exv10w4






Exhibit 10.4




SMITH BARNEY WARRINGTON FUND L.P.

731 Lexington Avenue

25th Floor

New York, New York 10022




CITIGROUP MANAGED FUTURES LLC

731 Lexington Avenue

25th Floor

New York, New York 10022




September 30, 2008




Credit Suisse Securities (USA) LLC

Private Banking USA

11 Madison Avenue — 7th Floor

New York, New York 10010

Attention: Dale Miller



Re: Appointment as Placement Agent



Ladies and Gentlemen:




     Smith Barney Warrington Fund L.P., a limited partnership organized under the laws of the State
of New York (the “Fund”), Citigroup Managed Futures LLC, a limited liability company organized
under the laws of Delaware, the Fund’s general partner (the “General Partner”), and Citigroup
Global Markets Inc., a New York corporation and commodity broker for the Fund (“CGM”) hereby agree
with Credit Suisse Securities (USA) LLC (the “Placement Agent”) as follows:




	1.	 	Fund Offering.
	 
	 	 	The Fund issues and sells its limited partnership interests (“Units”) pursuant to the Fund’s
Private Placement Offering Memorandum and Disclosure Document as amended or supplemented
from time to time, as filed with the National Futures Association (the “Disclosure Document”
and the “NFA,” respectively), and has appointed and/or expects to appoint other agents as
placement and selling agents in connection with the sale of Units.
	 
	2.	 	Definitions.
	 
	 	 	All capitalized terms used in this agreement (“Agreement”) that are not separately defined
herein shall have the respective meaning set forth in the Disclosure Document. For purposes
of this Agreement, although materiality shall be defined by reference to applicable law, the
parties acknowledge that market movements are inherent in investment activities and
therefore generally will not be deemed material factors requiring supplements, updates or
amendments to the Disclosure Document or other Approved Offering Material (as defined
below). Notwithstanding the preceding sentence, the Fund, the General Partner and CGM
acknowledge and agree that it is their sole responsibility (and not the Placement Agent’s
responsibility) to determine when such market movements may be material to an investor in
the Units such that a supplement, update or amendment to the Disclosure Document or other
Approved Offering Material is required to be prepared and distributed to investors who are
Placement Agent Customers (as defined below).




 









 












	3.	 	Placement of Units.






	 	(a)	 	Subject to the terms and conditions set forth herein, the Fund hereby appoints
the Placement Agent as the Fund’s non-exclusive placement agent in connection with the
placement of Units. Subject to the performance in all material respects by each of the
Fund, the General Partner and CGM of its obligations hereunder, and to the completeness
and accuracy in all material respects of all of the representations and warranties of
each of the Fund, the General Partner and CGM contained herein, the Placement Agent
hereby accepts such agency and agrees on the terms and conditions herein set forth to
find qualified subscribers for Units (“Placement Agent Customers”) and to assist the
Fund in obtaining payment for Units from Placement Agent Customers.
	 
	 	(b)	 	The offers and sales of Units are to be effected pursuant to the exemption from
registration in Section 4(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 of Regulation D promulgated under that Act. The Placement Agent,
the Fund and the General Partner have established the following procedures in
connection with the offer and sale of Units and agree that no party hereto will make
offers or sales under this Agreement of any Units except in compliance with such
procedures:






	 	(i)	 	Offers of Units will be made only in compliance with Section
4(2) of the Securities Act and Regulation D under that Act and only to
investors that the Placement Agent reasonably believes qualify as “accredited
investors” as defined in Rule 501(a) under that Act, and that meet the
suitability requirements set forth in the Disclosure Document (“Eligible
Investors”).
	 
	 	(ii)	 	No sale of Units to any single investor will be for less than
the minimum denominations as specified in the Disclosure Document, unless such
requirement is waived in advance by the General Partner (acting in its capacity
as the Fund’s designated administrator) in its sole discretion.
	 
	 	(iii)	 	No offer or sale of any Units shall be made in any state or
jurisdiction, or to any prospective investor located in any state or
jurisdiction, where such Units have not been registered or qualified for offer
and sale under applicable state securities laws (unless such Units are “covered
securities” within the meaning of the Securities Act, or otherwise exempt from
the registration or qualification requirements of such laws, and any and all
required filings, including notice filings, have been made to perfect such
exemptions or preemptions). The Placement Agent shall not offer or sell Units
in any jurisdiction without the General Partner’s prior written consent.
	 
	 	(iv)	 	No transfers of Units will be effected other than in accordance
with Section 10(b) of the Fund’s Limited Partnership Agreement, as amended,
which, among other things, requires the General Partner’s prior consent.
	 
	 	(v)	 	Without the prior written consent of the General Partner, the
Placement Agent shall sell no more than 100,000 Units.






