financial services for clients worldwide.

There have been no material administrative, civil or criminal actions within the past five years against CGM or any of its individual principals and no such actions are currently pending, except as follows.

Enron

In April 2002, Citigroup and CGM were named as defendants along with, among others, commercial and/or investment banks, certain current and former Enron officers and directors, lawyers and accountants in a putative consolidated class action complaint that was filed in the United States District Court for the Southern District of Texas seeking unspecified damages. The action, brought on behalf of individuals who purchased Enron securities (Newby, et al. v. Enron Corp., et al.(‘‘Newby’’)), alleges violations of Sections 11 and 15 of the Securities Act of 1933, as amended, and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended. Citigroup’s motion to dismiss the complaint was denied in December 2002, and Citigroup filed an answer in January 2003. In May 2003, plaintiffs filed an amended consolidated class action complaint, and Citigroup filed a motion to dismiss in June 2003, which was denied in April 2004.

On June 10, 2005, CGM (along with Citigroup and certain of its subsidiaries) agreed to a settlement inNewby. Under the terms of the settlement, Citigroup will make a pretax payment of $2.01 billion to the settlement class (consisting of all purchasers of all publicly traded equity and debt securities issued by Enron and certain Enron-related entities between September 9, 1997 and December 2, 2001. The Regents of the University of California (theNewbylead plaintiff) approved the settlement on July 20. The Court gave final approval to the settlement on May 24, 2006. The amount to be paid in settlement of this action is covered by existing Citigroup litigation reserves.

4

---



In September 2003, CGM (and Citigroup and various Citigroup-affiliates) were named as defendants in an adversary proceeding,Enron v. Citigroup, et al. (In re Enron Corp., et al.), filed by Enron in its chapter 11 bankruptcy proceedings against entities that purchased Enron bankruptcy claims from Citigroup, seeking to disallow or to subordinate those claims. The case is scheduled for trial beginning April 28, 2008. Additionally, in November 2003, Enron filed an additional adversary action against CGM (and Citibank, N.A.) seeking to recover fees paid to CGM in connection with the proposed Enron-Dynegy merger. Discovery is proceeding in that action.

Additional Actions

Several additional actions, previously identified, had been consolidated or coordinated with theNewbyaction and stayed (except with respect to certain discovery) until the Court’s decision on class certification on July 5, 2006.

Certain entities that had previously filed separate lawsuits against CGM (along with other Citigroup entities) did not opt out of theNewbysettlement. As a result, the following coordinated/consolidated cases that relate to the purchase of Enron-related securities have been dismissed:California Public Employees’ Retirement System v. Bank of America Securities LLC, et al.,Variable Annuity Life Ins. Co. v. Credit Suisse First Boston Corp., et al., andConseco Annuity Assurance Co. v. Citigroup, Inc.

On February 18, 2005, Judge Harmon granted the motion to dismiss of various financial institution defendants (including CGM) inWashington State Investment Board v. Lay, et al.The action had been brought on behalf of purchasers of Enron’s publicly traded debt and equity securities between September 9, 1997 and October 18, 1998.

On April 19, 2005, CGM (along with Citigroup and certain of its subsidiaries) and various financial institution defendants reached an agreement to settle four state court actions brought by various investment funds that had purchased Enron and/or Enron-linked securities. The four cases areOCM Opportunities Fund III, L.P., et al. v. Citigroup Inc., et al.;Pacific Investment Management Co. LLC, et al. v. Citigroup Inc., et al.;AUSA Life Insurance v. Citigroup Inc., et al.; andPrincipal Global Investors v. Citigroup Inc., et al.The amounts paid in settlement of these actions were covered by existing Citigroup litigation reserves.

On June 3, 2005, CGM (along with Citigroup) and various financial institution defendants reached an agreement in principle to settle a state court action (subsequently consolidated withNewby),Retirement Systems of Alabama v. Merrill Lynch, et al., brought by an Alabama public corporation comprising various state employee pension funds that had purchased Enron securities from (among others) CGM. The District Court approved the settlement on July 5, 2005. The amount paid in settlement of this action was covered by existing Citigroup litigation reserves.

On December 7, 2005, Judge Harmon dismissedCity of Montgomery, Alabama Employees’ Retirement System v. Lay, et al.in light of a settlement between plaintiff and CGM (along with Citigroup and certain Credit Suisse First Boston-entities). The action was originally filed in Alabama state court and subsequently coordinated withNewby. The case arose out of plaintiff’s purchase of certain Enron-linked securities allegedly in reliance on CGM and other analyst reports concerning Enron. The amount paid in settlement of this action was covered by existing Citigroup litigation reserves.

On November 4, 2005,Sierra Pacific Resources and Nevada Power v. Citigroup, et al., a federal court case (subsequently coordinated withNewby) naming as defendants CGM (along with Citigroup and Citibank, N.A., and various financial institution defendants) was voluntarily dismissed with prejudice by the plaintiffs. The case had been brought by purchasers of electricity from Enron.

On December 14, 2005,Aksamit, et al. v. UBS PaineWebber, et al., a state court action (subsequently coordinated withNewby) naming CGM and various other financial institutions as defendants, was voluntarily dismissed with prejudice by the plaintiff. The case had been brought on behalf of CGM clients who had purchased Enron securities at various times up until the filing of Enron’s bankruptcy, in reliance on CGM and other analyst reports concerning Enron.

On September 29, 2006, CGM (along with Citigroup and a third-party defendant) filed a partial motion to dismiss inVanguard Balanced Index Fund, et al. v. Citigroup, et al.. The action was filed in Pennsylvania state court in 2003 by certain investment funds, and asserts claims under state securities and common law, arising out of plaintiffs’ purchase of certain Enron-related securities. Vanguard filed opposition papers on November 14, 2006, and the defendants filed their reply on December 1, 2006. The case had been coordinated withNewbyuntil Judge Harmon’s decision on class certification.

5

---



On January 2, 2007, Judge Harmon entered final judgment terminatingRavenswood I, L.L.C., et al. v. Citigroup, Inc., et al.in light of a settlement between plaintiffs and Citigroup (including CGM). The action, asserting state statutory and common law claims, had been filed in federal court in Texas on behalf of successors in interest to certain Enron securities owned by Prudential, and subsequently coordinated withNewby. The amount paid in settlement of this action was covered by existing Citigroup litigation reserves.

On January 18, 2007, Judge Harmon dismissedAmerican National Insurance Co., et al. v. Citigroup Inc., et al. in light of a settlement between plaintiffs and Citigroup (including CGM). The action, asserting state securities and common law claims, had been filed in Texas state court and subsequently coordinated withNewby. The amount paid in settlement of this action was covered by existing Citigroup litigation reserves.

On January 23, 2007, Judge Harmon granted plaintiffs’ motion for leave to amend the complaint inSilvercreek Management Inc. v. Salomon Smith Barney, Inc., a federal securities law and fraud action against CGM (and other defendants) on behalf of several funds that allegedly sustained losses arising out of their investments in Enron securities. The case had been coordinated withNewbyuntil Judge Harmon’s decision on class certification, and is currently stayed (along with other actions that implicate the scope of liability of secondary actors under Section 10(b)of the 1934 Act) in light of the Fifth Circuit’s reversal of Judge Harmon’s class certification decision.

On January 25, 2007, Judge Harmon entered final judgment terminatingPublic Employees Retirement Systems of Ohio v. Fastow, et al.in light of a settlement between plaintiffs and certain financial institution defendants (including CGM). The action, asserting state securities and common law fraud claims, had been filed in Ohio state court on behalf of four Ohio pension funds that purchased Enron securities, and was subsequently coordinated withNewby. The amount paid in settlement of this action was covered by existing Citigroup litigation reserves.

On August 15, 2007, CGM (along with other Citigroup entities and various other financial institutions) filed motions to dismissConnecticut Resources Recovery Authority v. Lay, et al., an action sounding in fraud and breach of fiduciary duty, and arising out of an Enron transaction with a Connecticut state agency. The case had been coordinated withNewbyuntil Judge Harmon’s decision on class certification. Plaintiff filed its opposition on November 9, 2007; Citigroup partially joined a reply submitted by other financial institutions on January 30, 2008, and Citigroup’s individual reply was due on February 29, 2008.

On December 27, 2007, plaintiff moved for leave to amend its complaint inPublic Utility District No. 1 of Snohomish County, Washington v. Citigroup, et al.The case, originally filed in Washington federal court in 2004, arises out of alleged losses caused by Enron’s electricity overcharges to a public utility. It alleges three causes of action sounding in tort against CGM (along with various Citigroup entities and other financial institutions). The action had been coordinated withNewbyuntil Judge Harmon’s decision on class certification. CGM and other defendants filed an opposition on January 28, 2008.

On January 28, 2008, the Fifth Circuit heard oral argument on plaintiffs’ appeal against Judge Harmon’s dismissal of various third-party petitions filed by certain Enron outside directors and Arthur Andersen against CGM (and various other financial institution defendants). The petitions, collectively referred to as theFleming Cases, assert fraud and negligence claims; they were filed in Texas state court and subsequently coordinated withNewby.

CGM (along with Citigroup, Citibank N.A., and various J.P. Morgan Chase-entities) has been named in multiple actions brought by certain bank participants in, as well as ‘‘vulture funds’’ who purchased certain banks’ interests in, two revolving Enron credit facilities and a syndicated letter of credit facility. The cases,Avenue Capital Management II, L.P., et al. v. J.P. Morgan Chase & Co., et al., andDK Acquisition, et al. v. J.P. Morgan Chase, et al., had been coordinated withNewbyuntil Judge Harmon’s decision on class certification. The actions were conditionally transferred to the Southern District of New York on December 10, 2007, and were assigned to Judge Rakoff on February 4, 2008. Defendants filed partial summary judgment motions in all three cases on December 6, 2007. A fourth action,Bayerische Landesbank, et al. v. J.P. Morgan Chase Bank, et al., brought by certain bank participants in the Enron facilities and subsequently coordinated withNewby, was settled on July 31, 2007, and the district court approved the settlement on August 22, 2007. The amount paid in settlement was covered by existing Citigroup litigation reserves.

6

---



On March 26, 2008, Citigroup Inc. issued a press release announcing that it has reached settlement agreements resolving the two largest remaining claims against Citigroup arising out of the collapse of Enron in 2001. Both settlements are fully covered by Citigroup’s existing litigation reserves.

Under the terms of one of the settlement agreements, Citigroup will pay $1.66 billion to Enron and withdraw certain claims in the Enron bankruptcy proceeding. Enron will release all of its claims against Citigroup and certain other parties. Enron will also allow specified Citigroup-related claims in the bankruptcy proceeding, including all of the bankruptcy claims of parties holding approximately $2.4 billion of Enron credit-linked notes (‘‘CLNs’’). Citigroup reached a separate settlement agreement resolving all disputes with the holders of the CLNs, including a suit against Citigroup pending in the Federal District Court in Houston.

The settlements provide that Citigroup denies any wrongdoing and has agreed to the settlements solely to eliminate the uncertainties, burden and expense of further protracted litigation. The Enron settlement agreements must be approved by the bankruptcy court.

Research

On December 23, 2003, Citigroup and CGM moved to dismiss several consolidated putative class actions alleging violations of Sections 10 and 20 of the Securities Act of 1934, as amended, for purportedly issuing research reports without a reasonable basis in fact and allegedly failing to disclose conflicts of interest with companies in connection with CGM’s published investment research regarding AT&T Corp., Winstar Communications, Inc., Rhythms NetConnections, Inc., Level 3 Communications, Inc., XO Communications, Inc. and Williams Communications Group, Inc. On December 30, 2003, Citigroup and CGM filed a motion to dismiss similar claims in connection with CGM’s published investment research regarding Metromedia Fiber Network, Inc. (‘‘MFN’’).

On January 30, 2004, plaintiffs in the Rhythm NetConnections, Inc. action voluntarily dismissed their complaint with prejudice. In December 2004, Judge Lynch granted in part and denied in part Citigroup’s motions to dismiss the Level 3, XO and Williams Actions. Specifically, he dismissed claims arising out of research published before April 18, 2001, all claims related to Level 3 and XO bondholders, and all claims in the Williams Action on behalf of Guided Portfolio Management accountholders. He denied in part Citigroup’s motion to dismiss the AT&T litigation, although he dismissed claims related to AT&T Wireless, AT&T’s wireless affiliate, in their entirety.

Winstar:On January 5, 2005, the Court dismissed the Winstar action in its entirety with prejudice. Plaintiffs have moved for reconsideration, which motion has been denied. The dismissal with prejudice of the Winstar class action is now final.

Metromedia Fiber Networks:On January 6, 2005, the Court granted in part and denied in part the Citigroup-Related Defendants’ motion to dismiss the claims against it in the MFN action. On June 20, 2006, the Court granted plaintiffs’ motion for class certification. On October 6, 2006, the United States Court of Appeals for the Second Circuit accepted an appeal of the class certification order, which appeal was argued on January 30, 2008, and remains pending. Fact discovery has concluded, and expert discovery has been stayed, by agreement of the parties, pending resolution of the appeal.

AT&T, Level 3 Communications, XO Communications and Williams Communications Group:On January 25, 2005, the Citigroup-Related Defendants renewed their motions to dismiss the remaining portions of the AT&T, XO, Level 3 and Williams cases in light of recent Second Circuit authority on loss causation. On February 24, 2005, the judge stayed all discovery in those cases during the pendency of the motion. On May 24, 2005, Citigroup and CGM reached agreements settling all claims in the Level 3 and XO actions for $10.25 million and $9.125 million respectively; on June 8, 2005, the parties reached an agreement to settle all claims in Williams action for $12.5 million. Finally, on September 27, 2005, the Citigroup-Related Defendants agreed to settle all claims in the AT&T action for $74.75 million. The AT&T settlement was finally approved on August 17, 2006. The XO, Level 3 and Williams settlements were finally approved on September 29, 2006. All of the settlements are final and no longer subject to appeal. The amounts paid in settlement of these actions were covered by existing Citigroup litigation reserves.

Focal Communications Corp.:On July 28, 2004, a putative class action by purchasers of Focal Communications Corporation common stock was filed in the United States District Court for the Southern District of New York, asserting claims under Section 10 and Section 20 of the Securities

7

---



Exchange Act of 1934 against Citigroup, CGM and Jack Grubman. On March 15, 2005, the plaintiffs in the Focal action filed a consolidated amended class action complaint; we have moved to dismiss the complaint, and that motion to dismiss was fully briefed on August 10, 2005. The parties have reached an agreement to settle all claims in the Focal class action for $14 million. The settlement was finally approved on March 23, 2007, and is no longer subject to appeal. The amounts paid in settlement of this action were covered by existing Citigroup litigation reserves.

Customer Class Actions:In addition, four putative class actions were filed against Citigroup and certain of its affiliates, including CGM, and certain of their current and former directors, officers and employees, along with other parties, on behalf of persons who maintained accounts with CGM. These actions assert, among other things, common law claims, claims under state statutes, and claims under the Investment Advisers Act of 1940, for allegedly failing to provide objective and unbiased investment research and investment management, seeking, among other things, return of fees and commissions. These four cases wereNorman v. Salomon Smith Barney, Inc.,Rowinski v. Salomon Smith Barney, Inc.,Politzer v. Salomon Smith Barney, Inc.andDisher, et al. v. Citigroup Global Markets, Inc.InNorman, the judge denied our motion to dismiss, class certification was briefed by the parties, and the action was subsequently settled for $50 million, an amount covered by existing litigation reserves. The settlement was finally approved on May 18, 2006, and is no longer subject to appellate review. InRowinski, the judge granted our motion to dismiss. The plaintiff appealed to the Court of Appeals for the Third Circuit, which affirmed the decision. ThePolitzercase was dismissed by the judge – a decision that was affirmed by the Ninth Circuit Court of Appeals, and that the United States Supreme Court declined to review.

InDisher, the Seventh Circuit Court of Appeals reversed the district court’s decision to remand the case to state court, and directed the district court to dismiss the case as preempted. The United States Supreme Court vacated the Seventh Circuit’s decision, and remanded the case to the Seventh Circuit in light of the Supreme Court’s decision inKircher v. Putnam Funds Trust. On January 22, 2007, the Seventh Circuit dismissed Citigroup’s appeal. On February 1, 2007, plaintiffs secured an order reopening this case in Illinois state court, and on February 16, Citigroup removed the reopened action to federal court. On May 3, 2007, the District Court remanded the action to Illinois state court, and on June 13, 2007, Citigroup moved in state court to dismiss the action. That motion remains pending.

WorldCom

On May 10, 2004, the Company, through its parent, Citigroup, announced that it had agreed to settle all claims against it inIn Re WorldCom, Inc. Securities Litigation, a class action brought on behalf of certain investors in WorldCom Securities. Under the terms of the settlement, Citigroup will make a payment of $2.575 billion to the settlement class. Citigroup reached this settlement agreement without admitting any wrongdoing or liability, and the agreement reflects that Citigroup denies that it or its subsidiaries committed any act or omission giving rise to any liability and/or violation of the law. On November 7, 2004, the United States District Court for the Southern District of New York approved the class settlement. The settlement became final in March 2006 and settlement funds have been released to the plaintiffs.

Pursuant to an order dated May 28, 2003, more than 110 individual actions asserting claims against Citigroup and/or CGM based on its research and/or underwriting of WorldCom securities have been consolidated withIn re WorldCom, Inc. Securities Litigation. The United States Court of Appeals for the Second Circuit has affirmed the orders of the United States District Court for the Southern District of New York denying plaintiffs’ motions to remand to state court a large group of these WorldCom-related actions. On September 13, 2004, plaintiffs filed a petition for a writ of certiorari to the United States Supreme Court seeking review of the Second Circuit’s ruling, which was denied.

Numerous other actions asserting claims against CGM in connection with its research reports about WorldCom and/or its role as an investment banker for WorldCom are pending in other federal and state courts. These actions have been remanded to various state courts, are pending in other federal courts, or have been conditionally transferred to the United States District Court for the Southern District of New York to be consolidated with the class action. As of December 31, 2007, one WorldCom individual action remains pending, in Texas state court. The balance of the individual actions have been settled or dismissed by court order. The settlements of those actions, some of which are discussed below, are covered by existing litigation reserves. Plaintiffs have appealed the dismissal of one of those actions, which appeal has been fully briefed in the United States Court of Appeals for the Second Circuit.

On September 17, 2004,Weinstein, et al. v. Ebbers, et al., a putative class action against CGM and others brought on behalf of holders of WorldCom securities asserting claims based on, among other

8

---



things, CGM’s research reports concerning WorldCom, was dismissed with prejudice in its entirety by the United States District Court for the Southern District of New York. The plaintiffs noticed an appeal of the dismissal to the United States Court of Appeals for the Second Circuit on October 15, 2004. The parties have reached an agreement in principle on the terms of a settlement of this action, and the appeal has been dismissed.

On September 30, 2004, Citigroup and CGM, along with a number of other defendants, settledRetirement Systems of Alabama, et al. v. J.P. Morgan Chase, et al., a WorldCom individual action that had been remanded to the Circuit Court of Montgomery County, Alabama. On June 22, 2005, Citigroup and CGM, along with other financial institution defendants, entered into a settlement agreement inPublic Employees’ Retirement System of Ohiov.Ebbers, et al. Citigroup’s share of the settlement was $40 million. On August 5, 2005, Citigroup and CGM, along with other financial institution defendants, entered into a settlement agreement in one of these actions,New York City Employees’ Retirement Systemv.Ebbers, et al., Citigroup’s share of the settlement was $35.557 million. The amounts paid in settlement of these actions were covered by existing Citigroup litigation reserves.

On October 27, 2005, Citigroup and CGM, along with all other defendants, including financial institution defendants, entered into a settlement agreement resolving all claims against the Citigroup-related defendants in 32 individual actions filed on behalf of 70 institutional plaintiffs that have opted out of the WorldCom class action settlement, all of which were brought by Lerach, Coughlin, Stoia, Geller, Rudman & Robbins LLP. Plaintiffs in these actions asserted claims under federal and state law in connection with the Citigroup-related defendants’ research coverage and underwriting of WorldCom securities. Citigroup’s share of the settlement was $249.9 million. The amount paid in settlement of these actions was covered by existing Citigroup litigation reserves.

