0000899140-10-000652 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • September 16th, 2010 • Tidewater Futures Fund Lp • Commodity contracts brokers & dealers • New York

This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), made as of the 15th day of September, 2010, is by and among CERES MANAGED FUTURES LLC (formerly, Citigroup Managed Futures LLC, formerly, Smith Barney Futures Management LLC), a Delaware limited liability company (“CMF” or the “General Partner”), TIDEWATER FUTURES FUND L.P. (formerly, Smith Barney Tidewater Futures Fund L.P.), a New York limited partnership (the “Partnership”) and CHESAPEAKE CAPITAL CORPORATION, an Illinois corporation (the “Advisor,” together with the General Partner and the Partnership, the “Parties”). This Agreement amends and restates the Management Agreement dated as of May 22, 1995, as amended (the “Existing Agreement”), by and among the Parties or their predecessors.

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