10-Q

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 June 30, 2009

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 Number 000-51282

CITIGROUP FAIRFIELD FUTURES FUND L.P. II

(Exact name of registrant as specified in its charter)

New York	56-2421596
(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 — 10^th 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.

Yes X    No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer     Accelerated filer     Non-accelerated filer X  Smaller reporting company    

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

Yes      No X

As of July 31, 2009, 39,753.5106 Limited Partnership Redeemable Units were outstanding.

CITIGROUP FAIRFIELD FUTURES FUND L.P. II

FORM 10-Q

INDEX

PART I - Financial Information:			Page Number
	Item 1.	Financial Statements:
		Statements of Financial Condition at June 30, 2009 and December 31, 2008 (unaudited)	3
		Statements of Income and Expenses and Partners’ Capital for the three and six months ended June 30, 2009 and 2008 (unaudited)	4
		Notes to Financial Statements, including the Financial Statements of CMF Graham Capital Master Fund L.P. (unaudited)	5 – 15
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16 – 19
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
	Item 4T.	Controls and Procedures	21
PART II - Other Information			22 – 25
Exhibits
EX-10 JOINDER AGREEMENT
EX-31.1 CERTIFICATION
EX-31.2 CERTIFICATION
EX-32.1 CERTIFICATION
EX-32.2 CERTIFICATION

2

PART I

Item 1.  Financial Statements

Citigroup Fairfield Futures Fund L.P. II
Statements of Financial Condition
(Unaudited)

	June 30,		December 31,
	2009		2008
Assets:
Investment in Master, at fair value	$	42,053,868	$	60,716,373
Cash		134,936		171,400
Total assets	$	42,188,804	$	60,887,773
Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Brokerage commissions	$	158,208	$	228,329
Management fees		69,973		100,972
Administrative fees		17,493		25,243
Other		47,017		76,417
Redemptions payable		238,083		7,655,240
Total liabilities		530,774		8,086,201
Partners’ Capital:
General Partner, 1,250.2679 Unit equivalents outstanding at June 30, 2009 and December 31, 2008		1,266,321		1,345,551
Special Limited Partner, 383.0308 and 1,544.1797 Redeemable Units of Limited Partnership Interest outstanding at June 30, 2009 and December 31, 2008, respectively		387,949		1,661,862
Limited Partners, 39,496.6625 and 46,268.2719 Redeemable Units of Limited Partnership Interest outstanding at June 30, 2009 and December 31, 2008, respectively		40,003,760		49,794,159
Total partners’ capital		41,658,030		52,801,572
Total liabilities and partners’ capital	$	42,188,804	$	60,887,773

See accompanying notes to financial statements.

3

Citigroup Fairfield Futures Fund L.P. II
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Income:
Net realized gains (losses) on closed contracts allocated from Master	$	(510,045	)	$	4,340,834		$	(300,473	)	$	10,385,876
Change in net unrealized gains (losses) on open contracts allocated from Master		(39,876	)		1,368,758			(625,427	)		1,649,767
Interest income allocated from Master		8,829			186,291			19,420			482,704
Expenses allocated from Master		(43,041	)		(107,829	)		(74,871	)		(204,763	)
Total income (loss)		(584,133	)		5,788,054			(981,351	)		12,313,584
Expenses:
Brokerage commissions		494,843			759,631			1,053,589			1,571,612
Management fees		218,783			335,481			465,815			694,638
Administrative fees		54,695			83,871			116,453			173,660
Other		28,750			48,959			62,251			95,988
Total expenses		797,071			1,227,942			1,698,108			2,535,898
Net income (loss) before allocation to Special Limited Partner		(1,381,204	)		4,560,112			(2,679,459	)		9,777,686
Allocation to Special Limited Partner		—			(517,496	)		—			(517,496	)
Net income (loss) after allocation to Special Limited Partner		(1,381,204	)		4,042,616			(2,679,459	)		9,260,190
Additions — Limited Partners		641,000			1,588,000			1,246,000			2,934,000
Additions — Special Limited Partner		—			517,496			—			517,496
Redemptions — Limited Partners		(2,314,177	)		(4,573,761	)		(8,460,083	)		(14,456,495	)
Redemptions — Special Limited Partner		—			—			(1,250,000	)		—
Net increase (decrease) in Partners’ Capital		(3,054,381	)		1,574,351			(11,143,542	)		(1,744,809	)
Partners’ Capital, beginning of period		44,712,411			64,637,228			52,801,572			67,956,388
Partners’ Capital, end of period	$	41,658,030		$	66,211,579		$	41,658,030		$	66,211,579
Net Asset Value per Unit (41,129.9612 and 65,853.3887 Units outstanding at June 30, 2009 and 2008, respectively)	$	1,012.84		$	1,005.44		$	1,012.84		$	1,005.44
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent	$	(33.39	)	$	59.14		$	(63.37	)	$	126.54

See accompanying notes to financial statements.

4

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

1.   General:

Citigroup Fairfield Futures Fund L.P. II (the “Partnership”) is a limited partnership which was organized on December 18, 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 sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, livestock, lumber, metals and softs. The Partnership commenced trading operations on March 15, 2004. The commodity interests that are traded by the Master (as defined below) are volatile and involve a high degree of market risk.

Between January 12, 2004 (commencement of the offering period) and March 12, 2004, 28,601 redeemable units of Limited Partnership Interest (“Redeemable Units”) and 285 Unit equivalents of General Partnership Interest were sold at $1,000 per Redeemable Unit. The proceeds of the initial offering were held in an escrow account until March 15, 2004 at which time they were remitted to the Partnership for trading. The Partnership privately and continuously offers up to 200,000 Redeemable Units to qualified investors.

Citigroup Managed Futures LLC, a Delaware Limited Liability Company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. Through July 31, 2009, the General Partner was wholly owned by Citigroup Global Markets Holdings Inc. (“CGMHI”), a wholly owned subsidiary of Citigroup Inc. (“Citigroup”). On July 31, 2009, the General Partner was transferred from CGMHI to Morgan Stanley Smith Barney Holdings LLC, as further described in Item 5, “Other Information.”

Citigroup Global Markets Inc. (“CGM”) is the commodity broker and a selling agent for the Partnership. CGM is an affiliate of the General Partner and is wholly owned by Citigroup Financial Products Inc., a wholly owned subsidiary of CGMHI.

