Exhibit10.11

AMENDED AND RESTATED ADVISORYAGREEMENT

AGREEMENT made as of the 29th day of September2005 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liabilitycompany ("CMF"), SMITH BARNEY AAA ENERGY FUNDL.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 SmithBarney Futures Management Inc.) is the general partner of SMITH BARNEYAAA ENERGY FUND L.P., a limited partnership organized for the purposeof speculative trading of commodity interests, including futurescontracts, options and forward contracts with the objective ofachieving substantial capital appreciation; and

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

WHEREAS, as of thedate of this Agreement, the Advisor is trading the Partnership'sassets through the Master Fund; and

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

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

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

WHEREAS, CMF, thePartnership and the Advisor entered into an Advisory Agreement dated asof January 30, 1998 (the "Initial AdvisoryAgreement"); and

WHEREAS, CMF, the Partnership andthe Advisor have determined to amend and restate the Initial AdvisoryAgreement; and

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

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

1. DUTIES OFTHE ADVISOR.    (a) For the period and on the terms andconditions of this Agreement, the Advisor shall have sole authority andresponsibility, as one of the Partnership's agents andattorneys-in-fact, for directing the investment and reinvestment of theassets and funds of the Partnership allocated to it from time to timeby the General Partner in commodity interests, including commodityfutures contracts, options and forward contracts. All such trading onbehalf of the Partnership shall be in accordance with the tradingpolicies set forth in the Private Placement Memorandum and DisclosureDocument dated April 27, 2001, as supplemented (the"Memorandum"), and as such trading policiesmay be changed from time to time upon receipt by the Advisor of priorwritten notice of such change and pursuant to the trading strategyselected by CMF to be utilized by the Advisor in managing thePartnership's assets. CMF has selected the Advisor's EnergyProgram (Futures and Swaps) (the "Program")to manage 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 incur losses.

----

(b) CMF acknowledges receipt of theAdvisor's Disclosure Document dated September 15, 2005 as filedwith the NFA (the "Disclosure Document"). Alltrades made by the Advisor for the account of the Partnership, whetherdirectly or indirectly through the Master Fund, shall be made throughsuch commodity broker or brokers as CMF shall direct, and the Advisorshall have no authority or responsibility for selecting or supervisingany such broker in connection with the execution, clearance orconfirmation of transactions for the Partnership or for the negotiationof brokerage rates charged therefor. However, the Advisor, with theprior written permission (by either original or fax copy) of CMF, maydirect all trades in commodity futures and options to a futurescommission merchant or independent floor broker it chooses forexecution with instructions to give-up the trades to the brokerdesignated by CMF, provided that the futures commission merchant orindependent floor broker and any give-up or floor brokerage fees areapproved in advance by CMF. All give-up or similar fees relating to theforegoing shall be paid by the Partnership after all parties haveexecuted the relevant give-up agreements (by either original or faxcopy).

(c) The Advisor currently trades the Partnership'sassets allocated to it pursuant to the Program as described in theDisclosure Document. In the event the Advisor wishes to use a tradingsystem or methodology other than or in addition to the Program asdescribed in the Disclosure Document in connection with its trading forthe Partnership, either in whole or in part, it may not do so unlessthe Advisor gives CMF prior written notice of its intention to utilizesuch different trading system or methodology and CMF consents theretoin writing. CMF shall, within a reasonable time, change the name of thePartnership in the event that the Advisor no longer acts as the soleadvisor to the Partnership. 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 Disclosure Document. Further, the Advisor willprovide the Partnership with a current list of all commodity intereststo be traded 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"), shareholders, directors,officers and employees, their trading performance and general tradingmethods, its customer accounts (but not the identities of oridentifying information with respect to its customers) and otherwise asare required in the reasonable judgment of CMF to be made in anyfilings required by Federal or state law or NFA rule or order.Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisoris not required to disclose the actual trading results of proprietaryaccounts of the Advisor or its principals unless CMF reasonablydetermines that such disclosure is required in order to fulfill itsfiduciary obligations to the Partnership or the reporting, filing orother obligations imposed on it by Federal or state law or NFA rule ororder. The Partnership and CMF acknowledge that the trading advice tobe provided by the Advisor is a property right belonging to the Advisorand that they will keep all such advice confidential. Further, CMFagrees to treat as confidential any results of proprietary accountsand/or proprietary information with respect to trading systems obtainedfrom the Advisor.

(e) The Advisor understands and agrees thatCMF may designate other trading advisors for the Partnership andapportion or reapportion to such other trading advisors the managementof an amount of Net Assets (as defined in Section 3(b) hereof) as itshall determine in its absolute discretion. The designation of othertrading advisors and the apportionment or reapportionment of Net Assetsto any such trading advisors pursuant to this Section 1 shall neitherterminate this Agreement nor modify in any regard the respective rightsand obligations of the parties hereunder.

(f) CMF may, from timeto time, in its absolute discretion, select additional trading advisorsand reapportion funds among the trading advisors for the Partnership asit deems appropriate. CMF shall use 

----

its best efforts to make reapportionments, ifany, as of the first day of a month. The Advisor agrees that it may becalled upon at any time promptly to liquidate positions in CMF'ssole discretion so that CMF may reallocate the Partnership'sassets, meet margin calls on the Partnership's account, fundredemptions, or for any other reason, except that CMF will not requirethe liquidation of specific positions by the Advisor. CMF will use itsbest efforts to give two days' prior notice to the Advisor 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. Forall purposes 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 forall of the services to be rendered by the Advisor to the Partnershipunder this Agreement, the Partnership shall pay the Advisor (i) amonthly fee for professional Advisory services equal to 1/6 of1% (2% per year) of the month-end Net Assets of thePartnership allocated to the Advisor; and (ii) an annual Profit Shareallocation to its capital account in the Partnership equal to20% of New Trading Profits (as such term is defined in theLimited Partnership Agreement) earned by the Advisor for thePartnership during each calendar year in the form of Units.

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

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

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

4.RIGHT TO ENGAGE IN OTHER ACTIVITIES.    (a) The servicesprovided by the Advisor hereunder are not to be deemed exclusive. CMFon 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. TheAdvisor and its officers, directors, employees and shareholder(s) shallbe free to trade for their own accounts and to advise other investorsand manage other commodity accounts during the term of this Agreementand to use the same information, computer programs and tradingstrategies, programs or formulas which they obtain, produce or utilizein the performance of services to CMF for the Partnership. However, theAdvisor represents, warrants and agrees that it believes the renderingof such consulting, advisory and management services to other accountsand 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 believesand represents that existing speculative position limits will notmaterially adversely affect its ability to manage thePartnership's account given the potential size of thePartnership's account and the Advisor's and itsprincipals' current accounts and all proposed accounts for whichthey have contracted to act as trading advisor.

5.TERM.    (a) This Agreement shall continue in effect untilJune 30, 2006. CMF may, in its sole discretion, renew this Agreementfor additional one-year periods upon notice to the Advisor not lessthan 30 days prior to the expiration of the previous period. At anytime during the term of this Agreement, CMF may terminate thisAgreement at any month-end upon 30 days' notice to the Advisor.At any time during the term of this Agreement, CMF may elect toimmediately terminate this Agreement upon 30 days' notice to theAdvisor if (i) the Net Asset Value per Unit shall decline as of theclose of business on any day to $400 or less; (ii) the Net Assetsallocated to the Advisor (adjusted for redemptions, distributions,withdrawals or reallocations, if any) decline by 50% or more asof the end of a trading day from such Net Assets' previoushighest value; (iii) limited partners owning at least 50% of theoutstanding Units shall vote to require CMF to terminate thisAgreement; (iv) the Advisor fails to comply with the terms of thisAgreement; (v) CMF, in good faith, reasonably determines that theperformance of the Advisor has been such that CMF's fiduciaryduties to the Partnership require CMF to terminate this Agreement; or(vi) CMF reasonably believes that the application of speculativeposition limits will substantially affect the performance of thePartnership. At any time during the term of this Agreement, CMF mayelect 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, 2006; or (iii) in the event that the General Partner orPartnership fails to 

----

comply with the terms of this Agreement. TheAdvisor may immediately terminate this Agreement if CMF'sregistration as a commodity pool operator or its membership in the NFAis terminated or suspended.

(c) Except as otherwise provided inthis Agreement, any termination of this Agreement in accordance withthis Paragraph 5 or Paragraph 1(e) shall be without penalty orliability to any party, except for any fees due to the Advisor pursuantto Section 3 hereof.

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

(ii) Without limiting sub-paragraph (i) above,to the extent that the Advisor has been successful on the merits orotherwise in defense of any action, suit or proceeding referred to insubparagraph (i) above, or in defense of any claim, issue or mattertherein, 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, unlessordered by a court or administrative forum, shall be made by CMF onlyas authorized in the specific case and only upon a determination byindependent legal counsel in a written opinion that suchindemnification is proper in the circumstances because the Advisor hasmet 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 terms "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 any act or omission of the Advisor relating tothe Partnership if there has been a final judicial or regulatorydetermination or, in the event of a settlement of any action

----

or proceeding with the prior written consentof the Advisor, 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 (except as otherwise provided in Section 1(g)).

(ii) In the event CMF or the Partnership or any of their affiliatesis made a party to any claim, dispute or litigation or otherwise incursany loss or expense as a result of, or in connection with, theactivities or claimed activities of the Advisor or its principals,officers, directors, shareholder(s) or employees unrelated toCMF's or the Partnership's business, the Advisor shallindemnify, defend and hold harmless CMF and 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 indemnification withoutthe prior written consent, which shall not be unreasonably withheld, ofthe party obligated to indemnify such party.

(e) The provisionsof this Paragraph 6 shall survive the termination of thisAgreement.

7.     REPRESENTATIONS, WARRANTIES ANDAGREEMENTS.

(a) The Advisor represents and warrantsthat:

(i) All references to the Advisor and its principals inthe Disclosure Document are accurate in all material respects and as tothem the Disclosure Document does not contain any untrue statement ofmaterial fact or omit to state a material fact which is necessary tomake the statements therein not misleading. All references to theAdvisor and its principals, if any, in the Memorandum or a supplementthereto will, after review and approval of such references by theAdvisor prior to the use of such Memorandum in connection with theoffering of the Partnership's units, be accurate in all materialrespects, except that with respect to any hypothetical or pro formaperformance information in such Memorandum, if any, this representationand warranty extends only to any underlying data made available by theAdvisor for the preparation thereof and not to any hypothetical or proforma adjustments. 

(ii) The information with respect to theAdvisor set forth in the actual performance tables in the Memorandumand/or the Disclosure Document is based on all of the customer accountsmanaged on a discretionary basis by the Advisor's principalsand/or the Advisor during the period covered by such tables andrequired to be disclosed therein.

(iii) The Advisor will beacting as a commodity trading advisor with respect to the Partnershipand not as a securities investment adviser and is duly registered withthe CFTC as a commodity trading advisor, is a member of the NFA, and isin compliance with such other registration and licensing requirementsas shall be necessary to enable it to perform its obligationshereunder, and agrees to maintain and renew such registrations andlicenses during the term of this Agreement.

(iv) The Advisor isa corporation duly organized, validly existing and in good standingunder the laws of the State of Texas and has full corporate power andauthority to enter into this Agreement and to provide the servicesrequired of it hereunder.

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

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

(vii) At any timeduring the term of this Agreement that a prospectus relating to theUnits is required to be delivered in connection with the offer and salethereof, the Advisor agrees upon the request of CMF 

----

to provide the Partnership with suchinformation as shall be necessary so that, as to the Advisor and itsprincipals, such prospectus is accurate.

