Emerging Cta Portfolio 10-Q 2008 Q3 Quarterly report

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 September 30, 2008

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 Number0-53211

CITIGROUP EMERGING CTA PORTFOLIO L.P.

(Exact name of registrant as specified in its charter)

New York	04-3768983
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.	)

c/o Citigroup Managed Futures LLC
55 East 59^th Street – 10th Floor
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.

YesX   No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions of “large accelerated filer” and “accelerated filer” in Rule12b-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 inRule 12b-2 of the Exchange Act).

Yes   NoX

As of October 31, 2008, 118,562.5031 Limited Partnership Redeemable Units were outstanding.

CITIGROUP EMERGING CTA PORTFOLIO L.P.

FORM 10-Q

INDEX

			Page
			Number
PART I - Financial Information:
	Item 1.	Financial Statements:
		Statements of Financial Condition at September 30, 2008 and December 31, 2007 (unaudited)	3
		Schedules of Investments at September 30, 2008 and December 31, 2007 (unaudited)	4 – 5
		Statements of Income and Expenses and Partners’ Capital for the three and nine months ended September 30, 2008 and 2007 (unaudited)	6
		Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 (unaudited)	7
		Notes to Financial Statements (unaudited)	8 – 14
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15 – 18
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19 – 21
	Item 4T.	Controls and Procedures	22
PART II - Other Information			23 – 27

2

PART I

Item 1. Financial Statements

Citigroup Emerging CTA Portfolio L.P.
Statements of Financial Condition
(Unaudited)

			��
	September 30,		December 31,
	2008		2007
Assets:
Investment in Partnerships, at fair value	$	44,520,125	$	49,148,276
Equity in commodity futures trading account:
Cash		115,865,664		85,365,113
Cash margin		4,068,495		6,001,767
Net unrealized appreciation on open futures contracts		801,582		768,934
Unrealized appreciation on open forward contracts		9,251,282		—
Commodity options owned, at fair value (cost $569,600 and $0 in 2008 and 2007, respectively)		21,056		—
		174,528,204		141,284,090
Distribution receivable		40,587		123,175
Interest receivable		106,394		229,609
Total assets	$	174,675,185	$	141,636,874
Liabilities and Partners’ Capital:
Liabilities:
Unrealized depreciation on open forward contracts	$	9,173,712	$	—
Accrued expenses:
Brokerage commissions		482,713		397,113
Management fees		274,971		226,201
Administrative fees		68,743		56,550
Incentive fees		570,225		340,069
General Partner incentive fees		471,602		166,156
Other		36,214		35,699
Redemptions payable		1,812,346		1,481,282
Total liabilities		12,890,526		2,703,070
Partners’ Capital:
General Partner, 129.0000 Unit equivalents outstanding in 2008 and 2007, respectively		171,205		162,796
Limited Partners, 121,772.5513 and 109,962.8591 Redeemable Units of Limited Partnership Interest outstanding in 2008 and 2007, respectively		161,613,454		138,771,008
Total partners’ capital		161,784,659		138,933,804
Total liabilities and partners’ capital	$	174,675,185	$	141,636,874

See accompanying notes to financial statements.

3

Citigroup Emerging CTA Portfolio L.P.
Schedule of Investments
September 30, 2008
(Unaudited)

				% of Partners’
	Fair Value			Capital
Futures Contracts Purchased
Currencies	$	54,996			0.03	%
Energy		(3,818	)		(0.00	)*
Grains		(4,260	)		(0.00	)*
Indices		3,340			0.00	*
Interest Rates U.S		(14,605	)		(0.01	)
Interest Rates Non-U.S		228,229			0.14
Livestock		(1,560	)		(0.00	)*
Metals		(4,220	)		(0.00	)*
Total futures contracts purchased		258,102			0.16
Futures Contracts Sold
Currencies		40,424			0.03
Energy		(456,781	)		(0.28	)
Grains		85,884			0.05
Indices		482,036			0.30
Interest Rates U.S		87,594			0.05
Interest Rates Non-U.S		(5,157	)		(0.00	)*
Livestock		8,400			0.01
Metals		101,665			0.06
Softs		199,415			0.12
Total futures contracts sold		543,480			0.34
Net unrealized appreciation on open futures contracts		801,582			0.50
Unrealized Appreciation on Open Forward Contracts
Currencies		2,375,215			1.47
Metals		6,876,067			4.25
Total unrealized appreciation on open forward contracts		9,251,282			5.72
Unrealized Depreciation on Open Forward Contracts
Currencies		(2,096,157	)		(1.30	)
Metals		(7,077,555	)		(4.37	)
Total unrealized depreciation on open forward contracts		(9,173,712	)		(5.67	)
Options Owned
Energy		21,056			0.01
Investment in Partnerships
CMF Altis Partners Master Fund LP		27,938,839			17.27
CMF Avant Master Fund LP		16,581,286			10.25
Total investment in Partnerships		44,520,125			27.52
Total fair value	$	45,420,333			28.08	%

* Due to rounding.

See accompanying notes to financial statements.

4

Citigroup Emerging CTA Portfolio L.P.
Schedule of Investments
December 31, 2007
(Unaudited)

				% of Partners’
	Fair Value			Capital
Futures Contracts Purchased
Currencies	$	(86,912	)		(0.06	)%
Energy		180,317			0.13
Grains		338,467			0.24
Indices		(200,924	)		(0.14	)
Interest Rates U.S		81,347			0.06
Interest Rates Non-U.S		12,250			0.01
Metals		129,384			0.09
Softs		136,696			0.10
Total futures contracts purchased		590,625			0.43
Futures Contracts Sold
Currencies		(36,451	)		(0.03	)
Energy		(11,570	)		(0.01	)
Grains		10,650			0.01
Indices		72,037			0.05
Interest Rates Non-U.S		146,485			0.10
Livestock		22,850			0.02
Metals		(5,967	)		(0.00	)*
Softs		(19,725	)		(0.01	)
Total futures contracts sold		178,309			0.13
Net unrealized appreciation on open futures contracts		768,934			0.56
Investment in Partnerships
CMF Altis Partners Master Fund LP		27,651,093			19.90
CMF Avant Master Fund LP		21,497,183			15.47
Total investment in Partnerships		49,148,276			35.37
Total fair value	$	49,917,210			35.93	%

* Due to rounding.

See accompanying notes to financial statements.

5

Citigroup Emerging CTA Portfolio L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Income:
Net gains (losses) on trading of commodity interests and investment in Partnerships:
Net realized gains (losses) on closed positions	$	1,013,993		$	(4,457,531	)	$	10,050,812		$	4,828,272
Change in net unrealized gains (losses) on open positions and investment in Partnerships		(9,463,820	)		(187,760	)		7,396,456			2,879,868
Gain (loss) from trading, net		(8,449,827	)		(4,645,291	)		17,447,268			7,708,140
Interest income		441,565			893,335			1,381,951			2,483,118
Total income (loss)		(8,008,262	)		(3,751,956	)		18,829,219			10,191,258
Expenses:
Brokerage commissions, including clearing fees of $88,275, $65,638, $206,220 and $180,082, respectively		1,520,144			1,187,817			4,356,109			3,174,382
Management fees		807,173			638,590			2,318,157			1,691,708
Administrative fees		201,793			159,647			585,018			422,925
Incentive fees		595,943			245,424			3,321,024			1,606,101
General Partner incentive fees		(561,639	)		(357,846	)		471,602			48,461
Other		87,071			17,768			171,340			51,967
Total expenses		2,650,485			1,891,400			11,223,250			6,995,544
Net income (loss)		(10,658,747	)		(5,643,356	)		7,605,969			3,195,714
Additions — Limited Partners		15,300,000			19,945,000			37,831,000			64,300,000
Redemptions — Limited Partners		(6,496,530	)		(12,303,543	)		(22,586,114	)		(23,907,579	)
Net increase (decrease) in Partners’ Capital		(1,855,277	)		1,998,101			22,850,855			43,588,135
Partners’ Capital, beginning of period		163,639,936			123,101,793			138,933,804			81,511,759
Partners’ Capital, end of period	$	161,784,659		$	125,099,894		$	161,784,659		$	125,099,894
Net Asset Value per Unit (121,901.5513 and 101,447.2601 Units outstanding at September 30, 2008 and 2007, respectively)	$	1,327.17		$	1,233.15		$	1,327.17		$	1,233.15
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent	$	(89.66	)	$	(57.32	)	$	65.19		$	33.81

See accompanying notes to financial statements.

6

Citigroup Emerging CTA Portfolio L.P.
Statements of Cash Flows
(Unaudited)

	Nine Months Ended
	September 30,
	2008			2007
Cash flows from operating activities:
Net income (loss)	$	7,605,969		$	3,195,714
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Purchases of investment in Partnerships		(10,745,000	)		(25,311,333	)
Proceeds from sale of investment in Partnerships		23,290,522			7,532,139
Net change in unrealized (appreciation) depreciation on investment in Partnerships		(7,917,371	)		(1,603,407	)
(Increase) decrease in cash margin		1,933,272			1,589,860
(Increase) decrease in net unrealized appreciation on open futures contracts		(32,648	)		(1,277,056	)
(Increase) decrease in unrealized appreciation on open forward contracts		(9,251,282	)		210,797
(Increase) decrease in commodity options owned, at fair value		(21,056	)		—
(Increase) decrease in distribution receivable		82,588			—
(Increase) decrease in interest receivable		123,215			(47,477	)
Increase (decrease) in unrealized depreciation on open forward contracts		9,173,712			(210,195	)
Accrued expenses:
Increase (decrease) in brokerage commissions		85,600			143,387
Increase (decrease) in management fees		48,770			81,694
Increase (decrease) in administrative fees		12,193			20,424
Increase (decrease) in incentive fees		230,156			(17,003	)
Increase (decrease) in General Partner incentive fees		305,446			(85,498	)
Increase (decrease) in other		515			10
Net cash provided by (used in) operating activities		14,924,601			(15,777,944	)
Cash flows from financing activities:
Proceeds from additions — Limited Partners		37,831,000			64,300,000
Payments for redemptions — Limited Partners		(22,255,050	)		(18,477,669	)
Net cash provided by (used in) financing activities		15,575,950			45,822,331
Net change in cash		30,500,551			30,044,387
Cash, at beginning of period		85,365,113			44,215,387
Cash, at end of period	$	115,865,664		$	74,259,774

See accompanying notes to financial statements.

