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

FORM 10-K

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

For the fiscal year ended December 31, 2007

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period fromto

Commission File Number000-32599

SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P.

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(Exact name of registrant as specified in its charter)

New York


13-4077759(State or other jurisdiction of
incorporation or organization)


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


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

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(Address and Zip Code of principal executive offices)

(212) 559-2011

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(Registrant’s telephone number, including area code)

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

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

(Title of Class)


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

YesNoX

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

YesNoX

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesXNo

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

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

Large accelerated filerAccelerated filerNon-accelerated filerXSmaller reporting company

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

YesNoX

Limited Partnership Redeemable Units with an aggregate value of $120,896,493 were outstanding and held by non-affiliates as of the last business day of the registrants most recently completed second fiscal quarter.

As of February 29, 2008, 71,547.1397 Limited Partnership Redeemable Units were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

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

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PART I

Item 1.Business.

(a)General development of business. Salomon Smith Barney Diversified 2000 Futures Fund L.P. (the ‘‘Partnership’’) is a limited partnership organized under the partnership laws of the State of New York, on August 25, 1999 to engage, directly and indirectly, in the speculative trading of a diversified portfolio of commodity interests, including futures contracts, options and forwards. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. A total of 190,000 Redeemable Units of Limited Partnership Interest in the Partnership (‘‘Redeemable Units’’) have been offered to the public.

A Registration Statement on Form S-1 (File no. 333-87663) relating to the public offering of 150,000 Redeemable Units became effective on January 31, 2000. Between January 31, 2000 (commencement of offering period) and May 30, 2000, 16,045 Redeemable Units were sold at $1,000 per Redeemable Unit. Proceeds of the offering were held in an escrow account and were transferred, along with the general partner’s contribution of $162,000 to the Partnership’s trading account on June 1, 2000 when the Partnership commenced trading.

A second Registration Statement on Form S-1 (File no. 333-101132) relating to the public offering of 190,000 Redeemable Units (including the 150,000 Redeemable Units that had previously been registered) became effective on November 25, 2002. As of that date, 151,740.3512 Redeemable Units had been sold.

The Partnership no longer offers Redeemable Units for sale. Redemptions of Redeemable Units for the years ended December 31, 2007, 2006 and 2005 are reported in the Statements of Changes in Partners’ Capital on page F-11 under ‘‘Item 8.Financial Statements and Supplementary Data’’.

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

The General Partner has agreed to make capital contributions, if necessary, so that its general partnership interest will be equal to the greater of (i) 1% of the partners’ contributions to the Partnership or (ii) $25,000. The Partnership will be liquidated upon the first of the following to occur: December 31, 2019; the Net Asset Value of a Redeemable Unit decreases to less than $400 as of the close of any business day; or under certain circumstances as defined in the Limited Partnership Agreement of the Partnership (the ‘‘Limited Partnership Agreement’’).

On May 22, 2003, the Partnership allocated a portion of the Partnership’s capital to JWH Strategic Allocation Master Fund LLC, a New York limited liability company (‘‘JWH Master’’). With this cash the Partnership purchased 14,370.0894 units of JWH Master with a fair value of $27,367,545. JWH Master was formed in order to permit commodity pools managed now or in the future by John W. Henry & Company, Inc. (‘‘JWH’’), using the Strategic Allocation Program, JWH’s proprietary trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in JWH Master on March 31, 2007 resulting in a realized loss of $6,919,777.

On January 1, 2005, the assets allocated to Campbell & Company, Inc. (‘‘Campbell’’) for trading were invested in CMF Campbell Master Fund L.P. (‘‘Campbell Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 51,356.1905 units of Campbell Master with cash equal to $50,768,573, and a contribution of open commodity futures and forward positions with a fair value of $587,618. Campbell Master was formed in order to permit commodity pools managed now or in the future by Campbell using the Financial, Metals and Energy Large Portfolio (‘‘FME’’), to invest together in one trading vehicle. The General Partner is also the general partner of Campbell Master. Individual and pooled accounts currently managed by Campbell, including the Partnership, are permitted to be limited partners of Campbell Master. The General Partner and Campbell believe that trading through this structure should promote efficiency and economy in the trading process.

On March 1, 2005, the assets allocated to Aspect Capital Limited (‘‘Aspect’’) for trading were invested in CMF Aspect Master Fund L.P. (‘‘Aspect Master’’), a limited partnership organized under the partnership

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laws of the State of New York. The Partnership purchased 43,434.9465 Units of Aspect Master with cash equal to $40,490,894, and a contribution of open commodity futures and forward positions with a fair value of $2,944,052. Aspect Master was formed in order to permit commodity pools managed now or in the future by Aspect using the Diversified Program, to invest together in one trading vehicle. The General Partner is also the general partner of Aspect Master. Individual and pooled accounts currently managed by Aspect, including the Partnership, are permitted to be a limited partner of Aspect Master. The General Partner and Aspect believe that trading through this structure should promote efficiency and economy in the trading process.

On April 1, 2006, the assets allocated to Graham Capital Management, L.P. (‘‘Graham’’) for trading were invested in CMF Graham Capital Master Fund L.P. (‘‘Graham Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 41,952.2380 Units of Graham Master with cash equal to $41,952,238. Graham Master was formed in order to permit commodity pools managed now or in the future by Graham using the Multi-Trend Program at 125% Leverage, to invest together in one trading vehicle. The General Partner is also the general partner of Graham Master. Individual and pooled accounts currently managed by Graham, including the Partnership, are permitted to be a limited partners of Graham Master. The General Partner and Graham believe that trading through this structure should promote efficiency and economy in the trading process.

On April 1, 2007, the assets previously allocated to JWH Master were allocated to SandRidge Capital L.P. (‘‘SandRidge’’) for trading. These assets were invested in the CMF SandRidge Master Fund L.P. (‘‘SandRidge Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 7,659.0734 Units of SandRidge Master with cash equal to $9,635,703. SandRidge Master was formed in order to permit commodity pools managed now or in the future by SandRidge using the Managed Account Program (‘‘the Program’’), to invest together in one trading vehicle. The General Partner is also the general partner of SandRidge Master. Individual and pooled accounts currently managed by SandRidge, including the Partnership, are permitted to be a limited partner of SandRidge Master. The General Partner and SandRidge believe that trading through this structure should promote efficiency and economy in the trading process.

At December 31, 2007, the Partnership owned 12.2% of Campbell Master, 16.4% of Aspect Master, 14.2% of Graham Master and 3.2% of SandRidge Master. At December 31, 2006, the Partnership owned 11.3% of Campbell Master, 18.8% of Aspect Master and 15.6% of Graham Master. At December 31, 2006, the Partnership owned 16.8% of JWH Master. As previously noted, the Partnership sold its investment in JWH Master on March 31, 2007. Campbell, Aspect, Graham and SandRidge intend to continue to invest the assets allocated to each by the Partnership in Campbell Master, Aspect Master, Graham Master and SandRidge Master, respectively. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same and redemption rights are not affected.

Campbell Master’s, Aspect Master’s, Graham Master’s and SandRidge Master’s (collectively, the ‘‘Funds’’) trading of futures, forwards and options contracts, if applicable, on commodities is done primarily on United States of America and foreign commodity exchanges. The Funds engage in such trading through a commodity brokerage account maintained with CGM.

As of December 31, 2007, all commodity trading decisions are made for the Partnership by Graham, Campbell, Aspect and SandRidge (each an ‘‘Advisor’’ and, collectively, the ‘‘Advisors’’). None of the Advisors are affiliated with one another, the General Partner or CGM. The Advisors are not responsible for the organization or operation of the Partnership.

Pursuant to the terms of the management agreements (the ‘‘Management Agreements’’) with the Advisors, the Partnership is obligated to pay each Advisor a monthly management fee equal to 1/6 of 1% (2% per year) of month-end Net Assets allocated to each Advisor, except for Aspect, which will receive a monthly management fee equal to 1/12 of 1.25% (1.25% a year) of month-end Net Assets allocated to the Advisor. Month-end Net Assets, for the purpose of calculating management fees, are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of redemptions and incentive fees. The Partnership is obligated to pay each Advisor an incentive fee payable annually equal to 20% of the New Trading Profits, as defined in the Management Agreements, earned by each Advisor for the Partnership.

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The Partnership has entered into a customer agreement (the ‘‘Customer Agreement’’) with CGM which provides that the Partnership pays CGM a brokerage fee equal to 5.4% per year calculated and paid monthly based on .45% of month-end Net Assets, in lieu of brokerage commissions on a per trade basis. Month-end Net Assets, for the purpose of calculating commissions are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of accrued expenses and redemptions payable. CGM will pay a portion of its brokerage fees to its financial advisors who have sold Redeemable Units in this Partnership. The Partnership pays for National Futures Association (‘‘NFA’’) fees, exchange and clearing fees, give-up and user fees and floor brokerage fees. The Customer Agreement gives the Partnership the legal right to net unrealized gains and losses. Brokerage fees will be paid for the life of the Partnership, although the rate at which such fees are paid may be changed. In addition, CGM pays the Partnership interest on 80% of the average daily equity maintained in cash in its account during each month at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days from the date on which such weekly rate is determined. The Customer Agreement may be terminated by either party.

(b)Financial information about industry segments.    The Partnership’s business consists of only one segment, speculative trading of commodity interests. The Partnership does not engage in the sales of goods or services. The Partnership’s net income (loss) from operations for the years ended December 31, 2007, 2006, 2005, 2004 and 2003 is set forth under ‘‘Item 6.Selected Financial Data’’. The Partnership’s capital as of December 31, 2007, was $98,967,609.

(c)Narrative description of business.

See Paragraphs (a) and (b) above.

(i) through (xii) - Not applicable.

(xiii) - The Partnership has no employees.

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

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

(f)Reports to Security Holders.    Not applicable.

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

(h)Smaller Reporting Companies.    Not applicable.

Item 1A.Risk Factors.

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

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

An investor may lose all of their investment.

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

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

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

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

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

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Conflicts of interest exist.

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

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

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

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

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

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

Past performance is no assurance of future results.

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

An investor’s tax liability may exceed cash distributions.

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

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

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

Item 2.Properties.

The Partnership does not own or lease any properties. The General Partner operates out of facilities provided by its affiliate, Citigroup.

Item 3.Legal Proceedings.

This section describes the major pending legal proceedings, other than ordinary routine litigation incidental to the business, to which CGM or its subsidiaries is a party or to which any of their property is subject. There are no material legal proceedings pending against the Partnership or the General Partner.

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

There have been no material administrative, civil or criminal actions pending, on appeal or concluded against CGM or any of its individual principals within the past five years that management believes may have a material impact on CGM’s ability to act as an FCM.

Enron

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

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

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

Additional Actions

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

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

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

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

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

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

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

On December 14, 2005,Aksamit, et al. v. UBS PaineWebber, et al., a state court action (subsequently coordinated withNewby) naming CGM and various other financial institutions as defendants, was

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voluntarily dismissed with prejudice by the plaintiff. The case had been brought on behalf of CGM clients who had purchased Enron securities at various times up until the filing of Enron’s bankruptcy, in reliance on CGM and other analyst reports concerning Enron.

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

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

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

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

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

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

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

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

CGM (along with Citigroup, Citibank N.A., and various J.P. Morgan Chase-entities) has been named in multiple actions brought by certain bank participants in, as well as ‘‘vulture funds’’ who purchased certain

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

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

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

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

RESEARCH

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

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

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

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

AT&T, Level 3 Communications, XO Communications and Williams Communications Group:On January 25, 2005, the Citigroup-Related Defendants renewed their motions to dismiss the remaining

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

Focal Communications Corp.:On July 28, 2004, a putative class action by purchasers of Focal Communications Corporation common stock was filed in the United States District Court for the Southern District of New York, asserting claims under Section 10 and Section 20 of the Securities Exchange Act of 1934 against Citigroup, CGM and Jack Grubman. On March 15, 2005, the plaintiffs in the Focal action filed a consolidated amended class action complaint; we have moved to dismiss the complaint, and that motion to dismiss was fully briefed on August 10, 2005. The parties have reached an agreement to settle all claims in the Focal class action for $14 million. The settlement was finally approved on March 23, 2007, and is no longer subject to appeal. The amounts paid in settlement of this action were covered by existing Citigroup litigation reserves.

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

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

WorldCom

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

Pursuant to an order dated May 28, 2003, more than 110 individual actions asserting claims against Citigroup and/or CGM based on its research and/or underwriting of WorldCom securities have been

8

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consolidated withIn re WorldCom, Inc. Securities Litigation. The United States Court of Appeals for the Second Circuit has affirmed the orders of the United States District Court for the Southern District of New York denying plaintiffs’ motions to remand to state court a large group of these WorldCom-related actions. On September 13, 2004, plaintiffs filed a petition for a writ of certiorari to the United States Supreme Court seeking review of the Second Circuit’s ruling, which was denied.

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

On September 17, 2004,Weinstein, et al.v.Ebbers, et al., a putative class action against CGM and others brought on behalf of holders of WorldCom securities asserting claims based on, among other things, CGM’s research reports concerning WorldCom, was dismissed with prejudice in its entirety by the United States District Court for the Southern District of New York. The plaintiffs noticed an appeal of the dismissal to the United States Court of Appeals for the Second Circuit on October 15, 2004. The parties have reached an agreement in principle on the terms of a settlement of this action, and the appeal has been dismissed.

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

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

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

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

On June 28, 2004, the United States District Court for the Southern District of New York dismissed all claims under the Securities Act of 1933 and certain claims under the Securities Exchange Act of 1934 inIn

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

Global Crossing

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

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

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

Adelphia Communications Corporation

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

10

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

IPO Allocation Cases

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

In the securities cases, which are pending before Judge Scheindlin of the Southern District, plaintiffs seek damages against numerous underwriters for alleged violations of the Securities and Exchange Acts of 1933 and 1934 in connection with more than 300 initial public offerings. Plaintiffs allege that the underwriters had a practice to allocate shares in IPOs only to those persons or entities that agreed to purchase shares in the aftermarket at increasing prices, which, they claim, led to inflated secondary market pricing. They further make allegations about analyst conflicts of interest and allege that, because of the aforementioned practice, the underwriters received compensation that was not disclosed in the relevant offering memoranda. Judge Scheindlin recently certified a class and discovery on the merits is ongoing. On June 30, 2005, the United States Court of Appeals for the Second Circuit entered an order agreeing to review the district court’s order granting plaintiffs’ motion for class certification. On December 5, 2006, the Second Circuit reversed Judge Scheindlin’s class certification order. The plaintiffs filed a petition for rehearing in January 2007. On April 6, 2007, the Second Circuit panel that reversed the district court’s class certification decision denied plaintiff’s petition for rehearing, and on May 18, 2007, the Second Circuit denied plaintiffs’ petition for rehearing en banc. On August 14, 2007, plaintiffs filed amended complaints in the six focus cases as well as amended master allegations for all cases in the coordinated proceedings. On September 27, 2007, plaintiffs filed a motion to certify new classes in the six focus cases. Defendants moved to dismiss the amended pleadings in November 2007 and filed an opposition to the new motion for class certification in December 2007.

