##### Table of Contents



UNITED STATES
   SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM 10-Q
  (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or
    15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  For the Quarterly Period ended September 30, 2009
  OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
  
  000-52604
  TIDEWATER FUTURES FUND L.P.
    New York

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


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

Accelerated filer

Non-accelerated filer X

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




---



##### 



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


Financial Statements:Statements of Financial Condition at
    September 30, 2009 and December 31, 2008 (unaudited)

3Schedules of Investments at
    September 30, 2009 and December 31, 2008 (unaudited)

4  5Statements
 of Income and Expenses and Changes in
    Partners Capital
    for the three and nine months ended September 30, 2009 and
    2008 (unaudited)

6Notes to Financial Statements (unaudited)

7  11Item 2.


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

12  15Item 3.


Quantitative and Qualitative Disclosures about
    Market Risk

16  17Item 4.


Controls and Procedures

18PART II  Other
    Information

19  22Exhibits3.2(c)  Certificate of Amendment of the Certificate of Limited Partnership, dated May 21, 20033.2(e)  Certificate of Amendment of the Certificate of Limited Partnership, dated September 19, 20083.2(g) Certificate of Change to the Certificate of Limited Partnership, dated January 31, 2000 (filed herein).10.4    Form of Subscription Agreement31.1    Certification31.2    Certification32.1    Certification32.2    Certification    2




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##### Table of Contents



PART I  Item 1. Financial Statements
  Tidewater Futures Fund L.P.
 Statements of Financial Condition
 (Unaudited)
  September 30,
    
    
    December 31,2009
    
    
    2008Assets:Equity in trading account:Cash
    
    $
    33,407,410
    
    
    $
    58,645,296Cash margin
    
    
    12,095,217
    
    
    
    5,799,867Net unrealized appreciation on open futures contracts
    
    
    4,906,977
    
    
    
    2,258,784Net unrealized appreciation on open forward contracts
    
    
    275,193
    
    
    
    644,41350,684,797
    
    
    
    67,348,360Interest receivable
    
    
    2,017
    
    
    
    989Total assets
    
    $
    50,686,814
    
    
    $
    67,349,349Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage commissions
    
    $
    274,554
    
    
    $
    364,809Management fees
    
    
    83,827
    
    
    
    111,510Other
    
    
    116,181
    
    
    
    78,410Redemptions payable
    
    
    1,926,866
    
    
    
    1,003,563Total liabilities
    
    
    2,401,428
    
    
    
    1,558,292Partners Capital:General
Partner, 399.0301 and 1,211.0353 Unit equivalents outstanding at
September 30, 2009 and December 31, 2008, respectively
    
    
    769,561
    
    
    
    2,400,829Limited Partners, 24,637.7334 and 31,975.4734 Redeemable Units
of Limited Partnership Interest outstanding at September 30, 2009 and
December 31, 2008, respectively
    
    
    47,515,825
    
    
    
    63,390,228Total partners capital
    
    
    48,285,386
    
    
    
    65,791,057Total liabilities and partners capital
    
    $
    50,686,814
    
    
    $
    67,349,349    See
    accompanying notes to financial statements.
 3




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##### Table of Contents



Tidewater Futures Fund L.P.
    Schedule of Investments
September 30, 2009
    (Unaudited)
  Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CaptialFutures Contracts PurchasedCurrencies
    
    
    299
    
    
    $
    713,024
    
    
    
    1.48
    %Grains
    
    
    141
    
    
    
    (353,215
    )
    
    
    (0.73
    )Indices
    
    
    952
    
    
    
    1,015,685
    
    
    
    2.10Interest Rates U.S.
    
    
    63
    
    
    
    98,227
    
    
    
    0.20Interest Rates Non-U.S.
    
    
    253
    
    
    
    115,377
    
    
    
    0.24Metals
    
    
    120
    
    
    
    445,895
    
    
    
    0.92Softs
    
    
    697
    
    
    
    2,344,498
    
    
    
    4.86Total futures contracts purchased
    
    
    
    
    
    
    4,379,491
    
    
    
    9.07Futures Contracts SoldCurrencies
    
    
    170
    
    
    
    325,098
    
    
    
    0.67Grains
    
    
    581
    
    
    
    340,332
    
    
    
    0.70Interest
Rates Non-U.S.
    
