UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission File Number 000-52604
 TIDEWATER FUTURES FUND L.P.
  New York
    
    04-3621353(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Ceres Managed Futures LLC
522 Fifth Avenue  14th Floor
New York, New York 10036
 (212) 296-1999
  Securities registered pursuant to Section 12(g) of the Act:
    
    Redeemable Units of Limited Partnership Interest(Title of Class)
  Yes o      No þ
  Yes o      No þ
  Yes þ      No o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Yes o No þ




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##### 



TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. [Removed and Reserved]PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Item 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataTo the Limited Partners of Tidewater Futures Fund L.P.Managements Report on Internal Control Over Financial ReportingStatements of Financial ConditionCondensed Schedule of InvestmentsCondensed Schedule of InvestmentsStatements of Income and ExpensesStatements of Changes in Partners CapitalNotes to Financial Statements December 31, 2010Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Security Holder MattersItem 13. Certain Relationship and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-10.1.AEX-31.1EX-31.2EX-32.1EX-32.2 
 PART I
 
 Item 1. Business .
 General Development of Business
 Financial Statements
and Supplementary Data
      
 Managements Discussion and Analysis of Financial Condition and Results
of Operations
 2




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Financial Information About  Segments Selected Financial
Data
 Narrative Description of Business
    Financial Information About Geographic Areas
 3




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##### 



Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller Reporting Companies.
 Item 1A. Risk Factors .
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
  An investor may lose all of their investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  Conflicts of interest exist.
     Investing in units might not provide the desired diversification of an investors overall
portfolio.
  Past performance is no assurance of future results.
  4




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##### 



An investors tax liability may exceed cash distributions.
  Regulatory changes could restrict the Partnerships operations.
  Speculative position and trading limits may reduce profitability.
  Item 2. Properties .
  Item 3. Legal Proceedings .
    Credit-Crisis-Related Litigation and Other Matters
  Subprime Mortgage-Related Litigation and Other Matters
      Item 4. [Removed and Reserved]
 5




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##### 



PART II
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities .
 Market Information
 Holders
 Distribution
 Securities Authorized for Issuance under Equity Compensation Plans
 Performance Graph
 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
   Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  (d) Maximum Number(or Approximate(c) Total Number
    
    Dollar Value) ofof Redeemable Units
    
    RedeemablePurchased as Part
    
    Units that(a) Total Number
    
    (b) Average
    
    of Publicly
    
    May Yet Beof Redeemable
    
    Price Paid per
    
    Announced
    
    Purchased Under thePeriod
    
    Units Purchased*
    
    Redeemable Unit**
    
    Plans or Programs
    
    Plans or ProgramsOctober 1, 2010 - October 31, 2010
    
    
    334.7442
    
    
    $
    1,768.04
    
    
    
    N/A
    
    
    
    N/ANovember 1, 2010 - November 30, 2010
    
    
    442.9268
    
    
    $
    1,563.17
    
    
    
    N/A
    
    
    
    N/ADecember 1, 2010 - December 31, 2010
    
    
    398.4020
    
    
    $
    1,982.43
    
    
    
    N/A
    
    
    
    N/A1,176.0730
    
    
    $
    1,763.51
 
 *
    
    Generally, limited partners are permitted to redeem their Redeemable Units as of the end of
each month on three business days notice to the General Partner. Under certain circumstances, the General
Partner can compel redemption, although 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. 6




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##### 



Item 6. Selected Financial Data .
  2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Net realized and
unrealized trading
gains (losses), net of
brokerage fees
(including clearing
fees) of $2,687,495,
$3,565,935, $4,769,347,
$5,850,002, and
$4,830,155,
respectively
    
    $
    (1,353,930
    )
    
    $
    1,032,616
    
    
    $
    13,935,204
    
    
    $
    (33,426,318
    )
    
