Exhibit
10.11




AMENDED AND RESTATED ADVISORY
AGREEMENT


AGREEMENT made as of the 29th day of September
2005 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability
company ("CMF"), SMITH BARNEY AAA ENERGY FUND
L.P., a New York limited partnership (the
"Partnership") and AAA CAPITAL MANAGEMENT,
INC., a Texas corporation (the
"Advisor").


W IT N E S S ET H :

WHEREAS, CMF (formerly known as Smith
Barney Futures Management Inc.) is the general partner of SMITH BARNEY
AAA ENERGY FUND L.P., a limited partnership organized for the purpose
of speculative trading of commodity interests, including futures
contracts, options and forward contracts with the objective of
achieving substantial capital appreciation; and

WHEREAS, such
trading is to be conducted directly or through an investment in SB AAA
Master Fund LLC, a New York limited liability company (the
"Master Fund"); and

WHEREAS, as of the
date of this Agreement, the Advisor is trading the Partnership's
assets through the Master Fund; and

WHEREAS, the Limited
Partnership Agreement establishing the Partnership (the
"Limited Partnership Agreement") permits CMF
to delegate to one or more commodity trading advisors CMF's
authority to make trading decisions for the Partnership; and

WHEREAS, the Advisor is registered as a commodity trading advisor
with the Commodity Futures Trading Commission
("CFTC") and is a member of the National
Futures Association ("NFA"); and

WHEREAS, CMF is registered as a commodity pool operator with the
CFTC and is a member of the NFA; and

WHEREAS, CMF, the
Partnership and the Advisor entered into an Advisory Agreement dated as
of January 30, 1998 (the "Initial Advisory
Agreement"); and

WHEREAS, CMF, the Partnership and
the Advisor have determined to amend and restate the Initial Advisory
Agreement; and

WHEREAS, CMF, the Partnership and the Advisor
wish to enter into this Amended and Restated Advisory Agreement (the
"Agreement") in order to set forth the terms
and conditions upon which the Advisor will render and implement
advisory services in connection with the conduct by the Partnership of
its commodity trading activities during the term of this Agreement;

NOW, THEREFORE, the parties agree to amend and restate the Initial
Advisory Agreement in its entirety as follows:

1. DUTIES OF
THE ADVISOR.    (a) For the period and on the terms and
conditions of this Agreement, the Advisor shall have sole authority and
responsibility, as one of the Partnership's agents and
attorneys-in-fact, for directing the investment and reinvestment of the
assets and funds of the Partnership allocated to it from time to time
by the General Partner in commodity interests, including commodity
futures contracts, options and forward contracts. All such trading on
behalf of the Partnership shall be in accordance with the trading
policies set forth in the Private Placement Memorandum and Disclosure
Document dated April 27, 2001, as supplemented (the
"Memorandum"), and as such trading policies
may be changed from time to time upon receipt by the Advisor of prior
written notice of such change and pursuant to the trading strategy
selected by CMF to be utilized by the Advisor in managing the
Partnership's assets. CMF has selected the Advisor's Energy
Program (Futures and Swaps) (the "Program")
to manage the Partnership's assets allocated to it. Any open
positions or other investments at the time of receipt of such notice of
a change in trading policy shall not be deemed to violate the changed
policy and shall be closed or sold in the ordinary course of trading.
The Advisor may not deviate from the trading policies set forth in the
Memorandum without the prior written consent of the Partnership given
by CMF. The Advisor makes no representation or warranty that the
trading to be directed by it for the Partnership will be profitable or
will not incur losses.








(b) CMF acknowledges receipt of the
Advisor's Disclosure Document dated September 15, 2005 as filed
with the NFA (the "Disclosure Document"). All
trades made by the Advisor for the account of the Partnership, whether
directly or indirectly through the Master Fund, shall be made through
such commodity broker or brokers as CMF shall direct, and the Advisor
shall have no authority or responsibility for selecting or supervising
any such broker in connection with the execution, clearance or
confirmation of transactions for the Partnership or for the negotiation
of brokerage rates charged therefor. However, the Advisor, with the
prior written permission (by either original or fax copy) of CMF, may
direct all trades in commodity futures and options to a futures
commission merchant or independent floor broker it chooses for
execution with instructions to give-up the trades to the broker
designated by CMF, provided that the futures commission merchant or
independent floor broker and any give-up or floor brokerage fees are
approved in advance by CMF. All give-up or similar fees relating to the
foregoing shall be paid by the Partnership after all parties have
executed the relevant give-up agreements (by either original or fax
copy).

(c) The Advisor currently trades the Partnership's
assets allocated to it pursuant to the Program as described in the
Disclosure Document. In the event the Advisor wishes to use a trading
system or methodology other than or in addition to the Program as
described in the Disclosure Document in connection with its trading for
the Partnership, either in whole or in part, it may not do so unless
the Advisor gives CMF prior written notice of its intention to utilize
such different trading system or methodology and CMF consents thereto
in writing. CMF shall, within a reasonable time, change the name of the
Partnership in the event that the Advisor no longer acts as the sole
advisor to the Partnership. In addition, the Advisor will provide five
days' prior written notice to CMF of any change in the trading
system or methodology to be utilized for the Partnership which the
Advisor deems material. If the Advisor deems such change in system or
methodology or in markets traded to be material, the changed system or
methodology or markets traded will not be utilized for the Partnership
without the prior written consent of CMF. In addition, the Advisor will
notify CMF of any changes to the trading system or methodology that
would require a change in the description of the trading strategy or
methods described in the Disclosure Document. Further, the Advisor will
provide the Partnership with a current list of all commodity interests
to be traded for the Partnership's account and will not trade any
additional commodity interests for such account without providing
notice thereof to CMF and receiving CMF's written approval. The
Advisor also agrees to provide CMF, on a monthly basis, with a written
report of the assets under the Advisor's management together with
all other matters deemed by the Advisor to be material changes to its
business not previously reported to CMF.

(d) The Advisor agrees
to make all material disclosures to the Partnership regarding itself
and its principals as defined in Part 4 of the CFTC's regulations
("principals"), shareholders, directors,
officers and employees, their trading performance and general trading
methods, its customer accounts (but not the identities of or
identifying information with respect to its customers) and otherwise as
are required in the reasonable judgment of CMF to be made in any
filings required by Federal or state law or NFA rule or order.
Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor
is not required to disclose the actual trading results of proprietary
accounts of the Advisor or its principals unless CMF reasonably
determines that such disclosure is required in order to fulfill its
fiduciary obligations to the Partnership or the reporting, filing or
other obligations imposed on it by Federal or state law or NFA rule or
order. The Partnership and CMF acknowledge that the trading advice to
be provided by the Advisor is a property right belonging to the Advisor
and that they will keep all such advice confidential. Further, CMF
agrees to treat as confidential any results of proprietary accounts
and/or proprietary information with respect to trading systems obtained
from the Advisor.

(e) The Advisor understands and agrees that
CMF may designate other trading advisors for the Partnership and
apportion or reapportion to such other trading advisors the management
of an amount of Net Assets (as defined in Section 3(b) hereof) as it
shall determine in its absolute discretion. The designation of other
trading advisors and the apportionment or reapportionment of Net Assets
to any such trading advisors pursuant to this Section 1 shall neither
terminate this Agreement nor modify in any regard the respective rights
and obligations of the parties hereunder.

(f) CMF may, from time
to time, in its absolute discretion, select additional trading advisors
and reapportion funds among the trading advisors for the Partnership as
it deems appropriate. CMF shall use 









its best efforts to make reapportionments, if
any, as of the first day of a month. The Advisor agrees that it may be
called upon at any time promptly to liquidate positions in CMF's
sole discretion 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
the liquidation of specific positions by the Advisor. CMF will use its
best efforts to give two days' prior notice to the Advisor of any
reallocations or liquidations.

(g) The Advisor will not be
liable for trading losses in the Partnership's account including
losses caused by errors; provided, however, that (i) the Advisor will
be liable to the Partnership with respect to losses incurred due to
errors committed or caused by it or any of its principals or employees
in communicating improper trading instructions or orders to any broker
on behalf of the Partnership and (ii) the Advisor will be liable to the
Partnership with respect to losses incurred due to errors committed or
caused by any executing broker (other than any CMF affiliate) selected
by the Advisor, (it also being understood that CMF, with the assistance
of the Advisor, will first attempt to recover such losses from the
executing broker).

2. INDEPENDENCE OF THE ADVISOR. For
all purposes herein, the Advisor shall be deemed to be an independent
contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Partnership in any
way and shall not be deemed an agent, promoter or sponsor of the
Partnership, CMF, or any other trading advisor.

3.
COMPENSATION. (a) In consideration of and as compensation for
all of the services to be rendered by the Advisor to the Partnership
under this Agreement, the Partnership shall pay the Advisor (i) a
monthly fee for professional Advisory services equal to 1/6 of
1% (2% per year) of the month-end Net Assets of the
Partnership allocated to the Advisor; and (ii) an annual Profit Share
allocation to its capital account in the Partnership equal to
20% of New Trading Profits (as such term is defined in the
Limited Partnership Agreement) earned by the Advisor for the
Partnership during each calendar year in the form of Units.

(b)
"Net Assets" shall have the meaning set forth
in Paragraph 7(d)(1) of the Limited Partnership Agreement dated as of
January 5, 1998 and without regard to further amendments thereto,
provided that in determining the Net Assets of the Partnership on any
date, no adjustment shall be made to reflect any distributions,
redemptions or Profit Share allocable as of the date of such
determination.

(c) Monthly Advisory fees shall be paid within
twenty (20) business days following the end of the period, for which
such fee is payable. In the event of the termination of this Agreement
as of any date which shall not be the end of a fiscal year or a
calendar month, as the case may be, the monthly Advisory fee shall be
prorated to the effective date of termination. If, during any month,
the Partnership does not conduct business operations or the Advisor is
unable to provide the services contemplated herein for more than two
successive business days, the monthly Advisory fee shall be prorated by
the ratio which the number of business days during which CMF conducted
the Partnership's business operations or utilized the
Advisor's services bears in the month to the total number of
business days in such month.

(d) The provisions of this
Paragraph 3 shall survive the termination of this Agreement.

4.
RIGHT TO ENGAGE IN OTHER ACTIVITIES.    (a) The services
provided by the Advisor hereunder are not to be deemed exclusive. CMF
on its own behalf and on behalf of the Partnership 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 other clients and accounts. The
Advisor and its officers, directors, employees and shareholder(s) shall
be free to trade for their own accounts and to advise other investors
and manage other commodity accounts during the term of this Agreement
and to use the same information, computer programs and trading
strategies, programs or formulas which they obtain, produce or utilize
in the performance of services 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 will not require any material change in the
Advisor's basic trading strategies and will not affect the
capacity of the Advisor to continue to render services to CMF for the
Partnership of the quality and nature contemplated by this
Agreement.








(b) If, at any time during the term of this
Agreement, the Advisor is required to aggregate the Partnership's
commodity positions with the positions of any other person for purposes
of applying CFTC- or exchange-imposed speculative position limits, the
Advisor agrees that it will promptly notify CMF in writing if the
Partnership's positions are included in an aggregate amount which
exceeds the applicable speculative position limit. The Advisor agrees
that, if its trading recommendations are altered because of the
application of any speculative position limits, it will not modify the
trading instructions with respect to the Partnership's account in
such manner as to affect the Partnership substantially
disproportionately as compared with the Advisor's other accounts.
The Advisor further represents, warrants and agrees that under no
circumstances will it knowingly or deliberately use trading strategies
or methods for the Partnership that are inferior to strategies or
methods employed for any other client or account and that it will not
knowingly or deliberately favor any client or account managed by it
over any other client or account in any manner, it being acknowledged,
however, that different trading strategies or methods may be utilized
for differing sizes of accounts, accounts with different trading
policies, accounts experiencing differing inflows or outflows of
equity, accounts which commence trading at different times, accounts
which have different portfolios or different fiscal years, accounts
utilizing different executing brokers and accounts with other
differences, and that such differences may cause divergent trading
results.

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

(d) The Advisor
agrees that it shall make such information available to CMF respecting
the performance of the Partnership's account as compared to the
performance of other accounts managed by the Advisor or its principals
as shall be reasonably requested by CMF. The Advisor presently believes
and represents that existing speculative position limits will not
materially adversely affect its ability to manage the
Partnership's account given the potential size of the
Partnership's account and the Advisor's and its
principals' current accounts and all proposed accounts for which
they have contracted to act as trading advisor.

