MANAGEMENT AGREEMENT


            AGREEMENT  made as of the 1st day of July,  2000 among SMITH  BARNEY
FUTURES  MANAGEMENT LLC, a Delaware limited liability  company  ("SBFM"),  SMITH
BARNEY PRINCIPAL PLUS FUTURES FUND L. P. II, a New York limited partnership (the
"Partnership") and WINTON CAPITAL  MANAGEMENT  LIMITED, a United Kingdom company
(the "Advisor").

                            W I T N E S S E T H :

            WHEREAS,  SBFM is the general partner of SMITH BARNEY PRINCIPAL PLUS
FUTURES  FUND L. P. II, a  limited  partnership  organized  for the  purpose  of
speculative trading of commodity interests, including futures contracts, options
and forward  contracts  with the  objective  of  achieving  substantial  capital
appreciation; and

            WHEREAS,   the  Limited  Partnership   Agreement   establishing  the
Partnership (the "Limited  Partnership  Agreement")  permits SBFM to delegate to
one or  more  commodity  trading  advisors  SBFM's  authority  to  make  trading
decisions for the Partnership; and

            WHEREAS,  the Advisor is registered as a commodity  trading  advisor
with the Commodity  Futures Trading  Commission  ("CFTC") and is a member of the
National Futures Association ("NFA"); and

            WHEREAS, SBFM is registered as a commodity pool operator with the
CFTC and is a member of the NFA; and

            WHEREAS,  SBFM, the Partnership,  and the Advisor wish to enter into
this  Agreement  in order to set forth the terms and  conditions  upon which the
Advisor  will render and  implement  advisory  services in  connection  with the
conduct by the Partnership of its commodity  trading  activities during the term
of this Agreement;

            NOW, THEREFORE, the parties agree as follows:

            1.  DUTIES OF THE  ADVISOR.  (a) Upon the  commencement  of  trading
operations  by the  Advisor  for the  Partnership  and for the period and on the
terms and  conditions of this  Agreement,  the Advisor shall have sole authority
and responsibility,  as one of the Partnership's  agents and  attorneys-in-fact,
for directing the  investment  and  reinvestment  of the assets and funds of the
Partnership  allocated  to it by the  General  Partner in  commodity  interests,
including commodity futures contracts,  options and forward contracts.  All such
trading on behalf of the  Partnership  shall be in  accordance  with the trading
policies set forth in the Partnership's  prospectus dated February 29, 1996, and
as such  trading  policies  may be changed from time to time upon receipt by the
Advisor of prior written  notice of such change and pursuant to the  Diversified
Program  selected  by  SBFM  to be  utilized  by the  Advisor  in  managing  the
Partnership's  assets as described in the Advisor's  Disclosure  Document  dated
February  18,  2000.  Any open  positions  or other  investments  at the time of
receipt  of such  notice of a change in  trading  policy  shall not be deemed to
violate the changed policy and shall be closed or sold in the ordinary course of
trading.  The  Advisor  may not change  the  trading  policies  set forth in the
Prospectus  without the prior written consent of the Partnership  given by SBFM.
SBFM and the Partnership  each acknowledge that the Advisor may utilize exchange
for physicals transactions in its trading for the Partnership. The Advisor makes
no  representation  or  warranty  that the  trading to be directed by it for the
Partnership will be profitable or will not incur losses.  The Advisor shall have
no responsibility for the Partnership's assets maintained in Zero Coupons.

             (b) SBFM acknowledges  receipt of the Advisor's Disclosure Document
dated  February  18, 2000 (the  "Disclosure  Document").  All trades made by the
Advisor for the account of the Partnership  shall be made through such commodity
broker or brokers as SBFM shall direct,  and the Advisor shall have no authority
or  responsibility  for selecting or  supervising  any such broker in connection
with  the  execution,   clearance  or  confirmation  of  transactions   for  the
Partnership or for the negotiation of brokerage rates charged therefor. However,
the Advisor,  with the prior written permission (by either original or fax copy)
of SBFM,  may direct all trades in  commodity  futures  and options to a futures
commission  merchant or  independent  floor broker it chooses for execution with
instructions  to give-up the trades to the broker  designated by SBFM,  provided
that the futures commission merchant or independent floor broker and any give-up
or floor  brokerage fees are approved in advance by SBFM. All give-up or similar
fees  relating  to the  foregoing  shall be paid by the  Partnership  after  all
parties have executed the relevant give-up agreements (by either original or fax
copy).