A FINRA (formerly NASD) arbitration hearing was held inSturm, et al. v. Citigroup, et al.,from September 12 through October 3, 2005. Claimants alleged research analyst conflicts of interest related to SSB research coverage of WorldCom, and brought common law claims, including fraud claims, against Citigroup and CGM. Claimants sought $901 million in compensatory damages, in addition to punitive damages. On November 28, 2005, the arbitration panel denied all of claimants’ claims in their entirety, with prejudice. On February 21, 2006, Claimants filed a motion to vacate the arbitration result. On April 14, 2006, the same Claimants filed another FINRA arbitration proceeding arising out of their investments in Level 3 Communications, Inc. On September 20, 2006, the Citigroup-related Respondents executed an agreement with the Sturms to settle all outstanding matters.

In addition to the court suits, actions asserting claims against CGM relating to its WorldCom research reports are pending in numerous arbitrations around the country. These actions assert claims that are substantially similar to the claims asserted in the class action.

On June 28, 2004, the United States District Court for the Southern District of New York dismissed all claims under the Securities Act of 1933 and certain claims under the Securities Exchange Act of 1934 inIn Re TARGETS Securities Litigation, a putative class action against Citigroup and CGM and certain former employees, leaving only claims under the 1934 Act for purchases of Targeted Growth Enhanced Terms Securities (‘‘TARGETS’’) with respect to the common stock of MCI WorldCom, Inc. after July 30, 1999. On October 20, 2004, the parties signed a Memorandum of Understanding setting forth the terms of a settlement of all remaining claims in this action. The settlement was preliminarily approved by the Court on January 11, 2005, and finally approved on April 22, 2005. The amount paid in settlement of this action was covered by existing Citigroup litigation reserves.

Global Crossing

On or about January 28, 2003, lead plaintiff in a consolidated putative class action in the United States District Court for the Southern District of New York (In re Global Crossing Ltd. Securities Litigation) filed a consolidated complaint on behalf of purchasers of the securities of Global Crossing and Asia Global Crossing, which names as defendants, among others, Citigroup, CGM, CGMHI and certain executive officers and current and former employees. The putative class action complaint asserts claims against these Citigroup defendants under (i) Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended, and Section 14(a) of the Securities Exchange Act of 1934, as amended and Rule 14A-9A promulgated thereunder, in connection with certain offerings in which CGM served as underwriter and in connection with certain transactions in which CGM issued fairness opinions, and (ii) Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated hereunder, alleging that they disseminated misleading research reports concerning Global Crossing and Asia Global

9

---



Crossing. The Citigroup-related defendants have moved to dismiss these claims. Judge Lynch largely denied the motion to dismiss the Section 11 claims against the underwriters.

In March 2005, while the motion to dismiss was pending, the plaintiffs and the Citigroup-related defendants reached a settlement of all claims against the Citigroup-related defendants, including both research and underwriting claims, and including claims concerning losses in both Global Crossing and Asia Global Crossing, for a total of $75 million. The Court granted preliminary approval of the settlement on March 8, 2005, and on July 8, 2005, granted final approval and rejected all objections to the settlement.

Citigroup has also been named as a defendant in two proceedings brought by the Global Crossing Estate Representative on or about January 27, 2004 in the United States Bankruptcy Court for the Southern District of New York. First the Estate Representative filed an adversary proceeding asserting claims against, among others, Citigroup, CGM and certain executive officers and current and former employees, asserting claims under federal bankruptcy law and common law in connection with CGM’s research reports about Global Crossing and for its role as an underwriter in Global Crossing offerings. The Citigroup-Related Defendants moved to dismiss the former action on June 26, 2004, and settled it on September 12, 2005 for $27.5 million. The amount paid in settlement of this action was covered by existing Citigroup litigation reserves. The Estate Representative also filed an adversary proceeding against Citigroup and several other financial institutions seeking to rescind the payment of a $1 billion loan made to a subsidiary of Global Crossing. The Citigroup-related defendants moved to dismiss the latter on May 28, 2004, which motion is still pending.

Adelphia Communications Corporation

On July 6, 2003, the Official Committee of Unsecured Creditors on behalf of Adelphia Communications Corporation filed an adversary proceeding against certain lenders and investment banks, including CGM, Citibank, N.A., Citicorp USA, Inc. and Citigroup Financial Products, Inc. (together, the Citigroup Parties). The complaint alleges that the Citigroup Parties and numerous other defendants committed acts in violation of the Bank Holding Company Act and the common law. The complaints seek equitable relief and an unspecified amount of compensatory and punitive damages. In November 2003, a similar adversary proceeding was filed by the Equity Holders Committee of Adelphia. In June 2004, motions to dismiss were filed with respect to the complaints of the two committees. Those motions were decided by the bankruptcy court, and were granted in part and denied in part. The bankruptcy court’s ruling was, in part, reviewed by the district court. The Adelphia Recovery Trust, which has replaced the committees as the plaintiff in the action, has filed an amended complaint on behalf of the Adelphia Estate, consolidating the two prior complaints; motions to dismiss the amended complaint and answers have been filed.

In addition, CGM was among the underwriters named in civil actions brought by investors in Adelphia debt securities in connection with Adelphia securities offerings between September 1997 and October 2001. Following settlements of the class action (which is pending appeal) and other individual actions, two cases remain outstanding. The Second Circuit is considering whether the plaintiff in one has proper standing to sue. In September 2007, motions to dismiss in the other case were granted in part and denied in part.

IPO Allocation Cases

On November 3, 2003, the United States District Court for the Southern District of New York granted CGM’s motion to dismiss the consolidated amended complaint asserting violations of certain federal and state antitrust laws in connection with the allocation of shares in initial public offerings when acting as underwriters. Plaintiffs appealed that decision to the Court of Appeals for the Second Circuit. On September 28, 2005, the Court of Appeals vacated the district court’s order dismissing these actions and remanded for further proceedings. On December 7, 2006, the United States Supreme Court granted ceriorari review of the Second Circuit’s opinion. On June 18, 2007, the United States Supreme Court ruled that the securities law precludes application of the antitrust laws to the claims asserted by plaintiffs, effectively terminating the litigation.

In the securities cases, which are pending before Judge Scheindlin of the Southern District, plaintiffs seek damages against numerous underwriters for alleged violations of the Securities and Exchange Acts of 1933 and 1934 in connection with more than 300 initial public offerings. Plaintiffs allege that the underwriters had a practice to allocate shares in IPOs only to those persons or entities that agreed to purchase shares in the aftermarket at increasing prices, which, they claim, led to inflated secondary market

10

---



pricing. They further make allegations about analyst conflicts of interest and allege that, because of the aforementioned practice, the underwriters received compensation that was not disclosed in the relevant offering memoranda. Judge Scheindlin recently certified a class and discovery on the merits is ongoing. On June 30, 2005, the United States Court of Appeals for the Second Circuit entered an order agreeing to review the district court’s order granting plaintiffs’ motion for class certification. On December 5, 2006, the Second Circuit reversed Judge Scheindlin’s class certification order. The plaintiffs filed a petition for rehearing in January 2007. On April 6, 2007, the Second Circuit panel that reversed the district court’s class certification decision denied plaintiff’s petition for rehearing, and on May 18, 2007, the Second Circuit denied plaintiffs’ petition for rehearing en banc. On August 14, 2007, plaintiffs filed amended complaints in the six focus cases as well as amended master allegations for all cases in the coordinated proceedings. On September 27, 2007, plaintiffs filed a motion to certify new classes in the six focus cases. Defendants moved to dismiss the amended pleadings in November 2007 and filed an opposition to the new motion for class certification in December 2007.

Mutual Funds

CGM has been named in several class actions and derivative litigations pending in various Federal District Courts arising out of alleged violations of the federal securities laws, including the Investment Company Act, and common law (including breach of fiduciary duty and unjust enrichment). The claims concern practices in connection with the sale of mutual funds, including allegations involving market timing, revenue sharing, incentive payments for the sale of proprietary funds, undisclosed breakpoint discounts for the sale of certain classes of funds, inappropriate share class recommendations and inappropriate fund investments. The litigations involving market timing have been consolidated under the Multi District rules in the United States District Court for the District of Maryland (the ‘‘MDL action’’), and the litigations involving revenue sharing, incentive payment and other issues are pending in the United States District Court for the Southern District of New York. The plaintiffs in these litigations generally seek unspecified compensatory damages, recessionary damages, injunctive relief, costs and fees. In the principal cases concerning revenue sharing, incentive payment and other issues, the lead plaintiff filed a consolidated and amended complaint on December 15, 2004. Citi moved to dismiss the claims and the motion was granted. An appeal is pending and will be fully briefed by April 15, 2008. Several derivative actions and class actions were also dismissed against Citigroup defendants in the MDL action (and we expect that additional actions will be dismissed on similar grounds).

In May 2007, CGM finalized its settlement agreement with the NYSE and the New Jersey Bureau of Securities on the matter related to its market-timing practices prior to September 2003.

Subprime-Mortgage-Related Litigation

Citigroup, along with numerous others, has also been named as a defendant in several lawsuits by shareholders of entities that originated subprime mortgages, and for which CGM underwrote securities offerings. These actions assert that CGM violated Sections 11, 12, and 15 of the Securities Act of 1933, as amended, arising out of allegedly false and misleading statements contained in the registration statements and prospectuses issued in connection with those offerings. Specifically, CGM has been named as a defendant in (i) two putative class action lawsuits brought by shareholders of American Home Mortgage Investment Corp., pending in the United States District Court for the Eastern District of New York; and (ii) three putative class action lawsuits brought by shareholders of Countrywide Financial Corp. and its affiliates, pending in the United States District Court for the Central District of California. Citigroup has not yet responded to the complaints in these actions. A motion to remand to California state court has been filed in one of the Countrywide-related actions.

In the course of its business, CGM, as a major FCM and broker-dealer, is a party to various claims and routine regulatory investigations and proceedings that the General Partner believes do not have a material effect on the business of CGM.

Item 4.Submission of Matters to a Vote of Security Holders.

There were no matters submitted to the security holders for a vote during the fourth quarter of the fiscal year covered by this report.

11

---



PART II

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

(a)Market Information. The Partnership has issued no stock. There is no public market for the Redeemable Units.

(b)Holders. The number of holders of Redeemable Units of Partnership Interest as of December 31, 2007, was 3,808.

(c)Dividends. The Partnership did not declare a distribution in 2007 or 2006.

(d)Use of Proceeds. For the twelve months ended December 31, 2007, there were additional sales of 75,753.5122 Redeemable Units totaling $144,306,000. For the twelve months ended December 31, 2006, there were additional sales of 73,406.7283 Redeemable Units totaling $127,571,000. For the twelve months ended December 31, 2005, there were additional sales of 36,756.0254 Redeemable Units totaling $55,421,000.

Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, options, swaps and forward contracts.

(e)Securities Authorized for Issuance Under Equity Compensation Plans. None

Item 6.Selected Financial Data.

Net realized and unrealized trading gains (losses), interest income, net income (loss) and increase (decrease) in Net Asset Value per Unit for the years ended December 31, 2007, 2006, 2005, 2004 and 2003 and total assets at December 31, 2007, 2006, 2005, 2004 and 2003 were as follows:

2007


2006


2005


2004


2003Net realized and unrealized trading gains (losses) and investments in partnerships net of brokerage commissions (including clearing fees) of $5,391,575, $5,182,638, $3,620,999, $2,178,028, and $1,912,993, respectively



$
79,227,173




$
39,231,335




$
35,114,404




$
29,415,064




$
(3,029,947
)Interest income




1,103,241





634,289





693,141





693,186





479,341$
80,330,414




$
39,865,624




$
35,807,545




$
30,108,250




$
(2,550,606
)Net income (loss)



$
63,393,428




$
29,048,211




$
23,623,197




$
23,775,680




$
(5,512,979
)Increase (decrease) in Net Asset Value per Unit



$
304.80




$
216.46




$
243.00




$
268.14




$
(60.63
)Total assets



$
469,271,467




$
313,156,339




$
174,986,555




$
123,302,029




$
91,801,583


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

Overview

The Partnership directly and through its investment in the Funds, seeks to achieve substantial capital appreciation through speculative trading, directly or indirectly, in U.S. and international markets for currencies, interest rates, stock indices, agricultural and energy products and precious and base metals. The Partnership may employ futures, options on futures, and forward contracts in those markets. The Partnership may also enter into swap transactions relating to the value of crude oil and other energy related products.

The General Partner manages all business of the Partnership. The General Partner has delegated its responsibility for the investment of the Partnership’s capital to AAA, Willowbridge, and Winton. The General Partner employs a team of approximately 20 professionals whose primary emphasis is on

12

---



attempting to maintain quality control among the Advisors to the partnerships operated or managed by the General Partner. A full-time staff of due diligence professionals use proprietary technology and on-site evaluations to monitor new and existing futures money managers. The accounting and operations staff provide processing of trading activity and reporting to limited partners and regulatory authorities. In selecting the Advisors for the Partnership, the General Partner considered past performance, trading style, volatility of markets traded and fee requirements.

Responsibilities of the General Partner include:

|  |                                            
|- | -------------------------------------------
|• | due diligence examinations of the Advisors;

|  |                                                        
|- | -------------------------------------------------------
|• | selection, appointment and termination of the Advisors;

|  |                                              
|- | ---------------------------------------------
|• | negotiation of the Management Agreements; and

|  |                                         
|- | ----------------------------------------
|• | monitoring the activity of the Advisors.

In addition, the General Partner prepares the books and records and provides the administrative and compliance services that are required by law or regulation from time to time in connection with operation of the Partnership/Funds. These services include the preparation of required books and records and reports to limited partners, government agencies and regulators; computation of net asset value; calculation of fees; effecting subscriptions, redemptions and limited partner communications; and preparation of offering documents and sales literature.

The General Partner shall seek the best prices and services available in its commodity futures brokerage transactions. The General Partner reviews at least annually, the brokerage rates charged to commodity pools similar to the Partnership to determine that the brokerage commission the Partnership pays is competitive with other rates.

The programs traded by each Advisor on behalf of the Partnership are: AAA – Energy Program – Futures and Swaps; Willowbridge – Argo and Vulcan Trading Systems; and Winton – Diversified Program. As of December 31, 2007, the Partnership’s assets were allocated among the trading Advisors in the following approximate percentages: AAA, 35%, Willowbridge, 27%, and Winton, 38%.

AAA Capital Management Advisors, Ltd.

The portion of the Partnership’s assets that are currently allocated to AAA for trading are not invested in commodity interests directly. AAA’s allocation of the Partnership’s assets is currently invested in AAA Master. AAA trades AAA Master’s, and thereby the Partnership’s, assets in accordance with its Energy Program – Futures and Swaps.

AAA Master currently trades energy futures contracts and options on energy futures contracts on domestic and international exchanges, as well as the Goldman Sachs Commodity Index (an index future comprised of energy and other products) traded on the Chicago Mercantile Exchange. AAA Master also currently engages in swap transactions involving crude oil and other energy related products. References herein to energy and energy related products include all of the foregoing.

AAA generally bases its trading decisions on ‘‘fundamental’’ factors, namely supply and demand for a particular group or type of commodity. AAA attempts to buy undervalued commodities and sell overvalued commodities, often but not always simultaneously. AAA uses options to attempt either to reduce or define risks.

AAA is aware of price trends but does not trade upon trends. AAA often takes profits in positions with specific trends even though that trend may still be intact or perhaps even strong. AAA occasionally establishes positions that are countertrend.

Effective risk management is a crucial aspect of AAA’s trading program. Account size, expectation, volatility of the market traded and the nature of other positions taken are all factors in determining the amount of equity committed to each trade. AAA Master is AAA’s largest account.

13

---



Willowbridge Associates, Inc.

The portion of the Partnership’s assets that are currently allocated to Willowbridge for trading are not invested in commodity interests directly. A portion of Willowbridge’s allocation of the Partnership’s assets is currently invested in the Willowbridge Master.

Willowbridge trades the Partnership’s assets allocated to it in accordance with its Select Investment Program, whereby the General Partner determined the initial allocation of the Partnership’s assets among one or more of Willowbridge’s strategies and may determine subsequent reallocations (if any). Of the Partnership’s assets allocated to Willowbridge, 23% is currently traded using the Vulcan Trading System (‘‘Vulcan’’) and 77% is currently traded using the Argo Trading System (‘‘Argo’’), each of which is described below.

For each of these systems, risk is managed on a market by market level as well as on an overall portfolio level. On the market level, risk is managed primarily by utilizing proprietary volatility filters. When these filters detect a certain excessive level of volatility in the markets traded, they will signal that the systems should no longer be trading in the markets in which the filters have detected excessive volatility. In this way, the systems do not participate in markets in which there are extremes in market action. On the portfolio level, risk is managed by utilizing a proprietary portfolio cutback rule. When cumulative profits have reached a certain level, this rule determines that positions should be halved across the entire portfolio. In this way, risk is reduced while allowing the systems to continue to participate in the markets, albeit at a reduced level. After the portfolio has been traded at half, the portfolio cutback rule will then determine when to increase positions to again trade at the full level.

Vulcan, which commenced trading in 1988, is a computerized technical trading system. It is not a trend-following system, but does ride a trend when the opportunity arises. Vulcan uses the concepts of pattern recognition, support/resistance levels, and counter-trend liquidations (as defined below) in making trading decisions. In effect, Vulcan is more akin to a systematic technical charting system, as opposed to most computer systems which are based on pure trend-following calculations.

Vulcan is based on general technical trading principles. It applies these principles to a diversified portfolio of commodities and currencies. Given that the system is based on general principles, the system parameters used are the same for all items in the portfolio and are not optimized. In this manner, the Vulcan minimizes the problem of data-fitting.

Argo commenced trading in 1988. Argo essentially incorporates Vulcan’s concepts of pattern recognition, support/resistance levels and counter-trend liquidations (as defined below) to trade a portfolio similar to Vulcan. However, Argo has a relatively slower time horizon than Vulcan and attempts to capture longer-term price moves.

Pattern recognition, support/resistance levels and counter-trend liquidations are defined as follows:

Pattern recognition is the ability to identify patterns that appear to have acted as precursors of price advances or declines in the past.

A support level is a previous low--a price level under the current market price at which point buying interest is expected to be sufficiently strong to overcome selling pressure.

A resistance level is a previous high--a price level over the current market price at which point selling pressure is expected to overcome buying pressure and a price advance is expected to be turned back.

A counter-trend liquidation is the closing out of a position after a significant price move on the assumption that the market is due for a correction.

Winton Capital Management Limited

The portion of the Partnership’s assets that are currently allocated to Winton for trading are not invested in commodity interests directly. Winton’s allocation of the Partnership’s assets is currently invested in Winton Master. Winton trades its Diversified Program on behalf of Winton Master. The Diversified Program trades approximately 95 futures and forward contracts on U.S. and non-U.S. exchanges and markets.

14

---



Winton employs a fully computerized, technical, trend-following trading system developed by its principals. This system tracks the daily price movements from these markets around the world, and carries out certain computations to determine each day how long or short the portfolio should be in an attempt to maximize profit within a certain range of risk. If rising prices in a particular market are anticipated, a long position will be established in that market; if prices in a particular market are expected to fall, a short position in that market will be established.

Technical analysis refers to analysis based on data intrinsic to a market, such as price and volume. In contrast, fundamental analysis relies on factors external to a market, such as supply and demand. The Winton Program employs no fundamental factors.

A trend-following system is one that attempts to take advantage of the observable tendency of the markets to trend, and to tend to make exaggerated movements in both upward and downward directions as a result of such trends. These exaggerated movements are largely explained as a result of the influence of crowd psychology or the ‘‘herd instinct’’ among market participants.

A trend-following system does not anticipate a trend. In fact, trend-following systems are frequently unprofitable for long periods of time in particular markets or market groups, and occasionally they are unprofitable for periods of more than a year. However, the principals believe that such an approach will, in the long term, be profitable.

Trade selection is not subject to intervention by Winton’s principals and therefore is not subject to the influences of individual judgment. As a mechanical trading system, the Winton model embodies all the expert knowledge required to analyze market data and direct trades, thus eliminating the risk of basing a trading program on one indispensable person. Equally as important is the fact that mechanical systems can be tested in simulation for long periods of time and the model’s empirical characteristics can be measured.

