June 24, 1997 Rabar Market Research 10 Bank St. - Suite 830 White Plain, N.Y. 10606 Attention: Mr. John Dreyer & Mr. Paul Rabar Re: Management Agreement Renewal Smith Barney Diversified Futures Fund Dear Mr. Dreyer & Mr. Rabar: We are writing with...

June 24, 1997



Rabar Market Research
00 Xxxx Xx. - Xxxxx 000
Xxxxx Xxxxx, X.X. 10606


Attention:  Xx. Xxxx Xxxxxx &
            Xx. Xxxx Xxxxx

     Re:  Management Agreement Xxxxxxx
          Xxxxx Xxxxxx Diversified Futures Fund

Dear Xx. Xxxxxx & Xx. Xxxxx:

We are  writing  with  respect  to  your  management  agreement  concerning  the
commodity pool to which reference is made above (the "Management Agreement"). We
would like to extend the term of the Management Agreement through June 30, 1998.
The  incentive fee will now be paid  annually  instead of  quarterly.  All other
provisions of the Management Agreement will remain unchanged.

Please indicate your agreement to and acceptance of this modification by signing
one copy of this letter and returning it to the attention of Xx. Xxxxxx Xxxxxxxx
at the address above.


Very truly yours,

XXXXX XXXXXX FUTURES MANAGEMENT INC.



By:
     Chief Financial Officer,
     Director & Treasurer



AGREED AND ACCEPTED

RABAR MARKET RESEARCH



By:


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