UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
Commission File Number: 0-23529THE WILLOWBRIDGE FUND, L.P.(Exact name of registrant as specified in its charter)

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

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

No Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x

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

The Partnership's limited partnership interests are not traded
on any market and, accordingly, do not have an aggregate market value. As of
March 27, 2006 the net asset value of the limited partnership interests of the
registrant held by non-affiliates of the registrant was approximately
$46,713,055.



TABLE OF CONTENTS

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

PART I

Summary

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

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

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

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

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

In
accordance with the amendment to Section 5 of the Limited partnership Agreement
of the Partnership (the "Agreement"), effective January 16, 2003, the
Partnership offers separate classes of limited partnership interests, whereby
interests which were already issued by the Partnership will be designated as
Class A interests. As per the offering memorandum dated February 29, 2004, the
Partnership offers Class B limited partnership interests in private offering
pursuant to Regulation D as adopted under section 4(2) of the Securities Act of
1933, as amended. On March 1, 2004, the Partnership issued for the first time
24.7500 Class B limited partnership interests at $1,000 net asset value per
unit. The Partnership will offer the Class B interests up to an aggregate of
$100,000,000.

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

The General Partner is responsible for the allocation of
the Partnership's capital among various investment programs. The Partnership's
capital currently is allocated to the Primary Investment Program of the Advisor.
See "Trading Programs." The General Partner, in the future, may allocate the
Partnership's assets to other trading programs. In addition, the General Partner
may introduce the Partnership's trades to the Partnership's commodity brokers.
Under the terms of the Amended and Restated Limited Partnership Agreement of the
Partnership (the "Partnership Agreement"), the General Partner will maintain its
capital contributions to the Partnership in an amount equal to 1% of the
aggregate capital raised by the Partnership from time to time. As of December
31, 2005, the General Partner owned $760,886 of Class A partnership interests.
The General Partner is a Delaware Corporation organized in January 1990. The
principal of the General Partner is Robert L. Lerner. See "Directors and
Executive Officers."

Futures Trading

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

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

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

The justification for
futures trading is that it provides the means for those who produce or deal in
cash commodities to hedge against unpredictable price changes. Price
fluctuations affect the value of inventory, the cost of production and the
competitive pricing of end products. The risks of price fluctuation confront and
threaten a diverse set of firms that merchandise, store or process large volumes
of cash commodities. Government securities dealers, for example, often maintain
a large inventory of notes and bonds. Even a small increase in prevailing
interest rate levels can significantly reduce the value of those inventory
holdings, and hence the price at which they can be sold. In determining the
pricing of its output, the large baker, for example, is subject to the market
prices of its raw materials, such as wheat, sugar and cocoa. A sudden increase
in the prices of these materials will raise the cost of production and
negatively affect the competitiveness of the finished product. Other entities
that face the risks associated with market price fluctuation include farmers,
grain elevator operators, importers, refiners and commercial banks. The
constraint these entities face is that there are no short run substitutes for
certain items essential for continued operation. The baker cannot function
without flour, the securities dealer without bonds or the refiner without crude
oil. As a result, the need arises for a vehicle through which commercial
entities as a group can transfer the risk of price fluctuation to some other
group that is willing to bear that risk. The futures markets exist as the
vehicle that allows the transfer of price risk from commercial entities, called
Investment
Philosophy
The General Partner believes that, if an investor utilizes a
disciplined approach to managing risk, and is appropriately capitalized, the
investor will earn a premium for bearing risk. It is this premium that is the
source of returns to futures investing. The returns to futures investing are
driven by events that upset the supply and demand equilibrium of the underlying
commodity market. For example, a change in the prime rate will affect interest
rate and currency instruments, a drought will alter the production expectations
for agricultural products, or the prospect of a war in the Middle East will
cause the prices of crude oil and its derivatives to fluctuate. It is during
these periods of disruption that the risk premium generally is paid. Conversely,
when commodity markets are stable and directionless, returns from risk premiums
are not to be expected. Since traditional investment instruments like stocks and
bonds perform poorly during disruptive periods and well in a stable economic
environment, a futures investment can offer the potential benefits of
diversification to a traditional portfolio.
The General Partner believes that
two important considerations in evaluating an investment opportunity are whether
the investment has a sound underlying economic foundation for its expected
return and whether the approach employed by the investment's manager has the
capability to realize that return. The General Partner's approach to investment
in futures is designed to achieve consistent profits over the long term. The key
to the General Partner's investment approach is diversification among trading
methods and among markets, which is intended to reduce the variability of
returns while maintaining the ability to capitalize on profitable trends.
The
General Partner allocates the Partnership's capital to an investment program of
the Advisor, which uses a mix of trading strategies that (i) have demonstrated
the ability to achieve long-term trading success and (ii) enhance the
diversification characteristics of the account. The General Partner measures the
success of an investment program by its trading and research results and
experience.
The General Partner believes that an account should be considered a
long-term investment in order to afford the different trading strategies and
investment programs time to operate under a variety of different market
conditions. Consequently, the General Partner may choose not to reallocate
capital from or terminate an investment program or trading strategy even if that
investment program or trading strategy has had an unprofitable period of
significant duration. As the performance of the investment programs and trading
strategies will vary, the percentage of the Partnership's capital under the
management of each may vary also. Therefore, it is unlikely that the current
capital allocations will in fact be the actual allocations at any time during
the Partnership's operations. When capital is withdrawn from the Partnership,
the capital under each investment program's and trading strategy's management
will be reduced in amounts determined by the Advisor, in consultation with the
General Partner.
Extensive leverage is available in futures markets. The General
Partner will monitor the Advisor's trading so that leverage remains within
levels acceptable to the General Partner, in its sole discretion. In general,
the General Partner anticipates that margin commitments for the Partnership will
range between 15% and 40% of capital. Margin commitments represent that portion
of the capital of the Partnership which is committed as margin for futures
contracts. Margins are good faith deposits which must be made with a commodity
broker in order to initiate or maintain an open position in a futures contract.
The Advisor

The General Partner has selected Willowbridge as the Partnership's
trading advisor. The Advisor is a global trading advisor, managing over U.S.
$790 million in client capital (U.S. $412 million of actual funds and U.S. $378
million of notional funds) as of February 1, 2006 in futures, forward, spot and
option contracts and related instruments for international banks, brokerage
firms, pension funds, institutions and high net worth individuals. The Advisor
was organized as a Delaware corporation in January 1988 and trades on a 24-hour
basis in over 70 markets worldwide. The primary activity of Willowbridge is to
buy, sell (including short sales), make a spread or otherwise trade in Commodity
Interests. The Advisor may, to a limited extent, also trade in other
instruments. The trading principals of the Advisor are Philip L. Yang and
Michael Y. Gan. See "Directors and Executive Officers."

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

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

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

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

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

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

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

Allocation of Capital

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

Primary Investment Program

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

Description of Trading Systems

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

Vulcan Trading System

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

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

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

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

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

It is intended that approximately 15% to 40% of the assets under
management pursuant to the Vulcan System normally will be committed as margin
for Commodity Interest trading, but from time to time, the percentage of assets
committed may be substantially more or less. Positions are generally held from
10 to 15 trading days. The largest monthly draw-down experienced by the Advisor
in using Vulcan was 29.82% and occurred in February 2002. The greatest
peak-to-valley draw-down was 53.45% and occurred in the period between February
2001 to February 2002. The yearly rates of return for the Vulcan System from
January 1, 1994 to date are as follows: 1994 - 14.67% ; 1995 - 57.62%; 1996 -
12.96%; 1997 - 14.82%; 1998 - 19.80%; 1999 - (18.92%); 2000 - 56.08%; 2001 -
(23.85%); 2002 - 19.58%; 2003 - 52.19%; 2004 - (18.20%), 2005 - (12.90%); and
2006 (through February) - 5.87%. Past Performance is Not Necessarily
Indicative of Future Results.

Argo Trading System

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







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

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

It is intended that Argo's positions
will generally be held from 20 to 30 trading days with approximately 15% to 40%
of assets under management normally committed as margin for Commodity Interest
trading, but from time to time the percentage of assets committed may be
substantially more or less. The largest monthly draw-down experienced by the
Advisor in using Argo was 26.78% and occurred in April 2005. The greatest
peak-to-valley draw-down was 46.37% and occurred in the period between March
2003 to July 2005. The yearly rates of return for the Argo System from January
1, 1994 to date are as follows: 1994 - 20.28%; 1995 - 59.52%; 1996 - 12.46%;
1997 - 1.97%; 1998 - 25.31%; 1999 - 9.42%; 2000 - 19.97%; 2001 - 10.68%; 2002 -
28.80%; 2003 - (12.10%); 2004 - 23.09%; 2005 - (25.15%); and 2006 (through
February) - (13.14%). Past Performance is Not Necessarily Indicative of
Future Results.

Siren Trading System

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

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

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

It is indented that approximately 15%
to 40% of the assets under management pursuant to Siren will be normally
committed as margin for Commodity Interest trading, but from time to time, the
percentage of assets committed may be substantially more or less. The largest
monthly draw-down experienced by the Advisor in using Siren was 15.15% and
occurred in September 2000. The greatest peak-to-valley draw-down was 35.30% and
occurred in the period between March 2000 to November 2001. The yearly rates of
return for the Siren System from January , 1994 to date are as follows: 1994 -
37.88%; 1995 - 25.12%; 1996 - 1.41%; 1997 - 21.39%; 1998 - (12.36%); 1999 -
9.82%; 2000 - (13.81%); 2001 - (10.20%); 2002 - 25.02%; 2003 - 27.40%; 2004 -
11.82%; 2005 - (30.67%); and 2006 (through February) - (12.25%). Past
Performance is Not Necessarily Indicative of Future Results.

Trading Policies

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

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

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

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

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



The Commodity Brokers

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

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

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

Fees and Expenses

The General Partner

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

The Advisor

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

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

Commodity Brokers

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

Selling Agent

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

Dealers

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

Others

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

Trading For Own Account

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

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

Conflicts of Interest

Relationship of the General Partner to Commodity Brokers

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

General Partner's Selection of Trading Advisors and
Investment Programs

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

Management of Other Accounts by the Advisor and the General
Partner

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

Trading by Affiliates of the General Partner for Their Own
Accounts

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

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

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

Trading by Affiliates of Clearing Brokers for Their Own
Accounts

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

Relationship of the Advisor to Futures Commission Merchants

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

Limitation of Liability and Indemnification of the
General Partner

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

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

ITEM 1A.  Risk Factors

Commodity Markets are Speculative and Risky

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

Commodity Interest Prices are Volatile

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

Commodity Interest Trading Is Highly Leveraged

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

Commodity Interest Trading May Be Illiquid

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

Counterparty Risk

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

Operating History of the Partnership

The Partnership commenced trading in
April 1991. The Partnership has realized a net gain through December 2005 and no
assurance can be made as to the future performance of the Partnership. In
addition, the Partnership's profitability has varied significantly from period
to period. The results for any one period are not necessarily indicative of
results for any other period.

Options Trading

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

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

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

Partnership's Market Positions May Lack Diversity

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

Trading of Forward Contracts

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

Charges to Partnership

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

Possible Effects of Speculative Position Limits

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

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

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

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

Trading on Exchanges Outside the United States

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

Reliance on the General Partner

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

Reliance on the Advisor

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

New Trading Strategies and Investment Programs

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

Multiple Trading Strategies

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

Experience of the General Partner; Reliance on Key
Individuals

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

Past Results Are No Assurance of Future Performance

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

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

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

Limited Ability To Liquidate or Withdraw Investment in
Limited Partnership Units

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

Limited Partners Will Not Participate in Management

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

Possibility of Taxation as a Corporation

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

Automatic Termination

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

Absence of Certain Statutory Registrations

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

Exchanges of Futures for Physicals

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

ITEM 1B.  Unresolved Staff Comments.

Not applicable.

ITEM 2.   Properties.

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

ITEM 3.   Legal Proceedings.

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

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

No matters were submitted to the Limited Partners for a vote
during the calendar year 2004.



