UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
December 31, 2006Commission File Number: 0-23529RFMC WILLOWBRIDGE FUND, L.P.(Exact name of
registrant as specified in its charter)

|Delaware                                                                                         | 22-2678474                          
|------------------------------------------------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of
      incorporation or organization)                             | (I.R.S. Employer Identification No.)
|                                                                                                
|4 Benedek
      RoadPrinceton, NJ 08540(Address of principal executive
      offices) (Zip Code)
|                                                                                                
|                                                                                                
|(609)
      921-0717                                                                            
|(Registrant's telephone
      number, including area code)                                      
|                                                                                                
|Securities registered
      pursuant to Section 12(b) of the Act: None                          
|Securities registered
      pursuant to Section 12(g) of the Act:                               
|Limited Partnership Units                                                                       

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.xYesoNo

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).o
Yes      x No





TABLE OF CONTENTS

|                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART I                                                                                                                                                      
|Item 1.     
      Business                                                                                                                                 
|Item 1A.    Risk Factors                                                                                                                                    
|Item 1B.  
      Unresolved Staff Comments                                                                                                                  
|Item 2.        Properties                                                                                                                                   
|Item 3.        Legal Proceedings                                                                                                                            
|Item 4.       Submission of Matters to a Vote of Security Holders                                                                                           
|                                                                                                                                                            
|PART II                                                                                                                                                     
|Item 5.       
    Market for Registrant's Common Equity, Related Stockholder Matters
                             And Issuer Purchases of Equity Securities
|Item 6.        Selected Financial Data                                                                                                                      
|Item 7.        Management's Discussion and Analysis of Financial Condition
    and Results of Operations                                                    
|Item 7A.     Quantitative and Qualitative Disclosures About Market Risk                                                                                     
|Item 8.        Financial Statements and Supplementary Data                                                                                                  
|Item 9.        Changes in and Disagreements With Accountants on Accounting
    and
    Financial Disclosure                                                 
|Item 9A.     Controls and Procedures                                                                                                                        
|Item 9B.      Other Information                                                                                                                             
|                                                                                                                                                            
|PART III                                                                                                                                                    
|Item 10.      Directors and Executive Officers                                                                                                              
|Item 11.      Executive Compensation                                                                                                                        
|Item 12.      Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters                                            
|Item 13.      Certain Relationships and Related Transactions                                                                                                
|Item 14.      Principal Accountant Fees and Services                                                                                                        
|                                                                                                                                                            
|PART IV                                                                                                                                                     
|Item 15.      Exhibits, Financial Statement Schedules                                                                                                       

PART I

Summary

RFMC Willowbridge Fund, L.P. (formerly named
The Willowbridge Fund, L.P.) (the "Partnership") is a limited partnership
organized under the Delaware Revised Uniform Limited Partnership Act. The
business of the Partnership is to trade, buy, sell or otherwise acquire, hold
or dispose of commodity futures contracts, options on physical commodities and
on commodity futures contracts, forward contracts, and any rights pertaining
thereto ("Commodity Interests") and to engage in all activities incident
thereto. The objective of the Partnership is the appreciation of its assets
through speculative trading.

Ruvane Fund Management Corporation (formerly
named Ruvane Investment Corporation), a Delaware corporation (the "General
Partner"), is the general partner of the Partnership. The Partnership and the
General Partner maintain their principal business office at 4 Benedek Road,
Princeton, New Jersey 08540. The telephone number for the Partnership and the
General Partner is (609) 921-0717, the facsimile number is (609) 921-0577, and
their e-mail address is info@willowbridgefund.com.

The General Partner has been registered with
the Commodity Futures Trading Commission ("CFTC") pursuant to the Commodity
Exchange Act ("CEA"), as amended (the "CEA"), as a Commodity Pool Operator ("CPO")
since August 8, 1995, as a Commodity Trading Advisor ("CTA") since January 12,
1990 and as an introducing broker since May 8, 1995, and is a member of the
National Futures Association ("NFA") in such capacities. See "The General
Partner." The General Partner has selected Willowbridge Associates Inc. ("Willowbridge"
or the "Advisor") as the Partnership's trading advisor. The Advisor's main
business address is 101 Morgan Lane, Suite 180, Plainsboro, New Jersey 08536
and its telephone number is (609) 936-1100. The Advisor has been registered as
a CPO and a CTA pursuant to the CEA since May 3, 1988 and is a member of the
NFA in such capacities. All trading decisions regarding the Partnership are
made by the Advisor. See "The Advisor."

All of the Partnership's assets are traded
pursuant to the Advisor's Primary Investment Program, utilizing three of the
trading systems operated by the Advisor. The three trading systems utilized
under the Primary Investment Program are computer-based, quantitative systems
that trade in domestic and foreign financial instruments, currencies, precious
metals and other commodities such as grains, foods and energy products. See
"Trading Programs-Allocation of Capital." The General Partner believes that
the combination of several investment strategies and global market exposure
reduces the Partnership's dependence on the success of any single strategy
while positioning the Partnership to participate in economic trends in
different markets. Nonetheless, in many cases the markets traded by the
individual trading strategies overlap and the positions held by the
Partnership at any particular point in time may result in different
concentrations in any group of markets, which may reduce the diversity of the
Partnership's investments. See "Risk Factors."

The Partnership is designed to permit
investors to participate in the financial advantages presented by trading in
Commodity Interests. However, trading in Commodity Interests does entail
significant risks, and it is possible that an investor in the Partnership
could lose its entire investment. Trading in Commodity Interests is
speculative, volatile and highly leveraged and may be riskier and more
volatile than many other investments. Further, the Partnership is obligated to
pay trading and operational expenses and pay incentive fees, if any, which
could materially affect the net results of an investment in the Partnership by
reducing net profits or increasing net losses, and the Partnership will be
required to make trading profits in the amount of such charges and fees, less
interest earned, to avoid depletion or exhaustion of its assets and to
generate any profits for the Partnership and the Limited Partners. There can
be no assurance that the Partnership will achieve any profits. See "Risk
Factors."

In accordance with the amendment to Section
5 of the Limited partnership Agreement of the Partnership (the "Agreement"),
effective January 16, 2003, the Partnership offers separate classes of limited
partnership interests, whereby interests which were already issued by the
Partnership will be designated as Class A interests. The Partnership also
offers Class B limited partnership interests in private offering pursuant to
Regulation D as adopted under section 4(2) of the Securities Act of 1933, as
amended. The Partnership will offer the Class B interests up to an aggregate
of $100,000,000.

The General Partner

The General Partner, to the exclusion of the
limited partners of the Partnership (the "Limited Partners"), manages and
conducts the business of the Partnership. The General Partner (i) selects and
monitors the independent commodity trading advisors and the commodity brokers;
(ii) allocates and/or reallocates assets of the Partnership to or from the
advisors; (iii) determines if an advisor or commodity broker should be removed
or replaced; (iv) negotiates management fees, incentive fees and brokerage
commissions; and (v) performs such other services as the Partnership may from
time to time request.

The General Partner is responsible for the
allocation of the Partnership's capital among various investment programs. The
Partnership's capital currently is allocated to the Primary Investment Program
of the Advisor. See "Trading Programs." The General Partner, in the future,
may allocate the Partnership's assets to other trading programs. In addition,
the General Partner may introduce the Partnership's trades to the
Partnership's commodity brokers. Under the terms of the Amended and Restated
Limited Partnership Agreement of the Partnership (the "Partnership
Agreement"), the General Partner will maintain a general partner contribution
of $1,000 to the Partnership. As of December 31, 2006, the General Partner
owned $853,304 of Class A partnership interests. The General Partner is a
Delaware Corporation organized in January 1990. The principal of the General
Partner is Robert L. Lerner. See "Directors and Executive Officers."

Futures Trading

Futures contracts are contracts made on or
through a commodity exchange and provide for future delivery of agricultural
and industrial commodities, precious metals, foreign currencies or financial
instruments, and in the case of certain contracts, such as stock index futures
contracts and Eurodollar futures contracts, provide for cash settlement. Such
contracts are uniform for each commodity on each exchange and vary only with
respect to price and delivery time. A contract to buy or sell may be satisfied
either by making or taking delivery of the commodity and payment or acceptance
of the entire purchase price therefor or by offsetting the obligation with a
contract containing a matching contractual obligation on the same (or a
linked) exchange prior to delivery. In futures and forward trading, capital is
not used to acquire a physical asset but only as security for the payment of
losses incurred in open positions. United States commodity exchanges
individually or, in certain limited situations, in conjunction with certain
foreign exchanges, provide a clearing mechanism to facilitate the matching of
offsetting trades. Once trades made between members of an exchange have been
confirmed, the clearinghouse is substituted for the clearing member acting on
behalf of each buyer and each seller of contracts traded on the exchange and
in effect becomes the other party to the trade. Thereafter, each clearing
member party to the trade looks only to the clearinghouse for performance.
Clearinghouses do not deal with customers, but only with member firms, and the
"guarantee" of performance under open positions provided by the clearinghouse
does not extend to customers. If a customer's commodity broker becomes
bankrupt or insolvent, or otherwise defaults on such broker's obligations to
such customer, the customer in question may not receive all amounts owing to
such customer in respect of trading, despite the clearinghouse fully
discharging all of its obligations.

Two broad classifications of persons who
trade in commodity futures are "hedgers" and "speculators." Commercial
interests, including banks and other financial institutions, and farmers, who
market or process commodities, use the futures markets for hedging. Hedging is
a protective procedure designed to minimize losses that may occur because of
price fluctuations. The usual objective of the hedger is to protect the profit
that he expects to earn from his financial operations, rather than to profit
strictly from his futures trading. The commodity markets enable the hedger to
shift the risk of price fluctuations to the speculator.

The speculator, such as the Partnership,
risks its capital with the hope of making profits from the price fluctuations
in futures contracts. The speculator assumes the risks which the hedger seeks
to avoid. Speculators rarely expect to take or make delivery of the cash or
actual physical commodity in the futures market. Rather, they generally close
out their futures positions by entering into offsetting purchases or sales of
futures contracts. Because the speculator may take either a long or short
position in the futures markets, it is possible for the speculator to earn
profits or incur losses regardless of the direction of price trends.
Generally, commodities trades made by the Partnership will be for speculative
rather than for hedging purposes.

The justification for futures trading is
that it provides the means for those who produce or deal in cash commodities
to hedge against unpredictable price changes. Price fluctuations affect the
value of inventory, the cost of production and the competitive pricing of end
products. The risks of price fluctuation confront and threaten a diverse set
of firms that merchandise, store or process large volumes of cash commodities.
Government securities dealers, for example, often maintain a large inventory
of notes and bonds. Even a small increase in prevailing interest rate levels
can significantly reduce the value of those inventory holdings, and hence the
price at which they can be sold. In determining the pricing of its output, the
large baker, for example, is subject to the market prices of its raw
materials, such as wheat, sugar and cocoa. A sudden increase in the prices of
these materials will raise the cost of production and negatively affect the
competitiveness of the finished product. Other entities that face the risks
associated with market price fluctuation include farmers, grain elevator
operators, importers, refiners and commercial banks. The constraint these
entities face is that there are no short run substitutes for certain items
essential for continued operation. The baker cannot function without flour,
the securities dealer without bonds or the refiner without crude oil. As a
result, the need arises for a vehicle through which commercial entities as a
group can transfer the risk of price fluctuation to some other group that is
willing to bear that risk. The futures markets exist as the vehicle that
allows the transfer of price risk from commercial entities, called hedgers, to
risk-bearing entities, called investors or speculators.

Investment Philosophy

The General Partner believes that, if an
investor utilizes a disciplined approach to managing risk, and is
appropriately capitalized, the investor will earn a premium for bearing risk.
It is this premium that is the source of returns to futures investing. The
returns to futures investing are driven by events that upset the supply and
demand equilibrium of the underlying commodity market. For example, a change
in the prime rate will affect interest rate and currency instruments, a
drought will alter the production expectations for agricultural products, or
the prospect of a war in the Middle East will cause the prices of crude oil
and its derivatives to fluctuate. It is during these periods of disruption
that the risk premium generally is paid. Conversely, when commodity markets
are stable and directionless, returns from risk premiums are not to be
expected. Since traditional investment instruments like stocks and bonds
perform poorly during disruptive periods and well in a stable economic
environment, a futures investment can offer the potential benefits of
diversification to a traditional portfolio.

The General Partner believes that two
important considerations in evaluating an investment opportunity are whether
the investment has a sound underlying economic foundation for its expected
return and whether the approach employed by the investment's manager has the
capability to realize that return. The General Partner's approach to
investment in futures is designed to achieve consistent profits over the long
term. The key to the General Partner's investment approach is diversification
among trading methods and among markets, which is intended to reduce the
variability of returns while maintaining the ability to capitalize on
profitable trends.

The General Partner allocates the
Partnership's capital to an investment program of the Advisor, which uses a
mix of trading strategies that (i) have demonstrated the ability to achieve
long-term trading success and (ii) enhance the diversification characteristics
of the account. The General Partner measures the success of an investment
program by its trading and research results and experience.

The General Partner believes that an account
should be considered a long-term investment in order to afford the different
trading strategies and investment programs time to operate under a variety of
different market conditions. Consequently, the General Partner may choose not
to reallocate capital from or terminate an investment program or trading
strategy even if that investment program or trading strategy has had an
unprofitable period of significant duration. As the performance of the
investment programs and trading strategies will vary, the percentage of the
Partnership's capital under the management of each may vary also. Therefore,
it is unlikely that the current capital allocations will in fact be the actual
allocations at any time during the Partnership's operations. When capital is
withdrawn from the Partnership, the capital under each investment program's
and trading strategy's management will be reduced in amounts determined by the
Advisor, in consultation with the General Partner.

Extensive leverage is available in futures
markets. The General Partner will monitor the Advisor's trading so that
leverage remains within levels acceptable to the General Partner, in its sole
discretion. In general, the General Partner anticipates that margin
commitments for the Partnership will range between 15% and 40% of capital.
Margin commitments represent that portion of the capital of the Partnership
which is committed as margin for futures contracts. Margins are good faith
deposits which must be made with a commodity broker in order to initiate or
maintain an open position in a futures contract.

The Advisor

The General Partner has selected
Willowbridge as the Partnership's trading advisor. The Advisor is a global
trading advisor, managing over U.S. $513 million in nominal account size (U.S.
$471.5 million of actual funds) as of February 1, 2007 in futures, forward,
spot and option contracts and related instruments for international banks,
brokerage firms, pension funds, institutions and high net worth individuals.
The Advisor was organized as a Delaware corporation in January 1988 and trades
on a 24-hour basis in over 70 markets worldwide. The primary activity of
Willowbridge is to buy, sell (including short sales), make a spread or
otherwise trade in Commodity Interests. The Advisor may, to a limited extent,
also trade in other instruments. The trading principals of the Advisor are
Philip L. Yang and Michael Y. Gan. See "Directors and Executive Officers."

The Advisor makes trading decisions pursuant
to its trading strategies under the investment programs, as well as pursuant
to any other trading program, selected by the General Partner. As used herein,
the term "trading system" refers to a computerized technical, systematic
trading program of the Advisor, the term "trading approach" refers to a
discretionary trading program of the Advisor and the term "trading strategy"
refers to either a trading system or a trading approach.

Trading Programs

Commodity traders generally rely on either
technical or fundamental analysis, or a combination thereof, in making trading
decisions and attempting to identify price trends. Fundamental analysis looks
at the external factors that affect the supply and demand of a particular
commodity in order to predict future prices. As an example, some of the
fundamental factors that affect the demand of a foreign currency, like the
British pound, are the inflation and interest rates of the currency's domestic
market, exchange controls, and the country's balance of trade, business
climate and political stability. The supply of a currency may be determined
by, among other things, government spending, credit controls, domestic money
supply and prior years' trade balances. Some of the fundamental factors that
affect the supply of an agricultural commodity, such as corn, include the
acreage planted and factors affecting crop conditions such as drought, flood
and disease. The demand for corn consists of domestic consumption and exports,
and is a product of many things, including general world economic conditions,
as well as the cost of corn in relation to the cost of competing products such
as soybean meal, wheat, oats and barley.

Technical analysis is not based on the
anticipated supply and demand of the cash (actual) commodity; instead, it is
based on the theory that a study of the markets themselves will provide a
means of anticipating future prices. Technical analysis of the markets
generally will include a study of the actual daily, weekly and monthly price
fluctuations, volume variations and changes in open interest, utilizing charts
or computers for analysis of these items.

The investment programs and trading
strategies which the General Partner has selected to trade the Partnership's
assets are described below, and from time to time may be changed or refined.
Additional trading programs may be developed by the Advisor or other trading
advisors who may be employed in trading the assets of the Partnership.

Each trading system employed by the Advisor
will attempt to detect trends in price movements for futures, option, forward
and spot contracts. All successful speculative commodity trading depends upon
establishing a position and then maintaining that position while the market
moves in favor of the trader. Technical trading systems seek to establish such
positions and to exit the market and establish reverse positions, or both,
when the favorable trend either reverses or does not materialize. No such
system will be successful if the market is moving in an erratic and
nontrending manner or if the market moves in the direction opposite to that
predicted by the system. Because of the nature of commodity markets, prices
frequently appear to be trending when the market is, in fact, without a trend.
In addition, a trading system may identify markets as trending favorably to a
particular position in the market even though actual market performance
thereafter is the reverse of the trend identified.

The investment programs and trading
strategies to be followed by the Advisor do not assure the success of the
Partnership. Investment decisions made in accordance with these programs and
strategies will be based on an assessment of available facts. However, because
of the large quantity of facts at hand, a number of available facts may be
overlooked. Variables may shift and any investment decision must, in the final
analysis, be based on the judgment of the Advisor. Accordingly, no assurance
can be given that the Advisor's investment programs and trading strategies
will result in profits to investors in the Partnership.

For each of the trading strategies, risk is
managed on a market by market level as well as on an overall portfolio level.
On the market level, risk is managed primarily by utilizing proprietary
volatility filters. When these filters detect a certain excessive level of
volatility in the markets traded, they will signal that the trading strategies
should no longer be trading in the markets in which the filters have detected
excessive volatility. In this way, the trading strategies do not participate
in markets in which there are extremes in market action. On the portfolio
level, risk is managed by utilizing a proprietary portfolio cutback rule. When
cumulative profits have reached a certain level, this rule determines that
positions should be halved across the entire portfolio. In this way, risk is
reduced while allowing the trading strategies to continue to participate in
the markets, albeit at a reduced level. After the portfolio has been traded at
half, the rule will then determine when to increase positions to again trade
at the full level.

Allocation of Capital

All of the Partnership's assets are
currently traded pursuant to the Primary Investment Program, utilizing all or
part of three of the trading systems operated by Willowbridge: the Vulcan
System, the Argo System and the Siren System. (See "Trading Programs and Use
of Proceeds --Description of Trading Systems.") The General Partner, in the
future, may allocate the Partnership's assets to other trading strategies and
investment programs.

Primary Investment Program

Under the Primary Investment Program,
Willowbridge has the discretion, based upon its periodic evaluation of market
conditions, to determine which trading system to use for a given market and to
initially allocate and subsequently reallocate among such trading strategies
and components of such trading strategies. For example, if Willowbridge
believes that we are in a period in which the grains are likely to perform
well, it may apply the Argo and Titan Systems to the grain markets since these
trading systems typically have performed well in similar environments. Also,
if Willowbridge does not believe market conditions warrant trading a
particular market, no positions will be taken. Typically, changes in trading
systems used for particular markets are made infrequently. Approximately
one-half of the assets traded by Willowbridge pursuant to the Primary
Investment Program are allocated to the Argo System and the remaining portion
is allocated between currencies and financial instruments traded pursuant to
the Vulcan System and precious metals, grains, meats, energies, softs and
tropicals traded pursuant to the Siren System. In November 1997, a trading
component of Titan was added to the Primary Investment Program. Effective
January 2006, the components of the energies sector that were previously
traded pursuant to signals from the Siren System will be traded based on
Vulcan System signals. Willowbridge, in consultation with the General Partner,
may change the allocation of the assets it trades pursuant to the Primary
Investment Program among the trading systems and among the commodities traded
pursuant thereto. Typically, changes in strategies used for particular markets
are made infrequently. If the assets of the Partnership allocated to the
Primary Investment Program fall below $1,000,000, Willowbridge may not be able
to trade the Primary Investment Program portfolio.

Description of Trading Systems

The trading systems used by the Advisor are
proprietary and confidential. The descriptions herein, therefore, are, of
necessity, general and not intended to be exhaustive.

Vulcan Trading System

The Vulcan Trading System ("Vulcan"), which
commenced trading in 1988, is a computerized technical trading system. It is
not a trend-following system, but does ride a trend when the opportunity
arises. Vulcan uses the concepts of pattern recognition, support/resistance
levels, and counter-trend liquidations in making trading decisions. In effect,
Vulcan is more akin to a systematic technical charting system, as opposed to
most computer systems which are based on pure trend-following calculations.

The Vulcan System is based on general
technical trading principles that over time have repeatedly shown their
validity as price movement forecasters. As used in connection with the
Partnership, it applies these principles to a diversified portfolio of
financial instruments and currencies. Given that the system is based on
general principles, the system parameters used are the same for all items in
the portfolio and are not optimized. In this manner, the Vulcan System
minimizes the problem of data-fitting.

Vulcan determines, on a daily basis, whether
to be long, short or flat each of the various commodities in its portfolio.
The Vulcan portfolio traded for the Primary Investment Program includes:

|Domestic Financial
      Instruments: | Treasury Bonds, Treasury Notes,
      Eurodollars                                                                                           
|------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------
|Foreign Financial
      Instruments:  | EuroYen, Japanese Bonds, Australian T-Bills,
      Australian T-Bonds, Short-Sterling, Gilts, Euribor, Euro-Swiss, Bunds,
      Bobls, Shatz
|Currencies:                           | Pound Sterling, Canadian Dollar, Swiss
      Franc, Japanese Yen, Australian Dollar,EuroFX, EuroYen, Euro
      Pound                       

The above list is provided only as an indication of markets
traded since Willowbridge removes and adds contracts to the list from time to
time.

It is intended that approximately 15% to 40% of the assets
under management pursuant to the Vulcan System normally will be committed as
margin for Commodity Interest trading, but from time to time, the percentage
of assets committed may be substantially more or less. Positions are generally
held from 10 to 15 trading days.

Argo Trading System

The Argo Trading System ("Argo") commenced trading in 1988.
Argo essentially incorporates Vulcan's concepts of pattern recognition,
support/resistance levels and counter-trend liquidations. However, Argo has a
relatively slower time horizon than Vulcan and attempts to capture longer-term
price moves. The Argo portfolio includes the instruments traded in the Vulcan
portfolio, as well as the following other commodities:

|Grains:          | Corn, Wheat, Soybeans, Soybean Meal,
    Soybean Oil                                                         
|---------------- | -------------------------------------------------------------------------------------------------------------
|Precious Metals: | Gold, Silver                                                                                                 
|General:         | Crude Oil, Heating Oil, Unleaded
    Gasoline, Natural Gas, Copper, Sugar, Coffee, Cocoa, Cotton, Live Cattle

The above list is provided only as an indication of markets
traded since Willowbridge removes and adds contacts to the list from time to
time.

It is intended that Argo's positions will generally be held
from 20 to 30 trading days with approximately 15% to 40% of assets under
management normally committed as margin for Commodity Interest trading, but
from time to time the percentage of assets committed may be substantially more
or less.

Siren Trading System

The Siren Trading System ("Siren"), which commenced trading
in January 1991, is a system based on the principles of market profiles and
other techniques that utilize real time price information. Siren can best be
characterized as a top and bottom picking system. Siren tries to determine
acquisition and distribution patterns that often signal the end and reversal
of a major trend bias. When it identifies such a change, it will attempt to
initiate a countervailing position. Siren's time frame is generally 20 trading
days. The Siren portfolio traded for the Primary Investment Program includes:

|Grains:          | Corn, Wheat, Soybeans, Soybean Meal,
    Soybean Oil                                                         
|---------------- | -------------------------------------------------------------------------------------------------------------
|Precious Metals: | Gold, Silver                                                                                                 
|General:         | Crude Oil, Heating Oil, Unleaded
    Gasoline, Natural Gas, Copper, Sugar, Coffee, Cocoa, Cotton, Live Cattle

The above list is provided only as an indication of markets
traded since Willowbridge removes and adds contracts to the list from time to
time.

It is intended that approximately 15% to 40% of the assets
under management pursuant to Siren will be normally committed as margin for
Commodity Interest trading, but from time to time, the percentage of assets
committed may be substantially more or less.

Trading Policies

In its trading activities, the Partnership will adhere to
the following policies. The General Partner will notify limited partners of
any changes in these trading policies.

1.  The Partnership will not lend or borrow money,
although the Partnership may utilize lines of credit for trading forward
contracts.

2.  The Partnership will not commingle its assets with
those of other persons, except as permitted under the CEA and the rules and
regulations promulgated thereunder.

3.  The Partnership will not trade bank forward
contracts with or through any bank that, as of the end of its latest fiscal
year, had an aggregate balance in its capital, surplus and related accounts of
less than $100,000,000, as shown by its published financial statements for
such year.

4.  The Partnership will not purchase, sell or trade
securities, except securities approved by the CFTC for investment of customer
funds. The Partnership may trade in futures contracts on securities and
securities indices, options on such futures contracts, and other commodity
options.

The Commodity Brokers

The Partnership executes and clears trades in futures and
commodity options through Man Financial, Inc. ("Man") and ADM Investor
Services, Inc. ("ADM"), unaffiliated brokers selected by the General Partner.
The General Partner may retain additional or substitute clearing brokers in
the future. Man and ADM are registered under the CEA as futures commission
merchants and are members of the NFA in such capacities. Man and ADM act only
as clearing brokers for the Partnership and as such are paid commissions for
executing and clearing trades on behalf of the Partnership. Neither Man nor
ADM act in any supervisory capacity with respect to the General Partner or
participate in the management of the General Partner or the Partnership.

The assets of the Partnership are deposited with Man and
ADM in trading accounts established by the Partnership for the Advisor and are
used by the Partnership as margin to engage in trading. Each of the clearing
brokers is a futures commission merchant registered with the CFTC. Such assets
are held in either an interest-bearing bank account or in securities approved
by the CFTC for investment of customer funds. The clearing brokers through
clearing futures trades for its customers, including the Partnership, could
expose the Partnership to credit risk. The clearing brokers attempt to
mitigate this risk relating to futures contracts in regulated commodities by
maintaining funds deposited by customers in separate bank accounts, which are
designated as segregated customers' accounts. In addition, the clearing
brokers have set aside funds deposited by customers relating to foreign
futures and options in separate bank accounts, which are designated as
customer secured accounts. Lastly, the clearing brokers are subject to the
CFTC's Net Capital Rule, which requires the clearing brokers to maintain
minimum net capital of at least 4% of the segregated customer funds as defined
by the CEA and regulations promulgated thereunder.

The clearing brokers must comply with the settlement
procedures established by the clearinghouse of each exchange where the
clearing broker is a clearing member. The rules of exchange vary, but at a
minimum the exchange guarantees performance on every contract to each of its
clearing members. Thus, once a trade between two clearing members is matched
by the exchange, the rights and obligations under the futures or options
contract do not run between the original buyer and seller, but between the
clearing member and the seller of the contract, and between the clearing
member and the buyer. The clearinghouse sets a settlement price for settling
all accounts between clearing members for each contract month. Unliquidated
positions on outstanding contracts are marked to market at least once a day
via midday and/or morning calls to determine any additional margin
requirements. In general, a clearinghouse is backed by the membership and will
act in the event of non-performance by one of its members or one of the
member's customers, the intent of which is to significantly reduce credit
risk. If a clearing broker is not a member of an exchange clearinghouse, it
will comply with the settlement procedures established with the actual
carrying brokers and will operate through them. Settlement of calls on such
contracts may take an extra day on U.S. exchanges or two extra days on non-U.S.
exchanges. Additional margin requirements are wire-transferred by the clearing
brokers to the appropriate clearinghouse. During the years ended December 31,
2005 and 2004, the Partnership had no material credit risk exposure to a
counterparty that is a foreign commodities exchange.

Fees and Expenses

The General Partner

Upon admission to the Partnership, each new subscriber for
interests in the Partnership will pay 1% of his subscription amount to the
General Partner as an administrative charge. Existing Limited Partners who
subscribe for additional interests in the Partnership will pay to the General
Partner 1% of the amount of the additional subscription as an administrative
charge. The General Partner waives this charge for limited partners who are
affiliates of the General Partner. The Partnership also pays the General
Partner a yearly management fee in an amount equal to 1% of the net asset
value of the Partnership as of the first business day of each year before
deducting (i) accrued ordinary legal, accounting and auditing fees and (ii)
any incentive fees payable to the Advisor. In addition, Class A Interests pay
to the General Partner a flat-rate monthly brokerage commission of
approximately 0.29% of the net asset value of the Partnership as of the
beginning of each month (a 3.5% annual rate) for the period, January 1, 2002
to July 31, 2002. Beginning August 1, 2002, Class A Interests pay to the
General Partner a flat-rate monthly brokerage commission of approximately
0.33% of the net asset value of the Partnership as of the beginning of each
month (a 4.0% annual rate). Class B Interests paid to the General Partner
commission of up to 6.0 percent annually of the net asset value of the Class B
partners' capital. The General Partner will pay up to 3.0 percent from this
amount to properly registered selling agents as their compensation, and to the
extent the amount is less than 3%, the brokerage fee with respect to such
Class B limited partnership interests will be reduced accordingly. The General
Partner will pay from this amount all floor brokerage, exchange, clearing and NFA fees with respect to the Partnership's trading, but other execution costs,
including give-up charges (charges paid to a party for executing trades that
will be cleared by a third party) and service fees assessed by certain forward
dealing desks, will be paid by the Partnership. The General Partner will pay
from its own funds any futures brokerage commission and fees (except for
certain execution costs as noted above) incurred by the Partnership in excess
of the flat monthly rate it receives from the Partnership. The flat-rate
brokerage commission to the General Partner is calculated after reduction for
any brokerage commissions due at the end of the immediately preceding month,
any redemptions or distributions as of such immediately preceding month-end
and any accrued incentive fees as of such immediately preceding month-end, and
after including the interest credits for such immediately preceding month-end
and any additions as of the beginning of the month for which the flat-rate
brokerage commission is being calculated. Lastly, in the event the flat-rate
monthly brokerage commission payable by the Partnership to the General Partner
at any time exceeds the actual brokerage commissions and related fees to which
such flat-rate brokerage commission is applied, the General Partner will pay a
portion of such excess to Limited Partners who became Limited Partners prior
to September 1995, the date as of which the Partnership ceased to be a
proprietary pool under CFTC Rules, which portion paid to any such Limited
Partner shall not exceed such Limited Partner's pro rata share of the actual
brokerage commissions and related fees paid by the Partnership. The General
Partner may also pay a portion of such excess to properly registered selling
agents as compensation for their ongoing services to the Partnership, which
portion paid to any one selling agent is not expected to exceed 1% per annum
of the net asset value of the limited partnership interests sold by such
selling agent.

The Advisor

The Partnership pays to the Advisor a quarterly management
fee of .25% (1% per year) of the Partnership's month-end Net Assets (as
defined below) for each month during such quarter. The Partnership also
compensates the Advisor by paying to it a quarterly incentive fee of 25% of
New Profits (as defined below), if any. If any incentive fee is paid to the
Advisor, the Advisor will retain the amount paid regardless of any subsequent
decline in account value, but will not be eligible to receive subsequent
incentive fee payments until the Advisor has recouped its losses and earned
New Profits.

The Partnership's "Net Assets" shall mean the total assets
of the Partnership including all cash and cash equivalents, accrued interest
and the market value of all open commodity positions and other assets
maintained by the Partnership, less the market value of all liabilities and
reserves of the Partnership, including accrued management and incentive fees,
determined in accordance with the principles specified in Paragraph 6 of the
Partnership Agreement and, where no principle is specified, in accordance with
accounting principles generally accepted in the United States of America. The
market value of a commodity futures contract or option on a commodity futures
contract shall mean the most recent available closing quotation on the
exchange through which the particular commodity futures contract or option on
a commodity futures contract is traded by the Partnership; the market value of
a forward contract is determined by the dealer with which the Partnership has
traded the contract. If, however, a contract cannot be liquidated on the day
with respect to which the cumulative profits or losses on the account are
being determined, because of the operation of daily limits or other rules of
the commodity exchange upon which that contract is traded or otherwise, the
settlement price on the first subsequent day on which the contract can be
liquidated is the basis for determining the liquidating value of such contract
for such day. "New Profits" for the purpose of calculating the Advisor's
incentive fee only, is defined as the excess (if any) of (A) the net asset
value of the Partnership as of the last day of any calendar quarter (before
deduction of incentive fees paid or accrued for such quarter), over (B) the
net asset value of the Partnership as of the last day of the most recent
quarter for which an incentive fee was paid or payable (after deduction of
such incentive fee). In computing New Profits, the difference between (A) and
(B) above shall be (i) increased by the amount of any distributions or
redemptions paid or accrued by the Partnership as of or subsequent to the date
in (B) through the date in (A), (ii) adjusted (either decreased or increased,
as the case may be) to reflect the amount of any additional allocations or
negative reallocations of Partnership assets from the date in (B) to the last
day of the quarter as of which the current incentive fee calculation is made,
and (iii) increased by the amount of any losses attributable to redemptions.

Commodity Brokers

The General Partner currently pays commission rates of
approximately $11 for each initial purchase (or sale) and offsetting sale (or
purchase) of a commodity futures contract with respect to the Partnership's
trading (including NFA assessments and exchange fees), which rates in the
future may be higher or lower. The General Partner believes that this
brokerage rate is generally competitive with those charged by other commodity
brokers; however, other commodity brokerage firms might offer lower rates to
an account similar to that of the Partnership. Commissions are charged to the
Partnership based on a percentage of the net asset value at the beginning of
each month. The commission rate charged was 3.5 percent annually of the net
asset value of the Class A Interests for the period, January 1, 2001 to July
31, 2002. Beginning August 1, 2002, Class A Interests are charged 4.0 percent
annually of the net asset value of the Partnership. Class B Interests pay to
the General Partner commission of up to 6.0 percent annually of the net asset
value of the Class B partners' capital. The General Partner will pay up to 3.0
percent from this amount to properly registered selling agents as their
compensation, and to the extent the amount is less than 3% the brokerage fee
with respect to such Class B limited partnership interests will be reduced
accordingly.

Selling Agent

An investor in a Class A Interest who subscribes through a
selling agent may be charged a sales commission determined by the selling
agent. In no event, however, will such sales commission exceed 4% of the
subscription amount. The sales commission is paid directly to the Partnership
and is remitted to the selling agent on behalf of the investor in the
Partnership. Selling agents may also receive a portion of the commodity
brokerage commission from the Partnership's commodity brokers.

Dealers

Dealers will not charge the Partnership commissions, but
are compensated from the bid/offer spread that is quoted in dealing with the
Partnership. A customary mark-up is included in the price of the forward or
spot contract or the premium in the case of an option contract.

Others

The General Partner will pay expenses of the continuing
offering of Limited Partnership Units (consisting primarily of printing fees),
estimated to be approximately $10,000 per year. The ordinary administrative
expenses actually incurred by the Partnership, including periodic legal,
accounting and auditing fees, and other administrative expenses and fees,
which are estimated to be approximately $530,000 per year (excluding any
extraordinary expenses), will be borne by the Partnership.

Trading For Own Account

The General Partner, its principal and their affiliates
currently do not, but may in the future, trade Commodity Interests for their
own accounts. Limited Partners will not be permitted to inspect the records of
such trades. The Advisor, its principals and their affiliates also may trade
Commodity Interests for their own accounts. The records and the results of the
proprietary trading by the Advisor and its principals will not be made
available for inspection by the Limited Partners because of their confidential
nature.

The Partnership has no employees and the General Partner
has two employees. The fund administration and management information systems
are provided by Lamp Technologies LLP.

Conflicts of Interest

Relationship of the General Partner to Commodity Brokers

Although the General Partner is not affiliated with a
commodity broker, the General Partner may have a conflict of interest in
selecting brokers because of continuing business dealings with certain
brokers. For example, affiliates of certain brokers may serve as selling
agents for the Partnership. The General Partner and its principal or their
affiliates may have commodity accounts at the same brokerage firms as the
Partnership, and, because of the amount traded through the brokerage firms,
may pay lower commissions than the Partnership. The General Partner intends to
review brokerage arrangements on a periodic basis to assure that the
Partnership secures favorable execution of brokerage transactions and to
assure that the commissions paid are reasonable in relation to the value of
the brokerage and other services provided.

General Partner's Selection of Trading Advisors and Investment Programs

Under the terms of the Partnership Agreement, the General
Partner has the authority to engage independent commodity trading advisors or
affiliated commodity trading advisors to make trading decisions for the
Partnership. The Advisor has retained the General Partner as an independent
consultant to assist the Advisor in developing new business. The prospect of
possibly losing the ability to earn compensation as a consultant to the
Advisor could serve as a disincentive to the General Partner engaging a
different trading advisor. Should the General Partner select trading programs
which it, its principal or their affiliates operate, the General Partner may
have a conflict of interest between choosing the trading programs that the
General Partner believes will be most advantageous to the Partnership and
seeing that it or its affiliates' trading programs are used on behalf of the
Partnership and earning fees therefrom. The General Partner also may be less
likely to terminate the use of one of its or its affiliates' trading programs.
The General Partner will act as introducing broker for the Partnership and
receive a portion of the brokerage commissions generated by the Partnership's
trading activities. The General Partner may have a conflict of interest
between choosing the investment programs that the General Partner believes
will be most advantageous to the Partnership and seeing that the investment
programs which generate the most trading activity are used on behalf of the
Partnership and earning fees therefrom.

Management of Other Accounts by the Advisor and the General Partner

The Advisor and its affiliates currently manage other
accounts and act as general partner for other limited partnerships that trade
Commodity Interests, and the Advisor, the General Partner and their respective
affiliates may act in the future as manager of additional accounts and as
general partner for other such limited partnerships. Such accounts and
partnerships may hold positions either similar or opposite to the positions
taken by the Partnership, and the compensation received by the Advisor or the
General Partner from such other accounts and partnerships may differ from the
compensation they receive from the Partnership. As the Advisor manages
additional accounts, these accounts will increase the level of competition for
the same trades made for the Partnership.

Trading by Affiliates of the General Partner for Their Own Accounts

The principal of the General Partner and his family and
affiliates also may trade for their own accounts. Results of such trading will
not be made available to Limited Partners because of the confidential nature
of such records. In addition, the General Partner, its principal or their
affiliates may serve as the general partner or sponsor for other investment
vehicles engaged in the trading of instruments and contracts similar to those
traded by the Partnership. Such vehicles may hold positions either similar or
opposite to the positions taken by the Partnership, and the compensation
received by the General Partner, its principal or their affiliates from such
other vehicles may differ from the compensation received from the Partnership.

Trading by the Advisor and Affiliates of the Advisor for Their Own
Accounts

The Advisor and its principals have traded, and may
continue to trade, Commodity Interests for their own accounts. As a result, it
is possible that orders for their accounts may be entered in advance of or
opposite to orders for client accounts pursuant to, for instance, a neutral
order allocation system, a different trading strategy or a different risk
level of trading. However, any such proprietary trading is subject to the duty
of the Advisor to exercise good faith and fairness in all matters affecting
client accounts. The records and the results of the proprietary trading by the
Advisor and its principals will not be made available for inspection by the
Limited Partners because of their confidential nature. During the normal
course of trading, orders for the client's account may be executed in
competition with the orders for proprietary and other client accounts managed
by the Advisor. Depending on market liquidity and other factors, this conflict
could result in client orders being executed at prices that are less favorable
than would otherwise be the case. In addition, the Advisor may combine various
strategies to trade proprietary and client accounts. As a result, trading
decisions generated by different trading strategies and investment programs
may vary among accounts, resulting in different positions.

Trading by Affiliates of Clearing Brokers for Their Own Accounts

It is possible that certain officers, directors and
employees of the Partnership's clearing brokers and their families may from
time to time trade commodity futures contracts and other Commodity Interests
for their own accounts, including some of which may be managed by the Advisor.
In the event such individuals do trade for their own accounts, investors will
not be permitted to inspect such trading records. It is possible that such
persons may take positions either similar or opposite to positions taken by
the Partnership and that the Partnership and such persons may from time to
time be competing for either similar or opposite positions in the commodity
futures markets. In certain instances, the clearing brokers may have orders
for trades from the Partnership and orders from its own employees. The
clearing brokers might be deemed to have a conflict of interest between the
sequence in which such orders will be transmitted to the trading floor.
Depending on market liquidity and other factors, these conflicts could result
in the Partnership's orders being executed at prices that are less favorable
than would otherwise be the case.

Relationship of the Advisor to Futures Commission Merchants

The Advisor appears on the approved list of commodity
trading advisors for many futures commission merchants. Appearance on an
approved list means that futures commission merchants' representatives may
recommend the Advisor as a trading advisor to its clients. Inclusion on such
an approved list may create a conflict of interest for a trading advisor
between its duty to trade clients' accounts in the best interest of clients
and its financial interest in maintaining a position on a futures commission
merchant's approved list, which could be contingent upon generation of
adequate commission income from those accounts managed by the advisor. The
Advisor's policy, however, is to trade all comparable accounts in the same
manner regardless of the method by which the account was obtained.

Limitation of Liability and Indemnification of the General Partner

The Partnership Agreement contains various exculpatory
provisions, which provide that the General Partner, its officers, directors,
stockholders, employees, agents and affiliates and each person who controls
any of the same will not be liable, responsible or accountable in damages or
otherwise to the Partnership or any of its partners, their successors or
permitted assigns, except by reason of acts or omissions (1) in violation of
federal or state securities laws, (2) due to intentional or criminal
wrongdoing or gross negligence or willful misconduct, (3) constituting a
breach of fiduciary duty or (4) not in good faith in the reasonable belief
that they were in, or not opposed to, the best interests of the Partnership.
Any claim, action or proceeding by any Limited Partner can be brought only
against the General Partner and its assets, and not against any manager,
member, officer, employee, agent or affiliate of the General Partner, or any
person who controls any of the same. In addition, the Partnership has agreed
to indemnify, defend and hold harmless the General Partner, and its officers,
directors, stockholders, employees, agents and affiliates, and each person who
controls any of the same, from and against any loss, liability, damage, cost
or expense (including legal fees and expenses actually and reasonably incurred
in defense of any demands, claims or lawsuits) actually and reasonably
incurred arising from actions or omissions concerning the business or
activities undertaken by or on behalf of the Partnership from any source
including, without limitation, any demands, claims or lawsuits initiated by a
Limited Partner, if the acts, omissions or alleged acts or omissions upon
which such actual or threatened action, proceeding or claim is based were for
a purpose reasonably believed to be in, or not opposed to, the best interests
of the Partnership and were not (1) in violation of federal or state
securities laws, (2) performed or omitted as a result of intentional or
criminal wrongdoing or gross negligence or willful misconduct or (3) in
violation of the General Partner's fiduciary obligations to the Partnership.
The foregoing rights to indemnification and payment of legal fees and expenses
will not be affected in the event of the termination of the Partnership or the
withdrawal, dissolution or insolvency of the General Partner. These
exculpation and indemnification provisions may not be enforceable with respect
to certain statutory liabilities, such as liabilities resulting from
violations of federal securities laws.

The responsibility of a general partner to Limited Partners
is a rapidly developing and changing area of the law, and Limited Partners who
have questions concerning the responsibilities of the General Partner should
consult their counsel. Limited Partners should be aware, however, of the broad
authority given to the General Partner under the Partnership Agreement,
including the authority of the General Partner to enter into trading advisory
agreements under the Partnership Agreement, the absence of judicial decisions
providing standards defining excessive trading and the exculpatory provisions
in the Partnership Agreement.

ITEM 1A.  Risk Factors

Commodity Markets are Speculative and Risky

The markets in which the Partnership trades are speculative
and involve a high degree of risk. It is possible that an investor in the
Partnership could lose its entire investment. Each trading strategy within an
investment program employed by the Advisor involves a significant risk of
incurring large losses. The use of several different trading strategies may
not significantly reduce such risk due to, among other things, certain
similarities which may exist in the trading strategies. The volatility of the
commodities market could cause the Partnership and the Limited Partners to
incur substantial losses, potentially impairing the Partnership's equity base
and ability to achieve its long-term profit objectives even if favorable
market conditions subsequently develop.

Commodity Interest Prices are Volatile

Commodity Interest prices are highly volatile. Price
movements of Commodity Interest contracts are influenced by, among other
things, changing supply and demand relationships, governmental, agricultural
and trade programs and policies, and national and international political and
economic events. Changing crop prospects occasioned by unexpected weather or
damage by insects and plant diseases make it difficult to forecast future
supplies of agricultural commodities. Similarly, demand is also difficult to
forecast due to such factors as variable world production patterns, expected
purchases by or disruptions of trade with foreign countries and continued
changes in domestic needs. Financial instrument futures prices are influenced
primarily by changes in interest rates. Foreign currency futures prices are
influenced by, among other things, changes in balances of payments and trade,
domestic and international rates of inflation, international trade
restrictions and currency devaluations and revaluations. The Partnership has
no control over these factors. The volatility of Commodity Interest prices may
result in unprofitable trading by the Partnership and, therefore, losses to
the Limited Partners.

Commodity Interest Trading Is Highly Leveraged

The low margin deposits normally required in Commodity
Interest trading result in an extremely high degree of leverage. A relatively
small price movement in a Commodity Interest contract in an unfavorable
direction could result in immediate and substantial losses to the investor.
Like other leveraged investments, any purchase or sale of a Commodity Interest
contract may result in losses in excess of the amount invested in that
contract. The Partnership may lose more than its initial margin deposit on a
trade resulting in losses to the Partnership and the Limited Partners.

Commodity Interest Trading May Be Illiquid

The Partnership's investment strategies require liquid,
properly functioning markets. In extraordinary circumstances, the liquidity of
some trading instruments may be impaired and pricing mechanisms may not
function properly. The Partnership might be exposed to substantial losses
should it find it necessary to liquidate positions under such conditions. Each
exchange on which futures are traded typically has a right to suspend or limit
trading in the contracts which it uses. Such a suspension or limitation could
render it impossible for the Partnership to liquidate its positions, thereby
exposing it to losses, or to acquire positions indicated by a trading
strategy, thereby eliminating profit opportunities or making it impossible to
protect against further losses, which could result in losses to the
Partnership and the Limited Partners. In addition, there is no guarantee that
exchange and other secondary markets will always remain liquid enough for
existing positions to be closed out. Commodity exchanges limit fluctuations in
certain commodity futures contract prices, including those for financial
futures contracts, during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits." Under such daily limits, during a
single trading day, no trades can be executed at prices beyond the daily
limit. Once the price of a futures contract for a particular commodity has
increased or decreased by an amount equal to the daily limit, positions in the
commodity can be neither taken nor liquidated unless traders are willing to
effect trades at or within the limit. Commodity futures prices occasionally
have reached the daily limit for several consecutive days with little or no
trading. Similarly, with respect to options on commodity futures, there may be
no liquid offset market on an exchange for a particular option due to, among
other reasons, insufficient trading interest, exchange imposed restrictions,
trading halts or a lack of liquidity in the underlying futures contract. Such
market conditions could cause the Partnership to be unable to liquidate its
positions in the futures market, which could subject the Partnership to
substantial losses and result in losses to the Limited Partners.

Counterparty Risk

If one of the Partnership's commodity brokers becomes
bankrupt or insolvent, or otherwise defaults on its obligations to the
Partnership, the Partnership may not receive all amounts owing to it in
respect of its trading, despite the clearinghouse fully discharging all of its
obligations. Furthermore, in the event of the bankruptcy of any such commodity
broker, the Partnership could be limited to recovering only a pro rata share
of all available funds segregated on behalf of such commodity broker's
combined customer accounts, even though certain property specifically
traceable to the Partnership (for example, Treasury bills deposited by the
Partnership with the commodity broker as margin) was held by such commodity
broker. In addition, many of the instruments in which the Partnership may
trade are traded in markets in which performance is the responsibility only of
the individual counterparty and not of an exchange or clearinghouse. In these
cases, the Partnership is subject to the risk of the inability of, or refusal
by, the counterparty to perform with respect to such contracts. The failure of
the Partnership to recover its assets from a bankrupt, insolvent or otherwise
defaulting commodity broker or individual counterparty could subject the
Partnership to substantial losses resulting in losses to the Limited Partners.
There also exists the possibility that institutions, including banks and
brokerage firms, with which the Partnership does business will encounter
financial difficulties, which may impair the operational capabilities or the
capital position of the Partnership.

Operating History of the Partnership

The Partnership commenced trading in April 1991. The
Partnership has realized a net gain through December 2006 and no assurance can
be made as to the future performance of the Partnership. In addition, the
Partnership's profitability has varied significantly from period to period.
The results for any one period are not necessarily indicative of results for
any other period.

Options Trading

The Partnership may engage in the trading of options (both
puts and calls) on commodity futures contracts on exchanges where such trading
has been authorized by the CFTC. The value of an option depends largely upon
the likelihood of favorable price movements in the underlying futures contract
in relation to the exercise (or strike) price during the life of the option.
Therefore, many of the risks applicable to trading the underlying futures
contract are also applicable to options trading. However, there are a number
of other risks associated solely with the trading of options. For example, the
purchaser of an option runs the risk of loss of his entire investment (i.e.,
the premium paid). Similarly, the "uncovered writer" of an option is subject
to the risk of loss due to an adverse price movement in the underlying futures
position. Spread positions using options are subject to the same risks
involved in the purchase and writing of options. In addition, in the event the
Partnership were to write uncovered options (i.e., where the writer does not
own the underlying futures position) as one part of a spread position and such
options were exercised by the purchasing party, the Partnership would be
required to purchase or deliver the underlying futures contract in accordance
with the terms of the option. Finally, an options trader runs the risk of
market illiquidity for offsetting positions for any particular option. As a
result of these risks, the Partnership might experience losses on option
trades, resulting in losses to the Limited Partners. See "Commodity Interest
Trading May Be Illiquid."