7

Citigroup Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

1.   General:

Citigroup Emerging CTA Portfolio L.P. (the “Partnership”) is a limited partnership which was organized on July 7, 2003 under the partnership laws of the State of New York to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options, swaps and forward contracts. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk.

Between December 1, 2003 (commencement of the offering period) and August 5, 2004, 20,872 redeemable units of Limited Partnership Interest (“Redeemable Units”) were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until August 6, 2004, at which time they were remitted to the Partnership for trading. The Partnership is authorized to sell 100,000 units and continues to offer Redeemable Units.

Citigroup Managed Futures LLC, a Delaware Limited Liability Company, is the Partnership’s general partner and commodity pool operator (the “General Partner”). 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 September 30, 2008, all trading decisions are made by its trading advisors either directly, through individually managed accounts, or indirectly, through investments in other collective investment vehicles.

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 statement of the Partnership’s financial condition at September 30, 2008 and December 31, 2007, the results of its operations and changes in partners’ capital for the three and nine months ended September 30, 2008 and 2007, and cash flows for the nine months ended September 30, 2008 and 2007. 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 onForm 10-12G filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2007 filed on April 30, 2008 as amended on May 21, 2008.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates.

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.

8

Citigroup Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

2.   Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and nine months ended September 30, 2008 and 2007 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Net realized and unrealized gains (losses)*	$	(84,15	)	$	(59.34	)	$	111.55		$	47.63
Interest income		3.63			8.62			11.66			27.23
Expenses**		(9.14	)		(6.60	)		(58.02	)		(41.05	)
Increase (decrease) for the period		(89.66	)		(57.32	)		65.19			33.81
Net Asset Value per Redeemable Unit, beginning of period		1,416.83			1,290.47			1,261.98			1,199.34
Net Asset Value per Redeemable Unit, end of period	$	1,327.17		$	1,233.15		$	1,327.17		$	1,233.15

*  Includes brokerage commissions.

** Excludes brokerage commissions.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Ratios to Average Net Assets:***
Net investment income (loss) before incentive fees****		(5.5	)%		(3.6	)%		(5.2	)%		(3.6	)%
Operating expense		6.5	%		6.5	%		6.4	%		6.7	%
Incentive fees		—	%		(0.1	)%		2.5	%		1.6	%
Total expenses		6.5	%		6.4	%		8.9	%		8.3	%
Total return:
Total return before incentive fees		(6.3	)%		(4.5	)%		7.6	%		4.2	%
Incentive fees		—	%		0.1	%		(2.4	)%		(1.4	)%
Total return after incentive fees		(6.3	)%		(4.4	)%		5.2	%		2.8	%

***  Annualized (other than incentive fees).

**** Interest income less total expenses.

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.

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 results of the Partnership’s trading activities are shown in the Statements of Income and Expenses and Partners’ Capital.

9

Citigroup Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

The customer agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair values of these interests during the nine and twelve months ended September 30, 2008 and December 31, 2007, based on a monthly calculation, were $2,275,699 and $1,770,338, respectively. The fair values of these commodity interests, including options and swaps thereon, if applicable, at September 30, 2008 and December 31, 2007, were $900,208 and $768,934, 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 values deemed appropriate by the General Partner.

Brokerage commissions are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions.

4.   Fair Value Measurements:

Investments.  All commodity interests (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included in equity in commodity futures trading account. Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income and Expenses and Partners’ Capital.

Fair Value Measurements.  The Partnership adopted Statements of Financial Accounting Standards No. 157,Fair Value Measurements(“SFAS 157”) as of January 1, 2008. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This statement establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership did not apply the deferral allowed by FASB Staff PositionsNo. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

The Partnership considers prices for exchange traded commodity futures and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). Investment in partnerships (other commodity pools) where there are no other rights or obligations inherent within the ownership interest held by the Partnership are priced based on the end of the day net asset value (Level 2). The value of the Partnership’s investments in partnerships reflects its proportional interest in the partnerships. As of September 30, 2008, the Partnership did not hold any derivative instruments that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

10

Citigroup Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

			Quoted Prices in
			Active Markets		Significant Other		Significant
			for Identical		Observable Inputs		Unobservable Inputs
	9/30/2008		Assets (Level 1)		(Level 2)		(Level 3)
Assets
Futures	$	801,582	$	801,582	$	—	$	—
Forwards		9,251,282		—		9,251,282		—
Options owned		21,056		21,056		—		—
Investment in Partnerships		44,520,125		—		44,520,125		—
Total assets	$	54,594,045	$	822,638	$	53,771,407	$	—
Liabilities
Forwards	$	9,173,712	$	—	$	9,173,712	$	—
Total liabilities		9,173,712		—		9,173,712		—
Total fair value	$	45,420,333	$	822,638	$	44,597,695	$	—

5.   Investment in Partnerships:

On November 1, 2005, the assets allocated to Altis Partners Jersey Limited (“Altis”) for trading were invested in the CMF Altis Partners Master Fund L.P. (“Altis Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 4,898.1251 Units of Altis Master with cash equal to $4,196,275 and a contribution of open commodity futures and forward positions with a fair value of $701,851. Altis Master was formed to permit accounts managed now or in the future by Altis using the Global Futures Portfolio program, to invest together in one trading vehicle. The General Partner is also the general partner of Altis Master. Individual and pooled accounts currently managed by Altis, including the Partnership are permitted to be limited partners of Altis Master. The General Partner and Altis believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of investment in Altis Master are approximately the same and redemption rights are not affected.