Mutual Funds

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

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

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Subprime-Mortgage-Related Litigation

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

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

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

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

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PART II

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

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

(b)Holders. The number of holders of Redeemable Units as of December 31, 2007, was 3,361.

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

(d)Use of Proceeds. There were no additional sales of units for the years ended December 31, 2007, 2006 and 2005.

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

Item 6.Selected Financial Data.

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

2007


2006


2005


2004


2003Realized and unrealized trading gains (losses) and investment in Partnership net of brokerage commissions (including clearing fees), of $6,291,793, $7,537,110, $8,705,761, $11,084,448 and $12,202,287, respectively



$
1,464,800




$
3,277,497




$
(6,747,478
)



$
9,343,350




$
31,238,145Interest income




—





340,673





1,173,369





1,593,137





1,500,941$
1,464,800




$
3,618,170




$
(5,574,109
)



$
10,936,487




$
32,739,086Net income (loss)



$
(801,591
)



$
1,023,734




$
(8,982,853
)



$
5,440,660




$
22,424,063Increase (decrease) in Net Asset Value per Unit



$
(5.96
)



$
10.23




$
(62.99
)



$
43.49




$
146.42Total assets



$
100,299,729




$
129,994,652




$
152,802,619




$
192,831,825




$
213,325,754


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

Overview

The Partnership aims to achieve substantial capital appreciation through speculative trading, directly and indirectly, in U.S. and international markets for currencies, interest rates, stock indices, agricultural and energy products and precious and base metals. The Partnership may employ futures, options on futures, and forward contracts in those markets. Currently, the Partnership invests in the Funds, which have investment strategies consistent with the Partnership's objectives.

The General Partner manages all the business affairs of the Partnership. The General Partner has delegated its responsibility for the investment of the Partnership’s assets to the Advisors. The General Partner employs a team of approximately 20 professionals whose primary emphasis is on attempting to maintain quality control among the advisors to the partnerships operated or managed by the General Partner. A full-time staff of due diligence professionals use state-of-the-art technology and on-site evaluations to monitor new and existing futures money managers. The accounting and operations staff provide processing of trading activity and reporting to limited partners and regulatory authorities. In selecting the Advisors for the Partnership, the General Partner considered past performance, trading style, volatility of markets traded and fee requirements.

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Responsibilities of the General Partner include:

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

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

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

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

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

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

The programs traded by each Advisor on behalf of the Partnership are: Aspect – Diversified Program (‘‘Diversified Program’’), Campbell — Financial, Metal & Energy (‘‘FME’’) Large Portfolio, Graham — Multi-Trend Program at 125% Leverage (Multi-Trend) and SandRidge — Managed Account Program (the ‘‘Energy Program’’). As of December 31, 2007, the Partnership’s assets were allocated among the trading Advisors in the following approximate percentages: Aspect, 33%, Campbell, 26%, Graham, 31%, and SandRidge, 10%.

Graham Capital Management, L.P.

Graham trades actively in both U.S. and foreign markets, primarily in futures contracts, forward contracts, spot contracts and associated derivative instruments such as options and swaps through its investment in Graham Master. Graham engages in exchange for physical transactions, which involve the exchange of a futures position for the underlying physical commodity without making an open competitive trade on an exchange. Graham at times will trade certain instruments, such as forward foreign currency contracts, as a substitute for futures or options traded on futures exchanges.

Graham’s trading systems rely primarily on technical rather than fundamental information as the basis for their trading decisions. Graham’s systems are based on the expectation that they can over time successfully anticipate market events using quantitative mathematical models to determine their trading activities, as opposed to attempting properly to forecast price trends using subjective analysis of supply and demand

Graham trades the Partnership’s assets allocated to it in accordance with its Multi-Trend Program. The Multi-Trend Program combines four individual Graham investment programs into one program. The Multi-Trend Program initially allocates assets equally among other Graham programs. As market conditions or other circumstances change, Graham may alter the weightings of the individual programs and add (or delete) other programs to the Multi-Trend Program, as it deems appropriate.

Campbell & Company, Inc.

Campbell trades its FME Large Portfolio on behalf of the Partnership, through its investment in Campbell Master. Campbell’s trading models are designed to detect and exploit medium-term to long-term price changes, while also applying risk management and portfolio management principles.

Campbell believes that utilizing multiple trading models provides an important level of diversification, and is most beneficial when multiple contracts of each market are traded. Every trading model may not trade every market. It is possible that one trading model may signal a long position while another trading model signals a short position in the same market. It is Campbell’s intention to offset those signals to reduce unnecessary trading, but if the signals are not simultaneous, both trades will be taken and since it is unlikely that both positions would prove profitable, in retrospect, one or both trades will appear to have been unnecessary. It is Campbell’s policy to follow trades signaled by each trading model independently of the other models.

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Aspect Capital Limited.

Aspect trades its Diversified Program on behalf of the Partnership, through its investment in Aspect Master. Diversified is a systematic global futures trading program. Its goal is the generation of significant long-term capital growth independent of stock and bond market returns. This program continuously monitors price movements in a wide range of global financial, currency and commodity markets, searching for profit opportunities over periods ranging from a few hours to several months.

Aspect has designed Diversified to have broad market diversification (subject to liquidity constraints). Aspect believes that its quantitative resources are sufficient to enable it to design and implement a broadly diversified portfolio with a significant allocation to numerous different markets.

Aspect’s Diversified Program trades over 100 markets in the seven major sectors: currencies, energy, metals, stock indices, bonds, agricultural commodities and interest rates implementing momentum strategies. Aspect is constantly examining new liquid and uncorrelated markets to incorporate in the program with the aim of improving its reward/risk ratio and capacity. Aspect has no market or sector preferences, believing that allowing for liquidity effects, equal profitability can be achieved in the long-term in all markets. The key factors in determining the asset allocation are correlation and liquidity. Correlations are analyzed at the sector, sub-sector, economic block and market levels to design a portfolio which is highly diversified.

SandRidge Capital L.P.

SandRidge trades its Energy Program on behalf of the Partnership, through its investment in SandRidge Master. SandRidge will primarily attempt to achieve the Fund’s objective through the speculative trading of energy-related commodity interests, including, but not limited to natural gas, crude oil, heating oil and gasoline.

SandRidge is a discretionary trader that employs primarily fundamental analysis. Fundamental analysis examines factors external to the trading market that affect the supply and demand for a particular group or type of commodity in order to predict future prices. While SandRidge relies heavily on fundamental research to develop its overall point of view, it also employs technical analysis in its trading to help determine entry and exit points.

Effective risk management is an important aspect of SandRidge’s trading program. An account’s size, volatility of the market traded and the nature of other positions taken are all factors used in deciding whether to initiate a position and in determining the amount of equity committed to that position.

(a)Liquidity.

The Partnership does not engage in sales of goods or services. Its only assets are its investments in the Funds, distribution receivable and cash. The Funds’ only assets are their equity in its commodity futures trading accounts, consisting of cash and cash equivalents, net unrealized appreciation on open futures positions, unrealized appreciation on forward contracts, commodity options, if applicable, and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership/Funds. Such substantial losses could lead to a material, sudden loss in liquidity.

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

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

|     |                                                                                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii) | An Advisor will not initiate additional positions in any commodity if these positions would result in aggregate positions requiring a margin of more than 662/3% of the Partnership’s/Funds’ net assets allocated to that Advisor.

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

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

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

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

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

In the normal course of business, the Partnership directly, and through its investments in the Funds, is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specified terms at specified future dates, or, in the case of derivative commodity interests, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards, swaps and certain options.

Each of these instruments is subject to various risks similar to those relating to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

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

The General Partner monitors and controls the Partnership's/Funds’ risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/ Funds are subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions. (See also ‘‘Item 8.Financial Statements and Supplementary Data’’ for further information on financial instrument risk included in the notes to the financial statements.)

Other than the risks inherent in commodity futures and swaps trading, the Partnership/Funds know of no trends, demands, commitments, events or uncertainties which will result in or which are reasonably likely to result in the Partnership’s/Funds’ liquidity increasing or decreasing in any material way. The Limited

16

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Partnership Agreement provides that the General Partner may, in its discretion, cause the Partnership/Funds to cease trading operations and liquidate all open positions under certain circumstances including a decrease in Net Asset Value per Redeemable Unit to less than $400 as of the close of business on any business day.

|    |                   
|--- | ------------------
|(b) | Capital Resources.

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

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

No forecast can be made as to the level of redemptions in any given period. A limited partner may cause all or some of their Redeemable Units to be redeemed by the Partnership at the redemption value per Redeemable Unit thereof as of the last day of each month, ending at least three months after such Redeemable Units have been issued, on ten days’ written notice to the General Partner. No fee will be charged for redemptions. For the year ended December 31, 2007, 21,943.0013 Redeemable Units were redeemed totaling $28,063,398. For the year ended December 31, 2006, 17,263.3622 Redeemable Units were redeemed totaling $22,185,675. For the year ended December 31, 2005, 17,808.0132 Redeemable Units were redeemed totaling $22,317,953.

The Partnership is closed and no longer offers Redeemable Units at the Net Asset Value per Redeemable Unit as of the end of each month.

(c)Results of Operations.

For the year ended December 31, 2007, the Net Asset Value per Redeemable Unit decreased 0.5% from $1,294.59 to $1,288.63. For the year ended December 31, 2006, the Net Asset Value per Redeemable Unit increased 0.8% from $1,284.36 to $1,294.59. For the year ended December 31, 2005, the Net Asset Value per Redeemable Unit decreased 4.7% from $1,347.35 to $1,284.36.

The Partnership experienced an unrealized gain through investments in the Funds of $7,756,593 in 2007. Gains were primarily attributed to the trading in currencies, energy, grains and U.S. and non-U.S. interest rates and were partially offset by losses in livestock, metals, softs and indices.

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

Gains were also generated by substantially rising oil prices, which reached all-time contract highs due to robust global demand, ongoing geopolitical concerns and increased speculative participation in the

17

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commodity. Profits were realized in fixed income trading as turbulence in asset backed credit markets became a catalyst for significant directional moves in yields and strong bias towards price rallies across Treasury curves. In agricultural market trading, gains were earned in wheat and the soybean complex as prices rallied considerably on reductions in supply expectations.

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

The Partnership experienced an unrealized gain through investments in the Funds of $10,814,607 in 2006. Gains were primarily attributed to the trading in metals, indices, U.S. and non-U.S. interest rates and were partially offset by losses recognized in the trading of currencies, energy, grains, livestock and softs.

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

The stock index sector was the greatest contributor of profits for the year. The Partnership was well positioned to capitalize on rising global equity valuations supported by lowered oil prices and increased optimism over economic growth. In metals markets, both precious metals and base metals rallied strongly early on as demand from emerging markets continued to soar. Metals prices reached unsustainable levels in May and tumbled amid concerns that rising interest rates would slow demand. Gains were earned in metals, as the advisors were able to capture the upward trend in prices while minimizing losses during the correction. Profits from trading US short-term rates were sufficient to offset small losses realized in trading global fixed income, providing positive lift to the performance.

Partially offsetting gains were losses in energy, currency, and agricultural commodities. Losses were realized in the energy markets as a series of unanticipated supply and demand imbalances coupled with geopolitical uncertainties throughout the year produced unfavorable trading ranges and sharp price reversals for the petroleum complex. The currency markets remained difficult as economic data and inflationary concerns perplexed directional trading. The Partnership also suffered losses in agricultural markets as alternating meteorological conditions between drought and rainfall contributed to irregular price developments.

The Partnership experienced net trading gains of $1,958,283 before fees and expenses in 2005. Gains were primarily attributable to the trading of energy, U.S. interest rates, metals and indices and were partially offset by losses in currencies, grains, non-U.S. interest rates, livestock, softs and lumber.

In the General Partner’s opinion, the Advisors continue to employ trading methods and produce results consistent with the objectives of the Partnership and expectations for the Advisors’ programs. The General Partner continues to monitor the Advisors’ performance on a daily, weekly, monthly and annual basis to assure these objectives are met.

It should be noted that commodity markets are highly volatile. Broad price fluctuations and rapid inflation increase the risks involved in commodity trading, but also increase the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisors to identify those price trends correctly. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies,

18

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national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership expects to increase capital through operations.

(d)Operational Risk.

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

Such risks include:

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

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

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

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

(e)Critical Accounting Policies.

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

The General Partner believes that the accounting policies that will be most critical to the Funds’ financial condition and results of operations relate to the valuation of the Funds’ positions. The majority of the Funds’ positions will be exchange-traded futures contracts, which will be valued daily at settlement prices published by the exchanges. The General Partner expects that under normal circumstances substantially all of the Funds’ assets will be valued by objective measures and without difficulty.

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

19

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proportional interest in the Funds. Realized gains (losses) on withdrawals from the investment in Partnerships are recognized on a cost recovery basis.

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

(f)Recent Accounting Pronouncement.

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

Item 7A.Quantitative and Qualitative Disclosures About Market Risk.

Introduction

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

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

Market movements result in frequent changes in the fair market value of the Fund’s open positions and, consequently, in its earnings and cash flow and investments in other Partnerships. The Funds’ market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification among the Fund’s open positions and the liquidity of the markets in which they trade.

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

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

20

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Quantifying the Partnership’s Trading Value at Risk

The following quantitative disclosures regarding the Funds’ market risk exposures contain ‘‘forward-looking statements’’ within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (The ‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934, as amended (The ‘‘Exchange Act’’). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor except for statements of historical fact (such as the terms of particular contracts and the number of market risk sensitive instruments held during or at the end of the reporting period).

The Funds’ risk exposure in the various market sectors traded by the Advisors is quantified below in terms of Value at Risk. Due to the Funds’ mark-to-market accounting, any loss in the fair value of the Funds open positions is directly reflected in the Partnership’s earnings (realized and unrealized). Exchange maintenance margin requirements have been used by the Funds as the measure of their Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%–99% of any one-day intervals. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility (including the implied volatility of the options on a given futures contract) and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component which is not relevant to Value at Risk.

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

The fair value of the Funds’ futures and forward positions does not have any optionality component. However, certain of the Advisors trade commodity options. The Value at Risk associated with options is reflected in the following table as the margin requirement attributable to the instrument underlying each option. Where this instrument is a futures contract, the futures margin, and where this instrument is a physical commodity, the futures-equivalent maintenance margin has been used. This calculation is conservative in that it assumes that the fair value of an option will decline by the same amount as the fair value of the underlying instrument, whereas, in fact, the fair values of the options traded by the Funds in almost all cases fluctuate to a lesser extent than those of the underlying instruments.

In quantifying the Funds’ Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been added to determine each trading category’s aggregate Value at Risk. The diversification effects resulting from the fact that the Funds’ positions are rarely, if ever, 100% positively correlated have not been reflected.

21

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

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

As of December 31, 2007, Campbell Master’s total capitalization was $216,696,200. The Partnership owned 12.2% of Campbell Master.

December 31, 2007

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:— OTC Contracts



$
5,921,755





2.73
%



$
14,912,339




$
1,553,365




$
6,826,964Energy




699,600





0.32
%




2,742,200





191,400





551,345Interest Rates U.S.




470,470





0.22
%




4,293,650





18,410





1,562,424Interest Rates Non-U.S.




2,361,786





1.09
%




10,634,092





902,498





4,943,720Metals:— Exchange Traded Contracts




294,000





0.14
%




395,000





2,000





229,983— OTC Contracts




888,251





0.41
%




2,315,924





283,560





990,318Indices




5,913,472





2.73
%




14,331,076





1,694,853





6,401,367Total



$
16,549,334





7.64
%


|
|
|
|

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

As of December 31, 2007, Graham Master’s total capitaliztion was $213,594,387. The Partnership owned 14.2% of Graham Master.

December 31, 2007

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:— OTC Contracts



$
19,308,901





9.04
%



$
36,315,056




$
5,719,304




$
19,227,674Energy




375,400





0.18
%




2,440,100





177,900





882,005Grains




314,550





0.15
%




459,100





4,000





153,243Interest Rates U.S.




88,133





0.04
%




3,124,000





9,593





724,751Interest Rates Non-U.S.




705,925





0.33
%




7,772,547





152,548





3,065,189Livestock




16,000





0.01
%




18,400





3,000





11,870Metals:— Exchange Traded Contracts




93,000





0.04
%




190,000





2,000





56,625— OTC Contracts




515,470





0.24
%




1,024,186





3,586





279,440Softs




99,312





0.05
%




487,616





44,739





138,689Indices




751,648





0.35
%




15,267,220





335,292





3,522,397Total



$
22,268,339





10.43
%


|
|
|
|

|* Annual average of month-end value at risk
|-------------------------------------------

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As of December 31, 2007, Aspect Master’s total capitaliztion was $202,695,220. The Partnership owned 16.4% of Aspect Master.

December 31, 2007

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Currencies:— OTC Contracts



$
4,265,742





2.10
%



$
7,807,513




$
1,442,322




$
4,139,705Energy




3,804,800





1.88
%




5,901,500





227,012





2,443,327Grains




1,401,730





0.69
%




1,637,713





178,578





883,921Interest Rates U.S.




2,253,600





1.11
%




2,253,600





33,416





1,123,735Interest Rates Non-U.S.




6,082,288





3.00
%




8,736,905





845,315





4,709,221Livestock




260,900





0.13
%




260,900





12,550





99,286Metals:— Exchange Traded Contracts




871,250





0.43
%




1,105,250





28,500





647,583— OTC Contracts




1,391,782





0.69
%




3,084,837





180,696





1,572,470Softs




561,347





0.28
%




1,908,189





504,905





926,848Indices




3,170,334





1.56
%




9,388,021





336,713





4,646,908Total



$
24,063,773





11.87
%


|
|
|
|

|* Annual average of month-end value at risk
|-------------------------------------------

As of December 31, 2007, SandRidge Master’s total capitalization was $312,531,725. The Partnership owned 3.2% of SandRidge Master.

December 31, 2007

Market Sector


Value at Risk


% of Total
Capitalization


High
Value at Risk


Low
Value at Risk


Average
Value at Risk*Energy



$
12,777,882





4.09
%



$
42,550,227




$
9,562,360




$
22,253,198Total



$
12,777,882





4.09
%


|
|
|
|

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

23

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

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

Non-Trading Risk

The Funds have non-trading market risk on their foreign cash balances not needed for margin. However, these balances (as well as any market risk they represent) are considered to be immaterial.

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

Qualitative Disclosures Regarding Primary Trading Risk Exposures

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

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

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

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

Stock Indices. The Funds’ primary equity exposure is to equity price risk in the G-8 countries. The stock index futures traded by the Funds’ are limited to futures on broadly based indices. As of December 31, 2007, the Funds’ primary exposures were in theEuroStoxx Index and E-MINI Nasdaq stock indices. The

24

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General Partner anticipates little, if any, trading in non-G-8 stock indices. The Funds are primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices. (Static markets would not cause major market changes but would make it difficult for the Funds to avoid being ‘‘whipsawed’’ into numerous small losses.)

Metals. The Funds’ primary metal market exposure is to fluctuations in the price of base metals copper, aluminum, and zinc.

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

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

Grains. The Funds commodities exposure is to agricultural price movemnts which are often directly affected by severe on unexpected weather conditions.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the Funds as of December 31, 2007.

Foreign Currency Balances. The Funds’ primary foreign currency balances are in Japanese yen, Euro and Swiss francs. The Advisors regularly convert foreign currency balances to U.S. dollars in an attempt to control the Funds’ non-trading risk.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

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

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

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

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

25

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Item 8.Financial Statements and Supplementary Data.

SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P.

INDEX TO FINANCIAL STATEMENTS

Page
NumberOath or Affirmation


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


F-4Reports of Independent Registered Public Accounting Firm


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


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


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


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


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


F-12Notes to Financial Statements


F-13 – F-20Selected Unaudited Quarterly Financial Data


F-21Financial Statements of CMF Campbell Master Fund L.P.Oath or Affirmation


F-22Report of Independent Registered Public Accounting Firm


F-23Statements of Financial Condition at December 31, 2007 and 2006


F-24Schedules of Investments at December 31, 2007 and 2006


F-25 – F-26Statements of Income and Expenses for the year ended December 31, 2007, 2006 and 2005


F-27Statements of Changes in Partners’ Capital for the years ended December 31, 2007, 2006 and 2005


F-28Statements of Cash Flows for the year ended December 31, 2007, 2006 and 2005


F-29Notes to Financial Statements


F-30 – F-34Selected Unaudited Quarterly Financial Data


F-35Financial Statements of CMF Aspect Master Fund L.P.Oath or Affirmation


F-36Report of Independent Registered Public Accounting Firm


F-37Statements of Financial Condition at December 31, 2007 and 2006


F-38Schedules of Investments at December 31, 2007 and 2006


F-39 – F-40


F-1

---



Page
NumberStatements of Income and Expenses for the years ended December 31, 2007, 2006 and for the period from March 1, 2005 (commencement of trading operations) to December 31, 2005


F-41Statements of Changes in Partners’ Capital for the years ended December 31, 2007, 2006 and for the period from March 1, 2005 (commencement of trading operations) to December 31, 2005


F-42Statements of Cash Flows for the years ended December 31, 2007, 2006 and for the
period from March 1, 2005 (commencement of trading operations) to December 31, 2005


F-43Notes to Financial Statements


F-44 – F-48Selected Unaudited Quarterly Financial Data


F-49Financial Statements of CMF Graham Master Fund L.P.Oath or Affirmation


F-50Report of Independent Registered Public Accounting Firm


F-51Statements of Financial Condition at December 31, 2007 and 2006


F-52Schedules of Investments at December 31, 2007 and 2006


F-53 – F-54Statements of Income and Expenses for the year ended December 31, 2007 and for the period from April 1, 2006 (commencement of trading operations) to December 31, 2006


F-55Statements of Changes in Partners’ Capital for the year ended December 31, 2007 and for the period from April 1, 2006 (commencement of trading operations) to December 31, 2006


F-56Statements of Cash Flows for the year ended December 31, 2007 and for the period from April 1, 2006 (commencement of trading operations) to December 31, 2006


F-57Notes to Financial Statements


F-58 – F-62Selected Unaudited Quarterly Financial Data


F-63Financial Statements of CMF SandRidge Master Fund L.P.Oath or Affirmation


F-64Report of Independent Registered Public Accounting Firm


F-65Statements of Financial Condition at December 31, 2007 and 2006


F-66Schedules of Investments at December 31, 2007 and 2006


F-67 – F-68Statements of Income and Expenses for the years ended December 31, 2007,
2006 and the period from December 1, 2005 (commencement of trading operations) to December 31, 2005.


F-69Statements of Changes in Partners’ Capital for the years ended December 31, 2007, 2006 and the period from December 1, 2005 (commencement of trading operations) to December 31, 2005.


F-70Statements of Cash Flows for the years ended December 31, 2007, 2006 and the period from December 1, 2005 (commencement of trading operations) to December 31, 2005.


F-71Notes to Financial Statements


F-72 – F-76Selected Unaudited Quarterly Financial Data


F-77


F-2

---



To the Limited Partners of
Salomon Smith Barney Diversified 2000 Futures Fund L.P.

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




|
|
|
|

| |     |                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | By: | Jennifer Magro
Chief Financial Officer and Director
Citigroup Managed Futures LLC
General Partner, Salomon Smith Barney
Diversified 2000 Futures Fund L.P.

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


F-3

---



Management’s Report on Internal Control over
Financial Reporting

The management of Salomon Smith Barney Diversified 2000 Futures Fund L.P. (the ‘‘Partnership’’), Citigroup Managed Futures LLC, is responsible for establishing and maintaining adequate internal control over financial reporting. The Partnership’s internal control system was designed to provide reasonable assurance to the Partnership’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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

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

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

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

F-4

---



Report of Independent Registered Public Accounting Firm

The Partners
Salomon Smith Barney Diversified 2000 Futures Fund L.P.:

We have audited Salomon Smith Barney Diversified 2000 Futures Fund L.P.’s internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.

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

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

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

In our opinion, Salomon Smith Barney Diversified 2000 Futures Fund L.P maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

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




New York, New York
March 24, 2008

F-5

---



Report of Independent Registered Public Accounting Firm

The Partners
Salomon Smith Barney Diversified 2000 Futures Fund L.P.:

We have audited the accompanying statements of financial condition of Salomon Smith Barney Diversified 2000 Futures Fund L.P. (the ‘‘Partnership’’), including the schedules of investments, as of December 31, 2007 and 2006, and the related statements of income and expenses, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2007. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Salomon Smith Barney Diversified 2000 Futures Fund L.P. as of December 31, 2007 and 2006, and the results of its operations, changes in partners’ capital, and its cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

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




New York, New York
March 24, 2008

F-6

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Statements of Financial Condition
December 31, 2007 and 2006

2007


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



$
100,065,792




$
129,972,868Cash




37,156





21,784Distribution receivable




196,781





—$
100,299,729




$
129,994,652Liabilities and Partners’ Capital:Liabilities:Accrued expenses:Brokerage commissions (Note 3c)



$
451,349




$
584,977Management fees (Note 3b)




145,600





190,721Incentive fees (Note 3b)




44,462





—Professional fees




36,819





26,260Other




22,014





14,916Redemptions payable (Note 6)




631,876





1,345,1801,332,120





2,162,054Partners’ Capital (Notes 1 and 6):General Partner, 2,005.1490 Unit equivalents outstanding in 2007
and 2006




2,583,895





2,595,846Limited Partners, 74,795.7497 and 96,738.7510 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




96,383,714





125,236,75298,967,609





127,832,598$
100,299,729




$
129,994,652


See accompanying notes to financial statements.

F-7

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Schedule of Investments
December 31, 2007

Fair Value


% of Partners’
CapitalInvestment in PartnershipsCMF Campbell Master Fund L.P.



$
26,332,937





26.61
%CMF Aspect Master Fund L.P.




33,241,108





33.59CMF Graham Capital Master Fund L.P.




30,339,599





30.65CMF SandRidge Master Fund L.P.




10,152,148





10.26Total investment in Partnerships, at fair value



$
100,065,792





101.11
%


See accompanying notes to financial statements.

F-8

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Schedule of Investments
December 31, 2006

Fair Value


% of Partners’
CapitalInvestment in PartnershipsJWH Strategic Allocation Master Fund LLC



$
17,469,448





13.67
%CMF Campbell Master Fund LP




36,965,458





28.92CMF Aspect Master Fund LP




40,017,301





31.30CMF Graham Capital Master Fund LP




35,520,661





27.79Total investment in Partnerships, at fair value



$
129,972,868





101.68
%


See accompanying notes to financial statements.

F-9

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Statements of Income and Expenses
for the years ended December 31, 2007, 2006 and 2005

2007


2006


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



$
(6,919,777
)



$
3,481,214




$
(8,018,204
)Change in net unrealized gains on open positions and investment in Partnerships




14,676,370





7,333,393





9,976,4877,756,593





10,814,607





1,958,283Interest income (Note 3c)




—





340,673





1,173,3697,756,593





11,155,280





3,131,652Expenses:Brokerage commissions including clearing fees of $0, $26,216 and $84,060, respectively (Note 3c)




6,291,793





7,537,110





8,705,761Management fees (Note 3b)




2,034,794





2,459,169





2,823,177Incentive fees (Note 3b)




44,462





—





491,538Professional fees




118,560





84,610





66,645Other expenses




68,575





50,657





27,3848,558,184





10,131,546





12,114,505Net income (loss)



$
(801,591
)



$
1,023,734




$
(8,982,853
)Net income (loss) per Redeemable Unit of Limited
Partnership Interest and General Partner Unit equivalent
(Notes 1 and 7)



$
(5.96
)



$
10.23




$
(62.99
)


See accompanying notes to financial statements.