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-year periods upon notice to the Advisor not less
than 30 days prior to the expiration of the previous period. At any
time during the term of this Agreement, CMF may terminate this
Agreement at any month-end upon 30 days' notice to the Advisor.
At any time during the term of this Agreement, CMF may elect to
immediately terminate this Agreement upon 30 days' notice to the
Advisor if (i) the Net Asset Value per Unit shall decline as of the
close of business on any day to $400 or less; (ii) the Net Assets
allocated to the Advisor (adjusted for redemptions, distributions,
withdrawals or reallocations, if any) decline by 50% or more as
of the end of a trading day from such Net Assets' previous
highest value; (iii) limited partners owning at least 50% of the
outstanding Units shall vote to require CMF to terminate this
Agreement; (iv) the Advisor fails to comply with the terms of this
Agreement; (v) CMF, in good faith, reasonably determines that the
performance of the Advisor has been such that CMF's fiduciary
duties to the Partnership require CMF to terminate this Agreement; or
(vi) CMF reasonably believes that the application of speculative
position limits will substantially affect the performance of the
Partnership. At any time during the term of this Agreement, CMF may
elect immediately to terminate this Agreement if (i) the Advisor
merges, consolidates with another entity, sells a substantial portion
of its assets, or becomes bankrupt or insolvent, (ii)  A. Anthony
Annunziato dies, becomes incapacitated, leaves the employ of the
Advisor, ceases to control the Advisor or is otherwise not managing the
trading programs or systems of the Advisor, or (iii) the
Advisor's registration as a commodity trading advisor with the
CFTC or its membership in the NFA or any other regulatory authority, is
terminated or suspended. This Agreement will immediately terminate upon
dissolution of the Partnership or upon cessation of trading prior to
dissolution.

(b) The Advisor may terminate this Agreement by
giving not less than 30 days' notice to CMF (i) in the event that
the trading policies of the Partnership as set forth in the Memorandum
are changed in such manner that the Advisor reasonably believes will
adversely affect the performance of its trading strategies; (ii) after
June 30, 2006; or (iii) in the event that the General Partner or
Partnership fails to 









comply with the terms of this Agreement. The
Advisor may immediately terminate this Agreement if CMF's
registration as a commodity pool operator or its membership in the NFA
is terminated or suspended.

(c) Except as otherwise provided in
this Agreement, any termination of this Agreement in accordance with
this Paragraph 5 or Paragraph 1(e) shall be without penalty or
liability to any party, except for any fees due 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 is threatened to be made a party
arising out of or in connection with this Agreement or the management
of the Partnership's assets by the Advisor or the offering and
sale of units in the Partnership, CMF shall, subject to subparagraph
(a)(iii) of this Paragraph 6, indemnify and hold harmless the Advisor
against any loss, liability, damage, cost, expense (including, without
limitation, attorneys' and accountants' fees), judgments
and amounts paid in settlement actually and reasonably incurred by it
in connection with such action, suit, or proceeding if the Advisor
acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Partnership, and provided that its
conduct did not constitute negligence, intentional misconduct, or a
breach of its fiduciary obligations to the Partnership as a commodity
trading advisor, unless and only to the extent that the court or
administrative forum in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, the Advisor is fairly and
reasonably entitled to indemnity for such expenses which such court or
administrative forum shall deem proper; and further provided that no
indemnification shall be available from the Partnership if such
indemnification is prohibited by Section 16 of the Partnership
Agreement. The termination of any action, suit or proceeding by
judgment, order or settlement shall not, of itself, create a
presumption that the Advisor did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of
the Partnership.

(ii) Without limiting sub-paragraph (i) above,
to the extent that the Advisor has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred 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 connection therewith.

(iii) Any indemnification under subparagraph (i) above, unless
ordered by a court or administrative forum, shall be made by CMF only
as authorized in the specific case and only upon a determination by
independent legal counsel in a written opinion that such
indemnification is proper in the circumstances because the Advisor has
met the applicable standard of conduct set forth in subparagraph (i)
above. Such independent legal counsel shall be selected by CMF in a
timely manner, subject to the Advisor's approval, which approval
shall not be unreasonably withheld. The Advisor will be deemed to have
approved CMF's selection unless the Advisor notifies CMF in
writing, received by CMF within five days of CMF's telecopying to
the Advisor of the notice of CMF's selection, that the Advisor
does not approve the selection.

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

(v) As used in this
Paragraph 6(a), the terms "Advisor" shall
include the Advisor, its principals, officers, directors, stockholders
and employees and the term "CMF" shall
include the Partnership.

