EX-10.23






MANAGEMENT AGREEMENT




          AGREEMENT made as of the 29 day of September, 2008 among CITIGROUP MANAGED FUTURES LLC, a
Delaware limited liability company (“CMF”), CITIGROUP GLOBAL DIVERSIFIED FUTURES FUND L.P., a New
York limited partnership (the “Partnership”) and WAYPOINT CAPITAL MANAGEMENT LLC, a Delaware
limited liability company (the “Advisor”).




W
I
T N E S S E T
H:




          WHEREAS, the Partnership was formerly known as Salomon Smith Barney Global Diversified
Futures Fund L,P.; and




          WHEREAS, CMF is the general partner of the Partnership, a limited partnership organized for
the purpose of speculative trading of commodity interests, including futures contracts, options 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, forward contracts, swaps and other derivative
instruments. 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 November 25, 1998,
as supplemented (the “Prospectus”), 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 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 for
Qualified Eligible Persons (as defined in CFTC Rule 4.7) dated September 2008 (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. 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 Advisor’s Diversified Program (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 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.




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          (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 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).




          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




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trading advisor or any limited partners for any acts or omissions of any other trading advisor no
longer acting as an advisor to the Partnership.




          3. COMPENSATION. (a) In consideration of and as compensation for all of the
services to be rendered by the Advisor to the Partnership under this Agreement, the Partnership
shall pay the Advisor (i) an annual incentive fee 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 June 15, 1998 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 will be
attributed to the Advisor based on the Advisor’s proportionate share of Net Assets. Ongoing
expenses will not include expenses of litigation not involving the activities of the Advisor
on
behalf of the Partnership. Ongoing expenses include offering expenses of the Partnership. No
incentive fee shall be paid until after December 31, 2008, which fee shall be based on New
Trading Profits earned by the Advisor on behalf of the Partnership. 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) Annual 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
year or month, as the case may be, the annual incentive fee shall be computed as if the
effective
date of termination were the last day of the then current year 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.




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          (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 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
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.




          (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




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of the Partnership’s account and the Advisor’s and its principals’ current accounts and all
proposed accounts for which they have contracted to act as trading advisor.




          5. TERM. (a) This Agreement shall continue in effect until June 30, 2009.
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; 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 merges, consolidates with another entity, sells a substantial
portion
of its assets, or becomes bankrupt or insolvent, (ii) Robert Calabretta 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, 2009; 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 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




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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.




          (ii) 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 (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




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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) The Disclosure Document is in full compliance with the Commodity Exchange Act and
the rules and regulations promulgated thereunder and is accurate in all material respects and 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 any future 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) 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. During the term of this Agreement: (x) the
Advisor will prepare performance tables that comply with all applicable CFTC rules no less
frequently than quarterly, and (y) the Advisor’s performance tables covering years ending on or
after December 31, 2008 shall be examined by an independent certified public accountant within 120
days of each year-end and the report thereon shall be provided to CMF.




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          (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 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 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 shall be 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, 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.




          (ii) CMF 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,




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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 power and authority to enter into this Agreement and
to perform its obligations under this Agreement.




          (viii) The Partnership is a qualified eligible person as defined in CFTC Rule 4.7.




          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; 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 $ 100,000 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 rules and regulations of
the CFTC and/or the commodity exchange on which any particular transaction is executed.




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          (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.




          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

55 East 59th Street

10th Floor

New York, New York 10022

Attention: Jerry Pascucci




          If to the Advisor:



Waypoint Capital Management LLC

80 Pine Street

32nd Floor

New York, New York 10005

Attention: Robert Calabretta




          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.




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          15. NO THIRD PARTY BENEFICIARIES. There are no third party beneficiaries to this
Agreement.




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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.




          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/ Jerry Pascucci
 	 
	 	 	Jerry Pascucci 	 
	 	 	President 	 
	 



	 	 	 
	 

	 	CITIGROUP GLOBAL DIVERSIFIED FUTURES FUND
L.P.
	 
	 	 
	 

	 	By: Citigroup Managed Futures LLC
	 

	 	  (General Partner)






	 	 	 	 	 
	 	 	 
	 	By:  	                                                /s/ Jerry Pascucci
 	 
	 	 	Jerry Pascucci 	 
	 	 	President 	 
	 
	 	WAYPOINT CAPITAL MANAGEMENT LLC

 	 
	 	By:  	/s/ Robert Calabretta
 	 
	 	 	Robert Calabretta 	 
	 	 	President 	 
	 




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