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, 2009
 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
55 East 59th Street  10th Floor
New York, New York 10022
 
 (212) 559-2011
 
 None
 Redeemable Units of Limited Partnership Interest
   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
(Do not check if a smaller reporting company)
Smaller reporting company o  Yes o No þ




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PART I
 
 Item 1. Business .
 General Development of Business
 Financial Statements
and Supplementary Data
     
   2




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Financial Information About Industry Segments Selected Financial
Data
 Narrative description of business
    Financial Information About Geographic Areas
 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.
  3




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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.
  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 .
  4




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Item 3. Legal Proceedings .
    Mutual Funds
    FINRA Settlement
  Auction Rate Securities
   5




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Subprime-Mortgage Related Actions
  Credit Crisis Related Matters
    Item 4. [Removed and Reserved]
 6




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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
   Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
   (d) Maximum Number(or Approximate(c) Total Number



Dollar Value) of Redeemableof Redeemable Units



Units that(a) Total Number



(b) Average



Purchased as Part



May Yet Beof Redeemable



Price Paid per



of Publicly Announced



Purchased Under thePeriod


Units Purchased*



Redeemable Unit**



Plans or Programs



Plans or ProgramsOctober 1, 2009 - 
October 31, 2009



81.6628



$
1,764.86




N/A




N/ANovember 1, 2009 - 
November 30, 2009



369.0851



$
1,879.80




N/A




N/ADecember 1, 2009 - 
December 31, 2009



426.8258



$
2,035.83




N/A




N/A877.5737



$
1,944.99
 
 *
    
    Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of
each month on 10 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. Item 6. Selected Financial Data .
  2009
    
    
    2008
    
    
    2007
    
    
    2006
    

    2005Net realized and unrealized trading gains
(losses), net of brokerage commissions
(including clearing fees) of $3,565,935,
$4,769,347, $5,850,002, $4,830,155 and
$3,232,946, respectively
    
    $
    1,032,616
    
    
    $
    13,935,204
    
    
    $
    (33,426,318
    )
    
    $
    10,432,208
    

    $
    (720,637
    )Interest income
    
    $
    38,284
    
    
    $
    758,022
    
    
    $
    3,077,631
    
    
    $
    2,548,664
    

    $
    1,063,116$
    1,070,900
    
    
    $
    14,693,226
    
    
    $
    (30,348,687
    )
    
    $
    12,980,872
    

    $
    342,479Net income (loss)
    
    $
    (192,757
    )
    
    $
    13,050,579
    
    
    $
    (35,224,227
    )
    
    $
    9,007,334
    

    $
    (643,170
    )Increase (decrease) in Net Asset Value per Unit
    
    $
    53.37
    
    
    $
    330.33
    
    
    $
    (817.81
    )
    
    $
    319.88
    

    $
    (64.69
    )Net Asset Value per Unit
    
    $
    2,035.83
    
    
    $
    1,982.46
    
    
    $
    1,652.13
    
    
    $
    2,469.94
    

    $
    2,150.06Total assets
    
    $
    51,030,910
    
    
    $
    67,349,349
    
    
    $
    68,715,245
    
    
    $
    86,061,702
    

    $
    57,267,409
 7




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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.
       8




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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. The term spread or straddle describes a
commodity futures trading strategy involving the simultaneous buying and selling of futures
contracts on the same commodity but involving different delivery dates or markets and in
which the trader expects to earn a profit from a widening or narrowing of the difference
between the prices of the two contracts.(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.
 i.e.
   9




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Financial Statements and Supplementary Data
  Capital Resources
     10




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Results of Operations
              11




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12




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Off-Balance
Sheet Arrangements
 Contractual
Obligations
 Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use of Estimates.
 Statement of Cash Flows.
 Partnerships  Investments.
 Partnerships Fair Value Measurements.
  13




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##### 



Futures Contracts.
 London Metals Exchange Forward Contracts.
 Income Taxes.
   Subsequent Events.
 Recent Accounting Pronouncements.
   Item 7A. Quantitative and Qualitative Disclosures About Market Risk .
 Introduction
  14




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Quantifying the Partnerships Trading Value at Risk
      15




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##### 



The Partnerships Trading Value at Risk in Different Market Sectors
  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
    
    
    
    465,577Interest 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
    
    
    
    1,037,627Indices
    
    
    4,056,121
    
    
    
    8.16
    %
    
    
    4,480,840
    
    
    
    750
    
    
    
    1,437,215Total
    
    $
    12,113,940
    
    
    
    24.36
    %
 
 *
    
    Annual average based on month-end Value at Risk  December 31, 2008
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Risk
    
    
    Risk*Currencies
    
    $
    2,026,869
    
    
    
    3.08
    %
    
    $
    6,242,237
    
    
    $
    1,032,467
    
    
    $
    2,509,653Interest Rates U.S.
    