(b)(i) The Advisor agrees to indemnify,
defend and hold harmless CMF, the Partnership and their affiliates
against any loss, liability, damage, cost or expense (including,
without limitation, attorneys' and accountants' fees),
judgments and amounts paid in settlement actually and reasonably
incurred by them (A) as a result of the material breach of any material
representations and warranties made by the Advisor in this Agreement,
or (B) as a result of any act or omission of the Advisor relating to
the Partnership if there has been a final judicial or regulatory
determination or, in the event of a settlement of any action










or proceeding with the prior written consent
of the Advisor, a written opinion of an arbitrator pursuant to
Paragraph 14 hereof, to the effect that such acts or omissions violated
the terms of this Agreement in any material respect or involved
negligence, bad faith, recklessness or intentional misconduct on the
part of the Advisor (except as otherwise provided in Section 1(g)).

(ii) In the event CMF or the Partnership or any of their affiliates
is made a party to any claim, dispute or litigation or otherwise incurs
any loss or expense as a result of, or in connection with, the
activities or claimed activities of the Advisor or its principals,
officers, directors, shareholder(s) or employees unrelated to
CMF's or the Partnership's business, the Advisor shall
indemnify, defend and hold harmless CMF and the Partnership or any of
their 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 a
person entitled to indemnification under this Paragraph 6 is made a
party to an action, suit or proceeding alleging both matters for which
indemnification can be made hereunder and matters for which
indemnification may not be made hereunder, such person shall be
indemnified only for that portion of the loss, liability, damage, cost
or expense incurred in such action, suit or proceeding which relates to
the matters for which indemnification can be made.

(d) None of
the indemnifications contained in this Paragraph 6 shall be applicable
with respect to default judgments, confessions of judgment or
settlements entered into by the party claiming indemnification without
the prior written consent, which shall not be unreasonably withheld, of
the party obligated to indemnify such party.

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

7.     REPRESENTATIONS, WARRANTIES AND
AGREEMENTS.

(a) The Advisor represents and warrants
that:

(i) All references to the Advisor and its principals in
the Disclosure Document are accurate in all material respects and as to
them the Disclosure Document does not contain any untrue statement of
material fact or omit to state a material fact which is necessary to
make the statements therein not misleading. All references to the
Advisor and its principals, if any, in the Memorandum or a supplement
thereto will, after review and approval of such references by the
Advisor prior to the use of such Memorandum in connection with the
offering of the Partnership's units, be accurate in all material
respects, except that with respect to any hypothetical or pro forma
performance information in such Memorandum, if any, this representation
and warranty extends only to any underlying data made available by the
Advisor for the preparation thereof and not to any hypothetical or pro
forma adjustments. 

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

(iii) The Advisor will be
acting as a commodity trading advisor with respect to the Partnership
and not as a securities investment adviser and is duly registered with
the CFTC as a commodity trading advisor, is a member of the NFA, and is
in compliance with such other registration and licensing requirements
as shall be necessary to enable it to perform its obligations
hereunder, and agrees to maintain and renew such registrations and
licenses during the term of this Agreement.

(iv) The Advisor is
a corporation duly organized, validly existing and in good standing
under the laws of the State of Texas and has full corporate power and
authority to enter into this Agreement and to provide the services
required of it hereunder.

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

(vi)
This Agreement has been duly and validly authorized, executed and
delivered by the Advisor and is a valid and binding agreement
enforceable in accordance with its terms.

(vii) At any time
during the term of this Agreement that a prospectus relating to the
Units is required to be delivered in connection with the offer and sale
thereof, the Advisor agrees upon the request of CMF 









to provide the Partnership with such
information as shall be necessary so that, as to the Advisor and its
principals, such prospectus is accurate.

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

(i) The Memorandum
(as from time to time amended or supplemented, which amendment or
supplement is approved by the Advisor as to descriptions of itself and
its actual performance) does not contain any untrue statement of a
material fact or omit to state a material fact which is necessary to
make the statements therein not misleading, except that the foregoing
representation does not apply to any statement or omission concerning
the Advisor in the Memorandum, made in reliance upon, and in conformity
with, information furnished to CMF by or on behalf of the Advisor
expressly for use in the Memorandum (it being understood that any
hypothetical and pro forma performance adjustments, if any, will not be
deemed to be furnished by the Advisor).

