Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
January 4, 2008
Mail Stop 4561
VIA EDGAR AND FEDEX
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Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Attn: Jorge Bonilla
Senior Staff Accountant
Re: Smith Barney Warrington Fund L.P.
Form 10 - Response to SEC Comments
File No. 000-52603
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Ladies and Gentlemen:
On behalf of this firm's client, Smith Barney Warrington Fund L.P. (the
"Partnership"), I am transmitting herewith for filing with the Securities and
Exchange Commission (the "Commission") this letter in response to the Commission
Staff's comment letter dated November 9, 2007 (the "Letter") to the
Partnership's Registration Statement on Form 10 that was filed with the
Commission on April 30, 2007, as amended by Amendment No. 1 filed with the
Commission on October 18, 2007 (the "Registration Statement"). The following
responses are numbered to correspond to the numbering of the Letter. For your
convenience, the Staff's comments are indicated in italics, followed by the
response of Citigroup Managed Futures LLC, the general partner of the
Partnership (the "General Partner"). Page numbers in the headings refer to page
numbers in the Registration Statement filed with the Commission on October 18,
2007.
General
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1. We note that your response has been submitted and signed by your counsel.
Please provide on a separate letter from, and signed by an officer of, the
Company a statement acknowledging that:
o The company is responsible for the adequacy and accuracy of the
disclosures in the filings;
Smith Barney Warrington Fund L.P.
Page 2
o Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filings; and
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
A separate letter from, and signed by, an officer of the General Partner has
been filed along with this response letter.
Financial Statements and Notes
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Note 4 Trading Activities, page 51
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2. We note your disclosure that "Fair values for exchange traded commodity
futures and options are based on quoted market prices for those futures and
options." Please clarify if you have any contracts whose values are
determined based on models and other valuation methods or valuations made
in good faith by management. If applicable, tell us how you consider
expanding your disclosure to explain those valuation methods and providing
the disclosure required in FR-61 as it relates to your trading activities
in contracts that are not traded on an exchange.
All of the Partnership's trading is in exchange traded futures contracts.
The General Partner believes that the Partnership's disclosure complies with the
requirements of Regulation S-K, Item 303 and the Commission's statement
regarding Management's Discussion and Analysis of Financial Condition in FR-61
(January 22, 2002). The General Partner believes that the Partnership's current
disclosure provides both a "full explanation[], in plain English," and
disclosure that is "useful and understandable" in accordance with the guidelines
set forth in FR-61. In light of the above, the General Partner does not believe
that additional disclosure is necessary.
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Please feel free to call either the undersigned at (212) 728-8727 or Gabriel
Acri of this office at (212) 728-8833 with any questions.
Very truly yours,
/s/ Rita M. Molesworth
Rita M. Molesworth
cc: Jennifer Magro
Wilson K. Lee
Gabriel Acri
S