SEC Company Response from SMITH BARNEY DIVERSIFIED FUTURES FUND LP (CIK 0000911503) — Dec 14, 2005
SMITH BARNEY DIVERSIFIED FUTURES FUND LP (CIK 0000911503)
Date: Dec. 14, 2005 · CIK: 0000911503 · Accession: 0000899140-05-001135
AI Filing Summary & Sentiment
Referenced dates: August 1, 2005, November 7, 2005
Letter
Re: Smith Barney Diversified Futures Fund L.P. (the "Fund") Form 10-K for the fiscal year ended December 31, 2004 Form 10-Q for the quarterly period ended March 31, 2005 File No. 0-26132 -------------------------------------------------------
Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019
December 14, 2005
Mail Stop 4561 --------------
VIA EDGAR AND FEDEX -------------------
Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington D.C. 20549
Ladies and Gentlemen:
On behalf of Citigroup Managed Futures LLC, the general partner of the Fund (the "General Partner"), we respectfully submit below the General Partner's responses to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") in a comment letter dated November 7, 2005 (the "Third Letter") to Daniel R. McAuliffe, Chief Financial Officer of the General Partner. The General Partner responded to the Staff's first and second comment letters dated August 1, 2005 and August 26, 2005, by letters filed via EDGAR dated August 23, 2005 and October 20, 2005 respectively. For your convenience, the Staff's comments in the Third Letter are indicated in italics, followed by the General Partner's response.
Form 10-K for the fiscal year ended December 31, 2004
Investment in the Partnership, page F-12
1. We note your response to prior comment 1 and your calculation that your investment in CMF Winton Master Fund, L.P. ("Winton Master Fund") exceeds the 20% significance level. Rule 3-09 of Regulation S-X is a rule that you are subject to as a filer under the Securities Exchange Act of 1934. As such, please amend your 2004 Form 10-K to include the financial statements of Winton Master Fund within your filing.
<PAGE>
Securities and Exchange Commission December 14, 2005 Page 2
Form 10-Q for the Quarter Ended March 31, 2005 ----------------------------------------------
2. We note your response to prior comment 2 and reissue the same comment for reasons described above. Please confirm that you will include the financial statements of Campbell Master Fund in your Form 10-K for the year ended December 31, 2005 and other future filings, as appropriate.
The general partner will today file an amended Form 10-K for the fiscal year ended December 31, 2004 that includes the financial statements of the Winton Master Fund.
The general partner intends to include the financial statements of the Campbell Master Fund in the Form 10-K for the year ended December 31, 2005 and other future filings as appropriate.
* * * *
Should you have any questions, please do not hesitate to contact the undersigned at (212) 728-8727.
Very truly yours,
/s/ Rita M. Molesworth
----------------------
Rita M. Molesworth
Show Raw Text
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<TYPE>CORRESP
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Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
December 14, 2005
Mail Stop 4561
--------------
VIA EDGAR AND FEDEX
-------------------
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Re: Smith Barney Diversified Futures Fund L.P. (the "Fund")
Form 10-K for the fiscal year ended December 31, 2004
Form 10-Q for the quarterly period ended March 31, 2005
File No. 0-26132
-------------------------------------------------------
Ladies and Gentlemen:
On behalf of Citigroup Managed Futures LLC, the general partner of the Fund (the
"General Partner"), we respectfully submit below the General Partner's responses
to the comments of the staff (the "Staff") of the Securities and Exchange
Commission (the "Commission") in a comment letter dated November 7, 2005 (the
"Third Letter") to Daniel R. McAuliffe, Chief Financial Officer of the General
Partner. The General Partner responded to the Staff's first and second comment
letters dated August 1, 2005 and August 26, 2005, by letters filed via EDGAR
dated August 23, 2005 and October 20, 2005 respectively. For your convenience,
the Staff's comments in the Third Letter are indicated in italics, followed by
the General Partner's response.
Form 10-K for the fiscal year ended December 31, 2004
Investment in the Partnership, page F-12
1. We note your response to prior comment 1 and your calculation that your
investment in CMF Winton Master Fund, L.P. ("Winton Master Fund") exceeds
the 20% significance level. Rule 3-09 of Regulation S-X is a rule that you
are subject to as a filer under the Securities Exchange Act of 1934. As
such, please amend your 2004 Form 10-K to include the financial statements
of Winton Master Fund within your filing.
<PAGE>
Securities and Exchange Commission
December 14, 2005
Page 2
Form 10-Q for the Quarter Ended March 31, 2005
----------------------------------------------
2. We note your response to prior comment 2 and reissue the same comment for
reasons described above. Please confirm that you will include the financial
statements of Campbell Master Fund in your Form 10-K for the year ended
December 31, 2005 and other future filings, as appropriate.
The general partner will today file an amended Form 10-K for the fiscal year
ended December 31, 2004 that includes the financial statements of the Winton
Master Fund.
The general partner intends to include the financial statements of the Campbell
Master Fund in the Form 10-K for the year ended December 31, 2005 and other
future filings as appropriate.
* * * *
Should you have any questions, please do not hesitate to contact the undersigned
at (212) 728-8727.
Very truly yours,
/s/ Rita M. Molesworth
----------------------
Rita M. Molesworth
Enclosure
cc: Steven Jacobs, Branch Chief
Daniel R. McAuliffe
Jennifer Magro
Sean McKee
Gabriel Acri
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