    $
    10,432,208Interest income
    
    $
    33,924
    
    
    $
    38,284
    
    
    $
    758,022
    
    
    $
    3,077,631
    
    
    $
    2,548,664$
    (1,320,006
    )
    
    $
    1,070,900
    
    
    $
    14,693,226
    
    
    $
    (30,348,687
    )
    
    $
    12,980,872Net income (loss)
    
    $
    (2,299,264
    )
    
    $
    (192,757
    )
    
    $
    13,050,579
    
    
    $
    (35,224,227
    )
    
    $
    9,007,334Increase (decrease) in
net asset value per
unit
    
    $
    (53.40
    )
    
    $
    53.37
    
    
    $
    330.33
    
    
    $
    (817.81
    )
    
    $
    319.88Net asset value per unit
    
    $
    1,982.43
    
    
    $
    2,035.83
    
    
    $
    1,982.46
    
    
    $
    1,652.13
    
    
    $
    2,469.94Total assets
    
    $
    42,918,567
    
    
    $
    51,030,910
    
    
    $
    67,349,349
    
    
    $
    68,715,245
    
    
    $
    86,061,702
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations .
 Overview
    
    
    due diligence examinations of the Advisor;
    
    selection, appointment and termination of the Advisor;
    
    negotiation of the management agreement; and
    
    monitoring the activity of the Advisor.
   7




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##### 



(a)
    
    Liquidity.
   (i)
    
    The Partnership invests its assets only in commodity interests that the Advisor believes
are traded in sufficient volume to permit ease of taking and liquidating positions.
Sufficient volume, in this context, refers to a level of liquidity that the Advisor believes
will permit it to enter and exit trades without noticeably moving the market.(ii)
    
    The Advisor will not initiate additional positions in any commodity if these positions
would result in aggregate positions requiring a margin of more than 66 2/3% of the
Partnerships net assets allocated to the Advisor.(iii)
    
    The Partnership may occasionally accept delivery of a commodity. Unless such delivery is
disposed of promptly by retendering the warehouse receipt representing the delivery to the
appropriate clearinghouse, the physical commodity position is fully hedged.(iv)
    
    The Partnership does not employ the trading technique
commonly known as pyramiding, in
which the speculator uses unrealized profits on existing positions as margin for the
purchases or sale of additional positions in the same or related commodities.(v)
    
    The Partnership does not utilize borrowings other than short-term borrowings if the
Partnership takes delivery of any cash commodities.
 (vi)
    
    The Advisor may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Partnership. Spreads and Straddles describe commodity
futures trading strategies involving the simultaneous buying and selling of futures
contracts on the same commodity but involving different delivery dates or markets.(vii)
    
    The Partnership will not permit the churning of its commodity trading account. The term
churning refers to the practice of entering and exiting trades with a frequency
unwarranted by legitimate efforts to profit from the trades, driven by the desire to
generate commission income.
 8




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##### 



i.e.
     Financial Statements and Supplementary Data
  Capital Resources
     9




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##### 



Results of Operations
  Financial Statements and Supplementary Data.
            10




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##### 



11




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##### 



Off-Balance Sheet Arrangements
 Contractual Obligations
 12




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##### 



Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Partnerships Investments.
 Partnerships Fair Value Measurements.
   13




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##### 



Futures Contracts.
 London Metals Exchange Forward Contracts.
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk .
 Introduction
      14




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##### 



Quantifying the Partnerships Trading Value at Risk
      The Partnerships Trading Value at Risk in Different Market Sectors
  15




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##### 



December 31, 2010
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    

Value at Risk
    
    

Capitalization
    
    

Value at Risk
    
    

Value at Risk
    
    

Value at Risk*Currencies
    
    $
    1,249,666
    
    
    
    3.00
    %
    
    $
    2,057,069
    
    
    $
    867,991
    
    
    $
    1,472,045Energy
    
    
    661,702
    
    
    
    1.59
    %
    
    
    1,012,471
    
    
    
    173,691
    
    
    
    554,668Grains
    
    
    1,104,950
    
    
    
    2.65
    %
    
    
    1,637,000
    
    
    
    163,960
    
    
    
    815,322Indices
    
    
    2,432,046
    
    
    
    5.84
    %
    
    
    14,744,438
    
    
    
    1,055,959
    
    
    
    3,158,056Interest Rates U.S.
    
    
    108,900
    
    
    
    0.26
    %
    
    
    196,300
    
    
    
    58,400
    
    
    
    123,815Interest Rates Non-U.S.
    
    
    697,780
    
    
    
    1.67
    %
    
    
    1,302,981
    
    
    
    634,429
    
    
    
    888,963Livestock
    
    
    208,500
    
    
    
    0.50
    %
    
    
    495,950
    
    
    
    23,373
    
    
    
    257,388Metals
    
    
    1,124,452
    
    
    
    2.70
    %
    
    
    2,458,619
    
    
    
    601,999
    
    
    
    1,466,625Softs
    
    
    1,513,817
    
    
    
    3.63
    %
    
    
    2,103,301
    
    
    
    309,772
    
    
    
    1,229,004Total
    
    $
    9,101,813
    
    
    
    21.84
    %
 
 *
    
    Annual average of  month-end Value at Risk  December 31, 2009
 % of Total
    
    
    High
    
    
    Low
    
    
    Average *Market Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at RiskCurrencies
    
    $
    1,560,855
    
    
    
    3.14
    %
    
    $
    2,702,662
    
    
    $
    981,058
    
    
    $
    1,639,412Energy
    
    
    847,200
    
    
    
    1.70
    %
    
    
    847,200
    
    
    
    818,450
    
    
    
    832,825Grains
    
    
    661,600
    
    
    
    1.33
    %
    
    
    1,773,405
    
    
    
    2,700
    
    
    
    465,577Indices
    
    
    4,056,121
    
    
    
    8.16
    %
    
    
    4,480,840
    
    
    
    750
    
    
    
    1,437,215Interest Rates U.S.
    
    
    104,780
    
    
    
    0.21
    %
    
    
    309,600
    
    
    
    104,780
    
    
    
    175,972Interest Rates Non-U.S.
    
    
    777,428
    
    
    
    1.56
    %
    
    
    1,174,913
    
    
    
    368,305
    
    
    
    743,464Livestock
    
    
    170,500
    
    
    
    0.34
    %
    
    
    287,550
    
    
    
    170,500
    
    
    
    215,010Metals
    
    
    2,136,825
    
    
    
    4.30
    %
    
    
    2,136,825
    
    
    
    163,719
    
    
    
    915,090Softs
    
    
    1,798,631
    
    
    
    3.62
    %
    
    
    1,820,696
    
    
    
    364,345
    
    
    
    1,037,627Total
    
    $
    12,113,940
    
    
    
    24.36
    %
 
 *
    
    Annual average of  month-end Value at Risk Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
  Qualitative Disclosures Regarding Primary Trading Risk Exposures
  16




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##### 



Interest Rates e.g.,
 Currencies
 Stock Indices
 Metals
 Softs
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
   17




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18




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##### 



Item 8. Financial Statements and Supplementary Data .
 TIDEWATER FUTURES FUND L.P.
  19




---



##### 



To the Limited
    Partners of
    Tidewater Futures Fund L.P.
    
  By:
    Walter Davis      Ceres Managed Futures LLC
    212-296-1999
  20




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##### 



Managements
    Report on Internal Control Over
    Financial Reporting
             Internal Control-Integrated Framework
  -s- Walter Davis

-s- Jennifer MagroWalter Davis
    President and Director
    Ceres Managed Futures LLC
    General Partner,
    Tidewater Futures Fund L.P.

Jennifer Magro
    Chief Financial Officer and Director
    Ceres Managed Futures LLC
    General Partner,
    Tidewater Futures Fund L.P.   21




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  22




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##### 



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
    
 23




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##### 



Tidewater Futures
    Fund L.P.Statements of Financial ConditionDecember 31, 2010 and 2009
  2010


2009Assets:Equity in trading account:Cash (Note 3c)

$
25,519,706


$
32,781,935Cash margin (Note 3c)


10,943,883



13,348,704Net unrealized appreciation on open futures contracts


6,452,412



3,623,720Net unrealized appreciation on open forward contracts






1,276,02942,916,001



51,030,388Interest receivable (Note 3c)


2,566



522Total assets

$
42,918,567


$
51,030,910Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open forward contracts

$
56,461


$
Accrued expenses:Brokerage fees (Note 3c)


232,170



276,417Management fees (Note 3b)


70,888



84,470Professional fees


82,874



46,499Other


14,326



25,928Redemptions payable (Note 5)


789,804



868,945Total liabilities


1,246,523



1,302,259Partners Capital (Notes 1 and 5):General Partner, 281.2556 and 399.0301 unit equivalents
    outstanding at December 31, 2010 and 2009, respectively


557,570



812,357Limited Partners, 20,739.3934 and 24,027.7101 Redeemable Units
    outstanding at December 31, 2010 and 2009, respectively


41,114,474



48,916,294Total partners capital


41,672,044



49,728,651Total liabilities and partners capital

$
42,918,567


$
51,030,910Net asset value per unit

$
1,982.43


$
2,035.83   See accompanying notes to financial statements.
  24




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##### 



Tidewater Futures
    Fund L.P.Condensed Schedule of InvestmentsDecember 31, 2010
  Number of





% of PartnersContracts


Fair Value


CapitalFutures Contracts PurchasedCurrencies


251


$
672,219



1.61
%Energy


239



200,124



0.48Grains


562



2,286,361



5.49Indices


782



392,394



0.94Interest Rates U.S.


58



(227,140
)


(0.54
)Interest Rates
    Non-U.S.


700



(2,789
)


(0.01
)Livestock


201



421,367



1.01Metals


57



749,650



1.80Softs


353



1,766,647



4.24Total futures contracts purchased






6,258,833



15.02Futures Contracts SoldCurrencies


238



718,098



1.72Indices


2



6,214



0.02Interest Rates
    Non-U.S.


92



(14,145
)


(0.03
)Softs


259



(516,588
)


(1.24
)Total futures contracts sold






193,579



0.47Unrealized Appreciation on Open Forward ContractsMetals


133



1,063,713



2.55Total unrealized appreciation on open forward contracts






1,063,713



2.55Unrealized Depreciation on Open Forward ContractsMetals


121



(1,120,174
)


(2.69
)Total unrealized depreciation on open forward contracts






(1,120,174
)


(2.69
)Total fair value





$
6,395,951



15.35
%   See accompanying notes to financial statements.
  25




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##### 



Tidewater Futures
    Fund L.P.Condensed Schedule of InvestmentsDecember 31, 2009
  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
%   See accompanying notes to financial statements.
  26




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##### 



Tidewater Futures
    Fund L.P.Statements of Income and Expensesfor the years ended
    December 31, 2010, 2009 and 2008
  2010


2009


2008Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts

$
(162,637
)

$
2,601,999


$
19,354,323Change in net unrealized gains (losses) on open contracts


1,496,202



1,996,552



(649,772
)Gain (loss) from trading, net


1,333,565



4,598,551



18,704,551Interest income (Note 3c)


33,924



38,284



758,022Total income (loss)


1,367,489



4,636,835



19,462,573Expenses:Brokerage fees including clearing fees (Note 3c)


2,687,495



3,565,935



4,769,347Management fees (Note 3b)


778,084



1,074,282



1,423,171Professional fees


252,552



145,186



168,684Other


18,875



44,189



50,792Total expenses


3,737,006



4,829,592



6,411,994Management fees waived (Note 3b)


(70,253
)






Net expenses


3,666,753



4,829,592



6,411,994Net income (loss)

$
(2,299,264
)

$
(192,757
)

$
13,050,579Net income (loss) per unit (Note 6)

$
(53.40
)

$
53.37


$
330.33Weighted average units outstanding


23,013.2035



28,947.5633



37,749.3594   See accompanying notes to financial statements.
  27




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##### 



Tidewater Futures
    Fund L.P.Statements of Changes in Partners
    Capitalfor the years ended
    December 31, 2010, 2009 and 2008
  Limited


GeneralPartners


Partner


TotalPartners Capital at December 31, 2007

$
64,832,448


$
1,139,627


$
65,972,075Net income (loss)


12,676,037



374,542



13,050,579Subscriptions of 4,082.4408 Redeemable Units and 521.2428
    General Partner unit equivalents


7,390,000



886,660



8,276,660Redemptions of 11,348.7824 Redeemable Units


(21,508,257
)






(21,508,257
)Partners Capital at December 31, 2008


63,390,228



2,400,829



65,791,057Net income (loss)


(90,409
)


(102,348
)


(192,757
)Subscriptions of 1,526.6293 Redeemable Units


2,841,000







2,841,000Redemptions of 9,474.3926 Redeemable Units and 812.0052 General
    Partner unit equivalents


(17,224,525
)


(1,486,124
)


(18,710,649
)Partners Capital at December 31, 2009


48,916,294



812,357



49,728,651Net income (loss)


(2,294,477
)


(4,787
)


(2,299,264
)Subscriptions of 1,353.3838 Redeemable Units


2,106,000







2,106,000Redemptions of 4,641.7005 Redeemable Units and 117.7745 General
    Partner unit equivalents


(7,613,343
)


(250,000
)


(7,863,343
)Partners Capital at December 31, 2010

$
41,114,474


$
557,570


$
41,672,044Net asset value per unit:   2008:

$
1,982.462009:

$
2,035.832010:

$
1,982.43
   See accompanying notes to financial statements.
  28




---



##### 



Tidewater Futures
    Fund L.P.

    Notes to Financial Statements
    December 31, 2010
  1.
    Partnership
    Organization:  non-U.S. interest
          2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of
    financial statements and accompanying notes in conformity with
    accounting principles generally accepted in the United States of
    America (GAAP) requires management to make estimates
    and assumptions that affect the reported amounts of assets and
    liabilities, income and expenses, and related disclosures of
    contingent assets and liabilities in the financial statements
    and accompanying notes. As a result, actual results could differ
    from these estimates.  29




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
   b.
    Statement of Cash Flows.  The Partnership is
    not required to provide a Statement of Cash Flows.c.
    Partnerships Investments.  All commodity
    interests (including derivative financial instruments and
    derivative commodity instruments) are held for trading purposes.
    The commodity interests are recorded on trade date and open
    contracts are recorded at fair value (as described below) at the
    measurement date. Investments in commodity interests denominated
    in foreign currencies are translated into U.S. dollars at
    the exchange rates prevailing at the measurement date. Gains or
    losses are realized when contracts are liquidated. Unrealized
    gains or losses on open contracts are included as a component of
    equity in trading account on the Statements of Financial
    Condition. Realized gains or losses and any change in net
    unrealized gains or losses from the preceding period are
    reported in the Statements of Income and Expenses.  Partnerships Fair Value
    Measurements.
      30




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
    Quoted Prices inActive Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2010


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
6,452,412


$
6,452,412


$



$
Total assets


6,452,412



6,452,412







LiabilitiesForwards


56,461



56,461







Total liabilities


56,461



56,461







Total fair value

$
6,395,951


$
6,395,951


$



$
   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


4,899,749



4,899,749







Total fair value

$
4,899,749


$
4,899,749


$



$
   d.
    Futures Contracts.  The Partnership trades
    futures contracts. A futures contract is a firm commitment to
    buy or sell a specified quantity of investments, currency or a
    standardized amount of a deliverable grade commodity, at a
    specified price on a specified future date, unless the contract
    is closed before the delivery date or if the delivery quantity
    is something where physical delivery cannot occur (such as the
    S&P 500 Index), whereby such contract is settled in cash.
    Payments (variation margin) may be made or received
    by the Partnership each business day, depending on the daily
    fluctuations in the value of the underlying instruments, and are
    recorded as unrealized gains or losses by the Partnership. When
    the contract is closed, the Partnership records a realized gain
    or loss equal to the difference between the value of the
    contract at the time it was opened and the value at the time it
    was closed. Transactions in futures contracts require
    participants to make both initial margin deposits of cash or
    other assets and variation margin deposits, through the futures
    broker, directly with the exchange on which the contracts are
    traded. Realized gains (losses) and changes in unrealized gains
    (losses) on futures contracts are included in the Statements of
    Income and Expenses.e.
    London Metals Exchange Forward
    Contracts.  Metal contracts traded on the London
    Metals Exchange (LME) represent a firm commitment to
    buy or sell a specified quantity of aluminum, copper, lead,
    nickel, tin or zinc. LME contracts traded by the Partnership are
    cash settled based on prompt dates published by the LME.
    Payments (variation margin) may be made or received
    by the Partnership each business day, depending on the daily
    fluctuations in the value of the underlying contracts, and are
    recorded as unrealized gains or losses by the Partnership. A
    contract is considered offset when all long positions have been
    matched with a like number of short positions settling on the
    same prompt date. When the contract is closed at the prompt
    date, the Partnership records a realized gain or loss equal to
    the difference between the value of the contract at the time it
    was opened and the value at the time it was closed. Transactions
    in LME contracts require participants to make both initial
    margin deposits of cash or other assets and variation margin
    deposits, through the broker, directly with the LME. Realized
    gains (losses) and  31




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
  changes in unrealized gains (losses) on metal contracts are
    included in the Statements of Income and Expenses.  f.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on its share of the Partnerships income and
    expenses.      g.
    Subsequent Events.  Management of the
    Partnership evaluates events that occur after the balance sheet
    date but before financial statements are filed. Management has
    assessed the subsequent events through the date of filing and
    determined that there were no subsequent events requiring
    adjustment of or disclosure in the financial statements.h.
    Net Income (Loss) per Unit.  Net income (loss)
    per unit is calculated in accordance with investment company
    guidance. See Note 6, Financial Highlights.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:  1 6
    32




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
      c.
    Customer Agreement:  give-up 30-day 3-month
  4.
    Trading
    Activities:        33




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
      Assets

December 31, 2010Futures ContractsCurrencies

$
1,561,451Energy


296,607Grains


2,286,361Indices


538,181Interest Rates
    Non-U.S.


77,000Livestock


421,367Metals


749,650Softs


1,788,112Total unrealized appreciation on
    open futures contracts

$
7,718,729LiabilitiesFutures ContractsCurrencies

$
(171,134
)Energy


(96,483
)Indices


(139,573
)Interest Rates U.S.


(227,140
)Interest Rates
    Non-U.S.


(93,934
)Softs


(538,053
)Total unrealized depreciation on
    open futures contracts

$
(1,266,317
)Net unrealized appreciation on
    open futures contracts

$
6,452,412
*AssetsForward ContractsMetals

$
1,063,713Total unrealized appreciation on open forward contracts

$
1,063,713LiabilitiesForward ContractsMetals

$
(1,120,174
)Total unrealized depreciation on open forward contracts

$
(1,120,174
)Net unrealized depreciation on open forward contracts

$
(56,461
)**   *
    
    This amount is in Net unrealized appreciation on open
    futures contracts on the Statements of Financial Condition.**
    
    This amount is in Net unrealized depreciation on open
    forward contracts on the Statements of Financial Condition.  34




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
   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.  35




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
     December 31,


December 31,2010


2009Gain (Loss)


Gain (Loss)Sector

from Trading


from TradingCurrencies

$
(296,465
)

$
(3,328,709
)Energy


(2,214,938
)


(466,919
)Grains


2,585,561



(1,553,269
)Indices


(540,389
)


4,538,302Interest Rates U.S.


564,696



(859,153
)Interest Rates
    Non-U.S.


1,787,049



(1,883,874
)Livestock


(1,003,769
)


996,379Metals


1,608,449



2,647,029Softs


(1,156,629
)


4,508,765Total

$
1,333,565
***

$
4,598,551
***   ***
    
    This amount is in Gain (loss) from trading, net on
    the Statements of Income and Expenses.  5.
    Subscriptions,
    Distributions and Redemptions:    6.
    Financial
    Highlights:    2010


2009


2008Net realized and unrealized gains (losses)*

$
(12.29
)

$
95.04


$
354.47Interest income


1.48



1.28



19.42Expenses**


(42.59
)


(42.95
)


(43.56
)Increase (decrease) for the year


(53.40
)


53.37
***


330.33Net asset value per unit, beginning of year


2,035.83



1,982.46



1,652.13Net asset value per unit, end of year

$
1,982.43


$
2,035.83


$
1,982.46   *
    
    Includes brokerage fees.**
    
    Excludes brokerage fees.***
    
    The increase in the net asset value per unit while the
    Partnership incurred a net loss for the year ended
    December 31, 2009 is due to the timing of subscriptions and
    redemptions of units throughout the year.  36




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
    2010


2009


2008Ratios to average net assets:Net investment income (loss) before incentive fees****


(9.3
)%


(9.1
)%


(8.1
)%Operating expenses


9.4
%*****


9.2
%


9.2
%Incentive fees



%



%



%Total expenses


9.4
%


9.2
%


9.2
%Total return:Total return before incentive fees


(2.6
)%


2.7
%


20.0
%Incentive fees



%



%



%Total return after incentive fees


(2.6
)%


2.7
%


20.0
%   ****
    
    Interest income less total expenses.*****
    
    Percentages are after management fee waivers. The Advisor
    voluntarily waived a portion of the management fee (equal to
    0.2% per year of adjusted net assets).    7.
    Financial
    Instrument Risks:  over-the-counter
      37




---



##### 



Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2010
    risk-adjusted
    38




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2010 to
    
    July 1, 2010 to
    
    April 1, 2010 to
    
    January 1, 2010 toDecember 31, 2010
    
    September 30, 2010
    
    June 30, 2010
    
    March 31, 2010Net realized and
unrealized trading
gains (losses) net of
brokerage fees and
clearing fees
including interest
income
    
    $
    10,316,597
    
    
    $
    1,934,499
    
    
    $
    (13,432,393
    )
    
    $
    (138,709
    )Net income (loss)
    
    $
    10,048,309
    
    
    $
    1,725,293
    
    
    $
    (13,671,008
    )
    
    $
    (401,858
    )Increase (decrease) in
net asset value per unit
    
    $
    465.67
    
    
    $
    80.67
    
    
    $
    (587.85
    )
    
    $
    (11.89
    )
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    April 1, 2009 to
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    
    June 30, 2009
    
    March 31, 2009Net realized and
unrealized trading
gains (losses) net of
brokerage fees and
clearing fees
including interest
income
    
    $
    2,879,321
    
    
    $
    6,272,425
    
    
    $
    (6,298,233
    )
    
    $
    (1,782,613
    )Net income (loss)
    
    $
    2,642,139
    
    
    $
    6,027,105
    
    
    $
    (6,646,885
    )
    
    $
    (2,215,116
    )Increase (decrease) in
net asset value per unit
    
    $
    107.25
    
    
    $
    227.55
    
    
    $
    (213.24
    )
    
    $
    (68.19
    )
 39




---



##### 



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure .
    Item 9A. 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.
 Financial Statements and Supplementary Data
  Item 9B. Other Information
  40




---



##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance .
      41




---



##### 



42




---



##### 



Item 11. Executive Compensation .
 Business
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .
 Security ownership of certain beneficial owners
 43




---



##### 



Security ownership of management
  (3) Amount and(2) Name of
    
    Nature ofBeneficial
    
    Beneficial
    
    (4) Percent of(1) Title of Class
    
    Owner
    
    Ownership
    
    ClassGeneral Partner unit equivalents
    
    General Partner
    
    
    281.2556
    
    
    
    1.3
    %
 Changes in control
 Item 13. Certain Relationships and Related Transactions, and Director Independence .
 Transactions with related persons.
 Review, approval or ratification of transactions with related persons.
 Promoters and certain control persons Business Executive
Compensation
 Item 14. Principal Accountant Fees and Services .
 Audit Fees
 Deloitte
    
    
    PwC2010
    
    $
    45,000

    
    
    N/A2009
    
    $
    76,900
    (1)
    
$
    9,400
    (2)
  (1)
 (2)
 Audit-Related Fees
 Tax Fees
 2010
    
    $
    21,0002009
    
    $
    20,000
 All Other Fees
   44




---



##### 



PART IV
 Item 15. Exhibits,  Financial Statement Schedules .
        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).(h)
    
    Certificate of Amendment of the Certificate of Limited Partnership dated June 30, 2010 (filed as Exhibit 3.2(h) to the Current Report on Form 8-K filed on July 2,
 2010 and incorporated herein by reference).10.1
    
    Amended and Restated Management Agreement among the Partnership, the General Partner and Chesapeake Capital Corporation (filed as Exhibit 10.1 on Form 8-K filed on September 16, 2010
 and incorporated herein by reference).10.1(a)
    
    Letter extending the Management Agreement between the General
Partner and Chesapeake Capital Corporation for 2010 (filed herein).
 45




---



##### 



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).16.1(a)
    
    Letter Regarding Change of Certifying Accountant (filed as Exhibit 16.1 on Form 8-K filed on July 24, 2009 and incorporated herein by reference).16.1(b)
    
    Letter Regarding Change of Certifying Accountant (filed as Exhibit 16.1 on Form 8-K filed on July 1, 2008 and incorporated herein by reference).
      46




---



##### 



SIGNATURES
  Tidewater Futures Fund L.P.By:
    Ceres Managed Futures LLC(General Partner)By:
    /s/ Walter DavisWalter Davis, 
President & DirectorDate: March 31, 2011  /s/ Walter Davis

Walter Davis
    
    /s/ Michael McGrath

Michael McGrath
    
    /s/ Patrick T. Egan

Patrick T. EganPresident
and Director

Ceres Managed Futures LLC

Date: March 31, 2011
    
    Director

Ceres Managed Futures LLC

Date: March 31, 2011
    
    Director

Ceres Managed Futures LLC

Date: March 31, 2011/s/ Jennifer Magro
    
    /s/ Douglas J. Ketterer
    
    /s/ Alper DagliogluJennifer Magro
    
    Douglas J. Ketterer
    
    Alper DagliogluChief
Financial Officer and Director
(Principal Accounting Officer)
Ceres Managed Futures LLC

Date: March 31, 2011
    
    Director

Ceres Managed Futures LLC

Date: March 31, 2011
    
    Director

Ceres Managed Futures LLC

Date: March 31, 2011/s/ Ian Bernstein
    
    /s/ Harry HandlerIan Bernstein
    
    Harry HandlerDirector

Ceres Managed Futures LLC

Date: March 31, 2011
    
    Director

Ceres Managed Futures LLC

Date: March 31, 2011
    47