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

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

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

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

(iv) This Agreement has been duly and validlyauthorized, 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)It is registered as a commodity pool operator and is a member of theNFA, and it will maintain and renew such registration and membershipduring the term of this Agreement.

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

8.    COVENANTS OF THE ADVISOR, CMF AND THEPARTNERSHIP.

(a) The Advisor agrees as follows:

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

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

(iii) In the placement of orders for thePartnership's account and for the accounts of any other client,the Advisor will utilize a pre-determined, systematic, fair andreasonable order entry system, which shall, on an overall basis, be noless favorable to the Partnership than to any other account managed bythe Advisor. The Advisor acknowledges its obligation to review thePartnership's positions, prices and equity in the account managedby the Advisor daily and within two business days to notify, inwriting, 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 accordancewith its instructions; and (iii) any discrepancy with a value of$10,000 or more (due to differences in the positions, prices or equityin the account) between its records and the information reported on theaccount's daily and monthly broker statements.

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

----

(v) The Advisor will make norepresentations, other than those contained in the Memorandum, toinvestors or prospective investors in the Partnership with respect tothe offering and sale of Units in the Partnership without the priorwritten approval of CMF.

(b) CMF agrees for itself and thePartnership that:

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

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

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

9.COMPLETE AGREEMENT.    This Agreement constitutes the entireagreement between the parties pertaining to the subject matterhereof.

10. ASSIGNMENT.    This Agreement may not beassigned by any party without the express written consent of the otherparties.

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

12.NOTICES.    All notices, demands or requests required to bemade or delivered under this Agreement shall be in writing anddelivered personally or by registered or certified mail or expeditedcourier, return receipt requested, postage prepaid, to the addressesbelow or to such other addresses as may be designated by the partyentitled to receive the same by notice similarly given:

If toCMF:

Citigroup Managed Futures LLC 731 LexingtonAvenue - 25th Floor New York, New York 10022Attention: David J. Vogel

If to the Advisor:

AAACapital Management, Inc. 1300 Post Oak Boulevard - Suite 350Houston, Texas 77056 Attention: A. Anthony Annunziato

witha copy to:

David R. Allen, Esq. 407 East MainStreet Murfreesboro, TN 37130

13. GOVERNINGLAW.    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 orcontroversy arising out of or relating to this Agreement or theinterpretation thereof, shall be settled by arbitration in accordancewith the rules, then in effect, of the National Futures Association or,if the National Futures Association shall refuse jurisdiction, then inaccordance with the rules, then in effect, of the American ArbitrationAssociation; provided, however, that the power of thearbitrator shall be limited to interpreting this Agreement as writtenand the arbitrator shall state in writing his reasons for his award.Judgment upon any award made by the arbitrator may be entered in anycourt of competent jurisdiction.

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

----

IN WITNESS WHEREOF, this Agreement has beenexecuted for and on behalf of the undersigned as of the day and yearfirst above written.

|        |  |                                  |  |                                                                                                                   |  |  |  |  |  |  |
|--------|--|----------------------------------|--|-------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
|   |  | CITIGROUP MANAGED FUTURES LLC    |
|   |  |                             |  |                                                                                                              |
|   |  | By                               |  | /s/ David J.Vogel                 |
|   |  |                             |  | David J. Vogel President andDirector                                                                              |
|   |  |                             |  |                                                                                                              |
|   |  | SMITH BARNEY AAA ENERGYFUND L.P. |
|   |  |                             |  |                                                                                                              |
|   |  | By:                              |  | Citigroup ManagedFutures LLC         (General Partner)                    |
|   |  |                             |  |                                                                                                              |
|   |  | By                               |  | /s/ David J.Vogel                 |
|   |  |                             |  | DavidJ. VogelPresident and Director                                                                               |
|   |  |                             |  |                                                                                                              |
|   |  | AAA CAPITAL MANAGEMENT,INC.      |
|   |  |                             |  |                                                                                                              |
|   |  | By                               |  | /s/ AnthonyAnnunziato                                                     |
|   |  |                             |  | A.Anthony Annunziato President                                                                                    |
|        |

----