SMITH BARNEY AAA ENERGY FUND LP /NY
10-Q, 1999-08-12
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
Previous: PINE CAPITAL MANAGEMENT INC, 13F-HR, 1999-08-12
Next: FINANCIAL GROUP CONNECTION INC, 10QSB, 1999-08-12




                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                 (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

               OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 1999

Commission File Number 000-25921

                  SMITH BARNEY AAA ENERGY FUND L.P.
          (Exact name of registrant as specified in its charter)

         New York                            13-3823300
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              Identification No.)

                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)


                                 (212) 723-5424
              (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


<PAGE>


                        SMITH BARNEY AAA ENERGY FUND L.P.
                                    FORM 10-Q
                                      INDEX

                                                                      Page
                                                                     Number

PART I - Financial Information:

Item 1.  Financial Statements:

         Statement of Financial Condition
         at June 30, 1999 (unaudited) and
         December 31, 1998.                                            3

         Statement  of Income  and  Expenses  and  Partners'
         Capital  for the three  months  ended June 30, 1999
         and 1998,  the six months  ended June 30,  1999 and
         the period  from March 16,  1998  (commencement  of
         trading operations) to June 30, 1998 (unaudited).             4

         Notes to Financial Statements
         (unaudited).                                                5 - 10

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of
         Operations.                                                11 - 13

Item 3.  Quantitative and Qualitative
         Disclosures of Market Risk                                 14 - 15

PART II - Other Information                                           16

                                   2
<PAGE>

                                     PART I
                          Item 1. Financial Statements

                    Smith Barney AAA Energy Futures Fund L.P.
                        Statement of Financial Condition


                                                     June 30,      December 31,
                                                       1999            1998
                                                  -------------   ------------
Assets:                                           (Unaudited)

Equity in commodity futures trading account:
  Cash                                            $ 112,305,177    $70,049,894
  Net unrealized appreciation (depreciation)
   on open futures contracts                        (11,572,401)     6,718,299
  Net unrealized appreciation (depreciation)
   on open swaps contracts                           (1,662,177)       606,945
  Commodity options owned, at market value
   (cost $4,024,255 and
   $8,098,837, respectively )                         3,900,460      6,443,285
                                                  -------------    -----------
                                                    102,971,059     83,818,423
Interest receivable                                     271,376        217,194
                                                  =============    ===========
                                                  $ 103,242,435    $84,035,617
                                                  =============    ===========

Liabilities and Partners' Capital:

Liabilities:
 Accrued expenses:
  Commissions                                     $     871,047    $   488,115
  Management fees                                       158,438        135,859
  Due Smith Barney                                            0            951
  Due Special Limited Partner                         3,486,559              0
  Other fees                                              6,142         29,536
Redemptions payable                                     169,045        118,433
Commodity options written, at market value
  (premium $4,777,220 and
  4,970,916, respectively )                           5,982,173      3,535,383
                                                  -------------    -----------

                                                     10,673,404      4,308,277
                                                  -------------    -----------
Partners' Capital:
  General Partner, 667.0550 Unit equivalents
    outstanding in 1999 and 1998, respectively          711,695        790,013
  Limited Partners, 63,889.5105 and 64,371.5518
    Units of Limited Partnership Interest
    outstanding in 1999 and 1998, respectively       91,272,986     76,237,395
  Special Limited Partner, 607.7128 and
    2,279.7128 Units of Limited Partnership
    Interest outstanding in 1999 and
    1998, respectively                                  584,350      2,699,932
                                                  -------------    -----------
                                                     92,569,031     79,727,340
                                                  -------------    -----------
                                                  $ 103,242,435    $84,035,617
                                                  =============    ===========

See Notes to Financial Statements.

