UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~ September 14, 2013

TIDEWATER FUTURES FUND L.P.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction

of incorporation)

000-52604

(Commission File Number)

13-3811113

(IRS Employer Identification No.)

c/o Ceres Managed Futures LLC

522 Fifth Avenue - 14th Floor

New York, New York 10036

(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (855) 672-4468

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~Ceres~~The ~~Managed~~registrant ~~Futures~~has ~~LLC,~~entered ~~the~~into ~~general~~a ~~partner~~commodity futures customer agreement, effective as of ~~the~~September ~~registrant~~4, 2013 (the “~~General~~Customer ~~Partner~~Agreement”), ~~and~~with ~~the~~Morgan ~~registrant~~Stanley ~~entered~~& ~~into~~Co. LLC, a ~~management~~Delaware ~~agreement~~limited ~~dated~~liability ~~January~~company 1,(“MS ~~2013~~& (Co.”). Pursuant to the ~~“Management~~Customer Agreement”, MS & Co. will (i) hold a portion of the registrant’s assets in an account in the registrant’s name, ~~with~~(ii) hold a portion of the registrant’s assets invested in Rabar ~~Market~~Master ~~Research,~~Fund ~~Inc~~L.P. (the “~~Advisor~~Master Fund”), in an ~~Illinois~~account ~~corporation,~~in ~~pursuant~~the toMaster ~~which~~Fund’s name as margin for futures and other contracts traded for the ~~Advisor~~Master ~~shall~~Fund ~~manage~~in accordance with the instructions of a commodity trading advisor selected by Ceres Managed Futures LLC, the registrant’s and the Master Fund’s general partner, and (iii) provide clearing services for such trades. The assets ~~allocated~~held toin itboth the registrant’s and the Master Fund’s accounts will be segregated as customer funds.

Pursuant to the ~~Management~~Customer Agreement, the registrant ~~will~~shall indirectly pay ~~the~~MS ~~Advisor~~& aCo., ~~monthly~~through ~~management~~its ~~fee~~investment ~~equal~~in ~~to 1/12 of 2% (2% per year) of~~ the ~~month~~Master ~~end~~Fund, ~~net~~any ~~assets~~brokerage ofcharges, ~~the~~give-up ~~registrant~~fees, ~~allocated~~commissions toand ~~the~~service ~~Advisor. The~~fees ~~Advisor~~as ~~will~~may ~~also~~from ~~receive~~time ~~a quarterly incentive fee equal~~ to ~~20%~~time ofbe ~~new~~agreed ~~trading~~between ~~profits (as defined in~~ the ~~Management Agreement) earned by the Advisor in each calendar quarter~~parties.

The ~~Management~~Customer Agreement ~~expires on June 30th of each year, beginning in 2013, and~~ may be ~~renewed~~terminated by ~~the~~either ~~General~~party ~~Partner, in its sole discretion, for additional one-year periods~~ upon notice to the ~~Advisor~~other ~~not less than 30 days prior to the expiration of the previous period~~party.

The Management Agreement is filed herewith as Exhibit 10.1.

Item 1.02. Termination of a Material Definitive Agreement.

Effective December 31, 2012, the General Partner and the registrant terminated the amended and restated management agreement dated September 15, 2010 (the “Chesapeake Management Agreement”), with Chesapeake Capital Corporation, an Illinois corporation (“Chesapeake”), pursuant to which Chesapeake managed the registrant’s assets allocated to it. The General Partner terminated the Chesapeake Management Agreement because the General Partner believes it’s in the best interest of the registrant. Chesapeake served as the sole advisor to the registrant since the registrant’s inception.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Management Agreement dated January 1, 2013 by and among the registrant, Ceres Managed Futures LLC and Rabar Market Research, Inc.

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 hereunto duly authorized.

TIDEWATER FUTURES FUND L.P. By: Ceres Managed Futures LLC, General Partner By /s/ Alper Daglioglu Alper Daglioglu President and Director

ByDate: September ~~Ceres Managed Futures LLC~~10, ~~General Partner~~2013

Walter Davis

President and Director

Date: January 7, 2013

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