PART II

ITEM 5.  Market for Registrant's Common Equity and Related
Stockholder Matters

There currently is no established
public trading market for the Limited Partnership Units. As of December 31,
2005,  36,810.0571 Partnership Units were held by 803 Limited
Partners and the General Partner.

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

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

From January 1, 2005 through December
31, 2005, 30,834.811 Partnership Units were subscribed (net of Units redeemed)
for the aggregate net subscription amount of $22,291,026. Details of the net
subscriptions and redemptions of these Partnership Units are as follows:

| |                | Net amount of Subscriptions/Redemptions
| | -------------- | ---------------------------------------
| |                |                                        
| | January 2005   | $ 168,784                              
| | February 2005  | $ 1,580,034                            
| | March 2005     | $ 286,856                              
| | April 2005     | $ 148,462                              
| | May 2005       | $ 1,892,102                            
| | June 2005      | $ 1,360,816                            
| | July 2005      | $ 8,519,503                            
| | August 2005    | $ 5,556,439                            
| | September 2005 | $ 1,609,838                            
| | October 2005   | $ 1,433,158                            
| | November 2005  | $ -10,598                              
| | December 2005  | $ -254,368                             

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

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

ITEM 6.   Selected Financial Data

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



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

|                                                                                                                                  | Year Ended
      December 31,
|--------------------------------------------------------------------------------------------------------------------------------- | -----------------------------
|                                                                                                                                  | 2005                         
|Operations Data:                                                                                                                  |                              
|                                                                                                                                  |                              
|Income:                                                                                                                           |                              
|Realized Gains (Losses) on Closed                                                                                                 | $(11,397)                    
|Positions, Net                                                                                                                    |                              
|Change in Unrealized                                                                                                              |                              
|Gains/Losses on Open Positions, Net                                                                                               | (27)                         
|                                                                                                                                  |                              
|Interest Income                                                                                                                   | 1,336                        
|                                                                                                                                  |                              
|Expenses:                                                                                                                         |                              
|Incentive Fees                                                                                                                    | -                            
|Brokerage Commissions (including                                                                                                  |                              
|Clearing and Exchange Fees)                                                                                                       | 2,137                        
|Management Fees                                                                                                                   | 920                          
|Administrative Expenses (comprised of professional
         fees, administrative and accounting fees and
         other expenses) | 513                          
|                                                                                                                                  |                              
|Net Income (Loss)                                                                                                                 | $   (13,658)                 
|                                                                                                                                  |                              
|Net Income (Loss) Per Unit:                                                                                                       |                              
|Class A                                                                                                                           | $(1,970.01)                  
|Class B, Series 1                                                                                                                 | $   (234.32)                 
|Class B, Series 2                                                                                                                 | $   (257.58)                 
|Class B, Series 3                                                                                                                 | $   (287.77)                 
|                                                                                                                                  |                              
|Financial Condition Data:                                                                                                         |                              
|                                                                                                                                  |                              
|Limited Partners' Capital(Class A)                                                                                                | $     31,210                 
|Limited Partners' Capital (Class B, Series 1)                                                                                     | 1,650                        
|Limited Partners' Capital (Class B, Series 2)                                                                                     | 18,814                       
|Limited Partners' Capital (Class B, Series 3)                                                                                     | 95                           
|General Partner's Capital (Class A)                                                                                               | 761                          
|                                                                                                                                  |                              
|Partners' Capital (Net Asset Value)                                                                                               | $    52,530                  
|                                                                                                                                  |                              
|Total Assets                                                                                                                      | $ 54,386                     
|                                                                                                                                  |                              
|Net Asset Value per Unit (Class A)                                                                                                | $   5,624                    
|Class A Units Outstanding                                                                                                         | 5,684                        
|                                                                                                                                  |                              
|Net Asset Value per Unit (Class B, Series 1)                                                                                      | $      696                   
|Class B, Series 1 Units Outstanding                                                                                               | 2,370                        
|                                                                                                                                  |                              
|Net Asset Value per Unit (Class B, Series 2)                                                                                      | $      657                   
|Class B, Series 2 Units Outstanding                                                                                               | 28,636                       
|                                                                                                                                  |                              
|Net Asset Value per Unit (Class B, Series 3)                                                                                      | $      790                   
|Class B, Series 3 Units Outstanding                                                                                               | 120                          

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

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

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

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

As of
December 31, 2005, the assets of the Partnership were allocated for trading in
Commodity Interests entirely to the Advisor's Primary Program. The Primary
Program consists of the Argo, Vulcan and Siren computer-based, quantitative
trading systems.

Class A
Interests paid to the General Partner a flat-rate monthly brokerage commission
of approximately 0.29% of the net asset value of the Class A Interests as of the
beginning of each month (a 3.5% annual rate) for the period, January 1, 2001 to
July 31, 2002. Beginning August 1, 2002, the Class A Interests paid to the
General Partner a flat-rate monthly brokerage commission of approximately 0.33%
of the net asset value of the Class A Interests as of the beginning of each
month (a 4.0% annual rate). Class B Interests pay to the General Partner
commission of up to 6.0 percent annually of the net asset value of the Class B
partners' capital. The General Partner will pay up to 3.0 percent from this
amount to properly registered selling agents as their compensation, and to the
extent the amount is less than 3% the brokerage fee with respect to such Class B
limited partnership interests will be reduced accordingly. The General Partner
pays from this amount all commission charges and fees with respect to the
Partner's trading in Commodity Interests. The flat-rate monthly commission is
common among programs such as the Partnership. As of December 31, 2005, ADM and
Man are the clearing brokers for the Partnership.

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

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

The
Partnership's capital resources are dependent upon three factors: (1) the
trading profit or loss generated by its advisor (including interest income); (2)
the money invested or redeemed by the Limited Partners; and (3) capital invested
or redeemed by the General Partner. The General Partner has maintained, and has
agreed to maintain, at all times, a capital account in such amount as is
necessary for the General Partner to maintain a one percent (1%) interest in the
capital, income and losses of the Partnership. All capital contributions by the
General Partner necessary to maintain such interest 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 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.

