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Exhibit33

MANAGEMENT AGREEMENT

AGREEMENT dated as of the 3rdday of April, 2006, among CITIGROUP MANAGED FUTURES LLC, a Delawarelimited liability company (‘‘CMF’’ or the‘‘General Partner’’), SALOMON SMITH BARNEYORION FUTURES FUND L.P., 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 the Partnership, alimited partnership organized for the purpose of speculative trading ofcommodity interests, including futures contracts, options and forwardcontracts with the objective of achieving substantial capitalappreciation; and

WHEREAS, the Limited Partnership Agreementestablishing the Partnership (the ‘‘Limited PartnershipAgreement’’) permits the delegation to one or morecommodity trading advisors the authority to make trading decisions forthe Partnership; and

WHEREAS, the Advisor is registered as acommodity trading advisor with the Commodity Futures Trading Commission(‘‘CFTC’’) and is a member of the NationalFutures Association (‘‘NFA’’); and

WHEREAS, the General Partner is registered as a commodity pooloperator with the CFTC and is a member of the NFA; and

WHEREAS,CMF, the Partnership, SFG Global Investments, a Delaware corporation(‘‘SFG’’) (formerly general partner of thePartnership), and AAA Capital Management, Inc., a Texas corporation,entered into a management agreement dated as of September 30, 1999 (the‘‘Initial Management Agreement’’), pursuant towhich AAA Capital Management, Inc. agreed to render and implementadvisory services to the Partnership; and

WHEREAS, effectiveApril 1, 2001, the limited partners of the Partnership elected CMF asthe general partner of the Partnership and consented to the withdrawalof SFG as general partner; and

WHEREAS, the Advisor and AAACapital Management, Inc. have the same beneficial ownership; and

WHEREAS, AAA Capital Management, Inc. wishes to transfer all of itsrights and obligations under the Initial Management Agreement to theAdvisor, and the Advisor wishes to assume all of such rights andobligations of AAA Capital Management, Inc. under the InitialManagement Agreement; and

WHEREAS, CMF, the Partnership and theAdvisor wish to enter into this Agreement in order to set forth theterms and conditions upon which the Advisor will (i) render andimplement advisory services in connection with the conduct by thePartnership of its commodity trading activities during the term of thisAgreement and (ii) assume the rights and obligations of AAA CapitalManagement, Inc. under the Initial Management Agreement;

NOW,THEREFORE, the parties agree as follows:

1. DUTIES OF THEADVISOR. (a) For the period and on the terms and conditions of thisAgreement, the Advisor shall have sole authority and responsibility, asone of the Partnership's agents and attorneys-in-fact, fordirecting the investment and reinvestment of the assets and funds ofthe Partnership allocated to it by CMF 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 Partnership's Private Placement Offering Memorandum andDisclosure Document dated November 21, 2005, as supplemented (the‘‘Memorandum’’), and as such trading policiesmay be changed from time to time 

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upon receipt by the Advisor of prior writtennotice of such change and pursuant to the trading strategy selected byCMF to be utilized by the Advisor in managing the Partnership'sassets. CMF has initially selected the Advisor's EnergyProgram-Futures and Swaps (the ‘‘Program’’) tomanage the Partnership's assets allocated to it. Any openpositions or other investments at the time of receipt of such notice ofa change in trading policy shall not be deemed to violate the changedpolicy and shall be closed or sold in the ordinary course of trading.The Advisor may not deviate from the trading policies set forth in theMemorandum without the prior written consent of the Partnership givenby CMF. The Advisor makes no representation or warranty that thetrading to be directed by it for the Partnership will be profitable orwill not result in losses.

(b) CMF acknowledges receipt of theAdvisor's draft Disclosure Document dated March 31, 2006, asfiled with the NFA and the CFTC. All trades made by the Advisor for theaccount of the Partnership shall be made through such commodity brokeror brokers as CMF shall direct, and the Advisor shall have no authorityor responsibility for selecting or supervising any such broker inconnection with the execution, clearance or confirmation oftransactions 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 agreement (by either original or fax copy).

