10-Q 1 file1.htm FORM 10-Q Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended June 30, 2007

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to                             

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 of principal executive offices) (Zip Code)

(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 and large 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 July 31, 2007, 35,969.0059 Limited Partnership Redeemable Units were outstanding.



Table of Contents

Smith Barney AAA Energy Fund L.P.

Form 10-Q

Index


2



Table of Contents

PART I

Item 1. Financial Statements

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


  June 30,
2007		 December 31,
2006
Assets:    
Investment in Master, at fair value $ 262,612,784 $ 259,657,416
Cash 12,460 30,985
  $ 262,625,244 $ 259,688,401
Liabilities and Partners’ Capital:    
Liabilities:    
Accrued expenses:    
Brokerage commissions $ 1,052,286 $ 929,577
Management fees 435,883 431,197
Other expenses 42,942 40,700
Redemptions payable 1,608,815 1,227,784
  3,139,926 2,629,258
Partners’ Capital:    
General Partner, 830.6049 and 913.9790 Unit equivalents outstanding in 2007 and 2006, respectively 5,689,129 5,852,546
Special Limited Partner, 1,395.1713 and 918.0774 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively 9,556,058 5,878,789
Limited Partners, 35,658.7033 and 38,312.2887 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively 244,240,131 245,327,808
  259,485,318 257,059,143
  $ 262,625,244 $ 259,688,401

See accompanying notes to financial statements.

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Table of Contents

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


  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2007 2006 2007 2006
Income:        
Realized gains on closed positions allocated from Master $ 16,766,973 $ 48,099,858 $ 12,031,443 $ 160,734,082
Change in unrealized gains (losses) on open positions allocated from Master 5,023,307 (32,722,933 )  8,572,726 (77,746,445 ) 
Interest income allocated from Master 1,890,893 2,838,338 3,935,732 5,266,130
Expenses allocated from Master (224,441 )  (371,067 )  (465,620 )  (678,495 ) 
  23,456,732 17,844,196 24,074,281 87,575,272
         
Expenses:        
Brokerage commissions 837,313 954,187 1,632,786 2,721,203
Management fees 1,290,572 1,670,450 2,520,672 3,278,564
Other expenses 32,934 40,034 65,700 80,068
  2,160,819 2,664,671 4,219,158 6,079,835
Net income before allocation to the Special Limited Partner 21,295,913 15,179,525 19,855,123 81,495,437
Allocation to the Special Limited Partner (3,267,798 )  (2,468,238 )  (3,267,798 )  (15,245,862 ) 
Net income after allocation to the Special Limited Partner 18,028,115 12,711,287 16,587,325 66,249,575
Additions — Special Limited Partner 3,267,798 — 3,267,798 —
Redemptions — Limited Partners (6,745,196 )  (28,366,051 )  (16,897,402 )  (48,511,077 ) 
Redemptions — General Partner — — (531,546 )  —
Net increase (decrease) in Partners’ Capital 14,550,717 (15,654,764 )  2,426,175 17,738,498
Partners’ Capital, beginning of period 244,934,601 309,621,261 257,059,143 276,227,999
Partners’ Capital, end of period $ 259,485,318 $ 293,966,497 $ 259,485,318 $ 293,966,497
Net Asset Value per Redeemable Unit (37,884.4795 and 44,164.9528 Units outstanding at June 30, 2007 and 2006, respectively) $ 6,849.38 $ 6,656.10 $ 6,849.38 $ 6,656.10
Net income per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent $ 473.95 $ 271.19 $ 446.01 $ 1,317.71

See accompanying notes to financial statements.

