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 000-32599

SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)


New York 13-4077759
(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, 86,884.0308 Limited Partnership Redeemable Units were outstanding.




SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND L.P.
FORM 10-Q
INDEX


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Table of Contents

PART I
Item 1.    Financial Statements

Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Statements of Financial Condition
(Unaudited)


  June 30,
2007
December 31,
2006
Assets:    
Investment in Partnerships, at fair value $ 126,778,739 $ 129,972,868
Cash 29,316 21,784
  $ 126,808,055 $ 129,994,652
Liabilities and Partners’ Capital:    
Liabilities:    
Accrued expenses:    
Brokerage commissions $ 570,637 $ 584,977
Management fees 184,325 190,721
Incentive fees 398,069
Other expenses 49,022 41,176
Redemptions payable 1,952,008 1,345,180
  3,154,061 2,162,054
Partners’ Capital:    
General Partner, 2,005.1490 unit equivalents outstanding in 2007
and 2006
2,757,501 2,595,846
Limited Partners, 87,911.2546 and 96,738.7510
Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively
120,896,493 125,236,752
  123,653,994 127,832,598
  $ 126,808,055 $ 129,994,652
     

See accompanying notes to financial statements.

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Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Schedule of Investments
June 30, 2007
(Unaudited)


  Fair Value % of Partners’
Capital
Investment in Partnerships    
CMF Campbell Master Fund L.P. $ 37,460,834 30.29 % 
CMF Aspect Master Fund L.P. 41,778,473 33.79
CMF Graham Capital Master Fund L.P. 37,368,648 30.22
CMF SandRidge Master Fund L.P. 10,170,784 8.23
Total investment in Partnerships, at fair value $ 126,778,739 102.53 % 

See accompanying notes to financial statements.

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Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Schedule of Investments
December 31, 2006
(Unaudited)


  Fair Value % of Partners’
Capital
Investment in Partnerships    
JWH Strategic Allocation Master Fund LLC $ 17,469,448 13.67 % 
CMF Campbell Master Fund LP 36,965,458 28.92
CMF Aspect Master Fund LP 40,017,301 31.30
CMF Graham Capital Master Fund LP 35,520,661 27.79
Total investment in Partnerships, at fair value $ 129,972,868 101.68 % 

See accompanying notes to financial statements.

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Salomon Smith Barney Diversified 2000 Futures 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:        
Net gains (losses) on trading of commodity interests and investments in Partnerships:        
Realized gains (losses) on closed positions and sale of investment in Partnership $ $ 87,066 $ (6,919,777 )  $ 3,488,846
Change in unrealized gains (losses) on open positions and investment in Partnerships 19,456,586 (956,785 )  18,839,772 2,358,238
  19,456,586 (869,719 )  11,919,995 5,847,084
Interest income 340,673
  19,456,586 (869,719 )  11,919,995 6,187,757
         
Expenses:        
Brokerage commissions including clearing fees of $0, $0, $0 and $26,216, respectively 1,658,256 1,984,139 3,315,027 4,023,570
Management fees 535,188 649,218 1,072,569 1,307,680
Incentive fees 398,070 (333,772 )  398,070
Other expenses 34,463 33,262 67,086 67,084
  2,625,977 2,332,847 4,852,752 5,398,334
         
Net income (loss) 16,830,609 (3,202,566 )  7,067,243 789,423
         
Redemptions – Limited Partners (6,094,534 )  (6,422,432 )  (11,245,847 )  (12,830,614 ) 
         
Net increase (decrease) in Partners’ Capital 10,736,075 (9,624,998 )  (4,178,604 )  (12,041,191 ) 
         
Partners’ Capital, beginning of period 112,917,919 146,578,346 127,832,598 148,994,539
         
Partners’ Capital, end of period $ 123,653,994 $ 136,953,348 $ 123,653,994 $ 136,953,348
Net Asset Value per Redeemable Unit (89,916.4036 and 106,204.6811 Redeemable Units outstanding at June 30, 2007 and 2006, respectively) $ 1,375.21 $ 1,289.52 $ 1,375.21 $ 1,289.52
         
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent $ 180.99 $ (30.52 )  $ 80.62 $ 5.16

See accompanying notes to financial statements.

