UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-K

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

For the year ended December 31, 2005

Commission File Number 0-50735

SMITHBARNEY POTOMAC FUTURES FUNDL.P.

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(Exactname of registrant as specified in its charter)

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| NewYork                                                     |  | 13-3937275                          |
| (State or otherjurisdiction ofincorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
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c/o Citigroup Managed FuturesLLC 731 Lexington Ave – 25th FL New York, New York10022

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(Address and ZipCode of principal executive offices)

(212)559-2011

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(Registrant'stelephone number, including area code)

Securitiesregistered 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

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Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities  Act.

Yes             No   X

Indicateby check mark if the registrant is not required to file reportspursuant to section 13 or section 15(d) of the Act.

Yes             No   X

Indicateby check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.

Yes X        No     

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of registrant's knowledge, indefinitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to this form 10-K[X]

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer (as defined in Rule 12b-2 of theAct).

Large accelerated filer      Accelerated filer       Non-accelerated filer   X

Indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of theAct)

Yes             No   X

Limited Partnership Redeemable Units with an aggregate valueof $198,014,680 were outstanding and held by non-affiliates as of thelast business day of the registrants most recently completed secondfiscal quarter.

As of February 28, 2006, 129,160.4722Limited Partnership Redeemable Units were outstanding.

DOCUMENTS INCORPORATED BYREFERENCENone

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PART I

Item1.    Business.

(a)     General development ofbusiness.   Smith Barney Potomac Futures Fund L.P.("Partnership") is a limited partnershiporganized on March 14, 1997 under the partnership laws of the State ofNew York. The Partnership commenced trading operations on October 1,1997. The Partnership engages in speculative trading of a diversifiedportfolio of commodity interests, including futures contracts, optionsand forward contracts.

Beginning April 22, 1997, 200,000redeemable units of Limited Partnership Interest("Redeemable Units") were offered at $1,000per Redeemable Unit for a period of ninety days, subject to increasefor up to an additional sixty days at the sole discretion of thegeneral partner. Between April  22, 1997 (commencement of theoffering period) and September 30, 1997, 1,383 Redeemable Units weresold. Proceeds of the offering were held in an escrow account and weretransferred, along with the general partner's contribution of$1,400,000 to the Partnership's trading account on October 1,1997 when the Partnership commenced trading. The Partnership privatelyand continuously offers Redeemable Units. Sales of additionalRedeemable Units and additional general partner contributions for theyears ended December 31, 2005, 2004 and 2003, and redemptions ofRedeemable Units for the years ended December 31, 2005, 2004 and 2003are reported in the Statements of Changes in Partners' Capital onpage F-8 under "Item 8. Financial Statements andSupplementary Data."

Effective January 1,2005, the Partnership allocated substantially all of its capital to theCMF Campbell Master Fund L.P., a New York limited partnership (the"Master"). The Partnership purchased173,788.6446 Units of the Master with cash equal to $172,205,653 and acontribution of open commodity futures and forward positions with afair value of $1,582,992. The Master was formed in order to permitaccounts managed by Campbell & Company, Inc.("Campbell"), (the"Advisor") using the FME Large Portfolio, theAdvisor's proprietary trading program, to invest together in onetrading vehicle. The General Partner of the Partnership is the GeneralPartner of the Master. Individual and pooled accounts currently managedby the Advisor, including the Partnership, are permitted to be limitedpartners of the Master. The General Partner and the Advisor believethat trading through this master/feeder structure promotes efficiencyand economy in the trading process. Expenses to investors as a resultof the investment in the Master are approximately the same andredemption rights are not affected.

As of December 31, 2005, thePartnership owned approximately 70.8% of the Master. It is thePartnership's intention to continue to invest substantially allof its assets in the Master. The performance of the Partnership isdirectly affected by the performance of the Master.

CitigroupManaged Futures LLC, acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"), CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of CitigroupInc.

The Master's trading of futures, forwards and optionscontracts, if applicable, on commodities is done primarily on UnitedStates of America and foreign commodity exchanges. It engages in suchtrading through a commodity brokerage account maintained with CGM.

The General Partner has agreed to make capital contributions, ifnecessary, so that its general partnership interest will be equal tothe greater of (i) an amount to entitle it to 1% of eachmaterial item of Partnership income, loss, deduction or credit and (ii)the greater of (a) 1% of the partners' contributions tothe Partnership or (b) $25,000. The Partnership will be liquidated uponthe first of the following to occur: December 31, 2017; the net assetvalue per Redeemable Unit falls below $400 as of the close of anybusiness day; or under certain circumstances as defined in the LimitedPartnership Agreement of the Partnership (the "LimitedPartnership Agreement").

The General Partner hasentered into a Management Agreement (the "ManagementAgreement") with Campbell who will make all commoditytrading decisions for the Partnership. The Advisor is not affiliatedwith the General Partner or CGM. The Advisor is not responsible for theorganization or operation of the Partnership.

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Pursuant to the terms of the ManagementAgreement, the Partnership pays the Advisor a monthly management feeequal to 1/6 of 1% (2% per year) of month-end Net Assetsallocated to the Advisor and an incentive fee payable quarterly equalto 20% of the New Trading Profits. Month-end Net Assets, for thepurpose of calculating management fees are Net Assets, as defined inthe Limited Partnership Agreement, prior to the reduction ofredemptions and incentive fees.

The Partnership has entered intoa Customer Agreement with CGM (the "CustomerAgreement") which provides that the Partnership will payCGM a monthly Brokerage Fee equal to 6.5% per year of month-endNet Assets, in lieu of brokerage commissions on a per trade basis.Month-end Net Assets, for the purpose of calculating commissions areNet Assets, as defined in the Limited Partnership Agreement, prior tothe reduction of accrued expenses and redemptions payable. CGM alsopays a portion of its brokerage fees to its financial consultants whohave sold Redeemable Units of the Partnership and who are registered asassociated persons with the Commodity Futures Trading Commission (the"CFTC"). All National Futures Association("NFA") fees, exchange and clearing fees,give-up and user fees and floor brokerage fees will be borne by theMaster and allocated to the Partnership through its investment in theMaster. The Customer Agreement between the Master and CGM gives theMaster the legal right to net unrealized gains and losses. In addition,CGM pays the Partnership interest on 80% of the average dailyequity allocated to the Partnership by the Master during each month ata 30-day U.S. Treasury bill rate determined weekly by CGM based on theaverage non-competitive yield on 3-month U.S. Treasury bills maturingin 30 days from the date on which such weekly rate is determined.

(b)    Financial information about industrysegments.   The Partnership's business consists of onlyone segment: speculative trading of commodity interests. ThePartnership does not engage in sales of goods or services. ThePartnership's net income (loss) from operations for the yearsended December 31, 2005, 2004 and 2003 is set forth under"Item 6. Selected Financial Data."The Partnership's capital as of December 31, 2005 was$227,916,653.

(c)    Narrative description ofbusiness.

    See Paragraphs (a) and (b) above.

    (i) through (xii) - Not applicable.

    (xiii) - ThePartnership has no employees.

(d)    Financial InformationAbout Geographic Areas.   The Partnership does not engage insales of goods or services or own any long lived assets, and thereforethis item is not applicable.

(e)    AvailableInformation.   The Partnership does not have an Internetaddress. The Partnership will provide paper copies of its annual reporton Form 10-K, quarterly reports on Form 10-Q, current reports on Form8-K and any amendments to these reports free of charge uponrequest.

Item 1A.    Risk Factors.

Thetrading of commodity interests is speculative, volatile and involves ahigh degree of leverage. A small change in the market price of acommodity interest contract can produce major losses for thePartnership.

Due to the speculative nature of trading commodityinterests, an investor could lose all of its investment in thePartnership.

Regardless of its trading performance, thePartnership will incur fees and expenses, including brokerage andmanagement fees. Fees will be paid to the trading advisor even if thePartnership experiences a net loss for the full year.

Aninvestor's ability to redeem units is limited and no marketexists for the units.

The Partnership is subject to numerousconflicts of interest including those that arise from the factsthat:

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|  | 1.  | The General Partner andcommodity broker areaffiliates; |

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|  | 2.  | The trading advisor,the commodity broker and their principals and affiliates may trade incommodity interests for their own accounts; and |

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|  | 3.  | SmithBarney financial advisors will receive ongoing compensation forproviding services to an investor's account. |

ThePartnership will not provide any benefit of diversification of aninvestor's overall portfolio unless it is profitable and producesreturns that are independent from stock and bond market returns.

The advisor's trading strategies may not perform as they haveperformed in the past. The advisor has from time to time incurredsubstantial losses in trading on behalf of clients.

Investorsare taxed on their share of the Partnership's income, even thoughthe Partnership does not intend to make any distributions.

Item2.    Properties.

The Partnership does not own orlease any properties. The General Partner operates out of facilitiesprovided by its affiliate, CGM.

Item 3.    LegalProceedings.

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

RegulatoryMatters

Both the Department of Labor and the Internal RevenueService ("IRS") have advised Citigroup GlobalMarkets that they were or are reviewing transactions in which AmeritechPension Trust purchased from Citigroup Global Markets and certainaffiliates approximately $20.9 million in participations in a portfolioof motels owned by Motels of America, Inc. and Best Inns, Inc. Withrespect to the IRS review, Citigroup Global Markets and certainaffiliated entities have consented to extensions of time for theassessment of excise taxes that may be claimed to be due with respectto the transactions for the years 1987, 1988 and 1989.

IPORegulatory Inquiries

Since April 2002, Citigroup Global Marketsand several other broker dealers have received subpoenas and/orrequests for information from various governmental and self-regulatoryagencies and Congressional committees as part of their research on IPOallocation inquiries. With respect to issues raised by the NASD, theNYSE and the SEC about Citigroup Global Markets' and otherfirms' e-mail retention practices, Citigroup Global Markets andseveral other broker/dealers and the NASD, the NYSE and the SEC enteredinto a settlement agreement in December 2002. Citigroup Global Marketsagreed to pay a penalty in the amount of $1.65 million and did notadmit any wrongdoing. No individuals from Citigroup Global Markets havebeen charged in the IPO allocation proceedings.

IPO CivilLitigation

In April 2002, consolidated amended complaints werefiled against Citigroup Global Markets and other investment banks namedin numerous alleged class actions filed in the United States DistrictCourt for the Southern District of New York, alleging violations ofcertain federal securities laws (including Section 11 of the SecuritiesAct of 1933, as amended, and Section 10(b) of the Securities ExchangeAct of 1934, as amended) with respect to the allocation of shares forcertain initial public offerings and related aftermarket transactionsand damage to investors caused by allegedly biased research analystreports. On February 19, 2003, the Court issued an opinion denyingdefendants' motion to dismiss.

On October 13, 2004, thecourt granted in part the motion to certify class actions for six focuscases in the securities litigation. Citigroup Global Markets is not adefendant in any of the six focus cases. The underwriter defendants inthe focus cases have filed a petition to the United States Court ofAppeals for the Second Circuit seeking review of this decision.

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On June 30, 2005, the United States Courtof Appeals for the Second Circuit entered an order in In Re: InitialPublic Offering Securities Litigation agreeing to review thedistrict court's order granting plaintiffs' motion forclass certification.

Also filed in the Southern District of NewYork against Citigroup Global Markets and other investment banks wereseveral alleged class actions that were consolidated into a singleclass action alleging violations of certain federal and state antitrustlaws in connection with the allocation of shares in initial publicofferings when acting as underwriters. On November 3, 2003, the courtgranted Citigroup Global Markets' motion to dismiss theconsolidated amended complaint in the antitrust case. On September 28,2005, the United States Court of Appeals for the Second Circuit inIn Re: Initial Public Offering Antitrust Litigation vacated thedistrict court's order dismissing these actions and remanded forfurther proceedings.

Research Settlement

On April 28,2003, Citigroup Global Markets announced final agreements with the SEC,the NASD, the NYSE and the New York Attorney General (as lead stateamong the 50 states, the District of Columbia and Puerto Rico) toresolve on a civil basis all of their outstanding investigations intoits research and IPO allocation and distribution practices (the"Research Settlement"). As part of theResearch Settlement, Citigroup Global Markets has consented to theentry of (1) an injunction under the federal securities laws to beentered in the United States District Court for the Southern Districtof New York, barring Citigroup Global Markets from violating provisionsof the federal securities laws and related NASD and NYSE rules relatingto research, certain IPO allocation practices, the safeguarding ofmaterial nonpublic information, and the maintenance of required booksand records and requiring Citigroup Global Markets to adopt and enforcenew restrictions on the operation of research; (2) an NASD AcceptanceWaiver and Consent requiring Citigroup Global Markets to cease anddesist from violations of corresponding NASD rules and requiringCitigroup Global Markets to adopt and enforce the same newrestrictions; (3) an NYSE Stipulation and Consent requiring CitigroupGlobal Markets to cease and desist from violations of correspondingNYSE rules and requiring Citigroup Global Markets to adopt and enforcethe same new restrictions; and (4) an Assurance of Discontinuance withthe New York Attorney General containing substantially the same orsimilar restrictions. The Research Settlement requires Citigroup GlobalMarkets to pay $300 million for retrospective relief, plus $25 millionfor investor education, and commit to spend $75 million to provideindependent third-party research to its clients at no charge. CitigroupGlobal Markets reached these final settlement agreements withoutadmitting or denying any wrongdoing or liability. The ResearchSettlement does not establish wrongdoing or liability for purposes ofany other proceeding. The $300 million was accrued during the fourthquarter of 2002.

To effectuate the Research Settlement, the SECfiled a Complaint and Final Judgment in the United States DistrictCourt for the Southern District of New York. On October 31, 2003, finaljudgment was entered against Citigroup Global Markets and nine otherinvestment banks. The NASD has accepted the Letter of Acceptance,Waiver and Consent entered into with Citigroup Global Markets inconnection with the Research Settlement. In May 2003, the NYSE advisedCitigroup Global Markets that the Hearing Panel's Decision, inwhich it accepted the Research Settlement, had become final. Asrequired by the Research Settlement, Citigroup Global Markets also hasentered into separate settlement agreements with numerous states andcertain U.S. territories.

Several individual actions have beenfiled against Citigroup and Citigroup Global Markets relating to, amongother things, research on Qwest Communications International, Inc.alleging violations of state and federal securities laws.

EnronRegulatory Settlement

On July 28, 2003, Citigroup (CitigroupGlobal Markets' ultimate parent) entered into a final settlementagreement with the SEC to resolve the SEC's outstandinginvestigations into Citigroup transactions with Enron Corp. and DynegyInc. Pursuant to the settlement, Citigroup has, among other terms, (1)consented to the entry of an administrative cease and desist order,which bars Citigroup from 

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committing or causing violations of provisionsof the federal securities laws, and (2) agreed to pay $120 million($101.25 million allocable to Enron and $18.75 million allocable toDynegy). Citigroup entered into this settlement without admitting ordenying any wrongdoing or liability, and the settlement does notestablish wrongdoing or liability for purposes of any other proceeding.On July 28, 2003, Citibank, N.A. entered into an agreement with theOffice of the Comptroller of the Currency("OCC") and Citigroup entered into anagreement with the Federal Reserve Bank of New York("FED") to resolve their inquiries intocertain of Citigroup's transactions with Enron. Pursuant to theagreements, Citibank and Citigroup have agreed to submit plans to theOCC and FED, respectively, regarding the handling of complex structuredfinance transactions. Also on July 28, 2003, Citigroup entered into asettlement agreement with the Manhattan District Attorney'sOffice to resolve its investigation into certain of Citigroup' stransactions with Enron. Pursuant to that settlement, Citigroup hasagreed to pay $25.5 million and to abide by its agreements with theSEC, OCC and FED.

Enron-Related Civil Actions

CitigroupGlobal Markets, Citigroup and various other Citigroup-related entitieshave been named as defendants in over 20 civil lawsuits pending instate and federal courts throughout the United States, alleging claimsagainst Citigroup and Citigroup Global Markets based on their dealingswith Enron. The majority of these cases have been brought by purchasersand sellers of Enron equity and debt securities and Enron-linkedsecurities. Many of the plaintiffs in these actions are large,institutional investors that had substantial Enron and Enron-linkedholdings. The lawsuits collectively allege as against Citigroup and/orits affiliates and subsidiaries, among other things, federal securitiesfraud, state law claims of negligent misrepresentation, fraud, breachof fiduciary duty, aiding and abetting a breach of fiduciary duty andrelated claims. In most of these lawsuits, Citigroup is named as aco-defendant along with other investment banks alleged to have haddealings with Enron. The majority of cases pending in the federalcourts have been, or are in the process of being, consolidated before asingle judge in the United States District Court for the SouthernDistrict of Texas. In addition, in five adversary proceedings in theEnron Chapter 11 bankruptcy, Enron and, in one case, its co-debtoraffiliates and subsidiaries, and the Official Committee of UnsecuredCreditors of Enron Corp., et al., have named Citigroup and/or itsaffiliates or subsidiaries as defendants.

On June 13, 2005,Citigroup announced a settlement of the Enron class action litigation(Newby, et al v. Enron Corp., et al.) currently pending in theUnited States District Court for the Southern District of Texas,Houston Division. This settlement resolves all claims against Citigroupbrought on behalf of the class of purchasers of publicly traded equityand debt securities issued by Enron and Enron-related entities betweenSeptember 9, 1997 and December 2, 2001. The settlement, which involvesa pre-tax payment of $2.0 billion to the settlement class, is fullycovered by Citigroup's existing litigation reserves. It issubject to approval by the Board of Regents of the University ofCalifornia (the lead plaintiff), the Citigroup Board and the DistrictCourt in Texas.

A Citigroup affiliate, along with otherdefendants, settled all claims against it in In Re: NewpowerHoldings Securities Litigation, a class action brought on behalf ofcertain investors in NewPower securities. Citigroup reached thissettlement agreement without admitting any wrongdoing. On September 13,2004, the United States District Court for the Southern District of NewYork preliminarily approved the settlement.

In April 2005,Citigroup, along with other financial institution defendants, reachedan agreement-in-principle to settle four state-court actions brought byvarious investment funds, which were not previously consolidated orcoordinated with other actions. The four cases are OCM OpportunitiesFund III, L.P., et al. v. Citigroup Inc., et al.; Pacific InvestmentManagement Co. LLC, et al. v. Citigroup Inc., et al.; AUSA LifeInsurance v. Citigroup Inc., et al. and Principal Global Investors v.Citigroup Inc., et al. The amounts to be paid in settlement ofthese actions are covered by existing litigation reserves.

OnAugust 26, 2005, a group of 15 plaintiffs filed an action in the UnitedStates District Court for the Southern District of Texas (AvenueCapital Management II, L.P., et al. v. J.P. Morgan-Chase & Co., etal.). The complaint names as defendants Citigroup Inc., Citibank,N.A., Citigroup Global Markets, and several J.P. Morgan entities andalleges fraud, breach of fiduciary duty and breach of contract arisingout of Enron bank debt incurred under two syndicated revolving creditfacilities and a syndicated letter of credit facility.

