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Exhibit33

ADVISORY AGREEMENT

AGREEMENT dated as of the 3rd dayof April  2006 among CITIGROUP MANAGED FUTURES LLC, a Delawarelimited liability company (‘‘CMF’’ or the‘‘General Partner’’), SALOMON SMITH BARNEYAAA ENERGY FUND L.P. II, a New York limited partnership (the‘‘Partnership’’) and AAA CAPITAL MANAGEMENTADVISORS, LTD., a Texas limited partnership (the‘‘Advisor’’).

W I T N E S S E T H:

WHEREAS, CMF is the general partner of SALOMON SMITH BARNEYAAA ENERGY FUND L.P. II, a limited partnership organized for thepurpose of speculative trading of commodity interests, includingfutures contracts, options and forward contracts with the objective ofachieving substantial capital appreciation initially through aninvestment in AAA Master Fund LLC (the ‘‘MasterFund’’); and

WHEREAS, the Limited PartnershipAgreement establishing the Partnership (the ‘‘LimitedPartnership Agreement’’) permits CMF to delegate to oneor more commodity trading advisors CMF’s authority to maketrading decisions for the Partnership; and

WHEREAS, the Advisoris registered as a commodity trading advisor with the Commodity FuturesTrading Commission (‘‘CFTC’’) and is amember of the National Futures Association(‘‘NFA’’); and

WHEREAS, CMF isregistered as a commodity pool operator with the CFTC and is a memberof the NFA; and

WHEREAS, CMF, the Partnership and AAA CapitalManagement, Inc., a Texas corporation, entered into an advisoryagreement dated as of May  31,  2002 (the‘‘Initial Advisory Agreement’’), pursuantto which AAA Capital Management, Inc. agreed to render and implementadvisory services to the Partnership; and

WHEREAS, the Advisorand AAA Capital Management, Inc. have the same beneficial ownership;and

WHEREAS, AAA Capital Management, Inc. wishes to transfer allof its rights and obligations under the Initial Advisory Agreement tothe Advisor, and the Advisor wishes to assume all of such rights andobligations of AAA Capital Management, Inc. under the Initial AdvisoryAgreement; and

WHEREAS, CMF, the Partnership and the Advisor wishto enter into this Agreement in order to set forth the terms andconditions upon which the Advisor will (i) render and implementadvisory services in connection with the conduct by the Partnership ofits commodity trading activities during the term of this Agreement and(ii) assume the rights and obligations of AAA Capital Management, Inc.under the Initial Advisory Agreement;

NOW, THEREFORE, the partiesagree as follows:

1.    DUTIES OF THE ADVISOR. (a)Upon the commencement of trading operations by the Partnership and forthe period and on the terms and conditions of this Agreement, theAdvisor shall have sole authority and responsibility, as one of thePartnership’s agents and attorneys-in-fact, for directing theinvestment and reinvestment of the assets and funds of the Partnershipallocated to it by the General Partner in commodity interests,including commodity futures contracts, options, swaps and forwardcontracts. All such trading on behalf of the Partnership shall be inaccordance with the trading strategies and trading policies set forthin the Private Placement Memorandum and Disclosure Document datedSeptember  30,  2005, as supplemented (the‘‘Memorandum’’), and as such tradingpolicies may be changed from time to time upon receipt by the Advisorof prior written notice of such change and pursuant to the tradingstrategy selected by CMF to be utilized by the Advisor in managing thePartnership’s assets. CMF has initially selected theAdvisor’s Energy Program-Futures 

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and Swaps (the‘‘Program’’) to manage thePartnership’s assets allocated to it. Any open positions orother investments at the time of receipt of such notice of a change intrading policy shall not be deemed to violate the changed policy andshall be closed or sold in the ordinary course of trading. The Advisormay not deviate from the trading policies set forth in the Memorandumwithout the prior written consent of the Partnership given by CMF. TheAdvisor makes no representation or warranty that the trading to bedirected by it for the Partnership will be profitable or will notresult in losses.

