June 1, 1999 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 1, 1999



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, 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

RABAR MARKET RESEARCH

By:

Print Name:

DAD/sr