UNITED STATES
   SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM 10-Q
  (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or
    15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended March 31, 2010
  OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  
  000-52604
  TIDEWATER FUTURES FUND L.P.
    New York

13-3811113(State or other jurisdiction of
    incorporation or organization)


(I.R.S. Employer
    Identification No.
)   c/o Ceres
    Managed Futures LLC
 55 East 59th
Street 
10th Floor
 New York, New York 10022
    (212) 559-2011
      Yes X    No
    Yes     No
    Large accelerated filer

Accelerated filer

Non-accelerated filer X

Smaller reporting company  Indicate by check mark whether the registrant is a shell company
    (as defined in
    Rule 12b-2
    of the Exchange Act).
  Yes     No X




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##### 



TIDEWATER FUTURES FUND L.P.
  FORM 10-Q
  INDEX
   
 PageNumberPART I  Financial
    Information:Item 1.


Financial Statements:Statements of Financial Condition at
    March 31, 2010 and December 31, 2009 (unaudited)

3Condensed Schedules of Investments at
    March 31, 2010 and December 31, 2009 (unaudited)

4  5Statements
 of Income and Expenses and Changes in
    Partners Capital
    for the three months ended March 31, 2010 and
    2009 (unaudited)

6Notes to Financial Statements (unaudited)

7  14Item 2.


Managements Discussion and Analysis
    of Financial Condition and Results of
    Operations

15  16Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk

17Item 4.


Controls and Procedures

18PART II  Other
    Information

19Exhibits31.1    Certification31.2    Certification32.1    Certification32.2    Certification    2




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##### 



PART I
 
 Item 1. Financial Statements
 Tidewater Futures Fund L.P.
Statements of Financial Condition(Unaudited)
 March 31,
    
    
    December 31,2010
    
    
    2009Assets:Equity in trading account:Cash
    
    $
    31,715,879
    
    
    $
    32,781,935Cash margin
    
    
    11,806,001
    
    
    
    13,348,704Net unrealized appreciation on open futures contracts
    
    
    3,037,843
    
    
    
    3,623,720Net unrealized appreciation on open forward contracts
    
    
    2,382,364
    
    
    
    1,276,02948,942,087
    
    
    
    51,030,388Interest receivable
    
    
    3,444
    
    
    
    522Total assets
    
    $
    48,945,531
    
    
    $
    51,030,910Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage fees
    
    $
    265,122
    
    
    $
    276,417Management fees
    
    
    80,994
    
    
    
    84,470Other
    
    
    84,153
    
    
    
    72,427Redemptions payable
    
    
    418,882
    
    
    
    868,945Total liabilities
    
    
    849,151
    
    
    
    1,302,259Partners Capital:General Partner, 399.0301 Unit equivalents
outstanding at March 31, 2010 and December 31, 2009
    
    
    807,613
    
    
    
    812,357Limited Partners, 23,364.7301 and 24,027.7101 Redeemable Units
of Limited Partnership Interest outstanding at March 31, 2010 and
December 31, 2009, respectively
    
    
    47,288,767
    
    
    
    48,916,294Total partners capital
    
    
    48,096,380
    
    
    
    49,728,651Total liabilities and partners capital
    
    $
    48,945,531
    
    
    $
    51,030,910Net Asset Value per Unit
    
    $
    2,023.94
    
    
    $
    2,035.83
  3




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##### 



Tidewater Futures Fund L.P.
Condensed Schedule of Investments
March 31, 2010(Unaudited)
 Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures Contracts PurchasedCurrencies
    
    
    381
    
    
    
    636,301
    
    
    
    1.32
    %Energy
    
    
    219
    
    
    
    443,955
    
    
    
    0.92Grains
    
    
    171
    
    
    
    (135,306
    )
    
    
    (0.28
    )Indices
    
    
    1031
    
    
    
    1,214,157
    
    
    
    2.52Interest Rates U.S.
    
    
    47
    
    
    
    17,281
    
    
    
    0.04Interest Rates Non-U.S.
    
