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 March 31, 2007

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

As of April 30, 2007, 36,984.8718 Limited Partnership Redeemable Units were outstanding.

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 March 31, 2007 and December 31, 2006 (unaudited)			3
			Statements of Income and Expenses and Partners’ Capital for the three months ended March 31, 2007 and 2006 (unaudited)			4
			Statements of Cash Flows for the three months ended March 31, 2007 and 2006 (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

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PART I

Item 1. Financial Statements

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

			March 31, 2007						December 31, 2006
Assets:
Investment in Master, at fair value				$	247,940,981					$	259,657,416
Cash					21,771						30,985
				$	247,962,752					$	259,688,401
Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Brokerage commissions				$	854,268					$	929,577
Management fees					411,761						431,197
Other expenses					51,998						40,700
Redemptions payable					1,710,124						1,227,784
					3,028,151						2,629,258
Partners’ Capital:
General Partner, 830.6049 and 913.9790 Unit equivalents outstanding in 2007 and 2006, respectively					5,295,463						5,852,546
Special Limited Partner, 918.0774 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006					5,853,138						5,878,789
Limited Partners, 36,669.8345 and 38,312.2887 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively					233,786,000						245,327,808
					244,934,601						257,059,143
				$	247,962,752					$	259,688,401

See accompanying Notes to Financial Statements.

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

			Three Months Ended March 31,
			2007						2006
Income:
Realized gains (losses) on closed positions allocated from Master				$	(4,735,530	)				$	112,634,224
Change in unrealized gains (losses) on open positions allocated from Master					3,549,419						(45,023,512	)
Interest income allocated from Master					2,044,839						2,427,792
Expenses allocated from Master					(241,179	)					(307,428	)
					617,549						69,731,076
Expenses:
Brokerage commissions					795,473						1,767,016
Management fees					1,230,100						1,608,114
Other expenses					32,766						40,034
					2,058,339						3,415,164
Net income (loss) before allocation to the Special Limited Partner					(1,440,790	)					66,315,912
Allocation to the Special Limited Partner					—						(12,777,624	)
Net income (loss) after allocation to the Special Limited Partner					(1,440,790	)					53,538,288
Redemptions — Limited Partners					(10,152,206	)					(20,145,026	)
Redemptions — General Partner					(531,546	)					—
Net increase (decrease) in Partners’ Capital					(12,124,542	)					33,393,262
Partners’ Capital, beginning of period					257,059,143						276,227,999
Partners’ Capital, end of period				$	244,934,601					$	309,621,261
Net Asset Value per Redeemable Unit (38,418.5168 and 48,492.6607 Units outstanding at March 31, 2007 and 2006, respectively)				$	6,375.43					$	6,384.91
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent				$	(27.94	)				$	1,046.52

See accompanying Notes to Financial Statements.

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

			Three Months Ended March 31,
			2007						2006
Cash flows from operating activities:
Net income (loss)				$	(1,440,790	)				$	53,538,288
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					(1,941,293	)					(33,174,062	)
Proceeds from sale of investment in Master					14,275,277						77,041,459
Net unrealized (appreciation) depreciation on investment in Master					(617,549	)					(69,731,076	)
Accrued expenses:
Increase (decrease) in brokerage commissions					(75,309	)					1,168,416
Increase (decrease) in management fees					(19,436	)					31,268
Increase (decrease) in other expenses					11,298						40,034
Increase (decrease) in due to Special Limited Partner					—						12,777,624
Net cash provided by (used in) operating activities					10,192,198						41,691,951
Cash flows from financing activities:
Payments for redemptions — Limited Partners					(9,669,866	)					(41,660,400	)
Payments for redemptions — General Partner					(531,546	)					—
Net cash provided by (used in) financing activities					(10,201,412	)					(41,660,400	)
Net change in cash					(9,214	)					31,551
Cash, at beginning of period					30,985						65,973
Cash, at end of period				$	21,771					$	97,524

See accompanying Notes to Financial Statements.

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007
(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 options and commodity futures contracts on United States exchanges and certain foreign exchanges. The Partnership may trade commodity futures and options contracts of any kind. 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.