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Dynegy Inc.

On June  6,2003, the complaint in a pre-existing alleged class action pending inthe United States District Court for the Southern District of Texas(In Re: Dynegy  Inc. Securities Litigation) brought bypurchasers of publicly traded debt and equity securities ofDynegy  Inc. was amended to add Citigroup, Citibank and CitigroupGlobal Markets as defendants. The plaintiffs allege violations ofSections 10(b) and 20(a) of the Securities Exchange Act of 1934, asamended, against the Citigroup defendants. The Citigroup defendantsfiled a motion to dismiss in March  2004, which motion wasgranted by the District Court in October  2004. The court deniedlead plaintiff's request for leave to appeal.

The courthad also previously denied lead plaintiff's motion for leave toamend. No appeal was yet timely while the remainder of the caseremained pending. On April 15, 2005, as part of a global settlementinvolving all defendants, Citigroup entered into a memorandum ofunderstanding to settle this case. The amount to be paid in settlementis covered by existing litigation reserves.

WorldCom-RelatedLitigation

Citigroup, Citigroup Global Markets and certainexecutive officers and current and former employees have been named asdefendants -- along with twenty-two other investment banks, certaincurrent and former WorldCom officers and directors, andWorldCom's former auditors -- in a consolidated class actionbrought on behalf of individuals and entities who purchased or acquiredpublicly traded securities of WorldCom between April 29, 1999 and June25, 2002 in In Re: Worldcom, Inc. Securities Litigation. Theclass action complaint asserts claims against Citigroup Global Marketsunder (i) Sections 11 and 12(a)(2) of the Securities Act of 1933, asamended, in connection with certain bond offerings in which it servedas underwriter, and (ii) Sections 10(b) and 20(a) of the SecuritiesExchange Act of 1934, as amended, and Rule 10b-5 promulgated underSection 10(b), alleging that it participated in the preparation and/orissuance of misleading WorldCom registration statements anddisseminated misleading research reports concerning WorldCom stock. In2003, the district court denied Citigroup Global Markets' motionto dismiss the consolidated class action complaint and granted theplaintiffs' motion for class certification.

Pursuant to anorder entered May 28, 2003, the District Court consolidatedapproximately seventy-eight individual actions with the class actionfor pretrial proceedings. The claims asserted in these individualactions are substantially similar to the claims alleged in the classaction and assert state and federal securities law claims based onCitigroup Global Markets' research reports concerning WorldComand/or Citigroup Global Markets' role as an underwriter inWorldCom offerings. Plaintiffs in certain of these actions filedmotions to remove their cases to state court. The District Court deniedthese motions and its rulings were upheld on appeal.

Numerousother actions asserting claims against Citigroup Global Markets inconnection with its research reports about WorldCom and/or its role asan investment banker for WorldCom are pending in other federal andstate courts around the country. These actions have been remanded tovarious state courts, are pending in other federal courts, or have beenconditionally transferred to the United States District Court for theSouthern District of New York to be consolidated with the class action.In addition to the court suits, actions asserting claims againstCitigroup and certain of its affiliates relating to its WorldComresearch reports are pending in numerous arbitrations around thecountry. These actions assert claims that are substantially similar tothe claims asserted in the class action.

On May 10, 2004,Citigroup announced that it had agreed to pay $2.58 billion to settlethe WorldCom class action suits. The United States District Court forthe Southern District of New York granted approval of the proposedsettlement on November 10, 2004.

On September 17, 2004,Weinstein, et al. v. Ebbers, et al., an alleged class actionagainst Citigroup Global Markets and others brought on behalf ofholders of WorldCom securities asserting claims based on, among otherthings, Citigroup Global Markets' research reports concerningWorldCom, was dismissed with prejudice in its entirety by the UnitedStates District Court for the Southern District of New York. Theplaintiffs noticed an appeal of the dismissal to the United StatesCourt of Appeals for the Second Circuit on October 15, 2004. Theparties have reached an agreement in principle on the terms of asettlement of this action.

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Citigroup and Citigroup Global Markets,along with a number of other defendants, have settled RetirementSystems of Alabama, et al. v. J.P. Morgan Chase & Co., et al.,a WorldCom individual action that had been remanded to the CircuitCourt of Montgomery County, Alabama. The settlement became final onSeptember 30, 2004.

On June 28, 2004, the United States DistrictCourt for the Southern District of New York dismissed all claims underthe Securities Act of 1933, as amended, and certain claims under theSecurities Exchange Act of 1934 in In Re: Targets SecuritiesLitigation, an alleged class action against Citigroup and CitigroupGlobal Markets and certain former employees, leaving only claims underthe 1934 Act for purchases of Targeted Growth Enhanced Terms SecuritiesWith Respect to the Common Stock of MCI WorldCom, Inc.("TARGETS") after July 30, 1999. On October20, 2004, the parties signed a Memorandum of Understanding settingforth the terms of a settlement of all remaining claims in this action.The settlement was preliminarily approved by the Court on January 11,2005.

A fairness hearing was held on November 5, 2004 inconnection with the proposed class settlement between plaintiffs andthe Citigroup-related defendants in In Re: Worldcom, Inc. SecuritiesLitigation.

Citigroup, along with other financialinstitutions and other defendants, entered into settlements resolvingcertain claims against Citigroup-related defendants in a number ofWorldCom-related actions. The settlement amounts are covered byexisting litigation reserves.

Global Crossing

On orabout January 28, 2003, the lead plaintiff in a consolidated allegedclass action in the United States District Court for the SouthernDistrict of New York (In Re: Global Crossing, Ltd. SecuritiesLitigation) filed a consolidated complaint on behalf of purchasersof the securities of Global Crossing and Asia Global Crossing, whichnames as defendants, among others, Citigroup, Citigroup Global Markets,Citigroup Global Markets Holdings Inc. and certain executive officersand current and former employees. The alleged class action complaintasserts claims under the federal securities laws alleging that thedefendants issued research reports without a reasonable basis in factand failed to disclose conflicts of interest with Global Crossing inconnection with published investment research. On March 22, 2004, thelead plaintiff amended its consolidated complaint to add claims onbehalf of purchasers of the securities of Asia Global Crossing. Theadded claims assert causes of action under the federal securities lawsand common law in connection with Citigroup Global Markets'research reports about Global Crossing and Asia Global Crossing and forCitigroup Global Markets' roles as an investment banker forGlobal Crossing and as an underwriter in the Global Crossing and AsiaGlobal Crossing offerings. The Citigroup-related defendants moved todismiss all of the claims against them on July 2, 2004. In March 2005,the plaintiffs and the Citigroup-related defendants reached asettlement of all claims against the Citigroup-related defendants,including both research and underwriting claims and claims concerninglosses in both Global Crossing and Asia Global Crossing, for a total of$75 million. The Court granted preliminary approval of the settlementon March 8, 2005.

In addition, on or about January 27, 2004, theGlobal Crossing Estate Representative filed in the United StatesBankruptcy Court for the Southern District of New York (i) an adversaryproceeding asserting claims against, among others, Citigroup, CitigroupGlobal Markets and certain executive officers and current and formeremployees, under federal bankruptcy law and common law in connectionwith Citigroup Global Markets' research reports about GlobalCrossing and for its role as an underwriter in Global Crossingofferings, and (ii) an adversary proceeding against Citigroup andseveral other financial institutions seeking to rescind the payment ofa $1 billion loan made to a subsidiary of Global Crossing. TheCitigroup-related defendants moved to dismiss the former action on June26, 2004, and the latter on May 28, 2004. The plaintiffs and theCitigroup-related defendants have since entered into a definitivesettlement agreement in the In Re: Global Crossing, Ltd. SecuritiesLitigation; the settlement was preliminarily approved by the Courton March 8, 2005. The amount to be paid in settlement is covered byexisting litigation reserves.

In addition, actions assertingclaims against Citigroup and certain of its affiliates relating to itsGlobal Crossing research reports are pending in numerous arbitrationsaround the country. These arbitration proceedings assert claims thatare substantially similar to the claims asserted in the alleged classaction.

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Adelphia Communications Corporation

On July 6, 2003, an adversary proceeding was filed by the OfficialCommittee of Unsecured Creditors on behalf of Adelphia CommunicationsCorporation against certain lenders and investment banks, includingCitigroup Global Markets, Citibank, N.A., Citicorp USA, Inc., andCitigroup Financial Products, Inc. (together, the"Citigroup Parties"). The complaint allegesthat the Citigroup Parties and numerous other defendants committed actsin violation of the Bank Holding Company Act and the common law. Thecomplaint seeks equitable relief and an unspecified amount ofcompensatory and punitive damages. In November 2003, a similaradversary proceeding was filed by the Equity Holders Committee ofAdelphia. In June 2004, motions to dismiss were filed with respect tothe complaints of the Official Committee of Unsecured Creditors and theEquity Holders Committee. The motions are currently pending.

Inaddition, Citigroup Global Markets is among the underwriters named innumerous civil actions brought to date by investors in Adelphia debtsecurities in connection with Adelphia securities offerings betweenSeptember 1997 and October 2001. Three of the complaints also assertedclaims against Citigroup and Citibank, N.A. All of the complaintsalleged violations of federal securities laws, and certain of thecomplaints also alleged violations of state securities laws and thecommon law. The complaints sought unspecified damages. In December2003, a second amended complaint was filed and consolidated before thesame judge of the United States District Court for the SouthernDistrict of New York.

In May and July of 2005, the United StatesDistrict Court for the Southern District of New York dismissed severalclaims on statute of limitations grounds in the class and individualactions being coordinated under In Re: Adelphia CommunicationsCorporation Securities and Derivatives Litigation. With theexception of one individual action that was dismissed with prejudice,the court granted the class and individual plaintiffs leave to re-pleadcertain of those claims the court found to be time-barred. Additionalmotions to dismiss the class complaint and the remaining individualcomplaints on other grounds remain pending.

Mutual Funds

Citigroup and certain of its affiliates have been named in severalclass action litigations pending in various federal district courtsarising out of alleged violations of the federal securities laws, theInvestment Company Act and the common law (including breach offiduciary duty and unjust enrichment). The claims concern practices inconnection with the sale of mutual funds, including allegationsinvolving market timing, revenue sharing, incentive payments for thesale of proprietary funds, undisclosed breakpoint discounts for thesale of certain classes of funds, inappropriate share classrecommendations and inappropriate fund investments. The litigationsinvolving market timing have been consolidated under the MDL rules inthe United States District Court for the District of Maryland, and thelitigations involving revenue sharing, incentive payment and otherissues have been consolidated in the United States District Court forthe Southern District of New York. The plaintiffs in these litigationsgenerally seek unspecified compensatory damages, rescissionary damages,injunctive relief, costs and fees. In the principal market timing casesthat name Citigroup, a lead plaintiff has been appointed but thatplaintiff has not yet filed an amended complaint. In the casesconcerning revenue sharing, incentive payment and other issues, thelead plaintiff filed a consolidated and amended complaint on December15, 2004.

Several issues in the mutual fund industry have comeunder the scrutiny of federal and state regulators. Citigroup hasreceived subpoenas and other requests for information from variousgovernment regulators regarding market timing, financing, fees, salespractices and other mutual fund issues in connection with variousinvestigations. Citigroup is cooperating with all such reviews.Additionally, Citigroup Global Markets has entered into a settlementagreement with the SEC with respect to revenue sharing and sales ofclasses of funds.

On May 31, 2005, Citigroup announced thatSmith Barney Fund Management LLC and Citigroup Global Markets completeda settlement with the SEC resolving an investigation by the SEC intomatters relating to arrangements between certain Smith Barney mutualfunds, an affiliated transfer agent and an unaffiliated sub-transferagent. Under the terms of the settlement, Citigroup agreed to pay finestotaling 

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$208.1 million. The settlement, in whichCitigroup neither admitted nor denied any wrongdoing or liability,includes allegations of willful misconduct by Smith Barney FundManagement LLC and Citigroup Global Markets in failing to discloseaspects of the transfer agent arrangements to certain mutual fundinvestors.

Research Analyst Litigation

Since May 2002,Citigroup Global Markets and certain executive officers and current andformer employees have been named as defendants in numerous allegedclass action complaints, individual actions, and arbitration demands bypurchasers of various securities alleging that they violated federalsecurities law, including Sections 10 and 20 of the Securities ExchangeAct of 1934, as amended, and certain state laws for allegedly issuingresearch reports without a reasonable basis in fact and for allegedlyfailing to disclose conflicts of interest with companies in connectionwith published investment research, including Global Crossing, Ltd.,AT&T Corp., Level 3 Communications, Inc., Metromedia Fiber Network,Inc., XO Communications, Inc., Williams Communications Group Inc., andFocal Communications, Inc. The alleged class actions relating toresearch of these companies are pending before a single judge in theUnited States District Court for the Southern District of New York forcoordinated proceedings. The Court has consolidated these actions intoseparate proceedings corresponding to the companies named above. OnDecember 2, 2004, the Court granted in part and denied in part theCitigroup-related defendants' motions to dismiss the claimsagainst it in the AT&T, Level 3, XO and Williams actions. OnJanuary 6, 2005, the Court granted in part and denied in partCitigroup's motion to dismiss the claims against it in theMetromedia action.

On September 27, 2005, Citigroup entered intoa memorandum of agreement settling all claims against theCitigroup-related defendants in In Re: Salomon Analyst AT&TLitigation, a class action alleging research analyst conflicts ofinterest. The settlement amount is covered by existing litigationreserves. The settlement is subject to judicial approval.

Inaddition to the alleged research class actions, several individualactions have been filed against Citigroup and Citigroup Global Marketsrelating to, among other things, research on Qwest CommunicationsInternational, Inc. These actions allege violations of state andfederal securities laws in connection with Citigroup GlobalMarkets' publication of research about Qwest and its underwritingof Qwest securities.

Two alleged class actions against CitigroupGlobal Markets asserting common law claims in connection with publishedinvestment research on behalf of Citigroup Global Markets customershave been dismissed by United States District Courts, one of which wasaffirmed by the United States Court of Appeals for the Ninth Circuit,and one of which is pending on appeal to the United States Courts ofAppeals for the Third Circuit. Plaintiffs in the Ninth Circuit casehave sought review by the United States Supreme Court; their requestfor an appeal to that Court is pending.

On September 22, 2005,Citigroup reached an agreement-in-principle to settle all claimsagainst the Citigroup-related defendants in Norman v. Salomon SmithBarney, et al., a class action asserting violations of theInvestment Advisers Act of 1940 and various common law claims inconnection with certain investors who maintained guided portfoliomanagement accounts at Smith Barney. The settlement amount is coveredby existing litigation reserves. The settlement is subject to judicialapproval.

On August 17, 2005, in Disher v. Citigroup GlobalMarkets Inc., the United States Court of Appeals for the SeventhCircuit reversed the district court's grant of plaintiffs'motion to remand the case to state court, and directed the districtcourt to dismiss the case as preempted under the Securities LitigationUniform Standards Act ("SLUSA"). The UnitedStates Supreme Court has granted review in another case involving SLUSAthat may affect the Seventh Circuit's dismissal of the Dishermatter.

In Sturm, et al. v. Citigroup, et al., an NASDarbitration seeking significant compensatory and punitive damages,claimants' asserted common law claims, including fraud, arisingout of alleged research analyst conflicts of interest related toCitigroup Global Markets research coverage of WorldCom.

Supervisory Investigation

In May 2003, the SEC, NYSE andNASD issued a subpoena and letters to Citigroup Global Marketsrequesting documents and information with respect to their continuinginvestigation of individuals in 

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connection with the supervision of theresearch and investment banking departments of Citigroup GlobalMarkets. Other parties to the Research Settlement have received similarsubpoenas and letters.

West Virginia Attorney General Suit

On June 23, 2003, the West Virginia Attorney General filed an actionagainst Citigroup Global Markets and nine other firms that were partiesto the Research Settlement. The West Virginia Attorney General allegesthat the firms violated the West Virginia Consumer Credit andProtection Act in connection with their research activities and seeksmonetary penalties.

Citigroup Shareholder Litigation

InJuly 2002, Citigroup, Citigroup Global Markets and certain officerswere named as defendants in an alleged class action filed in the UnitedStates District Court for the Southern District of New York, brought onbehalf of purchasers of Citigroup common stock between July 24, 1999and July 23, 2002. The complaint seeks unspecified compensatory andpunitive damages for alleged violations of Sections 10(b) and 20(a) ofthe Securities Exchange Act of 1934, and for common law fraud. Fourteenvirtually identical complaints have been filed and consolidated. Thecomplaints allege that Citigroup misstated the extent of itsEnron-related exposure, and that Citigroup's stock price fellonce the true extent of Citigroup's Enron involvements becameknown. Plaintiffs filed an amended complaint on March 10, 2003, whichincorporated the allegations in the 15 separate actions and added newmaterial as well. The amended complaint focuses on certain transactionsbetween Citigroup and Enron and alleged analyst conflicts of interest.The class period for the consolidated amended complaint is July 24,1999 to December 11, 2002. On June 2, 2003, Citigroup filed a motion todismiss the consolidated amended complaint. Plaintiffs' responsewas filed on July 30, and Citigroup's reply was filed on October3, 2003. On August 10, 2004, Judge Swain granted Citigroup'smotion to dismiss the consolidated amended complaint. The plaintiffsfiled a notice of appeal in October 2004.

NASD Settlement

In November 2004, Citigroup Global Markets entered into a finalagreement with the NASD to resolve the NASD's investigation intocertain of its selling practices. Without admitting or denying anyallegations or findings, Citigroup Global Markets accepted certainfactual findings by the NASD that it (i) sold units in two managedfutures funds to 45 customers for whom the investment was not suitable,(ii) failed to maintain records disclosing the basis upon which itsinvestor suitability determinations were made and (iii) failed toadequately disclose the risks of investing in managed futures productson its website. Citigroup Global Markets consented to a censure and afine of $275,000 and offered to redeem the investment of the customersfor whom investment in the two managed futures funds was found notsuitable.

In the course of its business, Citigroup GlobalMarkets, as a major futures commission merchant and broker-dealer, is aparty to various claims and routine regulatory investigations andproceedings that the General Partner believes do not have a materialeffect on the business of Citigroup Global Markets.

Item4.    Submission of Matters to a Vote of SecurityHolders.

There were no matters submitted to the securityholders for a vote during the last fiscal year covered by thisreport.

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PART II

Item5.    Market for Registrant's Common Equity, RelatedStockholder Matters and Issuer Purchases of EquitySecurities.

(a)    MarketInformation.   The Partnership has issued no stock. There is nopublic market for the Redeemable Units of Limited PartnershipInterest.

(b)    Holders.   The number of holdersof Redeemable Units of Limited Partnership Interest as of December 31,2005 was 1,886.

(c)    Dividends.   ThePartnership did not declare a distribution in 2005 or 2004.

(d)    Use of Proceeds.   For the twelve months endedDecember 31, 2005, there were additional sales of 59,294.0935Redeemable Units totaling $102,847,000. For the twelve months endedDecember 31, 2004, there were additional sales of 42,345.5298Redeemable Units totaling $71,933,000 and General Partner contributionsrepresenting 245.1600 Unit equivalents totaling $410,000. For thetwelve months ended December 31, 2003, there were additional sales of37,057.5971 Redeemable Units totaling $57,948,000 and General Partnercontributions representing 212.2588 Unit equivalents totaling$325,000.

(e)    CompensationPlans.   None.

Proceeds from the sale of additionalRedeemable Units are used in the trading of commodity interestsincluding futures contracts, options and forward contracts.

Item 6.    Selected Financial Data.

Net realizedand unrealized trading gains (losses), interest income, net income(loss) and increase (decrease) in Net Asset Value per Redeemable Unitfor the years ended December 31, 2005, 2004, 2003, 2002 and 2001 andtotal assets at December 31, 2005, 2004, 2003, 2002 and 2001 were asfollows:

|                                                                                                                                                                                                             |  |        |             |        |  |        |             |        |  |        |             |        |  |        |            |        |  |        |            |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|-------------|--------|--|--------|-------------|--------|--|--------|-------------|--------|--|--------|------------|--------|--|--------|------------|---------|--|--|
|                                                                                                                                                                                                        |  | 2005   |             | 2004   |  | 2003   |             | 2002   |  | 2001   |
| Net realized and unrealized trading gains net of expensesallocated from Master, brokerage commissions (including clearing fees)of $12,923,399, $8,851,986, $5,141,634, $2,393,869 and $714,031,respectively |  | $      | 18,274,104  |   |  | $      | 9,776,664   |   |  | $      | 14,536,489  |   |  | $      | 6,640,010  |   |  | $      | 189,137    |    |
| Interest income                                                                                                                                                                                             |  |   | —     |   |  |   | 1,320,817   |   |  |   | 592,252     |   |  |   | 432,817    |   |  |   | 258,886    |    |
|                                                                                                                                                                                                        |  | $      | 18,274,104  |   |  | $      | 11,097,481  |   |  | $      | 15,128,741  |   |  | $      | 7,072,827  |   |  | $      | 448,023    |    |
| Net income (loss)                                                                                                                                                                                           |  | $      | 14,217,843  |   |  | $      | 4,343,937   |   |  | $      | 11,181,118  |   |  | $      | 4,978,790  |   |  | $      | (23,512    | )  |
| Increase(decrease) in Net Asset Value per Redeemable Unit                                                                                                                                                   |  | $      | 117.61      |   |  | $      | 65.15       |   |  | $      | 240.36      |   |  | $      | 142.51     |   |  | $      | (5.15      | )  |
| Total assets                                                                                                                                                                                                |  | $      | 231,480,113 |   |  | $      | 169,235,483 |   |  | $      | 104,112,505 |   |  | $      | 55,595,799 |   |  | $      | 17,658,713 |    |
|                                                                                                                                                                                                             |

Item7.    Management's Discussion and Analysis of FinancialCondition and Results of Operations.

Overview

ThePartnership, through its investment in the Master aims to achievesubstantial capital appreciation through speculative trading, directlyand indirectly, in U.S. and international markets for currencies,interest rates, stock indices, agricultural and energy products andprecious and base metals. The Partnership, through its investment inthe Master may employ futures, options on futures, and forward, spotand swap contracts in those markets.

The General Partner managesall business of the Partnership/Master. The General Partner hasdelegated its responsibility for the investment of thePartnership's assets to Campbell. The General 

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Partner employs a team of approximately 20professionals whose primary emphasis is on attempting to maintainquality control among the advisors to the Partnerships operated ormanaged by the General Partner. A full-time staff of due diligenceprofessionals use proprietary technology and on-site evaluations tomonitor new and existing futures money managers. The accounting andoperations staff provide processing of trading activity and reportingto limited partners and regulatory authorities. In selecting theAdvisor for the Partnership, the General Partner considered pastperformance, trading style, volatility of markets traded and feerequirements.

Responsibilities of the General Partnerinclude:

|              |                                          |
|--------------|------------------------------------------|
| •  | due diligenceexaminations of theAdvisor; |

|              |                                                      |
|--------------|------------------------------------------------------|
| •  | selection, appointmentand termination of theAdvisor; |

|              |                                            |
|--------------|--------------------------------------------|
| •  | negotiation of themanagement agreement;and |

|              |                                        |
|--------------|----------------------------------------|
| •  | monitoring the activity ofthe Advisor. |

In addition, the General Partner prepares the booksand records and provides the administrative and compliance servicesthat are required by law or regulation from time to time in connectionwith operation of the Partnership/Master. These services include thepreparation of required books and records and reports to limitedpartners, government agencies and regulators; computation of net assetvalue; calculation of fees; effecting subscriptions, redemptions andlimited partner communications; and preparation of offering documentsand sales literature.

The General Partner shall seek the bestprices and services available in its commodity futures brokeragetransactions. The General Partner reviews at least annually, thebrokerage rates charged to commodity pools similar to thePartnership/Master to determine that the brokerage fee thePartnership/Master pays is competitive with other rates.

TheAdvisor trades its FME Large Portfolio for the Partnership/Master.Campbell's trading models are designed to detect and exploitmedium-term to long-term price changes, while also applying riskmanagement and portfolio management principles.

Campbellbelieves that utilizing multiple trading models provides an importantlevel of diversification, and is most beneficial when multiplecontracts of each market are traded. Every trading model may not tradeevery market. It is possible that one trading model may signal a longposition while another trading model signals a short position in thesame market. It is Campbell & Company's intention to offsetthose signals to reduce unnecessary trading, but if the signals are notsimultaneous, both trades will be taken and since it is unlikely thatboth positions would prove profitable, in retrospect, one or bothtrades will appear to have been unnecessary. It is Campbell'spolicy to follow trades signaled by each trading model independently ofthe other models.

As a managed futures Partnership, thePartnership's/Master's performance is dependent upon thesuccessful trading of the Partnership's/Master's Advisor toachieve the Partnership's/Master's objectives. It is thebusiness of the General Partner to monitor the Advisor'sperformance to assure compliance with thePartnership's/Master's trading policies and to determine ifthe Advisor's performance is meeting thePartnership's/Master objectives. Based on 2005 results, theGeneral Partner continues to believe the Advisor and the trading of FMELarge Portfolio have met the Partnership's/Master'sobjectives and expects to continue to allocate thePartnership's/Master's assets to the Advisor and thisprogram unless otherwise indicated.

        (a)    Liquidity.

ThePartnership does not engage in sales of goods or services. Its onlyassets are its investment in the Master and cash. The Master does notengage in the sale of goods of services. Because of the low margindeposits normally required in commodity futures trading, relativelysmall price movements may result in substantial losses to thePartnership, through its investment in the Master. Such substantiallosses could lead to a material loss in liquidity.

To minimizethis risk relating to low margin deposits, the Master follows certaintrading policies, including:

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|           |                                                                                                                                                                                                                                                                                                                                              |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | The Master investsits assets only in commodity interests that an Advisor believes aretraded in sufficient volume to permit ease of taking and liquidatingpositions. Sufficient volume, in this context, refers to a level ofliquidity that the Advisor believes will permit it to enter and exittrades without noticeably moving the market. |

|            |                                                                                                                                                                                                                      |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | The Advisor will not initiate additionalpositions in any commodity if these positions would result in aggregatepositions requiring a margin of more than66 2/3% of the Master's net assetsallocated to that Advisor. |

|             |                                                                                                                                                                                                                                                        |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | The Mastermay occasionally accept delivery of a commodity. Unless such deliveryis disposed of promptly by retendering the warehouse receiptrepresenting the delivery to the appropriate clearinghouse, thephysical commodity position is fully hedged. |

|            |                                                                                                                                                                                                                                                    |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | The Master does not employ the tradingtechnique commonly known as "pyramiding", inwhich the speculator uses unrealized profits on existing positions asmargin for the purchases or sale of additional positions in the same orrelated commodities. |

|           |                                                                                                                           |
|-----------|---------------------------------------------------------------------------------------------------------------------------|
| (v)  | The Master does notutilize borrowings except short-term borrowings if the Master'stakes delivery of any cash commodities. |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vi)  | The Advisor may, from time to time, employtrading strategies such as spreads or straddles on behalf of theMaster. The term "spread" or"straddle" describes a commodity futurestrading strategy involving the simultaneous buying and selling offutures contracts on the same commodity but involving differentdelivery dates or markets and in which the trader expects to earn aprofit from a widening or narrowing of the difference between theprices of the two contracts. |

|             |                                                                                                                                                                                                                                                                                  |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | The Masterwill not permit the churning of its commodity trading account. The term"churning" refers to the practice of enteringand exiting trades with a frequency unwarranted by legitimate effortsto profit from the trades, driven by the desire to generate commissionincome. |

In the normal course of business, the Partnership eitherdirectly or through its investment in the Master is party to financialinstruments with off-balance sheet risk, including derivative financialinstruments and derivative commodity instruments. These financialinstruments include forwards, futures, options and swaps, whose valuesare based upon an underlying asset, index or reference rate, andgenerally represent future commitments to exchange currencies or cashflows, or to purchase or sell other financial instruments at specifiedterms at specified future dates, or, in the case of derivativecommodity interests, to have a reasonable possibility to be settled incash, through physical delivery or with another financial instrument.These instruments may be traded on an exchange or over-the-counter("OTC"). Exchange traded instruments arestandardized and include futures and certain option contracts. OTCcontracts are negotiated between contracting parties and includeforwards, swaps and certain options. Each of these instruments issubject to various risks similar to those relating to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Master due to market changes, including interest and foreignexchange rate movements and fluctuations in commodity or securityprices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange traded instruments isreduced to the extent that an exchange or clearing organization acts ascounterparty to the transactions. The Master's risk of loss inthe event of counterparty default is typically limited to the amountsrecognized in the statement of financial condition and not representedby the contract or notional amounts of the instruments. ThePartnership, through its investment in the Master has credit risk andconcentration risk because the sole counterparty or broker with respectto the Master's assets is CGM.

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The General Partner monitors and controlsthe Master's risk exposure on a daily basis through financial,credit and risk management monitoring systems, and accordingly believesthat it has effective procedures for evaluating and limiting the creditand market risks to which the Master is subject. These monitoringsystems allow the General Partner to statistically analyze actualtrading results with risk adjusted performance indicators andcorrelation statistics. In addition, on-line monitoring systems provideaccount analysis of futures, forwards and options positions by sector,margin requirements, gain and loss transactions and collateralpositions. (See also "Item 8. Financial Statements andSupplementary Data" for further information onfinancial instrument risk included in the notes to financialstatements.)

Other than the risks inherent in commodity futuresand swaps trading, the Master knows of no trends, demands, commitments,events or uncertainties which will result in or which are reasonablylikely to result in the Master's liquidity increasing ordecreasing in any material way. The Limited Partnership Agreementprovides that the General Partner may, in its discretion, cause thePartnership to cease trading operations and liquidate all openpositions under certain circumstances including a decrease in Net AssetValue per Redeemable Unit to less than $400 as of the close of businesson any business day.

(b)    Capital resources.

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

(ii)    The Partnership's capitalconsists of the capital contributions of the partners as increased ordecreased by gains or losses on trading and by expenses, interestincome, redemptions of Redeemable Units and distributions of profits,if any. Gains or losses on trading cannot be predicted. Market moves incommodities are dependent upon fundamental and technical factors whichthe Advisors may or may not be able to identify, such as changingsupply and demand relationships, weather, government agricultural,commercial and trade programs and policies, national and internationalpolitical 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 isdependent upon the level of trading and the ability of the Advisors toidentify and take advantage of price movements in the commoditymarkets, in addition to the level of Net Assets maintained. Inaddition, the amount of interest income payable by CGM is dependentupon interest rates over which the Partnership has no control.

No forecast can be made as to the level of redemptions in any givenperiod. A limited partner may require the Partnership to redeem hisRedeemable Units at their Net Asset Value as of the last day of a monthon 10 days' notice to the General Partner. For the purpose of aredemption, any accrued liability for reimbursement of offering andorganization expenses for the Initial Offering Period will not reduceNet Asset Value per Redeemable Unit. There is no fee charged to limitedpartners in connection with redemptions for the year ended December 31,2005 24,886.9663 Redeemable Units were Redeemed totalling $43,830,835.For the year ended December 31, 2004, 14,194.2293 Redeemable Units wereredeemed totaling $24,340,720. For the year ended December 31, 2003,14,013.5496 Redeemable Units were redeemed totaling $21,980,348.

For the year ended December 31, 2005 there were additional sales of59,294.0935 Redeemable Units totaling $102,847,000. For the year endedDecember 31, 2004, there were additional sales of 42,345.5298Redeemable Units totaling $71,933,000 and General Partner contributionsrepresenting 245.1600 Unit equivalents totaling $410,000. For the yearended December 31, 2003, there were additional sales of 37,057.5971Redeemable Units totaling $57,948,000 and General Partner contributionsrepresenting 212.2588 Unit equivalents totaling $325,000.

(c)    Results of Operations.

For the year endedDecember 31, 2005, the Net Asset Value Per Redeemble Unit increased6.9% from $1,699.79 for $1,817.40. For the year ended December31, 2004, the Net Asset Value per Redeemable Unit increased 4.0%from $1,634.64 to $1,699.79. For the year ended December 31, 2003, theNet Asset Value per Redeemable Unit increased 17.2% from$1,394.28 to $1,634.64.

The Partnership, through its investmentin the Master experienced net trading gains of $26,970,938 beforecommissions and expenses for the year ended December 31, 2005. Gainswere attributable to the Master's trading of Currencies, Energy,Interest rates non-U.S. and metals and were partially offset by lossesincurred in the trading of U.S. interest rates and indices.

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The year 2005 was characterized byseveral events that made it a challenging yet successful year for thepartnership's advisor. Profits were made in all market sectorsexcept stock indices and U.S. interest rates. Two of the most difficultmarkets for most trend-following advisors in 2005, specificallynon-U.S. interest rates and currencies, were the most profitable forCampbell and Company.

The currency and interest rates marketsprovided ample trading opportunities for agile trading strategies. Theabrupt reversal in January 2005 of the US Dollar versus the euroresulted in losses early in the year but after the rising dollar begana more prolonged directional trend, the partnership's advisormade substantial profits in that market through the second quarter. Asa result of the prospect of higher US interest rates, thepartnership's positions in fixed income contracts appreciated andadded substantially to the partnership's profits in the secondquarter.

The third quarter was noted for two significant eventswhich had offsetting impact on the partnership: one, the revaluation ofthe Chinese yuan that resulted in major short-term turmoil at thebeginning of the third quarter, and two, the impact ofHurricane's Katrina and Rita in August and September on theenergy markets. The revaluation of the yuan resulted in near continuousadjustments in the relationships of the major currencies andconsequently, choppy market conditions and losses for the partnership.Partially offsetting these losses were gains in energy trading as crudeoil and natural gas prices rose to historic levels. Throughout thisperiod, interest rates rose along with prices of precious metals,notably gold which rose to over 450 dollars per ounce, likewiseproviding profits for the partnership.

The fourth quarter of theyear was in some respects a microcosm of the year, as year-long trendsin the US dollar and energy markets persisted into early December andthen reversed abruptly late in the quarter. These changes in directionreduced profits in currencies, energy and interest rates trading atyear-end, but nonetheless, the partnership's net asset value perunit was up a very respectable 6.9% overall for theyear.

The Partnership experienced net trading gains of$18,628.650 before commissions and expenses in 2004. Gains wereprimarily attributable to the trading of currencies, U.S. and non-U.S.interest rates and energy and were partially offset by lossesrecognized in the trading of metals and indices.

In 2004, themarkets had periodic strong trends and then just as strong reversalsresulting in a mixed year for the Partnership's overallperformance.

Trading results for the year 2004 can be describedin three distinct periods: the first three months of the year producedpositive results of over 14% with trends carrying over from late2003, the next six months experienced extraordinarily difficultconditions and resulting in a decline of 16% in the net assetvalue per unit, and the period October through December saw a recoveryperiod with profits of nearly 8% but from a lower base. Overall,the Partnership ended the year up approximately 4%. The resultsfor the year were heavily influenced by two historic trends: thedecline in the value of the U.S. dollar and the run-up in the price ofcrude oil to over $50 a barrel.

The year started strongly withmany of the trends from late 2003 continuing into early 2004. Notablylower interest rates in the U.S. and other major countries fosteredstrong global economic growth and pressured commodity prices. Theseresulted in upward trends in many sectors, especially energy, metals,and stock indices and provided profitable trading opportunities for thePartnership's advisor. These trends persisted into March wheneconomic indicators in the U.S. and China suggested rising inflationand markets reversed with higher interest rates, collapsing commodityprices and the dollar reversal.

The second quarter began aprotracted period of tentative and conflicting trends across manysectors. As expected in the nature of trend-following, the strength ofprofitable trends is often followed by temporary but often severeperiods of losses. April though September was such a period for thePartnership's advisor as positions were adjusted from what hadbeen profitable, long-term trends to choppy, directionless and volatilemarkets. Particularly treacherous and thus unprofitable was trading inU.S. and Asian interest rates and global stock indices while energy andmetals provided some offsetting profits. The fundamental economicconcerns hanging over these markets were further exacerbated by theuncertainty surrounding the tightly contested U.S. presidentialelection.

With the year looking dismal going into the fall, theprice of crude oil resumed its climb to $50 a barrel brought on by adeteriorating security situation in Iraq, Saudi Arabia politicalturmoil, and renewed 

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threats of terrorism. Long positions in theenergy sector resulted provided profits for the Partnership early inthe fourth quarter. After early November, expectations for furtherdeterioration in the US double deficits pushed the U.S. dollar toward$1.40 to the euro. Stock markets resumed a positive trend and interestrates declined both favorable to the advisor's trading positions.The Partnership ended the fourth quarter positive and had a profitableoverall year.

The Partnership experienced net trading gains of$19,678,123 before commissions and expenses in 2003. Gains wereprimarily attributable to the trading of currencies and indices andwere partially offset by losses recognized in the trading of metals,energy, U.S. and non-U.S. interest rates.

In the GeneralPartner's opinion, the Advisor continues to employ its tradingmethods in a consistent and disciplined manner and its results areconsistent with the objectives of the Partnership and expectations forthe Advisor's programs. The General Partner continues to monitorthe Advisor's performance on a daily, weekly, monthly and annualbasis to assure these objectives are met.

