UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K




ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2010




Commission File Number: 0-23529




BRIDGETON TACTICAL ADVISORS FUND, LP


(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.)7535 Windsor Drive, Suite A205

Allentown, PA 18195

(Address of principal executive offices) (Zip Code)(610) 366-3922(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: NoneSecurities registered pursuant to Section 12(g) of the Act:Limited Partnership Units




Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes o  No ý
 
 Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes o  No ý
  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.
  ýYes o No
  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o
  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. ý
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
ý
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
  Yes o No o


The Partnership’s limited partnership interests are not traded on any market and, accordingly, do not have an aggregate market value.  As of January 31, 2011 the net asset value of the limited partnership interests of the registrant held by non-affiliates of the registrant was approximately $23,282,833.







TABLE OF CONTENTS





PART IITEM 1. BusinessITEM 1A. Risk FactorsITEM 1B. Unresolved Staff CommentsITEM 2. PropertiesITEM 3. Legal ProceedingsITEM 4. Removed and ReservedPART IIITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases of Equity SecuritiesITEM 6. Selected Financial DataITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsITEM 7A. Quantitative and Qualitative Disclosures About Market RiskITEM 8. Financial Statements and Supplementary DataITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureITEM 9A. Controls and ProceduresITEM 9B.Other InformationPART IIIITEM 10. Directors and Executive OfficersITEM 11. Executive CompensationITEM 12. Security Ownership of Certain Beneficial Owners and ManagementITEM 13. Certain Relationships and Related TransactionsITEM 14. Principal Accountant Fees and ServicesPART IVITEM 15. Exhibits and Financial Statement Schedules




PART I




ITEM 1. Business.




Summary




Bridgeton Tactical Advisors Fund, LP (formerly called RFMC Tactical Advisors Fund, LP and RFMC Willowbridge Fund, L.P., the “Partnership”) is a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act. The Partnership’s business is to engage in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts, and forward contracts (“Commodity and Futures Contracts”).  The Partnership may also invest in entities (including without limitation other partnerships, separate managed accounts, exchange traded funds or other types of funds) that primarily trade in exchange traded securities, options on exchange traded securities, exchange traded funds or Commodity and Futures Contracts.   The objective of the Partnership is the appreciation of its assets through speculative trading.




From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane” or the “General Partner” for periods prior to March 1, 2011), was the sole general partner of the Partnership.  From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton” of the “General Partner” for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane.  Effective March 1, 2011, Bridgeton is the sole general partner or the Partnership.  During 2010 and 2009, the Partnership and Ruvane maintained their principal business office at 4 Benedek Road, Princeton, New Jersey 08540. Bridgeton and the Partnership’s current address is 7535 Windsor Drive, Suite A205, Allentown, PA 18195 and the telephone number for the Partnership and General Partner is (610) 366-3922, the facsimile number is (610) 366-3990, and their e-mail address is info@bridgetonfunds.com and the General Partner’s website is www.bridgetonfunds.com.




The General Partner has been registered with the Commodity Futures Trading Commission (“CFTC”) pursuant to the Commodity Exchange Act (“CEA”) as a Commodity Pool Operator (“CPO”) since January 11, 2011 and has been a member of the National Futures Association (“NFA”) since January 11, 2011. The General Partner has selected Willowbridge Associates Inc. (“Willowbridge”) and Quantitative Investment Management LLC (“QIM”, and collectively with Willowbridge, the “Advisors”) as the Partnership’s trading advisors. Willowbridge’s main business address is 101 Morgan Lane, Suite 180, Plainsboro, New Jersey 08536 and its telephone number is (609) 936-1100. Willowbridge 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.  QIM’s address is 401 East Market Street, Suite 104, Charlottesville, VA 22902 and its telephone number is (434) 817-4800.  QIM has been registered as a CTA with the CFTC since January 16, 2004 .  QIM became a member of the NFA on January 16, 2004. QIM registered with the NFA as a CPO on April 1, 2005.  All trading decisions regarding the Partnership are made by the Advisors. See “The Advisors.”




Since the Partnership’s inception in April 1991 through March 1, 2010, the General Partner allocated the Partnership’s capital entirely to Willowbridge’s Primary Program.  On March 1, 2010, the General Partner made an allocation of $20 million (approximately 35% of the net assets of the Partnership as of March 1, 2010) to QIM’s Global Program.  The General Partner believes QIM’s Global Program has the potential to deliver important diversification benefits when combined with Willowbridge’s Primary Program.  Willowbridge’s Primary Program utilizes trading strategies that focus on capturing directional price movements over medium to longer term time horizons.  QIM’s Global Program utilizes multiple trading strategies over various time horizons, particularly shorter timeframes.   The Partnership engages in the speculative trading of Commodity and Futures Contracts and entities (including without limitation other partnerships, separate managed accounts, exchange traded funds or other types of funds) that primarily trade in exchange traded securities, options on exchange traded securities, exchange traded funds or Commodity and Futures Contracts.  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 diversification of the Partnership’s investments.




The Partnership is designed to permit investors to participate in the financial advantages presented by trading in Commodity and Futures Contracts. However, trading in Commodity and Futures Contracts does entail significant risks, and it is possible that an investor in the Partnership could lose its entire investment. Trading in Commodity and Futures Contracts 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.




In accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (the "Limited Partnership Agreement"), the Partnership offers Class A and Class B limited partnership interests in private offerings pursuant to Regulation D as adopted under section 4(2) of the Securities Act of 1933, as amended. The Partnership will offer the interests up to an aggregate of $100,000,000, subject to increase by the General Partner in increments of $10,000,000 after notice to the limited partners of the Partnership.


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 Willowbridge’s Primary Investment Program and QIM’s Global Program. See “Trading Programs.” The General Partner, in the future, may allocate the Partnership’s assets to other trading programs. In addition, an affiliate of the General Partner is the introducing broker for the Partnership.  Under the terms of the Amended and Restated Limited Partnership Agreement of the Partnership (the “Partnership Agreement”), the General Partner maintains a general partner contribution of $1,000 to the Partnership. The individual principals of the General Partner are Robert L. Lerner, Stephen J. Roseme and Jeffrey Brian Mokychic.  The trading principals are Mr. Lerner and Mr. Roseme.  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 therefore, 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 are 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 investment programs of the Advisors, which use 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 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 Advisor's management will be as determined by the General Partner.  If an Advisor uses more than one trading strategy to trade for the Partnership, the capital under each trading strategy 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 each 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.




Neither the Partnership nor the General Partner has any employees.  Fund administration, calculation of the net asset value and management information systems are provided by NAV Consulting, Inc., and marketing and client services are provided by Bridgeton Global Investors, Inc., an affiliate of the General Partner.




The Advisors




Willowbridge




Willowbridge is a global trading advisor, managing approximately $1.09 billion in aggregate nominal account size (U.S. $1.01 billion of actual funds) as of February 1, 2011  in futures, forward, spot and option contracts and related instruments for international banks, brokerage firms, pension funds, institutions and high net worth individuals. Willowbridge 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. Willowbridge may, to a limited extent, also trade in other instruments. The trading principals of Willowbridge are Philip L. Yang, Michael Y. Gan, and James A. Datri. See “Directors and Executive Officers.”




QIM




QIM is a Virginia limited liability corporation formed on May 27, 2003.  The trading principals of QIM are Jaffray Woodriff, Michael Geismar and Greyson Williams. QIM uses a proprietary predictive framework to trade its Global Program, a short-term managed futures strategy that trades 54 contracts in 6 sectors worldwide.  Total nominal assets in the Global Program as of February 11, 2011 were approximately $4.93 billion, including about $1.38 billion in the Quantitative Global Funds (about $628 million actual equity), about $708 million proprietary (about $142 million actual equity) and $2.99 billion in 42 client managed accounts. QIM's predictive research is also utilized by a long-short hedge fund with approximately $474 million in equity.




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 Advisors or other trading advisors who may be employed in trading the assets of the Partnership.




Each trading system employed by the Advisors 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 non-trending 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 Advisors 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 Advisors. Accordingly, no assurance can be given that the Advisors’ investment programs and trading strategies will result in profits to investors in the Partnership.




In general, the Advisors manage risk 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 a particular market, they will signal that the trading strategies should reduce exposure or stop trading altogether in the particular market.  In this way, the trading strategies generally will not participate in markets in which there are extremes in market action.  On the portfolio level, risk is managed by utilizing proprietary portfolio cutback rules.  When cumulative profits have reached a certain level, these rules determine that positions should be reduced 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 reduced levels, these rules will then determine when to increase positions.




Allocation of Capital




The Partnership’s assets are currently traded pursuant to Willowbridge’s Primary Investment Program and QIM’s Global Program.  The Primary Investment Program utilizes all or part of two of the trading systems operated by Willowbridge:  the Vulcan System and the Argo System.  The General Partner, in the future, may allocate the Partnership’s assets to other trading strategies and investment programs.




Willowbridge’s 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 grain markets are likely to perform well, it may apply the Argo and Titan trading 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 in a particular market, no positions will be taken.  Typically, changes in trading systems used for particular markets are made infrequently.   Effective January 2008, approximately one-half of the assets traded by Willowbridge pursuant to the Primary Investment Program have been allocated to the Argo System and approximately one half have been allocated to the Vulcan System.  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.  If the assets of the Partnership allocated to the Primary Investment Program fall below $5,000,000, Willowbridge may not be able to trade the Primary Investment Program portfolio.




Description of Trading Systems in the Primary Investment Program




The trading systems used by Willowbridge are proprietary and confidential.  The descriptions herein 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 or/in each of the various markets in its portfolio.  The Vulcan portfolio traded for the Primary Investment Program includes:




Grains:
Corn, Wheat, Soybeans, Soybean Meal, Soybean OilPrecious Metals:
Gold, SilverGeneral:
Crude Oil, Heating Oil, Unleaded Gasoline, Natural Gas, Copper, Sugar, Coffee, Cocoa, Cotton, Live CattleDomestic Financial    Instruments:
Treasury Bonds, Treasury Notes, EurodollarsForeign Financial

Instruments:
EuroYen, Japanese Bonds, Australian T-Bills, Australian T-Bonds, Short-Sterling, Gilts, Euribor, Euro-Swiss, Euro-Bunds, Euro-Bobls, Euro-ShatzCurrencies:
Pound Sterling, Canadian Dollar, Swiss Franc, Japanese Yen, Australian Dollar, Euro Currency  EuroYen, EuroPound




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




It is intended that approximately 10% 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 longer time horizon than Vulcan and attempts to capture longer-term price moves.  The Argo portfolio includes the instruments traded in the Vulcan portfolio.




It is intended that Argo’s positions will generally be held from 20 to 30 trading days (but may be longer or shorter) with approximately 10% 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.




QIM’s Global Program




Predictive Modeling




QIM believes that financial markets are not entirely efficient. Numerous small inefficiencies exist which QIM believes can be exploited through the prudent use of robust quantitative analysis and predictive technologies.




QIM currently employs numerous quantitative trading models that utilize pattern recognition to predict all types of price movements. All models are tested across massive data sets that expose them to a wide range of market, economic, and political environments, as well as a wide range of time frames and interactions. Only those models that prove to be the most robust, statistically significant, and conceptually diverse are used in actual trading. The resultant system of models creates predictions on a daily basis that have resulted in excellent outperformance versus most benchmarks over the past six and a half years.




QIM’s trading strategies and models may be revised from time to time as a result of ongoing research and development that seeks to devise new strategies and systems, as well as to improve current methods. As a result of research, the strategies and systems used by QIM in the future may differ from those presently used. Changes to risk weightings, execution factors and the active universe of futures contracts traded may occur from time to time, for example, without notice to clients of QIM. Although these underlying parameters evolve over time, these adjustments do not represent material changes to the predictive framework itself. QIM has informed the Partnership that it will notify the Partnership in advance of a material change to this fundamental trading approach.




Risk Management




QIM believes that the enduring success of any trading program relies heavily on the risk management used in implementing the strategy.




QIM applies highly sophisticated risk management procedures that take into account the price, size, volatility, liquidity, and inter-relationships of the markets traded. On the portfolio level, account risk is monitored on a daily basis to target a specific standard deviation of daily returns. For the standard version of the Global Program, annualized volatility is targeted at 12%.




During significant drawdowns in equity, QIM reduces market exposure by scaling back the overall leverage.




Execution




The execution of QIM’s trading strategies is systematic. All facets of the predictive models, risk management, and trade allocation are fully automated. However, discretion plays a role in the evolution of the trading system over time as QIM does seek improvements to the trading strategy.




In addition to the abundance of technologies driving the daily trading, QIM’s staff monitors every market in which it trades on a daily basis and monitors numerous other factors, including, but not limited to: volume and open interest, news, correlation pairings, cash prices, opening calls, slippage and volatility.




Markets Traded




QIM may trade in some or all of the following markets:




Currencies

British Pound

Euro Currency

Japanese Yen

Canadian Dollar

Australian Dollar

Mexican Peso

Swiss Franc

US Dollar Index



Energies

Crude Oil

Brent Crude Oil

RBOB Gasoline

Natural Gas

Heating Oil

WTI Crude

GasOil



Grains

Corn

Soybeans

Wheat

Soybean Meal

Soybean Oil

Live Cattle

Cocoa

Coffee

Cotton

Sugar
Stock Indices

E-mini S&P 500 (USA)

E-mini Nasdaq 100 (USA)

E-mini Dow (USA)

E-mini S&P MidCap 400 (USA)

Russell 2000 Mini (USA)

Dax (Germany)

DJ Euro Stoxx 50 (Europe)

FTSE 100 (Great Britain)

Nikkei 225 (Japan)

Nikkei 225 (SIMEX)

Nikkei 225 (OSE)

KOSPI Hang Seng (Hong Kong) S&P ASX

200 (Australia)

MSCI Taiwan

MSCI Singapore

CAC-40 (France)

S&P CNX Nifty Index (India)

TOPIX
Interest Rates

US 10 Year Note

US 2 Year Note

US 5 Year Note

Eurodollar

Euro-Bund

Euribor

Euro-Schatz

Euro-Bobl

Long Gilt

Short Sterling

JGB

US Treasury Bond

Ultra T-Bond





Metals

Gold

Silver

Copper

Palladium

Platinum




QIM’s programs seek to profitably trade each of the markets in which they participate while taking advantage of the diversification available from such a varied list of futures contracts. The trading programs often take opposing long and short positions within the same or related classes of correlated futures. Taken in conjunction with the powerful effect of diversification across a broad range of contracts, this generally results in far less risk than trading a single market with similar leverage. Other futures contracts or currencies may be added to the QIM Global Program if QIM’s research demonstrates that such an addition would enhance that program’s performance.




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




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 and Introducing Broker




The Partnership executes and clears trades in futures and commodity options through ADM Investor Services, Inc. (“ADMIS”), Newedge USA, LLC (“NUSA”) and other unaffiliated clearing brokers selected by the General Partner. The General Partner may retain additional or substitute clearing brokers in the future.




ADMIS is a registered futures commission merchant and is a member of the NFA. Its main office is located at 141 W. Jackson Blvd., Suite 1600A, Chicago, IL 60604.




NUSA is a registered futures commission merchant and is a member of the NFA.  Its main office is located at 550 West Jackson, Suite 500, Chicago,, IL 60661.




Bridgeton Global Investor Services, Inc. (“Bridgeton Global”) is the Partnership’s introducing broker and will introduce the Partnership’s account to the clearing brokers in exchange for receiving a portion of the brokerage commissions charged by the clearing brokers. Bridgeton Global is an affiliate of the General Partner.  Each of ADMIS and NUSA acts only as clearing broker for the Partnership and as such is paid commissions for executing and clearing trades on behalf of the Partnership. None of ADMIS, NUSA nor Bridgeton will 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 ADMIS and NUSA 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, 2010 and 2009, 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 Class A Interests 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 Class A Interests as of the beginning of each month (a 4.0% annual rate). Class B Interests pay to the General Partner commissions of up to 6.0 percent annually of the net asset value of the Class B partners’ capital equal to the following percentages: Series 1-3%, Series 2-6% and Series 3-5%.  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 Advisors




Management Fee




The Partnership pays to Willowbridge a quarterly management fee of 0.25% (1% per year) on the monthly trading level, which is generally determined as a percentage of the Partnership’s month-end Net Assets (as defined below) allocated to Willowbridge for each month during such quarter.  The Partnership does not pay a management fee to QIM.




Incentive  Fee




The Partnership also compensates Willowbridge by paying to it a quarterly incentive fee of 25% of New Profits (as defined below), if any, on assets allocated to Willowbridge.  If any incentive fee is paid to Willowbridge, Willowbridge 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 Willowbridge has recouped its losses and earned New Profits.  The Partnership will pay QIM a quarterly incentive fee of 30% of New Profits (as defined below), if any, on assets allocated to QIM.  In the event of subsequent losses, the quarterly incentive fee would not be charged until there are New  Profits to offset such losses.  The quarterly incentive fee shall not be rebated by virtue of subsequent losses.




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 $10 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. 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 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 $25,000 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 $590,000 per year (excluding any extraordinary expenses), will be borne by the Partnership.




Trading For Own Account




The General Partner, its principals 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 Advisors, their respective principals and their respective affiliates also may trade Commodity and Futures Contracts for their own accounts. The records and the results of the proprietary trading by the Advisors and their respective principals will not be made available for inspection by the Limited Partners because of their confidential nature.




Neither the Partnership nor the General Partner has any employees.  Fund administration, calculation of the net asset value and management information systems are provided by NAV Consulting, Inc., and marketing and client service are provided by Bridgeton Global.




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.




Affiliation of the General Partner with Bridgeton Global




The General Partner is affiliated with Bridgeton Global, the introducing broker for the Partnership.  Accordingly, the General Partner may have a conflict of interest between doing what the General Partner believes will be most advantageous to the Partnership and retaining Bridgeton Global as an introducing broker for the Partnership and earning fees for Bridgeton Global.




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 General Partner may have conflicts with respect to terminating an Advisor or engaging a new trading advisor for the Partnership.  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 Advisors and the General Partner




The Advisors and their respective affiliates currently manage other accounts and act as general partner for other limited partnerships that trade commodity interests, and the Advisors, 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 Advisors or the General Partner from such other accounts and partnerships may differ from the compensation they receive from the Partnership. As the Advisors manage 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 trading principals of the General Partner and their families 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 trading principals 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 Advisors and Affiliates of the Advisor for Their Own Accounts




The Advisors and their respective 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 an Advisor to exercise good faith and fairness in all matters affecting client accounts. The records and the results of the proprietary trading by the Advisors and their respective 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 Advisors. 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 Advisors 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 Advisors. 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 Advisors to Futures Commission Merchants




The Advisors appear 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 an 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 its 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. Each of the Advisors’ 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.




A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.




ITEM 1B. Unresolved Staff Comments.




A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.




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 7535 Windsor Drive, Suite A205, Allentown, PA 18195.




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. Removed and Reserved.




PART II




ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities.




There currently is no established public trading market for the Limited Partnership Units. As of December 31, 2010, 14,463.9414 Partnership Units were held by 516 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 there from, 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, 2010 through December 31, 2010, 1,361.342 Partnership Units were subscribed for the aggregate net subscription amount of $2,917,111. Details of the subscriptions of these Partnership Units are as follows:




Amount

of

SubscriptionsJanuary 2010
$
208,085February 2010
$
404,792March 2010
$
233,906April 2010
$
302,591May 2010
$
442,731June 2010
$
83,432July 2010
$
330,033August 2010
$
368,928September 2010
$
256,705October 2010
$
25,915November 2010
$
29,849December 2010
$
230,144




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.




A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.




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




General




The success of the Partnership is dependent upon the ability of its Advisors to generate trading profits through the speculative trading of Commodity and Futures Contracts sufficient to produce capital payments after payment of all fees and expenses. Future results will depend in large part upon the Commodity and Futures Contracts markets in general, the performance of its Advisors, 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 and Futures Contracts 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 Advisors, 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 and Futures Contracts trade are constantly changing in character and in degree of volatility. Although Willowbridge was the sole advisor trading on behalf of the Partnership from April 1991 through February 28, 2010, the General Partner continues to evaluate and analyze from both quantitative and qualitative perspectives the ability of each 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 Advisors’ 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, 2010, the assets of the Partnership were allocated for trading in Commodity and Futures Contracts approximately 70% to Willowbridge’s Primary Investment Program and 30% to QIM’s Global Program. The Primary Investment Program currently consists of the Argo and Vulcan computer-based, quantitative trading systems.




