SECURITIES AND EXCHANGE COMMISSION FORM POS AM Post-Effective amendments for registration statement Filing Date: 2008-04-22 SEC Accession No. 0001193125-08-085925 (HTML Version on secdatabase.com) FILER CITIGROUP DIVERSIFIED FUTURES FUND LP Business Address 390 GREENWICH STREET CIK:1209709| IRS No.: 134224248 7TH FLOOR Type: POS AM | Act: 33 | File No.: 333-117275 | Film No.: 08768043 NEW YORK NY 10013 SIC: 6798 Real estate investment trusts 2127235424 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on April 21, 2008 Registration No. 333-117275 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Citigroup Diversified Futures Fund L.P. (Exact name of registrant as specified in limited partnership agreement) New York 6799 13-4224248 (State of organization) (Primary Standard Industrial (I.R.S. Employer classification Code Number) Identification No.) CITIGROUP MANAGED FUTURES LLC General Partner 731 Lexington Avenue New York, New York 10022 (212) 559-2011 (Address and telephone number of principal executive office) RITA M. MOLESWORTH, ESQ. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, New York 10019-6099 (212) 728-8000 (Name, address and telephone number of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Pursuant to the provisions of Rule 429 under the Securities Act of 1933, this Registration Statement relates to Registration Statement No. 333-110076 filed by the Registrant. The prospectus forming part of this Registration Statement shall serve the purpose specified in said Rule 429. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CITIGROUP DIVERSIFIED FUTURES FUND L.P. Cross Reference Sheet Item Number and Caption Heading in Prospectus 1. Forepart of the Registration Statement and Outside Front Cover of Cover Page Prospectus 2. Inside Front and Outside Back Cover Pages of Prospectus Table of Contents; Outside Back Cover Page 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Summary of the Prospectus; The Risks You Face Charges 4. Use of Proceeds Use of Proceeds 5. Determination of Offering Price Cover Page; Investing in the Fund 6. Dilution * 7. Selling Security Holders * 8. Plan of Distribution Investing in the Fund 9. Description of Securities to be Registered Cover Page; Redemptions; The Limited Partnership Agreement 10. Interests of Named Experts and Counsel Legal Matters; Experts 11. Information With Respect to the Registrant Summary of the Prospectus; The Risks You Face; Commodity Markets; Trading Policies; Financial Statements; The General Partner; The Advisors; Conflicts of Interest; Fees and Expenses of the Fund; The Limited Partnership Agreement 11A. Material Changes * 12. Incorporation of Certain Information by Reference * 12A. Disclosure of Commission Position on Indemnification for The Limited Partnership Agreement Securities Act Liabilities * Not applicable Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion dated April 21, 2008 PART ONE: DISCLOSURE DOCUMENT 2,000,000 Units of Limited Partnership Interest CITIGROUP DIVERSIFIED FUTURES FUND L.P. The Fund Citigroup Diversified Futures Fund L.P. is a limited partnership that speculatively trades commodity interests including futures, options on futures and forward contracts. The Funds general partner, Citigroup Managed Futures LLC, allocates the Funds assets to professional commodity trading advisors. The Fund began trading on May 1, 2003 with assets of approximately $36,354,000. As of January 31, 2008, net assets of the Fund totaled approximately $834 million. The Offering Citigroup Global Markets Inc., through its Smith Barney division, will act as the Funds selling agent. It is not required to sell any specific number of units but will use its best efforts to sell the units offered. The Fund may engage additional selling agents in the future. The maximum number of units that the Fund is authorized to sell is 2,000,000. As of January 31, 2008, approximately 307,016 units are available for sale. The units will be sold at month-end net asset value. No underwriting commissions are charged. Citigroup Global Markets may pay underwriting commissions out of its own funds of up to approximately 1.72% of the net asset value per unit sold ($17.20 per $1,000 unit). Units are continuously offered. Subscription funds will be held on your behalf in an escrow account until they are invested in the Fund or returned to you. Minimum Investment First time investors: Employee benefit plans including Individual $5,000 for initial Retirement Accounts: investments $2,000 for initial investments $1,000 or more for $1,000 or more for additional investments additional investments The Risks These are speculative securities. Before you decide to invest, read this entire prospectus carefully and consider The Risks You Face on page 9. The Fund is speculative and its performance may be volatile. Commodity interest trading is highly leveraged. A small change in the market price of a contract can produce major losses for the Fund. You could lose all of your investment in the Fund. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Substantial expenses may not be offset by trading profits and interest income. At a Fund size of $834 million, the approximate size of the Fund as of January 31, 2008, the Fund must generate trading profits of 6.02% per year to break-even. Your ability to redeem units is limited and no market exists for the units. You may redeem units only after an initial three-month holding period and then only on a monthly basis. Conflicts of interest exist in the management of the Fund from, among other reasons, the affiliation between the general partner and Citigroup Global Markets; control of other accounts by the advisors; and other activities of Citigroup Global Markets. These conflicts may adversely affect the performance of the Fund. The Fund has a limited operating history. You will be taxed on your share of the Funds income, even though the Fund does not intend to make any distributions. The general partner may at any time and without advance notice to you allocate assets to advisors that are not described in this prospectus. This prospectus is in two parts: a disclosure document and a statement of additional information. These parts are bound together and both contain important information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The Fund is not a mutual fund registered under the Investment Company Act of 1940, as amended. THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT. The date of this Prospectus and Disclosure Document is , 2008 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL. FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES.