UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 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
    
    13-3811113(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Ceres Managed Futures LLC
522 5th Ave  14th Floor
New York, New York 10036
  (212) 296-1999
  Yes þ No o
  Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  Yes o No þ




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##### 



TIDEWATER FUTURES FUND L.P.
 FORM 10-Q
 INDEX
 PageNumberPART I  Financial Information:Item 1. Financial Statements:Statements of Financial Condition at March 31, 2011 (unaudited) and December 31, 2010
    
    
    3Condensed Schedules of Investments at March 31, 2011 (unaudited) and December 31, 2010
    
    
    4  5Statements of Income and Expenses and Changes in Partners Capital for the three
months ended March 31, 2011 and 2010 (unaudited)
    
    
    6Notes to Financial Statements (unaudited)
    
    
    7  14Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15  16Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    17  18Item 4. Controls and Procedures
    
    
    19PART II  Other Information
    
    
    20  28ExhibitsEx 31.1 CertificationEx 31.2 CertificationEx 32.1 CertificationEx 32.2 Certification
  2




---



##### 



PART I
 
 Item 1. Financial Statements
 Tidewater Futures Fund L.P.
 
 Statements of Financial Condition
 (Unaudited)March 31,
    
    
    December 31,2011
    
    
    2010Assets:Equity in trading account:Cash
    
    $
    24,562,359
    
    
    $
    25,519,706Cash margin
    
    
    10,570,341
    
    
    
    10,943,883Net unrealized appreciation on open futures contracts
    
    
    4,464,121
    
    
    
    6,452,41239,596,821
    
    
    
    42,916,001Interest receivable
    
    
    1,538
    
    
    
    2,566Total assets
    
    $
    39,598,359
    
    
    $
    42,918,567Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open forward contracts
    
    $
    361,103
    
    
    $
    56,461Accrued expenses:Brokerage fees
    
    
    163,489
    
    
    
    232,170Management fees
    
    
    64,998
    
    
    
    70,888Other
    
    
    75,194
    
    
    
    97,200Redemptions payable
    
    
    842,275
    
    
    
    789,804Total liabilities
    
    
    1,507,059
    
    
    
    1,246,523Partners Capital:General Partner, 281.2556 unit equivalents outstanding at March 31, 2011 and December 31, 2010
    
    
    633,669
    
    
    
    557,570Limited Partners, 16,625.6381 and 20,739.3934 Redeemable Units outstanding at March 31, 2011
and December 31, 2010, respectively
    
    
    37,457,631
    
    
    
    41,114,474Total partners capital
    
    
    38,091,300
    
    
    
    41,672,044Total liabilities and partners capital
    
    $
    39,598,359
    
    
    $
    42,918,567Net asset value per unit
    
    $
    2,253.00
    
    
    $
    1,982.43
  3




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##### 



Tidewater Futures Fund L.P.
 
 Condensed Schedule of Investments
March 31, 2011
(Unaudited)
 Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures
Contracts PurchasedCurrencies
    
    
    262
    
    
    $
    379,722
    
    
    
    1.00
    %Energy
    
    
    220
    
    
    
    941,734
    
    
    
    2.47Grains
    
    
    435
    
    
    
    723,122
    
    
    
    1.90Indices
    
    
    615
    
    
    
    1,136,925
    
    
    
    2.98Interest Rates U.S.
    
    
    17
    
    
    
    9,992
    
    
    
    0.03Interest Rates Non-U.S.
    
    
    358
    
    
    
    258,178
    
    
    
    0.68Livestock
    
    
    213
    
    
    
    452,042
    
    
    
    1.18Metals
    
    
    50
    
    
    
    616,510
    
    
    
    1.62Softs
    
    
    417
    
    
    
    (269,745
    )
    
    
    (0.71
    )Total futures contracts purchased
    
    
    
    
    
    
    4,248,480
    
    
    
    11.15Futures
Contracts SoldCurrencies
    
    
    254
    
    
    
    212,012
    
    
    
    0.56Interest Rates Non-U.S.
    
    
    292
    
    
    
    3,629
    
    
    
    0.01Total futures contracts sold
    
    
    
    
    
    
    215,641
    
    
    
    0.57Unrealized
Appreciation on Open Forward ContractsMetals
    
    
    61
    
    
    
    150,541
    
    
    
    0.39Total unrealized appreciation on open forward contracts
    
    
    
    
    
    
    150,541
    
    
    
    0.39Unrealized Depreciation on Open Forward ContractsMetals
    
    
    52
    
    
    
    (511,644
    )
    
    
    (1.34
    )Total unrealized depreciation on open forward contracts
    
    
    
    
    
    
    (511,644
    )
    
    
    (1.34
    )Net fair value
    
    
    
    
    
    $
    4,103,018
    
    
    
    10.77
    %
  4




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##### 



Tidewater Futures Fund L.P.
Condensed Schedule of Investments
December 31, 2010
 Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures Contracts PurchasedCurrencies
    
    
    251
    
    
    $
    672,219
    
    
    
    1.61
    %Energy
    
    
    239
    
    
    
    200,124
    
    
    
    0.48Grains
    
    
    562
    
    
    
    2,286,361
    
    
    
    5.49Indices
    
    
    782
    
    
    
    392,394
    
    
    
    0.94Interest Rates U.S.
    
    
    58
    
    
    
    (227,140
    )
    
    
    (0.54
    )Interest Rates Non-U.S.
    
    
    700
    
    
    
    (2,789
    )
    
    
    (0.01
    )Livestock
    
    
    201
    
    
    
    421,367
    
    
    
    1.01Metals
    
    
    57
    
    
    
    749,650
    
    
    
    1.80Softs
    
    
    353
    
    
    
    1,766,647
    
    
    
    4.24Total futures contracts purchased
    
    
    
    
    
    
    6,258,833
    
    
    
    15.02Futures Contracts SoldCurrencies
    
    
    238
    
    
    
    718,098
    
    
    
    1.72Indices
    
    
    2
    
    
    
    6,214
    
    
    
    0.02Interest Rates Non-U.S.
    
    
    92
    
    
    
    (14,145
    )
    
    
    (0.03
    )Softs
    
    
    259
    
    
    
    (516,588
    )
    
    
    (1.24
    )Total futures contracts sold
    
    
    
    
    
    
    193,579
    
    
    
    0.47Unrealized Appreciation on Open Forward ContractsMetals
    
    
    133
    
    
    
    1,063,713
    
    
    
    2.55Total unrealized appreciation on open forward contracts
    
    
    
    
    
    
    1,063,713
    
    
    
    2.55Unrealized Depreciation on Open Forward ContractsMetals
    
    
    121
    
    
    
    (1,120,174
    )
    
    
    (2.69
    )Total unrealized depreciation on open forward contracts
    
    
    
    
    
    
    (1,120,174
    )
    
    
    (2.69
    )Net fair value
    
    
    
    
    
    $
    6,395,951
    
    
    
    15.35
    %
  5




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##### 



Tidewater Futures Fund L.P.
 
 Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Investment Income:Interest income
    
    $
    7,678
    
    
    $
    5,450Expenses:Brokerage fees including clearing fees
    
    
    588,507
    
    
    
    777,135Management fees
    
    
    203,416
    
    
    
    226,451Other
    
    
    31,991
    
    
    
    36,698Total expenses
    
    
    823,914
    
    
    
    1,040,284Net investment income (loss)
    
    
    (816,236
    )
    
    
    (1,034,834
    )Trading Results:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts
    
    
    8,102,137
    
    
    
    112,518Change in net unrealized gains (losses) on open contracts
    
    
    (2,292,933
    )
    
    
    520,458Total trading results
    
    
    5,809,204
    
    
    
    632,976Net income (loss)
    
    
    4,992,968
    
    
    
    (401,858
    )Subscriptions- Limited Partners
    
    
    385,000
    
    
    
    125,000Redemptions- Limited Partners
    
    
    (8,958,712
    )
    
    
    (1,355,413
    )Net increase (decrease) in Partners Capital
    
    
    (3,580,744
    )
    
    
    (1,632,271
    )Partners Capital, beginning of period
    
    
    41,672,044
    
    
    
    49,728,651Partners Capital, end of period
    
    $
    38,091,300
    
    
    $
    48,096,380Net asset value per unit (16,906.8937 and 23,763.7602 units
outstanding at March 31, 2011 and 2010, respectively)
    
    $
    2,253.00
    
    
    $
    2,023.94Net income (loss) per unit *
    
    $
    270.57
    
    
    $
    (11.89
    )Weighted average units outstanding
    
    
    18,730.8949
    
    
    
    24,220.2943
 
 *
    
    Based on change in net asset value per unit.  6




---



##### 



Tidewater Futures Fund L.P.


