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
 
 0-26132
 SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
 
  New York
    
    13-3729162(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Citigroup Managed Futures LLC
55 East 59th Street - 10 th 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
    
    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
 4




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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.
  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.
 5




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An investors tax liability may exceed cash distributions.
   New
regulation may impact the Partnerships trading.
  Item 2. Properties .
  Item 3. Legal Proceedings .
    6




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Regulatory Matters
  IPO Civil Litigation
   In
Re: Initial Public Offering Securities Litigation en banc
 7




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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.
 8




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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
 9




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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
 10




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WorldCom-Related Litigation
 In Re: WorldCom, Inc. Securities
Litigation
   In Re:
WorldCom, Inc. Securities Litigation
 11




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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
 12




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Global Crossing
 In Re: Global Crossing, Ltd.
Securities Litigation
   Adelphia Communications Corporation
  13




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In Re Adelphia Communications Corporation Securities and
Derivative Litigation
 Mutual Funds
   14




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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 International, Inc., et al. State Universities Retirement System of Illinois v. Qwest
Communications International Inc., et al
 15




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Norman v. Salomon Smith Barney, et al.
 Disher v. Citigroup Global Markets Inc.
 Supervisory Investigation
  Citigroup Shareholder Litigation
  16




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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.
 17




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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
 18




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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.
   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 .
 Market Information
 Holders
 Dividends
 Securities Authorized for Issuance Under Equity Compensation Plans
 Performance Graph
 Use of Proceeds
 Item 6. Selected Financial Data .
  2008
    
    
    2007


    
    
    2006
    
    
    2005
    
    
    2004Net realized and
unrealized trading
gains (losses) net
of brokerage
commissions and
investment in
Partnerships
(including clearing
fees) of
$2,825,055,
$2,859,551,
$3,242,379,
$3,628,002 and
$4,120,383
respectively
    
    $
    8,910,943
    
    
    $
    1,605,992
    
    
    $
    845,375
    
    
    $
    (5,254,038
    )
    
    $
    7,148,024Interest income
    
    
    509,211
    
    
    
    1,719,005
    
    
    
    2,046,966
    
    
    
    1,422,012
    
    
    
    680,613$
    9,420,154
    
    
    $

    3,324,997
    
    
    $
    2,892,341
    
    
    $
    (3,832,026
    )
    
    $
    7,828,637Net income (loss)
    
    $
    7,453,939
    
    
    $

    2,060,383
    
    
    $
    1,669,918
    
    
    $
    (5,366,044
    )
    
    $
    4,444,283Increase (decrease)
in Net Asset Value
per Unit
    
    $
    288.01
    
    
    $

    79.41
    
    
    $
    51.13
    
    
    $
    (135.01
    )
    
    $
    109.72Total assets
    
    $
    49,677,270
    
    
    $

    48,139,797
    
    
    $
    54,342,969
    
    
    $
    59,538,339
    
    
    $
    72,723,250
 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.
     Graham Capital Management, L.P.
     21




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Campbell & Company, Inc.
   Willowbridge Associates, Inc.
        22




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Winton Capital Management Limited
         23




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Eckhardt Trading Company
  not
 Liquidity
   (i)
    
    The Partnership invests its assets in other Funds that invest the 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/Funds 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/Funds. The term spread or straddle describes a
commodity futures trading strategy involving the simultaneous buying and selling of
futures contracts on the same commodity but involving different delivery dates or markets
and in which the trader expects to earn a profit from a widening or narrowing of the
difference between the prices of the two contracts.(vii)
    
    The Partnership/Funds will not permit the churning of 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.
  24




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Financial Statements and Supplementary Data
  Capital Resources.
   25




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Results of Operations
     26




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27




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Operational Risk
   Operational/Settlement Risk
 Technological
Risk
 Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Investments.
 Fair Value Measurements. Fair Value Measurements Effective Date of FASB Statement No. 157
  28




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Futures Contracts.
 Forward Foreign Currency Contracts.
 London Metals Exchange Forward Contracts.
 Options.
 Income Taxes.
   Recent
Accounting Pronouncements.
 29




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Item 7A. Quantitative and Qualitative Disclosures About Market Risk .
 Introduction
      Quantifying the Partnerships Trading Value at Risk
    30




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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
    
    $
    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
    %
 
 *
    
    Average of month-end Values at Risk 31




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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
    
    $
    1,945,600
    
    
    
    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
    
    $
    4,842,125
    
    
    
    0.88
    %
    
    $
    6,844,904
    
    
    $
    2,234,600
    
    
    $
    4,333,162Energy
    
    
    1,417,010
    
    
    
    0.26
    %
    
    
    6,750,850
    
    
    
    581,600
    
    
    
    3,815,788Grains
    
    
    1,912,314
    
    
    
    0.35
    %
    
    
    4,647,430
    
    
    
    41,072
    
    
    
    2,278,577Interest Rates U.S.
    
    
    3,213,000
    
    
    
    0.59
    %
    
    
    4,165,350
    
    
    
    160,797
    
    
    
    2,234,433Interest Rates Non-U.S.
    