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% annually of the net asset value of the Class B partners’ capital. The General Partner will pay up to 3.0% 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 and Futures Contracts. The flat-rate monthly commission is common among programs such as the Partnership. As of December 31, 2010, ADMIS and NUSA are the clearing brokers for the Partnership.




Results of Operations




Comparison of fiscal years ended December 31, 2010 and 2009




As of December 31, 2010, total partners’ capital (net asset value) of the Partnership was $29,854,400 compared to its net asset value of $65,390,262 at December 31, 2009. The Partnership’s 2010 subscriptions and redemptions totaled $2,917,111 and $33,799,619 respectively, compared to $13,319,300 and $13,707,656 respectively, in 2009.




For the year ended December 31, 2010, the Partnership had net realized and unrealized trading losses of $(952,738) and $49,014 in interest income. For that same period, the Partnership had expenses comprised of $2,195,749 in brokerage commissions including clearing and exchange fees, $60,299 in incentive fees, $991,802 in management fees, $198,764 in professional fees, $182,762 in accounting and administrative fees and $120,254 in other expenses. This resulted in the Partnership having a net loss of $(4,653,354) for 2010.




Interest income decreased to $49,014 from $244,969 in 2009 primarily due to declining interest rates through 2010. Brokerage commissions decreased to $2,195,749 from $3,880,588 in 2009.  Brokerage commissions are charged as a percentage of net assets and are lower due to a lower average net asset value in 2010.  Incentive fees increased to $60,299 from $0 in 2009 due to the addition of QIM as an Advisor and QIM experiencing profitable trading in 2010.  Management fees are charged as a percentage of the net assets and decreased to $991,802 from $1,595,158 in 2009 due to a lower number of subscriptions and increased redemptions in 2010.  Professional fees decreased to $198,764 from $241,949 in 2009 as a result of a decrease in professional fees.  Accounting and administrative fees decreased to $182,762 from $296,486 in 2009 as a result of a decrease in administrative and accounting fees.  Other expenses decreased to $120,254 from $223,329 as a result of a decrease in other expenses.




The Partnership’s most profitable trades in 2010 were in the EUR/USD, sugar, British Pound, Japanese Bonds, and gold.   The Partnership’s least profitable trades in 2010 were in heating oil, crude oil, gasoline, Japanese Yen, and the Canadian Dollar.




In January 2010, the Partnership recorded a net loss of $(2,707,389). The Partnership produced losses on its positions in Japanese Yen, US fixed income markets,  Japanese and European fixed income markets and copper; the Partnership generated profits in the Euro, natural gas and silver. In February 2010, the Partnership recorded a net loss of $(1,694,610).  Trading was unprofitable as the Partnership had losses in gasoline, the Euro, copper, crude oil and the Australian Dollar; the Partnership had gains in the Japanese Yen, silver, coffee, gold and natural gas. In March 2010, the Partnership recorded a net loss of $(925,727).  The Partnership had losses in US fixed income markets, Swiss Franc, British Pound, gold, crude oil, the Euro and the soybean complex; the Partnership had gains in the Euro, Japanese Yen, Australian Dollar, and copper.  In April 2010, the Partnership was unprofitable. The Partnership had losses in the Swiss Franc, the Euro and the Japanese Yen, silver, UK and European fixed income markets and corn; there were gains in copper, the Australian Dollar, natural gas, soybeans and Japanese fixed income markets. The Partnership recorded a net loss of $(730,662). In May 2010, the Partnership was  profitable. The Partnership had gains in RBOB gasoline, crude oil, silver, the British Pound, the Canadian Dollar, the Australian Dollar and soybeans; there were losses in natural gas, cocoa and European fixed income markets. The Partnership recorded net income of $233,522. In June 2010, the Partnership was unprofitable. The Partnership had losses in silver, the Swiss Franc, the Canadian Dollar, coffee and soybeans; there were gains in corn, Japanese fixed income markets and crude oil. The Partnership recorded a net loss of $(316,965).  In July 2010, the Partnership was profitable. The Partnership had losses in the Swiss Franc, crude oil, the Euro, soybeans and US fixed income markets; the Partnership had gains in copper, the Canadian Dollar and natural gas. The Partnership recorded a net gain of $19,760. In August 2010, the Partnership was profitable. The Partnership had losses in the energy complex, the Euro, cocoa and the Swiss Franc; the Partnership had gains in sugar, copper and UK fixed income markets. The Partnership recorded a net gain of $207,721. In September 2010, the Partnership was unprofitable. The Partnership had losses in copper, the energy complex and sugar; the Partnership had gains in the Japanese Yen, silver, the Australian Dollar, the Swiss Franc and wheat. The Partnership recorded a net loss of $(76,932).  In October 2010, the Partnership recorded a net gain of $767,362.  The Partnership had gains in silver, Japanese Yen, gold, sugar and cotton; the Partnership had losses in heating oil, wheat, EUR/JPY, and US and UK fixed income markets.   In November 2010, Partnership recorded a net loss of $(865,120). The Partnership had losses in crude oil, JPY, European fixed income markets and natural gas; the Partnership had gains in silver, Japanese bonds, EUR/USD and gold.  In December 2010, the Partnership recorded a net gain of $1,435,685. The Partnership had gains in copper, coffee, gasoline, US fixed income markets and silver; the Partnership had losses in wheat, Canadian Dollar, EUR/JPY and the British Pound.




The net asset value per Class A Unit at December 31, 2010 decreased 4.87% from $8,017.87 at December 31, 2009 to $7,627.64 at December 31, 2010. The net asset value per Class B Unit, Series 1 at December 31, 2010 decreased 3.91% from $1,033.11 at December 31, 2009 to $992.75 at December 31, 2010. The net asset value per Class B Unit, Series 2 at December 31, 2010 decreased 6.76% from $864.90 at December 31, 2009 to $806.43 at December 31, 2010. The net asset value per Class B Unit, Series 3 at December 31, 2010 decreased 5.82% from $1,082.32 at December 31, 2009 to $1,019.35 at December 31, 2010.




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 Advisors will trade only those Commodity and Futures Contracts 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 advisors (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 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




A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.




Summary of Critical Accounting Policies




The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect amounts reported in the Partnership’s financial statements. The Partnership’s significant accounting policies are described in detail in Note 2 of the Notes to Financial Statements.




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, 2010, 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 Advisors will maintain an emphasis in the commodities described above. Additionally, the Partnership had exposure to energies (gas, oil) as of December 31, 2010, 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, 2010 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, 2010.




The potential loss in earnings for each market risk exposure as of December 31, 2010 was:




Currency exchange rate risk

$
88,941Commodity price risk

$
387,769Interest rate risk

$
49,012





ITEM 8. Financial Statements and Supplementary Data.




Financial statements meeting the requirements of Regulation S-X appear in Part IV of this report.




A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the supplementary data under this item.




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




None.




ITEM 9A. Controls and Procedures.




The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the principal of the General Partner (who serves as the principal executive officer and financial officer of the Partnership), to allow for timely decisions regarding required disclosure and appropriate SEC filings. The principal of the General Partner (who serves as the principal executive officer and financial officer of the Partnership) evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures (as defined in Rule 13(a)-15(e) under the Securities Exchange Act of 1934, as amended), which are designed to ensure that the Partnership 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 that evaluation, the General Partner has concluded that the Partnership’s disclosure controls and procedures were effective in timely alerting the General Partner to material information related to the Partnership that is required to be included in the Partnership’s periodic filings with the SEC.




There were no changes in the Partnership’s internal controls during the fourth quarter of 2010 that have materially affected or are reasonably likely to affect the Partnership’s internal control over financial reporting.




Management’s Annual Report on Internal Control over Financial Reporting




The management of the General Partner (which is the principal of the General Partner) is responsible for establishing and maintaining adequate internal control over financial reporting by the Partnership. The General Partner’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Partnership’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Partnership; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements.




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




Management of the General Partner assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2010. Based upon that evaluation, the General Partner has concluded that the Partnership’s internal control over financial reporting was effective as of December 31, 2010.  In making this assessment, management of the General Partner used the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).




Management’s annual report does not include an attestation report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.




ITEM 9B. Other Information.




None.





PART III




ITEM 10. Directors and Executive Officers.




The Partnership has no directors or officers.  The General Partner has been registered with the CFTC pursuant to the Commodity Exchange Act as a Commodity Pool Operator since January 11, 2011 and has been a member of the NFA since January 11, 2011.  The General Partner is owned 50% by Robert L. Lerner and a trust for the benefit of Mr. Lerner’s family and 50% by a trust for the benefit of Stephen J. Roseme’s family.  Mr. Lerner and Mr. Roseme are the chairman and chief executive, respectively, of the General Partner.  The individual principals of the General Partner are Mr. Lerner, Mr. Roseme and Jeffrey Brian Mokychic.  The trading principals are Mr. Lerner and Mr. Roseme.  The General Partner is a member of the NFA.




Robert L. Lerner, age 54, is an owner and the Chairman of General Partner and has been listed as a principal since December 31, 2010.  Mr. Lerner has also been the director and president of Ruvane, the predecessor General Partner, since he formed it in 1990, and he has been listed as a principal of Ruvane since January 12, 1990 and registered as an associated person of Ruvane since November 20, 1995.  Prior to that, Mr. Lerner was individually registered with the CFTC as a CTA since October 22, 1984 and a CPO since October 24, 1985, and he remained so registered in his individual capacity until he withdrew his individual registrations on July 31, 1996.  Mr. Lerner also has been listed as a principal of DPT Capital Management LLC, a registered CTA, since January 25, 2011 and registered as an associated person since January 28, 2011.  From January 2003 through October 2005, Mr. Lerner was president of WoodAllen Capital Management, LLC, an investment management and advisory firm.  From September 2001 to January 2003, Mr. Lerner was the president of Partners Capital Investment Group, LLC, an investment adviser he co-founded that provides an innovative endowment investment philosophy solution for institutional investors and very high net worth families in the US and UK; Mr. Lerner was also registered as an associated person of Partners Capital Investment Group, LLC from March 2002 to February 2004 and has also been a member of the Investment Committee of  Partners Capital Investment Group, LLC since December 2001.  From October 1993 to March 1995, Mr. Lerner was registered as an associated person of Abacus Investment Advisory Services Inc., a consulting firm, where his primary duties were researching investment managers.  From August 1987 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 June 1985 to August 1987, Mr. Lerner was employed by Commodities Corporation (U.S.A.) N.V., a leading CTA that was acquired by Goldman Sachs Asset Management where his primary duties were as Associate General Counsel and Trading Development Manager.  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.




Stephen J. Roseme, age 44, is a beneficial owner and the Chief Executive of the General Partner and has been listed as a principal since December 31, 2010 and registered as an associated person since January 11, 2011.  Mr. Roseme is also a principal and the President of Bridgeton Global Investor Services, Inc., a registered introducing broker and notice broker dealer, and has been listed as a principal and registered as an associated person since January 5, 2000.  Mr. Roseme is a principal and the President of Bridgeton Capital Management Inc., a registered CPO and CTA, and has been listed as a principal and registered as an associated person since May 1, 1997.  Mr. Roseme is also President of Bridgeton Execution Services LLC, a registered introducing broker, and has been listed as a principal since April 29, 2010 and registered as an associated person since July 26, 2010.  He is also President of Grand Central Trading Company LLC, a registered introducing broker, and has been listed as a principal since January 10, 2006 and registered as an associated person since January 13, 2006.  Mr. Roseme graduated from the University of Virginia.




The General Partner has selected Willowbridge and QIM as the trading advisors for the Partnership.




Willowbridge




The trading principals of Willowbridge are Philip L. Yang, Michael Y. Gan, and James A. Datri.




Philip L. Yang, age 51, has been the sole shareholder, Director and President of Willowbridge since September 1, 1992, and he also held those positions from the time he formed Willowbridge in January 1988 through September 1989.  He has been a principal and an associated person of Willowbridge since November 1992 and a Forex associated person since October 2010. He was individually registered pursuant to the CE Act as a CPO in February 1988 and as a CTA in August 1986, with a re-registration in September 1987, and was approved as a member of the NFA in December 1986.  He has been a principal and an associated person of Union Spring since March 1996. He has been a principal and an associated person of Doublewood since November 1992.  He has been a principal and an associated person of Limerick Financial Corporation (“Limerick”), a commodity trading advisor, from March 1998 through February 2011.  From July 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, age 51, has been the Executive Vice President of Willowbridge since September 1, 1992.  He has been a principal of Willowbridge since November 1989 and has been an associated person of Willowbridge since December 1989.  He was individually registered pursuant to the CE Act as a CPO and CTA and was approved as a member of the NFA in January 1990.   He has been a principal and an associated person of Union Spring since March 1996.  He has been a principal of Doublewood since November 1995 and has been an associated person of Doublewood since November 1996. He is also an associated person (since February 2011) and has a pending application to serve as principal of Willow Global, a registered CTA and CPO.  Mr. Gan was the sole shareholder, Director and President of Willowbridge from October 1989 through August 1992.  From July 1983 to October 1989, he worked in the foreign exchange trading group at Marine Midland Bank, a 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.





Richard G. Faux, Jr., age 72, has been Executive Director of Willowbridge since April 1995.  He has been a principal and an associated person of Willowbridge since February 1996.  He is Executive Director of Doublewood and has been a principal of Doublewood since July 2000 and an associated person of Doublewood since March 1996. He is President and a director of Union Spring and has been a principal and an associated person of Union Spring since March 1996.  Mr. Faux oversees administration at Willowbridge and performs similar duties for Doublewood and Union Spring.  Since March 16, 1995, Mr. Faux has been president of GTR Capital Corporation (“GTR”), a consulting firm that has been a registered CTA since March 2010 and an NFA member since April 2010.  Mr. Faux has been a principal and an associated person of GTR since March 2010. Mr. Faux co-founded MC Baldwin Financial Company (formerly known as Baldwin Financial Corporation and together with its affiliated companies, Baldwin Funds and Baldwin Investment Corporation, “MC Baldwin”) in April 1989 and served as its Co-Chief Executive Officer sharing the oversight of the operations of the company until April 1995, at which time MC Baldwin was an international trading manager which developed futures funds for its partner, Mitsubishi Corporation, a general trading company, and other institutional clients.  Prior to forming MC Baldwin, Mr. Faux was President and a responsible party of Merrill Lynch Options/Futures Management Inc., a futures fund subsidiary of Merrill Lynch Pierce Fenner & Smith, a broker dealer, from December 1984 to April 1989.  From October 1986 until October 1989, Mr. Faux was a principal and associated person of Merrill Lynch Alternative Investments LLC, an asset management company.  Before Mr. Faux’s joining Merrill Lynch in 1984, it had raised only $13 million in futures funds.  When he left, the company had raised $930 million, including one of the first multi-advisor futures funds.  Previously, he spent four years, from January 1981 through December 1984, at Thomson McKinnon Securities, Inc., a futures commission merchant, where he helped develop futures funds, including one of the first financial futures funds.  From August 1977 through January 1981, Mr. Faux was self-employed acting as advisor on financial projects and developing expertise in financial futures.  Earlier, Mr. Faux spent ten years from August 1967 through August 1977 as Vice President of the investment management and institutional sales departments at Kuhn Loeb & Co., an investment bank.  He is a graduate of Brown University and the Columbia University Graduate School of Business.




James J. O’Donnell, age 59, is Senior Vice President of Willowbridge and has been a principal of Willowbridge since November 1996.  He is also Managing Director of Doublewood and has been a principal of Doublewood since July 2000. He is Managing Director of Union Spring and has been a principal of Union Spring since July 2000.  Mr. O’Donnell oversees Willowbridge’s computer and information needs, including trading information systems, accounting information systems, automating certain operational and compliance activities and support for ongoing research of new computerized trading systems and effectiveness testing of existing trading systems.  Mr. O’Donnell has been employed by Willowbridge since September 1, 1992.  From June 1987 through August 1992, Mr. O’Donnell was Manager of Computer Information Systems at Caxton.  From April 1979 through May 1987, Mr. O’Donnell was manager of Research Information Systems at Commodities Corporation, a commodity pool operator and commodities trading advisor.  Prior to that, he was employed by Penn Mutual Life Insurance Company, a mutual life insurance company, from September 1973 through March 1979 as Senior Programmer Analyst.  He is a graduate of LaSalle University with a B.A. in mathematics.




Steven R. Crane, age 42, is Senior Vice President, Secretary and Controller of Willowbridge.  He has been a principal of Willowbridge since October 1996.  He is also Secretary of Doublewood and has been a principal of Doublewood since July 2000.  He is Secretary, Managing Director and director of Union Spring and has been a principal of Union Spring since July 2000.  Mr. Crane has a pending application to serve as principal of Willow Global. He was Vice President, Secretary, Treasurer, and director of Limerick and was a principal of Limerick from July 2000 through February 2011.  He oversees accounting, financial reporting and operations at Willowbridge.  Mr. Crane has been employed by Willowbridge since April 1993.  Prior to that, he was employed by Caxton from April 1992 to April 1993 as a Senior Accountant.  From September 1989 through April 1992, Mr. Crane worked as a Senior Auditor for Deloitte & Touche LLP, an accounting firm.  Mr. Crane is a Certified Public Accountant and a member of the AICPA.  He graduated magna cum laude from North Carolina State University with a B.A. in accounting.




James A. Datri, age 46, is Vice President of Willowbridge.  He has been a principal of Willowbridge since August 2007 and has been an associated person of Willowbridge since April 1997. Mr. Datri is currently responsible for overseeing trading activities for Willowbridge’s technical trading systems.   He has been employed by Willowbridge since February 1995, holding various positions and handling a wide range of responsibilities in operations and trading during that time.  Prior to joining Willowbridge, Mr. Datri worked at Caxton Associates, LLC from April 1988 through January 1995 as a trading assistant, providing support and research for various traders.  Previously, he spent three years, from May 1985 through April 1988, at Merrill Lynch, a financial services company, in an operations capacity.  Mr. Datri is a graduate of Monmouth College with a B.S. in finance.




Edward T. Dunne, age 66, is Managing Director of Willowbridge.  He has been a principal of Willowbridge since July 2000.  He is also Managing Director of Doublewood and has been a principal of Doublewood since July 2000.  Mr. Dunne is Managing Director and director of Union Spring and has been a principal of Union Spring since March 1996 and has been an associated person of Union Spring since September 2000.  From March 1992 to February 1998, Mr. Dunne was a shareholder and managing director of Nordek Associates, Inc., a commodity pool operator and commodity trading advisory firm.  Mr. Dunne was a director of Star Asset Management Limited, a Bermuda money management company, from August 1995 to January 1998, and again from July 2001 through December 2008.  In addition, from November 1993 to May 1994, Mr. Dunne was a managing director for the Alpha Global Proprietary Trading Division of Alpha Investment Management, Inc., an investment management firm.  From September 1987 to December 1993, he was a managing director of UBS Securities LLC, a broker dealer.  From July 1986 to August 1987, he served as an executive vice president and director of capital markets of Mosely Securities Corporation, an investment bank and broker dealer.  After receiving his degree from Norwich University and a commission as an officer in the U.S. Army, Mr. Dunne continued his education at New York University’s Graduate School of Public Administration.  Mr. Dunne also attended the New England School of Law.  In addition, Mr. Dunne has attended the Securities Industry Institute at the University of Pennsylvania’s Wharton School of Business.




Virginia M. Loebel, age 49, is Managing Director at Willowbridge, Doublewood and Union Spring and has been a principal of each firm since September 2000.  Prior to a deferred start date at Willowbridge, Ms. Loebel was employed by Union Bank of Switzerland, a bank, from August 1992 to April 1999 with credit and relationship management responsibility for major U.S. investment banks.  Her last position with Union Bank of Switzerland was as Managing Director in charge of domestic managed funds and investment bank credit relationships with total credit facilities in excess of $20 billion.  From August 1985 to August 1992, Ms. Loebel was a Vice President at Citibank, a bank, in Investment Banking and Managed Funds.  Ms. Loebel completed the credit training program at Bankers Trust Company, a bank, where she was employed from February 1983 to August 1985.  Ms. Loebel graduated cum laude from Villanova University with a B.S. in Finance and Economics.




Janice A. Kioko, age 45, is General Counsel, Chief Compliance Officer, and has been a principal of Willowbridge since September 2005.  Ms. Kioko also serves as General Counsel and Chief Compliance Officer of Doublewood and Union Spring and has been a principal of each firm since September 2005.  Prior to joining Willowbridge, Ms. Kioko was Vice President and Assistant General Counsel at Goldman Sachs Asset Management, an asset management company, and affiliate Commodities Corporation LLC, later known as Goldman Sachs Hedge Fund Strategies LLC, a registered CTA and CPO, where she was dedicated to hedge funds from July 1999 to August 2005.  From September 1998 to July 1999, she worked at Cahill Gordon & Reindel, a law firm, as an associate.  Ms. Kioko was employed as an associate by Morgan Stanley Asset Management, an asset management company, and Morgan Stanley & Co., an affiliated financial services firm, from July 1991 to January 1998, and as a credit analyst by Smith Barney, Harris Upham & Co., a financial services firm, from August 1988 to January 1991.  Ms. Kioko has a J.D. from Fordham University Law School, where she attended classes at night except for a period of full-time study from January 1998 through September 1998.  She has an M.B.A. in Finance from Fordham Graduate School of Business Administration where she also attended classes at night except for a period of full-time study from January 1991 through June 1991 and a B.A. in Economics from Columbia University.





QIM




The trading principals of QIM are Jaffray Woodrif, Michael Geismar and Greyson Williams.




Jaffray Woodriff.  Mr. Woodriff, age 41, has 20 years experience trading financial markets using proprietary quantitative models that he has developed. In 2003, Mr. Woodriff co-founded QIM to offer the Global Program to outside clients. He guides all aspects of QIM’s business and is chiefly responsible for the constant innovation and improvement of the models and techniques that underlie QIM’s predictions, trading, and risk management. Mr. Woodriff graduated from the University of Virginia with a BS in Business in 1991. Mr. Woodriff formed QIM in May 2003, has been registered with the CFTC as an associated person and listed as a principal since January 16, 2004 and January 13, 2004, respectively.




Michael Geismar.  Mr. Geismar, age 40, co-founded QIM in April 2003 with Mr. Woodriff after 18 months of successfully trading their proprietary accounts. As the head of trading for QIM, he implements the firm’s investment models and oversees its portfolio management. Mr. Geismar also manages investor relations and QIM’s general business affairs. Mr. Geismar graduated from the University of Virginia in 1994 with a BA in Mathematics and a minor in Statistics. Mr. Geismar formed QIM with Mr. Woodriff in May 2003, has been registered with the CFTC and listed as a principal since January 16, 2004 and as an associated person since November 28, 2005.




Greyson Williams.  Mr. Williams, age 37, co-founded QIM in April 2003 after working with Mr. Woodriff and Mr. Geismar as a consultant beginning December 2002. He serves as an analyst, assists in statistical analysis and the development of predictive and risk models, and manages the internal databases and in-house software development. Mr. Williams graduated from the University of Virginia in 1995 with a BA in English and a minor in Art History. Mr. Williams formed QIM in May 2003, has been registered with the CFTC and listed as a principal since January 16, 2004 and as an associated person since November 28, 2005.




Ryan Vaughan.  Mr. Vaughan, age 39, has spent the last ten years working in financial and corporate management. Mr. Vaughan joined QIM in September 2005 and became Chief Financial Officer and Chief Compliance Officer in January 2006.  In the fall of 2002, Mr. Vaughan began providing investment consulting services as a registered investment advisor to retail clients, including work for the following financial institutions: UBS Financial Services (September 2002 through February 2004), Blue Ridge Financial Planning Services (February 2004 through September 2005)  Registered Investment Advisory (“RIA”).  Mr. Vaughan does not manage futures investments for his RIA clients and there is no overlap between his RIA clients and QIM’s clients. Mr. Vaughan spends approximately 5% of his time on his RIA practice.  Mr. Vaughan graduated from the University of Virginia in 1993 with a BS in Commerce, concentrating in Management Information Systems. Mr. Vaughan graduated from the University of Georgia in 1995 with an MBA with concentrations in economics and finance. Mr. Vaughan earned the Chartered Financial Analyst (CFA) designation in 2003. Mr. Vaughan has been registered with the CFTC as an associated person and listed as a principal of QIM since June 8, 2006 and October 31, 2006, respectively.




Paul McKee.  Mr. McKee, age 42, joined QIM in January 2005 and became Chief Technology Officer in March 2009. His responsibilities include managing developers and other technical staff, developing QIM’s broad technical strategy and assisting with maintenance and development of predictive code. Before coming to QIM, Mr. McKee was a research physicist at the University of Virginia for four years from September 2000 through October 2004. His research was primarily conducted at Department of Energy particle accelerator facilities in Newport News, Virginia, and Stanford University, California. From November 2004 through December 2004, Mr. McKee was between employment positions. Mr. McKee graduated from Georgetown University in 1990 with a B.S. in Physics and a minor in Computer Science, from the University of Virginia in 1995 with an M.A. in Physics, and from the University of Virginia in 2000 with a Ph.D. in Nuclear Physics. Mr. McKee has been registered with the CFTC as an associated person and listed as a principal of QIM since February 17, 2009 and March 3, 2009, respectively.




Molly Dunnington.  Ms. Dunnington, age 36, started at QIM in May 2009 and became Chief Compliance Officer in January 2011.  Ms. Dunnington's responsibilities include all compliance reporting and recordkeeping requirements related to the CFTC and NFA as well as the upcoming registration with the SEC.  She is also responsible for the accounting of the Quantitative Global Funds.  Before joining QIM, Ms. Dunnington had been Vice President, Finance at The Community Foundation Serving Richmond & Central Virginia where she worked from May 2002 through April 2009.  Prior to that, she worked in the audit practice at KPMG from January 1998 through May 2002.  Ms. Dunnington graduated from the University of Virginia in 1998 with a B.S. in Commerce with a concentration in accounting.




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 as Exhibit 14.01.




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, 2010, approximately 14,463.9414 Partnership Units were held by 516 Limited Partners and the General Partner. As of December 31, 2010 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, 2010, the General Partner (which was Ruvane at December 31, 2010) owned $100,000 of general partner interests in the Company, or 13.1103 Partnership Units, representing approximately 0.33% of the total outstanding Partnership Capital, and also beneficially owned 10.021 Limited Partnership Units. Ruvane is owned entirely by Robert L. Lerner and a trust for the benefit of him and his family.  As of March 1, 2011, the General Partner (which was Bridgeton as of March 1, 2011) owned $1,000 of interests in the Partnership or 0.002% of the Partnership. The General Partner is owned 50% by Robert L. Lerner and a trust for the benefit of Mr. Lerner’s family and 50% by a trust for the benefit of Stephen J. Roseme’s 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, 2010 and 2009, the General Partner received a management fee from the Partnership pursuant to the Partnership Agreement in the amounts of  $653,903 and $836,130,  respectively. For the years ended December 31, 2010 and 2009, the General Partner received administrative charges from the Limited Partners pursuant to the Partnership Agreement in the amount of $0 and $3,743, 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, 2010 and 2009, the General Partner received net brokerage commissions of  $1,873,688 and $3,329,790,  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 equal to the following percentages:  Series 1-3%, Series 2-6% and Series 3-5% and from these amounts, the General Partner paid for 1) actual trading commissions incurred by the Partnership and 2) 3% to properly registered selling agents as their ongoing compensation for servicing Class B limited partners. One individual who is associated with the CTA is also a limited partner of the Partnership. At December 31, 2010 and 2009 the individual’s outstanding partnership interest was $173,604 and $175,992, respectively.




ITEM 14. Principal Accountant Fees and Services.




The following table shows the fees (in thousands) paid or accrued by the Partnership for the audit and other services provided by Arthur F. Bell, Jr. and Associates, L.L.C. ("Arthur Bell") for 2010 and Deloitte & Touche LLP and its affiliates for 2009:




2010


2009Audit Fees (1)

$
82.7


$
158.5Audit-Related Fees


-



-Tax Fees(2)


-



-All Other Fees


-



-$
82.7


$
158.5








The General Partner is responsible for approving every engagement of Arthur Bell to perform audit or non-audit services for the Partnership before Arthur Bell is engaged to provide those services. The General Partner considers whether the provision of any non-audit provisions is compatible with maintaining Arthur Bell'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.





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, Bridgeton Tactical Advisors, LP has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




BRIDGETON TACTICAL ADVISORS FUND, LP


By:  Bridgeton Fund Management, LLC


Its:  General Partner




By: /s/ Robert L. Lerner




Robert L. Lerner, Chairman


Date: March 31, 2011




By: /s/ Stephen J. Roseme




Stephen J. Roseme, Chief Executive, Principal Executive Officer and Principal Financial Officer


Date: March 31, 2011







INDEX TO EXHIBITS




Exhibit
Number Item Description3.1
Certificate of Limited Partnership for the Partnership (Filed as Exhibit 3.1 to the Partnership’s Form 10 and incorporated by reference herein.)3.2
Certificate of Amendment to Certificate of Limited Partnership for the Partnership3.3
Form of Amended and Restated Limited Partnership Agreement for the Partnership10.1
Trading Advisor Agreement between the General Partner and the Advisor (Filed as Exhibit 10.1 to the Partnership’s Form 10, and incorporated by reference herein.)10.2
Commodity Trading Advisory Agreement between the Partnership and the Advisor dated February 19, 201014.1
General Partner Code of Ethics31.1
Rule 13a-14(a)/13d-14(a) Certifications32.1
Section 1350 Certification





BRIDGETON TACTICAL ADVISORS FUND, LP











______________________





TABLE OF CONTENTS


______________________










REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS




FINANCIAL STATEMENTS:




Statements of Financial Condition


as of December 31, 2010 and December 31, 2009




Condensed Schedules of Investments


as of December 31, 2010 and December 31, 2009




Statements of Income (Loss)


for the Years Ended December 31, 2010 and 2009




Statements of Changes in Partners’ Capital (Net Asset Value)


for the Years Ended December 31, 2010 and 2009




Notes to Financial Statements
















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the Partners
 Bridgeton Tactical Advisors Fund, LP
 
 
 We have audited the accompanying statement of financial condition of Bridgeton Tactical Advisors Fund, LP (formerly RFMC Tactical Advisors Fund, LP), including the condensed schedule of investments, as of December 31, 2010, and the related statements of income (loss) and changes in partners’ capital (net asset value) for the year then ended.  These financial statements are the responsibility of the General Partner.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audit 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 misstatement.  The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bridgeton Tactical Advisors Fund, LP as of December 31, 2010, and the results of its operations and the changes in its net asset value for the year then ended, in conformity with U.S. generally accepted accounting principles.
 