(b)    CMF acknowledges receipt of theAdvisor’s draft Disclosure Document dated March31,  2006, as filed with the NFA and the CFTC. All trades made bythe Advisor for the account of the Partnership, whether directly orindirectly through the Master Fund, shall be made through suchcommodity broker or brokers as CMF shall direct, and the Advisor shallhave no authority or responsibility for selecting or supervising anysuch broker in connection with the execution, clearance or confirmationof transactions for the Partnership or for the negotiation of brokeragerates charged therefor. However, the Advisor, with the prior writtenpermission (by either original or fax copy) of CMF, may direct alltrades in commodity futures and options to a futures commissionmerchant or independent floor broker it chooses for execution withinstructions to give-up the trades to the broker designated by CMF,provided that the futures commission merchant or independent floorbroker and any give-up or floor brokerage fees are approved in advanceby CMF. All give-up or similar fees relating to the foregoing shall bepaid by the Partnership after all parties have executed the relevantgive-up agreements (by either original or faxcopy).

(c)    The allocation of the Partnership’sassets to the Advisor will be made to the Program. In the event theAdvisor wishes to use a trading system or methodology other than or inaddition to the system or methodology outlined in the Memorandum inconnection with its trading for the Partnership, either in whole or inpart, it may not do so unless the Advisor gives CMF prior writtennotice of its intention to utilize such different trading system ormethodology and CMF consents thereto in writing. In addition, theAdvisor will provide five days’ prior written notice to CMF ofany change in the trading system or methodology to be utilized for thePartnership which the Advisor deems material. If the Advisor deems suchchange in system or methodology or in markets traded to be material,the changed system or methodology or markets traded will not beutilized for the Partnership without the prior written consent of CMF.In addition, the Advisor will notify CMF of any changes to the tradingsystem or methodology that would require a change in the description ofthe trading strategy or methods described in the Memorandum. Further,the Advisor will provide the Partnership with a current list of allcommodity interests to be traded for the Partnership’s accountand will not trade any additional commodity interests for such accountwithout providing notice thereof to CMF and receiving CMF’swritten approval. The Advisor also agrees to provide CMF, on a monthlybasis, with a written report of the assets under the Advisor’smanagement together with all other matters deemed by the Advisor to bematerial changes to its business not previously reported toCMF.

(d)    The Advisor agrees to make all materialdisclosures to the Partnership regarding itself and its principals asdefined in Part 4 of the CFTC’s regulations(‘‘principals’’), partners, shareholders,directors, officers and employees, their trading performance andgeneral trading methods, its customer accounts (but not the identitiesof or identifying information with respect to its customers) andotherwise as are required in the reasonable judgment of CMF to be madein any filings required by Federal or state law or NFA rule or order.Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisoris not required to disclose the actual trading results of proprietaryaccounts of the Advisor or its principals unless CMF reasonablydetermines that such disclosure is required in order to fulfill itsfiduciary obligations to the Partnership or the reporting, filing orother obligations imposed on it by Federal or state law or NFA rule ororder. The Partnership and CMF acknowledge that the trading advice tobe provided by the Advisor is a property right belonging to the Advisorand that they will keep all such advice confidential. Further, CMFagrees to treat as confidential any results of proprietary accountsand/or proprietary information with respect to trading systems obtainedfrom the Advisor.

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(e)    The Advisor understands andagrees that CMF may designate other trading advisors for thePartnership and apportion or reapportion to such other trading advisorsthe management of an amount of Net Assets (as defined in Section 3(b)hereof) as it shall determine in its absolute discretion. Thedesignation of other trading advisors and the apportionment orreapportionment of Net Assets to any such trading advisors pursuant tothis Section 1 shall neither terminate this Agreement nor modify in anyregard the respective rights and obligations of the partieshereunder.

(f)    CMF may, from time to time, in its absolutediscretion, select additional trading advisors and reapportion fundsamong the trading advisors for the Partnership as it deems appropriate.CMF shall use its best efforts to make reapportionments, if any, as ofthe first day of a month. The Advisor agrees that it may be called uponat any time promptly to liquidate positions in CMF’s solediscretion so that CMF may reallocate the Partnership’s assets,meet margin calls on the Partnership’s account, fundredemptions, or for any other reason, except that CMF will not requirethe liquidation of specific positions by the Advisor. CMF will use itsbest efforts to give two days’ prior notice to the Advisor ofany reallocations or liquidations.

