0000950136-05-001405 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • March 16th, 2005 • Citigroup Diversified Futures Fund Lp • Real estate investment trusts • New York

AGREEMENT made as of the 30th day of September, 2003 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company ("CMF" or the "General Partner"), CITIGROUP DIVERSIFIED FUTURES FUND L.P., a New York limited partnership (the "Partnership") and CAPITAL FUND MANAGEMENT SA, a French corporation (the "Advisor").

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MANAGEMENT AGREEMENT
Management Agreement • March 16th, 2005 • Citigroup Diversified Futures Fund Lp • Real estate investment trusts • New York

AGREEMENT made as of the 30th day of November, 2004 among CITIGROUP MANAGED FUTURES LLC, a Delaware limited liability company ("CMF" or the "General Partner"), CITIGROUP DIVERSIFIED FUTURES FUND L.P., a New York limited partnership (the "Partnership") and WINTON CAPITAL MANAGEMENT LIMITED, a United Kingdom company ("Winton" or the "Advisor").

Re: Management Agreement Renewal
Citigroup Diversified Futures Fund Lp • March 16th, 2005 • Real estate investment trusts

We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the "Management Agreement"). We are extending the term of the Management Agreement through June 30, 2005 and all other provisions of the Management Agreement will remain unchanged.

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