June 1, 1999 Campbell & Co. Inc. 210 West Pennsylvania Avenue Baltimore, MD 21204 Attention: Ms. Terry Livesey RE: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Ms. Livesey: We are writing with respect to your...

June 1, 1999



Xxxxxxxx & Co. Inc.
000 Xxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Attention: Xx. Xxxxx Xxxxxxx

RE:      Management Agreement Xxxxxxx
         Xxxxx Xxxxxx Diversified Futures Fund X.X. XX

Dear Xx. Xxxxxxx:

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, 2000
and 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 or fax to 000-000-0000.  If you have any questions I can be
reached at 000-000-0000.

Very truly yours,

XXXXX XXXXXX FUTURES MANAGEMENT INC.



By:
         Xxxxxx X. Xxxxxxxx
         Chief Financial Officer,
         Director & Treasurer


AGREED AND ACCEPTED

XXXXXXXX & CO. INC.


By:

Print Name:

DAD/sr