	 	(c)	 	For purposes of the offering of Units, the Fund has furnished to the Placement
Agent the Disclosure Document and subscription documentation to be furnished to
prospective investors. The Placement Agent is authorized to furnish to prospective
investors only such information concerning the Fund and the offering as may be
contained in the Disclosure Document or any written supplements thereto, or any sales
material, advertising or alternative subscription documentation approved in writing by
the General Partner, if any, for use in connection with the offering or sale of Units
(all such materials, together with the Disclosure Document, being referred to herein as
the “Approved




2









 












	 	 	 	Offering Material”). Modifications of such Approved Offering Material generally
will not be approved as contemplated by the previous sentence except in the case of
modifications solely for the purpose of reflecting formatting or cosmetic changes or
including appropriate references to the Placement Agent by name, address, insignia
or similarly factual identifying characteristics. The Placement Agent will maintain
a written record of each prospective investor to which or to whom it furnishes
Approved Offering Materials and agrees to provide such records to the General
Partner within a reasonable time upon request.






	4.	 	Subscription Procedures.






	 	(a)	 	The Fund will, from time to time, in the sole discretion of the General
Partner, offer Units to investors for purchase (“Offerings”). The Fund expects that
Offerings will occur continuously and that subscriptions for Units will be accepted as
of the first day of the month provided that the General Partner has received a signed
subscription agreement at least eight (8) days before the end of the prior month, and
the subscription amount must be submitted at least six (6) days before the end of the
prior month.
	 
	 	(b)	 	All subscriptions for Units and payments by subscribers of subscription amounts
for Units shall be made pursuant to the terms and conditions set forth in the
Disclosure Document and the subscription documentation. Subscriptions for Units from
Placement Agent Customers shall be subject to processing by the Placement Agent and the
Fund, as described in Section 5 below. The Fund also shall retain an escrow agent as
necessary.
	 
	 	(c)	 	All payments received by the Placement Agent hereunder for subscriptions in the
name and on behalf of the Fund shall be handled by the Placement Agent in accordance
with the terms of the subscription documentation.






	5.	 	Processing of Subscriptions and Redemptions; Operational Procedures.






	 	(a)	 	The Placement Agent shall review each subscription document from any Placement
Agent Customer to confirm that it has been completed in accordance with the
instructions thereto and that each has been completed by or on behalf of an Eligible
Investor and shall promptly forward completed subscription documents, and any other
information required to determine a prospective investor’s eligibility, to the Fund in
care of the General Partner (or any successor entity designated by the Fund or the
General Partner to serve in that capacity), which shall promptly communicate (generally
within five business days) the Fund’s acceptance or rejection of such documents to the
Placement Agent. Prior to forwarding a Subscription Agreement, the Placement Agent
will ensure that the subscriber for Units has a legitimate source of funds, that there
is no reason to suspect such subscriber of money laundering activities, that the
contemplated investment in the Fund by the Placement Agent Customer is suitable to that
customer’s specific circumstances, and that in forwarding the Subscription Agreement
the Placement Agent is compliant with the programs described in both Sections 9(h) and
9(l). The General Partner reserves the right to reject any subscription for Units in
the Fund for any reason. The Placement Agent has no authority to accept subscriptions
for Units and shall be solely responsible for matters relating to the qualification as
an Eligible Investor of any Placement Agent Customer, for evaluating the suitability of
an investment in the Fund for any Placement Agent Customer and for satisfaction of
anti-money-laundering obligations relating to any Placement Agent Customer, each as
contemplated by the preceding sentences of this Section 5(a).
	 
	 	(b)	 	The General Partner will be responsible for, among other things, accurate
primary record keeping, capital accounting, tax reporting, tax withholding and monthly
reconciliation of




3









 












	 	 	 	accounts and net asset values with the Placement Agent. The General Partner also
will be responsible for, among other things, all reporting to regulators and to the
Fund’s limited partners (“Limited Partners”), which shall include, among other
things, a monthly unaudited report and audited annual reports to Limited Partners
(including those that are Placement Agent Customers), each prepared and distributed
in accordance with the rules of the Commodity Futures Trading Commission (the
“CFTC”). The net asset value per Unit in the monthly report shall be transmitted to
the Placement Agent for purposes of allowing the Placement Agent to transmit the
same to Placement Agent Customers promptly following the tenth business day after
each calendar month end.
	 
	 	(c)	 	The Placement Agent shall submit to the General Partner at least ten (10) days
prior to a redemption date a list that includes the name of each Placement Agent
Customer who has requested a redemption as of such date and the number of Units each
wishes to redeem.
	 
	 	(d)	 	The Placement Agent shall ensure that each Placement Agent Customer,
simultaneous with completion of the subscription documents:
	 
	 	 	 	(i) either (A) delivers to the Placement Agent a check made out to the Fund in the
amount of the subscription, which Placement Agent shall submit to the General
Partner along with the subscription documents; or (B) completes a letter in the form
attached as Exhibit II of the subscription document for the Fund, authorizing
Placement Agent to wire funds in the subscription amount for investment in the Fund
to an account specified by the General Partner; and
	 
	 	 	 	(ii) designates in the subscription documents sufficient information for the Fund
and the General Partner to transfer and for the Placement Agent to receive proceeds
from Redemptions. The General Partner will cause redemption proceeds to be wired to
the appropriate Placement Agent Customers.
	 
