Exhibit
10.39

June 11, 2004

Campbell &
Company, Inc.
 Court Tower Building
 210 West Pennsylvania
Avenue
 Suite 770
 Towson, MD 21204

Attn: Ms.
Terry Becks

Re:    Management Agreement Renewals

Dear Ms. Becks:

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, 2005 and all other provisions of the
Management Agreements will remain
unchanged.

		
	• 	Smith Barney Potomac Futures
Fund L.P.


		
	• 	Smith Barney Diversified
Futures Fund L.P.


		
	• 	Smith Barney
Diversified Futures Fund L.P. II


		
	• 	Smith
Barney Global Markets Futures Fund
L.P.


		
	• 	Smith Barney Global Diversified
Futures Fund L.P.


		
	• 	Salomon Smith Barney
Diversified 2000 Futures Fund
L.P.


		
	• 	Smith Barney Campbell Financial,
Metals and Energy Fund plc


		
	• 	AURORA
2001


		
	• 	AURORA III


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 212-793-1986. If you have any questions I can
be reached at 212-559-5043.

Very truly yours,

CITIGROUP MANAGED FUTURES LLC

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


CAMPBELL & COMPANY, INC.

By: /s/ Theresa
Becks

Print Name: Theresa Becks

DRMcA/sr








Exhibit 10.39

June
11, 2004

Willowbridge Associates Inc.
 101
Morgan Lane - Suite 180
 Plainsboro, N.J. 08536

Attention: Mr. Steve R. Crane

Re:    Management Agreement Renewals

Dear Mr.
Crane:

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, 2005
and all other provisions of the Management Agreements will remain
unchanged.

		
	• 	Salomon Smith Barney Orion
Futures Fund L.P.


		
	• 	Smith Barney
Diversified Futures Fund L.P.


		
	• 	Smith
Barney Diversified Futures Fund L.P.
II


		
	• 	Citigroup Diversified Futures Fund
L.P.


		
	• 	Alera 100


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 212-793-1986. If you have any questions I can
be reached at 212-559-5043.

Very truly yours,

CITIGROUP MANAGED FUTURES LLC

		
	By: 	/s/ Daniel R. McAuliffe, Jr.

Daniel R. McAuliffe, Jr.
 Chief Financial Officer and Director


		
	By: 	/s/ Steve R. Crane


Print
Name: Steve R. Crane

DRMcA/sr








Exhibit 10.39

June
11, 2004

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

Attention: Mr. Martin Hunt

Re:    Management
Agreement Renewals

Dear Mr. Hunt:

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, 2005 and all
other provisions of the Management Agreements will remain
unchanged.

		
	• 	Smith Barney Diversified
Futures Fund L.P.


		
	• 	AURORA
2001


		
	• 	SSB Orion Futures Fund
L.P.


		
	• 	Alera Portfolio Spc


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 212-793-1986. If you have any
questions I can be reached at 212-559-5043.

Very truly
yours,

CITIGROUP MANAGED FUTURES LLC

		
	By: 	/s/ Daniel R. McAuliffe, Jr.

Daniel R. McAuliffe, Jr.
 Chief Financial Officer and Director


		
	By: 	/s/ Martin Hunt


Print
Name: Martin Hunt

DRMcA/sr








Exhibit 10.39

June
11, 2004

Graham Capital Management, L.P.

Rock Ledge Financial Center
 40 Highland Avenue
 Rowayton, CT
06853

Attention: Mr. Paul Sedlack

Re:    Management Agreement Renewals

Dear Mr.
Sedlack:

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, 2005
and all other provisions of the Management Agreements will remain
unchanged.

		
	• 	Smith Barney Global Markets
Futures Fund


		
	• 	Smith Barney Diversified
Futures Fund L.P. II


		
	• 	Smith Barney
Diversified Futures Fund L.P.


		
	• 	Salomon
Smith Barney Diversified 2000 Futures Fund L.P.


		
	• 	AURORA
2001


		
	• 	AURORA
III


		
	• 	Salomon Smith Barney Fairfield
Futures Fund L.P.


		
	• 	Citigroup Diversified
Futures Fund L.P.


		
	• 	Citigroup Fairfield
Futures Fund L.P. II


		
	• 	Alera
100


		
	• 	Alera Portfolio Spc


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 212-793-1986. If you have any
questions I can be reached at 212-559-5043.

Very truly
yours,

CITIGROUP MANAGED FUTURES LLC

		
	By: 	/s/ Daniel R. McAuliffe, Jr.

Daniel R. McAuliffe, Jr.
 Chief Financial Officer and Director


		
	By: 	/s/ Paul Sedlack


Print
Name: Paul Sedlack

DRMcA/sr