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, 2008
 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 0-22491
 SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
 
 New York
    
    13-3769020(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Citigroup Managed Futures LLC
55 East 59 th Street - 10th Fl.
New York, New York 10022
 
 (212) 559-2011
 
 None
 Securities registered pursuant to Section 12(g) of the Act:
    

Redeemable Units of Limited Partnership Interest(Title of Class)
  Yes  No X
  Yes  No X
  Yes X No
   Large accelerated filer
Accelerated filer
Non-accelerated filer X(Do not check if a smaller reporting company)
Smaller reporting company  Yes  No X




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PART I
 
 Item 1. Business .
 General Development of Business
 Financial
Statements and Supplementary Data
       2




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3




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Financial Information about Industry Segments Selected Financial Data
 Narrative Description of Business.
    Financial Information about Geographic Areas
 Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller Reporting Companies
 Item 1A. Risk Factors .
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
  An investor may lose all of their investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
 4




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An investors ability to redeem or transfer Redeemable Units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and commodity broker are affiliates;2.
    
    Each of the Advisors, the commodity broker and their principals and affiliates may
trade in commodity interests for their own accounts; and3.
    
    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.
  Past performance is no assurance of future results.
  An investors tax liability may exceed cash distributions.
  The General Partner may allocate the Partnerships assets to undisclosed advisors.
  New regulation may impact the Partnerships trading.
  Item 2. Properties .
  Item 3. Legal Proceedings .
   5




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Regulatory Matters
  IPO Civil Litigation
   In
Re: Initial Public Offering Securities Litigation en banc
 6




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Enron-Related Civil Actions
  Enron v. Citigroup, et al. (In re Enron Corp., et
al.)
 In Re:
NewPower Holdings Securities Litigation
 OCM
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. and Principal
Global Investors v. Citigroup Inc., et al
 Newby Retirement Systems of Alabama v. Merrill Lynch, et al.
 Newby, et
al. v. Enron Corp., et al.
 7




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Ravenswood I, L.L.C., et al. v.
Citigroup, Inc., et al. Newby
 American National Insurance Co., et al. v. Citigroup Inc.,
et al. Newby
 Silvercreek Management Inc. v. Salomon Smith Barney, Inc.
 Public Employees Retirement
Systems of Ohio v. Fastow, et al. Newby
 Connecticut Resources Recovery Authority v. Lay,
et al. Newby
 Public Utility District
No. 1 of Snohomish County, Washington v. Citigroup, et al. Newby
 Newby
 8




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Avenue Capital Management II, L.P., et al.
v. J.P. Morgan Chase & Co., et al., DK Acquisition, et al. v. J.P. Morgan Chase, et al. Newby Bayerische Landesbank, et al. v. J.P. Morgan Chase Bank, et al. Newby
  Vanguard Balanced Index Fund, et al. v. Citigroup, et al. Newby
  Dynegy Inc.
 In Re: Dynegy Inc. Securities Litigation
 9




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WorldCom-Related Litigation
 In Re: WorldCom, Inc. Securities
Litigation
   In Re:
WorldCom, Inc. Securities Litigation
 10




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Weinstein, et al. v. Ebbers, et al.
 Retirement Systems of Alabama, et al. v. J.P. Morgan Chase & Co., et al. Public
Employees Retirement System of Ohio v. Ebbers, et al. New York City
Employees Retirement System v. Ebbers, et al.
  Sturm, et al. v. Citigroup, et al.
 In Re: Targets Securities Litigation
 11




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Global Crossing
 In Re: Global Crossing, Ltd.
Securities Litigation
   Adelphia Communications Corporation
  12




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In Re Adelphia Communications Corporation Securities and
Derivative Litigation
 Mutual Funds
   13




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Research Analyst Litigation
   In Re Salomon Analyst Metromedia Litigation
 In Re Salomon
Analyst AT&T Litigation In Re Salomon Analyst Level 3 Litigation, In Re Salomon Analyst
XO Litigation In Re Salomon Analyst Williams Litigation
 California State Teachers Retirement System v. Qwest
Communications
 14




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International, Inc., et al. State Universities Retirement System of Illinois v. Qwest
Communications International Inc., et al
  Norman v. Salomon Smith Barney, et al.
 Disher v. Citigroup Global Markets Inc.
 Supervisory Investigation
  Citigroup Shareholder Litigation
  15




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NASD Settlement
  Auction Rate Securities
  Finn v. Smith
Barney, et al.
 Hansen Beverage Co. v. Citigroup Inc., et al.
 In Re Citigroup Auction Rate Securities Litigation
 Mayor and City Council of Baltimore, Maryland v. Citigroup Inc., et al. Mayfield v.
Citigroup Inc., et al.
 16




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Subprime-Mortgage Related Litigation
 In Re American Home Mortgage Securities
Litigation
 In re Citigroup
Inc. Bond Litigation
 In Re Ambac Financial Group, Inc. Securities Litigation
 Other Matters
 In Re American Home Mortgage securities
 17




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In Re MAT Five Securities Litigation In Re
MAT Five Securities Litigation
 Leber v. Citigroup Inc., et al.
 Leber v. Citigroup, Inc., et al.
  18




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Item 4. Submission of Matters to a Vote of Security Holders .
  19




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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 public
market for the Redeemable Units.(b)
    
    Holders. The number of holders of Redeemable Units as of December 31, 2008
was 1,489.(c)
    
    Dividends. The Partnership did not declare a
distribution in 2008 or 2007. The Partnership does not intend to
declare dividends in the foreseeable future.(d)
    
    Securities Authorized for Issuance under Equity Compensation Plans. None.(e)
    
    Performance Graph. Not applicable.(f)
    
    Use of Proceeds. There were no additional sales of Redeemable Units during
the twelve months ended December 31, 2008. During the twelve months ended December 31,
2007 there were General Partner contributions representing the sale of 1,008.7668
Redeemable Unit equivalents totaling $1,441,407. There were no additional sales of
Redeemable Units during the twelve months ended December 31,
2006. The Redeemable Units were issued in reliance upon applicable exemptions from registration under
Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated
there under. The Redeemable Units were purchased by accredited investors as described in Regulation
D, as well as to a small number of persons who are non-accredited investors.Proceeds from the sale of additional Redeemable Units are used in the trading of
commodity interests including, if applicable, futures contracts, options and forward
contracts.
 Item 6. Selected Financial Data .
  2008
    
    

2007
    
    

2006
    
    

2005
    
    

2004Net realized and unrealized trading
gains (losses) and investment in partnerships net of brokerage commissions
(including clearing fees) of
$3,078,391, $3,463,859, $3,924,799, $4,178,058 and $4,322,086,
respectively
    
    $
    6,859,644
    
    
    $
    2,568,991
    
    
    $
    1,287,348
    
    
    $
    1,456,152
    
    
    $
    3,868,542Total interest income
    
    
    487,555
    
    
    
    1,744,958
    
    
    
    2,080,286
    
    
    
    1,356,172
    
    
    
    635,140$
    7,347,199
    
    
    $
    4,313,949
    
    
    $
    3,367,634
    
    
    $
    2,812,324
    
    
    $
    4,503,682Net income
(loss)
    
    $
    5,721,768
    
    
    $
    2,911,097
    
    
    $
    1,567,049
    
    
    $
    605,508
    
    
    $
    1,598,257Increase
(decrease) in Net Asset Value per
Unit
    
    $
    215.30
    
    
    $
    92.67
    
    
    $
    42.26
    
    
    $
    25.88
    
    
    $
    40.44Total assets
    
    $
    45,718,234
    
    
    $
    49,039,808
    
    
    $
    53,906,145
    
    
    $
    59,855,686
    
    
    $
    67,161,630
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations .
 Overview
   20




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
    
    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.
     Campbell & Company, Inc
   Capital Fund Management SA
  21




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Graham Capital Management, L.P
     Willowbridge Associates, Inc
       22




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Eckhardt Trading Company
  not
 Liquidity
   (i)
    
    The Partnership/Funds invests 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)
    
    No Advisor will initiate additional positions in any commodity interest if these
positions would result in aggregate positions requiring a margin of more than 66 2/3% of
the Partnerships net assets allocated to that Advisor.(iii)
    
    The Partnership/Funds may occasionally accept delivery of a commodity. Unless such
delivery is disposed of promptly by retendering the warehouse receipt representing the
delivery to the appropriate clearinghouse, the physical commodity position is fully
hedged.(iv)
    
    The Partnership/Funds will 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 will not utilize borrowings, except short-term borrowings, if
the Partnership takes delivery of any cash commodities.(vi)
    
    The Advisors may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Partnership. The term spread or straddle describes a
commodity futures trading strategy involving the simultaneous buying and selling of
futures contracts on the same commodity but involving different delivery dates or markets
and in which the trader expects to earn a profit from a widening or narrowing of the
difference between the prices of the two contracts.(vii)
    
    The Partnership/Funds will not permit the churning of its commodity trading account. The
term churning refers to the practice of entering and exiting trades with a frequency
unwarranted by legitimate efforts to profit from the trades, driven by the desire to
generate commission income.
  23




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Financial Statements and Supplementary Data
  Capital Resources
   24




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Results of Operations
       25




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Operational Risk
   Operational/Settlement Risk
 Technological Risk
 26




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Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Investments.
 Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
  Futures Contracts.
 London
Metals Exchange Forward Contracts.
 Forward Foreign Currency Contracts.
 Options.
 27




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Income Taxes.
   Recent Accounting Pronouncements.
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk .
 Introduction
      28




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Quantifying the Partnerships/Funds Trading Value at Risk
      The Partnerships Trading Value at Risk in Different Market Sectors
  December 31,
2008
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    94,857
    
    
    
    0.21
    %
    
    $
    427,193
    
    
    $
    31,435
    
    
    
    146,876Energy
    
    
    6,750
    
    
    
    0.02
    %
    
    
    327,900
    
    
    
    395
    
    
    
    104,415Grains
    
    
    5,500
    
    
    
    0.01
    %
    
    
    30,000
    
    
    
    1,500
    
    
    
    13,805Indices
    
    
    329,662
    
    
    
    0.74
    %
    
    
    1,058,238
    
    
    
    15,137
    
    
    
    407,721Interest Rates U.S.
    