On June 1, 2006, the Partnership allocated substantially all of its capital to the CMF Graham Capital Master Fund L.P. (the “Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 74,569.3761 Redeemable Units of the Master with cash of $75,688,021. The Master was formed in order to permit accounts managed by Graham Capital Management L.P. (“Graham” or the “Advisor”) using the K4D-12.5 program, to invest together in one trading vehicle. The General Partner is also the general partner of the Master. In addition, the Advisor is a special limited partner (the “Special Limited Partner”) of the Partnership. Individual and pooled accounts currently managed by the Advisor, including the Partnership, are permitted to be limited partners of the Master. The Master’s commodity broker is CGM. The General Partner and the Advisor believe that trading through this master-feeder structure promotes efficiency and economy in the trading process. Expenses to investors as a result of the investment in the Master are approximately the same and redemption rights are not affected.

At June 30, 2009, the Partnership owned approximately 25.3% of the Master. At December 31, 2008, the Partnership owned approximately 27.1% of the Master. It is the Partnership’s intention to continue to invest substantially all of its assets in the Master. The performance of the Partnership is directly affected by the performance of the Master. The Masters’ Statements of Financial Condition, Schedules of Investments and Statements of Income and Expenses and Partner’s Capital, are included herein.

The General Partner and each Limited Partner share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of their initial capital contribution and profits, if any, net of distributions.

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 June 30, 2009 and December 31, 2008 and the results of its operations and changes in partners’ capital for the three and six months ended June 30, 2009 and 2008. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 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, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. In making these estimates and assumptions, management has considered the effects, if any, of events occurring after the date of the Partnership’s Statements of Financial Condition through August 14, 2009, which is the date the financial statements were issued. As a result, actual results could differ from these estimates.

The Partnership has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards No. 102 “Statement of Cash Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale” (“FAS 102”).

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.

Certain prior period amounts have been reclassified to conform to current year presentation.

5

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

The Master’s Statements of Financial Condition and Schedules of Investments as of June 30, 2009 and December 31, 2008 and Statements of Income and Expenses and Partners’ Capital for the three and six months ended June 30, 2009 and 2008 are presented below:

CMF Graham Capital Master Fund L.P.
Statements of Financial Condition
(Unaudited)

	June 30,		December 31,
	2009		2008
Assets:
Equity in trading account:
Cash	$	152,062,567	$	214,551,266
Cash margin		15,577,497		9,073,580
Net unrealized appreciation on open futures contracts		—		1,162,793
Total assets	$	167,640,064	$	224,787,639
Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open futures contracts	$	660,127	$	—
Net unrealized depreciation on open forward contracts		982,037		279,957
Accrued expenses:
Professional fees		7,915		16,740
Total liabilities		1,650,079		296,697
Partners’ Capital:
General Partner, 0.0000 Unit equivalents at June 30, 2009 and December 31, 2008		—		—
Limited Partners’ Capital, 111,260.7682 and 146,784.8652 Redeemable Units of Limited Partnership Interest outstanding at June 30, 2009 and December 31, 2008, respectively		165,989,985		224,490,942
Total liabilities and partners’ capital	$	167,640,064	$	224,787,639

6

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

CMF Graham Capital Master Fund L.P.
Schedule of Investments
June 30, 2009
(Unaudited)

	Notional ($)/
	Number of				% of Partners’
	Contracts		Fair Value		Capital
Futures Contracts Purchased
Currencies	5	$	(6,462	)	(0.01	)%*
Energy	236		(204,992	)	(0.12	)
Grains	101		(278,366	)	(0.17	)
Indices	1,179		161,897		0.10
Interest Rates U.S.	126		(6,284	)	(0.00	)*
Interest Rates Non-U.S.	1,440		(126,977	)	(0.08	)
Livestock	51		36,966		0.02
Metals	55		(153,065	)	(0.09	)
Softs	320		(4,827	)	(0.00	)*
Total futures contracts purchased			(582,110	)	(0.35	)
Futures Contracts Sold
Currencies	72		37,088		0.02
Energy	133		151,983		0.09
Grains	104		191,521		0.11
Indices	1		2,581		0.00	*
Interest Rates U.S.	197		(156,477	)	(0.09	)
Interest Rates Non-U.S.	223		(287,693	)	(0.17	)
Livestock	14		(17,020	)	(0.01	)
Total futures contracts sold			(78,017	)	(0.05	)
Unrealized Appreciation on Open Forward Contracts
Currencies	324,253,791		3,370,775		2.03
Metals	321		851,387		0.51
Total unrealized appreciation on open forward contracts			4,222,162		2.54
Unrealized Depreciation on Open Forward Contracts
Currencies	368,482,052		(4,529,178	)	(2.73	)
Metals	278		(675,021	)	(0.40	)
Total unrealized depreciation on open forward contracts			(5,204,199	)	(3.13	)
Total fair value		$	(1,642,164	)	(0.99	)%

* Due to rounding.

7

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

CMF Graham Capital Master Fund L.P.
Schedule of Investments
December 31, 2008
(Unaudited)

	Notional ($)/
	Number of					% of Partners’
	Contracts			Fair Value		Capital
Futures Contracts Purchased
Currencies	14		$	1,840			0.00	%*
Energy	96			325,615			0.15
Grains	52			13,370			0.01
Indices	5			(19,645	)		(0.01	)
Interest Rates U.S.	564			507,653			0.23
Interest Rates Non-U.S.	1,235			947,609			0.42
Metals	52			33,132			0.01
Softs	13			3,251			0.00	*
Total futures contracts purchased				1,812,825			0.81
Futures Contracts Sold
Currencies	14			8,038			0.00	*
Energy	159			(266,237	)		(0.12	)
Grains	53			(207,227	)		(0.09	)
Indices	87			(86,831	)		(0.04	)
Interest Rates Non-U.S.	17			(9,163	)		(0.00	)*
Livestock	11			25,220			0.01
Metals	16			(35,970	)		(0.02	)
Softs	99			(77,862	)		(0.03	)
Total futures contracts sold				(650,032	)		(0.29	)
Unrealized Appreciation on Open Forward Contracts
Currencies	87,112,212			2,398,640			1.07
Metals	59			297,268			0.13
Total unrealized appreciation on open forward contracts				2,695,908			1.20
Unrealized Depreciation on Open Forward Contracts
Currencies	86,429,816			(2,764,819	)		(1.23	)
Metals	96			(211,046	)		(0.10	)
Total unrealized depreciation on open forward contracts				(2,975,865	)		(1.33	)
Total fair value		$		882,836			0.39	%

* Due to rounding.