"Zero-Sum" Trading; The Partnership Does Not Acquire any Asset with
Intrinsic Value

Futures trading is a "zero-sum" risk transfer economic
activity. For every gain there is an equal and offsetting loss rather than an
opportunity to participate over time in general economic growth. Unlike most
"alternative investments," an investment in the Partnership does not acquire
any asset with intrinsic value. Overall stock and bond prices could rise
significantly and the economy as a whole prosper while the Partnership trades
unprofitably.

Partnership's Market Positions May Lack Diversity

The
Partnership's assets are diversified among three distinct strategies.
Nonetheless, in many cases the markets traded by the individual trading
strategies overlap and the positions held by the Partnership at any particular
point in time may result in different concentrations in any group of markets,
which may reduce the diversity of the Partnership's investments. As a result,
the Partnership may hold relatively concentrated positions from time to time
as well as over sustained periods of time. This lack of diversification could
result in greater losses to the Partnership and the Limited Partners than
otherwise might be anticipated as the Partnership's portfolio may be more
susceptible to any single economic, political or regulatory occurrence and
more volatile than a more diversified portfolio.

Trading of Forward Contracts

Forward contracts for the trading of certain commodities, such as currencies
and metals, may be entered into on behalf of the Partnership with United
States and foreign banks and dealers. A forward contract is a contractual
right to purchase or sell a commodity at or before a specified date in the
future at a specified price and, therefore, is similar to a futures contract.
There are no limitations on daily price moves in forward contracts, and banks
and dealers are not required to continue to make markets in such contracts.
There have been periods during which certain banks and dealers have refused to
quote prices for such forward contracts or have quoted prices with an
unusually wide spread between the price at which the bank or dealer is
prepared to buy and that at which it is prepared to sell. Governmental
imposition of credit controls might limit currency forward contract trading.
Neither the CFTC nor banking authorities regulate forward contract trading
through United States banks and dealers, and foreign banks and dealers are not
regulated by any United States government agency. With respect to its trading
of forward contracts, the Partnership may be subject to the risk of bank or
dealer failure and the inability of, or refusal by, a bank or dealer to
perform with respect to such contracts. Any such default would deprive the
Partnership of any profit potential or force the Partnership to cover its
commitments for resale, if any, at the then market price and could result in
losses to the Partnership and the Limited Partners. In addition, regulators,
legislators and the courts have focused considerable attention recently on
foreign currency trading in the interbank markets. In the event that the
Partnership were to become unable to trade certain currency contracts, the
prospect of the Partnership achieving its investment objectives could be
materially adversely affected.

Charges to Partnership

The Partnership will be
required to pay a fixed annual management fee and a fixed monthly brokerage
commission to the General Partner, and a fixed quarterly management fee and,
under certain circumstances, a quarterly incentive fee to the Advisor. The
Partnership also is obligated to pay certain execution costs, as well as all
legal, accounting, auditing and other administrative expenses and fees,
regardless of whether the Partnership realizes any profits. The Partnership,
therefore, will be required to make trading profits in the amount of such
charges and fees, less interest earned, to avoid depletion or exhaustion of
its assets and to generate any profits for the Partnership and the Limited
Partners. There can be no assurance that the Partnership will achieve any
profits. See "Fees and Expenses."

Possible Effects of Speculative Position
Limits

The CFTC and the commodity exchanges have established limits referred
to as "speculative position limits" or "position limits" on the maximum net
long or net short commodity position that any person or group of persons may
own, hold or control in particular commodity contracts. The CFTC has
jurisdiction to establish, or cause exchanges to establish, position limits
with respect to all items traded on exchanges located in the United States and
any exchange may impose additional limits on positions on that exchange. Such
limits will be applicable in respect of trading of futures and options and
could affect the ability of the Advisor to acquire certain positions that its
respective programs would otherwise indicate as desirable for the Partnership.
Were the Advisor to violate applicable position limits, mandatory liquidation
of the Partnership's positions would result and the Advisor could be subject
to regulatory action restricting or prohibiting the Advisor from providing
further trading advisory services to the Partnership, which could have a
material adverse effect on the Partnership and result in losses to the Limited
Partners. The General Partner monitors the Partnership's compliance with
position limits. The positions held by the Advisor will be aggregated under
the CEA and applicable exchange regulations for purposes of determining
compliance with speculative position limits.

Unequal Allocation of the
Partnership's Assets Among the Trading Strategies and Investment Programs

The
General Partner allocates the Partnership's assets to investment programs that
use unequal allocations among trading strategies. Reallocation of the
Partnership's assets or selection of new investment programs or trading
strategies may be made from time to time at the discretion of the General
Partner. There can be no assurance that the current allocations will prove as
successful as others that might have been made. Any given investment program
or trading strategy may experience a high monthly rate of return but, as a
result of particular allocations, may represent only a small percentage of the
Partnership's net assets. In such case, the benefit to the Partnership as a
whole from that investment program's or trading strategy's performance will be
reduced because of the limited amount of equity available to that investment
program or trading strategy. An investment program or trading strategy may
incur losses in excess of the assets in that investment program's or trading
strategy's sub-account. If this occurs, the funds may have to be reallocated
among the investment programs or trading strategies, removing assets from the
sub-accounts of more successful investment programs or trading strategies to
pay losses incurred by the unsuccessful investment program or trading
strategy. Any such reallocation will reduce the assets under profitable
management, to the detriment of the account, and could disrupt the trading of
those investment programs or trading strategies that had achieved profits for
the account and increase the possibility that the Partnership and the Limited
Partners will experience losses.

Furthermore, there can be no assurance that
the strategy of allocating the Partnership's assets among different trading
strategies will not result in substantial opportunity costs to the
Partnership, as assets may be allocated away from trading strategies which may
be about to recover from a losing period to trading strategies which have been
profitable but may be about to enter into a decline. The entry and exit from
trading strategies can result in significant losses and missed profit
opportunities for the Partnership and the Limited Partners which otherwise
would have been avoided.

Trading on Exchanges Outside the United States

The
Partnership may engage in trading on commodity exchanges outside the United
States. Trading on foreign exchanges is not regulated by the CFTC and may be
subject to regulations which offer different or diminished protection in
comparison to domestic exchanges and may involve certain risks not applicable
to trading on United States exchanges. For instance, some foreign exchanges
are "principals' markets" in which performance is not guaranteed by a clearing
house or an exchange but is the responsibility only of the individual member
with whom the trader has entered into a contract. In such a case, the
Partnership will be subject to the risk of the inability of, or the refusal
by, the counterparty to perform with respect to such contracts. Further,
United States regulatory authorities may be unable to compel the enforcement
of the rules of regulatory authorities or markets in non-United States
jurisdictions where transactions for the Partnership may be effected.
Moreover, trading on foreign markets will subject the Partnership's assets to
risk of fluctuations in relevant foreign exchange rates and the possibility of
exchange controls. Some foreign futures exchanges require margin for open
positions to be converted to the home currency of the contract. Additionally,
some brokerage firms have imposed this requirement for all foreign futures
markets traded, whether or not it is required by a particular exchange.
Whenever margin is held in a foreign currency, the Partnership is exposed to
potential gains and losses if exchange rates fluctuate. The effect of currency
fluctuations on performance records might be significant. Because these risks
are not normally experienced on domestic exchanges, trading on foreign
exchanges may result in greater losses to the Partnership and the Limited
Partners than may be experienced if the Partnership traded only on domestic
exchanges.

Reliance on the General Partner

Limited partners will be relying
entirely on the ability of the General Partner to select and monitor the
trading strategies and investment programs for the Partnership and to allocate
and reallocate the assets among trading strategies and investment programs.
The selection by the General Partner of the current trading strategies and
investment programs involved numerous considerations. The General Partner
evaluated the performance records and other aspects of other trading
strategies and investment programs (including the volatility of trading,
commodities traded, amount of management and incentive fees normally received,
personnel, amount of brokerage commissions generated, and amount of funds
under management) and made certain subjective judgments in selecting the
current trading strategies and investment programs on behalf of the
Partnership. Although the General Partner has carefully weighed the noted
factors in making its current selection, other factors not considered by the
General Partner also may be important. In the future, the General Partner may
choose to stop using one or more of the current trading strategies and
investment programs, to change the allocation of the Partnership's assets
among such trading strategies and investment programs, or to select additional
trading strategies and investment programs for the Partnership, and similar
factors will have to be considered by the General Partner at that time. There
can be no assurance that the General Partner's decisions relating to the
trading strategies and investment programs for the Partnership will not result
in losses to the Partnership and the Limited Partners.

Reliance on the Advisor

The Partnership relies on a single advisor in making trading decisions. There
can be no assurance that the Advisor's trading decisions will not result in
losses to the Partnership and the Limited Partners. In addition, an investment
in the Partnership may be riskier than other investments because there is a
single advisor.

New Trading Strategies and Investment Programs

In the future,
the General Partner may designate additional or replacement trading strategies
and investment programs to manage the assets of the Partnership. Upon
selecting a new trading strategy or investment program, the General Partner
may reallocate the Partnership's assets among the then current trading
strategies and investment programs and the new trading strategy or investment
program in such amounts as the General Partner may determine in its sole
discretion. Any additional or replacement trading strategy or investment
program may be selected without prior notice to or approval of the Limited
Partners who will not have the opportunity to review the performance records
of the newly designated trading strategy or investment program. However, the
Limited Partners will be informed of the selection of a new trading strategy
or investment program after such trading strategy or investment program has
been chosen. No assurance can be given that such trading strategy or
investment program will be successful under all or any market conditions or
that such trading strategy or investment program will not result in diminished
profits or greater losses to the Partnership and the Limited Partners.

Multiple Trading Strategies

Each trading strategy within an investment program
employed by the Advisor makes trading decisions independently of the other.
Thus, there is the possibility that the Partnership could hold opposite
positions in the same or similar Commodity Interest contracts at the same time
or during the same period of time. There is also the possibility that each
trading strategy may, from time to time, enter identical orders and thus
compete for the same trades. Such competition could prevent orders from the
Partnership from being executed at desired prices. There can be no assurance
that the use of several different trading strategies will not effectively
result in losses by certain of the trading strategies at virtually all times,
offsetting any profits achieved by others. The Partnership's diversification
of trading strategies, which is intended to reduce "down-side" risk while
maintaining the ability to capitalize on profitable trends, may, in fact, have
the opposite result, minimizing the Partnership's ability to exploit trending
markets while failing to reduce exposure to significant losses, resulting in
losses to the Partnership and the Limited Partners.

Experience of the General
Partner; Reliance on Key Individuals

The General Partner has operated only
this commodity pool; however, the investment programs and trading strategies
that are utilized by the Advisor to direct trading for the Partnership have
been utilized to direct futures trading for other investors over varying
periods of time. The success of the Partnership is dependent on the trading
programs and strategies of the Advisor, which are executed by Mr. Philip Yang
and Mr. Michael Gan. Mr. Yang is the sole shareholder of the Advisor; however,
neither Mr. Yang nor Mr. Gan has an employment agreement with the Advisor. If
any of these individuals were to become unavailable, there may be no adequate
replacement who could carry out their respective functions.

Past Results Are
No Assurance of Future Performance

The General Partner and the Advisor each
caution prospective investors to take seriously the warning required by both
the CFTC and the NFA: PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE
RESULTS. The General Partner and the Advisor each believe that such past
performance may be of interest, but encourage investors to look at such
information more as a statement of the Partnership's objectives than as any
indication that such objectives will, in fact, be achieved. In fact, a
significant amount of academic attention has focused on the fact that public
futures funds more frequently than not underperform the past performance
records included in the funds' prospectuses.

Termination of the Arrangements
with the Advisor, the Advisor's Licensor and Commodity Brokers

Upon the
termination of the Advisory Agreement with the Advisor, the Advisor's
licensing agreement or of any arrangements with the Partnership's commodity
brokers, the General Partner must renegotiate or make such other arrangements
for trading advisors, trading systems or brokerage services, as the case may
be. No assurance is given that the services of the Advisor or the services of
the commodity brokers will be available after the termination of any such
agreements. The Advisor uses each of its five technical trading systems
pursuant to an exclusive licensing agreement with Caxton Corporation. The
licensing agreement for these systems will continue until December 31, 2011,
and shall be renewed for successive one year terms unless either the Advisor
or Caxton has given 90 days' notice to the other prior to such date of its
intention not to renew. The licensing agreement may also be terminated in the
case of an uncured material breach or in other extraordinary situations. There
is no assurance that any of the five technical trading systems will be
available, on an exclusive basis or otherwise, after termination of the
licensing agreement, although the Advisor's discretionary trading approaches
would remain available. In case of the termination of the Advisor's licensing
agreement or of any agreements with the Advisor or the Partnership's commodity
brokers, there is a possibility that the Partnership's assets would not be
able to be traded as effectively, thereby increasing the possibility of losses
being incurred by Partnership and the Limited Partners.

Limited Ability To
Liquidate or Withdraw Investment in Limited Partnership Units

There currently
is no established public trading market for the Limited Partnership Units and
the Partnership has no plans to register any of the Limited Partnership Units
for resale. In addition, the Partnership Agreement contains certain
restrictions on the transfer of Limited Partnership Units. As of the last day
of any month, a Limited Partner may redeem all of its Limited Partnership
Units on 10 days' prior written notice to the General Partner for an amount
equal to the balance of such Limited Partner's book capital account as of the
last day of any month, which amount could be less than a Limited Partner's
initial investment. This limited ability to redeem Limited Partnership Units
on a monthly rather than daily basis could prevent investors from withdrawing
capital committed to the Partnership on a timely basis in order to take
advantage of other, more favorable, investment opportunities.

Limited Partners
Will Not Participate in Management

Limited Partners are not entitled to
participate in the management of the Partnership or in the conduct of its
business. Any such participation could subject a Limited Partner to unlimited
liability as a general partner.

Possibility of Taxation as a Corporation

The
General Partner has been advised that under current federal income tax laws
and regulations the Partnership will be classified as a partnership and not as
an association taxable as a corporation, and that under current federal income
tax laws the Partnership will not be taxed as a corporation under the
provisions applicable to a so-called "publicly traded partnership." This
status has not been confirmed by a ruling from, and such opinion is not
binding upon, the Internal Revenue Service. No such ruling has been or will be
requested. If the Partnership were taxed as a corporation for federal income
tax purposes, income or loss of the Partnership would not be passed through to
the limited partners, and the Partnership would be subject to tax on its
income at the rates of tax applicable to corporations without any deductions
for distributions to the Limited Partners. In addition, all or a portion of
distributions made to Limited Partners could be taxable to the limited
partners as dividends.

Automatic Termination

The limited partnership interests
are designed for investors who desire longer term investments. The Partnership
will terminate automatically if there is a decline of greater than 50% in the
Net Assets of the Partnership as of the end of any month from the Net Assets
of the Partnership as of the beginning of the previous fiscal year of the
Partnership. However, no assurance can be given to an investor as to the
amount, if any, it will receive on such termination because the impossibility
of executing trades under favorable conditions, as well as the expenses of
liquidation, may completely deplete the Partnership's assets.

Absence of
Certain Statutory Registrations

Neither the General Partner nor the
Partnership has registered as a securities investment company, or "mutual
fund," which is subject to extensive regulation by the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended. The
Partnership is, however, a "commodity pool" subject to regulation as such by
the CFTC under the CEA. The General Partner and the Advisor each are
registered with the CFTC as a CPO and a CTA and both are members of the NFA.
In addition, the General Partner is registered as an introducing broker with
the CFTC.

Exchanges of Futures for Physicals

The Partnership may engage in
exchanges of futures for physicals. An exchange of futures for physicals is a
transaction permitted under the rules of many futures exchanges in which two
parties holding futures positions may close out their positions without making
an open, competitive trade on the exchange. Generally, the holder of a short
futures position buys the physical commodity, while the holder of a long
futures position sells the physical commodity. The prices at which such
transactions are executed are negotiated between the parties. If the
Partnership were prevented from such trading as a result of regulatory
changes, the performance of the Partnership could be adversely affected,
resulting in losses to Partnership and the Limited Partners.

ITEM 1B.  Unresolved Staff Comments.

Not applicable.

ITEM 2.  Properties.

The Partnership
does not own or lease any physical properties. The Partnership's office is
located within the office of the General Partner, at 4 Benedek Road,
Princeton, New Jersey 08540.

ITEM 3.   Legal Proceedings.

There are no pending
legal proceedings to which the Partnership or the General Partner is a party
or to which any of their assets are subject.

ITEM 4.   Submission of Matters to
Vote of Security Holders.

No matters were submitted to the limited partners
for vote in the fourth quarter of 2006.

PART II

There currently is no established public trading market
for the Limited Partnership Units. As of December 31, 2006, 45,609.3149
Partnership Units were held by 738 Limited Partners and the General Partner.

All of the Limited Partnership Units are "restricted securities" within the
meaning of Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), and may not be sold unless registered under the
Securities Act or sold in accordance with an exemption therefrom, such as Rule
144. The Partnership has no plans to register any of the Limited Partnership
Units for resale. In addition, the Partnership Agreement contains certain
restrictions on the transfer of Limited Partnership Units.