(c) Theallocation of the Partnership's assets to the Advisor will bemade to the Program. In the event the Advisor wishes to use a tradingsystem or methodology other than or in addition to the system ormethodology outlined in the Memorandum in connection with its tradingfor the Partnership, either in whole or in part, it may not do sounless the Advisor gives CMF prior written notice of its intention toutilize such different trading system or methodology and CMF consentsthereto in writing. In addition, the Advisor will provide fivedays' prior written notice to CMF of any change in the tradingsystem or methodology to be utilized for the Partnership which theAdvisor deems material. If the Advisor deems such change in system ormethodology or in markets traded to be material, the changed system ormethodology or markets traded will not be utilized for the Partnershipwithout the prior written consent of CMF. In addition, the Advisor willnotify CMF of any changes to the trading system or methodology thatwould require a change in the description of the trading strategy ormethods described in the Memorandum. Further, the Advisor will providethe Partnership with a current list of all commodity interests to betraded for the Partnership's account and will not trade anyadditional commodity interests for such account without providingnotice thereof to CMF and receiving CMF's written approval. TheAdvisor also agrees to provide CMF, on a monthly basis, with a writtenreport of the assets under the Advisor's management together withall other matters deemed by the Advisor to be material changes to itsbusiness not previously reported to CMF.

(d) The Advisor agreesto make all material disclosures to the Partnership regarding itselfand its principals as defined 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 

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they will keep all such advice confidential.Further, CMF agrees to treat as confidential any results of proprietaryaccounts and/or proprietary information with respect to trading systemsobtained from the Advisor.

(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, fund redemptions,or for any other reason, except that CMF will not require theliquidation of specific positions by the Advisor. CMF will use its bestefforts to give two days' prior notice to the Advisor of anyreallocations or liquidations.

(g) The Advisor will not beliable for trading losses in the Partnership's account includinglosses caused by errors; provided, however, that (i) the Advisor willbe liable to the Partnership with respect to losses incurred due toerrors committed or caused by it or any of its principals or employeesin communicating improper trading instructions or orders to any brokeron behalf of the Partnership and (ii) the Advisor will be liable to thePartnership with respect to losses incurred due to errors committed orcaused by any executing broker (other than any CMF affiliate) selectedby the Advisor, (it also being understood that CMF, with the assistanceof the Advisor, will first attempt to recover such losses from theexecuting broker).

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 trading advisor.

3. COMPENSATION.(a) In consideration of and as compensation for all of the services tobe rendered by the Advisor to the Partnership under this Agreement, thePartnership shall pay the Advisor (i) an incentive fee payablequarterly equal to 20% of New Trading Profits (as such term isdefined below) earned by the Advisor for the Partnership and (ii) amonthly fee for professional management services equal to 1/6 of1% (2% per year) of the month-end Net Assets of thePartnership allocated to the Advisor.

(b) ‘‘NetAssets’’ shall have the meaning set forth in Paragraph7(d)(1) of the Limited Partnership Agreement dated as of March 22, 1999and without regard to further amendments thereto, provided that indetermining the Net Assets of the Partnership on any date, noadjustment shall be made to reflect any distributions, redemptions orincentive fees payable as of the date of such determination.

(c)‘‘New Trading Profits’’ shall mean the excess,if any, of Net Assets managed by the Advisor at the end of the fiscalperiod over Net Assets managed by the Advisor at the end of the highestprevious fiscal period or Net Assets allocated to the Advisor at thedate trading commences, whichever is higher, and as further adjusted toeliminate the effect on Net Assets resulting from new capitalcontributions, redemptions, reallocations or capital distributions, ifany, made during the fiscal period decreased by interest or otherincome, not directly related to trading activity, earned on thePartnership's assets during the fiscal period, whether the assetsare held separately or in margin accounts. Ongoing expenses will beattributed to the Advisor based on the Advisor's proportionateshare of Net Assets. Ongoing expenses above will not include expensesof litigation not involving the activities of the Advisor on behalf ofthe Partnership. Ongoing expenses include offering and organizationalexpenses of the Partnership. Interest income earned, if any, will notbe taken into account in computing New Trading Profits earned by theAdvisor. If Net Assets allocated to the 

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Advisor are reduced due to redemptions,distributions or reallocations (net of additions), there will be acorresponding proportional reduction in the related loss carryforwardamount that must be recouped before the Advisor is eligible to receiveanother incentive fee.

(d) Quarterly incentive fees and monthlymanagement fees shall be paid within twenty (20) business daysfollowing the end of the period, as the case may be, for which such feeis payable. In the event of the termination of this Agreement as of anydate which shall not be the end of a calendar quarter or a calendarmonth, as the case may be, the quarterly incentive fee shall becomputed as if the effective date of termination were the last day ofthe then current calendar quarter and the monthly management fee shallbe prorated 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 management fee shall be proratedby the ratio which the number of business days during which CMFconducted the Partnership's business operations or utilized theAdvisor's services bears in the month to the total number ofbusiness days in such month.

