MANAGEMENT AGREEMENT


     AGREEMENT  made as of the  21st  day of May 2003  among  CITIGROUP  MANAGED
FUTURES  LLC,  a  Delaware  limited  liability  company  ("CMF" or the  "General
Partner"),  SALOMON SMITH BARNEY  DIVERSIFIED 2000 FUTURES FUND L.P., a New York
limited  partnership (the  "Partnership")  and JOHN W. HENRY & COMPANY,  INC., a
Florida corporation (the "Advisor").

                              W I T N E S S E T H :

     WHEREAS,  CMF is the general  partner of Salomon  Smith Barney  Diversified
2000  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

     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  from  time  to time  by the  General  Partner  in
commodity interests,  including commodity futures contracts,  options, swaps and
forward  contracts.  The Advisor will not be allocated  notional funds. All such
trading on behalf of the  Partnership  shall be in  accordance  with the trading
policies set forth in the Partnership's Prospectus and Disclosure Document dated
November 25, 2002, as supplemented from time to time (the "Prospectus"),  and as
such  trading  policies  may be  changed  from time to time upon  receipt by the
Advisor of prior  written  notice of such  change.  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  Prospectus  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
February 17, 2003, (the "Disclosure Document") as filed with the NFA. 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.  CMF
shall also direct the Advisor in writing on Appendix A to this Agreement  (which
may be revised by CMF from time to time) to direct  trades in commodity  futures
and options to such independent  floor brokers as CMF may determine as agent for
Citigroup  Global  Markets Inc. for execution with  instructions  to give-up the
trades to the broker  designated by CMF. The  Partnership's  futures  commission
merchant is Citigroup  Global  Markets Inc. 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  agreement.  The terms of this Section 1(b) shall
supersede any  inconsistent  terms in the give up agreement.  The  Partnership's
futures commission  merchant will provide copies of all brokerage  statements to
the Advisor.
<PAGE>

     (c) The initial allocation of the Partnership's  assets to the Advisor will
be made to the JWH Strategic  Allocation  Program (the "Program") in the form of
cash and/or  Treasury  bills and such  allocation  will be traded by the Advisor
through JWH  Strategic  Allocation  Master Fund,  L.P. (the "Master  Fund").  In
connection  therewith,  the  General  Partner  will  cause  the  Partnership  to
contribute the Advisor's allocation and any subsequent allocations to the Master
Fund.  References  herein to the  Partnership  included  the Master Fund through
which it trades unless the context otherwise requires.  In the event the Advisor
wishes to use a trading system or  methodology  other than or in addition to the
system  or  methodology  outlined  in  the  description  of the  Program  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 may add  programs  other  than the
Program,  or delete  the  Program,  only upon  agreement  with the  Advisor.  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  to be  material,  the  changed  system or  methodology  will not be
utilized for the Partnership  without the prior written consent of CMF.  Changes
in  contracts  traded  or in the  leverage  employed  shall  not be deemed to be
material  and no prior  notice or consent  shall be  required.  The Advisor also
agrees to provide CMF, upon request,  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 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.  Nothing
contained in this Agreement  shall be deemed or construed to require the Advisor
to disclose any  confidential  or proprietary  details of the Advisor's  trading
strategies or the names or identities of the Advisor's clients.

     (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.  The  Advisor  shall  not  be  responsible  for  the  effects  of  such
liquidations  ordered by CMF.  CMF will use its best efforts to give three days'
prior  notice to the Advisor of any  additions,  redemptions,  reallocations  or
liquidations  and will use its best  efforts  to effect  such  reallocations  or
liquidations  only at month-end.  Additions and redemptions will be made only at
month-end.

     (g) The Advisor will not be liable for trading losses in the  Partnership's
account including losses caused by errors;  provided,  however, that 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.

<PAGE>

     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 or to be  establishing  a
partnership or joint venture with any of the foregoing. The Advisor shall not be
responsible to the Partnership,  the General Partner or any limited partners for
any acts or  omissions  of, or losses  generated  by, any other  current or past
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 annual incentive fee payable at the
end of each calendar  year 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 1/6 of 1% (2% per year) of the
month-end  Net Assets of the  Partnership  allocated to the  Advisor.  The first
management fee shall be paid as of the end of the first calendar month after the
Advisor begins trading on behalf of the Partnership.