             (c) The  initial  allocation  of the  Partnership's  assets  to the
Advisor will be made to the Advisor's  Diversified  Program (the "Program").  In
the event the Advisor wishes to use a trading  system or methodology  other than
or  in  addition  to  the  Program  in  connection  with  its  trading  for  the
Partnership,  either in whole or in part,  it may not do so unless  the  Advisor
gives SBFM prior  written  notice of its  intention  to utilize  such  different
trading system or methodology and SBFM consents thereto in writing. In addition,
the Advisor will provide five days' prior  written  notice to SBFM of any change
in the trading system or methodology  to be utilized for the  Partnership  which
the  Advisor  deems  material.  If the  Advisor  deems such  change in system or
methodology  or in  markets  traded  to  be  material,  the  changed  system  or
methodology or markets traded will not be utilized for the  Partnership  without
the prior written consent of SBFM. In addition,  the Advisor will notify SBFM of
any changes to the trading system or methodology  that would require a change in
the description of the trading  strategy or methods  described in the Disclosure
Document.  Further, the Advisor will provide the Partnership with a current list
of all commodity  interests to be traded for the Partnership's  account and will
not trade any additional  commodity interests for such account without providing
notice thereof to SBFM and receiving SBFM's written  approval.  The Advisor also
agrees to provide SBFM, on a monthly basis,  with a written report of the assets
under the Advisor's  management  together  with all other matters  deemed by the
Advisor to be material changes to its business not previously  reported to SBFM.
The Advisor  also agrees to provide  SBFM,  on a monthly  basis,  with a written
report of the assets  under the  Advisor's  management  together  with all other
matters  deemed by the  Advisor  to be  material  changes  to its  business  not
previously  reported to SBFM.  The Advisor  further  agrees that it will convert
foreign  currency  balances (not required to margin  positions  denominated in a
foreign  currency) to U.S. dollars no less frequently than monthly.  U.S. dollar
equivalents  in  individual  foreign  currencies  of more than  $100,000 will be
converted to U.S. dollars within one business day after such funds are no longer
needed to margin foreign positions.

             (d) The  Advisor  agrees to make all  material  disclosures  to the
Partnership  regarding  itself  and its  principals  as defined in Part 4 of the
CFTC's  regulations  ("principals"),   shareholders,   directors,  officers  and
employees,  their trading performance and general trading methods,  its customer
accounts (but not the identities of or identifying  information  with respect to
its customers) and otherwise as are required in the reasonable  judgment of SBFM
to be made in any filings required by Federal or state law or NFA rule or order.
Notwithstanding  Sections  1(d) and 4(d) of this  Agreement,  the Advisor is not
required to disclose the actual trading  results of proprietary  accounts of the
Advisor or its principals unless SBFM reasonably determines that such disclosure
is required in order to fulfill its fiduciary  obligations to the Partnership or
the reporting, filing or other obligations imposed on it by Federal or state law
or NFA rule or order.  The  Partnership  and SBFM  acknowledge  that the trading
advice to be  provided  by the  Advisor is a  property  right  belonging  to the
Advisor  and that they will keep all such  advice  confidential.  Further,  SBFM
agrees to treat as  confidential  any  results of  proprietary  accounts  and/or
proprietary  information  with  respect to  trading  systems  obtained  from the
Advisor.

             (e) The  Advisor  understands  and agrees  that SBFM may  designate
other trading  advisors for the Partnership and apportion or reapportion to such
other trading  advisors the management of an amount of Net Assets (as defined in
Section 3(b)  hereof) as it shall  determine  in its  absolute  discretion.  The
designation of other trading advisors and the  apportionment or  reapportionment
of Net Assets to any such  trading  advisors  pursuant  to this  Section 1 shall
neither  terminate this Agreement nor modify in any regard the respective rights
and obligations of the parties hereunder.

             (f) SBFM may, from time to time, in its absolute discretion, select
additional trading advisors and reapportion funds among the trading advisors for
the Partnership as it deems appropriate. SBFM shall use its best efforts to make
reapportionments,  if any, as of the first day of a month.  The  Advisor  agrees
that it may be called upon at any time promptly to liquidate positions in SBFM's
sole  discretion so that SBFM may  reallocate  the  Partnership's  assets,  meet
margin calls on the Partnership's  account,  fund redemptions,  or for any other
reason,  except that SBFM will not require the liquidation of specific positions
by the Advisor. SBFM will use its best efforts to give two days' prior notice to
the Advisor of any reallocations or liquidations.