Pursuant to the
Partnership Agreement, the General Partner has the sole discretion to
determine whether distributions (other than on redemption of Limited
Partnership Units), if any, will be made to partners. The Partnership has
never paid any distributions and does not anticipate paying any distributions
to partners in the foreseeable future.

From January 1, 2006 through December
31, 2006, 8,799.2578 Partnership Units were subscribed (net of Units redeemed)
for the aggregate net subscription amount of $1,598,034. Details of the net
subscriptions and redemptions of these Partnership Units are as follows:

|               | Net amount of            
|-------------- | -------------------------
|               | Subscriptions/Redemptions
|January 2006   | $ -791,658               
|February 2006  | $ -109,415               
|March 2006     | $ -740,062               
|April 2006     | $ 206,606                
|May 2006       | $ 652,894                
|June 2006      | $ 1,264,481              
|July 2006      | $ 359,311                
|August 2006    | $ 507,724                
|September 2006 | $ 431,478                
|October 2006   | $ 14,250                 
|November 2006  | $ -338,794               
|December 2006  | $ 141,221                

Investors in the Partnership who subscribed through a selling agent may have
been charged a sales commission at a rate negotiated between such selling
agent and the investor, which sales commission in no event exceeded 4% of the
subscription amount.

All of the sales of Partnership Units were exempt from registration pursuant
to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

ITEM 6.  Selected Financial Data

The Selected financial data presented below has been derived in part from, and
should be read in connection with, the financial statements of the Partnership
included elsewhere in this filing.



SELECTED FINANCIAL DATA(in thousands, except
units and per unit amounts)

For
      the Year Ended December
31,2006
    2005
    2004
    2003
    2002Operations Data:Income:Realized Gains (Losses) on Closed
    $     4,754
    $   (11,397)
    $     5,073
    $      8,919
    $     14,069Positions, NetChange in UnrealizedGains/Losses on Open Positions,
      Net
    1,069
    (27)
    (1,923)
    1,014
    (449)Interest Income
    2,490
    1,336
    453
    280
    398Expenses:Incentive Fees
    -
    -
    834
    1,784
    2,139Brokerage Commissions (includingClearing and Exchange
Fees)
    2,715
    2,137
    1,618
    1,310
    993Management Fees
    1,092
    920
    781
    615
    535Administrative Expenses (comprised of
   professional fees, administrative and
   accounting fees
      and other expenses)
    590
    513
    341
    398
    169Net Income (Loss)
    $     3,916
    $   (13,658)
    $         29
    $      6,106
    $    10,182Net Income (Loss) Per Unit:Class A
    $   487.92
    $ (1,970.01)
    $   (16.48)
    $ 1,303.54
    $ 1,849.78Class B, Series 1
    $     67.99
    $    (234.32)
    $   (69.21)
    n/a
    n/aClass B, Series 2
    $     42.90
    $    (257.58)
    $   (13.58)
    n/a
    n/aClass B, Series 3
    $     60.03
    $    (287.77)
    $    77.83
    n/a
    n/aFinancial Condition Data:
    As of December 31Limited Partners' Capital (Class A)
    $   28,416
    $     31,210
    $   42,672
    $    36,620
    $   27,366Limited Partners' Capital (Class B, Series
1)
    2,195
    1,650
    $        112
    n/a
    n/aLimited Partners' Capital (Class B, Series
2)
    26,477
    18,814
    $          49
    n/a
    n/aLimited Partners' Capital (Class B, Series
3)
    102
    95
    $          53
    n/a
    n/aGeneral Partner's Capital (Class A)
    
    853
    761
    $     1,011
    
    933
    752Partners' Capital (Net Asset Value)
    $   58,044
    $    52,530
    $   43,897
    $    37,553
    $   28,118Total Assets
    $   59,113
    $    54,386
    $   44,582
    $    38,504
    $   29,519Net Asset Value per Unit (Class A)
    $     6,112
    $      5,624
    $    7,594
    $      7,611
    $     6,307Class A Units Outstanding
    4,789
    5,684
    5,752
    4,934
    4,458Net Asset Value per Unit (Class B, Series 1)
    $       764
    $         696
    $       930
    n/a
    n/aClass B, Series 1 Units Outstanding
    2,871
    2,370
    120
    n/a
    n/aNet Asset Value per Unit (Class B, Series 2)
    $       700
    $         657
    $       915
    n/a
    n/aClass B, Series 2 Units Outstanding
    37,829
    28,636
    54
    n/a
    n/aNet Asset Value per Unit (Class B, Series 3)
    $       850
    $         790
    $    1,078
    n/a
    n/aClass B, Series 3 Units Outstanding
    120
    120
    50
    n/a
    n/a


ITEM
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations.

The success of the Partnership is dependent upon the ability of its advisor to
generate trading profits through the speculative trading of Commodity
Interests sufficient to produce capital payments after payment of all fees and
expenses. Future results will depend in large part upon the Commodity
Interests markets in general, the performance of its advisor, the amount of
additions and redemptions and changes in interest rates. Due to the highly
leveraged nature of the Partnership's trading activity, small price movements
in Commodity Interests may result in substantial gains or losses to the
Partnership. Because of the nature of these factors and their interaction,
past performance is not indicative of future results. As a result, any recent
increases in net realized or unrealized gains may have no bearing on any
results that may be obtained in the future.

The Partnership incurs substantial charges from the payment of brokerage
commissions to the General Partner, payment of management and incentive fees
to the Advisor, payment of management fees to the General Partner and
administrative expenses.

The Partnership is required to make substantial trading profits to avoid
depleting and exhausting its assets from the payment of such fees and
expenses. The markets in which the Commodity Interests trade are constantly
changing in character and in degree of volatility. Although the Advisor has
been the sole advisor trading on behalf of the Partnership since April 1991,
the General Partner continues to evaluate and analyze from both quantitative
and qualitative perspectives the ability of the Advisor to trade effectively
on the Partnership's behalf in the context of the current market environment.
The General Partner seeks to limit market and credit risks by monitoring daily
income and margin levels. The General Partner also relies upon the risk
management strategies inherent in the Advisor's trading programs. In the
future, the General Partner may utilize additional strategies or appoint
additional advisors to trade on behalf of the Partnership.

As of December 31, 2006, the assets of the Partnership were allocated for
trading in Commodity Interests entirely to the Advisor's Primary Program. The
Primary Program consists of the Argo, Vulcan and Siren computer-based,
quantitative trading systems.

Class A Interests paid to the General Partner a flat-rate monthly brokerage
commission of approximately 0.29% of the net asset value of the Class A
Interests as of the beginning of each month (a 3.5% annual rate) for the
period, January 1, 2001 to July 31, 2002. Beginning August 1, 2002, the Class
A Interests pay to the General Partner a flat-rate monthly brokerage
commission of approximately 0.33% of the net asset value of the Class A
Interests as of the beginning of each month (a 4.0% annual rate). Class B
Interests pay to the General Partner commission of up to 6.0 percent annually
of the net asset value of the Class B partners' capital. The General Partner
will pay up to 3.0 percent from this amount to properly registered selling
agents as their compensation, and to the extent the amount is less than 3% the
brokerage fee with respect to such Class B limited partnership interests will
be reduced accordingly. The General Partner pays from this amount all
commission charges and fees with respect to the Partner's trading in Commodity
Interests. The flat-rate monthly commission is common among programs such as
the Partnership. As of December 31, 2006, ADM and Man are the clearing brokers
for the Partnership.

Results of Operations

Comparison of fiscal years ended December 31, 2006 and 2005

As of December 31, 2006, total partners' capital (net asset value) of the
Partnership was $58,043,905 compared to its net asset value of $52,529,915 at
December 31, 2005. The Partnership's 2006 subscriptions and redemptions
totaled $9,487,307 and $7,889,273 respectively, compared to $28,251,504 and
$5,960,479 respectively, in 2005.

For the year ended December 31, 2006, the Partnership had net realized and
unrealized trading losses of $5,822,569 and $2,489,743 in interest income. For
that same period, the Partnership had expenses comprised of $2,714,698 in
brokerage commissions including clearing and exchange fees, $1,091,722 in
management fees, $223,057 in professional fees, $237,791 in accounting and
administrative fees and $129,088 in other expenses. This resulted in the
Partnership having a net income of $3,915,956 for 2006.

Due to the unrecouped net trading losses the Partnership has incurred as of
December 31, 2006, no incentive fees were charged for the first, second,
third, and fourth quarters of 2006 and 2005, respectively.

Interest income increased to $2,489,743 from $1,335,776 in 2005 primarily
due to rising of interest rates through 2006 and an increase in net assets
under management. Brokerage commissions increased to $2,714,698 from
$2,137,014 in 2005. Brokerage commissions increased due to an increase in net
assets under management. Management fees increased to $1,091,722 from $920,360
in 2005. Management fees are charged as percentage of the net assets therefore
the increase is due to the higher net asset value in 2006. Administrative
expenses increased in 2006 as a result of an increase in professional fees,
administrative and accounting fees and other expenses. Accounting and
administrative fees increased to $237,791 from $192,107 in 2005 primarily as a
result of increases in the cost of preparing quarterly and annual financial
statements. Other expenses increased to $129,088 from $124,155 in 2005.

The net asset value per Class A Unit at December 31, 2006 increased 9% from
$5,624.46 at December 31, 2005 to $6,112.38 at December 31, 2006. The net
asset value per Class B Unit, Series 1 at December 31, 2006 increased 10% from
$696.47 at December 31, 2005 to $764.46 at December 31, 2006. The net asset
value per Class B Unit, Series 2 at December 31, 2006 increased 7% from
$657.01 at December 31, 2005 to $699.91 at December 31, 2006. The net asset
value per Class B Unit, Series 3 at December 31, 2006 increased 8% from
$790.06 at December 31, 2005 to $850.09 at December 31, 2006.

Comparison of fiscal years ended December 31, 2005 and 2004

As of December 31, 2005, total partners' capital (net asset value) of the
Partnership was $52,529,915 compared to its net asset value of $43,897,183 at
December 31, 2004. The Partnership's 2005 subscriptions and redemptions
totaled $28,251,504 and $5,960,479 respectively, compared to $7,781,880 and
$1,466,831 respectively, in 2004.

For the year ended December 31, 2005, the Partnership had net realized and
unrealized trading losses of ($11,423,976) and $1,335,776 in interest income.
For that same period, the Partnership had expenses comprised of $2,137,014 in
brokerage commissions including clearing and exchange fees, $920,360 in
management fees, $196,457 in professional fees, $192,107 in accounting and
administrative fees, $124,155 in other expenses and $0 in incentive fees. This
resulted in the Partnership having a net loss of ($13,658,293) for 2005. The
decrease in trading gains of $16,470,156 in 2005 compared to 2004 was
primarily because of losses in the Japanese Yen, Australian Dollar, Heating
Oil and Coffee.

Due to the net trading losses for the twelve months ended December 31,
2005, no incentive fees were charged for the first, second, third, and fourth
quarter of 2005. Due to the trading gains in the first quarter of 2004,
incentive fees were accrued for that quarter. Due to the net trading losses
for the nine months ended December 31, 2004, no incentive fees were charged
for the second, third, and fourth quarter of 2004.

Interest income increased to $1,335,776 from $453,387 in 2004 primarily due
to rising of interest rates through 2005 and an increase in net assets under
management Brokerage commissions increased to $2,137,014 from $1,618,120 in
2004. Brokerage commissions increased due to an increase in net assets under
management. Management fees increased to $920,360 from $781,029 in 2004.
Management fees are charged as percentage of the net assets therefore the
increase is due to the higher net assets value in 2005. Administrative
expenses increased in 2005 as a result of an increase in professional fees,
administrative and accounting fees and other expenses. Accounting and
administrative fees increased to $192,107 from $117,839 in 2004 primarily as a
result of increases in the cost of preparing quarterly and annual financial
statements. Other expenses increased to $124,155 from $76,091 in 2004
primarily due to the impact of the increase in the number of partners in the
Partnership on the partnership assessment charged by the State of New Jersey.

The net asset value per Class A Unit at December 31, 2005 decreased 26%
from $7,594.47 at December 31, 2004 to $5,624.46 at December 31, 2005. The net
asset value per Class B Unit, Series 1 at December 31, 2005 decreased 25% from
$930.79 at December 31, 2004 to $696.47 at December 31, 2005.The net asset
value per Class B Unit, Series 2 at December 31, 2005 decreased 28% from
$914.59 at December 31, 2004 to $657.01 at December 31, 2005. The net asset
value per Class B Unit, Series 3 at December 31, 2005 decreased 27% from
$1,077.83 at December 31, 2004 to $790.06 at December 31, 2005.

Liquidity

There currently is no established public trading market for the Limited
Partnership Units and the Partnership has no plans to register any of the
Limited Partnership Units for resale. In addition, the Partnership Agreement
contains certain restrictions on the transfer of Limited Partnership Units. As
of the last day of any month, a Limited Partner may redeem all of its Limited
Partnership Units on 10 days' prior written notice to the General Partner for
an amount equal to the balance of such Limited Partner's book capital account
as of the last day of any month.

In general, the Advisor will trade only those Commodity Interests that have
sufficient liquidity to enable it to enter and close out positions without
causing major price movements. Notwithstanding the foregoing, most United
States commodity exchanges limit the amount by which certain commodities may
move during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits." Pursuant to such regulations, no
trading may be executed on any given day at prices beyond daily limits. The
price of a futures contract occasionally has moved the daily limit for several
consecutive days, with little or no trading, thereby effectively preventing a
party from liquidating his position. While the occurrence of such an event may
reduce or eliminate the liquidity of a particular market, it will not
eliminate losses and may in fact substantially increase losses because of its
inability to liquidate unfavorable positions. In addition, if there is little
or no trading in a particular futures or forward contract that the Partnership
is trading, whether such illiquidity is caused by any of the above reason or
otherwise, the Partnership may be unable to liquidate its position prior to
its expiration date, thereby requiring the Partnership to make or take
delivery of the underlying interests of the commodity investment.

Capital Resources

The Partnership's capital resources are dependent upon three factors: (1) the
trading profit or loss generated by its advisor (including interest income);
(2) the money invested or redeemed by the Limited Partners; and (3) capital
invested or redeemed by the General Partner. The General Partner has has
agreed to maintain at least $1,000 in its General Partner capital account, but
may invest more than that amount. All capital contributions by the General
Partner to the General Partner capital account balance are evidenced by Units
of general partnership interest, each of which shall have an initial value
equal to the net asset value per Unit at the time of such contribution. The
General Partner in its sole discretion, may withdraw any excess above its
required capital contribution of $1,000 without notice to the Limited
Partners. The General Partner, in its sole discretion, may also contribute any
greater amount to the Partnership, for which it shall receive additional Units
of general partnership interest at the then-current net asset value.

Contractual Obligations and Commercial Commitments

In the ordinary course of business, the Partnership enters into contracts with
third parties, pursuant to which the third parties provide services to or on
behalf of the Partnership. Purchase obligations represent executory contracts,
which are either non-cancelable or cancelable with a penalty. At December 31,
2006, the Partnership's purchase obligations and commitments primarily reflect
management agreements.

|(Dollar
    amounts in thousands)      | 2007 andthereafter (1)
|-------------------------------------- | ----------------------
|                                       |                       
|Management Fees (General  Partner) (2) | $   580               
|Brokerage Commissions (2):             |                       
|Class A                                | 1,245                 
|Class B, Series 1                      | 54                    
|Class B, Series 2                      | 1,395                 
|Class B, Series 3                      | 5                     
|                                       |                       
|Management Fees (Advisor) (2)          | 566                   
|                                       |                       
|Total Commitments                      | $3,845                

(1)  Pursuant to the amended and restated limited
partnership agreement of the Partnership, the Partnership shall end upon
withdrawal, insolvency or dissolution of the General Partner or a decline of
greater than fifty percent of the net assets of the Partnership as defined in
the Agreement, or the occurrence of any event which shall make it unlawful for
the existence of the Partnership to be continued. The amounts represent per
year commitments for 2007 and thereafter.

(2)  Estimated fees based on net assets of the
partnership or the respective class/series of units as of December 31, 2006. 
Class A Interests pay an annual brokerage commission of 4.0% of net asset
value.  Class B Interests pay an annual brokerage commission of up to
6.0% of net asset value.

Summary of Critical Accounting Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America ("GAAP")
requires management to adopt accounting policies and make estimates and
assumptions that affect amounts reported in the Partnership's financial
statements. The critical accounting estimates and related judgements
underlying the Partnership's financial statements are summarized below. In
applying these policies, management makes judgments that frequently require
estimates about matters that are inherently uncertain. The Partnership's
significant accounting policies are described in detail in Note 2 of the Notes
to Financial Statements. The Partnership records all investments at fair value
in its financial statements, with changes in fair value reported as a
component of Trading Profits (Losses) in the Statements of Income (Loss).
Generally, fair values are based on quoted market prices; however, in certain
circumstances, significant judgments and estimates are involved in determining
fair value in the absence of an active market closing price.