(e) The provisions of thisParagraph 3 shall survive the termination of this Agreement.

4.RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by theAdvisor hereunder are not to be deemed exclusive. CMF on its own behalfand on behalf of the Partnership acknowledges that, subject to theterms of this Agreement, the Advisor and its officers, directors,employees and shareholder(s), may render advisory, consulting andmanagement services to other clients and accounts. The Advisor and itsofficers, directors, employees and shareholder(s) shall be free totrade for their own accounts and to advise other investors and manageother commodity accounts during the term of this Agreement and to usethe same information, computer programs and trading strategies,programs or formulas which they obtain, produce or utilize in theperformance of services to CMF for the Partnership. However, theAdvisor represents, warrants and agrees that it believes that therendering of such consulting, advisory and management services to otheraccounts and entities will not require any material change in theAdvisor's basic trading strategies and will not affect thecapacity of the Advisor to continue to render services to CMF for thePartnership of the quality and nature contemplated by thisAgreement.

(b) If, at any time during the term of thisAgreement, the Advisor is required to aggregate the Partnership'scommodity positions with the positions of any other person for purposesof applying CFTC- or exchange-imposed speculative position limits, theAdvisor agrees that it will promptly notify CMF in writing if thePartnership's positions are included in an aggregate amount whichexceeds the applicable speculative position limit. The Advisor agreesthat, if its trading recommendations are altered because of theapplication of any speculative position limits, it will not modify thetrading instructions with respect to the Partnership's account insuch manner as to affect the Partnership substantiallydisproportionately as compared with the Advisor's other accounts.The Advisor further represents, warrants and agrees that under nocircumstances will it knowingly or deliberately use trading strategiesor methods for the Partnership that are inferior to strategies ormethods employed for any other client or account and that it will notknowingly or deliberately favor any client or account managed by itover any other client or account in any manner, it being acknowledged,however, that different trading strategies or methods may be utilizedfor differing sizes of accounts, accounts with different tradingpolicies, accounts experiencing differing inflows or outflows ofequity, accounts which commence trading at different times, accountswhich have different portfolios or different fiscal years, accountsutilizing different executing brokers and accounts with otherdifferences, and that such differences may cause divergent tradingresults.

(c) It is acknowledged that the Advisor and/or itsofficers, employees, directors and shareholder(s) presently act, and itis agreed that they may continue to act, as advisor for other accountsmanaged by them, and may continue to receive compensation with respectto services for such accounts in amounts which may be more or less thanthe amounts received from the Partnership.

(d) The Advisoragrees that it shall make such information available to CMF respectingthe performance of the Partnership's account as compared to theperformance of other accounts managed by the Advisor or its principalsas shall be reasonably requested by CMF. The Advisor presently

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believes and represents that existingspeculative position limits will not materially adversely affect itsability to manage the Partnership's account given the potentialsize of the Partnership's account and the Advisor's and itsprincipals' current accounts and all proposed accounts for whichthey have contracted to act as trading manager.

5. TERM. (a)This Agreement shall continue in effect until June 30, 2006. CMF may,in its sole discretion, renew this Agreement for additional one-yearperiods upon 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 $500 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 partners owningat least 50% of the outstanding Units shall vote to require CMFto terminate this Agreement; (iv) the Advisor fails to comply with theterms of this Agreement; (v) CMF, in good faith, reasonably determinesthat the performance of the Advisor has been such that CMF'sfiduciary duties to the 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 Agreement bygiving not less than 30 days' notice to CMF (i) in the event thatthe trading policies of the Partnership as set forth in the Memorandumare changed in such manner that the Advisor reasonably believes willadversely affect the performance of its trading strategies; (ii) afterJune 30, 2000; or (iii) in the event that CMF, the General Partner orthe Partnership fails to comply with the terms of this Agreement. TheAdvisor may immediately terminate this Agreement if CMF'sregistration as a commodity trading advisor, or as a commodity pooloperator or its membership in the NFA is terminated or suspended.

(c) Except as otherwise provided in this Agreement, any terminationof this Agreement in accordance with this Paragraph 5 or Paragraph 1(e)shall be without penalty or liability to any party, except for any feesdue to the Advisor pursuant to Section 3 hereof.