             (g) The  Advisor  will not be  liable  for  trading  losses  in the
Partnership's account including losses caused by errors; provided, however, that
(i) the  Advisor  will be  liable  to the  Partnership  with  respect  to losses
incurred  due to errors  committed or caused by it or any of its  principals  or
employees in communicating improper trading instructions or orders to any broker
on  behalf  of the  Partnership  and  (ii) the  Advisor  will be  liable  to the
Partnership with respect to losses incurred due to errors committed or caused by
any executing  broker (other than any SBFM  affiliate)  selected by the Advisor,
(it also being  understood that SBFM,  with the assistance of the Advisor,  will
first attempt to recover such losses from the executing broker).

            2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor
shall be deemed to be an independent  contractor and, unless otherwise expressly
provided or  authorized,  shall have no authority  to act for or  represent  the
Partnership in any way and shall not be deemed an agent,  promoter or sponsor of
the Partnership,  SBFM, or any other trading  advisor.  The Advisor shall not be
responsible to the Partnership,  the General Partner, any trading advisor or any
limited  partners  for any acts or  omissions  of any other  trading  advisor no
longer acting as an advisor to the Partnership.

            3. COMPENSATION. (a) In consideration of and as compensation for all
of the  services to be rendered  by the  Advisor to the  Partnership  under this
Agreement,  the  Partnership  shall pay the Advisor (i) an incentive fee payable
quarterly  equal to 20% of New Trading  Profits (as such term is defined  below)
earned  by  the  Advisor  for  the  Partnership  and  (ii)  a  monthly  fee  for
professional  management  services  equal to 1/12 of 1.5% (1.5% per year) of the
month-end Net Assets of the Partnership allocated to the Advisor.

             (b) "Net  Assets"  shall have the  meaning  set forth in  Paragraph
7(d)(1) of the Limited  Partnership  Agreement dated as of November 16, 1995 and
without regard to further amendments  thereto,  provided that in determining the
Net  Assets of the  Partnership  on any  date,  no  adjustment  shall be made to
reflect any distributions,  redemptions or incentive fees payable as of the date
of such determination.

             (c) "New  Trading  Profits"  shall mean the excess,  if any, of Net
Assets  managed by the  Advisor at the end of the fiscal  period over Net Assets
managed by the Advisor at the end of the highest  previous  fiscal period or Net
Assets  allocated  to the Advisor at the date  trading  commences,  whichever is
higher,  and as further adjusted to eliminate the effect on Net Assets resulting
from  new  capital   contributions,   redemptions,   reallocations   or  capital
distributions,  if any, made during the fiscal  period  decreased by interest or
other  income,  not  directly  related  to  trading  activity,   earned  on  the
Partnership's  assets  during the  fiscal  period,  whether  the assets are held
separately  or in margin  accounts.  Ongoing  expenses will be attributed to the
Advisor  based  on the  Advisor's  proportionate  share of Net  Assets.  Ongoing
expenses  above will not  include  expenses  of  litigation  not  involving  the
activities of the Advisor on behalf of the  Partnership.  Ongoing  expenses will
not  include  offering  and  organizational  expenses  of  the  Partnership.  No
incentive fee shall be paid until the end of the first full calendar  quarter of
trading,  which  fee  shall be  based on New  Trading  Profits  earned  from the
commencement  of trading  operations by the Advisor on behalf of the Partnership
through the end of the first full calendar quarter,  provided, that no incentive
fee shall be paid on the first $750,000 in New Trading Profits.  Interest income
earned,  if any, will not be taken into account in computing New Trading Profits
earned by the Advisor. If Net Assets allocated to the Advisor are reduced due to
redemptions,  distributions or reallocations (net of additions), there will be a
corresponding  proportional  reduction in the related loss  carryforward  amount
that must be  recouped  before  the  Advisor  is  eligible  to  receive  another
incentive  fee.  New Trading  Profits are  computed  solely  based on  commodity
trading and do not include any transactions involving Zero Coupons.