In the
ordinary course of business, the Partnership enters into contracts with third
parties, pursuant to which the third parties provide services to or on behalf of
the Partnership. Purchase obligations represent executory contracts, which are
either non-cancelable or cancelable with a penalty. At December 31, 2005, the
Partnership's purchase obligations and commitments primarily reflect management
agreements.

|(Dollar amounts in thousands)                | Total     | 2005       | 2006        | 2007 andthereafter(1)
|-------------------------------------------- | --------- | ---------- | ----------- | ---------------------
|                                             |           |            |             |                      
|Management Fees (General
       Partner) (2) | $   1,575 | $     525  | $       525 | $       525          
|Brokerage Commissions (2):                   |           |            |             |                      
|Class A                                      | 3,837     | 1,279      | 1,279       | 1,279                
|Class B, Series  1                           | 165       | 55         | 55          | 55                   
|Class B, Series 2                            | 3,387     | 1,129      | 1,129       | 1,129                
|Class B, Series 3                            | 18        | 6          | 6           | 6                    
|                                             |           |            |             |                      
|Management Fees (Adviser) (2)                | 1,575     | 525        | 525         | 525                  
|                                             |           |            |             |                      
|Total Commitments                            | $  10,557 | $    3,519 | $    3,519  | $    3,519           
|                                             |           |            |             |                      

Summary of Critical
Accounting Estimates

The Partnership records all
investments at fair value in its financial statements, with changes in fair
value reported as a component of Trading Profits (Losses) in the Statements of
Income (Loss). Generally, fair values are based on quoted market prices;
however, in certain circumstances, significant judgments and estimates are
involved in determining fair value in the absence of an active market closing
price.

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

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

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

The
Partnership's total market risk is influenced by a wide variety of factors
including the diversification effects among the Partnership's existing open
positions, the volatility present within the markets and the liquidity of the
markets. At varying times, each of these factors may act to exacerbate or mute
the market risk associated with the Partnership. The following were the primary
trading risk exposures of the Partnership as of December 31, 2005, by market
sector:

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

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

Commodity:
The Partnership's primary metals market exposure is to fluctuations in the price
of gold, silver and copper. The Partnership also has commodity exposures in the
price of soft commodities, which are often directly affected by severe or
unexpected weather conditions. The General Partner anticipates that the Advisor
will maintain an emphasis in the commodities described above. Additionally, the
Partnership had exposure to energies (gas, oil) as of December 31, 2005, 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, 2005 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.

|                            |            
|--------------------------- | -----------
|Currency exchange rate risk | $   289,108
|                            |            
|Commodity price risk        | $1,071,931 
|                            |            
|Interest rate risk          | $  570,739 
|                            |            

The
Partnership's financial statements, together with the report of the independent
registered public accounting firm thereon, appear on pages F-1 through F-16
hereof.

The
Principal of the General Partner evaluated the effectiveness of the design and
operation of the Partnership's disclosure controls and procedures, which are
designed to insure that the Partnership's records, processes, summarizes and
reports in a timely and effective manner the information required to be
disclosed in the reports filed with or submitted to the Securities and Exchange
Commission. Based upon this evaluation, the General Partner concluded that, as
of December 31, 2005 the Partnership's disclosure controls are effective. There
were no changes in the Partnership's internal controls during the fourth quarter
of 2005 that have materially affected or are reasonably likely to affect the
Partnership's internal control over financial reporting.

Not
applicable.



PART III

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

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

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

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

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

Code of Ethics

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

ITEM 11.  Executive Compensation

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

ITEM 12.  Security Ownership of
Certain Beneficial Owners and Management

As of December 31, 2005, approximately
36,794.4447 Partnership Units were held by 803 Limited Partners and the General
Partner. The following table sets forth certain information as of December 31,
2005 with respect to each person known to the Partnership to beneficially own
more than 5% of the outstanding Partnership Units.

|Name and Addressof Beneficial Owner |  | Number of Limited Partnership Units |  | Percent of TotalPartnership Units
|----------------------------------- |  | ----------------------------------- |  | ---------------------------------
|                                    |  |                                     |  |                                  
|None                                |  |                                     |  |                                  

The Partnership has no directors or officers. The General Partner manages and
conducts the business of the Partnership. As of December 31, 2005, the General
Partner owned $760,886 of general partner interests in the Company, or 135.2815
Partnership Units, representing approximately 1.4% of the total outstanding
Partnership Units, and also beneficially owned 67.7668 Limited Partnership
Units. The General Partner is owned entirely by Robert L. Lerner and trusts for
the benefit of him and his family.

ITEM 13.  Certain Relationships and Related
Transactions

The General Partner manages and conducts the business of the
Partnership. To compensate the General Partner for its management of the
Partnership, its monitoring of the Advisor's portfolio and its assumption of the
financial burden of operating the Partnership, the General Partner receives
management and other fees from the Partnership. See "Business - Fees and
Expenses." For the years ended December 31, 2005, 2004, and 2003, the General
Partner received a management fee from the Partnership pursuant to the
Partnership Agreement in the amounts of $438,972, $375,534, and $281,177,
respectively. For the years ended December 31, 2005, 2004 and 2003, the General
Partner received administrative charges from the Limited Partners pursuant to
the Partnership Agreement in the amount of $54,509, $70,865, and $52,421,
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, 2005, 2004 and 2003, the General Partner received net brokerage
commissions of $1,411,099, $971,621, and $717,852, respectively, from the
Partnership. Net brokerage commissions represent the gross brokerage commissions
of 4.0% annually of the net asset value of the Class A Interests and 3.0% up to
6.0% annually of the Class B Interests (assuming no trailer commissions are
being paid) less actual brokerage commissions paid to clearing brokers. One
individual who is associated with the CTA is also a limited partner of the fund.
At December 31, 2005, 2004 and 2003 the individual's outstanding partnership
interest was $115,464, $2,586,251, and $2,568,329, respectively.