                                                   3


<PAGE>

                        SMITH BARNEY AAA ENERGY FUND L.P.
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                      For the Period
                                                                                                     from March 16, 1998
                                                                                     Six Months      (commencement of
                                                         Three Months Ended            Ended         trading operations)
                                                              June 30,                 June 30,       to June 30,
                                                     -------------    -----------    ------------     -------------
                                                        1999              1998          1999              1998
                                                     ------------     -----------    ------------      ------------
<S>                                                      <C>               <C>            <C>              <C>
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains on closed positions                  $ 21,937,550    $    979,270    $ 45,281,610    $  1,119,847
  Change in unrealized gains/losses on open
   positions                                           (16,197,666)        904,780     (21,668,550)       (454,985)

                                                      ------------    ------------    ------------    ------------

                                                         5,739,884       1,884,050      23,613,060         664,862
Less, brokerage commissions including clearing fees
  of $371,086, $197,598, $653,514 and
  $216,839, respectively                                (2,980,672)     (1,654,195)     (5,226,343)     (1,940,673)

                                                      ------------    ------------    ------------    ------------

  Net realized and unrealized gains (losses)             2,759,212         229,855      18,386,717      (1,275,811)
  Interest income                                          884,384         622,319       1,649,412         712,618

                                                      ------------    ------------    ------------    ------------

                                                         3,643,596         852,174      20,036,129        (563,193)

                                                      ------------    ------------    ------------    ------------


Expenses:
  Management fee                                           491,633         325,726         925,525         368,288
  Organization expense                                        --              --              --            75,000
  Other                                                     11,550          14,591          28,398          16,783

                                                      ------------    ------------    ------------    ------------

                                                           503,183         340,317         953,923         460,071

                                                      ------------    ------------    ------------    ------------

  Net income (loss)                                      3,140,413         511,857      19,082,206      (1,023,264)
  Allocation to the Special Limited Partner               (451,206)           --        (3,486,559)           --
  Redemptions                                             (199,572)       (117,246)     (2,753,956)       (117,246)
  Additions - Limited Partner                                 --        15,473,000            --        15,473,000
            - General Partner                                 --           156,000            --           156,000

                                                      ------------    ------------    ------------    ------------

  Net increase in Partners' capital                      2,489,635      16,023,611      12,841,691      14,488,490

Partners' capital, beginning of period                  90,079,396      48,504,879      79,727,340      50,040,000

                                                      ------------    ------------    ------------    ------------

Partners' capital, end of period                      $ 92,569,031    $ 64,528,490    $ 92,569,031    $ 64,528,490
                                                      ------------    ------------    ------------    ------------

Net asset value per Unit
  (65,164.2783 and 66,044.4489 Units outstanding
  at June 30, 1999 and 1998, respectively)            $   1,420.55    $     977.05    $   1,420.55    $     977.05
                                                      ------------    ------------    ------------    ------------


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent        $      41.17    $       7.73    $     236.22    $     (22.95)
                                                      ------------    ------------    ------------    ------------
</TABLE>


See Notes to Financial Statements
                                                                    4



<PAGE>


                        SMITH BARNEY AAA ENERGY FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1999
                                   (Unaudited)

1. General:

     Smith  Barney  AAA  Energy  Fund  L.P.  (the  "Partnership")  is a  limited
partnership organized on January 5, 1998 under the partnership laws of the State
of New York to engage in the speculative  trading of a diversified  portfolio of
commodity interests, generally including commodity options and commodity futures
contracts  on  United  States  exchanges  and  certain  foreign  exchanges.  The
Partnership  may trade commodity  futures and options  contracts of any kind but
intends  initially  to trade  solely  energy and  energy  related  products.  In
addition,  the  Partnership  may enter  into swap  contracts  on energy  related
products.  The  commodity  interests  that are  traded  by the  Partnership  are
volatile and involve a high degree of market risk.

     Between  February 12, 1998  (commencement of the offering period) and March
15, 1998, 49,538 Units of limited  partnership  interest were sold at $1,000 per
Unit.  The proceeds of the offering  were held in an escrow  account until March
16, 1998, at which time they were turned over to the Partnership for trading.