    
    55
    
    
    
    12,234
    
    
    
    0.03Livestock
    
    
    208
    
    
    
    (130,358
    )
    
    
    (0.27
    )Softs
    
    
    47
    
    
    
    (19,820
    )
    
    
    (0.04
    )Total futures contracts sold
    
    
    
    
    
    
    527,486
    
    
    
    1.09Unrealized Appreciation on Open
Forward ContractsMetals
    
    
    136
    
    
    
    520,763
    
    
    
    1.08Total unrealized appreciation on
open forward contracts
    
    
    
    
    
    
    520,763
    
    
    
    1.08Unrealized Depreciation on Open
Forward ContractsMetals
    
    
    30
    
    
    
    (245,570
    )
    
    
    (0.51
    )Total unrealized depreciation on
open forward contracts
    
    
    
    
    
    
    (245,570
    )
    
    
    (0.51
    )Total fair value
    
    
    
    
    
    $
    5,182,170
    
    
    
    10.73
    %
   See
    accompanying notes to financial statements.
 4




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##### Table of Contents



Tidewater Futures Fund L.P.
    Schedule of Investments
December 31, 2008
    (Unaudited)  Number of
    
    



% of PartnersContracts
    
    
Fair Value


CapitalFutures Contracts PurchasedCurrencies

    
    190
    
    

605,160



0.92
%Indices

    
    48
    
    

(302,440
)


(0.46
)Interest Rates U.S.

    
    147
    
    

857,850



1.30Interest Rates Non-U.S.

    
    652
    
    

1,461,810



2.22Softs

    
    94
    
    

210,311



0.32Total futures contracts purchased

    
    
    
    

2,832,691



4.30Futures Contracts SoldCurrencies

    
    231
    
    

(639,074
)


(0.97
)Livestock

    
    223
    
    

404,060



0.61Metals

    
    4
    
    

(24,800
)


(0.03
)Softs

    
    279
    
    

(314,093
)


(0.48
)Total futures contracts sold

    
    
    
    

(573,907
)


(0.87
)Unrealized Appreciation on Open Forward ContractsMetals

    
    59
    
    

650,419



0.99Total unrealized appreciation on open forward contracts

    
    
    
    

650,419



0.99Unrealized Depreciation on Open Forward ContractsMetals

    
    1
    
    

(6,006
)


(0.01
)Total unrealized depreciation on open forward contracts

    
    
    
    

(6,006
)


(0.01
)Total fair value

    
    
    
    
$
2,903,197



4.41
%     5




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##### Table of Contents



Tidewater Futures Fund L.P.
    Statements of Income and Expenses and Changes in Partners Capital
    (Unaudited)  Three Months Ended
    
    
      Nine Months EndedSeptember
        30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Income:Net gains (losses) on trading of commodity
interests:Net realized gains (losses) on closed contracts
    
    $
    1,745,776
    
    
    $
    (14,776,024
    )
    
    $
    (1,352,059
    )
    
    $
    7,366,901Change in net unrealized gains (losses) on open
contracts
    
    
    5,330,655
    
    
    
    (6,574,197
    )
    
    
    2,278,973
    
    
    
      (3,670,558
    )Gain (loss) from trading, net
    
    
    7,076,431
    
    
    
    (21,350,221
    )
    
    
    926,914
    
    
    
    3,696,343Interest income
    
    
    10,484
    
    
    
    200,748
    
    
    
    35,558
    
    
    
      738,227Total income (loss)
    
    
    7,086,915
    
    
    
    (21,149,473
    )
    
    
    962,472
    
    
    
      4,434,570Expenses:Brokerage commissions including clearing fees
    
    
    814,490
    
    
    
      1,068,238
    
    
    
    2,770,893
    
    
    
      3,698,205Management fees
    
    
    245,320
    
    
    
    319,076
    
    
    
    837,100
    
    
    
      1,100,375Other
    
    
      
    
    
    
      53,945
    
    
    
    189,375
    
    
    
      151,084Total expenses
    
    
    1,059,810
    
    
    
      1,441,259
    
    
    
      3,797,368
    
    
    
      4,949,664Net income (loss)
    
    
    6,027,105
    
    
    
      (22,590,732
    )
    
    
    (2,834,896
    )
    
    
    (515,094
    )Additions  Limited Partners
    
    
    105,000
    
    
    
      275,000
    
    
    
    2,333,000
    
    
    
      6,990,000Additions  General Partner
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    886,660Redemptions  Limited Partners
    
    
    (5,878,288
    )
    
    
    (4,264,376
    )
    
    
      (15,517,651
    )
    
    
    (17,312,836
    )Redemptions  General Partner
    
    
    
    
    
    
    
    
    
    
    (1,486,124
    )
    
    
    Net increase (decrease) in Partners Capital
    
    
    253,817
    
    
    
      (26,580,108
    )
    