(g)    The Advisor willnot be liable for trading losses in the Partnership’s accountincluding losses caused by errors; provided, however, that (i) theAdvisor will be liable to the Partnership with respect to lossesincurred due to errors committed or caused by it or any of itsprincipals or employees in communicating improper trading instructionsor orders to any broker on behalf of the Partnership and (ii) theAdvisor will be liable to the Partnership with respect to lossesincurred due to errors committed or caused by any executing broker(other than any CMF affiliate) selected by the Advisor, (it also beingunderstood that CMF, with the assistance of the Advisor, will firstattempt to recover such losses from the executingbroker).

2.    INDEPENDENCE OF THE ADVISOR. For allpurposes herein, the Advisor shall be deemed to be an independentcontractor and, unless otherwise expressly provided or authorized,shall have no authority to act for or represent the Partnership in anyway and shall not be deemed an agent, promoter or sponsor of thePartnership, CMF, or any other tradingadvisor.

3.    COMPENSATION. (a) In consideration ofand as compensation for all of the services to be rendered by theAdvisor to the Partnership under this Agreement, the Partnership shall(i) pay the Advisor a monthly fee for professional advisory servicesequal to 1/6 of 1% (2% per year) of the month-end NetAssets of the Partnership allocated to the Advisor; and (ii) allocateto the Advisor an annual Profit Share to its capital account in thePartnership equal to 20% of New Trading Profits (as such term isdefined in the Limited Partnership Agreement) earned by the Advisor forthe Partnership during each calendar year in the form of Units;provided, that in the event that the Limited PartnershipAgreement is amended to provide that the Profit Share allocation shallbe made on a quarterly rather than an annual basis, this Section3(a)(ii) shall be deemed to be amendedaccordingly.

(b)    ‘‘NetAssets’’ shall have the meaning set forth in Paragraph7(d)(1) of the Limited Partnership Agreement dated as of March25,  2002 and without regard to further amendments thereto,provided that in determining the Net Assets of the Partnership on anydate, no adjustment shall be made to reflect any distributions,redemptions or Profit Share allocable as of the date of suchdetermination.

(c)    Monthly Advisory fees shall be paidwithin twenty (20) business days following the end of the period, forwhich such fee is payable. In the event of the termination of thisAgreement as of any date which shall not be the end of a fiscal year ora calendar month, as the case may be, the monthly Advisory fee shall beprorated to the effective date of termination. If, during any month,the Partnership does not conduct business operations or the Advisor isunable to provide the services contemplated herein for more than twosuccessive business days, the monthly Advisory fee shall be prorated bythe ratio which the number of business days during which CMF conductedthe Partnership’s business operations or utilized theAdvisor’s services bears in the month to the total number ofbusiness days in such month.

(d)    The provisions of thisParagraph 3 shall survive the termination of thisAgreement.

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4.    RIGHT TO ENGAGE IN OTHERACTIVITIES. (a) The services provided by the Advisor hereunder arenot to be deemed exclusive. CMF on its own behalf and on behalf of thePartnership acknowledges that, subject to the terms of this Agreement,the Advisor and its officers, directors, employees and shareholder(s),may render advisory, consulting and management services to otherclients and accounts. The Advisor and its officers, directors,employees and shareholder(s) shall be free to trade for their ownaccounts and to advise other investors and manage other commodityaccounts during the term of this Agreement and to use the sameinformation, computer programs and trading strategies, programs orformulas which they obtain, produce or utilize in the performance ofservices to CMF for the Partnership. However, the Advisor represents,warrants and agrees that it believes the rendering of such consulting,advisory and management services to other accounts and entities willnot require any material change in the Advisor’s basic tradingstrategies and will not affect the capacity of the Advisor to continueto render services to CMF for the Partnership of the quality and naturecontemplated by this Agreement.

