0001193125-14-199119 Sample Contracts

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
The Management Agreement • May 14th, 2014 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts

This AMENDMENT NO. 1 dated as of the 1st day of April, 2014 to the MANAGEMENT AGREEMENT made as of the 20th day of December, 2002, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT LLC), a Delaware limited liability company (“CMF”), TACTICAL DIVERSIFIED FUTURES FUND L.P. (formerly CITIGROUP DIVERSIFIED FUTURES FUND L.P.), a New York limited partnership (the “Partnership”) and GRAHAM CAPITAL MANAGEMENT, L.P., a Delaware Limited Partnership (the “Advisor”) (all parties together, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

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April 7, 2014 Morgan Stanley Smith Barney LLC
Tactical Diversified Futures Fund L.P. • May 14th, 2014 • Real estate investment trusts
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