            (d) Quarterly  incentive fees and monthly  management  fees shall be
paid within twenty (20) business  days  following the end of the period,  as the
case may be, for which such fee is payable.  In the event of the  termination of
this  Agreement as of any date which shall not be the end of a calendar  quarter
or a calendar  month,  as the case may be, the quarterly  incentive fee shall be
computed and paid as if the effective date of  termination  were the last day of
the then current quarter and the monthly management fee shall be prorated to the
effective date of termination.  If, during any month,  the Partnership  does not
conduct  business  operations  or the Advisor is unable to provide the  services
contemplated  herein for more than two  successive  business  days,  the monthly
management  fee shall be prorated by the ratio which the number of business days
during which SBFM conducted the  Partnership's  business  operations or utilized
the Advisor's  services  bears in the month to the total number of business days
in such month.

             (e)  The   provisions  of  this   Paragraph  3  shall  survive  the
termination of this Agreement.

            4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by
the Advisor hereunder are not to be deemed exclusive. SBFM on its own behalf and
on behalf of the  Partnership  acknowledges  that,  subject to the terms of this
Agreement,   the   Advisor   and  its   officers,   directors,   employees   and
shareholder(s), may render advisory, consulting and management services to other
clients and  accounts.  The Advisor and its officers,  directors,  employees and
shareholder(s) shall be free to trade for their own accounts and to advise other
investors and manage other commodity  accounts during the term of this Agreement
and to use the same  information,  computer  programs  and  trading  strategies,
programs or formulas which they obtain, produce or utilize in the performance of
services to SBFM for the Partnership.  However, the Advisor represents, warrants
and agrees that it believes  the  rendering  of such  consulting,  advisory  and
management services to other accounts and entities will not require any material
change in the Advisor's  Program and will not affect the capacity of the Advisor
to continue to render  services to SBFM for the  Partnership  of the quality and
nature contemplated by this Agreement.

             (b) If, at any time during the term of this Agreement,  the Advisor
is required to aggregate the Partnership's  commodity futures positions with the
positions of any other person for purposes of applying CFTC- or exchange-imposed
speculative  position  limits,  the Advisor agrees that it will promptly  notify
SBFM if the  Partnership's  positions are included in an aggregate  amount which
exceeds the applicable  speculative  position limit. The Advisor agrees that, if
its  trading  recommendations  are  altered  because of the  application  of any
speculative  position limits,  it will not modify the trading  instructions with
respect to the Partnership's account in such manner as to affect the Partnership
substantially  disproportionately as compared with the Advisor's other accounts.
The Advisor further represents,  warrants and agrees that under no circumstances
will it  knowingly or  deliberately  use trading  strategies  or methods for the
Partnership  that are inferior to strategies  or methods  employed for any other
client account and that it will not knowingly or  deliberately  favor any client
account  managed by it over any other  client  account in any  manner,  it being
acknowledged,  however,  that  different  trading  strategies  or methods may be
utilized  for  differing  sizes of accounts,  accounts  with  different  trading
policies,  accounts  experiencing  differing  inflows  or  outflows  of  equity,
accounts  which  commence  trading  at  different  times,  accounts  which  have
different  portfolios or different fiscal years,  accounts  utilizing  different
executing brokers and accounts with other differences, and that such differences
may cause divergent trading results.

             (c) It is  acknowledged  that  the  Advisor  and/or  its  officers,
employees,  directors and  shareholder(s)  presently  act, and it is agreed that
they may continue to act, as advisor for other accounts managed by them, and may
continue to receive  compensation  with respect to services for such accounts in
amounts  which  may  be  more  or  less  than  the  amounts  received  from  the
Partnership.

             (d)  The  Advisor  agrees  that  it  shall  make  such  information
available to SBFM  respecting the  performance of the  Partnership's  account as
compared  to the  performance  of other  accounts  managed by the Advisor or its
principals  as shall be  reasonably  requested  by SBFM.  The Advisor  presently
believes and  represents  that  existing  speculative  position  limits will not
materially  adversely  affect its  ability to manage the  Partnership's  account
given the potential size of the Partnership's  account and the Advisor's and its
principals'  current  accounts  and all  proposed  accounts  for which they have
contracted to act as trading manager.

