Exhibit
10.2


MANAGEMENT AGREEMENT


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").


WI T N E S SE 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 on U.S. and non-U.S. markets with the objective of
achieving capital appreciation, such trading to be conducted directly
or through investment in CMF Winton Master L.P., a New York limited
partnership (the "Master Fund") of which CMF
is the general partner and Winton is the Advisor; 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 is authorized
and regulated by the Financial Services Authority
("FSA") in the United Kingdom; 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 and forward
contracts. The Advisor may also engage in swaps transactions and other
derivative transactions on behalf of the Partnership with the prior
approval of CMF. The Advisor may, with the consent of the General
Partner, engage in such trading through investment in the Master Fund.
All such trading on behalf of the Partnership shall be in accordance
with the trading policies set forth in the Partnership's
prospectus dated October 7, 2004 (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. CMF and the Partnership each
acknowledge that the Advisor may utilize exchange for physicals
transactions in its trading for the Partnership. 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 as of June 16, 2004, as filed
with the NFA (the "Disclosure Document"). 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; provided that the
Advisor shall not enter into any "soft"
commission agreements with any such broker. However, the Advisor, with
the prior written permission (by either original or fax copy) of CMF,
may direct all 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 fees are
approved in advance by 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 Program. In the event the
Advisor wishes to use a trading system or methodology other than or in
addition to the Program 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 Disclosure Document. 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. 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 Paragraphs 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. 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 CMF may designate other trading
advisors for the Partnership and apportion or reapportion to such other
trading advisors the management of an 

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amount of Net Assets (as defined in Paragraph
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 Paragraph 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 such other 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 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 (i) 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 and (ii) the Advisor will be liable to the Partnership with
respect to losses incurred due to errors committed or caused by any
executing broker (other than Citigroup Global Markets Inc. or any of
its affiliates) selected by the Advisor (it also being understood that
CMF, with the assistance of the Advisor, will first attempt to recover
such losses from the executing broker).

(h) CMF acknowledges and
agrees that the Advisor shall not be obligated to comply with the
"best execution" requirement of Rule 7.5.3 of
the FSA with respect to orders placed on behalf of the Partnership;
provided, however, that such waiver shall not relieve the Advisor of
its obligations under any provision of this Agreement (including
without limitation Paragraphs 4(b) and 8(a)(iii)) and under the rules
of the CFTC and NFA.

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 1/6 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 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 calendar
quarter over Net Assets managed by the Advisor at the end of the
highest previous calendar quarter 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 calendar quarter, decreased by
interest or other income, not directly related to trading activity,
earned on the Partnership's assets during the calendar quarter,
whether the assets are held separately or in margin accounts. Ongoing
expenses will be attributed to the Advisor based on the Advisor's
proportionate share of Net Assets. Ongoing expenses above will not
include expenses of litigation not 

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involving the activities of the Advisor on
behalf of the Partnership. Ongoing expenses will also not include
initial offering and organizational expenses of the Partnership. No
incentive fee shall be paid to the Advisor until the end of the first
full calendar quarter of the Advisor's trading for the
Partnership, which incentive fee shall be based on New Trading Profits
(if any) from the commencement of trading for the Partnership by the
Advisor 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, 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,
as the case may be, 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 a calendar 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 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 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
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 Program 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 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 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 and accounts with other
differences, and that such differences may cause divergent trading
results.

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(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 advisor.

5.    TERM.    (a) This Agreement shall continue in
effect until June 30, 2005. 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 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; (vi)
CMF reasonably believes that the application of speculative position
limits will substantially affect the performance of the Partnership; or
(vii) the Advisor fails to conform to the trading policies set forth in
the Limited Partnership Agreement or the Prospectus as they may be
changed from time to time. At any time during the term of this
Agreement, CMF may elect immediately to terminate this Agreement if (i)
the Advisor merges or consolidates with another entity, sells a
substantial portion of its assets, or becomes bankrupt or insolvent,
(ii)  David Winton Harding 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 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, 2005; or (iii) in the event
that the General Partner or Partnership fails to comply with the terms
of this Agreement. The Advisor may immediately terminate this Agreement
if CMF's registration as a commodity pool operator 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 Paragraph 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 loss, liability, 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 

5









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 Paragraph 16 of the Limited
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) Without limiting subparagraph
(a)(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 (a)(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 (a)(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 the circumstances
because the Advisor has met the applicable standard of conduct set
forth in subparagraph (a)(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) actually and
reasonably incurred by it in connection therewith.

(iv) As used
in this Paragraph 6(a), the term "Advisor"
shall include the Advisor, its principals, officers, directors 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 principals, officers,
directors or employees 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, bad faith, recklessness or intentional misconduct on the
part of the Advisor (except as otherwise provided in Paragraph
1(g)).

(ii) In the event CMF, the Partnership or any of their
principals, officers, directors or employees 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 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 principals, officers, directors or
employees against any loss, liability, damage, cost or expense
(including, without limitation, attorneys' and accountants'
fees) actually and reasonably incurred by them in connection
therewith.

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(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 reasonable 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 Disclosure Document
are accurate in all material respects and as to them the Disclosure
Document 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. All references to the Advisor and its
principals in the Prospectus or a supplement thereto, if any, 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, except
that with respect to pro forma or hypothetical performance information
in such 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 made by the General Partner.

(ii) The information
with respect to the Advisor set forth in the actual performance tables
in the Disclosure Document 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. The Advisor's performance
tables have been examined by an independent certified public
accountant. The Advisor will have its performance tables so examined no
less frequently than annually during the term of this Agreement.

(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 company duly organized, validly existing and
in good standing under the laws of the United Kingdom 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 

7









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, which is 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
any hypothetical or pro forma performance adjustments in the
Prospectus, if any, will not be deemed to be 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) CMF 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
limited partnership power and authority to enter into this Agreement
and to perform its obligations under this Agreement.

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 to notify, in
writing, the broker and CMF and the Partnership's brokers of (i)
any error committed by the Advisor or its principals or employees; (ii)
any trade which the Advisor believes was not executed in accordance
with its instructions; or (iii) 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 a net worth of not less than USD $2,000,000
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 laws, including rules and regulations of the
Securities and Exchange Commission, 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.

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(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.

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 facsimile 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
Fax: 212-793-1969

If
to the Advisor:

Winton Capital Management
Limited
1-5 St. Mary Abbot's Place
London W8 6LS

England

			
		Attention: 	Mr. David
Harding
 Mr. Martin
Hunt


			
		Fax: 	+44 (0)20 7610
5301


13.    GOVERNING LAW.    This Agreement shall
be governed by and construed in accordance with the laws of the State
of New York, without giving effect to principles of conflicts of
law.

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. Each party shall
provide notice of any such dispute or controversy to the other party
prior to the submission of such dispute or controversy to the
applicable agency for arbitration. Any such notice to the Advisor shall
be dealt with in accordance with the Rules of the FSA to the extent
such rules do not contradict the provisions of this Agreement
(including, without limitation, Paragraph 13 or this Paragraph 14) or
the rules of the CFTC or NFA.

15.    NO THIRD PARTY
BENEFICIARIES.    There are no third party beneficiaries to this
Agreement, except that certain persons not parties to this Agreement
have rights under Paragraph 6 hereof.

9








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
	 		WINTON CAPITAL
MANAGEMENT LIMITED
	 	
	 		By		/s/ Martin
Hunt
	 		 		Martin Hunt
Director,
Winton Capital
Management
	




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