10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarter Ended September 30, 2006

Commission File Number 000-25921

SMITH BARNEY AAA ENERGY FUND L.P.

(Exact name of registrant as specified in its charter)

New York			13-3986032
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

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

(Address and Zip Code of principal executive offices)

(212) 559-2011

(Registrant's telephone number, including area code)

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

Yes X     No     

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer             Accelerated filer             Non-accelerated filer    X    

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

Yes          No X

SMITH BARNEY AAA ENERGY FUND L.P.

FORM 10-Q

INDEX

						Page Number
PART I - Financial Information:
Item 1.			Financial Statements:
			Statements of Financial Condition at September 30, 2006 and December 31, 2005 (unaudited)			3
			Statements of Income and Expenses and Partners' Capital for the three and nine months ended September 30, 2006 and 2005 (unaudited)			4
			Statements of Cash Flows for the three and nine months ended September 30, 2006 and 2005 (unaudited)			5
			Notes to Financial Statements, including the Financial Statements of SB AAA Master Fund LLC (unaudited)			6 – 15
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			16 – 18
Item 3.			Quantitative and Qualitative Disclosures about Market Risk			19
Item 4.			Controls and Procedures			20
PART II - Other Information						21

2

PART I

Item 1. Financial Statements

Smith Barney AAA Energy Fund L.P.
Statements of Financial Condition
(Unaudited)

			September 30, 2006						December 31, 2005
Assets:
Investment in Master, at fair value				$	274,484,099					$	308,988,960
Cash					75,464						65,973
				$	274,559,563					$	309,054,933
Liabilities and Partners' Capital:
Liabilities:
Accrued expenses:
Brokerage commissions				$	998,791					$	—
Management fees					455,786						524,850
Other					88,905						70,932
Redemptions payable					8,680,095						32,231,152
					10,223,577						32,826,934
Partners' Capital:
General Partner, 913.9790 Unit equivalents outstanding in 2006 and 2005, respectively					5,629,288						4,879,176
Special Limited Partner 2,081.9988 and 594.5730 Redeemable Units of Limited Partnership Interest outstanding in 2006 and 2005 respectively					12,823,239						3,174,063
Limited Partners, 39,921.9676 and 50,235.0968 Redeemable Units of Limited Partnership Interest outstanding in 2006 and 2005, respectively					245,883,459						268,174,760
					264,335,986						276,227,999
				$	274,559,563					$	309,054,933

See accompanying Notes to Financial Statements.

3

Smith Barney AAA Energy Fund L.P.
Statements of Income and Expenses and Partners' Capital
(Unaudited)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2006						2005						2006						2005
Income:
Realized gains (losses) on closed positions allocated from Master				$	(13,893,707	)				$	(18,461,122	)				$	146,840,375					$	20,582,764
Change in unrealized gains (losses) on open positions allocated from Master					(14,025,816	)					73,843,823						(91,772,261	)					132,457,634
Interest income allocated from Master					2,423,419						1,427,142						7,689,549						3,394,869
Expenses allocated from Master					(244,299	)					(1,530,767	)					(922,794	)					(4,198,038	)
					(25,740,403	)					55,279,076						61,834,869						152,237,229
Expenses:
Brokerage commissions					806,315						—						3,527,518						—
Management fees					1,413,118						1,368,959						4,691,682						3,427,055
Other					40,034						119,951						120,102						171,552
					2,259,467						1,488,910						8,339,302						3,598,607
Net income (loss) before allocation to Special Limited Partner					(27,999,870	)					53,790,166						53,495,567						148,638,622
Allocation to Special Limited Partner					6,084,658						(10,472,605	)					(9,161,204	)					(29,048,751	)
Net income (loss) after allocation to Special Limited Partner					(21,915,212	)					43,317,561						44,334,363						119,589,871
Allocation of Units – Special Limited Partner					9,161,204						—						9,161,204						—
Redemptions – Limited Partners					(16,876,503	)					(5,769,884	)					(65,387,580	)					(9,504,676	)
Net increase (decrease) in Partners' Capital					(29,630,511	)					37,547,677						(11,892,013	)					110,085,195
Partners' Capital, beginning of period					293,966,497						228,157,069						276,227,999						155,619,551
Partners' Capital, end of period				$	264,335,986					$	265,704,746					$	264,335,986					$	265,704,746
Net Asset Value per Redeemable Unit (42,917.9454 and 53,384.7160 Redeemable Units outstanding at September 30, 2006 and 2005, respectively)				$	6,159.10					$	4,977.17					$	6,159.10					$	4,977.17
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent				$	(497.00	)				$	804.00					$	820.71					$	2,184.40

See accompanying Notes to Financial Statements.

4

Smith Barney AAA Energy Fund L.P.
Statements of Cash Flows
(Unaudited)

			Three Months Ended September 30,												Nine Months Ended September 30,
			2006						2005						2006						2005
Cash flows from operating activities:
Net income (loss)				$	(21,915,212	)				$	43,317,561					$	44,334,363					$	119,589,871
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Purchase of investment in Master					—						—						(33,174,062	)					(2,333,604	)
Proceeds from sale of investment in Master					15,904,290						4,980,145						121,205,572						11,657,498
Net unrealized (appreciation) depreciation on investment in Master					28,148,033						(53,865,058	)					(53,526,649	)					(148,887,896	)
Accrued expenses:
Increase (decrease) in brokerage commissions					(159,222	)					—						998,791						—
Increase (decrease) in management fees					(73,156	)					80,307						(69,064	)					221,526
Increase (decrease) in other					7,976						66,815						17,973						24,265
Increase (decrease) in due to Special Limited Partner					(15,245,862	)					10,472,605						—						29,048,751
Net cash provided by (used in) operating activities					6,666,847						5,052,375						79,786,924						9,320,411
Cash flows from financing activities:
Allocation of Units – Special Limited Partner					9,161,204						—						9,161,204						—
Payments for redemptions – Limited Partners					(15,820,075	)					(5,016,945	)					(88,938,637	)					(9,307,106	)
Net cash provided by (used in) financing activities					(6,658,871	)					(5,016,945	)					(79,777,433	)					(9,307,106	)
Net change in cash					7,976						35,430						9,491						13,305
Cash, at beginning of period					67,488						26,532						65,973						48,657
Cash, at end of period				$	75,464					$	61,962					$	75,464					$	61,962

See accompanying Notes to Financial Statements.

5

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006
(Unaudited)

1.    General:

Smith Barney AAA Energy Fund L.P. (the ‘‘Partnership’’) is a limited partnership organized on January 5, 1998 under the partnership laws of the State of New York to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests, including commodity options and commodity futures contracts on United States exchanges and certain foreign exchanges. The Partnership may trade commodity futures and options contracts. In addition, the Partnership may enter into swap contracts on energy-related products. During the initial offering period (February 12, 1998 through March 15, 1998), the Partnership sold 49,538 redeemable units (‘‘Redeemable Units’’). The Partnership commenced trading on March 16, 1998. From March 16, 1998 to August 31, 2001, the Partnership engaged directly in the speculative trading of a diversified portfolio of commodity interests.

Effective September 1, 2001, the Partnership allocated substantially all of its capital to the SB AAA Master Fund LLC, a New York limited liability company (the ‘‘Master’’). With this cash, the Partnership purchased 128,539.1485 Units of the Master with a fair value of $128,539,149 (including unrealized depreciation of $7,323,329). The Master was formed in order to permit accounts managed by AAA Capital Management Advisors Ltd. (successor to AAA Capital Management, Inc.) (the ‘‘Advisor’’) using the Energy Program—Futures and Swaps, the Advisor's proprietary trading program, to invest together in one trading vehicle. Principals of the Master's Advisor were formerly employees of Smith Barney and associated persons of CGM. Individual and pooled accounts currently managed by the Advisor, including the Partnership (collectively, the ‘‘Feeder Funds’’), are permitted to be non-managing members of the Master. The General Partner and the Advisor believe that trading through this master/feeder structure promotes efficiency and economy in the trading process. Expenses to investors as a result of the investment in the Master are approximately the same and redemption rights are not affected. The Master may trade commodity futures and options contracts of any kind, but trades solely energy and energy-related products. In addition, the Master may enter into swap contracts or trade in energy-related products. The commodity interests that are traded by the Master are volatile and involve a high degree of market risk.

As of September 30, 2006, the Partnership owned approximately 27.7% of the Master. It is the Partnership's intention to continue to invest substantially all of its assets in the Master. The performance of the Partnership is directly affected by the performance of the Master. The Master's Statements of Financial Condition, Statements of Income and Expenses and Members' Capital, Condensed Schedules of Investments and Statements of Cash Flows are included herein.

Citigroup Managed Futures LLC acts as the General Partner (the ‘‘General Partner’’) of the Partnership and the managing member of the Master, as defined below. The Partnership's/Master's commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. (‘‘Citigroup’’).

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership's financial condition at September 30, 2006 and December 31, 2005 and the results of its operations and cash flows for the three and nine months ended September 30, 2006 and 2005. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2005.

