UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2009
CITIGROUP GLOBAL DIVERSIFIED FUTURES FUND L.P.
--------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 000-30455 13-4015586
- ------------------ -------------------- --------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
c/o Citigroup Managed Futures LLC
------------------------------------------
55 East 59th Street
-----------------------------------
New York, NY 10022
----------------------------
(Address and Zip Code of principal executive offices)
Registrant's telephone number, including area code: (212) 559-2011
--------------
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) The contemplated change in the ownership structure of Citigroup Managed
Futures LLC (the "General Partner"), the general partner of Citigroup Global
Diversified Futures Fund L.P. (the "Registrant"), as described in Item 8.01
below, will result in PricewaterhouseCoopers LLP ("PWC") not being independent
as required by Securities and Exchange Commission and Commodity Futures Trading
Commission rules. Therefore, on July 23, 2009, the Board of Directors of the
General Partner dismissed PWC as the registered public accounting firm for the
Registrant.
The audit report of PWC on the Registrant's financial statements as of and
for the most recent fiscal year (ending December 31, 2008) did not contain an
adverse opinion or a disclaimer of opinion, nor was it qualified or modified as
to uncertainty, audit scope or accounting principles. The audit report of PWC on
the effectiveness of internal control over financial reporting as of December
31, 2008 did not contain any adverse opinion or disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant's most recent fiscal year (ending December 31, 2008)
and during the period from the end of the most recently completed fiscal year
through the date of this Form 8-K, there were no disagreements between the
Registrant and PWC on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PWC, would have caused it
to make a reference to the subject matter thereof in its report on the financial
statements of the Registrant for such period. During the Registrant's most
recent fiscal year (ended December 31, 2008) and during the period from the end
of the most recently completed fiscal year through the date of this Form 8-K,
there were no "reportable events" (as defined in Regulation S-K Item
304(a)(1)(v)).
The General Partner, on behalf of the Registrant, has provided PWC with a
copy of the foregoing disclosures and has requested that PWC furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Registrant set forth above. A copy of
PWC's letter dated July 23, 2009 is filed as Exhibit 16.1 to this Form 8-K.
KPMG LLC ("KPMG") previously served as the Registrant's registered public
accounting firm until the Board of Directors of the General Partner, on behalf
of the Registrant, dismissed KPMG as of June 26, 2008. The audit reports of KPMG
on the Registrant's financial statements as of and for the fiscal years ending
December 31, 2007 and December 31, 2006 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. The audit reports of KPMG on management's
assessment of the effectiveness of internal control over financial reporting as
of
December 31, 2006 and the effectiveness of internal control over financial
reporting as of December 31, 2007 and 2006 did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. During the Registrant's fiscal years
ending December 31, 2007 and December 31, 2006 and during the period from
January 1, 2008 through July 1, 2008, there were no disagreements between the
Registrant and KPMG on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused it
to make a reference to the subject matter thereof in its report on the financial
statements of the Registrant for such periods. During the Registrant's fiscal
years ended December 31, 2007 and December 31, 2006 and during the period from
January 1, 2008 through July 1, 2008, there were no "reportable events" (as
defined in Regulation S-K Item 304(a)(1)(v)). A copy of KPMG's letter dated June
26, 2008 acknowledging KPMG's agreement with these statements, which was filed
as an exhibit to the Registrant's Form 8-K, filed July 1, 2008, is incorporated
by reference as Exhibit 16.2.
(b) On July 23, 2009, the Board of Directors of the General Partner, on
behalf of the Registrant, approved the engagement of Deloitte & Touche LLP
("Deloitte") as the independent registered public accounting firm for the
Registrant. During the Registrant's two most recent fiscal years (ended December
31, 2008 and December 31, 2007) and the interim period prior to engaging
Deloitte, neither the Registrant, the General Partner, nor anyone on their
behalf consulted Deloitte, on behalf of the Registrant, regarding the
application of accounting principles to a specified transaction (either
completed or proposed), the type of audit opinion that might be rendered on the
Registrant's financial statements, or any matter that was either the subject of
a "disagreement," as defined in Item 304(a)(1)(iv) of Regulation S-K and the
instructions thereto, or a "reportable event," as defined in Item 304(a)(1)(v)
of Regulation S-K.
Item 8.01 Other Events.
On June 1, 2009, Morgan Stanley ("Morgan Stanley") and Citigroup, Inc.
("Citigroup") entered into a joint venture that combined Morgan Stanley's Global
Wealth Management Group and the Smith Barney division of Citigroup Global
Markets Inc., the Registrant's commodity broker and a selling agent for the
Registrant. The joint venture created Morgan Stanley Smith Barney Holdings LLC
("MSSB Holdings"). MSSB Holdings owns Morgan Stanley Smith Barney LLC ("MSSB"),
a newly registered non-clearing futures commission merchant and a member of the
National Futures Association. MSSB will act as an additional selling agent for
the Registrant. In addition and subject to the receipt of the necessary
governmental and third-party approvals, it is expected that on or about August
1, 2009, the General Partner will be transferred to MSSB Holdings. Following the
transfer, MSSB Holdings, rather than Citigroup Global Markets Holdings Inc.,
will own the General Partner. Morgan Stanley and Citigroup will have indirect
ownership interests in the General Partner of 51% and 49%, respectively.
It is anticipated that General Partner will remain the general partner of
the Registrant. The General Partner believes that the transfer will have no
material impact on the operation of the Registrant or its limited partners.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
- ----------- -----------
16.1 Letter dated July 23, 2009 from PricewaterhouseCoopers LLP to
the Securities and Exchange Commission regarding the disclosure
contained in Item 4.01 of this report on Form 8-K.
16.2 Letter dated June 26, 2008 from KPMG LLP to the Securities and
Exchange Commission is incorporated by reference to Exhibit 16.1
to the Registrant's Form 8-K, filed on July 1, 2008.
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 hereunto duly authorized.
CITIGROUP GLOBAL DIVERSIFIED FUTURES FUND L.P.
By: Citigroup Managed Futures LLC, General Partner
By /s/ Jerry Pascucci
------------------------------------------
Jerry Pascucci
President and Director
By /s/ Jennifer Magro
------------------------------------------
Jennifer Magro
Chief Financial Officer and Director
Date: July 23, 2009