8

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

CMF Graham Capital Master Fund L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Income:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed contracts	$	(2,081,559	)	$	13,986,004		$	(1,062,237	)	$	32,596,301
Change in net unrealized gains (losses) on open contracts		(127,219	)		4,433,123			(2,525,000	)		5,341,357
Gain (loss) from trading, net		(2,208,778	)		18,419,127			(3,587,237	)		37,937,658
Interest income		35,038			601,098			79,802			1,515,145
Total income (loss)		(2,173,740	)		19,020,225			(3,507,435	)		39,452,803
Expenses:
Clearing fees		162,080			339,401			286,275			629,674
Professional fees		8,721			8,437			16,776			16,874
Total expenses		170,801			347,838			303,051			646,548
Net income (loss)		(2,344,541	)		18,672,387			(3,810,486	)		38,806,255
Additions — Limited Partners		641,000			1,588,000			2,246,319			2,934,000
Redemptions — Limited Partners		(21,833,912	)		(20,803,608	)		(56,856,988	)		(29,433,628	)
Distribution of interest income to feeder funds		(35,038	)		(601,098	)		(79,802	)		(1,515,145	)
Net increase (decrease) in Partners’ Capital		(23,572,491	)		(1,144,319	)		(58,500,957	)		10,791,482
Partners’ Capital, beginning of period		189,562,476			225,530,188			224,490,942			213,594,387
Partners’ Capital, end of period	$	165,989,985		$	224,385,869		$	165,989,985		$	224,385,869
Net Asset Value per Redeemable Unit (111,260.7682 and 164,846.3481 Redeemable Units outstanding at June 30, 2009 and 2008, respectively)	$	1,491.90		$	1,361.18		$	1,491.90		$	1,361.18
Net income (loss) per Redeemable Unit of Limited Partnership Interest	$	(21.43	)	$	112.99		$	(36.84	)	$	223.53

9

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

2.   Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and six months ended June 30, 2009 and 2008 were as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Net realized and unrealized gains (losses)*	$	(26.40	)	$	70.86		$	(49.21	)	$	140.87
Interest income		0.21			2.73			0.45			6.55
Expenses**		(7.20	)		(14.45	)		(14.61	)		(20.88	)
Increase (decrease) for the period		(33.39	)		59.14			(63.37	)		126.54
Net Asset Value per Redeemable Unit, beginning of period		1,046.23			946.30			1,076.21			878.90
Net Asset Value per Redeemable Unit, end of period	$	1,012.84		$	1,005.44		$	1,012.84		$	1,005.44
*    Includes Partnership brokerage commissions and expenses allocated from Master.
**  Excludes Partnership brokerage commissions and expenses allocated from Master.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Ratios to average net assets:***
Net investment income (loss) before allocation to Special Limited Partner****		(7.7	)%		(7.1	)%		(7.7	)%		(6.8	)%
Operating expenses		7.8	%		8.2	%		7.8	%		8.2	%
Allocation to Special Limited Partner		—	%		0.8	%		—	%		0.8	%
Total expenses and allocation to Special Limited Partner		7.8	%		9.0	%		7.8	%		9.0	%
Total return:
Total return before allocation to Special Limited Partner		(3.2	)%		7.1	%		(5.9	)%		15.3	%
Allocation to Special Limited Partner		—	%		(0.9	)%		—	%		(0.9	)%
Total return after allocation to Special Limited Partner		(3.2	)%		6.2	%		(5.9	)%		14.4	%

***	Annualized (except for allocation to Special Limited Partner, if applicable).
****	Interest income allocated from Master 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.

10

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

2.   Financial Highlights (continued):

Financial Highlights of the Master:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Net realized and unrealized gains (losses)*	$	(21.66	)	$	109.41		$	(37.35	)	$	214.98
Interest income		0.31			3.63			0.65			8.64
Expenses**		(0.08	)		(0.05	)		(0.14	)		(0.09	)
Increase (decrease) for the period		(21.43	)		112.99			(36.84	)		223.53
Distribution of interest income to feeder funds		(0.31	)		(3.63	)		(0.65	)		(8.64	)
Net Asset Value per Redeemable Unit, beginning of period		1,513.64			1,251.82			1,529.39			1,146.29
Net Asset Value per Redeemable Unit, end of period	$	1,491.90		$	1,361.18		$	1,491.90		$	1,361.18
*    Includes brokerage commissions.
**  Excludes brokerage commissions.
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
Ratios to average net assets:***
Net investment income (loss) ****		(0.3	)%		0.5	%		(0.2	)%		0.8	%
Operating expenses		0.4	%		0.6	%		0.3	%		0.6	%
Total return		(1.4	)%		9.0	%		(2.4	)%		19.5	%

***	Annualized.
****	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 Partnership invests substantially all of its assets through a “master/feeder” structure. The Partnership’s pro-rata share of the results of the Master’s trading activities are shown in the Statements of Income and Expenses and Partners’ Capital.

The customer agreements between the Partnership and CGM and the Master and CGM give the Partnership and the Master, respectively, the legal right to net unrealized gains and losses on open futures contracts. The Master nets, for financial reporting purposes, the unrealized gains and losses on open futures and forward contracts on the Statements of Financial Condition as the criteria under Financial Accounting Standards Board (“FASB”) Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts” (“FIN No. 39”) have been met.

All of the commodity interests owned by the Master are held for trading purposes. The average fair values of these interests during the six and twelve months ended June 30, 2009 and December 31, 2008, were $1,421,078 and $1,746,353 respectively. The fair values of these commodity interests, including options thereon, if applicable, at June 30, 2009 and December 31, 2008 were $(1,642,164) and $882,836, 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 value deemed appropriate by the General Partner.

11

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

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.