    
    313,500
    
    
    
    0.48
    %
    
    
    416,400
    
    
    
    221,800
    
    
    
    324,046Interest Rates Non-U.S.
    
    
    1,162,102
    
    
    
    1.76
    %
    
    
    2,338,158
    
    
    
    709,404
    
    
    
    1,253,447Livestock
    
    
    247,800
    
    
    
    0.38
    %
    
    
    388,200
    
    
    
    191,100
    
    
    
    295,675Metals
    
    
    270,683
    
    
    
    0.41
    %
    
    
    1,087,224
    
    
    
    111,479
    
    
    
    576,268Softs
    
    
    721,390
    
    
    
    1.10
    %
    
    
    1,700,798
    
    
    
    147,763
    
    
    
    933,210Total
    
    $
    4,742,344
    
    
    
    7.21
    %
 
 *
    
    Annual average based on month-end Value at Risk 16




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Material
Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
  Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Interest Rates e.g.,
 Currencies
 Stock Indices
 Metals
 Softs
 17




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Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
     18




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##### 



Item 8. Financial Statements and Supplementary Data .
 TIDEWATER FUTURES FUND L.P.
 INDEX TO FINANCIAL STATEMENTS
 Page NumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4 - F-8Financial Statements:Statements of Financial Condition at December 31, 2009 and 2008
    
    F-9Condensed Schedules of Investments at December 31, 2009 and 2008
    
    F-10 - F-11Statements of Income and Expenses for the years ended December 31, 2009, 2008 and 2007
    
    F-12Statements of Changes in Partners Capital for the years ended December 31, 2009, 2008 and 2007
    
    F-13Notes to Financial Statements
    
    F-14 - F-22Selected Unaudited Quarterly Financial Data
    
    F-23
 F-1




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##### 





To the Limited
    Partners of
    Tidewater Futures Fund L.P.

















| |     |               
| | --- | --------------
| | By: | Jennifer Magro











Ceres Managed Futures LLC








212-559-2011


F-2



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##### 





Managements
    Report on Internal Control Over
    Financial Reporting
























Internal Control-Integrated Framework
















F-3



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control - Integrated Framework
   F-4




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Internal Control - Integrated Framework
 /s/ Deloitte & Touche LLPNew York, New YorkMarch 19, 2010 F-5




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Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework
  F-6




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/s/ PricewaterhouseCoopers LLPNew York, New YorkMarch 26, 2009 F-7




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Report of Independent Registered Public Accounting Firm
 
    /s/ KPMG LLPNew York, New YorkMarch 24, 2008 F-8




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##### 



Tidewater Futures
    Fund L.P.

    Statements of Financial Condition
    December 31, 2009 and 2008




|                                                                                                                                                               |  |      |            |  |      |   |            | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- |  | ---- | - | ---------- | 
|                                                                                                                                                               |  | 2009 |            |  | 2008 |  
|                                                                                                                                                              
|Assets:                                                                                                                                                        |  |      |            |  |      |   |            | 
|Equity in trading account:                                                                                                                                     |  |      |            |  |      |   |            | 
|Cash (Note 3c)                                                                                                                                                 |  | $    | 32,781,935 |  |      | $ | 58,645,296 | 
|Cash margin (Note 3c)                                                                                                                                          |  |      | 13,348,704 |  |      |   | 5,799,867  | 
|Net unrealized appreciation on open futures contracts                                                                                                          |  |      | 3,623,720  |  |      |   | 2,258,784  | 
|Net unrealized appreciation on open forward contracts                                                                                                          |  |      | 1,276,029  |  |      |   | 644,413    | 
|                                                                                                                                                               |  |      |            |  |      |   |            | 
|                                                                                                                                                               |  |      | 51,030,388 |  |      |   | 67,348,360 | 
|Interest receivable (Note 3c)                                                                                                                                  |  |      | 522        |  |      |   | 989        | 
|                                                                                                                                                               |  |      |            |  |      |   |            | 
|Total assets                                                                                                                                                   |  | $    | 51,030,910 |  |      | $ | 67,349,349 | 
|                                                                                                                                                               |  |      |            |  |      |   |            | 
|Liabilities and Partners Capital:                                                                                                                             |  |      |            |  |      |   |            | 
|Liabilities:                                                                                                                                                   |  |      |            |  |      |   |            | 
|Accrued expenses:                                                                                                                                              |  |      |            |  |      |   |            | 
|Brokerage commissions (Note 3c)                                                                                                                                |  | $    | 276,417    |  |      | $ | 364,809    | 
|Management fees (Note 3b)                                                                                                                                      |  |      | 84,470     |  |      |   | 111,510    | 
|Professional fees                                                                                                                                              |  |      | 46,499     |  |      |   | 55,740     | 
|Other                                                                                                                                                          |  |      | 25,928     |  |      |   | 22,670     | 
|Redemptions payable (Note 5)                                                                                                                                   |  |      | 868,945    |  |      |   | 1,003,563  | 
|                                                                                                                                                               |  |      |            |  |      |   |            | 
|Total liabilities                                                                                                                                              |  |      | 1,302,259  |  |      |   | 1,558,292  | 
|                                                                                                                                                               |  |      |            |  |      |   |            | 
|Partners Capital (Notes 1 and 5):                                                                                                                             |  |      |            |  |      |   |            | 
|General Partner, 399.0301 and 1,211.0353 Unit equivalents
    outstanding at December 31, 2009 and 2008, respectively                                          |  |      | 812,357    |  |      |   | 2,400,829  | 
|Limited Partners, 24,027.7101 and 31,975.4734 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2009 and 2008, respectively |  |      | 48,916,294 |  |      |   | 63,390,228 | 
|                                                                                                                                                               |  |      |            |  |      |   |            | 
|Total partners capital                                                                                                                                        |  |      | 49,728,651 |  |      |   | 65,791,057 | 
|                                                                                                                                                               |  |      |            |  |      |   |            | 
|Total liabilities and partners capital                                                                                                                        |  | $    | 51,030,910 |  |      | $ | 67,349,349 | 
|                                                                                                                                                               |  |      |            |  |      |   |            | 





