Exhibit
10.4


MANAGEMENT AGREEMENT


AGREEMENT made as of
the 23 day of October, 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 ASPECT CAPITAL LIMITED, a
corporation formed under the laws of England and Wales (the
"Advisor").


W I T N E S S E T
H:


WHEREAS, CMF 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 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. 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 November 1, 2003 (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 and pursuant to the trading strategy
selected by CMF to be utilized by the Advisor in managing the
Partnership's assets. CMF has initially selected the
Advisor's Diversified Program (the
"Program") to manage the Partnership's
assets allocated to it. 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 January, 2003. 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. However, the Advisor, with the prior written
permission (by either original or fax copy) of CMF, may direct all


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trades in commodity futures and options to a
futures commission merchant or independent floor broker it chooses for
execution with instructions to give-up the trades to the broker
designated by CMF, provided that the futures commission merchant or
independent floor broker and any give-up or floor brokerage rates and
fees are approved in advance by CMF. For the avoidance of doubt, the
Advisor shall have no authority or responsibility for the negotiation
of brokerage rates charged by any futures commission merchant or
independent floor broker on behalf of the Partnership or CMF. 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
agreements (by either original or fax copy).

(c) The initial
allocation of the Partnership's assets to the Advisor will be
made to the Advisor's Program. 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
Prospectus 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. 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 or in markets traded to be
material, the changed system or methodology or markets traded will not
be utilized for the Partnership without the prior written consent of
CMF. In addition, the Advisor will notify CMF of any changes to the
trading system or methodology that would require a change in the
description of the trading strategy or methods described in the
Prospectus. Further, the Advisor will provide the Partnership with a
current list of all commodity interests to be traded for the
Partnership's account and will not trade any additional commodity
interests for such account without providing notice thereof to CMF and
receiving CMF's written approval, which approval shall not be
unreasonably withheld or delayed. The Advisor also agrees to provide
CMF, on a monthly basis, 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. The Advisor further agrees that it will convert
foreign currency balances (not required to margin positions denominated
in a foreign currency) to U.S. dollars no less frequently than monthly.
U.S. dollar equivalents in individual foreign currencies of more than
$100,000 will be converted to U.S. dollars within one business day
after such funds are no longer needed to margin foreign positions.

(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 shall not be required to disclose the actual
trading results of proprietary accounts of the Advisor or its
principals unless CMF reasonably 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.

(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 

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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. CMF will use its best efforts to give two days'
prior notice to the Advisor of any reallocations or liquidations.

(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 direct 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, CMF, or any other trading advisor. The
Advisor shall not be responsible to the Partnership, the General
Partner, any trading advisor or any limited partners for any acts or
omissions of any other 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 incentive fee payable as of the end of each calendar
quarter 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 1/12 of
1.5% (1.5% 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 further amendments thereto, 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 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 above
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 the Advisor's trading for the
Partnership, which fee shall be based on New Trading Profits earned
from the commencement of trading operations by the Advisor for the
Partnership through the end of the first full calendar quarter of such
trading. 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) Quarterly incentive fees and monthly
management fees shall be paid within twenty (20) business days
following the end of the period for which such fee is payable. In the
event of 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 as if the effective date of
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


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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.

(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 and Partnership acknowledge 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 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.

(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.
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, including methods of
allocation of trades and prices at which trades are executed, it being
acknowledged, however, that different trading strategies or methods may
be utilized for differing sizes of accounts, accounts with different
trading policies, 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, accounts with different fee
structures, service level agreements, and the like, 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. 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 advisor.

5.    TERM.    (a) This Agreement shall continue in
effect until June 30, 2004. 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 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


4









as of the end of a trading day from such Net
Assets' previous highest value; (iii) limited partners owning at
least 50% of the outstanding units shall vote to require CMF to
terminate this Agreement; (iv) the Advisor fails to comply with the
terms of this Agreement; (v) CMF, in good faith, 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 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
sells more than 50% of its assets to another entity that is not
related to the Advisor, or becomes bankrupt or insolvent, (ii)
Eugene P. Lambert, Martin A. Lueck and Anthony J. Todd all die, become
incapacitated, leave the employ of the Advisor, or otherwise cease to
control or manage 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, 2004; (iii) in the event that
the General Partner or Partnership fails to comply with the terms of
this Agreement; or (iv) if regulatory or other legal restrictions
applicable to the Advisor prohibit the Advisor from trading for the
Account. The Advisor may immediately terminate this Agreement if
CMF's registration as a commodity pool operator, commodity
trading advisor or its membership in the NFA is terminated or
suspended.

(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,
except for any fees due to the Advisor pursuant to Section 3
hereof.

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 or the management
of the Partnership's assets by the Advisor or the offering and
sale of units in the Partnership, CMF shall, subject to subparagraph
(a)(iii) of this Paragraph 6, indemnify and hold harmless the Advisor
against any direct loss, liability, damage, cost, expense (including,
without limitation, reasonable 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, 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.

(i) 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.

(ii) 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


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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.

(iii) 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, 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.

(iv) As used in this
Paragraph 6(a), the term "Advisor" shall
include the Advisor, its principals, officers, directors, stockholders
and employees and the term "CMF" shall
include the Partnership.

(b) (i) The Advisor agrees to
indemnify, defend and hold harmless CMF, the Partnership and their
affiliates against any direct loss, liability, damage, cost or expense
(including, without limitation, reasonable 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, bad faith, recklessness or intentional misconduct 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 with a third party by the party claiming
indemnification without the prior written consent, which shall not be
unreasonably withheld or delayed, 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 will, after review and approval by the
Advisor, be accurate in all material respects and as to them the
Prospectus will 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 Table B and other
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. Subject to such
exception, all references to the 

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Advisor and its principals in the Prospectus
will, after review and approval of such references by the Advisor prior
to the use of such Prospectus in connection with the offering of the
Partnership's units, be accurate in all material respects.

(ii) Without limiting the foregoing, 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
England and Wales 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.

(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.

(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) 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 CMF by or on behalf of the Advisor
expressly for use in the Prospectus (it being understood that the
hypothetical and pro forma adjustments in the Prospectus, if any, were
not furnished by the Advisor).

(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 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 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.

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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 pre-determined, systematic, 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 within two business days of when the Advisor
knows or should reasonably know of any event set out in subsections (x)
through (z) of this subparagraph, to notify, in writing, the broker and
CMF and the Partnership's brokers of (x) any error committed by
the Advisor or its principals or employees; (y) any trade which the
Advisor believes was not executed in accordance with its instructions;
and (z) any discrepancy with a value of $10,000 or more (due to
differences in the positions, prices or equity in the account) between
its records and the information reported on the account's daily
and monthly broker statements.

(iv) The Advisor will maintain
its capital adequacy requirements in accordance with the mandate
provided by the Financial Service Authority of the United Kingdom
during the term of this Agreement.

(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.

(iii) CMF will be responsible for compliance with the
USA Patriot Act and related anti-money-laundering regulations with
respect to the Partnership and its limited partners.

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, which consent must not be unreasonably withheld or
delayed.

11.    AMENDMENT.    This Agreement may
not be amended except by written agreement between 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:

Aspect Capital Limited
8th Floor,
Nations House



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103 Wigmore Street
London W1U 1QS

England
Attention: Mr. Simon Rockall

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 National Futures
Association or, if the National Futures Association 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.    COUNTERPARTS.    This Agreement may be executed
in any number of counterparts, including via facsimile, each of which
is an original and all of which when taken together evidence the same
agreement.


PURSUANT TO AN EXEMPTION FROM THE COMMODITY
FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED
ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS
NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING
COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING
PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR
DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS
NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT
DOCUMENT.


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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 and Director
	 		CITIGROUP DIVERSIFIED
FUTURES FUND L. P.
	 		By:		Citigroup Managed
Futures LLC
 (General Partner)
	 		By		/s/
David J.
Vogel
	 		 		David
J. Vogel
President and Director
	 		ASPECT CAPITAL
LIMITED
	 		By		/s/
Martin A.
Lueck
	 		 		Name:   Martin
A. Lueck
Title:    Research
Director
	




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