     (b) "Net Assets"  shall have the meaning set forth in Paragraph  7(d)(1) of
the  Limited  Partnership  Agreement  dated as of August 25,  1999,  and without
regard to further  amendments  thereto  (and as set forth in Appendix A hereto),
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 fiscal  period over Net Assets  managed
by the Advisor at the end of the highest  previous  fiscal  period or Net Assets
allocated  to the  Advisor at the date  trading  directed by the Advisor for the
assets allocated to it 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
shall be attributed to the Advisor based on the Advisor's proportionate share of
Net  Assets as of the end of each  month.  Ongoing  expenses  shall not  include
expenses of litigation  not involving the activities of the Advisor on behalf of
the Partnership.  Ongoing expenses include offering expenses of the Partnership.
No  incentive  fee shall be paid  until the end of the  first  calendar  year of
trading,  which  fee  shall be  based on New  Trading  Profits  earned  from the
commencement  of trading  operations by the Advisor on behalf of the Partnership
through the end of such year.  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.

     (d) Annual 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 a  redemption,  reallocation  or
distribution  (net of additions) or the  termination of this Agreement as of any
date which shall not be the end of a calendar year or month, as the case may be,
the annual  incentive fee shall be computed and paid as if the effective date of
the redemption,  reallocation,  distribution or termination were the last day of
the then  current year 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,  it being  acknowledged  that under the Advisor's  trading  programs
there  will be  periods  when  no open  positions  will  be  maintained  for the
Partnership.

     (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 or  different  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.
<PAGE>

     (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
trading that program.  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 the Advisor offers
eleven different  trading  programs,  and that different  trading  strategies or
methods may be utilized for differing sizes of accounts, accounts with different
trading  policies,  fees,  commissions  or levels of  diversification,  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,  provided that in no event shall the Advisor be
required  to  disclose  the  identity of its  customers.  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.

     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 (as that term is defined in Section  7(d)(2) of the Limited
Partnership  Agreement)  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 more than 50% of the outstanding  units of
the Partnership shall vote to require CMF to terminate this Agreement;  (iv) the
Advisor  fails to comply  with the terms of this  Agreement  as to any  material
term; (v) CMF, in good faith,  upon due consideration by its board of directors,
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  adversely  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 not controlled by John W. Henry, sells a substantial portion
of its assets to an entity not controlled by John W. Henry, or becomes  bankrupt
or insolvent, (ii) John W. Henry 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  Prospectus 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 CMF or
Partnership  fails to comply with the terms of this  Agreement.  The Advisor may
immediately  terminate this Agreement if (i) CMF's  registration  as a commodity
pool operator or its  membership in the NFA is terminated or suspended;  (ii) if
CMF  withholds  its consent to a change in the  Advisor's  program  specified in
Section  1(c) of this  Agreement;  or  (iii)  if CMF  requires  the  Advisor  to
liquidate positions pursuant to Section 1(f) hereof.
<PAGE>

     (c) Except as otherwise provided in this Agreement, any termination of this
Agreement  in  accordance  with this  Paragraph  5 shall be  without  penalty or
liability to any party.

     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
offering  and  sale  of  units  of  the  Partnership  or the  management  of the
Partnership's assets by the Advisor, 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 in
accordance  with applicable law, 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)  The  Advisor  will  not be  liable  to the  Partnership,  CMF,  their
principals, officers, directors,  shareholders,  partners or employees except by
reason of acts constituting  willful  malfeasance or negligence as to its duties
under this  Agreement.  The foregoing  sentence shall not apply to the breach of
any  representation,  warranty or covenant contained herein or to the provisions
of subparagraph 1(g) of this Agreement. Without limiting subparagraph (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 the
Advisor  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,  including  such  activities  prior to the date of the
appointment of 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.
<PAGE>

     (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  or  intentional  misconduct  or a breach of its
fiduciary  obligations  established  under  applicable  law 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
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 a material  fact or omit to
state a material  fact which is  necessary  to make the  statements  therein not
misleading.

     (ii) Any  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.

     (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  Florida  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 which would materially limit or affect the performance of its duties under
this Agreement.

     (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.  All references to the
Advisor and its principals in the prospectus  will, after review and approval of
such references by the Advisor in writing prior to the use of such prospectus in
connection  with the  offering of the  Partnership's  units,  be accurate in all
material  respects;  provided  that with  respect  to pro forma or  hypothetical
performance  information  in the  prospectus,  if any, this  representation  and
warranty  extends only to the underlying  data made available by the Advisor for
the preparation thereof and not to any hypothetical or pro forma adjustments.

