0000950136-07-002940 Sample Contracts

SMITH BARNEY FUTURES MANAGEMENT INC.
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007

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 so that the renewal date for the term of the Management Agreement will be June 30, 1996. All other provisions of the Management Agreement will remain unchanged.

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SMITH BARNEY FUTURES MANAGEMENT INC.
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007

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, 1998. The provisions of the Management Agreement that have changed are as follows:

Smith Barney Futures Management LLC
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007

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.

SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • April 30th, 2007 • Smith Barney Tidewater Futures Fund Lp

This SECOND AMENDMENT (this “Amendment”) to the MANAGEMENT AGREEMENT made as of the 22nd day of May, 1995, and as amended on March 1, 1999, among SMITH BARNEY FUTURES MANAGEMENT LLC, a Delaware limited liability company (“SBFM”), SMITH BARNEY TIDEWATER FUTURES FUND L.P., a New York limited partnership (the “Partnership”), CHESAPEAKE CAPITAL CORPORATION, an Illinois corporation (the “Advisor”) and SFG GLOBAL INVESTMENTS, INC., a Delaware corporation (“SFG”) is made as of April 1, 2001 by and among SBFM, the Partnership and the Advisor.

Contract
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007
Smith Barney Futures Management LLC
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007

We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the “Management Agreement”). We are extending the term of the Management Agreement through June 30, 2002 and all other provisions of the Management Agreement will remain unchanged.

SMITH BARNEY FUTURES MANAGEMENT INC.
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007

We are writing with respect to your Management Agreement concerning the commodity pool to which reference is made above. This notice is to inform you that the Partnership has decided to renew and hereby elects to renew said Management Agreement for an additional one (1) year period ending June 30, 1997. All other provisions of the Management Agreement will remain unchanged.

SECOND AMENDED AND RESTATED CUSTOMER AGREEMENT SMITH BARNEY TIDEWATER FUTURES FUND L.P.
Customer Agreement • April 30th, 2007 • Smith Barney Tidewater Futures Fund Lp

This Second Amended and Restated Customer Agreement (this “Agreement”) is made and entered into as of the 1st day of April, 2001, by and between SMITH BARNEY TIDEWATER FUTURES FUND L.P., a New York limited partnership (the “Partnership”), and SALOMON SMITH BARNEY INC., a Delaware corporation (“SSB”).

AMENDMENT TO THE MANAGEMENT AGREEMENT
The Management Agreement • April 30th, 2007 • Smith Barney Tidewater Futures Fund Lp

This AMENDMENT dated March 1, 1999 to the MANAGEMENT AGREEMENT made as of the 22nd day of May, 1995 among SMITH BARNEY FUTURES MANAGEMENT INC., a Delaware corporation (“SBFM”), SMITH BARNEY TIDEWATER FUTURES FUND L.P., a New York limited partnership (the “Partnership”), CHESAPEAKE CAPITAL CORPORATION, INC., a Virginia corporation (the “Advisor”) and SFG GLOBAL INVESTMENTS, INC. (“SFG”).

SMITH BARNEY FUTURES MANAGEMENT INC.
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007

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 so that the renewal date for the term of the Management Agreement in section 5 thereof will be June 30, 1995 (as agreed upon by us by letter agreement dated February 16, 1995) to January 31, 1996 and annually on June 30 thereafter. All other provisions of the Management Agreement will remain unchanged.

SMITH BARNEY TIDEWATER FUTURES FUND L.P. (a New York limited partnership) Subscription Agreement
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007 • New York
Smith Barney Futures Management LLC
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007

We are writing with respect to your management agreement concerning the commodity pool to which reference is made below (the “Management Agreement”). We are extending the term of the Management Agreement through June 30, 2001and all other provisions of the Management Agreement will remain unchanged.

SMITH BARNEY FUTURES MANAGEMENT INC.
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007

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.

Tel 212 559 2011 Fax 212 793 1969
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007
Smith Barney Tidewater Futures Fund L.P. Second Amended and Restated Limited Partnership Agreement Amended and Restated as of April 1, 2001
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007 • New York

This Second Amended and Restated Limited Partnership Agreement is dated as of April 1, 2001 by and among (i) Smith Barney Futures Management LLC, (“SBFM” or the “General Partner”) and those other parties who shall execute this Agreement, whether in counterpart or by attorney-in-fact, as limited partners; (ii) those parties who have executed, whether in counterpart or by attorney-in-fact, as limited partners, the Amended and Restated Limited Partnership Agreement dated as of March 1, 1999 (the “First Amended and Restated Limited Partnership Agreement”) by and among such parties and SFG Global Investments, Inc. (“SFG”); and (iii) those parties who have executed, whether in counterpart or by attorney-in-fact, as limited partners, the initial Limited Partnership Agreement dated as of February 23, 1995 (the “Initial Limited Partnership Agreement”), by and among such parties and Smith Barney Futures Management, Inc., (“SBFMI”) a predecessor to SBFM. (Those parties who are limited partners ar

MANAGEMENT AGREEMENT
Management Agreement • April 30th, 2007 • Smith Barney Tidewater Futures Fund Lp • New York

AGREEMENT made as of the 22nd day of May, 1995 among SMITH BARNEY FUTURES MANAGEMENT INC., a Delaware corporation ("SBFM"), SMITH BARNEY TIDEWATER FUTURES FUND L.P., a New York limited partnership (the "Partnership") and CHESAPEAKE CAPITAL CORPORATION, an Illinois corporation (the "Advisor").

Contract
Smith Barney Tidewater Futures Fund Lp • April 30th, 2007
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