0000950123-11-031403 Sample Contracts

Re: Management Agreement Renewals
Diversified Multi-Advisor Futures Fund L.P. Ii • March 31st, 2011 • Real estate investment trusts

We are writing with respect to your management agreements concerning the commodity pools to which reference is made below (the “Management Agreements”). We are extending the term of the Management Agreements through June 30, 2011 and all other provisions of the Management Agreements will remain unchanged.

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AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 31st, 2011 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts • New York

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), made as of the ___ day of October, 2010, is by and among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC), a Delaware limited liability company (“CMF” or the “General Partner”), CMF CAPITAL FUND MANAGEMENT MASTER FUND L.P., a New York limited partnership (the “Partnership”) and CAPITAL FUND MANAGEMENT SA, a French corporation (the “Advisor,” together with the General Partner and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of July 26, 2005 (the “Existing Agreement”) by and among the Parties.

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