The Management Agreement Sample Contracts

AMENDMENT NUMBER 5 TO THE MANAGEMENT AGREEMENT
The Management Agreement • February 14th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York
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AMENDMENT NUMBER 7 TO THE MANAGEMENT AGREEMENT
The Management Agreement • June 28th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 7, dated as of May 31, 2002 (the "Amendment") to the Management Agreement, dated as of February 9, 2001 (as amended or supplemented from time to time as permitted thereby, the "Management Agreement"), by and among Universal Compression, Inc. (the "Manager"), UCO Compression LLC ("UCO") and BRL Universal Compression Funding I, L.P. (the "Issuer").

ADDENDUM DATED [DECEMBER 28, 2011] TO THE MANAGEMENT AGREEMENT DATED DECEMBER 29, 2010
The Management Agreement • October 14th, 2011 • Neuberger Berman Alternative Funds

This Addendum, dated as of [December 28, 2011], hereby supplements the attached Management Agreement (the “Management Agreement”), dated December 29, 2010, by and between Neuberger Berman Alternative Funds, a Delaware statutory trust (“Trust”), and Neuberger Berman Management LLC, a Delaware limited liability company (“Manager”), solely with respect to the Neuberger Berman Risk Balanced Commodity Strategy Fund (the “Commodity Fund”), a series of the Trust, as follows:

AMENDMENT NO. 5 TO THE MANAGEMENT AGREEMENT
The Management Agreement • September 26th, 2020

This AMENDMENT NO. 5 TO THE MANAGEMENT AGREEMENT (the “Amendment”), dated as of February 10, 2015, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007 and the Amendments to the Management Agreement entered into among the Parties on October 27, 2009, October 21, 2011, October 30, 2013 and August 29, 2014 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

Contract
The Management Agreement • March 28th, 2003 • Fpic Insurance Group Inc • Life insurance

Exhibit 10(uu) SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT DATED AS OF JUNE 30, 1998 This Second Amendment to the Management Agreement dated as of June 30, 1998 is effective as of the 1st day of January 2002, by and among ANESTHESIOLOGISTS PROFESSIONAL ASSURANCE COMPANY, a Florida corporation (“Company”), APA MANAGEMENT, INC., a Florida corporation (“Manager”), and FPIC INSURANCE GROUP, INC., a Florida corporation (“FPIC”), hereinafter collectively referred to as “Parties.” W I T N E S S E T H WHEREAS, for good and valuable consideration, the Parties previously entered into a Management Agreement dated as of June 30, 1998 and an Amendment to the Management Agreement dated as of October 7, 1999 (hereinafter collectively referred to as “Management Agreement”); and WHEREAS, the Parties desire to amend the Management Agreement in accordance with SECTION TWENTY FOUR of the Management Agreement; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of whic

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.

AMENDMENT NO. 10 TO THE MANAGEMENT AGREEMENT
The Management Agreement • April 1st, 2020 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

This AMENDMENT NO. 10 TO THE MANAGEMENT AGREEMENT (the "Amendment"), dated as of December 13, 2019, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership ("NMLP") and Navios ShipManagement Inc., a Marshall Islands corporation ("NSM", and together with NMLP, the "Parties") and amends the Management Agreement (the "Management Agreement") entered into among the Parties on November 16, 2007 as amended and supplemented from time to time (together, with the Management Agreement, the "Agreement"). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT
The Management Agreement • July 3rd, 2018 • Navios Maritime Containers Inc. • Deep sea foreign transportation of freight

This AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT (the “Amendment”), dated as of June 1, 2018, is made by and between Navios Maritime Containers Inc., a corporation duly organized and existing under the laws of the Marshall Islands (“NMCI”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on June 7, 2017 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • March 26th, 2020 • Ceres Tactical Global L.P. • Commodity contracts brokers & dealers • New York

This AMENDMENT dated January 1, 2020 to the MANAGEMENT AGREEMENT made as of February 1, 2019 (the “Management Agreement”), by and among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES TACTICAL GLOBAL L.P., a Delaware limited partnership (the “Partnership”) and ADG CAPITAL MANAGEMENT LLP, a limited liability partnership registered in England and Wales (the “Advisor”, and together with CMF and the Partnership, the “Parties”).

