SMITH BARNEY FUTURES MANAGEMENT INC.

Exhibit 10.5

XXXXX XXXXXX FUTURES MANAGEMENT INC.

000 Xxxxxxxxx Xxxxxx, 0^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000

November 30, 1995

Chesapeake Capital Corp.

000 Xxxxxx Xxxxxx

Xxxxxxxx, Xx. 00000

Attention: Xx. Xxxx Xxxxx

Re: Management Agreement Renewal
Xxxxx Xxxxxx Tidewater Futures Fund

Dear Xx. Xxxxx:

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.

Please indicate your agreement to and acceptance of this modification by signing one copy of this letter and returning it to the attention of Xx. Xxxxxx Xxxxxxxx at the address above.

Very truly yours,

XXXXX XXXXXX FUTURES MANAGEMENT INC.
By:	/s/ Xxxxxx X. Xxxxxxxx
	Xxxxxx X. Xxxxxxxx Chief Financial Officer, Director and Treasurer

AGREED AND ACCEPTED:
CHESAPEAKE CAPITAL CORP.
By:	/s/ Xxxx X. Xxxxx

Xx/48