On March 1, 2006 the assets allocated to Avant Capital Management L.P. (“Avant”) for trading were invested in the CMF Avant Master Fund L.P. (“Avant Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 8,177.1175 Units of Avant Master with cash equal to $6,827,887 and a contribution of open commodity futures and forwards positions with a fair value of $1,349,230. Avant Master was formed in order to permit accounts managed now or in the future by Avant using the Diversified Program, to invest together in one trading vehicle. The General Partner is also the general partner of Avant Master. Individual and pooled accounts currently managed by Avant, including the Partnership are permitted to be limited partners of Avant Master. The General Partner and Avant believe that trading through this structure should promote efficiency and economy in the trading process. Expenses to investors as a result of investment in Avant Master are approximately the same and redemption rights are not affected.

Altis Master’s and Avant Master’s (the “Funds”) trading of futures, forwards, swaps and options contracts, if applicable, on commodities is done primarily on United States of America commodity exchanges and foreign commodity exchanges. The Funds engage in such trading through commodity brokerage accounts maintained with CGM.

11

Citigroup Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

A 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 Redeemable Unit of Limited Partnership Interest as of the last day of a month after a request for redemption has been made to the General Partner at least 3 days in advance of month-end.

Management, administrative and incentive fees are charged at the Partnership level. 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 September 30, 2008 and December 31, 2007, the Partnership owned approximately 34.6% and 38.3%, respectively, of Altis Master. At September 30, 2008 and December 31, 2007, the Partnership owned approximately 30.8% and 34.3% of Avant Master. It is Altis’ and Avant’s intention to continue to invest the assets allocated to each by the Partnership in Altis Master and Avant Master, respectively. The performance of the Partnership is directly affected by the performance of the Funds.

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

	September 30, 2008
	Total Assets		Total Liabilities		Total Capital
Altis Master	$	84,411,771	$	3,555,108	$	80,856,663
Avant Master		70,390,528		16,633,570		53,756,958
Total	$	154,802,299	$	20,188,678	$	134,613,621

	December 31, 2007
	Total Assets		Total Liabilities		Total Capital
Altis Master	$	73,353,710	$	1,094,835	$	72,258,875
Avant Master		66,335,555		3,664,226		62,671,329
Total	$	139,689,265	$	4,759,061	$	134,930,204

12

Citigroup Emerging CTA Portfolio L.P.
Notes to Financial Statements
September 30, 2008
(Unaudited)

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

	September 30, 2008
	% of					For the three months ended September 30, 2008
	Partnership’s			Fair		Income			Expenses				Net			Investment		Redemption
Investment	Net Assets			Value		(Loss)			Commissions		Other		Income (Loss)			Objective		Permitted
CMF Altis Partners Master Fund LP		17.27	%	$	27,938,839	$	(5,322,193	)	$	18,880	$	3,102	$	(5,344,175	)		Commodity Portfolio		Monthly
CMF Avant Master Fund LP		10.25	%		16,581,286		(1,948,630	)		9,518		4,340		(1,962,488	)		Energy Markets		Monthly
Total				$	44,520,125	$	(7,270,823	)	$	28,398	$	7,442	$	(7,306,663	)

	September 30, 2008
	% of					For the nine months ended September 30, 2008
	Partnership’s			Fair		Income		Expenses				Net		Investment		Redemption
Investment	Net Assets			Value		(Loss)		Commissions		Other		Income (Loss)		Objective		Permitted
CMF Altis Partners Master Fund LP		17.27	%	$	27,938,839	$	6,341,827	$	50,235	$	10,152	$	6,281,440		Commodity Portfolio		Monthly
CMF Avant Master Fund LP		10.25	%		16,581,286		1,602,484		36,559		12,582		1,553,343		Energy Markets		Monthly
Total				$	44,520,125	$	7,944,311	$	86,794	$	22,734	$	7,834,783

	December 31, 2007
	% of					For the three months ended September 30, 2007
	Partnership’s			Fair		Income			Expenses				Net			Investment		Redemption
Investment	Net Assets			Value		(Loss)			Commissions		Other		Income (Loss)			Objective		Permitted
CMF Altis Partners Master Fund LP		19.90	%	$	27,651,093	$	(833,921	)	$	20,946	$	3,654	$	(858,521	)		Commodity Portfolio		Monthly
CMF Avant Master Fund LP		15.47	%		21,497,183		(1,310,577	)		31,258		3,016		(1,344,851	)		Energy Markets		Monthly
Total				$	49,148,276	$	(2,144,498	)	$	52,204	$	6,670	$	(2,203,372	)

	December 31, 2007
	% of					For the nine months ended September 30, 2007
	Partnership’s			Fair		Income			Expenses				Net			Investment		Redemption
Investment	Net Assets			Value		(Loss)			Commissions		Other		Income (Loss)			Objective		Permitted
CMF Altis Partners Master Fund LP		19.90	%	$	27,651,093	$	3,186,605		$	51,526	$	10,219	$	3,124,860			Commodity Portfolio		Monthly
CMF Avant Master Fund LP		15.47	%		21,497,183		(1,441,159	)		68,584		11,710		(1,521,453	)		Energy Markets		Monthly
Total				$	49,148,276	$	1,745,446		$	120,110	$	21,929	$	1,603,407

6.   Financial Instrument Risks:

In the normal course of its business, the Partnership and the Funds are 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

13

Citigroup Emerging CTA Portfolio L.P.
September to Financial Statements
September 30, 2008
(Unaudited)

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 Partnership and 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. The Partnership is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

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 and the Funds’ 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 and the Funds have credit risk and concentration risk because the sole counterparty or broker with respect to the Partnership’s and the Funds’ assets is CGM.

As both a buyer and seller of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership does not consider these contracts to be guarantees as described in FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees” (“FIN 45”).

The General Partner monitors and controls the Partnership’s and the 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 and the 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 the inception date. However, due to the nature of the Partnership’s and the Funds’ businesses, these instruments may not be held to maturity.

14

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

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its only assets are its (i) investment in Partnerships (ii) equity in commodity futures trading account consisting of cash, net unrealized appreciation on open futures contracts, unrealized appreciated on open forward contracts, commodity options owned at fair value, and (iii) distribution and interest receivables. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership, through its direct investment and investment in other partnerships. While substantial losses could lead to a material decrease in liquidity, no such losses occurred in the third quarter of 2008.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by gains or losses on trading and by expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the nine months ended September 30, 2008, Partnership capital increased approximately 16.5% from $138,933,804 to $161,784,659. This increase was attributable to net income from operations of $7,605,969 coupled with additional sales of 28,446.1858 Redeemable Units of Limited Partnership totaling $37,831,000, which was partially offset by the redemption of 16,636.4936 Redeemable Units of Limited Partnership Interest resulting in an outflow of $22,586,114. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

Use of Estimates.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from these estimates.

Investments.  All commodity interests (including derivative financial instruments and derivative commodity instruments) are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described below) at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the measurement date. Gains or losses are realized when contracts are liquidated. Unrealized gains or losses on open contracts are included in equity in commodity futures trading account. Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income and Expenses and Partners’ Capital.

Fair Value Measurements.  For disclosures related to fair value measurements pursuant to SFAS 157, refer to note 4 in the notes to financial statements.

15

Forward Foreign Currency Contracts.  Foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for anagreed-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 gains (losses) 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.

Income Taxes.  Income taxes have not been provided as each partner is individually liable for the taxes, if any, on their share of the Partnership’s income and expenses.

In 2007, the Partnership adopted 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 with respect to tax at the partnership level not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the nine months ended September 30, 2008 and that no provision for income tax is required in the Partnership’s financial statements.

The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States – 2004.

Recent Accounting Pronouncements.  On March 19, 2008, Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (FAS 161). FAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. The application of FAS 161 is required for fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. The standard expands the disclosure requirements for derivatives and hedged items and has no impact on how the Partnership accounts for derivatives (the Partnership does not have hedged items). Management is evaluating the enhanced disclosure requirements and does not believe that there will be any material impact on the financial statement disclosures.

16

Results of Operations

During the Partnership’s third quarter of 2008, the Net Asset Value per Redeemable Unit decreased approximately 6.3% from $1,416.83 to $1,327.17 as compared to a decrease of approximately 4.4% in the third quarter of 2007. The Partnership experienced a net trading loss (comprised of realized gains (losses) on closed positions and changes in unrealized gains (losses) on open positions and investment in Partnerships) before brokerage commissions and related fees in the third quarter of 2008 of $8,449,827. Losses were primarily attributed to the trading in energy, grains, non-U.S. interest rates, metals and softs and were partially offset by gains in currencies, U.S. interest rates, livestock, indices and lumber. The Partnership experienced a net trading loss (comprised of realized gains (losses) on closed positions and changes in unrealized gains (losses) on open positions and investment in Partnerships) before brokerage commissions and related fees in the third quarter of 2007 of $4,645,291. Losses were primarily attributed to the trading in currencies, energy, non-U.S. interest rates, livestock, metals and softs and were partially offset by gains in grains, U.S. interest rates and lumber.

The third quarter of 2008 finished with one of the most unstable and volatile months in the history of the U.S. financial markets. During the quarter, the world’s credit markets virtually seized up, commodity prices plunged and most major equity indices declined significantly, while some of the largest U.S. financial institutions were under pressure. High volatility across most market sectors was a manifestation of investor fears and anxiety. The lingering but still powerful effect of the housing and sub-prime credit crisis continued to wreak havoc on Wall Street, while generating social and political acrimony across the U.S. as the nation debated the cost and merit of the government’s policy response. Amid these events, the Partnership suffered small losses for the quarter from energy and agricultural commodities.

Slowing economic conditions around the globe and record high prices in many markets raised concerns that demand for energies and other raw materials would fall. Crude prices reached a new record high in mid-July on supply threats in Nigeria and Brazil and raised tensions over the Iranian nuclear program. However, the subsequent correction was severe, with prices falling around fifteen percent from intra-month highs. Losses were taken most notably in July during the initial reversal and continued throughout the quarter. In grains, losses were realized in corn positions as prices declined in connection to demand for ethanol. Prices in the soybean complex also fell sharply in July as near-perfect weather improved crop conditions and averted potential supply disruptions.

Profits generated from trading equity indices and currencies only partially offset losses for the quarter. Equity markets gyrated wildly as market participants waited on a bailout plan from the Congress to buy risky mortgage securities directly from banks. Short positions in global equity indices provided gains for the Partnership. In currency markets, the U.S. dollar rose considerably against the British Pound, Euro, and Swiss Francs to its highest levels in August amid interesting developments in the divergence of the European and U.S. economies, which resulted in gains.

During the Partnership's nine months ended September 30, 2008, the Net Asset Value per Redeemable Unit increased approximately 5.2% from $1,261.98 to $1,327.17 as compared to an increase of approximately 2.8% during the nine months ended September 30, 2007. The Partnership experienced a net trading gain (comprised of realized gains (losses) on closed positions and changes in unrealized gains (losses) on open positions and investment in Partnerships) before brokerage commissions and related fees for the nine months ended September 30, 2008 of $17,447,268. Gains were primarily attributed to the trading in currencies, energy, grains, U.S. interest rates, metals, softs, indices and lumber and were partially offset by losses in non-U.S. interest rates and livestock. The Partnership experienced a net trading gain (comprised of realized gains (losses) on closed positions and changes in unrealized gains (losses) on open positions and investment in Partnerships) before brokerage commissions and related fees for the nine months ended September 30, 2007 of $7,708,140. Gains were primarily attributed to the trading in grains, U.S. and non-U.S. interest rates, metals, stock indices and lumber were partially offset by losses in commodity indices, currencies, energy, 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 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 expects to increase capital through operations.

Interest income is earned on 100% of the Partnership’s average daily equity maintained in cash in its account during each month at a30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on3-month U.S. Treasury bills maturing in 30 days from the date on which such weekly rate is

17

determined. CGM may continue to maintain the Partnership’s assets in cashand/or place all of the Partnership’s assets in90-day Treasury bills and pay the Partnership 100% of the interest earned on Treasury bills purchased. Interest income for the three and nine months ended September 30, 2008 decreased by $451,770 and $1,101,167, respectively, as compared to the corresponding periods in 2007. The decrease is due to lower U.S. Treasury bill rates for the Partnership when compared to the corresponding periods in 2007. The interest earned at the investment in Partnerships level is included in the Partnership’s share of overall net income (loss) allocated from the Funds.

Brokerage commissions are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Brokerage commissions and fees for the three and nine months ended September 30, 2008 increased by $332,327 and $1,181,727, respectively, as compared to the corresponding periods in 2007. The increase in brokerage commissions and fees is primarily due to an increase in the number of trades during the three and nine months ended September 30, 2008, as compared to the corresponding periods in 2007.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Management fees for the three and nine months ended September 30, 2008 increased by $168,583 and $626,449, respectively, as compared to the corresponding periods in 2007. The increase of management fees is due to an increase in net assets during the three and nine months ended September 30, 2008, as compared to the corresponding periods in 2007.

Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Administrative fees for the three and nine months ended September 30, 2008 increased by $42,146 and $162,093, respectively, as compared to the corresponding periods in 2007. The increase in administrative fees is due to an increase in net assets during the three and nine months ended September 30, 2008, as compared to the corresponding periods in 2007.

Incentive fees paid by the Partnership are based on the new trading profits generated by each Advisor at the end of the quarter, as defined in the management agreements between the Partnership, the General Partner and each Advisor. Trading performance for the three and nine months ended September 30, 2008 resulted in incentive fees of $34,304 and $3,792,626, respectively. Trading performance for the three months ended September 30, 2007, resulted in an accrual incentive fee reversal of $112,422. Trading performance for the nine months ended September 30, 2007 resulted in incentive fees of $1,654,562.

18

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

The Partnership and the Funds are speculative commodity pools. The market sensitive instruments held by the Partnership and the Funds are acquired for speculative trading purposes, and all or substantially all of the Partnership’s and 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 Partnership’s and the Funds’ main lines of business.

Market movements result in frequent changes in the fair value of the Partnership’s and the Funds’ open positions and, consequently, in its earnings and cash flow. The Partnership’s and 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 fair value of financial instruments and contracts, the diversification effects among the Partnership’s and the Funds’ open positions and the liquidity of the markets in which it trades.

The Partnership and the Funds rapidly acquire(s) and liquidate(s) 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 Partnership’s and the Funds’ past performance is not necessarily indicative of their future results.

Value at Risk is a measure of the maximum amount which the Partnership and the Funds could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s and the Funds’ speculative trading and the recurrence in the markets traded by the Partnership and 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 Partnership’s and 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 considered to constitute any assurance or representation that the Partnership’s and the Funds’ losses in any market sector will be limited to Value at Risk or by the Partnership’s and the Funds’ attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Partnership and the Funds 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 anyone-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.

19

The following tables indicate the trading Value at Risk associated with the Partnership’s investments and investments in other Partnerships by market category as of September 30, 2008 and the highest, lowest and average value during the three months ended September 30, 2008. All open position trading risk exposures of the Partnership and the Funds have been included in calculating the figures set forth below. As of September 30, 2008, the Partnership’s total capital was $161,784,659. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-12G for the year ended December 31, 2007 filed on April 30, 2008 as amended on May 21, 2008.

September 30, 2008
(Unaudited)

						Three Months Ended September 30, 2008
	Value at		% of Total			High		Low		Average Value
Market Sector	Risk		Capital			Value at Risk		Value at Risk		at Risk*
Currencies:
-Exchange Traded Contracts	$	281,010		0.17	%	$	8,536,835	$	214,773	$	732,581
-OTC Contracts		179,846		0.11	%		614,138		91,424		2,079,678
Energy		371,342		0.23	%		3,061,824		33,050		1,165,103
Grains		87,900		0.05	%		437,600		16,200		167,130
Interest Rates U.S		314,954		0.20	%		1,041,450		230,400		648,658
Interest Rates Non -U.S		602,892		0.37	%		1,397,487		496,820		1,125,743
Livestock		19,960		0.01	%		68,100		13,640		52,813
Metals
-Exchange Traded Contracts		77,500		0.05	%		350,300		66,375		123,358
-OTC Contracts		76,732		0.05	%		818,192		39,114		174,965
Softs		232,980		0.14	%		544,557		222,847		305,154
Indices		1,417,573		0.88	%		2,887,477		418,110		1,369,014
Total	$	3,662,689		2.26	%

* Average month-end Values at Risk

20

As of September 30, 2008, Altis Master’s total capital was $80,856,663. The Partnership owned approximately 34.6% of Altis Master.

September 30, 2008
(Unaudited)

						Three months ended September 30, 2008
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capital			Value at Risk		Value at Risk		Value at Risk*
Commodity Index	$	25,800		0.03	%	$	48,000	$	8,600	$	21,933
Currencies:
– Exchange Traded Contracts		1,276,045		1.58	%		2,133,841		1,106,800		1,353,718
Energy		1,594,771		1.97	%		4,105,253		524,150		1,422,792
Grains		776,014		0.96	%		1,668,316		415,944		665,706
Interest Rates U.S.		630,917		0.78	%		1,171,750		116,207		472,749
Interest Rates Non -U.S.		1,280,060		1.58	%		1,987,012		450,742		1,078,142
Livestock		272,900		0.34	%		299,700		108,120		191,567
Metals:
– Exchange Traded Contracts		430,747		0.53	%		1,429,880		267,830		658,079
– OTC Contracts		1,565,022		1.94	%		2,139,082		913,638		1,453,031
Softs		808,786		1.00	%		888,084		561,993		707,272
Indices		2,298,877		2.84	%		4,329,386		660,145		2,024,404
Lumber		46,200		0.06	%		63,100		26,700		39,767
Total	$	11,006,139		13.61	%

* Average month-end Values at Risk

As of September 30, 2008, Avant Master’s total capital was $53,756,958. The Partnership owned approximately 30.8% of Avant Master.

September 30, 2008
(Unaudited)

						Three months ended September 30, 2008
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capital			Value at Risk		Value at Risk		Value at Risk*
Energy	$	2,753,564		5.12	%	$	4,896,869	$	890,731	$	2,320,771
Totals	$	2,753,564		5.12	%

* Average of month-end Values at Risk

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Item 4T.   Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 (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 inRule 13a-15(e) and15d-15(e) under the Exchange Act) as of September 30, 2008 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’sinternal control over financial reportingis 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 U.S. 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 U.S. 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 September 30, 2008 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

22

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 Partnership’s Registration Statement on Form 10-12G filed on April 30, 2008 as amended on May 21, 2008 and on Form 10-Q for the quarter ended June 30, 2008.

Research Analyst Litigation

On September 30, 2008, the Court of Appeals for the Second Circuit vacated the District Court’s order granting class certification in the matter IN RE SALOMON ANALYST METROMEDIA. Thereafter, on October 1, 2008, the parties reached a settlement pursuant to which Citigroup will pay $35 million to members of the settlement class that purchased or otherwise acquired MFN securities during the class period. The settlement is subject to judicial approval. The proposed settlement amount is covered by existing litigation reserves.

Subprime-Mortgage-Related Litigation

     Citigroup Inc., Citigroup Global Markets Inc. and several current and former officers and directors, and numerous other financial institutions, have been named as defendants in a class action lawsuit filed on September 30, 2008, alleging violations of Sections 11, 12 and 15 of the Securities Act of 1933 arising out of offerings of Citigroup securities issued in 2006 and 2007. This action, LOUISIANA SHERIFFS’ PENSION AND RELIEF FUND v. CITIGROUP INC., et al., is currently pending in New York state court.