Commodity markets arehighly volatile. The potential for broad and rapid price fluctuationsincreases the risks involved in commodity trading, but also increasesthe possibility of profit. The profitability of the Partnership dependson the existence of major price trends and the ability of the Advisorto correctly identify those price trends correctly. Price trends areinfluenced by, among other things, changing supply and demandrelationships, weather, governmental, agricultural, commercial andtrade programs and policies, national and international political andeconomic events and changes in interest rates. To the extent thatmarket trends exist and the Advisor is able to identify them, thePartnership expects to increase capital throughoperations.

(d)    Operational Risk.

ThePartnership, through its investment in the Master is directly exposedto market risk and credit risk, which arise in the normal course of itsbusiness activities. Slightly less direct, but of critical importance,are risks pertaining to operational and back office support. This isparticularly the case in a rapidly changing and increasingly globalenvironment with increasing transaction volumes and an expansion in thenumber and complexity of products in the marketplace.

Such risksinclude:

Operational/Settlement Risk — the risk offinancial and opportunity loss and legal liability attributable tooperational problems, such as inaccurate pricing of transactions,untimely trade execution, clearance and/or settlement, or the inabilityto process large volumes of transactions. The Partnership/Master issubject to increased risks with respect to its trading activities inemerging market securities, where clearance, settlement, and custodialrisks are often greater than in more established markets.

Technological Risk — the risk of loss attributable totechnological limitations or hardware failure that constrain thePartnership's ability to gather, process, and communicateinformation efficiently and securely, without interruption, tocustomers, among Redeemable Units within the Partnership, and in themarkets where the Partnership/Master participates.

Legal/Documentation Risk — the risk of lossattributable to deficiencies in the documentation of transactions (suchas trade confirmations) and customer relationships (such as masternetting agreements) or errors that result in noncompliance withapplicable legal and regulatory requirements.

FinancialControl Risk — the risk of loss attributable to limitationsin financial systems and controls. Strong financial systems andcontrols ensure that assets are safeguarded, that transactions areexecuted in accordance with management's authorization, and thatfinancial information utilized by management and communicated toexternal parties, including the Partnership's Redeemable Unitholders, creditors, and regulators, is free of material errors.

(e)     Critical Accounting Policies.

Thepreparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities, disclosures of contingent assets andliabilities at the date of the financial statements.

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All commodity interests (includingderivative financial instruments and derivative commodity instruments)are used for trading purposes. The commodity interests are recorded ontrade date and open contracts are recorded in the statement offinancial condition at fair value on the last business day of theperiod, which represents market value for those commodity interests forwhich market quotations are readily available or other measures of fairvalue deemed appropriate by management of the General Partner for thosecommodity interests and foreign currencies for which market quotationsare not readily available, including dealer quotes for swaps andcertain option contracts. Investments in commodity interestsdenominated in foreign currencies are translated into U.S. dollars atthe exchange rates prevailing on the last business day of the period.Realized gains (losses) and changes in unrealized values on commodityinterests and foreign currencies are recognized in the period in whichthe contract is closed or the changes occur and are included in netgains (losses) on trading of commodity interests.

Foreigncurrency contracts are those contracts where the Partnership/Masteragrees to receive or deliver a fixed quantity of foreign currency foran agreed-upon price on an agreed future date. Foreign currencycontracts are valued daily, and the Partnership's/Master'snet equity therein, representing unrealized gain or loss on thecontracts as measured by the difference between the forward foreignexchange rates at the dates of entry into the contracts and the forwardrates at the reporting dates, is included in the statement of financialcondition. Realized gains (losses) and changes in unrealized values onforeign currency contracts are recognized in the period in which thecontract is closed or the changes occur and are included in thestatement of income and expenses and partners' capital.

The General Partner believes that the accounting policies that willbe most critical to the Partnership's financial condition andresults of operations relate to the valuation of the Master'spositions. The majority of the Master's positions will beexchange-traded futures contracts, which will be valued daily atsettlement prices published by the exchanges. If applicable, theMaster's spot and forward foreign currency contracts will also bevalued at published daily settlement prices or at dealers'quotes. The General Partner expects that under normal circumstancessubstantially all of the Partnership's/Master's assets willbe valued by objective measures and without difficulty.

Item7A.    Quantitative and Qualitative Disclosures About MarketRisk

Introduction

The Master is a speculativecommodity pool. The market sensitive instruments held by it areacquired for speculative trading purposes, and all or substantially allof the Partnership's assets are subject to the risk of tradingloss through its investment in the Master. Unlike an operating company,the risk of market sensitive instruments is integral, not incidental,to the Master's and Partnership's main line ofbusiness.

Market movements result in frequent changes in thefair market value of the Master's open positions and,consequently, in its earnings and cash flow. The Master's andPartnership's market risk is influenced by a wide variety offactors, including the level and volatility of interest rates, exchangerates, equity price levels, the market value of financial instrumentsand contracts, the diversification effects among the Master'sopen positions and the liquidity of the markets in which it trades.

The Master rapidly acquires and liquidates both long and shortpositions in a wide range of different markets. Consequently, it is notpossible to predict how a particular future market scenario will affectperformance, and the Master's past performance is not necessarilyindicative of its future results.

Value at Risk is a measure ofthe maximum amount which the Partnership could reasonably be expectedto lose in a given market sector. However, the inherent uncertainty ofthe Master's speculative trading and the recurrence in themarkets traded by the Master of market movements far exceedingexpectations could result in actual trading or non-trading losses farbeyond the indicated Value at Risk or the Master's experience todate (i.e., "risk of ruin"). In light of theforegoing as well as the risks and uncertainties intrinsic to allfuture projections, the inclusion of the quantification in this sectionshould not be considered to constitute any assurance or representationthat the Master's losses in any market sector will be limited toValue at Risk or by the Master's attempts to manage its marketrisk.

Quantifying the Partnership's Trading Value atRisk

The following quantitative disclosures regarding theMaster's and Partnership's market risk exposures contain"forward-looking statements" within themeaning of the safe harbor from civil liability 

17

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provided for such statements by the PrivateSecurities Litigation Reform Act of 1995 (set forth in Section 27A ofthe Securities Act of 1933 and Section 21E of the Securities ExchangeAct of 1934). All quantitative disclosures in this section are deemedto be forward-looking statements for purposes of the safe harbor exceptfor statements of historical fact (such as the terms of particularcontracts and the number of market risk sensitive instruments heldduring or at the end of the reporting period).

TheMaster's and Partnership's risk exposure in the variousmarket sectors traded by the Advisor is quantified below in terms ofValue at Risk. Due to the Master's mark-to-market accounting, anyloss in the fair value of the Master's open positions is directlyreflected in the Master's earnings (realized orunrealized).Exchange maintenance margin requirements have been used bythe Master as the measure of its Value at Risk. Maintenance marginrequirements are set by exchanges to equal or exceed the maximum lossesreasonably expected to be incurred in the fair value of any givencontract in 95%–99% of any one-day intervals. Themaintenance margin levels are established by dealers and exchangesusing historical price studies as well as an assessment of currentmarket volatility (including the implied volatility of the options on agiven futures contract) and economic fundamentals to provide aprobabilistic estimate of the maximum expected near-term one-day pricefluctuation. Maintenance margin has been used rather than the moregenerally available initial margin, because initial margin includes acredit risk component which is not relevant to Value at Risk.

Inthe case of market sensitive instruments which are not exchange traded(almost exclusively currencies in the case of the Master, the marginrequirements for the equivalent futures positions have been used asValue at Risk. In those rare cases in which a futures-equivalent marginis not available, dealers' margins have been used.

Thefair value of the Master's futures and forward positions does nothave any optionality component. However, the Advisor may tradecommodity options. The Value at Risk associated with options isreflected in the following table as the margin requirement attributableto the instrument underlying each option. Where this instrument is afutures contract, the futures margin, and where this instrument is aphysical commodity, the futures-equivalent maintenance margin has beenused. This calculation is conservative in that it assumes that the fairvalue of an option will decline by the same amount as the fair value ofthe underlying instrument, whereas, in fact, the fair values of theoptions traded by the Master in almost all cases fluctuate to a lesserextent than those of the underlying instruments.

In quantifyingthe Master's Value at Risk, 100% positive correlation inthe different positions held in each market risk category has beenassumed. Consequently, the margin requirements applicable to the opencontracts have simply been added to determine each tradingcategory's aggregate Value at Risk. The diversification effectsresulting from the fact that the Master's positions are rarely,if ever, 100% positively correlated have not been reflected.

The Master's Trading Value at Risk in Different MarketSectors

The following table indicates the trading Value at Riskassociated with the Master's open positions by market category asof December 31, 2005, and the highest, lowest and average value at anypoint during the year and the average value for the twelve months endedDecember 31, 2005. All open position trading risk exposures of theMaster have been included in calculating the figures set forth below.As of December 31, 2005, the Master's total capitalization was$326,390,773.

18

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December 31,2005

|                                 |  |               |            |                         |  |                  |        |                  |  |                       |            |        |  |        |            |        |  |        |            |        |  |  |
|---------------------------------|--|---------------|------------|-------------------------|--|------------------|--------|------------------|--|-----------------------|------------|--------|--|--------|------------|--------|--|--------|------------|--------|--|--|
| MarketSector                    |  | Value at Risk |            | % ofTotalCapitalization |  | HighValue atRisk |        | LowValue at Risk |  | Average Value atRisk* |
| Currencies:                     |  |          |       |                    |  |             |   |             |  |                  |       |   |  |   |       |   |  |   |       |   |
| — ExchangeTradedContracts |  | $             | 16,263,450 |                    |  |             | 4.98   | %           |  | $                     | 17,177,847 |   |  | $      | 10,760,639 |   |  | $      | 11,658,324 |   |
| Energy                          |  |          | 6,107,800  |                    |  |             | 1.87   | %           |  |                  | 6,690,600  |   |  |   | 1,118,325  |   |  |   | 2,560,890  |   |
| Interest Rates U.S.             |  |          | 4,371,250  |                    |  |             | 1.31   | %           |  |                  | 6,848,300  |   |  |   | 60,349     |   |  |   | 2,343,227  |   |
| Interest Rates Non -U.S.        |  |          | 4,729,219  |                    |  |             | 1.45   | %           |  |                  | 10,351,655 |   |  |   | 1,451,310  |   |  |   | 5,612,551  |   |
| Metals                          |  |          |       |                    |  |             |   |             |  |                  |       |   |  |   |       |   |  |   |       |   |
| — Exchange TradeContracts |  |          | 51,000     |                    |  |             | 0.01   | %           |  |                  | 4,653,750  |   |  |   | 18,000     |   |  |   | 51,667     |   |
| —OTC                      |  |          | 377,400    |                    |  |             | 0.12   | %           |  |                  | 822,970    |   |  |   | 222,525    |   |  |   | 439,190    |   |
| Indices                         |  |          | 7,085,196  |                    |  |             | 2.17   | %           |  |                  | 14,411,622 |   |  |   | 1,443,204  |   |  |   | 5,456,177  |   |
| Total                           |  | $             | 38,885,315 |                    |  |             | 11.91  | %           |  |                  |       |   |  |   |       |   |  |   |       |   |
|                                 |

|  |
|--|
|  |  |
|  |

*    Annualaverage based on month-end value at risk

The following tableindicates the trading Value at Risk associated with thePartnership's open positions by market category as of December31, 2004 and the highest, lowest and average value at any point duringthe year and the average value for the twelve months ended December 31,2004. All open positions trading risk exposures of the Partnership havebeen included in calculating the figures set forth below. As ofDecember 31, 2004, the Partnership's total capitalization was$154,682,645.

December 31,2004

|                          |  |               |            |                         |  |                  |        |                  |  |                       |            |        |  |        |           |        |  |        |           |        |  |  |
|--------------------------|--|---------------|------------|-------------------------|--|------------------|--------|------------------|--|-----------------------|------------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
| MarketSector             |  | Value at Risk |            | % ofTotalCapitalization |  | HighValue atRisk |        | LowValue at Risk |  | Average Value atRisk* |
| Currencies:              |  |          |       |                    |  |             |   |             |  |                  |       |   |  |   |      |   |  |   |      |   |
| —OTC               |  | $             | 5,669,043  |                    |  |             | 3.66   | %           |  | $                     | 11,568,820 |   |  | $      | 1,144,652 |   |  | $      | 4,118,998 |   |
| Energy                   |  |          | 989,890    |                    |  |             | 0.64   | %           |  |                  | 1,491,800  |   |  |   | 16,000    |   |  |   | 632,993   |   |
| Interest Rates U.S.      |  |          | 1,244,550  |                    |  |             | 0.80   | %           |  |                  | 2,232,200  |   |  |   | 11,475    |   |  |   | 907,595   |   |
| Interest Rates Non -U.S. |  |          | 2,912,533  |                    |  |             | 1.88   | %           |  |                  | 5,753,067  |   |  |   | 814,887   |   |  |   | 3,023,855 |   |
| Metals                   |  |          |       |                    |  |             |   |             |  |                  |       |   |  |   |      |   |  |   |      |   |
| — OTC              |  |          | 301,299    |                    |  |             | 0.20   | %           |  |                  | 431,812    |   |  |   | 1,585     |   |  |   | 191,660   |   |
| Indices                  |  |          | 7,247,953  |                    |  |             | 4.69   | %           |  |                  | 7,416,472  |   |  |   | 646,913   |   |  |   | 3,809,557 |   |
| Total                    |  | $             | 18,365,268 |                    |  |             | 11.87  | %           |  |                  |       |   |  |   |      |   |  |   |      |   |
|                          |

*    Annualaverage based on month-end value at risk

Material Limitationson Value at Risk as an Assessment of Market Risk

The face valueof the market sector instruments held by the Partnership is typicallymany times the applicable maintenance margin requirement (marginrequirements generally range between 2% and 15% ofcontract face value) as well as many times the capitalization of thePartnership. The magnitude of the Master's open positions createsa "risk of ruin" not typically found in mostother investment vehicles. Because of the size of its positions,certain market conditions — unusual, but historically recurringfrom time to time — could cause the Master to incur severe lossesover a short period of time. The foregoing Value at Risk table —as well as the past performance of the Partnership — give noindication of this "risk of ruin."

Non-Trading Risk

The Master has non-trading market risk onits foreign cash balances not needed for margin. However, thesebalances (as well as any market risk they represent) areimmaterial.

19

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Materiality as used in this section,"Qualitative and Quantitative Disclosures About MarketRisk," is based on an assessment of reasonably possiblemarket movements and the potential losses caused by such movements,taking into account the leverage, optionality and multiplier featuresof the Partnership's market sensitive instruments.

Qualitative Disclosures Regarding Primary Trading RiskExposures

The following qualitative disclosures regarding theMaster's market risk exposures — except for (i) thosedisclosures that are statements of historical fact and (ii) thedescriptions of how the Master manages its primary market riskexposures — constitute forward-looking statements within themeaning of Section 27A of the Securities Act and Section 21E of theSecurities Exchange Act. The Master's primary market riskexposures as well as the strategies used and to be used by the GeneralPartner and the Advisor for managing such exposures are subject tonumerous uncertainties, contingencies and risks, any one of which couldcause the actual results of the Master's risk controls to differmaterially from the objectives of such strategies. Governmentinterventions, defaults and expropriations, illiquid markets, theemergence of dominant fundamental factors, political upheavals, changesin historical price relationships, an influx of new marketparticipants, increased regulation and many other factors could resultin material losses as well as in material changes to the risk exposuresand the management strategies of the Master. There can be no assurancethat the Master's current market exposure and/or risk managementstrategies will not change materially or that any such strategies willbe effective in either the short- or long- term. Investors must beprepared to lose all or substantially all of their investment in thePartnership.

The following were the primary trading riskexposures of the Master as of December 31, 2005, by market sector.

Interest Rates. Interest rate movements directly affect theprice of the futures positions held by the Master and indirectly thevalue of its stock index and currency positions. Interest ratemovements in one country as well as relative interest rate movementsbetween countries materially impact the Master's profitability.The Master's primary interest rate exposure is to interest ratefluctuations in the United States and the other G-8 countries. However,the Master also takes futures positions on the government debt ofsmaller nations — e.g., Australia.

Currencies.   The Master's currency exposure is toexchange rate fluctuations, primarily fluctuations which disrupt thehistorical pricing relationships between different currencies andcurrency pairs. These fluctuations are influenced by interest ratechanges as well as political and general economic conditions. TheGeneral Partner does not anticipate that the risk profile of theMaster's currency sector will change significantly in the future.The currency trading Value at Risk figure includes foreign marginamounts converted into U.S. dollars with an incremental adjustment toreflect the exchange rate risk inherent to the dollar-based Partnershipin expressing Value at Risk in a functional currency other thandollars.

Stock Indices.   TheMaster's primaryequity exposure is to equity price risk in the G-8 countries. The stockindex futures traded by the Master are limited to futures on broadlybased indices. As of December 31, 2005, the Master's primaryexposures were in the EUREX and CME E-mini S&P 500 stock indices.The General Partner anticipates little, if any, trading in non-G-8stock indices. The Master is primarily exposed to the risk of adverseprice trends or static markets in the major U.S., European and Japaneseindices. (Static markets would not cause major market changes but wouldmake it difficult for the Master to avoid being"whipsawed" into numerous small losses.)

Metals.   TheMaster's primary metal marketexposure is to fluctuations in the price of copper.

Energy.   The Master's primary energy marketexposure is to gas and oil price movements, often resulting frompolitical developments in the Middle East. Oil prices can be volatileand substantial profits and losses have been and are expected tocontinue to be experienced in this market.

QualitativeDisclosures Regarding Non-Trading Risk Exposure

The followingwere the only non-trading risk exposures of the Master as of December31, 2005.

Foreign Currency Balances.   TheMaster's primary foreign currency balances are in Japanese yen,Canadian dollar and Swiss francs. The Advisor regularly convertsforeign currency balances to dollars in an attempt to control theMaster's non-trading risk.

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Qualitative Disclosures Regarding Meansof Managing Risk Exposure

The General Partner monitors andcontrols the Partnership's, through its investment in the Masterrisk exposure on a daily basis through financial, credit and riskmanagement monitoring systems and accordingly believes that it haseffective procedures for evaluating and limiting the credit and marketrisks to which the Master is subject.

The General Partnermonitors the Master's performance and the concentration of itsopen positions, and consults with the Advisor concerning theMaster's overall risk profile. If the General Partner felt itnecessary to do so, the General Partner could require the Advisor toclose out individual positions as well as enter certain positionstraded on behalf of the Master. However, any such intervention would bea highly unusual event. The General Partner primarily relies on theAdvisor's own risk control policies while maintaining a generalsupervisory overview of the Master's market risk exposures.

The Advisor applies its own risk management policies to its trading.The Advisor often follows diversification guidelines, margin limits andstop loss points to exit a position. The Advisor's research ofrisk management often suggests ongoing modifications to its tradingprograms.

As part of the General Partner's riskmanagement, the General Partner periodically meets with the Advisor todiscuss its risk management and to look for any material changes to theAdvisor's portfolio balance and trading techniques. The Advisoris required to notify the General Partner of any material changes toits programs.