            5. TERM. (a) This Agreement  shall continue in effect until June 30,
2001.  SBFM may, in its sole  discretion,  renew this  Agreement for  additional
one-year  periods  upon notice to the Advisor not less than 30 days prior to the
expiration  of the  previous  period.  At any  time  during  the  term  of  this
Agreement,  SBFM may terminate  this  Agreement at any  month-end  upon 30 days'
notice to the Advisor.  At any time during the term of this Agreement,  SBFM may
elect to  immediately  terminate  this  Agreement  upon 30 days'  notice  to the
Advisor  if (i) the Net Asset  Value per Unit  shall  decline as of the close of
business  on any day to $500 or  less;  (ii)  the Net  Assets  allocated  to the
Advisor (adjusted for redemptions, distributions,  withdrawals or reallocations,
if any)  decline  by 50% or more as of the end of a  trading  day from  such Net
Assets' previous  highest value;  (iii) limited partners owning more than 50% of
the  outstanding  Units shall vote to require SBFM to terminate this  Agreement;
(iv) the Advisor fails to comply with the terms of this Agreement;  (v) SBFM, in
good faith,  reasonably  determines that the performance of the Advisor has been
such that SBFM's fiduciary  duties to the Partnership  require SBFM to terminate
this  Agreement;   (vi)  SBFM  reasonably   believes  that  the  application  of
speculative  position  limits will  substantially  affect the performance of the
Partnership;  or (vii) the Advisor fails to conform to the trading  policies set
forth in the Prospectus or as they may be changed from time to time. At any time
during the term of this Agreement,  SBFM may elect immediately to terminate this
Agreement if (i) the Advisor merges,  consolidates with another entity,  sells a
substantial portion of its assets, or becomes bankrupt or insolvent,  (ii) David
Winton Harding dies,  becomes  incapacitated,  leaves the employ of the Advisor,
ceases to control the Advisor or is otherwise not managing the trading  programs
or systems of the Advisor,  or (iii) the Advisor's  registration  as a commodity
trading  advisor  with  the  CFTC  or its  membership  in the  NFA or any  other
regulatory   authority,   is  terminated  or  suspended.   This  Agreement  will
immediately  terminate upon  dissolution of the Partnership or upon cessation of
trading prior to dissolution.

             (b) The Advisor may  terminate  this  Agreement  by giving not less
than 30 days'  notice to SBFM (i) in the event that the trading  policies of the
Partnership  as set forth in the  Prospectus are changed in such manner that the
Advisor reasonably believes will adversely affect the performance of its trading
strategies;  (ii) after June 30,  2001;  or (iii) in the event that the  General
Partner or  Partnership  fails to comply with the terms of this  Agreement.  The
Advisor may  immediately  terminate this Agreement if SBFM's  registration  as a
commodity pool operator or its membership in the NFA is terminated or suspended.

             (c) Except as otherwise provided in this Agreement, any termination
of this Agreement in accordance with this Paragraph 5 or Paragraph 1(e) shall be
without  penalty  or  liability  to any  party,  except  for any fees due to the
Advisor pursuant to Section 3 hereof.

            6. INDEMNIFICATION.  (a)(i) In any threatened,  pending or completed
action,  suit,  or  proceeding  to  which  the  Advisor  was or is a party or is
threatened  to be  made a  party  arising  out  of or in  connection  with  this
Agreement or the  management of the  Partnership's  assets by the Advisor or the
offering  and  sale  of  units  in  the  Partnership,  SBFM  shall,  subject  to
subparagraph  (a)(iii) of this  Paragraph  6,  indemnify  and hold  harmless the
Advisor against any loss, liability,  damage, cost, expense (including,  without
limitation,  attorneys' and  accountants'  fees),  judgments and amounts paid in
settlement  actually  and  reasonably  incurred  by it in  connection  with such
action,  suit,  or proceeding if the Advisor acted in good faith and in a manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Partnership,  and  provided  that its  conduct  did not  constitute  negligence,
intentional  misconduct,  or a  breach  of  its  fiduciary  obligations  to  the
Partnership as a commodity  trading advisor,  unless and only to the extent that
the court or administrative forum in which such action or suit was brought shall
determine upon  application  that,  despite the adjudication of liability but in
view of all  circumstances  of the case,  the  Advisor is fairly and  reasonably
entitled to indemnity for such expenses which such court or administrative forum
shall  deem  proper;  and  further  provided  that no  indemnification  shall be
available from the Partnership if such  indemnification is prohibited by Section
16 of the  Partnership  Agreement.  The  termination  of  any  action,  suit  or
proceeding  by  judgment,  order or  settlement  shall not, of itself,  create a
presumption  that  the  Advisor  did  not  act in  good  faith  and in a  manner
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Partnership.