ITEM 7A. Quantitative and Qualitative Disclosures About
Market Risk.

The Partnership is a commodity pool engaged in the speculative trading of
commodity futures contracts (including agricultural and non-agricultural
commodities, currencies and financial instruments), options on commodities or
commodity futures contracts, and forward contracts. The risk of market
sensitive instruments is integral to the Partnership's primary business
activities.

The futures interests traded by the Partnership involve varying degrees of
related market risk. Such market risk is often dependent upon changes in the
level or volatility of interest rates, exchange rates, and/or market values of
financial instruments and commodities. Fluctuations in related market risk
based upon the aforementioned factors result in frequent changes in the fair
value of the Partnership's open positions, and, consequently, in its earnings
and cash flow. The Partnership accounts for open positions on the basis of
mark-to-market accounting principles. As such, any gain or loss in the fair
value of the Partnership's open positions is directly reflected in the
Partnership's earnings, whether realized or unrealized.

The Partnership's total market risk is influenced by a wide variety of factors
including the diversification effects among the Partnership's existing open
positions, the volatility present within the markets and the liquidity of the
markets. At varying times, each of these factors may act to exacerbate or mute
the market risk associated with the Partnership. The following were the
primary trading risk exposures of the Partnership as of December 31, 2006, by
market sector:

Interest Rate: Interest rate risk is a significant market exposure of the
Partnership. Interest rate movements in one country as well as relative
interest rate movements between countries materially impact the Partnership's
profitability. The Partnership's primary interest rate exposure is to interest
rate fluctuations in the United States and the other G-7 countries. The
General Partner anticipates that G-7 interest rates will remain the primary
market exposure of the Partnership for the foreseeable future.

Currency: The Partnership's currency exposure is to exchange rate
fluctuations, primarily in the following countries: Germany, England, Japan,
France, Switzerland, Australia, Canada and United States. These fluctuations
are influenced by interest rate changes as well as political and general
economic conditions. The General Partner does not anticipate that the risk
profile of the Partnership's currency sector will change significantly in the
future.

Commodity: The Partnership's primary metals market exposure is to fluctuations
in the price of gold, silver and copper. The Partnership also has commodity
exposures in the price of soft commodities, which are often directly affected
by severe or unexpected weather conditions. The General Partner anticipates
that the Advisor will maintain an emphasis in the commodities described above.
Additionally, the Partnership had exposure to energies (gas, oil) as of
December 31, 2006, and it is anticipated that positions in this sector will
continue to be evaluated on an ongoing basis.

The Partnership measures its market risk, related to its holdings of commodity
interests based on changes in interest rates, foreign currency rates, and
commodity prices utilizing a sensitivity analysis. The sensitivity analysis
estimates the potential change in fair values, cash flows and earnings based
on a hypothetical 10% change (increase and decrease) in interest, currency and
commodity prices. The Partnership used December 31, 2006 market rates and
prices on its instruments to perform the sensitivity analysis. The sensitivity
analysis has been prepared separately for each of the Partnership's market
risk exposures (interest rate, currency rate, and commodity price)
instruments.

The estimates are based on the market risk sensitive portfolios described in
the preceding paragraph above. The potential loss in earnings is based on an
immediate change in:

- The prices of the Partnership's interest rate positions
  resulting from a 10% change in interest rates.
- The U.S. dollar equivalent balances of the Partnership's
  currency exposures due to a 10% shift in currency exchange rates.
- The market value of the Partnership's commodity
  instruments due to a 10% change in the price of the instruments.

The Partnership has determined that the impact of a 10%
change in market rates and prices on its fair values, cash flows and earnings
would not be material. The Partnership has elected to disclose the potential
loss to earnings of its commodity price, interest rate and currency exchange
rate sensitivity positions as of December 31, 2006

The potential loss in earnings for each market risk exposure
as of December 31, 2006 was:

|Currency exchange rate risk | $  499,474 
|--------------------------- | -----------
|                            |            
|Commodity price risk        | $   759,291
|                            |            
|Interest rate risk          | $   450,106

ITEM 8.  Financial Statements and Supplementary Data

The Partnership's financial statements, together with the report of the
independent registered public accounting firm thereon, appear on pages F-1
through F-17 hereof.

ITEM 9.  Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure

Not applicable

ITEM 9A.  Controls and Procedures

The Principal of the General Partner evaluated the effectiveness of the design
and operation of the Partnership's disclosure controls and procedures, which
are designed to insure that the Partnership's records, processes, summarizes
and reports in a timely and effective manner the information required to be
disclosed in the reports filed with or submitted to the Securities and
Exchange Commission. Based upon this evaluation, the General Partner concluded
that, as of and for the year ended December 31, 2006 the Partnership's
disclosure controls are effective. There were no changes in the Partnership's
internal controls during the fourth quarter of 2006 that have materially
affected or are reasonably likely to affect the Partnership's internal control
over financial reporting.

ITEM 9B.  Other Information

Not applicable.

PART III

ITEM 10.  Directors and Executive Officers

The
Partnership has no directors or officers. The General Partner manages and
conducts the business of the Partnership. The General Partner was incorporated
as is a Delaware corporation incorporated in January 1990, is and has been
registered with the CFTC as a CPO since August 8, 1995; as a CTA since January
12, 1990, and as an introducing broker since May 8, 1995. The General Partner
is a member of the NFA.

Robert L. Lerner is the principal of the General
Partner. Mr. Lerner has been a shareholder, director and president of the
General Partner since he formed the General Partner on January 4, 1990. Mr.
Lerner was the sole general partner and CPO of the Partnership since its
inception until November 1995, at which time he transferred and assigned his
general partnership interest to the General Partner, and had been individually
registered with the CFTC as a CPO and a CTA since October 1984. Mr. Lerner is
currently registered as a principal and an associated person of the General
Partner. Mr. Lerner had been a sole proprietor providing consulting and
marketing services to CTAs from January 1992 to January 1996, at which time he
transferred his operations to the General Partner which continues to provide
such services. From January 2003 through September 30, 2005, Mr. Lerner was
president of WoodAllen Capital Management, LLC, an investment management firm.
From 2001 until forming WoodAllen Capital, Mr. Lerner was the president of
Partners Capital Investment Group, LLC, an international investment advisory
firm he co-founded. From May 1988 until January 1992, Mr. Lerner was senior
vice president and director of Mount Lucas Management Corporation, an
investment advisory firm he co-founded which specializes in futures investment
programs for institutional investors. From July 1985 to May 1988, Mr. Lerner
was employed by Commodities Corporation (U.S.A.) N.V., a leading commodity
trading advisory firm, that is now a unit of Goldman Sachs Asset Management.
Mr. Lerner also has practiced commodities and securities law. Mr. Lerner has a
J.D. degree from Boston University Law School and a B.A. degree from Cornell
University.

The General Partner has selected Willowbridge Associates Inc. as
the Partnership's trading advisor. The trading principals of the Advisor are
Philip L. Yang and Michael Y. Gan.

Philip L. Yang has been the sole
shareholder, Director and President of Willowbridge since September 1, 1992,
and also held those positions from the time he formed Willowbridge in January
1988 through September 1989. He is a principal and an associated person of
Willowbridge. He is individually registered pursuant to the CEA as a CPO and a
CTA and is a member of the NFA in such capacities. He is also a principal and
an associated person of Doublewood, Union Spring and Limerick. From 1983
through August 1988 and from October 1989 through August 1992, Mr. Yang was a
Senior Vice President at Caxton Corporation, now Caxton Associates, L.L.C. ("Caxton"),
a commodity trading advisory firm, serving initially as Director of Research,
where his research concentration was in the development and application of
computerized trading models for a broad range of financial markets, and later
as Director of Commodity Trading. Mr. Yang obtained a bachelor's degree with
honors from the University of California at Berkeley, where he was inducted
into Phi Beta Kappa. He received his master's degree from the Wharton School
of the University of Pennsylvania. He co-authored with Richard G. Faux, Jr.
"Managed Futures: The Convergence with Hedge Funds," a chapter in Evaluating
and Implementing Hedge Fund Strategies, a book published in 1999 by Euromoney
Publications.

Michael Y. Gan has been the Executive Vice President of
Willowbridge since September 1, 1992. He is a principal and an associated
person of Willowbridge. He is individually registered pursuant to the CEA as a
CPO and a CTA and is a member of the NFA in such capacities. He is also a
principal and an associated person of Doublewood and Union Spring. Mr. Gan was
the sole shareholder, Director and President of Willowbridge from October 1989
through August 1992. From 1983 to October 1989, he worked in the foreign
exchange trading group at Marine Midland Bank in New York. In this capacity,
Mr. Gan was responsible for research into technical analysis, as well as
proprietary trading for the firm in both currency futures and options and was
promoted to Assistant Vice President. Mr. Gan graduated summa cum laude from
the University of the Philippines with a B.S. in Chemical Engineering and
subsequently graduated with honors from the Wharton School of the University
of Pennsylvania with a M.B.A. in Finance.

Code of Ethics

The Partnership does
not have any officers; therefore, it has not adopted a code of ethics
applicable to the Partnership's principal executive officer principal
financial officer, principal accounting officer and persons performing similar
functions. The General Partner is primarily responsible for the day to day
administrative and operational aspects of the Partnership's business. The
General Partner has adopted a code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer
and persons performing similar functions and a copy of such code is included
in Exhibit 14.01 to the Partnership's Form 10-K for the fiscal year ending
December 31, 2005 and is herein incorporated by reference.

ITEM 11.  Executive
Compensation

The Partnership has no directors or executive officers. The
General Partner manages and conducts the business of the Partnership. The
General Partner receives management and other fees from the Partnership. See
"Business -- Fees and Expenses."

ITEM 12.  Security Ownership of Certain
Beneficial Owners and Management

As of December 31, 2006, approximately
45,609.3149 Partnership Units were held by 738 Limited Partners and the
General Partner. As of December 31, 2006 no person known to the Partnership
beneficially owned more than 5% of the outstanding Partnership Units.

The
Partnership has no directors or officers. The General Partner manages and
conducts the business of the Partnership. As of December 31, 2006, the General
Partner owned $853,304 of general partner interests in the Company, or
139.6025 Partnership Units, representing approximately 0.31% of the total
outstanding Partnership Units, and also beneficially owned 68.2083 Limited
Partnership Units. The General Partner is owned entirely by Robert L. Lerner
and trusts for the benefit of him and his family.

ITEM 13.  Certain
Relationships and Related Transactions

The General Partner manages and
conducts the business of the Partnership. To compensate the General Partner
for its management of the Partnership, its monitoring of the Advisor's
portfolio and its assumption of the financial burden of operating the
Partnership, the General Partner receives management and other fees from the
Partnership. See "Business - Fees and Expenses." For the years ended December
31, 2006, 2005, and 2004, the General Partner received a management fee from
the Partnership pursuant to the Partnership Agreement in the amounts of
$525,299, $438,972, and $375,534, respectively. For the years ended December
31, 2006, 2005 and 2004, the General Partner received administrative charges
from the Limited Partners pursuant to the Partnership Agreement in the amount
of $19,797, $54,509, and $70,865, respectively. This is a one-time, one
percent of capital administrative charge for partners on their contribution.
The General Partner waives this charge for limited partners who are affiliates
of the General Partner. For the years ended December 31, 2006, 2005 and 2004,
the General Partner received net brokerage commissions of $1,808,945,
$1,411,099, and $971,621, respectively, from the Partnership. Net brokerage
commissions represent the gross brokerage commissions of 4.0% annually of the
net asset value of the Class A Interests and 3.0% up to 6.0% annually of the
Class B Interests (assuming no trailer commissions are being paid) less actual
brokerage commissions paid to clearing brokers. One individual who is
associated with the CTA is also a limited partner of the fund. At December 31,
2006, 2005 and 2004 the individual's outstanding partnership interest was
$126,298, $115,464, and $2,586,251, respectively.

ITEM 14.  Principal
Accountant Fees and Services

Fees Incurred by the Partnership for services
provided by Deloitte & Touche LLP and its affiliates.

The following table
shows the fees (in thousands) paid or accrued by the Partnership for the audit
and other services provided by Deloitte & Touche LLP and its affiliates for
2006 and 2005

2006
      
      2005Audit Fees (1)
      
      $   131.5
      
      $   126.5Audit-Related Fees (2)
      
      -
      
      -Tax Fees (3)
      
      38.5
      
      35.0All Other Fees (4)
      
      -
      
      -$   170.0
      
      $  161.5


The General Partner is responsible for approving every
engagement of Deloitte & Touche LLP to perform audit or non-audit services for
the Partnership before Deloitte & Touche LLP is engaged to provide those
services. The General Partner considers whether the provision of any non-audit
provisions is compatible with maintaining Deloitte & Touche LLP's
independence.
___________
(1)  Audit fees represent fees for professional
services provided in connection with the audit of the Partnership's annual
financial statements and review of the Partnership's quarterly financial statements.

(2)  None.

(3)  For 2006 and 2005, respectively, tax fees
principally included tax compliance fees.

(4)  None.

PART IV
ITEM
15.  Exhibits and Financial Statement Schedules.
Documents Filed as a Part of This Report.
1.  See the Table of Contents to Financial
Statements on page F-2, which is incorporated herein by reference.
2.  See the Index to Exhibits, which is
incorporated herein by reference.

SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, RFMC Willowbridge
Fund, L.P. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RFMC WILLOWBRIDGE FUND, L.P.By: Ruvane Fund
Management CorporationIts: General PartnerBy: /s/
Robert L.
Lerner       Robert
L. Lerner, President
Date:  March 30, 2007

RFMC WILLOWBRIDGE FUND L.P.FINANCIAL
STATEMENTSAs of December 31, 2006 and 2005 andfor the Years
Ended December 31, 2006, 2005 and 2004




















F-1

RFMC WILLOWBRIDGE FUND L.P.
_____________________TABLE OF
CONTENTS_____________________
PageREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    F-3FINANCIAL STATEMENTS:Statements of Financial Conditionas of December 31, 2006 and
    2005
    F-4Condensed Schedules of Investmentsas of December 31, 2006 and 2005
    F-5 -
      F-6Statements of Income (Loss)for the Years Ended December
      31, 2006, 2005 and 2004
    F-7Statements of Changes in Partners'
    Capitalfor the Years Ended December
      31, 2006, 2005 and 2004
    F-8 -
      F-9Notes to Financial Statements
    F-10 - F-17








F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Partners of RFMC Willowbridge Fund, L.P.
We have audited the accompanying statements of financial
condition of RFMC Willowbridge Fund, L.P. (the "Partnership"), including the
condensed schedules of investments, as of December 31, 2006 and 2005, and the
related statements of income (loss), and  changes in partners' capital for
each of the three years in the period ended December 31, 2006. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatements. The
Partnership is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Partnership's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of RFMC Willowbridge Fund, L.P. as
of December 31, 2006 and 2005, and the results of its operations and changes
in partners' capital for each of the three years in the period ended December
31, 2006, in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche LLPParsippany, New
JerseyMarch 30, 2007