    
    878
    
    
    
    141,201
    
    
    
    0.29Livestock
    
    
    365
    
    
    
    (27,668
    )
    
    
    (0.06
    )Metals
    
    
    97
    
    
    
    431,765
    
    
    
    0.90Softs
    
    
    342
    
    
    
    (327,126
    )
    
    
    (0.68
    )Total futures contracts purchased
    
    
    
    
    
    
    2,394,560
    
    
    
    4.97Futures Contracts SoldCurrencies
    
    
    352
    
    
    
    244,901
    
    
    
    0.51Grains
    
    
    280
    
    
    
    369,050
    
    
    
    0.77Interest Rates Non-U.S.
    
    
    96
    
    
    
    22,582
    
    
    
    0.05Softs
    
    
    225
    
    
    
    6,750
    
    
    
    0.01Total futures contracts sold
    
    
    
    
    
    
    643,283
    
    
    
    1.34Unrealized Appreciation on Open Forward ContractsMetals
    
    
    254
    
    
    
    2,447,082
    
    
    
    5.09Total unrealized appreciation on open forward contracts
    
    
    
    
    
    
    2,447,082
    
    
    
    5.09Unrealized Depreciation on Open Forward ContractsMetals
    
    
    7
    
    
    
    (64,718
    )
    
    
    (0.13
    )Total unrealized depreciation on open forward contracts
    
    
    
    
    
    
    (64,718
    )
    
    
    (0.13
    )Total fair value
    
    
    
    
    
    $
    5,420,207
    
    
    
    11.27
    %
  4




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##### 



Tidewater Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2009
(Unaudited)
  Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedCurrencies


389


$
(605,857
)


(1.22
)%Energy


223



1,173,441



2.36Grains


192



23,307



0.05Indices


1,025



1,972,504



3.97Interest Rates U.S.


87



(238,297
)


(0.48
)Interest Rates
    Non-U.S.


294



(389,286
)


(0.78
)Metals


119



(898,300
)


(1.81
)Softs


776



2,519,407



5.06Total futures contracts purchased






3,556,919



7.15Futures Contracts SoldCurrencies


215



(18,762
)


(0.04
)Grains


278



235,663



0.47Interest Rates U.S.


1



5,023



0.01Interest Rates
    Non-U.S.


316



(45,505
)


(0.09
)Livestock


192



(106,358
)


(0.21
)Softs


240



(3,260
)


(0.01
)Total futures contracts sold






66,801



0.13Unrealized Appreciation on Open Forward ContractsMetals


241



1,510,523



3.04Total unrealized appreciation on open forward contracts






1,510,523



3.04Unrealized Depreciation on Open Forward ContractsMetals


50



(234,494
)


(0.47
)Total unrealized depreciation on open forward contracts






(234,494
)


(0.47
)Total fair value





$
4,899,749



9.85
%    5




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##### 



Tidewater Futures Fund L.P.
Statements of Income and Expenses and Changes in Partners Capital(Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts
    
    $
    112,518
    
    
    $
    3,083,356Change in net unrealized gains (losses) on open contracts
    
    
    520,458
    
    
    
    (3,824,716
    )Gain (loss) from trading, net
    
    
    632,976
    
    
    
    (741,360
    )Interest income
    
    
    5,450
    
    
    
    13,949Total income (loss)
    
    
    638,426
    
    
    
    (727,411
    )Expenses:Brokerage fees including clearing fees
    
    
    777,135
    
    
    
    1,055,202Management fees
    
    
    226,451
    
    
    
    319,631Other
    
    
    36,698
    
    
    
    112,872Total expenses
    
    
    1,040,284
    
    
    
    1,487,705Net income (loss)
    
    
    (401,858
    )
    
    
    (2,215,116
    )Additions  Limited Partners
    
    
    125,000
    
    
    
    482,000Redemptions  Limited Partners
    
    
    (1,355,413
    )
    