 
 
 
 /s/ Arthur F. Bell, Jr. & Associates, L.L.C.
 Hunt Valley, Maryland
 March 31, 2011








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Partners of RFMC Tactical Advisors Fund, L.P.:





We have audited the accompanying statement of financial condition of RFMC Tactical Advisors Fund, L.P. (formerly RFMC Willowbridge Fund, L.P.) (the "Partnership"), including the condensed schedule of investments, as of December 31, 2009, and the related statements of income (loss) and changes in partners’ capital (net asset value) for the year then ended. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audit.





We conducted our audit 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 misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RFMC Tactical Advisors Fund, L.P. as of December 31, 2009, and the results of its operations and changes in its partners’ capital (net asset value) for the year then ended, in conformity with accounting principles generally accepted in the United States of America.








/s/Deloitte & Touche LLP





Princeton, NJ


March 31, 2010








BRIDGETON TACTICAL ADVISORS FUND, LP


STATEMENTS OF FINANCIAL CONDITION


As of December 31, 2010 and December 31, 2009


_______________











December 31,

2010


December 31,

2009ASSETSEQUITY IN COMMODITY FUTURES TRADING ACCOUNTS:Due from brokers (including margin deposits of$1,542,223 for 2010 and $4,650,422 for 2009)

$
13,275,165


$
6,528,616Net unrealized gains on open positions


1,256,636



1,954,44014,531,801



8,483,056CASH AND CASH EQUIVALENTS


17,411,836



57,806,331DUE FROM GENERAL PARTNER


205,403



55,153INTEREST RECEIVABLE


711



0TOTAL ASSETS

$
32,149,751


$
66,344,540LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)LIABILITIESPrepaid subscriptions

$
1,438


$
100,000Redemptions payable


2,083,797



460,726Other accrued expenses


88,705



220,025Accrued incentive fees


60,299



0Accrued management fees


61,112



173,527TOTAL LIABILITIES


2,295,351



954,278PARTNERS’ CAPITAL (NET ASSET VALUE)Limited partners – Class A (2,570.7404 and 3,328.8303fully redeemable units at December 31, 2010 andDecember 31, 2009, respectively)


19,608,673



26,690,125Limited partners – Class B (11,880.0907 and 43,015.3837fully redeemable units at December 31, 2010 andDecember 31, 2009, respectively)


10,145,727



37,763,154General partner – Class A (13.1103 and 116.8617fully redeemable units at December 31, 2010 andDecember 31, 2009, respectively)


100,000



936,983TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)


29,854,400



65,390,262TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)

$
32,149,751


$
66,344,540





See Notes to Financial Statements.





BRIDGETON TACTICAL ADVISORS FUND, LP


CONDENSED SCHEDULES OF INVESTMENTS


As of December 31, 2010


_______________













LONG FUTURES CONTRACTSUnrealized

Gain

(Loss), Net


% of

Partners’

Capital*Commodity Futures Industry SectorCurrencies

$
265,654



0.890
%Energy


157,014



0.526
%Grains


129,820



0.435
%Interest rates


57,168



0.191
%Livestock


7,360



0.025
%Metals


403,052



1.350
%Stock indices


(1,064
)


(0.004
)%Tropical products


305,881



1.024
%Total long futures contracts

$
1,324,885



4.437
%








SHORT FUTURES CONTRACTSUnrealized

Gain

(Loss), Net


% of

Partners’

Capital*Commodity Futures Industry SectorCurrencies

$
(16,243
)


(0.054
)%Energy


(19,760
)


(0.066
)%Grains


(16,252
)


(0.054
)%Interest rates


17,310



0.058
%Metals


(33,343
)


(0.112
)%Stock indices


1,159



0.004
%Tropical products


(1,120
)


(0.004
)%Total short futures contracts

$
(68,249
)


(0.228
)%Total futures contracts

$
1,256,636



4.209
%





________




*           No single contract’s value exceeds 5% of partners’ capital.




See Notes to Financial Statements.







BRIDGETON TACTICAL ADVISORS FUND, LP
 CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)
 As of December 31, 2009
 _______________




LONG FUTURES CONTRACTSUnrealized

Gain

(Loss), Net


% of

Partners’

Capital*Commodity Futures Industry SectorCurrencies

$
35,980



0.055
%Energy


74,638



0.114
%Grains


83,277



0.127
%Interest rates


(18,706
)


(0.028
)%Livestock


14,180



0.022
%Metals


(309,693
)


(0.474
)%Tropical products


367,691



0.562
%Total long futures contracts

$
247,367



0.378
%








SHORT FUTURES CONTRACTSUnrealized

Gain

(Loss), Net


% of

Partners’

Capital*Commodity Futures Industry SectorCurrencies

$
1,275,519



1.951
%Interest rates


416,704



0.637
%Tropical products


14,850



0.023
%Total short futures contracts

$
1,707,073



2.611
%Total futures contracts

$
1,954,440



2.989
%





________




*       No single contract’s value exceeds 5% of partners’ capital.










































See Notes to Financial Statements.







BRIDGETON TACTICAL ADVISORS FUND, LP


STATEMENTS OF INCOME (LOSS)


For the Years Ended December 31, 2010 and 2009




_______________














2010


2009NET INVESTMENT (LOSS)

Income:Interest income

$
49,014


$
244,969Expenses:Brokerage commissions


2,195,749



3,880,558Incentive fees


60,299



0Management fees


991,802



1,595,158Professional fees


198,764



241,949Accounting and administrative


182,762



296,486Other expenses


120,254



223,329Total expenses


3,749,630



6,237,480Net investment (loss)


(3,700,616
)


(5,992,511
)TRADING PROFITS (LOSSES)Profits (losses) on trading of commodity futures:Net realized (losses) on closed positions


(254,934
)


(11,940,287
)Change in net unrealized gains (losses) onopen positions


(697,804
)


98,501Net trading (losses)


(952,738
)


(11,841,786
)NET (LOSS)

$
(4,653,354
)

$
(17,834,297
)NET (LOSS) PER UNIT(based on weighted average number of unitsoutstanding during the period)Class A

$
(502.12
)

$
(2,002.29
)Class B – Series 1

$
(44.13
)

$
(252.81
)Class B – Series 2

$
(117.67
)

$
(241.77
)Class B – Series 3

$
(95.99
)

$
(283.90
)





See Notes to Financial Statements.





BRIDGETON TACTICAL ADVISORS FUND, LP


STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)


For the Years Ended December 31, 2010 and 2009


_______________










CLASS A


CLASS B LIMITED PARTNERSGeneral Partner


Limited Partners


Total


Series 1


Series 2


Series 3


TotalUnits


Amount


Units


Amount


Class A


Units


Amount


Units


Amount


Units


Amount


Class B


TotalPARTNERS’ CAPITAL,DECEMBER 31, 2008


112.6562


$
1,128,608



3,484.3295


$
34,906,553


$
36,035,161



3,160.4326


$
4,038,256



39,386.8036


$
43,442,833



70.7534


$
96,665


$
47,577,754


$
83,612,915Subscriptions


4.2055



38,551



456.6832



4,251,335



4,289,886



738.4154



871,335



7,862.3246



8,158,079



-



-



9,029,414



13,319,300Redemptions


-



-



(612.1824
)


(5,507,837
)


(5,507,837
)


(666.2105
)


(750,726
)


(7,537.1354
)


(7,449,093
)


-



-



(8,199,819
)


(13,707,656
)Net (loss)


-



(230,176
)


-



(6,959,926
)


(7,190,102
)


-



(819,181
)


-



(9,804,927
)


-



(20,087
)


(10,644,195
)


(17,834,297
)PARTNERS’ CAPITAL,DECEMBER 31, 2009


116.8617



936,983



3,328.8303



26,690,125



27,627,108



3,232.6375



3,339,684



39,711.9928



34,346,892



70.7534



76,578



37,763,154



65,390,262Subscriptions


4.2825



31,819



270.3644



1,993,442



2,025,261



99.5516



95,000



987.1435



796,850



-



-



891,850



2,917,111Redemptions


(108.0339
)


(824,044
)


(1,028.4543
)


(7,671,125
)


(8,495,169
)


(351.9578
)


(338,098
)


(31,846.3117
)


(24,942,803
)


(23.7186
)


(23,549
)


(25,304,450
)


(33,799,619
)Net (loss)


-



(44,758
)


-



(1,403,769
)


(1,448,527
)


-



(137,963
)


-



(3,061,780
)


-



(5,084
)


(3,204,827
)


(4,653,354
)PARTNERS’ CAPITAL,DECEMBER 31, 2010


13.1103


$
100,000



2,570.7404


$
19,608,673


$
19,708,673



2,980.2313


$
2,958,623



8,852.8246


$
7,139,159



47.0348


$
47,945


$
10,145,727


$
29,854,400













Net Asset Value Per UnitClass A


Class B, Series 1


Class B, Series 2


Class B, Series 3December 31, 2008

$
10,018.16
(1)

$
1,277.75


$
1,102.98


$
1,366.22December 31, 2009

$
8,017.87
(2)

$
1,033.11


$
864.90


$
1,082.32December 31, 2010

$
7,627.64
(3)

$
992.75


$
806.43


$
1,019.35








________________________


(1)Based on 3,596.9857 Class A shares




(2)         Based on 3,445.6920 Class A shares




(3)         Based on 2,583.8507 Class A shares


See Notes to Financial Statements.