     Smith  Barney  Futures  Management  Inc.  acts as the general  partner (the
"General  Partner") of the Partnership.  The  Partnership=s  commodity broker is
Salomon Smith Barney  Inc.("SSB").  SSB is an affiliate of the General  Partner.
The  General  Partner is wholly  owned by Salomon  Smith  Barney  Holdings  Inc.
("SSBH"),  which is the sole owner of SSB. SSBH is a wholly owned  subsidiary of
Citigroup  Inc. All trading  decisions are made by AAA Capital  Management  Inc.
(the "Advisor").

     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,  1999 and the  results  of its  operations  for the three
months ended June 30, 1999, and 1998, the six months ended June 30, 1999 and the
period  from March 16, 1998  (commencement  of trading  operations)  to June 30,
1998. These financial  statements  present the results of interim periods and do
not include all disclosures normally provided in annual financial statements. It
is suggested that these  financial  statements be read in  conjunction  with the
financial  statements and notes included in the  Partnership=s  annual report on
Form 10 filed with the  Securities  and Exchange  Commission  for the year ended
December 31, 1998.

                                   5
<PAGE>



         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.

                              6
<PAGE>



                        SMITH BARNEY AAA ENERGY FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)


2.       Net Asset Value Per Unit:

          Changes in net asset  value per Unit for the three  months  ended June
30, 1999 and 1998,  the six months ended June 30, 1999 and the period from March
16, 1998 (commencement of trading operations) to June 30, 1998.were as follows:

<TABLE>
<CAPTION>

                                                                    PERIOD FROM
                                                                   MARCH 16, 1998
                                                                  (commencement of
                                THREE-MONTHS ENDED    SIX MONTHS  trading operations0
                                        JUNE  30,          ENDED          TO
                                    1999      1998   JUNE 30, 1999 JUNE 30, 1998
                                 ----------- --------  ---------     ----------
<S>                                  <C>        <C>         <C>          <C>

Net realized and unrealized
 gains (losses)             $      42.23 $     3.46 $     278.39 $     (26.63)
Interest income                    13.55       9.41        25.12        11.21
Expenses                          (14.61)     (5.14)      (67.29)       (7.53)
                                ---------    -------    ---------    ---------

Increase (decrease) for
 Period                            41.17       7.73       236.22       (22.95)

Net Asset Value per Unit,
 Beginning of period            1,379.38     969.32     1,184.33     1,000.00
                                ---------    -------    ---------    ---------

Net Asset Value per Unit,
 End of Period              $   1,420.55 $   977.05 $   1,420.55 $     977.05
                                =========    =======    =========    =========

</TABLE>

                                   7

<PAGE>


13

                        SMITH BARNEY AAA ENERGY FUND L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

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
activity are shown in the statements of income and expenses.

         The  Customer  Agreement  between  the  Partnership  and SSB  gives the
Partnership the legal right to net unrealized gains and losses.

         All of the commodity  interests  owned by the  Partnership are held for
trading purposes. The fair value of these commodity interests, including options
and swaps  thereon,  if  applicable,  at June 30, 1999 and December 31, 1998 was
$(15,316,291)  and  $10,233,146  and the  average  fair value of months with net
gains was $2,014,881 and $6,022,877, respectively, and the average fair value of
months with net losses was $23,659,635 and $4,052,431,  respectively, during the
periods then ended, based on a monthly calculation.

4.       Financial Instrument Risk:

         The  Partnership  is party to financial  instruments  with  off-balance
sheet risk, including derivative financial  instruments and derivative commodity
instruments,  in the normal course of its business.  These financial instruments
may  include  forwards,  futures  and  options,  whose  value is  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.

                              8
<PAGE>



         Market risk is the  potential for changes in the value of the financial
instruments traded by the Partnership 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 Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts  recognized in the  statement of financial  condition and
not  represented  by the contract or notional  amounts of the  instruments.  The
Partnership has concentration  risk because the sole counterparty or broker with
respect  to the  Partnership's  assets  is SSB.  As of June 30,  1999,  the only
counterparties to the Partnership's swap contracts were Citibank,  N.A. which is
affiliated with the Partnership and Morgan Stanley Capital Group Inc.

         The General  Partner  monitors  and  controls  the  Partnership's  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
is 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 notional or  contractual  amounts of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments.