             (ii) Without limiting  sub-paragraph  (i) above, to the extent that
the Advisor has been  successful  on the merits or  otherwise  in defense of any
action,  suit or proceeding referred to in subparagraph (i) above, or in defense
of any claim,  issue or matter  therein,  SBFM shall  indemnify  it against  the
expenses  (including,  without  limitation,  attorneys' and  accountants'  fees)
actually and reasonably incurred by it in connection therewith.

             (iii) Any  indemnification  under  subparagraph  (i) above,  unless
ordered by a court,  arbitrator or administrative  forum,  shall be made by SBFM
only as  authorized  in the  specific  case and  only  upon a  determination  by
independent  legal  counsel in a written  opinion that such  indemnification  is
proper in the circumstances  because the Advisor has met the applicable standard
of conduct set forth in subparagraph (i) above.  Such independent  legal counsel
shall be selected by SBFM in a timely manner, subject to the Advisor's approval,
which approval shall not be unreasonably withheld. The Advisor will be deemed to
have  approved  SBFM's  selection  unless the Advisor  notifies SBFM in writing,
received  by SBFM  within  five days of SBFM's  facsimile  to the Advisor of the
notice of SBFM's selection, that the Advisor does not approve the selection.

             (iv) In the event the Advisor is made a party to any claim, dispute
or  litigation  or  otherwise  incurs  any loss or expense as a result of, or in
connection with, the  Partnership's or SBFM's  activities or claimed  activities
unrelated to the Advisor,  SBFM shall  indemnify,  defend and hold  harmless the
Advisor against any loss, liability, damage, cost or expense (including, without
limitation, attorneys' and accountants' fees) incurred in connection therewith.

             (v) As used in this  Paragraph  6(a),  the  terms  "Advisor"  shall
include the Advisor,  its  principals,  officers,  directors,  stockholders  and
employees and the term "SBFM" shall include the Partnership.

            (b)(i) The Advisor  agrees to  indemnify,  defend and hold  harmless
SBFM, the Partnership and their affiliates against any loss, liability,  damage,
cost or expense  (including,  without  limitation,  attorneys' and  accountants'
fees), judgments and amounts paid in settlement actually and reasonably incurred
by them (A) as a result of the material  breach of any material  representations
and warranties made by the Advisor in this Agreement,  or (B) as a result of any
act or omission of the Advisor  relating to the  Partnership if there has been a
final judicial or regulatory  determination  or, in the event of a settlement of
any  action or  proceeding  with the prior  written  consent of the  Advisor,  a
written opinion of an arbitrator  pursuant to Paragraph 14 hereof, to the effect
that such acts or omissions violated the terms of this Agreement in any material
respect  or  involved  negligence,   bad  faith,   recklessness  or  intentional
misconduct on the part of the Advisor  (except as otherwise  provided in Section
1(g)).

             (ii) In the event SBFM, the Partnership or any of their  affiliates
is made a party to any claim, dispute or litigation or otherwise incurs any loss
or expense as a result of, or in  connection  with,  the  activities  or claimed
activities of the Advisor or its principals, officers, directors, shareholder(s)
or employees  unrelated  to SBFM's or the  Partnership's  business,  the Advisor
shall indemnify,  defend and hold harmless SBFM, the Partnership or any of their
principals,  officers,  directors  or  employees  against  any loss,  liability,
damage,  cost  or  expense  (including,   without  limitation,   attorneys'  and
accountants' fees) incurred by them in connection therewith.

             (c) In the event that a person  entitled to  indemnification  under
this Paragraph 6 is made a party to an action,  suit or proceeding alleging both
matters for which  indemnification  can be made  hereunder and matters for which
indemnification may not be made hereunder, such person shall be indemnified only
for that portion of the loss,  liability,  damage,  cost or expense  incurred in
such  action,  suit  or  proceeding  which  relates  to the  matters  for  which
indemnification can be made.

             (d) None of the  indemnifications  contained  in this  Paragraph  6
shall be applicable with respect to default  judgments,  confessions of judgment
or settlements  entered into by the party claiming  indemnification  without the
prior written consent,  which shall not be unreasonably  withheld,  of the party
obligated to indemnify such party.

             (e)  The   provisions  of  this   Paragraph  6  shall  survive  the
termination of this Agreement.