	 	(e)	 	The General Partner, on behalf of the Fund, may suspend or terminate the
offering of Units at any time as to specific investors, as to specific jurisdictions or
otherwise. Upon notice to the Placement Agent of the terms of such suspension or
termination, the Placement Agent shall suspend solicitation of subscriptions for Units
in accordance with such terms until the Fund notifies the Placement Agent that such
solicitation may be resumed.






	6.	 	Representations and Warranties of the Fund.
	 
	 	 	The Fund represents and warrants to the Placement Agent that:






	 	(a)	 	The Fund has been duly formed under the laws of the State of New York and has
full limited partnership power and authority to effect the offering of its Units and
conduct its business as described in the Disclosure Document. All necessary filings,
consents and other actions necessary to qualify the offering of Units with the
Securities Act, and blue sky offices in each applicable U.S. state and to conduct the
business of the Fund as described in the Disclosure Document have been, or will timely
be, made or taken.
	 
	 	(b)	 	Units to be or which may be issued by the Fund have been duly authorized for
issuance and sale, and a disclosure document shall be effective at the time such Units
are issued and delivered by the Fund conforming in all material respects to all
statements relating thereto contained in the Disclosure Document.
	 
	 	(c)	 	The issue and sale of Units and the execution, delivery and performance of the
Fund’s obligations under the Disclosure Document will not result in the violation of
any applicable law.




4









 












	 	(d)	 	The Fund will apply the proceeds from the sale of Units for the purposes set
forth in the Disclosure Document.
	 
	 	(e)	 	The Disclosure Document will not contain an untrue statement of any material
fact or omit to state any material fact necessary in order to make statements therein
in the light of the circumstances under which they were made, not misleading.
	 
	 	(f)	 	The Fund shall not offer Units under any of the provisions of this Agreement
and no subscriptions for Units shall be accepted by the Fund unless a current
disclosure document is on file with the NFA.
	 
	 	(g)	 	This Agreement has been duly authorized, executed and delivered by the Fund
and, assuming the General Partner’s and the Placement Agent’s execution hereof, will
constitute a valid and binding agreement of the Fund.
	 
	 	(h)	 	All Approved Offering Material to be given to any potential investor in
connection with the offering or sale of Units will be, as of the date of each sale of
Units in respect of which it is used, true, complete and correct in all material
respects and will not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the
statements contained therein not misleading. The Fund agrees to advise the Placement
Agent promptly of the occurrence of any event or other change which, in the opinion of
counsel to the Fund, results in the Approved Offering Material containing an untrue
statement of a material fact or omitting to state a material fact required to be stated
therein or necessary to make the statements contained therein not misleading. (With
regard to sales material, advertising or subscription documentation prepared by the
Placement Agent and approved in writing by the Fund, such representation and warranty
extends only to statements regarding the Fund, the General Partner, or other matters
relating to the business of each of these and as to which any of them reasonably has,
or should have, knowledge.) The Fund recognizes and confirms that the Placement Agent
(i) will be using and relying primarily on the information in the Approved Offering
Material in performing the services contemplated hereunder without having independently
verified the same, (ii) does not assume responsibility for the accuracy or completeness
of such information or of the Approved Offering Material and (iii) will not make any
appraisal of any assets of the Fund.






	7.	 	Covenants of the Fund and the General Partner.
	 
	 	 	The Fund covenants and agrees with the Placement Agent as follows:






	 	(a)	 	The Placement Agent and the Placement Agent’s counsel shall be furnished with
such documents and opinions as the Placement Agent and they may reasonably require,
from time to time, for the purpose of enabling the Placement Agent or them to pass upon
the issuance and sale of Units as herein contemplated and related proceedings, or in
order to evidence the accuracy of any of the representations and warranties, or the
fulfillment of any of the conditions herein contained; and all proceedings taken by the
Fund and in connection with the issuance and sale of Units as herein contemplated shall
be satisfactory in form and substance to the Placement Agent and the Placement Agent’s
counsel.
	 
	 	(b)	 	If, at any time after the commencement of an offering of Units and prior to its
termination, an event occurs which in the opinion of counsel to the Fund materially
affects the Fund and which should be set forth in an amendment or supplement to the
Disclosure Document in order to make the statements therein not misleading in light of
the circumstances under which they are made, the General Partner will notify the
Placement Agent as promptly as practicable of the occurrence of such event and promptly




5









 












	 	 	 	prepare and furnish to the Placement Agent copies of an amendment or supplement to
the Disclosure Document, in such reasonable quantities as the Placement Agent may
request in order that the Disclosure Document will not contain any untrue statement
of any material fact or omit to state a material fact which in the opinion of such
counsel is necessary to make the statements therein not misleading in light of the
circumstances under which they are made.






	8.	 	Representations and Warranties of the General Partner and CGM.






	 	(a)	 	The General Partner represents and warrants that it has been duly formed and is
validly existing as a limited liability company in good standing under the laws of the
State of Delaware with all requisite power and authority, all necessary authorizations,
approvals, orders, licenses, certificates and permits of and from all governmental
regulating officials and bodies, and all necessary rights, licenses and permits from
other parties, to conduct its business.
	 
