MANAGEMENT AGREEMENT


     AGREEMENT  made as of the 12th day of May,  2003  among  CITIGROUP  MANAGED
FUTURES  LLC,  a  Delaware  limited  liability  company  ("CMF" or the  "General
Partner"),  SALOMON  SMITH  BARNEY  ORION  FUTURES FUND L.P., a New York limited
partnership (the "Partnership"), and WINTON CAPITAL MANAGEMENT LIMITED, a United
Kingdom company (the "Advisor").

                              W I T N E S S E T H :

     WHEREAS,  CMF is the general  partner of Salomon Smith Barney Orion Futures
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,  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 is regulated by the Financial Services Authority
in the United Kingdom; 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  wish to enter into this
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 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 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 Partnership's  Private Placement  Offering  Memorandum
and  Disclosure   Document  dated  November  18,  2002,  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  initially  selected the Advisor's
Diversified Program (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. CMF and the
Partnership each acknowledge that the Advisor may utilize exchange for physicals
transactions  in  its  trading  for  the  Partnership.   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.
<PAGE>

     (b) CMF  acknowledges  receipt of the Advisor's  Disclosure  Document dated
November 26, 2002, as filed with the NFA (the "Disclosure Document"). All trades
made by the  Advisor for the account of the  Partnership  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 initial allocation of the Partnership's  assets to the Advisor will
be made to the Program.  In the event the Advisor wishes to use a trading system
or methodology  other than or in addition to the Program 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.  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 or the Memorandum, as applicable. 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.  The Advisor  further  agrees that it will  convert
foreign  currency  balances (not required to margin  positions  denominated in a
foreign  currency) to U.S. dollars no less frequently than monthly.  U.S. dollar
equivalents  in  individual  foreign  currencies  of more than  $100,000 will be
converted to U.S. dollars within one business day after such funds are no longer
needed to margin foreign positions.

     (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.
<PAGE>

     (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  Citigroup  Global  Markets  Inc. or any of its  affiliates)
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.  The Advisor shall not be
responsible to the Partnership,  the General Partner, any trading advisor or any
limited  partners for any acts or omissions of any other trading  advisor to the
Partnership.

     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) an incentive  fee payable  quarterly
equal to 20% of New Trading  Profits (as such term is defined  below)  earned by
the  Advisor  for the  Partnership  and  (ii) a  monthly  fee  for  professional
management  services  equal to 1/12 of 1.5% (1.5% per year) of the month-end Net
Assets of the Partnership allocated to the Advisor.

     (b) "Net Assets"  shall have the meaning set forth in Paragraph  7(d)(1) of
the Limited Partnership  Agreement dated as of March 31, 1999 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  incentive  fees  payable as of the date of such
determination.

     (c) "New  Trading  Profits"  shall mean the  excess,  if any, of Net Assets
managed by the Advisor at the end of the quarter over Net Assets  managed by the
Advisor at the end of the highest  previous  quarter or Net Assets  allocated to
the Advisor at the date trading  commences,  whichever is higher, and as further
adjusted  to  eliminate  the effect on Net  Assets  resulting  from new  capital
contributions, redemptions, reallocations or capital distributions, if any, made
during the fiscal  period  decreased by interest or other  income,  not directly
related to  trading  activity,  earned on the  Partnership's  assets  during the
fiscal  period,  whether the assets are held  separately or in margin  accounts.
Ongoing  expenses  will be  attributed  to the  Advisor  based on the  Advisor's
proportionate  share of Net  Assets.  Ongoing  expenses  above will not  include
expenses of litigation  not involving the activities of the Advisor on behalf of
the Partnership.  Ongoing expenses include offering and organizational  expenses
of the Partnership.  No incentive fee shall be paid to the Advisor until the end
of the first full calendar quarter of the Advisor's trading for the Partnership,
which  incentive  fee shall be based on New  Trading  Profits  (if any) from the
commencement  of trading for the  Partnership by the Advisor  through the end of
the first full calendar  quarter.  Interest  income earned,  if any, will not be
taken into account in computing New Trading  Profits  earned by the Advisor.  If
Net  Assets   allocated   to  the  Advisor  are  reduced  due  to   redemptions,
distributions or reallocations (net of additions), there will be a corresponding
proportional  reduction  in the related  loss  carryforward  amount that must be
recouped before the Advisor is eligible to receive another incentive fee.
<PAGE>

     (d)  Quarterly  incentive  fees and monthly  management  fees shall be paid
within twenty (20) business  days  following the end of the period,  as the case
may be, 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 calendar  quarter or a
calendar  month,  as the case  may be,  the  quarterly  incentive  fee  shall be
computed as if the effective date of  termination  were the last day of the then
current  quarter  and the  monthly  management  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
management  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.

     (e) 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  Program 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
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 manager.
<PAGE>

     5. TERM. (a) This  Agreement  shall continue in effect until June 30, 2003.
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
$500 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 more than 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;
(vi) CMF reasonably believes that the application of speculative position limits
will  substantially  affect the  performance  of the  Partnership;  or (vii) the
Advisor fails to conform to the trading  policies set forth in the Memorandum as
they may be  changed  from  time to time.  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) David Winton  Harding 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,  2003;  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,  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  Limited   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.
<PAGE>

     (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, 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,  the  Partnership  or any of their
principals,  officers,  directors  or  employees  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 that 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 pro forma or hypothetical 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.
<PAGE>

     (ii) The  information  with  respect to the Advisor set forth in the actual
performance  tables in 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.  The Advisor's  performance tables have been examined by an independent
certified public accountant and the report thereon has been provided to CMF. The
Advisor will have its  performance  tables so examined no less  frequently  than
annually during the term of this Agreement.

     (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 company duly organized,  validly existing and in good
standing  under the laws of the United  Kingdom and has full 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  memorandum
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 memorandum 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  shall be 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 which may be made  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 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.
<PAGE>

     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 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.

(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, or (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 USD $500,000  during
     the term of this Agreement.

(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.

     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,  by
facsimile 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
                           388 Greenwich Street, 7th Floor
                           New York, New York  10013
                           Attention:  Mr. David J. Vogel

                  If to the Advisor:

                           Winton Capital Management Limited
                           1a St. Mary Abbots Place
                           London W86LS, United Kingdom
                           Attention: Mr. David Winton Harding
<PAGE>

     13.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New  York,  without  giving  effect to
principles of conflicts of laws.

     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  except that certain  persons not parties to this Agreement have
rights under Section 6 hereof.



     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/ Dan R. McAuliffe, Jr.
                          Dan R. McAuliffe, Jr.
                          Chief Fianacial Officer and Director


                  SALOMON SMITH BARNEY ORION
                  FUTURES FUND L.P.

                  By:   Citigroup Managed Futures LLC
                       (General Partner)


                  By: Dan R. McAuliffe, Jr.
                      Dan R. McAuliffe, Jr.
                      Chief Fianacial Officer and Director



                  WINTON CAPITAL MANAGEMENT LIMITED


                 By:/s/ Martin Hunt
                       Director