The system’s output is rigorously adhered to in trading the portfolio and intentionally no importance is given to any external or fundamental factors. While it may be seen as unwise to ignore information of obvious value, such as that pertaining to political or economic developments, Winton believes that the disadvantage of this approach is far outweighed by the advantage of the discipline that rigorous adherence to such a system instills. Winton believes that significant profits may be realized by the Winton system by holding on to positions for much longer than conventional wisdom would dictate. Winton believes that a trader who pays attention to day-to-day events could be distracted from the chance of fully capitalizing on such trends.

The Winton system trades in all liquid U.S. and non-U.S. futures and forward contracts. Forward markets include major currencies and precious and base metals, the latter two categories being traded on the London Metal Exchange. Winton seeks out new opportunities to add additional markets to the portfolio, with the goal of increasing the portfolio’s diversification.

Winton believes that taking positions in a variety of unrelated markets will, over time, decrease system volatility. By employing a sophisticated and systematic method for placing orders in a wide array of markets, Winton believes that profits can be realized over time.

No assurance is given that Winton’s trading program will be profitable or that it will not experience losses.

(a)Liquidity.

The Partnership does not engage in sales of goods or services. Its only assets are its (i) equity in its commodity futures trading account, consisting of cash and cash equivalents, net unrealized appreciation on open futures contracts and interest receivable, (ii) its investments in other partnerships and (iii) its distribution receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. Such substantial losses could lead to a material loss in liquidity.

The performance for the years ended December 31, 2007 and 2006 is discussed in (c) Results of Operations.

15

---



To minimize this risk relating to low margin deposits, the Partnership and Funds follow certain trading policies, including:

|    |                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i) | The Partnership and Funds invest their assets only in commodity interests that the Advisors believe are traded in sufficient volume to permit ease of taking and liquidating positions. Sufficient volume, in this context, refers to a level of liquidity that the Advisors believe will permit it to enter and exit trades without noticeably moving the market.

|     |                                                                                                                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii) | An Advisor will not initiate additional positions in any commodity if these positions would result in aggregate positions requiring a margin of more than 66 2/3% of the Partnership’s net assets allocated to that Advisor.

|      |                                                                                                                                                                                                                                                                          
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iii) | The Partnership and Funds may occasionally accept delivery of a commodity. Unless such delivery is disposed of promptly by retendering the warehouse receipt representing the delivery to the appropriate clearinghouse, the physical commodity position is fully hedged.

|     |                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(iv) | The Partnership and Funds do not employ the trading technique commonly known as ‘‘pyramiding’’, in which the speculator uses unrealized profits on existing positions as margin for the purchases or sale of additional positions in the same or related commodities.

|    |                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------
|(v) | The Partnership and Funds do not utilize borrowings except short-term borrowings if the Partnership takes delivery of any cash commodities.

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(vi) | The Advisors may, from time to time, employ trading strategies such as spreads or straddles on behalf of the Partnership. The term ‘‘spread’’ or ‘‘straddle’’ describes a commodity futures trading strategy involving the simultaneous buying and selling of futures contracts on the same commodity but involving different delivery dates or markets and in which the trader expects to earn a profit from a widening or narrowing of the difference between the prices of the two contracts.

|      |                                                                                                                                                                                                                                                                                             
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(vii) | The Partnership will not permit the churning of its commodity trading account. The term ‘‘churning’’ refers to the practice of entering and exiting trades with a frequency unwarranted by legitimate efforts to profit from the trades, driven by the desire to generate commission income.

In the normal course of business, the Partnership and the Funds are party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments include forwards, futures, options and swaps, whose values are based upon an underlying asset, index or reference rate, and generally represent future commitments to exchange currencies or cash flows, or to purchase or sell other financial instruments at specified terms at specified future dates, or, in the case of derivative commodity interests, 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 or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards, swaps and certain options. Each of these instruments is subject to various risks similar to those relating 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.

Market risk is the potential for changes in the value of the financial instruments traded by the Partnership and 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.

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. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as counterparty to the transactions. The Partnership’s/Funds’ risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Partnership/Funds have credit risk and concentration risk because the sole counterparty or broker with respect to the Partnership’s/Funds’ assets is CGM.

16

---



The General Partner/managing member monitors and controls 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 are subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions. (See also ‘‘Item 8.Financial Statements and Supplementary Data’’ for further information on financial instrument risk included in the notes to financial statements.)

Other than the risks inherent in commodity futures and swaps trading, the Partnership knows of no trends, demands, commitments, events or uncertainties which will result in or which are reasonably likely to result in the Partnership’s liquidity increasing or decreasing in any material way. The Limited Partnership Agreement provides that the General Partner may, in its discretion, cause the Partnership to cease trading operations and liquidate all open positions under certain circumstances including a decrease in Net Asset Value per Redeemable Unit to less than $400 as of the close of business on any business day.

(b)Capital Resources.

(i)    The Partnership has made no material commitments for capital expenditures.

(ii)    The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any. Gains or losses on trading cannot be predicted. Market moves in commodities are dependent upon fundamental and technical factors which the Advisors may or may not be able to identify, such as changing supply and demand relationships, weather, government agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. Partnership expenses consist of, among other things, commissions, advisory fees and administrative fees. The level of these expenses is dependent upon the level of trading and the ability of the Advisors to identify and take advantage of price movements in the commodity markets, in addition to the level of Net Assets maintained. In addition, the amount of interest income payable by CGM is dependent upon interest rates over which the Partnership has no control.

The Partnership continues to offer Redeemable Units at the Net Asset Value per Redeemable Unit of Limited Partnership Interest as of the end of each month. For the year ended December 31, 2007, there were additional sales of 75,753.5122 Units totaling $144,306,000. For the year ended December 31, 2006, there were additional sales of 73,406.7283 Units totaling $127,571,000. For the year ended December 31, 2005, there were additional sales of 36,756.0254 Units totaling $55,421,000.

No forecast can be made as to the level of redemptions in any given period. A limited partner may require the Partnership to redeem their Redeemable Units at their Net Asset Value as of the last day of a month on 10 business days notice to the General Partner. For the year ended December 31, 2007, 28,154.4589 Redeemable Units were redeemed totaling $54,941,617 and 436.3952 General Partner Units were redeemed totaling $750,133. For the year ended December 31, 2006, 11,697.4428 Redeemable Units were redeemed totaling $20,663,455. For the year ended December 31, 2005, 16,546.8045 Redeemable Units were redeemed totaling $25,385,699.

Redeemable Units of Limited Partnership Interest were sold to persons and entities who are accredited investors as that term is defined in rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the ‘‘Securities Act’’), as well as to those persons who are not accredited investors but who have either a net worth (exclusive of home, furnishings and automobile) either individually or jointly with the investor’s spouse of at least three times their investment in the Partnership (the minimum investment for which was $25,000) or gross income for the two previous years and projected gross income for the current fiscal year of not less than three times their investment in the Partnership for each year.

(c)Results of Operations.

For the year ended December 31, 2007 the Net Asset Value per Redeemable Unit increased 16.7% from $1,827.79 to $2,132.59. For the year ended December 31, 2006 the Net Asset Value per Redeemable

17

---



Unit increased 13.4% from $1,611.33 to $1,827.79. For the year ended December 31, 2005 the Net Asset Value per Redeemable Unit increased 17.8% from $1,368.33 to $1,611.33.

The Partnership experienced net trading gains of $84,618,748 before commissions and expenses in 2007. Gains were primarily attributable to the Partnership’s/Funds’ trading of currencies, energy, grains, U.S. and non-U.S. interest rates, livestock and lumber and were primarily offset by losses recognized in metals, softs and indices.

In 2007, the Partnership profited from macro-economic developments that stimulated volatility and asset price trends of a favorable duration to the underlying Advisors’ trading strategies. Negative developments in the U.S. mortgage markets and the increasing probability of recession resonated throughout the capital and commodity markets. A surge in volatility in the global equity markets in February was driven by a tumble in Chinese stock valuations that curbed sentiment for global risk assets and sparked a material sell-off in global stock prices. The year would go on to be highlighted by two additional measurable equity market corrections in the summer and fall. By mid-summer, dislocations in U.S. asset-backed and mortgage-backed credit markets emerged as the central focal point of global capital markets shifted. The ensuing re-pricing of credit risk resulted in a flight-to-quality driven rally in prices of sovereign debt, especially in the U.S. Treasury markets as the Federal Open Market Committee acted rapidly to stem the negative implications for growth. As a result of the series of rate cuts and negative economic data, the U.S. dollar became less attractive and weakened materially against most major currencies during the latter part of the year. Commodity markets continued to signal inflation, further clouding the economic landscape, as global demand for most food and raw materials continued to be robust. Prices moved rather erratically at times.

Gains were also generated by substantially rising oil prices, which reached all-time contract highs due to robust global demand, ongoing geopolitical concerns and increased speculative participation in the commodity. Profits were realized in fixed income trading as turbulence in asset backed credit markets became a catalyst for significant directional moves in yields and strong bias towards price rallies across Treasury curves. The Fund also benefited from persistent trends in the currency sector, notably in Japanese Yen, New Zealand Dollar and British Pounds.

Trading gains were offset slightly by losses related to trading in metals and soft commodities. Sporadic rallies in the U.S. dollar negatively impacted positions in certain precious metals, which tend to demonstrate inverse price movements. Prices of industrial metals also moved erratically during most of the year, mainly due to fluctuating estimates of Chinese and emerging market economic growth resulting in unfavorable price action for the Advisors. Losses were also experienced in trading soft commodities such as coffee and cocoa. Excess exports from growers in Africa and Indonesia in the month of August resulted in a surprising fall in process driven by increased supply.

The Partnership experienced net trading gains of $44,413,973 before commissions and expenses in 2006. Gains were primarily attributable to the Partnership’s/Funds’ trading of currencies, energy, metals, softs, indices, and U.S. interest rates and were partially offset by losses recognized in grains, livestock, lumber and non-U.S. interest rates.

Trading results for the year 2006 was characterized by a number of major price trend reversals in both financial and commodity markets. Profits were earned early in the year as directional trends emerged. However, these trends did not last and major price corrections occurred in May, most notably in metals and equity indices. The Advisors successfully navigated through a difficult trading environment in the summer, and benefited from the optimistic market conditions toward the end of the year. Gains were primarily attributable to trading in energy, metals, and equity indices and were partially offset by losses recognized in trading interest rates and agricultural commodities.

Gains were realized in the energy sector as discretionary trading in natural gas secured profits on deteriorating fundamentals. In metals markets, both precious metals and based metals rallied strongly early on as demand from emerging markets continued to soar. Metals prices reached unsustainable levels in May and tumbled amid concerns that rising interest rates may slow demand. Gains were earned in metals, as the Advisors were able to capture the upward trend in prices while minimizing losses during the correction. The Partnership was also well positioned to capitalize on rising global equity valuations supported by lowered oil prices and increased optimism over economic growth.

18

---



Partially offsetting gains were losses in agricultural commodities as alternating meteorological conditions between drought and rainfall contributed to irregular price developments.

The Partnership experienced net trading gains of $38,735,403 before commissions and expenses in 2005. Gains were primarily attributable to the Partnership’s/Funds’ trading of energy, metals and indices and were partially offset by losses recognized in currencies, grains, U.S. and non-U.S. interest rates, livestock and softs.

In the General Partner’s opinion, the Partnership’s Advisors continue to employ trading methods consistent with the objectives of the Partnership/Funds. The General Partner/Managing Member monitors the Advisors’ performance on a daily, weekly, monthly and annual basis to assure these objectives are met.

It should be noted that 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 and the Partnership depends on the Advisors’ ability to forecast changes in energy and energy related commodities. Such price changes 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 the Advisors correctly make such forecasts, the Funds and the Partnership expect to increase capital through operations.

(d)Operational Risk.

The Partnership is directly exposed to market risk and credit risk, which arise in the normal course of its business activities. Slightly less direct, but of critical importance, are risks pertaining to operational and back office support. This is particularly the case in a rapidly changing and increasingly global environment with increasing transaction volumes and an expansion in the number and complexity of products in the marketplace.

Such risks include:

Operational/Settlement Risk— the risk of financial and opportunity loss and legal liability attributable to operational problems, such as inaccurate pricing of transactions, untimely trade execution, clearance and/or settlement, or the inability to process large volumes of transactions. The Partnership/Funds are subject to increased risks with respect to its trading activities in emerging market securities, where clearance, settlement, and custodial risks are often greater than in more established markets.

Technological Risk— the risk of loss attributable to technological limitations or hardware failure that constrain the Partnership’s ability to gather, process, and communicate information efficiently and securely, without interruption, to customers, among Redeemable Units within the Partnership, and in the markets where the Partnership participates.

Legal/Documentation Risk— the risk of loss attributable to deficiencies in the documentation of transactions (such as trade confirmations) and customer relationships (such as master netting agreements) or errors that result in noncompliance with applicable legal and regulatory requirements.

Financial Control Risk— the risk of loss attributable to limitations in financial systems and controls. Strong financial systems and controls ensure that assets are safeguarded, that transactions are executed in accordance with management’s authorization, and that financial information utilized by management and communicated to external parties, including the Partnership’s Redeemable Unit holders, creditors, and regulators, is free of material errors.

(e)Critical Accounting Policies.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes.

The General Partner believes that the valuation of the investment in partnerships are the most critical to the Partnership’s financial condition and results of operations. The majority of the Partnership’s

19

---



positions will be investment in partnerships and exchange-traded futures contracts. Exchange-traded futures contracts will be valued daily at settlement prices published by the exchanges. The value of the Partnership’s investments in other Partnerships reflects the Partnership’s proportional interest in other Partnerships. Swap contracts held by AAA Master generally will be valued by reference to published settlement prices or dealers’ quotes in related markets or other measures of fair value deemed appropriate by the General Partner. The General Partner expects that under normal circumstances substantially all of the Partnership’s assets will be valued by objective measures and without difficulty.

All commodity interests (including derivative financial instruments and derivative commodity instruments) held by the Partnership are used for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded in the Statements of Financial Condition at fair value on the last business day of the year, which represents market value for those commodity interests for which market quotations are readily available or other measures of fair value deemed appropriate by management of the General Partner for those commodity interests and foreign currencies for which market quotations are not readily available, including dealer quotes for swaps and certain option contracts. The value of the Partnership’s investment in other partnerships reflects the Partnership’s proportional interest in other partnerships. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the last business day of the period. Realized gains (losses) and changes in unrealized values on commodity interests and foreign currencies are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests.

Foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership’s 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 dates, is included in the Statement of Financial Condition. Realized gains (losses) and changes in unrealized values on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the Statements of Income and Expenses.

(f)Recent Accounting Pronouncement.

On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.

Item 7A.Quantitative and Qualitative Disclosures About Market Risk

The Partnership is a speculative commodity pool. The market sensitive instruments held by the Partnership/Funds are acquired for speculative trading purposes, and all or substantially all of the Partnership’s 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 Partnership’s main line of business.

The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of Partnership assets and undistributed profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership under applicable law.

Market movements result in frequent changes in the fair value of the Partnership’s open positions and, consequently, in its earnings and cash flow. The Partnership’s market risk is influenced by a wide variety of factors. These primarily include factors which affect energy price levels, including supply factors and weather conditions, but could also include the level and volatility of interest rates, exchange rates,

20

---



equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which it trades.

The Partnership rapidly acquires and liquidates 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 past performance is not necessarily indicative of its future results.

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

Quantifying the Partnership’s Trading Value at Risk

The following quantitative disclosures regarding the Partnership’s market risk exposures contain ‘‘forward-looking statements’’ within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 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 (such as the terms of particular contracts and the number of market risk sensitive instruments held during or at the end of the reporting period).

The Partnership’s risk exposure in the various market sectors traded by the Advisors is quantified below in terms of Value at Risk. Due to the Partnership’s mark-to-market accounting, any loss in the fair value of the Partnership’s open positions is directly reflected in the Partnership’s earnings (realized or unrealized) and cash flow.

Exchange maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk. Maintenance 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 intervals. The maintenance 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. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component which is not relevant to Value at Risk.

In the case of market sensitive instruments which are not exchange traded (almost exclusively currencies in the case of the Partnership), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those rare cases in which a futures-equivalent margin is not available, dealers’ margins have been used.

The fair value of the Partnership’s futures and forward positions does not have any optionality component. However, the Advisor does trade commodity options. Where this instrument is a futures contract, the futures margin, and where this instrument is a physical commodity, the futures-equivalent maintenance margin has been used. This calculation is conservative in that it assumes that the fair value of an option will decline by the same amount as the fair value of the underlying instrument, whereas, in fact, the fair values of the options traded by the Partnership in almost all cases fluctuate to a lesser extent than those of the underlying instruments.

In quantifying the Partnership’s Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable

21

---



to the open contracts have simply been added to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Partnership’s positions are rarely, if ever, 100% positively correlated have not been reflected.

The Partnership’s Trading Value at Risk in Different Market Sectors

The following tables indicates the trading Value at Risk associated with the Partnership’s investments and investments in other Partnerships by market category as of December 31, 2007 and 2006, and the highest, lowest and average value at any point during the years. All open position trading risk exposures have been included in calculating the figures set forth below.

As of December 31, 2007, the Partnership’s total capitalization was $460,405,756.

December 31, 2007

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:— Exchange Traded Contracts



$
176,000





0.04
%



$
519,880




$
3,375




$
205,252Energy




308,000





0.07
%




1,163,500





71,500





444,075Grains




279,400





0.06
%




307,230





28,350





153,637Interest Rates Non-U.S.




127,952





0.03
%




1,058,165





39,577





306,101Metals:— Exchange Traded Contracts




203,500





0.04
%




663,000





45,000





275,792Softs




97,900





0.02
%




229,800





17,100





87,971Total



$
1,192,752





0.26
%


|
|
|
|

|* | annual average based on month-end Value at Risk
|- | -----------------------------------------------

As of December 31, 2006, the Partnership’s total capitalization was $308,398,078.

December 31, 2006

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:— Exchange Traded Contracts



$
157,082





0.05
%



$
649,969




$
25,300




$
265,869Energy




390,000





0.13
%




1,831,500





62,500





501,860Grains




42,750





0.01
%




113,250





9,000





53,762Interest Rates U.S.




87,000





0.03
%




248,400





4,500





115,613Interest Rates Non-U.S.




425,198





0.14
%




579,954





22,911





268,793Livestock




12,750





0.00
%**




27,000





7,200





8,533Metals— Exchange Traded Contracts




240,000





0.08
%




364,500





40,500





60,944Softs




25,500





0.01
%




159,000





6,300





47,581Total



$
1,380,280





0.45
%


|
|
|
|

|* | annual average based on month-end Value at Risk
|- | -----------------------------------------------

|** | due to rounding
|-- | ---------------

22

---



As of December 31, 2007, the AAA Master’s total capitalization was $999,453,536. The Partnership owned 16.5% of AAA Master.

December 31, 2007

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Energy



$
88,573,625





8.86
%



$
169,737,673




$
65,718,285




$
84,130,315Energy Swaps




1,620,046





0.16
%




4,720,046





1,620,046





4,203,379Grains




194,727





0.02
%




800,333





175,124





361,975Total



$
90,388,398





9.04
%


|
|
|
|

|* | annual average based on month-end Value at Risk
|- | -----------------------------------------------

As of December 31, 2007, Willowbridge Master’s total capitalization was $213,055,022. The Partnership owned 42.5% of Willowbridge Master.

December 31, 2007

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:— Exchange Traded Contracts



$
779,880





0.37
%



$
5,763,380




$
1,350




$
2,376,229Energy




2,965,500





1.39
%




11,515,000





40,000





4,139,833Grains




2,552,700





1.20
%




3,493,200





308,700





1,442,872Interest Rates U.S.




1,306,500





0.61
%




4,522,500





154,350





1,621,129Interest Rates Non-U.S.




1,124,496





0.53
%




9,500,376





411,959





3,877,807Livestock




160,800





0.07
%




240,000





4,500





93,233Metals:— Exchange Traded Contracts




1,859,250





0.87
%




5,591,250





760,000





2,412,375Softs




442,200





0.21
%




1,890,300





89,100





602,875Total



$
11,191,326





5.25
%


|
|
|
|

|* | annual average based on month-end Value at Risk
|- | -----------------------------------------------

As of December 31, 2007, Winton Master’s total capitalization was $457,045,133. The Partnership owned 38.4% of Winton Master.

