Smith Barney Futures Management LLC
                         388 Greenwich Street, 7th Floor
                          New York, New York 10013-2396

June 11, 2002


Winton Capital Management
1a. St. Mary Abbot's Place
Kensington, London W86LS, U.K.

Attention:  Mr. Martin Hunt

         Re:      Management Agreement Renewals

Dear Mr. Kemp:

     We are writing with respect to your  management  agreements  concerning the
commodity pools to which reference is made below (the "Management  Agreements").
We are extending the term of the Management Agreements through June 30, 2003 and
all other provisions of the Management Agreements will remain unchanged.

o        Smith Barney Principal Plus Futures Fund L.P. II
o        Smith Barney Diversified Futures Fund L.P.
o        AURORA 2001

    Please acknowledge receipt of this modification by signing one copy of this
letter and returning it to the attention of Mr. Daniel  McAuliffe at the address
above or fax to  212-723-8985.  If you have any  questions  I can be  reached at
212-723-5435.

Very truly yours,

SMITH BARNEY FUTURES MANAGEMENT LLC


By:      /s/ Daniel R. McAuliffe, Jr.
           -------------------------
         Daniel R. McAuliffe, Jr.
         Chief Financial Officer & Director


AGREED AND ACCEPTED
WINTON CAPITAL MANAGEMENT

By:        /s/ Martin Hunt
       -------------------------

Print Name: Martin Hunt
       -------------------------
        Chief Financial Officer
DRMcA/sr