21

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Item8.    Financial Statements and Supplementary Data.

Smith Barney Potomac Futures Fund L.P.

INDEX TO FINANCIALSTATEMENTS

|                                                                                               |  |                  |  |  |  |  |
|-----------------------------------------------------------------------------------------------|--|------------------|--|--|--|--|
|                                                                                          |  | PageNumber       |
| Oath or Affirmation                                                                           |  | F-2              |
| Management'sReport on Internal Control over FinancialReporting                                |  | F-3              |
| Reports of IndependentRegistered Public Accounting Firm                                       |  | F-4 −F-5   |
| Statements of Financial Condition at December31, 2005 and 2004                                |  | F-6              |
| Condensed Schedule ofInvestments                                                              |  | F-7              |
| Statements of Income andExpenses for the years ended December 31, 2005, 2004 and 2003         |  | F-8              |
| Statements of Changes inPartners' Capital for the years ended December 31, 2005, 2004 and2003 |  | F-9              |
| Statements of Cash Flows for theyears ended December 31, 2005, 2004 and 2003                  |  | F-10             |
| Notes to Financial Statements                                                                 |  | F-11 –F-15 |
| Selected Unaudited Quarterly FinancialData                                                    |  | F-16             |
| Financial Statements ofthe Master:                                                            |  |             |
| Oath or Affirmation                                                                           |  | F-17             |
| Independent Auditors' Report                                                                  |  | F-18             |
| Statement of Financial Condition atDecember 31, 2005                                          |  | F-19             |
| Condensed Schedule ofInvestments at December 31,2005                                          |  | F-20             |
| Statement of Income and Expensesfor the year ended December 31,2005                           |  | F-21             |
| Statement of Changes inMembers' Capital for the year ended December 31, 2005                  |  | F-22             |
| Statement of Cash Flows for the yearended December 31, 2005                                   |  | F-23             |
| Notes toFinancial Statements                                                                  |  | F-24 –F-27 |
| Selected Unaudited Quarterly Financial Data                                                   |  | F-28             |
|                                                                                               |

F-1

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Tothe Limited Partners ofSmith Barney Potomac Futures Fund L.P.

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

|  |
|--|
|  |  |  |
|  |

|  | By:   DanielR. McAuliffe, Jr.           Chief Financial Officer andDirector          Citigroup Managed FuturesLLC          General Partner, Smith Barney          Potomac Futures Fund L.P. |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | Citigroup Managed Futures LLC731Lexington Avenue25th FloorNew York, N.Y.10022212-559-2011 |
|--|-------------------------------------------------------------------------------------------|

F-2

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Management's Report on InternalControl overFinancial Reporting

The management of SmithBarney Potomac Futures Fund L.P. (the"Partnership"), Citigroup Managed FuturesLLC, is responsible for establishing and maintaining adequate internalcontrol over financial reporting. The Partnership's internalcontrol system was designed to provide reasonable assurance to thePartnership's management and Board of Directors regarding thepreparation and fair presentation of published financial statements inaccordance with U.S. generally accepted accounting principles. Allinternal control systems, no matter how well designed, have inherentlimitations. Therefore, even those systems determined to be effectivecan provide only reasonable assurance with respect to financialstatement preparation and presentation.

 Managementmaintains a comprehensive system of controls intended to ensure thattransactions are executed in accordance with management'sauthorization, assets are safeguarded, and financial records arereliable. Management also takes steps to see that information andcommunication flows are effective and to monitor performance, includingperformance of internal control procedures.

 ThePartnership's management assessed the effectiveness of thePartnership's internal control over financial reporting as ofDecember  31, 2005 based on the criteria set forth by theCommittee of Sponsoring Organizations of the Treadway Commission (COSO)in Internal Control-Integrated Framework. Based on this assessment,management believes that, as of December  31, 2005, thePartnership's internal control over financial reporting iseffective.

 Management's assessment of theeffectiveness of the Company's internal control over financialreporting as of December  31, 2005 has been audited by KPMG LLP,the Partnership's independent registered public accounting firm,as stated in their reports appearing on the following pages, whichexpress unqualified opinions on management's assessment and onthe effectiveness of the Partnship's internal control overfinancial reporting as of December  31,2005.

F-3

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Report of Independent Registered PublicAccounting Firm

To the Partners of Smith Barney PotomacFutures Fund L.P.:

We have audited management'sassessment, included in the accompanying Management's Reporton Internal Control Over Financial Reporting, that Smith BarneyPotomac Futures Fund L.P. (the "Partnership")maintained effective internal control over financial reporting as ofDecember 31, 2005, based on criteria established in InternalControl—Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission("COSO"). The Partnership's managementis responsible for maintaining effective internal control overfinancial reporting and for its assessment of the effectiveness ofinternal control over financial reporting. Our responsibility is toexpress an opinion on management's assessment and an opinion onthe effectiveness of the Partnership's internal control overfinancial reporting based on our audit.

We conducted our auditin accordance with the standards of the Public Company AccountingOversight Board (United States). Those standards require that we planand perform the audit to obtain reasonable assurance about whethereffective internal control over financial reporting was maintained inall material respects. Our audit included obtaining an understanding ofinternal control over financial reporting, evaluatingmanagement's assessment, testing and evaluating the design andoperating effectiveness of internal control, and performing such otherprocedures as we considered necessary in the circumstances. We believethat our audit provides a reasonable basis for our opinion.

Apartnership's internal control over financial reporting is aprocess designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally acceptedaccounting principles. A partnership's internal control overfinancial 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 theassets of the partnership; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the partnership arebeing made only in accordance with authorizations of management anddirectors of the partnership; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition,use, or disposition of the partnership's assets that could have amaterial effect on the financial statements.

Because of itsinherent limitations, internal control over financial reporting may notprevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controlsmay become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures maydeteriorate.

In our opinion, management's assessment thatSmith Barney Potomac Futures Fund L.P. maintained effective internalcontrol over financial reporting as of December 31, 2005, is fairlystated, in all material respects, based on criteria established inInternal Control—Integrated Framework issued by COSO.Also, in our opinion, the Partnership maintained, in all materialrespects, effective internal control over financial reporting as ofDecember 31, 2005, based on criteria established in InternalControl—Integrated Framework issued by COSO.

We alsohave audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the statements of financialcondition of the Partnership as of December 31, 2005 and 2004,including the condensed schedule of investments as of December 31,2004, and the related statements of income and expenses, changes inpartners' capital, and cash flows for each of the years in thethree-year period ended December 31, 2005, and our report dated March13, 2006 expressed an unqualified opinion on those financialstatements.

|  |
|--|
|  |  |
|  |

New York, New York March 13,2006

F-4

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Report of Independent Registered PublicAccounting Firm

To the Partners of Smith Barney PotomacFutures Fund L.P.:

We have audited the accompanying statementsof financial condition of Smith Barney Potomac Futures Fund L.P. (the"Partnership"), as of December 31, 2005 and2004, including the condensed schedule of investments as of December31, 2004, and the related statements of income and expenses, changes inpartners' capital, and cash flows for each of the years in thethree-year period ended December 31, 2005. These financial statementsare the responsibility of the Partnership's management. Ourresponsibility is to express an opinion on these financial statementsbased on our audits.

We conducted our audits in accordance withthe standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.

Inour opinion, the financial statements referred to above present fairly,in all material respects, the financial position of Smith BarneyPotomac Futures Fund L.P. as of December 31, 2005 and 2004, and theresults of its operations, changes in its partners' capital, andits cash flows for each of the years in the three-year period endedDecember 31, 2005, in conformity with U.S. generally acceptedaccounting principles.

We also have audited, in accordance withthe standards of the Public Company Accounting Oversight Board (UnitedStates), the effectiveness of the Partnership's internal controlover financial reporting as of December 31, 2005, based on criteriaestablished in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the TreadwayCommission ("COSO"), and our report datedMarch 13, 2006 expressed an unqualified opinion on management'sassessment of, and the effective operation of, internal control overfinancial reporting.

|  |
|--|
|  |  |
|  |

NewYork, New York March 13, 2006

F-5

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Smith Barney Potomac Futures FundL.P.Statements of Financial ConditionDecember 31, 2005 and2004

|                                                                                                                                         |  |        |             |        |  |        |             |        |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|--------|-------------|--------|--|--------|-------------|--------|--|--|
|                                                                                                                                    |  | 2005   |             | 2004   |
| Assets:                                                                                                                                 |  |   |        |   |  |   |        |   |
| Investmentin Master, at fair value                                                                                                      |  | $      | 231,467,408 |   |  | $      | —     |   |
| Equity incommodity futures tradingaccount:                                                                                              |  |   |        |   |  |   |        |   |
| Cash(restricted $0 and $19,775,170 in 2005 and 2004, respectively) (Note3c)                                                             |  |   | 12,705      |   |  |   | 157,080,994 |   |
| Netunrealized appreciation on open futurespositions                                                                                     |  |   | —     |   |  |   | 2,504,531   |   |
| Unrealizedappreciation on open forwardcontracts                                                                                         |  |   | —     |   |  |   | 9,444,675   |   |
|                                                                                                                                    |  |   | 231,480,113 |   |  |   | 169,030,200 |   |
| Interestreceivable (Note3c)                                                                                                             |  |   | —     |   |  |   | 205,283     |   |
|                                                                                                                                    |  | $      | 231,480,113 |   |  | $      | 169,235,483 |   |
| Liabilitiesand Partners'Capital:                                                                                                        |  |   |        |   |  |   |        |   |
| Liabilities:                                                                                                                            |  |   |        |   |  |   |        |   |
| Unrealizeddepreciation on open forwardcontracts                                                                                         |  | $      | —     |   |  | $      | 10,366,214  |   |
| Accruedexpenses:                                                                                                                        |  |   |        |   |  |   |        |   |
|     Commissions (Note3c)                                                                                            |  |   | 1,277,897   |   |  |   | 874,649     |   |
|     Managementfees (Note3b)                                                                                         |  |   | 391,002     |   |  |   | 267,511     |   |
|     Professionalfees                                                                                                |  |   | 13,921      |   |  |   | 57,362      |   |
|     Otherfees                                                                                                       |  |   | 1,735       |   |  |   | 19,616      |   |
| RedemptionsPayable (Note5)                                                                                                              |  |   | 1,878,905   |   |  |   | 2,967,486   |   |
|                                                                                                                                    |  |   | 3,563,460   |   |  |   | 14,552,838  |   |
| Partners'Capital: (Note 1 and5)                                                                                                         |  |   |        |   |  |   |        |   |
| General Partner,729.3902 Unit equivalents outstanding in 2005 and2004                                                                   |  |   | 1,325,594   |   |  |   | 1,239,810   |   |
| LimitedPartners, 124,678.9436 and 90,271.8164 Redeemable Units of LimitedPartnership Interest outstanding in 2005 and 2004,respectively |  |   | 226,591,059 |   |  |   | 153,442,835 |   |
|                                                                                                                                    |  |   | 227,916,653 |   |  |   | 154,682,645 |   |
|                                                                                                                                    |  | $      | 231,480,113 |   |  | $      | 169,235,483 |   |
|                                                                                                                                         |

Seeaccompanying notes to financialstatements.

F-6

----

SmithBarney Potomac Futures Fund L.P.

Condensed Schedule ofInvestmentsDecember 31,2004

|                                                                                                                                                                                              |  |           |             |                      |  |        |        |          |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------|-------------|----------------------|--|--------|--------|----------|--|--|
|                                                                                                                                                                                         |  | FairValue |             | % ofPartners'Capital |
| Futures ContractsPurchased                                                               |  |      |        |                 |  |   |   |     |
| Energy                                                                                                                                                                                       |  | $         | (309,904    | )               |  |   | (0.20  | )%  |
| InterestRatesNon-U.S.                                                                                                                                                                        |  |      | 1,127,489   |                 |  |   | 0.73   |     |
| InterestRatesU.S.                                                                                                                                                                            |  |      | 265,100     |                 |  |   | 0.17   |     |
| Indices                                                                                                                                                                                      |  |      | 1,377,859   |                 |  |   | 0.89   |     |
| Totalfutures contractspurchased                                                                                                                                                              |  |      | 2,460,544   |                 |  |   | 1.59   |     |
| FuturesContractsSold                             |  |      |        |                 |  |   |   |     |
| InterestRates Non-U.S.                                                                                                                                                                       |  |      | 2,190       |                 |  |   | 0.00   | *   |
| InterestRatesU.S.                                                                                                                                                                            |  |      | 41,797      |                 |  |   | 0.03   |     |
| Totalfutures contractssold                                                                                                                                                                   |  |      | 43,987      |                 |  |   | 0.03   |     |
| UnrealizedAppreciation on ForwardContracts                                                                                                                                                   |  |      |        |                 |  |   |   |     |
| Currencies                                                                                                                                                                                   |  |      | 9,332,621   |                 |  |   | 6.03   |     |
| Metals                                                                                                                                                                                       |  |      | 112,054     |                 |  |   | 0.07   |     |
| Totalunrealized appreciation on forwardcontracts                                                                                                                                             |  |      | 9,444,675   |                 |  |   | 6.10   |     |
| UnrealizedDepreciation on ForwardContracts                                                                                                                                                   |  |      |        |                 |  |   |   |     |
| Currencies                                                                                                                                                                                   |  |      | (10,181,726 | )               |  |   | (6.58  | )   |
| Metals                                                                                                                                                                                       |  |      | (184,488    | )               |  |   | (0.12  | )   |
| Totalunrealized depreciation on forwardcontracts                                                                                                                                             |  |      | (10,366,214 | )               |  |   | (6.70  | )   |
| Totalfairvalue                                                                                                                                                                               |  | $         | 1,582,992   |                 |  |   | 1.02   | %   |
|                                                                                                                                                                                              |

|  |                                                                     |
|--|---------------------------------------------------------------------|
|  | Percentagesare based on Partners' capital unless otherwiseindicated |

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

See accompanying notes to financialstatements.

F-7

----

Smith Barney Potomac Futures FundL.P.

Statements of Income and Expensesfor theyears ended December 31, 2005, 2004 and2003

|                                                                                                                 |  |        |             |         |  |        |            |         |  |        |            |        |  |  |
|-----------------------------------------------------------------------------------------------------------------|--|--------|-------------|---------|--|--------|------------|---------|--|--------|------------|--------|--|--|
|                                                                                                            |  | 2005   |             | 2004    |  | 2003   |
| Income:                                                                                                         |  |   |        |    |  |   |       |    |  |   |       |   |
| Netgains (losses) on trading of commodityinterests:                                                             |  |   |        |    |  |   |       |    |  |   |       |   |
| Realized gains on closed positionsfrom Master                                                                   |  | $      | 37,780,729  |    |  | $      | —    |    |  | $      | —    |   |
| Changein unrealized gains (losses) on open positions fromMaster                                                 |  |   | (10,809,791 | )  |  |   | —    |    |  |   | —    |   |
| Interestincome allocated fromMaster                                                                             |  |   | 4,586,060   |    |  |   | —    |    |  |   | —    |   |
| Expensesallocated fromMaster                                                                                    |  |   | (359,495    | )  |  |   | —    |    |  |   | —    |   |
| Realizedgains on closed positions and foreign currencies                                                        |  |   | —     |    |  |   | 21,717,706 |    |  |   | 17,180,183 |   |
| Changein unrealized gains (losses) on openpositions                                                             |  |   | —     |    |  |   | (3,089,056 | )  |  |   | 2,497,940  |   |
|                                                                                                            |  |   | 31,197,503  |    |  |   | 18,628,650 |    |  |   | 19,678,123 |   |
| Interest income (Note3c)                                                                                        |  |   | —     |    |  |   | 1,320,817  |    |  |   | 592,252    |   |
|                                                                                                            |  |   | 31,197,503  |    |  |   | 19,949,467 |    |  |   | 20,270,375 |   |
| Expenses:                                                                                                       |  |   |        |    |  |   |       |    |  |   |       |   |
| Brokeragecommissions including clearing fees of $0, $129,807 and $143,818,respectively (Note  3c)               |  |   | 12,923,399  |    |  |   | 8,851,986  |    |  |   | 5,141,634  |   |
| Management fees (Note3b)                                                                                        |  |   | 3,953,525   |    |  |   | 2,642,931  |    |  |   | 1,513,837  |   |
| Incentive fees (Note3b)                                                                                         |  |   | —     |    |  |   | 3,973,895  |    |  |   | 2,325,768  |   |
| Professionalfees                                                                                                |  |   | 82,200      |    |  |   | 120,115    |    |  |   | 98,551     |   |
| Otherexpenses                                                                                                   |  |   | 20,536      |    |  |   | 16,603     |    |  |   | 9,467      |   |
|                                                                                                            |  |   | 16,979,660  |    |  |   | 15,605,530 |    |  |   | 9,089,257  |   |
| Net income                                                                                                      |  | $      | 14,217,843  |    |  | $      | 4,343,937  |    |  | $      | 11,181,118 |   |
| Net income per Redeemable Unit ofLimited Partnership Interest and General Partner Unit equivalent (Notes1 and6) |  | $      | 117.61      |    |  | $      | 65.15      |    |  | $      | 240.36     |   |
|                                                                                                                 |

See accompanying notes tofinancial statements.

F-8

----

Smith Barney Potomac Futures FundL.P.Statements of Changes in Partners' Capital for theyears ended December 31, 2005, 2004 and2003

|                                                                                                                                            |  |                 |             |                |  |        |           |        |  |        |             |         |  |  |
|--------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------|-------------|----------------|--|--------|-----------|--------|--|--------|-------------|---------|--|--|
|                                                                                                                                       |  | LimitedPartners |             | GeneralPartner |  | Total  |
| Partners' capital atDecember 31,2002                                                                                                       |  | $               | 54,483,454  |           |  | $      | 379,204   |   |  | $      | 54,862,658  |    |
| Netincome                                                                                                                                  |  |            | 11,093,780  |           |  |   | 87,338    |   |  |   | 11,181,118  |    |
| Saleof 37,057.5971 Redeemable Units of Limited Partnership Interest andGeneral Partner contribution representing 212.2588 Unitequivalents  |  |            | 57,948,000  |           |  |   | 325,000   |   |  |   | 58,273,000  |    |
| Redemptionof 14,013.5496 Redeemable Units of Limited PartnershipInterest                                                                   |  |            | (21,980,348 | )         |  |   | —   |   |  |   | (21,980,348 | )  |
| Partners'capital at December 31,2003                                                                                                       |  |            | 101,544,886 |           |  |   | 791,542   |   |  |   | 102,336,428 |    |
| Netincome                                                                                                                                  |  |            | 4,305,669   |           |  |   | 38,268    |   |  |   | 4,343,937   |    |
| Sale of 42,345.5298 Redeemable Units of Limited PartnershipInterest and General Partner contribution representing 245.1600 Unitequivalents |  |            | 71,933,000  |           |  |   | 410,000   |   |  |   | 72,343,000  |    |
| Redemption of 14,194.2293 Redeemable Units of LimitedPartnershipInterest                                                                   |  |            | (24,340,720 | )         |  |   | —   |   |  |   | (24,340,720 | )  |
| Partners' capital at December 31,2004                                                                                                      |  |            | 153,442,835 |           |  |   | 1,239,810 |   |  |   | 154,682,645 |    |
| Netincome                                                                                                                                  |  |            | 14,132,059  |           |  |   | 85,784    |   |  |   | 14,217,843  |    |
| Sale of 59,294.0935 Redeemable Units of Limited PartnershipInterest                                                                        |  |            | 102,847,000 |           |  |   | —   |   |  |   | 102,847,000 |    |
| Redemption of 24,886.9663 Redeemable Units of LimitedPartnershipInterest                                                                   |  |            | (43,830,835 | )         |  |   | —   |   |  |   | (43,830,835 | )  |
| Partners' capital at December 31,2005                                                                                                      |  | $               | 226,591,059 |           |  | $      | 1,325,594 |   |  | $      | 227,916,653 |    |
|                                                                                                                                            |

NetAsset Value per RedeemableUnit:

|      |
|------|
|      |  |  |  |  |  |  |
| 2003 |  | $ | 1,634.64 |   |
| 2004 |  | $ | 1,699.79 |   |
| 2005 |  | $ | 1,817.40 |   |
|      |

Seeaccompanying notes to financial statements.