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

On 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 appreciation of $7,323,329). The Master was formed in order to permit commodity pools managed then or in the future 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. In addition, the Advisor is a Special Limited Partner of the Partnership. The General Partner and the Advisor believe that trading through this master/feeder structure should promote efficiency and economy in the trading process. Expenses to investors as a result of th e investment in the Master are approximately the same and redemption rights are not affected. The Master’s commodity broker is CGM and its managing member is CMF. The Master may trade commodity futures and options contracts of any kind, but trades solely energy, energy-related products and grains. 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 March 31, 2007, the Partnership owned approximately 25.6% of the Master. At December 31, 2006, the Partnership owned 26.1%, 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.

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 March 31, 2007 and December 31, 2006 and the results of its operations and cash flows for the three months ended March 31, 2007 and 2006. 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, 2006.

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.

Certain prior period amounts have been reclassified to conform to current period presentation.

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007
(Unaudited)

The Master’s Statements of financial condition and condensed schedules of investments as of March 31, 2007 and December 31, 2006 and statements of income and expenses and members’ capital and statements of cash flows for the three months ended March 31, 2007 and 2006 are presented below:

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

			March 31, 2007						December 31, 2006
Assets:
Equity in commodity futures trading account:
Cash (restricted $4,720,046 and $56,785,893, respectively)				$	740,448,251					$	804,915,355
Net unrealized appreciation on open futures positions					43,897,264						61,090,392
Unrealized appreciation on open swaps contracts					94,137,663						76,254,264
Commodity options owned, at fair value (cost $271,326,062 and $232,233,555, respectively)					272,156,550						183,062,505
					1,150,639,728						1,125,322,516
Due from brokers					2,160,889						12,531,328
Interest receivable					2,803,990						2,855,447
				$	1,155,604,607					$	1,140,709,291
Liabilities and Members’ Capital:
Liabilities:
Unrealized depreciation on open swap contracts				$	34,014,036					$	30,027,854
Commodity options written, at fair value (premium $174,457,296 and $155,302,445, respectively)					152,556,932						101,015,772
Accrued expenses:
Professional fees					149,209						55,659
Due to brokers					890,856						13,415,760
Distribution payable					2,782,803						2,834,347
					190,393,836						147,349,392
Members’ Capital:
Members’ Capital, 202,132.2593 and 207,146.0645 Units outstanding in 2007 and 2006, respectively					965,210,771						993,359,899
				$	1,155,604,607					$	1,140,709,291

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007
(Unaudited)

SB AAA Master Fund LLC
Condensed Schedule of Investments
March 31, 2007
(Unaudited)

			Number of Contracts						Fair Value						% of Members’ Capital
Futures Contracts Purchased
Energy										$	94,695,610						9.81	%
Grains											(854,369	)					(0.09	)
Total Futures Contracts Purchased											93,841,241						9.72
Futures Contracts Sold
Energy											(49,943,977	)					(5.17	)
Options Owned
Energy
NYMEX Natural Gas May 07 - Oct 10					9,106						104,590,776						10.84
Other											167,565,774						17.36
Total options owned											272,156,550						28.20
Options Written
Energy
NYMEX Natural Gas May 07 - Mar 08					9,159						(50,249,310	)					(5.21	)
Other											(101,634,497	)					(10.53	)
Grains											(673,125	)					(0.07	)
Total options written											(152,556,932	)					(15.81	)
Unrealized Appreciation on Swap Contracts
Energy											94,137,663						9.75
Unrealized Depreciation on Swap Contracts
Energy											(34,014,036	)					(3.52	)
Total Fair Value										$	223,620,509						23.17	%

Percentages are based on Members’ Capital unless otherwise indicated.

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007
(Unaudited)

SB AAA Master Fund LLC
Condensed Schedule of Investments
December 31, 2006
(Unaudited)

			Number of Contracts						Fair Value						% of Members’ Capital
Futures Contracts Purchased
Energy										$	(57,211,717	)					(5.76	)%
Futures Contracts Sold
Energy
IPE Gas Oil Jan 07 - Dec 07					11,340						65,911,521						6.64
Other											52,390,588						5.27
Total futures contracts sold											118,302,109						11.91
Options Owned
Energy
NYMEX Natural Gas Mar 07 - Oct 10					6,366						57,774,894						5.82
Other											125,287,611						12.61
Total options owned											183,062,505						18.43
Options Written
Energy											(99,225,259	)					(9.99	)
Grains											(1,790,513	)					(0.18	)
Total options written											(101,015,772	)					(10.17	)
Unrealized Appreciation on Swap Contracts
Energy											76,254,264						7.67
Unrealized Depreciation on Swap Contracts
Energy											(30,027,854	)					(3.02	)
Total Fair Value										$	189,363,535						19.06	%

Percentages are based on Members’ Capital unless otherwise indicated.

