Exhibit
10.40

June 15, 2005

Winton Capital Management
 1a. St. Mary Abbot's Place

Kensington, London W86LS, U.K.

Attention: Mr. Martin Hunt


Re:    Management Agreement Renewals


Dear
Mr. Hunt:

We are writing with respect to your management
agreements concerning the commodity pools to which reference is made
below (the "Management Agreements"). We are
extending the term of the Management Agreements through June 30, 2006
and all other provisions of the Management Agreements will remain
unchanged.

			
		• 	Smith Barney
Diversified Futures Fund
L.P.


			
		• 	AURORA
2001


			
		• 	AURORA
III


			
		• 	SSB Orion Futures Fund
L.P.


			
		• 	Alera Portfolio
Spc


			
		• 	CMF Winton Feeder LP
I


			
		• 	Citigroup Diversified
Futures Fund L.P.


			
		• 	CMF Winton
Master Fund L.P.


Please acknowledge receipt of this modification
by signing one copy of this letter and returning it to the attention of
Mr. Daniel McAuliffe at the address above or fax to 212-793-1986. If
you have any questions I can be reached at 212-559-5043.

Very
truly yours,





							
	CITIGROUP
MANAGED FUTURES LLC
	By:		/s/
Daniel R. McAuliffe,
Jr.
	 		Daniel R.
McAuliffe, Jr.
 Chief Financial Officer & Director
	By:		/s/ Martin
Hunt
	Print Name:   Martin
Hunt
	DRMcA/sr		 
	













Exhibit 10.40

June 15,
2005

Willowbridge Associates Inc.
 101 Morgan Lane -
Suite 180
 Plainsboro, N.J. 08536

Attention: Mr Steve R.
Crane


Re:    Management Agreement Renewals


Dear Mr. Crane:

We are writing with respect to your
management agreements concerning the commodity pools to which reference
is made below (the "Management Agreements").
We are extending the term of the Management Agreements through June 30,
2006 and all other provisions of the Management Agreements will remain
unchanged.

			
		• 	Salomon Smith
Barney Orion Futures Fund L.P.


			
		• 	Smith Barney Diversified Futures
Fund L.P.


			
		• 	Smith Barney
Diversified Futures Fund L.P.
II


			
		• 	Citigroup Diversified
Futures Fund L.P.


			
		• 	Alera
100


Please acknowledge receipt of this modification by signing
one copy of this letter and returning it to the attention of Mr. Daniel
McAuliffe at the address above or fax to 212-793-1986. If you have any
questions I can be reached at 212-559-5043.

Very truly
yours,





							
	CITIGROUP
MANAGED FUTURES LLC
	By:		/s/
Daniel R. McAuliffe,
Jr.
	 		Daniel R.
McAuliffe, Jr.
 Chief Financial Officer & Director
	By:		/s/ Steven R.
Crane
	Print Name:   Steven R.
Crane
	DRMcA/sr		 
	













Exhibit
10.40

June 15, 2005

Graham Capital
Management, L.P. Rock Ledge Financial Center
 40 Highland
Avenue
 Rowayton, CT 06853

Attention: Mr. Paul Sedlack


Re:    Management Agreement Renewals


Dear
Mr. Sedlack:

We are writing with respect to your management
agreements concerning the commodity pools to which reference is made
below (the "Management Agreements"). We are
extending the term of the Management Agreements through June 30, 2006
and all other provisions of the Management Agreements will remain
unchanged.

			
		• 	Smith Barney Global
Markets Futures Fund


			
		• 	Smith
Barney Diversified Futures Fund L.P.
II


			
		• 	Smith Barney Diversified
Futures Fund L.P.


			
		• 	Salomon
Smith Barney Diversified 2000 Futures Fund L.P.


			
		• 	AURORA
2001


			
		• 	AURORA
III


			
		• 	Salomon Smith Barney
Fairfield Futures Fund
L.P.


			
		• 	Citigroup Diversified
Futures Fund L.P.


			
		• 	Citigroup
Fairfield Futures Fund L.P.
II


			
		• 	Alera
100


			
		• 	Alera Portfolio Spc


Please acknowledge receipt of this modification by signing one copy
of this letter and returning it to the attention of Mr. Daniel
McAuliffe at the address above or fax to 212-793-1986. If you have any
questions I can be reached at 212-559-5043.

Very truly
yours,





							
	CITIGROUP
MANAGED FUTURES LLC
	By:		/s/
Daniel R. McAuliffe,
Jr.
	 		Daniel R.
McAuliffe, Jr.
 Chief Financial Officer & Director
	By:		/s/ Paul
Sedlack
	Print Name:   Paul
Sedlack
	DRMcA/sr		 
	













Exhibit
10.40

May 31, 2005

Campbell & Company,
Inc.
 Court Tower Building
 210 West Pennsylvania Avenue

Suite 770
 Towson, MD 21204

Attn: Ms. Terry Becks


Re:    Management Agreement Renewals


Dear
Ms. Becks:

We are writing with respect to your management
agreements concerning the commodity pools to which reference is made
below (the "Management Agreements"). We are
extending the term of the Management Agreements through June 30, 2006
and all other provisions of the Management Agreements will remain
unchanged.

			
		• 	Smith Barney
Potomac Futures Fund
L.P.


			
		• 	Smith Barney Diversified
Futures Fund L.P.


			
		• 	Smith Barney
Diversified Futures Fund L.P.
II


			
		• 	Smith Barney Global Markets
Futures Fund L.P.


			
		• 	Smith Barney
Global Diversified Futures Fund
L.P.


			
		• 	Salomon Smith Barney
Diversified 2000 Futures Fund
L.P.


			
		• 	AURORA
2001


			
		• 	AURORA
III


			
		• 	CMF Campbell Master Fund
L.P.


Please acknowledge receipt of this modification by signing
one copy of this letter and returning it to the attention of Mr. Daniel
McAuliffe at the address above or fax to 212-793-1986. If you have any
questions I can be reached at 212-559-5043.

Very truly
yours,





							
	CITIGROUP
MANAGED FUTURES LLC
	By:		/s/
Daniel R. McAuliffe,
Jr.
	 		Daniel R.
McAuliffe, Jr.
 Chief Financial Officer & Director
	CAMPBELL & COMPANY, INC.
	By:		/s/ Terry
Becks
	Print Name:   Terry
Becks
	DRMcA/sr