10-Q

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

For the transition period from                 to                .

Commission File Number 000-52604

TIDEWATER FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)

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 59^th Street — 10^th Floor

New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212) 559-2011

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X    No   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes       No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     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

As of October 31, 2009, 24,659.7738 Limited Partnership Redeemable Units were outstanding.

TIDEWATER FUTURES FUND L.P.

FORM 10-Q

INDEX

			Page
			Number
PART I — Financial Information:
	Item 1.	Financial Statements:
		Statements of Financial Condition at September 30, 2009 and December 31, 2008 (unaudited)	3
		Schedules of Investments at September 30, 2009 and December 31, 2008 (unaudited)	4 – 5
		Statements of Income and Expenses and Changes in Partners’ Capital for the three and nine months ended September 30, 2009 and 2008 (unaudited)	6
		Notes to Financial Statements (unaudited)	7 – 11
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12 – 15
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16 – 17
	Item 4.	Controls and Procedures	18
PART II — Other Information			19 – 22
Exhibits
3.2(c) Certificate of Amendment of the Certificate of Limited Partnership, dated May 21, 2003
3.2(e) Certificate of Amendment of the Certificate of Limited Partnership, dated September 19, 2008
3.2(g) Certificate of Change to the Certificate of Limited Partnership, dated January 31, 2000 (filed herein).
10.4 Form of Subscription Agreement
31.1 Certification
31.2 Certification
32.1 Certification
32.2 Certification

2

PART I

Item 1. Financial Statements

Tidewater Futures Fund L.P.

Statements of Financial Condition

(Unaudited)

	September 30,		December 31,
	2009		2008
Assets:
Equity in trading account:
Cash	$	33,407,410	$	58,645,296
Cash margin		12,095,217		5,799,867
Net unrealized appreciation on open futures contracts		4,906,977		2,258,784
Net unrealized appreciation on open forward contracts		275,193		644,413
		50,684,797		67,348,360
Interest receivable		2,017		989
Total assets	$	50,686,814	$	67,349,349
Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Brokerage commissions	$	274,554	$	364,809
Management fees		83,827		111,510
Other		116,181		78,410
Redemptions payable		1,926,866		1,003,563
Total liabilities		2,401,428		1,558,292
Partners’ Capital:
General Partner, 399.0301 and 1,211.0353 Unit equivalents outstanding at September 30, 2009 and December 31, 2008, respectively		769,561		2,400,829
Limited 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		63,390,228
Total partners’ capital		48,285,386		65,791,057
Total liabilities and partners’ capital	$	50,686,814	$	67,349,349

See accompanying notes to financial statements.

3

Tidewater Futures Fund L.P.
Schedule of Investments
September 30, 2009
(Unaudited)

	Number of					% of Partners’
	Contracts		Fair Value			Captial
Futures Contracts Purchased
Currencies		299	$	713,024			1.48	%
Grains		141		(353,215	)		(0.73	)
Indices		952		1,015,685			2.10
Interest Rates U.S.		63		98,227			0.20
Interest Rates Non-U.S.		253		115,377			0.24
Metals		120		445,895			0.92
Softs		697		2,344,498			4.86
Total futures contracts purchased				4,379,491			9.07
Futures Contracts Sold
Currencies		170		325,098			0.67
Grains		581		340,332			0.70
Interest Rates Non-U.S.		55		12,234			0.03
Livestock		208		(130,358	)		(0.27	)
Softs		47		(19,820	)		(0.04	)
Total futures contracts sold				527,486			1.09
Unrealized Appreciation on Open Forward Contracts
Metals		136		520,763			1.08
Total unrealized appreciation on open forward contracts				520,763			1.08
Unrealized Depreciation on Open Forward Contracts
Metals		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

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

	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.

5

Tidewater Futures Fund L.P.
Statements of Income and Expenses and Changes in Partners’ Capital
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Income:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed contracts	$	1,745,776		$	(14,776,024	)	$	(1,352,059	)	$	7,366,901
Change 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			3,696,343
Interest income		10,484			200,748			35,558			738,227
Total income (loss)		7,086,915			(21,149,473	)		962,472			4,434,570
Expenses:
Brokerage commissions including clearing fees		814,490			1,068,238			2,770,893			3,698,205
Management fees		245,320			319,076			837,100			1,100,375
Other		—			53,945			189,375			151,084
Total expenses		1,059,810			1,441,259			3,797,368			4,949,664
Net income (loss)		6,027,105			(22,590,732	)		(2,834,896	)		(515,094	)
Additions — Limited Partners		105,000			275,000			2,333,000			6,990,000
Additions — General Partner		—			—			—			886,660
Redemptions — 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			65,972,075
Partners’ Capital, end of period	$	48,285,386		$	56,020,805		$	48,285,386		$	56,020,805
Net 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		$	1,589.66
Net 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

Tidewater Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)

1.   General:

Tidewater Futures Fund L.P. (formerly, Smith Barney Tidewater Futures Fund L.P.) (the “Partnership”) is a limited partnership which was organized on February 23, 1995 under the partnership laws of the State of New York to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options, swaps and forward contracts. The sectors traded include currencies, energy, grains, indices, U.S. and non-U.S. interest rates, livestock, lumber, metals and softs. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership privately and continuously offers up to 150,000 redeemable units of Limited Partnership Interest (“Redeemable Units”) in the Partnership to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership.

Ceres Managed Futures LLC (formerly Citigroup Managed Futures LLC), a Delaware limited liability company, acts as the general partner (the “General Partner”) and commodity pool operator of the Partnership. The General Partner is wholly owned by Morgan Stanley Smith Barney Holdings LLC (“MSSB Holdings”), a newly registered non-clearing futures commission merchant and a member of the National Futures Association. Morgan Stanley, indirectly through various subsidiaries, owns 51% of MSSB Holdings. Citigroup Global Markets Inc. (“CGM”), the commodity broker and a selling agent for the Partnership, owns 49% of MSSB Holdings. Citigroup Inc. (“Citigroup”), indirectly through various subsidiaries, wholly owns CGM. Prior to July 31, 2009, the date as of which MSSB Holdings became its owner, the General Partner was wholly owned by Citigroup Financial Products Inc., a wholly owned subsidiary of Citigroup Global Markets Holdings Inc., the sole owner of which is Citigroup.

As of September 30, 2009, all trading decisions for the Partnership are made by Chesapeake Capital Corporation (the “Advisor”).

The General Partner and each Limited Partner share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of their initial capital contribution and profits, if any, net of distributions.

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at September 30, 2009 and December 31, 2008, and the results of its operations and changes in partners’ capital for the three and nine months ended September 30, 2009 and 2008. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2008.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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 November 16, 2009, which is the date the financial statements were issued. As a result, actual results could differ from these estimates.

On July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, also known as FASB Accounting Standards Codification (“ASC”) 105-10, “Generally Accepted Accounting Principles” (“ASC 105-10”) (the “Codification”). ASC 105-10 established the exclusive authoritative reference for U.S. GAAP for use in financial statements except for SEC rules and interpretive releases, which are also authoritative GAAP for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. Codification became the single source of authoritative accounting principles generally accepted in the United States and applies to all financial statements issued after September 15, 2009.

The Partnership is not required not to provide a Statement of Cash Flows as permitted by ASC 230-10 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”).

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

7

Tidewater Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)

2.   Financial Highlights:

Changes in the Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and nine months ended September 30, 2009 and 2008 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net realized and unrealized gains (losses) *	$	236.23		$	(610.34	)	$	(21.58	)	$	(49.15	)
Interest income		0.38			5.48			1.18			18.86
Expenses **		(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			1,652.13
Net 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 Ended
	September 30,						September 30,
	2009			2008			2009			2008
Ratios 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

The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.

3.   Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses and Changes in Partners’ Capital.

The customer agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures and forward contracts. The Partnership nets, for financial reporting purposes, the unrealized gains and losses on open futures and forward contracts on the Statements of Financial Condition as the criteria under ASC 210-20 Balance Sheet (formerly, FIN No. 39 “Offsetting of Amounts Related to Certain Contracts”) have been met.

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair values for the nine and twelve months ended September 30, 2009 and December 31, 2008, based on a monthly calculation, were $698,321 and $3,387,675 respectively. The fair values of these commodity interests, including options thereon, if applicable, at September 30, 2009 and December 31, 2008, were $5,182,170 and $2,903,197, respectively. Fair values for exchange-traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on other measures of fair value deemed appropriate by the General Partner.

Brokerage commissions are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions.

8

The Partnership adopted ASC 815-10, Derivatives and Hedging (formerly, FAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”) as of January 1, 2009 which requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. ASC 815-10 only expands the disclosure requirements for derivative instruments and related hedging activities and has no impact on the Statements of Financial Condition or Statements of Income and Expenses and Changes in Partners’ Capital. The contracts outstanding at the period ended September 30, 2009, are indicative of volume traded during the period. See the Schedule of Investments. The following table indicates the fair values of derivative instruments of futures and forward contracts as separate assets and liabilities.

Assets	September 30, 2009			Assets	September 30, 2009
Futures Contracts				Forward Contracts
Currencies	$	1,145,220		Metals	$	520,763
Grains		354,644
Indices		1,088,180
Interest Rates U.S.		98,227
Interest Rates Non-U.S.		141,241
Livestock		21,940
Metals		464,855
Softs		2,380,888
Total unrealized appreciation on open futures contracts	$	5,695,195		Total unrealized appreciation on open forward contracts	$	520,763
Liabilities				Liabilities
Futures Contracts				Forward Contracts
Currencies	$	(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.

          The following table indicates the trading gains and losses, by market sector, on derivative instruments for the three and nine months ended September 30, 2009.

	Three months ended			Nine months ended
	September 30, 2009			September 30, 2009
Sector	Gain (loss) from trading			Gain (loss) from trading
Currencies	$	154,967		$	(3,485,196	)
Energy		—			(5,500	)
Grains		(6,466	)		(58,078	)
Indices		1,920,398			1,747,786
Interest Rates U.S.		192,319			(710,496	)
Interest Rates Non-U.S.		140,232			(1,411,148	)
Livestock		226,172			1,211,792
Metals		571,541			297,239
Softs		3,877,268			3,340,515
Total	$	7,076,431		$	926,914

9

Tidewater Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)

4.   Fair Value Measurements:

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 and Changes in Partners’ Capital.

Fair Value Measurements.  The Partnership adopted ASC 820-10 Fair Value Measurements and Disclosures (formerly, FAS No. 157, “Fair Value Measurements”) as of January 1, 2008 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership did not apply the deferral allowed by ASC 820-10, for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.

The Partnership considers prices for exchange traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non exchange traded forwards, swaps and certain options contracts for which market quotations are not readily available, are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). As of and for the periods ended September 30, 2009 and December 31, 2008, the Partnership did not hold any derivative instruments for which market quotations are not readily available, are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2 ) or that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

			Quoted Prices in
			Active Markets		Significant Other		Significant
			for Identical		Observable Inputs		Unobservable
	9/30/2009		Assets (Level 1)		(Level 2)		Inputs (Level 3)
Assets
Futures	$	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 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	$	—	$	—

10

Tidewater Futures Fund L.P.
Notes to Financial Statements
September 30, 2009
(Unaudited)

5.   Financial Instrument Risks:

           In the normal course of business, the Partnership is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures, options and swaps, whose values are based upon an underlying asset, index or reference rate, and generally represent future commitments to exchange currencies or cash balances, or to purchase or sell other financial instruments at specified terms on specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (“OTC”). Exchange traded instruments are standardized and include futures and certain forwards and option contracts. OTC contracts are negotiated between contracting parties and include swaps and certain forwards and option contracts. Each of these instruments is subject to various risks similar to those relating to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

          Market risk is the potential for changes in the value of the financial instruments traded by the Partnership due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

          Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Partnership’s risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership has credit risk and concentration risk as the sole counterparty or broker with respect to the Partnership’s assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, the Partnership’s counterparty is an exchange or clearing organization.

          The General Partner monitors and controls the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of the inception date. However, due to the nature of the Partnership’s business, these instruments may not be held to maturity.

11

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its only assets are its equity in its trading account, consisting of cash, net unrealized appreciation on open futures contracts, net unrealized appreciation on open forward contracts and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a material decrease in liquidity, no such losses occurred in the third quarter of 2009.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by realized and/or unrealized gains or losses on trading, expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the nine months ended September 30, 2009, Partnership capital decreased 26.6% from $65,791,057 to $48,285,386. This decrease was attributable to the net loss from operations of $2,834,896 coupled with the redemption of 8,596.8189 Redeemable Units of Limited Partnership Interest totaling $15,517,651 and 812.0052 General Partner Unit equivalents totaling $1,486,124, which was partially offset by the addition of 1,259.0789 Redeemable Units of Limited Partnership totaling $2,333,000. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

          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. As a result, actual results could differ from these estimates.

Statement of Cash Flows. The Partnership is not required to provide a Statement of Cash Flows as permitted by ASC-230-10.

          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 and Changes in Partners’ Capital.

          Fair Value Measurements. The Partnership adopted ASC-820-10 as of January 1, 2008 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership did not apply the deferral allowed ASC-820-10 for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.

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          The Partnership considers prices for exchange traded commodity futures, forwards and options contracts to be based on unadjusted quoted prices in active markets for identical assets (Level 1). The values of non exchange traded forwards, swaps and certain options contracts for which market quotations are not readily available, are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). As of and for the period ended September 30, 2009, the Partnership did not hold any derivative instruments for which market quotations are not readily available, are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2) or that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

          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 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 contracts, 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 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 and Changes in Partners’ Capital.

          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 and Changes in Partners’ Capital.

          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.

          In 2007, the Partnership adopted ASC 740-10 Income Taxes (formerly, FAS No. 48, “Accounting for uncertainty in Income taxes”). ASC 740-10 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740-10 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The General Partner has continued to evaluate the application of ASC 740-10 and has concluded that the adoption of ASC 740-10 had no impact on the operations of the Partnership for the nine months ended September 30, 2009 and that no provision for income tax is required in the Partnership’s financial statements.

          The following are the major tax jurisdictions for the Partnership and the earliest tax year subject to examination: United States – 2005.

          Recent Accounting Pronouncements. In 2009, the Partnership adopted ASC 820-10-65 Fair Value Measurements (formerly, FAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”). ASC 820-10-65 reaffirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. ASC 820-10-65 also reaffirms the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. The application of ASC 820-10-65 is required for interim and annual reporting periods ending after June 15, 2009. Management has concluded that based on available information in the marketplace, there has not been a decrease in the volume and level of activity in the Partnership’s Level 2 assets and liabilities. The adoption of ASC 820-10-65 had no effect on the Partnership’s Financial Statements.

          Subsequent Events. In 2009, the Partnership adopted ASC 855-10 Subsequent Events (formerly, FAS No. 165 “Subsequent Events”). The objective of ASC 855-10 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.

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Results of Operations

During the Partnership’s third quarter of 2009, the Net Asset Value per Redeemable Unit increased 13.4% from $1,701.03 to $1,928.58 as compared to a decrease of 27.9% in the third quarter of 2008. The Partnership experienced a net trading gain before brokerage commissions and related fees in the third quarter of 2009 of $7,076,431. Gains were attributable to the trading of commodity futures in currencies, U.S. and non-U.S. interest rates, livestock, metals, softs and indices and were slightly offset by losses in grains. The Partnership experienced a net trading loss before brokerage commissions and related fees in the third quarter of 2008 of $21,350,221. Losses were primarily attributable to the trading of commodity futures in currencies, energy, grains, non-U.S. interest rates, metals and softs and were partially offset by gains in U.S. interest rates, livestock and indices.

     The third quarter of 2009 presented a challenging trading environment with mixed technical signals across the markets. While the broad trends indicated that most economies and markets were recovering, some trends were not well established to be profitable. The Partnership was profitable in currencies, interest rates, livestock, metals, soft commodities and stock indices while modest losses were captured in grains.

     In currencies, modest gains were registered from trading the Australian dollar, Japanese yen and some emerging market currencies and were partially offset by losses in the Canadian dollar, Euro and some cross currency pairs. In interest rates, the Partnership was profitable in both the U.S. and non-U.S. bonds. Most of the gains were recorded in the longer-term maturity bonds which tend to be less influenced by government monetary policies. Central reserve banks of most developed economies seemed to be in a dilemma, balancing the future inflationary expectations with the current fragile condition of the economies. In livestock, the Partnership was profitable from trading of cattle and lean hogs. In metals, most industrial and precious metals established firm bullish trends that began in early 2009. The Partnership capitalized on these trends and registered strong gains. In soft commodities, strong gains were captured in sugar as the prices jumped on supply concerns due to drought conditions in India, once the producers of sugar. These gains were offset to a small extent by losses in coffee and cotton. Stock indices continued the bullish trends established earlier in the year and remained profitable.

     In grains, modest losses were captured as the gains made in wheat were offset by losses in soybean complex.

During the Partnership’s nine months ended September 30, 2009, the Net Asset Value per Redeemable Unit decreased 2.7% from $1,982.46 to $1,928.58 as compared to a decrease of 3.8% for the nine months ended September 30, 2008. The Partnership experienced a net trading gain before brokerage commissions and related fees in the nine months ended September 30, 2009, of $926,914. Gains were primarily attributable to the trading of commodity futures in grains, livestock, metals, softs and indices and were partially offset by losses in currencies, energy, U.S. and non-U.S. interest rates. The Partnership experienced a net trading gain before brokerage commissions and related fees in the nine months ended September 30, 2008 of $3,696,343. Gains were primarily attributable to the trading of commodity futures in currencies, energy, grains, U.S. interest rates, livestock, softs and indices and were partially offset by losses in metals and non-U.S. interest rates.

Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading, but also increases the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisor is able to identify them, the Partnership expects to increase capital through operations.

Interest income on 80% of the Partnership’s daily average equity maintained in cash was earned at a 30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Partnership’s assets in cash and/or place

14

all of the Partnership’s assets in 90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. Twenty percent of the interest earned on Treasury bills purchased may be retained by CGM and/or credited to the General Partner. Interest income for the three and nine months ended September 30, 2009 decreased by $190,264 and $702,669, respectively, as compared to the corresponding periods in 2008. The decrease in interest income is primarily due to lower daily average equity maintained in cash and lower U.S. Treasury bill rates during the three and nine months ended September 30, 2009 as compared to the corresponding periods in 2008.

Brokerage commissions are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Brokerage commissions and fees for the three and nine months ended September 30, 2009 decreased by $253,748 and $927,312, respectively, as compared to the corresponding periods in 2008. The decrease in brokerage commissions and fees is due to lower average adjusted net assets during the three and nine months ended September 30, 2009 as compared to the corresponding periods in 2008.

Management fees are calculated as a percentage of the Partnership’s adjusted net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Management fees for the three and nine months ended September 30, 2009 decreased by $73,756 and $263,275, respectively, as compared to the corresponding periods in 2008. The decrease in management fees is due to lower average adjusted net assets during the three and nine months ended September 30, 2009 as compared to the corresponding periods in 2008.

Incentive fees are based on the new trading profits generated by the Advisor at the end of the quarter, as defined in the advisory agreement between the Partnership, the General Partner and the Advisor. There were no incentive fees earned for the three and nine months ended September 30, 2009 or 2008. The Advisor will not be paid incentive fees until the Advisor recovers the net loss incurred and earns additional new trading profits for the Partnership.

In allocating the assets of the Partnership to the trading advisor, the General Partner considers past performance, trading style, volatility of markets traded and fee requirements. The General Partner may modify or terminate the allocation of assets to the trading advisor and may allocate the assets to additional advisors at any time.

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Item 3.   Quantitative and Qualitative Disclosures about Market Risk

The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

The risk to the Limited Partners that have purchased interests in the Partnership is limited to the amount of their capital contributions to the Partnership and their share of the Partnership’s assets and undistributed profits. This limited liability is a consequence of the organization of the Partnership as a limited partnership under applicable law.

Market movements result in frequent changes in the fair value of the Partnership’s open positions and, consequently, in its earnings and cash flow. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which it trades.

The Partnership rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s experience to date (i.e., “risk of ruin”). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s losses in any market sector will be limited to Value at Risk or by the Partnership’s attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

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The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2009, and the highest, lowest and average values during the three months ended September 30, 2009. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. As of September 30, 2009, the Partnership’s total capitalization was $48,285,386. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2008.

September 30, 2009
(Unaudited)

						Three Months Ended September 30, 2009
			% of Total			High		Low		Average
Market 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	$	1,258,026
Grains		1,596,530		3.31	%		1,773,405		445,435		807,207
Interest Rates U.S.		114,210		0.24	%		119,664		113,454		115,959
Interest Rates Non-U.S.		672,396		1.39	%		693,986		368,305		521,028
Livestock		252,518		0.52	%		252,518		182,588		202,585
Metals		1,726,777		3.58	%		1,726,777		491,493		1,134,733
Softs		1,805,883		3.74	%		1,820,696		818,113		1,306,147
Indices		4,423,057		9.16	%		4,480,840		115,891		1,702,012
Total	$	11,931,427		24.71	%

* Average of month-end Values at Risk

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Item 4.   Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Partnership on the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods expected in the Commission’s rules and forms. Disclosed controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Partnership in the reports it files is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2009 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. These controls include policies and procedures that:

•   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.

There were no changes in the Partnership’s internal control over financial reporting process during the fiscal quarter ended September 30, 2009 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

     The following information supplements and amends the discussion set forth under Part I, Item 3. “Legal Proceedings” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as updated by the Partnership’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009. There are no material legal proceedings pending against the Partnership and the General Partner.

Subprime Mortgage-Related Litigation

     On August 31, 2009, Asher, et al. v. Citigroup Inc., et al. and Pellegrini v. Citigroup Inc., et al. were consolidated with In re Citigroup Inc. Bond Litigation.

     On July 27, 2009, Utah Retirement Systems v. Strauss, et al. was filed in the United States District Court for the Eastern District of New York asserting, among other claims, claims under the Securities Act of 1933 and Utah state law arising out of an offering of American Home Mortgage common stock underwritten by CGM.

     On July 31, 2009, the United States District Court for the Eastern District of New York entered an order preliminarily approving settlements reached with all defendants (including Citigroup and CGM) in In Re American Home Mortgage Securities Litigation.

     On August 5, 2009, the underwriter defendants, including CGM, moved to dismiss the consolidated amended complaint in In Re American International Group, Inc. 2008 Securities Litigation.

Auction Rate Securities—Related Litigation and Other Matters

     On July 23, 2009, the Judicial Panel on Multidistrict Litigation issued an order transferring K-V Pharmaceutical Co. v. CGMI from the United States District Court for the Eastern District of Missouri to the United States District Court for the Southern District of New York for coordination with In Re Citigroup Auction Rate Securities Litigation. On August 24, 2009, CGM moved to dismiss the complaint.

     On September 11, 2009, the United States District Court for the Southern District of New York dismissed without prejudice the complaint in In Re Citigroup Auction Rate Securities Litigation. On October 15, 2009, lead plaintiff filed a second consolidated amended complaint asserting claims under Sections 10 and 20 of the Securities Exchange Act of 1934.

     On October 2, 2009, the Judicial Panel on Multidistrict Litigation transferred Ocwen Financial Corp., et al. v. CGMI to the United States District Court for the Southern District of New York for coordination with In Re Citigroup Auction Rate Securities Litigation.

Other Matters

     On September 14, 2009, defendants filed a motion to dismiss the amended complaint in ECA Acquisitions, Inc., et al. v. MAT Three LLC, et al..

Adelphia Communications Corporation

     Trial of the Adelphia Recovery Trust’s claims against Citigroup and numerous other defendants is scheduled to begin in April 2010.

IPO Securities Litigation

     In October 2009, the District Court entered an order granting final approval of the settlement.

Other Matters

     Investors in municipal bonds and other instruments affected by the collapse of the credit markets have sued Citigroup on a variety of theories. On August 10, 2009, certain such investors, a Norwegian securities firm and seven Norwegian municipalities, filed an action—Terra Securities Asa Konkursbo, et al. v. Citigroup Inc., et al.—in the United States District Court for the Southern District of New York against Citigroup, CGM and Citigroup Alternative Investments LLC, asserting claims under Sections 10 and 20 of the Securities Exchange Act of 1934 and state law arising out of the municipalities’ investment in certain notes. On October 7, 2009, defendants filed a motion to dismiss.

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Item 1A.   Risk Factors

The following disclosure supplements the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and under Part II, Item 1A. “Risk Factors” in the Partnership’s Quarterly Report on Forms 10-Q for the quarters ended March 31, 2009 and June 30, 2009.

Speculative position and trading limits may reduce profitability. The Commodity Futures Trading Commission (“CFTC”) and U.S. exchanges have established speculative position limits on the maximum net long or net short position which any person may hold or control in particular futures and options on futures. The trading instructions of an advisor may have to be modified, and positions held by the Partnership may have to be liquidated in order to avoid exceeding these limits. Such modification or liquidation could adversely affect the operations and profitability of the Partnership by increasing transaction costs to liquidate positions and foregoing potential profits.

Regulatory changes could restrict the Partnership’s operations. Regulatory changes could adversely affect the Partnership by restricting its markets or activities, limiting its trading and/or increasing the taxes to which investors are subject. The General Partner is not aware of any definitive regulatory developments that might adversely affect the Partnership; however, since June 2008, several bills have been proposed in the U.S. Congress in response to record energy and agricultural prices and the financial crisis. Some of the pending legislation, if enacted, could impact the manner in which swap contracts are traded and/or settled and limit trading by speculators (such as the Partnership) in futures and OTC markets. One of the proposals would authorize the CFTC and the Commission to regulate swap transactions. Other potentially adverse regulatory initiatives could develop suddenly and without notice.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

For the three months ended September 30, 2009, there were additional sales of 59.9631 Redeemable Units totaling $105,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder. These units were purchased by accredited investors as defined in Regulation D.

Proceeds of net offering were used for the trading of commodity interests, including futures contracts, options, forwards and swap contracts.

The following chart sets forth the purchases of Redeemable Units by the Partnership.

							(d) Maximum Number
							(or Approximate
					(c) Total Number		Dollar Value) of Shares
					of Shares (or Units)		(or Units) that
	(a) Total Number		(b) Average		Purchased as Part		May Yet Be
	of Shares		Price Paid per		of Publicly Announced		Purchased Under the
Period	(or Units) Purchased*		Share (or Unit)**		Plans or Programs		Plans or Programs
July 1, 2009 - July 31, 2009		1,091.4946	$	1,692.53		N/A		N/A
August 1, 2009 - August 31, 2009		1,169.4282	$	1,799.20		N/A		N/A
September 1, 2009 - September 30, 2009		999.1113	$	1,928.58		N/A		N/A
		3,260.0341	$	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

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Item 6.   Exhibits

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

Exhibit 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)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TIDEWATER FUTURES FUND L.P.

By:	Ceres Managed Futures LLC
	(General Partner)
By:	/s/ Jerry Pascucci
	Jerry Pascucci President and Director
Date:	November 16, 2009
By:	/s/ Jennifer Magro
	Jennifer Magro Chief Financial Officer and Director (Principal Accounting Officer)
Date:	November 16, 2009

22

EX-3.2.C

Exhibit 3.2(c)

CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF
LIMITED PARTNERSHIP OF

SMITH BARNEY TIDEWATER FUTURES FUND L.P.

UNDER SECTION 121-202

OF THE REVISED LIMITED PARTNERSHIP ACT

     The undersigned, desiring to amend the Certificate of Limited Partnership of Smith Barney Tidewater Futures Fund L.P. pursuant to the provisions of Section 121-202 of the Revised Limited Partnership Act of the State of New York, does hereby certify as follows:

     FIRST: The name of the Limited Partnership is Smith Barney Tidewater Futures Fund L.P.

     SECOND: The Certificate of Limited Partnership of the limited partnership was filed by the Department of State on February 23, 1995.

     THIRD: The Certificate of Limited Partnership of the limited partnership is hereby amended in the following respects:

     Paragraph 3 of the Certificate of Limited Partnership, which sets forth the designation of the secretary of state as agent of the limited partnership upon whom process against it may be served and the post office address to which the secretary of state shall mail a copy of any process against it served upon him, is hereby amended to read as follows:

     The post office address to which the Secretary of State shall mail a copy of any process against the Partnership is:

Citigroup Managed Futures LLC
399 Park Avenue, Seventh Floor
New York, NY 10022
Attn: David J. Vogel

     Paragraph 5 of the Certificate of Limited Partnership, which sets forth the name and business address of each general partner, is hereby amended as the existing name and address of the sole general partner are being changed to read as follows:

     The name and mailing address of the sole general partner of the Partnership is:

Citigroup Managed Futures LLC
399 Park Avenue, Seventh Floor
New York, NY 10022

     IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 21st day of May 2003.

By:	/s/ David J. Vogel
	David J. Vogel, President
	Citigroup Managed Futures LLC

- 2 - 

EX-3.2.E

Exhibit 3.2(e)

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SMITH BARNEY TIDEWATER FUTURES FUND L.P.

Under Section 121-202 of the Revised Limited Partnership Act

The undersigned, desiring to amend the Certificate of Limited Partnership of Smith Barney Tidewater Futures Fund L.P. pursuant to the provisions of Section 121-202 of the Revised Limited Partnership Act of the State of New York, does hereby certify as follows:

FIRST:      The name of the Limited Partnership is Smith Barney Tidewater Futures Fund L.P.

SECOND:      The date of filing of the Certificate of Limited Partnership is February 23, 1995.

THIRD:      The Certificate of Limited Partnership of the limited partnership is hereby amended in the following respects:

     Paragraph 3 of the Certificate of Limited Partnership, which sets forth the designation of the secretary of state as agent of the limited partnership upon whom process against it may be served and the post office address to which the secretary of state shall mail a copy of any process against it served upon him or her, is hereby amended to read as follows:

     The post office address to which the Secretary of State shall mail a copy of any process against the Partnership is:

Citigroup Managed Futures LLC
55 East 59th Street, 10th Floor
New York, NY 10022
Attn: Jennifer Magro

     Paragraph 5 of the Certificate of Limited Partnership, which sets forth the name and business address of each general partner of the limited partnership, is hereby amended to read as follows:

     The name and mailing address of the sole general partner of the Partnership is:

Citigroup Managed Futures LLC
55 East 59th Street, 10th Floor
New York, NY 10022

     IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Certificate of Limited Partnership on this 19 day of September, 2008.

By:	Citigroup Managed Futures LLC, General Partner
By:	/s/ Jennifer Magro
	Jennifer Magro
	Authorized Person

- 2 - 

EX-3.2.G

Exhibit 3.2(g)

CERTIFICATE OF CHANGE
OF

SMITH BARNEY TIDEWATER FUTURES FUND L.P.

Under Section 121-202-A of the Revised Limited Partnership Act

1.	The name of the limited partnership is SMITH BARNEY TIDEWATER FUTURES FUND L.P.
	If applicable, the original name under which it was formed is
2.	The Certificate of Limited Partnership was filed by the Department of State on 2/23/95.
3.	The address of CT Corporation System as the registered agent of said limited partnership is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York 10011.
4.	Notice of the above changes was mailed to the limited partnership by CT Corporation System not less than 30 days prior to the date of delivery to the Department of State and such limited partnership has not objected thereto.
5.	CT Corporation System is the registered agent of such limited partnership.

CT CORPORATION SYSTEM
By:	/s/ Kenneth J. Uva
	Kenneth J. Uva
	Vice President

NY Domestic LP — agent address only

EX-10.4

Exhibit 10.4

APPENDIX B — SUBSCRIPTION AGREEMENT

CGM Account No.:                                         

                     Please check here if employed by Morgan Stanley Smith Barney LLC or an affiliate.

                     Please check here if employed by Citigroup Global Markets Inc. or an affiliate.

TIDEWATER FUTURES FUND L.P.

(a New York limited partnership)

Subscription Agreement

Selling Agent:

                     Please check here if Morgan Stanley Smith Barney LLC served as your selling agent.

                     Please check here if Citigroup Global Markets Inc. served as your selling agent.

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Ceres Managed Futures LLC
55 East 59^th Street - 10^th Floor
New York, New York 10022

Re: Tidewater Futures Fund L.P.

Ladies and Gentlemen:

     1. Subscription for Units. I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Tidewater Futures Fund L.P. (the “Partnership”) as indicated on page B-8 hereof. I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. I understand that Citigroup Global Markets Inc., a corporation organized under the laws of the State of New York (“CGM”), and Morgan Stanley Smith Barney LLC, a limited liability company organized under the laws of the State of Delaware (“MSSB”), act as selling agents for the Partnership. I hereby authorize CGM to debit my brokerage account in the amount of my subscription as described in the Private Placement Offering Memorandum and Disclosure Document of the Partnership dated August 1, 2009, as amended or supplemented from time to time (the “Memorandum”).

     I understand that all capitalized terms used in this subscription agreement (this “Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum.

     I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

     2. Representations, Warranties and Covenants of Subscriber. As an inducement to the General Partner on behalf of the Partnership to sell me the Units for which I have subscribed I hereby represent, warrant and agree as follows:

     (a) I am over 21 years old, am legally competent to execute this Subscription Agreement and have received and reviewed the Memorandum and the Partnership’s most recent monthly statement and annual report, if any, and except as set forth in the Memorandum, no representations or warranties have been made to me by the selling agent indicated by check-mark on the cover of this Subscription Agreement (the “Selling Agent”), the Partnership, its General Partner or their agents, with respect to the business of the Partnership, the financial condition of the Partnership, the deductibility of any item for tax purposes or the economic, tax, or any other aspects or consequences of a purchase of a Unit, and I have not relied upon any information concerning the offering, written or oral, other than that contained in the Memorandum or provided by the General Partner (as the same may have been relayed to me by the Selling Agent) at my request. In addition, I have been represented by such legal and tax counsel and others selected by me as I have found it necessary to consult concerning this transaction. I am in compliance with all federal and state regulatory requirements applicable to this investment. With respect to the tax aspects of my investment, I am relying upon the advice of my own personal tax advisors and upon my own knowledge with respect thereto.

     (b) I have carefully reviewed the various conflicts of interest set forth in the Memorandum,

B-2

including those arising from the fact that the General Partner is indirectly owned by CGM, a selling agent and the commodity broker/dealer for the Partnership, and is an affiliate of MSSB, a selling agent for the Partnership.

     (c) I hereby acknowledge and agree to the terms of the Customer Agreement between the Partnership and CGM and to the payment to CGM of the flat rate brokerage fee as described in the Memorandum. I understand that lower brokerage fees might be available, but that the General Partner will not negotiate with CGM or any other broker to obtain such lower rates. I further understand that MSSB will be compensated by a payment of a portion of the flat rate brokerage fee received by CGM that is calculated based on the number of limited partners in the Partnership that are customers of MSSB.

     (d) The Partnership has made available to me, prior to the date hereof, the opportunity to ask questions of, and to receive answers from, the General Partner and its representatives, concerning the terms and conditions of the offering, and has afforded me access to obtain any information, documents, financial statements, records and books (i) relating to the Partnership, its business, the offering and an investment in the Partnership, and (ii) necessary to verify the accuracy of any information, documents, financial statements, records and books furnished in connection with the offering. All materials and information requested by me, including any information requested to verify any information furnished, have been made available and have been examined to my satisfaction.

     (e) I understand that the Partnership offering has not been registered under the Securities Act of 1933, as amended (the “Act”), or pursuant to the provisions of the securities or other laws of certain jurisdictions, in reliance on exemptions for private offerings contained in the Act and in the laws of certain jurisdictions. I am fully aware of the restrictions on sale, transferability and assignment of the Units as set forth in the Limited Partnership Agreement (the “Partnership Agreement”) of the Partnership as amended from time to time, and that I must bear the economic risk of my investment in the Partnership for an indefinite period of time because the offering has not been registered under the Act. I understand that the Units cannot be offered or sold unless they are subsequently registered under the Act or an exemption from such registration is available and that any transfer requires the consent of the General Partner, who may determine not to permit any specific transfer.

     (f) I represent that I am aware of the speculative nature of this investment and of the high degree of risk involved, that I can bear the economic risks of this investment and that I can afford a complete loss of my investment. As evidence of the foregoing, I hereby represent to you that I: (i) have sufficient liquid assets to pay the purchase price for my interest in the Partnership; (ii) have adequate means of providing for my current needs and possible personal contingencies and have no present need for liquidity of my investment in the Partnership; (iii) have adequate net worth and sufficient means to sustain a complete loss of my investment in the Partnership; (iv) either (a) I am an accredited investor as defined in Rule 501(a) of the Act, the terms of which are set forth in Exhibit I to this Subscription Agreement by virtue of the subparagraph indicated on page B-8 or (b) I have a net worth (exclusive of home, furnishings and automobiles) at least three times my investment in the Partnership or my actual gross income for the last two calendar years was, and my projected gross income for the current calendar year will be, not less than three times my investment in the Partnership for each year; (v) have substantial experience in making similar investments; (vi) have, alone or with my purchaser representative, sufficient knowledge to be able to evaluate the merits and risks of this investment; and (vii) have made the decision to invest in the Partnership based on my own or my purchaser representative’s independent evaluation.

     (g) I will not transfer or assign this Subscription Agreement, or any of my interest herein. I am acquiring my interest in the Partnership hereunder for my own account and for investment purposes only and not with a view to or for the transfer, assignment, resale or distribution thereof, in whole or in part. I have no present plans to enter into any such contract, undertaking, agreement or arrangement. I understand that, by making an investment in the Partnership, I will be a limited partner. I understand that the General Partner may in its absolute discretion require any limited partner to redeem all or part of his Units, upon ten days’ notice to such limited partner.

B-3

     (h) If I am not a citizen or resident of the United States for U.S. tax purposes, I agree to pay or reimburse CGM, MSSB or the Partnership for any taxes, including but not limited to withholding tax imposed with respect to my Units.

     (i) I understand that as part of the Partnership’s responsibility for the prevention of money laundering, CGM, MSSB or the General Partner may require a detailed verification of identity and the source of payment. In the event of delay or failure by me to produce any information required for verification purposes, the General Partner may refuse to accept my application and subscription funds relating thereto or may refuse to process a redemption request until proper information has been provided.

     (j) FOR MAINE INVESTORS. THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION 10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAW EXISTS.

     (k) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATES OF ALABAMA OR KANSAS. I hereby represent and affirm that I have a net worth (exclusive of principal residence, its furnishings and personal automobiles) exceeding five (5) times my investment.

     (l) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FORM OR MAKE PURCHASES IN THE STATE OF KENTUCKY. I hereby represent and affirm that I have a net worth exceeding ten (10) times my investment.

     (m) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF MAINE. I hereby represent and affirm that I have (i) a minimum net worth (exclusive of home, home furnishing and automobiles) of $200,000 or (ii) a minimum net worth (exclusive of home, home furnishings and automobiles) of $50,000 and a minimum annual gross income of $50,000.

     (n) FOR NON-ACCREDITED INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF MISSOURI. I hereby represent and affirm that I have a net worth exceeding five (5) times my investment.

     (o) FOR ALL INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF NEW HAMPSHIRE. I hereby warrant that I have (i) net worth, exclusive of home, home furnishings and automobiles of $250,000 or (ii) net worth, exclusive of home, home furnishings and automobiles of $125,000 and $50,000 of taxable income.

     (p) FOR ALL INVESTORS WHO RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF NORTH CAROLINA (SUITABILITY STANDARDS FOR A FIDUCIARY ACCOUNT MAY BE MET BY THE FIDUCIARY, THE ACCOUNT OR THE DONOR). I hereby represent and affirm that I am making an initial cash payment of at least $5,000 and I have either (i) a minimum net worth (exclusive of home, home furnishings and automobiles) of $60,000 and a taxable income in the last tax year or estimated in the current tax year of $60,000 or (ii) a minimum net worth (exclusive of home, home furnishings and automobiles) of $225,000.

     (q) FOR ACCREDITED INVESTORS WHICH ARE GENERAL PARTNERSHIPS AND RESIDE IN, RECEIVE OFFERS FROM OR MAKE PURCHASES IN THE STATE OF

B-4

WASHINGTON. I hereby represent and affirm that I have not determined accreditation by aggregating the net worth of my general partners.

     (r) FOR ALL ACCREDITED INVESTORS. I hereby represent and affirm that (i) I have a net worth alone or with my spouse exceeding 10 times my investment or (ii) I have either alone or with my professional advisor the capacity to protect my interests in connection with this transaction or (iii) I am able to bear the economic risk of the investment.

     (s) I represent that the information contained herein is complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information which may occur prior to the acceptance of my subscription and will promptly send the General Partner written confirmation thereof.

     (t) If I am a collective investment vehicle, I am in compliance with all applicable Federal regulatory requirements including the registration rules of the Commodity Futures Trading Commission (“CFTC”).

     (u) I understand that my subscription payment must be received by the Partnership on or before the specified settlement date.

     3. Acceptance of Partnership Agreement and Power of Attorney. I hereby apply to become a limited partner as of the date upon which the sale of my Units becomes effective, and I hereby agree to each and every term of the Partnership Agreement as if my signature were subscribed thereto.

     (a) I hereby constitute and appoint the General Partner, with full power of substitution, as my true and lawful attorney to execute, acknowledge, file and record in my name, place and stead: (i) the Partnership Agreement substantially in the form included as an Appendix to the Memorandum; (ii) all certificates and other instruments which the General Partner shall deem appropriate to create, qualify, continue or dissolve the Partnership as a limited partnership in the jurisdictions in which the Partnership may be formed or conduct business; (iii) all agreements amending or modifying the Partnership Agreement that may be appropriate to reflect a change in any provision of the Partnership Agreement or the exercise by any person of any right or rights thereunder not requiring my specific consent, or requiring my consent if such consent has been given, and any other change, interpretation or modification of the Partnership Agreement in accordance with the terms thereof; (iv) such amendments, instruments and documents which the General Partner deems appropriate under the laws of the State of New York or any other state or jurisdiction to reflect any change, amendment or modification of the Partnership Agreement of any kind referred to in subparagraph (iii) hereof; (v) filings with agencies of any federal, state or local governmental unit or of any jurisdiction which the General Partner shall deem appropriate to carry out the business of the Partnership; and (vi) all conveyances and other instruments which the General Partner shall deem appropriate to effect the transfer of my Partnership interest pursuant to the Partnership Agreement or of Partnership assets and to reflect the dissolution and termination of the Partnership. The foregoing appointment (x) is a special power of attorney coupled with an interest, is irrevocable and shall survive my subsequent death, incapacity or disability and (y) shall survive the delivery of an assignment by me of the whole or any portion of my interest, except that where an assignee of the whole of such interest has been approved by the General Partner for admission to the Partnership as a substituted limited partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution.

B-5

     (b) FOR INDIVIDUAL INVESTORS AND TRUSTEES EXECUTING THIS SUBSCRIPTION AGREEMENT IN THE STATE OF NEW YORK. I acknowledge that the above constitution and appointment of the General Partner of the Partnership as my true and lawful attorney does not apply to individuals executing this Subscription Agreement in the State of New York. Any such individual shall instead read and sign the New York State Power of Attorney in Exhibit III to this Subscription Agreement and have his or her signature thereto notarized.

     4. Indemnification. I hereby agree to indemnify and hold harmless the Partnership, the Selling Agent, the General Partner and its affiliated persons from any and all damages, losses, costs and expenses (including reasonable attorneys’ fees) which they may incur by reason of any breach by me of the covenants, warranties and representations contained in this Subscription Agreement.

     5. Survival. All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in paragraph 4 shall survive (i) the acceptance of the subscription, (ii) changes in the transactions, documents and instruments described in the Memorandum that are not material, and (iii) the death or disability of the undersigned.

     6. Miscellaneous. This subscription is not revocable by me and constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may not be amended orally. This Subscription Agreement shall be construed in accordance with and be governed by the laws of the State of New York.

     7. Employee-Benefit Plans. By so indicating on page B-8 hereof, the undersigned hereby represents and warrants whether or not the subscriber is a “Benefit Plan Investor” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. § 2510.3-101, as amended by the Pension Protection Act of 2006 (the “Plan Assets Regulation”). Generally, a “Benefit Plan Investor” is any plan or fund organized by an employer or employee organization subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or any plans subject to Section 4975 of the Internal Revenue Code of 1986 (the “Code”) to provide retirement, deferred compensation, welfare or similar benefits to employees or beneficiaries, including an entity described in Section (g) of the Plan Assets Regulation, in which 25% or more of any class of equity interests is owned by such plans and that is primarily engaged in the business of investing capital. If the undersigned is investing with the assets of, or on behalf of, an employee-benefit plan subject to ERISA, or plan subject to Section 4975 of the Code (the “Plan”) (such undersigned, the “Fiduciary”) then the Fiduciary further represents and agrees as follows with respect to the Plan:

          (1) Either (a) or (b): (a) none of CGM, MSSB, the General Partner or any of their employees, financial advisors or affiliates (i) manages any part of the investment portfolio of the Plan, or (ii) has an agreement or understanding, written or unwritten, with the Fiduciary under which the Fiduciary regularly receives information, recommendations or advice concerning investments which are used as a primary basis for the Plan’s investment decisions and which are individualized to the particular needs of the Plan.

          or (b) The relationship between the Plan and CGM, MSSB, the General Partner or any of their employees, financial advisors or affiliates comes within (i) or (ii) above with respect to only a portion of the Plan’s assets and the investment in the Partnership is being made by the Fiduciary from a portion of Plan assets with respect to which such relationship does not exist.

          (2) Although an account executive or a financial advisor of CGM or MSSB may have suggested that the Fiduciary consider the investment in the Partnership, the Fiduciary has studied the Memorandum and has made the investment decision solely on the basis of the Memorandum and without reliance on such suggestion.

          (3) The Plan is in compliance with all applicable Federal regulatory requirements.

          (4) The undersigned Fiduciary acknowledges that it is: independent of CGM, MSSB, the General Partner and all of their affiliates; capable of making an independent decision regarding the

B-6

investment of Plan assets; knowledgeable with respect to the Plan in administrative matters and funding matters related thereto, and able to make an informed decision concerning participation in the Partnership.

          (5) The undersigned Fiduciary, if the Plan is an IRA or Keogh account of which CGM or MSSB is the custodian, hereby directs said custodian as custodian of the Plan to subscribe for the amount indicated on page B-8 hereof. In addition, the Fiduciary represents and confirms that all of the information contained in this Subscription Agreement and relating to the subscribing Plan is complete and accurate.

     Please complete this Subscription Agreement by filling in the blanks and executing it on the following page.

B-7

EXECUTION PAGE

I. For Client Use:

A.	Subscription Amount: I hereby subscribe for $                     (minimum $25,000).
B.	Accreditation: Please select one of the following.
	1.       I am an accredited investor under paragraph                      of Exhibit I on page B-11.
	OR
	2.       I am a non-accredited investor.
	If you selected #2 above, please fill in the Prospective Purchaser Questionnaire (Exhibit II, page B-12) and, if applicable, the Purchaser Representative Questionnaire (Exhibit II-1, page B-14).
C.	Benefit Plan Investor Status: The subscriber is       or is not       a “Benefit Plan Investor” as defined in paragraph 7 above.
D.	New York Individual Investor or Trustee Status [FOR INDIVIDUAL INVESTORS ONLY]: Please select one of the following.
	1.       I am an individual investor executing this Subscription Agreement in the State of New York.
	OR
	2.       I am an individual trustee executing this Subscription Agreement in the State of New York on behalf of a trust.
	OR
	3.       I am executing this Subscription Agreement outside of the State of New York.

     If you selected #1 or #2 above, please read and sign the New York State Power of Attorney (Exhibit III, page B-20) and have your signature notarized.

D.	1. Representation: The foregoing statements are complete and accurate as of the date hereof and may be relied upon by the General Partner. I further represent that I will notify the General Partner immediately of any adverse change in any such information and will promptly send the General Partner written confirmation thereof.
	2. Signature: If joint ownership, all parties must sign (if fiduciary, partnership or corporation, indicate capacity of signatory under signature line).

[Signature Page on Next Page]

B-8

IN WITNESS WHEREOF, I have executed this Subscription Agreement including Power of Attorney as of the date below.

Signature	Signature
Title (if applicable)	Title (if applicable)
3. Date:	Date:

E. Please complete Registration Data on the next page.

II. Branch Manager Approval:

The General Partner’s acceptance is conditioned upon receiving an attestation from a Citigroup Global Markets Inc. or Morgan Stanley Smith Barney LLC (as indicated on the cover of this Subscription Agreement) Branch Manager as to the following:

The Branch Manager has received all documents required to open this account and acknowledges the suitability of this investment for the client. In recommending the purchase of Units, the Branch Manager, on behalf of Citigroup Global Markets Inc. or Morgan Stanley Smith Barney LLC has determined the suitability of the subscriber and will maintain records containing the basis of the suitability determination. Prior to executing the purchase of Units, the Branch Manager, on behalf of Citigroup Global Markets Inc. or Morgan Stanley Smith Barney LLC has informed the subscriber of facts relating to the liquidity and marketability of the Units. If the account is a partnership or trust, the Branch Manager acknowledges that he/she has reviewed the partnership or trust documents which allow investments in limited partnerships whose principal business is in futures trading, and that the anti-money laundering and know-your-customer documentation for this subscriber is complete.

III. For General Partner’s Use:

ACCEPTED:

CERES MANAGED FUTURES LLC

By:

Name:

Title:

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Registration Data

Name of Limited Partner	Name of Joint Limited Partner (if any)
(Please Print)	(Please Print)
(See Note 1 Below)
Residence Street Address      (See Note 2 Below)	Mail Address (if different than Residence Address)
City           State           Zip Code	City           State           Zip Code
Social Security or
Federal Employer I.D.
Number	If Joint Ownership, check one:
CGM Account Number	/ / Joint Tenants with right to  Survivorship (all parties must sign)
Note 1: If subscriber is an ERISA plan or account, please so indicate (e.g.: “XYZ Co. Pension Plan,” “Dr. A Keogh Account,” “Mr. B IRA Account”).	/ / Tenants in Common
	/ / Community Property
	If Fiduciary or Corporation, check one:
Note 2: The address given above must
be the residence address of the Limited	/ / Trust / / Partnership
Partner. Post Office boxes and other
nominee addresses will not be accepted.	/ / Corporation

For Branch Use
FA Instructions:

Enter a ticket for purchase amount using security #8955306 and route through IOI.

B-10

EXHIBIT I

     “Accredited investor” shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

     (1) Any bank as defined in section 3(a)(2) of the Act; any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity or any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; insurance company as defined in section 2(13) of the Act; investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

     (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

     (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, any corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

     (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

     (5) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;

     (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

     (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

     (8) Any entity in which all of the equity owners are accredited investors.

B-11

EXHIBIT II
Prospective Purchaser Questionnaire
[To be completed by non-accredited investors]

     The purpose of this Questionnaire is to determine whether you meet the standards imposed by Regulation D promulgated under the Securities Act of 1933, since the Units have not been and will not be registered under that Act and are being sold in reliance upon the exemption provided by Section 4(2) of that Act. Please complete these questions as thoroughly as possible.

     (i) I have a net worth (exclusive of home, furnishings and automobiles) either individually or jointly with my spouse of at least three times my investment in the Partnership.
Yes o No o

     (ii) My gross income for each of the past two years and my projected gross income for the current year is not less than three times my investment in the Partnership.
Yes o No o

     (iii) In the space below, please provide information regarding other types of investments which you have made during the last five years:

     (Check if applicable)

Stocks	Limited Partnership Interests:
Bonds	Real Estate
Mutual Funds	Oil and Gas
Commodities	Equipment
Options	Other (specify)

     (iv) Please indicate below the highest educational degree you hold.

     (v) Describe below your principal business activities during the last five years and provide any additional information which would evidence your ability to evaluate the merits and risks of investing in the Partnership.

     (vi) If you cannot demonstrate to the General Partner’s satisfaction that you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of investment in the Partnership (e.g., you are a lawyer or accountant or you have sufficient prior investment or business experience), you must seek advice from a Purchaser Representative.

          In evaluating the merits and risks of this investment, will you seek the advice of any other person?

          Yes o No o

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          If YES, please identify below each such person and indicate his business address and telephone number and have him complete and return one copy of the Purchaser Representative Questionnaire accompanying this Subscription Agreement.

          If YES, has your Purchaser Representative disclosed to you whether or not any material relationship (that he has with the Partnership or any of its affiliates) exists and whether or not he expects to receive any compensation from the Partnership or its affiliates as a result of this sale?

          Yes o No o

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EXHIBIT II-1

Questionnaire for Purchaser Representatives
[For non-accredited investors only, if applicable]

Tidewater Futures Fund L.P.
(the “Partnership”)

THIS QUESTIONNAIRE IS TO BE COMPLETED AND DELIVERED TO THE GENERAL PARTNER OF THE PARTNERSHIP PRIOR TO THE DETERMINATION BY THE GENERAL PARTNER WHETHER OFFERS FOR SUBSCRIPTIONS FOR UNITS OF LIMITED PARTNERSHIP INTEREST MAY BE ACCEPTED FROM:

	(THE “INVESTOR”).
(Fill in name of investor)

INSTRUCTIONS

This Questionnaire is being given to each person who has been designated as a “purchaser representative” by an individual who has expressed an interest in purchasing Units in the Partnership. The purpose of this Questionnaire is to determine whether you are qualified to act as a purchaser representative (as that term is defined in Regulation D under the Securities Act of 1933) since the Units have not been and will not be registered under that Act and are being sold in reliance upon an exemption contained in the Act.

Please contact Ceres Managed Futures LLC, the General Partner of the Partnership, at 55 East 59^th Street - 10^th Floor, New York, New York 10022, telephone number (212) 559-2011, if you have any questions in answering this Questionnaire.

Your answers will, at all times, be kept strictly confidential. However, you agree that, should the investor whom you are representing agree to purchase Units, the Partnership may present this Questionnaire to such parties as it deems appropriate in order to insure itself that the offer and sale of Units in the Partnership to such investor will not result in the loss of the exemption from registration under the Act which is being relied upon by the Partnership in connection with the sale of the Units.

Please complete this Questionnaire as thoroughly as possible and sign, date and return one copy to the General Partner at the above address. Attach additional pages if necessary to fully answer any question.

If the answer to any question is “None” or “Not applicable,” please so state.

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Name of Purchaser Representative:

Name of Represented Investor:

Your Business Address:

Your Occupation:

Your Bus. Tel. No.:

          1. Have you received and reviewed the Private Placement Offering Memorandum and Disclosure Document (as supplemented from time to time) with regard to the offering of Units in the Partnership which has previously been delivered to the investor?

          Yes o           No o

          2(a). Describe principal business positions you have held during the last five years, or since graduation from college, whichever is the shorter period. Please be specific listing dates of employment and if possible provide us with telephone numbers where previous employers can be contacted:

          (b). Describe any other business, financial or investment experience that would help you to evaluate the merits and risks of an investment in the Partnership:

          (c). Have you had experience in advising investors with respect to similar investments in the past?

          Yes o           Noo

If you have answered “yes” to this question, please describe briefly such experience indicating amounts you have caused to be invested, number of offerings you have reviewed and their names if possible.

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          3(a). Please place ONE check mark next to the space which indicates the HIGHEST level of education you have completed; on the lines following, PLEASE DESCRIBE IN DETAIL any business or professional education you have received, listing names of schools, degrees received and dates of attendance.

               o Completed College, awarded degree, B.A., B.S. or equivalent

               o Some Postgraduate Education

               o Two years of Postgraduate Training, awarded M.A. or equivalent

               o Completed Postgraduate Training and received Ph.D. (list date degree obtained and awarding school)

               o Professional School, awarded J.D., or M.B.A. (list date degree obtained and awarding school)

               o Other (PLEASE EXPLAIN IN DETAIL YOUR EDUCATIONAL BACKGROUND AND LIST DATES OF ATTENDANCE AND NAMES OF SCHOOLS)

          (b). List any professional licenses or registrations held by you; if none are held please note this in writing on the space provided below:

          (c). Are you registered as a broker-dealer within your state?

                Yes o           No o

          (d). Are you registered as an investment advisor in your state?

                Yes o           No o

          (e). List all memberships in professional organizations; if you belong to no professional organizations please indicate this on the space provided below:

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          4(a). In advising the investor, will you be relying in part on the investor’s own expertise in certain areas? Yes o           No o

          (b). If yes, please state the basis for your reliance, i.e., number of deals you know this investor has invested in, amounts invested and the dates of these previous investments. Please note that what is sought here is not a reference to the general soundness of the business judgment of the investor but rather a specific basis for relying upon the investor’s own expertise:

          (c). In advising the investor, will you be relying in part on the expertise of an additional Purchaser Representative? Yes o           No o

          NOTE: YOU MAY NOT RELY ON AN ADDITIONAL PURCHASER REPRESENTATIVE UNLESS EACH ADDITIONAL PURCHASER REPRESENTATIVE HAS COMPLETED A QUESTIONNAIRE AND HAS BEEN ACKNOWLEDGED BY THE INVESTOR TO BE HIS PURCHASER REPRESENTATIVE.

          (d). If the answer to (c) is “yes,” please list the name and address of any additional Purchaser Representative:

          5(a). Have you ever been convicted in a criminal proceeding, or are you the subject of a criminal proceeding which is presently pending (except for traffic violations)? Yes o           No o

          (b). Have you ever been the subject of any order, judgment or decree enjoining, barring or suspending you from acting as an investment advisor, broker or dealer or from engaging in any practice in connection with the purchase or sale of any security?
Yes o           No o

          (c). If the answer to either (a) or (b) is “yes,” please explain:

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          6(a). Do you or any of your affiliates have, with the General Partner or any of its affiliates¹, any relationship, that a reasonable investor might consider important, in making their decision as to whether or not to designate you as their Purchaser Representative (i.e. a “material” relationship within the meaning of Regulation D)? Yes o           No o

          (b). Is such a material relationship contemplated?

                    Yes o           No o

          (c). Has such a material relationship existed during the past two years?

                    Yes o           No o

NOTE: THE RECEIPT OF ANY SALES COMMISSION WITH RESPECT TO THE INVESTOR’S PURCHASE OF UNITS CONSTITUTES COMPENSATION TO BE RECEIVED AS A RESULT OF A MATERIAL RELATIONSHIP.

          (d). If the answer to (a), (b) or (c) is “yes,” please describe your relationship to the Partnership and indicate the amount of compensation you have received or you expect to receive as a result of this relationship:

          (e). Was the information, if any, set forth in response to 6(d) above, disclosed in writing to the proposed investor, prior to his acknowledgement that you are to act as his Purchaser Representative in connection with this investment?

                    Yes o           No o

          (f) Are you an affiliate, officer, director or employee of either the Partnership or its General Partner?

                    Yes o           No o

          I understand that the Partnership as well as the investor will be relying on the accuracy and completeness of my responses to the foregoing questions, and I hereby represent and warrant to the Partnership as follows:

          (i) The answers to the above questions are complete and correct and may be relied upon by the Partnership in determining whether the offering in connection with which I have executed this Questionnaire is exempt from registration under the Securities Act of 1933 and also by the investor in determining my suitability to be his advisor in connection with his possible investment in the Partnership;

¹ The term “affiliate” of a person means a person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such person.

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          (ii) I will notify the Partnership immediately of any material change in any statement made herein occurring prior to the closing of the purchase by the above-named investor of any interest in the Partnership.

          (iii) If I have not checked “yes” in answer to question 6(a), 6(b) or 6(c) I have no “material relationship” as that term is defined in Regulation D, and if I have not checked “yes” in answer to question 6(f), I am not an affiliate, officer, director or employee of either the Partnership or of the General Partner, or any of their affiliates, nor am I a direct or beneficial owner of ten percent (10%) or more of any class of the equity securities of the General Partner or any of its affiliates.

          (iv) I personally (or, if I have checked “yes” in answer to question 4(a) or (b) above, together with the investor or the additional Purchaser Representative or Purchaser Representatives indicated above) have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the investor’s prospective investment in the Partnership.

          IN WITNESS WHEREOF, I have signed this Questionnaire this                      day of                                         , 200     .

(Signature)

(Print Name)

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EXHIBIT III

TIDEWATER FUTURES FUND L.P.
(THE “PARTNERSHIP”)
SUPPLEMENTAL DOCUMENT
FOR
SUBSCRIPTIONS IN NEW YORK
MADE ON OR AFTER
SEPTEMBER 1, 2009

NEW YORK STATE LIMITED POWER OF ATTORNEY

[THIS DOCUMENT MUST BE NOTARIZED]

     The New York Legislature recently enacted changes to Title 15 of Article 5 of the New York State General Obligations Law which require this additional document to be signed by certain subscribers to the Partnership. Subscribers who are (i) natural persons investing for their own account or as trustee for the benefit of a trust and (ii) executing this Subscription Agreement in the State of New York on or after September 1, 2009 must complete the form below. The limited power of attorney contained herein replaces the limited power of attorney which appears in paragraph 3 of the Subscription Agreement. Terms not defined shall retain the meaning given to them in the Subscription Agreement.

     (1) Subscriber section (to be completed by the Subscriber and notarized):

     I,                                         , hereby apply to become a limited partner as of the date upon which the sale of my Units becomes effective, and I hereby agree to each and every term of the Partnership Agreement as if my signature were subscribed thereto. As principal, I hereby constitute and appoint the General Partner of the Partnership, with full power of substitution, as my agent and true and lawful attorney to execute, acknowledge, file and record in my name, place and stead: (i) the Partnership Agreement substantially in the form included as an Appendix to the Memorandum; (ii) all certificates and other instruments which the General Partner of the Partnership shall deem appropriate to create, qualify, continue or dissolve the Partnership as a limited partnership in the jurisdictions in which the Partnership may be formed or conduct business; (iii) all agreements amending or modifying the Partnership Agreement that may be appropriate to reflect a change in any provision of the Partnership Agreement or the exercise by any person of any right or rights thereunder not requiring my specific consent, or requiring my consent if such consent has been given, and any other change, interpretation or modification of the Partnership Agreement in accordance with the terms thereof; (iv) such amendments, instruments and documents which the General Partner deems appropriate under the laws of the State of New York or any other state or jurisdiction to reflect any change, amendment or modification of the Partnership Agreement of any kind referred to in subparagraph (iii) hereof; (v) filings with agencies of any federal, state or local governmental unit or of any jurisdiction which the General Partner shall deem appropriate to carry out the business of the Partnership; and (vi) all conveyances and other instruments which the General Partner shall deem appropriate to effect the

B-20

transfer of my Partnership interest pursuant to the Partnership Agreement or of Partnership assets and to reflect the dissolution and termination of the Partnership. The foregoing appointment (x) is a special power of attorney coupled with an interest, is irrevocable and shall survive my subsequent death, incapacity or disability, (y) shall survive the delivery of an assignment by me of the whole or any portion of my interest, except that where an assignee of the whole of such interest has been approved by the General Partner for admission to the Partnership as a substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution and (z) is not intended to revoke or terminate any prior powers of attorney. I hereby represent and warrant to the General Partner of the Partnership and any future lawful substitution as agent thereby that, so long as I hold an interest in the Partnership, I shall not enter into any subsequent power of attorney that has the effect of revoking or terminating this power of attorney.

     In the event of a conflict between the provisions of this Power of Attorney and the Partnership Agreement and/or the Subscription Agreement, the provisions of this Power of Attorney shall control. If it is determined by a court of competent jurisdiction that any provision of this Power of Attorney is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Power of Attorney.

[Signature Page on Next Page]

B-21

In Witness Whereof I have read the statutory cautionary legends beginning on the next page and I have hereunto signed my name on                                         , 20     .

PRINCIPAL signs here: ==>                                         

STATE OF NEW YORK	)
	) ss.:
COUNTY OF	)

     On the                      day of                     , in the year                     , before me, the undersigned, a Notary Public in and for said state, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument.

Notary Public

     (2) General Partner section (to be completed by the General Partner and notarized):

     I,                                         , as an Authorized Person and on behalf of the General Partner, have read the foregoing Power of Attorney. The General Partner is the person identified therein as agent for the principal named therein.

     The General Partner acknowledges its legal responsibilities.

     Agent signs here: ==>                                         

STATE OF NEW YORK	)
	) ss.:
COUNTY OF	)

     On the                      day of                     , in the year                     , before me, the undersigned, a Notary Public in and for said state, personally appeared                                         , personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the person or the entity upon behalf of which the person acted, executed the instrument.

Notary Public

B-22

NEW YORK LIMITED POWER OF ATTORNEY
CAUTIONARY LEGENDS

     The following disclosure is required to be included verbatim in all powers of attorney subject to Title 15 of Article 5 of the New York State General Obligations Law:

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities

B-23

that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record of all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or to the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jerry Pascucci, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Tidewater Futures Fund L.P. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and”

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 16, 2009

/s/  Jerry Pascucci

Jerry Pascucci
Ceres Managed Futures LLC
President and Director

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jennifer Magro, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Tidewater Futures Fund L.P. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and”

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2009

/s/  Jennifer Magro

Jennifer Magro
Ceres Managed Futures LLC
Chief Financial Officer and Director

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tidewater Futures Fund L.P. (the “Partnership”) on Form 10-Q for the period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jerry Pascucci, President and Director of Ceres Managed Futures LLC, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/  Jerry Pascucci

Jerry Pascucci

Ceres Managed Futures LLC

President and Director

Date: November 16, 2009

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tidewater Futures Fund L.P. (the “Partnership”) on Form 10-Q for the period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jennifer Magro, Chief Financial Officer and Director of Ceres Managed Futures LLC, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/  Jennifer Magro

Jennifer Magro

Ceres Managed Futures LLC

Chief Financial Officer and Director

Date: November 16, 2009