    
    (2,974,841
    )Net increase (decrease) in Partners Capital
    
    
    (1,632,271
    )
    
    
    (4,707,957
    )Partners Capital, beginning of period
    
    
    49,728,651
    
    
    
    65,791,057Partners Capital, end of period
    
    $
    48,096,380
    
    
    $
    61,083,100Net Asset Value per Unit (23,763.7602 and 31,909.3667
Units outstanding
at March 31, 2010 and 2009, respectively)
    
    $
    2,023.94
    
    
    $
    1,914.27Net income (loss) per Redeemable Unit of Limited
Partnership Interest and General Partner Unit equivalent
    
    $
    (11.89
    )
    
    $
    (68.19
    )Weighted average units outstanding
    
    
    24,220.2943
    
    
    
    32,739.7865
  6




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2010(Unaudited)
 
 1.
    General:
          7




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2010(Unaudited)
 2.
    
    Financial Highlights:
  Three Months EndedMarch 31,2010
    
    
    2009Net realized and unrealized gains (losses) *
    
    $
    (1.24
    )
    
    $
    (55.42
    )Interest income
    
    
    0.23
    
    
    
    0.44Expenses **
    
    
    (10.88
    )
    
    
    (13.21
    )Increase (decrease) for the period
    
    
    (11.89
    )
    
    
    (68.19
    )Net Asset Value per Redeemable Unit, beginning of period
    
    
    2,035.83
    
    
    
    1,982.46Net Asset Value per Redeemable Unit, end of period
    
    $
    2,023.94
    
    
    $
    1,914.27
 
 *
    
    Includes brokerage fees.**
    
    Excludes brokerage fees. Three Months EndedMarch 31,2010
    
    2009Ratios to Average Net Assets:***Net investment income (loss)
before incentive fees****
    
    
    (9.1
    )%
    
    
    (9.4
    )%Operating expenses
    
    
    9.2
    %
    
    
    9.5
    %Incentive fees
    
    
    
    %
    
    
    
    %Total expenses
    
    
    9.2
    %
    
    
    9.5
    %Total return:Total return before incentive fees
    
    
    (0.6
    )%
    
    
    (3.4
    )%Incentive fees
    
    
    
    %
    
    
    
    %Total return after incentive fees
    
    
    (0.6
    )%
    
    
    (3.4
    )%
 
 ***
    
    Annualized (other than incentive fee).****
    
    Interest income less total expenses.  3.
    
    Trading Activities:
      8




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2010(Unaudited)
  Assets
    
    March 31, 2010Futures ContractsCurrencies
    
    $
    1,297,634Energy
    
    
    443,955Grains
    
    
    369,050Indices
    
    
    1,227,937Interest Rates U.S.
    
    
    18,703Interest Rates Non-U.S.
    
    
    250,719Livestock
    
    
    108,592Metals
    
    
    431,765Softs
    
    
    327,968Total unrealized appreciation on open futures contracts
    
    $
    4,476,323LiabilitiesFutures ContractsCurrencies
    
    $
    (416,432
    )Grains
    
    
    (135,306
    )Indices
    
    
    (13,780
    )Interest Rates U.S.
    
    
    (1,422
    )Interest Rates Non-U.S.
    
    
    (86,936
    )Livestock
    
    
    (136,260
    )Softs
    
    
    (648,344
    )Total unrealized depreciation on open futures contracts
    
    $
    (1,438,480
    )Net unrealized appreciation on open futures contracts
    
    $
    3,037,843
    *
 Assets
    
    March 31, 2010Forward ContractsMetals
    
    $
    2,447,082Total unrealized appreciation on open forward contracts
    
    $
    2,447,082LiabilitiesForward ContractsMetals
    
    $
    (64,718
    )Total unrealized depreciation on open forward contracts
    
    
    (67,618
    )Net unrealized appreciation on open forward contracts
    
    $
    2,382,364
    **
 
 *
    
    This amount is in Net unrealized appreciation on open futures contracts on the Statements
of Financial Condition.**
    
    This amount is in Net unrealized appreciation on open forward contracts on the Statements
of Financial Condition. 9




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2010(Unaudited)
  Assets

December 31, 2009Futures ContractsCurrencies

$
480,338Energy


1,173,441Grains


328,415Interest Rates U.S.