F-10

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Statements of Changes in Partners’ Capital
for the years ended December 31, 2007, 2006 and 2005

Limited
Partners


General
Partner


TotalPartners’ Capital at December 31, 2004



$
177,593,707




$
2,701,638




$
180,295,345Net loss




(8,856,548
)




(126,305
)




(8,982,853
)Redemption of 17,808.0132 Redeemable Units of Limited Partnership Interest




(22,317,953
)




—





(22,317,953
)Partners’ Capital at December 31, 2005




146,419,206





2,575,333





148,994,539Net income




1,003,221





20,513





1,023,734Redemption of 17,263.3622 Redeemable Units of Limited Partnership Interest




(22,185,675
)




—





(22,185,675
)Partners’ Capital at December 31, 2006




125,236,752





2,595,846





127,832,598Net loss




(789,640
)




(11,951
)




(801,591
)Redemption of 21,943.0013 Redeemable Units of Limited Partnership Interest




(28,063,398
)




—





(28,063,398
)Partners’ Capital at December 31, 2007



$
96,383,714




$
2,583,895




$
98,967,609


Net Asset Value per Unit:

2005:



$
1,284.362006:



$
1,294.592007:



$
1,288.63


See accompanying notes to financial statements.

F-11

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Statements of Cash Flows
for the years ended December 31, 2007, 2006 and 2005

2007


2006


2005Cash flows from operating activities:Net income (loss)



$
(801,591
)



$
1,023,734




$
(8,982,853
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




—





3,917,513





22,229,648Purchase of investment in Partnerships




(9,635,703
)




(41,952,238
)




(97,259,467
)Proceeds from sale of investment in Partnerships




47,102,591





25,173,550





25,679,725Realized loss on sale of investment in Partnership




6,919,777





—





—Net unrealized (appreciation) depreciation on investment in Partnerships




(14,676,370
)




(3,608,829
)




(10,225,002
)(Increase) decrease in net unrealized appreciation on open futures positions




—





167,893





3,491,948(Increase) decrease in unrealized appreciation on open forward contracts




—





2,043,605





4,716,870(Increase) decrease in interest receivable




—





100,252





105,949Increase (decrease) in unrealized depreciation on open forward contracts




—





(1,173,919
)




(5,497,338
)Accrued expenses:Increase (decrease) in brokerage commissions




(133,628
)




(110,438
)




(156,041
)Increase (decrease) in management fees




(45,121
)




(38,566
)




(54,393
)Increase (decrease) incentive fees




44,462





(491,538
)




(1,429,375
)Increase (decrease) in professional fees




10,559





(4,800
)




(126,206
)Increase (decrease) in other




7,098





9,168





(16,359
)Net cash provided by (used in) operating activities




28,792,074





(14,944,613
)




(67,522,894
)Cash flows from financing activities:Payments for redemptions – Limited Partners




(28,776,702
)




(22,021,608
)




(23,766,641
)Net cash provided by (used in) financing activities




(28,776,702
)




(22,021,608
)




(23,766,641
)Net change in cash




15,372





(36,966,221
)




(91,289,535
)Unrestricted cash, at beginning of year




21,784





36,988,005





128,277,540Unrestricted cash, at end of year



$
37,156




$
21,784




$
36,988,005Non-cash financing activities:Contribution of open commodity futures and forwards positions



$
—




$
—




$
(3,531,670
)Distribution receivable



$
196,781




$
—




$
—


See accompanying notes to financial statements.

F-12

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

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

Salomon Smith Barney Diversified 2000 Futures Fund L.P. (the ‘‘Partnership’’) is a limited partnership which was organized under the partnership laws of the State of New York on August 25, 1999 to engage, directly and indirectly, in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options and forward contracts. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk.

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

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

The General Partner and each limited partner share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no limited partner shall be liable for obligations of the Partnership in excess of their initial capital contribution and profits, if any, net of distributions.

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

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

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

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

During the current year, the Partnership adopted FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (‘‘FIN 48’’). FIN 48 provides guidance for how uncertain tax

F-13

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

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

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

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

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

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

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

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

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The General Partner, on behalf of the Partnership, has entered into management agreements (the ‘‘Management Agreement’’) with John W. Henry & Company, Inc. (‘‘JWH’’), Graham Capital Management L.P. (‘‘Graham’’), Campbell & Company, Inc. (‘‘Campbell’’), Aspect Capital Limited (‘‘Aspect’’) and SandRidge Capital L.P. (‘‘SandRidge’’) (collectively, the ‘‘Advisors’’), each of which are registered commodity trading advisors. The Management Agreement with JWH was terminated as of March 31, 2007. The Advisors are not affiliated with one another, are not affiliated with the General Partner or CGM and are not responsible for the organization or operation of the Partnership. The Partnership will pay each Advisor a monthly management fee equal to 1/6 of 1% (2% per year) of month-end Net Assets allocated to the Advisor, except for Aspect, which will receive a monthly management fee equal to 1/12 of 1.25% (1.25% a year) of month-end Net Assets allocated to the Advisor. Month-end Net Assets, for the purpose of calculating management fees are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of redemptions and incentive fees.

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

F-14

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Partnership has entered into a customer agreement (the ‘‘Customer Agreement’’) which provides that the Partnership will pay CGM a brokerage fee equal to 5.4% per year calculated and paid monthly based on .45% of month-end Net Assets, in lieu of brokerage commissions on a per trade basis. Month-end Net Assets, for the purpose of calculating commissions are Net Assets, as defined in the Limited Partnership Agreement, prior to the reduction of accrued expenses and redemptions payable. CGM will pay a portion of brokerage fees to its financial advisors who have sold Redeemable Units in this Partnership. Brokerage fees will be paid for the life of the Partnership, although the rate at which such fees are paid may be changed. All National Futures Association fees as well as exchange, clearing, user, give-up and floor brokerage fees are borne by the Funds and allocated to the Partnership based on its proportionate share of each Fund. All of the Partnership’s assets are deposited in the Partnership’s account at CGM. The Partnership’s cash is deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. CGM has agreed to pay the Partnership interest on 80% of the average daily equity maintained in cash in the Partnership’s account during each month at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average noncompetitive yield on 3-month U.S. Treasury bills maturing in 30 days from the date on which such weekly rate is determined. The Customer Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

|   |                    
|-- | -------------------
|4. | Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. However, since the Partnership's investments are in the Funds, the results of the Partnership’s trading activity result from its investments in the Funds as shown in the Statements of Income and Expenses.

All of the commodity interests previously owned by the Partnership were held for trading purposes. The average fair value of the commodity interests held by the Partnership during the years ended December 31, 2007 and 2006, based on a monthly calculation, were $0 and $124,943, respectively.

|   |                           
|-- | --------------------------
|5. | Investment in Partnership:

On May 22, 2003, the Partnership allocated a portion of the Partnership’s capital to JWH Strategic Allocation Master Fund LLC, a New York Limited Liability Company (‘‘JWH Master’’). The Partnership purchased 14,370.0894 Units of JWH Master with cash equal to $27,367,545. JWH Master was formed in order to permit commodity pools managed now or in the future by JWH using the Strategic Allocation Program, JWH’s proprietary trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in JWH Master on March 31, 2007 resulting in a realized loss of $6,919,777.

On January 1, 2005, the assets allocated to Campbell for trading were invested in CMF Campbell Master Fund L.P. (‘‘Campbell Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 51,356.1905 Units of Campbell Master with cash equal to $50,768,573, and a contribution of open commodity futures and forward positions with a fair value of $587,618. Campbell Master was formed in order to permit commodity pools managed now or in the future by Campbell using the Financial, Metal and Energy (‘‘FME’’) Portfolio, to invest together in one trading vehicle. The General Partner is also the general partner of Campbell Master. Individual and pooled accounts currently managed by Campbell, including the Partnership, are permitted to be limited partners of Campbell Master. The General Partner and Campbell believe that trading through this structure should promote efficiency and economy in the trading process.

F-15

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

On March 1, 2005, the assets allocated to Aspect for trading were invested in CMF Aspect Master Fund L.P. (‘‘Aspect Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 43,434.9465 Units of Aspect Master with cash equal to $40,490,895, and a contribution of open commodity futures and forward positions with a fair value of $2,944,052. Aspect Master was formed in order to permit commodity pools managed now or in the future by Aspect using the Diversified Program to invest together in one trading vehicle. The General Partner is also the general partner of Aspect Master. Individual and pooled accounts currently managed by Aspect, including the Partnership, are permitted to be limited partners of Aspect Master. The General Partner and Aspect believe that trading through this structure should promote efficiency and economy in the trading process.

On April 1, 2006, the assets allocated to Graham for trading were invested in CMF Graham Capital Master Fund L.P. (‘‘Graham Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 41,952.2380 Units of Graham Master with cash equal to $41,952,238. Graham Master was formed in order to permit commodity pools managed now or in the future by Graham using the Multi-Trend Program at 125% leverage, to invest together in one trading vehicle. The General Partner is also the general partner of Graham Master. Individual and pooled accounts currently managed by Graham, including the Partnership, are permitted to be limited partners of Graham Master. The General Partner and Graham believe that trading through this structure should promote efficiency and economy in the trading process.

On April 1, 2007, the assets previously allocated to JWH Master were allocated to SandRidge for trading. These assets were invested in the CMF SandRidge Master Fund L.P. (‘‘SandRidge Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 7,659.0734 Units of SandRidge Master with cash equal to $9,635,703. SandRidge Master was formed in order to permit commodity pools managed now or in the future by SandRidge using the Managed Account Program (‘‘the Program’’), to invest together in one trading vehicle. The General Partner is also the general partner of SandRidge Master. Individual and pooled accounts currently managed by SandRidge, including the Partnership, are permitted to be limited partners of SandRidge Master. The General Partner and SandRidge believe that trading through this structure should promote efficiency and economy in the trading process.

Campbell Master’s, Aspect Master’s, Graham Master’s and SandRidge Master’s (collectively, the ‘‘Funds’’) trading of futures, forwards and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained with CGM.

At December 31, 2007, the Partnership owned 12.2% of Campbell Master, 16.4% of Aspect Master, 14.2% of Graham Master and 3.2% of SandRidge Master. At December 31, 2006, the Partnership owned 11.3% of Campbell Master, 18.8% of Aspect Master and 15.6% of Graham Master. At December 31, 2006, the Partnership owned 16.8% of JWH Master. As previously noted, the Partnership sold its investment in JWH Master on March 31, 2007. Campbell, Aspect, Graham and SandRidge intend to continue to invest the assets allocated to each by the Partnership in Campbell Master, Aspect Master, Graham Master and SandRidge Master, respectively. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same and redemption rights are not affected.

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

F-16

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

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

Summarized information reflecting the Total Assets, Liabilities and Capital for the Funds.

December 31, 2007Total Assets


Total Liabilities


Total CapitalCampbell Master



$
226,825,488




$
10,129,288




$
216,696,200Aspect Master




209,651,889





6,956,669





202,695,220Graham Master




223,277,892





9,683,505





213,594,387SandRidge Master




319,006,831





6,475,106





312,531,725Total



$
978,762,100




$
33,244,568




$
945,517,532


December 31, 2006Total Assets


Total Liabilities


Total CapitalJWH Master



$
105,583,078




$
1,733,166




$
103,849,912Campbell Master




338,859,002





11,768,612





327,090,390Aspect Master




214,046,989





2,288,076





211,758,913Graham Master




229,982,015





3,308,499





226,673,516Total



$
888,471,084




$
19,098,353




$
869,372,731


F-17

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

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

Investment


% of
Partnership’s
Net Assets


Fair
Value


Income
(Loss)


Expenses


Net
Income
(Loss)


Investment
Objective


Redemptions
PermittedCommissions


OtherFor the year ended December 31, 2007JWH Master




—




$
—




$
(1,620,737
)



$
7,358




$
1,458




$
(1,629,553
)


Commodity
Portfolio


MonthlyCampbell Master




26.61
%




26,332,937





(2,143,088
)




52,573





4,568





(2,200,229
)


Financials,
Metals &
Energy
Portfolio


MonthlyAspect Master




33.59
%




33,241,108





4,490,856





77,325





4,770





4,408,761



Commodity
Portfolio


MonthlyGraham Master




30.65
%




30,339,599





6,267,220





135,663





4,816





6,126,741



Commodity
Portfolio


MonthlySandRidge Master




10.26
%




10,152,148





1,079,420





20,092





8,455





1,050,873



Energy
Portfolio


MonthlyTotal









$
100,065,792




$
8,073,671




$
293,011




$
24,067




$
7,756,593
*For the year ended December 31, 2006JWH Master




13.67
%



$
17,469,448




$
(2,422,254
)



$
40,789




$
920




$
(2,463,963
)


Commodity
Portfolio


MonthlyCampbell Master




28.92
%




36,965,458





3,985,730





36,505





5,912





3,943,313



Financials,
Metals &
Energy
Portfolio


MonthlyAspect Master




31.30
%




40,017,301





6,102,503





89,949





5,192





6,007,362



Commodity
Portfolio


MonthlyGraham Master




27.79
%




35,520,661





982,445





89,577





8,339





884,529



Commodity
Portfolio


MonthlyTotal









$
129,972,868




$
8,648,424




$
256,820




$
20,363




$
8,371,241


|
|
|
|

|* | The sale of the Partnership’s investment in JWH Master on March 31, 2007 resulted in the reversal of accumulated unrealized losses of $6,919,777 to realized losses, as disclosed on the Statements of Income and Expenses.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Distributions of profits, if any, will be made at the sole discretion of the General Partner and at such times as the General Partner may decide. A Limited Partner may require the Partnership to redeem their Redeemable Units at their redemption value per Redeemable Unit as of the last day of each month ending at least three months after their issuance on ten days’ notice to the General Partner. There is no fee charged to limited partners in connection with redemptions.

F-18

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

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

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

2007


2006


2005Net realized and unrealized gains (losses)*



$
19.11




$
31.32




$
(45.13
)Interest income




—





2.99





9.37Expenses**




(25.07
)




(24.08
)




(27.23
)Increase (decrease) for the year




(5.96
)




10.23





(62.99
)Net Asset Value per Redeemable Unit of Limited Partnership Interest, beginning of year




1,294.59





1,284.36





1,347.35Net Asset Value per Redeemable Unit of Limited Partnership Interest, end of year



$
1,288.63




$
1,294.59




$
1,284.36


|
|
|
|

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

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

2007


2006


2005Ratios to Average Net Assets:Net investment loss before incentive fees***




(7.4
)%




(7.1
)%




(6.6
)%Operating expenses




7.4
%




7.4
%




7.4
%Incentive fees




—
%




—
%




0.3
%Total expenses




7.4
%




7.4
%




7.7
%Total return:Total return before incentive fees




(0.4
)%




0.8
%




(4.4
)%Incentive fees




(0.1
)%




—
%




(0.3
)%Total return after incentive fees




(0.5
)%




0.8
%




(4.7
)%


|
|
|
|

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

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

|   |                            
|-- | ---------------------------
|8. | Financial Instrument Risks:

In the normal course of its business, the Partnership through its investments in the Funds is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various

F-19

---



Salomon Smith Barney
Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
December 31, 2007

risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Funds due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Funds’ risk of loss in the event of counterparty default is typically limited to the amounts recognized in their Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Funds have credit risk and concentration risk because the sole counterparty or broker with respect to the Funds’ assets is CGM.

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

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

9.    Recent Accounting Pronouncement:

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

F-20

---



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

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


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


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


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



$
2,627,277




$
(9,767,445
)



$
17,798,330




$
(9,193,362
)Net income (loss)



$
2,065,506




$
(9,934,340
)



$
16,830,609




$
(9,763,366
)Increase (decrease) in Net Asset Value per Unit



$
23.41




$
(109.99
)



$
180.99




$
(100.37
)


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


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


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


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



$
6,382,584




$
(4,928,601
)



$
(2,853,858
)



$
5,018,045Net income (loss)



$
5,778,964




$
(5,544,653
)



$
(3,202,566
)



$
3,991,989Increase (decrease) in Net Asset Value per Unit



$
57.51




$
(52.44
)



$
(30.52
)



$
35.68


F-21

---



To the Limited Partners of
CMF Campbell Master Fund L.P.

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




|
|
|
|

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


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


F-22

---



Report of Independent Registered Public Accounting Firm

The Partners
CMF Campbell Master Fund L.P.:

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

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

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




New York, New York
March 24, 2008

F-23

---



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

2007


2006Assets:Equity in commodity futures trading account:Cash (restricted $17,299,861 and $44,317,594 in 2007 and 2006, respectively) (Note 3c)



$
219,631,424




$
308,294,750Net unrealized appreciation on open futures positions




1,316,942





8,775,240Unrealized appreciation on open forward contracts




5,178,307





20,584,058Commodity options owned, at fair value (cost $269,832 and $164,395 in 2007 and 2006, respectively)




263,000





210,824226,389,673





337,864,872Interest receivable




435,815





994,130$
226,825,488




$
338,859,002Liabilities and Partners’ Capital:Liabilities:Unrealized depreciation on open forward contracts



$
7,684,822




$
10,679,753Commodity options written, at fair value (premium $153,329 and $97,503 in 2007 and 2006, respectively)




110,504





83,396Accrued expenses:Professional fees




22,189





11,333Redemption payable (Note 5)




1,875,958





—Distribution payable (Note 5)




435,815





994,13010,129,288





11,768,612Partners’ Capital:Limited Partners’ Capital, 197,763.9128 and 268,161.6187 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




216,696,200





327,090,390$
226,825,488




$
338,859,002


See accompanying notes to financial statements.

F-24

---



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

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy



$
504,120





0.23
%Interest Rates Non-U.S.




111,291





0.05Interest Rates U.S.




380,506





0.18Indices




698,091





0.32Metals




215,440





0.10Total futures contracts purchased




1,909,448





0.88Futures Contracts SoldEnergy




(391,048
)




(0.18
)Interest Rates Non-U.S.




(159,023
)




(0.07
)Interest Rates U.S.




(3,078
)




(0.00
)*Indices




(39,357
)




(0.02
)Total futures contracts sold




(592,506
)




(0.27
)Unrealized Appreciation on Forward ContractsCurrencies




5,081,872





2.35Metals




96,435





0.04Total unrealized appreciation on forward contracts




5,178,307





2.39Unrealized Depreciation on Forward ContractsCurrencies




(7,615,465
)




(3.52
)Metals




(69,357
)




(0.03
)Total unrealized depreciation on forward contracts




(7,684,822
)




(3.55
)Options OwnedEnergy




263,000





0.12Options WrittenEnergy




(110,504
)




(0.05
)Total fair value



$
(1,037,077
)




(0.48
)%


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

See accompanying notes to financial statements.

F-25

---



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

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy



$
(3,080,773
)




(0.94
)%Interest Rates Non-U.S.




(339,745
)




(0.10
)Indices




3,819,509





1.17Total futures contracts purchased




398,991





0.13Futures Contracts SoldEnergy




72,080





0.02Interest Rates Non-U.S.




5,660,416





1.73Interest Rates U.S.




2,734,573





0.84Metals




(90,820
)




(0.03
)Total futures contracts sold




8,376,249





2.56Unrealized Appreciation on Forward ContractsCurrencies




20,233,076





6.19Metals




350,982





0.11Total unrealized appreciation on forward contracts




20,584,058





6.30Unrealized Depreciation on Forward ContractsCurrencies




(10,161,006
)




(3.11
)Metals




(518,747
)




(0.16
)Total unrealized depreciation on forward contracts




(10,679,753
)




(3.27
)Options OwnedEnergy




210,824





0.06Options WrittenEnergy




(83,396
)




(0.03
)Total fair value



$
18,806,973





5.75
%


See accompanying notes to financial statements.

F-26

---



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

2007


2006


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



$
(7,020,650
)



$
(8,703,477
)



$
53,405,733Change in net unrealized gains (losses) on open positions




(19,893,661
)




29,791,293





(13,918,072
)(26,914,311
)




21,087,816





39,487,661Interest income




9,721,573





12,424,375





6,863,937(17,192,738
)




33,512,191





46,351,598Expenses:Clearing fees




436,254





318,206





485,726Professional fees




38,051





52,325





54,450474,305





370,531





540,176Net income (loss)



$
(17,667,043
)



$
33,141,660




$
45,811,422Net income (loss) per Redeemable Unit of Limited Partnership Interest (Notes 1 and 6)



$
(82.98
)



$
123.70




$
163.17


See accompanying notes to financial statements.

F-27

---



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

Partners’
CapitalInitial capital contribution from Limited Partners at January 1, 2005 representing 283,959.2998 Units



$
283,959,300Net income




45,811,422Sale of 78,580.3523 Redeemable Units of Limited Partnership Interest




83,741,000Redemption of 75,937.9320 Redeemable Units of Limited Partnership Interest




(80,257,012
)Distribution of interest income to feeder funds




(6,863,937
)Partners’ Capital at December 31, 2005




326,390,773Net income




33,141,660Sale of 43,164.5073 Redeemable Units of Limited Partnership Interest




50,450,807Redemption of 61,604.6087 Redeemable Units of Limited Partnership Interest




(70,468,475
)Distribution of interest income to feeder funds




(12,424,375
)Partners’ Capital at December 31, 2006




327,090,390Net loss




(17,667,043
)Sale of 6,744.0375 Redeemable Units of Limited Partnership Interest




7,969,328Redemption of 77,141.7434 Redeemable Units of Limited Partnership Interest




(90,974,902
)Distribution of interest income to feeder funds




(9,721,573
)Partners’ Capital at December 31, 2007



$
216,696,200Net Asset Value per Redeemable Unit of Limited Partnership Interest:


2005:


$1,138.832006:


$1,219.752007:


$1,095.73


See accompanying notes to financial statements.

F-28

---



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

2007


2006


2005Cash flows from operating activities:Net income (loss)



$
(17,667,043
)



$
33,141,660




$
45,811,422Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




27,017,733





(1,841,401
)




(42,476,193
)(Increase) decrease in net unrealized appreciation on open futures positions




7,458,298





(8,775,240
)




4,370,478(Increase) decrease in unrealized appreciation on open forward contracts




15,405,751





(11,480,970
)




7,141,687(Increase) decrease in options owned, at fair value




(52,176
)




(210,824
)




—(Increase) decrease in interest receivable




558,315





(214,364
)




(779,766
)Increase (decrease) in net unrealized depreciation on open futures positions




—





(607,801
)




607,801Increase (decrease) in unrealized depreciation on open forward contracts




(2,994,931
)




(8,866,746
)




1,798,105Increase (decrease) in options written, at fair value




27,108





83,396





—Accrued expenses:Increase (decrease) in professional fees




10,856





(30,142
)




41,475Net cash provided by (used in) operating activities




29,763,911





1,197,568





16,515,009Cash flows from financing activities:Proceeds from additions – Limited Partners




7,969,328





50,450,807





364,833,441Payments for redemptions – Limited Partners




(89,098,944
)




(70,468,475
)




(80,257,012
)Distribution of interest income to feeder funds




(10,279,888
)




(12,210,011
)




(6,084,171
)Net cash provided by (used in) financing activities




(91,409,504
)




(32,227,679
)




278,492,258Net change in unrestricted cash




(61,645,593
)




(31,030,111
)




295,007,267Unrestricted cash, at beginning of year




263,977,156





295,007,267





—Unrestricted cash, at end of year



$
202,331,563




$
263,977,156




$
295,007,267Non cash financing activities:Contribution of open commodity futures and forwards positions



$
—




$
—




$
2,866,859Redemption



$
1,875,958




$
—




$
—


See accompanying notes to financial statements.

F-29

---



CMF Campbell Master Fund L.P.

Notes to Financial Statements
December 31, 2007

1.    Partnership Organization:

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

On January 1, 2005, (date Master commenced trading operations), Smith Barney Potomac Futures Fund L.P. (‘‘Potomac’’) allocated substantially all its capital and Smith Barney Diversified Futures Fund L.P. (‘‘Diversified’’), Smith Barney Diversified Futures Fund L.P. II (‘‘Diversified II’’), Smith Barney Global Markets Futures Fund L.P. (‘‘Global Markets’’), Salomon Smith Barney Global Diversified Futures Fund L.P. (‘‘Global Diversified’’) and Salomon Smith Barney Diversified 2000 Futures Fund L.P. (‘‘Diversified 2000’’) allocated a portion of their capital to the Master. Potomac purchased 173,788.6446 Units of the Master with cash equal to $172,205,653 and a contribution of open commodity futures and forwards positions with a fair value of $1,582,922, Diversified purchased 19,621.1422 Units of the Master with cash equal to $19,428,630 and a contribution of open commodity futures and forwards positions with a fair value of $192,512, Diversified II purchased 18,800.3931 Units of the Master with cash equal to $18,587,905 and a contribution of open commodity futures and forwards positions with a fair value of $212,488, Global Markets purchased 2,858.0358 Units of the Master with cash equal to $2,759,784 and a contribution of open commodity futures and forwards positions with a fair value of $98,252 Global Diversified purchased 17,534.8936 Units of the Master with cash equal to $17,341,826 and a contribution of open commodity futures and forwards positions with a fair value of $193,067 and Diversified 2000 purchased 51,356.1905 Units of the Master with cash equal to $50,768,573 and a contribution of open commodity futures and forwards positions with a fair value of $587,618. On December 31, 2007, Global Markets redeemed its entire investment of 0.9% in the Master. This amounted to 1,712.0595 units totaling $1,880,624, which includes interest of $4,666 that is included as part of distribution payable in the Statements of Financial Condition. The Master was formed to permit commodity pools managed now and in the future by Campbell and Company Inc. (the ‘‘Advisor’’), using the FME Large Portfolio Program, the Advisor’s Proprietary trading program, to invest together in one trading vehicle.

The Master operates under a structure where its investors consist of Potomac, Diversified, Diversified II, Global Diversified and Diversified 2000 (each a ‘‘Feeder’’, collectively the ‘‘Funds’’) with 72.0%, 5.1%, 5.8%, 4.9%, and 12.2% investments in the Master at December 31, 2007, respectively. Potomac, Diversified, Diversified II, Global Markets, Global Diversified and Diversified 2000 owned 74.0%, 4.4%, 5.1%, 0.9%, 4.3%, and 11.3% investments in the Master at December 31, 2006, respectively.

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

2.    Accounting Policies:

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

F-30

---



CMF Campbell Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

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

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

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

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

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

3.    Agreements:

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

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

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

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

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

| |                                                                                        
| | ---------------------------------------------------------------------------------------
| | The Master has entered into a Customer Agreement with CGM whereby CGM provides services

F-31

---



CMF Campbell Master Fund L.P.

Notes to Financial Statements
December 31, 2007

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | which include, among other things, the execution of transactions for the Master’s account in accordance with orders placed by the Advisor. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Master. All other fees including CGM’s direct brokerage commission shall be borne by the Funds. All of the Master’s assets are deposited in the Master’s account at CGM. The Master’s cash is deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2007 and 2006, the amount of cash held by the Master for margin requirements was $17,299,861 and $44,317,594, respectively. The Customer Agreement between the Master and CGM gives the Master the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

4.    Trading Activities:

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

All of the commodity interests owned by the Master are held for trading purposes. The average fair value during the years ended December 31, 2007 and 2006, based on a monthly calculation, was $7,515,114 and $3,493,466, respectively.

5.    Distributions and Redemptions:

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

6.    Financial Highlights:

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

2007


2006


2005Net realized and unrealized gains (losses)*



$
(123.87
)



$
81.10




$
139.02Interest income




41.04





42.78





24.34Expenses**




(0.15
)




(0.18
)




(0.19
)Increase (decrease) for the year




(82.98
)




123.70





163.17Distribution of interest income to feeder funds




(41.04
)




(42.78
)




(24.34
)Net Asset Value per Redeemable Unit of Limited Partnership Interest, beginning of year




1,219.75





1,138.83





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



$
1,095.73




$
1,219.75




$
1,138.83


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

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

F-32

---



CMF Campbell Master Fund L.P.

Notes to Financial Statements
December 31, 2007

Ratios to average net assets:Net investment income***




3.3
%




3.6
%




2.2
%Operating expenses




0.2
%




0.1
%




0.2
%Total return




(6.8
)%




10.9
%




16.3
%


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

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

7.    Financial Instrument Risks:

In the normal course of its business, the Master is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Master due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

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

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

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

8.    Recent Accounting Pronouncement:

On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (FAS 161). FAS 161

F-33

---



CMF Campbell Master Fund L.P.

Notes to Financial Statements
December 31, 2007

requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 161 and its impact on the financial statements has not yet been determined.