The Master adopted Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”) as of January 1, 2009 which 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. FAS 161 only expands the disclosure requirements for derivative instruments and related hedging activities and has no impact on the Statements of Financial Condition or Statements of Income and Expenses and Partners’ Capital. The contracts outstanding at the period ended June 30, 2009, are indicative of volume traded during the period. See the Schedule of Investments. The following table indicates the fair values of derivative instruments of futures and forward contracts as separate assets and liabilities.

	June 30, 2009				June 30, 2009
Assets				Assets
Futures Contracts				Forward Contracts
Currencies	$	37,088		Currencies	$	3,370,775
Energy		207,795		Metals		851,387
Grains		192,881
Indices		562,588
Interest Rates U.S.		15,473
Interest Rates Non-U.S.		53,539
Livestock		37,716
Metals		543
Softs		277,118
Total unrealized appreciation on open futures contracts	$	1,384,741		Total unrealized appreciation on open forward contracts	$	4,222,162
Liabilities				Liabilities
Futures Contracts				Forward Contracts
Currencies	$	(6,463	)	Currencies	$	(4,529,178	)
Energy		(260,803	)	Metals		(675,021	)
Grains		(279,726	)
Indices		(398,109	)
Interest Rates U.S.		(178,234	)
Interest Rates Non-U.S.		(468,210	)
Livestock		(17,770	)
Metals		(153,608	)
Softs		(281,945	)
Total unrealized depreciation on open futures contracts	$	(2,044,868	)	Total unrealized depreciation on open forward contracts	$	(5,204,199	)
Net unrealized depreciation on open futures contracts	$	(660,127	)*	Net unrealized depreciation on open forward contracts	$	(982,037	)**

*	This amount is included in “Net unrealized depreciation on open futures contracts” on the Statements of Financial Condition.
**	This amount is included in “Net unrealized depreciation on open forward contracts” on the Statements of Financial Condition.

12

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

The following table indicates the trading gains and losses, by market sector, on derivative instruments for the three and six months ended June 30, 2009.

	Three Months Ended			Six Months Ended
	June 30, 2009			June 30, 2009
Sector	Gain (loss) from trading			Gain (loss) from trading
Currencies		1,387,340			(54,305	)
Energy		(1,207,603	)		(491,713	)
Grains		(148,803	)		(661,661	)
Indices		(959,375	)		(30,049	)
Interest Rates U.S.		484,764			(117,644	)
Interest Rates Non-U.S.		(755,916	)		122,063
Livestock		22,062			147,618
Softs		(563,242	)		(1,006,435	)
Metals		(468,005	)		(1,495,111	)
Total	$	(2,208,778	)	$	(3,587,237	)

4.   Fair Value Measurement:

Investments.  The Partnership values its investment in the Master at its net asset value per unit as calculated by the Master. The Master values its investments as described in note 2 of the Master’s notes to the annual financial statements as of December 31, 2008.

Fair Value Measurements. The Partnership adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”) as of January 1, 2008 which 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. SFAS 157 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 Positions No. FAS 157-2, Effective Date of FASB Statement No. 157, for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.

The Partnership values investment in Master where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the end of the day net asset value of the Master (Level 2). The value of the Partnership’s investment in the Master reflects its proportional interest in the Master. As of June 30, 2009 and December 31, 2008, the Partnership did not hold any derivative instruments that are based on quoted prices in active markets for identical assets (Level 1) or priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

			Quoted Prices in				Significant
			Active Markets		Significant Other		Unobservable
			for Identical		Observable Inputs		Inputs
	6/30/2009		Assets (Level 1)		(Level 2)		(Level 3)
Assets
Investment in Master	$	42,053,868	$	—	$	42,053,868	$	—
Total fair value	$	42,053,868	$	—	$	42,053,868	$	—
			Quoted Prices in
			Active Markets		Significant Other		Significant
			for Identical		Observable Inputs		Unobservable
	12/31/2008		Assets (Level 1)		(Level 2)		Inputs (Level 3)
Assets
Investment in Master	$	60,716,373	$	—	$	60,716,373	$	—
Total fair value	$	60,716,373	$	—	$	60,716,373	$	—

13

Citigroup Fairfield Futures Fund L.P. II
Notes to Financial Statements
June 30, 2009
(Unaudited)

Investments. All commodity interests of the Master (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 as a component of equity in trading account on the Statements of Financial Condition. Realized gains or losses and any change in net unrealized gains or losses from the preceding period are reported in the Statements of Income and Expenses and Partners’ Capital.

Fair Value Measurements. The Master adopted SFAS 157 as of January 1, 2008 which 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. SFAS 157 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 Master did not apply the deferral allowed by FASB Staff Positions No. FAS 157-2, Effective Date of FASB Statement No. 157, for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.

          The Master considers prices for exchange traded commodity futures, forwards and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of non exchange traded 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). As of June 30, 2009 and December 31, 2008, the Master 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).

				Quoted Prices in
				Active Markets			Significant Other			Significant
				for Identical			Observable Inputs			Unobservable
	6/30/2009			Assets (Level 1)			(Level 2)			Inputs (Level 3)
Assets
Forwards	$	176,366		$	176,366		$	—		$	—
Total assets		176,366			176,366			—			—
Liabilities
Futures	$	660,127		$	660,127		$	—		$	—
Forwards		1,158,403			—			1,158,403			—
Total liabilities		1,818,530			660,127			1,158,403			—
Total fair value	$	(1,642,164	)	$	(483,761	)	$	(1,158,403	)	$	—
				Quoted Prices in
				Active Markets			Significant Other			Significant
				for Identical			Observable Inputs			Unobservable
	12/31/2008			Assets (Level 1)			(Level 2)			Inputs (Level 3)
Assets
Futures	$	1,162,793		$	1,162,793		$	—		$	—
Forwards		86,222			86,222			—			—
Total assets		1,249,015			1,249,015			—			—
Liabilities
Forwards	$	366,179		$	—		$	366,179		$	—
Total liabilites		366,179			—			366,179			—
Total fair value	$	882,836		$	1,249,015		$	(366,179	)	$	—

14

5.   Financial Instrument Risks:

          In the normal course of its business, the Partnership, through its investment in the Master, is 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 balances, 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 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 forwards and option contracts. OTC contracts are negotiated between contracting parties and include certain forwards and option contracts. 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/Master 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/Master 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. The Partnership’s/Master’s risk of loss in the event of a 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’s/Master’s risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Master to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Master have credit risk and concentration risk as the sole counterparty or broker with respect to the Partnership’s/Master’s assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, the Partnership’s/Master’s counterparty is an exchange or clearing organization.