5,023Interest Rates
    Non-U.S.


20,069Indices


1,983,702Livestock


7,030Softs


2,690,297Total unrealized appreciation on
    open futures contracts

$
6,688,315LiabilitiesFutures ContractsCurrencies

$
(1,104,957
)Grains


(69,445
)Interest Rates U.S.


(238,297
)Interest Rates
    Non-U.S.


(454,860
)Indices


(11,198
)Livestock


(113,388
)Metals


(898,300
)Softs


(174,150
)Total unrealized depreciation on open futures contracts

$
(3,064,595
)Net unrealized appreciation on open futures contracts

$
3,623,720
*AssetsForward ContractsMetals

$
1,510,523Total unrealized appreciation on open forward contracts

$
1,510,523LiabilitiesForward ContractsMetals

$
(234,494
)Total unrealized depreciation on open forward contracts

$
(234,494
)Net unrealized appreciation on open forward contracts

$
1,276,029
**  
 *
    
    This amount is in Net unrealized appreciation on open
    futures contracts on the Statements of Financial Condition.**
    
    This amount is in Net unrealized appreciation on open
    forward contracts on the Statements of Financial Condition.  Three Months Ended
    
    
    Three Months EndedMarch 31, 2010
    
    
    March 31, 2009Sector
    
    Gain (loss) from trading
    
    
    Gain (loss) from tradingCurrencies
    
    $
    711,866
    
    
    $
    (765,126
    )Energy
    
    
    639,297
    
    
    
    Grains
    
    
    213,342
    
    
    
    Indices
    
    
    1,117,935
    
    
    
    141,493Interest Rates U.S.
    
    
    187,352
    
    
    
    (233,363
    )Interest Rates Non-U.S.
    
    
    955,495
    
    
    
    (88,608
    )Livestock
    
    
    (328,768
    )
    
    
    515,850Metals
    
    
    1,269,239
    
    
    
    45,579Softs
    
    
    (4,132,782
    )
    
    
    (357,185
    )Total
    
    $
    632,976
    ***
    
    $
    (741,360
    )***
 
 ***
    
    This amount is in Gain (loss) from trading, net on the Statements of Income and Expenses
and Changes in Partners Capital. 10




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2010(Unaudited)
 4.
    
    Fair Value Measurements:
 Partnerships Investments.
 Partnerships Fair Value Measurements.
   Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable03/31/2010
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)AssetsFutures
    
    $
    3,037,843
    
    
    $
    3,037,843
    
    
    $
    
    
    
    $
    Forwards
    
    
    2,382,364
    
    
    
    2,382,364
    
    
    
    
    
    
    
    Total assets
    
    
    5,420,207
    
    
    
    5,420,207
    
    
    
    
    
    
    
    Total fair value
    
    $
    5,420,207
    
    
    $
    5,420,207
    
    
    $
    
    
    
    $
    
 Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable12/31/2009
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)AssetsFutures
    
    $
    3,623,720
    
    
    $
    3,623,720
    
    
    $
    
    
    
    $
    Forwards
    
    
    1,276,029
    
    
    
    1,276,029
    
    
    
    
    
    
    
    Total assets
    
    
    4,899,449
    
    
    
    4,899,449
    
    
    
    
    
    
    
    Total fair value
    
    $
    4,899,449
    
    
    $
    4,899,449
    
    
    $
    
    
    
    $
    
 11




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2010(Unaudited)
 5.
    