F-34

---



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

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


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


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


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



$
(1,543,815
)



$
(42,641,288
)



$
41,745,049




$
(15,188,938
)Net income (loss)



$
(1,548,757
)



$
(42,653,118
)



$
41,733,260




$
(15,198,428
)Increase (decrease) in Net Asset Value per Unit



$
(9.68
)



$
(184.66
)



$
171.71




$
(60.35
)


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


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


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


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



$
34,646,654




$
(6,530,578
)



$
(18,080,991
)



$
23,158,900Net income (loss)



$
34,612,673




$
(6,536,759
)



$
(18,087,106
)



$
23,152,852Increase (decrease) in Net Asset Value per Redeemable Unit



$
127.37




$
(22.81
)



$
(59.66
)



$
78.80


F-35

---



To the Limited Partners of
CMF Aspect Master Fund L.P.

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




|
|
|
|

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


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


F-36

---



Report of Independent Registered Public Accounting Firm

The Partners
CMF Aspect Master Fund L.P.:

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

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

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




New York, New York
March 24, 2008

F-37

---



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

2007


2006Assets:Equity in commodity futures trading account:Cash (restricted $26,790,029 and $27,065,132 in 2007 and 2006, respectively) (Note 3c)



$
199,138,983




$
201,780,901Net unrealized appreciation on open futures contracts




7,548,017





6,633,766Unrealized appreciation on open forward contracts




2,552,933





4,960,606209,239,933





213,375,273Interest receivable




411,956





671,716$
209,651,889




$
214,046,989Liabilities and Partners’ Capital:Liabilities:Unrealized depreciation on open forward contracts



$
2,353,916




$
1,596,757Accrued expenses:Professional fees




21,488





19,603Distribution payable (Note 5)




411,956





671,716Redemption payable (Note 5)




4,169,309





—6,956,669





2,288,076Partners’ Capital:Limited Partners’ Capital, 145,379.0375 and 165,387.2490 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




202,695,220





211,758,913$
209,651,889




$
214,046,989


See accompanying notes to financial statements.

F-38

---



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

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy



$
1,962,673





0.97
%Grains




1,862,650





0.92Interest Rates U.S.




1,202,975





0.59Interest Rates Non-U.S.




1,031,546





0.51Indices




134,363





0.07Metals




574,260





0.28Softs




51,114





0.02Total futures contracts purchased




6,819,581





3.36Futures Contracts SoldEnergy




(330,950
)




(0.16
)Livestock




170,140





0.08Interest Rates Non-U.S.




676,237





0.33Indices




245,479





0.12Metals




(30,150
)




(0.01
)Softs




(2,320
)




(0.00
)*Total futures contracts sold




728,436





0.36Unrealized Appreciation on Open Forward ContractsCurrencies




1,490,999





0.74Metals




1,061,934





0.52Total unrealized appreciation on open forward contracts




2,552,933





1.26Unrealized Depreciation on Open Forward ContractsCurrencies




(1,864,872
)




(0.92
)Metals




(489,044
)




(0.24
)Total unrealized depreciation on open forward contracts




(2,353,916
)




(1.16
)Total fair value



$
7,747,034





3.82
%


* Due to rounding

See accompanying notes to financial statements.

F-39

---



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

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy



$
(42,180
)




(0.02
)%Grains




649,053





0.31Livestock




(5,600
)




(0.00
)*Interest Rates U.S.




(8,200
)




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




(181,399
)




(0.09
)Indices




1,638,677





0.77Metals




(171,813
)




(0.08
)Softs




21,967





0.01Total futures contracts purchased




1,900,505





0.90Futures Contracts SoldEnergy




3,331,560





1.57Livestock




(16,270
)




(0.01
)Interest Rates U.S.




68,185





0.03Interest Rates Non-U.S.




1,380,531





0.65Indices




50,029





0.02Softs




(80,774
)




(0.03
)Total futures contracts sold




4,733,261





2.23Unrealized Appreciation on Open Forward ContractsCurrencies




3,024,560





1.43Metals




1,936,046





0.91Total unrealized appreciation on open forward contracts




4,960,606





2.34Unrealized Depreciation on Open Forward ContractsCurrencies




(206,167
)




(0.10
)Metals




(1,390,590
)




(0.65
)Total unrealized depreciation on open forward contracts




(1,596,757
)




(0.75
)Total fair value



$
9,997,615





4.72
%


* Due to rounding

See accompanying notes to financial statements.

F-40

---



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

2007


2006


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



$
20,714,242




$
17,726,947




$
35,592,451Change in net unrealized gains (losses) on open positions




(2,250,581
)




5,369,829





(7,930,877
)18,463,661





23,096,776





27,661,574Interest income




7,517,273





7,531,039





4,132,34425,980,934





30,627,815





31,793,918Expenses:Clearing fees




431,717





453,387





420,212Professional fees




26,148





24,429





63,208457,865





477,816





483,420Net income



$
25,523,069




$
30,149,999




$
31,310,498Net income per Redeemable Unit of Limited Partnership Interest (Notes 1 and 6)



$
160.42




$
180.03




$
167.36


See accompanying notes to financial statements.

F-41

---



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

Limited
Partners’
CapitalInitial capital contribution from Limited Partners at
March 1, 2005 representing 190,791.1121 Units



$
190,791,112Net income




31,310,498Sale of 38,062.5731 Redeemable Units of Limited Partnership Interest




40,018,580Redemption of 58,712.7861 Redeemable Units of Limited Partnership Interest




(63,160,903
)Distribution of interest income to feeder funds




(4,132,344
)Partners’ Capital at December 31, 2005




194,826,943Net income




30,149,999Sale of 24,832.0192 Redeemable Units of Limited Partnership Interest




29,793,461Redemption of 29,585.6693 Redeemable Units of Limited Partnership Interest




(35,480,451
)Distribution of interest income to feeder funds




(7,531,039
)Partners’ Capital at December 31, 2006




211,758,913Net income




25,523,069Sale of 12,102.0599 Redeemable Units of Limited Partnership Interest




15,485,588Redemption of 32,110.2714 Redeemable Units of Limited Partnership Interest




(42,555,077
)Distribution of interest income to feeder funds




(7,517,273
)Partners’ Capital at December 31, 2007



$
202,695,220


Net Asset Value per Redeemable Unit of Limited Partnership Interest:2005:


$1,145.092006:


$1,280.382007:


$1,394.25


See accompanying notes to financial statements.

F-42

---



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

2007


2006


2005Cash flows from operating activities:Net income



$
25,523,069




$
30,149,999




$
31,310,498Adjustments to reconcile net income to net cash
provided by operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




275,103





(2,065,107
)




(25,000,025
)(Increase) decrease in net unrealized appreciation on open futures positions




(914,251
)




(2,635,090
)




6,179,942(Increase) decrease in unrealized appreciation on open forward contracts




2,407,673





823,384





5,263,622(Increase) decrease in interest receivable




259,760





(190,964
)




(480,752
)Increase (decrease) in unrealized depreciation on open forward contracts




757,159





(3,558,123
)




(3,512,687
)Accrued expenses:Increase (decrease) in professional fees




1,885





(25,397
)




45,000Net cash provided by operating activities




28,310,398





22,498,702





13,805,598Cash flows from financing activities:Proceeds from additions




15,485,588





29,793,461





218,251,029Payments for redemptions




(38,385,768
)




(35,480,451
)




(63,160,903
)Distribution of interest income to feeder funds




(7,777,033
)




(7,340,075
)




(3,651,592
)Net cash provided by (used in) financing activities




(30,677,213
)




(13,027,065
)




151,438,534Net change in unrestricted cash




(2,366,815
)




9,471,637





165,244,132Unrestricted cash, at beginning of period




174,715,769





165,244,132





—Unrestricted cash, at end of period



$
172,348,954




$
174,715,769




$
165,244,132Non-cash financing activities:Contribution of open commodity futures and forwards positions



$
—




$
—




$
12,558,663Increase in redemption payable



$
4,169,309




$
—




$
—


See accompanying notes to financial statements.

F-43

---



CMF Aspect Master Fund L.P.

Notes to Financial Statements
December 31, 2007

1.    Partnership Organization:

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

On March 1, 2005 (date Master commenced trading), Smith Barney Diversified 2000 Futures Fund L.P. (‘‘Diversified 2000’’), Salomon Smith Barney Global Diversified Futures Fund L.P. (‘‘Global Diversified’’) and Citigroup Diversified Futures Fund L.P. (‘‘Citigroup Diversified’’) allocated a portion of its capital to the Master. Diversified 2000 purchased 43,434.9465 Units of the Master with cash equal to $40,490,895, and a contribution of open commodity futures and forward positions with a fair value of $2,944,052. Global Diversified purchased 16,015.3206 Units of the Master with cash equal to $14,955,106 and a contribution of open commodity futures and forwards positions with a fair value of $1,060,214. Citigroup Diversified purchased 131,340.8450 Units of the Master with cash equal to $122,786,448 and a contribution of open commodity futures and forward positions with a fair value of $8,554,397. On July 1, 2005 CMF Institutional Futures Portfolio L.P. (‘‘CMF Institutional’’) purchased 6,469.5213 Units of the Master with cash equal to $7,000,000. On June 1, 2006, Legion Aspect (‘‘Legion’’) purchased 2,450.2307 Units of the Master with cash equal to 3,000,000. On March 1, 2007, Citigroup Global Futures Fund LTD (‘‘Global Futures’’) purchased 2,015.3949 Units of the Master with cash equal to $2,500,000. On December 31, 2007, Legion redeemed its entire investment in the Master. This amounted to 2,990.3524 units with a fair value of $4,179,464, which includes interest income of $10,155 that is included as part of distribution payable in the Statements of Financial Condition. The Master was formed to permit commodity pools managed now or in the future by Aspect Capital Limited (the ‘‘Advisor’’) using the Diversified Program, the Advisor’s proprietary trading program, to invest together in one vehicle.

The Master operates under a structure where its investors consist of CMF Institutional, Diversified 2000, Global Diversified, Citigroup Diversified and Global Futures (each a ‘‘Feeder,’’ collectively the ‘‘Funds’’) with 6.9%, 16.4%, 7.0%, 65.3%, and 4.4% investments in the Master at December 31, 2007, respectively. CMF Institutional, Diversified 2000, Global Diversified, Citigroup Diversified and Legion owned 4.7%, 18.8%, 7.0% and 68.0% and 1.5% investments in the Master at December 31, 2006, respectively.

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

2.    Accounting Policies:

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

F-44

---



CMF Aspect Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

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

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

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

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

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

3.    Agreements:

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

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

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

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

F-45

---



CMF Aspect Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Master has entered into a Customer Agreement with CGM whereby CGM provides services which include, among other things, the execution of transactions for the Master’s account in accordance with orders placed by the Advisor. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Master. All other fees including CGM’s direct brokerage commission shall be borne by the Funds. All of the Master’s assets are deposited in the Master’s account at CGM. The Master’s cash is deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2007 and 2006, the amount of cash held by the Master for margin requirements was $26,790,029 and $27,065,132, respectively. The Customer Agreement between the Master and CGM gives the Master the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

4.    Trading Activities:

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

All of the commodity interests owned by the Master are held for trading purposes. The average fair value during the years ended December 31, 2007 and 2006 based on a monthly calculation, was $3,344,872 and $8,170,557, respectively.

5.    Distributions and Redemptions:

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

F-46

---



CMF Aspect Master Fund L.P.

Notes to Financial Statements
December 31, 2007

6.    Financial Highlights:

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

2007


2006


2005Net realized and unrealized gains*



$
114.03




$
135.44




$
145.44Interest income




46.55





44.74





22.27Expenses**




(0.16
)




(0.15
)




(0.35
)Increase for the period




160.42





180.03





167.36Distribution of interest income to feeder funds




(46.55
)




(44.74
)




(22.27
)Net Asset Value per Redeemable Unit of Limited Partnership Interest, beginning of period




1,280.38





1,145.09





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



$
1,394.25




$
1,280.38




$
1,145.09


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

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

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




3.3
%




3.5
%




1.8
%****Operating expenses




0.2
%




0.2
%




0.2
%****Total return




12.5
%




15.7
%




16.7
%


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

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

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

7.    Financial Instrument Risks:

In the normal course of its business, the Master is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Master due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

F-47

---



CMF Aspect Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

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

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

8.    Recent Accounting Pronouncement:

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

F-48

---



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

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


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


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


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



$
14,896,548




$
(14,493,042
)



$
34,069,186




$
(8,923,475
)Net income (loss)



$
14,892,989




$
(14,499,836
)



$
34,061,861




$
(8,931,945
)Increase (decrease) in Net Asset Value per Unit



$
97.45




$
(90.31
)



$
207.47




$
(54.19
)


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


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


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


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



$
21,917,821




$
(9,490,618
)



$
3,961,519




$
13,785,706Net income (loss)



$
21,929,535




$
(9,496,474
)



$
3,948,232




$
13,768,706Increase (decrease) in Net Asset Value per Redeemable Unit



$
131.64




$
(56.10
)



$
22.77




$
81.72


F-49

---



To the Limited Partners of
CMF Graham Capital Master Fund L.P.

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




|
|
|
|

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


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


F-50

---



Report of Independent Registered Public Accounting Firm

The Partners
CMF Graham Capital Master Fund L.P.:

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

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

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




New York, New York
March 24, 2008

F-51

---



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

2007


2006Assets:Equity in commodity futures trading account:Cash (restricted $24,672,137 and $50,059,681 in 2007 and 2006, respectively) (Note 3c)



$
215,782,212




$
219,754,941Net unrealized appreciation on open futures contracts




278,888





3,678,200Unrealized appreciation on open forward contracts




6,792,116





5,812,534222,853,216





229,245,675Interest receivable




424,676





736,340$
223,277,892




$
229,982,015Liabilities and Partners’ Capital:Liabilities:Unrealized depreciation on open forward contracts



$
7,439,350




$
2,555,481Accrued expenses:Professional fees




24,122





16,678Distribution payable (Note 5)




424,676





736,340Redemptions Payable (Note 5)




1,795,357





—9,683,505





3,308,499Partners’ Capital:Limited Partners’ Capital, 186,334.8221 and 227,674.0725 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




213,594,387





226,673,516$
223,277,892




$
229,982,015


See accompanying notes to financial statements.

F-52

---



CMF Graham Capital Master Fund L.P.
Schedule of Investments
December 31, 2007

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy



$
184,162





0.09
%Grains




219,977





0.10Indices




8,906





0.00
*Interest Rates U.S.