December 31, 2007

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:—Exchange Traded Contracts



$
6,225,479





1.36
%



$
6,540,914




$
2,357,912




$
4,439,048Energy




2,814,000





0.62
%




3,410,100





572,331





1,918,145Grains




2,459,480





0.54
%




2,616,997





205,952





1,771,681Interest Rates U.S.




4,142,550





0.91
%




6,736,650





178,160





3,087,397Interest Rates Non-U.S.




3,714,529





0.81
%




14,321,882





2,187,980





7,075,549Livestock




284,700





0.06
%




286,850





16,176





137,838Lumber




1,100





0.00
%**




3,600





1,100





1,375Metals:— Exchange Traded Contracts




2,052,000





0.45
%




2,294,500





292,583





1,005,137— OTC Contracts




1,133,871





0.25
%




4,430,675





907,662





1,658,683Softs




918,729





0.20
%




1,110,995





442,701





848,138Indices




8,515,231





1.86
%




21,980,908





1,166,300





9,732,404Total



$
32,261,669





7.06
%


|
|
|
|

|* | annual average of month-end Value at Risk
|- | -----------------------------------------

|** | due to rounding
|-- | ---------------

23

---



Material Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the Partnership/Funds is typically many times the applicable maintenance margin requirement (margin requirements generally range between 2% and 15% of contract face value) as well as many times the capitalization of the Partnership/Funds. The magnitude of the Partnership’s/Funds’ open positions creates a ‘‘risk of ruin’’ not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions—unusual, but historically recurring from time to time —could cause the Partnership/Funds to incur severe losses over a short period of time. The foregoing Value at Risk table—as well as the past performance of the Partnership/Funds—give no indication of this ‘‘risk of ruin.’’

Materiality as used in this section, ‘‘Qualitative and Quantitative Disclosures About Market Risk,’’ is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, optionality and multiplier features of the Partnership’s/Funds’ market sensitive instruments.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Partnership’s/Funds’ market risk exposures – except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures—constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. The Partnership’s/Funds’ primary market risk exposures as well as the strategies used and to be used by the General Partner and the Advisor for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s/Funds’ risk control to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the management strategies of the Partnership/Funds. There can be no assurance that the Partnership’s/Funds’ current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short or long term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The following were the primary trading risk exposures of the Partnership as of December 31, 2007, by market sector.

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

Currencies.    The Partnership’s/Funds’ currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions, the General Partner does not anticipate that the risk profile of the Partnership’s/Funds’ currency sector will change significantly in the future. The currency trading Value at Risk figure includes foreign margin amounts converted into U.S. dollars with an incremental adjustment to reflect the exchange rate risk inherent to the dollar-based Partnership/Funds in expressing Value at Risk in functional currency other than dollars.

Metals.    The Partnership’s/Funds’ primary metal market exposure is to fluctuations in the price of gold. Although certain that the Advisors will from time to time trade base metals such as silver and copper, the principal market exposures of the Partnership/Funds have consistently been in the precious metals, including gold.

24

---



Softs.    The Partnership’s/Funds’ primary commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions. Cocoa and cotton accounted for the substantial bulk of the Partnership’s/Funds’ commodity exposure as of December 31, 2007.

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

Grains.    The Partnership’s/Funds’ commodities exposure is to agricultural price movements which are often directly affected by severe or unexpected weather conditions.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The General Partner monitors and controls the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership is subject.

The General Partner monitors the Partnership’s performance and the concentration of its open positions, and consults with the Advisors concerning the Partnership’s overall risk profile. If the General Partner felt it necessary to do so, the General Partner could require the Advisors to close out individual positions as well as enter programs on behalf of the Partnership. However, any such intervention would be a highly unusual event. The General Partner primarily relies on the Advisors’ own risk control policies while maintaining a general supervisory overview of the Partnership’s market risk exposures.

The Advisors apply their own risk management policies to their trading. The Advisors often follow diversification guidelines, margin limits and stop loss points to exit a position. The Advisors’ research of risk management often suggests ongoing modifications to their trading programs.

As part of the General Partner’s risk management, the General Partner periodically meets with the Advisors to discuss its risk management and to look for any material changes to the Advisor’s portfolio balance and trading techniques. The Advisors are required to notify the General Partner of any material changes to its programs.

25

---



Item 8.Financial Statements and Supplementary Data.

SALOMON SMITH BARNEY ORION FUTURES FUND L.P.

INDEX TO FINANCIAL STATEMENTS

Page
NumberOath or Affirmation


F-3Management’s Report on Internal Control over Financial Reporting


F-4Reports of Independent Registered Public Accounting Firm


F-5 – F-6Financial Statements:Statements of Financial Condition at December 31, 2007 and 2006


F-7Schedules of Investments at December 31, 2007 and 2006


F-8 – F-9Statements of Income and Expenses for the years ended December 31, 2007, 2006 and 2005


F-10Statements of Changes in Partners’ Capital for the years ended December 31, 2007, 2006 and 2005


F-11Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005


F-12Notes to Financial Statements


F-13 – F-19Selected Unaudited Quarterly Financial Data


F-20Financial Statements of SB AAA Master Fund LLCOath or Affirmation


F-21Report of Independent Registered Public Accounting Firm


F-22Financial Statements:Statements of Financial Condition at December 31, 2007 and 2006


F-23Schedules of Investments at December 31, 2007 and 2006


F-24 – F-25Statements of Income and Expenses for the years ended December 31, 2007, 2006 and 2005


F-26Statements of Changes in Members’ Capital for the years ended December 31, 2007, 2006 and 2005


F-27Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005


F-28Notes to Financial Statements


F-29 – F-33Selected Unaudited Quarterly Financial Data


F-34Financial Statements of CMF Willowbridge Argo Master Fund L.P.Oath or Affirmation


F-35Report of Independent Registered Public Accounting Firm


F-36Financial Statements:Statements of Financial Condition at December 31, 2007 and 2006


F-37


F-1

---



SALOMON SMITH BARNEY ORION FUTURES FUND L.P.

INDEX TO FINANCIAL STATEMENTS—CONTINUED

Page
NumberSchedules of Investments at December 31, 2007 and 2006


F-38 – F-39Statements of Income and Expenses at December 31, 2007 and 2006


F-40Statements of Changes in Partners’ Capital at December 31, 2007 and 2006


F-41Statements of Cash Flows at December 31, 2007 and 2006


F-42Notes to Financial Statements


F-43 – F-47Selected Unaudited Quarterly Financial Data


F-48Financial Statements of CMF Winton Master L.P.Oath or Affirmation.


F-49Report of Independent Registered Public Accounting Firm


F-50Financial Statements:Statements of Financial Condition at December 31, 2007 and 2006


F-51Schedules of Investments at December 31, 2007 and 2006


F-52 – F-53Statements of Income and Expenses for the years ended December 31, 2007, 2006 and 2005


F-54Statements of Changes in Partners’ Capital for the years ended December 31, 2007, 2006 and 2005


F-55Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005


F-56Notes to Financial Statements


F-57 – F-61Selected Unaudited Quarterly Financial Data


F-62


F-2

---



To the Limited Partners of
Salomon Smith Barney Orion Futures Fund L.P.

To the best of the knowledge and belief of the undersigned, the information contained herein is accurate and complete.




|
|
|
|

By:   Jennifer Magro
Chief Financial Officer and Director
Citigroup Managed Futures LLC
General Partner, Salomon Smith Barney
Orion Futures Fund L.P.


Citigroup Managed Futures LLC
731 Lexington Avenue
25th Floor
New York, N.Y. 10022
212-559-2011


F-3

---



Management’s Report on Internal Control over
Financial Reporting

The management of Salomon Smith Barney Orion Futures Fund L.P. (the ‘‘Partnership’’), Citigroup Managed Futures LLC, is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership’s internal control system was designed to provide reasonable assurance to the Partnership’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management’s authorization, assets are safeguarded, and financial records are reliable. Management also takes steps to see that information and communication flows are effective and to monitor performance, including performance of internal control procedures.

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2007 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management believes that, as of December 31, 2007, the Partnership’s internal control over financial reporting is effective.

This annual report includes an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting.  Although management’s report was not required to be audited by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit a company to provide only management’s report in this annual report, management elected to have its internal control over financial reporting audited.

Management’s assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2007 has been audited by KPMG LLP, the Partnership’s independent registered public accounting firm, as stated in their report appearing on the following page.

F-4

---



Report of Independent Registered Public Accounting Firm

The Partners
Salomon Smith Barney Orion Futures Fund L.P.:

We have audited Salomon Smith Barney Orion Futures Fund L.P.’s internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Salomon Smith Barney Orion Futures Fund L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statements of financial condition of the Partnership as of December 31, 2007 and 2006, including the schedules of investments, and the related statements of income and expenses, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2007, and our report dated March 24, 2008 expressed an unqualified opinion on those financial statements.




New York, New York
March 24, 2008

F-5

---



Report of Independent Registered Public Accounting Firm

The Partners
Salomon Smith Barney Orion Futures Fund L.P.:

We have audited the accompanying statements of financial condition of Salomon Smith Barney Orion Futures Fund L.P. (the ‘‘Partnership’’), including the schedules of investments, as of December 31, 2007 and 2006, and the related statements of income and expenses, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2007. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Salomon Smith Barney Orion Futures Fund L.P. as of December 31, 2007 and 2006, and the results of its operations, changes in partners’ capital, and its cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 24, 2008 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.




New York, New York
March 24, 2008

F-6

---



Salomon Smith Barney
Orion Futures Fund L.P.
Statements of Financial Condition
December 31, 2007 and 2006

2007


2006Assets:Investment in Partnerships, at fair value (Note 5)



$
431,131,828




$
294,091,565Equity in commodity futures trading account:Cash (restricted $1,570,327 and $1,703,865 in 2007 and 2006, respectively) (Note 3c)




36,511,392





17,999,546Distribution receivable




943,070





—Net unrealized appreciation on open futures contracts




590,874





989,565469,177,164





313,080,676Interest receivable (Note 3c)




94,303





75,663$
469,271,467




$
313,156,339Liabilities and Partners’ Capital:Liabilities:Accrued expenses:Brokerage commissions (Note 3c)



$
1,087,160




$
1,208,912Management fees (Note 3b)




706,963





471,642Administrative fees (Note 3a)




195,039





129,931Incentive fees (Note 3b)




4,416,325





1,098,712Professional fees




74,069





84,031Other




17,952





27,467Redemptions payable (Note 6)




2,368,203





1,737,5668,865,711





4,758,261Partners’ Capital (Notes 1 and 6):General Partner, 428.9590 and 865.3542 Unit equivalents outstanding in 2007 and 2006, respectively




914,794





1,581,686Limited Partners, 215,461.3000 and 167,862.2467 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




459,490,962





306,816,392460,405,756





308,398,078$
469,271,467




$
313,156,339


See accompanying notes to financial statements.

F-7

---



Salomon Smith Barney
Orion Futures Fund L.P.
Schedule of Investments
December 31, 2007

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy



$
221,653





0.05
%Grains




405,137





0.09Metals




(63,100
)




(0.01
)Softs




23,338





0.00
*Total futures contracts purchased




587,028





0.13Futures Contracts SoldCurrencies




(11,275
)




(0.00
)*Interest Rates Non-U.S.




14,901





0.00
*Softs




220





0.00
*Total futures contracts sold




3,846





0.00
*Investment in PartnershipsSB AAA Master Fund LLC




165,108,218





35.86CMF Willowbridge Argo Master Fund LP




90,472,695





19.65CMF Winton Master LP




175,550,915





38.13Total investment in Partnerships




431,131,828





93.64Total fair value



$
431,722,702





93.77
%


* Due to rounding.

See accompanying notes to financial statements.

F-8

---



Salomon Smith Barney
Orion Futures Fund L.P.
Schedule of Investments
December 31, 2006

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedCurrencies



$
10,537





0.00
%*Grains




27,975





0.01Livestock




14,400





0.00
*Softs




25,725





0.01Total futures contracts purchased




78,637





0.02Futures Contracts SoldCurrencies




236,644





0.08Energy




56,156





0.02Interest Rates U.S.




109,219





0.03Interest Rates Non-U.S.




394,209





0.13Metals




114,700





0.04Total futures contracts sold




910,928





0.30Investment in PartnershipsSB AAA Master Fund LLC




115,735,742





37.53CMF Willowbridge Argo Master Fund LP




62,429,347





20.24CMF Winton Master LP




115,926,476





37.59Total investment in Partnerships




294,091,565





95.36Total fair value



$
295,081,130





95.68
%


|* Due to rounding.
|------------------

See accompanying notes to financial statements.

F-9

---



Salomon Smith Barney
Orion Futures Fund L.P.
Statements of Income and Expenses
for the years ended December 31, 2007, 2006 and 2005

2007


2006


2005Income:Net gains (losses) on trading of commodity interests and investment in Partnerships:Net realized gains (losses) on closed positions



$
10,458,193




$
1,542,374




$
(11,639,919
)Change in net unrealized gains on open positions and investment in Partnerships




74,160,555





42,871,599





50,375,32284,618,748





44,413,973





38,735,403Interest income (Note 3c)




1,103,241





634,289





693,14185,721,989





45,048,262





39,428,544Expenses:Brokerage commissions including clearing fees of $54,957, $40,081 and $90,994, respectively
(Note 3c)




5,391,575





5,182,638





3,620,999Management fees (Note 3b)




6,962,335





4,523,846





2,734,652Administrative fees (Note 3a)




1,921,930





1,246,298





744,000Incentive fees (Note 3b)




7,785,492





4,834,840





8,440,695Professional fees




189,100





188,106





212,000Other




78,129





24,323





53,00122,328,561





16,000,051





15,805,347Net income



$
63,393,428




$
29,048,211




$
23,623,197Net income per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent
(Notes 1 and 7)



$
304.80




$
216.46




$
243.00


See accompanying notes to financial statements.

F-10

---



Salomon Smith Barney
Orion Futures Fund L.P.
Statements of Changes in Partners’ Capital
for the years ended December 31, 2007, 2006 and 2005

Limited
Partners


General
Partner


TotalPartners’ Capital at December 31, 2004



$
117,599,734




$
1,184,090




$
118,783,824Net income




23,412,916





210,281





23,623,197Sale of 36,756.0254 Redeemable Units of Limited Partnership Interest




55,421,000





—





55,421,000Redemption of 16,546.8045 Redeemable Units of Limited Partnership Interest




(25,385,699
)




—





(25,385,699
)Partners’ Capital at December 31, 2005




171,047,951





1,394,371





172,442,322Net income




28,860,896





187,315





29,048,211Sale of 73,406.7283 Redeemable Units of Limited Partnership Interest




127,571,000





—





127,571,000Redemption of 11,697.4428 Redeemable Units of Limited Partnership Interest




(20,663,455
)




—





(20,663,455
)Partners’ Capital at December 31, 2006




306,816,392





1,581,686





308,398,078Net income




63,310,187





83,241





63,393,428Sale of 75,753.5122 Redeemable Units of Limited Partnership Interest




144,306,000





—





144,306,000Redemption of 28,154.4589 Redeemable Units of Limited Partnership Interest and 436.3952 General Partner Unit equivalents




(54,941,617
)




(750,133
)




(55,691,750
)Partners’ Capital at December 31, 2007



$
459,490,962




$
914,794




$
460,405,756Net Asset Value per Unit:


2005:



$
1,611.332006:



$
1,827.792007:



$
2,132.59


See accompanying notes to financial statements.

F-11

---



Salomon Smith Barney
Orion Futures Fund L.P.
Statements of Cash Flows
for the years ended December 31, 2007, 2006 and 2005

2007


2006


2005Cash flows from operating activities:Net income



$
63,393,428




$
29,048,211




$
23,623,197Adjustments to reconcile net income to net cash (used in) operating activities:Changes in operating assets and liabilities:Purchase of investments in Partnerships




(130,163,630
)




(119,957,091
)




(75,393,609
)Proceeds from sale of investment in Partnerships




66,739,543





22,125,917





44,776,588Net unrealized (appreciation) depreciation on investment in Partnerships




(74,559,246
)




(31,734,192
)




(49,366,396
)(Increase) decrease in restricted cash




133,538





(68,599
)




3,635,888(Increase) decrease in net unrealized appreciation on open futures contracts




398,691





(744,790
)




2,367,453(Increase) decrease in interest receivable




(18,640
)




(41,443
)




27,823Accrued expenses:Increase (decrease) in brokerage commissions




(121,752
)




951,446





95,013Increase (decrease) in management fees




235,321





198,017





81,445Increase (decrease) in administrative fees




65,108





55,782





22,060Increase (decrease) in incentive fees




3,317,613





206,886





41,952Increase (decrease) in professional fees




(9,962
)




1,638





(38,318
)Increase (decrease) in other




(9,515
)




(11,726
)




17,397Net cash used in operating activities




(70,599,503
)




(99,969,944
)




(50,109,507
)Cash flows from financing activities:Proceeds from additions-Limited Partners




144,306,000





127,571,000





55,421,000Payments for redemptions-Limited Partners




(54,310,980
)




(19,851,470
)




(27,579,220
)Payments for redemptions-General Partner




(750,133
)




—





—Net cash provided by financing activities




89,244,887





107,719,530





27,841,780Net change in cash




18,645,384





7,749,586





(22,267,727
)Cash, at beginning of year




16,295,681





8,546,095





30,813,822Cash, at end of year



$
34,941,065




$
16,295,681




$
8,546,095Non-Cash Financing activities:Contribution of open commodity futures and forward positions



$
—




$
—




$
(3,662,925
)Distribution receivable



$
943,070




$
—




$
—


See accompanying notes to financial statements.

F-12

---



Salomon Smith Barney
Orion Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

|   |                          
|-- | -------------------------
|1. | Partnership Organization:

Salomon Smith Barney Orion Futures Fund L.P. (the ‘‘Partnership’’) is a limited partnership which was organized on March 22, 1999 under the partnership laws of the State of New York to engage, directly and indirectly, in the speculative trading of a diversified portfolio of commodity interests, including commodity options, commodity futures and forward contracts on United States exchanges and certain foreign exchanges. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk.

Between March 31, 1999 (commencement of the offering period) and June 10, 1999, 10,499 redeemable units of Limited Partnership Interest (‘‘Redeemable Units’’) were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until June 10, 1999, at which time they were turned over to the Partnership for trading. The Partnership privately offers up to 250,000 Redeemable Units to qualified investors. The Partnership continues to offer Redeemable Units.

Citigroup Managed Futures LLC, a Delaware Limited Liability Company, is the Partnership's general partner and commodity pool operator (the ‘‘General Partner’’). The Partnership’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. (‘‘Citigroup’’).

The General Partner and each Limited Partner 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 initial capital contribution and profits, if any, net of distributions.

The Partnership will be liquidated upon the first to occur of the following: December 31, 2019; the Net Asset Value per Redeemable Unit decreases to less than $400 per Redeemable Unit as of a close of any business day; a decline in net assets after trading commences to less than $1,000,000; or under certain other circumstances as defined in the Limited Partnership Agreement.

|   |                     
|-- | --------------------
|2. | Accounting Policies:

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | All commodity interests (including derivative financial instruments and derivative commodity instruments) held by the Partnership are used for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded in the Statements of Financial Condition at fair value on the last business day of the year, which represents market value for those commodity interests for which market quotations are readily available or other measures of fair value deemed appropriate by management of the General Partner for those commodity interests and foreign currencies for which market quotations are not readily available, including dealer quotes for swaps and certain option contracts. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the last business day of the year. Realized gains (losses) and changes in unrealized gains (losses) on open positions are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests.

The value of the Partnership’s investment in other partnerships reflects the Partnership’s proportional interest in the other partnerships.

| |    |                                                                                                                                                                                                                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | The Partnership may purchase and write (sell) options. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total

F-13

---



Salomon Smith Barney
Orion Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

| |  |                                                                                                                                                                                                                                                                                                                                                                   
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | price paid or received for the option contract. When the Partnership writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Partnership purchases an option, the premium paid is recorded as an asset in the Statement of Financial Condition and marked to market daily.

| |    |                                                                                                                                                         
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | c. | Income taxes have not been provided as each partner is individually liable for the taxes, if any, on its share of the Partnership’s income and expenses.

During the current year, the Partnership adopted FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (‘‘FIN 48’’). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions with respect to tax at the partnership level not deemed to meet the ‘‘more-likely-than-not’’ threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the year ended December 31, 2007 and that no provision for income tax is required in the Partnership’s financial statements.

The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States – 2004.

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | d. | In September 2006, the FASB issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, ‘‘Fair Value Measurements.’’ This accounting standard establishes a single authoritative definition of fair value and sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and the interim periods within those fiscal years. The Partnership adopted SFAS No. 157 on January 1, 2008 and the application of this standard did not impact the financial statements; however, additional disclosures will be required about the inputs used to develop the measurements.

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | e. | The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

|   |            
|-- | -----------
|3. | Agreements:

| |    |                               
| | -- | ------------------------------
| | a. | Limited Partnership Agreement:

The General Partner administers the business and affairs of the Partnership including selecting one or more advisors to make trading decisions for the Partnership. The Partnership pays the General Partner a monthly administrative fee equal to1/24of 1% (0.5% per year) of month-end net assets. Month-end Net Assets, for the purpose of calculating administrative fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of redemptions and incentive fees.

F-14

---



Salomon Smith Barney
Orion Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

| |    |                      
| | -- | ---------------------
| | b. | Management Agreement:

The General Partner, on behalf of the Partnership, has entered into management agreements (the ‘‘Management Agreement’’) with Winton Capital Management (‘‘Winton’’), Willowbridge Associates Inc. (‘‘Willowbridge’’), and AAA Capital Management (‘‘AAA’’) (collectively, the ‘‘Advisors’’), each of which is a registered commodity trading advisor. The Advisors are not affiliated with one another, are not affiliated with the General Partner or CGM, and are not responsible for the organization or operation of the Partnership. The Partnership will pay each Advisor (except for Winton which is paid1/8of 1% (1.5% a year) of month-end Net Assets) a monthly management fee equal to1/6of 1% (2% a year) of month-end Net Assets allocated to each Advisor. Month-end Net Assets, for the purpose of calculating management fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of redemptions and incentive fees.

In addition, the Partnership is obligated to pay each Advisor an incentive fee payable quarterly equal to 20% of the New Trading Profits, as defined in the Management Agreements.

| |    |                    
| | -- | -------------------
| | c. | Customer Agreement:

The Partnership has entered into a customer agreement (the ‘‘Customer Agreement’’) which provides that the Partnership will pay CGM brokerage commissions at $18 per round turn for futures and forwards transactions and $9 per half turn for options. Brokerage commissions are inclusive of applicable floor brokerage. In addition, the Partnership will pay CGM for National Futures Association fees, as well as exchange, clearing, user and give-up fees. CGM will pay a portion of brokerage commissions to its financial advisors who have sold Redeemable Units in this Partnership.

Substantially all of the Partnership’s assets are deposited in the Partnership’s account at CGM. The Partnership’s assets are deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2007 and 2006, the amount of cash held for margin requirements was $1,570,327 and $1,703,865, respectively.

CGM has agreed to pay the Partnership interest on 100% of the average daily equity maintained in cash in its account during each month at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average noncompetitive yield on 3-month U.S. Treasury bills maturing in 30 days from the date on which such weekly rate is determined.

The Customer Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

|   |                    
|-- | -------------------
|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 results of the Partnership’s and the underlying Fund’s trading activities are shown in the Statements of Income and Expenses.

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair value of the commodity interests held by the Partnership during the years ended December 31, 2007 and 2006, based on a monthly calculation, were $1,124,771 and $821,870, respectively.

|   |                             
|-- | ----------------------------
|5. | Investments in Partnerships:

On September 1, 2001, the assets allocated to AAA for trading were invested in SB AAA Master Fund LLC, a New York Limited Liability Company (‘‘AAA Master’’). The Partnership purchased

F-15

---



Salomon Smith Barney
Orion Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

5,173.4381 Units of AAA Master at a fair value of $5,173,438. AAA Master was formed in order to permit accounts managed now or in the future by AAA using the Energy Program-Futures and Swaps, to invest together in one trading vehicle. The General Partner is also the managing member of AAA Master. Individual and pooled accounts currently managed by AAA, including the Partnership, are permitted to be non-managing members of AAA Master. The General Partner and AAA believe that trading through this structure should promote efficiency and economy in the trading process. Expense to investors as a result of the investment in AAA Master are approximately the same and redemption rights are not affected.

On November 1, 2004, the assets allocated to Winton for trading were invested in CMF Winton Master L.P. (‘‘Winton Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 35,389.8399 Units of Winton Master with cash equal to $33,594,083 and a contribution of open commodity futures and forward positions with a value of $1,795,757. Winton Master was formed in order to permit accounts managed now or in the future by Winton using the Diversified Program, to invest together in one trading vehicle. The General Partner is also the general partner of Winton Master. Individual and pooled accounts currently managed by Winton, including the Partnership are permitted to be limited partners of Winton Master. The General Partner and Winton believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of investment in Winton Master are approximately the same and redemption rights are not affected.

On July 1, 2005, a portion of the assets allocated to Willowbridge for trading were invested in CMF Willowbridge Argo Master Fund L.P. (‘‘Willowbridge Master’’), a limited partnership organized under the partnership laws of the State of New York. The partnership purchased 33,529.1186 Units of Willowbridge Master with cash of $29,866,194, and a contribution of open commodity futures and forward positions with a fair value of $3,662,925. Willowbridge Master was formed in order to permit commodity pools managed now or in the future by using Willowbridge’s Argo Trading Program, to invest together in one trading vehicle. The General Partner is also the general partner of Willowbridge Master. Individual and pooled accounts currently managed by Willowbridge, including the Partnership are permitted to be a limited partner of Willowbridge Master. The General Partner and Willowbridge believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of the investment in Willowbridge Master are approximately the same and redemption rights are not affected.

AAA Master’s, Willowbridge Master’s and Winton Master’s (the ‘‘Funds’’) trading of futures, forwards and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. All engage in such trading through commodity brokerage accounts maintained with CGM.

A Limited Partner/non-managing member may withdraw all or part of their capital contribution and undistributed profits, if any, from the Funds in multiples of the Net Asset Value per Redeemable Unit of Limited Partnership Interest as of the last day of a month after a request for redemption has been made to the General Partner at least 3 days in advance of month-end.

Management, administrative and incentive fees are not directly charged to the Funds. These fees are charged at the Partnership level as discussed in Note 3. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Funds. All other fees including CGM’s direct brokerage commission are charged at the Partnership level.

At December 31, 2007 and 2006, the Partnership owned 16.5% and 11.6%, respectively, of AAA Master. At December 31, 2007 and 2006 the Partnership owned 42.5% and 33.9%, respectively of Willowbridge Master. At December 31, 2007 and 2006, the Partnership owned 38.4% and 42.3% of Winton Master, respectively. It is AAA’s, Willowbridge’s and Winton’s intention to continue to invest the assets

F-16

---



Salomon Smith Barney
Orion Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

allocated to each by the Partnership in AAA Master, Willowbridge Master and Winton Master, respectively. The performance of the Partnership is directly affected by the performance of the Funds.

Summarized information reflecting the total assets, liabilities and capital of the Funds are shown in the following tables.

December 31, 2007Investments’
Total Assets


Investments’
Total Liabilities


Investments’
Total CapitalAAA Master



$
1,160,130,922




$
160,677,386




$
999,453,536Willowbridge Master




213,552,209





497,187





213,055,022Winton Master




464,943,301





7,898,168





457,045,133Total



$
1,838,626,432




$
169,072,741




$
1,669,553,691


December 31, 2006Investments’
Total Assets


Investments’
Total Liabilities


Investments’
Total CapitalAAA Master



$
1,140,709,291




$
147,349,392




$
993,359,899Willowbridge Master




184,225,476





657,346





183,568,130Winton Master




276,590,109





3,706,951





272,883,158Total



$
1,601,524,876




$
151,713,689




$
1,449,811,187


Summarized information reflecting the Partnership’s investments in, and the operations of, the Funds are shown in the following tables.

Investment


% of
Partnership’s
Net Assets


Fair
Value


Income
(Loss)


Expenses


Net
income (loss)


Investment
Objective


Redemption
PermittedCommissions


OtherFor the year ended December 31, 2007SB AAA Master Fund LLC




35.86
%



$
165,108,218




$
23,226,928




$
465,371




$
75,369




$
22,686,188



Energy
Markets


MonthlyCMF Willowbridge Argo Master Fund LP




19.65
%




90,472,695





22,293,321





170,742





11,644





22,110,935



Commodity
Portfolio


MonthlyCMF Winton Master LP




38.13
%




175,550,915





30,110,224





335,088





13,013





29,762,123



Commodity
Portfolio


MonthlyTotal









$
431,131,828




$
75,630,473




$
971,201




$
100,026




$
74,559,246For the year ended December 31, 2006SB AAA Master Fund LLC




37.53
%



$
115,735,742




$
20,922,931




$
309,868




$
30,673




$
20,582,390



Energy
Markets


MonthlyCMF Willowbridge Argo Master Fund LP




20.24
%




62,429,347





4,600,758





202,372





10,085





4,388,301



Commodity
Portfolio


MonthlyCMF Winton Master LP




37.59
%




115,926,476





17,519,947





355,023





8,811





17,156,113



Commodity
Portfolio


MonthlyTotal









$
294,091,565




$
43,043,636




$
867,263




$
49,569




$
42,126,804


|   |                               
|-- | ------------------------------
|6. | Distributions and Redemptions:

Distributions of profits, if any, will be made at the sole discretion of the General Partner and at such times as the General Partner may decide. Beginning with the first full month ending at least three months after the commencement of trading, a Limited Partner may require the Partnership to redeem their Redeemable Units at their Redemption Value per Redeemable Unit as of the last day of a month on 10

F-17

---



Salomon Smith Barney
Orion Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

days notice to the General Partner. For the purpose of a redemption, any accrued liability for reimbursement of offering and organization expenses for the initial offering period will not reduce redemption value per Redeemable Unit. There is no fee charged to Limited Partners in connection with redemptions.

The Partnership is permitted to withdraw all or a portion of its interest in the other partnerships as of each month-end in order to meet its obligations with respect to the redemption rights of Limited Partners.

|   |                      
|-- | ---------------------
|7. | Financial Highlights:

Changes in the Net Asset Value per Redeemable Unit of Limited Partnership Interest for the years ended December 31, 2007, 2006 and 2005 were as follows:

2007


2006


2005Net realized and unrealized gains*



$
383.32




$
292.82




$
362.35Interest income




5.59





4.48





7.27Expenses**




(84.11
)




(80.84
)




(126.62
)Increase for year




304.80





216.46





243.00Net Asset Value per Redeemable Unit of Limited Partnership Interest, beginning of year




1,827.79





1,611.33





1,368.33Net Asset Value per Redeemable Unit of Limited Partnership Interest, end of year



$
2,132.59




$
1,827.79




$
1,611.33


|
|
|
|

|* | Includes Partnership brokerage commissions.
|- | -------------------------------------------

|** | Excludes Partnership brokerage commissions.
|-- | -------------------------------------------

2007


2006


2005Ratios to average net assets:Net investment loss before incentive fees***




(3.6
)%




(4.4
)%




(4.7
)%Operating expenses




3.9
%




4.7
%




5.2
%Incentive fees




2.1
%




2.0
%




5.9
%Total expenses




6.0
%




6.7
%




11.1
%Total return:Total return before incentive fees




18.6
%




15.2
%




23.5
%Incentive fees




(1.9
)%




(1.8
)%




(5.7
)%Total return after incentive fees




16.7
%




13.4
%




17.8
%


|
|
|
|

|*** | Interest income less total expenses.
|--- | ------------------------------------

The above ratios may vary for individual investors based on the timing of capital transactions during the year. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.

8.    Financial Instrument Risks:

In the normal course of its business, the Partnership and Funds are party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments.

F-18

---



Salomon Smith Barney
Orion Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, 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 or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards, swaps and certain options. 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.

Market risk is the potential for changes in the value of the financial instruments traded by the Partnership or 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.

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. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Partnership’s or Funds’ risk of loss in the event of counterparty default is typically limited to the amounts recognized in the statements of financial condition and not represented by the contract or notional amounts of the instruments. The Partnership and Funds have credit risk and concentration risk because the sole counterparty or broker with respect to the Partnership’s and Funds’ assets is CGM.

The General Partner monitors and controls the Partnership’s and 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 or Funds are subject. These monitoring systems allow the General Partner/Managing Member to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

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

9.    Recent Accounting Pronouncement:

On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.

F-19

---



Salomon Smith Barney
Orion Futures Fund L.P.
Notes to Financial Statements

Selected unaudited quarterly financial data for the Partnership for the years ended December 31, 2007 and 2006 is summarized below:

For the period from
October 1, 2007 to
December 31, 2007


For the period from
July 1, 2007 to
September 30, 2007


For the period from
April 1, 2007 to
June 30, 2007


For the period from
January 1, 2007 to
March 31, 2007Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees including interest income



$
34,698,730




$
15,115,279




$
48,382,567




$
(17,866,162
)Net income (loss)



$
27,563,215




$
11,149,394




$
44,440,733




$
(19,759,914
)Increase (decrease) in Net Asset Value per Unit



$
131.10




$
52.72




$
229.84




$
(108.86
)


For the period from
October 1, 2006 to
December 31, 2006


For the period from
July 1, 2006 to
September 30, 2006


For the period from
April 1, 2006 to
June 30, 2006


For the period from
January 1, 2006 to
March 31, 2006Net realized and unrealized
trading gains (losses) net of brokerage commissions and clearing fees including interest income



$
14,631,820




$
(5,453,541
)



$
14,739,924




$
15,947,421Net income (loss)



$
(1,200,061
)



$
(6,998,350
)



$
12,606,378




$
11,592,084Increase (decrease) in Net Asset Value per Unit



$
71.22




$
(52.10
)



$
99.32




$
98.02


F-20

---



To the Members of
SB AAA Master Fund LLC

To the best of the knowledge and belief of the undersigned, the information contained herein is accurate and complete.




|
|
|
|

By:   Jennifer Magro
Chief Financial Officer and Director
Citigroup Managed Futures LLC
Managing Member, SB AAA Master Fund LLC


Citigroup Managed Futures LLC
731 Lexington Avenue
25th Floor
New York, N.Y. 10022
212-559-2011


F-21

---



Report of Independent Registered Public Accounting Firm

The Members
SB AAA Master Fund LLC:

We have audited the accompanying statements of financial condition of SB AAA Master Fund LLC (the ‘‘Company’’), including the schedules of investments, as of December 31, 2007 and 2006, and the related statements of income and expenses, changes in members’ capital, and cash flows for each of the years in the three-year period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SB AAA Master Fund LLC as of December 31, 2007 and 2006, and the results of its operations, changes in members’ capital, and its cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.




New York, New York
March 24, 2008

F-22

---



SB AAA Master Fund LLC
Statements of Financial Condition
December 31, 2007 and 2006

2007


2006Assets:Equity in commodity futures trading account:Cash (restricted $1,620,046 and $56,785,893, respectively)



$
710,357,437




$
804,915,355Net unrealized appreciation on open futures positions




—





61,090,392Unrealized appreciation on open swaps contracts




92,444,714





76,254,264Commodity options owned, at fair value (cost $359,627,764 and $232,233,555, respectively)




349,972,959





183,062,5051,152,775,110





1,125,322,516Due from brokers




5,911,586





12,531,328Interest receivable




1,444,226





2,855,447$
1,160,130,922




$
1,140,709,291Liabilities and Members’ Capital:Liabilities:Net unrealized depreciation on open futures positions



$
42,694,277




$
—Unrealized depreciation on open swap contracts




15,443,679





30,027,854Commodity options written, at fair value (premium $163,294,959 and $155,302,445, respectively)




91,112,724





101,015,772Accrued expenses:Professional fees




94,011





55,659Due to brokers




5,772,030





13,415,760Distribution payable




1,438,406





2,834,347Redemptions payable




4,122,259





—160,677,386





147,349,392Members’ Capital:Members’ Capital, 184,668.8591 and 207,146.0645 Units outstanding in 2007 and 2006, respectively




999,453,536





993,359,899$
1,160,130,922




$
1,140,709,291


See accompanying notes to financial statements.

F-23

---



SB AAA Master Fund LLC
Schedule of Investments
December 31, 2007

Number of
Contracts


Fair Value


% of Members’
CapitalFutures Contracts PurchasedEnergy









$
162,833,367





16.29
%Futures Contracts SoldEnergyIPE Brent Crude Oil Feb 08 - Dec 10




6,602





(77,608,996
)




(7.76
)Other










(126,738,498
)




(12.68
)Grains










(1,180,150
)




(0.12
)Total Futures Contracts Sold










(205,527,644
)




(20.56
)Options OwnedEnergyNYMEX Crude Oil Mar 08 - Dec 11




6,694





62,612,920





6.27NYMEX Natural Gas Feb 08 - Oct 12




27,108





218,208,060





21.83Other










66,409,454





6.65Grains










2,742,525





0.27Total Options Owned










349,972,959





35.02Options WrittenEnergy










(91,112,724
)




(9.12
)Unrealized Appreciation on Swap ContractsEnergy










92,444,714





9.25Unrealized Depreciation on Swap ContractsEnergy










(15,443,679
)




(1.55
)Total fair value









$
293,166,993





29.33
%


See accompanying notes to financial statements.

F-24

---



SB AAA Master Fund LLC
Schedule of Investments
December 31, 2006

Number of
Contracts


Fair Value


% of Members’
CapitalFutures Contracts PurchasedEnergy









$
(57,211,717
)




(5.76
)%Futures Contracts SoldEnergyIPE Gas Oil Jan 07 - Dec 07




11,340





65,911,521





6.64Other










52,390,588





5.27Total futures contracts sold










118,302,109





11.91Options OwnedEnergyNYMEX Natural Gas Mar 07 - Oct 10




6,366





57,774,894





5.82Other










125,287,611





12.61Total options owned










183,062,505





18.43Options WrittenEnergy










(101,015,772
)




(10.17
)Unrealized Appreciation on Swap ContractsEnergy










76,254,264





7.67Unrealized Depreciation on Swap ContractsEnergy










(30,027,854
)




(3.02
)Total fair value









$
189,363,535





19.06
%


See accompanying notes to financial statements.

F-25

---



SB AAA Master Fund LLC
Statements of Income and Expenses
for the years ended December 31, 2007, 2006 and 2005

2007


2006


2005Income:Net gains (losses) on trading of commodity interests:Net realized gains on closed positions



$
139,780,388




$
529,546,800




$
75,334,314Change in net unrealized gains (losses) on
open positions




(15,598,237
)




(305,074,936
)




366,489,747124,182,151





224,471,864





441,824,061Interest income




27,854,202





35,497,663





13,332,089152,036,353





259,969,527





455,156,150Expenses:Brokerage commissions including clearing fees
of $2,300,033, $2,167,827 and $1,569,668, respectively




3,197,637





3,594,424





13,333,992Professional fees




508,210





366,093





107,9373,705,847





3,960,517





13,441,929Net income



$
148,330,506




$
256,009,010




$
441,714,221Net income per Unit of Member Interest
(Notes 1 and 6)



$
756.40




$
1,088.38




$
2,112.50


See accompanying notes to financial statements.

F-26

---



SB AAA Master Fund LLC
Statements of Changes in Members’ Capital
for the years ended December 31, 2007, 2006 and 2005

Members’
CapitalMembers’ Capital at December 31, 2004



$
336,495,535Net income




441,714,221Sale of 99,379.4923 Units of Member Interest




288,276,627Redemption of 37,958.4570 Units of Member Interest




(99,220,693
)Distribution of interest income to feeder funds




(13,183,538
)Members’ Capital at December 31, 2005




954,082,152Net income




256,009,010Sale of 58,368.3423 Units of Member Interest




249,113,429Redemption of 98,007.5492 Units of Member Interest




(430,561,037
)Distribution of interest income to feeder funds




(35,283,655
)Members’ Capital at December 31, 2006




993,359,899Net income




148,330,506Sale of 28,091.0093 Units of Member Interest




140,284,151Redemption of 50,568.2147 Units of Member Interest




(254,888,582
)Distribution of interest income to feeder funds




(27,632,438
)Members’ Capital at December 31, 2007



$
999,453,536


Net Asset Value per Unit:

2005:



$
3,866.042006:



$
4,795.462007:



$
5,412.14


See accompanying notes to financial statements.

F-27

---



SB AAA Master Fund LLC
Statements of Cash Flows
for the years ended December 31, 2007, 2006 and 2005

2007


2006


2005Cash flows from operating activities:Net income



$
148,330,506




$
256,009,010




$
441,714,221Adjustments to reconcile net income to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




55,165,847





(52,655,847
)




25,197,229(Increase) decrease in net unrealized appreciation on open futures positions




61,090,392





199,458,003





(227,521,327
)(Increase) decrease in unrealized appreciation on open swaps contracts




(16,190,450
)




117,437,914





(100,085,449
)(Increase) decrease in commodity options owned at fair value




(166,910,454
)




41,989,570





(174,034,309
)(Increase) decrease in due from brokers




6,619,742





1,779,638





(11,885,831
)(Increase) decrease in interest receivable




1,411,221





(1,041,715
)




(1,353,897
)Increase (decrease) in net unrealized depreciation on open futures positions




42,694,277





—





—Increase (decrease) in unrealized depreciation on open swap contracts




(14,584,175
)




(135,237,471
)




75,606,031Increase (decrease) in commodity options written, at fair value




(9,903,048
)




(13,843,276
)




62,505,653Accrued expenses:Increase (decrease) in brokerage commissions




—





(3,198,816
)




1,536,225Increase (decrease) in professional fees




38,352





(87,609
)




141,268Increase (decrease) in due to brokers




(7,643,730
)




(532,784
)




11,194,934Increase (decrease) in due to CGM




—





—





(22,978
)Net cash provided by (used in) operating activities




100,118,480





410,076,617





102,991,770Cash flows from financing activities:Proceeds from additions




140,284,151





249,113,429





288,276,627Payments for redemptions




(250,766,323
)




(430,561,037
)




(99,220,693
)Distribution of interest income to feeder funds




(29,028,379
)




(34,248,261
)




(11,838,172
)Net cash used in financing activities




(139,510,551
)




(215,695,869
)




177,217,762Net change in unrestricted cash




(39,392,071
)




194,380,748





280,209,532Unrestricted cash, at beginning of year




748,129,462





553,748,714





273,539,182Unrestricted cash, at end of year



$
708,737,391




$
748,129,462




$
553,748,714Non cash in financing activities:Redemption



$
4,122,259




$
—




$
—


See accompanying notes to financial statements.

F-28

---



SB AAA Master Fund LLC
Notes to Financial Statements
December 31, 2007

1.    General:

SB AAA Master Fund LLC (the ‘‘Master’’) is a limited liability company formed under the New York Limited Liability Company Law. The Master’s purpose is to engage in the speculative trading of a diversified portfolio of commodity interests including commodity futures contracts and commodity options contracts on United States exchanges and certain foreign exchanges. The Master may trade commodity futures and option contracts of any kind but intends initially to trade solely energy and energy related products. In addition, the Master may enter into swap contracts. The Master is authorized to sell an unlimited number of units (‘‘Units’’) of member interest.

On September 1, 2001 (date Master commenced trading), Smith Barney AAA Energy Fund L.P. (‘‘AAA’’) allocated substantially all of its capital and Salomon Smith Barney Orion Futures Fund L.P. (‘‘Orion’’) allocated a portion of its capital to the Master. The partnerships purchased 133,712.5867 Units of the Master with a fair value of $133,712,587 (including unrealized appreciation of $7,755,035). On July 1, 2002, Salomon Smith Barney AAA Energy Fund L.P. II (‘‘AAA II’’) allocated substantially all of its capital to the Master and purchased 64,945.0387 Units with a fair value of $94,925,000. On November 1, 2003, Pinnacle Natural Resources, L.P. (‘‘Pinnacle’’) allocated a portion of its capital to the Master and purchased 1,104.9839 Units with a fair value of $1,500,000. On October 1, 2005, Citigroup Diversified Futures Fund L.P. (‘‘Citi Div’’) allocated a portion of its capital to the Master and purchased 13,956.1190 Units with a fair value of $50,000,000. On July 1, 2005, CMF Institutional Futures Portfolio L.P. (‘‘CMF Institutional’’) allocated a portion of its capital to the Master and purchased 2,386.2338 Units with a fair value of $7,000,000. On November 1, 2005, a private investor (‘‘Private Investor’’) purchased 1,196.6879 Units with a fair value of $4,000,000. On February 28, 2006, Pinnacle redeemed its entire investment in the Master. This redemption amounted to 2,662.7928 units with a fair value of $11,982,967. On June 1, 2006, Legion Strategies LLC (‘‘Legion LLC’’) allocated a portion of its capital to the Master and purchased 827.0580 Units with a fair value of $4,000,000. On June 30, 2006, a Private investor redeemed its entire investment in the Master. This redemption amounted to 951.9315 units with a fair value of $4,795,926. On July 1, 2006, Legion Strategies, LTD (‘‘Legion LTD’’) allocated a portion of its capital to the Master and purchased 793.9501 Units with a fair value of $4,000,000. On October 1, 2006, Citigroup Energy Advisors Portfolio L.P. (‘‘Energy Advisors’’) allocated all portion of its capital to the Master and purchased 723.8213 Units with a fair value of $3,315,000. On March 1, 2007, Citigroup Global Futures LTD. (‘‘Global Futures’’) allocated all of its capital to the Master and purchased 344.5961 Units with a fair value of $1,614,644. On December 31, 2007, Legion LLC redeemed its entire investment in the Master. This redemption amounted to 761.6691 units with a fair value of $4,129,086, which includes interest income of $6,187 that is included as part of distribution payable in the Statements of Financial Condition. The Master was formed to permit commodity pools managed now or in the future by AAA Capital Management Advisors, Ltd (successor to AAA Capital Management, Inc.) (the ‘‘Advisor’’) using the Energy Program—Futures and Swaps, the Advisor’s proprietary trading program, to invest together in one vehicle.

The Master operates under a structure where its investors consist of AAA, AAA II, CitiDiv, CMF Institutional, Energy Advisors, Global Futures, Legion LTD and Orion (each a ‘‘Member’’, collectively the ‘‘Funds’’) owned 24.2% 45.6%, 9.2%, 1.7%, 1.1%, 0.9%, 0.8% and 16.5% investments in the Master at December 31, 2007, respectively. AAA, AAA II, Citi Div, CMF Institutional, Energy Advisors, Legion LLC, Legion LTD and Orion owned 26.1%, 51.1%, 8.6%, 1.1%, 0.4%, 0.4%, 0.7%, and 11.6% investments in the Master at December 31, 2006, respectively.

Citigroup Managed Futures LLC acts as the managing member (the ‘‘Managing Member’’) of the Master. The Master’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the Managing Member. The Managing Member is wholly-owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly-owned subsidiary of Citigroup Inc. All trading decisions for the Master are made by the Advisor.

F-29

---



SB AAA Master Fund LLC
Notes to Financial Statements
December 31, 2007

2.    Accounting Policies:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. | All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded in the Statements of Financial Condition at fair value on the last business day of the year, which represents market value for those commodity interests for which market quotations are readily available or other measures of fair value deemed appropriate by management of the Managing Member for those commodity interests and foreign currencies for which market quotations are not readily available, including dealer quotes for swaps and certain option contracts. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the last business day of the year. Realized gains (losses) and changes in unrealized gains (losses) on open positions are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | The Master may purchase and write (sell) options. An option is a contract allowing, but not requiring, its holder to buy (call) or sell (put) a specific or standard commodity or financial instrument at a specified price during a specified time period. The option premium is the total price paid or received for the option contract. When the Master writes an option, the premium received is recorded as a liability in the Statements of Financial Condition and marked to market daily. When the Master purchases an option, the premium paid is recorded as an asset in the Statements of Financial Condition and marked to market daily.

|   |                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|c. | All of the income and expenses and realized and unrealized gains and losses on trading of commodity interests are determined on each valuation day and allocated pro rata among the Funds at the time of such determination.

|   |                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|d. | Income taxes have not been provided as each member is individually liable for the taxes, if any, on their share of the Master’s income and expenses.

During the current year, the Partnership adopted FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (‘‘FIN 48’’). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions with respect to tax at the partnership level not deemed to meet the ‘‘more-likely-than-not’’ threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the year ended December 31, 2007 and that no provision for income tax is required in the Partnership’s financial statements.

The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States – 2004.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|e. | In September 2006, the FASB issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, ‘‘Fair Value Measurements.’’ This accounting standard establishes a single authoritative definition of fair value and sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and the interim periods within those fiscal years. The Partnership adopted SFAS No. 157 as of January 1, 2008 and the application of this standard did not impact the financial statements; however, additional disclosures will be required about the inputs used to develop the measurements.

F-30

---



SB AAA Master Fund LLC
Notes to Financial Statements
December 31, 2007

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|f. | The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

|   |            
|-- | -----------
|3. | Agreements:

|   |                           
|-- | --------------------------
|a. | Managing Member Agreement:

The Managing Member administers the business affairs of the Master.

|   |                      
|-- | ---------------------
|b. | Management Agreement:

The Managing Member, on behalf of the Master has entered into a Management Agreement with the Advisor, a registered commodity trading advisor. The Advisor is affiliated with the Managing Member and CGM but is not responsible for the organization or operation of the Master. The Management Agreement provides that the Advisor has sole discretion in determining the investment of the assets of the Master. All management fees in connection with the Management Agreement shall be borne by the Funds.

|   |                    
|-- | -------------------
|c. | Customer Agreement:

The Master has entered into a Customer Agreement with CGM whereby CGM provides services which include, among other things, the execution of transactions for the Master’s account in accordance with orders placed by the Advisor. All floor brokerage, exchange, clearing, user, give-up and National Futures Association fees are borne by the Master consistent with contractual agreements. All other fees (management fees, administrative fees, incentive fees, brokerage commissions and offering costs) shall be borne by the Funds. All of the Master’s cash is deposited by CGM in segregated bank accounts, to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2007 and 2006, the amount of cash held by the Master for margin requirements was $1,620,046 and $56,785,893, respectively. The Customer Agreement between the Master and CGM gives the Master the legal right to net unrealized gains and losses. The Customer Agreement may be terminated by either party. All commissions in connection with the Customer Agreement shall be borne by the Funds.

4.    Trading Activities:

The Master was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Master’s trading activities are shown in the Statements of Income and Expenses.

All of the commodity interests owned by the Master are held for trading purposes. The average fair values for the years ended December 31, 2007 and 2006 based on a monthly calculation, were $276,061,299 and $206,505,875, respectively. The fair values of these commodity interests, including options thereon, if applicable, at December 31, 2007 and 2006 were $293,166,993 and $189,363,535, respectively.

5.    Distributions and Redemptions:

Distributions of profits, if any, will be made at the sole discretion of the Managing Member and at such time as the Managing Member may decide. A member may require the Master to redeem their Units at their Net Asset Value of Member Interest as of the end of any day. The Managing Member, at its sole discretion, may permit redemptions more frequently than monthly. There is no fee charged to members in connection with redemptions.

F-31

---



SB AAA Master Fund LLC
Notes to Financial Statements
December 31, 2007

6.    Financial Highlights:

Changes in the Net Asset Value per Unit of Member Interest for the years ended December 31, 2007, 2006 and 2005 were as follows:

2007


2006


2005Net realized and unrealized gains*



$
618.16




$
930.06




$
2,051.93Interest income




140.84





159.95





62.49Expenses**




(2.60
)




(1.63
)




(1.92
)Increase for year




756.40





1,088.38





2,112.50Distribution of interest income to feeder funds




(139.72
)




(158.96
)




(61.78
)Net Asset Value per Unit of Member Interest, beginning of year




4,795.46





3,866.04





1,815.32Net Asset Value per Unit of Member Interest, end of year



$
5,412.14




$
4,795.46




$
3,866.04


|* | Includes brokerage commissions
|- | ------------------------------

|** | Excludes brokerage commissions
|-- | ------------------------------

Ratio to average net assets:Net investment income (loss)***




2.4
%




3.0
%




(0.0
)%****Operating expenses




0.4
%




0.4
%




2.3
%Total return




15.8
%




28.2
%




116.4
%


|*** Interest income less total expenses
|---------------------------------------

|**** Due to rounding
|--------------------

The above ratios may vary for individual investors based on the timing of capital transactions during the year.

7.    Financial Instrument Risks:

In the normal course of its business, the Master 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, options and swaps whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, 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 or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. 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.

Market risk is the potential for changes in the value of the financial instruments traded by the Master 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.

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. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Master’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in

F-32

---



SB AAA Master Fund LLC
Notes to Financial Statements
December 31, 2007

the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Master has concentration risk because a significant counterparty or broker with respect to the Master’s assets is CGM. As of December 31, 2007, the counterparties to the Master’s swap contracts were Citibank, N.A., which is affiliated with the Master, Morgan Stanley Capital Group Inc., J. Aron & Company and BP Corporation North America, Inc.

The Managing Member monitors and controls the Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems and, accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Master is subject. These monitoring systems allow the Managing Member to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards, options and swaps positions by sector, margin requirements, gain and loss transactions and collateral positions.

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

8.    Recent Accounting Pronouncement:

On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.

F-33

---



Selected unaudited quarterly financial data for AAA Master for the years ended December 31, 2007 and 2006 is summarized below:

For the period from
October 1, 2007 to
December 31, 2007


For the period from
July 1, 2007 to
September 30, 2007


For the period from
April 1, 2007 to
June 30, 2007


For the period from
January 1, 2007 to
March 31, 2007Net realized and unrealized trading gains net of brokerage commissions and clearing fees including interest income



$
21,874,494




$
30,964,379




$
92,827,279




$
3,172,564Net income



$
21,747,533




$
30,790,629




$
92,723,530




$
3,068,814Increase in Net Asset Value
per Unit



$
117.32




$
156.94




$
462.46




$
19.68


For the period from
October 1, 2006 to
December 31, 2006


For the period from
July 1, 2006 to
September 30, 2006


For the period from
April 1, 2006 to
June 30, 2006


For the period from
January 1, 2006 to
March 31, 2006Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees including interest income



$
50,898,983




$
(91,262,496
)



$
62,675,220




$
234,063,396Net income (loss)



$
50,852,394




$
(91,369,000
)



$
62,568,720




$
233,956,896Increase (decrease) in Net Asset Value per Unit



$
243.68




$
(418.63
)



$
275.47




$
987.86


F-34

---



To the Limited Partners of
CMF Willowbridge Argo Master Fund L.P.

To the best of the knowledge and belief of the undersigned, the information contained herein is accurate and complete.




|
|
|
|

By:   Jennifer Magro
Chief Financial Officer and Director
Citigroup Managed Futures LLC
General Partner,
CMF Willowbridge Argo Master Fund L.P.


Citigroup Managed Futures LLC
731 Lexington Avenue
25th Floor
New York, N.Y. 10022
212-559-2011


F-35

---



Report of Independent Registered Public Accounting Firm

The Partners
CMF Willowbridge Argo Master Fund L.P.:

We have audited the accompanying statements of financial condition of CMF Willowbridge Argo Master Fund L.P. (the ‘‘Partnership’’), including the schedules of investments, as of December 31, 2007 and 2006, and the related statements of income and expenses, changes in partners’ capital, and cash flows for each of the years in the two-year period ended December 31, 2007 and for the period July 1, 2005 (commencement of trading operations) to December 31, 2005. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CMF Willowbridge Argo Master Fund L.P. as of December 31, 2007 and 2006, and the results of its operations, changes in partners’ capital, and its cash flows for each of the years in the two-year period ended December 31, 2007 and for the period July 1, 2005 to December 31, 2005, in conformity with U.S. generally accepted accounting principles.




New York, New York
March 24, 2008

F-36

---



CMF Willowbridge Argo Master Fund L.P.
Statements of Financial Condition
December 31, 2007 and 2006

2007


2006Assets:Equity in commodity futures trading account:Cash (restricted $14,736,861 and $30,767,776 in 2007 and 2006, respectively) (Note 3c)



$
202,920,232




$
172,550,382Net unrealized appreciation on open futures contracts




10,159,667





11,034,683213,079,899





183,585,065Interest receivable




472,310





640,411$
213,552,209




$
184,225,476Liabilities and Partners’ Capital:Liabilities:Accrued expenses:Professional fees



$
24,877




$
16,935Distribution payable (Note 5)




472,310





640,411497,187





657,346Partners’ Capital:Limited Partners’ Capital, 151,669.7533 and 167,708.5349 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




213,055,022





183,568,130$
213,552,209




$
184,225,476


See accompanying notes to financial statements.

F-37

---



CMF Willowbridge Argo Master Fund L.P.
Schedule of Investments
December 31, 2007

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedCurrencies



$
(660,785
)




(0.31
)%Energy




3,295,752





1.55Grains




6,206,586





2.91Interest Rates U.S.




999,269





0.47Interest Rates Non-U.S.




309,793





0.14Metals




63,190





0.03Softs




359,678





0.17Total futures contracts purchased




10,573,483





4.96Futures Contracts SoldCurrencies




(17,588
)




(0.01
)Energy




(278,590
)




(0.13
)Interest Rates Non-U.S.




(170,173
)




(0.08
)Livestock




79,810





0.04Metals




(27,275
)




(0.01
)Total futures contracts sold




(413,816
)




(0.19
)Total fair value



$
10,159,667





4.77
%


See accompanying notes to financial statements.

F-38

---



CMF Willowbridge Argo Master Fund L.P.
Schedule of Investments
December 31, 2006

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedCurrencies



$
(2,987,188
)




(1.62
)%Grains




1,292,433





0.70Interest Rates Non-U.S.




(580,206
)




(0.32
)Livestock




8,600





0.01Softs




1,989,611





1.08Total futures contracts purchased




(276,750
)




(0.15
)Futures Contracts SoldCurrencies




1,872,760





1.02Energy




1,475,125





0.80Interest Rates Non-U.S.




3,625,998





1.98Metals




4,337,550





2.36Total futures contracts sold




11,311,433





6.16Total fair value



$
11,034,683





6.01
%


See accompanying notes to financial statements.

F-39

---



CMF Willowbridge Argo Master Fund L.P.
Statements of Income and Expenses
for the years ended December 31, 2007 and 2006 and the period from July 1, 2005
(commencement of trading operations)
to December 31, 2005

2007


2006


2005Income:Net gains (losses) on trading of commodity interests:Net realized gains on closed positions and foreign currencies



$
45,753,249




$
7,356,887




$
13,894,169Change in net unrealized gains (losses) on open positions




(875,016
)




199,393





(5,407,459
)44,878,233





7,556,280





8,486,710Interest income




6,365,854





6,973,475





2,289,31451,244,087





14,529,755





10,776,024Expenses:Clearing fees




437,674





686,498





340,941Professional fees




29,863





34,341





30,334467,537





720,839





371,275Net income



$
50,776,550




$
13,808,916




$
10,404,749Net income per Redeemable Unit of Limited Partnership Interest (Notes 1 and 6)



$
352.58




$
83.95




$
66.81


See accompanying notes to financial statements.

F-40

---



CMF Willowbridge Argo Master Fund L.P.
Statements of Changes in Partners’ Capital
for the years ended December 31, 2007 and 2006 and the period from July 1, 2005
(commencement of trading operations)
to December 31, 2005

Partners’
CapitalInitial capital contribution from Limited Partners at July 1, 2005 representing 159,565.2554 Redeemable Units of Limited Partnership Interest



$
159,565,255Net income




10,404,749Sale of 17,026.7433 Redeemable Units of Limited Partnership Interest




18,543,000Redemption of 15,382.5938 Redeemable Units of Limited Partnership Interest




(16,541,639
)Distribution of interest income to feeder funds




(2,289,314
)Partners’ Capital at December 31, 2005




169,682,051Net income




13,808,916Sale of 28,094.8487 Redeemable Units of Limited Partnership Interest




30,189,283Redemption of 21,595.7187 Redeemable Units of Limited Partnership Interest




(23,138,645
)Distribution of interest income to feeder funds




(6,973,475
)Partners’ Capital at December 31, 2006




183,568,130Net income




50,776,550Sale of 27,402.5153 Redeemable Units of Limited Partnership Interest




30,563,510Redemption of 43,441.2969 Redeemable Units of Limited Partnership Interest




(45,487,314
)Distribution of interest income to feeder funds




(6,365,854
)Partners’ Capital at December 31, 2007



$
213,055,022Net Asset Value per Redeemable Unit of Limited Partnership Interest:


2005:


$1,052.562006:


$1,094.572007:


$1,404.73


See accompanying notes to financial statements.

F-41

---



CMF Willowbridge Argo Master Fund L.P.
Statements of Cash Flows
for the years ended December 31, 2007 and 2006 and the period from July 1, 2005
(commencement of trading operations) to
December 31, 2005

2007


2006


2005Cash flows from operating activities:Net income



$
50,776,550




$
13,808,916




$
10,404,749Adjustments to reconcile net income to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




16,030,915





(8,435,579
)




(22,332,197
)(Increase) decrease in net unrealized appreciation on open futures contracts




875,016





(199,393
)




5,407,459(Increase) decrease in interest receivable




168,101





(195,768
)




(444,643
)Accrued expenses:Increase (decrease) in professional fees




7,942





(13,399
)




30,334Net cash provided by (used in) operating activities




67,858,524





4,964,777





(6,934,298
)Cash flows from financing activities:Proceeds from additions – Limited Partners




30,563,510





30,189,283





161,865,506Payments for redemptions – Limited Partners




(45,487,314
)




(23,138,645
)




(16,541,639
)Distribution of interest income to feeder funds




(6,533,955
)




(6,777,707
)




(1,844,671
)Net cash provided by (used in) financing activities




(21,457,759
)




272,931





143,479,196Net change in unrestricted cash




46,400,765





5,237,708





136,544,898Unrestricted cash, at beginning of period




141,782,606





136,544,898





—Unrestricted cash, at end of period



$
188,183,371




$
141,782,606




$
136,544,898Non cash financing activities:Contribution of open commodity futures and forwards positions



$
—




$
—




$
16,242,749


See accompanying notes to financial statements.

F-42

---



CMF Willowbridge Argo Master Fund L.P.
Notes to Financial Statements
December 31, 2007

1.    Partnership Organization:

CMF Willowbridge Argo Master Fund L.P. (the ‘‘Master’’) is a limited partnership which was organized under the partnership laws of the State of New York to engage in the speculative trading of a diversified portfolio of commodity interests, including futures contracts, options and forward contracts. The commodity interests that are traded by the Master are volatile and involve a high degree of market risk. The Master is authorized to sell an unlimited number of redeemable units (‘‘Redeemable Units’’) of Limited Partnership Interest.

On July 1, 2005, (commencement of trading operations), Smith Barney Diversified Futures Fund L.P. (‘‘Diversified’’), Smith Barney Diversified Futures Fund L.P. II (‘‘Diversified II’’), Salomon Smith Barney Orion Futures Fund L.P. (‘‘Orion’’), CMF Institutional Futures Portfolio L.P. (‘‘CMF Institutional’’) and Citigroup Diversified Futures Fund L.P. (‘‘Citigroup Diversified’’) allocated a portion of their capital to the Master. Diversified purchased 12,259.3490 Redeemable Units of the Master with cash of $11,118,119 and a contribution of open commodity futures and forwards positions with a fair value of $1,141,230, Diversified II purchased 10,980.9796 Redeemable Units of the Master with cash of $9,895,326 and a contribution of open commodity futures and forwards positions of $1,085,654, Orion purchased 33,529.1186 Redeemable Units of the Master with cash of $29,866,194 and a contribution of open commodity futures and forwards positions with a fair value of $3,662,925, CMF Institutional invested $7,000,000 of its’ initial capital and purchased 7,000.0000 Redeemable Units of the Master with cash of 16,242,748 and Citigroup Diversified purchased 95,795.8082 Redeemable Units of the Master with cash of $85,442,868 and a contribution of open commodity futures and forwards positions with a fair value of $10,352,940. The Master was formed to permit commodity pools managed now and in the future by Willowbridge Associates Inc. (the ‘‘Advisor’’) using the Argo Program, the Advisor’s proprietary trading program, to invest together in one trading vehicle.

The Master operates under a structure where its investors consist of Diversified, Diversified II, Orion, Citigroup Diversified and CMF Institutional (each a ‘‘Feeder’’, collectively the ‘‘Funds’’) with 4.3%, 3.9%, 42.5%, 44.3% and 5.0% ownership interest of the Master at December 31, 2007, respectively and with 6.5%, 5.7%, 33.9% 50.2% and 3.7% ownership interest in the Master at December 31, 2006, respectively.

Citigroup Managed Futures LLC acts as the general partner (the ‘‘General Partner’’) of the Master. The Master’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. All trading decisions for the Master are made by the Advisor.

2.    Accounting Policies:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. | All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded in the Statements of Financial Condition at fair value on the last business day of the year, which represents market value for those commodity interests for which market quotations are readily available or other measures of fair value deemed appropriate by management of the General Partner for those commodity interests and foreign currencies for which market quotations are not readily available, including dealer quotes for swaps and certain open contracts. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the last business day of the year. Realized gains (losses) and changes in unrealized gains (losses) on open positions are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests in the Statements of Income and Expenses.

|   |                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | All of the income and expenses and unrealized gains and losses on trading of commodity interests are determined on each valuation day and are allocated pro rata among the Funds at the time of such determination.

F-43

---



CMF Willowbridge Argo Master Fund L.P.
Notes to Financial Statements
December 31, 2007

|   |                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|c. | Income taxes have not been provided as each Partner is individually liable for the taxes, if any, on their share of the Master’s income and expenses.

During the current year, the Partnership adopted FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (‘‘FIN 48’’). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions with respect to tax at the partnership level not deemed to meet the ‘‘more-likely-than-not’’ threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the year ended December 31, 2007 and that no provision for income tax is required in the Partnership’s financial statements.

The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States - 2004.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|d. | In September 2006, the FASB issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, ‘‘Fair Value Measurements.’’ This accounting standard establishes a single authoritative definition of fair value and sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and the interim periods within those fiscal years. The Partnership adopted SFAS No. 157 as of January 1, 2008 and the application of this standard did not impact the financial statements; however, additional disclosures will be required about the inputs used to develop the measurements.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|e. | The preparation of financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and accompanying notes and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

3.    Agreements:

|   |                               
|-- | ------------------------------
|a. | Limited Partnership Agreement:

| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | The General Partner administers the business and affairs of the Master including selecting one or more advisors to make trading decisions for the Master.

| |    |                      
| | -- | ---------------------
| | b. | Management Agreement:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The General Partner, on behalf of the Master, has entered into a management agreement (the ‘‘Management Agreement’’) with the Advisor, a registered commodity trading advisor. The Advisor is not affiliated with the General Partner or CGM and is not responsible for the organization or operation of the Partnership. The Management Agreement provides that the Advisor has sole discretion in determining the investment of the assets of the Master. All management fees in connection with the Management Agreement are borne by the Funds.

| |    |                    
| | -- | -------------------
| | c. | Customer Agreement:

| |                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Master has entered into a customer agreement (the ‘‘Customer Agreement’’) with CGM whereby CGM provides services which include, among other things, the execution of transactions

F-44

---



CMF Willowbridge Argo Master Fund L.P.
Notes to Financial Statements
December 31, 2007

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | for the Master’s account in accordance with orders placed by the Advisor. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Master. All other fees including CGM’s direct brokerage commission shall be borne by the Funds. All of the Master’s assets are deposited in the Master’s account at CGM. The Master’s cash is deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2007 and 2006, the amount of cash held by the Master for margin requirements were $14,736,861 and $30,767,776, respectively. The Customer Agreement between the Master and CGM gives the Master the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

4.    Trading Activities:

The Master was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity interests. The results of the Master’s trading activities are shown in the Statements of Income and Expenses.

All of the commodity interests owned by the Master are held for trading purposes. The average monthly fair value for the years ended December 31, 2007 and 2006 were $11,939,322 and $14,580,745, respectively.

5.    Distributions and Redemptions:

Distributions of profits, if any, will be made at the sole discretion of the General Partner and at such times as the General Partner may decide. A Limited Partner may require the Partnership to redeem their Redeemable Units at their Net Asset Value as of the end of any day. The General Partner at its sole discretion, may permit redemptions more frequently than monthly, there is no fee charged in connection with redemptions.

F-45

---



CMF Willowbridge Argo Master Fund L.P.
Notes to Financial Statements
December 31, 2007

6.    Financial Highlights:

Changes in the Net Asset Value per Redeemable Unit of Limited Partnership Interest for the years ended December 31, 2007 and 2006 and the period July 1, 2005 (commencement of trading operations) to December 31, 2005 were as follows:

2007


2006


2005Net realized and change in unrealized gains*



$
310.35




$
42.22




$
52.75Interest income




42.42





41.94





14.25Expenses**




(0.19
)




(0.21
)




(0.19
)Increase for the period




352.58





83.95





66.81Distribution of interest income to feeder funds




(42.42
)




(41.94
)




(14.25
)Net Asset Value per Redeemable Unit of Limited Partnership Interest, beginning of period




1,094.57





1,052.56





1,000.00Net Asset Value per Redeemable Unit of Limited Partnership Interest, end of period



$
1,404.73




$
1,094.57




$
1,052.56


|  |                       
|- | ----------------------
|* | Includes clearing fees

|   |                       
|-- | ----------------------
|** | Excludes clearing fees

Ratios to Average Net Assets:Net investment income****




3.5
%




3.6
%




2.0
%***Operating expenses




0.3
%




0.4
%




0.4
%***Total return




32.2
%




8.0
%




6.7
%


|    |           
|--- | ----------
|*** | Annualized

|     |                                    
|---- | -----------------------------------
|**** | Interest income less total expenses

The above ratios may vary for individual investors based on the timing of capital transactions during the period.

F-46

---



CMF Willowbridge Argo Master Fund L.P.
Notes to Financial Statements
December 31, 2007

7.    Financial Instrument Risks:

In the normal course of its business, the Master 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 and options, whose values are based upon an underlying asset, index, or reference rate and generally represent future commitments to exchange currencies or cash flows, or 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 or over-the-counter (‘‘OTC’’). Exchange-traded instruments are standardized and include futures and certain options contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. 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.

Market risk is the potential for changes in the value of the financial instruments traded by the Master 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.

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. Credit risk with respect to exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Master’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Master has credit risk and concentration risk because the sole counterparty or broker with respect to the Master’s assets is CGM.

The General Partner monitors and controls the Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Master is subject. These monitoring systems allow the General Partner to analyze statistically actual trading results with risk- adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

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

8.    Recent Accounting Pronouncement:

On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.

F-47

---



Selected unaudited quarterly financial data for Willowbridge Master for the years ended December 31, 2007 and 2006 is summarized below.

For the period from
October 1, 2007 to
December 31, 2007


For the period from
July 1, 2007 to
September 30, 2007


For the period from
April 1, 2007 to
June 30, 2007


For the period from
January 1, 2007 to
March 31, 2007Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees including interest income



$
46,270,390




$
(6,130,894
)



$
40,955,768




$
(30,288,851
)Net income (loss)



$
46,266,008




$
(6,138,210
)



$
40,946,666




$
(30,297,914
)Increase (decrease) in Net Asset Value per Unit



$
310.58




$
(42.99
)



$
280.04




$
(195.05
)


For the period from
October 1, 2006 to
December 31, 2006


For the period from
July 1, 2006 to
September 30, 2006


For the period from
April 1, 2006 to
June 30, 2006


For the period from
January 1, 2006 to
March 31, 2006Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees including interest income



$
4,194,995




$
(4,793,008
)



$
31,207,878




$
(16,766,608
)Net income (loss)



$
4,186,340




$
(4,801,665
)



$
31,199,317




$
(16,775,076
)Increase (decrease) in Net Asset Value per Unit



$
24.45




$
(31.09
)



$
194.73




$
(104.14
)


F-48

---



To the Limited Partners of
CMF Winton Master L.P.

To the best of the knowledge and belief of the undersigned, the information contained herein is accurate and complete.




|
|
|
|

By:   Jennifer Magro
Chief Financial Officer and Director
Citigroup Managed Futures LLC
General Partner,
CMF Winton Master L.P.


Citigroup Managed Futures LLC
731 Lexington Avenue
25th Floor
New York, N.Y. 10022
212-559-2011


F-49

---



Report of Independent Registered Public Accounting Firm

The Partners
CMF Winton Master L.P.:

We have audited the accompanying statements of financial condition of CMF Winton Master L.P. (the ‘‘Partnership’’), including the schedules of investments, as of December 31, 2007 and 2006, and the related statements of income and expenses, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2007. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CMF Winton Master L.P. as of December 31, 2007 and 2006, and the results of its operations, changes in partners’ capital, and its cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.




New York, New York
March 24, 2008

F-50

---



CMF Winton Master L.P.
Statements of Financial Condition
December 31, 2007 and 2006

2007


2006Assets:Equity in commodity futures trading account:Cash (restricted $38,923,845 and $43,178,150 in 2007 and 2006, respectively) (Note 3c)



$
453,943,515




$
262,891,418Net unrealized appreciation on open futures contracts




8,112,545





9,397,524Unrealized appreciation on open forward contracts




1,858,698





3,304,098463,914,758





275,593,040Interest receivable




1,028,543





997,069$
464,943,301




$
276,590,109Liabilities and Partners’ Capital:Liabilities:Unrealized depreciation on open forward contracts



$
3,380,482




$
2,689,921Accrued expenses:Professional fees




23,230





19,961Distribution payable (Note 5)




1,028,543





997,069Redemption payable (Note 5)




3,465,913





—7,898,168





3,706,951Partners’ Capital:Limited Partners’ Capital, 287,763.7942 and 199,559.1109 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




457,045,133





272,883,158$
464,943,301




$
276,590,109


See accompanying notes to financial statements.

F-51

---



CMF Winton Master L.P.
Schedule of Investments
December 31, 2007

Fair Value


% of Partners
CapitalFutures Contracts PurchasedCurrencies



$
(1,346,736
)




(0.29
)%Energy




2,391,339





0.52Grains




4,780,769





1.05Indices




482,992





0.10Interest Rates U.S.




145,156





0.03Interest Rates Non-U.S.




1,045,608





0.23Livestock




(62,428
)




(0.01
)Metals




1,901,510





0.41Softs




27,817





0.01Total futures contracts purchased




9,366,027





2.05Futures Contracts SoldCurrencies




(151,864
)




(0.03
)Energy




(326,420
)




(0.07
)Indices




96,301





0.02Interest Rates U.S.




(9,475
)




(0.00
)*Interest Rates Non-U.S.




(183,209
)




(0.04
)Livestock




159,920





0.03Lumber




2,805





0.00
*Metals




1,950





0.00
*Softs




(843,490
)




(0.18
)Total futures contracts sold




(1,253,482
)




(0.27
)Unrealized Appreciation on Open Forward ContractsMetals




1,858,698





0.40Total unrealized appreciation on open forward contracts




1,858,698





0.40Unrealized Depreciation on Open Forward ContractsMetals




(3,380,482
)




(0.74
)Total unrealized depreciation on open forward contracts




(3,380,482
)




(0.74
)Total fair value



$
6,590,761





1.44
%


|* | Due to rounding
|- | ---------------

See accompanying notes to financial statements.

F-52

---



CMF Winton Master L.P.
Schedule of Investments
December 31, 2006

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedCurrencies



$
473,762





0.17
%Grains




165,200





0.06Indices




4,915,493





1.80Interest Rates U.S.




(1,983,312
)




(0.72
)Interest Rates Non-U.S.




(845,957
)




(0.31
)Livestock




164,530





0.06Metals




(600,735
)




(0.22
)Softs




(89,025
)




(0.03
)Total futures contracts purchased




2,199,956





0.81Futures Contracts SoldCurrencies




3,411,466





1.25Energy




3,167,412





1.16Grains




(639,288
)




(0.23
)Interest Rates U.S.




55,050





0.02Interest Rates Non-U.S.




1,284,300





0.47Livestock




(13,400
)




(0.01
)Softs




(67,972
)




(0.02
)Total futures contracts sold




7,197,568





2.64Unrealized Appreciation on Open Forward ContractsMetals




3,304,098





1.21Total unrealized appreciation on open forward contracts




3,304,098





1.21Unrealized Depreciation on Open Forward ContractsMetals




(2,689,921
)




(0.99
)Total unrealized depreciation on open forward contracts




(2,689,921
)




(0.99
)Total fair value



$
10,011,701





3.67
%


See accompanying notes to financial statements.

F-53

---



CMF Winton Master L.P.
Statements of Income and Expenses
for the years ended December 31, 2007, 2006 and 2005

2007


2006


2005Income:Net gains (losses) on trading of commodity interests:Net realized gains on closed positions and foreign currencies



$
67,378,983




$
29,047,931




$
13,732,305Change in net unrealized gains (losses) on open positions




(3,420,940
)




5,283,954





3,099,27563,958,043





34,331,885





16,831,580Interest income




14,456,282





10,072,338





4,288,08778,414,325





44,404,223





21,119,667Expenses:Clearing fees




861,888





950,836





1,166,831Professional fees




33,468





21,458





56,062895,356





972,294





1,222,893Net income



$
77,518,969




$
43,431,929




$
19,896,774Net income per Redeemable Unit of Limited Partnership Interest (Notes 1 and 6)



$
276.81




$
232.02




$
142.03


See accompanying notes to financial statements.

F-54

---



CMF Winton Master L.P.
Statements of Changes in Partners’ Capital
for the years ended December 31, 2007, 2006 and 2005

Partners’
CapitalPartners’ Capital at December 31, 2004



$
115,125,329Net income




19,896,774Sale of 100,687.9895 Units of Limited Partners’ Interest




114,746,235Redemption of 57,345.7562 Units of Limited Partners’ Interest




(66,873,662
)Distribution of interest income to feeder funds




(4,288,087
)Partners’ Capital at December 31, 2005




178,606,589Net income




43,431,929Sale of 105,066.7150 Redeemable Units of Limited Partnership Interest




130,956,345Redemption of 55,862.7262 Redeemable Units of Limited Partnership Interest




(70,039,367
)Distribution of interest income to feeder funds




(10,072,338
)Partners’ Capital at December 31, 2006




272,883,158Net income




77,518,969Sale of 123,458.3915 Redeemable Units of Limited Partnership Interest




172,636,530Redemption of 35,253.7082 Redeemable Units of Limited Partnership Interest




(51,537,242
)Distribution of interest income to feeder funds




(14,456,282
)Partners’ Capital at December 31, 2007



$
457,045,133Net Asset Value per Redeemable Unit of Limited Partnership Interest:


2005


$1,187.902006


$1,367.432007


$1,588.26


See accompanying notes to financial statements.

F-55

---



CMF Winton Master L.P.
Statements of Cash Flows
for the years ended December 31, 2007, 2006 and 2005

2007


2006


2005Cash flows from operating activities:Net income



$
77,518,969




$
43,431,929




$
19,896,774Adjustments to reconcile net income to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




4,254,305





(1,813,897
)




(15,099,667
)(Increase) decrease in net unrealized appreciation on open futures contracts




1,284,979





(8,352,716
)




(65,269
)(Increase) decrease in unrealized appreciation on open forward contracts




1,445,400





3,355,634





(5,084,256
)(Increase) decrease in interest receivable




(31,474
)




(507,020
)




(323,852
)Increase (decrease) in unrealized depreciation on open forward contracts




690,561





(286,872
)




2,050,250Accrued expenses:Increase (decrease) in professional fees




3,269





(37,331
)




45,292Net cash provided by (used in) operating activities




85,166,009





35,789,727





1,419,272Cash flows from financing activities:Proceeds from additions




172,636,530





130,956,345





114,746,235Payments for redemptions




(48,071,329
)




(70,039,367
)




(66,873,662
)Distribution of interest income to feeder funds




(14,424,808
)




(9,565,318
)




(3,964,235
)Net cash provided by (used in) financing activities




110,140,393





51,351,660





43,908,338Net change in unrestricted cash




195,306,402





87,141,387





45,327,610Unrestricted cash, at beginning of year




219,713,268





132,571,881





87,244,271Unrestricted cash, at end of year



$
415,019,670




$
219,713,268




$
132,571,881Non-cash financing activities:Increase in redemption payable



$
3,465,913




$
—




$
—


See accompanying notes to financial statements.