    
    6,633,201
    
    
    
    1.21
    %
    
    
    6,862,943
    
    
    
    1,875,349
    
    
    
    4,923,678Livestock
    
    
    87,200
    
    
    
    0.02
    %
    
    
    350,900
    
    
    
    32,205
    
    
    
    165,842Lumber
    
    
    1,100
    
    
    
    0.00
    %**
    
    
    5,400
    
    
    
    1,100
    
    
    
    2,500Metals
    
    
    1,408,458
    
    
    
    0.25
    %
    
    
    4,997,086
    
    
    
    797,395
    
    
    
    2,496,016Softs
    
    
    762,259
    
    
    
    0.14
    %
    
    
    2,273,575
    
    
    
    354,777
    
    
    
    896,692Indices
    
    
    1,768,247
    
    
    
    0.32
    %
    
    
    12,018,105
    
    
    
    1,433,950
    
    
    
    5,538,325Total
    
    $
    22,044,914
    
    
    
    4.02
    %
 
 *
    
    Annual average based on month-end Value at Risk**
    
    Due to Rounding 32




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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
    
    
    $
    1,110,258
    
    
    $
    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 of 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
    
    $
    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
    
    
    
    26,466
    
    
    
    228,987Metals
    
    
    21,510
    
    
    
    0.10
    %
    
    
    142,500
    
    
    
    7,500
    
    
    
    34,890Softs
    
    
    37,872
    
    
    
    0.18
    %
    
    
    146,081
    
    
    
    6,446
    
    
    
    46,542Total
    
    $
    1,027,379
    
    
    
    5.00
    %
 
 *
    
    Annual average of month-end Value at Risk 33




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Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
   Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Interest Rates e.g.,
 Currencies
 34




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Stock Indices
 Metals
 Softs
 Energy
 Grains
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure.
     35




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Item 8. Financial Statements and Supplementary Data .
 SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
 INDEX TO FINANCIAL STATEMENTS
 PageNumberOath or Affirmation
    
    F-4Managements Report on Internal Control over Financial Reporting
    
    F-5Reports of Independent Registered Public Accounting Firms
    
    F-6  F-8Financial Statements:Statements of Financial Condition at December 31, 2008 and 2007
    
    F-9Schedules of Investments at December 31, 2008 and 2007
    
    F-10  F-11Statements of Income and Expenses for the years ended December 31, 2008, 2007
and 2006
    
    F-12Statements of Changes in Partners Capital for the years ended December 31, 2008, 2007
and 2006
    
    F-13Notes to Financial Statements
    
    F-14  F-22Selected Unaudited Quarterly Financial Data
    
    F-23Financial Statements of the CMF Campbell Master Fund L.P.Oath or Affirmation
    
    F-24Reports of Independent Registered Public Accounting Firms
    
    F-25  F-26Statements of Financial Condition at December 31, 2008 and 2007
    
    F-27Schedules of Investments at December 31, 2008 and 2007
    
    F-28  F-29Statements of Income and Expenses for the year ended December 31, 2008, 2007
and 2006
    
    F-30Statements of Changes in Partners Capital for the year ended December 31, 2008, 2007
and 2006
    
    F-31Notes to Financial Statements
    
    F-32  F-38Selected Unaudited Quarterly Financial Data
    
    F-39
 F-1




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SMITH BARNEY DIVERSIFIED FUTURES FUND L.P.
 INDEX TO FINANCIAL STATEMENTSCONTINUED
 PageNumberFinancial Statements of CMF Willowbridge Argo Master Fund L.P.Oath or Affirmation
    
    F-40Reports of Independent Registered Public Accounting Firms
    
    F-41  F-42Statements of Financial Condition at December 31, 2008 and 2007
    
    F-43Schedules of Investments at December 31, 2008 and 2007
    
    F-44  F-45Statements of Income and Expenses for the year ended December 31, 2008, 2007 and 2006
    
    F-46Statements of Changes in Partners Capital for the year ended December 31, 2008, 2007
and 2006
    
    F-47Notes to Financial Statements
    
    F-48  F-53Selected Unaudited Quarterly Financial Data
    
    F-54Financial Statements of CMF Winton Master L.P.Oath or Affirmation
    
    F-55Reports of Independent Registered Public Accounting Firms
    
    F-56  F-57Statements of Financial Condition at December 31, 2008 and 2007
    
    F-58Schedules of Investments at December 31, 2008 and 2007
    
    F-59  F-60Statements of Income and Expenses for the year ended December 31, 2008, 2007 and 2006
    
    F-61Statements of Changes in Partners Capital for the year ended December 31, 2008, 2007
and 2006
    
    F-62Notes to Financial Statements
    
    F-63  F-68Selected Unaudited Quarterly Financial Data
    
    F-69Financial Statements of CMF Graham Capital Master Fund L.P.Oath of Affirmation
    
    F-70Reports of Independent Registered Public Accounting Firms
    
    F-71  F-72Statements of Financial Condition at December 31, 2008 and 2007
    
    F-73Schedules of Investments at December 31, 2008 and 2007
    
    F-74  F-75Statements of Income and Expenses for the year ended December 31, 2008, 2007 and for
the period April 1, 2006 (commencement of trading operations) to December 31, 2006
    
    F-76Statements of Changes in Partners Capital for the year ended December 31, 2008,
2007 and for the period April 1, 2006 (commencement of trading operations) to
December 31, 2006
    
    F-77Notes to Financial Statements
    
    F-78  F-83Selected Unaudited Quarterly Financial Data
    
    F-84Financial Statements of CMF Eckhardt Master Fund L.P.Oath or Affirmation
    
    F-85Report of Independent Registered Public Accounting Firm
    
    F-86Statement of Financial Condition at December 31, 2008
    
    F-87
 F-2




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PageNumberSchedule of Investments at December 31, 2008
    
    F-88Statement of
Income and Expenses for the period from April 1, 2008 (commencement of trading operations) to 
December 31, 2008
    
    F-89Statement of
Changes in Partners Capital for the period from April 1, 2008 (commencement of trading operations) to December 31, 2008
    