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007

(Unaudited)

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

			Three Months Ended March 31,
			2007						2006
Income:
Net gains (losses) on trading of commodity interests:
Realized gains (losses) on closed positions				$	(18,548,410	)				$	378,831,347
Change in unrealized gains (losses) on open positions					14,319,318						(152,182,141	)
					(4,229,092	)					226,649,206
Interest income					8,232,510						8,340,139
					4,003,418						234,989,345
Expenses:
Brokerage commissions including clearing fees of $547,123 and $534,660, respectively					830,854						925,949
Professional fees					103,750						106,500
					934,604						1,032,449
Net income					3,068,814						233,956,896
Additions					49,003,033						138,178,694
Redemptions					(72,049,800	)					(195,528,305	)
Distribution of interest to feeder funds					(8,171,175	)					(8,294,502	)
Net increase (decrease) in Members’ Capital					(28,149,128	)					168,312,783
Members’ Capital, beginning of period					993,359,899						954,082,152
Members’ Capital, end of period				$	965,210,771					$	1,122,394,935
Net Asset Value per Unit (202,132.2593 and 232,919.5565 Units outstanding at March 31, 2007 and 2006, respectively)				$	4,775.14					$	4,818.81
Net income per Unit of Members Interest				$	19.68					$	987.86

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007

(Unaudited)

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

			Three Months Ended March 31,
			2007						2006
Cash flows from operating activities:
Net income				$	3,068,814					$	233,956,896
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash					52,065,847						(149,543,622	)
(Increase) decrease in net unrealized
appreciation on open futures positions					17,193,128						49,485,868
(Increase) decrease in unrealized appreciation on open swaps contracts					(17,883,399	)					(38,910,426	)
(Increase) decrease in commodity options owned at fair value					(89,094,045	)					108,811,234
(Increase) decrease in due from brokers					10,370,439						970,416
(Increase) decrease in interest receivable					51,457						(1,577,158	)
Increase (decrease) in unrealized depreciation on open swap contracts					3,986,182						14,095,811
Increase (decrease) in commodity options written, at fair value					51,541,160						24,508,551
Accrued expenses:
Increase (decrease) in brokerage commissions					—						(3,198,816	)
Increase (decrease) in professional fees					93,550						106,500
Increase (decrease) in due to brokers					(12,524,904	)					433,656
Net cash provided by (used in) operating activities					18,868,229						239,138,910
Cash flows from financing activities:
Proceeds from additions					49,003,033						138,178,694
Payments for redemptions					(72,049,800	)					(195,528,305	)
Distribution of interest income to feeder funds					(8,222,719	)					(6,718,708	)
Net cash provided by (used in) financing activities					(31,269,486	)					(64,068,319	)
Net change in unrestricted cash					(12,401,257	)					175,070,591
Unrestricted cash, at beginning of period					748,129,462						553,748,714
Unrestricted cash, at end of period				$	735,728,205					$	728,819,305

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007

(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit for the three months ended March 31, 2007 and 2006 were as follows:

			Three Months Ended March 31,
			2007						2006
Net realized and unrealized gains (losses)*				$	(47.12	)				$	1,281.50
Interest income					51.96						47.65
Expenses and allocation to Special Limited Partner**					(32.78	)					(282.63	)
Increase (decrease) for the period					(27.94	)					1,046.52
Net Asset Value per Redeemable Unit, beginning of period					6,403.37						5,338.39
Net Asset Value per Redeemable Unit, end of period				$	6,375.43					$	6,384.91
*Includes Partnership commissions and expenses allocated from the Master.
**Excludes Partnership commissions, expenses allocated from the Master and includes allocation to Special Limited Partner in 2006.

