June 22, 1999 John W. Henry & Company, Inc. One Glendinning Place Westport, Ct. 06880 Attn: Ms. Beth Kenton Re: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Ms. Kenton: We are writing with respect to your management...

 June 22, 1999



Xxxx X. Xxxxx & Company, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxxxx, Xx. 00000
Attn: Xx. Xxxx Xxxxxx

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

Dear Xx. Xxxxxx:

We are  writing  with  respect  to  your  management  agreement  concerning  the
commodity pool to which reference is made above (the "Management Agreement"). We
are extending the term of the Management Agreement through June 30, 2000 and all
other provisions of the Management Agreement will remain unchanged.

Please  acknowledge  receipt 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

RECEIVED

XXXX X. XXXXX & COMPANY, INC.


By:

Print Name:


DAD/sr