    Financial Instrument Risks:
      12




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2010(Unaudited)
 6. Critical
Accounting Policies :
 Use of Estimates.
 Statement of Cash Flows.
 Partnerships Investments.
 Partnerships Fair Value Measurements.
  Futures Contracts.
 13




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2010(Unaudited)
  London Metals Exchange Forward Contracts.
 Income Taxes.
   Subsequent Events
 Recent Accounting Pronouncements.
  Net Income (Loss) per Redeemable Unit
 14




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##### 



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Liquidity
and Capital Resources
    Critical
Accounting Policies :
 Partnerships Investments.
 Partnerships Fair Value Measurements.
  Futures Contracts.
 London Metals Exchange Forward Contracts.
 15




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##### 



Results

of Operations
          16




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##### 



Item 3.   Quantitative and Qualitative Disclosures about Market Risk
        March 31, 2010
(Unaudited)
 Three Months Ended March 31, 2010% of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    1,784,526
    
    
    
    3.71%
    
    
    $
    2,057,069
    
    
    $
    1,526,937
    
    
    $
    1,881,490Energy
    
    
    852,300
    
    
    
    1.77%
    
    
    
    868,000
    
    
    
    672,800
    
    
    
    851,833Grains
    
    
    629,825
    
    
    
    1.31%
    
    
    
    650,725
    
    
    
    416,625
    
    
    
    567,975Interest Rates U.S.
    
    
    58,400
    
    
    
    0.12%
    
    
    
    107,600
    
    
    
    58,400
    
    
    
    79,060Interest Rates Non-U.S.
    
    
    838,923
    
    
    
    1.74%
    
    
    
    859,842
    
    
    
    634,429
    
    
    
    806,846Livestock
    
    
    301,450
    
    
    
    0.63%
    
    
    
    301,450
    
    
    
    23,373
    
    
    
    188,850Metals
    
    
    2,060,663
    
    
    
    4.29%
    
    
    
    2,458,619
    
    
    
    2,010,553
    
    
    
    2,100,457Softs
    
    
    727,836
    
    
    
    1.51%
    
    
    
    1,768,438
    
    
    
    725,473
    
    
    
    1,383,289Indices
    
    
    3,744,233
    
    
    
    7.79%
    
    
    
    3,988,179
    
    
    
    3,536,275
    
    
    
    3,745,953Total
    
    $
    10,998,156
    
    
    
    22.87%
  *
    
    Average of month-end Values at Risk 17




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##### 



Item 4.   Controls and Procedures
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
    
    provide reasonable assurance that (i) transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and (ii) the Partnerships
receipts are handled and expenditures are made only pursuant to authorizations of the
General Partner; and
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
  18




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##### 



PART II. OTHER INFORMATION
 Item 1.   Legal Proceedings
  Credit Crisis Related Matters
   Item 1A.   Risk Factors
  19




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##### 



Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
     (d) Maximum Number(or Approximate(c) Total Number



Dollar Value) of Sharesof Shares (or Units)



(or Units) that(a) Total Number



(b) Average



Purchased as Part



May Yet Beof Shares



Price Paid per



of Publicly Announced



Purchased Under thePeriod


(or Units) Purchased*



Share (or Unit)**



Plans or Programs



Plans or ProgramsJanuary 1, 2010 - 
January 31, 2010



240.8089



$
1,762.58




N/A




N/AFebruary 1, 2010 - 
 February 28, 2010



281.8970



$
1,816.57




N/A




N/AMarch 1, 2010 - 
 March 31, 2010



206.9638



$
2,023.94




N/A




N/A729.6697



$
1,857.57   *
    
    Generally, limited partners are permitted to redeem their
    Redeemable Units as of the end of each month on
    15 days written notice to the General Partner. Under certain
    circumstances, the General Partner can compel redemption but to
    date the General Partner has not exercised this right. Purchases
    of Redeemable Units by the Partnership reflected in the chart
    above were made in the ordinary course of the Partnerships
    business in connection with effecting redemptions for limited
    partners.**
    
    Redemptions of Redeemable Units are effected as of the last day
    of each month at the Net Asset Value per Redeemable Unit as of
    that day. Item 3. Defaults Upon Senior Securities  None
 Item 4. [Removed and Reserved]
 Item 5. Other Information  None
 20