	 	 	 	This Agreement has been duly authorized, executed and delivered by the General
Partner and, assuming the Fund’s, CGM’s and the Placement Agent’s execution hereof,
will constitute a valid and binding agreement of the General Partner.
	 
	 	(b)	 	CGM represents and warrants that it has been duly formed and is validly
existing as a corporation in good standing under the laws of the State of New York with
all requisite power and authority, all necessary authorizations, approvals, orders,
licenses, filings, registrations, certificates and permits of and from all governmental
regulating officials and bodies, and all necessary rights, licenses and permits from
other parties, to conduct its business.
	 
	 	 	 	This Agreement has been duly authorized, executed and delivered CGM and,
assuming the Fund’s, the General Partner’s and the Placement Agent’s execution
hereof, will constitute a valid and binding agreement of the CGM.






	9.	 	Representations and Warranties of the Placement Agent.
	 
	 	 	The Placement Agent represents and warrants that:






	 	(a)	 	The Placement Agent has been duly formed and is validly existing as a limited
liability company in good standing under the laws of Delaware with all requisite power
and authority, all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulating officials and bodies, and all
necessary rights, licenses and permits from other parties, to conduct its business.
	 
	 	(b)	 	This Agreement has been duly authorized, executed and delivered by the
Placement Agent and, assuming the Fund’s and the General Partner’s execution hereof,
will constitute a valid and binding agreement of the Placement Agent.
	 
	 	(c)	 	The Placement Agent has and will maintain, with respect to both itself and any
of its employees who solicit prospective Placement Agent Customers, all licenses and
registrations necessary under applicable law and regulations (including the rules of
The Financial Industry Regulatory Authority, Inc. (the “FINRA”) and the CFTC) to
provide the services required to be provided by the Placement Agent hereunder and/or
its employees, or determine that such employees are exempt from such registration and
membership. The Placement Agent is registered with (i) the Securities and Exchange





6









 











	 	 	 	Commission as a broker-dealer and is admitted to membership in the FINRA and (ii)
the CFTC as a futures commission merchant and is a member of the NFA in that
capacity. The Placement Agent’s authority under its FINRA membership contemplates
that the Placement Agent may act as placement agent for securities in the manner
contemplated by this Agreement.
	 
	 	(d)	 	The Placement Agent will not offer or sell the Units by any form of general
solicitation or general advertising within the meaning of Rule 502(c) of Regulation D,
and will not solicit any offer to buy or offer to sell Units in any manner which would
be inconsistent with applicable laws and regulations or with the procedures for
solicitation contemplated by the Disclosure Document. The Placement Agent has not and
will not solicit any offer to buy or sell Units in any jurisdiction in which it and its
personnel are not duly licensed to do so. Additionally, the Placement Agent will
appropriately disclose to each subscriber of Units that is a Placement Agent Customer
the compensation the Placement Agent will receive for its services in selling Units and
will provide the General Partner with the Placement Agent Customer’s acknowledgment of
such disclosure.
	 
	 	(e)	 	The Placement Agent shall not offer Units under any of the provisions of this
Agreement and no subscriptions for Units shall be accepted unless it has received prior
confirmation from the General Partner or the Fund that a current disclosure document is
on file with the NFA.
	 
	 	(f)	 	The Placement Agent will furnish each subscriber of Units that is a Placement
Agent Customer a copy of the Disclosure Document and the subscription documentation,
the additional subscription documentation (in the case of an existing Limited Partner
that is a Placement Agent Customer), and any other such additional information as the
Fund or the General Partner sees fit or as may be reasonably requested by the General
Partner or required by applicable law or regulation, prior to such person’s admission
as a Limited Partner of the Fund; provided that the General Partner or the Fund shall
provide such documentation to the Placement Agent in sufficient quantities as the
Placement Agent shall reasonably request. In the case of an additional investment by a
Placement Agent Customer, prior to the acceptance of an additional subscription, the
Placement Agent will furnish each Placement Agent Customer with a current copy of the
Disclosure Document and the subscription documentation, and any other such additional
information as the Fund or the General Partner sees fit or as may be reasonably
requested by the General Partner or required by applicable law or regulation.
	 
	 	(g)	 	The Placement Agent will not sell Units to any potential investor that does not
qualify as an accredited investor under Rule 501 of Regulation D under the Securities
Act.
	 
	 	(h)	 	The Placement Agent will not sell Units to any potential investor that
represents it is, or will become, a “Benefit Plan Investor” within the meaning of U.S.
Department of Labor Regulation 29 CFR 2510.3-101, as amended by the Pension Protection
Act of 2006 (the “Plan Assets Regulation”). A “Benefit Plan Investor” is, including
but not limited to, any plan or fund organized by an employer or employee organization
subject to Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or any plans subject to Section 4975 of the Internal Revenue Code of 1986
(the “Code”) to provide retirement, deferred compensation, welfare or similar benefits
to employees or beneficiaries, including an entity described in Section (g) of the Plan
Assets Regulation, in which 25% or more of any class of equity interests is owned by
such plans and that is primarily engaged in the business of investing capital.
	 