F-9

----

Smith Barney Potomac Futures FundL.P.Statements of Cash Flowsfor the years ended December 31,2005, 2004and 2003

|                                                                                           |  |        |              |         |  |        |             |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------|--|--------|--------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                      |  | 2005   |              | 2004    |  | 2003   |
| Cashflows from operatingactivities:                                                       |  |   |         |    |  |   |        |    |  |   |        |    |
| Netincome                                                                                 |  | $      | 14,217,843   |    |  | $      | 4,343,937   |    |  | $      | 11,181,118  |    |
| Adjustmentsto reconcile net income to net cash provided by (used in) operatingactivities: |  |   |         |    |  |   |        |    |  |   |        |    |
| Changesin operating assets andliabilities:                                                |  |   |         |    |  |   |        |    |  |   |        |    |
| Purchaseof Investment inPartnership                                                       |  |   | (257,529,645 | )  |  |   | —     |    |  |   | —     |    |
| Proceedsfrom sale of investment inPartnership                                             |  |   | 52,675,162   |    |  |   | —     |    |  |   | —     |    |
| Netunrealized appreciation (depreciation) on investment inPartnership                     |  |   | (26,612,925  | )  |  |   | —     |    |  |   | —     |    |
| (Increase)decrease in restrictedcash                                                      |  |   | 19,775,170   |    |  |   | (7,530,472  | )  |  |   | (7,297,426  | )  |
| (Increase)decrease in net unrealized appreciation on open futurespositions                |  |   | 2,504,531    |    |  |   | 2,167,517   |    |  |   | (2,487,104  | )  |
| (Increase)decrease in unrealized appreciation on open forwardcontracts                    |  |   | 9,444,675    |    |  |   | (9,444,675  | )  |  |   | 60,345      |    |
| (Increase)decrease in interestreceivable                                                  |  |   | 205,283      |    |  |   | (146,219    | )  |  |   | (15,341     | )  |
| Increase(decrease) in unrealized depreciation on open forwardcontracts                    |  |   | (10,366,214  | )  |  |   | 10,366,214  |    |  |   | (71,181     | )  |
| Accruedexpenses:                                                                          |  |   |         |    |  |   |        |    |  |   |        |    |
| Increase(decrease) incommissions                                                          |  |   | 403,248      |    |  |   | 299,891     |    |  |   | 268,232     |    |
| Increase(decrease) in managementfees                                                      |  |   | 123,491      |    |  |   | 91,794      |    |  |   | 82,042      |    |
| Increase(decrease) in incentivefees                                                       |  |   | —      |    |  |   | (594,066    | )  |  |   | 594,066     |    |
| Increase(decrease) in professionalfees                                                    |  |   | (43,441      | )  |  |   | (24,446     | )  |  |   | 15,633      |    |
| Increase(decrease) inother                                                                |  |   | (17,881      | )  |  |   | 10,216      |    |  |   | 4,960       |    |
| Netcash provided by (used in) operatingactivities                                         |  |   | (195,220,703 | )  |  |   | (460,309    | )  |  |   | 2,335,344   |    |
| Cashflows from financingactivities:                                                       |  |   |         |    |  |   |        |    |  |   |        |    |
| Proceedsfrom additions – GeneralPartner                                             |  |   | —      |    |  |   | 410,000     |    |  |   | 325,000     |    |
| Proceedsfrom additions – LimitedPartners                                            |  |   | 102,847,000  |    |  |   | 71,933,000  |    |  |   | 57,948,000  |    |
| Paymentsfor redemptions – LimitedPartners                                           |  |   | (44,919,416  | )  |  |   | (21,713,562 | )  |  |   | (21,831,164 | )  |
| Netcash provided by (used in) financingactivities                                         |  |   | 57,927,584   |    |  |   | 50,629,438  |    |  |   | 36,441,836  |    |
| Netchange incash                                                                          |  |   | (137,293,119 | )  |  |   | 50,169,129  |    |  |   | 38,777,180  |    |
| Unrestrictedcash, at beginning ofyear                                                     |  |   | 137,305,824  |    |  |   | 87,136,695  |    |  |   | 48,359,515  |    |
| Unrestrictedcash, at end ofyear                                                           |  | $      | 12,705       |    |  | $      | 137,305,824 |    |  | $      | 87,136,695  |    |
|                                                                                           |

Seeaccompanying notes to financialstatements.

F-10

----

SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements

1.    PartnershipOrganization:

Smith Barney Potomac Futures Fund L.P. (the"Partnership") is a limited partnership whichwas organized on March 14, 1997 under the partnership laws of the Stateof New York to engage in the speculative trading of a diversifiedportfolio of commodity interests including futures contracts, optionsand forward contracts. The commodity interests that are traded by thePartnership are volatile and involve a high degree of market risk. ThePartnership was authorized to sell an unlimited number of redeemableunits of Limited Partnership Interest ("RedeemableUnits") during its initial offering period. ThePartnership continues to offer Redeemable Units.

CitigroupManaged Futures LLC acts as the general partner (the"General Partner") of the Partnership. ThePartnership's commodity broker is Citigroup Global Markets Inc.("CGM"). CGM is an affiliate of the GeneralPartner. The General Partner is wholly owned by Citigroup GlobalMarkets Holdings Inc. ("CGMHI") which is thesole owner of CGM. CGMHI is a wholly owned subsidiary of CitigroupInc.

Effective January 1, 2005, the Partnership allocatedsubstantially all of its capital to the CMF Campbell Master Fund L.P.,a New York Limited Partnership (the"Master"). The Partnership purchased173,788.6446 Units of the Master with cash equal to $172,205,653 and acontribution of open commodity futures and forward positions with afair value of $1,582,992. The Master was formed in order to permitaccounts managed by Campbell & Company, Inc. (the"Advisor") using the FME Large Portfolio, theAdvisor's proprietary trading program, to invest together in onetrading vehicle. The General Partner of the Partnership is the GeneralPartner of the Master. Individual and pooled accounts currently managedby the Advisor, including the Partnership, are permitted to be limitedpartners of the Master. The General Partner and the Advisor believethat trading through this master/feeder structure promotes efficiencyand economy in the trading process.

The financial statements ofthe Master, including the condensed schedule of investments arecontained elsewhere in this report and, should be read together withthe Partnership's financial statements.

As of December 31,2005, the Partnership owned approximately 70.8% of the Master.It is the Partnership's intention to continue to investsubstantially all of its assets in the Master. The performance of thePartnership is directly affected by the performance of the Master.Expenses to investors as a result of the investment in the Master fundare approximately the same and redemption rights are not affected.

The General Partner and each limited partner share in the profitsand losses of the Partnership in proportion to the amount ofpartnership interest owned by each except that no limited partner shallbe liable for obligations of the Partnership in excess of its initialcapital contribution and profits, if any, net of distributions.

The Partnership will be liquidated upon the first to occur of thefollowing: December 31, 2017; the Net Asset Value of a Redeemable Unitdecreases to less than $400 per Redeemable Unit as of a close of anybusiness day; a decline in net assets after trading commences to lessthan $1,000,000; or under certain other circumstances as defined in theLimited Partnership Agreement.

2.    AccountingPolicies:

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| a.  | The value of thePartnership's investment in the Master reflects thePartnership's proportional interest in the Partners'capital of the Master. All of the income and expenses and unrealizedand realized gains and losses from commodity transactions of the Masterare allocated pro rata among the investors at the time of suchdetermination. All commodity interests (including derivative financialinstruments and derivative commodity instruments) held by the Masterare used for trading purposes. The commodity interests are recorded ontrade date and open contracts are recorded in the statements offinancial condition at fair value on the last business |

F-11

----

SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | day of the year, which represents marketvalue for those commodity interests for which market quotations arereadily available. Investments in commodity interests denominated inforeign currencies are translated into U.S. dollars at the exchangerates prevailing on the last business day of the year. Realized gains(losses) and changes in unrealized gains (losses) on open positions arerecognized in the period in which the contract is closed or the changesoccur and are included in net gains (losses) on trading of commodityinterests. |

|          |                                                                                                                                                        |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| b.  | Income taxes have not beenprovided as each partner is individually liable for the taxes, if any,on its share of the Partnership's income and expenses. |

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| c.  | The preparation of financial statements inconformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities, disclosureof contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from theseestimates. |

|          |                                                                                             |
|----------|---------------------------------------------------------------------------------------------|
| d.  | Certain prior period amountshave been reclassified to conform to current year presentation. |

3.    Agreements:

|          |                               |
|----------|-------------------------------|
| a.  | LimitedPartnership Agreement: |

The General Partner administersthe business and affairs of the Partnership including selecting one ormore advisors to make trading decisions for the Partnership.

|          |                        |
|----------|------------------------|
| b.  | Management Agreements: |

TheGeneral Partner, on behalf of the Partnership, has entered into aManagement Agreement with Campbell & Company, Inc. (the"Advisor"), a registered commodity tradingadvisor. The Management Agreement provides that the Advisor hasdiscretion in determining the investment of the assets of thePartnership allocated to the Advisor by the General Partner. ThePartnership will pay a monthly management fee equal to 1/6 of 1%(2% per year) of Net Assets allocated to the Advisor as of theend of each month. Month-end Net Assets, for the purpose of calculatingmanagement fees are Net Assets, as defined in the Limited PartnershipAgreement, prior to the reduction of redemptions and incentivefees.

The Partnership is obligated to pay the Advisoran incentive fee, payable quarterly, equal to 20% of the newtrading profits, allocated pro rata from the Master, as defined in theManagement Agreement, earned by it for the Partnership.

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

ThePartnership has entered into a Customer Agreement which provides thatthe Partnership will pay CGM a monthly brokerage fee equal to6.5% per year of month-end Net Assets, allocated pro rata fromthe Master, in lieu of brokerage commissions on a per trade basis.Month-end Net Assets, for the purpose of calculating commissions areNet Assets, as defined in the Limited Partnership Agreement, prior tothe reduction of all accrued expenses and redemptions payable. CGM willpay a portion of brokerage fees to its financial advisors who have soldRedeemable Units in the Partnership. All National Futures Association("NFA") fees, exchange, clearing, user,give-up and floor brokerage fees will be borne by the Master andallocated to the Partnership through its investment in the Master. In2004, all of the Partnerships' assets were deposited in thePartnerships' account at CGM. The Partnerships' cash wasdeposited by CGM in segregated bank accounts to the extent required byCommodity Futures Trading Commission regulations. At December 31, 2005and 2004, the amount of cash held for margins requirements was $0 and$19,775,170, respectively. CGM has agreed to pay the Partnershipinterest on 80% of the average daily equity allocated pro ratato the Partnership by 

F-12

----

SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements

the Master during each month at a 30-day U.S.Treasury Bill rate determined weekly by CGM based on the averagenoncompetitive yield on 3-month U.S. Treasury Bills maturing in 30 daysfrom the date on which such weekly rate is determined. The CustomerAgreement between the Partnership and CGM gives the Partnership thelegal right to net unrealized gains and losses. The Customer Agreementmay be terminated upon notice by either party.

4.    TradingActivities:

The results of the Master's tradingactivities are shown in the statements of income and expenses.

5.    Distributions and Redemptions:

Distributions ofprofits, if any, will be made at the sole discretion of the GeneralPartner. A limited partner may require the Partnership to redeem someor all of its Redeemable Units (minimum 10 Redeemable Units) at theirNet Asset Value as of the last day of any month on 10 days notice tothe General Partner provided that no redemption may result in thelimited partner holding fewer than 10 Redeemable Units after suchredemption is effected. There is no fee charged to limited partners inconnection with redemptions.

The Partnership is permitted towithdraw all or a portion of its interest in the Master as of eachmonth-end in order to meet its obligations with respect to theredemption rights of the Limited Partners.

6.    FinancialHighlights:

Changes in the Net Asset Value per Redeemable Unitof Limited Partnership Interest for the years ended December 31, 2005,2004 and 2003 were asfollows:

|                                                      |  |        |          |         |  |        |          |         |  |        |          |         |  |  |
|------------------------------------------------------|--|--------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                 |  | 2005   |          | 2004    |  | 2003   |
| Netrealized and unrealizedgains*                     |  | $      | 113.79   |    |  | $      | 144.22   |    |  | $      | 312.46   |    |
| Interestincome                                       |  |   | 39.88    |    |  |   | 16.47    |    |  |   | 12.51    |    |
| Expenses**                                           |  |   | (36.06   | )  |  |   | (95.54   | )  |  |   | (84.61   | )  |
| Increasefor theyear                                  |  |   | 117.61   |    |  |   | 65.15    |    |  |   | 240.36   |    |
| Netasset value per Redeemable Unit, beginning ofyear |  |   | 1,699.79 |    |  |   | 1,634.64 |    |  |   | 1,394.28 |    |
| Netasset value per Redeemable Unit, end ofyear       |  | $      | 1,817.40 |    |  | $      | 1,699.79 |    |  | $      | 1,634.64 |    |
|                                                      |

|  |
|--|
|  |  |
|  |

|   |                                |
|---|--------------------------------|
| * | Includesbrokerage commissions. |

|    |                                |
|----|--------------------------------|
| ** | Excludes brokeragecommissions. |

F-13

----

SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements

|                                            |  |        |         |          |  |        |        |          |  |        |        |          |  |  |
|--------------------------------------------|--|--------|---------|----------|--|--------|--------|----------|--|--------|--------|----------|--|--|
| Ratiosto average netassets:                |  |   |    |     |  |   |   |     |  |   |   |     |
| Netinvestment loss before incentivefees*** |  |   | (6.7    | )%  |  |   | (8.1   | )%  |  |   | (8.6   | )%  |
|                                       |  |   |    |     |  |   |   |     |  |   |   |     |
| Operatingexpenses                          |  |   | 9.1     | %   |  |   | 9.2    | %   |  |   | 9.4    | %   |
| Incentivefees                              |  |   | — |     |  |   | 3.2    | %   |  |   | 3.2    | %   |
| Totalexpenses                              |  |   | 9.1     | %   |  |   | 12.4   | %   |  |   | 12.6   | %   |
|                                       |  |   |    |     |  |   |   |     |  |   |   |     |
| Totalreturn:                               |  |   |    |     |  |   |   |     |  |   |   |     |
| Total returnbefore incentivefees           |  |   | 6.9     | %   |  |   | 6.7    | %   |  |   | 19.9   | %   |
| Incentivefees                              |  |   | — |     |  |   | (2.7   | )%  |  |   | (2.7   | )%  |
| Totalreturn after incentivefees            |  |   | 6.9     | %   |  |   | 4.0    | %   |  |   | 17.2   | %   |
|                                            |

|  |
|--|
|  |  |
|  |

|     |                                                                   |
|-----|-------------------------------------------------------------------|
| *** | Interestincome less total expenses (exclusive of incentive fees). |

The above ratios may vary for individual investors based on thetiming of capital transactions during the year. Additionally, theseratios are calculated for the limited partner class using limitedpartners' share of income, expenses and average net assets.

7.    Financial Instrument Risks:

In the normal course ofits business, the Partnership, through the Partnership'sinvestment in the Master, is party to financial instruments withoff-balance sheet risk, including derivative financial instruments andderivative commodity instruments. These financial instruments mayinclude forwards, futures and options, whose values are based upon anunderlying asset, index, or reference rate, and generally representfuture commitments to exchange currencies or cash flows, to purchase orsell other financial instruments at specific terms at specified futuredates, or, in the case of derivative commodity instruments, to have areasonable possibility to be settled in cash, through physical deliveryor with another financial instrument. These instruments may be tradedon an exchange or over-the-counter ("OTC").Exchange traded instruments are standardized and include futures andcertain option contracts. OTC contracts are negotiated betweencontracting parties and include forwards and certainoptions.

Each of these instruments is subject to various riskssimilar to those related to the underlying financial instrumentsincluding market and credit risk. In general, the risks associated withOTC contracts are greater than those associated with exchange tradedinstruments because of the greater risk of default by the counterpartyto an OTC contract.

Market risk is the potential for changes inthe value of the financial instruments traded by the Master due tomarket changes, including interest and foreign exchange rate movementsand fluctuations in commodity or security prices. Market risk isdirectly impacted by the volatility and liquidity in the markets inwhich the related underlying assets are traded.

Credit risk isthe possibility that a loss may occur due to the failure of acounterparty to perform according to the terms of a contract. Creditrisk with respect to exchange-traded instruments is reduced to theextent that an exchange or clearing organization acts as a counterpartyto the transactions. The Partnership's/Master's risk ofloss in the event of counterparty default is typically limited to theamounts recognized in the statements of financial condition and notrepresented by the contract or notional amounts of the instruments. ThePartnership, through the Partnership's investment in the Masterhas credit risk and concentration risk because the sole counterparty orbroker with respect to the Master's assets is CGM.

TheGeneral Partner monitors and controls thePartnership's/Master's risk exposure on a daily basisthrough financial, credit and risk management monitoring systems, andaccordingly believes that it has 

F-14

----

SmithBarney Potomac Futures Fund L.P. Notes to FinancialStatements

effective procedures for evaluating andlimiting the credit and market risks to which the Partnership/Masterare subject. These monitoring systems allow the General Partner tostatistically analyze actual trading results with risk adjustedperformance indicators and correlation statistics. In addition, on-linemonitoring systems provide account analysis of futures, forwards andoptions positions by sector, margin requirements, gain and losstransactions and collateral positions.

The majority of theseinstruments mature within one year of December 31, 2005. However, dueto the nature of the Partnership's business, these instrumentsmay not be held to maturity.

