Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
January 4, 2008
Mail Stop 4561
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VIA EDGAR AND FEDEX
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Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Attn: Jorge Bonilla
Senior Staff Accountant
Re: Smith Barney Tidewater Futures Fund L.P.
Form 10 - Response to SEC Comments
File No. 000-52604
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Ladies and Gentlemen:
On behalf of this firm's client, Smith Barney Tidewater Futures Fund L.P. (the
"Partnership"), I am transmitting herewith for filing with the Securities and
Exchange Commission (the "Commission") this letter in response to the Commission
Staff's comment letter dated November 9, 2007 (the "Letter") to the
Partnership's Registration Statement on Form 10 that was filed with the
Commission on April 30, 2007, as amended by Amendment No. 1 filed with the
Commission on October 18, 2007 (the "Registration Statement"). The following
responses are numbered to correspond to the numbering of the Letter. For your
convenience, the Staff's comments are indicated in italics, followed by the
response of Citigroup Managed Futures LLC, the general partner of the
Partnership (the "General Partner"). Page numbers in the headings refer to page
numbers in the Registration Statement filed with the Commission on October 18,
2007.
General
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1. We note that your response has been submitted and signed by your counsel.
Please provide on a separate letter from, and signed by an officer of, the
Company a statement acknowledging that:
o The company is responsible for the adequacy and accuracy of the
disclosures in the filings;
Smith Barney Tidewather Futures Fund L.P.
Page 2
o Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
A separate letter from and signed by an officer of the General Partner has been
filed along with this response letter.
Financial Statements and Notes
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Note 4 Trading Activities, page 51
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2. We note your disclosure that "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."
Please tell us the reported value of your contracts whose values are
determined based on models and other valuation methods or valuations made
in good faith by management, and how you consider expanding your disclosure
to explain those valuation methods. Also, explain to us how you considered
the disclosure requirements in FR-61 as it relates to your trading
activities in contracts that are not traded on an exchange.
Substantially all of the Partnership's trading is in exchange traded futures
contracts for which daily settlement prices are available.
While the Partnership may trade off-exchange forward foreign currency contracts,
such trading, when it occurs, constitutes a relatively minor portion of the
Partnership's overall trading. Off-exchange contracts are traded in currencies
for which there is generally a liquid underlying market. To date, all
off-exchange contracts traded by the Partnership have been in currencies for
which an exchange traded contract also exists. Thus, such contracts are valued
by reference to the settlement price of the exchange traded contract and the
General Partner has not had to employ any other method of valuation.
The General Partner believes that the Partnership's disclosure complies with the
requirements of Regulation S-K, Item 303 and the Commission's statement
regarding Management's Discussion and Analysis of Financial Condition in FR-61
(January 22, 2002). The General Partner believes that the Partnership's current
disclosure, in light of the small amount of off-exchange instruments traded,
provides both a "full explanation[], in plain English," and disclosure that is
"useful and understandable" in accordance with the guidelines set forth in
FR-61. In light of the above, the General Partner does not believe that
additional disclosure is necessary.
Smith Barney Tidewather Futures Fund L.P.
Page 3
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Please feel free to call either the undersigned at (212) 728-8727 or Gabriel
Acri of this office at (212) 728-8833 with any questions.
Very truly yours,
/s/ Rita M. Molesworth
Rita M. Molesworth
cc: Jennifer Magro
Wilson K. Lee
Gabriel Acri