F-3
RFMC WILLOWBRIDGE FUND L.P.STATEMENTS OF FINANCIAL
CONDITIONAs of December 31, 2006 and 2005____________

|                                                                                                                                                                  |  |                 |  |                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ---------------
|                                                                                                                                                                  |  | 2006            |  | 2005           
|ASSETS                                                                                                                                                            |  |                 |  |                
|EQUITY IN COMMODITY FUTURES
    TRADING ACCOUNT:                                                                                                                  |  |                 |  |                
|Due from broker                                                                                                                                                   |  | $19,003,327     |  | $14,310,149    
|Net unrealized gain on open
    positions                                                                                                                         |  | 3,152,720       |  | 2,084,166      
|                                                                                                                                                                  |  | 22,156,047      |  | 16,394,315     
|CASH AND CASH EQUIVALENTS                                                                                                                                         |  | 36,745,965      |  | 37,773,296     
|DUE FROM GENERAL PARTNER                                                                                                                                          |  | 143,169         |  | 161,962        
|DUE FROM LIMITED PARTNER                                                                                                                                          |  | -               |  | 2,000          
|INTEREST RECEIVABLE                                                                                                                                               |  | 68,312          |  | 54,121         
|                                                                                                                                                                  |  |                 |  |                
|TOTAL ASSETS                                                                                                                                                      |  | $59,113,493     |  | $54,385,694    
|                                                                                                                                                                  |  |                 |  |                
|LIABILITIES AND PARTNERS'
    CAPITAL                                                                                                                             |  |                 |  |                
|LIABILITIES:                                                                                                                                                      |  |                 |  |                
|Redemptions payable                                                                                                                                               |  | $     530,936   |  | $     899,527  
|Prepaid subscriptions                                                                                                                                             |  | 241,030         |  | 653,514        
|Other accrued expenses                                                                                                                                            |  | 151,093         |  | 160,646        
|Accrued management fees                                                                                                                                           |  | 146,529         |  | 142,092        
|TOTAL LIABILITIES                                                                                                                                                 |  | 1,069,588       |  | 1,855,779      
|                                                                                                                                                                  |  |                 |  |                
|PARTNERS' CAPITAL                                                                                                                                                 |  |                 |  |                
|Limited partners - Class A
    (4,648.9724 and 5,548.9041
               fully redeemable units at December 31, 2006 and
               2005, respectively)       |  | 28,416,300      |  | 31,209,589     
|Limited partners - Class B
    (40,820.7400 and 31,125.8715
               fully redeemable units at December 31, 2006
    and
               2005, respectively) |  | 28,774,301      |  | 20,559,440     
|General partner - Class A
    (139.6025 and 135.2815
               fully redeemable units at December 31, 2006 and
               2005, respectively)            |  | 853,304         |  | 760,886        
|TOTAL PARTNERS' CAPITAL                                                                                                                                           |  | 58,043,905      |  | 52,529,915     
|                                                                                                                                                                  |  |                 |  |                
|TOTAL LIABILITIES AND PARTNERS'
    CAPITAL                                                                                                                       |  | $ 59,113,493    |  | $54,385,694    
|                                                                                                                                                                  |  |                 |  |                
|NET ASSET VALUE PER UNIT -                                                                                                                                        |  |                 |  |                
|Class A (based on Partners'
    Capital of $29,269,604 and                                                                                                        |  |                 |  |                
|$31,970,475 and 4,788.5749 and 5,684.1856 units
    outstanding)                                                                                                  |  | $     6,112.38  |  | $     5,624.46 
|                                                                                                                                                                  |  |                 |  |                
|Class B Series 1 - (based on
    Partners' Capital of $2,194,998 and                                                                                              |  |                 |  |                
|$1,650,278 and 2,871.3178 and 2,369.5004 units outstanding)                                                                                                       |  | $        764.46 |  | $        696.47
|                                                                                                                                                                  |  |                 |  |                
|Class B Series 2 - (based on Partners' Capital of
    $26,477,077 and                                                                                             |  |                 |  |                
|$18,814,154 and 37,829.1688 and 28,636.1177 units
    outstanding)                                                                                                |  | $        699.91 |  | $        657.01
|                                                                                                                                                                  |  |                 |  |                
|Class B Series 3 - (based on Partners' Capital of $102,226
    and                                                                                                |  |                 |  |                
|$95,008 and 120.2534 and 120.2534 units outstanding)                                                                                                              |  | $        850.09 |  | $        790.06

See Notes to Financial
StatementsF-4





RFMC WILLOWBRIDGE FUND L.P.CONDENSED SCHEDULE
OF INVESTMENTSAs of December 31, 2006____________

Long Positions
    Short Positions
    Net PositionsCommodity
      Futures
    Industry Sector
    Contracts/
    Maturity Dates
    Unrealized
    Gain
    (Loss), Net
    Percentage
    of
    Partners
 Capital*
    Unrealized
    Gain (Loss), Net
    Percentage
    of
    Partners'
    Capital
    Unrealized
    Gain (Loss)
    Percentage
    of
    Partners' CapitalLivestock
    77/Feb 07 -
    $    52,270
    0.090 %
    $                 -
    0.000 %
    $      52,270
    0.090 %Feb 07Grains
    909/Mar 07 -
    222,677
    0.384 %
    -
    0.000 %
    222,677
    0.384 %Mar 07Tropical products
    507/Mar 07 -
    578,285
    0.996 %
    -
    0.000 %
    578,285
    0.996 %Mar 07Energy
    306/Feb 07 -
    -
    0.000 %
    286,610
    0.494 %
    286,610
    0.494 %Mar 07Currencies
    1,372/Mar 07 -
    (407,177)
    (0.702)%
    669,820
    1.153 %
    262,643
    0.451 %Mar 07Interest rates
    1,631/Mar 07 -
    (89,466)
    (0.154)%
    1,270,471
    2.189 %
    1,181,005
    2.035 %Sep 07Metals
    152 / Feb 07 -
    -
    0.000 %
    569,230
    0.981 %
    569,230
    0.981 %Mar 07$ 356,589
    0.614 %
    $  2,796,131
    4.817 %
    $ 3,152,720
    5.431%


* No single contract's value exceeds 5% of the
Partnership's Partners' capital.



See Notes to Financial
Statements.F-5



RFMCILLOWBRIDGE FUND L.P.CONDENSED SCHEDULE
OF INVESTMENTSAs of December 31, 2005____________

Commodity
      FuturesIndustry Sector
      
      Contracts/
    Maturity Dates
      
      Unrealized
    Gain(Loss), Net
      
      Percentage
      of Partners'Capital*
      
      Unrealized
    Gain (Loss), Net
      
      Percentage
      of Partners' Capital
      
      UnrealizedGain (Loss)
      
      Percentage
      of Partners'CapitalLivestock
      
      189/Feb 06 -
      
      $   144,450
      
      0.275 %
      
      $     (9,260)
      
      (0.018)%
      
      $   135,190
      
      0.257 %Feb 06Grains
      
      540/Mar 06 -
      
      (60,035)
      
      (0.114)%
      
      (77,220)
      
      (0.147)%
      
      (137,255)
      
      (0.261)%Mar 06Tropical products
      
      432/Mar 06 -
      
      558,725
      
      1.065 %
      
      (349,334)
      
      (0.666)%
      
      209,391
      
      0.399 %Mar 06Energy
      
      378/Feb 06 -
      
      -
      
      -     %
      
      (511,596)
      
      (0.976)%
      
      (511,596)
      
      (0.976)%Feb 06Currencies
      
      756/Mar 06 -
      
      (479,075)
      
      (0.914)%
      
      21,470
      
      0.041%
      
      (457,605)
      
      (0.873)%Mar 06Interest rates
      
      1,728/Mar 06 -
      
      358,002
      
      0.683 %
      
      20,779
      
      0.040 %
      
      378,781
      
      0.723 %Mar 07Metals
      
      810/Feb 06 -
      
      2,467,260
      
      4.705 %
      
      -
      
      -   
    %
      
      2,467,260
      
      4.705 %Mar 06$ 2,989,327
      
      5.700 %
      
      $  (905,161)
      
      (1.726) %
      
      $2,084,166
      
      3.974 %


* No single contract's value exceeds 5% of the
Partnership's Partners' capital.

See Notes to Financial Statements.







F-6



RFMC WILLOWBRIDGE FUND L.P.STATEMENTS OF
INCOME (LOSS)For the Years Ended December 31, 2006,
2005 and 2004_______________

2006
    
    2005
    
    2004NET INVESTMENT INCOME (LOSS)Income-Interest income
    
    $  2,489,743
    
    $   1,335,776
    
    $   453,387Expenses:Brokerage commissions (includes
    clearing andexchange fees of $15,629,
    $11,033 and $199in 2006, 2005, and 2004,
    respectively)
    
    2,714,698
    
    2,137,014
    
    1,618,120Management fees
    
    1,091,722
    
    920,360
    
    781,029Professional fees
    
    223,057
    
    196,457
    
    147,039Accounting and administrative
    fees
    
    237,791
    
    192,107
    
    117,839Incentive fees
    
    -
    
    -
    
    834,527Other expenses
    
    129,088
    
    124,155
    
    76,091Total expenses
    
    4,396,356
    
    3,570,093
    
    3,574,645Net investment loss
    
    (1,906,613)
    
    (2,234,317)
    
    (3,121,258)TRADING PROFITS (LOSSES)Profits (losses) on trading of
    commodity futures:Realized profits (losses) on
    closed positions, net
    
    4,754,015
    
    (11,396,774)
    
    5,073,382Change in unrealized profits
    (losses) on openpositions, net
    
    1,068,554
    
    (27,202)
    
    (1,923,426)Total trading profits (losses)
    
    5,822,569
    
    (11,423,976)
    
    3,149,956NET INCOME (LOSS)
    
    $   3,915,956
    
    $(13,658,293)
    
    $        28,698NET INCOME (LOSS) PER UNITClass A
    
    $        487.92
    
    $   (1,970.01)
    
    $     (16.48)Class B - Series 1
    
    $           67.99
    
    $      (234.32)
    
    $     (69.21)Class B - Series 2
    
    $           42.90
    
    $      (257.58)
    
    $     (13.58)Class B - Series 3
    
    $           60.03
    
    $      (287.77)
    
    $        77.83




See Notes to Financial
Statements.F-7




RFMC WILLOWBRIDGE FUND L.P.STATEMENTS OF
CHANGES IN PARTNERS' CAPITALFor the Years Ended
December 31, 2006, 2005 and 2004____________

CLASS AGeneral Partner
    
    Limited Partners
    
    TotalUnits
    
    Amount
    
    Unit
    
    Amount
    
    Class APARTNERS' CAPITAL,DECEMBER 31, 2003
    122.5730
    
    $  932,897
    
    4,811.558
    
    $36,620,539
    
    $37,553,436Subscriptions
    10.5486
    
    79,541
    
    1,001.3554
    
    7,496,155
    
    7,575,696Redemptions
    -
    
    -
    
    (194.0970)
    
    (1,466,831)
    
    (1,466,831)Net
    income (loss)
    -
    
    (1,450)
    
    -
    
    22,074
    
    20,624PARTNERS' CAPITAL,DECEMBER 31, 2004
    133.1216
    
    1,010,988
    
    5,618.8166
    
    42,671,937
    
    43,682,925Subscriptions
    9.9771
    
    62,970
    
    869.3117
    
    5,467,935
    
    5,530,905Redemptions
    (7.8172)
    
    (50,000)
    
    (939.2242)
    
    (5,837,838)
    
    (5,887,838)Net loss
    -
    
    (263,072
    
    -
    
    11,092,445)
    
    (11,355,517)PARTNERS' CAPITAL,DECEMBER 31, 2005
    135.2815
    
    760,886
    
    5,548.9041
    
    31,209,589
    
    31,970,475Subscriptions
    4.3210
    
    25,765
    
    328.1098
    
    1,941,187
    
    1,966,952Redemptions
    -
    
    -
    
    (1,228.0415)
    
    (7,170,399)
    
    (7,170,399)Net
    income
    -
    
    66,653
    
    -
    
    2,435,923
    
    2,502,576PARTNERS' CAPITAL,DECEMBER 31, 2006
    139.6025
    
    $  853,304
    
    4,648.9724
    
    $ 28,416,300
    
    $ 29,269,604




See Notes to Financial Statements

F-8



RFMC WILLOWBRIDGE FUND L.P.STATEMENTS OF
CHANGES IN PARTNERS' CAPITAL (CONTINUED)For the Years Ended December 31,
2006, 2005 and 2004______________

CLASS B LIMITED PARTNERSSeries 1
    Series 2
    Series 3
    TotalUnits
    Amount
    Units
    Amount
    Units
    Amount
    Class
      BPARTNERS'
      CAPITAL,   JANUARY 1, 2004
    -
    $          -
    -
    $           -
    -
    $      -
    $       
      -Subscriptions
    119.9385
    106,684
    53.8694
    50,000
    49.5000
    49,500
    206,184Redemptions
    -
    -
    -
    -
    -
    -
    -Net income (loss)
    -
    4,953
    -
    (732)
    -
    3,853
    8,074PARTNERS'
      CAPITAL,DECEMBER 31, 2004
    119.9385
    111,637
    53.8694
    49,268
    49.5000
    53,353
    214,258Subscriptions
    2,249.5619
    1,879,999
    28,679.7112
    20,776,250
    70.7534
    64,350
    22,720,599Redemptions
    -
    -
    (97.4629)
    (72,641)
    -
    -
    (72,641)Net (loss)
    -
    (341,358)
    -
    (1,938,723)
    -
    (22,695)
    (2,302,776)PARTNERS'
      CAPITAL,DECEMBER 31, 2005
    2,369.5004
    1,650,278
    28,636.1177
    18,814,154
    120.2534
    95,008
    20,559,440Subscriptions
    995.0434
    754,355
    9,725.1864
    6,766,000
    -
    -
    7,520,355Redemptions
    (493.2260)
    (351,362)
    (532.1353)
    (367,512)
    -
    -
    (718,874)Net income
    -
    141,727
    -
    1,264,435
    -
    7,218
    1,413,380PARTNERS'
      CAPITAL,DECEMBER 31, 2006
    2,871.3178
    $  2,194,998
    37,829.1688
    $ 26,477,077
    120.2534
    $  102,226
    $ 28,774,301








See Notes to Financial
Statements.F-9



RFMC WILLOWBRIDGE FUND L.P.NOTES TO
FINANCIAL STATEMENTS______________

1.              PARTNERSHIP ORGANIZATION

RFMC Willowbridge Fund,
L.P. (formerly named The Willowbridge Fund, L.P.) (the "Partnership"), a
Delaware limited partnership, was organized on January 24, 1986. The
Partnership may engage in the speculative trading of commodity futures
contracts, options on commodities or commodity futures contracts and forward
contracts. Ruvane Fund Management Corporation (formerly named Ruvane
Investment Corporation) is the general partner of the Partnership (the
"General Partner") and is registered as a Commodity Pool Operator and an
Introducing Broker with the Commodity Futures Trading Commission. The General
Partner is required by the Limited Partnership Agreement, as amended and
restated (the "Agreement"), to contribute $1,000 to the Partnership.

In accordance with the
amendment to Section 5 of the Agreement, effective January 16, 2003, the
Partnership offers separate classes of limited partnership interests, whereby
interests which were issued prior to January 16, 2003 by the Partnership will
be designated as Class A interests. The Partnership also offers Class B
limited partnership interests through a private offering pursuant to
Regulation D as adopted under section 4(2) of the Securities Act of 1933, as
amended. The Partnership will offer the Class B interests, up to an aggregate
of $100,000,000; provided that the General may increase the amount of
interests that will be offered in increments of $10,000,000 after notice to
the limited partners. Commissions and redemption charges for the Class B
interests will differ from those of the Class A interests, but in all other
respects the Class A interests and the Class B interests will be identical.
The Class A interests and Class B interests will also be traded pursuant to
the same trading program.

The Partnership shall end
upon withdrawal, insolvency or dissolution of the General Partner or a decline
of greater than fifty percent of the net assets of the Partnership as defined
in the Agreement, or the occurrence of any event which shall make it unlawful
for the existence of the Partnership to be continued.

2.             SIGNIFICANT ACCOUNTING POLICIES

A.             Cash
and Cash Equivalents

The Partnership has
defined cash and cash equivalents as cash and short-term, highly liquid
investments with maturities of three months or less when acquired.

B.            
Due from Broker

Due from broker
represents cash required to meet margin requirements and excess funds not
required for margin which are typically invested in 30 day commercial paper
and U.S. Treasury bills which are carried at cost plus accrued interest, which
approximates market value. The amortized cost of the U.S. Treasury bills as of
December 31, 2006 and 2005 was $2,864,593 and $2,871,704, respectively.  The Partnership is subject to credit risk to the
extent any broker with whom the Partnership conducts business is unable to
deliver cash balances or securities, or clear securities transactions on the
Partnership's behalf. The General Partner monitors the financial condition of
the brokers with which the Partnership conducts business and believes that the
likelihood of loss under the aforementioned circumstances is remote.

C.            
Revenue Recognition

Investments in commodity
futures contracts are recorded on the trade date and open contracts are
recorded in the financial statements at their fair value on the last business
day of the reporting period, based on quoted market prices. The difference between the original cost basis of
the contract and fair value is recorded as net unrealized gain on open
positions on the Statements of Financial Condition. Realized gains and losses
on closed contracts are recorded on a first-in-first-out basis. Interest
income is recognized on an accrual basis. All commodity futures contracts and
financial instruments are recorded at fair value in the financial statements.

F-10



RFMC WILLOWBRIDGE FUND,
L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 _______________

2.            SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)

D.           Commissions

The Class A partners pay
to the General Partner a flat rate commission of 4.0 percent annually of the
net asset value of the Class A partners' capital as of the beginning of each
month. Class B limited partners pay to the General Partner a flat rate
commission of up to 6.0 percent annually of the net asset value of the Class B
partners' capital. From these amounts, the General Partner will pay for actual trading commissions incurred by the
Partnership or reimburse the Partnership for any excess amounts, and will pay up to 3.0 percent from this amount to properly
registered selling agents as their ongoing compensation for servicing Class B
limited partners.

Commissions, including
clearing and exchange fees, charged to each class or series of class were as
follows:

2006
    
    2005
    
    2004Class A
    $    1,253,862
    
    $    1,581,417
    
    $ 
        1,613,322Class B - Series 1
    54,001
    
    41,579
    
    1,892Class B - Series 2
    1,401,797
    
    509,698
    
    1,648Class B - Series 3
    5,038
    
    4,320
    
    1,258Total
    $    2,714,698
    
    $    2.137,014
    
    $    1,618,120


For the years ended
December 31, 2006, 2005 and 2004, the General Partner received net brokerage
commissions of $1,808,945, $1,411,099 and $971,621, respectively, from the
Partnership. Net brokerage commissions represents commissions charged to Class
A and Class B partners less actual brokerage commissions paid to clearing
brokers and amounts paid to selling agents for servicing Class B limited
partners. As of December 31, 2006 and 2005, $143,169 and $161,962,
respectively, is due from the General Partner for reimbursement of brokerage
commissions advanced by the Partnership.

