Subscription Agreement (2007)Full Document 

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Please check here if

employed by Citigroup

Global Markets Inc. or an

affiliate. _______

Smith Barney Account No.:



(a New York limited partnership)

Subscription Agreement



Citigroup Managed Futures LLC

731 Lexington Avenue - 25th floor

New York, New York 10022


Re: Smith Barney Warrington Fund L.P.

Ladies and Gentlemen:

1. Subscription for Units. I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Smith Barney Warrington Fund L.P. (the “Partnership”) as indicated on page B-6 hereof. I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. I hereby authorize Citigroup Global Markets Inc. (“CGM”) to debit my Smith Barney securities account in the amount of my subscription as described in the Private Placement Offering Memorandum and Disclosure Document dated October 31, 2006, as amended or supplemented from time to time (the “Memorandum”).

I am aware that this subscription is not binding on the Partnership unless and until it is accepted by the General Partner, which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

2. Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:

(a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.

(b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum, including those arising from the fact that the General Partner is an affiliate of CGM, the selling agent and commodity broker/dealer for the Partnership.

(c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates.

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