    
    71,400
    
    
    
    0.16
    %
    
    
    348,950
    
    
    
    6,787
    
    
    
    124,983Interest Rates Non -U.S.
    
    
    74,310
    
    
    
    0.17
    %
    
    
    693,867
    
    
    
    24,501
    
    
    
    180,284Metals
    
    
    4,302
    
    
    
    0.01
    %
    
    
    31,460
    
    
    
    3,250
    
    
    
    9,615Softs
    
    
    12,153
    
    
    
    0.03
    %
    
    
    85,468
    
    
    
    2,900
    
    
    
    40,835Total
    
    $
    598,934
    
    
    
    1.35
    %
 
 *
    
    Annual average based on month-end Value at Risk. 29




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December 31, 2007
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    

Value at Risk*Currencies
    
    $
    63,777
    
    
    
    0.13
    %
    
    $
    994,515
    
    
    $
    41,666
    
    
    $
    227,469Energy
    
    
    31,125
    
    
    
    0.07
    %
    
    
    320,550
    
    
    
    13,950
    
    
    
    123,752Grains
    
    
    3,850
    
    
    
    0.01
    %
    
    
    26,450
    
    
    
    1,150
    
    
    
    10,934Indices
    
    
    211,546
    
    
    
    0.45
    %
    
    
    1,257,682
    
    
    
    48,397
    
    
    
    424,594Interest Rates U.S.
    
    
    66,950
    
    
    
    0.14
    %
    
    
    307,950
    
    
    
    7,004
    
    
    
    96,722Interest Rates Non-U.S.
    
    
    104,653
    
    
    
    0.22
    %
    
    
    654,982
    
    
    
    55,829
    
    
    
    242,023Livestock
    
    
    4,500
    
    
    
    0.01
    %
    
    
    4,500
    
    
    
    4,500
    
    
    
    4,500Metals
    
    
    10,240
    
    
    
    0.02
    %
    
    
    35,960
    
    
    
    1,740
    
    
    
    12,914Softs
    
    
    28,805
    
    
    
    0.06
    %
    
    
    123,013
    
    
    
    3,306
    
    
    
    37,467Total
    
    $
    525,446
    
    
    
    1.11
    %
 
 *
    
    Annual average based on month-end Value at Risk.  December 31,
2008
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    1,945,600
    
    
    
    0.65
    %
    
    $
    11,556,229
    
    
    $
    245,220
    
    
    $
    3,464,607Energy
    
    
    816,000
    
    
    
    0.27
    %
    
    
    15,933,000
    
    
    
    448,000
    
    
    
    4,885,321Grains
    
    
    1,100,800
    
    
    
    0.37
    %
    
    
    5,470,800
    
    
    
    201,000
    
    
    
    2,038,390Interest Rates U.S.
    
    
    2,380,800
    
    
    
    0.80
    %
    
    
    4,367,200
    
    
    
    219,300
    
    
    
    1,272,506Interest Rates Non-U.S.
    
    
    3,571,688
    
    
    
    1.20
    %
    
    
    8,375,150
    
    
    
    387,940
    
    
    
    3,540,377Metals
    
    
    3,110,400
    
    
    
    1.05
    %
    
    
    8,742,000
    
    
    
    764,750
    
    
    
    4,883,083Softs
    
    
    819,200
    
    
    
    0.28
    %
    
    
    2,989,200
    
    
    
    120,600
    
    
    
    1,077,150Total
    
    $
    13,744,488
    
    
    
    4.62
    %
 
 *
    
    Annual average based on month-end Value at Risk  December 31,
2008
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk *Currencies

    
    $
    3,826,450
    
    
    
    3.00
    %
    
    $
    6,459,319
    
    
    $
    1,236,850
    
    
    $
    3,885,456Energy
    
    
    141,270
    
    
    
    0.11
    %
    
    
    1,689,425
    
    
    
    5,000
    
    
    
    547,096Interest Rates U.S.
    
    
    295,938
    
    
    
    0.23
    %
    
    
    1,754,540
    
    
    
    126,604
    
    
    
    919,061Interest Rates Non-U.S.
    
    
    1,650,897
    
    
    
    1.30
    %
    
    
    4,744,697
    
    
    
    631,807
    
    
    
    2,018,452Metals
    
    
    238,724
    
    
    
    0.18
    %
    
    
    1,281,336
    
    
    
    47,826
    
    
    
    360,423Indices
    
    
    1,414,857
    
    
    
    1.11
    %
    
    
    8,820,806
    
    
    
    845,740
    
    
    
    4,393,925Total
    
    $
    7,568,136
    
    
    
    5.93
    %
 
 *
    
    Annual average of month-end Value at Risk 30




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December 31,
2008
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    1,855,003
    
    
    
    0.83
    %
    
    $
    35,051,712
    
    
    $
    1,110,242
    
    
    $
    17,137,503Energy
    
    
    446,536
    
    
    
    0.20
    %
    
    
    5,209,200
    
    
    
    310,300
    
    
    
    1,557,045Grains
    
    
    161,000
    
    
    
    0.07
    %
    
    
    1,281,500
    
    
    
    52,500
    
    
    
    498,714Interest Rates U.S.
    
    
    719,400
    
    
    
    0.32
    %
    
    
    2,381,150
    
    
    
    24,412
    
    
    
    619,143Interest Rates Non-U.S.
    
    
    1,293,650
    
    
    
    0.58
    %
    
    
    4,718,751
    
    
    
    461,503
    
    
    
    1,792,563Livestock
    
    
    13,200
    
    
    
    0.01
    %
    
    
    27,600
    
    
    
    800
    
    
    
    15,664Metals
    
    
    680,383
    
    
    
    0.30
    %
    
    
    2,071,925
    
    
    
    31,044
    
    
    
    777,494Softs
    
    
    201,831
    
    
    
    0.09
    %
    
    
    752,387
    
    
    
    14,000
    
    
    
    395,956Indices
    
    
    592,157
    
    
    
    0.26
    %
    
    
    5,407,658
    
    
    
    235,978
    
    
    
    2,482,935Total
    
    $
    5,963,160
    
    
    
    2.66
    %
 
 *
    
    Annual average based on month-end Value at Risk  December 31,
2008
 % of Total
    
    
    High
    
    
    Low
    
    
    Average*Market Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at RiskCurrencies
    
    $
    291,072
    
    
    
    1.42
    %
    
    $
    765,238
    
    
    $
    93,645
    
    
    $
    248,175Interest Rates U.S.
    
    
    178,400
    
    
    
    0.87
    %
    
    
    693,100
    
    
    
    3,300
    
    
    
    171,494Interest Rates Non-U.S.
    
    
    498,525
    
    
    
    2.43
    %
    
    
    818,628
    
    
    
    26,782
    
    
    
    228,987Metals
    
    
    21,510
    
    
    
    0.10
    %
    
    
    142,500
    
    
    
    8,604
    
    
    
    34,890Softs
    
    
    37,872
    
    
    
    0.18
    %
    
    
    146,081
    
    
    
    9,238
    
    
    
    46,542Total
    
    $
    1,027,379
    
    
    
    5.00
    %
 
 *
    
    Annual average based on month-end Value at Risk Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
   Qualitative Disclosures Regarding Primary Trading Risk Exposures
   31




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##### 



Interest Rates e.g.,
 Currencies
 Stock Indices
 Metals
 Softs
 Energy
 Grains
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure.
   32




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33




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##### 



Item 8. Financial Statements and Supplementary Data .
 SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
INDEX TO FINANCIAL STATEMENTS
 PageNumberOath or Affirmation
    
    F-3Managements Report on Internal Control over Financial Reporting
    
    F-4Reports of Independent Registered Public Accounting Firms
    
    F-5  F-7Financial Statements:Statements of Financial Condition at December 31, 2008 and 2007
    
    F-8Schedules of Investments at December 31, 2008 and 2007
    
    F-9  F-10Statements of Income and Expenses for the years ended December 31, 2008, 2007 and 2006
    
    F-11Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007 and 2006
    
    F-12Notes to Financial Statements
    
    F-13  F-21Selected Unaudited Quarterly Financial Data
    
    F-22Financial Statements of CMF Willowbridge Argo Master Fund L.P.Oath or Affirmation
    
    F-23Reports of Independent Registered Public Accounting Firms
    
    F-24  F-25Statements of Financial Condition at December 31, 2008 and 2007
    
    F-26Schedules of Investments at December 31, 2008 and 2007
    
    F-27  F-28Statements of Income and Expenses for the years ended December 31, 2008, 2007 and 2006
    
    F-29Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007 and 2006
    
    F-30Notes to Financial Statements
    
    F-31   F-36Selected Unaudited Quarterly Financial Data
    
    F-37Financial Statements of CMF Campbell Master Fund L.P.Oath or Affirmation
    
    F-38Reports of Independent Registered Public Accounting Firms
    
    F-39  F-40Statements of Financial Condition at December 31, 2008 and 2007
    
    F-41Schedules of Investments at December 31, 2008 and 2007
    
    F-42  F-43Statements of Income and Expenses for the years ended December 31, 2008, 2007 and 2006
    