E.             Statement of Cash Flows

The Partnership has elected not to provide a Statement of Cash
Flows as permitted by Statement of Financial Accounting Standard No. 102,
"Statement of Cash Flows - Exemption of Certain Enterprises and Classification
of Cash Flows from Certain Securities Acquired for Resale."

F.             Allocation of Income (Loss)

Net realized and unrealized trading profits and losses,
interest income and other operating income and expenses, except class or
series specific commission charges, are allocated to the partners monthly in
proportion to their capital account balance, as defined in the Agreement.
Class and/or series specific commission charges are allocated monthly to the
partners of the respective class and/or series in proportion to their
respective capital account balances within the class and/or series.

G.            Incentive Fees

Willowbridge Associates, Inc. ("Willowbridge"), the Commodity Trading Advisor
("CTA") of the Partnership, is entitled to a quarterly incentive fee based on
an increase in the adjusted net asset value of the Partnership's assets
allocated to trading. The CTA receives 25% of any new profits, as defined in
the Agreement. The term "new profits" is defined as the increase, if any, in
the adjusted net asset value of the assets allocated to trading.



F-11RFMC WILLOWBRIDGE FUND L.P.NOTES TO FINANCIAL STATEMENTS
(CONTINUED)_______________
2.            SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
H.              Management
Fees
The General Partner is paid an annual management
fee equal to one percent of the net assets of the Partnership (as defined in
the Agreement) as of the last day of the previous fiscal year. Such annual fee
is paid in advance at the beginning of the respective year and is amortized by
the Partnership on a straight-line basis over twelve months. For the years
ended December 31, 2006, 2005 and 2004, such annual fees amounted to $525,299,
$438,972 and $375,534, respectively.
In addition to the management fee paid to the
General Partner, the Partnership pays Willowbridge a quarterly management fee
of 0.25% (1% per year) of the net asset value of the Partnership. These fees
amounted to $566,423, $481,388 and $405,495 in 2006, 2005 and 2004,
respectively.
I.               Administrative Expenses
Administrative expenses include professional fees,
bookkeeping costs and other charges such as registration fees, printing costs
and bank fees.
J.              
Income Taxes
No provision for income taxes has been provided in
the accompanying financial statements as each partner is individually liable for
taxes, if any, on his or her share of the Partnership's profits.
K.             Subscriptions
Partnership units may be purchased on the first
day of each month at the net asset value per unit determined on the last
business day of the previous month. Partners' contributions received in
advance for subscriptions are recorded as prepaid subscriptions in the
Statements of Financial Condition. The General Partner charges a one percent
initial administrative fee on all limited partner unit subscriptions. The
General Partner may waive this charge for limited partners who are its
affiliates or for other limited partners in its sole discretion. Subscription
proceeds to the Partnership are recorded net of these charges. For the years
ended December 31, 2006, 2005 and 2004, the General Partner received initial
administrative fees of $19,797, $54,509 and $70,865, respectively.
L.              Redemptions
Limited partners may redeem some or all of their
units at net asset value per unit as of the last business day of each month on
at least ten days written notice to the General Partner.  Class B
interests are subject to an early redemption charge of up to 4 percent if such
interests are redeemed within 12 months of their purchase.  The
redemption charges are paid to the General Partner.  There were no
redemption charges for the years ended December 31, 2006, 2005 and 2004.
M.            Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of income (loss) and expenses during the reporting period. Estimates include
accrual of expenses such as professional fees.  Actual results could differ
from these estimates.

F-12
RFMC WILLOWBRIDGE FUND L.P.NOTES TO FINANCIAL STATEMENTS
(CONTINUED)_______________
2.            
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED

N.            Recently Issued
Accounting Pronouncements

In February 2006, the FASB issued Statement of Financial
Accounting Standards No. 155, "Accounting for Certain Hybrid Financial
Instruments" ("FAS 155").  This statement amends FASB Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, and No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities.  FAS 155 primarily relates to accounting for derivative
financial instruments involved in hedging activities.  FAS 155 is effective
for all financial instruments acquired or issued after the beginning of an
entity's first fiscal year that begins after September 15, 2006.  The
implementation of FAS 155 is not expected to have a material impact on the
Partnership's financial statements.

In June 2006, the FASB issued Interpretation No. 48 ("FIN 48")
entitled "Accounting for Uncertainty in Income Taxes - an interpretation of
FASB Statement No. 109".  FIN 48 prescribes the minimum recognition threshold
a tax position must meet in connection with accounting for uncertainties in
income tax positions taken or expected to be taken by an entity before being
measured and recognized in the financial statements.  Adoption of FIN 48 is
required for fiscal years beginning after December 15, 2006. The impact on the
Partnership financial statements, if any, is currently being assessed.

In September 2006, the FASB issued Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157").  FAS 157
defines fair value, establishes a framework for measuring fair value under
generally accepted accounting principles, and expands disclosures about fair
value measurements. While FAS 157 does not require any new fair value
measurements, for some entities, the application of FAS 157 may change current
practice.  FAS 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those
fiscal years.  The implementation of FAS 157 is not expected to have a
material impact on the Partnership's financial statements.

In September 2006, the Securities and Exchange Commission
("SEC") staff  issued Staff Accounting Bulletin No. 108, "Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements" ("SAB 108").  While not an official rule or
interpretation of the SEC, SAB 108 was issued to address the diversity in
practice in quantifying misstatements from prior years and assessing their
effect on current year financial statements.  SAB 108 is effective for the
first annual period ending after November 15, 2006 with early application
encouraged.  The Partnership has assessed the impact of SAB 108 on its
consolidated financial statements and does not expect the impact or adoption
to be material to its financial statements.

O.             Indemnifications

The Partnership has entered into agreements, which provide for
the indemnifications against losses, costs, claims and liabilities arising
from the performance of their individual obligations under such agreements,
except for gross negligence or bad faith.  The Partnership has had no prior
claims or payments pursuant to these agreements.  The Partnership's individual
maximum exposure under these arrangements is unknown, as this would involve
future claims that may be made against the Partnership that have not yet
occurred. However, based on previous experience, the Partnership expects the
risk of loss to be remote.





F-13



RFMC WILLOWBRIDGE FUND L.P.NOTES TO FINANCIAL STATEMENTS
(CONTINUED)________________

3.           
DERIVATIVE INSTRUMENTS

The Partnership trades futures
contracts in currencies, interest rates and a wide range of commodities, energy
and metals.

The Partnership's trading results by
market sector were as follows:

For the year ended December 31, 2006Realizedprofits (losses)
      Change in
      unrealizedprofits (losses)
      Total
      tradingprofits (losses)Currencies
      $  (2,593,610)
      $      720,248
      $ (1,873,362)Interest rates
      2,508,396
      802,224
      3,310,620Grains
      (1,481,447)
      359,932
      (1,121,515)Livestock
      504,620
      (82,920)
      421,700Tropical products
      (965,997)
      368,894
      (597,103)Energy
      261,478
      798,206
      1,059,684Metals
      6,520,575
      (1,898,030)
      4,622,545Total trading losses
      $   4,754,015
      $    1,068,554
      $ 5,822,569For the year
      ended December 31, 2005Realizedprofits (losses)
      Change in
      unrealizedprofits (losses)
      Total
      tradingprofits (losses)Currencies
      $ (7,827,625)
      $ (1,134,442)
      $  (8,962,067)Interest rates
      (2,133,111)
      8,493
      (2,124,618)Grains
      (1,683,163)
      (164,555)
      (1,847,718)Livestock
      (631,500)
      104,400
      (527,100)Tropical products
      (1,728,293)
      (480,067)
      (2,208,360)Energy
      541,708
      (795,836)
      (254,128)Metals
      2,065,210
      2,434,805
      4,500,015Total trading losses
      $(11,396,774)
      $     (27,202)
      $(11,423,976)


F-14



RFMC WILLOWBRIDGE FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
____________

3.             
DERIVATIVE INSTRUMENTS (CONTINUED)

| | For the year ended
      December 31, 2004
| | ------------------------------------------

|                        | Realizedprofits (losses) |  | Change in
      unrealizedprofits (losses) |  | Total
      tradingprofits (losses)
|----------------------- | ------------------------ |  | ------------------------------------------ |  | -----------------------------------
|                        |                          |  |                                            |  |                                    
|Currencies              | $
      (2,896,992)      |  | $
      (2,012,093)                        |  | $
      (4,909,085)                
|                        |                          |  |                                            |  |                                    
|Interest
      rates    | 155,695                  |  | 313,163                                    |  | 468,858                            
|                        |                          |  |                                            |  |                                    
|Grains                  | 1,887,524                |  | (717,451)                                  |  | 1,170,073                          
|                        |                          |  |                                            |  |                                    
|Livestock               | (191,170)                |  | (219,790)                                  |  | (410,960)                          
|                        |                          |  |                                            |  |                                    
|Tropical
      products | (1,604,125)              |  | 667,482                                    |  | (936,643)                          
|                        |                          |  |                                            |  |                                    
|Energy                  | 7,937,172                |  | 511,788                                    |  | 8,448,960                          
|                        |                          |  |                                            |  |                                    
|Metals                  | (214,722)                |  | (466,525)                                  |  | (681,247)                          
|                        |                          |  |                                            |  |                                    
|                        | $ 
        5,073,382     |  | $ 
        (1,923,426)                     |  | $    3,149,956                     

A.            Market Risk

Derivative financial instruments
involve varying degrees of off-balance sheet market risk whereby changes in
the level of volatility of interest rates, foreign currency exchange rates or
market values of the underlying financial instruments or commodities may
result in cash settlements in excess of the amounts recognized in the
Statements of Financial Condition. The Partnership's exposure to market risk
is directly influenced by a number of factors, including the volatility of the
markets in which the financial instruments are traded and the liquidity of
those markets.

B.             Fair Value

The derivative instruments used in
the Partnership's trading activities are marked to market with the resulting
unrealized profits recorded in the Statements of Financial Condition and the
related trading profits/losses reflected in trading profits (losses) in the
Statements of Income (Loss).  As of December 31, 2006 and 2005, substantially all of the Partnership's derivative
financial instruments outstanding expire within 90 days.

C.            
Credit Risk

Futures are contracts for delayed
delivery of financial interests in which the seller agrees to make delivery at
a specified future date of a specified financial instrument at a specified
price or yield. Risk arises from changes in the market value of the underlying
instruments. Credit risk due to counterparty nonperformance associated with
these instruments is the net unrealized gain on open positions, if any,
included in the Statements of Financial Condition. The Partnerships
counterparties are major brokerage firms and banks located in the United
States, or their foreign affiliates.







F-15















3.             
DERIVATIVE INSTRUMENTS (CONTINUED)

C.            
Credit Risk (Continued)

The risks associated
with exchange-traded contracts are typically perceived to be less than those
associated with over-the-counter transactions, because exchanges typically
(but not universally) provide clearing house arrangements in which the
collective credit (in some cases limited in amount, in some cases not) of the
members of the exchange is pledged to support the financial integrity of the
exchange, whereas in over-the-counter transactions, traders must rely solely
on the credit of their respective individual counterparties. Margins, which
may be subject to loss in the event of a default, are generally required in
exchange trading, and counterparties may require margin in the
over-the-counter markets.

4.             
FINANCIAL HIGHLIGHTS

The following sets forth
the financial highlights for the year ended December 31, 2006.

|                                                                           |  |               |   | Class B      |   | Class B     |   | Class       |  
|-------------------------------------------------------------------------- |  | ------------- | - | ------------ | - | ----------- | - | ----------- | -
|                                                                           |  | Class A       |   | Series 1     |   | Series 2    |   | Series 3    |  
|Per Unit Operating Performance(for a Unit outstanding for the entire year) |  |               |   |              |   |             |   |             |  
|Net Asset Value, Beginning of
    the year                                 |  | $    5,624.46 |   | $     696.47 |   | $    657.01 |   | $   790.06  |  
|Gain (loss) from operations                                                |  |               |   |              |   |             |   |             |  
|Net investment loss                                                        |  | (155.05)      |   | (11.82)      |   | (31.60)     |   | (29.96)     |  
|Net trading losses                                                         |  | 642.97        |   | 79.81        |   | 74.50       |   | 89.99       |  
|Net loss                                                                   |  | 487.92        |   | 67.99        |   | 42.90       |   | 60.03       |  
|Net Asset Value, End of the year                                           |  | $    6,112.38 |   | $     764.46 |   | $    699.91 |   | $    850.09 |  
|Total Return (1)                                                           |  | 8.67          | % | 9.76         | % | 6.53        | % | 7.60        | %
|Supplemental Data                                                          |  |               |   |              |   |             |   |             |  
|Ratio of expenses to average net
    assets                                |  | 7.08          | % | 6.08         | % | 9.12        | % | 8.01        | %
|Ratio of net investment loss                                               |  |               |   |              |   |             |   |             |  
|to average net assets                                                      |  | 2.63          | % | 1.61         | % | 4.63        | % | 3.59        | %

|______________
|--------------
|(1)           



F-16



4.             
FINANCIAL HIGHLIGHTS (CONTINUED)

The following sets forth
the financial highlights for the year ended December 31, 2005.

|                                                                           |  | Class A       |   | Class B
    Series 1 |   | Class BSeries 2 |   | ClassSeries 3 |  
|-------------------------------------------------------------------------- |  | ------------- | - | -------------------- | - | --------------- | - | ------------- | -
|Per Unit Operating Performance(for a Unit outstanding for the entire year) |  |               |   |                      |   |                 |   |               |  
|Net Asset Value, Beginning of
    the year                                 |  | $    7,594.47 |   | $     930.79         |   | $    914.59     |   | $   1,077.83  |  
|Gain (loss) from operations                                                |  |               |   |                      |   |                 |   |               |  
|Net investment loss                                                        |  | (278.85)      |   | (24.35)              |   | (41.20)         |   | (46.53)       |  
|Net trading losses                                                         |  | (1,691.16)    |   | (209.97)             |   | (216.38)        |   | (241.24)      |  
|Net loss                                                                   |  | (1,970.01)    |   | (234.32)             |   | (257.58)        |   | (287.77)      |  
|Net Asset Value, End of the year                                           |  | $    5,624.46 |   | $     696.47         |   | $     657.01    |   | $     790.06  |  
|Total Return (1)                                                           |  | (25.94)       | % | (25.17)              | % | (28.16)         | % | (26.70)       | %
|Supplemental Data                                                          |  |               |   |                      |   |                 |   |               |  
|Ratio of expenses to average net
    assets                                |  | 7.13          | % | 6.42                 | % | 9.79            | % | 8.36          | %
|Ratio of net investment loss                                               |  |               |   |                      |   |                 |   |               |  
|to average net assets                                                      |  | 4.44          | % | 3.43                 | % | 6.33            | % | 5.46          | %

|______________
|--------------
|(1)           

*  *  *  *  *



F-17



INDEX TO EXHIBITS

|ExhibitNumber | Item
      Description                                                                                                                                                                                                               
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                      
|3.1           | Certificate of Limited Partnership for The
      Willowbridge Fund L.P., dated January 16, 1986 (Filed as Exhibit 3.1 to
      the Registrant's Form 10 and incorporated by reference
  herein.)                                     
|              |                                                                                                                                                                                                                                      
|3.2           | Form of Amended and Restated Limited Partnership
      Agreement for the Partnership (Filed as Exhibit 3.2 to the Registrant's
      Form 10, and incorporated by reference herein.)                                                 
|              |                                                                                                                                                                                                                                      
|3.3           | Form of First Amendment to Amended
    and Restated Limited Partnership Agreement for the Partnership (Filed as
    Exhibit A to the Definitive Proxy Statement filed on December 20, 2002, and
    incorporated by reference herein)
|              |                                                                                                                                                                                                                                      
|3.4           | Form of Second Amendment to Amended
    and Restated Limited Partnership Agreement for the Partnership (Filed as
    Exhibit A to the Definitive Proxy Statement filed on October 20, 2003, and
    incorporated by reference herein)
|              |                                                                                                                                                                                                                                      
|10.1          | Trading Advisor Agreement between the General
      Partner and the Advisor, dated April 1, 1991 (Filed as Exhibit 10.1 to the
      Registrant's Form 10, and incorporated by reference herein.)                                    
|              |                                                                                                                                                                                                                                      
|14.01         | General Partner Code of Ethics (Filed as Exhibit
      14.01 to the Registrant's Form 10-K for the fiscal year ended December 31,
      2004, and incorporated by reference herein.)                                                 
|              |                                                                                                                                                                                                                                      
|31.1          | Rule 13a-14(a)/13d-14(a) Certifications                                                                                                                                                                                              
|              |                                                                                                                                                                                                                                      
|32.1          | Section 1350 Certification                                                                                                                                                                                                           
|              |