BRIDGETON TACTICAL ADVISORS FUND, LP


NOTES TO FINANCIAL STATEMENTS


For the Years Ended December 31, 2010 and 2009




_______________




1.
PARTNERSHIP ORGANIZATION




Bridgeton Tactical Advisors Fund, LP (formerly RFMC Tactical Advisors Fund, LP) (“the Partnership”), a Delaware limited partnership, was organized on January 24, 1986.  Prior to March 1, 2010, Willowbridge Associates, Inc (“Willowbridge”) served as the Partnership’s sole trading advisor.  Effective March 1, 2010, the Partnership added Quantitative Investment Management, LLC (“QIM”) as an additional trading advisor (Willowbridge and QIM, collectively the “Trading Advisors”).  In order to reflect this additional diversification in Trading Advisors, the Partnership’s name was changed from RFMC Willowbridge Fund, L.P. to RFMC Tactical Advisors Fund, LP on March 10, 2010.  The Partnership’s business 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 instruments that may be subject of a futures contract, including equities, indices and sectors ("Commodity Interests"), and any rights pertaining thereto and to engage in all activities incident thereto.




From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane” or the “General Partner” for periods prior to March 1, 2011), was the sole general partner of the Partnership.  From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton” or the “General Partner” for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane.  Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership.   The General Partner is registered as a Commodity Pool Operator and a Commodity Trading Advisor with the Commodity Futures Trading Commission (CFTC).  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 are 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 Partner may increase the amount of interests that will be offered in increments of $10,000,000 after notice to the limited partners.  Commissions 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 programs.




The General Partner has selected Willowbridge and QIM as the Partnership’s trading advisors.  Effective March 1, 2010, the Partnership allocates approximately 65% of its assets to Willowbridge and 35% of its assets to QIM.  The General Partner, in the future, may change the allocation percentages between Willowbridge and QIM, or allocate the Partnership’s assets to other trading strategies and investment programs.




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.       Method of Reporting




The Partnership’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).  The preparation of financial statements in conformity with U. S. GAAP 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.  Actual results could differ from these estimates.




Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), referred to as ASC or the Codification, is the single source of U.S. GAAP for interim and annual periods ending after September 15, 2009.




The Partnership has elected not to provide a statement of cash flows as permitted under ASC Topic 230, Statement of Cash Flows.




B.        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.  Money market mutual funds, which are included in cash equivalents, are classified as Level 1 fair value estimates (unadjusted quoted prices in active markets for identical assets) under the fair value hierarchy provisions as described in ASC Topic 820, Fair Value Measurements and Disclosures.  At December 31, 2010 and 2009, the Partnership had investments in money market mutual funds of $12,889,929 and $55,446,370, respectively.  Interest received on cash deposits and dividends received from money market mutual funds are included as interest income and recognized on an accrual basis.




C.
Due from Brokers




Due from brokers represents deposits required to meet margin requirements and excess funds not required for margin.  Due from brokers at December 31, 2010 and 2009 consisted of cash on deposit with the brokers of $13,275,165 and $6,528,616, 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.




D.
Investments in Commodity Futures Contracts




Investments in commodity futures contracts are recorded on the trade date and open contracts are stated in the financial statements at their fair value on the last business day of the reporting period, based on quoted market prices.  Accordingly, such contracts are classified as Level 1 fair value estimates under the fair value hierarchy as described within ASC Topic 820, Fair Value Measurements and Disclosures.  Gains or losses are realized when contracts are liquidated, on a first-in-first-out basis.  Realized gains are netted with realized losses for financial reporting purposes and shown under the caption “Net realized (losses) on closed positions” in the Statements of Income (Loss).




As each broker has the right of offset, the Partnership presents the aggregate net unrealized gains with such brokers as “Net unrealized gains on open positions” and the aggregate net unrealized losses with such brokers as “Net unrealized losses on open positions” in the Statements of Financial Condition.  The net unrealized gains on open positions with one broker are not offset against net unrealized losses on open positions from another broker in the Statements of Financial Condition.  The unrealized gains or losses on open contracts is the difference between contract trade price and quoted market price.




Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss) under the caption “Change in net unrealized gains (losses) on open positions”.  Interest income is recognized on an accrual basis.




E.
Brokerage Commissions




The Class A limited partners pay to the General Partner a flat brokerage commission of 4.0% annually of the net asset value of the Class A limited partners’ capital as of the beginning of each month.  Class B limited partners pay to the General Partner a flat brokerage commission equal to the following percentages of each Series’ applicable net asset value:  Series 1 – 3%, Series 2 – 6%, and Series 3 – 5%.  From these amounts, the General Partner paid (1) actual trading commissions incurred by the Partnership of $322,061 and $550,768 for the years ended December 31, 2010 and 2009, respectively, and (2) 3.0% to properly registered selling agents as their ongoing compensation for servicing Class B limited partners (and to the extent the amount is less than 3%, the brokerage commissions with respect to such Class B limited partnership interests will be reduced accordingly).




Brokerage commissions charged to each Class or Series of class were as follows for the years ended December 31:




2010


2009Class A

$
855,519


$
1,321,948Class B – Series 1


89,660



114,759Class B – Series 2


1,247,921



2,439,438Class B – Series 3


2,649



4,413Total

$
2,195,749


$
3,880,558




As of December 31, 2010 and 2009, $13,609 and $55,153, respectively, were due from the General Partner for reimbursement of brokerage commissions advanced by the Partnership.




F. Allocation of  Income (Loss)


Net realized and unrealized trading profits and losses, interest income and other operating income and expenses, prior to flat-rate brokerage commissions, management fees and incentive fees, are allocated to the partners monthly in proportion to their capital account balances, as defined in the Agreement.  Each partner is then charged is applicable Class and/or Series flat-rate brokerage commission, management fees and incentive fees.




G.       Incentive Fees




Pursuant to the Trading Advisory Agreements with Willowbridge (“Willowbridge Agreement”) and QIM (“QIM Agreement”), the Trading Advisors are entitled to a quarterly incentive fee based on the Cumulative Profits or the New Net Profit, as defined in the applicable agreements, of the Partnership’s trading assets allocated to the respective Trading Advisor.




Willowbridge is entitled to a quarterly incentive fee of 25% of any New Profits, as defined in the Willowbridge Agreement.  The term “New Profits” for the purpose of calculating Willowbridge’s incentive fee only, is defined as the excess (if any) of (A) the net asset value of the Partnership’s trading assets allocated to Willowbridge 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’s trading assets allocated to Willowbridge 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.




QIM is entitled to a quarterly incentive fee of 30% of any New Net Profits (as defined in the QIM Agreement) in the Partnership’s account as of each calendar quarter end.  “New Net Profit”, for the purpose of calculating QIM’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to QIM.  The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions).  In the event of any subsequent losses, the quarterly incentive fees would not be charged until there are Net New Profits to offset such losses.




For the year ended December 31, 2010 incentive fees of $60,299 were earned.  There were no incentive fees earned for the year ended December 31, 2009.




H.      Management Fees




The General Partner is paid an annual management fee equal to 1% 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, 2010 and 2009, such annual fees amounted to $653,903 and $836,130, respectively.




In addition to the management fee paid to the General Partner, the Partnership pays to Willowbridge a quarterly trading advisor management fee of 0.25% (1% per year) of the net asset value of the Partnership’s trading assets allocated to Willowbridge.  These fees amounted to $337,899 and $759,028 in 2010 and 2009, respectively.  As of December 31, 2010 and 2009, $61,112 and $173,527, respectively, were due to Willowbridge.  QIM is not paid a trading advisor management fee.








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.




The Partnership applies the provisions of Codification Topics 740, Income Taxes; and 835, Interest,which 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.  This accounting standard requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority.  Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current year.  The Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense.  The General Partner has concluded there is no tax expense or interest expense related to uncertainties in income tax positions for the years ended December 31, 2010 and 2009.




The Partnership files U.S. federal and state tax returns.  The 2007 through 2010 tax years generally remain subject to examination by U.S. federal and most state authorities.









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 1% 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, 2010 and 2009, the General Partner received initial administrative fees of $0 and $3,743, respectively.




K.       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 with at least ten days written notice to the General Partner.




L.       Foreign Currency Transactions




The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar.  Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the dates of the Statements of Financial Condition.  Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period.  Realized gains (losses) resulting from the translation to U.S. dollars totaled $(10,088) and $(13,398) for the years ended December 31, 2010 and 2009, respectively, and are reported as a component of “Net realized (losses) on closed positions” in the  Statements of Income (Loss).




M.      New Accounting Pronouncement




On January 21, 2010, the Financial Accounting Standards Board issued Accounting Standards Update No. 2010-06 (“ASU 2010-06”) entitled Fair Value Measurements and Disclosures (Topic 820) -  Improving Disclosures about Fair Value Measurements.  ASU 2010-06 amends the Fair Value Measurements and Disclosures Topic of the Codification to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements.  It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The application of ASU 2010-06 is required for fiscal years and interim periods beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements, which are required for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.  During the year ended December 31, 2010, there were no transfers into and out of Levels 1 and 2.  The adoption of ASU 2010-06 did not have a material impact on the Partnership’s financial statements.




N.
Arbitration Matters


The General Partner and its principal were parties to an arbitration proceeding between the General Partner and its principal, on the one hand, and Aspen Partners, Ltd. (“Aspen”), on the other hand, relating to an agreement pursuant to which Aspen marketed the Partnership’s interests.  The initial arbitration hearing was held on October 25, 2010, to arbitrate Aspen’s claims that it had not been accurately paid after termination of the agreement for accounts that Aspen may have introduced to the Partnership prior to such termination.  The arbitration panel rendered a decision on November 29, 2010 against the General Partner.  The Partnership incurred $47,810 of legal fees and costs associated with the arbitration claim during the fourth quarter of 2010.  The General Partner paid the substantial majority of legal fees and costs directly, in the amount of $191,734 and has waived any right to be reimbursed and/or indemnified by the Partnership for such amount.


O.
Indemnification








P.
Reclassification




Certain prior-period amounts have been reclassified to conform to the current-period presentation.




3.
FAIR VALUE


Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).




The fair value hierarchy, as more fully described in ASC Topic 820, Fair Value Measurements and Disclosures, prioritizes and ranks the level of market price observability used in measuring investments at fair value.  Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment.  Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.




Investments measured and reported at fair value are classified and disclosed in one of the following categories:




Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date.  The type of investments included in Level 1 are publicly traded investments.  As required by ASC Topic 820, Fair Value Measurements and Disclosures, the Partnership does not adjust the quoted price for these investments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.




Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.  Investments which are generally included in this category are investments valued using market data.




Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment.  Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment.  The inputs into the determination of fair value require significant management judgment.  Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.  Investments that are included in this category generally are privately held debt and equity securities.




In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The General Partner’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.  The Partnership recognizes transfers, if any, between fair value hierarchy levels at the beginning of the reporting period.




The following table summarizes the valuation of the Partnership’s investments by the above fair value hierarchy levels:












As of December 31, 2010Total


Level 1


Level 2


Level 3AssetsFutures contracts

$
1,369,179


$
1,369,179



N/A



N/AMoney market mutual funds


12,889,929



12,889,929



N/A



N/ATotal investment assets

$
14,259,108


$
14,259,108LiabilitiesFutures contracts

$
(112,543
)

$
(112,543
)


N/A



N/ATotal investment liabilities

$
(112,543
)

$
(112,543
)
 
 
 As of December 31, 2009Total


Level 1


Level 2


Level 3AssetsFutures contracts

$
2,537,444


$
2,537,444



N/A



N/AMoney market mutual funds


55,446,370



55,446,370



N/A



N/ATotal investment assets

$
57,983,814


$
57,983,814LiabilitiesFutures contracts

$
(583,004
)

$
(583,004
)


N/A



N/ATotal investment liabilities

$
(583,004
)

$
(583,004
)















4.          DERIVATIVE INSTRUMENTS




The Partnership engages in the speculative trading of futures contracts in currencies, interest rates and a wide range of commodities, including energy and metals (collectively “derivatives”) for the purpose of achieving capital appreciation.  Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments as defined in ASC Topic 815,Derivatives and Hedging.




Under provisions of ASC Topic 815, Derivatives and Hedging, entities are required to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial condition.  Investments in futures contracts are reported in the Statements of Financial Condition as “Net unrealized gains on open positions.”




The fair value of the Partnership's derivative contracts is presented below on a gross basis as an asset if in a gain position and a liability if in a loss position.





As of December 31, 2010Assets


Liabilities


NetCurrencies

$
271,711


$
(22,300
)

$
249,411Energy


157,014



(19,760
)


137,254Grains


130,245



(16,677
)


113,568Interest rates


78,380



(3,902
)


74,478Livestock


7,360



0



7,360Metals


403,053



(33,344
)


369,709Stock indices


11,147



(11,052
)


95Tropical products


310,269



(5,508
)


304,761Totals

$
1,369,179


$
(112,543
)

$
1,256,636












As of December 31, 2009Assets


Liabilities


NetCurrencies

$
1,331,189


$
(19,690
)

$
1,311,499Energy


90,611



(15,973
)


74,638Grains


94,014



(10,737
)


83,277Interest rates


422,652



(24,654
)


397,998Livestock


14,180



0



14,180Metals


180,087



(489,780
)


(309,693
)Tropical products


404,711



(22,170
)


382,541Totals

$
2,537,444


$
(583,004
)

$
1,954,440







Realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Partnership’s trading profits and losses in the Statements of Income (Loss).




The Partnership’s trading results and information related to the volume of the Partnership’s derivative activity by market sector were as follows:




For the Year ended December 31, 2010Net Realized Gains

(Losses)


Change in

Net Unrealized

Gains (Losses)


Net Trading

Profits (Losses)


Number of

ClosedContractsCurrencies

$
2,516,837


$
(1,062,088
)

$
1,454,749



13,666Energy


(4,659,657
)


62,616



(4,597,041
)


8,704Grains


(137,861
)


30,291



(107,570
)


12,184Interest rates


2,042,238



(323,520
)


1,718,718



27,422Livestock


(48,630
)


(6,820
)


(55,450
)


770Metals


(644,234
)


679,402



35,168



4,236Stock indices


(326,488
)


95



(326,393
)


5,470Tropical products


1,002,861



(77,780
)


925,081



3,594Total

$
(254,934
)

$
(697,804
)

$
(952,738
)


76,046











For the Year ended December 31, 2009Net Realized

Gains (Losses)


Change in

Net UnrealizedGains (Losses)


Net TradingProfits (Losses)


Number of

Closed

ContractsCurrencies

$
(2,545,505
)

$
1,137,094


$
(1,408,411
)


20,724Energy


(4,592,318
)


79,358



(4,512,960
)


13,866Grains


(798,816
)


(182,916
)


(981,732
)


24,214Interest rates


(4,289,638
)


(1,071,198
)


(5,360,836
)


39,012Livestock


(236,110
)


14,180



(221,930
)


1,574Metals


2,817,709



(248,183
)


2,569,526



7,730Tropical products


(2,295,609
)


370,166



(1,925,443
)


7,938Total

$
(11,940,287
)

$
98,501


$
(11,841,786
)


115,058








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 u1,137,094nderlying 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 reported at fair value with the resulting unrealized gains (losses) recorded in the Statements of Financial Condition and the related trading profits (losses) reflected in “Trading Profits (Losses)” in the  Statements of Income (Loss).  Open contracts generally mature within 90 days; as of December 31, 2010 and 2009, the latest maturity dates for open contracts are March 2012 and September 2010, respectively.




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 fair value of the underlying instruments.  Credit risk due to counterparty nonperformance associated with these instruments is reflected in the “Net unrealized gains on open positions” included in the Statements of Financial Condition.  The Partnership’s counterparties are major brokerage firms and banks located in the United States, or their foreign affiliates.




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.




D.   Risk Monitoring




Due to the speculative nature of the Partnership’s derivatives trading, the Partnership is subject to the risk of substantial losses from derivatives trading.  The General Partner actively assesses, manages, and monitors risk exposure on derivatives on a contract basis, a market sector basis, and on an overall basis in accordance with established risk parameters.


5.         FINANCIAL HIGHLIGHTS




The following information presents per unit operating performance data and other supplemental financial data for the years ended December 31, 2010 and 2009.  The information has been derived from information presented in the financial statements.




Year Ended December 31, 2010Class A


Class B

Series 1


Class B

Series 2


Class B

Series 3Per Unit Operating Performance

(for a Unit outstanding for the entire year)Net Asset Value, Beginning of the year

$
8,017.87


$
1,033.11


$
864.90


$
1,082.32Profit/(loss) from operationsNet investment (loss)


(548.10
)


(61.29
)


(73.92
)


(83.75
)Net trading (loss)


157.87



20.93



15.45



20.78Net (loss)


(390.23
)


(40.36
)


(58.47
)


(62.97
)Net Asset Value, End of the year

$
7,627.64


$
992.75


$
806.43


$
1,019.35Total Return(1)


(4.87
)%


(3.91
)%


(6.76
)%


(5.82
)%Total Return (excluding incentive fees)(2)


(4.70
)%


(3.74
)%


(6.67
)%


(5.67
)%Supplemental DataRatios to average net asset valueExpenses prior to incentive fee


7.40
%


6.34
%


9.73
%


8.37
%Incentive fee


0.17
%


0.17
%


0.10
%


0.16
%Total expenses


7.57
%


6.51
%


9.83
%


8.53
%Net investment (loss)(3)


(7.28
)%


(6.23
)%


(9.62
)%


(8.26
)%







Year Ended December 31, 2009Class A


Class B

Series 1


Class B

Series 2


Class B

Series 3Net Asset Value, Beginning of the year

$
10,018.16


$
1,277.75


$
1,102.98


$
1,366.22Profit/(loss) from operationsNet investment (loss)


(618.31
)


(67.59
)


(87.44
)


(96.35
)Net trading (loss)


(1,381.98
)


(177.05
)


(150.64
)


(187.55
)Net (loss)


(2,000.29
)


(244.64
)


(238.08
)


(283.90
)Net Asset Value, End of the year

$
8,017.87


$
1,033.11


$
864.90


$
1,082.32Total Return(1)


(19.97
)%


(19.15
)%


(21.59
)%


(20.78
)%Supplemental DataRatios to average net asset valueExpenses


7.23
%


6.24
%


9.31
%


8.15
%Net investment (loss)(3)


(6.90
)%


(5.92
)%


(8.99
)%


(7.83
)%




Total returns are calculated based on the change in value of a unit during the periods presented.  An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of subscriptions and redemptions.




________________


(1)
Total return is derived as ending net asset value less beginning net asset value divided by beginning net asset value, and excludes the effect of sales commissions and initial administrative charges on subscriptions.




(2)
Total return (excluding incentive fees) is derived by dividing the sum of net income per unit plus the incentive fees per unit by opening net asset value per unit.




(3)
Net investment (loss) ratios exclude the effects of incentive fees.




6.             SUBSEQUENT EVENTS




On February 1, 2011, Bridgeton Fund Management LLC (“BFM”) became a General Partner of the Partnership in addition to Ruvane Fund Management Corporation (“Ruvane”).  BFM is beneficially owned by Robert L. Lerner the principal shareholder and President of Ruvane, and Stephen J. Roseme, a principal shareholder and President of Bridgeton Global Investor Services, Inc., the Partnership’s introducing broker.  Effective March 1, 2011, Ruvane withdrew from the Partnership as General Partner, leaving BFM as the sole General Partner.  At such time, the Partnership’s Limited Partnership Agreement was amended and restated to reflect the fact that BFM is the sole General Partner, to change the name of the Partnership to “Bridgeton Tactical Advisors Fund, LP” and to change the address of the Partnership to the principal business office of BFM.




During the first quarter of 2011, the General Partner received redemption requests totaling approximately $8,100,000.




* * * * *