     Citigroup Global Markets Inc., along with numerous other firms, has been named as a defendant in several lawsuits by shareholders of Ambac Financial Group, Inc. for which CGMI underwrote securities offerings. These actions assert that CGMI violated Sections 11 and 12 of the Securities Act of 1933 arising out of allegedly false and misleading statements contained in the registration statements and prospectuses issued in connection with those offerings. Several of these actions have been consolidated under the caption IN RE AMBAC FINANCIAL GROUP, INC. SECURITIES LITIGATION, pending in the United States District Court for the Southern District of New York, and in which a consolidated amended class action complaint was filed on August 22, 2008.

     On September 12, 2008, defendants, including Citigroup Inc. and Citigroup Global Markets Inc., moved to dismiss the complaint in IN RE AMERICAN HOME MORTGAGE SECURITIES LITIGATION.

Auction Rate Securities-Related Litigation

     On September 19, 2008, MILLER v. CALAMOS GLOBAL DYNAMIC INCOME FUND, et al., which had been pending in the United States District Court for the Southern District of New York and in which Citigroup Global Markets Inc. had been named as a defendant, was voluntarily dismissed.

     On August 25, 2008, Lead Plaintiffs in IN RE CITIGROUP AUCTION RATE SECURITIES LITIGATION, pending in the United States District Court for the Southern District of New York, filed an amended consolidated class action complaint.

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     Citigroup Inc. and Citigroup Global Markets Inc., along with numerous other financial institutions, have been named as defendants in several lawsuits alleging that defendants artificially restrained trade in the market for auction rate securities in violation of the Sherman Act. These actions are (1) MAYOR AND CITY COUNCIL OF BALTIMORE, MARYLAND v. CITIGROUP INC., et al., and (2) MAYFIELD v. CITIGROUP INC., et al., and both are pending in the United States District Court for the Southern District of New York.

     On August 7, 2008, Citigroup reached a settlement with the New York Attorney General, the Securities and Exchange Commission, and other state regulatory agencies, pursuant to which Citigroup agreed to offer to purchase at par ARS that are not auctioning from all Citigroup individual investors, small institutions (as defined by the terms of the settlement), and charities that purchased ARS from Citigroup prior to February 11, 2008. In addition, Citigroup agreed to pay a $50 million fine to the State of New York and a $50 million fine to the other state regulatory agencies.

     A consolidated amended class action complaint was filed in IN RE MAT FIVE SECURITIES LITIGATION on October 2, 2008.

     On July 21, 2008, the Court approved the voluntary dismissal without prejudice of FERGUSON FAMILY TRUST v. FALCON STRATEGIES TWO LLC, et al.

     Citigroup and its administration and investment committees filed a motion to dismiss the purported class action complaint in LEBER v. CITIGROUP, INC., et al., on August 29, 2008. The motion is currently pending.

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Item 1A.   Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our Registration Statement on Form 10-12G filed on April 30, 2008 as amended on May 21, 2008 and on Form 10-Q for the quarter ended June 30, 2008.

In June 2008, several bills were proposed in the U.S. Congress in response to record energy and agricultural prices. Some of the pending legislation, if enacted, could limit trading by speculators in futures markets. Other potentially adverse regulatory initiatives could develop suddenly and without notice. At this time management is unable to determine the potential impact on the Partnership.

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

For the three months ended September 30, 2008 there were additional sales to Limited Partners of 11,342.2263 Redeemable Units of Limited Partnership totaling $15,300,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated there under.

Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests including futures contracts, options, forwards and swap contracts.

These units were purchased by accredited investors as defined in Regulation D. The following chart sets forth the purchases of Redeemable Units by the Partnership.

							(d) Maximum Number
					(c) Total Number of		(or Approximate
					Redeemable		Dollar Value) of
			(b) Average		Units Purchased		Redeemable Units
	(a) Total Number of		Price Paid per		as Part of		that May Yet Be
	Redeemable		Redeemable		Publicly Announced		Purchased Under the
Period	Units Purchased*		Unit**		Plans or Programs		Plans or Programs
July 1, 2008 – July 31, 2008		2,101.2362	$	1,314.94		N/A		N/A
August 1, 2008 – August 31, 2008		1,470.7513	$	1,306.26		N/A		N/A
September 1, 2008 – September 30, 2008		1,365.5717	$	1,327.17		N/A		N/A
		4,937.5592	$	1,315.74

* 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.

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

Item 3.   Defaults Upon Senior Securities.  None.

Item 4.   Submission of Matters to a Vote of Security Holders.  None.

Item 5.   Other Information. None.

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Item 6.   Exhibits

The exhibits required to be filed by Item 601 ofRegulation S-K are incorporated herein by reference to the exhibit index of the Registration Statement on Form 10-12G filed on April 30, 2008, as amended on May 21, 2008.

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.

CITIGROUP EMERGING CTA PORTFOLIO L.P.  

By:	Citigroup Managed Futures LLC (General Partner)
By:	/s/ Jerry Pascucci Jerry Pascucci President and Director
Date:	November 14, 2008
By:	/s/ Jennifer Magro Jennifer Magro Chief Financial Officer and Director
Date:	November 14, 2008

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