(ii) It is a limited
liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware and has full limited liability
company power and authority to perform its obligations under this
Agreement.

(iii) CMF and the Partnership have the capacity and
authority to enter into this Agreement on behalf of the
Partnership.

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

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

(vi)
It is registered as a commodity pool operator and is a member of the
NFA, and it will maintain and renew such registration and membership
during the term of this Agreement.

(vii) The Partnership is a
limited partnership duly organized and validly existing under the laws
of the State of New York and has full power and authority to enter into
this Agreement and to perform its obligations under this Agreement.

8.    COVENANTS OF THE ADVISOR, CMF AND THE
PARTNERSHIP.

(a) The Advisor agrees as follows:

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

(ii) The Advisor will promptly notify
CMF of the commencement 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 or to the CFTC, NFA or any commodity exchange in
connection with an investigation or audit of the Advisor's
business activities.

(iii) In the placement of orders for the
Partnership's account and for the accounts of any other client,
the Advisor will utilize a pre-determined, systematic, fair and
reasonable order entry system, which shall, on an overall basis, be no
less favorable to the Partnership than to any other account managed by
the Advisor. The Advisor acknowledges its obligation to review the
Partnership's positions, prices and equity in the account managed
by the Advisor daily and within two business days to notify, in
writing, the broker and CMF and the Partnership's brokers of (i)
any error committed by the Advisor or its principals or employees; (ii)
any trade which the Advisor believes was not executed in accordance
with its instructions; and (iii) any discrepancy with a value of
$10,000 or more (due to differences in the positions, prices or equity
in the account) between its records and the information reported on the
account's daily and monthly broker statements.

(iv) The
Advisor will maintain a net worth of not less than $ 1,000,000 during
the term of this Agreement.








(v) The Advisor will make no
representations, other than those contained in the Memorandum, to
investors or prospective investors in the Partnership with respect to
the offering and sale of Units in the Partnership without the prior
written approval of CMF.

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

(i) CMF and the Partnership will comply with
all applicable rules and regulations of the CFTC and/or the commodity
exchange on which any particular transaction is executed.

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

(iii) CMF will be responsible for compliance with the
USA Patriot Act and related anti-money-laundering regulations with
respect to the Partnership and its limited partners.

9.
COMPLETE AGREEMENT.    This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter
hereof.

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

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

12.
NOTICES.    All notices, demands or requests required to be
made or delivered under this Agreement shall be in writing and
delivered personally or by registered or certified mail or expedited
courier, return receipt requested, postage prepaid, to the addresses
below or to such other addresses as may be designated by the party
entitled to receive the same by notice similarly given:

If to
CMF:

Citigroup Managed Futures LLC
 731 Lexington
Avenue - 25th Floor
 New York, New York 10022

Attention: David J. Vogel

If to the Advisor:

AAA
Capital Management, Inc.
 1300 Post Oak Boulevard - Suite 350

Houston, Texas 77056
 Attention: A. Anthony Annunziato

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 in
accordance with the laws of the State of New York.

14.
ARBITRATION.    The parties agree that any dispute or
controversy arising out of or relating to this Agreement or the
interpretation thereof, shall be settled by arbitration in accordance
with the rules, then in effect, of the National Futures Association or,
if the National Futures Association shall refuse jurisdiction, then in
accordance with the rules, then in effect, of the American Arbitration
Association; provided, however, that the power of the
arbitrator shall be limited to interpreting this Agreement as written
and the arbitrator shall state in writing his reasons for his award.
Judgment upon any award made by the arbitrator may be entered in any
court of competent jurisdiction.

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








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





											
	 		CITIGROUP MANAGED FUTURES LLC
	 		 		 
	 		By		/s/ David J.
Vogel                
	 		 		David J. Vogel
 President and
Director
	 		 		 
	 		SMITH BARNEY AAA ENERGY
FUND L.P.
	 		 		 
	 		By:		Citigroup Managed
Futures LLC
         (General Partner)
	 		 		 
	 		By		/s/ David J.
Vogel                
	 		 		David
J. Vogel
President and Director
	 		 		 
	 		AAA CAPITAL MANAGEMENT,
INC.
	 		 		 
	 		By		/s/ Anthony
Annunziato        
	 		 		A.
Anthony Annunziato
 President