            7.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

             (a) The Advisor represents and warrants that:

             (i)  All  references  to the  Advisor  and  its  principals  in the
Disclosure  Document are  accurate in all  material  respects and as to them the
Disclosure  Document does not contain any untrue statement of a material fact or
omit to state a material fact which is necessary to make the statements  therein
not misleading.

             (ii) The  information  with respect to the Advisor set forth in the
actual  performance  tables in the  Disclosure  Document  is based on all of the
customer accounts managed on a discretionary  basis by the Advisor's  principals
and/or the Advisor  during the period  covered by such tables and required to be
disclosed  therein.  The Advisor's  performance  tables have been examined by an
independent certified public accountant and the report thereon has been provided
to SBFM.  The  Advisor  will have its  performance  tables so  examined  no less
frequently than annually during the term of this Agreement.

             (iii) The  Advisor  will be acting as a commodity  trading  advisor
with respect to the Partnership and not as a securities  investment  adviser and
is duly registered with the CFTC as a commodity trading advisor,  is a member of
the NFA,  and is in  compliance  with  such  other  registration  and  licensing
requirements  as shall be  necessary  to enable it to  perform  its  obligations
hereunder,  and agrees to maintain  and renew such  registrations  and  licenses
during the term of this Agreement.

             (iv) The Advisor is a company duly organized,  validly existing and
in good  standing  under the laws of the United  Kingdom  and has full power and
authority to enter into this  Agreement and to provide the services  required of
it hereunder.

             (v) The Advisor will not, by acting as a commodity  trading advisor
to the Partnership,  breach or cause to be breached any undertaking,  agreement,
contract,  statute,  rule or regulation to which it is a party or by which it is
bound.

             (vi) This Agreement has been duly and validly authorized,  executed
and delivered by the Advisor and is a valid and binding agreement enforceable in
accordance with its terms.

             (vii)  At any  time  during  the  term  of  this  Agreement  that a
prospectus  relating to the Units is required to be delivered in connection with
the offer and sale  thereof,  the  Advisor  agrees  upon the  request of SBFM to
provide the Partnership  with such information as shall be necessary so that, as
to the Advisor and its principals, such prospectus is accurate.

             (b) SBFM  represents  and warrants  for itself and the  Partnership
that:

             (i) All authorizations,  consents or orders of any court, or of any
federal,  state or other  governmental or regulatory agency or body required for
the valid  authorization,  issuance,  offer and sale of the Partnership's  Units
were  obtained,  and, to the best of its  knowledge,  after due inquiry no order
preventing or suspending the use of the Prospectus with respect to the Units was
issued by the Securities and Exchange  Commission  (the "SEC"),  the CFTC or the
NFA. The  Partnership's  Registration  Statement  and  Prospectus  contained all
material  statements  which were required to be made  therein,  conformed in all
material  respects to the  requirements  of the  Securities  Act of 1933 and the
Commodity  Exchange Act, and the rules and  regulations of the SEC and the CFTC,
respectively, thereunder, and with the rules of the NFA, and did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the  statements  therein (with respect to
the  Prospectus),  in light of the  circumstances  in which they were made,  not
misleading.

             (ii) It is a limited  liability  company  duly  organized,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
full power and authority to perform its obligations under this Agreement.

             (iii) SBFM and the  Partnership  have the capacity and authority to
enter into this Agreement on behalf of the Partnership.

             (iv) This Agreement has been duly and validly authorized,  executed
and delivered on SBFM's and the Partnership's  behalf and is a valid and binding
agreement of SBFM and the Partnership enforceable in accordance with its terms.

             (v) SBFM will not, by acting as General  Partner to the Partnership
and the Partnership  will not,  breach or cause to be breached any  undertaking,
agreement,  contract,  statute,  rule or regulation to which it is a party or by
which it is bound which would  materially limit or affect the performance of its
duties under this Agreement.

             (vi) It is registered as a commodity  pool operator and is a member
of the NFA, and it will  maintain  and renew such  registration  and  membership
during the term of this Agreement.

             (vii) The Partnership is a limited  partnership  duly organized and
validly  existing under the laws of the State of New York and has full power and
authority to enter into this Agreement and to perform its obligations under this
Agreement.

            8.  COVENANTS  OF THE  ADVISOR,  SBFM AND THE  PARTNERSHIP.  (a) The
             Advisor agrees as follows:

             (i) In connection with its activities on behalf of the Partnership,
the Advisor will comply with all  applicable  rules and  regulations of the CFTC
and/or the commodity exchange on which any particular transaction is executed.