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##### 



Item 6. Exhibits
 3.1
    
    Second Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.2 to the
general form for registration of securities on Form 10 filed on April 30, 2007 and
incorporated herein by reference).3.2
    
    Certificate of Limited Partnership of the Partnership as filed in the office of the Secretary
of State of the State of the State of New York (filed as Exhibit 3.1 to the general form for
registration of securities on Form 10 filed on April 30, 2007 and incorporated herein by
reference).(a)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated February 26, 1999 (filed as
Exhibit 3.1(a) to the general form for registration of securities on Form 10 filed on April
30, 2007 and incorporated herein by reference).(b)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated April 1, 2001 (filed as Exhibit
3.1(b) to the general form for registration of securities on Form 10 filed on April 30, 2007
and incorporated herein by reference).(c)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated May 21, 2003
(filed as Exhibit 3.2(c) to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(d)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated September 21, 2005 (filed as
Exhibit 3.1(c) to the general form for registration of securities on Form 10 filed on April
30, 2007 and incorporated herein by reference).(e)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated September 19, 2008 (filed as Exhibit 3.2(e) to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).(f)
    
    Certificate of Amendment of the Certificate of Limited Partnership as filed in the office
of the Secretary of State of the State of New York, dated September 30, 2009 (filed as
Exhibit 99.1(a) to current report on Form 8-K filed on September 30, 2009 and incorporated
herein by reference).(g)
    
    Certificate of Change of the Certificate of Limited Partnership as filed in the office of
the Secretary of State of the State of New York, dated January 31, 2000 (filed as Exhibit 3.2(g) to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).10.1
    
    Management Agreement among the Partnership, the General Partner and Chesapeake Capital
Corporation (filed as Exhibit 10.1 to the general form for registration of securities on Form
10 filed on April 30, 2007 and incorporated herein by reference).10.1(a)
    
    First Amendment to the Management Agreement among the Partnership, the General Partner and
Chesapeake Capital Corporation (filed as Exhibit 10.1(a) to the general form for registration
of securities on Form 10 filed on April 30, 2007 and incorporated herein by reference).10.1(b)
    
    Second Amendment to the Management Agreement among the Partnership, the General Partner and
Chesapeake Capital Corporation (filed as Exhibit 10.1(b) to the general form for registration
of securities on Form 10 filed on April 30, 2007 and incorporated herein by reference).10.1(c)
    
    Letter extending the Management Agreement between the General Partner and Chesapeake
Capital Corporation for 2010 . (filed herein)10.2
    
    Second Amended and Restated Customer Agreement between the Partnership and Salomon Smith
Barney Inc. (filed as Exhibit 10.2 to the general form for registration of securities on Form
10 filed on April 30, 2007 and incorporated herein by reference).10.3
    
    Amended and Restated Agency Agreement between the Partnership, Smith Barney Futures
Management LLC and Salomon Smith Barney Inc. (filed as Exhibit 10.3 to the general form for
registration of securities on Form 10 filed on April 30, 2007 and incorporated herein by
reference).10.4
    
    Form of Subscription Agreement (filed as Exhibit 10.4 to the quarterly report on Form 10-Q filed on November 16, 2009 and incorporated herein by reference).10.5
    
    Joinder Agreement among Citigroup Managed Futures LLC (the former name of the General
Partner), Citigroup Global Markets Inc. and Morgan Stanley Smith Barney LLC (filed as Exhibit
10 to the quarterly report on Form 10-Q filed on August 14, 2009 and in corporated herein by reference).
     21




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##### 



SIGNATURES
     TIDEWATER FUTURES
    FUND L.P.
   By:

Ceres Managed Futures LLC(General Partner)By:

/s/ Jerry PascucciJerry Pascucci 
    President and DirectorDate:

May 17, 2010By:

/s/ Jennifer MagroJennifer Magro
    Chief Financial Officer and Director


(Principal Accounting Officer)Date:

May 17, 2010  22