	 	(i)	 	The Placement Agent will not sell Units to any person unless, immediately
before making such sales, the Placement Agent reasonably believes such person (i) would
be able to





7









 











	 	 	 	represent that such person is acquiring the Units for such person’s own account as
principal for investment and not with a view to resale or distribution and (ii)
meets such other suitability standards as are specified in the Disclosure Document
and any other conditions contained in the accompanying subscription materials. With
respect to state blue sky requirements, the Placement Agent agrees to cooperate with
the General Partner as reasonably necessary for the General Partner to effectuate
any required or advisable filings. Additionally, the Placement Agent shall be
responsible for issues relating to the licensing of its representatives and agents
in such jurisdictions.
	 
	 	(j)	 	The Placement Agent has adopted suitability and other compliance policies and
procedures with respect to offerings to investors subject to minimum eligibility
qualifications, and will do all that is reasonable in the industry to ensure that such
policies and procedures remain current with all applicable regulatory requirements and
are enforced during the term of this Agreement. The Placement Agent has read and is
aware of NASD IM-2310-3 relating to a FINRA member’s suitability obligations to
institutional (and sophisticated) customers.
	 
	 	(k)	 	The Placement Agent will not externally publish or furnish any offering
literature, advertising or marketing or other materials that contain any reference to
the Fund or the General Partner without the prior written consent of the General
Partner contemplated by Section 3(c) hereof. No employee of the Placement Agent or
other person acting on behalf of the Placement Agent is authorized to make any
representation (oral or otherwise) concerning the Fund or the Units except those
contained in the Disclosure Document and other Approved Offering Material.
	 
	 	(l)	 	For each Placement Agent Customer, Placement Agent shall submit an executed
copy of the completed subscription agreement, signed by a person authorized to bind the
Placement Agent, which was used by the Placement Agent to verify the Placement Agent
Customer’s qualifications as an Eligible Investor.
	 
	 	(m)	 	The Placement Agent has adopted policies and procedures reasonably designed to
detect and prevent money laundering activities in compliance with applicable laws and
regulations and regulatory interpretations (including the USA Patriot Act). The
Placement Agent undertakes that it shall: (a) conduct its operations in accordance with
applicable laws, regulations and regulatory interpretations, including all relevant
sections of the USA Patriot Act; (b) provide access to its books, records and
operations relating to its anti-money laundering compliance by appropriate regulatory
authorities, and if appropriate under the circumstances (subject to applicable law), by
the General Partner and the Fund; (c) look through any nominees or intermediaries to
the ultimate beneficial owner of Units, as required by law; (d) upon the request of a
regulatory authority, provide copies of records of investor due diligence performed
with respect to Placement Agent Customers and potential investors in the Fund; (e)
certify in writing at least annually, upon written request, that it has implemented an
anti-money laundering program in accordance with applicable rules and regulations of a
federal functional regulator, as that term is defined for purposes of 31 CFR §103.122,
and that it is in compliance with all applicable anti-money-laundering laws, rules,
regulations and regulatory interpretations, including Section 326 of the USA Patriot
Act, with respect to the services provided under this Agreement, and that it has
performed the required customer identification verification process consistent with the
Citigroup Customer Identification Program (a copy of which has been provided to the
Placement Agent by the Genera Partner); and (f) adopt processes, procedures and systems
reasonably designed to ensure compliance with economic sanctions programs administered
by the U.S. Department of the Treasury’s Office of Foreign Assets Control, including
prohibitions set forth in the list of specially





8









 











	 	 	 	designated nationals and blocked persons (commonly known as the “SDN List”). For
the avoidance of doubt, the Placement Agent agrees that it shall be responsible for
screening each Placement Agent Customer pursuant to applicable anti-money laundering
requirements and that the delivery of a subscription agreement to the General
Partner shall serve as the Placement Agent’s representation that it has complied
with this obligation.
	 
	 	(n)	 	As required by applicable provisions of the Gramm-Leach-Bliley Act, any other
applicable laws or regulations, and at all times in accordance with the Fund’s privacy
policy described in its Disclosure Document, the Placement Agent, the General Partner
and the Fund each respectively agree to provide appropriate protections for personal
financial information and other “nonpublic personal information,” within the meaning of
CFTC Regulation 160.3, of persons invested in the Fund.
	 
	 	(o)	 	The Placement Agent will (a) maintain all records required by law to be kept by
it relating to transactions in Units of the Fund by or on behalf of Placement Agent
Customers and compensation received by the Placement Agent in respect thereto, (b) upon
request by the General Partner in connection with a governmental, court or
administrative proceeding, investigation or request, promptly make such records
available to such requesting party, and (c) promptly notify the General Partner if the
Placement Agent experiences any difficulty in maintaining the records described in the
foregoing clause in an accurate and complete manner.






	10.	 	Compensation of Placement Agent.
	 
	 	 	Other than as set forth below, the Placement Agent will receive no fee, payment or other
remuneration from the Fund or the General Partner for its services under this Agreement.






	 	(a)	 	In consideration for the services to be provided by the Placement Agent
described herein, the General Partner shall direct CGM to pay to the Placement Agent,
monthly in arrears, a portion of the brokerage fees (the “Brokerage Fee”) earned by CGM
from the Fund attributable to the Units beneficially owned by Placement Agent Customers
as of each applicable month. Such compensation shall be paid for as long as each
Placement Agent Customer holds Units.
	 
	 	(b)	 	(i) CGM shall pay the Placement Agent an ongoing fee calculated in accordance
with subparagraph (ii) of this Section 10(b) (the “Ongoing Fee”), which payment shall
commence either: (A) immediately, with respect to Units for which no Upfront Fee
(defined below) is paid; or (B) after the Upfront Fee has been recouped by CGM, as
described in subparagraph (iii) of this Section 10(b).






	 	(ii)	 	With respect to Units for which no Upfront Fee was paid, the
monthly Ongoing Fee shall equal one-twelfth of 3.00% of the Fund’s net assets
attributable to the Units held by Placement Agent Customers (computed monthly
by the General Partner by multiplying the Fund’s net assets attributable to the
Units held by Placement Agent Customers as of the last business day of each
month by 3.00%, and dividing the result thereof by 12); or (B) one-twelfth of
80.00% of the Brokerage Fee attributable to the Units held by Placement Agent
Customers.
	 
	 	(iii)	 	(A) Upon the sale of Units to Placement Agent Customers, the
Placement Agent may elect to receive a fee in advance of any fees being earned
(the “Upfront Fee”). The Upfront Fee shall be equal to 3.00% of the
subscription amount of the Units to which it applies. With respect to such
Units, payment of the Ongoing Fee shall commence after an amount equal to the
Upfront Fee has been recouped by CGM by holding back a sum equal to the amount
of the Ongoing




9









 












	 	 	 	Fee that would have been paid to the Placement Agent with respect to such
Units, but for the payment of the Upfront Fee (the “Recouped Fee”). For the
avoidance of doubt, the Recouped Fee shall equal the Upfront Fee that was
paid with respect to these Units. The Recouped Fee shall be calculated on a
monthly basis by multiplying the Fund’s net assets attributable to Units
held by Placement Agent Customers by the lesser of: (1) one-twelfth of 3.00%
of the Fund’s net assets attributable to the Units held by the Placement
Agent Customers, or (2) one-twelfth of 80.00% of the Brokerage Fee
attributable to the Units held by the Placement Agent Customers.
	 
	 	 	 	(B) With respect to Units for which Placement Agent has elected to receive
an Upfront Fee, in the event a Placement Agent Customer redeems his Units
before the Upfront Fee is recouped by CGM, or upon termination of this
Agreement, the Placement Agent shall promptly remit to CGM the balance of
any unrecouped amount as calculated by the General Partner.






	 	(c)	 	The Placement Agent may pass such compensation or a portion thereof on to its
associated persons who are registered as such with the CFTC and NFA and have passed the
Series 3 or 31 Commodity Futures Examination or have been “grandfathered” as an
associated person qualified to do commodity brokerage, or have a valid exemption from
such registrations.
	 
	 	(d)	 	As of the date of this Agreement the Brokerage Fee is 3.75% per annum. The
General Partner shall notify the Placement Agent within a reasonable time in the event
the Brokerage Fee rate is reduced.






	11.	 	Indemnification and Contribution.
	 
	 	 	The parties agree to indemnify each other as follows:






	 	(a)	 	Each of the Fund and the General Partner agrees to indemnify and hold harmless
the Placement Agent and each person, if any, who controls the Placement Agent within
the meaning of Section 15 of the Securities Act, against any and all losses,
liabilities, claims, damages and expenses whatsoever (including, but not limited to,
attorneys’ fees and any and all expenses whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or litigation),
joint or several, to which the Placement Agent or they may become subject in any
jurisdiction, insofar as such losses, liabilities, claims, damages or expense (or
actions in respect thereof) arise out of or are based upon (i) any breach by the Fund
or the General Partner of any obligation, representation, warranty or covenant under
this Agreement or (ii) any act or omission of the Fund or the General Partner
including, but not limited to, any untrue statement or alleged untrue statement of a
material fact contained in the Disclosure Document or the subscription documentation or
any amendment or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that each
of the Fund and the General Partner will not be liable in any such case to the extent,
but only to the extent, that any such loss, liability, claim, damage or expense arises
out of or is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Fund or the General Partner by the Placement Agent





10









 











	 	 	 	or through the Placement Agent expressly for the use therein; and further provided
that this indemnity shall not protect the Placement Agent or any other person who
may otherwise be entitled to indemnity hereunder from or against any liability to
which the Placement Agent or they would be subject by reason of the Placement
Agent’s own or their own willful misfeasance, bad faith, negligence or reckless
disregard of the Placement Agent’s or their duties hereunder. This indemnity will
be in addition to any liability which the Fund or the General Partner may otherwise
have incurred under this Agreement.
	 