Notes to Financial Statements
March 31, 2011
(Unaudited)
 1. General:
        7




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 2. Financial Highlights:
  Three Months EndedMarch 31,2011
    
    
    2010Net realized and unrealized gains (losses) *
    
    $
    282.89
    
    
    $
    (1.24
    )Interest income
    
    
    0.41
    
    
    
    0.23Expenses **
    
    
    (12.73
    )
    
    
    (10.88
    )Increase (decrease) for the period
    
    
    270.57
    
    
    
    (11.89
    )Net asset value per unit, beginning of period
    
    
    1,982.43
    
    
    
    2,035.83Net asset value per unit, end of period
    
    $
    2,253.00
    
    
    $
    2,023.94
 
 *
    
    Includes brokerage fees.**
    
    Excludes brokerage fees. Three Months EndedMarch 31,2011
    
    
    2010Ratios to average net assets:***Net investment income (loss) before incentive fees****
    
    
    (8.6
    )%
    
    
    (9.1
    )%Operating expenses
    
    
    8.6
    %
    
    
    9.2
    %Incentive fees
    
    
    
    %
    
    
    
    %Total expenses
    
    
    8.6
    %
    
    
    9.2
    %Total return:Total return before incentive fees
    
    
    13.6
    %
    
    
    (0.6
    )%Incentive
fees
    
    
    
    %
    
    
    
    %Total return after incentive fees
    
    
    13.6
    %
    
    
    (0.6
    )%
 
 ***
    
    Annualized (other than incentive fees).****
    
    Interest income less total expenses.  3. Trading Activities:
     8




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
  March 31, 2011AssetsFutures ContractsCurrencies
    
    $
    797,032Energy
    
    
    945,949Grains
    
    
    1,029,610Indices
    
    
    1,136,925Interest Rates U.S.
    
    
    9,992Interest Rates Non-U.S.
    
    
    284,802Livestock
    
    
    452,042Metals
    
    
    616,510Softs
    
    
    388,511Total unrealized appreciation on open futures contracts
    
    $
    5,661,373LiabilitiesFutures ContractsCurrencies
    
    $
    (205,298
    )Energy
    
    
    (4,215
    )Grains
    
    
    (306,488
    )Interest Rates Non-U.S.
    
    
    (22,995
    )Softs
    
    
    (658,256
    )Total unrealized depreciation on open futures contracts
    
    $
    (1,197,252
    )Net unrealized appreciation on open futures contracts
    
    $
    4,464,121
    *AssetsForward ContractsMetals
    
    $
    150,541Total unrealized appreciation on open forward contracts
    
    $
    150,541LiabilitiesForward ContractsMetals
    
    $
    (511,644
    )Total unrealized depreciation on open forward contracts
    
    $
    (511,644
    )Net unrealized depreciation on open forward contracts
    
    $
    (361,103
    )**
 
 *
    
    This amount is in Net unrealized appreciation on open futures contracts on the Statements
of Financial Condition.**
    
    This amount is in Net unrealized depreciation on open forward contracts on the Statements
of Financial Condition. 9




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 December 31, 2010AssetsFutures ContractsCurrencies
    
    $
    1,561,451Energy
    
    
    296,607Grains
    
    
    2,286,361Indices
    
    
    538,181Interest Rates Non-U.S.
    
    
    77,000Livestock
    
    
    421,367Metals
    
    
    749,650Softs
    
    
    1,788,112Total unrealized appreciation on open futures contracts
    
    $
    7,718,729LiabilitiesFutures ContractsCurrencies
    
    $
    (171,134
    )Energy
    
    
    (96,483
    )Indices
    
    
    (139,573
    )Interest Rates U.S.
    
    
    (227,140
    )Interest Rates Non-U.S.
    
    
    (93,934
    )Softs
    
    
    (538,053
    )Total unrealized depreciation on open futures contracts
    
    $
    (1,266,317
    )Net unrealized appreciation on open futures contracts
    
    $
    6,452,412
    *AssetsForward ContractsMetals
    
    $
    1,063,713Total unrealized appreciation on open forward contracts
    
    $
    1,063,713LiabilitiesForward ContractsMetals
    
    $
    (1,120,174
    )Total unrealized depreciation on open forward contracts
    
    $
    (1,120,174
    )Net unrealized depreciation on open forward contracts
    
    $
    (56,461
    )**
 
 *
    
    This amount is in Net unrealized appreciation on open futures contracts on the Statements
of Financial Condition.**
    
    This amount is in Net unrealized depreciation on open forward contracts on the Statements
of Financial Condition.  Three Months Ended
    
    
    Three Months EndedMarch 31, 2011
    
    
    March 31, 2010Sector
    
    Gain (loss) from trading
    
    
    Gain (loss) from tradingCurrencies
    
    $
    422,212
    
    
    $
    711,866Energy
    
    
    2,777,845
    
    
    
    639,297Grains
    
    
    198,113
    
    
    
    213,342Indices
    
    
    760,981
    
    
    
    1,117,935Interest Rates U.S.
    
    
    (101,008
    )
    
    
    187,352Interest Rates Non-U.S.
    
    
    (370,068
    )
    
    
    955,495Livestock
    
    
    632,993
    
    
    
    (328,768
    )Metals
    
    
    1,116,653
    
    
    
    1,269,239Softs
    
    
    371,483
    
    
    
    (4,132,782
    )Total
    
    $
    5,809,204
    ***
    
    $
    632,976
    ***
 
 ***
    
    This amount is in Total trading results on the Statements of Income and Expenses and
Changes in Partners Capital. 10




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 4. Fair Value Measurements:
 Partnerships Investments.
 Partnerships Fair Value Measurements.
   Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable03/31/2011
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)AssetsFutures
    
    $
    5,661,373
    
    
    $
    5,661,373
    
    
    $
    
    
    
    $
    Forwards
    
    
    150,541
    
    
    
    150,541
    
    
    
    
    
    
    
    Total assets
    
    
    5,811,914
    
    
    
    5,811,914
    
    
    
    
    
    
    
    LiabilitiesFutures
    
    
    1,197,252
    
    
    
    1,197,252
    
    
    
    
    
    
    
    Forwards
    
    
    511,644
    
    
    
    511,644
    
    
    
    
    
    
    
    Total liabilities
    
    
    1,708,896
    
    
    
    1,708,896
    
    
    
    
    
    
    
    Net fair value
    
    $
    4,103,018
    
    
    $
    4,103,018
    
    
    $
    
    
    
    $
    
 Quoted Prices inActive Markets
    
    
    Significant Other
    
    
    Significantfor Identical
    
    
    Observable Inputs
    
    
    Unobservable12/31/2010*
    
    
    Assets (Level 1)
    
    
    (Level 2)
    
    
    Inputs (Level 3)AssetsFutures
    
    $
    7,718,729
    
    
    $
    7,718,729
    
    
    $
    
    
    
    $
    Forwards
    
    
    1,063,713
    
    
    
    1,063,713
    
    
    
    
    
    
    
    Total assets
    
    
    8,782,442
    
    
    
    8,782,442
    
    
    
    
    
    
    
    LiabilitiesFutures
    
    
    1,266,317
    
    
    
    1,266,317
    
    
    
    
    
    
    
    Forwards
    
    
    1,120,174
    
    
    
    1,120,174
    
    
    
    
    
    
    
    Total liabilities
    
    
    2,386,491
    
    
    
    2,386,491
    
    
    
    
    
    
    
    Net fair value
    
    $
    6,395,951
    
    
    $
    6,395,951
    
    
    $
    
    
    
    $
    
 
 *
    
    The amounts have been reclassified from
December 31, 2010 period year financial statements to conform to
current year presentation based on new fair value guidance. 11




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
 5. Financial Instrument Risks:
       6. Critical Accounting Policies:
 Use of Estimates.
 Partnerships Investments.
 12




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##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
  Partnerships Fair Value Measurements.
   Futures Contracts.
 London Metals Exchange Forward Contracts.
 Income Taxes.
  13




---



##### 



Tidewater Futures Fund L.P.
Notes to Financial Statements
March 31, 2011
(Unaudited)
   Subsequent Events
 Net Income (Loss) per Unit
 14




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Liquidity and Capital Resources
    Critical Accounting Policies
   15




---



##### 



Results of Operations
          16




---



##### 



Item 3. Quantitative and Qualitative Disclosures about Market Risk
       17




---



##### 



March 31, 2011
 Three Months Ended March 31, 2011% of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Currencies
    
    $
    1,132,230
    
    
    
    2.97
    %
    
    $
    1,370,825
    
    
    $
    1,031,227
    
    
    $
    1,145,659Energy
    
    
    733,779
    
    
    
    1.93
    %
    
    
    733,779
    
    
    
    528,236
    
    
    
    638,266Grains
    
    
    904,200
    
    
    
    2.37
    %
    
    
    1,141,450
    
    
    
    867,500
    
    
    
    1,007,967Indices
    
    
    2,415,264
    
    
    
    6.34
    %
    
    
    2,710,265
    
    
    
    2,386,065
    
    
    
    2,563,753Interest Rates U.S.
    
    
    29,500
    
    
    
    0.08
    %
    
    
    110,500
    
    
    
    29,500
    
    
    
    57,417Interest Rates Non-U.S.
    
    
    521,150
    
    
    
    1.37
    %
    
    
    521,150
    
    
    
    507,750
    
    
    
    514,690Livestock
    
    
    265,450
    
    
    
    0.70
    %
    
    
    265,450
    
    
    
    211,600
    
    
    
    239,267Metals
    
    
    1,164,759
    
    
    
    3.06
    %
    
    
    1,316,070
    
    
    
    1,118,233
    
    
    
    1,216,476Softs
    
    
    1,208,987
    
    
    
    3.17
    %
    
    
    1,581,019
    
    
    
    1,012,825
    
    
    
    1,243,748Total
    
    $
    8,375,319
    
    
    
    21.99
    %
 
 *
    
    Average of month-end Values at Risk.  December 31, 2010
 Twelve
Months Ended December 31, 2010% of Total
    
    
    High Value
    
    
    Low Value
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    at Risk
    
    
    at Risk
    
    
    Value at Risk*Currencies
    
    $
    1,249,666
    
    
    
    3.00
    %
    
    $
    2,057,069
    
    
    $
    867,991
    
    
    $
    1,472,045Energy
    
    
    661,702
    
    
    
    1.59
    %
    
    
    1,012,471
    
    
    
    173,691
    
    
    
    554,668Grains
    
    
    1,104,950
    
    
    
    2.65
    %
    
    
    1,637,000
    
    
    
    163,960
    
    
    
    815,322Indices
    
    
    2,432,046
    
    
    
    5.84
    %
    
    
    14,744,438
    
    
    
    1,055,959
    
    
    
    3,158,056Interest Rates U.S.
    
    
    108,900
    
    
    
    0.26
    %
    
    
    196,300
    
    
    
    58,400
    
    
    
    123,815Interest Rates Non-U.S.
    
    
    697,780
    
    
    
    1.67
    %
    
    
    1,302,981
    
    
    
    634,429
    
    
    
    888,963Livestock
    
    
    208,500
    
    
    
    0.50
    %
    
    
    495,950
    
    
    
    23,373
    
    
    
    257,388Metals
    
    
    1,124,452
    
    
    
    2.70
    %
    
    
    2,458,619
    
    
    
    601,999
    
    
    
    1,466,625Softs
    
    
    1,513,817
    
    
    
    3.63
    %
    
    
    2,103,301
    
    
    
    309,772
    
    
    
    1,229,004Total
    
    $
    9,101,813
    
    
    
    21.84
    %
 
 *
    
    Average of month-end Values at Risk. 18




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Item 4. Controls and Procedures
    internal control over financial reporting
 
    
    pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Partnership;
    
    provide reasonable assurance that (i) transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and (ii) the Partnerships
receipts are handled and expenditures are made only pursuant to authorizations of the
General Partner; and
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
  19




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##### 



PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
    Mutual Funds
    FINRA Settlement
  20




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##### 



Auction Rate Securities
   Subprime Mortgage-Related Actions
    Credit Crisis Related Matters
    21




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##### 



Item 1A. Risk Factors
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    (d) Maximum Number(or Approximate(c) Total Number
    
    
    
    Dollar Value) of Sharesof Shares (or Units)
    
    
    
    (or Units) that(a) Total Number
    
    
    
    (b) Average
    
    
    
    Purchased as Part
    
    
    
    May Yet Beof Shares
    
    
    
    Price Paid per
    
    
    
    of Publicly Announced
    
    
    
    Purchased Under thePeriod
    
    
    (or Units) Purchased*
    
    
    
    Share (or Unit)**
    
    
    
    Plans or Programs
    
    
    
    Plans or ProgramsJanuary 1, 2011 - January 31, 2011
    
    
    
    3,307.0488
    
    
    
    $
    2,033.13
    
    
    
    
    N/A
    
    
    
    
    N/AFebruary 1, 2011 - February 28, 2011
    
    
    
    620.2109
    
    
    
    $
    2,245.65
    
    
    
    
    N/A
    
    
    
    
    N/AMarch 1, 2011 - March 31, 2011
    
    
    
    373.8460
    
    
    
    $
    2,253.00
    
    
    
    
    N/A
    
    
    
    
    N/A4,301.1057
    
    
    
    $
    2,082.89
 
 *
    
    Generally, limited partners are permitted to redeem their Redeemable Units as of the end of
each month on three business days  notice to the General Partner. Under certain
circumstances, the General Partner can compel redemption, although to date the General Partner
has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in
the chart above were made in the ordinary course of the Partnerships business in connection
with effecting redemptions for limited partners.**
    
    Redemptions of Redeemable Units are effected as of the last day of each month at the net
asset value per Redeemable Unit as of that day. Item 3. Defaults Upon Senior Securities  None
 Item 4. [Removed and Reserved]
 Item 5. Other Information None
 22




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##### 



Item 6. Exhibits
 3.1
    
    
    
    Second Amended and Restated Limited Partnership Agreement (filed as
Exhibit 3.2 to the general form for registration of securities on
Form 10 filed on April 30, 2007 and incorporated herein by
reference).3.2
    
    
    
    Certificate of Limited Partnership of the Partnership as filed in the
office of the Secretary of State of the State of the State of New
York (filed as Exhibit 3.1 to the general form for registration of
securities on Form 10 filed on April 30, 2007 and incorporated herein
by reference).(a)
    
    Certificate of Amendment of the Certificate of Limited Partnership as
filed in the office of the Secretary of State of the State of New
York, dated February 26, 1999 (filed as Exhibit 3.1(a) to the general
form for registration of securities on Form 10 filed on April 30,
2007 and incorporated herein by reference).(b)
    
    Certificate of Change of the Certificate of Limited Partnership as
filed in the office of the Secretary of State of the State of New
York, dated January 31, 2000 (filed as Exhibit 3.2(g) to the
quarterly report on Form 10-Q filed on November 16, 2009 and
incorporated herein by reference).(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 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).(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 May 21, 2003 (filed as Exhibit 3.2(c) to the quarterly
report on Form 10-Q filed on November 16, 2009 and incorporated
herein by reference).(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 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).(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 19, 2008 (filed as Exhibit 3.2(e) to the
quarterly report on Form 10-Q filed on November 16, 2009 and
incorporated herein by reference).(g)
    
    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).(h)
    
    Certificate of Amendment of the Certificate of Limited Partnership
dated June 30, 2010 (filed as Exhibit 3.2(h) to the Current Report on
Form 8-K filed on July 2, 2010 and incorporated herein by reference).10.1
    
    
    
    Amended and Restated Management Agreement among the Partnership, the
General Partner and Chesapeake Capital Corporation (filed as Exhibit
10.1 to the current report on Form 8-K filed on September 16, 2010
and incorporated herein by reference).10.1(a)
    
    
    
    Letter extending the Management
Agreement between the General Partner and Chesapeake Capital
Corporation (filed as Exhibit 10.1 (c) to the annual report on Form
10-K, filed March 31, 2011 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 as Exhibit 10.4 to the
quarterly report on Form 10-Q filed on November 16, 2009 and
incorporated herein by reference).10.5
    
    
    
    Joinder Agreement among Citigroup Managed Futures LLC (the former
name of the General Partner), Citigroup Global Markets Inc. and
Morgan Stanley Smith Barney LLC (filed as Exhibit 10 to the quarterly
report on Form 10-Q filed on August 14, 2009 and in corporated herein
by reference).
     23




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##### 



SIGNATURES
  TIDEWATER FUTURES FUND L.P.
By:  Ceres Managed Futures LLC
         (General Partner)By:
    /s/ Walter DavisWalter DavisPresident and DirectorDate: May 16, 2011By:
    /s/ Jennifer MagroJennifer MagroChief Financial Officer and Director

(Principal Accounting Officer)  24