    F-90Notes to Financial Statements
    
    F-91  F-96Selected Unaudited Quarterly Financial Data
    
    F-97
 F-3




---



##### 



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 Condition December 31, 2008 and 2007Schedule of Investments December 31, 2008Schedule of Investments December 31, 2007Statements of Income and Expenses for the years ended December 31, 2008, 2007 and 2006Statements of Changes in Partners CapitalTo the Limited Partners of CMF Campbell Master Fund L.P.Report of Independent AuditorsStatements 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, 2008To 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 StatementsReport of Independent AuditorsStatements of Financial ConditionSchedule of InvestmentsSchedule of InvestmentsStatements of Income and ExpensesStatements of Changes in Partners CapitalNotes to Financial Statements December 31, 2008Report of Independent AuditorsStatements 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 Relationship and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-10.43: LETTERS EXTENDING MANAGEMENT AGREEMENTSEX-23.1: CONSENT FROM 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.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-4




---



##### 



Managements
    Report on Internal Control Over Financial Reporting
            Internal
    Control-Integrated Framework
    
       F-5




---



##### 



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
  F-6




---



##### 



F-7




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-8




---



##### 



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


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

$
49,607,029


$
47,978,230Cash (Note 3c)


69,501



66,383Distribution receivable


740



95,184Total assets

$
49,677,270



48,139,797Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage commissions (Note 3c)

$
227,687


$
220,641Management fees (Note 3b)


76,444



73,161Incentive fees (Note 3b)


189,867



105,828Professional fees


26,610



35,203Other


15,272



10,710Redemptions payable (Note 6)


850,367



296,617Total liabilities


1,386,247



742,160Partners Capital (Notes 1 and 6):General Partner, 835.3289 and 311.4862 Unit equivalents
    outstanding at December 31, 2008 and 2007, respectively


1,695,634



542,575Limited Partners, 22,954.4913 and 26,899.0407 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2008 and 2007, respectively


46,595,389



46,855,062Total partners capital


48,291,023



47,397,637Total liabilities and partners capital

$
49,677,270


$
48,139,797   See accompanying notes to financial statements.
 F-9




---



##### 



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


CapitalInvestment In PartnershipsCMF Winton Master L.P.

$
14,224,632



29.46
%CMF Campbell Master Fund L.P.


7,115,105



14.73CMF Willowbridge Argo Master Fund L.P.


10,673,161



22.10CMF Graham Capital Master Fund L.P.


11,227,002



23.25CMF Eckhardt Master L.P.


6,367,129



13.18Total investment in Partnerships, at fair value

$
49,607,029



102.72
%   See accompanying notes to financial statements.
 F-10




---



##### 



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


CapitalInvestment In PartnershipsCMF Winton Master L.P.

$
15,945,975



33.64
%CMF Campbell Master Fund L.P.


11,181,427



23.59CMF Willowbridge Argo Master Fund L.P.


9,223,461



19.46CMF Graham Capital Master Fund L.P.


11,627,367



24.53Total investment in Partnerships, at fair value

$
47,978,230



101.22
%   See accompanying notes to financial statements.
 F-11




---



##### 



Smith Barney
    Diversified Futures 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 and
    investment in Partnerships:Net realized gains (losses) on closed positions

$



$



$
681,225Net realized gains (losses) on investment in Partnerships


11,791,691



6,013,510



1,375,149Change in net unrealized gains (losses) on open positions










(196,791
)Change in net unrealized gains (losses) on investment in
    Partnerships


(55,693
)


(1,547,967
)


2,228,171Gain (loss) from trading, net


11,735,998



4,465,543



4,087,754Interest income (Note 3c)










125,292Interest income from investment in Partnerships


509,211



1,719,005



1,921,674Total income (loss)


12,245,209



6,184,548



6,134,720Expenses:Brokerage commissions including clearing fees (Note 3c)


2,825,055



2,859,551



3,242,379Management fees (Note 3b)


916,036



911,960



1,035,513Incentive fees (Note 3b)


931,991



237,947



65,135Professional fees


76,380



56,112



89,976Other


41,808



58,595



31,799Total expenses


4,791,270



4,124,165



4,464,802Net income (loss)

$
7,453,939


$
2,060,383


$
1,669,918Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 7)

$
288.01


$
79.41


$
51.13   See accompanying notes to financial statements.
 F-12




---



##### 



Smith Barney
    Diversified Futures Fund L.P.
 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

$
55,951,436


$
2,057,289


$
58,008,725Net income (loss)


1,604,638



65,280



1,669,918Redemption of 3,881.5898 Redeemable Units of Limited Partnership
    Interest


(6,282,132
)






(6,282,132
)Partners Capital at December 31, 2006


51,273,942



2,122,569



53,396,511Net income (loss)


2,198,970



(138,587
)*


2,060,383Redemption of 3,942.7222 Redeemable Units of Limited Partnership
    Interest and 965.2622 General Partner Unit equivalent


(6,617,850
)


(1,441,407
)


(8,059,257
)Partners Capital at December 31, 2007


46,855,062



542,575



47,397,637Net income (loss)


7,300,880



153,059



7,453,939Sale of 523.8427 General Partner Unit equivalent






1,000,000



1,000,000Redemption of 3,944.5494 Redeemable Units of Limited Partnership
    Interest


(7,560,553
)






(7,560,553
)Partners Capital at December 31, 2008

$
46,595,389


$
1,695,634


$
48,291,023Net Asset Value per Unit:   2006:

$
1,662.482007:

$
1,741.892008:

$
2,029.90
    *
    
    The net loss associated with the General Partners
    allocation at December 31, 2007 is due to the timing of the
    redemption of the General Partner Unit equivalents.  See accompanying notes to financial statements.
 F-13




---



##### 



Smith Barney
    Diversified Futures 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 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), through its investment in other
    partnerships, 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 F-14




---



##### 



Smith Barney
    Diversified Futures Fund L.P.
 Notes to Financial Statements
 December 31, 2008
  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
    Quoted Prices inActive Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2008