    F-44Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007 and 2006
    
    F-45Notes to Financial Statements
    
    F-46  F-52Selected Unaudited Quarterly Financial Data
    
    F-53
 F-1




---



##### 



PageNumberOath or Affirmation
    
    F-54Reports of Independent Registered Public Accounting Firms
    
    F-55  F-56Statements of Financial Condition at December 31, 2008 and 2007
    
    F-57Schedules of Investments at December 31, 2008 and 2007
    
    F-58   F-59Statements of Income and Expenses for the years ended December 31, 2008, 2007 and for the period from April 1, 2006 (commencement of
trading operations) to December 31, 2006
    
    F-60Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007 and for the period from April 1, 2006
(commencement of trading operations) to December 31, 2006
    
    F-61Notes to Financial Statements
    
    F-62   F-67Selected Unaudited Quarterly Financial Data
    
    F-68Financial Statements of CMF Eckhardt Master Fund L.P.Oath or Affirmation
    
    F-69Report of Independent Registered Public Accounting Firm
    
    F-70Statement of Financial Condition at December 31, 2008
    
    F-71Schedule of Investments at December 31, 2008
    
    F-72Statement of Income and Expenses for the period from April 1, 2008 (commencement of trading operations) to December 31, 2008
    
    F-73Statement of Changes in Partners Capital for the period from April 1, 2008 (commencement of trading operations) to December 31, 2008
    
    F-74Notes to Financial Statements
    
    F-75   F-80Selected Unaudited Quarterly Financial Data
    
    F-81
 F-2




---



##### 



TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataManagements Report on Internal Control over Financial ReportingReport of Independent Registered Public Accounting FirmStatements of Financial ConditionSchedule of InvestmentsSchedule of InvestmentsStatements of Income and Expenses for the years endedStatements of Changes in Partners Capital for the years endedNotes to Financial StatementsTo the Limited Partners of CMF Willowbridge Argo Master Fund L.P.Statements of Financial ConditionSchedule of InvestmentsSchedule of InvestmentsStatements of Income and ExpensesStatements of Changes in Partners CapitalNotes to Financial StatementsTo the Limited Partners of CMF Campbell Master Fund L.P.Statements of Financial Condition December 31, 2008 and 2007Schedule of Investments December 31, 2008Statements of Income and Expenses for the years ended December 31, 2008, 2007 and 2006Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007 and 2006Notes to Financial Statements December 31, 2008Statements of Financial ConditionSchedule of InvestmentsSchedule of InvestmentsStatements of Income and ExpensesStatements of Changes in Partners CapitalNotes to Financial StatementsReport of Independent AuditorsStatement of Financial ConditionSchedule of InvestmentsStatement of Income and Expenses for the period April 1, 2008Statement of Changes in Partners CapitalNotes to Financial Statements December 31, 2008Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-10.33: LETTERS EXTENDING MANAGEMENTS AGREEMENTSEX-23.1: CONSENT OF KPMG LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION  To the Limited
    Partners of
    Smith Barney Diversified Futures Fund L.P. II
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-3




---



##### 



Managements
    Report on Internal Control over
    Financial Reporting
            Internal
    Control-Integrated Framework
    
       F-4




---



##### 



Report of
    Independent Registered Public Accounting Firm
     Internal Control  Integrated Framework
   F-5




---



##### 



F-6




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-7




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Investment in Partnerships, at fair value (Note 5)

$
34,423,573


$
32,241,220Equity in commodity futures trading account:Cash (Note 3c)


10,597,297



16,092,121Cash margin (Note 3c)


696,680



601,723Net unrealized appreciation on open futures contracts






7,54545,717,550



48,942,609Distribution receivable


515



63,832Interest receivable (Note 3c)


169



33,367Total assets

$
45,718,234


$
49,039,808Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures contracts

$
449


$
Accrued expenses:Brokerage commissions (Note 3c)


228,589



245,199Management fees (Note 3b)


75,664



81,251Incentive fees (Note 3b)


136,374



285,594Professional Fees


28,862



26,258Other


61,782



17,463Redemptions payable (Note 6)


793,186



973,035Total liabilities


1,324,906



1,628,800Partners Capital (Notes 1 and 6):General Partner, 748.5217 and 1,893.0788 Unit equivalents at
    December 31, 2008 and 2007, respectively


1,397,490



3,126,798Limited Partners, 23,029.4237 and 26,811.2420 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2008 and 2007, respectively


42,995,838



44,284,210Total partners capital


44,393,328



47,411,008Total liabilities and partners capital

$
45,718,234


$
49,039,808   See accompanying notes to financial statements.
 F-8




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
 Schedule of
    Investments
    December 31, 2008
  % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
(21,305
)


(0.05
)%Indices


45,056



0.10Interest Rates Non-U.S.


7,783



0.02Interest Rates U.S.


(25,794
)


(0.06
)Metals


(110
)


(0.00
)*Softs


5,033



0.01Total futures contracts purchased


10,663



0.02Futures Contracts SoldCurrencies


(797
)


(0.00
)*Energy


(5,450
)


(0.01
)Grains


(3,924
)


(0.01
)Softs


(941
)


(0.00
)*Total futures contracts sold


(11,112
)


(0.02
)Net unrealized depreciation on open futures contracts


(449
)


(0.00
)*Investment in PartnershipsCMF Willowbridge Argo Master Fund L.P.


10,048,026



22.63CMF Campbell Master Fund L.P.


7,553,259



17.01CMF Graham Capital Master Fund L.P.


10,523,193



23.71CMF Eckhardt Master Fund L.P.


6,299,095



14.19Total investment in Partnerships


34,423,573



77.54Total fair value

$
34,423,124



77.54
%    *
    
    Due to rounding  See accompanying notes to financial statements.
 F-9




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
 Schedule of
    Investments
    December 31, 2007
  % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
(16,975
)


(0.04
)%Energy


3,447



0.01Grains


9,775



0.02Indices


(2,596
)


(0.01
)Interest Rates U.S.


26,194



0.06Interest Rates
    Non-U.S.


22,213



0.05Metals


5,141



0.01Softs


(4,630
)


(0.01
)Total futures contracts purchased


42,569



0.09Futures Contracts SoldCurrencies


14,925



0.03Energy


466



0.00
*Grains


(9,563
)


(0.02
)Indices


826



0.00
*Livestock


(300
)


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


382



0.00
*Metals


(4,225
)


(0.01
)Softs


(37,535
)


(0.07
)Total futures contracts sold


(35,024
)


(0.07
)Net unrealized appreciation on open futures contracts


7,545



0.02Investment in PartnershipsCMF Willowbridge Argo Master Fund L.P.


8,331,766



17.57CMF Campbell Master Fund L.P.


12,609,331



26.60CMF Graham Capital Master Fund L.P.


11,300,123



23.83Total investment in Partnerships


32,241,220



68.00Total fair value

$
32,248,765



68.02
%    *
    
    Due to rounding  See accompanying notes to financial statements.
 F-10




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II

    Statements of Income and Expenses
    for the years ended
    December 31, 2008, 2007 and 2006
  2008


2007


2006Income:Net gains (losses) on trading of commodity interests and
    investment in Partnerships:Net realized gains (losses) on closed positions

$
2,365,379


$
4,520,389


$
3,834,987Net realized gains (losses) on investment in Partnerships


7,659,594



3,122,817



(339,517
)Change in net unrealized gains (losses) on open positions


(7,994
)


(147,866
)


(212,575
)Change in net unrealized gains (losses) on investments in
    Partnerships


(78,944
)


(1,462,490
)


1,929,251Gain (loss) from trading, net


9,938,035



6,032,850



5,212,146Interest income (Note 3c)


137,547



581,078



758,523Interest income from investment in Partnerships


350,008



1,163,880



1,321,763Total income (loss)


10,425,590



7,777,808



7,292,432Expenses:Brokerage commissions including clearing fees (Note 3c)


3,078,391



3,463,859



3,924,799Management fees (Note 3b)


934,466



1,003,243



1,123,731Incentive fees (Note 3b)


527,587



285,594



583,628Professional fees


85,812



44,975



64,490Other


77,566



69,040



28,735Total expenses


4,703,822



4,866,711



5,725,383Net income (loss)

$
5,721,768


$
2,911,097


$
1,567,049Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent
    (Notes 1 and 7)

$
215.30


$
92.67


$
42.26   See accompanying notes to financial statements.
 F-11




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II

    Statements of Changes in Partners Capital
    for the years ended
    December 31, 2008, 2007 and 2006
  Limited


GeneralPartners


Partner


TotalPartners Capital at December 31, 2005

$
56,398,079


$
1,341,298


$
57,739,377Net income (loss)


1,529,678



37,371



1,567,049Redemption of 4,399.7948 Redeemable Units of Limited Partnership
    Interest


(6,817,984
)






(6,817,984
)Partners Capital at December 31, 2006


51,109,773



1,378,669



52,488,442Net income (loss)


2,604,375



306,722



2,911,097Sale of 1,008.7668 Unit equivalents of General Partner Interest






1,441,407



1,441,407Redemption of 5,971.8541 Redeemable Units of Limited Partnership
    Interest


(9,429,938
)






(9,429,938
)Partners Capital at December 31, 2007


44,284,210



3,126,798



47,411,008Net income (loss)


5,451,076



270,692



5,721,768Redemption of 1,144.5571 General Partner Unit equivalents






(2,000,000
)


(2,000,000
)Redemption of 3,781.8183 Redeemable Units of Limited Partnership
    Interest


(6,739,448
)






(6,739,448
)Partners Capital at December 31, 2008

$
42,995,838


$
1,397,490


$
44,393,328Net Asset Value per Unit:   2006:

$
1,559.032007:

$
1,651.702008:

$
1,867.00
   See accompanying notes to financial statements.
 F-12




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
 Notes to
    Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:            2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.  The Partnership has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.  All commodity interests
    (including derivative financial instruments and derivative
    commodity instruments) are held for trading purposes. The
    commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included F-13




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
    Notes to Financial Statements
    December 31, 2008
  as a component of equity in commodity futures trading account on
    the Statements of Financial Condition. Realized gains or losses
    and any change in net unrealized gains or losses from the
    preceding period are reported in the Statements of Income and
    Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    QuotedPrices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsInvestment in Partnerships

$
34,423,573


$



$
34,423,573


$
Total assets


34,423,573







34,423,573



LiabilitiesFutures

$
449


$
449


$



$
Total liabilities


449



449







Total fair value

$
34,423,124


$
(449
)

$
34,423,573


$
   d.
    Futures Contracts.  The Partnership and the
    Funds trade futures contracts. A futures contract is a firm
    commitment to buy or sell a specified quantity of investments,
    currency or a standardized amount of a deliverable grade
    commodity, at a specified price on a specified future date,
    unless the contract is closed before the delivery date or if the
    delivery quantity is something where physical delivery cannot
    occur (such as S&P 500 Index), whereby such contract
    is settled in cash. Payments (variation margin) may
    be made or received by the Partnership and the Funds each
    business day, depending on the daily fluctuations in the value
    of the underlying contracts, and are recorded as unrealized
    gains or losses by the Partnership and the Funds. When the
    contract is F-14




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
    Notes to Financial Statements
    December 31, 2008
  closed, the Partnership and the Funds record a realized gain or
    loss equal to the difference between the value of the contract
    at the time it was opened and the value at the time it was
    closed. Because transactions in futures contracts require
    participants to make both initial margin deposits of cash or
    other assets and variation margin deposits, through the futures
    broker, directly with the exchange on which the contracts are
    traded, credit exposure is limited. Realized gains (losses) and
    changes in unrealized gains (losses) on futures contracts are
    included in the Statements of Income and Expenses.  e.
    Forward Foreign Currency Contracts.  Foreign
    currency contracts are those contracts where the Funds agree to
    receive or deliver a fixed quantity of foreign currency for an
    agreed-upon
    price on an agreed 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 date, is included in the Statements of
    Financial Condition. Realized gains (losses) and changes in
    unrealized gains (losses) on foreign currency contracts are
    recognized in the period in which the contract is closed or the
    changes occur, respectively, and are included in the Statements
    of Income and Expenses.  f.
    London Metals Exchange Forward
    Contracts.Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of Aluminum, Copper, Lead,
    Nickel, Tin or Zinc. LME contracts traded by the Partnership and
    the Funds are cash settled based on prompt dates published by
    the LME. Payments (variation margin) may be made or
    received by the Partnership and the Funds each business day,
    depending on the daily fluctuations in the value of the
    underlying contracts, and are recorded as unrealized gains or
    losses by the Partnership and the Funds. A contract is
    considered offset when all long positions have been matched with
    short positions. When the contract is closed at the prompt date,
    the Partnership and the Funds record a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in LME contracts require participants to
    make both initial margin deposits of cash or other assets and
    variation margin deposits, through the broker, directly with the
    LME, credit exposure is limited. Realized gains (losses) and
    changes in unrealized gains (losses) on metal contracts are
    included in the Statements of Income and Expenses.  g.
    Options.  The Funds may purchase and write
    (sell) both exchange listed and over-the-counter options on
    commodities or financial instruments. An option is a contract
    allowing, but not requiring, its holder to buy (call) or sell
    (put) a specific or standard commodity or financial instrument
    at a specified price during a specified time period. The option
    premium is the total price paid or received for the option
    contract. When the Funds writes an option, the premium received
    is recorded as a liability in the Statements of Financial
    Condition and marked to market daily. When the Funds purchases
    an option, the premium paid is recorded as an asset in the
    Statements of Financial Condition and marked to market daily.
    Realized gains (losses) and changes in unrealized gains (losses)
    on options contracts are included in the Statements of Income
    and Expenses.h.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Partnerships income and
    expenses.   F-15




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
    Notes to Financial Statements
    December 31, 2008
      i.
    Recent Accounting Pronouncements.  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. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the
    Partnership accounts for derivatives (the Partnership does not
    have hedged items). Management is evaluating the enhanced
    disclosure requirements and does not believe that there will be
    any material impact on the financial statement disclosures.j.
    Certain prior period amounts have been reclassified to conform
    to the current year presentation.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreements:     F-16




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
    Notes to Financial Statements
    December 31, 2008
   c.
    Customer Agreement:  give-up 30-day 3-month
  4.
    Trading
    Activities:        5.
    Investment in
    Partnerships     F-17




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
    Notes to Financial Statements
    December 31, 2008
               F-18




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
    Notes to Financial Statements
    December 31, 2008
     December 31, 2008Total


Total


TotalAssets


Liabilities


CapitalWillowbridge Master

$
297,444,761


$
24,757


$
297,420,004Campbell Master


130,426,422



2,951,460



127,474,962Graham Master


227,486,890



2,995,948



224,490,942Eckhardt Master


20,545,262



15,827



20,529,435Total

$
675,903,335


$
5,987,992


$
669,915,343   December 31, 2007Total


Total


TotalAssets


Liabilities


CapitalWillowbridge Master

$
213,552,209


$
497,187


$
213,055,022Campbell Master


226,825,488



10,129,288



216,696,200Graham Master


223,277,892



9,683,505



213,594,387Total

$
663,655,589


$
20,309,980


$
643,345,609     % of














NetPartnerships








Expenses


Income


Investment

RedemptionsFunds

Net Assets


Fair Value


Income (Loss)


Commissions


Other


(Loss)


Objective

PermittedFor the year ended December 31, 2008Willowbridge Master


22.63
%

$
10,048,026


$
4,121,243


$
12,208


$
1,264


$
4,107,771


Commodity
    Portfolio

MonthlyCampbell Master


17.01
%


7,553,259



395,828



6,404



2,649



386,775


Financials
    Metals &
    Energy
    Portfolio

MonthlyGraham Master


23.71
%


10,523,193



3,112,416



44,774



1,428



3,066,214


Commodity
    Portfolio

MonthlyEckhardt Master


14.19
%


6,299,095



301,171



6,712



20,769



273,690


Commodity
    Portfolio

MonthlyTotal





$
34,423,573


$
7,930,658


$
70,098


$
26,110


$
7,834,450   % of














NetPartnerships








Expenses


Income


Investment

RedemptionsFunds

Net Assets


Fair Value


Income (Loss)


Commissions


Other


(Loss)


Objective

PermittedFor the year ended December 31, 2007Willowbridge Master


17.57
%

$
8,331,766


$
1,817,249


$
20,176


$
1,379


$
1,795,694


Commodity
    Portfolio

MonthlyCampbell Master


26.60
%


12,609,331



(942,615
)


24,599



2,119



(969,333
)

Financials
    Metals &
    Energy
    Portfolio

MonthlyGraham Master


23.83
%


11,300,123



1,949,573



42,423



1,418



1,905,732


Commodity
    Portfolio

MonthlyTotal





$
32,241,220


$
2,824,207


$
87,198


$
4,916


$
2,732,093  F-19




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
    Notes to Financial Statements
    December 31, 2008
  6.
    Distributions and
    Redemptions:    7.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
259.03


$
82.52


$
34.01Interest income


18.06



54.17



57.29Expenses**


(61.79
)


(44.02
)


(49.04
)Increase (decrease) for the year


215.30



92.67



42.26Net Asset Value per Redeemable Unit, beginning of year


1,651.70



1,559.03



1,516.77Net Asset Value per Redeemable Unit, end of year

$
1,867.00


$
1,651.70


$
1,559.03   Ratios to average net assets:Net investment income (loss) before incentive fees***


(8.1
)%


(5.6
)%


(5.5
)%Operating expenses


9.2
%


9.1
%


9.2
%Incentive fees


1.2
%


0.6
%


1.0
%Total expenses


10.4
%


9.7
%


10.2
%Total return:Total return before incentive fees


14.4
%


6.6
%


3.9
%Incentive fees


(1.4
)%


(0.7
)%


(1.1
)%Total return after incentive fees


13.0
%


5.9
%


2.8
%    *
    
    Includes brokerage commissions.**
    
    Excludes brokerage commissions.***
    
    Interest income less total expenses.    8.
    Financial
    Instrument Risks:  over-the-counter
 F-20




---



##### 



Smith Barney
    Diversified Futures Fund L.P. II
    Notes to Financial Statements
    December 31, 2008
             F-21




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    June 30, 2008
    
    March 31, 2008Net realized and unrealized trading gains (losses) and
investment in Partnerships net of brokerage commissions
and clearing fees including interest income
    
    $
    3,572,399
    
    
    $
    (2,896,235
    )
    
    $
    4,863,658
    
    
    $
    1,807,377Net income (loss)
    
    $
    3,162,223
    
    
    $
    (3,184,461
    )
    
    $
    4,247,206
    
    
    $
    1,496,800Increase (decrease) in Net Asset Value per Unit
    
    $
    127.32
    
    
    $
    (124.22
    )
    
    $
    159.81
    
    
    $
    52.39
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2007 to
    
    July 1, 2007 to
    
    April 1, 2007 to
    
    January 1, 2007 toDecember 31, 2007
    
    September 30, 2007
    
    June 30, 2007
    
    March 31, 2007Net realized and unrealized trading gains (losses) and investment in Partnerships net of
brokerage commissions and clearing fees including
interest income
    
    $
    3,898,085
    
    
    $
    (2,593,832
    )
    
    $
    7,055,425
    
    
    $
    (4,045,729
    )Net income (loss)
    
    $
    3,326,816
    
    
    $
    (2,871,722
    )
    
    $
    6,774,588
    
    
    $
    (4,318,585
    )Increase (decrease) in Net Asset Value per Unit
    
    $
    105.51
    
    
    $
    (89.00
    )
    
    $
    206.31
    
    
    $
    (130.15
    )
 F-22




---



##### 



To the Limited
    Partners of
    CMF Willowbridge Argo Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-23




---



##### 



Report of Independent Auditors
 
   
 F-24




---



##### 



Report of Independent Registered Public Accounting Firm
 
 
 
 
  
 F-25




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
275,579,764


$
188,183,371Cash margin (Note 3c)


17,345,935



14,736,861Net unrealized appreciation on open futures contracts


4,514,064



10,159,667297,439,763



213,079,899Interest receivable


4,998



472,310Total assets

$
297,444,761


$
213,552,209Liabilities and Partners Capital:Liabilities:Accrued expenses:Professional fees

$
19,759


$
24,877Distribution payable (Note 5)


4,998



472,310Total liabilities


24,757



497,187Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2008 and 2007






Limited Partners Capital, 137,871.4938 and 151,669.7533
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, in 2008 and 2007, respectively


297,420,004



213,055,022Total liabilities and partners capital

$
297,444,761


$
213,552,209   See accompanying notes to financial statements.
 F-26




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
 Schedule of
    Investments
    December 31, 2008
  % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
521,823



0.17
%Grains


496,363



0.17Interest Rates U.S.


1,365,961



0.46Interest Rates Non-U.S.


1,847,392



0.62Metals


711,975



0.24Softs


(99,463
)


(0.03
)Total futures contracts purchased


4,844,051



1.63Futures Contracts SoldEnergy


694,880



0.23Grains


(294,592
)


(0.10
)Metals


(730,275
)


(0.24
)Total futures contracts sold


(329,987
)


(0.11
)Total fair value

$
4,514,064



1.52
%   See accompanying notes to financial statements.
 F-27




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
 Schedule of
    Investments
    December 31, 2007
  % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
(660,785
)


(0.31
)%Energy


3,295,752



1.55Grains


6,206,586



2.91Interest Rates U.S.


999,269



0.47Interest Rates Non-U.S.


309,793



0.14Metals


63,190



0.03Softs


359,678



0.17Total futures contracts purchased


10,573,483



4.96Futures Contracts SoldCurrencies


(17,588
)


(0.01
)Energy


(278,590
)


(0.13
)Interest Rates Non-U.S.


(170,173
)


(0.08
)Livestock


79,810



0.04Metals


(27,275
)


(0.01
)Total futures contracts sold


(413,816
)


(0.19
)Total fair value

$
10,159,667



4.77
%   See accompanying notes to financial statements.
 F-28




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
 Statements
    of Income and Expenses
    for the years ended December 31, 2008, 2007 and 2006
  2008


2007


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

$
120,270,941


$
45,753,249


$
7,356,887Change in net unrealized gains (losses) on open positions


(5,645,603
)


(875,016
)


199,393Gain (loss) from trading, net


114,625,338



44,878,233



7,556,280Interest income


2,959,647



6,365,854



6,973,475Total income (loss)


117,584,985



51,244,087



14,529,755Expenses:Clearing fees


340,947



437,674



686,498Professional fees


35,786



29,863



34,341Total expenses


376,733



467,537



720,839Net income (loss)

$
117,208,252


$
50,776,550


$
13,808,916Net income (loss) per Redeemable Unit of Limited Partnership
    Interest (Notes 1 and 6)

$
771.84


$
352.58


$
83.95   See accompanying notes to financial statements.
 F-29




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.

    Statements of Changes in Partners Capital
    for the years ended December 31, 2008, 2007 and
    2006
  PartnersCapitalPartners Capital at December 31, 2005

$
169,682,051Net income (loss)


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


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


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


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


183,568,130Net income (loss)


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


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


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


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


213,055,022Net income (loss)


117,208,252Sale of 60,036.9500 Redeemable Units of Limited Partnership
    Interest


106,466,700Redemption of 73,835.2095 Redeemable Units of Limited
    Partnership Interest


(136,350,323
)Distribution of interest income to feeder funds


(2,959,647
)Partners Capital December 31, 2008

$
297,420,004Net Asset Value per Redeemable Unit of Limited Partnership
    Interest:  2006:

$
1,094.572007:

$
1,404.732008:

$
2,157.23
   See accompanying notes to financial statements.
 F-30




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
 Notes to
    Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:             F-31




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.  The Master has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.  All commodity interests of the
    Master (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in commodity futures trading account on the Statements of
    Financial Condition. Realized gains or losses and any change in
    net unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.Fair Value Measurements.  The Master adopted
    Statement of Financial Accounting Standards No. 157,
    Fair Value Measurements(SFAS 157) as of
    January 1, 2008 which defines fair value as the price that
    would be received to sell an asset or paid to transfer a
    liability in an orderly transaction between market participants
    at the measurement date. SFAS 157 establishes a framework
    for measuring fair value and expands disclosures regarding fair
    value measurements in accordance with GAAP. The fair value
    hierarchy gives the highest priority to unadjusted quoted prices
    in active markets for identical assets or liabilities
    (Level 1) and the lowest priority to fair values
    derived from unobservable inputs (Level 3). The level in
    the fair value hierarchy within which the fair value measurement
    in its entirety falls shall be determined based on the lowest
    level input that is significant to the fair value measurement in
    its entirety. The Master did not apply the deferral allowed by
    FASB Staff Positions
    No. FAS 157-2,
    Effective Date of FASB Statement No. 157, for
    nonfinancial assets and nonfinancial liabilities measured at
    fair value on a nonrecurring basis.The Master considers prices for exchange traded commodity
    futures, forwards and options contracts to be based on quoted
    prices in active markets for identical assets (Level 1).
    The values of non exchange traded forwards, swaps and certain
    options contracts for which market quotations are not readily
    available, are priced by broker-dealers who derive fair values
    for those assets from observable inputs (Level 2). As of
    December 31, 2008, the Master did not hold any derivative
    instruments for which market quotations are not readily
    available, are priced by broker-dealers who derive fair values
    for those assets from observable inputs (Level 2) or that
    are priced at fair value using unobservable inputs through the
    application of managements assumptions and internal
    valuation pricing models (Level 3).  F-32




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  Quoted Prices inActive Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2008


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
4,514,064


$
4,514,064


$



$
Total assets


4,514,064



4,514,064







Total fair value

$
4,514,064


$
4,514,064


$



$
   d.
    Futures Contracts.  The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery can not occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.e.
    Income and Expenses Recognition.  All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination.  f.
    Income Taxes.  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.  In 2007, the Master 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 Masters financial
    statements to determine whether the tax positions are
    more-likely-than-not to be 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 Master for the year ended
    December 31, 2008 and that no provision for income tax is
    required in the Masters financial statements.The following are the major tax jurisdictions for the Master and
    the earliest tax year subject to examination: United
    States  2005.g.
    Recent Accounting Pronouncements.  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. The standard expands the disclosure requirements for
    derivatives and hedged items and has no F-33




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  impact on how the Master accounts for derivatives (the Master
    does not have hedged items). Management is evaluating the
    enhanced disclosure requirements and does not believe that there
    will be any material impact on the financial statement
    disclosures.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
  4.
    Trading
    Activities:      5.
    Distributions and
    Redemptions:   F-34




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
   6.
    Financial
    Highlights:    2008


2007


2006Net realized and change in unrealized gains (losses)*

$
752.74


$
310.35


$
42.22Interest income


19.34



42.42



41.94Expenses**


(.24
)


(0.19
)


(0.21
)Increase (decrease) for the year


771.84



352.58



83.95Distribution of interest income to feeder funds


(19.34
)


(42.42
)


(41.94
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


1,404.73



1,094.57



1,052.56Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
2,157.23


$
1,404.73


$
1,094.57    *
    
    Includes clearing fees**
    
    Excludes clearing fees  2008


2007


2006Ratios to average net assets:Net investment income (loss)***


1.0
%


3.5
%


3.6
%Operating expenses


0.1
%


0.3
%


0.4
%Total return


54.9
%


32.2
%


8.0
%    ***
    
    Interest income less total expenses    7.
    Financial
    Instrument Risks:     F-35




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
        F-36




---



##### 



For the period from
    
    
    For the period from
    
    
    For the period from
    
    
    For the period fromOctober 1, 2008 to
    
    
    July 1, 2008 to
    
    
    April 1, 2008 to
    
    
    January 1, 2008 toDecember 31, 2008
    
    
    September 30, 2008
    
    
    June 30, 2008
    
    
    March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    27,126,788
    
    
    $
    9,695,635
    
    
    $
    61,112,070
    
    
    $
    19,309,545Net income (loss)
    
    $
    27,118,311
    
    
    $
    9,686,363
    
    
    $
    61,102,423
    
    
    $
    19,301,155Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    190.01
    
    
    $
    68.64
    
    
    $
    389.12
    
    
    $
    124.07
 For the period from
    
    
    For the period from
    
    
    For the period from
    
    
    For the period fromOctober 1, 2007 to
    
    
    July 1, 2007 to
    
    
    April 1, 2007 to
    
    
    January 1, 2007 toDecember 31, 2007
    
    
    September 30, 2007
    
    
    June 30, 2007
    
    
    March 31, 2007Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    46,270,390
    
    
    $
    (6,130,894
    )
    
    $
    40,955,768
    
    
    $
    (30,288,851
    )Net income (loss)
    
    $
    46,266,008
    
    
    $
    (6,138,210
    )
    
    $
    40,946,666
    
    
    $
    (30,297,914
    )Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    310.58
    
    
    $
    (42.99
    )
    
    $
    280.04
    
    
    $
    (195.05
    )
 F-37




---



##### 



To the Limited
    Partners of
    CMF Campbell Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
 212-559-2011
 F-38




---



##### 



Report of Independent Auditors
 
   
 F-39




---



##### 



Report of Independent Registered Public Accounting Firm
 
 
 
 
  
 F-40




---



##### 



CMF Campbell
    Master Fund L.P.

    Statements of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
119,063,081


$
202,331,563Cash margin (Note 3c)


7,947,067



17,299,861Net unrealized appreciation on open futures contracts


159,230



1,316,942Unrealized appreciation on open forward contracts


3,234,818



5,178,307Options owned, at fair value (cost $36,166 and $269,832 at
    December 31, 2008 and 2007, respectively)


20,304



263,000130,424,500



226,389,673Interest receivable


1,922



435,815Total assets

$
130,426,422


$
226,825,488Liabilities and Partners Capital:Liabilities:Unrealized depreciation on open forward contracts

$
2,837,275


$
7,684,822Options written, at fair value (premium $108,994 and $153,329 at
    December 31, 2008 and 2007, respectively)


82,624



110,504Accrued expenses:Professional fees


29,639



22,189Redemption payable (Note 5)






1,875,958Distribution payable (Note 5)


1,922



435,815Total liabilities


2,951,460



10,129,288Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2008 and 2007






Limited Partners Capital, 112,523.4490 and 197,763.9128
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2008 and 2007, respectively


127,474,962



216,696,200Total liabilities and partners capital

$
130,426,422


$
226,825,488   See accompanying notes to financial statements.
 F-41




---



##### 



CMF Campbell
    Master Fund L.P.

    Schedule of Investments
    December 31, 2008
  % of PartnersFair Value


CapitalFutures Contracts PurchasedInterest Rates Non-U.S

$
600,131



0.47
%Interest Rates U.S


(204,258
)


(0.16
)Indices


44,667



0.04Metals


3,250



0.00
*Total futures contracts purchased


443,790



0.35Futures Contracts SoldEnergy


(42,257
)


(0.03
)Interest Rates Non-U.S


(92,304
)


(0.07
)Interest Rates U.S


(987
)


(0.00
)*Indices


(149,012
)


(0.12
)Total futures contracts sold


(284,560
)


(0.22
)Net unrealized appreciation on open futures contracts


159,230



0.13Unrealized Appreciation on Open Forward ContractsCurrencies


3,229,485



2.53Metals


5,333



0.00
*Total unrealized appreciation on open forward contracts


3,234,818



2.53Unrealized Depreciation on Open Forward ContractsCurrencies


(2,741,087
)


(2.15
)Metals


(96,188
)


(0.08
)Total unrealized depreciation on open forward contracts


(2,837,275
)


(2.23
)Options OwnedCurrencies


20,304



0.02Options WrittenCurrencies


(82,624
)


(0.06
)Total fair value

$
494,453



0.39
%   *
    
    Due to rounding.  See accompanying notes to financial statements.
 F-42




---



##### 



CMF Campbell
    Master Fund L.P.
    Schedule of Investments
    December 31, 2007
  % of PartnersFair Value


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
)Net unrealized appreciation on open futures contracts


1,316,942



0.61Unrealized 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 OwnedCurrencies


263,000



0.12Options WrittenCurrencies


(110,504
)


(0.05
)Total fair value

$
(1,037,077
)


(0.48
)%    *
    
    Due to rounding  See accompanying notes to financial statements.
 F-43




---



##### 



CMF Campbell
    Master Fund L.P.
 Statements of Income and Expenses
 for the years ended December 31, 2008, 2007 and 2006
  2008


2007


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

$
5,096,789


$
(7,020,650
)

$
(8,703,477
)Change in net unrealized gains (losses) on open positions


1,720,861



(19,893,661
)


29,791,293Gain (loss) from trading, net


6,817,650



(26,914,311
)


21,087,816Interest income (Note 3c)


1,898,928



9,721,573



12,424,375Total income (loss)


8,716,578



(17,192,738
)


33,512,191Expenses:Clearing fees


114,965



436,254



318,206Professional fees


46,143



38,051



52,325Total expenses


161,108



474,305



370,531Net income (loss)

$
8,555,470


$
(17,667,043
)

$
33,141,660Net income (loss) per Redeemable Unit of Limited Partnership
    Interest (Notes 1 and 6)

$
48.81


$
(82.98
)

$
123.70   See accompanying notes to financial statements.
 F-44




---



##### 



CMF Campbell
    Master Fund L.P.
 Statements of Changes in Partners Capital
 for the years ended December 31, 2008, 2007 and 2006
   PartnersCapitalPartners capital at December 31, 2005

$
326,390,773Net income (loss)


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 to feeder funds


(12,424,375
)Partners capital at December 31, 2006


327,090,390Net income (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 to feeder funds


(9,721,573
)Partners capital at December 31, 2007


216,696,200Net income (loss)


8,555,470Sale of 7,110.7187 Redeemable Units of Limited Partnership
    Interest


7,921,000Redemption of 92,351.1825 Redeemable Units of Limited
    Partnership Interest


(103,798,780
)Distribution of interest to feeder funds


(1,898,928
)Partners capital at December 31, 2008

$
127,474,962Net Asset Value per Redeemable Unit of Limited Partnership
    Interest:   2006:

$
1,219.752007:

$
1,095.732008:

$
1,132.87
   See accompanying notes to financial statements.
 F-45




---



##### 



CMF Campbell
    Master Fund L.P.

    Notes to Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:           F-46




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
      2.
    Accounting
    Policies:  a.
    Use of Estimates.The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.The Master has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.All commodity interests of the
    Master (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in commodity futures trading account on the Statements of
    Financial Condition. Realized gains or losses and any change in
    net unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    F-47




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable12/31/2008


(Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
159,230


$
159,230


$



$
Forwards


3,234,818



5,333



3,229,485



Options owned


20,304







20,304



Total assets

$
3,414,352


$
164,563


$
3,249,789


$
LiabilitiesForwards

$
2,837,275


$
96,188


$
2,741,087


$
Options written


82,624







82,624



Total liabilities


2,919,899



96,188



2,823,711



Total fair value

$
494,453


$
68,375


$
426,078


$
   d.
    Futures Contracts.The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery cannot occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.e.
    Forward Foreign Currency Contracts.Foreign
    currency contracts are those contracts where the Master 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 Masters net equity therein,
    representing unrealized gain or loss on the contracts as
    measured by the difference between the forward foreign exchange
    rates at the dates of entry into the contracts and the forward
    rates at the reporting date, is included in the Statements of
    Financial Condition. Realized gains (losses) and changes in
    unrealized gains (losses) on foreign currency contracts are
    recognized in the period in which the contract is closed or the
    changes occur, respectively, and are included in the Statements
    of Income and Expenses.  f.
    London Metals Exchange Forward
    Contracts.  Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of Aluminum, Copper, Lead,
    Nickel, Tin  or Zinc. LME contracts traded by the Master are
    cash settled based on prompt dates published by the LME.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. A contract
    is considered offset when all long positions have been matched
    with short positions. When the contract is closed at the prompt
    date, the Master records a realized gain or loss equal to the
    difference between the value of the contract at the time it was
    opened and the value at the time it was closed. Because F-48




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  transactions in LME contracts require participants to make both
    initial margin deposits of cash or other assets and variation
    margin deposits, through the broker, directly with the LME,
    credit exposure is limited. Realized gains (losses) and changes
    in unrealized gains (losses) on metal contracts are included in
    the Statements of Income and Expenses.  g.
    Options.The Master may purchase and write
    (sell), both exchange listed and over-the-counter, options on
    commodities or financial instruments. An option is a contract
    allowing, but not requiring, its holder to buy (call) or sell
    (put) a specific or standard commodity or financial instrument
    at a specified price during a specified time period. The option
    premium is the total price paid or received for the option
    contract. When the Master writes an option, the premium received
    is recorded as a liability in the Statements of Financial
    Condition and marked to market daily. When the Master purchases
    an option, the premium paid is recorded as an asset in the
    Statements of Financial Condition and marked to market daily.
    Realized gains (losses) and changes in unrealized gains (losses)
    on options contracts are included in the Statements of Income
    and Expenses.h.
    Income and Expenses Recognition.All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination.  i.
    Income Taxes.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.      j.
    Recent Accounting Pronouncements.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. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the Master
    accounts for derivatives (the Master does not have hedged
    items). Management is evaluating the enhanced disclosure
    requirements and does not believe that there will be any
    material impact on the financial statement disclosures.  3.
    Agreements:  a.
    Limited Partnership Agreement:   F-49




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
  4.
    Trading
    Activities:      5.
    Distributions and
    Redemptions:   F-50




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
37.47


$
(123.87
)

$
81.10Interest income


11.67



41.04



42.78Expenses**


(0.33
)


(0.15
)


(0.18
)Increase (decrease) for the year


48.81



(82.98
)


123.70Distribution of interest income to feeder funds


(11.67
)


(41.04
)


(42.78
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


1,095.73



1,219.75



1,138.83Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
1,132.87


$
1,095.73


$
1,219.75    *
    
    Includes clearing fees

**
    
    Excludes clearing fees  Ratios to average net assets:Net investment income (loss)***


1.0
%


3.3
%


3.6
%Operating expenses


0.1
%


0.2
%


0.1
%Total return


4.5
%


(6.8
)%


10.9
%    ***
    
    Interest income less total expenses    7.
    Financial
    Instrument Risks:       F-51




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
         F-52




---



##### 



For the period
    
    For the period
    
    
    
    
    
    For the periodfrom
    
    from
    
    For the period
    
    fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    from
    
    January 1, 2008December 31,
    
    September 30,
    
    April 1, 2008 to
    
    to2008
    

2008
    

June 30, 2008
    

March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees
including interest
income
    