	 	(b)	 	The Placement Agent agrees to indemnify and hold harmless each of the Fund, the
General Partner and CGM and each person who controls the Fund, the General Partner and
CGM within the meaning of Section 15 of the Securities Act, against any losses,
liabilities, claims, damages and expenses whatsoever (including, but not limited to,
attorneys’ fees and any and all expenses whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or litigation),
joint or several, to which the Fund, the General Partner and CGM or they may become
subject in any jurisdiction, insofar as such losses, liabilities, claims, damages or
expenses (or actions in respect thereof) arise out of or are based upon (i) any breach
by the Placement Agent of any obligation, representation, warranty or covenant under
this Agreement or (ii) any untrue statement or alleged untrue statement of a material
fact contained in the Disclosure Document, or any amendment or supplement thereto, or
the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that any such loss, liability, claim, damage or expense
arises out of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Fund, the General Partner or CGM by the Placement
Agent or on the Placement Agent’s behalf through the Placement Agent expressly for use
therein; provided, however, that the Placement Agent will not be liable in any such
case to the extent, but only to the extent, that any such loss, liability, claim,
damage or expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished by the Fund, the General Partner or CGM
or any other person who may otherwise be entitled to indemnity hereunder from or
against any liability to which the Fund, the General Partner or CGM would be subject by
reason of their own willful misfeasance, bad faith, negligence or reckless disregard of
their duties hereunder. This indemnity will be in addition to any liability which the
Placement Agent may otherwise have incurred under this Agreement.
	 
	 	(c)	 	Promptly after receipt by an indemnified party under subsection (a) or (b)
above of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under such
subsection, notify the party against whom indemnification is to be sought in writing of
the commencement thereof (but the failure so to notify an indemnifying party shall not
relieve it from any other liability which it may have under this Section 11 (except to
the extent that it has been prejudiced in any material respect by such failure) or from
any liability which it may have otherwise). In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to the
extent it may elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the defense
thereof with counsel satisfactory to such





11









 











	 	 	 	indemnified party; provided, however, that if, in the judgment of such indemnified
party, a conflict of interest exists where it is advisable for such indemnified
party to be represented by separate counsel, the indemnified party shall have the
right to employ separate counsel in any such action, in which event the fees and
expenses of such separate counsel shall be borne by the indemnifying party or
parties. After notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof and the approval by the indemnified party
of counsel, the indemnifying party shall not be liable to such indemnified party
under such subsections for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of investigation
unless (i) the indemnified party shall have employed separate counsel in accordance
with the provision to the next preceding sentence (it being understood, however,
that the indemnifying party or parties shall not be liable for the expenses of more
than one such separate counsel representing the indemnified parties under subsection
(a) of this Section 11 who are parties to such action), (ii) the indemnifying party
or parties shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party or parties have
authorized the employment of counsel for the indemnified party at the expense of the
indemnifying party or parties; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to in
such clause (i) or (iii). No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a party
and indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such proceeding.






	12.	 	Representations and Indemnities to Survive Delivery.
	 
	 	 	The agreements, representations, warranties, indemnities, fees and other statements of the
parties and their officers set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Placement Agent, the Fund, the General Partner,
CGM, directors, partners or officers of any of the foregoing or any person controlling any
of the foregoing, and (iii) acceptance of any payment for Units hereunder. The provisions
of this Section 12 shall survive the termination or cancellation of this Agreement.
	 
	13.	 	Effective Date and Term of Agreement.
	 
	 	 	This Agreement shall become effective for all purposes as of the date hereof and shall
remain in effect until June 30, 2009. Thereafter, this Agreement shall continue in effect
from year to year, provided that each such continuance is approved by the General Partner.
	 
	14.	 	Termination.
	 
	 	 	This Agreement may be terminated as follows:






	 	(a)	 	Any party may terminate this Agreement without cause by written notice to the
other parties on not less than sixty (60) days notice, or, if there has been a material
breach of any condition, warranty, representation or other term of this Agreement by
the other party, by written notice to such party at any time.
	 
	 	(b)	 	By written notice to the Fund or the General Partner, the Placement Agent may
terminate this Agreement at any time if (i) there has been, since the respective dates
as of which




12









 












	 	 	 	information is given in the Disclosure Document, any material adverse change in the
condition, financial or otherwise, of the Fund or the General Partner, which in the
Placement Agent’s opinion, will make it inadvisable to proceed with the delivery of
Units; (ii) there has occurred any outbreak of hostilities or other domestic or
international calamity or crisis the effect of which on the financial markets is so
substantial and adverse as to make it, in the Placement Agent’s judgment,
impracticable to market Units or enforce contracts for the sale of Units; and (iii)
any order suspending the sale of Units shall have been issued by any jurisdiction in
which a sale or sales of Units shall have been made, or proceedings for that purpose
shall have been initiated or, to the Placement Agent’s best knowledge and belief,
shall be contemplated.
	 
	 	(c)	 	Upon termination of this Agreement, the Placement Agent shall continue to
provide services to Placement Agent Customers including facilitating redemption
requests and shall be entitled to receive compensation as described in Section 10 for
as long as any Placement Agent Customer remains invested in the Fund and Placement
Agent continues to provide services pursuant to the terms of this Agreement.