ITEM 14.  Principal Accountant Fees and Services

Fees Incurred by the Partnership for
services provided by Deloitte & Touche LLP and its affiliates The following
table shows the fees (in thousands) paid or accrued by the Partnership for the
audit and other services provided by Deloitte & Touche LLP and its affiliates
for 2005 and 2004

2005
      2004Audit Fees (1)
      $  94.5
      $   82.5Audit-Related Fees (2)
      -
      -Tax Fees (3)
      35.0
      35.0All Other Fees (4)
      -
      -$ 129.5
      $ 117.5


Engagement of
the Independent Registered Public Accounting Firm. The General Partner is
responsible for approving every engagement of Deloitte & Touche LLP to perform
audit or non-audit services for the Partnership before Deloitte & Touche LLP is
engaged to provide those services. The General Partner considers whether the
provision of any non-audit provisions is compatible with maintaining Deloitte &
Touche LLP's independence.

________________

(1)  Audit fees represent fees for
professional services provided in connection with the audit of the Partnership's
annual financial statements and review of our quarterly financial statements.

(2)  None.

(3)  Tax fees for 2005 and 2004, principally included tax
compliance fees.

(4)  None.

PART IV

ITEM 15.  Exhibits and Financial Statement
Schedules.

Documents Filed as a Part of This Report.

1.  See the Table of
Contents to Financial Statements on page F-3, 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, The Willowbridge Fund, L.P. has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

THE WILLOWBRIDGE FUND, L.P.
By: Ruvane Fund Management Corporation
Its: General Partner
By: /s/ Robert L. Lerner
       Robert L. Lerner,
President

Date:  March 29, 2006



THE WILLOWBRIDGE FUND L.P.
FINANCIAL STATEMENTSAs of December 31, 2005 and 2004
and for the Years Ended December 31, 2005, 2004 and 2003



















F-1



THE WILLOWBRIDGE FUND L.P.

_____________________
TABLE OF CONTENTS
_____________________

|                                                        | Page       
|------------------------------------------------------- | -----------
|                                                        |            
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-3        
|                                                        |            
|FINANCIAL STATEMENTS:                                   |            
|                                                        |            
|Statements of Financial Condition                       |            
|as of December 31, 2005 and 2004                        | F-4        
|                                                        |            
|Condensed Schedules of Investments                      |            
|as of December 31, 2005 and 2004                        | F-5 - F-6  
|                                                        |            
|Statements of Income (Loss)                             |            
|for the Years Ended December 31, 2005, 2004 and 2003    | F-7        
|                                                        |            
|Statements of Changes in Partners' Capital              |            
|for the Years Ended December 31, 2005, 2004 and 2003    | F-8 - F-9  
|                                                        |            
|Notes to Financial Statements                           | F-10 - F-16
|                                                        |            











F-2



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The Partners of The Willowbridge Fund L.P.

We have audited the accompanying statements of
financial condition of The Willowbridge Fund L.P. (the "Partnership"), including
the condensed schedules of investments, as of December 31, 2005 and 2004, and
the related statements of income (loss), and of changes in partners' capital for
each of the three years in the period ended December 31, 2005. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Partnership is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present
fairly, in all material respects, the financial position of The Willowbridge
Fund L.P. as of December 31, 2005 and 2004, and the results of its operations
and changes in partners' capital for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles generally accepted
in the United States of America.

/s/ Deloitte & Touche LLP
Parsippany, New Jersey
March 29, 2006









F-3



THE WILLOWBRIDGE FUND L.P.
STATEMENTS OF FINANCIAL CONDITION
As of December 31, 2005 and 2004
___________________

2005
      
      2004ASSETSEQUITY IN
      COMMODITY FUTURES TRADING ACCOUNT:Due from
      broker
      $   14,310,149
      
      $   37,734,314Net unrealized
      gain on open positions
      2,084,166
      
      2,111,36816,394,315
      
      39,845,682CASH AND CASH
      EQUIVALENTS
      37,773,296
      
      4,621,928DUE FROM GENERAL
      PARTNER
      161,962
      
      99,808DUE FROM LIMITED
      PARTNER
      2,000
      
      -INTEREST
      RECEIVABLE
      54,121
      
      14,174TOTAL ASSETS
      $   54,385,694
      
      $     44,581,592LIABILITIES AND
      PARTNERS' CAPITALLIABILITIES:Prepaid
      subscriptions
      653,514
      
      $          171,239Redemptions
      payable
      899,527
      
      301,925Other accrued
      expenses
      160,646
      
      100,731Accrued
      management fees
      142,092
      
      110,514TOTAL LIABILITIES
      1,855,779
      
      684,409PARTNERS' CAPITALLimited
      partners - Class A (5,548.9041 and 5,618.8166fully
      redeemable units at December 31, 2005 and2004,
      respectively)
      31,209,589
      
      42,671,937Limited
      partners - Class B (31,125.8715 and 223.3079fully
      redeemable units at December 31, 2005 and2004,
      respectively)
      20,559,440
      
      214,258General
      partner - Class A (135.2815 and 133.1216fully
      redeemable units at December 31, 2005 and2004,
      respectively)
      760,886
      
      1,010,988TOTAL PARTNERS'
      CAPITAL
      52,529,915
      
      43,897,183TOTAL LIABILITIES
      AND PARTNERS' CAPITAL
      $   54,385,694
      
      $     44,581,592NET ASSET VALUE
      PER UNIT -Class A (based
      on Partners' Capital of $31,970,475 and$43,682,925
      and 5,684.1856 and 5,751.9382 units outstanding)
      $       5,624.46
      
      $        7,594.47Class B Series
      1 - (based on Partners' Capital of $1,650,278 and$111,637 and
      2,369.5004 and 119.9385 units outstanding)
      $          696.47
      
      $           930.79Class B Series
      2 - (based on Partners' Capital of $18,814,154 and$49,268 and
      28,636.1177 and 53.8694 units outstanding)
      $          657.01
      
      $           914.59Class B Series
      3 - (based on Partners' Capital of $95,008 and$53,353 and
      120.2534 and 49.5000 units outstanding)
      $          790.06
      
      $        1,077.83


See Notes to Financial Statements
F-4



THE WILLOWBRIDGE FUND L.P.
CONDENSED SCHEDULE OF INVESTMENTSAs of December 31, 2005
_______________

Long Positions
    Short Positions
    
    Net PositionsCommodity FuturesIndustry Sector
    UnrealizedGain (Loss), Net
    Percentage ofNet Assets
    UnrealizedGain (Loss), Net
    Percentage ofNet Assets
    
    UnrealizedGain (Loss)
    Percentage ofNet AssetsLivestock
    $      144,450
    0.275 %
    $         (9,260)
    (0.018)%
    
    $          135,190
    0.257 %Grains
    (60,035)
    (0.114)%
    (77,220)
    (0.147)%
    
    (137,255)
    (0.261)%Tropical products
    558,725
    1.065 %
    (349,334)
    (0.666)%
    
    209,391
    0.399 %Energy
    -
    - %
    (511,596)
    (0.976)%
    
    (511,596)
    (0.976)%Currencies
    (479,075)
    (0.914)%
    21,470
    0.041 %
    
    (457,605)
    (0.873)%Interest rates
    358,002
    0.683 %
    20,779
    0.040 %
    
    378,781
    0.723 %Metals
    2,467,260
    4.705 %
    -
    -      %
    
    2,467,260
    4.705 %$    2,989,327
    5.700 %
    $      (905,161)
    (1.726)%
    
    $       2,084,166
    3.974 %




See
Notes to Financial Statements.
F-5



THE WILLOWBRIDGE FUND L.P.
CONDENSED SCHEDULE OF INVESTMENTSAs of December 31, 2004
_______________

Long Positions
    Short Positions
    
    Net PositionsCommodity FuturesIndustry Sector
    UnrealizedGain, Net
    Percentage ofNet Assets
    Unrealized(Loss), Net
    Percentage ofNet Assets
    
    UnrealizedGain (Loss)
    Percentage ofNet AssetsLivestock
    $      30,790
    0.070 %
    $         -
    -      %
    
    $         
    30,790
    0.070 %Grains
    27,300
    0.062 %
    -
    -      %
    
    27,300
    0.062 %Tropical products
    702,405
    1.600 %
    (12,947)
    (0.029)%
    
    689,458
    1.571%Energy
    -
    - %
    284,240
    0.648 %
    
    284,240
    0.648 %Currencies
    676,837
    1.542 %
    -
    -     %
    
    676,837
    1.542 %Interest rates
    297,965
    0.679 %
    72,323
    0.164 %
    
    370,288
    0.843 %Metals
    32,455
    0.074 %
    -
    -   %
    
    232,455
    0.074 %$    1,767,752
    4.027 %
    $      343,616)
    0.783 %
    
    $       2,111,368
    4.810 %




See Notes to Financial Statements.

F-6



THE WILLOWBRIDGE FUND L.P.
STATEMENTS OF INCOME (LOSS)For the Years Ended December 31, 2005, 2004 and 2003
_______________

2005
    
    2004
    
    2003NET INVESTMENT
    INCOME (LOSS)Income:Interest
    income
    $     1,335,776
    
    $     453,387
    
    $     280,288Expenses:Brokerage
    commissions (includes clearing andexchange fees
    of $11,033, $199, and $181in 2005,
    2004, and 2003, respectively)
    2,137,014
    
    1,618,120
    
    1,309,753Incentive fees
    -
    
    834,527
    
    1,783,681Management fees
    920,360
    
    781,029
    
    615,423Professional
    fees
    196,457
    
    147,039
    
    186,583Accounting and
    administrative fees
    192,107
    
    117,839
    
    103,614Other expenses
    124,155
    
    76,091
    
    108,224Total
    expenses
    3,570,093
    
    3,574,645
    
    4,107,278Net
    investment loss
    (2,234,317)
    
    (3,121,258)
    
    (3,826,990)TRADING PROFITS
    (LOSSES)Profits (losses)
    on trading of commodity futures:Realized
    profits (losses) on closed positions, net
    (11,396,774)
    
    5,073,382
    
    8,919,018Change in
    unrealized profits (losses) on openpositions,
    net
    (27,202)
    
    (1,923,426)
    
    1,013,643Total
    trading profits (losses)
    (11,423,976)
    
    3,149,956
    
    9,932,661NET INCOME (LOSS)
    $(13,658,293)
    
    $       28,698
    
    $  6,105,671NET INCOME (LOSS)
    PER UNITClass A
    $    (1,970.01)
    
    $       (16.48)
    
    $    1,303.54Class B - Series 1
    $       (234.32)
    
    $       (69.21)
    
    $            -Class B - Series 2
    $       (257.58)
    
    $       (13.58)
    
    $            -Class B - Series 3
    $       (287.77)
    
    $          77.83
    
    $            - See Notes to Financial Statements.
F-7




THE WILLOWBRIDGE FUND L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITALFor the Years Ended December 31, 2005, 2004 and 2003
_______________

|                   | CLASS A        
|------------------ | ---------------
|                   | General Partner
|                   | Units          
|                   |                
|PARTNERS' CAPITAL, |                
|JANUARY 1, 2003    | 119.2550       
|                   |                
|Subscriptions      | 8.4818         
|                   |                
|Redemptions        | (5.1638)       
|                   |                
|Net income         | -              
|                   |                
|PARTNERS' CAPITAL, |                
|DECEMBER 31, 2003  | 122.5730       
|                   |                
|Subscriptions      | 10.5486        
|                   |                
|Redemptions        | -              
|                   |                
|Net income (loss)  | -              
|                   |                
|PARTNERS' CAPITAL, |                
|DECEMBER 31, 2004  | 133.1216       
|                   |                
|Subscriptions      | 9.9771         
|                   |                
|Redemptions        | (7.8172)       
|                   |                
|Net loss           | -              
|                   |                
|PARTNERS' CAPITAL, |                
|DECEMBER 31, 2005  | 135.2815       
|                   |                

See Notes to Financial Statements

F-8



THE WILLOWBRIDGE FUND L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (CONTINUED)
For the Years Ended December 31, 2005, 2004 and 2003
______________

CLASS B LIMITED PARTNERSSeries 1
    Series 2
    Series 3
    TotalUnits
    Amount
    Units
    Amount
    Units
    Amount
    Class BPARTNERS' CAPITAL,
       JANUARY 1, 2004
    -
    $       -
    -
    $         -
    -
    $        -
    $        -Subscriptions
    119.9385
    106,684
    53.8694
    50,000
    49.5000
    49,500
    206,184Redemptions
    -
    -
    -
    -
    -
    -
    -Net income
    (loss)
    -
    4,953
    -
    (732)
    -
    3,853
    8,074PARTNERS' CAPITAL,DECEMBER 31,
    2004
    119.9385
    111,637
    53.8694
    49,268
    49.5000
    53,353
    214,258Subscriptions
    2,249.5619
    1,879,999
    28,679.7112
    20,776,250
    70.7534
    64,350
    22,720,599Redemptions
    -
    -
    (97.4629)
    (72,641)
    -
    -
    (72,641)Net loss
    -
    (341,358)
    -
    (1,938,723)
    -
    (22,695)
    (2,302,776)PARTNERS' CAPITAL,DECEMBER 31,
    2005
    2,369.5004
    $ 1,650,278
    28,636.1177
    $18,814,154
    120.2534
    $    95,008
    $20,559,440


See Notes to Financial Statements.
F-9



THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2005, 2004 and 2003
______________

1.              PARTNERSHIP ORGANIZATION

The Willowbridge Fund L.P. (the
"Partnership"), a Delaware limited partnership, was organized on January 24,
1986.  The Partnership may engage in the speculative trading of commodity
futures contracts, options on commodities or commodity futures contracts and
forward contracts.  Ruvane Fund Management Corporation (formerly named Ruvane
Investment Corporation) is the general partner of the Partnership (the "General
Partner") and is registered as a Commodity Pool Operator and an Introducing
Broker with the Commodity Futures Trading Commission.  The General Partner is
required by the Limited Partnership Agreement, as amended and restated (the
"Agreement"), to contribute an amount equal to one percent of the aggregate
capital raised by 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
already issued by the Partnership will be designated as Class A interests.  The
Partnership also offers Class B limited partnership interests through a private
offering pursuant to Regulation D as adopted under section 4(2) of the 
Securities Act of 1933, as amended.  The Partnership will offer the Class B
interests up to an aggregate of $100,000,000.  The Partnership began issuing
Class B interests in 2004.  Commissions and redemption charges for the Class B
interests will differ from those of the Class A interests, but in all other
respects the Class A interests and the Class B interests will be identical.  The
Class A interests and Class B interests will also be traded pursuant to the same
trading program.

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

2.              SIGNIFICANT ACCOUNTING POLICIES

A.           Cash and Cash Equivalents

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

B.           Due from Broker

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

C.           Revenue Recognition

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

F-10



THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2005, 2004 and 2003
_______________

2.            
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D.            Commissions

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

Commissions charged to each class or series of class were as follows:

2005
    
    2004
    
    2003Class A
    $ 
       1,581,417
    
    $ 
           1,613,322
    
    $ 
      1,309,753Class B - Series 1
    41,579
    
    1,892
    
    -Class B - Series 2
    509,698
    
    1,648
    
    -Class B - Series 3
    4,320
    
    1,258
    
    -Total
    $     2,137,014
    
    $      1,618,120
    
    $     1,309,753


For the years ended December 31, 2005, 2004 and 2003, the General Partner
received net brokerage commissions of $1,411,099, $971,621 and $717,852,
respectively, from the Partnership.  Net brokerage commissions represents
commissions charged to Class A and Class B partners less actual brokerage
commissions paid to clearing brokers and amounts paid to selling agents for
servicing Class B limited partners.  As of December 31, 2005 and 2004,
$161,962 and $99,808, respectively, is due from the General Partner for
reimbursement of brokerage commissions advanced by the Partnership.

E.            
Statement of Cash Flows

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

F.            
Allocation of Net Income (Loss)

Net realized and unrealized trading
gains and losses, interest income and other operating income and expenses are
allocated to the partners monthly in proportion to their capital account
balance, as defined in the Agreement.

G.            Incentive
Fees

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

F-11THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2005, 2004 and 2003
_______________
2.            SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
H.            Management
Fees
On January 3, 2005, the General Partner was prepaid
an annual management fee equal to one percent of the net assets of the
Partnership (as defined in the Agreement) as of the last day of the previous
fiscal year. The prepaid amount is amortized to expenses monthly on a straight
line basis.  For the years ended December 31, 2005, 2004 and 2003, such
annual fees amounted to $438,972, $375,534 and $281,177, respectively.
In addition, the Partnership pays Willowbridge a quarterly management fee of
0.25% (1% per year) of the net asset value of the Partnership.  These fees
amounted to $481,388, $405,495 and $334,246 in 2005, 2004 and 2003,
respectively.
I.             
Administrative Expenses
Administrative expenses include professional fees,
bookkeeping costs and other charges such as registration fees, printing costs
and bank fees.
J.            
Income Taxes
No provision for income taxes has been provided in
the accompanying financial statements as each partner is individually liable for
taxes, if any, on his or her share of the Partnership's profits.
K.           
Subscriptions
Partnership units may be purchased on the first day
of each month at the net asset value per unit determined on the last business
day of the previous month.  Partners' contributions received in advance for
subscriptions are recorded as prepaid subscriptions in the Statements of
Financial Condition.  The General Partner charges a one percent initial
administrative fee on all limited partner unit subscriptions.  The General
Partner may waive this charge for limited partners who are its affiliates or for
other limited partners in its sole discretion. Subscription proceeds to the
Partnership are recorded net of these charges. For the years ended December 31,
2005, 2004 and 2003, the General Partner received initial administrative fees of
$54,509, $70,865 and $52,421, respectively.
L.            
Redemptions
Limited partners may redeem some or all of their
units at net asset value per unit as of the last business day of each month on
at least ten days written notice to the General Partner.
M.           Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
income (loss) and expenses during the reporting period. Estimates include
accrual of expenses such as professional fees.  Actual results could differ
from these estimates.

F-12
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2005, 2004 and 2003
_______________
2.            
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
N.           
Reclassifications.
Certain prior period amounts have been reclassified to conform to the current
year presentation.
O.            Recently
Issued Accounting Pronouncements
In June 2005, the FASB issued Statement of Financial Accounting Standards No.
154, "Accounting Changes and Error Correction" ("FAS 154").  FAS 154
replaces APB Opinion No. 20, "Accounting Changes" and FAS No. 3, "Reporting
Accounting Changes in Interim Financial Statement."  FAS 154 requires that
a voluntary change in accounting principle be applied retrospectively with all
prior period financial statements presented on the new accounting principle. 
FAS 154 is effective for accounting changes and correction of errors made in
fiscal years beginning after December 15, 2005.  The implementation of FAS
154 is not expected to have a material impact on the Partnership's financial
statements.
In February 2006, the FASB issued Statement of Financial Accounting Standards
No. 155, "Accounting for Certain Hybrid Financial Instruments" ("FAS 155"). 
This statement amends FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, and No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities.  FAS 155
primarily relates to accounting for derivative financial instruments involved in
hedging activities.  FAS 155 is effective for all financial instruments
acquired or issued after the beginning of an entity's first fiscal year that
begins after September 15, 2006.  The implementation of FAS 155 is not
expected to have a material impact on the Partnership's financial statements.
P.             Indemnifications
The Partnership has entered into agreements, which
provide for the indemnifications against losses, costs, claims and liabilities
arising from the performance of their individual obligations under such
agreements, except for gross negligence or bad faith.  The Partnership has
had no prior claims or payments pursuant to these agreements.  The
Partnership's individual maximum exposure under these arrangements is unknown,
as this would involve future claims that may be made against the Partnership
that have not yet occurred. However, based on experience, the Partnership
expects the risk of loss to be remote.
F-13
THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Years Ended December 31, 2005, 2004 and 2003
________________
3.           
DERIVATIVE INSTRUMENTS

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

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

| |                           |                                          |  |                           
| | ------------------------- | ---------------------------------------- |  | --------------------------
| |                           | For the year ended
    December 31, 2005
| |                           |                                          |  | Change in                 
| |                           | Realized                                 |  | Unrealized                
| |                           | Profits (Losses)                         |  | Profits (Losses)          
| |                           |                                          |  |                           
| | Currencies                | $        (7,827,625)                     |  | $       (1,134,442)       
| | Interest rates            | (2,133,111)                              |  | 8,493                     
| | Grains                    | (1,683,163)                              |  | (164,555)                 
| | Livestock                 | (631,500)                                |  | 104,400                   
| | Tropical products         | (1,728,293)                              |  | (480,067)                 
| | Energy                    | 541,708                                  |  | (795,836)                 
| | Metals                    | 2,065,210                                |  | 2,434,805                 
| |                           |                                          |  |                           
| | Total trading
    profits | $      (11,396,774)                      |  | $          
      (27,202)
| |                           |                                          |  |                           
| |                           |                                          |  |                           

For the year ended
    December 31, 2005Change in
    
    TotalRealized
    
    Unrealized
    
    TradingProfits (Losses)
    
    Profits (Losses)
    
    Profits (Losses)Currencies
    $       (2,896,992)
    
    $       (2,012,093)
    
    $        (4,909,085)Interest rates
    155,695
    
    313,163
    
    468,858Grains
    1,887,524
    
    (717,451)
    
    1,170,073Livestock
    (191,170)
    
    (219,790)
    
    (410,960)Tropical products
    (1,604,125)
    
    667,482
    
    (936,643)Energy
    7,937,172
    
    511,788
    
    8,448,960Metals
    (214,722)
    
    (466,525)
    
    (681,247)Total trading
    profits
    $          5,073,382
    
    $       (1,923,426)
    
    $           3,149,956




F-14

THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)For the Years Ended December 31, 2005, 2004 and 2003
_____________

| |                           | For the year ended
    December 31, 2005
| | ------------------------- | ----------------------------------------
| |                           |                                         
| |                           | Realized                                
| |                           | Profits (Losses)                        
| |                           |                                         
| | Currencies                | $ 7,966,062)                            
| | Interest rates            | (1,579,259)                             
| | Grains                    | 2,305,946                               
| | Livestock                 | 1,358,110                               
| | Tropical products         | (1,124,736)                             
| | Energy                    | (984,595)                               
| | Metals                    | 977,595                                 
| |                           |                                         
| | Total trading
    profits | $   8,819,018                           

A.            Market Risk

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

B.              Fair
Value

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

C.             Credit
Risk

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



F-15



THE WILLOWBRIDGE FUND L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)For the Years Ended December 31, 2005, 2004 and 2003
_____________

3.            
  DERIVATIVE INSTRUMENTS (CONTINUED)

C.            Credit
  Risk (Continued)

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

4.            
  FINANCIAL HIGHLIGHTS

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

Class A
      
      Class B
 Series 1
      
      Class B 
      Series 2
      
      Class B 
      Series 3Per Unit Operating Performance(for a Unit outstanding for the entire
      period)Net Asset Value, Beginning of the period
      $      7,594.47
      
      $       930.79
      
      $           914.59
      
      $  1,077.83Gain (loss) from operationsNet investment loss
      (278.85)
      
      (24.35)
      
      (41.20)
      
      (46.53)Net trading losses
      (1,691.16)
      
      (209.97)
      
      (216.38)
      
      (241.24)Net loss
      (1,970.01)
      
      (234.32)
      
      (257.58)
      
      (287.77)Net Asset Value, End of the period
      $      5,624.46
      
      $       696.46
      
      $        657.01
      
      $     790.06Total Return (1)
      (25.94)%
      
      (25.17)%
      
      (28.16)%
      
      (26.70)%Supplemental DataRatio of expenses to average net assets
      7.13 %
      
      6.42 %
      
      9.79 %
      
      8.36 %Ratio of net investment loss
        to average net assets
      4.44%
      
      3.43 %
      
      6.33 %
      
      5.46 %


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

*  *  *  *  *

F-16



INDEX TO EXHIBITS

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