See accompanying notes to financial statements.


F-9



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##### 





Tidewater Futures
    Fund L.P.
    Condensed Schedule of Investments
    December 31, 2009




|                                                        |  |           |       |  |            |   |           |                |  |  |       |   
|------------------------------------------------------- |  | --------- | ----- |  | ---------- | - | --------- | -------------- |  |  | ----- | --
|                                                        |  | Number of |       |  |            |   |           | % of Partners | 
|                                                        |  | Contracts |       |  | Fair Value |   |           | Capital        | 
|                                                       
|Futures Contracts Purchased                             |  |           |       |  |            |   |           |                |  |  |       |   
|Currencies                                              |  |           | 389   |  |            | $ | (605,857  | )              |  |  | (1.22 | )%
|Energy                                                  |  |           | 223   |  |            |   | 1,173,441 |                |  |  | 2.36  |   
|Grains                                                  |  |           | 192   |  |            |   | 23,307    |                |  |  | 0.05  |   
|Indices                                                 |  |           | 1,025 |  |            |   | 1,972,504 |                |  |  | 3.97  |   
|Interest 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 |                |  |  | 5.06  |   
|                                                        |  |           |       |  |            |   |           |                |  |  |       |   
|Total futures contracts purchased                       |  |           |       |  |            |   | 3,556,919 |                |  |  | 7.15  |   
|                                                        |  |           |       |  |            |   |           |                |  |  |       |   
|Futures Contracts Sold                                  |  |           |       |  |            |   |           |                |  |  |       |   
|Currencies                                              |  |           | 215   |  |            |   | (18,762   | )              |  |  | (0.04 | ) 
|Grains                                                  |  |           | 278   |  |            |   | 235,663   |                |  |  | 0.47  |   
|Interest Rates U.S.                                     |  |           | 1     |  |            |   | 5,023     |                |  |  | 0.01  |   
|Interest 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    |                |  |  | 0.13  |   
|                                                        |  |           |       |  |            |   |           |                |  |  |       |   
|Unrealized Appreciation on Open Forward Contracts       |  |           |       |  |            |   |           |                |  |  |       |   
|Metals                                                  |  |           | 241   |  |            |   | 1,510,523 |                |  |  | 3.04  |   
|                                                        |  |           |       |  |            |   |           |                |  |  |       |   
|Total unrealized appreciation on open forward contracts |  |           |       |  |            |   | 1,510,523 |                |  |  | 3.04  |   
|                                                        |  |           |       |  |            |   |           |                |  |  |       |   
|Unrealized Depreciation on Open Forward Contracts       |  |           |       |  |            |   |           |                |  |  |       |   
|Metals                                                  |  |           | 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.


F-10



---



##### 



Tidewater Futures
    Fund L.P.

    Condensed Schedule of Investments
    December 31, 2008




|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|------------------------------------------------------- |  | --------- | --- |  | ---------- | - | --------- | -------------- |  |  | ----- | -
|                                                        |  | Number of |     |  |            |   |           | % of Partners | 
|                                                        |  | Contracts |     |  | Fair Value |   |           | Capital        | 
|                                                       
|Futures Contracts Purchased                             |  |           |     |  |            |   |           |                |  |  |       |  
|Currencies                                              |  |           | 190 |  |            | $ | 605,160   |                |  |  | 0.92  | %
|Indices                                                 |  |           | 48  |  |            |   | (302,440  | )              |  |  | (0.46 | )
|Interest Rates U.S.                                     |  |           | 147 |  |            |   | 857,850   |                |  |  | 1.30  |  
|Interest Rates
    Non-U.S.                             |  |           | 652 |  |            |   | 1,461,810 |                |  |  | 2.22  |  
|Softs                                                   |  |           | 94  |  |            |   | 210,311   |                |  |  | 0.32  |  
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|Total futures contracts purchased                       |  |           |     |  |            |   | 2,832,691 |                |  |  | 4.30  |  
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|Futures Contracts Sold                                  |  |           |     |  |            |   |           |                |  |  |       |  
|Currencies                                              |  |           | 231 |  |            |   | (639,074  | )              |  |  | (0.97 | )
|Livestock                                               |  |           | 223 |  |            |   | 404,060   |                |  |  | 0.61  |  
|Metals                                                  |  |           | 4   |  |            |   | (24,800   | )              |  |  | (0.03 | )
|Softs                                                   |  |           | 279 |  |            |   | (314,093  | )              |  |  | (0.48 | )
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|Total futures contracts sold                            |  |           |     |  |            |   | (573,907  | )              |  |  | (0.87 | )
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|Unrealized Appreciation on Open Forward Contracts       |  |           |     |  |            |   |           |                |  |  |       |  
|Metals                                                  |  |           | 59  |  |            |   | 650,419   |                |  |  | 0.99  |  
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|Total unrealized appreciation on open forward contracts |  |           |     |  |            |   | 650,419   |                |  |  | 0.99  |  
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|Unrealized Depreciation on Open Forward Contracts       |  |           |     |  |            |   |           |                |  |  |       |  
|Metals                                                  |  |           | 1   |  |            |   | (6,006    | )              |  |  | (0.01 | )
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|Total unrealized depreciation on open forward contracts |  |           |     |  |            |   | (6,006    | )              |  |  | (0.01 | )
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  
|Total fair value                                        |  |           |     |  |            | $ | 2,903,197 |                |  |  | 4.41  | %
|                                                        |  |           |     |  |            |   |           |                |  |  |       |  





See accompanying notes to financial statements.


F-11



---



##### 



Tidewater Futures
    Fund L.P.

    Statements of Income and Expenses
    for the years ended
    December 31, 2009, 2008 and 2007




|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|----------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | ---- |  | - | ----------- | -
|                                                                                                                              |  | 2009 |             |   | 2008 |   |             | 2007 | 
|                                                                                                                             
|Income:                                                                                                                       |  |      |             |   |      |   |             |      |  |   |             |  
|Net gains (losses) on trading of commodity interests:                                                                         |  |      |             |   |      |   |             |      |  |   |             |  
|Net realized gains (losses) on closed contracts                                                                               |  | $    | 2,601,999   |   |      | $ | 19,354,323  |      |  | $ | (24,865,715 | )
|Change in net unrealized gains (losses) on open contracts                                                                     |  |      | 1,996,552   |   |      |   | (649,772    | )    |  |   | (2,710,601  | )
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Gain (loss) from trading, net                                                                                                 |  |      | 4,598,551   |   |      |   | 18,704,551  |      |  |   | (27,576,316 | )
|Interest income (Note 3c)                                                                                                     |  |      | 38,284      |   |      |   | 758,022     |      |  |   | 3,077,631   |  
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Total income (loss)                                                                                                           |  |      | 4,636,835   |   |      |   | 19,462,573  |      |  |   | (24,498,685 | )
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Expenses:                                                                                                                     |  |      |             |   |      |   |             |      |  |   |             |  
|Brokerage commissions including clearing fees (Note 3c)                                                                       |  |      | 3,565,935   |   |      |   | 4,769,347   |      |  |   | 5,850,002   |  
|Management fees (Note 3b)                                                                                                     |  |      | 1,074,282   |   |      |   | 1,423,171   |      |  |   | 1,683,446   |  
|Incentive fees (Note 3b)                                                                                                      |  |      |            |   |      |   |            |      |  |   | 3,497,877   |  
|Professional fees                                                                                                             |  |      | 145,186     |   |      |   | 168,684     |      |  |   | 122,553     |  
|Other                                                                                                                         |  |      | 44,189      |   |      |   | 50,792      |      |  |   | 37,838      |  
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Total expenses                                                                                                                |  |      | 4,829,592   |   |      |   | 6,411,994   |      |  |   | 11,191,716  |  
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Management fees waived (Note 3b)                                                                                              |  |      |            |   |      |   |            |      |  |   | (466,174    | )
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Net expenses                                                                                                                  |  |      | 4,829,592   |   |      |   | 6,411,994   |      |  |   | 10,725,542  |  
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Net income (loss)                                                                                                             |  | $    | (192,757    | ) |      | $ | 13,050,579  |      |  | $ | (35,224,227 | )
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 6) |  | $    | 53.37       |   |      | $ | 330.33      |      |  | $ | (817.81     | )
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  
|Weighted average units outstanding                                                                                            |  |      | 28,947.5633 |   |      |   | 37,749.3594 |      |  |   | 39,137.7214 |  
|                                                                                                                              |  |      |             |   |      |   |             |      |  |   |             |  





See accompanying notes to financial statements.


F-12



---



##### 



Tidewater Futures
    Fund L.P.

    Statements of Changes in Partners Capital
    for the years ended
    December 31, 2009, 2008 and 2007




|                                                                                                                                                       |  |          |             |   |         |   |            |       |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------- | ----------- | - | ------- | - | ---------- | ----- |  | - | ----------- | -
|                                                                                                                                                       |  | Limited  |             |   | General |   |            |       | 
|                                                                                                                                                       |  | Partners |             |   | Partner |   |            | Total | 
|                                                                                                                                                      
|Partners Capital at December 31, 2006                                                                                                                 |  | $        | 82,484,161  |   |         | $ | 486,517    |       |  | $ | 82,970,678  |  
|Net income (loss)                                                                                                                                      |  |          | (34,715,865 | ) |         |   | (508,362   | )     |  |   | (35,224,227 | )
|Sale of 16,136.0503 Redeemable Units of Limited Partnership
    Interest and General Partners contribution representing
    492.8172 Unit equivalents |  |          | 37,875,000  |   |         |   | 1,161,472  |       |  |   | 39,036,472  |  
|Redemption of 10,289.5035 Redeemable Units of Limited
    Partnership Interest                                                                         |  |          | (20,810,848 | ) |         |   |           |       |  |   | (20,810,848 | )
|                                                                                                                                                       |  |          |             |   |         |   |            |       |  |   |             |  
|Partners Capital at December 31, 2007                                                                                                                 |  |          | 64,832,448  |   |         |   | 1,139,627  |       |  |   | 65,972,075  |  
|Net income (loss)                                                                                                                                      |  |          | 12,676,037  |   |         |   | 374,542    |       |  |   | 13,050,579  |  
|Sale of 4,082.4408 Redeemable Units of Limited Partnership
    Interest and General Partners contribution representing
    521.2428 Unit equivalents  |  |          | 7,390,000   |   |         |   | 886,660    |       |  |   | 8,276,660   |  
|Redemption of 11,348.7824 Redeemable Units of Limited
    Partnership Interest                                                                         |  |          | (21,508,257 | ) |         |   |           |       |  |   | (21,508,257 | )
|                                                                                                                                                       |  |          |             |   |         |   |            |       |  |   |             |  
|Partners Capital at December 31, 2008                                                                                                                 |  |          | 63,390,228  |   |         |   | 2,400,829  |       |  |   | 65,791,057  |  
|Net Income (loss)                                                                                                                                      |  |          | (90,409     | ) |         |   | (102,348   | )     |  |   | (192,757    | )
|Sale of 1,526.6293 Redeemable Units of Limited Partnership
    Interests                                                                               |  |          | 2,841,000   |   |         |   |           |       |  |   | 2,841,000   |  
|Redemption of 9,474.3926 Redeemable Units of Limited Partnership
    Interests and 812.0052 General Partner Units equivalents                          |  |          | (17,224,525 | ) |         |   | (1,486,124 | )     |  |   | (18,710,649 | )
|                                                                                                                                                       |  |          |             |   |         |   |            |       |  |   |             |  
|Partners Capital at December 31, 2009                                                                                                                 |  | $        | 48,916,294  |   |         | $ | 812,357    |       |  | $ | 49,728,651  |  
|                                                                                                                                                       |  |          |             |   |         |   |            |       |  |   |             |  
|Net Asset Value per Unit:                                                                                                                              |  |          |             |   |         |   |            |       |  |   |             |  





2007:

$
1,652.132008:

$
1,982.462009:

$
2,035.83






See accompanying notes to financial statements.


F-13



---



##### 





Tidewater Futures
    Fund L.P.

    Notes to Financial Statements
    December 31, 2009




|   |                              
|-- | -----------------------------
|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 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.
    In making these estimates and assumptions, management has
    considered the effects, if any, of events occurring after the
    date of the Partnerships Statements of Financial Condition
    through the date the financial statements were issued. As a
    result, actual results could differ from these estimates.
|
| | b. | Statement of Cash Flows.  The Partnership is
    not required to provide a Statement of Cash Flows as permitted
    by ASC 230, Statement of Cash Flows (formerly,
    FAS No. 102, Statement of Cash Flows Exemption
    of Certain Enterprises and Classification of Cash Flows from
    Certain Securities Acquired for Resale).                                                                                                                                                                                                                                                                                                                                                                              

F-14



---



##### 





Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009






| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.




FAS No. 157-4,






F-15



---



##### 





Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009








|                 |  |            |           |  |                  |   |           |                   |  |   |                  |  |  |   |   | 
|---------------- |  | ---------- | --------- |  | ---------------- | - | --------- | ----------------- |  | - | ---------------- |  |  | - | - | 
|                 |  |            |           |  | Quoted Prices in |   |           |                   |  |   |                  | 
|                 |  |            |           |  | Active Markets   |   |           | Significant Other |  |   | Significant      | 
|                 |  |            |           |  | for Identical    |   |           | Observable Inputs |  |   | Unobservable     | 
|                 |  | 12/31/2009 |           |  | Assets (Level 1) |   |           | (Level 2)         |  |   | Inputs (Level 3) | 
|                
|Assets           |  |            |           |  |                  |   |           |                   |  |   |                  |  |  |   |   | 
|Futures          |  | $          | 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 |                   |  | $ |                 |  |  | $ |  | 
|                 |  |            |           |  |                  |   |           |                   |  |   |                  |  |  |   |   | 





|                 |  |            |           |  |                  |   |           |                   |  |   |                  |  |  |   |   | 
|---------------- |  | ---------- | --------- |  | ---------------- | - | --------- | ----------------- |  | - | ---------------- |  |  | - | - | 
|                 |  |            |           |  | Quoted Prices in |   |           |                   |  |   |                  | 
|                 |  |            |           |  | Active Markets   |   |           | Significant Other |  |   | Significant      | 
|                 |  |            |           |  | for Identical    |   |           | Observable Inputs |  |   | Unobservable     | 
|                 |  | 12/31/2008 |           |  | Assets (Level 1) |   |           | (Level 2)         |  |   | Inputs (Level 3) | 
|                
|Assets           |  |            |           |  |                  |   |           |                   |  |   |                  |  |  |   |   | 
|Futures          |  | $          | 2,258,784 |  |                  | $ | 2,258,784 |                   |  | $ |                 |  |  | $ |  | 
|Forwards         |  |            | 644,413   |  |                  |   | 644,413   |                   |  |   |                 |  |  |   |  | 
|                 |  |            |           |  |                  |   |           |                   |  |   |                  |  |  |   |   | 
|Total assets     |  |            | 2,903,197 |  |                  |   | 2,903,197 |                   |  |   |                 |  |  |   |  | 
|                 |  |            |           |  |                  |   |           |                   |  |   |                  |  |  |   |   | 
|Total fair value |  | $          | 2,903,197 |  |                  | $ | 2,903,197 |                   |  | $ |                 |  |  | $ |  | 
|                 |  |            |           |  |                  |   |           |                   |  |   |                  |  |  |   |   | 





| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 can not 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. Because 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, credit exposure is limited. 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 short positions. 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.
    Because 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, credit exposure is limited. Realized gains (losses) and
    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 their share of the Partnerships income and
    expenses.

F-16



---



##### 





Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009












| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | g. | Subsequent Events.  In 2009, the Partnership
    adopted ASC 855, Subsequent Events (formerly,
    FAS No. 165, Subsequent Events). The
    objective of ASC 855 is to establish general standards of
    accounting for and disclosure of events that occur after the
    balance sheet date but before financial statements are issued or
    available to be issued. Management has determined that there
    were no subsequent events requiring adjustment or disclosure in
    the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | h. | Recent Accounting Pronouncements.  In January
    2010, the FASB issued Accounting Standards Update
    No. 2010-06
    (ASU
    2010-06),
    Improving Disclosures about Fair Value Measurements, which
    , among other things, amends ASC 820 to require entities to
    separately present purchases, sales, issuances, and settlements
    in their reconciliation of Level 3 fair value measurements
    (i.e. to present such items on a gross basis rather than on a
    net basis), and which clarifies existing disclosure requirements
    provided by ASC 820 regarding the level of disaggregation and
    the inputs and valuation techniques used to measure fair value
    for measurements that fall within either Level 2 or
    Level 3 of the fair value hierarchy. ASU
    2010-06 is
    effective for interim and annual periods beginning after
    December 15, 2009, except for the disclosures about
    purchases, sales, issuances, and settlements in the roll forward
    of activity in Level 3 fair value measurements (which are
    effective for fiscal years beginning after December 15,
    2010, and for interim periods within those fiscal years).
    Management is currently assessing the impact that the adoption
    of ASU
    2010-06 will
    have on the Partnerships financial statements disclosures.



No. 2010-09 2010-09),








| |    |                                                                                                                                                                                                 
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | j. | Net Income (Loss) per Redeemable Unit.  Net
    income (loss) per Redeemable Unit is calculated in accordance
    with investment company guidance. See footnote 6 for Financial
    Highlights.



|   |            
|-- | -----------
|3. | Agreements:



| |    |                               
| | -- | ------------------------------
| | a. | Limited Partnership Agreement:







| |    |                      
| | -- | ---------------------
| | b. | Management Agreement:





F-17



---



##### 





Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
















| |    |                    
| | -- | -------------------
| | c. | Customer Agreement:



give-up 30-day 3-month 90-day




|   |                        
|-- | -----------------------
|4. | Trading
    Activities:









F-18



---



##### 





Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
















|                                                            |  |                   |            |   
|----------------------------------------------------------- |  | ----------------- | ---------- | --
|Assets                                                      |  | December 31, 2009 |           
|Futures Contracts                                           |  |                   |            |   
|Currencies                                                  |  | $                 | 480,338    |   
|Energy                                                      |  |                   | 1,173,441  |   
|Grains                                                      |  |                   | 328,415    |   
|Interest Rates U.S.                                         |  |                   | 5,023      |   
|Interest Rates
    Non-U.S.                                 |  |                   | 20,069     |   
|Indices                                                     |  |                   | 1,983,702  |   
|Livestock                                                   |  |                   | 7,030      |   
|Softs                                                       |  |                   | 2,690,297  |   
|                                                            |  |                   |            |   
|Total unrealized appreciation on
    open futures contracts |  | $                 | 6,688,315  |   
|                                                            |  |                   |            |   
|Liabilities                                                 |  |                   |            |   
|Futures Contracts                                           |  |                   |            |   
|Currencies                                                  |  | $                 | (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  | * 
|                                                            |  |                   |            |   
|Assets                                                      |  |                   |            |   
|Forward Contracts                                           |  |                   |            |   
|Metals                                                      |  | $                 | 1,510,523  |   
|                                                            |  |                   |            |   
|Total unrealized appreciation on open forward contracts     |  | $                 | 1,510,523  |   
|                                                            |  |                   |            |   
|Liabilities                                                 |  |                   |            |   
|Forward Contracts                                           |  |                   |            |   
|Metals                                                      |  | $                 | (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.

F-19



---



##### 





Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009










|                            |  |              |            |    
|--------------------------- |  | ------------ | ---------- | ---
|                            |  | December 31, |           
|                            |  | 2009         |           
|                            |  | Gain (Loss)  |           
|Sector                      |  | from Trading |           
|                           
|Currencies                  |  | $            | (3,328,709 | )  
|Energy                      |  |              | (466,919   | )  
|Grains                      |  |              | (1,553,269 | )  
|Indices                     |  |              | 4,538,302  |    
|Interest Rates U.S.         |  |              | (859,153   | )  
|Interest Rates
    Non-U.S. |  |              | (1,883,874 | )  
|Livestock                   |  |              | 996,379    |    
|Metals                      |  |              | 2,647,029  |    
|Softs                       |  |              | 4,508,765  |    
|                            |  |              |            |    
|Total                       |  | $            | 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:







|                                                       |  |      |          |     |      |   |          |      |  |   |          |  
|------------------------------------------------------ |  | ---- | -------- | --- | ---- | - | -------- | ---- |  | - | -------- | -
|                                                       |  | 2009 |          |     | 2008 |   |          | 2007 | 
|                                                      
|Net realized and unrealized gains (losses)*            |  | $    | 95.04    |     |      | $ | 354.47   |      |  | $ | (767.86  | )
|Interest income                                        |  |      | 1.28     |     |      |   | 19.42    |      |  |   | 80.35    |  
|Expenses**                                             |  |      | (42.95   | )   |      |   | (43.56   | )    |  |   | (130.30  | )
|                                                       |  |      |          |     |      |   |          |      |  |   |          |  
|Increase (decrease) for the year                       |  |      | 53.37    | *** |      |   | 330.33   |      |  |   | (817.81  | )
|Net Asset Value per Redeemable Unit, beginning of year |  |      | 1,982.46 |     |      |   | 1,652.13 |      |  |   | 2,469.94 |  
|                                                       |  |      |          |     |      |   |          |      |  |   |          |  
|Net Asset Value per Redeemable Unit, end of year       |  | $    | 2,035.83 |     |      | $ | 1,982.46 |      |  | $ | 1,652.13 |  
|                                                       |  |      |          |     |      |   |          |      |  |   |          |  





|    |  |                                                                                                                                                                                                                                                  
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   |  | Includes brokerage commissions.                                                                                                                                                                                                                  
|   
|   
|**  |  | Excludes brokerage commissions.                                                                                                                                                                                                                  
|   
|   
|*** |  | The increase in the Net Asset Value per Redeemable 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 Redeemable Units throughout the year.

F-20



---



##### 





Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009






|                                                       |  |      |      |    |      |  |      |      |  |  |       |        
|------------------------------------------------------ |  | ---- | ---- | -- | ---- |  | ---- | ---- |  |  | ----- | -------
|                                                       |  | 2009 |      |    | 2008 |  |      | 2007 | 
|                                                      
|Ratios to Average Net Assets:                          |  |      |      |    |      |  |      |      |  |  |       |        
|Net investment income (loss) before incentive fees**** |  |      | (9.1 | )% |      |  | (8.1 | )%   |  |  | (5.0  | )%*****
|                                                       |  |      |      |    |      |  |      |      |  |  |       |        
|Operating expenses                                     |  |      | 9.2  | %  |      |  | 9.2  | %    |  |  | 8.8   | %***** 
|Incentive fees                                         |  |      |     | %  |      |  |     | %    |  |  | 4.2   | %      
|                                                       |  |      |      |    |      |  |      |      |  |  |       |        
|Total expenses                                         |  |      | 9.2  | %  |      |  | 9.2  | %    |  |  | 13.0  | %      
|                                                       |  |      |      |    |      |  |      |      |  |  |       |        
|Total return:                                          |  |      |      |    |      |  |      |      |  |  |       |        
|Total return before incentive fees                     |  |      | 2.7  | %  |      |  | 20.0 | %    |  |  | (29.6 | )%     
|Incentive fees                                         |  |      |     | %  |      |  |     | %    |  |  | (3.5  | )%     
|                                                       |  |      |      |    |      |  |      |      |  |  |       |        
|Total return after incentive fees                      |  |      | 2.7  | %  |      |  | 20.0 | %    |  |  | (33.1 | )%     
|                                                       |  |      |      |    |      |  |      |      |  |  |       |        





|      |  |                                                                                                                                                                                                                                                         
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|****  |  | Interest income less total expenses.                                                                                                                                                                                                                    
|     
|***** |  | Percentages are after management fee waivers. The Advisor
    voluntarily waived its monthly management fee (equal to 1/6 of
    1% (2% per year) of average net assets as of September 1,
    2007 and will remain in effect through December 31, 2007.







|   |                                
|-- | -------------------------------
|7. | Financial
    Instrument Risks:



over-the-counter










F-21



---



##### 





Tidewater Futures
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009














F-22



---



##### 



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
commissions and
clearing fees plus
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
    )
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    June 30, 2008
    
    March 31, 2008Net realized
and unrealized
trading gains
(losses) net of
brokerage
commissions and
clearing fees plus
interest income
    
    $
    13,956,861
    
    
    $
    (22,217,711
    )
    
    $
    12,217,088
    
    
    $
    10,736,988Net income (loss)
    
    $
    13,565,673
    
    
    $
    (22,590,732
    )
    
    $
    11,779,008
    
    
    $
    10,296,630Increase (decrease)
in Net Asset Value
per Unit
    
    $
    392.80
    
    
    $
    (615.07
    )
    
    $
    310.23
    
    
    $
    242.37
 F-23




---



##### 



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure .
    Item 9A(T). 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.
   Item 9B. Other Information
  19




---



##### 



PART III
 Item 10. Directors, Executive Officers and Corporate Governance .
         20




---



##### 



Item 11. Executive Compensation .
 Business
 Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Security Holder Matters .
 Security ownership of certain beneficial owners
 Security ownership of management
 Principles
of the General Partner who own Redeemable Units.
 Changes in control
 Item 13. Certain Relationship and Related Transactions .
 Business Executive Compensation
 Item 14. Principal Accountant Fees and Services .
 Audit Fees
 Deloitte
    
    $
    76,862PwC
    
    $
    76,846KPMG
    
    $
    6,876
 Audit-Related Fees
 Tax
Fees
 2009
    
    $
    20,0002008
    
    $
    16,700
 All Other Fees
   21




---



##### 



PART IV
 Item 15. Exhibits and Financial Statement Schedules .
 (a)
    
    
    (1
    )
    
    Financial Statements:Statements of Financial Condition
at December 31, 2009 and 2008.Condensed Schedules of Investments at
December 31, 2009 and 2008.Statements of Income and Expenses
for the years ended December 31, 2009, 2008 and 2007.Statements of Changes in
Partners Capital for the years ended December 31, 2009,
2008 and
2007.Notes to Financial Statements.(2
    )
    
    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 herein).(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 herein).(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 herein).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).
 22




---



##### 



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 2009 (filed as Exhibit 10.18 to the annual report on Form 10-K
filed March 31, 2009 and incorporated herein by reference).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 herein).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).
 
 The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by
referenceExhibit 31.1 
Rule 13a-14(a)/15d-14(a) Certification (Certification of President and
Director)Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial
Officer and Director)Exhibit 32.1  Section 1350 Certification (Certification of President and Director)Exhibit 32.2  Section 1350 Certification (Certification of Chief Financial Officer and
Director)
 
 23




---



##### 



SIGNATURES
  Tidewater Futures Fund L.P.By:

Ceres Managed Futures LLC(General Partner)By:
    /s/ Jerry PascucciJerry Pascucci, President & Director  /s/ Jerry Pascucci
    
    /s/ Shelley Deavitt UllmanJerry Pascucci
    
    Shelley Deavitt UllmanPresident
and DirectorCeres Managed Futures LLC
    
    DirectorCeres Managed Futures LLC/s/ Jennifer MagroJennifer MagroChief Financial Officer and Director(Principal
Accounting Officer)Ceres Managed Futures LLC/s/ Raymond Nolte
    
    /s/ Daryl DewbreyRaymond Nolte
    
    Daryl DewbreyDirectorCeres Managed Futures LLC
    
    DirectorCeres Managed Futures LLC