MANAGEMENT
AGREEMENT


AGREEMENT made as of the 30th day of
September, 2005, 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 AAA CAPITAL
MANAGEMENT, INC., a Texas corporation (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 initially
through an investment in AAA Master Fund LLC (the
‘‘Master Fund’’); 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 policies set forth in the
Partnership’s Prospectus and Disclosure Document dated as of
June  30,  2005, as supplemented (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 Energy 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 September  15,  2005, as filed
with the NFA (the ‘‘Disclosure Document’’).
All trades made by the Advisor for the account of the Partnership,
whether directly or indirectly through the Master Fund, 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 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
as described in the Disclosure Document. 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 Disclosure Document 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.

(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
is not 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 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 any CMF affiliate) 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).

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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.

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 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. Ongoing
expenses shall not include expenses of litigation not involving the
activities of the Advisor on behalf of the Partnership. No incentive
fee shall be paid until the end of the first full calendar quarter of
trading by the Advisor on behalf of the Partnership, which fee shall be
based on New Trading Profits earned from the commencement of trading by
the Advisor on behalf of 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 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 

3









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 in writing 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.

(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,  2006. 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,
consolidates with another entity, sells a substantial portion of its
assets, or becomes bankrupt or insolvent, (ii) A. Anthony Annunziato
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.

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(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,  2006; or (iii) in the
event that CMF or the 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 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 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 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 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.

(ii) 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, CMF 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 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 (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.

(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 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.

(v) 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
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


5









(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 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, if any, in the Prospectus
or supplement thereto 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 any pro
forma or hypothetical performance information in such Prospectus, if
any, this representation and warranty extends only to any underlying
data made available by the Advisor for the preparation thereof and not
to any hypothetical or pro forma adjustments.

(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.

(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 Texas 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.

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(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,
if any, 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, if any,
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 and pro forma
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) 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 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. The Advisor will provide CMF with
copies of any correspondence from or to the CFTC, NFA or any commodity
exchange in connection with an investigation or audit of the
Advisor’s business activities.

(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 

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instructions; and (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 $1,000,000 during the term of this
Agreement.

(v) The Advisor will make no representations
to investors or prospective investors in the Partnership with respect
to the offering and sale of Units without the prior written approval of
CMF.

(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.

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 CMF:

Citigroup Managed Futures LLC
731
Lexington Avenue
25th Floor
New York, New York
10022
Attention: David J. Vogel

If to the
Advisor:

AAA Capital Management, Inc.
1300
Post Oak Boulevard
Suite 350
Houston, Texas
77056
Attention: A. Anthony Annunziato

With a copy
to:

David R. Allen, Esq.
407 East Main
Street
Murfreesboro, TN 37130

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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 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.

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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



		AAA CAPITAL
MANAGEMENT, INC.





		By: /s/ A. Anthony
Annunziato        




			
		 	A. Anthony
Annunziato
President


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