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsInvestment in Partnerships

$
49,607,029


$



$
49,607,029


$
Total fair value

$
49,607,029


$



$
49,607,029


$
   d.
    Futures Contracts.  The Funds trade futures
    contracts. A futures contract is a firm commitment to buy or
    sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or 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 Funds each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Funds. When the
    contract is closed, the Funds record a realized gain or loss
    equal to the difference between the value of the contract at the
    time it was opened and the value at the time it was closed.
    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 F-15




---



##### 



Smith Barney
    Diversified Futures Fund L.P.
 Notes to Financial Statements
 December 31, 2008
  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 Funds are cash
    settled based on prompt dates published by the LME. Payments
    (variation margin) may be made or received by the
    Funds each business day, depending on the daily fluctuations in
    the value of the underlying contracts, and are recorded as
    unrealized gains or losses by the Funds. 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 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 write an option, the premium received
    is recorded as a liability in the Statements of Financial
    Condition and marked to market daily. When the Funds purchase 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-16




---



##### 



Smith Barney
    Diversified Futures Fund L.P.
 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:      c.
    Customer Agreement:   F-17




---



##### 



Smith Barney
    Diversified Futures Fund L.P.
 Notes to Financial Statements
 December 31, 2008
  give-up 30-day and/or 90-day
  4.
    Trading
    Activities:      5.
    Investment in
    Partnerships:       F-18




---



##### 



Smith Barney
    Diversified Futures Fund L.P.
 Notes to Financial Statements
 December 31, 2008
               F-19




---



##### 



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


Total Liabilities


Total CapitalWinton Master

$
548,595,909


$
844,366


$
547,751,543Campbell Master


130,426,422



2,951,460



127,474,962Willowbridge Master


297,444,761



24,757



297,420,004Graham Master


227,486,890



2,995,948



224,490,942Eckhardt Master


20,545,262



15,827



20,529,435Total

$
1,224,499,244


$
6,832,358


$
1,217,666,886   December 31, 2007Total


Total


TotalAssets


Liabilities


CapitalWinton Master

$
464,943,301


$
7,898,167


$
457,045,134Campbell Master


226,825,488



10,129,288



216,696,200Willowbridge Master


213,552,209



497,187



213,055,022Graham Master


223,277,892



9,683,505



213,594,387Total

$
1,128,598,890


$
28,208,147


$
1,100,390,743     % of














NetPartnerships








Expenses


Income


Investment

RedemptionsInvestment

Net Assets


Fair Value


Income (Loss)


Commissions


Other


(Loss)


Objective

PermittedFor the year ended December 31, 2008CommodityWinton Master


29.46
%

$
14,224,632


$
3,903,832


$
14,144


$
1,023


$
3,888,665


Portfolio

MonthlyFinancials, Metals &Campbell Master


14.73
%


7,115,105



376,063



5,806



2,421



367,836


Energy Portfolio

MonthlyCommodityWillowbridge Master


22.10
%


10,673,161



4,444,290



13,238



1,365



4,429,687


Portfolio

MonthlyCommodityGraham Master


23.25
%


11,227,002



3,224,877



45,813



1,469



3,177,595


Portfolio

MonthlyCommodityEckhardt Master


13.18
%


6,367,129



296,145



7,005



21,206



267,934


Portfolio

MonthlyTotal





$
49,607,029


$
12,245,207


$
86,006


$
27,484


$
12,131,717   F-20




---



##### 



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














NetPartnerships








Expenses


Income


Investment

RedemptionsInvestment

Net Assets


Fair Value


Income (Loss)


Commissions


Other


(Loss)


Objective

PermittedFor the year ended December 31, 2007CommodityWinton Master


33.64
%

$
15,945,975


$
2,821,801


$
35,523


$
1,414


$
2,784,864


Portfolio

MonthlyFinancials, Metals &Campbell Master


23.59
%


11,181,427



(862,739
)


21,296



1,810



(885,845
)

Energy Portfolio

MonthlyCommodityWillowbridge Master


19.46
%


9,223,461



1,838,641



22,896



1,556



1,814,189


Portfolio

MonthlyCommodityGraham Master


24.53
%


11,627,367



2,386,845



51,310



1,807



2,333,728


Portfolio

MonthlyTotal





$
47,978,230


$
6,184,548


$
131,025


$
6,587


$
6,046,936   6.
    Distributions and
    Redemptions:    7.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
344.25


$
64.64


$
26.92Interest income


19.36



57.60



59.98Expenses**


(75.60
)


(42.83
)


(35.77
)Increase (decrease) for the year


288.01



79.41



51.13Net Asset Value per Redeemable Unit, beginning of year


1,741.89



1,662.48



1,611.35Net Asset Value per Redeemable Unit, end of year

$
2,029.90


$
1,741.89


$
1,662.48   2008


2007


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


(6.8
)%


(4.5
)%


(4.3
)%Operating expenses


7.9
%


8.0
%


8.0
%Incentive fees


1.9
%


0.5
%


0.1
%Total expenses


9.8
%


8.5
%


8.1
%Total return:Total return before incentive fees


18.8
%


5.3
%


3.3
%Incentive fees


(2.3
)%


(0.5
)%


(0.1
)%Total return after incentive fees


16.5
%


4.8
%


3.2
%   *
    
    Includes brokerage commissions.**
    
    Excludes brokerage commissions.***
    
    Interest income less total expenses. F-21




---



##### 



Smith Barney
    Diversified Futures Fund L.P.
 Notes to Financial Statements
 December 31, 2008
     8.
    Financial
    Instrument Risks:             F-22




---



##### 



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) and
investment in
Partnerships net of
brokerage
commissions and
clearing fees
including interest
income
    
    $
    3,785,001
    
    
    $
    (2,497,804
    )
    
    $
    4,653,488
    
    
    $
    3,479,469Net income (loss)
    
    $
    3,348,009
    
    
    $
    (2,780,027
    )
    
    $
    4,014,067
    
    
    $
    2,871,890Increase (decrease)
in Net Asset Value
per Unit
    
    $
    134.23
    
    
    $
    (106.63
    )
    
    $
    153.69
    
    
    $
    106.72For 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) and
investment in
Partnerships net of
brokerage
commissions and
clearing fees
including interest
income
    
    $
    2,744,400
    
    
    $
    (2,394,592
    )
    
    $
    8,050,665
    
    
    $
    (5,075,474
    )Net income (loss)
    
    $
    2,376,107
    
    
    $
    (2,722,136
    )
    
    $
    7,741,371
    
    
    $
    (5,334,959
    )Increase (decrease)
in Net Asset Value
per Unit
    
    $
    82.68
    
    
    $
    (92.33
    )
    
    $
    258.26
    
    
    $
    (169.20
    )
 F-23




---



##### 



To the Limited
    Partners of
    CMF Campbell Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
 212-559-2011
 F-24




---



##### 



Report of Independent Auditors
 
   
 F-25




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-26




---



##### 



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-27




---



##### 



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-28




---



##### 



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-29




---



##### 



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-30




---



##### 



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-31




---



##### 



CMF Campbell
    Master Fund L.P.

    Notes to Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:           F-32




---



##### 



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-33




---



##### 



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-34




---



##### 



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-35




---



##### 



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-36




---



##### 



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-37




---



##### 



CMF Campbell
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
         F-38




---



##### 



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-39




---



##### 



To the Limited
    Partners of
    CMF Willowbridge Argo Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-40




---



##### 



Report of Independent Auditors
 
   
 F-41




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-42




---



##### 



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-43




---



##### 



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-44




---



##### 



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-45




---



##### 



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-46




---



##### 



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-47




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
 Notes to
    Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:             F-48




---



##### 



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-49




---



##### 



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-50




---



##### 



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-51




---



##### 

\

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-52




---



##### 



CMF Willowbridge
    Argo Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
        F-53




---



##### 



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

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
    
    
    $
    124.07For the periodFor the period
    
    from
    
    For the period
    
    For the periodfrom
    
    July 1, 2007 to
    
    from
    
    fromOctober 1, 2007 to
    
    September 30,
    
    April 1, 2007 to
    
    January 1, 2007 toDecember 31, 2007
    
    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-54




---



##### 



To the Limited
    Partners of
    CMF Winton Master L.P.
    
  By:
    Jennifer Magro
    Chief Financial Officer and Director
    Citigroup Managed Futures LLC
    General Partner,
    CMF Winton Master L.P.  Citigroup Managed Futures LLC    212-559-2011
 F-55




---



##### 



Report of Independent Auditors
 
   
 F-56




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-57




---



##### 



CMF Winton Master
    L.P.
 Statements
    of Financial Condition
    December 31, 2008 and 2007
  2008


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

$
512,248,576


$
415,019,670Cash margin (Note 3c)


26,405,684



38,923,845Net unrealized appreciation on open futures contracts


6,936,356



8,112,545Unrealized appreciation on open forward contracts


2,996,261



1,858,698548,586,877



463,914,758Interest receivable


9,032



1,028,543Total assets

$
548,595,909


$
464,943,301Liabilities and Partners Capital:Liabilities:Unrealized depreciation on open forward contracts

$
816,692


$
3,380,482Accrued expenses:Professional fees


18,642



23,230Redemption payable (Note 5)






3,465,913Distribution payable (Note 5)


9,032



1,028,543Total liabilities


844,366



7,898,168Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2008 and 2007






Limited Partners Capital, 270,994.4921 and 287,763.7942
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2008 and 2007, respectively


547,751,543



457,045,133Total liabilities and partners capital

$
548,595,909


$
464,943,301   See accompanying notes to financial statements.
 F-58




---



##### 



CMF Winton Master
    L.P.
 Schedule of
    Investments
    December 31, 2008
   % of PartnersFair Value


CapitalFutures Contracts PurchasedCurrencies

$
928,233



0.17
%Indices


1,935



0.00
*Interest Rates U.S.


4,977,464



0.91Interest Rates Non-U.S.


6,479,517



1.18Livestock


30,960



0.01Softs


218,297



0.04Total futures contracts purchased


12,636,406



2.31Futures Contracts SoldCurrencies


(3,144,184
)


(0.57
)Energy


727,901



0.13Grains


(2,623,430
)


(0.48
)Indices


(239,475
)


(0.05
)Interest Rates U.S.


(13,766
)


(0.00
)*Livestock


86,500



0.02Lumber


3,806



0.00
*Metals


(478,272
)


(0.09
)Softs


(19,130
)


(0.00
)*Total futures contracts sold


(5,700,050
)


(1.04
)Net unrealized appreciation on open futures contracts


6,936,356



1.27Unrealized Appreciation on Forward ContractsMetals


2,996,261



0.55Total unrealized appreciation on forward contracts


2,996,261



0.55Unrealized Depreciation on Forward ContractsMetals


(816,692
)


(0.15
)Total unrealized depreciation on forward contracts


(816,692
)


(0.15
)Total fair value

$
9,115,925



1.67
%     See accompanying notes to financial statements.
 F-59




---



##### 



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


CapitalFutures Contracts PurchasedCurrencies

$
(1,346,736
)


(0.29
)%Energy


2,391,339



0.52Grains


4,780,769



1.05Indices


482,992



0.10Interest Rates U.S.


145,156



0.03Interest Rates
    Non-U.S.