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Table of Contents

Salomon Smith Barney Diversified 2000 Futures 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 (loss) $ 16,830,609 $ (3,202,566 )  $ 7,067,243 $ 789,423
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 Partnerships (9,635,703 )  (41,952,238 )  (9,635,703 )  (41,952,238 ) 
Proceeds from sale of investment in Partnerships 18,440,109 7,639,001 24,749,827 14,952,263
Realized loss on sale of investment in Partnership 6,919,777
Net unrealized (appreciation) depreciation on investment in Partnerships (19,456,586 )  853,513 (18,839,772 )  (3,396,062 ) 
(Increase) decrease in restricted cash 492,062 3,917,513
(Increase) decrease in net unrealized appreciation on open futures positions 115,609 167,893
(Increase) decrease in unrealized appreciation on open forward contracts 1,771,178 2,043,605
(Increase) decrease in interest receivable 124,365 100,252
Increase (decrease) in unrealized depreciation on open forward contracts (1,783,511 )  (1,173,919 ) 
Accrued expenses:        
Increase (decrease) in brokerage commissions 47,889 (41,714 )  (14,340 )  (65,317 ) 
Increase (decrease) in management fees 15,111 (14,411 )  (6,396 )  (22,630 ) 
Increase (decrease) in incentive fees 398,069 (333,772 )  398,069 (491,538 ) 
Increase (decrease) in other expenses (8,620 )  (5,142 )  7,846 28,680
Net cash provided by (used in) operating activities 6,630,878 (36,337,626 )  10,646,551 (25,102,075 ) 
         
Cash flows from financing activities:        
Payments for redemptions – Limited Partners (6,641,281 )  (5,672,561 )  (10,639,019 )  (11,845,858 ) 
  (6,641,281 )  (5,672,561 )  (10,639,019 )  (11,845,858 ) 
         
Net change in cash (10,403 )  (42,010,187 )  7,532 (36,947,933 ) 
Cash, at beginning of period 39,719 42,050,259 21,784 36,988,005
Cash, at end of period $ 29,316 $ 40,072 $ 29,316 $ 40,072

See accompanying notes to financial statements.

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Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2007
(Unaudited)
  

1.    General:

Salomon Smith Barney Diversified 2000 Futures Fund L.P. (the ‘‘Partnership’’) is a Limited Partnership organized under the laws of the State of New York on August 25, 1999 to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options on futures, and forward contracts. The commodity interests that are traded by the Partnership through its investments in Partnerships, are volatile and involve a high degree of market risk. The Partnership commenced trading operations on June 1, 2000.

Between January 31, 2000 (commencement of the offering period) and May 30, 2000, 16,045 redeemable units of limited partnership interest (‘‘Redeemable Units’’) and 162 Redeemable Unit equivalents representing the general partner’s contribution were sold at $1,000 per Unit. The proceeds of the initial offering were held in an escrow account until May 31, 2000, at which time they were turned over to the Partnership for trading.

Citigroup Managed Futures LLC, 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. (‘‘Citigroup’’).

As of June 30, 2007, all trading decisions for the Partnership are made by Campbell & Company, Inc., (‘‘Campbell’’), Graham Capital Management L.P. (‘‘Graham’’), Aspect Capital Limited (‘‘Aspect’’) and SandRidge Capital L.P. (‘‘SandRidge’’) (each, an ‘‘Advisor’’, and collectively, the ‘‘Advisors’’). John W. Henry & Company, Inc. (‘‘JWH’’) was terminated as of March 31, 2007.