Ratios to average net assets:***
Net investment loss before allocation to Special Limited Partner****					(0.4	)%					(0.9	)%
Operating expense					3.7	%					4.2	%
Allocation to Special Limited Partner					—	%					4.3	%
Total expenses					3.7	%					8.5	%
Total return:
Total return before allocation to Special Limited Partner					(0.4	)%					24.5	%
Allocation to Special Limited Partner					—	%					(4.9	)%
Total return after allocation to Special Limited Partner					(0.4	)%					19.6	%

*** Annualized (except for allocation to Special Limited Partner, if applicable)

**** Interest income allocated from Master less total expenses (exclusive of allocation to Special Limited Partner, if applicable)

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

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007

(Unaudited)

Financial Highlights of the Master continued:

			Three Months Ended March 31,
			2007						2006
Net realized and unrealized gains (losses)*				$	(20.10	)				$	953.02
Interest income					40.30						35.29
Expenses**					(0.52	)					(0.45	)
Increase for the period					19.68						987.86
Distributions					(40.00	)					(35.09	)
Net Asset Value per Unit of Member Interest, beginning of period					4,795.46						3,866.04
Net Asset Value per Unit of Member Interest, end of period				$	4,775.14					$	4,818.81

* Includes brokerage commissions

** Excludes brokerage commissions

Ratios to average net assets:***
Net investment gain****					3.1	%					2.8	%
Operating expense					0.4	%					0.4	%
Total return					0.4	%					25.6	%

*** Annualized

**** Interest income less total expenses

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

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007
(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 substantially all 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 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 three and twelve months ended March 31, 2007 and December 31, 2006, based on a monthly calculation, were $186,893,945 and $206,505,875, respectively. The fair values of these commodity interests, including options and swaps thereon, if applicable, at March 31, 2007 and December 31, 2006 were $223,620,509 and $189,363,535, 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 other measures of fair value deemed appropriate 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 con tracting parties and include forwards, swaps and certain options. Specific market movements of the commodities or futures contracts underlying an option cannot accurately be predicted. The purchaser of an option may lose the entire premium paid for the option. The writer, or seller, of an option has unlimited risk. 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 the sole counterparty or broker with respect to the Master’s assets is CGM.

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
March 31, 2007
(Unaudited)

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 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 March 31, 2007. However, due to the nature of the Partnership’s/Master’s business, these instruments may not be held to maturity.

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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 first quarter of 2007.

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 and redemptions of Redeemable Units and distributions of profits, if any.

For the three months ended March 31, 2007, Partnership capital decreased 4.7% from $257,059,143 to $244,934,601. This decrease was attributable to net loss from operations of $1,440,790, coupled with the redemptions of 1,725.8283 Redeemable Units resulting in an outflow of $10,683,752. 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, redemptions of Units and distributions of profits, if any.

For the three months ended March 31, 2007, the Master’s capital decreased 2.8% from $993,359,899 to $965,210,771. This decrease was attributable to the redemptions of 15,365.4223 Redeemable Units totaling $72,049,800 and distributions of interest totaling $8,171,175 to the non-managing members of the Master, which was partially offset by net income from operations of $3,068,814, coupled with the addition of 10,351.6171 Redeemable Units totaling $49,003,033. 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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

All commodity interests (including derivative financial instruments and derivative commodity instruments) held by the Master 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 curren cies are recognized in the period in which the contract is closed or the changes occur and are included in net realized and unrealized gains (losses) on trading of commodity interests.

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

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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 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.

On July 13, 2006, the FASB released FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (FIN 48). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Partnership has adopted FIN 48 and management has determined that the application of this standard will not impact the financial statements.

Results of Operations

During the Partnership’s first quarter of 2007, the Net Asset Value per Redeemable Unit decreased 0.4% from $6,403.37 to $6,375.43 as compared to an increase of 19.6% in the first quarter of 2006. The Partnership experienced a net trading loss (comprised of realized gains (losses) on closed positions allocated from the Master and change in unrealized gains (losses) on open positions allocated from the Master) before brokerage commissions and related fees in the first quarter of 2007 of $1,186,111. Losses were primarily attributable to the Master’s trading of commodity futures in NYMEX Crude Oil, NYMEX Natural Gas, NYMEX Gasoline and NYMEX Energy Swaps and were partially offset by gains in IPE Brent Crude Oil, IPE Gas Oil, NYMEX Heating Oil, NYMEX Unleaded Gas, corn and OTC Energy Swaps. The Partnership experienced a net trading gain before brokerage commissions and related fees in the first quarter of 2006 of $67,610,712. Gains were primarily attribu table to the Master’s trading of commodity futures in NYMEX Crude Oil, NYMEX Natural Gas, NYMEX Unleaded Gas, IPE Gas Oil, NYMEX energy swaps, NYMEX Heating Oil and were partially offset by losses in NYMEX Gasoline.

Losses were accumulated in January as prices in the petroleum complex unexpectedly fell due to exceptionally mild winter weather across most major U.S. population centers. Partially offsetting losses were gains earned in trading refined products as prices rallied as fundamentals remain supportive. Losses were realized in natural gas as prices unexpectedly rallied in January.

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.

Brokerage commissions are based on the number of trades executed by the Advisor and the Partnership’s ownership percentage. Brokerage commissions and fees for the three months ended March 31, 2007 decreased by $971,543, as compared to the corresponding period in 2006. The decrease in commissions and fees is primarily due to a decrease in the number of trades during the three months ended March 31, 2007 as compared to the corresponding periods in 2006.

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

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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 shares of 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 months ended March 31, 2007 decreased by $382,953, as compared to the corresponding period in 2006. The decrease in interest income is primarily due to lower average net assets during the three months ended March 31, 2007 as compared to 2006.

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 months ended March 31, 2007 decreased by $378,014, as compared to the corresponding period in 2006. The decrease in management fees is due to lower average net assets during the three months ended March 31, 2007 as compared to 2006.

Special Limited Partner profit share allocations (incentive fees) are based on the new trading profits generated by the Advisor at the end of the quarter, as defined in the advisory agreement between the Partnership, the General Partner and the Advisor. The profit share allocation accrued for the three months ended March 31, 2007 and 2006 was $0 and $12,777,624, respectively.

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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 the Master are acquired for speculative trading purposes, and all or substantially all of the Partnership’s capital are subject to the risk of trading loss through its investment in the Master. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Master’s and the Partnership’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 and the Partnership’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 results among 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 March 31, 2007 and the highest, lowest and average value during the three months ended March 31, 2007. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of March 31, 2007, the Master’s total capitalization was $965,210,771. 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, 2006.

March 31, 2007
(Unaudited)

															Three Months Ended March 31, 2007
Market Sector			Value at Risk						% of Total Capitalization						High Value at Risk						Low Value at Risk						Average Value at Risk*
Energy				$	76,713,986						7.95	%				$	128,567,435					$	68,836,939					$	73,994,953
Energy Swaps					4,720,046						0.49	%					4,720,046						4,720,046						4,720,046
Grains					488,373						0.05	%					703,281						203,886						395,247
Total				$	81,922,405						8.49	%

* Average monthly Values at Risk

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Item 4.    Controls and Procedures

The General Partner, 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 Securities Exchange Act of 1934, as amended) 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 controls 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.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

There are no material changes supplementing or amending the 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, 2006.

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, 2006.

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

January 1, 2007 – January 31, 2007

941.0636

$6,102.65

N/A

N/A

February 1, 2007 – February 28, 2007

516.5281

$6,254.54

N/A

N/A

March 1, 2007 – March 31, 2007

268.2366

$6,375.43

N/A

N/A

1,725.8283

$6,244.21

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 – None

Item 5.    Other Information – None

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, 2006.

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).

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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/ Jerry Pascucci
			Jerry Pascucci President and Director
Date:			May 14, 2007
By:			/s/ Jennifer Magro
			Jennifer Magro Chief Financial Officer and Director
Date:			May 14, 2007

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Jerry Pascucci, 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: May 14, 2007

			/s/ Jerry Pascucci
			Jerry Pascucci 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: May 14, 2007

			/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 March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the ‘‘Report’’), I, Jerry Pascucci, 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/ Jerry Pascucci
Jerry Pascucci Citigroup Managed Futures LLC President and Director

May 14, 2007

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 March 31, 2007 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

May 14, 2007