    $
    (587,579
    )
    
    $
    (4,348,292
    )
    
    $
    10,671,583
    
    
    $
    2,865,901Net income (loss)
    
    $
    (607,961
    )
    
    $
    (4,356,671
    )
    
    $
    10,663,067
    
    
    $
    2,857,035Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    (4.11
    )
    
    $
    (32.44
    )
    
    $
    70.15
    
    
    $
    15.21For the period
    
    For the period
    
    
    
    
    
    For the periodfrom
    
    from
    
    For the period
    
    fromOctober 1, 2007 to
    
    July 1, 2007 to
    
    from
    
    January 1, 2007December 31,
    
    September 30,
    
    April 1, 2007 to
    
    to2007
    
    2007
    
    June 30, 2007
    
    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 Redeemable Unit
    
    $
    (9.68
    )
    
    $
    (184.66
    )
    
    $
    171.71
    
    
    $
    (60.35
    )
 F-53




---



##### 



To the Limited
    Partners of
    CMF Graham Capital Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-54




---



##### 



Report of Independent Auditors
 
   
 F-55




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-56




---



##### 



CMF Graham
    Capital Master Fund L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


2007Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
214,551,266


$
191,110,075Cash margin (Note 3c)


9,073,580



24,672,137Net unrealized appreciation on open futures contracts


1,162,793



278,888Unrealized appreciation on open forward contracts


2,695,908



6,792,116227,483,547



222,853,216Interest receivable


3,343



424,676Total assets

$
227,486,890


$
223,277,892Liabilities and Partners Capital:Liabilities:Unrealized depreciation on open forward contracts

$
2,975,865


$
7,439,350Accrued expenses:Professional fees


16,740



24,122Distribution payable


3,343



424,676Redemptions payable






1,795,357Total liabilities


2,995,948



9,683,505Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2008 and 2007






Limited Partners Capital, 146,784.8652 and 186,334.8221
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2008 and 2007, respectively


224,490,942



213,594,387Total liabilities and partners capital

$
227,486,890


$
223,277,892   See accompanying notes to financial statements.
 F-57




---



##### 



CMF Graham
    Capital Master Fund L.P.
 Schedule of
    Investments
    December 31, 2008
  % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
1,840



0.00
%*Energy


325,615



0.15Grains


13,370



0.01Indices


(19,645
)


(0.01
)Interest Rates Non-U.S.


947,609



0.42Interest Rates U.S.


507,653



0.23Metals


33,132



0.01Softs


3,251



0.00
*Total futures contracts purchased


1,812,825



0.81Futures Contracts SoldCurrencies


8,038



0.00
*Energy


(266,237
)


(0.12
)Grains


(207,227
)


(0.09
)Indices


(86,831
)


(0.04
)Interest Rates Non-U.S.


(9,163
)


(0.00
)*Livestock


25,220



0.01Metals


(35,970
)


(0.02
)Softs


(77,862
)


(0.03
)Total futures contracts sold


(650,032
)


(0.29
)Net unrealized appreciation on open futures contracts


1,162,793



0.52Unrealized Appreciation on Open Forward ContractsCurrencies


2,398,640



1.07Metals


297,268



0.13Total unrealized appreciation on open forward contracts


2,695,908



1.20Unrealized Depreciation on Open Forward ContractsCurrencies


(2,764,819
)


(1.23
)Metals


(211,046
)


(0.10
)Total unrealized depreciation on open forward contracts


(2,975,865
)


(1.33
)Total fair value

$
882,836



0.39
%     See accompanying notes to financial statements.
 F-58




---



##### 



CMF Graham
    Capital Master Fund L.P.
 Schedule of
    Investments
    December 31, 2007
  % of PartnersFair Value


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
)Net unrealized appreciation on open futures contracts


278,888



0.13Unrealized 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
)%     See accompanying notes to financial statements.
 F-59




---



##### 



CMF Graham
    Capital Master Fund L.P.
 Statements
    of Income and Expenses
    for the years ended December 31, 2008, 2007 and
    for the period April 1, 2006
    (commencement of trading operations)
    to December 31, 2006
  2008


2007


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

$
61,878,532


$
37,612,230


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


1,251,182



(7,303,599
)


6,935,253Gain (loss) from trading, net


63,129,714



30,308,631



(3,759,611
)Interest income


2,202,621



7,463,020



5,820,992Total income (loss)


65,332,335



37,771,651



2,061,381Expenses:Clearing fees


940,378



857,460



473,603Professional fees


30,056



29,466



39,606Total expenses


970,434



886,926



513,209Net income (loss)

$
64,361,901


$
36,884,725


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

$
396.07


$
187.22


$
24.48   See accompanying notes to financial statements.
 F-60




---



##### 



CMF Graham
    Capital Master Fund L.P.

    Statements of Changes in Partners Capital
    for the years ended December 31, 2008, 2007 and
    for the period April 1, 2006
    (commencement of trading operations)
    to December 31, 2006
  PartnersCapitalInitial capital contribution from Limited Partners at
    April 1, 2006 representing 70,241.9393 Units of Limited
    Partnership Interest

$
70,241,939Net income (loss)


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 (loss)


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


213,594,387Net income (loss)


64,361,901Sale of 3,998.1810 Redeemable Units of Limited Partnership
    Interest


5,096,496Redemption of 43,548.1379 Redeemable Units of Limited
    Partnership Interest


(56,359,221
)Distribution of interest income to feeder funds


(2,202,621
)Partners Capital at December 31, 2008

$
224,490,942Net Asset Value per Redeemable Unit of Limited Partnership
    Interest:   2006:

$
995.612007:

$
1,146.292008:

$
1,529.39
   See accompanying notes to financial statements.
 F-61




---



##### 



CMF Graham
    Capital Master Fund L.P.
 Notes to
    Financial Statements
    December 31, 2008
  1.  Partnership
    Organization:
           F-62




---



##### 



CMF Graham
    Capital Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
    2.  Accounting
    Policies:
  a.
    Use of Estimates.The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.The Master has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102).c.
    Investments.All commodity interests of the
    Master (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in commodity futures trading account on the Statements of
    Financial Condition . Realized gains  or losses and any change
    in net unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.  Fair Value Measurements. Fair Value
    Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    F-63




---



##### 



CMF Graham
    Capital Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets


Observable Inputs


Unobservable Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
1,162,793


$
1,162,793


$



$
Forwards


2,695,908



297,268



2,398,640



Total assets


3,858,701



1,460,061



2,398,640



LiabilitiesForwards

$
2,975,865


$
211,046


$
2,764,819


$
Total liabilities


2,975,865



211,046



2,764,819



Total fair value

$
882,836


$
1,249,015


$
(366,179
)

$
   d.
    Futures Contracts.The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery cannot occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.e.
    Forward Foreign Currency Contracts.Foreign
    currency contracts are those contracts where the Master 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 Masters net equity therein,
    representing unrealized gain or loss on the contracts as
    measured by the difference between the forward foreign exchange
    rates at the dates of entry into the contracts and the forward
    rates at the reporting date, is included in the Statements of
    Financial Condition. Realized gains (losses) and changes in
    unrealized gains (losses) on foreign currency contracts are
    recognized in the period in which the contract is closed or the
    changes occur, respectively, and are included in the Statements
    of Income and Expenses.f.
    London Metals Exchange Forward
    Contracts.Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of Aluminum, Copper, Lead,
    Nickel, Tin  or Zinc. LME contracts traded by the Master are
    cash settled based on prompt dates published by the LME.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. A contract
    is considered offset when all long positions have been matched
    with short positions. When the contract is closed at the prompt
    date, the Master records a realized gain or loss equal to the
    difference between the value of the contract at the time it was
    opened and the value at the time it was closed. Because
    transactions in LME contracts require participants to make both
    initial margin deposits of cash or other assets and variation
    margin deposits, through the broker, directly with the LME, F-64




---



##### 



CMF Graham
    Capital Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  credit exposure is limited. Realized gains (losses) and changes
    in unrealized gains (losses) on metal contracts are included in
    the Statements of Income and Expenses.  g.
    Income and Expenses Recognition.All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination.h.
    Income Taxes.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.      i.
    Recent Accounting Pronouncements.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. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the Master
    accounts for derivatives (the Master does not have hedged
    items). Management is evaluating the enhanced disclosure
    requirements and does not believe that there will be any
    material impact on the financial statement disclosures.  3.  Agreements:
  a.
    Limited Partnership Agreement:    b.
    Management Agreement:   F-65




---



##### 



CMF Graham
    Capital Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
   c.
    Customer Agreement:  give-up,
  4.
    Trading
    Activities:      5.
    Distributions and
    Redemptions:    6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
383.27


$
150.83


$
(4.18
)Interest income


12.97



36.54



28.87Expenses**


(0.17
)


(0.15
)


(0.21
)Increase (decrease) for the period


396.07



187.22



24.48Distribution of interest income to feeder funds


(12.97
)


(36.54
)


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


1,146.29



995.61



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

$
1,529.39


$
1,146.29


$
995.61Ratios to Average Net Assets:Net investment income (loss)***


0.6%



3.0%



3.8%****Operating expenses


0.4%



0.4%



0.4%****Total return


34.6%



18.8%



2.4%    *
    
    Includes clearing fees F-66




---



##### 



CMF Graham
    Capital Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
    **
    
    Excludes clearing fees***
    
    Interest income less total expenses****
    
    Annualized    7.
    Financial
    Instrument Risks:           F-67




---



##### 



For the period
    
    
    For the periodfrom
    
    
    from
    
    
    For the period
    
    
    For the periodOctober 1, 2008 to
    
    
    July 1, 2008 to
    
    
    from
    
    
    fromDecember 31,
    
    
    September 30,
    
    
    April 1, 2008 to
    
    
    January 1, 2008 to2008
    
    
    2008
    
    
    June 30, 2008
    
    
    March 31, 2008Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
clearing fees plus
interest income
    
    $
    34,035.718
    
    
    $
    (8,466,890
    )
    
    $
    18,680,824
    
    
    $
    20,142,305Net income (loss)
    
    $
    34,029,127
    
    
    $
    (8,473,481
    )
    
    $
    18,672,387
    
    
    $
    20,133,868Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    224.58
    
    
    $
    (52.04
    )
    
    $
    112.99
    
    
    $
    110.54
 For the period
    
    
    For the periodfrom
    
    
    from
    
    
    For the period
    
    
    For the periodOctober 1, 2007 to
    
    
    July 1, 2007 to
    
    
    from
    
    
    fromDecember 31,
    
    
    September 30,
    
    
    April 1, 2007 to
    
    
    January 1, 2007 to2007
    
    
    2007
    
    
    June 30, 2007
    
    
    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 Redeemable Unit
    
    $
    45.83
    
    
    $
    (11.73
    )
    
    $
    222.94
    
    
    $
    (69.82
    )
 F-68




---



##### 



To the
    Limited Partners of
    CMF Eckhardt Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC    212-559-2011
 F-69




---



##### 



Report of
    Independent Auditors
        
 F-70




---



##### 



CMF
    Eckhardt Master Fund L.P.
 Statement of
    Financial Condition
    December 31, 2008
  2008Assets:Equity in commodity futures trading account:Cash (Note 3c)

$
19,322,653Cash margin (Note 3c)


1,194,988Net unrealized appreciation on open futures positions


27,31320,544,954Interest receivable


308Total assets

$
20,545,262Liabilities and Partners Capital:Liabilities:Accrued expenses:Professional fees

$
15,519Distribution payable (Note 5)


308Total liabilities


15,827Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2008


Limited Partners Capital, 19,854.0401 Redeemable
    Units of Limited Partnership Interest outstanding at
    December 31, 2008


20,529,435Total liabilities and partners capital

$
20,545,262   See accompanying notes to financial statements.
 F-71




---



##### 



CMF
    Eckhardt Master Fund L.P.
 Schedule of
    Investments
    December 31, 2008
  % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
(30,425
)


(0.15
)%Interest Rates U.S


(90,041
)


(0.44
)Interest Rates Non-U.S


117,578



0.57Metals


3,730



0.02Softs


31,088



0.15Total futures contracts purchased


31,930



0.15Futures Contracts SoldCurrencies


(9,807
)


(0.05
)Softs


5,190



0.03Total futures contracts sold


(4,617
)


(0.02
)Net unrealized appreciation on open futures contracts


27,313



0.13Total fair value

$
27,313



0.13
%   See accompanying notes to financial statements.
 F-72




---



##### 



CMF
    Eckhardt Master Fund L.P.

    Statement of Income and Expenses
    for the period April 1, 2008
    (commencement of trading operations)
    to December 31, 2008
  2008Income:Net gains on trading of commodity interests:Net realized gains on closed positions

$
821,249Change in net unrealized gains on open positions


27,313Gains from trading, net


848,562Interest income


150,521Total income (Note 3c)


999,083Expenses:Clearing fees


23,298Professional fees


71,050Total expenses


94,348Net income

$
904,735Net income per Redeemable Unit of Limited Partnership Interest
    (Notes 1 and 6)

$
40.34   See accompanying notes to financial statements.
 F-73




---



##### 



CMF
    Eckhardt Master Fund L.P.

    Statement of Changes in Partners Capital
    for the period April 1, 2008
    (commencement of trading operations)
    to December 31, 2008
  PartnersCapitalInitial capital contribution from Limited Partners at
    April 1, 2008 representing 24,000.0000 Redeemable Units of
    Limited Partnership Interest

$
24,000,000Net income


904,735Sale of 964.0322 Redeemable Units of Limited Partnership Interest


1,000,000Redemption of 5,109.9921 Redeemable Units of Limited Partnership
    Interest


(5,224,779
)Distribution of interest income to feeder funds


(150,521
)Partners capital at December 31, 2008

$
20,529,435     2008:

$
1,034.02
   See accompanying notes to financial statements.
 F-74




---



##### 



CMF
    Eckhardt Master Fund L.P.

    Notes to Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:              2.
    Accounting
    Policies:  a.
    Use of Estimates.The preparation of financial
    statements and accompanying notes in conformity with
    U.S. generally accepted accounting principles
    (GAAP) requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. Actual results could differ from these
    estimates.b.
    Statement of Cash Flows.The Master has
    elected not to provide a Statement of Cash Flows as permitted by
    Statement of Financial Accounting Standards No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale (FAS 102). F-75




---



##### 



CMF
    Eckhardt Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
   c.
    Investments.All commodity interests of the
    Master (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in commodity futures trading account on the Statement of
    Financial Condition. Realized gains or losses and any change in
    net unrealized gains or losses from the preceding period are
    reported in the Statement of Income and Expenses.  Fair Value Measurements. Fair Value Measurements No. FAS 157-2, Effective Date of FASB Statement No. 157
    Quoted Prices in


Significant Other


SignificantActive Markets


Observable


Unobservablefor Identical Assets


Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
27,313


$
27,313


$



$
Total assets

$
27,313


$
27,313


$



$
   d.
    Futures Contracts.The Master trades futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery can not occur (such as
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Master each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Master. When the
    contract is closed, the Master records a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    Because transactions in futures contracts require participants
    to make both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker, directly
    with the exchange on which the contracts are traded, credit
    exposure is F-76




---



##### 



CMF
    Eckhardt Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  limited. Realized gains (losses) and changes in unrealized gains
    (losses) on futures contracts are included in the Statement of
    Income and Expenses.  e.
    Income and Expenses Recognition.All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination.f.
    Income Taxes.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.  g.
    In 2008, the Master 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 Masters financial
    statements to determine whether the tax positions are
    more-likely-than-not to be 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 Master for the period ended
    December 31, 2008 and that no provision for income tax is
    required in the Masters financial statements.    h.
    Recent Accounting Pronouncements.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. The standard expands the disclosure requirements for
    derivatives and hedged items and has no impact on how the Master
    accounts for derivatives (the Master does not have hedged
    items). Management is evaluating the enhanced disclosure
    requirements and does not believe that there will be any
    material impact on the financial statement disclosures.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:    c.
    Customer Agreement:   F-77




---



##### 



CMF
    Eckhardt Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  give-up,
  4.
    Trading
    Activities:      5.
    Distributions
    and Redemptions:   F-78




---



##### 



CMF
    Eckhardt Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  6.  Financial
    Highlights:
    2008Net realized and unrealized gains*

$
37.11Interest income


6.32Expenses**


(3.09
)Increase for the period


40.34Distribution of interest income to feeder funds


(6.32
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of period


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

$
1,034.02   *
    
    Includes clearing fees**
    
    Excludes clearing fees  Ratios to Average Net Assets:Net investment income***


0.3
%****Operating expenses


0.4
%****Total return


4.0
%   ***
    
    Interest income less total expenses****
    
    Annualized    7.
    Financial
    Instrument Risks:     F-79




---



##### 



CMF
    Eckhardt Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
       F-80




---



##### 



For the period from
    
    For the period from
    
    For the periodOctober 1, 2008 to
    
    July 1, 2008 to
    
    from April 1, 2008December 31, 2008
    
    September 30, 2008
    
    to June 30, 2008Net realized and unrealized
trading gains (losses) net of
brokerage commissions and
clearing fees including interest
income
    
    $
    421,041
    
    
    $
    (1,628,764
    )
    
    $
    2,183,508Net income (loss)
    
    $
    404,056
    
    
    $
    (1,641,549
    )
    
    $
    2,142,228Increase (decrease) in Net Asset
Value per Redeemable Unit
    
    $
    19.88
    
    
    $
    (68.62
    )
    
    $
    89.08
 F-81




---



##### 



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .
    Item 9A(T). Controls and Procedures .
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the Partnership;
    
    provide reasonable assurance that (i) transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and (ii) the Partnerships receipts are handled and expenditures
are made only pursuant to authorizations of the General Partner; and
    
    provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Partnerships assets that could have
a material effect on the financial statements.
 Financial Statements and Supplementary Data.
  Item 9B. Other Information .
 34




---



##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance .
   Item 11. Executive Compensation .
 Business
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .
 Security
ownership of certain beneficial owners
 Security ownership of management
 Changes in control
 Item 13. Certain Relationships and Related Transactions, and Director Independence .
 Business Financial Statements and
Supplementary Data Executive Compensation
 Item 14. Principal Accountant Fees and Services .
 Audit Fees
 PwC
    $17,600KPMG
    $14,326
 Audit-Related Fees
 Tax Fees
 PwC
    $21,200KPMG
    $  5,900
 All Other Fees
   35




---



##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules .
                   36




---



##### 



37




---



##### 



38




---



##### 



SIGNATURES
 st
  By:  /s/
Citigroup Managed Futures LLC(General Partner)
 By  /s/ Jerry PascucciJerry Pascucci,President and Director
  /s/
Jerry Pascucci
    
    /s/ Shelley Deavitt UllmanJerry Pascucci
    
    Shelley Deavitt UllmanPresident and Director
    
    Director/s/
Jennifer Magro
    
    /s/ Ihor RakowskyJennifer Magro
    
    Ihor RakowskyChief Financial Officer and Director
    
    Secretary and Director/s/ Steve Ciampi
    
    /s/ Daryl DewbreySteve Ciampi
    
    Daryl DewbreyDirector
    
    Director/s/ Raymond NolteRaymond NolteDirector
 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.
   39