(2,712
)




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




98,371





0.05Metals




68,690





0.03Softs




(18,009
)




(0.01
)Total futures contracts purchased




559,385





0.26Futures Contracts SoldEnergy




(76,360
)




(0.04
)Indices




31,940





0.02Interest Rates U.S.




(67,681
)




(0.03
)Interest Rates Non-U.S.




(163,383
)




(0.08
)Livestock




11,482





0.01Softs




(16,495
)




(0.01
)Total futures contracts sold




(280,497
)




(0.13
)Unrealized Appreciation on Open Forward ContractsCurrencies




6,327,560





2.96Metals




464,556





0.22Total unrealized appreciation on open forward contracts




6,792,116





3.18Unrealized Depreciation on Open Forward ContractsCurrencies




(6,976,160
)




(3.26
)Metals




(463,190
)




(0.22
)Total unrealized depreciation on open forward contracts




(7,439,350
)




(3.48
)Total fair value



$
(368,346
)




(0.17
)%


* Due to rounding.

See accompanying notes to financial statements.

F-53

---



CMF Graham Capital Master Fund L.P.
Schedule of Investments
December 31, 2006

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedGrains



$
34,445





0.02
%Indices




1,926,352





0.85Interest Rates U.S.




(722,446
)




(0.32
)Interest Rates Non-U.S.




(372,521
)




(0.16
)Metals




8,100





0.00
*Softs




91,256





0.04Total futures contracts purchased




965,186





0.43Futures Contracts SoldEnergy




584,478





0.26Indices




(368,680
)




(0.16
)Interest Rates U.S.




9,990





0.00
*Interest Rates Non-U.S.




2,686,771





1.19Softs




(199,545
)




(0.09
)Total futures contracts sold




2,713,014





1.20Unrealized Appreciation on Open Forward ContractsCurrencies




5,782,021





2.55Metals




30,513





0.01Total unrealized appreciation on open forward contracts




5,812,534





2.56Unrealized Depreciation on Open Forward ContractsCurrencies




(2,422,725
)




(1.07
)Metals




(132,756
)




(0.06
)Total unrealized depreciation on open forward contracts




(2,555,481
)




(1.13
)Total fair value



$
6,935,253





3.06
%


* Due to rounding

See accompanying notes to financial statements.

F-54

---



CMF Graham Capital Master Fund L.P.
Statements of Income and Expenses
for the year ended December 31, 2007
and for the period from April 1, 2006
(commencement of trading operations)
to December 31, 2006

2007


2006Income:Net gains (loss) on trading of commodity interests:Net realized gains (losses) on closed positions and foreign currencies



$
37,612,230




$
(10,694,864
)Change in net unrealized gains (losses) on open positions




(7,303,599
)




6,935,25330,308,631





(3,759,611
)Interest income




7,463,020





5,820,99237,771,651





2,061,381Expenses:Clearing fees




857,460





473,603Professional fees




29,466





39,606886,926





513,209Net income



$
36,884,725




$
1,548,172Net income per Redeemable Unit of Limited Partnership Interest (Notes 1 and 6)



$
187.22




$
24.48


See accompanying notes to financial statements.

F-55

---



CMF Graham Capital Master Fund L.P.
Statements of Changes in Partners’ Capital
for the year ended December 31, 2007
and for the period from April 1, 2006
(commencement of trading operations)
to December 31, 2006

Limited
Partners’
CapitalInitial capital contribution from Limited Partners at
April 1, 2006 representing 70,241.9393 Units of Limited Partnership Interest



$
70,241,939Net income




1,548,172Sale of 196,199.4379 Redeemable Units of Limited Partnership Interest




198,904,711Redemption of 38,767.3047 Redeemable Units of Limited Partnership Interest




(38,200,314
)Distribution of interest income to feeder funds




(5,820,992
)Partners’ Capital at December 31, 2006




226,673,516Net income




36,884,725Sale of 20,875.4865 Redeemable Units of Limited Partnership Interest




21,067,811Redemption of 62,214.7369 Redeemable Units of Limited Partnership Interest




(63,568,645
)Distribution of interest income to feeder funds




(7,463,020
)Partners’ Capital at December 31, 2007



$
213,594,387


Net Asset Value per Redeemable Unit of Limited Partnership Interest:2006:


$995.612007:


$1,146.29


See accompanying notes to financial statements.

F-56

---



CMF Graham Capital Master Fund L.P.
Statements of Cash Flows
for the year ended December 31, 2007
and for the period from April 1, 2006
(commencement of trading operations) to
December 31, 2006

2007


2006Cash flows from operating activities:Net income



$
36,884,725




$
1,548,172Adjustments to reconcile net income to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




25,387,544





(50,059,681
)(Increase) decrease in net unrealized appreciation on open futures positions




3,399,312





(3,678,200
)(Increase) decrease in unrealized appreciation on open forward contracts




(979,582
)




(5,812,534
)(Increase) decrease in interest receivable




311,664





(736,340
)Increase (decrease) in unrealized depreciation on open forward contracts




4,883,869





2,555,481Accrued expenses:Increase (decrease) in professional fees




7,444





16,678Net cash provided by (used in) operating activities




69,894,976





(56,166,424
)Cash flows from financing activities:Proceeds from additions




21,067,811





269,146,650Payments for redemptions




(61,773,288
)




(38,200,314
)Distribution of interest income to feeder funds




(7,774,684
)




(5,084,652
)Net cash provided by (used in) financing activities




(48,480,161
)




225,861,684Net change in unrestricted cash




21,414,815





169,695,260Unrestricted cash, at beginning of period




169,695,260





—Unrestricted cash, at end of period



$
191,110,075




$
169,695,260Non-cash financing activities:Increase in redemption payable



$
1,795,357




$
—


See accompanying notes to financial statements.

F-57

---



CMF Graham Capital Master Fund L.P.

Notes to Financial Statements
December 31, 2007

1.    Partnership Organization:

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

On April 1, 2006 (commencement of trading operations), Salomon Smith Barney Diversified 2000 Futures Fund L.P. (‘‘Diversified 2000’’), Smith Barney Global Markets Futures Fund (‘‘Global Markets’’), Smith Barney Diversified Futures Fund L.P. (‘‘Diversified I’’) and Smith Barney Diversified Futures Fund L.P. II (‘‘Diversified II’’) allocated a portion of its capital to the Master. Diversified 2000 purchased 41,952.2380 Units of the Master with cash equal to $41,952,238. Global Markets purchased 2,355.5550 Units of the Master with cash equal to $2,355,555. Diversified I purchased 14,741.1555 Units of the Master with cash equal to $14,741,156. Diversified II purchased 11,192.9908 Units of the Master with cash equal to $11,192,991. On May 1, 2006, Alera Portfolios SPC. (‘‘Alera SPC’’) allocated a portion of its capital to the Master and purchased 4,592.0784 Units with cash equal to $4,801,938. On June 1, 2006, Citigroup Fairfield Futures Fund L.P. II (‘‘Fairfield II’’) allocated substantially all of its capital and Citigroup Diversified Futures Fund L.P. (‘‘Citigroup Diversified’’) allocated a portion of its capital to the Master. Fairfield II purchased 74,569.3761 Units of the Master with cash equal to $75,688,021. Citigroup Diversified purchased 101,486.0491 Units of the Master with cash equal to $103,008,482. As of March 31, 2007, Alera SPC fully redeemed its investment of 1,805.5482 Units of the Master with a fair value of $1,661,443, which includes interest income of $7,289. As of December 31, 2007, Global Markets fully redeemed its investment of 1,566.2278 Units of the Master with a fair value of $1,799,772, which includes interest income of $4,415 that is included as part of distribution payable in the Statements of Financial Condition. The Master was formed to permit commodity pools managed now or in the future by Graham Capital Management, L.P. (the ‘‘Advisor’’) using the Multi-Trend Program at 125% Leverage, the Advisor’s proprietary trading program, to invest together in one vehicle.

The Master operates under a structure where its investors consist of Diversified 2000, Diversified I, Diversified II, Fairfield II and Citigroup Diversified (each a ‘‘Feeder’’, collectively the ‘‘Funds’’) with 14.2%, 5.5%, 5.3%, 32.5% and 42.5% investments in the Master at December 31, 2007, respectively. Diversified 2000, Global Markets, Diversified I, Diversified II, Alera SPC, Fairfield II and Citigroup Diversified owned 15.6%, 1.0%, 5.8%, 4.6%, 0.8%, 30.1% and 42.1% investments in the Master at December 31, 2006, respectively.

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

2.    Accounting Policies:

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

F-58

---



CMF Graham Capital Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

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

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

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

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

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

3.    Agreements:

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

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

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

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

F-59

---



CMF Graham Capital Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Master has entered into a Customer Agreement with CGM whereby CGM provides services which include, among other things, the execution of transactions for the Master’s account in accordance with orders placed by the Advisor. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Master. All other fees including CGM’s direct brokerage commission shall be borne by the Funds. All of the Master’s assets are deposited in the Master’s account at CGM. The Master’s cash is deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2007 and 2006, the amount of cash held by the Master for margin requirements was $24,672,137 and $50,059,681, respectively. The Customer Agreement between the Master and CGM gives the Master the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

4.    Trading Activities:

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

All of the commodity interests owned by the Master are held for trading purposes. The average fair value during the year or period ended December 31, 2007 and 2006 based on a monthly calculation, was $4,235,297 and $1,197,907, respectively.

5.    Distributions and Redemptions:

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

F-60

---



CMF Graham Capital Master Fund L.P.

Notes to Financial Statements
December 31, 2007

6.    Financial Highlights:

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

2007


2006Net realized and unrealized gains (losses)*



$
150.83




$
(4.18
)Interest income




36.54





28.87Expenses**




(0.15
)




(0.21
)Increase for the period




187.22





24.48Distribution of interest income to feeder funds




(36.54
)




(28.87
)Net Asset Value per Redeemable Unit, beginning of period




995.61





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



$
1,146.29




$
995.61


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

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

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




3.0
%




3.8
%****Operating expenses




0.4
%




0.4
%****Total return




18.8
%




2.4
%


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

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

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

7.    Financial Instrument Risks:

In the normal course of its business, the Master is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Master due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange traded instruments is reduced to

F-61

---



CMF Graham Capital Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

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

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

8.    Recent Accounting Pronouncement:

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

F-62

---



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

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


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


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


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



$
9,324,937




$
(2,413,943
)



$
45,168,613




$
(15,165,416
)Net income (loss)



$
9,325,295




$
(2,423,727
)



$
45,158,828




$
(15,175,671
)Increase (decrease) in Net Asset Value per Unit



$
45.83




$
(11.73
)



$
222.94




$
(69.82
)


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


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


For the period from
April 1, 2006 to
June 30, 2006Net realized and unrealized trading gains (losses) net of brokerage commissions and clearing fees plus interest income



$
9,467,372




$
(6,121,081
)



$
(1,758,513
)Net income (loss)



$
9,450,069




$
(6,135,884
)



$
(1,766,013
)Increase (decrease) in Net Asset Value per Unit



$
40.74




$
(24.96
)



$
8.70


F-63

---



To the Limited Partners of
CMF SandRidge Master Fund L.P.

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




|
|
|
|

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


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


F-64

---



Report of Independent Registered Public Accounting Firm

The Partners
CMF SandRidge Master Fund L.P.:

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

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

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




New York, New York
March 24, 2008

F-65

---



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

2007


2006Assets:Equity in commodity futures trading account:Cash (restricted $12,277,755 and $18,475,372 in 2007 and 2006, respectively) Note 3c)



$
310,747,695




$
215,267,731Commodity options owned, at fair value (cost $9,776,900 and $14,249,050 in 2007 and 2006, respectively)




7,615,353





18,275,061318,363,048





233,542,792Interest receivable




643,783





718,277$
319,006,831




$
234,261,069Liabilities and Partners’ Capital:Liabilities:Net unrealized depreciation on open futures positions



$
1,762,419




$
1,982,014Commodity options written, at fair value (premium $6,716,000 and $12,600,750 in 2007 and 2006, respectively)




3,988,181





16,475,690Accrued expenses:Professional fees




80,723





19,602Distribution payable (Note 5)




643,783





718,2776,475,106





19,195,583Partners’ Capital:Limited Partners’ Capital, 229,170.7149 and 184,159.5052 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively




312,531,725





215,065,486$
319,006,831




$
234,261,069


See accompanying notes to financial statements.

F-66

---



CMF SandRidge Master Futures Fund L.P.
Schedule of Investments
December 31, 2007

Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergy






$
5,803,214





1.86
%Total futures contracts purchased







5,803,214





1.86Futures Contracts SoldEnergy







(7,565,633
)




(2.42
)Total futures contracts sold







(7,565,633
)




(2.42
)Options OwnedEnergy







7,615,353





2.44Total Options Owned







7,615,353





2.44Options WrittenEnergy







(3,988,181
)




(1.28
)Total Options Written







(3,988,181
)




(1.28
)Total fair value






$
1,864,753





0.60
%


See accompanying notes to financial statements.

F-67

---



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

Number of
Contracts


Fair Value


% of Partners’
CapitalFutures Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap (From Mar. 07 – Dec. 2011)




8,951




$
(16,651,840
)




(7.74
)%Other










(12,527,254
)




(5.83
)Total futures contracts purchased










(29,179,094
)




(13.57
)Futures Contracts SoldEnergy










27,197,080





12.64Total futures contracts sold










27,197,080





12.64Options OwnedEnergyNYMEX Natural Gas European Jan. 07 – Feb. 08




738





13,677,861





6.36Other










4,597,200





2.14Total Options Owned










18,275,061





8.50Options WrittenEnergyNYMEX Natural Gas European Jan. 07 – Dec. 07




1,401





(12,324,170
)




(5.73
)Other










(4,151,520
)




(1.93
)Total Options Written










(16,475,690
)




(7.66
)Total fair value









$
(182,643
)




(0.09
)%


See accompanying notes to financial statements.

F-68

---



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

2007


2006


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



$
40,099,593




$
5,867,526




$
(136,672
)Change in net unrealized gains (losses) on open positions




634,796





(2,768,345
)




980,95040,734,389





3,099,181





844,278Interest income




9,737,038





5,048,179





34,92450,471,427





8,147,360





879,202Expenses:Clearing fees




677,706





652,824





3,739Professional fees




261,470





39,724





5,000939,176





692,548





8,739Net income



$
49,532,251




$
7,454,812




$
870,463Net income per Redeemable Unit of Limited Partnership Interest (Notes 1 and 6)



$
242.28




$
154.06




$
60.19


See accompanying notes to financial statements.