    
    (17,505,671
    )
    
    
    (9,951,270
    )Partners Capital, beginning of period
    
    
    48,031,569
    
    
    
    82,600,913
    
    
    
    65,791,057
    
    
    
    65,972,075Partners Capital, end of period
    
    $
    48,285,386
    
    
    $
      56,020,805
    
    
    $
      48,285,386
    
    
    $
      56,020,805Net Asset Value per Unit
          (25,036.7635 and 35,240.6785 Units outstanding at September 30, 2009
          and 2008, respectively)
    
    $
    1,928.58
    
    
    $
      1,589.66
    
    
    $
    1,928.58
    
    
    $
      1,589.66Net income (loss) per Redeemable Unit of Limited
Partnership Interest and General Partner Unit equivalent
    
    $
    227.55
    
    
    $
      (615.07
    )
    
    $
    (53.88
    )
    
    $
    (62.47
    )Weighted average units outstanding
    
    
    27,158.9457
    
    
    
    36,498.9265
    
    
    
    30,257.5470
    
    
    
    38,866.4227    See
    accompanying notes to financial statements.
 6




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##### Table of Contents



Tidewater Futures Fund L.P.Notes to Financial StatementsSeptember 30, 2009
    (Unaudited)
  1.
    General:        Form 10-K
   105-10,
     7




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##### Table of Contents



Tidewater Futures Fund L.P.
    Notes to Financial Statements
    September 30, 2009
    (Unaudited)
   2.
    Financial
    Highlights:   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net realized and unrealized gains (losses) *
    
    $
    236.23
    
    
    $
    (610.34
    )
    
    $
    (21.58
    )
    
    $
    (49.15
    )Interest income
    
    
    0.38
    
    
    
    5.48
    
    
    
    1.18
    
    
    
    18.86Expenses **
    
    
    (9.06
    )
    
    
    (10.21
    )
    
    
    (33.48
    )
    
    
    (32.18
    )Increase
(decrease) for the period
    
    
    227.55
    
    
    
    (615.07
    )
    
    
    (53.88
    )
    
    
    (62.47
    )Net Asset Value per Redeemable Unit, beginning of period
    
    
    1,701.03
    
    
    
    2,204.73
    
    
    
    1,982.46
    
    
    
    1,652.13Net Asset Value per Redeemable Unit, end of period
    
    $
    1,928.58
    
    
    $
    1,589.66
    
    
    $
    1,928.58
    
    
    $
    1,589.66
 
 *
    
    Includes brokerage commissions**
    
    Excludes brokerage commissions   Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008Ratios to Average Net Assets:***Net investment income (loss) before incentive fees****
    
    
    (8.8
    )%
    
    
    (7.3
    )%
    
    
    (9.3
    )%
    
    
    (7.9
    )%Operating
expenses
    
    
    8.9
    %
    
    
    8.5
    %
    
    
    9.3
    %
    
    
    9.3
    %Incentive fees
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Total expenses
    
    
    8.9
    %
    
    
    8.5
    %
    
    
    9.3
    %
    
    
    9.3
    %Total return:Total return before incentive fees
    
    
    13.4
    %
    
    
    (27.9
    )%
    
    
    (2.7
    )%
    
    
    (3.8
    )%Incentive fees
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    
    %Total return after incentive fees
    
    
    13.4
    %
    
    
    (27.9
    )%
    
    
    (2.7
    )%
    
    
    (3.8
    )%
   ***
    
    Annualized (other than incentive fee)****
    
    Interest income less total expenses    3.
    Trading
    Activities:
 8




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##### Table of Contents



Assets
    

September
30, 2009
    
    
    Assets
    


September
30, 2009Futures
Contracts
    
    
    
    
    
    Forward
ContractsCurrencies
    
    $
    1,145,220
    
    
    Metals
    
    $
    520,763Grains
    
    
    354,644Indices
    
    
    1,088,180Interest Rates U.S.
    
    
    98,227Interest Rates Non-U.S.
    
    
    141,241Livestock
    
    
    21,940Metals
    
    
    464,855Softs
    
    
    2,380,888Total unrealized appreciation 
on
open futures contracts
    
    $
    5,695,195
    
    
    Total unrealized appreciation 
on
open forward contracts
    
    $
    520,763Liabilities
    
    
    
    
    
    LiabilitiesFutures
Contracts
    
    
    
    
    
    Forward
ContractsCurrencies
    
    $
    (107,099
    )
    
    Metals
    
    $
    (245,570
    )Grains
    
    
    (367,527
    )Indices
    
    
    (72,495
    )Interest Rates Non-U.S.
    