     The General Partner monitors and controls the Partnership’s/Master’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/Master 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/Master’s business, these instruments may not be held to maturity.

15

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 investment in the Master and cash. The Master does not engage in sales of goods or services. 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 investment in the Master. While substantial losses could lead to a material decrease in liquidity, no such losses occurred in the second quarter of 2009.

The Partnership’s capital consists of capital contributions of the partners, as increased or decreased by income (loss) from its investment in the Master, expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the six months ended June 30, 2009, Partnership capital decreased 21.1% from $52,801,572 to $41,658,030. This decrease was attributable to a net loss from operations of $2,679,459, coupled with the redemption of 7,948.9046 Redeemable Units of Limited Partnership Interest totaling $8,460,083 and 1,161.1489 Redeemable Units of Special Limited Partnership Interest totaling $1,250,000, which was partially offset by additional sales of 1,177.2952 Redeemable Units of Limited Partnership Interest totaling $1,246,000. Future redemptions can impact the amount of funds available for investment in the Master in subsequent periods.

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

For the six months ended June 30, 2009, the Master’s capital decreased 26.1% from $224,490,942 to $165,989,985. This decrease was attributable to a net loss from operations of $3,810,486, coupled with the redemption of 36,995.0917 Redeemable Units of Limited Partnership Interest totaling $56,856,988 and distribution of interest income to feeder funds totaling $79,802, which was partially offset by additional sales of 1,470.9947 Redeemable Units of Limited Partnership Interest totaling $2,246,319. Future redemptions can impact the amount of funds available for investments in commodity contract positions in subsequent periods.

Critical Accounting Policies

Use of Estimates. The preparation of financial statements and accompanying notes in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. As a result, actual results could differ from these estimates.

Statement of Cash Flows. The Partnership has elected not to provide a Statement of Cash Flows as permitted by FAS 102.

Investments. The Partnership values its investment in the Master at its net asset value per unit as calculated by the Master. The Master values its investments as described in note 2 of the Master’s notes to the annual financial statements as of December 31, 2008.

Fair Value Measurements. The Partnership and the Master adopted SFAS 157 as of January 1, 2008 which 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. The Partnership and the Master did not apply the deferral allowed by FASB Staff Positions No. FAS 157-2, Effective Date of FASB Statement No. 157, for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.

The Partnership values investments in Master where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the end of the day net asset value of the Master (Level 2). The value of the Partnership’s investment in the Master reflects its proportional interest in the Master. As of June 30, 2009, the Partnership did not hold any derivative instruments that are are based on quoted prices in active markets for identical assets (Level 1) or priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

The Master considers prices for exchange traded commodity futures, forwards and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of non exchange traded 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). As of June 30, 2009, the Master 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).

16

       Futures Contracts. The Master trades futures contracts. A futures contract is a firm commitment to buy or sell a specified quantity of investments, currency or a standardized amount of a deliverable grade commodity, at a specified price on a specified future date, unless the contract is closed before the delivery date or if the delivery quantity is something where physical delivery can not occur (such as S&P 500 Index), whereby such contract is settled in cash. Payments (“variation margin”) may be made or received by the Master each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Master. When the contract is closed, the Master records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Because transactions in futures contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the futures broker, directly with the exchange on which the contracts are traded, credit exposure is limited. Realized gains (losses) and changes in unrealized gains (losses) on futures contracts are included in the Statements of Income and Expenses and Partners’ Capital.

       Forward Foreign Currency Contracts. Foreign currency contracts are those contracts where the Master agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Master’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 date, 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, respectively, and are included in the Statements of Income and Expenses and Partners’ Capital.

       The Partnership does not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the Statements of Income and Expenses and Partners’ Capital.

       London Metals Exchange Forward Contracts. Metal contracts traded on the London Metals Exchange (“LME”) represent a firm commitment to buy or sell a specified quantity of Aluminum, Copper, Lead, Nickel, Tin or Zinc. LME contracts traded by the Master are cash settled based on prompt dates published by the LME. Payments (“variation margin”) may be made or received by the Master each business day, depending on the daily fluctuations in the value of the underlying contracts, and are recorded as unrealized gains or losses by the Master. A contract is considered offset when all long positions have been matched with short positions. When the contract is closed at the prompt date, the Master records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Because transactions in LME contracts require participants to make both initial margin deposits of cash or other assets and variation margin deposits, through the broker, directly with the LME, credit exposure is limited. Realized gains (losses) and changes in unrealized gains (losses) on metal contracts 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 financial statements to determine whether the tax positions are “more-likelythan-not” to be 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 continued to evaluate the application of FIN 48 and has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the six months ended June 30, 2009 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— 2005.

        Recent Accounting Pronouncements. In 2009, the Partnership adopted FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP”). The FSP reaffirms that fair value is 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 under current market conditions. The FSP also reaffirms the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. The application of the FSP is required for interim and annual reporting periods ending after June 15, 2009. Management has concluded that based on available information in the marketplace, there has not been a decrease in the volume and level of activity in the Partnership’s Level 2 assets and liabilities. The adoption of the FSP had no effect on the Partnership’s Financial Statements.

        Subsequent Events. In 2009, the Partnership adopted FASB Statement of Accounting Standards No. 165, “Subsequent Events” (“SFAS 165”). The objective of SFAS 165 is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued.

17

Results of Operations

     During the Partnership’s second quarter of 2009, the Net Asset Value per Redeemable Unit decreased 3.2% from $1,046.23 to $1,012.84 as compared to an increase of 6.2% in the second quarter of 2008. The Partnership, through its investment in the Master, experienced a net trading loss before brokerage commissions and related fees in the second quarter of 2009 of $549,921. Losses were primarily attributable to the trading of commodity futures in energy, grains, non-U.S. interest rates, metals, softs and indices and were partially offset by gains in currencies, livestock, and U.S. interest rates. The Partnership, through its investment in the Master, experienced a net trading gain before brokerage commissions and related fees in the second quarter of 2008 of $5,709,592. Gains were primarily attributable to the trading of commodity futures in currencies, energy, grains, non-U.S. interest rates, metals, indices, and softs and were partially offset by losses in U.S. interest rates and livestock.