F-69

---



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

Limited
Partners’
CapitalInitial capital contribution from Limited Partners at December 1, 2005 representing 14,461.8400 Redeemable Units of Limited Partnership Interest



$
14,461,840Net income




870,463Distribution of interest income to feeder funds




(34,924
)Partners’ Capital at December 31, 2005




15,297,379Net income




7,454,812Sale of 181,036.5146 Redeemable Units of Limited Partnership Interest




210,365,916Redemption of 11,338.8494 Redeemable Units of Limited Partnership Interest




(13,004,442
)Distribution of interest income to feeder funds




(5,048,179
)Partners’ Capital at December 31, 2006




215,065,486Net income




49,532,251Sale of 69,725.8292 Redeemable Units of Limited Partnership Interest




89,474,602Redemption of 24,714.6195 Redeemable Units of Limited Partnership Interest




(31,803,576
)Distribution of interest income to feeder funds




(9,737,038
)Partners’ Capital at December 31, 2007



$
312,531,725Net Asset Value per Redeemable Unit of Limited Partnership Interest:


2005:


$1,057.782006:


$1,167.822007:


$1,363.75


See accompanying notes to financial statements.

F-70

---



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

2007


2006


2005Cash flows from operating activities:Net income



$
49,532,251




$
7,454,812




$
870,463Adjustments to reconcile net income to net cashprovided by (used in) operating activities:Changes in operating assets and liabilities:(Increase) decrease in restricted cash




6,197,617





(18,475,372
)




—(Increase) decrease in net unrealized appreciation on open futures positions




—





577,095





(628,294
)(Increase) decrease in commodity options owned, at fair value




10,659,708





(16,640,473
)




(1,412,567
)(Increase) decrease in interest receivable




74,494





(683,353
)




(34,924
)Increase (decrease) in net unrealized depreciation on open futures positions




(219,595
)




1,982,014





—Increase (decrease) in commodity options written, at fair value




(12,487,509
)




15,320,109





968,741Accrued expenses:Increase in professional fees




61,121





14,602





5,000Net cash provided by (used in) operating activities




53,818,087





(10,450,566
)




(231,581
)Cash flows from financing activities:Proceeds from additions – Limited Partners




89,474,602





210,365,916





14,477,858Payments for redemptions – Limited Partners




(31,803,576
)




(13,004,442
)




—Distribution of interest income to feeder funds




(9,811,532
)




(4,364,826
)




—Net cash provided by financing activities




47,859,494





192,996,648





14,477,858Net change in unrestricted cash




101,677,581





182,546,082





14,246,277Unrestricted cash, at beginning of period




196,792,359





14,246,277





—Unrestricted cash, at end of period



$
298,469,940




$
196,792,359




$
14,246,277Non-cash financing activities:Contribution of open commodity futures and options positions



$
—




$
—




$
(16,018
)


See accompanying notes to financial statements.

See accompanying notes to financial statements.

F-71

---



CMF SandRidge Master Fund L.P.

Notes to Financial Statements
December 31, 2007

1.    Partnership Organization:

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

On December 1, 2005 (date Master commenced trading), Smith Barney Bristol Energy Fund L.P. (‘‘Bristol’’) allocated substantially all of its capital to the Master. Bristol purchased 14,461.8400 Units of the Master with cash equal to $14,477,858 and a contribution of open commodity futures and options positions with a fair value of $(16,018). On May 1, 2006, two separate private investors (‘‘Private Investor I’’ and ‘‘Private Investor II’’) allocated substantially all of their capital to the Master. Private Investor I purchased 23,073.5521 Units of the Master with cash equal to $28,000,000 and Private Investor II purchased 4,944.3326 Units of the Master with cash equal to $6,000,000. On October 1, 2006, CMF SandRidge Feeder (Cayman) Ltd. (‘‘SandRidge Feeder’’) and Citigroup Energy Advisors Portfolio L.P. (‘‘Energy Advisors’’) allocated substantially all of their capital to the Master. SandRidge Feeder purchased 22,075.2638 Units of the Master with cash equal to $25,000,000. Energy Advisors purchased 2,092.7350 Units of the Master with cash equal to $2,370,000. On April 1, 2007 Salomon Smith Barney Diversified 2000 Futures Fund, (‘‘Diversified 2000’’) purchased 7,659.0734 Units of the Master with cash equal to $9,635,703. The Master was formed to permit commodity pools managed now and in the future by SandRidge Capital Inc. (the ‘‘Advisor’’) using the Energy Program, the Advisor’s proprietary trading program, to invest together in one trading vehicle.

The Master operates under a structure where its investors are Bristol, Private Investor I, Private Investor II, SandRidge Feeder, Energy Advisors and Diversified 2000 each a ‘‘Feeder’’, collectively the ‘‘Funds,’’ with 66.4%, 9.4%, 1.1%, 17.5%, 2.4% and 3.2% investment in the Master at December 31, 2007, respectively. Bristol, Private Investor I, Private Investor II, SandRidge Feeder and Energy Advisors owned 72.3%, 12.8%, 1.6%, 12.0% and 1.3% investment in the Master at December 31, 2006, respectively.

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

2.    Accounting Policies:

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

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

F-72

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CMF SandRidge Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

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

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

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

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

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

3.    Agreements:

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

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

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

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

F-73

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CMF SandRidge Master Fund L.P.

Notes to Financial Statements
December 31, 2007

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Master has entered into a Customer Agreement with CGM whereby CGM provides services which include, among other things, the execution of transactions for the Master’s account in accordance with orders placed by the Advisor. All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Master. All other fees including CGM’s direct brokerage commission shall be borne by the Funds. All of the Master’s assets are deposited in the Master’s account at CGM. The Master’s cash is deposited by CGM in segregated bank accounts to the extent required by Commodity Futures Trading Commission regulations. At December 31, 2007 and 2006, the amount of cash held by the Master for margin requirement was $12,277,755 and $18,475,372, respectively. The Customer Agreement between the Master and CGM gives the Master the legal right to net unrealized gains and losses. The Customer Agreement may be terminated upon notice by either party.

4.    Trading Activities:

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

All of the commodity interests owned by the Master are held for trading purposes. The average monthly fair value of commodity interests for the years ended December 31, 2007 and 2006 on a monthly calculation was $4,754,428 and $(3,929,298), respectively.

5.    Distributions and Redemptions:

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

F-74

---



CMF SandRidge Master Fund L.P.

Notes to Financial Statements
December 31, 2007

6.    Financial Highlights:

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

2007


2006


2005Net realized and change in unrealized gains*



$
197.11




$
110.75




$
58.12Interest income




46.35





44.02





2.41Expenses**




(1.18
)




(0.71
)




(0.34
)Increase for the year




242.28





154.06





60.19Distributions of interest income to feeder funds




(46.35
)




(44.02
)




(2.41
)Net Asset Value per Redeemable Unit, beginning of year




1,167.82





1,057.78





1,000.00Net Asset Value per Redeemable Unit, end of year



$
1,363.75




$
1,167.82




$
1,057.78


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

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

Ratios to average net assets:Net investment income****




3.3
%




3.7
%




2.2
%***Operating expenses




0.3
%




0.6
%




0.7
%***Total return




20.8
%




14.6
%




6.0
%


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

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

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

7.    Financial Instrument Risks:

In the normal course of its business, the Master is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, or to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Master due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Master’s

F-75

---



CMF SandRidge Master Fund L.P.

Notes to Financial Statements
December 31, 2007

risk of loss in the event of counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Master has credit risk and concentration risk because the sole counterparty or broker with respect to the Master’s assets is CGM.

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

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

|   |                                 
|-- | --------------------------------
|8. | Recent Accounting Pronouncement:

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

F-76

---



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

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


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


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


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



$
10,621,268




$
1,096,202




$
18,465,048




$
19,611,203Net income (loss)



$
10,494,557




$
984,670




$
18,453,841




$
19,599,183Increase (decrease) in Net Asset Value per Unit



$
46.18




$
6.86




$
87.02




$
102.22


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


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


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


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



$
8,746,616




$
(7,549,988
)



$
2,144,312




$
4,153,596Net income (loss)



$
8,736,778




$
(7,557,814
)



$
2,136,571




$
4,139,277Increase (decrease) in Net Asset Value per Unit



$
46.80




$
(55.25
)



$
28.27




$
134.24


F-77

---



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

None

Item 9A.Controls and Procedures.

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

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

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

The Partnership’sinternal control over financial reportingis a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. These controls include policies and procedures that:

| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

| |   |                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and

| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

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

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

Item 9B.Other Information.None.

PART III

Item 10.Directors, Executive Officers and Corporate Governance.

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

The Partnership has not adopted a code of ethics that applies to officers because it has no officers. In addition, the Partnership has not established an audit committee because it has no board of directors.

Item 11.Executive Compensation.

The Partnership has no directors or officers. Its affairs are managed by Citigroup Managed Futures LLC, its General Partner. CGM, an affiliate of the General Partner, is the commodity broker for the

26

---



Partnership and receives brokerage fees for such services, as described under ‘‘Item 1.Business.’’ Brokerage fees and clearing fees of $6,291,793 were paid for the year ended December 31, 2007. Management fees of $2,034,794 were paid or payable to the Advisors for the year endedDecember 31, 2007.Incentive fees of $44,462 were earned by the Advisors for the year ended December 31, 2007.

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

(a)Security ownership of certain beneficial owners.As of February 29, 2008, the Partnership knows of no person who beneficially owns more than 5% of the Redeemable Units outstanding.

(b)Security ownership of management.Under the terms of the Limited Partnership Agreement, the Partnership’s affairs are managed by the General Partner. The General Partner owns Units of general partnership interest equivalent to 2,005.1490 Redeemable Units (2.6%) as of December 31, 2007.

(c)Changes in control.None.

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

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

Item 14.Principal Accountant Fees and Services

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

2007                $82,000

2006                $25,000

(2)Audit-Related Fees.None

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

2007                $9,910

2006                $7,606

(4)All Other Fees.None.

(5)    Not Applicable.

(6)    Not Applicable.

PART IV

Item 15.Exhibits, Financial Statement Schedules.

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

| |                                                                 
| | ----------------------------------------------------------------
| | Statements of Financial Condition at December 31, 2007 and 2006.

| |                                                        
| | -------------------------------------------------------
| | Schedules of Investments at December 31, 2007 and 2006.

27

---



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

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

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

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

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

3.1 – Limited Partnership Agreement (filed as Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-87663 and incorporated herein by reference).

3.2 – Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary of State of the State of New York on August 25, 1999 (filed as Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-87663) and incorporated herein by reference).

10.1 – Customer Agreement between the Partnership and Salomon Smith Barney (filed as Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 333-87663) and incorporated herein by reference).

10.3 – Escrow Agreement relating to escrow of subscription funds (filed as Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-87663) and incorporated herein by reference).

10.4 – Management Agreement among the Partnership, the General Partner and Beacon Management Corporation (filed as Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-87663) and incorporated herein by reference).

10.5 – Management Agreement among the Partnership, the General Partner and Bridgewater Associates, Inc. (filed as Exhibit 10.5 to the Registration Statement on Form S-1 (File No. 333-87663) and incorporated herein by reference).

10.6 – Management Agreement among the Partnership, the General Partner and Campbell & Company, Inc. (filed as Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-87663) and incorporated herein by reference).

10.7 – Management Agreement among the Partnership, the General Partner and Rabar Market Research, Inc. (filed as Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-87663) and incorporated herein by reference).

10.8 – Letters extending Management Agreements between the General Partner and Campbell & Company, Inc., Beacon Management Corporation and Rabar Market Research, Inc. for 2002 (previously filed).

10.9 – Management Agreement among the Partnership, the General Partner and Graham Capital Management L.P. (previously filed).

10.10 – Letter from the General Partner terminating Bridgewater Associates, Inc. (previously filed).

10.10 – Letter from the General Partner terminating Rabar Market Research, Inc. (previously filed).

10.11 – Management Agreement among the Partnership, the General Partner and Aspect Capital Limited (previously filed).

10.12 – Letters extending Management Agreements between the General Partner and Campbell & Company, Inc., Beacon Management Corporation and Graham Capital Management L.P. for 2002. (previously filed).

10.13 – Letter from the General Partner terminating Beacon Management Corporation (previously filed).

10.14 – Management Agreement among the Partnership, the General Partner and John W. Henry and Company, Inc. (previously filed).

10.15 – Letters extending Management Agreements between the General Partner and Aspect Capital Limited, Campbell & Company, Inc., and Graham Capital Management L.P. for 2003. (previously filed).

28

---



10.16 – Letters extending Management between the General Partner and Aspect Capital Limited, Campbell and Company Inc., Graham Capital Management L.P. and John W. Henry and Company, Inc. for 2004 (previously filed).

10.17 – Letters extending Management between the General Partner and Aspect Capital Limited, Campbell and Company Inc., Graham Capital Management L.P. and John W. Henry and Company, Inc. for 2005 (previously filed)

10.18 – Letters extending Management between the General Partner and Aspect Capital Limited, Campbell and Company Inc., Graham Capital Management L.P. and John W. Henry and Company, Inc. for 2006 (previously filed).

10.19 – Letters extending Management between the General Partner and Aspect Capital Limited, Campbell and Company Inc., Graham Capital Management L.P. and SandRidge Capital L.P. for 2007 (filed herein).

16.1 – Letter from PricewaterhouseCoopers LLP (previously filed).

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

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

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

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

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

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

Annual Report to Limited Partners

No proxy material has been sent to Limited Partners.

29

---



SIGNATURES

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

Salomon Smith Barney Diversified 2000 Futures Fund L.P.

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

|   |                                                        
|-- | -------------------------------------------------------
|By | /s/ Jerry Pascucci
Jerry Pascucci, President & Director

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

/s/ Jerry Pascucci


/s/ Shelley UllmanJerry Pascucci
President and Director


Shelley Ullman
Director/s/ Jennifer Magro


/s/ Ihor RakowskyJennifer Magro
Chief Financial Officer and
Director


Ihor Rakowsky
Secretary and Director/s/ Steve Ciampi


/s/ Daryl DewbreySteve Ciampi
Director


Daryl Dewbrey
Director/s/ Raymond NolteRaymond Nolte
Director


30

---