                              9

<PAGE>


         At  June  30,  1999,  the  notional  or  contractual   amounts  of  the
Partnership's commitment to purchase and sell these instruments was $429,118,029
and  $454,400,425,  respectively,  as detailed below.  All of these  instruments
mature  within  one year of June 30,  1999.  However,  due to the  nature of the
Partnership=s  business,  these instruments may not be held to maturity. At June
30, 1999, the fair value of the  Partnership=s  derivatives,  including  options
thereon, if applicable, was $(15,316,291), as detailed below.

                     JUNE 30, 1999
                  NOTIONAL OR CONTRACTUAL
                   AMOUNT OF COMMITMENTS
                TO PURCHASE     TO SELL        FAIR VALUE

Energy         $410,988,559   $434,804,650   $(13,273,464)
Energy Swaps     18,129,470     10,101,450     (1,662,177)
Indices                --        9,494,325       (380,650)
               ------------   ------------   ------------

Totals         $429,118,029   $454,400,425   $(15,316,291)
              =============  =============  ==============



         At  December  31,  1998,  the  notional or  contractual  amounts of the
Partnership's commitment to purchase and sell these instruments was $175,493,309
and  $151,251,090,  respectively,  and,  the  fair  value  of the  Partnership=s
derivatives,  including  options thereon,  if applicable,  was  $10,233,146,  as
detailed below.

                    DECEMBER 31,1998
                 NOTIONAL OR CONTRACTUAL
                 AMOUNT OF COMMITMENTS
                TO PURCHASE      TO SELL      FAIR VALUE

Energy         $160,941,944   $147,860,010   $ 9,604,751
Energy Swaps      9,818,065      3,391,080       606,945
Indices           4,733,300           --          21,450
               ------------   ------------   -----------

Totals         $175,493,309   $151,251,090   $10,233,156
               ============   ============   ===========


                                   10


<PAGE>


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 equity in its commodity futures trading account,  consisting
of cash and cash equivalents, net unrealized appreciation (depreciation) on open
futures and  forward  contracts,  commodity  options  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.  While substantial losses could lead to a substantial  decrease
in liquidity,  no such losses  occurred in the  Partnership's  second quarter of
1999.

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

        For the six months ended June 30, 1999,  Partnership  capital  increased
16.1% from  $79,727,340 to  $92,569,031.  This increase was  attributable to net
income from  operations of  $19,082,206  partially  offset by the  redemption of
2,154.0413 Units resulting in an outflow of $2,753,956.  Future  redemptions can
impact the amount of funds  available  for  investments  in  commodity  contract
position in subsequent periods.

Risk of Computer System Failure (Year 2000 Issue)

                  The Year 2000 issue is the  result of  existing  computers  in
many  businesses  using  only two digits to  identify a year in the date  field.
These  computers and programs,  often referred to as  "information  technology,"
were  designed  and  developed  without  considering  the impact of the upcoming
change in the century. If not corrected,  many computer  applications could fail
or create  erroneous  results at the Year 2000.  Such systems and  processes are
dependent on correctly identifying dates in the next century.

                  The  General   Partner   administers   the   business  of  the
Partnership through various systems and processes maintained by SSBH and SSB. In
addition, the operation of the Partnership is dependent on the capability of the
Partnership's  Advisors,  the brokers and  exchanges  through which the Advisors
trade, and other third parties to prepare adequately for the Year 2000 impact on
their  systems  and  processes.   The  Partnership  itself  has  no  systems  or
information technology applications relevant to its operations.

                  The General Partner,  SSB, SSBH and their parent  organization
Citigroup Inc. have  undertaken a  comprehensive,  firm-wide  evaluation of both

                         11
<PAGE>

internal and external  systems  (systems  related to third parties) to determine
the  specific  modifications  needed to prepare for the year 2000.  The combined
Year 2000 program in SSB is expected to cost approximately $140 million over the
four years from 1996 through 1999, and has involved over 450 people.  As of June
30, 1999, SSB has completed all compliance and certification work.

                  The systems and components  supporting  the General  Partner's
business that require  remediation  have been brought into Year 2000 compliance.
Final testing and certification was completed as of June 30, 1999.