6.INDEMNIFICATION. (a)(i) In any threatened, pending or completed action,suit, or proceeding to which the Advisor was or is a party or isthreatened to be made a party arising out of or in connection with thisAgreement or the management of the Partnership's assets by theAdvisor or the offering and sale of units in the Partnership, CMFshall, subject to subparagraph (a)(iii) of this Paragraph 6, indemnifyand hold harmless the Advisor against any loss, liability, damage,cost, expense (including, without limitation, attorneys' andaccountants' fees), judgments and amounts paid in settlementactually and reasonably incurred by it in connection with such action,suit, or proceeding if the Advisor acted in good faith and in a mannerreasonably believed to be in or not opposed to the best interests ofthe Partnership, and provided that its conduct did not constitutenegligence, intentional misconduct, or a breach of its fiduciaryobligations to the Partnership as a commodity trading advisor, unlessand only to the extent that the court or administrative forum in whichsuch action or suit was brought shall determine upon application that,despite the adjudication of liability but in view of all circumstancesof the case, the Advisor is fairly and reasonably entitled to indemnityfor such expenses which such court or administrative forum shall deemproper; and further provided that no indemnification shall be availablefrom the Partnership if such indemnification is prohibited by Section16 of the Partnership Agreement. The termination of any action, suit orproceeding by 

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judgment, order or settlement shall not, ofitself, create a presumption that the Advisor did not act in good faithand in a manner reasonably believed to be in or not opposed to the bestinterests of the Partnership.

(ii) Without limitingsub-paragraph (i), to the extent that the Advisor has been successfulon the merits or otherwise in defense of any action, suit or proceedingreferred to in subparagraph (i) above, or in defense of any claim,issue or matter therein, CMF shall indemnify it against the expenses(including, without limitation, attorneys' and accountants'fees) actually and reasonably incurred by it in connectiontherewith.

(iii) Any indemnification under subparagraph (i)above, unless ordered by a court or administrative forum, shall be madeby CMF only as authorized in the specific case and only upon adetermination by independent legal counsel in a written opinion thatsuch indemnification is proper in the circumstances because the Advisorhas met the applicable standard of conduct set forth in subparagraph(i) above. Such independent legal counsel shall be selected by CMF in atimely manner, subject to the Advisor's approval, which approvalshall not be unreasonably withheld. The Advisor will be deemed to haveapproved CMF's selection unless the Advisor notifies CMF inwriting, received by CMF within five days of CMF's telecopying tothe Advisor of the notice of CMF's selection, that the Advisordoes not approve the selection.

(iv) In the event the Advisor ismade a party to any claim, dispute or litigation or otherwise incursany loss or expense as a result of, or in connection with, thePartnership's or CMF's activities or claimed activitiesunrelated to the Advisor, CMF shall indemnify, defend and hold harmlessthe Advisor against any loss, liability, damage, cost or expense(including, without limitation, attorneys' and accountants'fees) incurred in connection therewith.

(v) 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 to indemnify,defend and hold harmless CMF, the Partnership and their affiliatesagainst any loss, liability, damage, cost or expense (including,without limitation, attorneys' and accountants' fees),judgments and amounts paid in settlement actually and reasonablyincurred by them (A) as a result of the material breach of any materialrepresentations and warranties made by the Advisor in this Agreement,or (B) as a result of the material breach of any materialrepresentation, warranty or covenant made by AAA Capital Management,Inc. under the Initial Management Agreement, or (C) as a result of anyact or omission of the Advisor or AAA Capital Management, Inc. relatingto the Partnership if there has been a final judicial or regulatorydetermination or, in the event of a settlement of any action orproceeding with the prior written consent of the Advisor or AAA CapitalManagement, Inc., a written opinion of an arbitrator pursuant toParagraph 14 hereof, to the effect that such acts or omissions violatedthe terms of this Agreement in any material respect or involvednegligence, bad faith, recklessness or intentional misconduct on thepart of the Advisor or AAA Capital Management, Inc. (except asotherwise provided in Section 1(g)).

(ii) In the event CMF, thePartnership or any of their affiliates is made a party to any claim,dispute or litigation or otherwise incurs any loss or expense as aresult of, or in connection with, the activities or claimed activitiesof the Advisor, AAA Capital Management, Inc. or their principals,officers, directors, shareholder(s) or employees unrelated toCMF's or the Partnership's business, the Advisor shallindemnify, defend and hold harmless CMF, the Partnership or any oftheir affiliates against any loss, liability, damage, cost or expense(including, without limitation, attorneys' and accountants'fees) incurred in connection therewith.

(c) In the event that aperson entitled to indemnification under this Paragraph 6 is made aparty to an 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 be made.

(d) None ofthe indemnifications contained in this Paragraph 6 shall be applicablewith respect to default judgments, confessions of judgment orsettlements entered into by the party claiming 

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indemnification without the prior writtenconsent, which shall not be unreasonably withheld, of the partyobligated to indemnify such party.

(e) The provisions of thisParagraph 6 shall survive the termination of this Agreement.

7.REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

(a) The Advisorrepresents and warrants that:

(i) All references to the Advisorand its principals in the Memorandum (or any Supplement thereto) will,after review and approval of such references by the Advisor prior tothe use of such Memorandum in connection with the offering of thePartnership's units, be accurate in all material respects. Theforegoing representation and warranty extends only to the underlyingdata made available by the Advisor for the preparation of theMemorandum and not to any hypothetical or pro forma adjustments made bythe General Partner.

(ii) The information with respect to theAdvisor set forth in the actual performance tables in the Memorandumand/or the Advisor's Disclosure Document is based on all of thecustomer accounts managed on a discretionary basis by theAdvisor's principals and/or the Advisor during the period coveredby such tables and required to be disclosed therein.

(iii) TheAdvisor will be acting as a commodity trading advisor with respect tothe Partnership 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 this Agreement.

(iv) The Advisor is a limited partnership duly organized, validlyexisting and in good standing under the laws of the State of Texas andhas full limited partnership power and authority to enter into thisAgreement and to provide the services required of it hereunder.

(v) The Advisor will not, by acting as a commodity trading advisorto the Partnership, breach or cause to be breached any undertaking,agreement, contract, statute, rule or regulation to which it is a partyor by which it is bound.

(vi) This Agreement has been duly andvalidly authorized, executed and delivered by the Advisor and is avalid and binding agreement enforceable in accordance with itsterms.

(vii) At any time during the term of this Agreement thata memorandum relating to the units is required to be delivered inconnection with the offer and sale thereof, the Advisor agrees upon therequest of CMF to provide the Partnership with such information asshall be necessary so that, as to the Advisor and its principals, suchmemorandum is accurate.

(viii) The Advisor agrees that it shallbe responsible for any liability of AAA Capital Management, Inc. thatarises under the Initial Management Agreement.

(b) CMFrepresents and warrants for itself and the Partnership that:

(i)The Memorandum (as from time to time amended or supplemented, whichamendment or supplement is approved by the Advisor as to descriptionsof itself and its actual performance) 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 thatthe foregoing representation does not apply to any statement oromission concerning the Advisor in the Memorandum, made in relianceupon, and in conformity with, information furnished to CMF by or onbehalf of the Advisor expressly for use in the Memorandum (it beingunderstood that the hypothetical and pro forma adjustments, if any, tothe Advisor's performance were not furnished by the Advisor).

(ii) It is a limited liability company duly organized, validlyexisting and in good standing under the laws of the State of Delawareand has full limited liability company power and authority to performits obligations under this Agreement.

(iii) CMF has the capacityand authority to enter into this Agreement on behalf of thePartnership.

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(iv) This Agreement has been duly andvalidly authorized, executed and delivered on CMF's and thePartnership's behalf and is a valid and binding agreement of CMFand the Partnership enforceable in accordance with its terms.

(v) CMF will not, by acting as General Partner to the Partnershipand the Partnership will not, breach or cause to be breached anyundertaking, agreement, contract, statute, rule or regulation to whichit is a party or by which it is bound which would materially limit oraffect the performance of its duties under this Agreement.

(vi)CMF is registered as a commodity trading advisor and is a member of theNFA, and it will maintain and renew such registration and membershipduring the term of this Agreement.

(c) The General Partnerrepresents and warrants for itself and the Partnership that:

(i)The General Partner is a limited liability company duly organized,validly existing and in good standing under the laws of the State ofDelaware and has full limited liability company power and authority toperform its obligations under this Agreement.

(ii) It isregistered as a commodity pool operator and is a member of the NFA, andit will maintain and renew such registration and membership during theterm of this Agreement.

(iii) The Partnership is a limitedpartnership duly organized and validly existing under the laws of theState of New York and has full limited partnership power and authorityto enter into this Agreement and to perform its obligations under thisAgreement.

8. COVENANTS OF THE ADVISOR, CMF AND THEPARTNERSHIP.

(a) The Advisor agrees as follows:

(i) Inconnection with its activities on behalf of the Partnership, theAdvisor will comply with all applicable rules and regulations of theCFTC and/or the commodity exchange on which any particular transactionis executed.

(ii) The Advisor will promptly notify CMF of thecommencement of any material suit, action or proceeding involving it,whether or not any such suit, action or proceeding also involves CMF.The Advisor will provide CMF with copies of any correspondence from orto the CFTC, NFA or any commodity exchange in connection with aninvestigation or audit of the Advisor's business activities.

(iii) In the placement of orders for the Partnership's accountand for the accounts 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) The Advisor will maintain anet worth of not less than $1,000,000 during the term of thisAgreement.

(v) The Advisor will make no representations, otherthan those contained in the Memorandum, to investors or prospectiveinvestors in the Partnership with respect to the offering and sale ofUnits in the Partnership without the prior written approval of CMF

(b) CMF agrees for itself and the Partnership that:

(i) CMFand the Partnership will comply with all applicable rules andregulations of the CFTC and/or the commodity exchange on which anyparticular transaction is executed.

(ii) CMF will promptlynotify the 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 the Advisor.

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(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 Agreement constitutes theentire agreement between the parties pertaining to the subject matterhereof.

10. ASSIGNMENT. This Agreement may not be assigned byany party without the express written consent of the other parties.

11. AMENDMENT. This Agreement may not be amended except by thewritten consent of the parties.

12. NOTICES. All notices,demands or requests required to be made or delivered under thisAgreement shall be in writing and delivered personally or by registeredor certified mail or expedited courier, return receipt requested,postage prepaid, to the addresses below or to such other addresses asmay be designated by the party entitled to receive the same by noticesimilarly given:

If to CMF:

Citigroup ManagedFutures LLC

731 Lexington Avenue

25thFloor

New York, New York 10022

Attention:Mr. David J. Vogel

If to the Advisor:

AAA CapitalManagement Advisors, Ltd. 1300 Post Oak Blvd. Suite 350Houston, TX 77056 United States Attention: A. AnthonyAnnunziato

With a copy to:

David R. Allen,Esq. 407 East Main Street Murfreesboro, TN 37130

13.GOVERNING LAW. This Agreement shall be governed by and construed inaccordance with the laws of the State of New York.

14.ARBITRATION. The parties agree that any dispute or controversy arisingout of or relating to this Agreement or the interpretation thereof,shall be settled by arbitration in accordance with the rules, then ineffect, of the NFA or, if the NFA shall refuse jurisdiction, then inaccordance with the rules, then in effect, of the American ArbitrationAssociation; provided, however, that the power of the arbitrator shallbe limited to interpreting this Agreement as written and the arbitratorshall state in writing his reasons for his award. Judgment upon anyaward made by the arbitrator may be entered in any court of competentjurisdiction.

15. NO THIRD PARTY BENEFICIARIES. There are nothird party beneficiaries to this Agreement.

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

|  | CITIGROUP MANAGED FUTURESLLC |
|--|------------------------------|

|  |          |                                                       |
|--|----------|-------------------------------------------------------|
|  | By  | /s/ David J. VogelDavid J.VogelPresident and Director |

|  | SALOMON SMITHBARNEY ORION FUTURES FUND L.P. |
|--|---------------------------------------------|

|  |          |                                         |
|--|----------|-----------------------------------------|
|  | By  | /s/ DavidJ. VogelDavid J. VogelDirector |

|  | AAA CAPITAL MANAGEMENT ADVISORS, LTD. |
|--|---------------------------------------|

|  |           |                                               |
|--|-----------|-----------------------------------------------|
|  | By:  | AAA Capital Management, Inc. (GeneralPartner) |

|  |          |                                                        |
|--|----------|--------------------------------------------------------|
|  | By  | /s/ A. AnthonyAnnunziatoA. Anthony AnnunziatoPresident |

Acknowledged and agreed to by:

AAACAPITAL MANAGEMENT, INC.

|           |                                                        |
|-----------|--------------------------------------------------------|
| By:  | /s/ A. AnthonyAnnunziato A. AnthonyAnnunziatoPresident |

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