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 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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Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2007
(Unaudited)

2.    Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest 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 (losses)* $ 191.46 $ (27.30 )  $ 96.92 $ 14.42
Interest income 2.99
Expenses** (10.47 )  (3.22 )  (16.30 )  (12.25 ) 
Increase (decrease) for the period 180.99 (30.52 )  80.62 5.16
Net Asset Value per Redeemable Unit, beginning of period 1,194.22 1,320.04 1,294.59 1,284.36
Net Asset Value per Redeemable Unit, end of period $ 1,375.21 $ 1,289.52 $ 1,375.21 $ 1,289.52
* Includes brokerage commissions.
** Excludes brokerage commissions.

  Three Months Ended
June 30,
Six Months Ended
June 30,
  2007 2006 2007 2006
Ratio to average net assets: ***        
Net investment loss before incentive fees **** (7.6 )%  (7.4 )%  (7.4 )%  (7.0 )% 
Operating expenses 7.6 %  7.4 %  7.4 %  7.5 % 
Incentive fees 0.3 %  (0.2 )%  0.3 %  % 
Total expenses 7.9 %  7.2 %  7.7 %  7.5 % 
Total return:        
Total return before incentive fees 15.5 %  (2.5 )%  6.6 %  0.4 % 
Incentive fees (0.3 )%  0.2 %  (0.4 )%  % 
Total return after incentive fees 15.2 %  (2.3 )%  6.2 %  0.4 % 
*** Annualized (other than incentive fees)
**** Interest income less total expenses (exclusive of incentive fees)

The above capital 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.

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. However, the Partnerships investments are in other Partnerships. The results of the Partnership’s trading activity are resulting from its investments in other Partnerships as 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 Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures positions.

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Table of Contents

Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2007
(Unaudited)

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair values of these interests during the six months ended June 30, 2007 and the year ended December 31, 2006 based on a monthly calculation, were $0 and $124,943, respectively.

4.    Investment in Partnerships:

On May 22, 2003, the Partnership allocated a portion of the Partnership’s capital to the JWH Strategic Allocation Master Fund LLC, a New York limited liability company (‘‘JWH Master’’). With this cash, the Partnership purchased 14,370.0894 units of JWH Master with a fair value of $27,367,545. JWH Master was formed in order to permit commodity pools managed now or in the future by JWH using the Strategic Allocation Program, JWH’s propriety trading program, to invest together in one trading vehicle. The Partnership fully redeemed its investment in JWH Master on March 31, 2007 resulting in a realized loss of $6,919,777.

On January 1, 2005, the assets allocated to Campbell for trading were invested in the CMF Campbell Master Fund L.P. (‘‘Campbell Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 51,356.1905 units of Campbell Master with cash equal to $50,768,573, and a contribution of open commodity futures and forward positions with a fair value of $587,618. Campbell Master was formed in order to permit commodity pools managed now or in the future by Campbell using the Financial, Metal and Energy (‘‘FME’’) Portfolio, to invest together in one trading vehicle. The General Partner is also the general partner of Campbell Master. Individual and pooled accounts currently managed by Campbell, including the Partnership, are permitted to be limited partners of Campbell Master. The General Partner and Campbell believe that trading through this structure should promote efficiency and economy in the trading process.

On March 1, 2005, the assets allocated to Aspect for trading were invested in the CMF Aspect Master Fund L.P. (‘‘Aspect Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 43,434.9465 Units of Aspect Master with cash equal to $40,490,894, and a contribution of open commodity futures and forward positions with a fair value of $2,944,052. Aspect Master was formed in order to permit commodity pools managed now or in the future by Aspect using the Diversified Program, to invest together in one trading vehicle. The General Partner is also the general partner of Aspect Master. Individual and pooled accounts currently managed by Aspect, including the Partnership, are permitted to be limited partners of Aspect Master. The General Partner and Aspect believe that trading through this structure should promote efficiency and economy in the trading process.

On April 1, 2006, the assets allocated to Graham for trading were invested in the CMF Graham Capital Master Fund L.P. (‘‘Graham Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 41,952.2380 units of Graham Master with cash equal to $41,952,238. Graham Master was formed in order to permit commodity pools managed now or in the future by Graham using the Multi-Trend Program at 125% leverage, to invest together in one trading vehicle. The General Partner is also the general partner of Graham Master. Individual and pooled accounts currently managed by Graham, including the Partnership, are permitted to be limited partners of Graham Master. The General Partner and Graham believe that trading through this structure should promote efficiency and economy in the trading process.

On April 1, 2007, the assets previously allocated to JWH Master were allocated to SandRidge Capital L.P. for trading. These assets were invested in the CMF SandRidge Master Fund L.P. (‘‘SandRidge Master’’), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 7,659.0734 Units of SandRidge Master with cash equal to $9,635,703. SandRidge Master was formed in order to permit commodity pools managed now or in the future by SandRidge using the Managed Account Program (‘‘the Program’’), to invest together in one trading vehicle. The General Partner of the Partnership is the general partner of SandRidge Master. Individual and pooled accounts

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Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2007
(Unaudited)

currently managed by SandRidge, including the Partnership, are permitted to be a limited partner of SandRidge Master. The General Partner and SandRidge believe that trading through this structure should promote efficiency and economy in the trading process.

Campbell Master’s, Aspect Master’s, Graham Master’s and SandRidge Master’s (the ‘‘Funds’’) trading of futures, forwards and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. The Funds all engage in such trading through commodity brokerage accounts maintained with CGM.

A non-managing member/limited partner may withdraw all or part of its capital contribution and undistributed profits, if any, from the Funds in multiples of the net asset value per unit of limited partnership interest as of the last day of a month after a request for redemption has been made to the Managing Member/General Partner at least 3 days in advance of month-end.

All exchange, clearing, user, give-up, floor brokerage and National Futures Association fees are borne by the Funds. All other fees, including CGM’s direct brokerage commission, are charged at the Partnership level.

At December 31, 2006 the Partnership owned 16.77% of JWH Master. As previously noted, the Partnership sold its investment in JWH Master on March 31, 2007. At June 30, 2007, and December 31, 2006 the Partnership owned 12.06% and 11.27%, respectively of Campbell Master. At June 30, 2007 and December 31, 2006, the Partnership owned 18.15% and 18.84%, respectively of Aspect Master. At June 30, 2007 and December 31, 2006, the Partnership owned 16.61% and 15.62%, respectively of Graham Master. At June 30, 2007, the Partnership owned 3.56% of SandRidge Master. Campbell, Aspect, Graham and SandRidge intend to continue to invest the assets allocated to each by the Partnership in Campbell Master, Aspect Master, Graham Master and SandRidge Master, respectively. The performance of the Partnership is directly affected by the performance of the Funds. Expenses to investors as a result of the investment in the Funds are approximately the same and redemption rights are not affected.

Summarized information reflecting the Total Assets, Liabilities and Capital for the Funds are shown in the following tables.


  June 30, 2007
  Investments’
Total Assets
Investments’ Total
Liabilities
Investments’
Total Capital
Campbell Master $ 319,173,792 $ 9,367,825 $ 309,805,967
Aspect Master 233,940,188 4,408,894 229,531,294
Graham Master 224,962,674 675,793 224,286,881
SandRidge Master 296,429,163 11,830,105 284,599,058
Total $ 1,074,505,817 $ 26,282,617 $ 1,048,223,200

  December 31, 2006
  Investments’
Total Assets
Investments’ Total
Liabilities
Investments’
Total Capital
JWH Master $ 105,583,078 $ 1,733,166 $ 103,849,912
Campbell Master 338,859,002 11,768,612 327,090,390
Aspect Master 214,046,989 2,288,076 211,758,913
Graham Master 229,982,015 3,308,499 226,673,516
Total $ 888,471,084 $ 19,098,353 $ 869,372,731

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Table of Contents

Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2007
(Unaudited)

Summarized information reflecting the Partnership’s investment in, and the operations of the Funds are as shown in the following tables.


  June 30, 2007 For the three months ended June 30, 2007
Investment % of
Partnership’s
Net Assets
Fair
Value
Income
(Loss)
Expenses Net
Income
(Loss)
Investment
Objective
Redemptions
Permitted
Commissions Other
Campbell Master 30.29 %  $ 37,460,834 $ 5,007,636 $ 8,386 $ 1,412 $ 4,997,838 Financials,
Metals &
Energy
Portfolio
Monthly
Aspect Master 33.79 %  41,778,473 6,292,857 20,997 1,349 6,270,511 Commodity
Portfolio
Monthly
Graham Master 30.22 %  37,368,648 7,571,458 40,806 1,627 7,529,025 Commodity
Portfolio
Monthly
SandRidge Master 8.23 %  10,170,784 664,640 5,024 404 659,212 Energy
Portfolio
Monthly
Total   $ 126,778,739 $ 19,536,591 $ 75,213 $ 4,792 $ 19,456,586    

  June 30, 2007 For the six months ended June 30, 2007
Investment % of
Partnership’s
Net Assets
Fair
Value
Income
(Loss)
Expenses Net
Income
(Loss)
Investment
Objective
Redemptions
Permitted
Commissions Other
JWH Master $ $ (1,620,737 )  $ 7,358 $ 1,458 $ (1,629,553 )  Commodity
Portfolio
Monthly
Campbell Master 30.29 %  37,460,834 3,214,515 19,631 2,528 3,192,356 Financials,
Metals &
Energy
Portfolio
Monthly
Aspect Master 33.79 %  41,778,473 4,634,515 42,036 2,939 4,589,540 Commodity
Portfolio
Monthly
Graham Master 30.22 %  37,368,648 5,181,257 69,559 3,258 5,108,440 Commodity
Portfolio
Monthly
SandRidge Master 8.23 %  10,170,784 664,640 5,024 404 659,212 Energy
Portfolio
Monthly
Total   $ 126,778,739 $ 12,074,190 $ 143,608 $ 10,587 $ 11,919,995 *     
* The sale of the Partnership’s investment in JWH Master on March 31, 2007 resulted in the reversal of accumulated unrealized losses of $6,919,777 to realized losses, as disclosed on the Statements of Income and Expenses and Partners’ Capital.

  December 31, 2006 For the three months ended June 30, 2006
Investment % of
Partnership’s
Net Assets
Fair
Value
Income
(Loss)
Expenses Net
Income
(Loss)
Investment
Objective
Redemptions
Permitted
Commissions Other
JWH Master 13.67 %  $ 17,469,448 $ (38,596 )  $ 9,039 $ 218 $ (47,853 )  Commodity
Portfolio
Monthly
Campbell Master 28.92 %  36,965,458 (2,026,192 )  6,839 687 (2,033,718 )  Financials,
Metals &
Energy
Portfolio
Monthly
Aspect Master 31.30 %  40,017,301 868,218 29,684 2,664 835,870 Commodity
Portfolio
Monthly
Graham Master 27.79 %  35,520,661 428,548 33,064 3,296 392,188 Commodity
Portfolio
Monthly
Total   $ 129,972,868 $ (768,022 )  $ 78,626 $ 6,865 $ (853,513 )     

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Salomon Smith Barney Diversified 2000 Futures Fund L.P.
Notes to Financial Statements
June 30, 2007
(Unaudited)


  December 31, 2006 For the six months ended June 30, 2006
Investment % of
Partnership’s
Net Assets
Fair
Value
Income
(Loss)
Expenses Net
Income
(Loss)
Investment
Objective
Redemptions
Permitted
Commissions Other
JWH Master 13.67 %  $ 17,469,448 $ (1,480,828 )  $ 22,078 $ 934 $ (1,503,840 )  Commodity
Portfolio
Monthly
Campbell Master 28.92 %  36,965,458 802,225 18,231 1,434 782,560 Financials,
Metals &
Energy
Portfolio
Monthly
Aspect Master 31.30 %  40,017,301 3,784,071 52,646 6,271 3,725,154 Commodity
Portfolio
Monthly
Graham Master 27.79 %  35,520,661 428,548 33,064 3,296 392,188 Commodity
Portfolio
Monthly
Total   $ 129,972,868 $ 3,534,016 $ 126,019 $ 11,935 $ 3,396,062    

5.    Financial Instrument Risks:

In the normal course of its business, the Partnership directly, and through its investments in the Funds, is a party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options on futures, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange-traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options.

Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Funds 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 Funds’ risk of loss in the event of counterparty default is typically limited to the amounts recognized as unrealized appreciation in the statements of financial condition and not represented by the contract or notional amounts of the instruments. The Funds have credit risk and concentration risk because the sole counterparty or broker with respect to the Funds’ assets is CGM.

The General Partner monitors and controls the Partnership/Funds’ 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/Funds are 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 Funds’ businesses, 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 investments in the Funds and cash. The Funds’ only assets are their equities in commodity futures trading accounts consisting of cash and cash equivalents, investment in Partnerships net unrealized appreciation on open futures positions, unrealized appreciation on forward contracts, commodity options, if applicable, and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership/Funds. While substantial losses could lead to a decrease in liquidity, no such losses occurred in the second quarter of 2007.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by its investments in other Partnerships, realized and/or unrealized gains or losses on investment in Partnerships, expenses, interest income, additions and redemptions of Redeemable Units and distributions of profits, if any.

For the six months ended June 30, 2007, Partnership Capital decreased 3.3% from $127,832,598 to $123,653,994. This decrease was attributable to the redemption of 8,827.4964 Redeemable Units resulting in an outflow of $11,245,847, which was partially offset by a net income from operations of $7,067,243. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent months.

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, disclosures of contingent assets and liabilities at the date of the financial statements and 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) of the Funds 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 open positions are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests. The investments in other partnerships are recorded at fair value, based upon the Partnership’s proportionate interest held.

Foreign currency contracts are those contracts where the Funds 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 Funds’ net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting 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 (‘‘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

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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. Adoption of FIN 48 is required for fiscal years beginning after December 15, 2006 and is to be applied to all open tax positions as of the effective date. The Partnership has adopted FIN 48 as of January 1, 2007 and the application of this standard did not impact the financial statements.

In September 2006, the 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 second quarter of 2007, the Net Asset Value per Redeemable Unit increased 15.2% from $1,194.22 to $1,375.21 as compared to a decrease of 2.3% in the second quarter of 2006. The Partnership experienced an unrealized gain through investments in the Funds of $19,456,586. Gains were primarily attributable to the trading by the Funds of commodity futures in currencies, energy, U.S. and non-U.S. interest rates and indices and were partially offset by losses in the trading of grains, livestock, metals and softs. The Partnership experienced a net trading loss in the second quarter of 2006 of $869,719. Losses were primarily attributable to the trading by the Funds of commodity futures in currencies, grains, livestock, softs and indices and were partially offset by gains in energy, metals, and U.S. and non-U.S. interest rates.

Favorable trading conditions during the second quarter, especially in the financial sectors, provided gains for the Partnership. Profits earned in global and U.S. fixed income, currency, and equity indices markets were sufficient enough to offset small losses accumulated in trading metals and grains.

The global economy remained stable in the quarter as relatively low interest rates and high levels of liquidity in the capital markets were the backdrop to the highest corporate activities in recent history. Gains were realized from trading in fixed income markets domestically and globally on stronger than expected economic data and increased inflationary pressures. Profits were also earned from trading currency positions as trend in Japanese yen, New Zealand dollar and Pounds Sterling persisted. The indices market added to gains for the quarter as the global equity rally continued unabated.

Losses were taken in metals as the U.S. dollar unexpectedly strengthened in May and signs of slowing Chinese economic growth caused prices to move erratically. Losses were also accumulated from trading wheat as prices fell as a spring freeze lowered supply expectations early in the quarter.

During the Partnership’s six months ended June 30, 2007, the Net Asset Value per Redeemable Unit increased 6.2% from $1,294.59 to $1,375.21 as compared to an increase of 0.4% for the six months ended June 30, 2006. The Partnership experienced an unrealized gain through investments in the Funds and a realized loss from the sale of the Partnership’s investment in JWH Master for the six months ended June 30, 2007 of $11,919,995. Gains were primarily attributable to the trading by the Funds of commodity futures in currencies, U.S. and non-U.S. interest rates, softs and indices and were partially offset by losses in energy, grains, livestock and metals. The Partnership experienced a net trading gain during the six months ended June 30, 2006 of $5,847,084. Gains were primarily attributable to the trading by the Funds of commodity futures in metals, indices and U.S. and non-U.S. interest rates and were partially offset by losses in currencies, energy, grains, livestock and softs.

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/Funds depends on the existence of major price trends and the ability of the Advisors to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade

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programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisors are able to identify them, the Partnership/Funds expects to increase capital through operations.

CGM will pay monthly interest to the Partnership on its allocable share of 80% of the average daily equity maintained in cash in the Funds’ brokerage account at a 30-day U.S. Treasury bill rate determined by CGM and/or will place up to all of the Funds’ assets in 90-day Treasury bills. The Partnership will receive 80% of its allocable share of the interest earned on the Treasury bills through its investments in Partnerships and CGM will be paid 20% of the interest. Interest income for the three and six months ended June 30, 2007 decreased by $340,673 as compared to the corresponding periods in 2006. The decrease is due to the Partnership’s use of cash to fund additional investment in other Partnerships as well as Partnership redemptions. The interest earned at the investment in Partnership level is included in the Partnership’s share of overall net income (loss) of the other Partnerships in 2007 and 2006.

Brokerage commissions are calculated on the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Commissions and fees for the three and six months ended June 30, 2007 decreased by $325,883 and $708,543, respectively, as compared to the corresponding periods in 2006. The decrease in brokerage commissions is primarily due to a decrease in 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, additions and redemptions. Management fees for the three and six months ended June 30, 2007 decreased by $114,030 and $235,111, respectively, as compared to the corresponding periods in 2006. The decrease in management fees is primarily due to a decrease in average net assets during the three and six months ended June 30, 2007 as compared to the corresponding periods in 2006.

Incentive fees are based on the new trading profits generated by each Advisor as defined in the management agreements between the Partnership, the General Partner and each Advisor and are payable annually. Trading performance for the three and six months ended June 30, 2007 resulted in an incentive fee accrual of $398,070. Trading performance for the three months ended June 30, 2006 resulted in the reversal of an incentive fee accrual of $333,772. There were no incentive fees earned for the six months ended June 30, 2006.

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 investments in the Funds. The Funds are speculative commodity pools. The market sensitive instruments held by them are acquired for speculative trading purposes, and all or substantially all of the Funds’ assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Funds’ main line of business.

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

The Funds rapidly acquire and liquidate both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Funds’ past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Funds’ speculative trading and the recurrence in the markets traded by the Funds of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Funds’ 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

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considered to constitute any assurance or representation that the Funds’ losses in any market sector will be limited to Value at Risk or by the Funds’ attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Funds as the measure of their 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 tables indicate the trading Value at Risk associated with the Partnership’s investments in the Funds 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 Partnership have been included in calculating the figures set forth below. As of March 31, 2007, JWH is no longer an advisor to the Partnership. The Partnership has no Value at Risk associated with JWH Master for the three months ended June 30, 2007. There have been no material changes 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.

As of June 30, 2007, Campbell Master’s total capitalization was $309,805,967. The Partnership owned 12.06% of Campbell Master.

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
Currencies:          
– OTC Contracts $ 8,078,023 2.61 %  $ 11,367,341 $ 6,780,223 $ 8,267,143
Energy 969,350 0.31 %  969,350 357,600 735,117
Interest Rates U.S. 4,120,200 1.33 %  4,293,650 53,207 2,943,000
Interest Rates Non-U.S. 7,860,338 2.54 %  10,281,295 3,366,038 8,412,667
Metals:          
– Exchange Traded Contracts 296,000 0.10 %  390,000 124,000 299,333
– OTC Contracts 1,143,021 0.37 %  2,315,924 854,405 1,303,427
Indices 5,742,025 1.85 %  10,594,273 5,347,848 8,194,370
Total $ 28,208,957 9.11 %       
* Average of month-end Values at Risk

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As of June 30, 2007, Aspect Master’s total capitalization was $229,531,294. The Partnership owned 18.15% of Aspect Master.

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
Currencies:          
– OTC Contracts $ 6,515,051 2.84 %  $ 6,845,415 $ 1,442,322 $ 4,009,357
Energy 1,030,450 0.45 %  1,462,150 227,012 600,308
Grains 425,485 0.19 %  621,635 178,578 375,019
Interest Rates U.S. 1,631,300 0.71 %  1,793,250 353,750 1,342,633
Interest Rates Non-U.S. 6,565,535 2.86 %  7,251,434 3,124,428 6,120,581
Livestock 40,750 0.02 %  84,405 12,550 44,370
Metals:          
– Exchange Traded Contracts 352,250 0.15 %  1,020,250 352,250 684,500
– OTC Contracts 1,145,094 0.50 %  3,084,837 1,145,094 2,142,578
Softs 1,009,708 0.44 %  1,265,792 950,198 1,066,595
Indices 5,892,497 2.56 %  7,736,923 3,145,113 6,238,276
Total $ 24,608,120 10.72 %       
* Average of month-end Values at Risk

As of June 30, 2007, Graham Master’s total capitalization was $224,286,881. The Partnership owned 16.61% of Graham Master.

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
Currencies:          
– OTC Contracts $ 22,052,214 9.83 %  $ 36,315,056 $ 19,944,640 $ 29,852,618
Energy 337,400 0.15 %  871,000 248,000 548,033
Grains 281,987 0.13 %  320,700 4,000 101,729
Interest Rates U.S. 2,393,000 1.07 %  3,124,000 38,467 1,711,917
Interest Rates Non-U.S. 2,492,256 1.11 %  7,772,547 2,492,256 5,841,706
Livestock 6,750 0.00 %**  6,750 3,000 4,875
Metals:          
– Exchange Traded Contracts 10,000 0.01 %  144,000 4,000 45,333
– OTC Contracts 7,146 0.00 %**  598,409 3,586 117,810
Softs 147,019 0.07 %  256,809 103,845 184,967
Indices 4,762,306 2.12 %  10,593,315 633,683 7,545,680
Total $ 32,490,078 14.49 %       
* Average of month-end Values at Risk
** Due to rounding

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As of June 30, 2007, SandRidge Master’s total capitalization was $284,599,058. The Partnership owned 3.56% of SandRidge Master.

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 $ 16,817,332 5.91 %  $ 17,932,960 $ 9,562,360 $ 16,137,014
Total $ 16,817,332 5.91 %       
* Average of month-end 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, as updated by 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 Partnership no longer offers Redeemable Units at the Net Asset Value per Redeemable Unit as of the end of each month.

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


Period (a) Total Number
of Shares
(or Redeemable
Units) Purchased*
(b) Average
Price Paid per
Share (or
Redeemable Unit)**
(c) Total Number
of Shares (or
Redeemable Units)
Purchased as Part
of Publicly Announced
Plans or Programs
(d) Maximum Number
(or Approximate
Dollar Value) of Shares
(or Redeemable Units) that
May Yet Be
Purchased Under the
Plans or Programs
April 1, 2007 –
April 30, 2007
1,279.2733 $ 1,235.99 N/A N/A
May 1, 2007 –
May 31, 2007
1,938.6592 $ 1,321.20 N/A N/A
June 1, 2007 –
June 30, 2007
1,419.4252 $ 1,375.21 N/A N/A
  4,637.3577 $ 1,310.80    
* 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 can 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.

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** 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

As of June 30, 2007, the Partnership entered into an Amended and Restated Advisory Agreement with SandRidge Capital, L.P., a copy of which is attached hereto as Exhibit 10.1.

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 fiscal year ended December 31, 2006.

Exhibit – 10.1 – Amended and Restated Advisory Agreement between the Partnership and SandRidge Capital L.P.

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.

SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES 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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