                  This expenditure and the General Partner's resources dedicated
to the  preparation  for Year 2000 do not and will not have a material impact on
the operation or results of the Partnership.

                  The General Partner has received  statements from the Advisors
that they have completed their Year 2000 remediation program.

                  The most likely and most  significant  risk to the Partnership
associated  with the lack of Year  2000  readiness  is the  failure  of  outside
organizations,  including the commodities exchanges, clearing organizations,  or
regulators  with which the  Partnership  interacts  to  resolve  their Year 2000
issues in a timely  manner.  This risk could  involve the inability to determine
the value of the  Partnership  at some  point in time and would  make  effecting
purchases  or  redemptions  of Units in the  Partnership  infeasible  until such
valuation was determinable.

                  SSB has  successfully  participated in  industry-wide  testing
including:  The Streetwide  Beta Testing  organized by the  Securities  Industry
Association  (SIA),  a  government  securities  clearing  test with the  Federal
Reserve Bank of New York,  The  Depository  Trust  Company,  and The Bank of New
York,  and  Futures  Industry  Association  participants  test.  The  firm  also
participated in the streetwide testing that was conducted from March through May
1999.

                  It is possible that problems may occur that would require some
time to repair.  Moreover,  it is possible that problems will occur outside SSBH
for which SSBH could  experience  a  secondary  effect.  Consequently,  SSBH has
prepared comprehensive, written contingency plans so that alternative procedures
and a framework for critical  decisions are defined before any potential  crisis
occurs.

                  The  goal  of  year  2000  contingency  planning  is a set  of
alternate  procedures to be used in the event of a critical  system failure by a
supplier of  counterparty.  Planning  work was  completed in January  1999,  and
testing of  alternative  procedures  will be  completed  in the third and fourth
quarter of 1999.
                              12

<PAGE>

Results of Operations

         During the  Partnership's  second  quarter of 1999, the net asset value
per unit increased  3.0% from $1,379.38 to $1,420.55,  as compared to a increase
of 0.8% in the second quarter of 1998. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 1999
of  $5,739,884.  These  gains  were  primarily  attributable  to the  trading of
commodity futures in energy contracts. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 1998
of  $1,884,050.  Gains  were  primarily  attributable  to the  trading of energy
contracts.

          Commodity   futures   markets   are  highly   volatile.   Broad  price
fluctuations  and rapid  inflation  increase  the risks  involved  in  commodity
trading,  but also increase the possibility of profit.  The profitability of the
Partnership  depends on the  existence  of major price trends and the ability of
the  Advisors  to  identify  correctly  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  on 80% of the  Partnership's  daily  average  equity
maintained in cash was earned at a 30-day U.S.  Treasury  bill rate.  Determined
weekly  by SSB  based  on the  average  non-competitive  yield on  3-month  U.S.
Treasury bills maturing in 30 days. Interest income for the three and six months
ended June 30,  1999  increased  by  $262,065  and  $936,794,  respectively,  as
compared to the corresponding periods in 1998.

          Brokerage  commissions  are based on the number of trades  executed by
the Advisor.  Accordingly, they must be compared in relation to the fluctuations
in the  monthly  net asset  values.  Commissions  and fees for the three and six
months ended June 30, 1999 increased by $1,326,477 and $3,285,670, respectively,
as compared to the corresponding periods in 1998.

          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 and redemptions.  Management fees for the three and six months ended
June 30, 1999 increased by $165,907 and $557,237,  respectively,  as compared to
the corresponding periods in 1998.

                                   13

<PAGE>


17


Item. 3 Quantitative and Qualitative Disclosures of Market Risk

         The Partnership is a speculative  commodity pool. The market  sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's 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 main line of business.

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

         The  Partnership  rapidly  acquires and liquidates  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  past performance is not necessarily  indicative of its future
results.

         Value at Risk is a measure of the maximum amount which the  Partnership
could  reasonably  be expected to lose in a given market  sector.  However,  the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets  traded by the  Partnership  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  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
included in this section should not be considered to constitute any assurance or
representation  that the  Partnership's  losses  in any  market  sector  will be
limited to Value at Risk or by the  Partnership's  attempts to manage its market
risk.