F-15

----

Selectedunaudited quarterly financial data for the years ended December 31,2005 and 2004 are summarized below:

|                                                                                                                                                      |  |                                                        |           |                                                      |  |                                                 |            |                                                    |  |   |            |        |  |   |            |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------------------|-----------|------------------------------------------------------|--|-------------------------------------------------|------------|----------------------------------------------------|--|---|------------|--------|--|---|------------|---------|--|--|
|                                                                                                                                                 |  | Forthe period from October 1, 2005 to December 31,2005 |           | For the period from July 1, 2005 toSeptember 30,2005 |  | For the period fromApril 1, 2005 toJune 30,2005 |            | For the period fromJanuary 1, 2005 toMarch 31,2005 |
| Net realized and unrealized trading gains(losses) net of brokerage commissions, expenses allocated from Masterand clearing fees plus interest income |  | $                                                      | 7,244,792 |                                                 |  | $                                               | (2,804,970 | )                                             |  | $ | 22,212,361 |   |  | $ | (8,378,079 | )  |
| Net income (loss)                                                                                                                                    |  | $                                                      | 6,099,029 |                                                 |  | $                                               | (3,865,675 | )                                             |  | $ | 21,227,777 |   |  | $ | (9,243,288 | )  |
| Increase (decrease) in Net Asset Value per Redeemable Unit                                                                                           |  | $                                                      | 51.22     |                                                 |  | $                                               | (35.78     | )                                             |  | $ | 191.90     |   |  | $ | (89.73     | )  |
|                                                                                                                                                      |

|                                                                                                                      |  |                                                        |            |                                                      |  |                                                 |            |                                                    |  |   |             |         |  |   |            |        |  |  |
|----------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------------------|------------|------------------------------------------------------|--|-------------------------------------------------|------------|----------------------------------------------------|--|---|-------------|---------|--|---|------------|--------|--|--|
|                                                                                                                 |  | Forthe period from October 1, 2004 to December 31,2004 |            | For the period from July 1, 2004 toSeptember 30,2004 |  | For the period fromApril 1, 2004 toJune 30,2004 |            | For the period fromJanuary 1, 2004 toMarch 31,2004 |
| Net realized and unrealized trading gains(losses) net of brokerage commissions and clearing fees plus interestincome |  | $                                                      | 12,082,816 |                                                 |  | $                                               | (4,856,928 | )                                             |  | $ | (16,826,795 | )  |  | $ | 20,698,388 |   |
| Netincome (loss)                                                                                                     |  | $                                                      | 11,223,959 |                                                 |  | $                                               | (5,533,525 | )                                             |  | $ | (17,454,416 | )  |  | $ | 16,107,919 |   |
| Increase(decrease) in Net Asset Value per Redeemable Unit                                                            |  | $                                                      | 127.03     |                                                 |  | $                                               | (66.74     | )                                             |  | $ | (238.11     | )  |  | $ | 242.97     |   |
|                                                                                                                      |

F-16

----

To theLimited Partners ofCMF Campbell Master Fund L.P.

Tothe best of the knowledge and belief of the undersigned, theinformation contained herein is accurate and complete.

|  |
|--|
|  |  |  |
|  |

|  | By:   DanielR. McAuliffe, Jr.           Chief Financial Officer andDirector          Citigroup Managed FuturesLLC          General Partner,           CMFCampbell Master Fund L.P. |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | Citigroup ManagedFutures LLC731 Lexington Avenue25th FloorNew York,N.Y. 10022212-559-2011 |
|--|-------------------------------------------------------------------------------------------|

F-17

----

Independent Auditor'sReport

To the PartnersofCMF Campbell Master Fund L.P.:

We have audited theaccompanying statement of financial condition of CMF CampbellMaster Fund L.P. (the "Partnership"),including the condensed schedule of investments, as of December31, 2005, and the related statements of income and expenses, changes inpartners' capital, and cash flows for the year ended December 31,2005. These financial statements are the responsibility of thePartnership's management. Our responsibility is to express anopinion on these financial statements based on our audit.

Weconducted our audit in accordance with generally accepted auditingstandards as established by the Auditing Standards Board (UnitedStates) and in accordance with the auditing standards of the PublicCompany Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. The Partnership is not required to have, nor were weengaged to perform, an audit of its internal control over financialreporting. Our audit included consideration of internal control overfinancial reporting as a basis for designing audit procedures that areappropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the Partnership's internalcontrol over financial reporting. Accordingly, we express no suchopinion. An audit also includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates madeby management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis forour opinion.

In our opinion, the financial statements referredto above present fairly, in all material respects, the financialposition of CMF Campbell Master Fund L.P. as of December  31,2005, and the results of its operations, changes in its partners'capital, and its cash flows for the year ended December 31, 2005, inconformity with U.S. generally accepted accounting principles.

New York,New York March 13, 2006

F-18

----

CMFCampbell Master Fund L.P.Statement of FinancialConditionDecember 31, 2005

|                                                                    |  |        |             |        |  |  |
|--------------------------------------------------------------------|--|--------|-------------|--------|--|--|
|                                                               |  | 2005   |
| Assets:                                                            |  |   |        |   |
| Equityin commodity futures tradingaccount:                         |  |   |        |   |
| Cash (restricted$42,476,193) (Note3c)                              |  | $      | 337,483,460 |   |
| Unrealizedappreciation on open forwardcontracts                    |  |   | 9,103,088   |   |
|                                                               |  |   | 346,586,548 |   |
| Interestreceivable                                                 |  |   | 779,766     |   |
|                                                               |  | $      | 347,366,314 |   |
|                                                               |  |   |        |   |
| Liabilitiesand Partners'Capital:                                   |  |   |        |   |
| Liabilities:                                                       |  |   |        |   |
| Netunrealized depreciation on open futurepositions                 |  | $      | 607,801     |   |
| Unrealizeddepreciation on open forwardcontracts                    |  |   | 19,546,499  |   |
| Accruedexpenses:                                                   |  |   |        |   |
| Professionalfees                                                   |  |   | 41,475      |   |
| Distribution payable(Note5)                                        |  |   | 779,766     |   |
|                                                               |  |   | 20,975,541  |   |
|                                                               |  |   |        |   |
| Partners'capital:                                                  |  |   |        |   |
| Partners' capital,286,601.7201 Redeemable Units outstanding in2005 |  |   | 326,390,773 |   |
|                                                               |  | $      | 347,366,314 |   |
|                                                               |  |   |        |   |
|                                                                    |

Seeaccompanying notes to financial statements.

F-19

----

CMF Campbell Master FundL.P.Condensed Schedule of InvestmentsDecember 31,2005

|                                                   |  |           |             |                      |  |        |        |          |  |  |
|---------------------------------------------------|--|-----------|-------------|----------------------|--|--------|--------|----------|--|--|
|                                              |  | FairValue |             | % ofPartners'Capital |
| FuturesContractsPurchased                         |  |      |        |                 |  |   |   |     |
|                                              |  |      |        |                 |  |   |   |     |
| Energy                                            |  | $         | (2,956,926  | )               |  |   | (0.90  | )%  |
| Interest RatesNon-U.S.                            |  |      | 128,183     |                 |  |   | 0.04   |     |
| InterestRatesU.S.                                 |  |      | (22,312     | )               |  |   | (0.01  | )   |
| Indices                                           |  |      | (193,762    | )               |  |   | (0.06  | )   |
| Metals                                            |  |      | 73,100      |                 |  |   | 0.02   |     |
| Total futures contractspurchased                  |  |      | (2,971,717  | )               |  |   | (0.91  | )   |
|                                              |  |      |        |                 |  |   |   |     |
| FuturesContractsSold                              |  |      |        |                 |  |   |   |     |
|                                              |  |      |        |                 |  |   |   |     |
| InterestRates Non-U.S.                            |  |      | 2,875,170   |                 |  |   | 0.88   |     |
| Interest RatesU.S.                                |  |      | (435,695    | )               |  |   | (0.14  | )   |
| Indices                                           |  |      | (75,559     | )               |  |   | (0.02  | )   |
| Totalfutures contracts sold                       |  |      | 2,363,916   |                 |  |   | 0.72   |     |
|                                              |  |      |        |                 |  |   |   |     |
| UnrealizedAppreciation on ForwardContracts        |  |      |        |                 |  |   |   |     |
|                                              |  |      |        |                 |  |   |   |     |
| Currencies                                        |  |      | 9,018,132   |                 |  |   | 2.76   |     |
| Metals                                            |  |      | 84,956      |                 |  |   | 0.03   |     |
| Total unrealized appreciation onforward contracts |  |      | 9,103,088   |                 |  |   | 2.79   |     |
|                                              |  |      |        |                 |  |   |   |     |
| UnrealizedDepreciation on ForwardContracts        |  |      |        |                 |  |   |   |     |
|                                              |  |      |        |                 |  |   |   |     |
| Currencies                                        |  |      | (19,539,120 | )               |  |   | (5.99  | )   |
| Metals                                            |  |      | (7,379      | )               |  |   | (0.00) | *   |
| Total unrealized depreciation on forwardcontracts |  |      | (19,546,499 | )               |  |   | (5.99  | )   |
|                                              |  |      |        |                 |  |   |   |     |
| Totalfair value                                   |  | $         | (11,051,212 | )               |  |   | (3.39  | )%  |
|                                                   |

|  |                                                                     |
|--|---------------------------------------------------------------------|
|  | Percentagesare based on Partners' capital unless otherwiseindicated |

|  |                  |
|--|------------------|
|  | * Due torounding |

See accompanying notes to financialstatements.

F-20

----

CMF Campbell Master FundL.P.Statement of Income and Expensesfor the year endedDecember 31,2005

|                                                                              |  |        |             |         |  |  |
|------------------------------------------------------------------------------|--|--------|-------------|---------|--|--|
|                                                                         |  | 2005   |
| Income:                                                                      |  |   |        |    |
| Netgains (losses) on trading of commodityinterests:                          |  |   |        |    |
| Realized gains on closedpositions and foreigncurrencies                      |  | $      | 53,405,733  |    |
| Net unrealizedlosses on openpositions                                        |  |   | (13,918,072 | )  |
|                                                                         |  |   | 39,487,661  |    |
| Interestincome (Note3c)                                                      |  |   | 6,863,937   |    |
|                                                                         |  |   | 46,351,598  |    |
| Expenses:                                                                    |  |   |        |    |
| Clearingfees                                                                 |  |   | 485,726     |    |
| Professionalfees                                                             |  |   | 54,450      |    |
|                                                                         |  |   | 540,176     |    |
| Netincome                                                                    |  | $      | 45,811,422  |    |
| Net income perRedeemable Unit of Limited Partnership Interest (Notes 1 and6) |  | $      | 163.17      |    |
|                                                                              |

Seeaccompanying notes to financial statements.

F-21

----

CMF Campbell Master FundL.P.Statement of Changes in Partners' Capitalfor theyear ended December 31,2005

|                                                                                                     |  |                         |             |         |  |  |
|-----------------------------------------------------------------------------------------------------|--|-------------------------|-------------|---------|--|--|
|                                                                                                |  | LimitedPartners'Capital |
| Initialcapital contribution from Limited Partners at January  1, 2005representing 283,959.2998Units |  | $                       | 283,959,300 |    |
| Netincome                                                                                           |  |                    | 45,811,422  |    |
| Sale of 78,580.3523Redeemable Units of Limited PartnershipInterest                                  |  |                    | 83,741,000  |    |
| Redemption of75,937.9320 Redeemable Units of Limited PartnershipInterest                            |  |                    | (80,257,012 | )  |
| Distribution ofInterest to feeder funds                                                             |  |                    | (6,863,937  | )  |
| Partners' capital atDecember 31,2005                                                                |  | $                       | 326,390,773 |    |
| Netasset value per RedeemableUnit:                                                                  |  |                    |        |    |
|                                                                                                     |

|        |  |       |  |           |  |  |  |  |  |  |
|--------|--|-------|--|-----------|--|--|--|--|--|--|
|   |  | 2005: |  | $1,138.83 |
|        |

Seeaccompanying notes to financial statements.

F-22

----

CMF Campbell Master FundL.P.Statement of Cash Flowsfor the year ended December 31,2005

|                                                                                           |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------|--|--------|-------------|---------|--|--|
|                                                                                      |  | 2005   |
| Cashflows from operating activities:                                                      |  |   |        |    |
| Netincome                                                                                 |  | $      | 45,811,422  |    |
| Adjustmentsto reconcile net income to net cash provided by (used in) operatingactivities: |  |   |        |    |
| Changes in operatingassets and liabilities:                                               |  |   |        |    |
| (Increase) decreasein restrictedcash                                                      |  |   | (42,476,193 | )  |
| (Increase)decrease in net unrealized appreciation on open futurespositions                |  |   | 4,370,478   |    |
| (Increase) decrease inunrealized appreciation on open forwardcontracts                    |  |   | 7,141,687   |    |
| (Increase) decrease ininterestreceivable                                                  |  |   | (779,766    | )  |
| Increase(decrease) in net unrealized depreciation on open futures positions               |  |   | 607,801     |    |
| Increase (decrease) inunrealized depreciation on open forwardcontracts                    |  |   | 1,798,105   |    |
| Accruedexpenses:                                                                          |  |   |        |    |
| Increase (decrease) in professionalfees                                                   |  |   | 41,475      |    |
| Net cashprovided by (used in) operatingactivities                                         |  |   | 16,515,009  |    |
|                                                                                      |  |   |        |    |
| Cashflows from financingactivities:                                                       |  |   |        |    |
| Proceeds fromadditions                                                                    |  |   | 364,833,441 |    |
| Payments forredemptions                                                                   |  |   | (80,257,012 | )  |
| Distribution ofinterest to feederfunds                                                    |  |   | (6,084,171  | )  |
| Net cashprovided by (used in) financingactivities                                         |  |   | 278,492,258 |    |
|                                                                                      |  |   |        |    |
| Netchange incash                                                                          |  |   | 295,007,267 |    |
| Unrestricted cash, atbeginning ofyear                                                     |  |   | —     |    |
| Unrestrictedcash, at end ofyear                                                           |  | $      | 295,007,267 |    |
| Noncash financing activities:                                                             |  |   |        |    |
| Contribution of opencommodity futures and forwardspositions                               |  | $      | 2,866,859   |    |
|                                                                                           |

Seeaccompanying notes to financialstatements.

F-23

----

CMFCampbell Master Fund L.P.

Notes to FinancialStatements

1.    PartnershipOrganization:

CMF Campbell Master Fund L.P. (the"Master") is a limited partnership which wasorganized under the partnership laws of the State of New York to engagein the speculative trading of a diversified portfolio of commodityinterests including futures contracts, options and forward contracts.The commodity interests that are traded by the Master are volatile andinvolve a high degree of market risk. The Master is authorized to sellan unlimited number of Redeemable units("Units") of Limited PartnershipInterest.

On January 1, 2005, (date Master commenced tradingoperations), Smith Barney Potomac Futures Fund L.P.("Potomac") allocated substantially all itscapital and Smith Barney Diversified Futures Fund L.P.("Diversified"), Smith Barney DiversifiedFutures Fund L.P. II ("Diversified II"),Smith Barney Global Markets Futures Fund L.P. ("GlobalMarkets"), Salomon Smith Barney Global Diversified FuturesFund L.P. ("Global Diversified") and SalomonSmith Barney Diversified 2000 Futures Fund L.P.("Diversified 2000") allocated a portion oftheir capital to the Master. Potomac purchased 173,788.6446 Units ofthe Master with cash equal to $172,205,653 and a contribution of opencommodity futures and forwards positions with a fair value of$1,582,992, Diversified purchased 19,621.1422 Units of the Master withcash equal to $19,428,630 and a contribution of open commodity futuresand forwards positions of $192,512, Diversified II purchased18,800.3931 Units of the Master with cash equal to $18,587,905 and acontribution of open commodity futures and forwards positions of$212,488, Global Markets purchased 2,858.0358 Units of the Master withcash equal to $2,759,784 and a contribution of open commodity futuresand forwards positions with a fair value of $98,252 Global Diversifiedpurchased 17,534.8936 Units of the Master with cash equal to$17,341,826 and a contribution of open commodity futures and forwardspositions with a fair value of $193,067 and Diversified 2000 purchased51,356.1905 Units of the Master with cash equal to $50,768,573 and acontribution of open commodity futures and forwards positions with afair value of $587,618. The Master was formed to permit commodity poolsmanaged now and in the future by Campbell and Company Inc. (the"Advisor"), using the FME Large Portfolio,the Advisor's Proprietary trading program, to invest together inone trading vehicle.

The Master operates under a"master/feeder fund" structure where itsinvestors consist of Potomac, Diversified, Diversified  II,Global Markets, Global Diversified and Diversified 2000 (each a"Feeder", collectively the"Feeder Funds") with 70.8%,4.7%, 5.4%, 0.9%, 5.0% and 13.2%investments in the Master at December 31, 2005,respectively.

Citigroup Managed Futures LLC, acts as the generalpartner (the "General Partner") of theMaster. The Master's commodity broker is Citigroup Global MarketsInc. ("CGM"). CGM is an affiliate of theGeneral Partner. The General Partner is wholly-owned by CitigroupGlobal Markets Inc. ("CGMHI"), which is thesole owner of CGM. CGMHI is a wholly-owned subsidiary of Citigroup Inc.Effective as of December 31, 2005, all trading decisions for the Masterare made by the Advisor.

2.    Accounting Policies:

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| a.  | All commodity interests (includingderivative financial instruments and derivative commodity instruments)are used for trading purposes. The commodity interests are recorded ontrade date and open contracts are recorded in the statement offinancial condition at fair value on the last business day of the year,which represents market value for those commodity interests for whichmarket quotations are readily available. Investments in commodityinterests denominated in foreign currencies are translated into U.S.dollars at the exchange rates prevailing on the last business day ofthe year. Realized gains (losses) and changes in unrealized gains(losses) on open positions are recognized in the period in which thecontract 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 andunrealized gains and losses on trading of commodity interests aredetermined on each valuation day and are allocated pro rata among thefeeder funds at the time of such determination. |

F-24

----

CMFCampbell Master Fund L.P.