Prior to January 1, 2006, round-turn commissions were borne at the Master level and allocated down to the feeder funds based on each fund's ownership. Effective January 1, 2006, round-turn commissions are borne by the Partnership consistent with contractual agreements.

6

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006
(Unaudited)

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

The Master's Statements of Financial Condition and Condensed Schedules of Investments as of September 30, 2006 and December 31, 2005 and Statements of Income and Expenses and Members' Capital and Statements of Cash Flows for the three and nine months ended September 30, 2006 and 2005 are presented below:

SB AAA Master Fund LLC
Statements of Financial Condition
(Unaudited)

			September 30, 2006						December 31, 2005
Assets:
Equity in commodity futures trading account:
Cash (restricted $4,720,046 and $4,130,046 in 2006 and 2005, respectively)				$	793,721,613					$	557,878,760
Net unrealized appreciation on open futures positions					—						260,548,395
Unrealized appreciation on open swaps contracts					116,180,914						193,692,178
Commodity options owned, at fair value (cost $292,312,198 and $129,024,667 in 2006 and 2005, respectively)					325,775,158						225,052,075
					1,235,677,685						1,237,171,408
Due from brokers					12,086,805						14,310,966
Interest receivable					2,615,388						1,813,732
				$	1,250,379,878					$	1,253,296,106
Liabilities and Members' Capital:
Liabilities:
Net unrealized depreciation on open futures positions				$	2,295,549					$	—
Unrealized depreciation on open swap contracts					58,559,148						165,265,325
Commodity options written, at market value (premium $199,469,819 and $147,363,753 in 2006 and 2005, respectively)					182,318,173						114,859,048
Accrued expenses:
Brokerage commissions					—						3,198,816
Other					147,324						143,268
Due to brokers					15,038,110						13,948,544
Distribution payable					2,595,766						1,798,953
					260,954,070						299,213,954
Members' Capital:
Members' Capital, 215,521.4035 and 246,785.2714 Units outstanding in 2006 and 2005, respectively					989,425,808						954,082,152
				$	1,250,379,878					$	1,253,296,106

7

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006
(Unaudited)

SB AAA Master Fund LLC
Condensed Schedule of Investments
September 30, 2006
(Unaudited)

			Number of Contracts						Fair Value						% of Members' Capital
Futures Contracts Purchased
Energy										$	(154,992,929	)					(15.66	)%
Futures Contracts Sold
Energy											152,697,380						15.43
Total futures contracts											(2,295,549	)					(0.23	)
Options Owned
Energy
NYMEX Natural Gas Nov. 06 – April 07					7,250						150,721,980						15.23
Other											175,053,178						17.70
Total options owned											325,775,158						32.93
Options Written
Energy
NYMEX Natural Gas Nov. 06 – March 07					5,200						(116,882,880	)					(11.82	)
Other											(65,435,293	)					(6.61	)
Total options written											(182,318,173	)					(18.43	)
Unrealized Appreciation on Swap Contracts
Energy											116,180,914						11.74
Unrealized Depreciation on Swap Contracts
Energy											(58,559,148	)					(5.92	)
Total Energy Fair Value										$	198,783,202						20.09	%

	Percentages are based on Members' Capital unless otherwise indicated.

8

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006
(Unaudited)

SB AAA Master Fund LLC
Condensed Schedule of Investments
December 31, 2005
(Unaudited)

			Number of Contracts						Fair Value						% of Members' Capital
Futures Contracts Purchased
Energy
NYMEX Henry Hub Natural Gas Swap– April 07 – Dec. 09					6,496					$	61,657,788						6.46	%
NYMEX Natural Gas Aug. 06 – Dec. 10					9,869						107,175,497						11.23
Other											45,857,146						4.81
Total futures contracts purchased											214,690,431						22.50
Futures Contracts Sold
Energy											45,857,964						4.81
Total futures contracts											260,548,395						27.31
Options Owned
Energy
NYMEX Natural Gas Feb. 06 – July 06					4,778						78,598,570						8.24
Other											146,453,505						15.35
Total options owned											225,052,075						23.59
Options Written
Energy											(114,859,048	)					(12.04	)
Unrealized Appreciation on Swap Contracts
Energy
Gulf Coast Unleaded Gas Calendar 2006					1,750						67,563,451						7.08
Other											126,128,727						13.22
Total unrealized appreciation on swap contracts											193,692,178						20.30
Unrealized Depreciation on Swap Contracts
Energy
Gulf Coast Unleaded Gas Calendar 2006					1,750						(65,229,496	)					(6.84	)
Other											(100,035,829	)					(10.48	)
Total unrealized depreciation on swap contracts											(165,265,325	)					(17.32	)
Total Energy Fair Value										$	399,168,275						41.84	%

	Percentages are based on Members' Capital unless otherwise indicated.

9

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006

(Unaudited)

SB AAA Master Fund LLC
Statements of Income and Expenses and Members' Capital
(Unaudited)

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2006						2005						2006						2005
Income:
Net gains (losses) on trading of commodity interests:
Realized gains (losses) on closed positions				$	(49,732,912	)				$	(45,388,615	)				$	492,683,728					$	44,240,832
Change in unrealized gains (losses) on open positions					(49,663,311	)					185,206,455						(311,566,538	)					320,759,915
					(99,396,223	)					139,817,840						181,117,190						365,000,747
Interest income					8,901,632						3,626,585						27,222,402						8,290,863
					(90,494,591	)					143,444,425						208,339,592						373,291,610
Expenses:
Brokerage commissions including clearing fees of $446,843, $430,958, $1,671,617 and $1,158,244, respectively					767,905						3,689,997						2,863,472						9,730,505
Other					106,504						104,356						319,504						226,742
					874,409						3,794,353						3,182,976						9,957,247
Net income (loss)					(91,369,000	)					139,650,072						205,156,616						363,334,363
Additions					43,487,021						68,978,312						204,588,058						144,268,308
Redemptions					(68,710,096	)					(18,541,906	)					(347,330,100	)					(73,415,227	)
Distribution of interest to feeder funds					(8,845,092	)					(3,594,110	)					(27,070,918	)					(8,183,411	)
Net increase (decrease) in Members'     Capital					(125,437,167	)					186,492,368						35,343,656						426,004,033
Members' Capital, beginning of period					1,114,862,975						576,007,200						954,082,152						336,495,535
Members' Capital, end of period				$	989,425,808					$	762,499,568					$	989,425,808					$	762,499,568
Net Asset Value per Unit (215,521.4035 and 212,830.6942 Units outstanding in September 30, 2006 and 2005, respectively)				$	4,590.85					$	3,582.66					$	4,590.85					$	3,582.66
Net income (loss) per Unit of Member Interest				$	(418.63	)				$	666.56					$	844.70					$	1,808.12

10

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006

(Unaudited)

SB AAA Master Fund LLC
Statements of Cash Flows
(Unaudited)

			Three Months Ended												Nine Months Ended
			September 30,												September 30,
			2006						2005						2006						2005
Cash flows from operating activities:
Net income (loss)				$	(91,369,000	)				$	139,650,072					$	205,156,616					$	363,334,363
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash					13,776,190						1,136,658						(590,000	)					25,617,229
(Increase) decrease in unrealized appreciation on open futures positions					60,252,028						(93,833,154	)					260,548,395						(177,595,208	)
(Increase) decrease in unrealized appreciation on open swaps contracts					82,599,653						(80,855,557	)					77,511,264						(190,727,792	)
(Increase) decrease in commodity options owned at fair value					(111,721,015	)					(228,252,081	)					(100,723,083	)					(293,138,332	)
(Increase) decrease in due from brokers					8,081,180						(27,261,579	)					2,224,161						(34,890,709	)
(Increase) decrease in interest receivable					490,922						(342,457	)					(801,656	)					(802,770	)
Increase (decrease) in unrealized depreciation on open futures positions					2,295,549						—						2,295,549						—
Increase (decrease) in unrealized depreciation on open swap contracts					(78,025,246	)					71,487,312						(106,706,177	)					165,786,368
Increase (decrease) in commodity options written, at fair value					25,302,902						141,492,460						67,459,125						157,940,367
Accrued expenses:
Increase (decrease) in brokerage commissions					—						709,836						(3,198,816	)					1,633,617
Increase (decrease) in other					(9,957	)					(6,916	)					4,056						(662	)
Increase (decrease) in due to brokers					(3,891,920	)					22,273,296						1,089,566						27,194,978
Increase (decrease) in due to CGM					—						—						—						(22,978	)
Net cash provided by (used in) operating activities					(92,218,714	)					(53,802,110	)					404,269,000						44,328,471
Cash flows from financing activities:
Proceeds from additions					43,487,021						68,978,312						204,588,058						144,268,308
Payments for redemptions					(68,710,096	)					(18,541,906	)					(347,330,100	)					(73,415,227	)
Distribution of interest to feeder funds					(9,340,131	)					(3,253,309	)					(26,274,105	)					(7,384,441	)
Net cash provided by (used in) financing activities					(34,563,206	)					47,183,097						(169,016,147	)					63,468,640
Net change in unrestricted cash					(126,781,920	)					(6,619,013	)					235,252,853						107,797,111
Unrestricted cash, at beginning of period					915,783,487						387,955,306						553,748,714						273,539,182
Unrestricted cash, at end of period				$	789,001,567					$	381,336,293					$	789,001,567					$	381,336,293

11

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006

(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and nine months ended September 30, 2006 and 2005 were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2006						2005						2006						2005
Net realized and unrealized gains (losses)*				$	(656.62	)				$	1,000.32					$	925.71					$	2,720.43
Interest income					55.49						26.40						163.13						62.06
Expenses and allocation to Special Limited Partner**					104.13						(222.72	)					(268.13	)					(598.09	)
Increase (decrease) for the period					(497.00	)					804.00						820.71						2,184.40
Net Asset Value per Redeemable Unit, beginning of period					6,656.10						4,173.17						5,338.39						2,792.77
Net Asset Value per Redeemable Unit, end of period				$	6,159.10					$	4,977.17					$	6,159.10					$	4,977.17
*      Includes Partnership commissions and expenses allocated from the Master.
**    Excludes Partnership commissions and expenses allocated from the Master.