(b)    If, at any time duringthe term of this Agreement, the Advisor is required to aggregate thePartnership’s commodity positions with the positions of anyother person for purposes of applying CFTC- or exchange-imposedspeculative position limits, the Advisor agrees that it will promptlynotify CMF in writing if the Partnership’s positions areincluded in an aggregate amount which exceeds the applicablespeculative position limit. The Advisor agrees that, if its tradingrecommendations are altered because of the application of anyspeculative position limits, it will not modify the tradinginstructions with respect to the Partnership’s account in suchmanner as to affect the Partnership substantially disproportionately ascompared with the Advisor’s other accounts. The Advisor furtherrepresents, warrants and agrees that under no circumstances will itknowingly or deliberately use trading strategies or methods for thePartnership that are inferior to strategies or methods employed for anyother client or account and that it will not knowingly or deliberatelyfavor any client or account managed by it over any other client oraccount in any manner, it being acknowledged, however, that differenttrading strategies or methods may be utilized for differing sizes ofaccounts, accounts with different trading policies, accountsexperiencing differing inflows or outflows of equity, accounts whichcommence trading at different times, accounts which have differentportfolios or different fiscal years, accounts utilizing differentexecuting brokers and accounts with other differences, and that suchdifferences may cause divergent trading results.

(c)    It isacknowledged that the Advisor and/or its officers, employees, directorsand shareholder(s) presently act, and it is agreed that they maycontinue to act, as advisor for other accounts managed by them, and maycontinue to receive compensation with respect to services for suchaccounts in amounts which may be more or less than the amounts receivedfrom the Partnership.

(d)    The Advisor agrees that it shallmake such information available to CMF respecting the performance ofthe Partnership’s account as compared to the performance ofother accounts managed by the Advisor or its principals as shall bereasonably requested by CMF. The Advisor presently believes andrepresents that existing speculative position limits will notmaterially adversely affect its ability to manage thePartnership’s account given the potential size of thePartnership’s account and the Advisor’s and itsprincipals’ current accounts and all proposed accounts for whichthey have contracted to act as tradingmanager.

5.    TERM. (a) This Agreement shallcontinue in effect until June  30,  2006. CMF may, in itssole discretion, renew this Agreement for additional one-year periodsupon notice to the Advisor not less than 30 days prior to theexpiration of the previous period. At any time during the term of thisAgreement, CMF may terminate this Agreement at any month-end upon 30days’ notice to the Advisor. At any time during the term of thisAgreement, CMF may elect to immediately terminate this Agreement upon30 days’ notice to the Advisor if (i) the Net Asset Value perUnit shall decline as of the close of business on any day to $400 orless; (ii) the Net Assets allocated to the Advisor (adjusted forredemptions, distributions, withdrawals or reallocations, if any)decline by 50% or more as of the end of a trading day from suchNet Assets’ previous highest value; (iii) limited partnersowning at least 50% of the outstanding Units shall vote torequire CMF to terminate this Agreement; (iv) the Advisor fails tocomply with the terms of this Agreement; (v) CMF, in good faith,reasonably determines that the performance of the Advisor has been suchthat CMF’s fiduciary duties to the 

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Partnership require CMF to terminate thisAgreement; or (vi) CMF reasonably believes that the application ofspeculative position limits will substantially affect the performanceof the Partnership. At any time during the term of this Agreement, CMFmay elect immediately to terminate this Agreement if (i) the Advisormerges, consolidates with another entity, sells a substantial portionof its assets, or becomes bankrupt or insolvent, (ii) A. AnthonyAnnunziato dies, becomes incapacitated, leaves the employ of theAdvisor, ceases to control the Advisor or is otherwise not managing thetrading programs or systems of the Advisor, or (iii) theAdvisor’s registration as a commodity trading advisor with theCFTC or its membership in the NFA or any other regulatory authority, isterminated or suspended. This Agreement will immediately terminate upondissolution of the Partnership or upon cessation of trading prior todissolution.

(b)    The Advisor may terminate this Agreementby giving not less than 30 days’ notice to CMF (i) in the eventthat the trading policies of the Partnership as set forth in theMemorandum are changed in such manner that the Advisor reasonablybelieves will adversely affect the performance of its tradingstrategies; (ii) after June  30,  2006; or (iii) in theevent that the General Partner or Partnership fails to comply with theterms of this Agreement. The Advisor may immediately terminate thisAgreement if CMF’s registration as a commodity pool operator orits membership in the NFA is terminated orsuspended.

(c)    Except as otherwise provided in thisAgreement, any termination of this Agreement in accordance with thisParagraph 5 or Paragraph 1(e) shall be without penalty or liability toany party, except for any fees due to the Advisor pursuant to Section 3hereof.

6.    INDEMNIFICATION. (a) (i) In anythreatened, pending or completed action, suit, or proceeding to whichthe Advisor was or is a party or is threatened to be made a partyarising out of or in connection with this Agreement or the managementof the Partnership’s assets by the Advisor or the offering andsale of units in the Partnership, CMF shall, subject to subparagraph(a)(iii) of this Paragraph 6, indemnify and hold harmless the Advisoragainst any loss, liability, damage, cost, expense (including, withoutlimitation, attorneys’ and accountants’ fees), judgmentsand amounts paid in settlement actually and reasonably incurred by itin connection with such action, suit, or proceeding if the Advisoracted in good faith and in a manner reasonably believed to be in or notopposed to the best interests of the Partnership, and provided that itsconduct did not constitute negligence, intentional misconduct, or abreach of its fiduciary obligations to the Partnership as a commoditytrading advisor, unless and only to the extent that the court oradministrative forum in which such action or suit was brought shalldetermine upon application that, despite the adjudication of liabilitybut in view of all circumstances of the case, the Advisor is fairly andreasonably entitled to indemnity for such expenses which such court oradministrative forum shall deem proper; and further provided that noindemnification shall be available from the Partnership if suchindemnification is prohibited by Section 16 of the PartnershipAgreement. The termination of any action, suit or proceeding byjudgment, order or settlement shall not, of itself, create apresumption that the Advisor did not act in good faith and in a mannerreasonably believed to be in or not opposed to the best interests ofthe Partnership.

(i)    Without limitingsub-paragraph (i) above, to the extent that the Advisor has beensuccessful on the merits or otherwise in defense of any action, suit orproceeding referred to in subparagraph (i) above, or in defense of anyclaim, issue or matter therein, CMF shall indemnify it against theexpenses (including, without limitation, attorneys’ andaccountants’ fees) actually and reasonably incurred by it inconnection therewith.

(ii)    Anyindemnification under subparagraph (i) above, unless ordered by a courtor administrative forum, shall be made by CMF only as authorized in thespecific case and only upon a determination by independent legalcounsel in a written opinion that such indemnification is proper in thecircumstances because the Advisor has met the applicable standard ofconduct set forth in subparagraph (i) above. Such independent legalcounsel shall be selected by CMF in a timely manner, subject to theAdvisor’s approval, which approval shall not be unreasonablywithheld. The Advisor will be deemed to have approved CMF’sselection unless the Advisor notifies CMF in writing, received by CMFwithin five days of CMF’s telecopying to the Advisor of thenotice of CMF’s selection, that the Advisor does not approve theselection.

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(iii)    In the eventthe Advisor is made a party to any claim, dispute or litigation orotherwise incurs any loss or expense as a result of, or in connectionwith, the Partnership’s or CMF’s activities or claimedactivities unrelated to the Advisor, CMF shall indemnify, defend andhold harmless the Advisor against any loss, liability, damage, cost orexpense (including, without limitation, attorneys’ andaccountants’ fees) incurred in connectiontherewith.

(iv)    As used in thisParagraph 6(a), the term ‘‘Advisor’’ shallinclude the Advisor, its principals, officers, directors, stockholdersand employees and the term ‘‘CMF’’ shallinclude the Partnership.

(b)    (i) The Advisor agrees toindemnify, defend and hold harmless CMF, the Partnership and theiraffiliates against any loss, liability, damage, cost or expense(including, without limitation, attorneys’ andaccountants’ fees), judgments and amounts paid in settlementactually and reasonably incurred by them (A) as a result of thematerial breach of any material representations and warranties made bythe Advisor in this Agreement, or (B) as a result of the materialbreach of any material representation, warranty or covenant made by AAACapital Management, Inc. under the Initial Advisory Agreement, or (C)as a result of any act or omission of the Advisor or AAA CapitalManagement, Inc. relating to the Partnership if there has been a finaljudicial or regulatory determination or, in the event of a settlementof any action or proceeding with the prior written consent of theAdvisor or AAA Capital Management, Inc., a written opinion of anarbitrator pursuant to Paragraph 14 hereof, to the effect that suchacts or omissions violated the terms of this Agreement in any materialrespect or involved negligence, bad faith, recklessness or intentionalmisconduct on the part of the Advisor or AAA Capital Management Inc.(except as otherwise provided in Section1(g)).

(ii)    In the event CMF or thePartnership is made a party to any claim, dispute or litigation orotherwise incurs any loss or expense as a result of, or in connectionwith, the activities or claimed activities of the Advisor, AAA CapitalManagement Inc. or their principals, officers, directors,shareholder(s) or employees unrelated to CMF’s or thePartnership’s business, the Advisor shall indemnify, defend andhold harmless CMF, the Partnership or any of their affiliates againstany loss, liability, damage, cost or expense (including, withoutlimitation, attorneys’ and accountants’ fees) incurred inconnection therewith.

(c)    In the event that a personentitled to indemnification under this Paragraph 6 is made a party toan action, suit or proceeding alleging both matters for whichindemnification can be made hereunder and matters for whichindemnification may not be made hereunder, such person shall beindemnified only for that portion of the loss, liability, damage, costor expense incurred in such action, suit or proceeding which relates tothe matters for which indemnification can bemade.

(d)    None of the indemnifications contained in thisParagraph 6 shall be applicable with respect to default judgments,confessions of judgment or settlements entered into by the partyclaiming indemnification without the prior written consent, which shallnot be unreasonably withheld, of the party obligated to indemnify suchparty.

(e)    The provisions of this Paragraph 6 shallsurvive the termination of thisAgreement.

7.    REPRESENTATIONS, WARRANTIES ANDAGREEMENTS.

(a)    The Advisor represents and warrantsthat:

(i)    All references to the Advisorand its principals in the Memorandum are accurate in all materialrespects and as to them the Memorandum does not contain any untruestatement of a material fact or omit to state a material fact which isnecessary to make the statements therein not misleading, except thatwith respect to Table B in the Memorandum, this representation andwarranty extends only to the underlying data made available by theAdvisor for the preparation thereof and not to any hypothetical or proforma adjustments.

(ii)    The informationwith respect to the Advisor set forth in the actual performance tablesin the Memorandum is based on all of the customer accounts managed on adiscretionary basis by the Advisor’s principals and/or theAdvisor during the period covered by such tables and required to bedisclosed therein.

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(iii)    The Advisorwill be acting as a commodity trading advisor with respect to thePartnership and not as a securities investment adviser and is dulyregistered with the CFTC as a commodity trading advisor, is a member ofthe NFA, and is in compliance with such other registration andlicensing requirements as shall be necessary to enable it to performits obligations hereunder, and agrees to maintain and renew suchregistrations and licenses during the term of thisAgreement.

(iv)    The Advisor is a limitedpartnership duly organized, validly existing and in good standing underthe laws of the State of Texas and has full limited partnership powerand authority to enter into this Agreement and to provide the servicesrequired of it hereunder.

(v)    TheAdvisor will not, by acting as a commodity trading advisor to thePartnership, breach or cause to be breached any undertaking, agreement,contract, statute, rule or regulation to which it is a party or bywhich it is bound.

(vi)    This Agreementhas been duly and validly authorized, executed and delivered by theAdvisor and is a valid and binding agreement enforceable in accordancewith its terms.

(vii)    At any time duringthe term of this Agreement that a memorandum relating to the Units isrequired to be delivered in connection with the offer and sale thereof,the Advisor agrees upon the request of CMF to provide the Partnershipwith such information as shall be necessary so that, as to the Advisorand its principals, such memorandum isaccurate.

(viii)    In the event that theAdvisor forms another commodity pool unrelated to CMF withsubstantially similar investors, whether or not the Advisor terminatesthis Agreement or continues trading for the Partnership, the Advisorshall pay to CMF all expenses incurred by CMF and the Partnership inconnection with the organization and offering of the Partnership,including but not limited to attorneys’, accountants’ andfiling fees, to the extent that CMF has not previously been reimbursedby the Partnership.

(ix)    The Advisoragrees that it shall be responsible for any liability of AAA CapitalManagement, Inc. that arises under the Initial AdvisoryAgreement.

(b)    CMF represents and warrants for itself andthe Partnership that:

(i)    The Memorandum(as from time to time amended or supplemented, which amendment orsupplement is approved by the Advisor as to descriptions of itself andits actual performance) does not contain any untrue statement of amaterial fact or omit to state a material fact which is necessary tomake the statements therein not misleading, except that the foregoingrepresentation does not apply to any statement or omission concerningthe Advisor in the Memorandum, made in reliance upon, and in conformitywith, information furnished to CMF by or on behalf of the Advisorexpressly for use in the Memorandum (it being understood that thehypothetical and pro forma adjustments in Table B were not furnished bythe Advisor).

(ii)    It is a limitedliability company duly organized, validly existing and in good standingunder the laws of the State of Delaware and has full limited liabilitycompany power and authority to perform its obligations under thisAgreement.

(iii)    CMF and the Partnershiphave the capacity and authority to enter into this Agreement on behalfof the Partnership.

(iv)    This Agreementhas been duly and validly authorized, executed and delivered onCMF’s and the Partnership’s behalf and is a valid andbinding agreement of CMF and the Partnership enforceable in accordancewith its terms.

(v)    CMF will not, byacting as General Partner to the Partnership and the Partnership willnot, breach or cause to be breached any undertaking, agreement,contract, statute, rule or regulation to which it is a party or bywhich it is bound which would materially limit or affect theperformance of its duties under thisAgreement.

(vi)    It is registered as acommodity pool operator and is a member of the NFA, and it willmaintain and renew such registration and membership during the term ofthis Agreement.

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(vii)    ThePartnership is a limited partnership duly organized and validlyexisting under the laws of the State of New York and has full limitedpartnership power and authority to enter into this Agreement and toperform its obligations under thisAgreement.

8.    COVENANTS OF THE ADVISOR, CMF AND THEPARTNERSHIP.

(a)    The Advisor agrees asfollows:

(i)    In connection with itsactivities on behalf of the Partnership, the Advisor will comply withall applicable rules and regulations of the CFTC, NFA and/or thecommodity exchange on which any particular transaction is executed.

(ii)    The Advisor will promptly notify CMFof the commencement of any material suit, action or proceedinginvolving it, whether or not any such suit, action or proceeding alsoinvolves CMF. The Advisor will provide CMF with copies of anycorrespondence from or to the CFTC, NFA or any commodity exchange inconnection with an investigation or audit of the Advisor’sbusiness activities.

(iii)    In theplacement of orders for the Partnership’s account and for theaccounts of any other client, the Advisor will utilize apre-determined, systematic, fair and reasonable order entry system,which shall, on an overall basis, be no less favorable to thePartnership than to any other account managed by the Advisor. TheAdvisor acknowledges its obligation to review the Partnership’spositions, prices and equity in the account managed by the Advisordaily and within two business days to notify, in writing, the brokerand CMF and the Partnership’s brokers of (i) any error committedby the Advisor or its principals or employees; (ii) any trade which theAdvisor believes was not executed in accordance with its instructions;and (iii) any discrepancy with a value of $10,000 or more (due todifferences in the positions, prices or equity in the account) betweenits records and the information reported on the account’s dailyand monthly broker statements.

(iv)    TheAdvisor will maintain a net worth of not less than $1,000,000 duringthe term of this Agreement.

(v)    TheAdvisor will make no representations, other than those contained in theMemorandum, to investors or prospective investors in the Partnershipwith respect to the offering and sale of Units in the Partnershipwithout the prior written approval of CMF.

(b)    CMF agreesfor itself and the Partnershipthat:

(i)    CMF and the Partnership willcomply with all applicable rules and regulations of the CFTC and/or thecommodity exchange on which any particular transaction isexecuted.

(ii)    CMF will promptly notifythe Advisor of the commencement of any material suit, action orproceeding involving it or the Partnership, whether or not such suit,action or proceeding also involves theAdvisor.

(iii)    CMF will be responsible forcompliance with the USA Patriot Act and related anti-money launderingregulations with respect to the Partnership and its limitedpartners.

9.    COMPLETE AGREEMENT. This Agreementconstitutes the entire agreement between the parties pertaining to thesubject matter hereof.

10.    ASSIGNMENT. ThisAgreement may not be assigned by any party without the express writtenconsent of the other parties.

11.    AMENDMENT. ThisAgreement may not be amended except by the written consent of theparties.

12.    NOTICES. All notices, demands orrequests required to be made or delivered under this Agreement shall bein writing and delivered personally or by registered or certified mailor expedited courier, return receipt requested, postage prepaid, to theaddresses below or to such other addresses as may be designated by theparty entitled to receive the same by notice similarlygiven:

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If to CMF:

Citigroup ManagedFutures LLC731 Lexington Avenue25th FloorNew York, New York10022Attention: David J. Vogel

If to theAdvisor:

AAA Capital Management Inc.1300 Post OakBoulevardSuite 350Houston, Texas 77056Attention: A. AnthonyAnnunziato

with a copy to:

David R. Allen,Esq.407 East Main StreetMurfreesboro, TN37130

13.    GOVERNING LAW. This Agreement shall begoverned by and construed in accordance with the laws of the State ofNew York.

14.    ARBITRATION. The parties agree thatany dispute or controversy arising out of or relating to this Agreementor the interpretation thereof, shall be settled by arbitration inaccordance with the rules, then in effect, of the NFA or, if the NFAshall refuse jurisdiction, then in accordance with the rules, then ineffect, of the American Arbitration Association; provided,however, that the power of the arbitrator shall be limited tointerpreting this Agreement as written and the arbitrator shall statein writing his reasons for his award. Judgment upon any award made bythe arbitrator may be entered in any court of competentjurisdiction.

15.    NO THIRD PARTY BENEFICIARIES.There are no third party beneficiaries to thisAgreement.

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IN WITNESS WHEREOF, this Agreement hasbeen executed for and on behalf of the undersigned as of the day andyear first abovewritten.

|        |  |  |                                                  |  |  |                                    |
|--------|--|--|--------------------------------------------------|--|--|------------------------------------|
|   |  |  | CITIGROUPMANAGED FUTURESLLC                      |
|   |  |  | By                                               |  |  | /s/ David J.Vogel                  |
|   |  |  |                                             |  |  | David J. VogelPresidentandDirector |
|   |  |  | SALOMONSMITH BARNEY AAA ENERGY FUND L.P.II       |
|   |  |  | By:Citigroup Managed Futures LLC(GeneralPartner) |
|   |  |  | By                                               |  |  | /s/ David J.Vogel                  |
|   |  |  |                                             |  |  | David J. VogelPresidentandDirector |
|   |  |  | AAACAPITAL MANAGEMENT ADVISORS,LTD.              |
|   |  |  | By:AAA Capital Management, Inc.(GeneralPartner)  |
|   |  |  | By                                               |  |  | /s/A. Anthony Annunziato           |
|   |  |  |                                             |  |  | A. AnthonyAnnunziatoPresident      |
|        |

|                               |  |  |                               |
|-------------------------------|--|--|-------------------------------|
| Acknowledgedand agreed to by: |
| AAACAPITAL MANAGEMENT,INC.    |
| By:                           |  |  | /s/A. Anthony Annunziato      |
|                          |  |  | A. AnthonyAnnunziatoPresident |
|                               |

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