	15.	 	Confidentiality.






	 	(a)	 	Each party shall keep confidential any non-public information in respect of the
Limited Partners and any confidential information relating to the business of each
other party. Without limiting the foregoing, the Fund, the General Partner, CGM and
their respective employees, agents, officers and directors (collectively, the
“Recipients”) shall keep and retain in the strictest confidence, and not use for the
benefit of itself, themselves or others, information pertaining to the identity of, and
other non-public personal information with respect to, the Placement Agent Customers
which have subscribed for Units. Without limiting the generality of the preceding
undertaking, a Recipient shall not directly solicit any person it knows to be a
Placement Agent Customer as a result of the Placement Agent’s actions hereunder, with
respect to either the purchase of an interest in any investment vehicle or entity
sponsored or offered by a Recipient. Participation by a Recipient in a meeting with a
Placement Agent Customer at the request of an employee of the Placement Agent or an
affiliate shall not be deemed a violation of the foregoing undertaking.
	 
	 	(b)	 	Notwithstanding anything to the contrary in subsection (a) of this Section 15,
the Placement Agent agrees that the Fund, the General Partner and/or CGM may disclose
the name (or other identifying or descriptive information contained in Fund
subscription documentation, any collateral documentation thereto or otherwise)
regarding any current or former Placement Agent Customer to any regulator having
jurisdiction over the disclosing party, at all times solely to the extent reasonably
necessary to respond to a request for information from (or filing requirement imposed
by) such regulator. The Placement Agent further agrees to cooperate promptly with the
Fund and/or the General Partner in connection with any such regulatory request or
requirement, and the Fund , the General Partner and CGM further agree to use any such
information obtained regarding a Placement Agent Customer solely in connection with
such regulatory request or requirement. The General Partner agrees that it will
promptly notify the Placement Agent of any request of information from a regulator
relating to the Placement Agent or a Placement Agent Customer in its capacity as a
Limited Partner of the Fund.






	16.	 	Services Not Exclusive.
	 
	 	 	The services to be rendered by the Placement Agent hereunder shall be provided on a
non-exclusive basis. The Placement Agent shall be free throughout the term of this
Agreement and after the termination hereof to provide the same or different marketing
services to other funds on





13









 











	 	 	the same or on different terms and conditions. Nothing herein shall restrict the Placement
Agent or its affiliates from creating or marketing any other product or investment vehicle.
	 
	17.	 	Notices.
	 
	 	 	All communications under this Agreement shall be given in writing, sent by facsimile,
followed by registered mail to the address set forth below or to such other address as such
party shall have specified in writing to the other party hereto, and shall be deemed to have
been delivered effective at the earlier of its receipt or within two (2) days after
dispatch.
	 
	 	 	If to the Placement Agent:




Credit Suisse Securities (USA) LLC

Private Banking USA

11 Madison Avenue — 7th Floor

New York, New York 10010

Attention: Dale Miller





	 	 	If to the Fund or the General Partner:




Citigroup Managed Futures LLC

731 Lexington Avenue

25th Floor

New York, New York 10022

Attention: Jennifer Magro





	 	 	If to CGM:




Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attn: Douglas Blagdon





	18.	 	Miscellaneous.






	 	(a)	 	This Agreement may be executed in counterparts, each of which when so executed
and delivered shall constitute one and the same instrument. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and assigns and no other person shall have any right or obligation
hereunder.
	 
	 	(b)	 	This Agreement supersedes all prior agreements and understandings relating to
the subject matter hereof, and neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated except by an instrument in writing signed by
the party against whom enforcement of the change, waiver, discharge or termination is
sought. The headings in this Agreement are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof.






	19.	 	Governing Law.
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the State
of New York. Any action relating to this Agreement may be brought in the state or federal
courts in the State of New York, and each party hereby consents to the non-exclusive
jurisdiction of such courts.




14









 












	20.	 	Limitation of Liability.
	 
	 	 	The parties to this Agreement agree that the obligations of the Fund under this Agreement
shall not be binding upon any Limited Partner of the Fund or any officers, employees or
agents of the Fund, whether past, present or future, individually, but are binding only upon
the assets and property of the Fund.





[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS.]




15









 








     If the foregoing correctly sets forth our understanding with the Placement Agent, please
indicate the Placement Agent’s acceptance in the space provided below.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	SMITH BARNEY WARRINGTON FUND L.P.	 	 
	 	 	By: Citigroup Managed Futures LLC	 	 
	 	 	     (General Partner)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry Pascucci
 

Jerry Pascucci
	 	 
	 

	 	 	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP MANAGED FUTURES LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jerry Pascucci
 

Jerry Pascucci
	 	 
	 

	 	 	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Douglas Blagdon
 

Douglas Blagdon
	 	 
	 

	 	 	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE SECURITIES (USA) LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Hugh Neuburger
 

Hugh Neuburger
	 	 
	 

	 	Title:
	 	Managing Director	 	 







16