     The second quarter of 2009 presented a challenging trading environment with non-directional volatility in several markets. Some markets continued to demonstrate the trends established earlier in the year, but in general, markets were trend-less with relatively high volatility. The Partnership was profitable in currencies, livestock and U.S. fixed income while losses were seen in non-U.S. fixed income, energy, grains, metals, softs and stock indices.

     In the currency sector, gains were seen mostly from less developed and emerging country currencies such as the South African rand, although some of the gains were offset by losses in developed economy currencies such as the Euro.

     In the fixed income sector, the Partnership registered losses, especially in the non-U.S. fixed income sector. Some of these losses were offset by gains from U.S. fixed income. The interest rates on the longer maturity treasury securities continued to rise while the shorter term securities remained relatively flat. In the energy sector, the Partnership recorded losses mostly from heating oil and natural gas while modest gains were seen in Brent and light sweet crude as contango spread narrowed and a bullish trend seemed to emerge. Losses were seen in softs, mostly from cocoa, coffee and cotton. Losses were also seen in the equity indices as the losses from international equity indices could not be offset by gains from U.S. domestic equity indices. In the metals sector, losses were registered mainly from precious metals which reflected the general economic sentiment and remained volatile and trend-less.

     During the Partnership’s six months ended June 30, 2009, the Net Asset Value per Redeemable Unit decreased 5.9% from $1,076.21 to $1,012.84 as compared to an increase of 14.4% for the six months ended June 30, 2008. The Partnership, through its investment in the Master, experienced a net trading loss before brokerage commissions and related fees in the six months ended June 30, 2009 of $925,900. Losses were primarily attributable to the trading of commodity futures in energy, grains, U.S. and non-U.S. interest rates, metals, softs and indices and were partially offset by gains in currencies and livestock. The Partnership, through its investment in the Master, experienced a net trading gain before brokerage commissions and related fees in the six months ended June 30, 2008 of $12,034,643. Gains were primarily attributable to the trading of commodity futures in currencies, energy, grains, U.S. and non-U.S. interest rates, metals, livestock, softs and indices.

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 (and the Master) depends on the existence of major price trends and the ability of the Advisor 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 Advisor is able to identify them, the Partnership/Master expects to increase capital through operations.

Interest income on 80% of the Partnership’s daily average equity allocated to it by the Master, was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Master’s assets in cash and/or place all of the Master’s assets in 90-day Treasury bills and pay the Partnership its allocated share of 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income allocated from the Master for the three and six months ended June 30, 2009 decreased by $177,462 and $463,284, respectively as compared to the corresponding periods in 2008. The decrease in interest income is primarily due to lower U.S. Treasury bill rates during the three and six months ended June 30, 2009 as compared to the corresponding periods in 2008.

18

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. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Brokerage commissions for the three and six months ended June 30, 2009 decreased by $264,788 and $518,023, respectively as compared to the corresponding periods in 2008. The decrease in brokerage commissions is due to lower average net assets as compared to the corresponding periods in 2008.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for the three and six months ended June 30, 2009 decreased by $116,698 and $228,823, respectively as compared to the corresponding periods in 2008. The decrease in management fees is due to lower average net assets as compared to the corresponding periods in 2008.

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 as of the end of each month and are affected by trading performance, additions and redemptions. Administrative fees for the three and six months ended June 30, 2009 decreased by $29,176 and $57,207, respectively as compared to the corresponding periods in 2008. The decrease in administrative fees is due to lower average net assets as compared to the corresponding periods in 2008.

Special Limited Partner profit share allocations are based on the new trading profits generated by the Advisor at the end of the quarter, as defined in the advisory agreement between the Partnership, the General Partner and the Advisor. There were no profit share allocations earned for the three and six months ended June 30, 2009. The profit share allocations earned for the three and six months ended June 30, 2008 were $517,496. The Advisor will not be paid a profit share allocation until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership.

19

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

All of the Partnership’s assets are subject to the risk of trading loss through its investment in the Master. The Master 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 Master’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 Master’s main line of business.

Market movements result in frequent changes in the fair market value of the Master’s open positions and, consequently, its earnings and cash balances. The Master’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 Master’s open positions and the liquidity of the markets in which it trades.

The Master 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 Master’s past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Master could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Master’s speculative trading and the recurrence in the markets traded by the Master of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Master’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 in this section should not be considered to constitute any assurance or representation that the Master’s losses in any market sector will be limited to Value at Risk or by the Master’s attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Master 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 any one-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.

The following table indicates the trading Value at Risk associated with the Master’s open positions by market category as of June 30, 2009, and the highest, lowest and average values during the three months ended June 30, 2009. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. As of June 30, 2009, the Master’s total capitalization was $165,989,985. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2008.

June 30, 2009
(Unaudited)

						Three Months Ended June 30, 2009
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Currencies	$	3,102,364		1.87	%	$	7,588,894	$	3,102,364	$	5,298,470
Energy		1,355,746		0.82	%		3,017,929		951,459		1,590,887
Grains		258,736		0.15	%		1,356,550		190,880		839,923
Interest Rates U.S.		418,266		0.25	%		2,310,120		355,318		1,097,898
Interest Rates Non-U.S.		818,966		0.49	%		3,850,371		818,966		2,316,813
Livestock		46,575		0.03	%		160,380		1,080		78,671
Metals		628,262		0.38	%		1,223,707		303,915		613,811
Softs		574,090		0.35	%		1,041,887		492,343		733,819
Indices		5,683,722		3.42	%		8,672,872		1,905,290		5,108,007
Total	$	12,886,727		7.76	%

*   Average month end Values at Risk.

20

Item 4T.   Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods expected in the Commission’s rules and forms. Disclosed controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files 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 in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009 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’s internal control over financial reporting is 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 GAAP. 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 GAAP, 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 June 30, 2009 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

21

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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. There are no material legal proceedings pending against the Partnership or the General Partner.

