Management Agreement (John W. Henry & Co.)



 Exhibit 10.6 
  
  
 MANAGEMENT AGREEMENT 
  
 AGREEMENT
made as of the 9th day of December, 2002 among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited liability company (“SBFM”), CITIGROUP DIVERSIFIED 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, SBFM is the general partner of CITIGROUP DIVERSIFIED FUTURES FUND L. P., a limited partnership organized for the purpose of speculative trading of commodity interests, including futures contracts, options, swaps, forward
contracts and physicals with the objective of achieving substantial capital appreciation; and 
  
 WHEREAS, the
Limited Partnership Agreement establishing the Partnership (the “Limited Partnership Agreement”) permits SBFM to delegate to one or more commodity trading advisors SBFM’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, SBFM is
registered as a commodity pool operator with the CFTC and is a member of the NFA; and 
  
 WHEREAS, SBFM, 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) Upon the commencement of trading operations by the Partnership and
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 SBFM in commodity interests, including commodity futures contracts, options, swaps and forward contracts and physicals. The Advisor will not be allocated notional funds. All such trading on behalf of
the Partnership shall be in accordance with the trading strategies and trading policies set forth in the Partnership’s Prospectus and Disclosure Document to be dated on or about December 31, 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 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 SBFM. 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) SBFM acknowledges receipt of the Advisor’s Disclosure Document dated August 19, 2002 as filed with the NFA and the
CFTC. All trades made by the Advisor for the account of the Partnership shall be made through such commodity broker or brokers as SBFM 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. SBFM shall also direct the Advisor in writing on Appendix A to this Agreement (which
may be revised by SBFM from time to time) to direct trades in commodity futures and options to such independent floor brokers as SBFM may determine as agent for Salomon Smith Barney Inc. for execution with instructions to give-up the trades to the
broker designated by SBFM. The Partnership’s futures commission merchant is Salomon Smith Barney 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. 
  
 (c) The initial allocation of the Partnership’s assets to the Advisor will be made to the JWH GlobalAnalytics® Family of Programs (the “Program”). Upon the commencement of trading the Advisor’s allocation
shall be 25% of the Partnership’s assets. The percentage allocation of the Partnership’s assets to the Advisor after the initial allocation shall be determined by SBFM in its sole discretion. 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 Prospectus in connection with its trading for the Partnership, either in whole or in part, it may not do so unless the Advisor gives SBFM prior
written notice of its intention to utilize such different trading system or methodology and SBFM consents thereto in writing. SBFM 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 SBFM of any change in a 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 SBFM. 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 SBFM, 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 SBFM. 
  
 (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 SBFM 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 SBFM determines that such 

 
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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 SBFM 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, SBFM 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 SBFM 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) SBFM 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. SBFM 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 SBFM’s sole discretion so that SBFM may reallocate the Partnership’s assets, meet margin calls on the Partnership’s account, fund
redemptions, or for any other reason, except that SBFM 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 SBFM. SBFM 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 reallocation or liquidation 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. 
  
 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, SBFM, 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, its general
partner or any limited partners for any acts or omissions of any other trading advisor acting as an 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) 

 
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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. 
  
 (b) “Net Assets” shall have the meaning set forth in Paragraph 7(d)(1) of the Limited Partnership Agreement dated as of December
3, 2002 and without regard to 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, management
fees payable, 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
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 shall not include
initial offering and organizational expenses of the Partnership. No incentive fee shall be paid until the end of the first full calendar quarter of trading, which fee shall be based on New Trading Profits earned from the commencement of trading
operations by the Partnership 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, reallocations or distributions (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) 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 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 quarter or month, as the case may be, the quarterly 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 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 SBFM 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. 

 
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 4.  RIGHT TO ENGAGE IN OTHER ACTIVITIES.  (a) The
services provided by the Advisor hereunder are not to be deemed exclusive. SBFM 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 SBFM for the Partnership. However, the Advisor represents, warrants and agrees that it believes that 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 SBFM 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 SBFM 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 SBFM 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 SBFM, 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 

 
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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. SBFM 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, SBFM may terminate this
Agreement at any month-end upon 30 days’ notice to the Advisor. At any time during the term of this Agreement, SBFM may elect to immediately terminate this Agreement 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 SBFM to terminate this Agreement; (iv) the
Advisor fails to comply with the terms of this Agreement as to any material term; (v) SBFM, in good faith, upon due consideration by its board of directors, reasonably determines that the performance of the Advisor has been such that SBFM’s
fiduciary duties to the Partnership require SBFM to terminate this Agreement; or (vi) SBFM 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, SBFM 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 SBFM (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 SBFM or Partnership fails to comply with the terms of this Agreement. The Advisor may immediately terminate this Agreement (i) if SBFM’s registration as a
commodity pool operator or its membership in the NFA is terminated or suspended; (ii) if SBFM withholds its consent to a change in the Advisor’s program specified in Section 1(c) of this Agreement; or (iii) if SBFM requires the Advisor to
liquidate positions pursuant to section 1(f) hereof. 
  
 (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. 
  
 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, SBFM shall, subject to subparagraph (a)(iii) of this Paragraph 6, indemnify and hold harmless the Advisor against
any loss, liability, 

 
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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, SBFM, 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 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, SBFM 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 SBFM 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 SBFM 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 SBFM’s selection unless the Advisor notifies SBFM in writing, received by SBFM within five days of SBFM’s telecopying to the Advisor of the notice of SBFM’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 SBFM’s activities or claimed activities unrelated to the Advisor, SBFM 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 “SBFM” shall include the Partnership. 

 
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 (b) (i) The Advisor agrees to indemnify, defend and hold harmless SBFM, 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 SBFM, 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
SBFM’s or the Partnership’s business, the Advisor shall indemnify, defend and hold harmless SBFM, 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 Prospectus are accurate in all material respects and as to them the Prospectus 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 with respect to the individual and composite pro forma performance of the Advisor’s tables, this representation and warranty extends only to underlying data made
available by the Advisor for the preparation thereof. All references to the Advisor and its principals in the Prospectus will, after review and approval of such references by 

 
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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. 
  
 (ii) The information with respect to the Advisor set forth in the actual performance tables in the Prospectus 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 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 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 SBFM to provide the Partnership with such information as shall be necessary so that, as to the Advisor and its principals, such prospectus is accurate. 

 
 (b) SBFM 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) 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 in the Prospectus, made in reliance upon, and in conformity with, information furnished to SBFM by or on behalf of the Advisor expressly for use in the Prospectus. 
  
 (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 power and authority to perform its obligations under this Agreement. 
  
 (iii) SBFM and the Partnership have the capacity and authority to enter into this Agreement on behalf of the Partnership. 

 
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 (iv) This Agreement has been duly and validly authorized,
executed and delivered on SBFM’s and the Partnership’s behalf and is a valid and binding agreement of SBFM and the Partnership enforceable in accordance with its terms. 
  
 (v) SBFM 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) 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. 
  
 (viii) SBFM 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. 
  
 8.  COVENANTS OF THE ADVISOR, SBFM 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 SBFM of the commencement of any material suit, action or proceeding involving it, whether or not any such suit, action or proceeding also involves SBFM.

  
 (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 SBFM and the Partnership’s broker of (i) any error committed by the Advisor or its
principals or employees or (ii) any trade which the Advisor believes was not executed in accordance with its instructions. 
  
 (iv) The Advisor shall, upon written demand of SBFM 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. 

 
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 (b) SBFM agrees for itself and the Partnership that: 
  
 (i) SBFM 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) SBFM 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 SBFM: 
  
 Smith Barney Futures Management LLC 
 388 Greenwich Street 
 7th Floor 

New York, New York 10013 
 Attention:
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 

 
 11 








 
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.  SBFM 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 SBFM’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. 
  
 SMITH BARNEY 
 FUTURES MANAGEMENT LLC 
  
 By:   /s/    DAVID J.
VOGEL                                 

        David J. Vogel 
         President and Director 
  
  
 CITIGROUP
DIVERSIFIED FUTURES FUND L. P. 
  
 By:  Smith Barney 
         Futures Management LLC 
         (General Partner) 

 
  
 By:   /s/    DAVID J.
VOGEL                                 

        David J. Vogel 
         President and Director 
  
  
 JOHN W.
HENRY & COMPANY, INC. 
  
 By:   /s/    MARK S.
RZEPCZYNSKI                     
         Dr. Mark S. Rzepczynski 
         President 

 
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 Appendix A 
  
 1. GIVE-UP BROKERS: 
  

	 	•
	 
	UBS Warburg—Metals EFP 
 


	 	•
	 
	Morgan Stanley—Metals EFP and LME 
 


	 	•
	 
	Credit Suisse First Boston—Metals EFP 
 


	 	•
	 
	Republic National Bank—Metals EFP 
 


	 	•
	 
	JP Morgan—Directed trades 
 


	 	•
	 
	Fimat—London commodities and directed trades to Tokyo 
 


	 	•
	 
	Carr Futures—Chicago, New York, and London 
 


	 	•
	 
	Cargill—LME 
 


	 	•
	 
	ED&F Man—London commodities 
 


	 	•
	 
	Royal Bank of Scotland—LIFFE and Eurex 
 


	 	•
	 
	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.