1,045,608



0.23Livestock


(62,428
)


(0.01
)Metals


1,901,510



0.41Softs


27,817



0.01Total futures contracts purchased


9,366,027



2.05Futures Contracts SoldCurrencies


(151,864
)


(0.03
)Energy


(326,420
)


(0.07
)Indices


96,301



0.02Interest Rates U.S.


(9,475
)


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


(183,209
)


(0.04
)Livestock


159,920



0.03Lumber


2,805



0.00
*Metals


1,950



0.00
*Softs


(843,490
)


(0.18
)Total futures contracts sold


(1,253,482
)


(0.27
)Net unrealized appreciation on open futures contracts


8,112,545



1.78Unrealized Appreciation on Open Forward ContractsMetals


1,858,698



0.40Total unrealized appreciation on open forward contracts


1,858,698



0.40Unrealized Depreciation on Open Forward ContractsMetals


(3,380,482
)


(0.74
)Total unrealized depreciation on open forward contracts


(3,380,482
)


(0.74
)Total fair value

$
6,590,761



1.44
%     See accompanying notes to financial statements.
 F-60




---



##### 



CMF Winton Master
    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

$
121,322,866


$
67,378,983


$
29,047,931Change in net unrealized gains (losses) on open positions


2,525,164



(3,420,940
)


5,283,954Gain (loss) from trading, net


123,848,030



63,958,043



34,331,885Interest Income


5,909,704



14,456,282



10,072,338Total income (loss)


129,757,734



78,414,325



44,404,223Expenses:Clearing fees


478,086



861,888



950,836Professional fees


35,866



33,468



21,458Total expenses


513,952



895,356



972,294Net income (loss)

$
129,243,782


$
77,518,969


$
43,431,929Net income (loss) per Redeemable Unit of Limited Partnership
    Interest (Notes 1 and 6)

$
453.53


$
276.81


$
232.02   See accompanying notes to financial statements.
 F-61




---



##### 



CMF Winton Master
    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

$
178,606,589Net income (loss)


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


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


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


(10,072,338
)Partners capital at December 31, 2006


272,883,158Net income (loss)


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


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


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


(14,456,282
)Partners capital at December 31, 2007


457,045,133Net income (loss)


129,243,782Sale of 85,029.5477 Redeemable Units of Limited Partnership
    Interest


154,723,207Redemption of 101,798.8498 Redeemable Units of Limited
    Partnership Interest


(187,350,875
)Distribution of interest income to feeder funds


(5,909,704
)Partners capital at December 31, 2008

$
547,751,543Net Asset Value per Redeemable Unit of Limited Partnership
    Interest: 2006

$
1,367.432007

$
1,588.262008

$
2,021.26
   See accompanying notes to financial statements.
 F-62




---



##### 



CMF Winton Master
    L.P.

    Notes to Financial Statements
    December 31, 2008
  1.
    Partnership
    Organization:           F-63




---



##### 



CMF Winton Master
    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
  broker-dealers
 F-64




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
    Quoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableIdentical Assets


Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsFutures

$
6,936,356


$
6,936,356


$



$
Forwards


2,996,261



2,996,261







Total assets


9,932,617



9,932,617







LiabilitiesForwards


816,692



816,692







Total liabilities


816,692



816,692







Total fair value

$
9,115,925


$
9,115,925


$



$
   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.
    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,
    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.  f.
    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-65




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
   g.
    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.      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:  give-up,
 F-66




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
    4.
    Trading
    Activities:      5.
    Distributions and
    Redemptions:    6.
    Financial
    Highlights:    2008


2007


2006Net realized and unrealized gains (losses)*

$
433.13


$
220.96


$
179.65Interest income


20.53



55.98



52.49Expenses**


(0.13
)


(0.13
)


(0.12
)Increase (decrease) for the year


453.53



276.81



232.02Distribution of interest income to feeder funds


(20.53
)


(55.98
)


(52.49
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


1,588.26



1,367.43



1,187.90Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
2,021.26


$
1,588.26


$
1,367.43   *
    
    Includes clearing fees**
    
    Excludes clearing fees  2008


2007


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


1.0
%


3.7
%


3.8
%Operating expenses


0.1
%


0.2
%


0.4
%Total return


28.6
%


20.2
%


19.5
%   ***
    
    Interest income less total expenses F-67




---



##### 



CMF Winton Master
    L.P.
    Notes to Financial Statements
    December 31, 2008
     7.
    Financial
    Instrument Risks:  over-the-counter
         F-68




---



##### 



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
including interest
income
    
    $
    64,847,978
    
    
    $
    (37,683,528
    )
    
    $
    38,151,732
    
    
    $
    63,963,466Net income (loss)
    
    $
    64,838,710
    
    
    $
    (37,692,795
    )
    
    $
    38,142,296
    
    
    $
    63,955,571Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    241.14
    
    
    $
    (136.12
    )
    
    $
    129.68
    
    
    $
    218.83For 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
including interest
income
    
    $
    26,421,519
    
    
    $
    22,636,219
    
    
    $
    47,121,703
    
    
    $
    (18,627,004
    )Net income (loss)
    
    $
    26,421,271
    
    
    $
    22,624,252
    
    
    $
    47,111,076
    
    
    $
    (18,637,630
    )Increase (decrease)
in Net Asset Value
per Redeemable Unit
    
    $
    93.17
    
    
    $
    78.00
    
    
    $
    184.25
    
    
    $
    (78.61
    )
 F-69




---



##### 



To the Limited
    Partners of
    CMF Graham Capital Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC
    212-559-2011
 F-70




---



##### 



Report of Independent Auditors
 
   
 F-71




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-72




---



##### 



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-73




---



##### 



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-74




---



##### 



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-75




---



##### 



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-76




---



##### 



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-77




---



##### 



CMF Graham
    Capital Master Fund L.P.
 Notes to
    Financial Statements
    December 31, 2008
  1.  Partnership
    Organization:
           F-78




---



##### 



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-79




---



##### 



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-80




---



##### 



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-81




---



##### 



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


$
995.61   Ratios 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-82




---



##### 



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-83




---



##### 



For the periodFor the period from
    
    For the period from
    
    For the period from
    
    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
    
    $
    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 periodFor the period from
    
    For the period from
    
    For the period from
    
    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
    
    $
    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-84




---



##### 



To the
    Limited Partners of
    CMF Eckhardt Master Fund L.P.
    
  By:
    Jennifer Magro      Citigroup Managed Futures LLC    212-559-2011
 F-85




---



##### 



Report of
    Independent Auditors
        
 F-86




---



##### 



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-87




---



##### 



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-88




---



##### 



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-89




---



##### 



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-90




---



##### 



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-91




---



##### 



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-92




---



##### 



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-93




---



##### 



CMF
    Eckhardt Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
  give-up,
  4.
    Trading
    Activities:      5.
    Distributions
    and Redemptions:   F-94




---



##### 



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-95




---



##### 



CMF
    Eckhardt Master Fund L.P.
    Notes to Financial Statements
    December 31, 2008
       F-96




---



##### 



For the period from
    
    For the period from
    
    For the period
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    from April 1, 2008
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    to June 30, 2008
    
    March 31, 2008Net realized and unrealized
trading gains (losses) net of
brokerage commissions and
clearing fees including interest
income
    
    $
    421,041
    
    
    $
    (1,628,764
    )
    
    $
    2,183,508
    
    
    $
    Net income (loss)
    
    $
    404,056
    
    
    $
    (1,641,549
    )
    
    $
    2,142,228
    
    
    $
    Increase (decrease) in Net Asset
Value per Redeemable Unit
    
    $
    19.88
    
    
    $
    (68.62
    )
    
    $
    89.08
    
    
    $
    
 F-97




---



##### 



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.
  36




---



##### 



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 Relationship and Related Transactions, and Director Independence.
 Business Executive
Compensation Financial Statements and Supplementary Data
 Item 14. Principal Accountant Fees and Services.
 Audit Fees
 PwC
    
    $
    24,000KPMG
    
    $
    12,296
 Audit-Related Fees
 Tax Fees
 PwC
    
    $
    23,000KPMG
    
    $
    5,914
 37




---



##### 



All Other Fees
   38




---



##### 



PART IV
 Item 15. Exhibits, Financial Statement Schedules.
 (a) (1)
    
    Financial Statements:Statements of Financial Condition
at December 31, 2008 and 2007.Schedules of Investments at
December 31, 2008 and 2007.Statements of Income and Expenses
for the years ended December 31, 2008, 2007 and 2006.Statements of Changes in
Partners Capital for the years ended December 31, 2008,
2007 and
2006.Notes to Financial Statements.
  3.1 
    
    Limited Partnership Agreement (filed as Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 33-75056 and incorporated herein by
reference).3.2 
    
    Certificate of Limited Partnership of the Partnership as filed in the
office of the County Clerk of New York County on October 13, 1993 (filed as Exhibit
3.2 to the Registration Statement on Form S-1 (File No. 33-75056) and incorporated
herein by reference).10.1 
    
    Customer Agreement between the Partnership and Smith Barney (filed as
Exhibit 10.1 to the Registration Statement on Form S-1 (File No. 33-75056) and
incorporated herein by reference).10.3 
    
    Escrow Instructions relating to escrow of subscription funds (filed
as Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 33-75056) and
incorporated herein by reference).10.5 
    
    Management Agreement among the Partnership, the General Partner and
Campbell & Company, Inc. (filed as Exhibit 10.5 to the Registration Statement on
Form S-1 (File No. 33-75056) and incorporated herein by reference).10.6 
    
    Management Agreement among the Partnership, the General Partner and
Colorado Commodity Management Corp. (filed as Exhibit 10.6 to the Registration
Statement on Form S-1 (File No. 33-75056) and incorporated herein by reference).10.7 
    
    Management Agreement among the Partnership, the General Partner and
John W. Henry & Company, Inc. (filed as Exhibit 10.7 to the Registration Statement
on Form S-1 (File No. 33-75056) and incorporated herein by reference).10.8 
    
    Management Agreement among the Partnership, the General Partner and
Hyman Beck & Company (filed as Exhibit 10.8 to the Registration Statement on Form
S-1 (File No. 33-75056) and incorporated herein by reference).10.9 
    
    Letter dated May 19, 1994 from the General Partner to Colorado
Commodities Management Corp. terminating the Management Agreement (previously
filed).10.10 
    
    Management Agreement among the Partnership, the General Partner and
Chesapeake Capital Corp. (previously filed).10.11 
    
    Letters extending Management Agreements with John W. Henry &
Company, Inc., Hyman Beck & Company, Campbell & Co., Inc. and Chesapeake Capital
Corp. (previously filed).
 39




---



##### 



10.12 
    
    Management Agreement among the Partnership, the General Partner and
Abraham Trading Co. (previously filed).10.13 
    
    Management Agreement among the Partnership, the General Partner and
Rabar Market Research Inc. (previously filed).10.14 
    
    Management Agreement among the Partnership, the General Partner and
AIS Futures Management, Inc. (previously filed).10.15 
    
    Letter dated October 1, 1996 from the General Partner to Hyman Beck
& Company terminating the Management Agreement (previously filed).10.16 
    
    Management Agreement among the Partnership, the General Partner and
Telesis Management Inc. (filed as Exhibit 10.16 to the Form 10-K for the year ended
December 31, 1997).10.17 
    