Enron-Related Civil Actions

On May 14, 2009, a settlement agreement was executed among the parties in Acquisition Partners, L.P., et al. v. J.P. Morgan Chase & Co., et al., and Avenue Capital Management II, L.P., et al. v. J.P. Morgan Chase & Co., et al. On June 3, 2009, a settlement agreement was executed among the parties in UniCredito Italiano, SpA, et al. v. J.P. Morgan Chase Bank, et. al. The three actions, which were consolidated and pending trial in the United States District Court for the Southern District of New York, were brought against Citigroup and certain of its affiliates, including CGM) and JPMorgan Chase and certain of its affiliates, in their capacity as co-agents on certain Enron revolving credit facilities. Pursuant to the settlements, the cases were dismissed with prejudice.

Subprime Mortgage-Related Litigation

On May 7, 2009, Buckingham v. Citigroup Inc., et al. and Chen v. Citigroup Inc., et al. were consolidated with In re Citigroup Inc. Bond Litigation.

On May 11, 2009, a putative class action Asher, et al. v. Citigroup Inc., et al. was filed in the United States District Court for the Southern District of New York alleging violations of the Securities Act of 1933 in connection with plaintiffs’ investments in certain offerings of preferred stock issued by the Citigroup. On May 15, 2009, plaintiffs in In re Citigroup Inc. Bond Litigation requested that Asher, et al. v. Citigroup Inc., et al. and Pellegrini v. Citigroup Inc., et al. be consolidated with In re Citigroup Inc. Bond Litigation.

On May 20, 2009, Epirus Capital Management, LLC, et al. v. Citigroup Inc., et al. was designated as related to In re Citigroup Inc. Securities Litigation. On June 10 and June 24, 2009, defendants filed motions to dismiss the verified complaint.

Auction Rate Securities-Related Litigation

Securities Actions. On June 10, 2009, the Judicial Panel on Multidistrict Litigation granted CGM’s motion to transfer American Eagle Outfitters, Inc., et al. v. Citigroup Global Markets Inc. from the United States District Court for the Western District of Pennsylvania to the United States District Court for the Southern District of New York, where it will be coordinated with In re Citigroup Inc. Auction Rate Securities Litigation and Finn v. Smith Barney, et al. On June 17, 2009, the Judicial Panel on Multidistrict Litigation issued an order conditionally transferring three other individual auction rate securities actions pending against CGM in other federal courts to the United States District Court for the Southern District of New York. Plaintiffs in those actions have opposed their transfer.

On April 1, 2009, Texas Instruments Inc. v. Citigroup Global Markets Inc. et al. was filed in Texas state court asserting violations of state securities law by CGM, BNY Capital Markets, Inc. and Morgan Stanley & Co., Inc. Defendants removed the case to the United States District Court for the Northern District of Texas, and plaintiff has moved to have it remanded to state court. On May 8, 2009, CGM filed a motion to sever the claims against it from the claims against its co-defendants.

Governmental and Regulatory Actions. Citigroup and certain of its affiliates are subject to formal and informal investigations, as well as subpoenas and/or requests for information, from various governmental and self-regulatory agencies relating to auction rate securities. Citigroup and its affiliates are cooperating fully and are engaged in discussions on these matters.

22

Falcon and ASTA/MAT-Related Litigation

Marie Raymond Revocable Trust, et al. v. MAT Five LLC, et al. On June 19, 2009, the Delaware Supreme Court denied the appeal of the settlement objectors from the Delaware Chancery Court’s approval of the settlement of this matter and affirmed the order approving the settlement.

In re MAT Five Securities Litigation. On July 8, 2009, the United States District Court for the Southern District of New York approved the voluntary dismissal of this action.

ECA Acquisitions, Inc., et al. v. MAT Three LLC, et al. On May 1, 2009, the United States District Court for the Southern District of New York denied plaintiffs’ motion to remand this action to state court. On July 15, 2009, plaintiffs filed an amended complaint.

Zentner v. Citigroup, et al. (Putative class action concerning In re MAT Two Securities Litigation, In re MAT Three Securities Litigation and In re MAT Five Securities Litigation.) On July 8, 2009, the United States District Court for the Southern District of New York dismissed this action, without prejudice, in connection with the dismissal of In re MAT Five Securities Litigation.

Zentner v. Citigroup, et al. (Putative class action concerning Falcon Plus.) On May 19, 2009, the New York Supreme Court issued a letter order, stating that it would approve a settlement of plaintiff’s individual claims. Plaintiff filed a stipulation dismissing this action on July 6, 2009.

Other Matters

Underwriting Actions. In its capacity as a member of various underwriting syndicates, CGM has been named as a defendant in several subprime-related actions asserted against various issuers of debt and other securities. Most of these actions involve claims asserted on behalf of putative classes of purchasers of securities for alleged violations of Sections 11 and 12(a)(2) of the Securities Act of 1933.

American Home Mortgage. On July 7, 2009, lead plaintiffs filed a motion in In re American Home Mortgage Securities Litigation for preliminary approval of settlements reached with all defendants (including Citigroup and CGM).

American International Group. On March 20, 2009, four putative class actions were consolidated by the United States District Court for the Southern District of New York under the caption In re American International Group, Inc. 2008 Securities Litigation. Plaintiffs filed a consolidated amended complaint on May 19, 2009. These actions allege violations of Sections 11, 12, and 15 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 offerings of American International Group debt securities and common stock, some of which were underwritten by CGM.

23

Item 1A.   Risk Factors

There are no material changes from the risk factors set forth under Part  I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and under Part II, Item A “Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

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

For the three months ended June 30, 2009 there were additional sales of 617.4020 Redeemable Units of Limited Partnership Interest totaling $641,000. 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 thereunder. These units were purchased by accredited investors as defined in Regulation D.

Proceeds of net offering were used for the trading of commodity interests, including futures contracts, options, forwards and swap contracts.

The following chart sets forth the purchases of Redeemable Units by the Partnership.

							(d) Maximum Number
							(or Approximate
					(c) Total Number		Dollar Value) of
			(b) Average		of Redeemable Units		Redeemable Units that
	(a) Total Number		Price Paid		Purchased as Part		May Yet Be
	of Redeemable		per Redeemable		of Publicly Announced		Purchased Under the
Period	Units Purchased*		Unit*		Plans or Programs		Plans or Programs
April 1, 2009 – April 30, 2009		899.7083	$	1,024.23		N/A		N/A
May 1, 2009 – May 31, 2009		1,089.5306	$	1,059.71		N/A		N/A
June 1, 2009 – June 30, 2009		235.0651	$	1,012.84		N/A		N/A
		2,224.3040	$	1,040.41		N/A		N/A

* 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

Morgan Stanley/Citigroup Joint Venture

On June 1, 2009, Morgan Stanley and Citigroup entered into a joint venture that combined Morgan Stanley’s Global Wealth Management Group and the Smith Barney division of CGM. 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 acts as an additional selling agent for the Partnership. As of July 31, 2009, Morgan Stanley, indirectly through various subsidiaries, owns 51% of MSSB Holdings, CGM directly owns 49% of MSSB Holdings, and Citigroup, indirectly through its intermediate subsidiaries, wholly owns CGM.

24

Item 6.   Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference to the exhibit index of the Partnership’s Annual Report on Form 10-K for the period ended December 31, 2008.

Exhibit – 10 – Joinder Agreement among the Partnership, Citigroup Managed Futures LLC, Citigroup Global Markets Inc. and Morgan Stanley Smith Barney LLC.

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)

25

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 FAIRFIELD FUTURES FUND L.P. II

By:	Citigroup Managed Futures LLC
	(General Partner)
By:	/s/ Jerry Pascucci
	Jerry Pascucci President and Director

Date: August 14, 2009

By:	/s/ Jennifer Magro
	Jennifer Magro Chief Financial Officer and Director

Date: August 14, 2009

26

EX-10

Exhibit 10

JOINDER AGREEMENT

This Joinder Agreement dated as of June 1, 2009 (this “Joinder Agreement”), by and among Citigroup Managed Futures LLC (“CMF”), as the general partner or trading manager of, and on behalf of, the investment funds identified on the schedule attached as Exhibit A to this agreement (each, a “Fund” and collectively, the “Funds”), Citigroup Global Markets Inc. (on behalf of itself and its Smith Barney division) (“CGMI”) and Morgan Stanley Smith Barney LLC (the “Joining Party”) amends the Agency and/or Selling Agreements, as applicable, listed on Exhibit A, including any annexes thereto to which CGMI is a party (each, an “Agency Agreement” and collectively, the “Agency Agreements”), by and among CMF, the Funds, CGMI and the other parties thereto.

This Joinder Agreement shall be effective as of the date of the close of the transaction between Citigroup Inc. and Morgan Stanley resulting in the formation and commencement of operations of the Joining Party (the “Joint Venture Closing”). After the Joint Venture Closing, the Joining Party will be comprised of two channels, the Smith Barney channel and the Morgan Stanley channel. It is contemplated that the Funds will be offered by the Smith Barney channel and not the Morgan Stanley channel until the parties to the joint venture otherwise agree. The terms and conditions of the Agency Agreements not specifically modified or amended by this Joinder Agreement will continue in full force and effect.

The Joining Party, CMF, the Funds, and CGMI acknowledge, agree and confirm that, by their execution of this Joinder Agreement, the Joining Party, on behalf of its Smith Barney channel, shall be deemed to be a party to the Agency Agreements as of the date of the Joint Venture Closing and shall have all of the rights, duties and obligations of an “agent” (as such rights, duties and obligations are described in each Agency Agreement) as if the Joining Party had been a party to and had executed the Agency Agreement. The Joining Party agrees, with respect to its Smith Barney channel, as of the date of the Joint Venture Closing and without retroactive effect, to be bound by all of the terms, provisions and conditions contained in each Agency Agreement. Each party hereto acknowledges that the Joining Party may serve as a non-exclusive selling agent for the purposes of privately offering to prospective limited partners Units (as defined in each Agency Agreement) of the Fund.

Notwithstanding anything to the contrary in the Agency Agreement, so long as CGMI serves as a clearing broker for a Fund, CGMI shall continue to be compensated as set forth in the relevant Fund’s Agency Agreement and/or Customer Agreement which prescribes such compensation. The Fund and the general partner or trading manager acknowledge that CGMI may allocate and pay to the Joining Party all or a portion of any compensation paid to CGMI under the Agency Agreement, as may be agreed between CGMI and the Joining Party.

This Joinder Agreement shall be governed by the laws of the State of New York (without regard to the conflicts of laws rules thereof) and may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Transmission by telecopier or facsimile transmission of an executed counterpart of this Joinder Agreement shall constitute due and sufficient delivery of such counterpart.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Joinder Agreement to be duly executed by the authorized person whose signature appears below.

MORGAN STANLEY SMITH BARNEY LLC
By:	/s/ Janice Fetsch
	Name:	Janice Fetsch
	Title:	Authorized Signatory
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Laurie A. Hesslein
	Name:	Laurie A. Hesslein
	Title:	Managing Director
CITIGROUP MANAGED FUTURES LLC
By:	/s/ Jerry Pascucci
	Name:	Jerry Pascucci
	Title:	President
EACH OF THE FUNDS LISTED ON EXHIBIT A HERETO
By:	Citigroup Managed Futures LLC, the general partner or trading manager of each Fund
By:	/s/ Jerry Pascucci
	Name:	Jerry Pascucci
	Title:	President

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jerry Pascucci, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Citigroup Fairfield Futures Fund L.P. II (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition and results of operations of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2009

/s/  Jerry Pascucci

Jerry Pascucci

Citigroup Managed Futures LLC

President and Director

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jennifer Magro, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Citigroup Fairfield Futures Fund L.P. II (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition and results of operations of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2009

/s/  Jennifer Magro

Jennifer Magro

Citigroup Managed Futures LLC

Chief Financial Officer and Director

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Citigroup Fairfield Futures Fund L.P. II (the “Partnership”) on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry Pascucci, President and Director of Citigroup Managed Futures LLC, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/  Jerry Pascucci

Jerry Pascucci

Citigroup Managed Futures LLC

President and Director

Date: August 14, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Citigroup Fairfield Futures Fund L.P. II (the “Partnership”) on Form 10-Q for the period ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jennifer Magro, Chief Financial Officer and Director of Citigroup Managed Futures LLC, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/  Jennifer Magro

Jennifer Magro

Citigroup Managed Futures LLC

Chief Financial Officer and Director

Date: August 14, 2009