F-56

---



CMF Winton Master L.P.

Notes to Financial Statements
December 31, 2007

1.    Partnership Organization:

CMF Winton Master L.P. (the ‘‘Master’’) is a limited partnership which was organized under the partnership laws of the State of New York to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options and forward contracts. The commodity interests that are traded by the Master are volatile and involve a high degree of market risk. The Master is authorized to sell an unlimited number of Redeemable Units (‘‘Redeemable Units’’) of Limited Partnership Interest.

On November 1, 2004 (date Master commenced trading), CMF Winton Feeder I L.P. (‘‘Winton Feeder’’) allocated substantially all of its capital and Smith Barney Diversified Futures Fund L.P. (‘‘Diversified’’) and Salomon Smith Barney Orion Futures Fund L.P. (‘‘Orion’’) allocated a portion of their capital to the Master. Winton Feeder purchased 2,000.0000 Units of the Master with cash equal to $2,000,000. Orion purchased 35,389.8399 Units of the Master with cash equal to $33,594,083 and a contribution of open commodity futures and forward positions with a fair value of $1,795,757. Diversified purchased 15,054.1946 Units of the Master with cash equal to $14,251,586 and a contribution of open commodity futures and forward positions with a fair value of $802,609. On December 1, 2004, Citigroup Diversified Futures Fund L.P. (‘‘Citigroup Diversified’’) allocated a portion of its capital to the Master and purchased 52,981.2908 Units with cash equal to $57,471,493. On July 1, 2005 CMF Institutional Futures Portfolio L.P. (‘‘CMF Institutional’’) allocated a portion of its capital to the Master and purchased 5,741.8230 Units of the Master with cash equal to $7,000,000. On May 1, 2006 Alera Portfolios SPC. (‘‘Alera SPC’’) allocated a portion of its capital to the Master and purchased 3,711.7321 Units of the Master with cash equal to $4,909,537. On June 1, 2006 Legion Strategies LLC (‘‘Winton Legion’’) allocated a portion of its capital to the Master and purchased 2,355.4605 Units of the Master with cash equal to $3,000,000. On February 1, 2007 Citigroup Abingdon Futures Fund L.P. (‘‘Abingdon’’) allocated a portion of its capital to the Master and purchased 9,017.0917 Units of the Master with cash equal to $12,945,000. On March 1, 2007 Citigroup Global Futures L.L.C. (‘‘Global Futures’’) allocated a portion of its capital to the Master and purchased 1,875.7046 Units of the Master with cash equal to $2,500,000. On March 31, 2007, Alera SPC redeemed its entire investment in the Master. This amounted to 1,446.6172 units with a fair value of $1,850,255, which includes interest income of $7,907. On December 31, 2007, Winton Legion redeemed its entire investment in the Master. This amounted to 2,182.2006 units with a fair value of $3,474,547, which includes interest income of $8,634 that is included as part of distribution payable in the Statements of Financial Condition. The Master was formed to permit commodity pools managed now or in the future by Winton Capital Management Limited (the ‘‘Advisor’’) using the Diversified Program, the Advisor’s proprietary trading program, to invest together in one vehicle.

The Master’s investors consist of Diversified, Orion, Winton Feeder, Citigroup Diversified, CMF Institutional, Abingdon, and Global Futures (each a ‘‘Feeder’’, collectively the ‘‘Funds’’) with 3.5%, 38.4%, 6.7%, 26.3%, 2.8%, 20.2%, and 2.1% investments in the Master at December 31, 2007, respectively. Diversified, Orion, Winton Feeder, Citigroup Diversified, CMF Institutional, Alera SPC, and Winton Legion had 5.5%, 42.3%, 5.0%, 42.0%, 3.3%, 0.7%, and 1.2% investments in the Master at December 31, 2006, respectively.

Citigroup Managed Futures LLC acts as the general partner (the ‘‘General Partner’’) of the Master. The Master’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner. The General Partner is wholly-owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly-owned subsidiary of Citigroup Inc. As of December 31, 2007, all trading decisions for the Master are made by the Advisor.

2.    Accounting Policies:

|   |                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. | All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on trade date

F-57

---



CMF Winton Master L.P.

Notes to Financial Statements
December 31, 2007

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and open contracts are recorded in the Statements of Financial Condition at fair value on the last business day of the year, which represents market value for those commodity interests for which market quotations are readily available. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the last business day of the year. Realized gains (losses) and changes in unrealized gains (losses) on open positions are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests.

|   |                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | All of the income and expenses and unrealized gains and losses on trading of commodity interests are determined on each valuation day and are allocated pro rata among the Funds at the time of such determination.

|   |                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|c. | Income taxes have not been provided as each Partner is individually liable for the taxes, if any, on their share of the Master’s income and expenses.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the current year, the Partnership adopted FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (‘‘FIN 48’’). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions with respect to tax at the partnership level not deemed to meet the ‘‘more-likely-than-not’’ threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the year ended December 31, 2007 and that no provision for income tax is required in the Partnership’s financial statements.

The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States – 2004.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|d. | In September 2006, the FASB issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, ‘‘Fair Value Measurements.’’ This accounting standard establishes a single authoritative definition of fair value and sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and the interim periods within those fiscal years. The Partnership adopted SFAS No. 157 on January 1, 2008 and the application of this standard did not impact the financial statements; however, additional disclosures will be required about the inputs used to develop the measurements.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|e. | The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

3.    Agreements:

|   |                               
|-- | ------------------------------
|a. | Limited Partnership Agreement:

| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | The General Partner administers the business and affairs of the Master including selecting one or more advisors to make trading decisions for the Master.

F-58

---



CMF Winton Master L.P.

Notes to Financial Statements
December 31, 2007

| |    |                      
| | -- | ---------------------
| | b. | Management Agreement:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The General Partner, on behalf of the Master, has entered into a Management Agreement with the Advisor, a registered commodity trading advisor. The Advisor is not affiliated with the General Partner or CGM and is not responsible for the organization or operation of the Partnership. The Management Agreement provides that the Advisor has sole discretion in determining the investment of the assets of the Master. All management fees in connection with the Management Agreement are borne by the Funds.

| |    |                    
| | -- | -------------------
| | c. | Customer Agreement:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Master has entered into a Customer Agreement with CGM whereby CGM provides services which include, among other things, the execution of transactions for the Master’s account in accordance with orders placed by the Advisor. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Master. All other fees including CGM’s direct brokerage commission shall be borne by the Funds. All of the Master’s assets are deposited in the Master’s account at CGM. The Master’s cash is deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2007 and 2006, the amount of cash held by the Master for margin requirements was $38,923,845 and $43,178,150, respectively. The Customer Agreement between the Master and CGM gives the Master the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

4.    Trading Activities:

The Master was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity interests. The results of the Master’s trading activities are shown in the Statements of Income and Expenses.

All of the commodity interests owned by the Master are held for trading purposes. The average fair value during the years ended December 31, 2007 and 2006 based on a monthly calculation, was $13,531,584 and $8,889,539, respectively.

5.    Distributions and Redemptions:

Distributions of profits, if any, will be made at the sole discretion of the General Partner and at such times as the General Partner may decide. A Limited Partner may require the Partnership to redeem their Redeemable Units at their Net Asset Value as of the end of any day. The General Partner at its sole discretion, may permit redemptions more frequently than monthly. There is no fee charged in connection with redemptions.

F-59

---



CMF Winton Master L.P.

Notes to Financial Statements
December 31, 2007

6.    Financial Highlights:

Changes in the Net Asset Value per Redeemable Unit of Partnership Interest for the years ended December 31, 2007, 2006 and 2005 were as follows:

2007


2006


2005Net realized and unrealized gains*



$
220.96




$
179.65




$
112.51Interest income




55.98





52.49





29.94Expenses**




(0.13
)




(0.12
)




(0.42
)Increase for the year




276.81





232.02





142.03Distribution of interest income to feeder funds




(55.98
)




(52.49
)




(29.94
)Net Asset Value per Redeemable Unit of Limited Partnership Interest, beginning of year




1,367.43





1,187.90





1,075.81Net Asset Value per Redeemable Unit of Limited Partnership Interest, end of year



$
1,588.26




$
1,367.43




$
1,187.90


|  |                       
|- | ----------------------
|* | Includes clearing fees

|   |                       
|-- | ----------------------
|** | Excludes clearing fees

Ratios to Average Net Assets:Net investment income***




3.7
%




3.8
%




1.9
%Operating expenses




0.2
%




0.4
%




0.8
%Total return




20.2
%




19.5
%




13.2
%


|    |                                    
|--- | -----------------------------------
|*** | Interest income less total expenses

The above ratios may vary for individual investors based on the timing of capital transactions during the year. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expense and average net assets.

7.    Financial Instrument Risks:

In the normal course of its business, the Master 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 and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, or 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 or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain options contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. 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.

Market risk is the potential for changes in the value of the financial instruments traded by the Master 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.

F-60

---



CMF Winton Master L.P.

Notes to Financial Statements
December 31, 2007

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. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Master’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Master has credit risk and concentration risk because the sole counterparty or broker with respect to the Master’s assets is CGM.

The General Partner monitors and controls the Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Master is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

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

8.    Recent Accounting Pronouncement:

On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.

F-61

---



Selected unaudited quarterly financial data for Winton Master for the years ended December 31, 2007 and 2006 are summarized below:

For the period from
October 1, 2007 to
December 31, 2007


For the period from
July 1, 2007 to
September 30, 2007


For the period from
April 1, 2007 to
June 30, 2007


For the period from
January 1, 2007 to
March 31, 2007Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees including interest income



$
26,421,519




$
22,636,219




$
47,121,703




$
(18,627,004
)Net income (loss)



$
26,421,271




$
22,624,252




$
47,111,076




$
(18,637,630
)Increase (decrease) in Net Asset Value per Unit



$
93.17




$
77.99




$
184.27




$
(78.62
)


For the period from
October 1, 2006 to
December 31, 2006


For the period from
July 1, 2006 to
September 30, 2006


For the period from
April 1, 2006 to
June 30, 2006


For the period from
January 1, 2006 to
March 31, 2006Net realized and unrealized trading gains net of brokerage commissions and clearing fees including interest income



$
19,949,441




$
8,524,313




$
3,562,025




$
11,417,608Net income



$
19,931,011




$
8,522,826




$
3,562,025




$
11,416,067Increase in Net Asset Value per Unit



$
100.22




$
43.33




$
20.69




$
67.78


F-62

---



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

None

Item 9A.Controls and Procedures.

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Management 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 CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2007 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

The Partnership’sinternal control over financial reportingis a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. 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 generally accepted accounting principles, 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 of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

The report included in ‘‘Item 8.Financial Statements and Supplementary Data.’’ includes management’s report on internal control over financial reporting (‘‘Management’s Report’’) and an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not required to be audited by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities Exchange Commission that permit the Partnership to provide only management’s report in this annual report. Management elected to have its internal control over financial reporting audited.

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended December 31, 2007 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B:Other Information.None.

26

---



PART III

Item 10.Directors, Executive Officers and Corporate Governance.

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

The Partnership has not adopted a code of ethics that applies to officers because it has no officers.

Item 11.Executive Compensation.

The Partnership has no directors or officers. Its affairs are managed by the General Partner, which receives compensation for its services, as set forth under ‘‘Item 1.Business.’’ CGM, an affiliate of the General Partner, is the commodity broker for the Partnership and receives brokerage commissions for such services, as described under ‘‘Item 1.Business.’’ During the year ended December 31, 2007, CGM earned $5,391,575 in brokerage commissions and clearing fees from the Partnership. The Advisors earned $6,962,335 in management fees during 2007. The General Partner earned $1,921,930 in administrative fees during 2007. The Advisors earned $7,785,492 in incentive fees during 2007.

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

(a)Security ownership of certain beneficial owners.As of March 1, 2008, the Partnership knows of no person who beneficially owns more than five percent (5%) of the Redeemable Units outstanding.

(b)Security ownership of management. Under the terms of the Limited Partnership Agreement, the Partnerships, affairs are managed by the General Partner. The General Partner owns Units of general partnership interest equivalent to 428.9590 Redeemable Units of Limited Partnership Interest (0.2%) as of December 31, 2007.

Principals who own Redeemable Units of the Partnership:
* David J. Vogel17.9921 Redeemable Units
* Jerry Pascucci10.7954 Redeemable Units
* No one principal owns more than 1% of the Redeemable Units of Limited Partnership Interest.

(c)Changes in control. None.

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

CGM and the General Partner would be considered promoters for purposes of item 404(c) of Regulation S-K. The nature and the amounts of compensation each promoter will receive from the Partnership are set forth under ‘‘Item 1.Business.’’, ‘‘Item 8.Financial Statements and Supplementary Data.’’ and ‘‘Item 11.Executive Compensation.’’

Item 14.Principal Accountant Fees and Services

(1)Audit Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP for the audit of the Partnership’s annual financial statements included in the Partnerships Form 10-K, review of financial statements included in the Partnership’s Forms 10-Q and other services normally provided in connection with regulatory filings or engagements are as follows:

2007            $90,000

2006            $65,000

(2)Audit-Related Fees. None.

27

---



(3)Tax Fees. The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP for tax compliance and tax advice given in the preparation of the Partnership’s Schedule K1s, the preparation of the Partnership’s Form 1065 and preparation of all State Tax Returns are as follows:

2007            $21,000

2006            $7,606

(4)All Other Fees. None.

(5)    Not Applicable.

(6)    Not Applicable.

28

---



PART IV

Item 15.    Exhibits, Financial Statement Schedules.

|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|(a) (1) | Financial Statements: Statements of Financial Condition at December 31, 2007 and 2006.

| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | Statements of Income and Expenses for the years ended December 31, 2007, 2006 and 2005.

| |                                                                                                 
| | ------------------------------------------------------------------------------------------------
| | Statements of Changes in Partners’ Capital for the years ended December 31, 2007, 2006 and 2005.

| |                                                                               
| | ------------------------------------------------------------------------------
| | Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005.

| |                              
| | -----------------------------
| | Notes to Financial Statements

|    |          
|--- | ---------
|(2) | Exhibits:

| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | 3.1 – Certificate of Limited Partnership (filed as Exhibit 3.1 to the Partnership Form 10) (previously filed).

| |                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------
| | 3.2 – Certificate of Amendment to the Certificate of Limited Partnership (filed as Exhibit 3.2 to the Partnership Form10) (previously filed).

| |                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------
| | 3.3 – Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.3 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1 – Management Agreement among the Partnership, the General Partner, SFG Global Investments, Inc. and AAA Capital Management, Inc. (filed as Exhibit 10.1 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.2 – Management Agreement among the Partnership, the General Partner, SFG Global Investments, Inc. and Beacon Management Corporation (filed as Exhibit 10.2 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.3 – Management Agreement among the Partnership, the General Partner, SFG Global Investments, Inc. and Willowbridge Associates Inc. (filed as Exhibit 10.3 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.4 – Amended and Restated Customer Agreement between the Partnership and Salomon Smith Barney Inc. (the predecessor to CGM) (filed as Exhibit 10.4 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.5 – Amended and Restated Agency Agreement between the Partnership and Salomon Smith Barney Inc. (the predecessor to CGM) (filed as Exhibit 10.5 to the Partnership Form 10) (previously filed).

| |                                                                                                             
| | ------------------------------------------------------------------------------------------------------------
| | 10.6 – Form of Subscription Agreement (filed as Exhibit 10.6 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.7 – Amendment to the Management Agreement among the Partnership, the General Partner, SFG Global Investments, Inc. and AAA Capital Management, Inc. (filed as Exhibit 10.7 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.8 – Amendment to the Management Agreement among the Partnership, the General Partner, SFG Global Investments, Inc. and Beacon Management Corporation (filed as Exhibit 10.8 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.9 – Amendment to the Management Agreement among the Partnership, the General Partner, SFG Global Investments, Inc. and Willowbridge Associates Inc. (filed as Exhibit 10.9 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.10 – Letter from General Partner to AAA Capital Management, Inc. extending Management Agreement for 2000 (filed as Exhibit 10.10 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.11 – Letter from General Partner to Beacon Management Corporation extending Management Agreement for 2000 (filed as Exhibit 10.11 to the Partnership Form 10) (previously filed).

29

---



| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.12 – Letter from General Partner to AAA Capital Management, Inc. extending Management Agreement for 2001 (filed as Exhibit 10.12 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.13 – Letter from General Partner to Beacon Management Corporation extending Management Agreement for 2001 (filed as Exhibit 10.13 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.14 – Letter from General Partner to Willowbridge Associates, Inc. extending Management Agreement for 2001 (filed as Exhibit 10.14 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.15 – Letter from General Partner to AAA Capital Management, Inc. extending Management Agreement for 2002 (filed as Exhibit 10.15 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.16 – Letter from General Partner to Beacon Management Corporation extending Management Agreement for 2002 (filed as Exhibit 10.16 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.17 – Letter from General Partner to Willowbridge Associates, Inc. extending Management Agreement for 2002 (filed as Exhibit 10.17 to the Partnership Form 10) (previously filed).

| |                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.18 – Letters from the General Partner to Willowbridge Associates, Inc., and AAA Capital Management, Inc. extending the Management Agreement for 2003 (previously filed).

| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | 10.19 – Management Agreement among the Partnership, the General Partner and Winton Capital Management Limited (previously filed).

| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | 10.20 – Letter from the General Partner to Beacon Management Corporation terminating the Management Agreement (previously filed).

| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.21 – Letters from the General Partner to Willowbridge Associates, Inc., AAA Capital Management Inc. and Winton Capital Management Limited extending the Management Agreement for 2004 (previously filed).

| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.22 – Letters from the General Partner to Willowbridge Associates, Inc., AAA Capital Management Inc. and Winton Capital Management Limited extending the Management Agreement for 2005 (previously filed).

| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.23 – Letters from the General Partner to Willowbridge Associates, Inc., AAA Capital Management Advisors, Ltd. (successor to AAA Capital Management Inc.) and Winton Capital Management Limited extending the Management Agreement for 2006 (previously filed).

| |                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.24 – Letters from the General Partner to Willowbridge Associates Inc., AAA Capital Management Advisors, Ltd. (successor to AAA Capital Management Inc.) and Winton Capital Management Limited extending the Management Agreement for 2007 (filed herein).

| |                                                                  
| | -----------------------------------------------------------------
| | 16.1 – Letter from PricewaterhouseCoopers LLP (previously filed).

The exhibits required to be filed by Item 601 of Regulations S-K are incorporated herein by reference.

| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | 31.1 – Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director).

| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| | 31.2 – Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director).

| |                                                                             
| | ----------------------------------------------------------------------------
| | 32.1 – Section 1350 Certification (Certification of President and Director).

| |                                                                                           
| | ------------------------------------------------------------------------------------------
| | 32.2 – Section 1350 Certification (Certification of Chief Financial Officer and Director).

30

---



Supplemental Information To Be Furnished With Reports Filed Pursuant To Section 15(d) Of The Act by Registrants Which Have Not Registered Securities Pursuant To Section 12 Of the Act.

Annual Report to Limited Partners

No proxy material has been sent to Limited Partners.

31

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 28th day of March 2008.

Salomon Smith Barney Orion Futures Fund L.P.

By:/s/ Citigroup Managed Futures LLC
(General Partner)

By:/s/ Jerry Pascucci
Jerry Pascucci, President & Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

/s/ Jerry Pascucci


/s/ Ihor RakowskyJerry Pascucci


Ihor RakowskyPresident & Director


Secretary and Director/s/ Jennifer Magro


/s/ Daryl DewbreyJennifer Magro


Daryl DewbreyChief Financial Officer and Director


Director/s/ Steve Ciampi


/s/ Raymond NolteSteve Ciampi


Raymond NolteDirector


Director/s/ Shelley UllmanShelley UllmanDirector


32

---