    
    (13,629
    )Livestock
    
    
    (152,298
    )Metals
    
    
    (18,960
    )Softs
    
    
    (56,210
    )Total unrealized depreciation 
on
open futures contracts
    
    $
    (788,218
    )
    
    Total unrealized depreciation 
on
open forward contracts
    
    $
    (245,570
    )Net unrealized appreciation 
on
open futures contracts
    
    $
    4,906,977
    *
    
    Net unrealized appreciation 
on
open forward contracts
    
    $
    275,193
    **
 
 *
    
    This amount is included in Net unrealized appreciation on open futures contracts on the
Statements of Financial Condition.**
    
    This amount is included in Net unrealized appreciation on open forward contracts on the
Statements of Financial Condition.   Three months ended
    
    
    Nine months endedSeptember 30, 2009
    
    
    September 30, 2009Sector
    
    Gain (loss) from trading
    
    
    Gain (loss) from tradingCurrencies
    
    $
    154,967
    
    
    $
    (3,485,196
    )Energy
    
    
    
    
    
    
    (5,500
    )Grains
    
    
    (6,466
    )
    
    
    (58,078
    )Indices
    
    
    1,920,398
    
    
    
    1,747,786Interest Rates U.S.
    
    
    192,319
    
    
    
    (710,496
    )Interest Rates Non-U.S.
    
    
    140,232
    
    
    
    (1,411,148
    )Livestock
    
    
    226,172
    
    
    
    1,211,792Metals
    
    
    571,541
    
    
    
    297,239Softs
    
    
    3,877,268
    
    
    
    3,340,515Total
    
    $
    7,076,431
    
    
    $
    926,914
 9




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##### Table of Contents



Tidewater Futures Fund L.P.
    Notes to Financial Statements
    September 30, 2009    (Unaudited)
 4.
    Fair
    Value Measurements:  Investments.
  Fair Value Measurements.
    Quoted Prices inActive Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable9/30/2009


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
4,906,977


$
4,906,977


$



$
Forwards


275,193



275,193







Total assets


5,182,170



5,182,170







Total fair value

$
5,182,170


$
5,182,170


$



$
  Quoted Prices inActive Markets


Significant Other


Significantfor Identical


Observable Inputs


Unobservable12/31/2008


Assets (Level 1)


(Level 2)


Inputs (Level 3)AssetsFutures

$
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


$



$
  10




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##### Table of Contents



Tidewater Futures Fund L.P.
    Notes to Financial Statements
    September 30, 2009    (Unaudited)
  5.
    Financial
    Instrument Risks:       11




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  Liquidity
    and Capital Resources
        Critical
    Accounting Policies
  Use of Estimates.
  Statement of Cash Flows.
 Investments.
 Fair Value Measurements.
 12




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##### Table of Contents



Futures
Contracts.
 London
Metals Exchange Forward Contracts.
 Income
Taxes.
   Recent Accounting Pronouncements.
 Subsequent Events.
 13




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##### Table of Contents



Results
    of Operations
          30-day 3-month and/or
 14




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##### Table of Contents



90-day
         15




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk            one-day
 16




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##### Table of Contents



Form 10-K
  September 30,
    2009
    (Unaudited)
  Three Months Ended September 30, 2009% of Total


High


Low


AverageMarket Sector
    
    Value at Risk
    
    Capitalization
    
    Value at Risk
    
    Value at Risk
    
    Value at Risk*Currencies
    
    $
    1,340,056
    
    
    
    2.77
    %
    
    $
    1,644,491
    
    
    $
    981,058
    
    
    $
    1,258,026Grains
    
    
    1,596,530
    
    
    
    3.31
    %
    
    
    1,773,405
    
    
    
    445,435
    
    
    
    807,207Interest Rates U.S.
    
    
    114,210
    
    
    
    0.24
    %
    
    
    119,664
    
    
    
    113,454
    
    
    
    115,959Interest Rates Non-U.S.
    
    
    672,396
    
    
    
    1.39
    %
    
    
    693,986
    
    
    
    368,305
    
    
    
    521,028Livestock
    
    
    252,518
    
    
    
    0.52
    %
    
    
    252,518
    
    
    
    182,588
    
    
    
    202,585Metals
    
    
    1,726,777
    
    
    
    3.58
    %
    
    
    1,726,777
    
    
    
    491,493
    
    
    
    1,134,733Softs
    
    
    1,805,883
    
    
    
    3.74
    %
    
    
    1,820,696
    
    
    
    818,113
    
    
    
    1,306,147Indices
    
    
    4,423,057
    
    
    
    9.16
    %
    
    
    4,480,840
    
    
    
    115,891
    
    
    
    1,702,012Total
    
    $
    11,931,427
    
    
    
    24.71
    %   *
    
    Average of month-end Values at Risk 17




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##### Table of Contents



Item 4.
    Controls
    and Procedures      Rules 13a-15(e) 15d-15(e)
  internal control over financial
    reporting
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the Partnership;
    provide reasonable assurance that (i) transactions are
    recorded as necessary to permit preparation of financial
    statements in accordance with GAAP, and (ii) the Partnerships
    receipts are handled and expenditures are made only pursuant to
    authorizations of the General Partner; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Partnerships assets that could have a material effect on
    the financial statements.   18




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##### Table of Contents



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Subprime Mortgage-Related Litigation
 Asher, et al. v. Citigroup Inc., et al. Pellegrini v. Citigroup Inc.,
et al. In re Citigroup Inc. Bond Litigation
 Utah Retirement Systems v. Strauss, et al.
 In Re American Home Mortgage Securities Litigation
 In Re American International Group, Inc. 2008 Securities
Litigation
 Auction Rate SecuritiesRelated Litigation and Other Matters
 K-V Pharmaceutical Co. v. CGMI In Re Citigroup Auction Rate Securities Litigation
 In Re Citigroup Auction Rate Securities Litigation
 Ocwen Financial
Corp., et al. v. CGMI In Re Citigroup Auction Rate Securities Litigation
 Other Matters
 ECA
Acquisitions, Inc., et al. v. MAT Three LLC, et al.
 Adelphia Communications Corporation
  IPO Securities Litigation
  Other Matters
 Terra Securities Asa
Konkursbo, et al. v. Citigroup Inc., et al
 19




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##### Table of Contents



Item 1A.
    Risk
    Factors    Speculative position and trading limits may reduce profitability.
  Regulatory changes could restrict the Partnerships operations.
  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 ProgramsJuly 1, 2009 - 
July 31, 2009



1,091.4946



$
1,692.53




N/A




N/AAugust 1, 2009 - 
August 31, 2009



1,169.4282



$
1,799.20




N/A




N/ASeptember 1, 2009 - 
September 30, 2009



999.1113



$
1,928.58




N/A




N/A3,260.0341



$
1,803.14   *
    
    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 but to
    date the General Partner has not exercised this right. Purchases
    of Redeemable Units by the Partnership reflected in the chart
    above were made in the ordinary course of the Partnerships
    business in connection with effecting redemptions for Limited
    Partners.**
    
    Redemptions of Redeemable Units are effected as of the last day
    of each month at the Net Asset Value per Redeemable Unit as of
    that day.  Item 3.
    Defaults
    Upon Senior Securities  None  Item 4.
    Submission
    of Matters to a Vote of Security Holders 
    None  Item 5.
    Other
    Information  None 20




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##### Table of Contents



Item 6.
    Exhibits 3.1
    
    Second Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.2
to the general form for registration of securities on Form 10 filed on April 30, 2007
and incorporated herein by reference).3.2
    
    Certificate of Limited Partnership of the Partnership as filed in the office of
the Secretary of State of the State of the State of New York (filed as Exhibit 3.1 to
the general form for registration of securities on Form 10 filed on April 30, 2007 and
incorporated herein by reference).(a)
    
    Certificate of Amendment of the Certificate of Limited
Partnership as filed in the office of the Secretary of State of the State of New
York, dated February 26, 1999 (filed as Exhibit 3.1(a) to the general form for
registration of securities on Form 10 filed on April 30, 2007 and incorporated
herein by reference).(b)
    
    Certificate of Amendment of the Certificate of Limited
Partnership as filed in the office of the Secretary of State of the State of New
York, dated April 1, 2001 (filed as Exhibit 3.1(b) to the general form for
registration of securities on Form 10 filed on April 30, 2007 and incorporated
herein by reference).(c)
    
    Certificate of Amendment of the Certificate of Limited
Partnership as filed in the office of the Secretary of State of the State of New
York, dated May 21, 2003 (filed 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).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).
     21




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##### Table of Contents



SIGNATURES
     TIDEWATER FUTURES
    FUND L.P.
   By:

Ceres Managed Futures LLC(General Partner)By:

/s/ Jerry PascucciJerry Pascucci 
    President and DirectorDate:

November 16, 2009By:

/s/ Jennifer MagroJennifer Magro
    Chief Financial Officer and Director


(Principal Accounting Officer)Date:

November 16, 2009  22