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Table of Contents

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


  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2007 2006 2007 2006
Cash flows from operating activities:        
Net income $ 18,028,115 $ 12,711,287 $ 16,587,325 $ 66,249,575
Adjustments to reconcile net income 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 8,784,929 34,160,413 23,060,206 111,201,872
Net unrealized (appreciation) depreciation on investment in Master (23,456,732 )  (17,844,196 )  (24,074,281 )  (87,575,272 ) 
Accrued expenses:        
Increase (decrease) in brokerage commissions 198,018 (10,403 )  122,709 1,158,013
Increase (decrease) in management fees 24,122 (27,176 )  4,686 4,092
Increase (decrease) in other expenses (9,056 )  (30,037 )  2,242 9,997
Increase (decrease) in due to Special Limited Partner — 2,468,238 — 15,245,862
Net cash provided by (used in) operating activities 3,569,396 31,428,126 13,761,594 73,120,077
Cash flows from financing activities:        
Allocation of units — Special Limited Partner 3,267,798 — 3,267,798 —
Payments for redemptions — Limited Partners (6,846,505 )  (31,458,162 )  (16,516,371 )  (73,118,562 ) 
Payments for redemptions — General Partner — — (531,546 )  —
Net cash provided by (used in) financing activities (3,578,707 )  (31,458,162 )  (13,780,119 )  (73,118,562 ) 
Net change in cash (9,311 )  (30,036 )  (18,525 )  1,515
Cash, at beginning of period 21,771 97,524 30,985 65,973
Cash, at end of period $ 12,460 $ 67,488 $ 12,460 $ 67,488

See accompanying notes to financial statements.

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
June 30, 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 of Limited Partnership Interest (‘‘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’’). The Partnership purchased 128,539.1485 Units of the Master with a fair value of $128,539,149. 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 the 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 June 30, 2007, the Partnership owned approximately 25.3% of the Master. On 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 June 30, 2007 and December 31, 2006 and the results of its operations and cash flows for the three and six months ended June 30, 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 (the ‘‘SEC’’) 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 the presentation for the current period.

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
June 30, 2007
(Unaudited)

The Master’s Statements of financial condition and condensed schedules of investments as of June 30, 2007 and December 31, 2006 and statements of income and expenses and members’ capital and statements of cash flows for the three and six months ended June 30, 2007 and 2006 are presented below:

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


  June 30,
2007		 December 31,
2006
Assets:    
Equity in commodity futures trading account:    
Cash (restricted $4,720,046 and $56,785,893, respectively) $ 729,257,502 $ 804,915,355
Net unrealized appreciation on open futures positions 48,523,102 61,090,392
Unrealized appreciation on open swaps contracts 110,440,966 76,254,264
Commodity options owned, at fair value (cost $415,272,634 and $232,233,555, respectively) 379,323,754 183,062,505
  1,267,545,324 1,125,322,516
Due from brokers 2,250,570 12,531,328
Interest receivable 2,459,599 2,855,447
  $ 1,272,255,493 $ 1,140,709,291
Liabilities and Members’ Capital:    
Liabilities:    
Unrealized depreciation on open swap contracts $ 34,353,241 $ 30,027,854
Commodity options written, at fair value (premium $256,835,834 and $155,302,445, respectively) 198,859,359 101,015,772
Accrued expenses:    
Professional fees 248,540 55,659
Due to brokers 673,440 13,415,760
Distribution payable 2,439,106 2,834,347
  236,573,686 147,349,392
Members’ Capital:    
Members’ Capital, 199,202.7824 and 207,146.0645 Units
outstanding in 2007 and 2006, respectively		 1,035,681,807 993,359,899
  $ 1,272,255,493 $ 1,140,709,291

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
June 30, 2007
(Unaudited)

SB AAA Master Fund LLC
Condensed Schedule of Investments
June 30, 2007
(Unaudited)


  Number of
Contracts		 Fair Value % of Members’
Capital
Futures Contracts Purchased      
Energy   $ 59,956,372 5.79 % 
       
Futures Contracts Sold      
Energy   (12,519,270 )  (1.20 ) 
Grains   1,086,000 0.10
Total Futures Contracts Sold   (11,433,270 )  (1.10 ) 
       
Options Owned      
Energy      
NYMEX Natural Gas Aug 07 - Oct 10 15,133 123,953,863 11.97
Other   254,298,872 24.55
Grains   1,071,019 0.10
Total options owned   379,323,754 36.62
       
Options Written      
Energy   (197,343,834 )  (19.05 ) 
Grains   (1,515,525 )  (0.15 ) 
Total options written   (198,859,359 )  (19.20 ) 
       
Unrealized Appreciation on Swap Contracts      
Energy   110,440,966 10.66
       
Unrealized Depreciation on Swap Contracts      
Energy   (34,353,241 )  (3.31 ) 
       
Total Fair Value   $ 305,075,222 29.46 % 

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Table of Contents

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
June 30, 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 % 

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Table of Contents

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
June 30, 2007

(Unaudited)

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


  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2007 2006 2007 2006
Income:        
Net gains (losses) on trading of commodity interests:        
Realized gains on closed positions $ 65,951,878 $ 163,585,293 $ 47,403,468 $ 542,416,640
Change in unrealized gains (losses) on open positions 19,886,679 (109,721,086 )  34,205,997 (261,903,227 ) 
  85,838,557 53,864,207 81,609,465 280,513,413
Interest income 7,769,414 9,980,631 16,001,924 18,320,770
  93,607,971 63,844,838 97,611,389 298,834,183
Expenses:        
Brokerage commissions including clearing fees of $551,285, $690,114, $1,098,408 and $1,224,774, respectively 780,692 1,169,618 1,611,546 2,095,567
Professional fees 103,749 106,500 207,499 213,000
  884,441 1,276,118 1,819,045 2,308,567
Net income 92,723,530 62,568,720 95,792,344 296,525,616
Additions 32,569,506 22,922,343 81,572,539 161,101,037
Redemptions (47,114,740 )  (83,091,699 )  (119,164,540 )  (278,620,004 ) 
Distribution of interest to feeder funds (7,707,260 )  (9,931,324 )  (15,878,435 )  (18,225,826 ) 
Net increase (decrease) in Members’ Capital 70,471,036 (7,531,960 )  42,321,908 160,780,823
Members’ Capital, beginning of period 965,210,771 1,122,394,935 993,359,899 954,082,152
Members’ Capital, end of period $ 1,035,681,807 $ 1,114,862,975 $ 1,035,681,807 $ 1,114,862,975
Net Asset Value per Unit
(199,202.7824 and 220,757.0556 Units outstanding at June 30, 2007 and 2006, respectively)		 $ 5,199.13 $ 5,050.18 $ 5,199.13 $ 5,050.18
         
Net income per Unit of Members Interest $ 462.46 $ 275.47 $ 482.14 $ 1,263.33

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Table of Contents

Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
June 30, 2007

(Unaudited)

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


  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2007 2006 2007 2006
Cash flows from operating activities:        
Net income $ 92,723,530 $ 62,568,720 $ 95,792,344 $ 296,525,616
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 — 135,177,432 52,065,847 (14,366,190 ) 
(Increase) decrease in net unrealized appreciation on open futures positions (4,625,838 )  150,810,499 12,567,290 200,296,367
(Increase) decrease in unrealized appreciation on open swaps contracts (16,303,303 )  33,822,037 (34,186,702 )  (5,088,389 ) 
(Increase) decrease in commodity options owned, at fair value (107,167,204 )  (97,813,302 )  (196,261,249 )  10,997,932
(Increase) decrease in due from brokers (89,681 )  (6,827,435 )  10,280,758 (5,857,019 ) 
(Increase) decrease in interest receivable 344,391 284,580 395,848 (1,292,578 ) 
Increase (decrease) in unrealized depreciation on open swap contracts 339,205 (42,776,742 )  4,325,387 (28,680,931 ) 
Increase (decrease) in commodity options written, at fair value 46,302,427 17,647,672 97,843,587 42,156,223
Accrued expenses:        
Increase (decrease) in brokerage commissions — — — (3,198,816 ) 
Increase (decrease) in professional fees 99,331 (92,487 )  192,881 14,013
Increase (decrease) in due to brokers (217,416 )  4,547,830 (12,742,320 )  4,981,486
Net cash provided by (used in) operating activities 11,405,442 257,348,804 30,273,671 496,487,714
Cash flows from financing activities:        
Proceeds from additions 32,569,506 22,922,343 81,572,539 161,101,037
Payments for redemptions (47,114,740 )  (83,091,699 )  (119,164,540 )  (278,620,004 ) 
Distribution of interest income to feeder funds (8,050,957 )  (10,215,266 )  (16,273,676 )  (16,933,974 ) 
Net cash provided by (used in) financing activities (22,596,191 )  (70,384,622 )  (53,865,677 )  (134,452,941 ) 
Net change in unrestricted cash (11,190,749 )  186,964,182 (23,592,006 )  362,034,773
Unrestricted cash, at beginning of period 735,728,205 728,819,305 748,129,462 553,748,714
Unrestricted cash, at end of period $ 724,537,456 $ 915,783,487 $ 724,537,456 $ 915,783,487

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
June 30, 2007

(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit for the three and six months ended June 30, 2007 and 2006 were as follows:


  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2007 2006 2007 2006
Net realized and unrealized gains* $ 545.83 $ 300.83 $ 498.71 $ 1,582.33
Interest income 49.80 59.99 101.76 107.64
Expenses and allocation to Special Limited Partner** (121.68 )  (89.63 )  (154.46 )  (372.26 ) 
Increase for the period 473.95 271.19 446.01 1,317.71
Net Asset Value per Redeemable Unit, beginning of period 6,375.43 6,384.91 6,403.37 5,338.39
Net Asset Value per Redeemable Unit, end of period $ 6,849.38 $ 6,656.10 $ 6,849.38 $ 6,656.10
* 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 2007 and 2006.

Ratios to average net assets:***
Net investment loss before allocation to Special Limited Partner****		 (0.8 )%  (0.3 )%  (0.6 )%  (0.6 )% 
Operating expense 3.8 %  3.9 %  3.8 %  4.1 % 
Allocation to Special Limited Partner 1.3 %  0.8 %  1.3 %  5.0 % 
Total expenses 5.1 %  4.7 %  5.1 %  9.1 % 
Total return:        
Total return before allocation to Special Limited Partner 8.8 %  5.1 %  8.3 %  31.2 % 
Allocation to Special Limited Partner (1.4 )%  (0.9 )%  (1.3 )%  (6.5 )% 
Total return after allocation to Special Limited Partner 7.4 %  4.2 %  7.0 %  24.7 % 
*** 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 period. 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
June 30, 2007

(Unaudited)

Financial Highlights of the Master:


  Three Months Ended
June 30,		 Six Months Ended
June 30,
  2007 2006 2007 2006
         
Net realized and unrealized gains* $ 424.20 $ 231.63 $ 404.09 $ 1,184.65
Interest income 38.78 44.32 79.08 79.60
Expenses ** (0.52 )  (0.48 )  (1.03 )  (0.92 ) 
Increase for the period 462.46 275.47 482.14 1,263.33
Distributions (38.47 )  (44.10 )  (78.47 )  (79.19 ) 
Net Asset Value per Unit of Member Interest, beginning of period 4,775.14 4,818.81 4,795.46 3,866.04
Net Asset Value per Unit of Member Interest, end of period $ 5,199.13 $ 5,050.18 $ 5,199.13 $ 5,050.18
* Includes brokerage commissions
** Excludes brokerage commissions

Ratios to average net assets:***        
Net investment gain**** 2.7 %  3.1 %  2.9 %  3.0 % 
Operating expense 0.4 %  0.4 %  0.4 %  0.4 % 
Total return 9.7 %  5.7 %  10.1 %  32.7 % 
*** Annualized
**** Interest income less total expenses
The above ratios may vary for individual investors based on the timing of capital transactions during the period.

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Smith Barney AAA Energy Fund L.P.
Notes to Financial Statements
June 30, 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 six and twelve months ended June 30, 2007 and December 31, 2006, based on a monthly calculation, were $228,182,020 and $206,505,875, respectively. The fair values of these commodity interests, including options and swaps thereon, if applicable, at June 30, 2007 and December 31, 2006 were $305,075,222 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 contracting 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
June 30, 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 June 30, 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 second 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, redemptions of Redeemable Units and distributions of profits, if any.

For the six months ended June 30, 2007, Partnership capital increased 0.9% from $257,059,143 to $259,485,318. This increase was attributable to net gain from operations of $16,587,325, coupled with the addition of 477.0939 Redeemable Units of Special Limited Partnership Interest totaling $3,267,798, which was partially offset by the redemptions of 2,653.5854 Redeemable Units resulting in an outflow of $16,897,402 and 83.3741 General Partner Unit equivalents totaling $531,546. Future redemptions could 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 six months ended June 30, 2007, the Master’s capital increased 4.3% from $993,359,899 to $1,035,681,807. This increase was attributable to net income from operations of $95,792,344, coupled with the addition of 16,935.4770 Redeemable Units totaling $81,572,539 which was partially offset the redemptions of 24,878.7591 Redeemable Units totaling $119,164,540 and distributions of interest totaling $15,878,435 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, 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 currencies 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.

In July 2006, the Financial Accounting Standards Board (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 adopted FIN 48 as of January 1, 2007, and the application of this standard did not impact the financial statements.

In September 2006, FASB issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, fair value measurements. This accounting standard establishes a single authoritative definition of fair value sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and the interim periods within those fiscal years. As of June 30, 2007, the Partnership is still evaluating the impact the adoption of SFAS No. 157 will have on the financial statement amounts; however, additional disclosures will be required about the inputs used to develop the measurements and the effect of certain measurements on changes in Partners’ Capital for the period.

Results of Operations

During the Partnership’s second quarter of 2007, the Net Asset Value per Redeemable Unit increased 7.4% from $6,375.43 to $6,849.38 as compared to an increase of 4.2% in the second quarter of 2006. The Partnership experienced a net trading gain (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 second quarter of 2007 of $21,790,280. Gains 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 Unleaded Gas, IPE Freight Index and OTC Energy Swaps, and were partially offset by losses in IPE Gas Oil and Corn. The Partnership experienced a net trading gain before brokerage commissions and related fees in the second quarter of 2006 of $15,376,925. Gains were primarily attributable to the Master’s trading of commodity futures in NYMEX Crude Oil, NYMEX Natural Gas, NYMEX Unleaded Gas, NYMEX Freight Futures, NYMEX Energy Swaps and Gasoline and were partially offset by losses in IPE Gas Oil, NYMEX Heating Oil, IPE Crude Oil and OTC Energy Swaps.

The Fund posted gains for the second quarter of 2007 as profits from fundamental trading in natural gas and the petroleum complex more than offset small losses realized in certain refined products. Trading in the natural gas and gasoline markets were profitable throughout the quarter as these markets were mostly influenced by market forces and less on geopolitical events. In natural gas, the Fund benefited from the short natural gas positions as a fairly mild start to the summer and higher than expected storage injection rates caused prices to fall. Profits were also earned in trading gasoline futures as prices were well supported by extremely tight supplies with lean inventories throughout the second quarter. Partially offsetting gains were losses accumulated in trading gas oil as prices unexpectedly trend higher.

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During the six months ended June 30, 2007, the Net Asset Value per Redeemable Unit increased 7.0% from $6,403.37 to $6,849.38 as compared to an increase of 24.7% in the same period of 2006. The Partnership experienced a net trading gain (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 six months ended June 30, 2007 of $20,604,169. Gains were primarily attributable to the Master’s trading of commodity futures in NYMEX Energy Swaps, NYMEX Gasoline, NYMEX Heating Oil, NYMEX Natural Gas, NYMEX Unleaded Gas, IPE Freight Index, Corn and OTC Energy Swaps, and were partially offset by losses in NYMEX Crude Oil. The Partnership experienced a net trading gain before brokerage commissions and related fees in the six months ended June 30, 2006 of $82,987,637. Gains were primarily attributable to the Master’s trading of commodity futures in NYMEX Crude Oil, NYMEX Natural Gas, NYMEX Unleaded Gas, NYMEX Freight Futures, IPE Gas Oil, NYMEX Energy Swaps and Gasoline and were partially offset by losses in NYMEX Heating Oil, IPE Crude Oil and OTC Energy Swaps.

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 and six months ended June 30, 2007 decreased by $116,874 and $1,088,417, as compared to the corresponding periods in 2006. The decrease in commissions and fees is primarily due to a decrease in the number of trades during the three and six months ended June 30, 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 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 and six months ended June 30, 2007 decreased by $947,445 and $1,330,398, as compared to the corresponding periods in 2006. The decrease in interest income is primarily due to lower average net assets during the three and six months ended June 30, 2007 as compared to the corresponding periods in 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 and six months ended June 30, 2007 decreased by $379,878 and $757,892, as compared to the corresponding periods in 2006. The decrease in management fees is due to lower average net assets during the three and six months ended June 30, 2007 as compared to the corresponding periods in 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 for the three and six months ended June 30, 2007 was $3,267,798. The profit share allocation for the three and six months ended June 30, 2006 was $2,468,238 and $15,245,862, 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 is 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 the Master 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 June 30, 2007 and the highest, lowest and average value during the three months ended June 30, 2007. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of June 30, 2007, the Master’s total capitalization was $1,035,681,807. 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.

June 30, 2007
(Unaudited)


      Three Months Ended June 30, 2007
Market Sector Value at Risk % of Total
Capitalization		 High
Value at Risk		 Low
Value at Risk		 Average
Value at Risk*
Energy $ 78,555,966 7.59 %  $ 85,311,921 $ 65,718,285 $ 73,529,778
Energy Swaps 4,720,046 0.46 %  4,720,046 4,720,046 4,720,046
Grains 460,875 0.04 %  800,333 211,209 444,899
Total $ 83,736,887 8.09 %       
* Average monthly Values at Risk

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Item 4.    Controls and Procedures

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

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

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2007 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

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

•  pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
•  provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and
•  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended June 30, 2007 that materially affected, or are 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

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, 2006 and under Part II, Item 1, ‘‘Legal Proceedings’’ in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

Research

Customer Class Actions.

On May 3, 2007, the District Court remanded DISHER V. CITIGROUP GLOBAL MARKETS, INC., to Illinois state court. On June 13, 2007, Citigroup moved in state court to dismiss the action.

Mutual Funds

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

IPO Securities Litigation

On May 18, 2007, the Second Circuit denied plaintiffs’ petition for rehearing en banc of the Second Circuit’s decision reversing the district court’s class certification.

IPO Antitrust Litigation

On June 18, 2007, the United States Supreme Court ruled that the securities law precludes application of the antitrust laws to the claims asserted by plaintiffs, effectively terminating the litigation.

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 and under Part II, Item 1A. ‘‘Risk Factors’’ in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

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 Redeemable Units
Purchased*		 (b) Average
Price Paid per
Redeemable Unit**		 (c) Total Number
of Redeemable Units
Purchased as Part
of Publicly Announced
Plans or Programs		 (d) Maximum Number
(or Approximate
Dollar Value) of
Redeemable Units that
May Yet Be
Purchased Under the
Plans or Programs
April 1, 2007 –
April 30, 2007		 603.0401 $6,574.19 N/A N/A
May 1, 2007 –
May 31, 2007		 173.2063 $6,765.81 N/A N/A
June 1, 2007 –
June 30, 2007		 234.8848 $6,849.38 N/A N/A
  1,011.1312 $6,729.79 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.

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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: August 14, 2007  
By: /s/ Jennifer Magro  
  Jennifer Magro
Chief Financial Officer and
Director		  
Date: August 14, 2007  

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