Ratios to average net assets:***
Net investment loss before allocation to Special Limited Partner****					(0.1	)%					(2.6	)%					(0.4	)%					(2.8	)%
Operating expenses					3.6	%					5.0	%					3.9	%					5.0	%
Allocation to Special Limited Partner					(2.2	)%					4.3	%					3.1	%					14.0	%
Total expenses					1.4	%					9.3	%					7.0	%					19.0	%
Total return:
Total return before allocation to Special Limited Partner					(9.6	)%					24.0	%					19.4	%					97.7	%
Allocation to Special Limited Partner					2.1	%					(4.7	)%					(4.0	)%					(19.5	)%
Total return after allocation to Special Limited Partner					(7.5	)%					19.3	%					15.4	%					78.2	%

***	Annualized (except for allocation to Special Limited Partner)

****	Interest income less total expenses (exclusive of allocation to Special Limited Partner)

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

12

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006

(Unaudited)

2.    Financial Highlights (continued)

Financial Highlights of the Master:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2006						2005						2006						2005
Net realized and unrealized gains (losses)*				$	(459.10	)				$	649.51					$	725.55					$	1,767.93
Interest income					40.96						17.55						120.56						41.32
Expenses **					(0.49	)					(0.50	)					(1.41	)					(1.13	)
Increase (decrease) for the period					(418.63	)					666.56						844.70						1,808.12
Distributions					(40.70	)					(17.39	)					(119.89	)					(40.78	)
Net Asset Value per Unit, beginning of period					5,050.18						2,933.49						3,866.04						1,815.32
Net Asset Value per Unit, end of period				$	4,590.85					$	3,582.66					$	4,590.85					$	3,582.66

*	Includes brokerage commissions

**	Excludes brokerage commissions

Ratios to average net assets:***
Net investment gain (loss)****					3.1	%					(0.1	)%					3.0	%					(0.4	)%
Operating expenses					0.3	%					2.3	%					0.4	%					2.5	%
Total return					(8.3	)%					22.7	%					21.8	%					99.6	%

***	Annualized

****	Interest income less total expenses

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

13

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006
(Unaudited)

3.    Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The Partnership invests the majority of its assets through a ‘‘master fund/feeder fund’’ structure. The results of the Partnership's investment in the Master are shown in the Statements of Income and Expenses and Partners' Capital and are discussed in Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations.

The respective Customer Agreements between the Partnership and CGM and the Master and CGM give the Partnership and the Master, respectively, the legal right to net unrealized gains and losses.

All of the commodity interests owned by the Master are held for trading purposes. The average fair values of these interests during the nine and twelve months ended September 30, 2006 and December 31, 2005, based on a monthly calculation, were $224,544,389 and $199,595,694, respectively. The fair values of these commodity interests, including options and swaps thereon, if applicable, at September 30, 2006 and December 31, 2005 were $198,783,202 and $399,168,275, respectively. Fair values for exchange-traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on calculations approved by the General Partner.

4.    Financial Instrument Risks:

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

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

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Partnership's/Master's risk of loss in the event of counterparty default is typically limited to the amounts recognized in the statements of financial condition and not represented by the contract or notional amounts of the instruments. The Partnership, through its investment in the Master, has concentration risk because a significant counterparty or broker with respect to the Master's assets is CGM.

The General Partner monitors and controls the Partnership's/Master's risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has

14

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
September 30, 2006
(Unaudited)

effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Master is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of September 30, 2006. However, due to the nature of the Partnership's/Master's business, these instruments may not be held to maturity.

15

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not engage in the sale of goods or services. Its only assets are its investment in the Master and cash. The Master does not engage in the sale of goods or services. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a decrease in liquidity, no such losses occurred during the third quarter of 2006.

The Partnership's capital consists of the capital contributions of the partners as increased or decreased by its investment in the Master, expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the nine months ended September 30, 2006, Partnership capital decreased 4.3% from $276,227,999 to $264,335,986. This decrease was attributable to the redemption of 10,313.1292 Redeemable Units totaling $65,387,580, which was partially offset by net income from operations of $44,334,363, coupled with the allocation to Special Limited Partner of 1,487.4258 Redeemable Units totaling $9,161,204. Future redemptions can impact the amount of funds available for investment in the Master in subsequent periods.

The Master's capital consists of the capital contributions of the members as increased or decreased by realized and/or unrealized gains or losses on commodity futures trading, expenses, interest income, redemptions of Units and distributions of profits, if any.

For the nine months ended September 30, 2006, the Master's capital increased 3.7% from $954,082,152 to $989,425,808. This increase was attributable to net income from operations of $205,156,616, coupled with the addition of 48,633.8390 Units totaling $204,588,058 which was partially offset by the redemption of 79,897.7069 Units totaling $347,330,100 and distributions of interest totaling $27,070,918 to the non-managing members of the Master. Future redemptions can impact the amount of funds available for investments in commodity contract positions in subsequent periods.

Critical Accounting Policies

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

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

The value of the Partnership's investment in the Master reflects the Partnership's proportional interest in the members' capital of the Master. All of the income and expenses and unrealized and realized gains and losses from the commodity transactions of the Master are allocated pro rata among the investors at the time of such determination.

Foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership's net equity therein, representing unrealized gain or loss

16

on the contracts, as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting dates, is included in the Statements of Financial Condition. Realized gains (losses) and changes in unrealized values on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the Statements of Income and Expenses and Partners' Capital.

Results of Operations

During the Partnership's third quarter of 2006, the Net Asset Value per Redeemable Unit decreased 7.5% from $6,656.10 to $6,159.10 as compared to an increase of 19.3% in the third quarter of 2005. The Partnership experienced a net trading loss before brokerage commissions and related fees in the third quarter of 2006 of $27,919,523. Losses were primarily attributable to the Master's trading of commodity futures in NYMEX Crude Oil, NYMEX Energy Swaps, NYMEX Gasoline, NYMEX Heating Oil, NYMEX Natural Gas, NYMEX Freight Futures, and IPE Gas Oil and were partially offset by gains in NYMEX Unleaded Gas and OTC Energy Swaps. The Partnership experienced a net trading gain before brokerage commissions and related fees in the third quarter of 2005 of $55,382,701. Gains were primarily attributable to the Master's trading of commodity futures in IPE Gas Oil, NYMEX Natural Gas, OTC energy swaps, and NYMEX Unleaded Gas and were partially offset by losses in NYMEX Crude Oil and NYMEX energy swaps.

Trading in the petroleum sector was adversely impacted by a larger than expected decline in oil and gasoline prices, sharp fluctuations in the relationship between prices of oil and refined products, and continued compression of price volatility in the sector. In natural gas trading, rising price volatility in nearby contract months coupled with price weakness in longer dated contracts produced losses for the Fund.

During the nine months ended September 30, 2006, the Net Asset Value per Redeemable Unit increased 15.4% from $5,338.39 to $6,159.10 as compared to an increase of 78.2% in the same period of 2005. The Partnership experienced a net trading gain before brokerage commissions and related fees in the nine months ended September 30, 2006 of $55,068,114. Gains were primarily attributable to the Master's trading of commodity futures in NYMEX Crude Oil, NYMEX Freight Futures, NYMEX Natural Gas, NYMEX Unleaded Gas and OTC Energy Swaps and were partially offset by losses in NYMEX Energy Swaps, NYMEX Gasoline, NYMEX Heating Oil and IPE Gas Oil. The Partnership experienced a net trading gain before brokerage commissions and related fees in the nine months ended September 30, 2005 of $153,040,398. Gains were primarily attributable to the Master's trading of commodity futures in NYMEX Crude Oil, IPE Gas Oil, NYMEX Natural Gas, OTC Energy Swaps, and NYMEX Unleaded Gas and were partially offset by losses in NYMEX energy swaps, Gasoline and NYMEX Heating Oil.

Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership (and the Master) depends on the Advisor's ability to forecast price changes in energy and energy-related commodities. Such price changes are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that the Advisor correctly makes such forecasts, the Partnership (and the Master) expects to increase capital through operations.

Interest income on 80% of the Partnership's average daily equity allocated to it by the Master was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Master's assets in cash and/or place all of the Master's assets in 90-day Treasury bills and pay the Partnership its allocated share 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills purchased. Interest income allocated from the Master for the three and nine months ended September 30, 2006 increased by $996,277 and $4,294,680, as compared to the corresponding periods in 2005. The increase in interest income is primarily due to higher average net assets and higher interest rates during the three and nine months ended September 30, 2006 as compared to 2005.

17

Management fees are calculated as a percentage of the Partnership's net asset value as of the end of each month and are affected by trading performance and redemptions. Management fees for the three and nine months ended September 30, 2006 increased by $44,159 and $1,264,627, as compared to the corresponding periods in 2005. The increase in management fees is due to higher average net assets during the three and nine months ended September 30, 2006 as compared to 2005.

The Special Limited Partner profit share allocation made on September 30, 2006 was based on the new trading profits (as defined in the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of September 30, 2006, by and among the General Partner, the Advisor, David J. Vogel and the other Limited Partners (the ‘‘Amended and Restated Limited Partnership Agreement’’)) generated by the Advisor during the nine months ended September 30, 2006. For the three months ended September 30, 2006 there was a reversal of the accrued profit share allocation of $6,084,658 based on the performance of the Partnership during the quarter. The profit share allocation accrued and allocated for the nine months ended September 30, 2006 was $9,161,204. The profit share allocation accrued for the three and nine months ended September 30, 2005 was $10,472,605 and $29,048,751, respectively. Beginning with the quarter ending December 31, 2006, the Special Limited Partner profit share allocation will be made quarterly based on the new trading profits generated by the Advisor during each quarter.

18

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

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

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

The Master rapidly acquires and liquidates both long and short positions in a range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Master's past performance is not necessarily indicative of its future results.

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

Exchange maintenance margin requirements have been used by the Master as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

The following table indicates the trading Value at Risk associated with the Master's open positions by market category as of September 30, 2006 and the highest, lowest and average value during the three months ended September 30, 2006. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of September 30, 2006, the Master's total capitalization was $989,425,808. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2005.

September 30, 2006
(Unaudited)

															Three Months Ended September 30, 2006
Market Sector			Value at Risk						% of Total Capitalization						High Value at Risk						Low Value at Risk						Average Value at Risk*
Energy					$80,290,980						8.11%						$85,359,642						$52,516,591						$67,201,456
Energy Swaps					4,720,046						0.48%						4,720,046						4,130,046						4,326,713
Total					$85,011,026						8.59%

	* Average monthly Values at Risk

19

Item 4.    Controls and Procedures

The General Partner of the Partnership, with the participation of the General Partner's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) with respect to the Partnership as of the end of the period covered by the report, and, based on this evaluation, has concluded that these disclosure controls and procedures are effective. There was no change in the Partnership's internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting.

20

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

The following information supplements and amends our discussion set forth under Part I, Item 3 ‘‘Legal Proceedings’’ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and under Part II, Item 1, ‘‘Legal Proceedings’’ in the Partnership's Quarterly Report on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006.

Enron Corp.

In light of the settlement of the securities class action (Newby, et al. v. Enron Corp., et al.), the plaintiffs have agreed to dismiss the following lawsuits against Citigroup and its affiliates: California Public Employees' Retirement System v. Banc of America Securities LLC, et al., Headwaters Capital LLC v. Lay et al., and Variable Annuity Life Ins. Co. v. Credit Suisse First Boston Corp., et al. Plaintiffs in two other cases, which are not part of the Newby class, have also voluntarily dismissed their claims against Citigroup and its affiliates: Steiner v. Enron Corp., et al. and Town of New Hartford v. Lay, et al.

Research

On August 17, 2006, the United States District Court for the Southern District of New York approved the class action settlement of Citigroup and its affiliates in In Re Salomon Analyst AT&T Litigation, and on September 29, 2006 that same court approved the class action settlements in In Re Salomon Analyst Level 3 Litigation, In Re Salomon Analyst XO Litigation and In Re Salomon Analyst Williams Litigation.

On September 14, 2006, Citigroup and its affiliates settled all claims in Sturm, et al. v. Citigroup, et al. The settlement was covered by existing reserves.

On October 6, 2006, the United States Court of Appeals granted a review of the district court's decision certifying a plaintiff class in In Re Salomon Analyst Metromedia Litigation.

Adelphia Communications Corporation

Defendant banks in In Re Adelphia Communications Corporation Securities and Derivative Litigation, including the Citigroup Parties, have entered into settlement agreements with the Los Angeles County Employees Retirement Association and with The Division of Investment of the New Jersey Department of Treasury. The Citigroup Parties' share of the settlement was covered by existing reserves.

Item 1A.    Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. ‘‘Risk Factors’’ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

21

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

The following chart sets forth the purchases of Redeemable Units by the Partnership.

Period

(a) Total Number of Units Purchased*

(b) Average Price Paid per Unit**

(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs

(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs

July 1, 2006 – July 31, 2006

291.6671

$6,422.71

N/A

N/A

August 1, 2006 – August 31, 2006

1,033.4538

$6,118.43

N/A

N/A

September 1, 2006 – September 30, 2006

1,409.3123

$6,159.10

N/A

N/A

Total

2,734.4332

$6,233.41

N/A

N/A

* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days' notice to the General Partner. Under certain circumstances, the General Partner may compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership's business in connection with effecting redemptions for Limited Partners.

	** Redemptions of Redeemable Units are effected as of the last day of each month at the Net Asset Value per Redeemable Unit as of that day.

Item 3.    Defaults Upon Senior Securities – None

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

On or about July 10, 2006, the General Partner mailed to all Limited Partners a Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, soliciting the approval by the Limited Partners of an amendment to the Limited Partnership Agreement to the effect that the profit share allocation due to the Advisor, as Special Limited Partner of the Partnership, be made quarterly rather than annually. As of September 30, 2006, 22,711.7774 units had been voted for the amendment; 2,692.5984 units had been voted against the amendment; votes on 21,453.1846 units had been withheld and holders of 485.1531 units had abstained. The Limited Partnership Agreement required that 22,082.482 units, or more than 50% of the units outstanding, be voted in favor of the amendment.

The Amended and Restated Limited Partnership Agreement was entered into as of September 30, 2006, reflecting the change to the profit share allocation as submitted to and approved by the Limited Partners. A copy of the Amended and Restated Limited Partnership Agreement is attached to this Form 10-Q as Exhibit 10.1.

Item 5.    Other Information – None

22

Item 6.    Exhibits

	The exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference to the exhibit index of the Partnership's Annual Report on Form 10-K for the period ended December 31, 2005.

Exhibit – 10.1 – Amended and Restated Limited Partnership Agreement of the Partnership, dated as of September 30, 2006, by and among the General Partner, the Advisor, David J. Vogel and the other Limited Partners.

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

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

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

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

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Smith Barney AAA Energy Fund L.P.

By:			Citigroup Managed Futures LLC
			(General Partner)
By:			/s/ David J. Vogel
			David J. Vogel President and Director
Date:			November 14, 2006
By:			/s/ Jennifer Magro
			Jennifer Magro Chief Financial Officer and Director
Date:			November 14, 2006

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF SMITH BARNEY AAA ENERGY FUND L.P.

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this ‘‘Agreement’’) of Smith Barney AAA Energy Fund L.P., a New York limited partnership (the ‘‘Partnership’’), dated and effective as of September 30, 2006, is by and among Citigroup Managed Futures LLC, 731 Lexington Avenue - 25^th Floor, New York, New York 10022 (the ‘‘General Partner’’), AAA Capital Management Advisors, Ltd. (the ‘‘Special Limited Partner’’) and David J. Vogel (the ‘‘Initial Limited Partner’’) and those other parties who shall execute this Agreement, whether in counterpart or by attorney-in-fact, as limited partners. (The Initial Limited Partner and such other parties are hereinafter collectively referred to as the ‘‘Limited Partners’’. The General Partner and the Limited Partners may be collectively referred to herein as ‘‘Partners’’.) This Agreement amends and restates the Partnership's limited partnership agreement, dated as of January 5, 1998 (the ‘‘Initial Agreement’’), by and among the General Partner, the Special Limited Partner and the Initial Limited Partner.

W I T N ES S E T H :

WHEREAS, pursuant to a proxy statement distributed to the Limited Partners on or about July 11, 2006, the General Partner requested the Limited Partners' approval of an amendment to the Initial Agreement in order to change the profit share allocation due to the Special Limited Partner so that the allocation is made quarterly rather than annually; and

WHEREAS, the General Partner and the requisite Limited Partners, consistent with the requirements of Section 18(a) of the Limited Partnership Agreement, have approved such amendment to the Initial Agreement.

NOW, THEREFORE, in consideration of the mutual premises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Initial Agreement in its entirety as follows:

1.    Formation and Name.

The parties hereto hereby form a limited partnership under the New York Revised Uniform Limited Partnership Act. The name of the limited partnership is Smith Barney AAA Energy Fund L. P. (the ‘‘Partnership’’). The General Partner shall execute and file a Certificate of Limited Partnership in accordance with the provisions of the New York Revised Limited Partnership Act and execute, file, record and publish, as appropriate, such amendments, restatements and other documents as are or become necessary or advisable, as determined by the General Partner. As used herein, ‘‘Partnership Act’’ means the New York Revised Uniform Limited Partnership Act.

2.    Principal Office.

The principal office of the Partnership shall be 731 Lexington Avenue - 25th Floor, New York, New York 10022 or such other place as the General Partner may designate from time to time.

3.    Business.

(a) The Partnership's business and purpose is to trade, buy, sell or otherwise acquire, hold or dispose of interests in commodities of all descriptions (including futures contracts, commodity options, forward contracts and any other rights or interests pertaining thereto, including interests in commodity pools). The objective of the Partnership business is appreciation of its assets through speculative trading.

(b) The Partnership shall not:

(1) engage in the pyramiding of its positions by using unrealized profits on existing positions as margin for the purchase or sale of additional positions in the same or related commodities;

(2) utilize borrowings except short-term borrowings if the Partnership takes delivery of cash commodities; or

(3) permit the churning of its account.

(c) The Partnership shall make no loans. Assets of the Partnership will not be commingled with assets of any other entity. Deposit of assets with a commodity broker or dealer as margin shall not constitute commingling.

4.    Term, Dissolution and Fiscal Year.

(a) Term. The term of the Partnership shall commence on the date the Certificate of Limited Partnership is filed in the office of the County Clerk of New York County, State of New York, and shall end as soon as practicable upon the first to occur of the following: (1) December 31, 2018; (2) receipt by the General Partner of an election to dissolve the Partnership at a specified time by Limited Partners owning more than 50% of the Units of Limited Partnership Interest then outstanding, notice of which is sent by registered mail to the General Partner not less than 90 days prior to the effective date of such dissolution; (3) assignment by the General Partner of all of its interest in the Partnership, withdrawal, removal, bankruptcy or any other event that causes the General Partner to cease to be a general partner under the Partnership Act (unless the Partnership is continued pursuant to Paragraph 17); (4) a decline in Net Asset Value on any business day after trading to less than $400 per Unit; or (5) any event which shall make it unlawful for the existence of the Partnership to be continued.

(b) Dissolution. Upon dissolution of the Partnership, the assets of the Partnership shall be distributed to creditors, including any Partners who may be creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Partners; to Partners and former Partners in satisfaction of liabilities for distributions; and to Partners first for the return of their contributions and second respecting their Partnership interests, in the proportions in which the Partners share in distributions. Following distributions of the assets of the Partnership, a Certificate of Cancellation for the Partnership shall be filed as required by the Partnership Act.

(c) Fiscal Year. The fiscal year of the Partnership will commence on January 1 and end on December 31 each year (‘‘fiscal year’’). Each fiscal year of the Partnership is divided into four fiscal quarters commencing on the first day of January, April, July and October (‘‘fiscal quarter’’).

5.    Net Worth of General Partner.

The General Partner agrees that, at all times after the termination of the initial offering period of the Partnership's Units of Limited Partnership Interest described in Paragraph 11 hereof (the ‘‘Private Placement’’), so long as it remains a general partner of the Partnership, it will maintain its Net Worth at an amount not less than 5% of the total contributions to the Partnership by all Partners. The General Partner also agrees, with respect to each additional limited partnership of which it is general partner, to maintain a net worth (excluding capital contributions to the additional partnership) at an amount not less than 5% of the total contributions to the additional limited partnership. In no event will the General Partner be required to maintain a net worth in excess of $1,000,000.

For the purposes of this Paragraph 5, Net Worth shall be based upon current fair market value of the assets of the General Partner. The requirements of this Paragraph 5 may be modified if the General Partner obtains an opinion of counsel for the Partnership that a proposed modification will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes and will not violate any state securities or blue sky laws to which the Partnership may be subject from time to time.

6.    Capital Contributions and Units of Partnership Interest.

The General Partner shall contribute to the Partnership, immediately prior to the date on which the Partnership commences trading operations and as necessary thereafter, an amount at least equal to the greater of (a) 1% of capital contributions or (b) $25,000. The General Partner's contribution shall be

evidenced by ‘‘Units of General Partnership Interest.’’ The General Partner may not make any transfer or withdrawal of its contribution to the Partnership while it is General Partner which would reduce its aggregate percentage interest in the Partnership to less than such required interest in the Partnership. Any withdrawal of any such excess interest by the General Partner may be made only upon not less than thirty (30) days' notice to the Limited Partners prior to the end of a fiscal quarter.

Interests in the Partnership, other than those of the General Partner, shall be evidenced by ‘‘Units of Limited Partnership Interest’’ which the General Partner on behalf of the Partnership shall, in accordance with the Private Placement Offering Memorandum and Disclosure Document (the ‘‘Memorandum’’) referred to in Paragraph 11, sell to persons desiring to become Limited Partners. For each Unit of Limited Partnership Interest purchased prior to the commencement of trading operations, a Limited Partner shall contribute $1,000 to the capital of the Partnership. For any Unit (or partial unit rounded to four decimal places) of Limited Partnership Interest purchased thereafter (except as noted below with respect to the Special Limited Partner), a Limited Partner shall contribute to the capital of the Partnership an amount equal to the Net Asset Value of a Unit (or partial unit, as the case may be) of Limited Partnership Interest as of the close of business on the day preceding the effective date of such purchase, and shall pay in addition the selling commission, if any, which must be paid with respect to such purchase. The Special Limited Partner will contribute advisory services and will receive a quarterly allocation in Units as described in Paragraph 8. The aggregate of all contributions shall be available to the Partnership to carry on its business, and no interest shall be paid on any such contribution. All subscriptions for Units of Limited Partnership Interest made pursuant to the Private Placement of the Units of Limited Partnership Interest must be on the form provided in the Memorandum.

The proceeds from the sale of the Units of Limited Partnership Interest pursuant to the Private Placement shall be placed in an escrow account and shall not be contributed to the capital of the Partnership prior to the termination of the initial offering period. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall not have been received and accepted by the General Partner when the initial offering period is terminated, the full amount of all subscriptions shall be returned promptly to the subscribers, and the Certificate of Limited Partnership may, in the discretion of the General Partner, be canceled. If subscriptions for at least 5,000 Units of Limited Partnership Interest shall have been received and accepted by the General Partner prior to the termination of the initial offering period, the proceeds thereof shall be contributed to the capital of the Partnership and the Partnership shall thereafter commence trading operations. All subscribers shall receive the interest earned on their subscriptions while held in escrow. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

7.    Allocation of Profits and Losses.

(a) Capital Accounts. A capital account shall be established for each Partner. The initial balance of each Partner's capital account shall be the amount of his initial capital contribution to the Partnership. A Partner's capital account shall be increased by the amount of any additional capital contributions to the Partnership by such Partner, and shall be further adjusted as provided in Paragraph 7(b).

(b) Allocations. As of the close of business on the last day of each month during each fiscal year of the Partnership, and on such other dates as the General Partner in its discretion shall determine (each, an ‘‘Allocation Date’’), the following determinations and allocations shall be made:

(1) The Net Assets of the Partnership (as defined in Paragraph 7(d)(1)) but before any advisory fees or profit share allocations as of such date shall be determined.

(2) Monthly advisory fees, if any, payable by the Partnership as of such date shall then be charged against Net Assets.

(3) Any increase or decrease in Net Assets of the Partnership from the previous Allocation Date (or, with respect to the first calendar month of operations, from the first day of operations) allocable to Limited Partners or the General Partner, as the case may be, shall then be credited or charged to the capital accounts of the Limited Partners or the General Partner, as the case may be, in the ratio

that the balance of each such Partner's capital account bears to the balance of all such relevant Partners' capital accounts. For the purpose of this Paragraph 7(b)(3), Net Assets shall be determined without regard to (A) any Profit Share allocations to the Special Limited Partner pursuant to Paragraph 7(b)(4), (B) distributions and withdrawals described in Paragraph 7(b)(5), and (C) any contributions made to the Partnership by a Partner during such month.

(4) As of each calendar quarter-end, the aggregate amount of net increase in Net Assets allocated pursuant to Paragraph 7(b)(3) shall be adjusted by charging the Partnership an amount equal to the Special Limited Partner's Profit Share allocation payable as of such calendar quarter-end, pursuant to Paragraph 8 and by crediting such amount to the Special Limited Partner's capital account.

(5) The amount of any distribution to a Partner and any amount paid to a Partner upon withdrawal of capital from the Partnership with respect to such month shall be charged against the Partner's capital account. Upon liquidation of the Partnership, the balance of the proceeds of liquidation after payment of Partnership obligations shall be distributed to the Partners in proportion to their remaining positive capital account balances after adjustment for prior distributions and allocations.

(c) Allocations for Tax Purposes. All items of income, gains, losses, deductions and credits of the Partnership for each fiscal year will be allocated among the Partners for income tax purposes in a manner that reflects, as closely as possible, the amounts and the components credited or debited to each Partner's capital account pursuant to this Paragraph 7. Allocations pursuant to this Paragraph 7(c) will not be credited or debited to capital accounts.

(d) Definitions.

(1) Net Assets. Net Assets of the Partnership shall mean the total assets of the Partnership, including all cash, accrued interest and the market value of all open commodity positions maintained by the Partnership less brokerage charges accrued and less all other liabilities of the Partnership determined in accordance with generally accepted accounting principles under the accrual basis of accounting. The value of a commodity futures or option contract is the unrealized gain or loss on the contract that is determined by marking it to the current settlement price for a like contract acquired on the valuation date. Physical commodities, options, forward contracts and futures contracts, when no market quote is available, will be valued at their fair market value as determined in good faith by the General Partner. U.S. Treasury securities and other interest bearing obligations will be valued at cost plus accrued interest. Interests in other commodity pools will be valued at their net asset value as determined by the pool operator, or, if the General Partner has not received such determination or believes that fairness so requires, at fair value determined by the General Partner. Net Assets equals Net Asset Value.

(2) Net Asset Value per Unit. The Net Asset Value of each Unit of Limited Partnership Interest and each Unit of General Partnership Interest shall be determined by dividing the Net Assets of the Partnership by the aggregate number of Units of Limited and General Partnership Interest outstanding.

(e) Expenses and Limitation Thereof. The Partnership's organizational expenses and the expenses of the initial private offering of the Units of Limited Partnership Interest described in Paragraph 11 hereof shall be initially paid by Smith Barney Inc. (‘‘SB’’) and reimbursed as discussed in the Memorandum. Subject to the limitations set forth below in this Paragraph 7(e), the Partnership shall be obligated to pay all liabilities incurred by it, including, without limitation, all expenses incurred in connection with its trading activities, and any advisory or other expenses. The General Partner shall bear all other operating expenses except legal, accounting, filing, data processing and reporting fees and extraordinary expenses. Appropriate reserves may be created, accrued and charged against Net Assets for contingent liabilities, if any, as of the date any such contingent liability becomes known to the General Partner.

(f) Limited Liability of Limited Partners.

(1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

(2) A Limited Partner will have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership's assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

(g) Return of Limited Partner's Capital Contribution. Except to the extent that a Limited Partner shall have the right to withdraw capital through redemption of Units of Limited Partnership Interest, no Limited Partner shall have any right to demand the return of his capital contribution or any profits added thereto, except upon dissolution and termination of the Partnership. In no event shall a Limited Partner be entitled to demand and receive property other than cash.

8.    Profit Share Allocation to the Special Limited Partner.

The Special Limited Partner shall receive a quarterly profit share (a ‘‘Profit Share’’) allocation to its capital account in the Partnership in the form of additional Units and/or partial Units the value of which shall be equal to 20% of the New Trading Profits generated by the Special Limited Partner on behalf of the Partnership as of each calendar quarter-end. The Profit Share allocation shall be made to the Special Limited Partner within twenty (20) business days following the end of the calendar quarter.

New Trading Profits with respect to a calendar quarter means the excess, if any, of Net Assets managed by the Special Limited Partner at the end of the calendar quarter over Net Assets managed by the Special Limited Partner at the end of the highest previous calendar quarter or Net Assets allocated to the Special Limited Partner at the date trading commences, whichever is higher, and as further adjusted to eliminate the effect on Net Assets resulting from new capital contributions, redemptions, reallocations or capital distributions, if any, made during the calendar quarter decreased by interest or other income not directly related to trading activity, earned on the Partnership's assets during the calendar quarter whether the assets are held separately or in margin accounts. Ongoing expenses will be attributed to the Special Limited Partner based on the Special Limited Partner's proportionate share of Net Assets. Ongoing expenses above will not include expenses of litigation not involving the activities of the Special Limited Partner on behalf of the Partnership. Ongoing expenses include offering and organizational expenses of the Partnership. Notwithstanding the above, the Profit Share allocable on September 30, 2006 shall be based on New Trading Profits earned from January 1, 2006 through September 30, 2006. Interest income earned, if any, will not be taken into account in computing New Trading Profits earned by the Special Limited Partner.

If any Profit Share allocation is made to the Special Limited Partner with respect to New Trading Profits, and the Partnership thereafter incurs a net loss for a subsequent period, the Special Limited Partner will retain the Profit Share previously allocated in respect of New Trading Profits. If Net Assets allocated to the Special Limited Partner are reduced due to net redemptions, distributions or reallocations (net of additions), there will be a corresponding proportional reduction in the related loss carryforward amount that must be recouped before the Special Limited Partner is eligible to receive another Profit Share. However, the Special Limited Partner would not be allocated any Profit Share thereafter until all of such losses were recovered and the Special Limited Partner achieved additional New Trading Profits.

If the Partnership is terminated or the Special Limited Partner is removed as advisor of the Partnership on a date other than a calendar quarter-end, the Profit Share allocation described above shall be determined and made as if such date were a calendar quarter-end.

9.    Management of the Partnership.

(a) General. The General Partner, to the exclusion of all Limited Partners, shall conduct, control and manage the business of the Partnership, including, without limitation, the investment of the funds of the Partnership. The General Partner may, but is not obliged to, delegate its rights, duties and powers hereunder, including but not limited to the duty to make trading decisions for the Partnership. The General Partner has initially selected AAA Capital Management Inc. to make trading decisions for the Partnership pursuant to an Advisory Agreement. Except as provided herein, no Partner shall be entitled to any salary, draw or other compensation from the Partnership. Each Limited Partner hereby undertakes to advise the General Partner of such additional information as may be deemed by the General Partner to be required or appropriate to open and maintain an account or accounts with commodity brokerage firms for the purpose of trading in commodity futures contracts.

Subject to Paragraph 5 hereof, the General Partner may engage in other business activities and shall not be required to refrain from any other activity nor disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner may engage and compensate on behalf of the Partnership from funds of the Partnership, such persons, firms or corporations, including any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership.

No person dealing with the General Partner shall be required to determine its authority to make any undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority.

The General Partner shall monitor the trading and performance of any trading advisor for the Partnership and shall not permit the ‘‘churning’’ of the Partnership's account. The General Partner is authorized to enter into the Customer Agreement with SB, and the Advisory Agreement with AAA Capital Management Inc., each as described in the Memorandum and to cause the Partnership to pay the fees and/or allocations described therein and to negotiate Customer and Advisory Agreements in the future on those or other terms. The General Partner may take such other actions as it deems necessary or desirable to manage the business of the Partnership, including, but not limited to, the following: opening bank accounts with state or national banks; paying, or authorizing the payment of expenses of the Partnership, such as advisory fees, legal and accounting fees, printing and reporting fees, and registration and other fees of governmental agencies; and investing or directing the investment of funds of the Partnership not being utilized as margin deposits.

The General Partner shall maintain a list of the names and addresses of, and interests owned by, all Partners, a copy of which shall be furnished to Limited Partners upon request either in person or by mail and upon payment of the cost of reproduction and mailing for a purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership, and such other books and records relating to the business of the Partnership as it deems necessary or advisable at the principal office of the Partnership. The General Partner shall retain such records for a period of not less than six years. The Limited Partners, shall be given reasonable access to the books and records of the Partnership for a purpose reasonably related to such Limited Partner's interest as a limited partner in the Partnership.

Except as provided herein and in the Memorandum, the Partnership shall not enter into any contract with any of its affiliates or with any trading advisor which has a term of more than one year. Except as provided herein and in the Memorandum: (1) no person may receive, directly or indirectly, any advisory fee for investment advice or management who shares or participates in commodity brokerage commissions or fees from transactions for the Partnership; (2) no broker may pay, directly or indirectly, rebates or give ups to any trading advisor; and (3) such prohibitions shall not be circumvented by any reciprocal business arrangements. On loans made available to the Partnership by the General Partner or any of its affiliates, the lender may not receive interest in excess of its interest costs, nor may the lender receive interest in excess of the amounts which would be charged the Partnership (without reference to the lender's financial abilities or guarantees) by unrelated banks on comparable loans for the same purpose and the lender shall not receive points or other financing charges or fees regardless of the amounts.

10.    Audits and Reports to Limited Partners.

The Partnership books and records shall be audited annually by independent accountants. The Partnership will cause each Partner to receive (i) within 90 days after the close of each fiscal year, audited financial statements, including a balance sheet and statements of income and partners' equity for the fiscal year then ended, and (ii) within 75 days after the close of each fiscal year such tax information as is necessary for him to complete his federal income tax return. In addition, within 30 days of the end of each month the Partnership will provide each Limited Partner with reports showing Net Assets and Net Asset Value per Unit of Limited and General Partnership Interest as of the end of such month, as well as information relating to the fees and other expenses incurred by the Partnership during such month. Both annual and monthly reports shall include such additional information as the Commodity Futures Trading Commission may require under the Commodity Exchange Act to be given to participants in commodity

pools such as the Partnership. The General Partner shall calculate the Net Asset Value per Unit of Partnership Interest daily and shall make such information available upon the request of a Limited Partner for a purpose reasonably related to such Limited Partner's interest as a Limited Partner in the Partnership.

In addition, if any of the following events occur, notice of such event shall be mailed to each Limited Partner within seven business days of the occurrence of the event: (i) a decrease in the Net Asset Value of a Unit of Limited Partnership Interest to $400 or less as of the end of any trading day; (ii) any change in trading advisors; (iii) any change in the General Partner; (iv) any change in commodity brokers; or (v) any material change in the Partnership's trading policies or in an advisor's trading strategies.

11.    Transfer and Redemption of Units.

(a) Initial Limited Partner. As of the day after trading commences, the Initial Limited Partner may redeem his Unit for $1,000 and withdraw from the Partnership.

(b) Transfer. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Units of Limited Partnership Interest or any part or all of his right, title and interest in the capital or profits of the Partnership without the consent of the General Partner except (i) in the case of an individual Limited Partner, disposition of Units by last will and testament or by virtue of the laws of descent and distribution and (ii) in the case of a Limited Partner that is not an individual, disposition of Units upon liquidation, dissolution or other termination of the entity that is a Limited Partner. No transfer or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer or assignment would not violate the Securities Act of 1933 or any state securities law and (ii) notwithstanding such transfer or assignment, the Partnership will continue to be classified as a Partnership under the Internal Revenue Code. No assignment, transfer or disposition permitted by this Agreement shall be effective against the Partnership or the General Partner until the first day of the quarter next succeeding the quarter in which the General Partner gives its consent, except as otherwise provided in this sub-paragraph 11(b). Any assignment, transfer or disposition by an assignee of Units of Limited Partnership Interest of his interest in the capital or profits of the Partnership shall not be effective against the Partnership or the General Partner until the first day of the quarter next succeeding the quarter in which the General Partner gives its consent. If an assignment, transfer or disposition occurs by reason of the death or by termination of a Limited Partner or assignee, written notice must be given to the General Partner by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by such proof of legal authority and valid assignment as may reasonably be requested by the General Partner. Any such assignee shall become a substituted Limited Partner only upon the consent of the General Partner (which consent may be withheld at its sole and absolute discretion), upon the execution of a Power of Attorney by such assignee appointing the General Partner as his attorney-in-fact in the form contained in Paragraph 14 hereof. The estate or any beneficiary of a deceased Limited Partner or assignee shall have no right to withdraw any capital or profits from the Partnership except by redemption of Units of Limited Partnership Interest. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of a limited partner of the Partnership. A substituted Limited Partner is also liable for the obligations of his assignor to make contributions to the Partnership, but shall not be liable for the obligations of his assignor under the Partnership Act to return distributions received by the assignor; provided, however, that a substituted Limited Partner shall not be obligated for liabilities unknown to him at the time he became a substituted Limited Partner and which could not be ascertained from this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the approval of any Limited Partner. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner except that the assignee shall be entitled to receive that share of capital or profits and shall have that right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Partnership Act, regardless of whether his assignee becomes a substituted Limited Partner. The transfer of Units of Limited Partnership Interest shall be subject to all applicable securities laws. The transferor or assignor shall bear the cost related to such transfer or assignment. Certificates representing Units of Limited Partnership Interest may bear appropriate legends to the foregoing effect.

(c) Redemption. Beginning with the first full month ending at least three months after trading commences, a Limited Partner (or any assignee thereof) may withdraw all or part of his capital contribution and undistributed profits, if any, from the Partnership in multiples of the Net Asset Value of a Unit of Limited Partnership Interest (such withdrawal being herein referred to as ‘‘redemption’’) as of the last day of a month (the ‘‘Redemption Date’’) after a request for redemption has been made to the General Partner; provided that all liabilities, contingent or otherwise, of the Partnership, except any liability to Partners on account of their capital contributions, have been paid or there remains property of the Partnership sufficient to pay them. As used herein, ‘‘request for redemption’’ shall mean a written or oral request in a form specified by the General Partner and received by the General Partner at least ten days in advance of the Redemption Date. The General Partner, in its discretion, may waive the ten day notice requirement. A form of Request for Redemption is included in the Memorandum referred to in Paragraph 11. Additional forms of Request for Redemption may be obtained by written request to the General Partner. Redemption of partial Units will be permitted at the General Partner's discretion. Upon redemption, a Limited Partner (or any assignee thereof) shall receive, per Unit of Limited Partnership Interest redeemed, an amount equal to the Net Asset Value of a Unit of Limited Partnership Interest as of the Redemption Date, less any amount owing by such Partner (and his assignee, if any) to the Partnership. If redemption is requested by an assignee, all amounts owed by the Partner to whom such Unit of Limited Partnership Interest was sold by the Partnership as well as all amounts owed by all assignees of such Unit of Limited Partnership Interest shall be deducted from the Net Asset Value of such Unit of Limited Partnership Interest upon redemption by any assignee. Payment will be made within 10 business days after the Redemption Date. The General Partner may temporarily suspend redemptions if necessary in order to liquidate commodity positions in an orderly manner and may permit less frequent redemptions if it has received an opinion from counsel that such action is advisable to prevent the Partnership from being considered a publicly traded partnership by the Internal Revenue Service.

The General Partner may, at its sole discretion and upon notice to the Limited Partners, declare a special Redemption Date on which date Limited Partners may redeem their Units at Net Asset Value per Unit, provided that the Limited Partners submit requests for redemption in a form acceptable to the General Partner.

The General Partner may require that any Limited Partner redeem his Units on 10 days' notice to the Limited Partner if, in the sole discretion of the General Partner, it is in the best interests of the Partnership to require such redemption.

12.    Private Placement of Units of Limited Partnership Interest.

The General Partner on behalf of the Partnership shall (i) cause to be filed a Private Placement Offering Memorandum and Disclosure Document, and such amendments thereto as the General Partner deems advisable, with the United States Commodity Futures Trading Commission for private placement of the Units of Limited Partnership Interest, and (ii) qualify the Units of Limited Partnership Interest for sale under the securities laws of such States of the United States as the General Partner shall deem advisable. The General Partner may make such other arrangements for the sale of the Units of Limited Partnership Interest as it deems appropriate including, without limitation, the execution on behalf of the Partnership of an agency agreement with SB as an agent of the Partnership for the offer and sale of the Units as contemplated in the Memorandum.

13.    Admission of Additional Partners.

After the Private Placement of the Units of Limited Partnership Interest has been terminated by the General Partner, no additional General Partner will be admitted to the Partnership except as described in Paragraph 18(c). The General Partner may take such actions as may be necessary or appropriate at any time to offer new Units or partial Units and to admit new or substituted Limited Partners to the Partnership. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

14.    Special Power of Attorney.

Each Limited Partner does irrevocably constitute and appoint the General Partner, and each other person or entity that shall after the date of this Agreement become a general partner of the Partnership,

with the power of substitution, as his true and lawful attorney-in-fact, in his name, place and stead, to execute, acknowledge, swear to, file and record in his behalf in the appropriate public offices and publish (i) this Agreement and a Certificate of Limited Partnership, including amendments and/or restatements thereto; (ii) all instruments which the General Partner deems necessary or appropriate to reflect any amendment, change or modification of the Partnership in accordance with the terms of this Agreement, including any instruments necessary to dissolve the Partnership; (iii) Certificates of Assumed Name; and (iv) Customer Agreements with SB or other commodity brokerage firms. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest and shall survive and not be affected by the subsequent incapacity, disability or death of a Limited Partner. Each Limited Partner hereby agrees to be bound by any representation made by the General Partner and by any successor thereto, acting in good faith pursuant to such Power of Attorney and each Limited Partner hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner and any successor thereto, taken in good faith under such Power of Attorney. In the event of any conflict between this Agreement and any instruments filed by such attorney pursuant to the Power of Attorney granted in this Paragraph, this Agreement shall control.

15.    Withdrawal of a Partner.

The Partnership shall be dissolved and its affairs wound up upon the assignment by the General Partner of all of its interest in the Partnership, withdrawal, removal, bankruptcy, or any other event that causes the General Partner to cease to be a general partner under the Partnership Act (unless the Partnership is continued pursuant to Paragraph 18). The General Partner shall not withdraw from the Partnership without giving the Limited Partners ninety (90) days' prior written notice. The death, incompetency, withdrawal, insolvency or dissolution of a Limited Partner shall not (in and of itself) dissolve the Partnership, and such Limited Partner, his estate, custodian or personal representative shall have no right to withdraw or value such Limited Partner's interest in the Partnership except as provided in Paragraph 11 hereof. Each Limited Partner (and any assignee of such Partner's interest) expressly agrees that, in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive, the furnishing of any inventory, accounting, or appraisal of the assets of the Partnership and any right to an audit or examination of the books of the Partnership; provided, however, that this waiver in no way limits the rights of the Limited Partners or their representatives to have access to the Partnership's books and records as described in Paragraph 9 hereof.

16.    No Personal Liability for Return of Capital.

The General Partner, subject to Paragraph 17 hereof, shall not be personally liable for the return or repayment of all or any portion of the capital or profits of any Partner (or assignee), it being expressly agreed that any such return of capital or profits made pursuant to this Agreement shall be made solely from the assets (which shall not include any right of contribution from the General Partner) of the Partnership.

17.    Indemnification.

(a) The General Partner and its Affiliates shall have no liability to the Partnership or to any Partner for any loss suffered by the Partnership which arises out of any action or inaction of the General Partner or its Affiliates if the General Partner or its Affiliates in good faith determined that such course of conduct was in the best interest of the Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its Affiliates. To the fullest extent permitted by law, the General Partner and its Affiliates shall be indemnified by the Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with the Partnership, provided that the same were not the result of negligence or misconduct on the part of the General Partner or its Affiliates.

(b) Notwithstanding (a) above, the General Partner and its Affiliates shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws in connection with the offer or sale of Units.

(c) The Partnership shall not incur the cost of that portion of any insurance which insures any party against any liability the indemnification of which is herein prohibited.

(d) For purposes of this Paragraph 16, the term ‘‘Affiliates’’ shall mean any person performing services on behalf of the Partnership and acting within the scope of the General Partner's authority as set forth in this Agreement who: (1) directly or indirectly controls, is controlled by, or is under common control with the General Partner; or (2) owns or controls 10% or more of the outstanding voting securities of the General Partner; or (3) is an officer or director of the General Partner.

(e) The provision of advances from Partnership funds to the General Partner and its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the General Partner by a Limited Partner of the Partnership is prohibited.

(f) Any indemnification under subparagraph (a) above, unless ordered by a court, shall be made by the Partnership only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that indemnification of the General Partner or its Affiliates is proper in the circumstances because it has met the applicable standard of conduct set forth in subparagraph (a) above.

18.    Amendments; Meetings.

(a) Amendments with Consent of the General Partner. If at any time during the term of the Partnership the General Partner shall deem it necessary or desirable to amend this Agreement (including the Partnership's basic investment policies set forth in paragraph 3(b) hereof), such amendment shall be effective only if approved in writing by the General Partner and, except as specified in this sub-section (a), by Limited Partners owning more than 50% of the Units of Limited Partnership Interest then outstanding and if made in accordance with the Partnership Act. Any such supplemental or amendatory agreement shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in and formed a part of this Agreement.

The General Partner may amend this Limited Partnership Agreement without the consent of the Limited Partners in order (i) to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Limited Partnership Agreement and the Memorandum); (ii) to delete or add any provision of or to the Limited Partnership Agreement required to be deleted or added by the staff of any federal or state agency; or (iii) to make any amendment to the Limited Partnership Agreement which the General Partner deems advisable (including but not limited to amendments necessary to effect the allocations proposed herein) provided that such amendment is not adverse to the Limited Partners, or is required by law.

The General Partner may, however, change the trading policies in paragraph 3(b) of this Agreement without the approval of the Limited Partners when such change is deemed to be in the best interests of the Partnership. In addition, if the General Partner determines to offer Units to the public in the future, the General Partner may amend this Agreement as necessary to effect such public offering without obtaining the consent of the Limited Partners, provided, however, that such amendments are deemed to be in the best interests of the Limited Partners. Amendments that are consistent with the North American Securities Administrators Association's Guidelines for the Registration of Commodity Pools will be presumed to be in the best interests of the Limited Partners.

(b) Meetings. Upon receipt of a written request, signed by Limited Partners owning at least 10% of the Units of Limited Partnership Interest then outstanding, that a meeting of the Partnership be called to vote upon any matter which the Limited Partners may vote upon pursuant to this Agreement, the General Partner shall, by written notice to each Limited Partner of record mailed within fifteen (15) days after receipt of such request, call a meeting of the Partnership. Such meeting shall be held at least thirty (30) but not more than sixty (60) days after the mailing of such notice, and such notice shall specify the date, a reasonable place and time, and the purpose of such meeting.

(c) Amendments and Actions without Consent of the General Partner. At any meeting called pursuant to Paragraph 18(b), upon the approval by an affirmative vote (which may be in person or by proxy) of Limited Partners owning more than 50% of the outstanding Units of Limited Partnership Interest, the following actions may be taken: (i) this Agreement may be amended in accordance with and

only to the extent permissible under the Partnership Act; (ii) the Partnership may be dissolved; (iii) the General Partner may be removed and a new general partner may be admitted immediately prior to the removal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (iv) if the General Partner elects to withdraw from the Partnership, a new general partner or general partners may be admitted immediately prior to the withdrawal of the General Partner provided that the new general partner of the Partnership shall continue the business of the Partnership without dissolution; (v) any contracts with the General Partner, any of its Affiliates or any commodity trading advisor to the Partnership may be terminated on sixty days' notice without penalty; and (vi) the sale of all of the assets of the Partnership may be approved; provided, however, that no such action may be taken unless the Partnership has been furnished with an opinion of counsel that the action to be taken will not adversely affect the liability of the Limited Partners and that the action is permitted by the Partnership Act.

(d) Continuation. Upon the assignment by the General Partner of all of its interest in the Partnership, the withdrawal, removal, bankruptcy or any other event that causes the General Partner to cease to be a general partner under the Partnership Act, the Partnership is not dissolved and is not required to be wound up by reason of such event if, (i) there is a remaining general partner who continues the business of the Partnership or (ii) within ninety (90) days after such event, all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of a successor General Partner.

19.    Governing Law.

The validity and construction of this Agreement shall be determined and governed by the laws of the State of New York.

20.    Miscellaneous.

(a) Priority among Limited Partners. With the exception of the Profit Share allocation to the Special Limited Partner, no Limited Partner shall be entitled to any priority or preference over any other Limited Partner with regard to the return of contributions of capital or to the distribution of any profits or otherwise in the affairs of the Partnership.

(b) Notices. All notices under this Agreement, other than reports by the General Partner to the Limited Partners, shall be in writing and shall be effective upon personal delivery, or, if sent by registered or certified mail, postage prepaid, addressed to the last known address of the party to whom such notice is to be given, upon the deposit of such notice in the United States mail. Reports by the General Partner to the Limited Partners shall be in writing and shall be sent by first class mail to the last known address of each Limited Partner.

(c) Binding Effect. This Agreement shall inure to and be binding upon all of the parties, their successors, permitted assigns, custodians, estates, heirs and personal representatives. For purposes of determining the rights of any Partner or assignee hereunder, the Partnership and the General Partner may rely upon the Partnership records as to who are Partners and assignees and all Partners and assignees agree that their rights shall be determined and that they shall be bound thereby, including all rights which they may have under Paragraph 17 hereof.

(d) Captions. Captions in no way define, limit, extend or describe the scope of this Agreement nor the effect of any of its provisions.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day first mentioned above.

General Partner:						Initial Limited Partner:
Citigroup Managed Futures LLC
By:			/s/ David J. Vogel			/s/ David J. Vogel
			David J. Vogel President and Director			David J. Vogel

Special Limited Partner:
AAA Capital Management Advisors, Ltd.
By:			/s/ A. Anthony Annunziato
			A. Anthony Annunziato President

Limited Partners:

All Limited Partners now and hereafter admitted as limited partners of the Partnership pursuant to powers of attorney now and hereafter executed in favor of and delivered to the General Partner.

By: CITIGROUP MANAGED FUTURES, LLC.
ATTORNEY-IN-FACT
By:			/s/ David J. Vogel
			David J. Vogel President and Director

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David J. Vogel, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Smith Barney AAA Energy Fund L.P. (the ‘‘registrant’’);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	Date: November 14, 2006

			/s/ David J. Vogel
			David J. Vogel Citigroup Managed Futures LLC President and Director

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Jennifer Magro, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Smith Barney AAA Energy Fund L.P. (the ‘‘registrant’’);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 14, 2006

			/s/ Jennifer Magro
			Jennifer Magro Citigroup Managed Futures LLC Chief Financial Officer and Director

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Smith Barney AAA Energy Fund L.P. (the ‘‘Partnership’’) on Form 10-Q for the period ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), I, David J. Vogel, President and Director of Citigroup Managed Futures LLC, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ David J. Vogel
David J. Vogel Citigroup Managed Futures LLC President and Director

Date: November 14, 2006

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Smith Barney AAA Energy Fund L.P. (the ‘‘Partnership’’) on Form 10-Q for the period ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), I, Jennifer Magro, Chief Financial Officer and Director of Citigroup Managed Futures LLC, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Partnership.

/s/ Jennifer Magro
Jennifer Magro Citigroup Managed Futures LLC Chief Financial Officer and Director

Date: November 14, 2006