Notes to FinancialStatements

|          |                                                                                                                                                     |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| c.  | Income taxes havenot been provided as each Partner is individually liable for the taxes,if any, on their share of the Master's income and expenses. |

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| d.  | The preparation of financial statements inconformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities, disclosureof contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from these estimates. |

3.    Agreements:

|          |                               |
|----------|-------------------------------|
| a.  | LimitedPartnership Agreement: |

|        |                                                                                                                                                                  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The General Partneradministers the business and affairs of the Partnership includingselecting one or more advisors to make trading decisions for thePartnership. |

|  |          |                      |
|--|----------|----------------------|
|  | b.  | ManagementAgreement: |

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The General Partner, on behalfof the Master, has entered into a Management Agreement with theAdvisor, a registered commodity trading advisor. The Advisor is notaffiliated with the General Partner or CGM and is not responsible forthe organization or operation of the Partnership. The ManagementAgreement provides that the Advisor has sole discretion in determiningthe investment of the assets of the Master. All management fees inconnection with the Management Agreement are borne by the FeederFunds. |

|  |          |                    |
|--|----------|--------------------|
|  | c.  | CustomerAgreement: |

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The Master has entered into aCustomer Agreement with CGM whereby CGM provides services whichinclude, among other things, the execution of transactions for theMaster's account in accordance with orders placed by the Advisor.All exchange, clearing, user, give-up, floor brokerage and NationalFutures Association fees are borne by the Master. All other feesincluding CGM's direct brokerage commission shall be borne by theFeeder Funds. All of the Master's assets are deposited in theMaster's account at CGM. The Master's cash is deposited byCGM in segregated bank accounts to the extent required by CommodityFutures Trading Commission regulations. At December 31, 2005, theamount of cash held by the Master for margin requirements was$42,476,193. The Customer Agreement between the Master and CGM givesthe Master the legal right to net unrealized gains and losses. TheCustomer Agreement may be terminated upon notice by either party. |

4.    Trading Activities:

The Master was formed for thepurpose of trading contracts in a variety of commodity interests,including derivative financial instruments and derivative commodityinterests. The results of the Master's trading activities areshown in the statement of income and expenses.

All of thecommodity interests owned by the Master are held for trading purposes.The average fair value during the year ended December 31, 2005, basedon a monthly calculation, was $11,094,108.

5.    Distributions and Redemptions:

Distributions ofprofits, if any, will be made at the sole discretion of the GeneralPartner and at such times as the General Partner may decide. A limitedpartner may require the Partnership to redeem their Redeemable Units attheir Net Asset Value as of the last day of each month. The GeneralPartner at its sole discretion, may permit redemptions more frequentlythan monthly, there is no fee charged in connection withredemptions.

F-25

----

CMFCampbell Master Fund L.P.

Notes to FinancialStatements

6.    Financial Highlights:

Changes in the Net Asset Value per Redeemable Unit of Partnershipinterest for the year ended December  31, 2005 was asfollows:

|                                                      |  |        |          |         |  |  |
|------------------------------------------------------|--|--------|----------|---------|--|--|
|                                                 |  | 2005   |
| Netrealized and unrealizedgains*                     |  | $      | 139.02   |    |
| Interestincome                                       |  |   | 24.34    |    |
| Expenses**                                           |  |   | (.19     | )  |
| Increasefor theyear                                  |  |   | 163.17   |    |
| Distributions                                        |  |   | (24.34   | )  |
| Netasset value per Redeemable Unit, beginning ofyear |  |   | 1,000.00 |    |
| Net asset value perRedeemable Unit, end ofyear       |  | $      | 1,138.83 |    |
|                                                      |

|         |                       |
|---------|-----------------------|
| *  | Includesclearing fees |

|          |                       |
|----------|-----------------------|
| **  | Excludes clearingfees |

|                              |  |        |        |         |  |  |
|------------------------------|--|--------|--------|---------|--|--|
| Ratiosto Average Net Assets: |  |   |   |    |
| Netinvestmentincome***       |  |   | 2.2    | %  |
| Operatingexpenses            |  |   | 0.2    | %  |
| Totalreturn                  |  |   | 16.3   | %  |
|                              |

|           |                                    |
|-----------|------------------------------------|
| ***  | Interestincome less total expenses |

The above ratios may vary forindividual investors based on the timing of capital transactions duringthe period. Additionally, these ratios are calculated for the LimitedPartner class using Limited Partner's share of income, expenseand average net assets.

7.    Financial InstrumentRisks:

In the normal course of its business, the Master isparty to financial instruments with off-balance sheet risk, includingderivative 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 referencerate, and generally represent future commitments to exchange currenciesor cash flows, or to purchase or sell other financial instruments atspecific terms at specified future dates, or, in the case of derivativecommodity instruments, to have a reasonable possibility to be settledin cash, through physical delivery or with another financialinstrument. These instruments may be traded on an exchange orover-the-counter ("OTC"). Exchange tradedinstruments are standardized and include futures and certain optioncontracts. OTC contracts are negotiated between contracting parties andinclude forwards and certain options. Each of these instruments issubject to various risks similar to those related to the underlyingfinancial instruments including market and credit risk. In general, therisks associated with OTC contracts are greater than those associatedwith exchange traded instruments because of the greater risk of defaultby the counterparty to an OTC contract.

Market risk is thepotential for changes in the value of the financial instruments tradedby the Master due to market changes, including interest and foreignexchange rate movements and fluctuations in commodity or securityprices. Market risk is directly impacted by the volatility andliquidity in the markets in which the related underlying assets aretraded.

Credit risk is the possibility that a loss may occur dueto the failure of a counterparty to perform according to the terms of acontract. Credit risk with respect to exchange traded instruments isreduced to the extent that an exchange or clearing organization acts asa counterparty to the transactions. The 

F-26

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CMFCampbell Master Fund L.P.

Notes to FinancialStatements

Master's risk of loss in the event ofcounterparty default is typically limited to the amounts recognized inthe statements of financial condition and not represented by thecontract or notional amounts of the instruments. The Master has creditrisk and concentration risk because the sole counterparty or brokerwith respect to the Master's assets is CGM.

The GeneralPartner monitors and controls the Master's risk exposure on adaily basis through financial, credit and risk management monitoringsystems, and accordingly believes that it has effective procedures forevaluating and limiting the credit and market risks to which the Masteris subject. These monitoring systems allow the General Partner tostatistically analyze actual trading results with risk adjustedperformance indicators and correlation statistics. In addition, on-linemonitoring systems provide account analysis of futures, forwards andoptions positions by sector, margin requirements, gain and losstransactions and collateral positions.

The majority of theseinstruments mature within one year of December 31, 2005. However, dueto the nature of the Master's business, these instruments may notbe held to maturity.

F-27

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Selectedunaudited quarterly financial data for Campell Master for the yearended December 31, 2005 is summarized below.

|                                                                                                                      |  |                                                        |            |                                                       |  |                                                   |         |                                                      |  |        |            |        |  |        |            |         |  |  |
|----------------------------------------------------------------------------------------------------------------------|--|--------------------------------------------------------|------------|-------------------------------------------------------|--|---------------------------------------------------|---------|------------------------------------------------------|--|--------|------------|--------|--|--------|------------|---------|--|--|
|                                                                                                                 |  | Forthe period from October 1, 2005 to December 31,2005 |            | For the period from July 1, 2005 to September30, 2005 |  | For the period from April 1, 2005 to June30, 2005 |         | For the period from January 1, 2005 to March31, 2005 |
| Net realized and unrealized trading gains(losses) net of brokerage commissions and clearing fees plus interestincome |  | $                                                      | 15,970,277 |                                                  |  | $                                                 | 669,970 |                                                 |  | $      | 38,451,824 |   |  | $      | (9,226,199 | )  |
|                                                                                                                 |  |                                                   |       |                                                  |  |                                              |    |                                                 |  |   |       |   |  |   |       |    |
| NetIncome (loss)                                                                                                     |  | $                                                      | 15,956,477 |                                                  |  | $                                                 | 656,169 |                                                 |  | $      | 38,438,175 |   |  | $      | (9,239,399 | )  |
|                                                                                                                 |  |                                                   |       |                                                  |  |                                              |    |                                                 |  |   |       |   |  |   |       |    |
| Increase(decrease) in Net Asset Value per Unit                                                                       |  | $                                                      | 56.20      |                                                  |  | $                                                 | 1.63    |                                                 |  | $      | 137.83     |   |  | $      | (32.49     | )  |
|                                                                                                                      |

F-28

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Item 9.    Changesin and Disagreements with Accountants and Accounting and FinancialDisclosure

Not applicable.

Item9A.    Controls and Procedures

Based on theirevaluation of the Partnership's disclosure controls andprocedures as of year end the President and Chief Financial Officer ofthe General Partner have concluded that such controls and proceduresare effective.

There were no significant changes in thePartnership's internal controls over financial reporting or inother factors that could significantly affect such controls subsequentto the date of their evaluation as of yearend.

Management's report on internal control over financialreporting and KPMG LLP's related opinion are included in thePartnership's annual financial statements under Item8.    Financial Statements and SupplementaryData

Item 9B.    Other Information.

ThePartnership previously filed report(s) as an "acceleratedfiler" (as defined in Rule 12b-2 of the Exchange Act). ThePartnership has been advised by SEC Staff that it is not an acceleratedfiler and that it is not, therefore, required to file assuch.

PART III

Item 10.    Directors andExecutive Officers of the Registrant.

The Partnership hasno officers or directors and its affairs are managed by its GeneralPartner, Citigroup Managed Futures LLC. Investment decisions are madeby Campbell & Company, Inc.

The Partnership has not adopteda code of ethics that applies to officers because it has noofficers.

Item 11.    ExecutiveCompensation.

The Partnership has no directors orofficers. Its affairs are managed by Citigroup Managed Futures LLC, itsGeneral Partner. CGM, an affiliate of the General Partner, is thecommodity broker for the Partnership and receives brokerage commissionsfor such services, as described under "Item 1.Business." During the year ended December 31,2005, CGM earned $12,923,399 in brokerage commissions from thePartnership. Management fees of $3,953,525 were earned by the Advisorfor the year ended December 31, 2005.

Item12.    Security Ownership of Certain Beneficial Owners andManagement.

(a)    Security ownership of certainbeneficial owners.

As of February 28, 2006, the partnershipknows of no person who beneficially owns more than five percent(5%) the Redeemable Units outstanding.

(b)    Security ownership of management. Under the termsof the Limited Partnership Agreement, the Partnership's affairsare managed by the General Partner. The General Partner owns Units ofgeneral partnership interest equivalent to 729.3902 Units (0.6%)of Limited Partnership Interest as of December 31,2005.

Principals who own Redeemable Units of thePartnership*

*    David S. Vogel        15.6688Redeemable Units

*    MaureenO'Toole        58.2367 RedeemableUnits

*    No one Principal owns more than 1% ofthe Redeemable Units of Limited Partnership Interest.

(c)    Changes in control. None.

22

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Item 13.    Certain Relationshipand Related Transactions.

Citigroup Global Markets Inc.and Citigroup Managed Futures LLC would be considered promoters forpurposes of item 404 (d) of Regulation S-K. The nature and the amountsof compensation each promoter will receive, if any, from thePartnership are set forth under "Item 1.Business" and "Item 11.Executive Compensation."

Item14.    Principal Accountant Fees and Services.

(1)    Audit Fees. The aggregate fees billed for each ofthe last two fiscal years for professional services rendered by KPMGLLP for the audit of the Partnership's annual financialstatements, review of financial statements included in thePartnership's Forms 10-Q and 10-K and other services normallyprovided in connection with regulatory filings or engagements are asfollows:

2005                $44,000

2004                $50,450

(2)    Audit-Related Fees. None

(3)    TaxFees. The aggregate fees billed for each of the last two fiscalyears for professional services rendered by KPMG LLP for tax complianceand tax advice given in the preparation of the Partnership'sSchedule K1s, the preparation of the Partnership's Form 1065 andpreparation of all State Tax Returns are as follows:

2005                $7,606

2004                $5,136

(4)    All Other Fees. None.

(5)    NotApplicable.

(6)    Not Applicable.

23

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PART IV

Item15.    Exhibits and Financial Statement Schedules.

|               |                       |
|---------------|-----------------------|
| (a) (1)  | Financial Statements: |

|        |                                                                 |
|--------|-----------------------------------------------------------------|
|   | Statements of Financial Condition at December31, 2005 and 2004. |

|        |                                                                  |
|--------|------------------------------------------------------------------|
|   | Condensed Schedules ofInvestments at December 31, 2005 and 2004. |

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | Statements of Income and Expenses for the yearsended December 31, 2005, 2004 and 2003. |

|        |                                                                                                 |
|--------|-------------------------------------------------------------------------------------------------|
|   | Statements of Changes in Partners' Capitalfor the years ended December 31, 2005, 2004 and 2003. |

|        |                                                                               |
|--------|-------------------------------------------------------------------------------|
|   | Statements of Cash Flows for the years endedDecember 31, 2005, 2004 and 2003. |

|        |                               |
|--------|-------------------------------|
|   | Notes toFinancial Statements. |

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

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

|        |                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------|
|   | 3.2 –Amendment to the Certificate of Limited Partnership (filed as Exhibit3.2 to the Partnership Form 10) (previously filed). |

|        |                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------|
|   | 3.3 – Certificate of change LimitedPartnership (filed as Exhibit 3.3 to the Partnership Form 10)(previously filed). |

|        |                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------|
|   | 3.4 –Amendment to the Certificate of Limited Partnership (filed as Exhibit3.4 to the Partnership Form 10) (previously filed). |

|        |                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------|
|   | 3.5 – Amendment to the Certificateof Limited Partnership (filed as Exhibit 3.5 to the Partnership Form10) (previously filed). |

|        |                                                                                                                                           |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
|   | 3.6 –Second Amended and Restated Limited Partnership Agreement (filed asExhibit 3.6 to the Partnership Form 10) (previously filed). |

|        |                                                                                                                                                                                                                 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.1 – Management Agreement amongthe Partnership, the General Partner, SFG Global Investments, Inc. andCampbell & Company, Inc. (filed as Exhibit 10.1 to the PartnershipForm 10) (previously filed). |

|        |                                                                                                                                                                                                                                               |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.1 (a)– First Amendment to the Management Agreement among thePartnership, the General Partner, SFG Global Investments, Inc. andCampbell & Company, Inc. (filed as Exhibit 10.1 (a) to thePartnership Form 10) (previously filed). |

|        |                                                                                                                                                                                                                                             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.1 (b) – Second Amendment to theManagement Agreement among the Partnership, the General Partner,Salomon Smith Barney Inc and Campbell & Company, Inc. (filed asExhibit 10.1 (b) to the Partnership Form 10) (previously filed). |

|        |                                                                                                                                                                                                            |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.2 – Second Amendment to theCustomer Agreement between the Partnership, and Salomon Smith BarneyInc.(the Predecessor to CGM) (filed as Exhibit 10.2 to the PartnershipForm 10) (previously filed). |

|        |                                                                                                                                                                                                           |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.3– Amendment and Reinstated Agency Agreement between thePartnership and Salomon Smith Barney, Inc. (the predecessor to CGM)(filed as Exhibit 10.3 to the Partnership Form 10) (previouslyfiled). |

|        |                                                                                                                  |
|--------|------------------------------------------------------------------------------------------------------------------|
|   | 10.4 – Form ofSubscription Agreement (filed as Exhibit 10.4 to the Partnership Form10) (previously filed). |

|        |                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.5 –Letter extending Management Agreement between the General Partner andCampbell & Company, Inc. for 1997 (filed as Exhibit 10.5 to thePartnership Form 10) (previously filed). |

|        |                                                                                                                                          |
|--------|------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.5.1 – Letter extendingManagement Agreement between the General Partner and Campbell &Company, Inc. for 1998 (filed herein). |

24

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|        |                                                                                                                                                                                               |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.6 –Letter extending Management Agreement between the General Partner andCampbell & Company, Inc. for 1999 (filed as Exhibit 10. 6 to thePartnership Form 10) (previously filed). |

|        |                                                                                                                                                                                               |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.7 – Letter extending ManagementAgreement between the General Partner and Campbell & Company, Inc.for 2000 (filed as Exhibit 10. 7 to the Partnership Form 10)(previously filed). |

|        |                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.8 –Letter extending Management Agreement between the General Partner andCampbell & Company, Inc. for 2001 (filed as Exhibit 10.8 to thePartnership Form 10) (previously filed). |

|        |                                                                                                                                                                                              |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.9 – Letter extending ManagementAgreement between the General Partner and Campbell & Company, Inc.for 2002 (filed as Exhibit 10.9 to the Partnership Form 10) (previouslyfiled). |

|        |                                                                                                                                                                                                |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.10 – Letterextending Management Agreement between the General Partner and Campbell& Company, Inc. for 2003 (filed as Exhibit 10.10 to the PartnershipForm 10) (previously filed). |

|        |                                                                                                                                                                                                |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.11– Letter extending Management Agreement between the GeneralPartner and Campbell & Company, Inc. for 2004 (filed as Exhibit10.11 to the Partnership Form 10) (previously filed). |

|        |                                                                                                                                         |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.12 – Letter extending ManagementAgreement between the General Partner and Campbell & Company, Inc.for 2005 (filed herein). |

|        |                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------|
|   | 16.1 –Letter from PricewaterhouseCoopers LLP (filed as Exhibit 16.1 to thePartnership Form 10) (previously filed). |

The exhibitsrequired to be filed by Item 601 of regulation S-K are incorporatedherein by reference

|        |                                                                                                     |
|--------|-----------------------------------------------------------------------------------------------------|
|   | Exhibit 31.1– Rule 13a-14(a)/15d-15(a) Certification (Certification ofPresident and Director) |

|        |                                                                                                                   |
|--------|-------------------------------------------------------------------------------------------------------------------|
|   | Exhibit31.2 – Rule 13a-14(a)/15d-14(a) Certification (Certification ofChief Financial Officer and Director) |

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

|        |                                                                                                       |
|--------|-------------------------------------------------------------------------------------------------------|
|   | Exhibit 32.2 – Section 1350Certification (Certification of Chief Financial Officer andDirector) |

25

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Supplemental Information To Be FurnishedWith Reports Filed Pursuant To Section 15(d) Of The Act by RegistrantsWhich Have Not Registered Securities Pursuant To Section 12 Of theAct.

Annual Report to Limited Partners

No proxymaterial has been sent to LimitedPartners.

26

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrant has duly caused thisannual report on Form 10-K to be signed on its behalf by theundersigned, thereunto duly authorized on the 29th day of March2006.

Smith Barney Potomac Futures Fund L.P.

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

By:    /s/David J. Vogel            David J. Vogel, President& Director

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this annual report on Form 10-K has been signedbelow by the following persons on behalf of the Registrant and in thecapacities and on the dateindicated.

|                             |  |                       |  |  |  |  |
|-----------------------------|--|-----------------------|--|--|--|--|
| /s/ David J. Vogel          |  | /s/ ShelleyUllman     |
| David J. Vogel              |  | ShelleyUllman         |
| President andDirector       |  | Director              |
| /s/ MaureenO'Toole          |  | /s/ Jennifer Magro    |
| Maureen O'Toole             |  | Jennifer Magro        |
| Director                    |  | Director              |
| /s/ Daniel R. McAuliffe,Jr. |  | /s/ Jerry Pascucci    |
| DanielR. McAuliffe, Jr.     |  | Jerry Pascucci        |
| ChiefFinancial Officerand   |  | Director              |
| Director                    |  |                  |
|                        |  | /s/Ihor Rakowsky      |
|                        |  | IhorRakowsky          |
|                        |  | Secretary andDirector |
|                             |

27

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