                              14
<PAGE>



         The following table indicates the trading Value at Risk associated with
the  Partnership's  open  positions by market  category as of June 30, 1999. All
open position  trading risk exposures of the  Partnership  have been included in
calculating the figures set forth below. As of June 30, 1999, the  Partnership's
total  capitalization was $92,569,031.  There has been no material change in the
trading Value at Risk information  previously disclosed in the Form 10-K for the
year ended December 31, 1998.

             June 30, 1999

                               % of Total
Market Sector  Value at Risk  Capitalization

Energy         $16,625,489   $   17.96%
Energy Swaps     3,571,587        3.86%
Indices            216,900        0.23%
               -----------       ------

Total          $20,413,976       22.05%
               ===========       ======


                              15



<PAGE>


                                             PART II OTHER INFORMATION

Item 1.   Legal Proceedings

               For  information  concerning  a purported  class  action  against
          numerous  broker-dealers  including  Salomon  Smith  Barney,  see  the
          description that appears in the sixth paragraph under the caption Item
          3. "Legal  Proceedings"  on Form 10-K for the year ending December 31,
          1998. SSBH has filed a motion to dismiss the amended complaint

Item 2.   Changes in Securities and Use of Proceeds - None

Item 3.   Defaults Upon Senior Securities - None

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

Item 5.   Other Information - None

Item 6.  (a) Exhibits - None

         (b) Reports on Form 8-K - None

                                   16
<PAGE>



                           SIGNATURES
           Pursuant  to  the  requirements  of  Section  13 or  15  (d)  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.
SMITH BARNEY AAA ENERGY FUND L.P.


By:  Smith Barney Futures Management Inc.
           (General Partner)



By:  /s/ David J. Vogel, President
         David J. Vogel, President


Date:        8/13/99

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

By:  Smith Barney Futures Management Inc.
           (General Partner)



By:  /s/ David J. Vogel, President
         David J. Vogel, President


Date:        8/13/99



By     /s/ Daniel A. Dantuono
           Daniel A. Dantuono
           Chief Financial Officer and
           Director

Date:        8/13/99

                              17

<TABLE> <S> <C>

<ARTICLE>                                           5
<CIK>                                          0001057051
<NAME>                             Smith Barney AAA Energy Fund, L.P.

<S>                                                   <C>
<PERIOD-TYPE>                                       6-MOS
<FISCAL-YEAR-END>                                   DEC-31-1999
<PERIOD-START>                                      JAN-01-1999
<PERIOD-END>                                        JUN-30-1999
<CASH>                                                        112,305,177
<SECURITIES>                                                   (9,334,118)
<RECEIVABLES>                                                     271,376
<ALLOWANCES>                                                            0
<INVENTORY>                                                             0
<CURRENT-ASSETS>                                              103,242,435
<PP&E>                                                                  0
<DEPRECIATION>                                                          0
<TOTAL-ASSETS>                                                103,242,435
<CURRENT-LIABILITIES>                                          10,673,404
<BONDS>                                                                 0
                                                   0
                                                             0
<COMMON>                                                                0
<OTHER-SE>                                                     92,569,031
<TOTAL-LIABILITY-AND-EQUITY>                                  103,242,435
<SALES>                                                                 0
<TOTAL-REVENUES>                                               20,036,129
<CGS>                                                                   0
<TOTAL-COSTS>                                                           0
<OTHER-EXPENSES>                                                  953,923
<LOSS-PROVISION>                                                        0
<INTEREST-EXPENSE>                                                      0
<INCOME-PRETAX>                                                19,082,206
<INCOME-TAX>                                                            0
<INCOME-CONTINUING>                                                     0
<DISCONTINUED>                                                          0
<EXTRAORDINARY>                                                         0
<CHANGES>                                                               0
<NET-INCOME>                                                   19,082,206
<EPS-BASIC>                                                      236.22
<EPS-DILUTED>                                                           0


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission