0001193125-12-142946 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 30th, 2012 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), made as of the day of October, 2010, is by and among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC), a Delaware limited liability company (“CMF” or the “General Partner”), TACTICAL DIVERSIFIED FUTURES FUND L.P. (formerly, Citigroup Diversified Futures Fund L.P.), a New York limited partnership (the “Partnership”) and CAPITAL FUND MANAGEMENT SA, a French corporation (the “Advisor,” together with the General Partner and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of September 30, 2003 (the “Existing Agreement”) by and among the Parties.

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