     (viii) To the best of the Advisor's  knowledge,  there is no action,  suit,
litigation or proceeding before or by any court or governmental agency, federal,
state or local,  pending or  threatened  against,  or affecting or involving the
Advisor that would  materially and adversely affect the business or prospects of
the Advisor.
<PAGE>

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

     (i) The  Prospectus  (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,  if any,  included  therein)  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, if any, in the Prospectus, made in reliance upon, and in conformity
with,  information furnished to CMF by or on behalf of the Advisor expressly for
use in the Prospectus (it being  understood  that any  hypothetical or pro forma
adjustments to the Advisor's performance information in the Prospectus,  if any,
were not furnished by the Advisor).

     (ii) CMF 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 the 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) CMF 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.

     (viii)  CMF and the  Partnership  agree  that John W.  Henry  shall have no
liability to the  Partnership or SBFM under this Agreement or in connection with
the transactions  contemplated herein except for fraud and willful misconduct by
John W. Henry.

     (ix) To the best of CMF's knowledge,  there is no action, suit,  litigation
or proceeding before or by any court or governmental agency,  federal,  state or
local,  pending or  threatened  against,  or affecting or involving  the General
Partner  or the  Partnership  that would  materially  and  adversely  affect the
business or prospects of the General Partner or the Partnership.

     (x) The  registration  statement  related to the  Prospectus  was  declared
effective  under the  Securities  Act of 1933,  as  amended,  and no stop  order
suspending the effectiveness of such registration statement has been issued.

     (xi) To the best of CMF's  knowledge,  the sale of Units has been  lawfully
made in all jurisdictions where Units are sold.

     (xii) CMF will make all required disclosures  regarding the addition of the
Advisor as an advisor to the Partnership.
<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 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 promptly to notify,  in
writing,  the  broker  and CMF and the  Partnership's  broker  of (i) any  error
committed  by the Advisor or its  principals  or  employees;  and (ii) any trade
which the Advisor believes was not executed in accordance with its instructions.

     (iv) The Advisor  shall,  upon written  demand of CMF related to a possible
claim arising under Section 6(b)(i) or (ii) hereof,  maintain a net worth of not
less than $4,000,000.

     (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  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
                           399 Park Avenue
                           7th Floor
                           New York, New York  10022
                           Attention:  Mr. David J. Vogel

                  If to the Advisor:

                           John W. Henry & Company, Inc.
                           301 Yamato Road, Suite 2200
                           Boca Raton, FL 33431
                           Attention: Kenneth Webster


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 NFA or, if
the NFA 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.

16. SALES MATERIALS. CMF will provide a copy of all sales materials referring to
the  Advisor  and used in  connection  with the  offering to the Advisor for its
review and approval prior to CMF's public use of the sales materials.

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


                                            SALOMON SMITH BARNEY
                                            DIVERSIFIED 2000 FUTURES FUND L. P.

                                            By:  Citigroup Managed Futures LLC
                                                  (General Partner)


                                            By /s/David J. Vogel
                                                David J. Vogel
                                                President


                                            JOHN W. HENRY & COMPANY, INC.


                                            By /s/Dr. Mark S. Rzepczynski
                                                 Dr. Mark S. Rzepczynski
                                                 President

                                                              Appendix A
<PAGE>

1.       GIVE-UP BROKERS:

o        UBS Warburg -Metals EFP
o        Morgan Stanley- Metals EFP and LME
o        Credit Suisse First Boston- Metals EFP
o        Republic National Bank- Metals EFP
o        JP Morgan- Directed trades
o        Fimat- London commodities and directed trades to Tokyo
o        Carr Futures- Chicago, New York, and London
o        Cargill- LME
o        ED&F Man- London commodities
o        Royal Bank of Scotland- LIFFE and Eurex
o        Lehman Brothers- US Fixed Income

2. NET ASSETS of the Partnership  shall mean the total assets of the Partnership
including all cash,  plus Treasury Bills at market,  accrued  interest,  and the
market value of all open commodity positions maintained by the Partnership, less
brokerage  charges  accrued and less all other  liabilities of the  Partnership,
determined in accordance with generally accepted accounting principles under the
accrual basis of accounting.