    Letter terminating Management Agreement with Chesapeake Capital
Corporation (filed as Exhibit 10.17 to the Form 10-K for the year ended December
31, 1997).10.18 
    
    Letter terminating Management Agreement with Abraham Trading Co.
(filed as Exhibit 10.18 to the Form 10-K for the year ended December 31, 1997).10.19 
    
    Management Agreement among the Partnership, the General Partner and
Trendview Management, Inc. (filed as Exhibit 10.19 to the Form 10-K for the year
ended December 31, 1997).10.20 
    
    Letters extending Management Agreements with Campbell & Co.,
Chesapeake Capital Corp., John W. Henry & Company Inc., AIS Futures Management
L.L.C., Abraham Trading Co. and Rabar Market Research Inc. (filed as Exhibit 10.20
to the Form 10-K for the year ended December 31, 1997).10.21 
    
    Letter terminating AIS Futures Management, Inc. (previously filed).10.22 
    
    Letter terminating Telesis Management Inc. (previously filed).10.23 
    
    Letters extending Management Agreements with Campbell & Co., John W.
Henry & Company Inc., Rabar Market Research Inc. and Trendview Management Inc.
(previously filed).10.24 
    
    Management Agreement among the Partnership, the General Partner and
Willowbridge Associates, Inc. (filed as Exhibit 10.24 to the Form 10-K for the year
ended December 31, 1999).10.25 
    
    Management Agreement among the Partnership, the General Partner and
Stonebrook Capital Management, Inc. (filed as Exhibit 10.25 to the Form 10-K for
the year ended December 31, 1999).10.26 
    
    Letters extending Management Agreements with Campbell & Co., Inc., John W. Henry
& Company Inc., Rabar Market Research Inc. and Trendview Management Inc.
(previously filed).10.27 
    
    Letters terminating John W. Henry & Company Inc., Rabar Market
Research Inc. and Trendview Management Inc. (previously filed).10.28 
    
    Management Agreement among the Partnership, the General Partner and
Bridgewater Associates, Inc. (previously filed).10.29 
    
    Management Agreement among the Partnership, the General Partner and
Dominion Capital Management, Inc. (previously filed).
 40




---



##### 



10.30 
    
    Letters extending Management Agreements with Campbell & Co., Inc.,
Willowbridge Associates, Inc. and Stonebrook Structured Products, LLC (previously
filed).10.31 
    
    Letter terminating Bridgewater Associates, Inc. (previously filed).10.32 
    
    Management Agreement among the Partnership, the General Partner and
Winton Capital Management Limited (previously filed).10.33 
    
    Management Agreement among the Partnership, the General Partner and
Graham Capital Management L.P. (previously filed).10.34 
    
    Letters extending Management Agreements with Campbell & Co., Inc.,
Willowbridge Associates, Inc., Dominion Capital Management, Inc. and Stonebrook
Structured Products, LLC (previously filed).10.35 
    
    Letter terminating Dominion Capital Management, Inc. (previously
filed).10.36 
    
    Letters extending Management Agreements with Campbell & Co., Inc.,
Willowbridge Associates, Inc., Winton Capital Management Limited, Stonebrook
Structured Products, LLC and Graham Capital Management L.P. (previously filed).10.37 
    
    Letter terminating Stonebrook Structured Products LLC (previously
filed).10.38 
    
    Letters extending Management Agreements with Campbell & Co., Inc.,
Willowbridge Associates, Inc., Winton Capital Management Limited, and Graham
Capital Management L.P. (previously filed).10.39
    
    Letters extending Management Agreements with Campbell & Co. Inc.,
Willowbridge Associates, Inc., Winton Capital Management Limited, and Graham
Capital Management L.P. (previously filed).10.40
    
    Letters extending Management Agreements with Campbell and Co. Inc.,
Willowbridge Associates, Inc., Winton Capital Management Limited and Graham Capital
Management L.P. (previously filed).10.41
    
    Letters extending Management Agreements with Campbell and Co. Inc.,
Willowbridge Associates, Inc., Winton Capital Management Limited and Graham Capital
Management L.P. for 2006 (previously filed).10.42
    
    Letters extending Management Agreements with Campbell and Co. Inc.,
Willowbridge Associates, Inc., Winton Capital Management Limited and Graham Capital
Management L.P. for 2007 (previously filed).10.43
    
    Letters extending Management Agreements with Campbell and Co. Inc.,
Willowbridge Associates, Inc., Winton Capital Management Limited and
Graham and Eckhardt trading Company
 L.P. for 2008 (filed herein).23.1 
    
    Consent from KPMG LLP dated March
26, 2009 (filed herein)
  31.1 
    
    Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director)31.2 
    
    Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief
Financial Officer and Director)32.1 
    
    Section 1350 Certification (Certification of President and Director)32.2 
    
    Section 1350 Certification (Certification of Chief Financial Officer
and Director)
 41




---



##### 



SIGNATURES
 st
  By:
    
    /s/ Citigroup Managed Futures LLC(General Partner)By:
    
    /s/ Jerry PascucciJerry Pascucci, President and Director
  /s/ Jerry Pascucci

Jerry Pascucci
    
    /s/ Ihor Rakowsky

Ihor RakowskyPresident and Director
    
    Secretary and Director/s/ Jennifer Magro
    
    /s/ Daryl DewbreyJennifer Magro
    
    Daryl DewbreyChief Financial Officer and
    
    DirectorDirector/s/ Steve Ciampi
    
    /s/ Raymond NolteSteve Ciampi
    
    Raymond NolteDirector
    
    Director/s/ Shelley Deavitt UllmanShelley Deavitt UllmanDirector
    42