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • April 2nd, 2018 • Ceres Orion L.P. • Commodity contracts brokers & dealers • New York

This AMENDMENT (this “Amendment”) dated as of the 1 day of April, 2018, to the MANAGEMENT AGREEMENT made as of the 11th day of March 2014 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), CERES ORION L.P., a New York limited partnership (the “Partnership”) and WILLOWBRIDGE ASSOCIATES INC. a Delaware corporation (the “Advisor”, and together with CMF and the Partnership, the “Parties”).

THIRD AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • August 12th, 2015 • Potomac Futures Fund Lp • Commodity contracts brokers & dealers • New York

This THIRD AMENDMENT dated as of the 27th day of May, 2014 to the MANAGEMENT AGREEMENT made as of the 1st day of April, 1997, (the “Management Agreement”) and as amended on March 1, 1999, and April 1, 2001, among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT LLC), a Delaware limited liability company (“CMF”), POTOMAC FUTURES FUND L.P. (formerly SMITH BARNEY POTOMAC FUTURES FUND L.P.), a New York limited partnership (the “Partnership”) and CAMPBELL & COMPANY, INC., a Maryland corporation (the “Advisor,” and together with CMF and the Partnership, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
The Management Agreement • May 14th, 2014 • Fairfield Futures Fund Lp Ii • Commodity contracts brokers & dealers

This AMENDMENT No. 1 dated as of the 1st day of April, 2014 to the MANAGEMENT AGREEMENT made as of the 31st day of December, 2003, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly CITIGROUP MANAGED FUTURES LLC), a Delaware limited liability company (“CMF”), FAIRFIELD FUTURES FUND L.P. II (formerly CITIGROUP FAIRFIELD FUTURES FUND L.P. II), 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.

AMENDMENT NO. 4 TO THE MANAGEMENT AGREEMENT
The Management Agreement • September 19th, 2019 • Navios Maritime Containers L.P. • Deep sea foreign transportation of freight

This AMENDMENT NO. 4 TO THE MANAGEMENT AGREEMENT (the “Amendment”), dated as of August 28, 2019, is made by and between Navios Maritime Containers L.P, a partnership duly formed and existing under the laws of the Marshall Islands (“NMCI”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMCI, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on June 7, 2017 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • April 26th, 2024 • Mutual Fund & Variable Insurance Trust

This Amendment is made to the Management Agreement dated August 29, 2016 (the “Agreement”) between RDMF Fund Limited (the “Company”) a Cayman Islands exempted company and is a wholly-owned subsidiary of the Rational/ReSolve Adaptive Asset Allocation Fund (formerly, the Rational Dynamic Momentum Fund) (the “Fund”), a series of the Mutual Fund and Variable Insurance Trust (the “Trust”) and Rational Advisors, Inc. (the “Adviser” and together with the Company, the “Parties”).

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
The Management Agreement • May 14th, 2014 • Diversified Multi-Advisor Futures Fund L.P. Ii • 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 1st day of July, 2000, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT LLC), a Delaware limited liability company (“CMF”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. II (formerly SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II), 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.

AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT
The Management Agreement • March 12th, 2021

This AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT (this “Amendment”), dated as of October 21, 2011, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007 and the Amendment to the Management Agreement entered into among the Parties on October 27, 2009 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
The Management Agreement • May 14th, 2014 • Diversified 2000 Futures Fund L.P. • Commodity contracts brokers & dealers

This AMENDMENT NO. 1 dated as of the 1st day of April, 2014 to the MANAGEMENT AGREEMENT made as of the 1st day of March, 2001, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT LLC), a Delaware limited liability company (“CMF”), DIVERSIFIED 2000 FUTURES FUND L.P. (formerly SALOMON SMITH BARNEY DIVERSIFIED 2000 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.

AMENDMENT NO. 11 TO THE MANAGEMENT AGREEMENT
The Management Agreement • September 13th, 2022 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

This AMENDMENT NO. 11 TO THE MANAGEMENT AGREEMENT (the “Amendment”), dated as of July 25, 2022, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007 as amended and supplemented from time to time (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT
The Management Agreement • October 24th, 2011 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

This AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT (this “Amendment”), dated as of October 21, 2011, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007 and the Amendment to the Management Agreement entered into among the Parties on October 27, 2009 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

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SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • April 30th, 2007 • Smith Barney Tidewater Futures Fund Lp

This SECOND AMENDMENT (this “Amendment”) to the MANAGEMENT AGREEMENT made as of the 22nd day of May, 1995, and as amended on March 1, 1999, among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited liability company (“SBFM”), SMITH BARNEY TIDEWATER FUTURES FUND L.P., a New York limited partnership (the “Partnership”), CHESAPEAKE CAPITAL CORPORATION, an Illinois corporation (the “Advisor”) and SFG GLOBAL INVESTMENTS, INC., a Delaware corporation (“SFG”) is made as of April 1, 2001 by and among SBFM, the Partnership and the Advisor.

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • January 7th, 2013 • Diversified Multi-Advisor Futures Fund L.P. • Commodity contracts brokers & dealers

This AMENDMENT dated as of the 1st day of January, 2013, to the MANAGEMENT AGREEMENT made as of the 1st day of February, 1999, (the “Management Agreement”) among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT INC.), a Delaware limited liability company (“CMF”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. (formerly Smith Barney Diversified Futures Fund L.P.), a New York limited partnership (the “Partnership”) and WILLOWBRIDGE ASSOCIATES INC., a Delaware corporation (the “Advisor”, all parties together, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT
The Management Agreement • July 24th, 2020

This AMENDMENT NO. 3 TO THE MANAGEMENT AGREEMENT (this “Amendment”), dated as of October 30, 2013, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007 and the Amendments to the Management Agreement entered into among the Parties on October 27, 2009 and October 21, 2011 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • August 6th, 2015 • Global Diversified Futures Fund L.P. • Commodity contracts brokers & dealers • New York

This SECOND AMENDMENT, dated as of the 1st day of August 2015 to the MANAGEMENT AGREEMENT made as of the 1st day of October 2005, as amended by that certain Amendment to the Management Agreement dated as of the 1st day of June 2013 (as so amended, the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC), a Delaware limited liability company (“CMF”), GLOBAL DIVERSIFIED FUTURES FUND L.P. (formerly, Salomon Smith Barney Global Diversified Futures Fund L.P.), a New York limited partnership (the “Partnership”) and ALTIS PARTNERS (JERSEY) LIMITED, a States of Jersey, Channel Islands corporation (the “Advisor” or “Altis”, and together with CMF and the Partnership, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • July 27th, 2016 • Orion Futures Fund Lp • Commodity contracts brokers & dealers • New York

This AMENDMENT dated 22 July 2016 to the MANAGEMENT AGREEMENT made as of the 14th day of September 2015 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), ORION FUTURES FUND L.P., a New York limited partnership (the “Partnership”) and SYSTEMATICA INVESTMENTS LIMITED, a company incorporated under the laws of Jersey (the “Advisor”, and together with CMF and the Partnership, the “Parties”).

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
The Management Agreement • August 13th, 2014 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts

This AMENDMENT NO. 1 dated as of the 1st day of July, 2014 to the MANAGEMENT AGREEMENT made as of the 31st day of March, 2008, (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly CITIGROUP MANAGED FUTURES LLC), a Delaware limited liability company (“CMF”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. II (formerly SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II), a New York limited partnership (the “Partnership”) and ECKHARDT TRADING COMPANY, an Illinois corporation (the “Advisor”) (all parties together, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT OF FXCM GROUP, LLC
The Management Agreement • March 20th, 2017 • Global Brokerage, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Amendment No. 1 to the FXCM Group LLC Management Agreement (this “Agreement”) is entered into as of February 2, 2017 by and among FXCM Group, LLC, a Delaware limited liability company (the “Company”), FXCM Holdings, LLC, a Delaware limited liability company (the “Manager”), and LUK-FX Holdings, LLC (“Leucadia” and, collectively with the “Company” and the “Manager,” the “Parties”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AMENDMENT NUMBER 8 TO THE MANAGEMENT AGREEMENT
The Management Agreement • August 13th, 2002 • Universal Compression Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDMENT NUMBER 8, dated as of July 31, 2002 (the "Amendment") to the Management Agreement, dated as of February 9, 2001 (as amended or supplemented from time to time as permitted thereby, the "Management Agreement"), by and among Universal Compression, Inc. (the "Manager"), UCO Compression LLC ("UCO") and BRL Universal Compression Funding I, L.P. (the "Issuer").

AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
The Management Agreement • January 7th, 2016 • Morgan Stanley Smith Barney Spectrum Technical Lp • Commodity contracts brokers & dealers • New York

This Amendment (the “Amendment”) dated effective as of January 1, 2016 to the MANAGEMENT AGREEMENT made as of the 31st day of December 2014 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (the “General Partner”), MORGAN STANLEY SMITH BARNEY SPECTRUM TECHNICAL L.P., a Delaware limited partnership (the “Partnership”) and SECOR CAPITAL ADVISORS, L.P., a Delaware limited partnership (the “Advisor”, and together with CMF and the Partnership, the “Parties”).

AMENDMENT NO. 8 TO THE MANAGEMENT AGREEMENT
The Management Agreement • February 5th, 2018 • Navios Maritime Partners L.P. • Deep sea foreign transportation of freight

This AMENDMENT NO.8 TO THE MANAGEMENT AGREEMENT (the “Amendment”), dated as of November 14, 2017, is made by and between Navios Maritime Partners L.P., a Marshall Islands limited partnership (“NMLP”) and Navios ShipManagement Inc., a Marshall Islands corporation (“NSM”, and together with NMLP, the “Parties”) and amends the Management Agreement (the “Management Agreement”) entered into among the Parties on November 16, 2007 and the Amendments to the Management Agreement entered into among the Parties on October 27, 2009, October 21, 2011, October 30, 2013, August 29, 2014, February 10, 2015, May 4, 2015 and February 4, 2016 (together, with the Management Agreement, the “Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given them in the Agreement.

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • January 5th, 2016 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York

This AMENDMENT dated effective as of January 1, 2016 to the MANAGEMENT AGREEMENT made as of the 1st day of August 2013 (the “Management Agreement”), among CERES MANAGED FUTURES LLC, a Delaware limited liability company (“CMF”), TACTICAL DIVERSIFIED FUTURES FUND L.P., a New York limited partnership (the “Partnership”) and JE MOODY & COMPANY LLC, a Delaware limited liability company (the “Advisor”, and together with CMF and the Partnership, the “Parties”).

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • January 7th, 2013 • Diversified Multi-Advisor Futures Fund L.P. Ii • Real estate investment trusts

This AMENDMENT dated as of the 1st day of January, 2013, to the MANAGEMENT AGREEMENT made as of the 30th day of April, 1997 (the “Management Agreement”), among CERES MANAGED FUTURES LLC (formerly SMITH BARNEY FUTURES MANAGEMENT INC.), a Delaware limited liability company (“CMF”), DIVERSIFIED MULTI-ADVISOR FUTURES FUND L.P. II (formerly Smith Barney Diversified Futures Fund L.P. II), a New York limited partnership (the “Partnership”) and WILLOWBRIDGE ASSOCIATES INC., a Delaware corporation (the “Advisor”, all parties together, the “Parties”). Capitalized terms not defined herein have the meaning ascribed to such terms in the Management Agreement.

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • January 7th, 2013 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts

This AMENDMENT dated as of the 1st day of January, 2013, to the MANAGEMENT AGREEMENT made as of the 12th 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 WILLOWBRIDGE ASSOCIATES INC., a Delaware corporation (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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