             (ii) The Advisor will promptly  notify SBFM of the  commencement of
any material  suit,  action or proceeding  involving it, whether or not any such
suit, action or proceeding also involves SBFM.

             (iii) In the placement of orders for the Partnership's  account and
for the accounts of any other client, the Advisor will utilize a pre-determined,
systematic,  fair and reasonable order entry system,  which shall, on an overall
basis, be no less favorable to the Partnership than to any other account managed
by  the  Advisor.   The  Advisor  acknowledges  its  obligation  to  review  the
Partnership's positions, prices and equity in the account managed by the Advisor
daily and within 2 business days to notify, in writing,  the broker and SBFM and
the  Partnership's  brokers  of (i) any error  committed  by the  Advisor or its
principals  or  employees;  (ii) any trade  which the Advisor  believes  was not
executed in accordance with its  instructions;  or (iii) any discrepancy  with a
value of $10,000 or more (due to differences in the positions,  prices or equity
in the  account)  between  its  records  and  the  information  reported  on the
account's daily and monthly broker statements.

             (iv) The  Advisor  will  maintain  a net  worth  of not  less  than
$250,000 during the term of this Agreement.

            (b) SBFM agrees for itself and the Partnership that:

             (i) SBFM and the Partnership  will comply with all applicable rules
and  regulations  of the  CFTC  and/or  the  commodity  exchange  on  which  any
particular transaction is executed.

             (ii) SBFM will promptly  notify the Advisor of the  commencement of
any material suit, action or proceeding involving it or the Partnership, whether
or not such suit, action or proceeding also involves the Advisor.

            9.  COMPLETE  AGREEMENT.   This  Agreement  constitutes  the  entire
agreement between the parties pertaining to the subject matter hereof.

            10.  ASSIGNMENT.  This  Agreement  may not be  assigned by any party
without the express written consent of the other parties.

            11.  AMENDMENT.  This  Agreement  may not be  amended  except by the
written consent of the parties.

            12. NOTICES. All notices, demands or requests required to be made or
delivered under this Agreement  shall be in writing and delivered  personally or
by facsimile or by registered  or certified  mail or expedited  courier,  return
receipt  requested,  postage  prepaid,  to the addresses  below or to such other
addresses  as may be  designated  by the party  entitled  to receive the same by
notice similarly given:

            If to SBFM:

                  Smith Barney Futures Management LLC
                  388 Greenwich Street , 7th Floor
                  New York, New York  10013
                  Attention:  David J. Vogel

            If to the Advisor:

                  Winton Capital Management Limited
                  1a St. Mary Abbots Place
                  London W86LS, United Kingdom
                  Attention: Mr. David Winton Harding

            13. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance  with the laws of the State of New York,  without giving effect to
principles of conflicts of laws.

            14.  ARBITRATION.  The parties agree that any dispute or controversy
arising out of or  relating to this  Agreement  or the  interpretation  thereof,
shall be settled by arbitration in accordance with the rules, then in effect, of
the National Futures  Association or, if the National Futures  Association shall
refuse  jurisdiction,  then in accordance with the rules, then in effect, of the
American  Arbitration  Association;  provided,  however,  that the  power of the
arbitrator  shall be limited to  interpreting  this Agreement as written and the
arbitrator  shall state in writing his reasons for his award.  Judgment upon any
award  made  by  the  arbitrator  may  be  entered  in any  court  of  competent
jurisdiction.

            15.  NO  THIRD  PARTY  BENEFICIARIES.   There  are  no  third  party
beneficiaries to this Agreement, except that certain persons not parties to this
Agreement have rights under Section 6 hereof.


            IN WITNESS  WHEREOF,  this  Agreement  has been  executed for and on
behalf of the undersigned as of the day and year first above written.

                              SMITH BARNEY FUTURES MANAGEMENT LLC


                              By:   _____________________________
                                    David J. Vogel
                                    President


                              SMITH BARNEY PRINCIPAL PLUS
                              FUTURES FUND L. P. II


                              By:   Smith Barney Futures Management LLC
                                    (General Partner)


                              By:   _______________________________
                                    David J. Vogel
                                    President


                              WINTON CAPITAL MANAGEMENT LIMITED


                              By:   _______________________________
                              Name:
                              Title: