UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549
  FORM
10-K
  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
   For
the fiscal year ended December 31, 2009
  Commission
File Number: 0-23529
   RFMC
TACTICAL ADVISORS FUND, LP
 (Exact
name of registrant as specified in its charter)
  Delaware
              
              22-2678474(State
      or other jurisdiction of incorporation or organization)
              
              (I.R.S.
      Employer Identification No.)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: NoneSecurities
      registered pursuant to Section 12(g) of the Act:Limited
      Partnership Units
 Indicate
by check mark if Registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
  Yes  ̈ No x
  Indicate
by check mark if Registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
  Yes  ̈ No x
  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.
  x Yes o No
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  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 a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
  Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              Smaller
      reporting company
              x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
  Yes  No

  The
Partnership’s limited partnership interests are not traded on any market and,
accordingly, do not have an aggregate market value.  As of January 31,
2010 the net asset value of the limited partnership interests of the registrant
held by non-affiliates of the registrant was approximately
$62,623,807.
   TABLE
OF CONTENTS
  PART
      IITEM 1. BusinessITEM 1A. Risk
FactorsITEM 1B. Unresolved Staff
      CommentsITEM 2. PropertiesITEM 3. Legal
      ProceedingsITEM 4. Submission of
      Matters to Vote of Security HoldersPART
      IIITEM 5. Market for
      Registrant’s Common Equity, Related Stockholder Matters And Issuer
      Purchases of Equity SecuritiesITEM 6. Selected Financial
      DataITEM 7. Management’s
      Discussion and Analysis of Financial Condition and Results of
      OperationsITEM 7A. Quantitative and
      Qualitative Disclosures About Market RiskITEM 8. Financial
      Statements and Supplementary DataITEM 9. Changes in and
      Disagreements with Accountants on Accounting and Financial
      DisclosureITEM 9A(T). Controls and
      ProceduresITEM 9B. Other
      InformationPART
      IIIITEM 10. Directors and
      Executive OfficersITEM 11. Executive
      CompensationITEM 12. Security
      Ownership of Certain Beneficial Owners and
  ManagementITEM 13. Certain
      Relationships and Related TransactionsITEM 14. Principal
      Accountant Fees and ServicesPART
      IVITEM 15. Exhibits and
      Financial Statement
Schedules
   PART
I
  ITEM 1.
Business.
  Summary
  RFMC
Tactical Advisors Fund, LP (formerly called RFMC 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, 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@ruvanefunds.com.
    Since the
Partnership’s inception in April 1991 through March 1, 2010, the General Partner
allocated the Partnership’s capital entirely to Willowbridge’s Primary
Program.  On March 1, 2010, the General Partner made an allocation of
$20 million (approximately 35% of the net assets of the Partnership as of March
1, 2010) to QIM’s Global Program.  The General Partner believes QIM’s
Global Program has the potential to deliver important diversification benefits
when combined with Willowbridge’s Primary Program.  Willowbridge’s
Primary Program utilizes trading strategies that focus on capturing directional
price movements over medium to longer term time horizons.  QIM’s
Global Program utilizes multiple trading strategies over various time horizons,
particularly shorter timeframes.  It is currently contemplated that
the General Partner will make no further allocation to QIM’s Global Program at
least until late 2010 and therefore that Partnership capital invested after
March 1, 2010 will be allocated so that the percentage of capital under
management of each of Willowbridge’s Primary Program and QIM’s Global Program
likely will be different from what it was on March 1, 2010.  The
General Partner believes that the combination of several investment strategies
and global market exposure reduces the Partnership’s dependence on the success
of any single strategy while positioning the Partnership to participate in
economic trends in different markets. Nonetheless, in many cases the markets
traded by the individual trading strategies overlap and the positions held by
the Partnership at any particular point in time may result in different
concentrations in any group of markets, which may reduce the diversification of
the Partnership’s investments. 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 were designated as Class
A interests. The Partnership also offers Class B limited partnership interests
in 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, subject to increase by the General
Partner in increments of $10,000,000 after notice to the limited partners of the
Partnership.
  The
General Partner
  The
General Partner, to the exclusion of the limited partners of the Partnership
(the “Limited Partners”), manages and conducts the business of the Partnership.
The General Partner (i) selects and monitors the independent commodity trading
advisors and the commodity brokers; (ii) allocates and/or reallocates assets of
the Partnership to or from the advisors; (iii) determines if an advisor or
commodity broker should be removed or replaced; (iv) negotiates management fees,
incentive fees and brokerage commissions; and (v) performs such other services
as the Partnership may from time to time request.
    Futures
Trading
  Futures
contracts are contracts made on or through a commodity exchange and provide for
future delivery of agricultural and industrial commodities, precious metals,
foreign currencies or financial instruments, and in the case of certain
contracts, such as stock index futures contracts and Eurodollar futures
contracts, provide for cash settlement. Such contracts are uniform for each
commodity on each exchange and vary only with respect to price and delivery
time. A contract to buy or sell may be satisfied either by making or taking
delivery of the commodity and payment or acceptance of the entire purchase price
therefore or by offsetting the obligation with a contract containing a matching
contractual obligation on the same (or a linked) exchange prior to delivery. In
futures and forward trading, capital is not used to acquire a physical asset but
only as security for the payment of losses incurred in open positions. United
States commodity exchanges individually or, in certain limited situations, in
conjunction with certain foreign exchanges, provide a clearing mechanism to
facilitate the matching of offsetting trades. Once trades made between members
of an exchange have been confirmed, the clearinghouse is substituted for the
clearing member acting on behalf of each buyer and each seller of contracts
traded on the exchange and in effect becomes the other party to the trade.
Thereafter, each clearing member party to the trade looks only to the
clearinghouse for performance. Clearinghouses do not deal with customers, but
only with member firms, and the “guarantee” of performance under open positions
provided by the clearinghouse does not extend to customers. If a customer’s
commodity broker becomes bankrupt or insolvent, or otherwise defaults on such
broker’s obligations to such customer, the customer in question may not receive
all amounts owing to such customer in respect of trading, despite the
clearinghouse fully discharging all of its obligations.
  Two broad
classifications of persons who trade in commodity futures are “hedgers” and
“speculators.” Commercial interests, including banks and other financial
institutions, and farmers, who market or process commodities, use the futures
markets for hedging. Hedging is a protective procedure designed to minimize
losses that may occur because of price fluctuations. The usual objective of the
hedger is to protect the profit that he expects to earn from his financial
operations, rather than to profit strictly from his futures trading. The
commodity markets enable the hedger to shift the risk of price fluctuations to
the speculator.
  The
speculator, such as the Partnership, risks its capital with the hope of making
profits from the price fluctuations in futures contracts. The speculator assumes
the risks which the hedger seeks to avoid. Speculators rarely expect to take or
make delivery of the cash or actual physical commodity in the futures market.
Rather, they generally close out their futures positions by entering into
offsetting purchases or sales of futures contracts. Because the speculator may
take either a long or short position in the futures markets, it is possible for
the speculator to earn profits or incur losses regardless of the direction of
price trends. Generally, commodities trades made by the Partnership are for
speculative rather than for hedging purposes.
  The
justification for futures trading is that it provides the means for those who
produce or deal in cash commodities to hedge against unpredictable price
changes. Price fluctuations affect the value of inventory, the cost of
production and the competitive pricing of end products. The risks of price
fluctuation confront and threaten a diverse set of firms that merchandise, store
or process large volumes of cash commodities. Government securities dealers, for
example, often maintain a large inventory of notes and bonds. Even a small
increase in prevailing interest rate levels can significantly reduce the value
of those inventory holdings, and hence the price at which they can be sold. In
determining the pricing of its output, the large baker, for example, is subject
to the market prices of its raw materials, such as wheat, sugar and cocoa. A
sudden increase in the prices of these materials will raise the cost of
production and negatively affect the competitiveness of the finished product.
Other entities that face the risks associated with market price fluctuation
include farmers, grain elevator operators, importers, refiners and commercial
banks. The constraint these entities face is that there are no short run
substitutes for certain items essential for continued operation. The baker
cannot function without flour, the securities dealer without bonds or the
refiner without crude oil. As a result, the need arises for a vehicle through
which commercial entities as a group can transfer the risk of price fluctuation
to some other group that is willing to bear that risk. The futures markets exist
as the vehicle that allows the transfer of price risk from commercial entities,
called hedgers, to risk-bearing entities, called investors or
speculators.
  Investment
Philosophy
  The
General Partner believes that, if an investor utilizes a disciplined approach to
managing risk, and is appropriately capitalized, the investor will earn a
premium for bearing risk. It is this premium that is the source of returns to
futures investing. The returns to futures investing are driven by events that
upset the supply and demand equilibrium of the underlying commodity market. For
example, a change in the prime rate will affect interest rate and currency
instruments, a drought will alter the production expectations for agricultural
products, or the prospect of a war in the Middle East will cause the prices of
crude oil and its derivatives to fluctuate. It is during these periods of
disruption that the risk premium generally is paid. Conversely, when commodity
markets are stable and directionless, returns from risk premiums are not to be
expected. Since traditional investment instruments like stocks and bonds perform
poorly during disruptive periods and well in a stable economic environment, a
futures investment can offer the potential benefits of diversification to a
traditional portfolio.
  The
General Partner believes that two important considerations in evaluating an
investment opportunity are whether the investment has a sound underlying
economic foundation for its expected return and whether the approach employed by
the investment’s manager has the capability to realize that return. The General
Partner’s approach to investment in futures is designed to achieve consistent
profits over the long term. The key to the General Partner’s investment approach
is diversification among trading methods and among markets, which is intended to
reduce the variability of returns while maintaining the ability to capitalize on
profitable trends.
  The
General Partner allocates the Partnership’s capital to 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
vary, the percentage of the Partnership’s capital under the management of each
may vary also. Therefore, it is unlikely that the current capital allocations
will in fact be the actual allocations at any time during the Partnership’s
operations.  When capital is withdrawn from the Partnership, the
capital under each Advisor's management will be as determined by the General
Partner.  If an Advisor uses more than one trading strategy to trade for
the Partnership, the capital under each trading strategy will be reduced in
amounts determined by the Advisor, in consultation with the General
Partner.
  Extensive
leverage is available in futures markets. The General Partner will
monitor each Advisor’s trading so that leverage remains within levels
acceptable to the General Partner, in its sole discretion. In general, the
General Partner anticipates that margin commitments for the Partnership will
range between 15% and 40% of capital. Margin commitments represent that portion
of the capital of the Partnership which is committed as margin for futures
contracts. Margins are good faith deposits which must be made with a commodity
broker in order to initiate or maintain an open position in a futures
contract.
  The
Advisors
       QIM is a Virginia limited liability corporation formed on May 27, 2003. 
The trading principals of QIM are Jaffray Woodriff, Michael Geismar and Greyson
Williams. QIM uses a proprietary predictive framework to trade its Global
Program, a short-term managed futures strategy that trades 35 contracts in 6
sectors worldwide.  Total nominal assets in the Global Program as of
February 1, 2010 were approximately $4.51 billion, including about $1.25 billion
in the Quantitative Global Funds (about $682 million actual equity), about $349M
proprietary (about $84M actual equity) and $2.91 billion in 38 client managed
accounts. QIM's predictive research is also utilized by a long-short hedge fund
with approximately $414 million in equity.
 Trading
Programs
  Commodity
traders generally rely on either technical or fundamental analysis, or a
combination thereof, in making trading decisions and attempting to identify
price trends. Fundamental analysis looks at the external factors that affect the
supply and demand of a particular commodity in order to predict future prices.
As an example, some of the fundamental factors that affect the demand of a
foreign currency, like the British pound, are the inflation and interest rates
of the currency’s domestic market, exchange controls, and the country’s balance
of trade, business climate and political stability. The supply of a currency may
be determined by, among other things, government spending, credit controls,
domestic money supply and prior years’ trade balances. Some of the fundamental
factors that affect the supply of an agricultural commodity, such as corn,
include the acreage planted and factors affecting crop conditions such as
drought, flood and disease. The demand for corn consists of domestic consumption
and exports, and is a product of many things, including general world economic
conditions, as well as the cost of corn in relation to the cost of competing
products such as soybean meal, wheat, oats and barley.
  Technical
analysis is not based on the anticipated supply and demand of the cash (actual)
commodity; instead, it is based on the theory that a study of the markets
themselves will provide a means of anticipating future prices. Technical
analysis of the markets generally will include a study of the actual daily,
weekly and monthly price fluctuations, volume variations and changes in open
interest, utilizing charts or computers for analysis of these
items.
  The
investment programs and trading strategies which the General Partner has
selected to trade the Partnership’s assets are described below, and from time to
time may be changed or refined. Additional trading programs may be developed by
the Advisors or other trading advisors who may be employed in trading the assets
of the Partnership.
  Each
trading system employed by the Advisors will attempt to detect trends in price
movements for futures, option, forward and spot contracts. All successful
speculative commodity trading depends upon establishing a position and then
maintaining that position while the market moves in favor of the trader.
Technical trading systems seek to establish such positions and to exit the
market and establish reverse positions, or both, when the favorable trend either
reverses or does not materialize. No such system will be successful if the
market is moving in an erratic and non-trending manner or if the market moves in
the direction opposite to that predicted by the system. Because of the nature of
commodity markets, prices frequently appear to be trending when the market is,
in fact, without a trend. In addition, a trading system may identify markets as
trending favorably to a particular position in the market even though actual
market performance thereafter is the reverse of the trend
identified.
  The
investment programs and trading strategies to be followed by the Advisors do not
assure the success of the Partnership. Investment decisions made in accordance
with these programs and strategies will be based on an assessment of available
facts. However, because of the large quantity of facts at hand, a number of
available facts may be overlooked. Variables may shift and any investment
decision must, in the final analysis, be based on the judgment of the Advisors.
Accordingly, no assurance can be given that the Advisors’ investment programs
and trading strategies will result in profits to investors in the
Partnership.
  In
general, the Advisors manage risk on a market-by-market level as well as on an
overall portfolio level.  On the market level, risk is managed
primarily by utilizing proprietary volatility filters.  When these
filters detect a certain excessive level of volatility in a particular market,
they will signal that the trading strategies should reduce exposure or stop
trading altogether in the particular market.  In this way, the trading
strategies generally will not participate in markets in which there are extremes
in market action.  On the portfolio level, risk is managed by
utilizing proprietary portfolio cutback rules.  When cumulative
profits have reached a certain level, these rules determine that positions
should be reduced across the entire portfolio.  In this way, risk is
reduced while allowing the trading strategies to continue to participate in the
markets, albeit at a reduced level.  After the portfolio has been
traded at reduced levels, these rules will then determine when to increase
positions.
  Allocation
of Capital
  The
Partnership’s assets are currently traded pursuant to Willowbridge’s Primary
Investment Program and QIM’s Global Program.  The Primary Investment
Program utilizes all or part of two of the trading systems operated by
Willowbridge:  the Vulcan System and the Argo System.  The
General Partner, in the future, may allocate the Partnership’s assets to other
trading strategies and investment programs.
                  Grains:
              Corn, Wheat, Soybeans, Soybean Meal, Soybean OilPrecious Metals:
              Gold, SilverGeneral:
              Crude Oil, Heating Oil, Unleaded Gasoline, Natural Gas, Copper,
      Sugar, Coffee, Cocoa, Cotton, Live CattleDomestic
      Financial     Instruments:
              Treasury Bonds, Treasury Notes, EurodollarsForeign Financial    Instruments:
              EuroYen, Japanese Bonds, Australian T-Bills, Australian
      T-Bonds, Short-Sterling, Gilts, Euribor, Euro-Swiss, Bunds, Bobls,
      ShatzCurrencies:
              Pound Sterling, Canadian Dollar, Swiss Franc, Japanese Yen,
      Australian Dollar, EuroFX, EuroYen, Euro
Pound
 
                                         Currencies
                Euro British
                Pound
                Japanese Yen
                Canadian Dollar
                Australian Dollar
                Mexican Peso
                Swiss Franc
                
                Energies
                Globex Crude Oil
                Brent Crude Oil
                London WTI Crude Oil
                Natural Gas
                Heating Oil
                Unleaded Gas
                GasOil
                
                Grains
                Corn
                Soybeans
                Wheat
                Softs
                  Cocoa
                  Coffee
                  Cotton
                  Sugar
              Stock
      Indices
                E-mini S&P 500 (USA)
                E-mini Nasdaq 100 (USA)
                E-mini Russell 2000 (USA)
                Dax (Germany)
                DJ Euro Stoxx 50 (Europe)
                FTSE 100 (Great Britain)
                Nikkei 225 (Japan)
                KOSPI Hang Seng (Hong Kong) S&P ASX 200 (Australia)
                MSCI Taiwan
                FTSE/JSE Top 40 (South Africa)
                CAC-40 (France)
                AEX (Netherlands)
                S&P/MIB (Italy)
                IBEX 35 (Spain)
              Interest
      Rates
                US 10 Year Note
                US 30 Year Bond
                US 2 Year Note
                US 5 Year Note
                Eurodollar
                Euro-Bund
                Euribor
                Euro-Schatz
                Euro-Bobl
                Long Gilt
                Short Sterling
                JGB
                
                
                Metals
                Gold
                Silver
                Copper
   .
  Trading
Policies
  In its
trading activities, the Partnership will adhere to the following policies. The
General Partner will notify limited partners of any changes in these trading
policies.
  1.           The
Partnership will not lend or borrow money, although the Partnership may utilize
lines of credit for trading forward contracts.
  2.           The
Partnership will not commingle its assets with those of other persons, except as
permitted under the CEA and the rules and regulations promulgated
thereunder.
  3.           The
Partnership will not trade bank forward contracts with or through any bank that,
as of the end of its latest fiscal year, had an aggregate balance in its
capital, surplus and related accounts of less than $100,000,000, as shown by its
published financial statements for such year.
  4.           The
Partnership will not purchase, sell or trade securities, except securities
approved by the CFTC for investment of customer funds. The Partnership may trade
in futures contracts on securities and securities indices, options on such
futures contracts, and other commodity options.
  The
Commodity Brokers and Introducing Broker
  The
Partnership will execute and clear trades in futures and commodity options
through ADM Investor Services, Inc. (“ADMIS”), Newedge USA, LLC (“NUSA”) and
other unaffiliated clearing brokers selected by the General Partner. The General
Partner may retain additional or substitute clearing brokers in the
future.
  ADMIS is
a registered futures commission merchant and is a member of the NFA. Its main
office is located at 141 W. Jackson Blvd., Suite 1600A, Chicago, IL
60604.
  NUSA is a
registered futures commission merchant and is a member of the
NFA.  Its main office is located at 550 West Jackson, Suite 500,
Chicago,, IL 60661.
  Bridgeton
Global Investor Services, Inc. (“Bridgeton”) is the Partnership’s introducing
broker and will introduce the Partnership’s account to the clearing brokers in
exchange for receiving a portion of the brokerage commissions charged by the
clearing brokers. Each of ADMIS and NUSA acts only as clearing broker for the
Partnership and as such is paid commissions for executing and clearing trades on
behalf of the Partnership. None of ADMIS, NUSA nor Bridgeton will act in any
supervisory capacity with respect to the General Partner or participate in the
management of the General Partner or the Partnership.
  The
assets of the Partnership are deposited with ADMIS and NUSA in trading accounts
established by the Partnership for the Advisor and are used by the Partnership
as margin to engage in trading. Each of the clearing brokers is a futures
commission merchant registered with the CFTC. Such assets are held in either an
interest-bearing bank account or in securities approved by the CFTC for
investment of customer funds. The clearing brokers through clearing futures
trades for its customers, including the Partnership, could expose the
Partnership to credit risk. The clearing brokers attempt to mitigate this risk
relating to futures contracts in regulated commodities by maintaining funds
deposited by customers in separate bank accounts, which are designated as
segregated customers’ accounts. In addition, the clearing brokers have set aside
funds deposited by customers relating to foreign futures and options in separate
bank accounts, which are designated as customer secured accounts. Lastly, the
clearing brokers are subject to the CFTC’s Net Capital Rule, which requires the
clearing brokers to maintain minimum net capital of at least 4% of the
segregated customer funds as defined by the CEA and regulations promulgated
thereunder.
  The
clearing brokers must comply with the settlement procedures established by the
clearinghouse of each exchange where the clearing broker is a clearing member.
The rules of exchange vary, but at a minimum the exchange guarantees performance
on every contract to each of its clearing members. Thus, once a trade between
two clearing members is matched by the exchange, the rights and obligations
under the futures or options contract do not run between the original buyer and
seller, but between the clearing member and the seller of the contract, and
between the clearing member and the buyer. The clearinghouse sets a settlement
price for settling all accounts between clearing members for each contract
month. Unliquidated positions on outstanding contracts are marked to market at
least once a day via midday and/or morning calls to determine any additional
margin requirements. In general, a clearinghouse is backed by the membership and
will act in the event of non-performance by one of its members or one of the
member’s customers, the intent of which is to significantly reduce credit risk.
If a clearing broker is not a member of an exchange clearinghouse, it will
comply with the settlement procedures established with the actual carrying
brokers and will operate through them. Settlement of calls on such contracts may
take an extra day on U.S. exchanges or two extra days on non-U.S. exchanges.
Additional margin requirements are wire-transferred by the clearing brokers to
the appropriate clearinghouse. During the years ended December 31, 2009 and
2008, the Partnership had no material credit risk exposure to a counterparty
that is a foreign commodities exchange.
  Fees
and Expenses
  The
General Partner
 
 Upon
admission to the Partnership, each new subscriber for interests in the
Partnership will pay 1% of his subscription amount to the General Partner as an
administrative charge. Existing Limited Partners who subscribe for additional
interests in the Partnership will pay to the General Partner 1% of the amount of
the additional subscription as an administrative charge. The General Partner
waives this charge for limited partners who are affiliates of the General
Partner. The Partnership also pays the General Partner a yearly management fee
in an amount equal to 1% of the net asset value of the Partnership as of the
first business day of each year before deducting (i) accrued ordinary legal,
accounting and auditing fees and (ii) any incentive fees payable to the Advisor.
In addition, Class A Interests pay to the General Partner a flat-rate monthly
brokerage commission of approximately 0.29% of the net asset value of Class A
Interests as of the beginning of each month (a 3.5% annual rate) for the
period, January 1, 2002 to July 31, 2002. Beginning August 1, 2002, Class A
Interests pay to the General Partner a flat-rate monthly brokerage commission of
approximately 0.33% of the net asset value of Class A Interests as of
the beginning of each month (a 4.0% annual rate). Class B Interests pay to the
General Partner commissions of up to 6.0 percent annually of the net asset value
of the Class B partners’ capital equal to the following percentages: Series
1-3%, Series 2-6% and Series 3-5%. . The General Partner will pay up to 3.0
percent from this amount to properly registered selling agents as their
compensation, and to the extent the amount is less than 3%, the brokerage fee
with respect to such Class B limited partnership interests will be reduced
accordingly. The General Partner will pay from this amount all floor brokerage,
exchange, clearing and NFA fees with respect to the Partnership’s trading, but
other execution costs, including give-up charges (charges paid to a party for
executing trades that will be cleared by a third party) and service fees
assessed by certain forward dealing desks, will be paid by the Partnership. The
General Partner will pay from its own funds any futures brokerage commission and
fees (except for certain execution costs as noted above) incurred by the
Partnership in excess of the flat monthly rate it receives from the Partnership.
The flat-rate brokerage commission to the General Partner is calculated after
reduction for any brokerage commissions due at the end of the immediately
preceding month, any redemptions or distributions as of such immediately
preceding month-end and any accrued incentive fees as of such immediately
preceding month-end, and after including the interest credits for such
immediately preceding month-end and any additions as of the beginning of the
month for which the flat-rate brokerage commission is being calculated. Lastly,
in the event the flat-rate monthly brokerage commission payable by the
Partnership to the General Partner at any time exceeds the actual brokerage
commissions and related fees to which such flat-rate brokerage commission is
applied, the General Partner will pay a portion of such excess to Limited
Partners who became Limited Partners prior to September 1995, the date as of
which the Partnership ceased to be a proprietary pool under CFTC Rules, which
portion paid to any such Limited Partner shall not exceed such Limited Partner’s
pro rata share of the actual brokerage commissions and related fees paid by the
Partnership. The General Partner may also pay a portion of such excess to
properly registered selling agents as compensation for their ongoing services to
the Partnership, which portion paid to any one selling agent is not expected to
exceed 1% per annum of the net asset value of the limited partnership interests
sold by such selling agent.
  The
Advisors
  Management
Fee
 The
Partnership pays to Willowbridge a quarterly management fee of .25% (1% per
year) of the Partnership’s month-end Net Assets (as defined below) allocated to
Willowbridge for each month during such quarter.  The Partnership does
not pay a management fee to QIM.
  Incentive
 Fee
 The
Partnership also compensates Willowbridge by paying to it a quarterly incentive
fee of 25% of New Profits (as defined below), if any, on assets allocated to
Willowbridge.  If any incentive fee is paid to Willowbridge,
Willowbridge will retain the amount paid regardless of any subsequent decline in
account value, but will not be eligible to receive subsequent incentive fee
payments until Willowbridge has recouped its losses and earned New
Profits.  The Partnership will pay QIM a
quarterly incentive fee of 30% of New Profits (as defined below), if any, on
assets allocated to QIM.  In the event of subsequent losses, the
quarterly incentive fee would not be charged until there are
New  Profits to offset such losses.  The quarterly incentive
fee shall not be rebated by virtue of subsequent losses.
  The
Partnership’s “Net Assets” shall mean the total assets of the Partnership
including all cash and cash equivalents, accrued interest and the market value
of all open commodity positions and other assets maintained by the Partnership,
less the market value of all liabilities and reserves of the Partnership,
including accrued management and incentive fees, determined in accordance with
the principles specified in Paragraph 6 of the Partnership Agreement and, where
no principle is specified, in accordance with accounting principles generally
accepted in the United States of America. The market value of a commodity
futures contract or option on a commodity futures contract shall mean the most
recent available closing quotation on the exchange through which the particular
commodity futures contract or option on a commodity futures contract is traded
by the Partnership; the market value of a forward contract is determined by the
dealer with which the Partnership has traded the contract. If, however, a
contract cannot be liquidated on the day with respect to which the cumulative
profits or losses on the account are being determined, because of the operation
of daily limits or other rules of the commodity exchange upon which that
contract is traded or otherwise, the settlement price on the first subsequent
day on which the contract can be liquidated is the basis for determining the
liquidating value of such contract for such day.
 
 “New
Profits” for the purpose of calculating the Advisor’s incentive fee only, is
defined as the excess (if any) of (A) the net asset value of the Partnership as
of the last day of any calendar quarter (before deduction of incentive fees paid
or accrued for such quarter), over (B) the net asset value of the Partnership as
of the last day of the most recent quarter for which an incentive fee was paid
or payable (after deduction of such incentive fee). In computing New Profits,
the difference between (A) and (B) above shall be (i) increased by the amount of
any distributions or redemptions paid or accrued by the Partnership as of or
subsequent to the date in (B) through the date in (A), (ii) adjusted (either
decreased or increased, as the case may be) to reflect the amount of any
additional allocations or negative reallocations of Partnership assets from the
date in (B) to the last day of the quarter as of which the current incentive fee
calculation is made, and (iii) increased by the amount of any losses
attributable to redemptions.
  Commodity
Brokers
  The
General Partner currently pays commission rates of approximately $10 for each
initial purchase (or sale) and offsetting sale (or purchase) of a commodity
futures contract with respect to the Partnership’s trading (including NFA
assessments and exchange fees), which rates in the future may be higher or
lower. The General Partner believes that this brokerage rate is generally
competitive with those charged by other commodity brokers; however, other
commodity brokerage firms might offer lower rates to an account similar to that
of the Partnership. Commissions are charged to the Partnership based on a
percentage of the net asset value at the beginning of each month. 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 $15,000 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 $770,000 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 Advisors, their
respective principals and their respective affiliates also may trade Commodity
Interests for their own accounts. The records and the results of the proprietary
trading by the Advisors and their respective principals will not be made
available for inspection by the Limited Partners because of their confidential
nature.
  The
Partnership has no employees and the General Partner has two employees. The fund
administration and management information systems are provided by NAV
Consulting, Inc.
  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
General Partner may have conflicts with respect to terminating an Advisor or
engaging a new trading advisor for the Partnership.  Willowbridge
has retained the General Partner as an independent consultant to assist
Willowbridge in developing new business. The prospect of possibly losing the
ability to earn compensation as a consultant to Willowbridge 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 Advisors and the General Partner
  The
Advisors and their respective affiliates currently manage other accounts and act
as general partner for other limited partnerships that trade commodity
interests, and the Advisors, the General Partner and their respective affiliates
may act in the future as manager of additional accounts and as general partner
for other such limited partnerships. Such accounts and partnerships may hold
positions either similar or opposite to the positions taken by the Partnership,
and the compensation received by the Advisors or the General Partner from such
other accounts and partnerships may differ from the compensation they receive
from the Partnership. As the Advisors manage additional accounts, these accounts
will increase the level of competition for the same trades made for the
Partnership.
  Trading
by Affiliates of the General Partner for Their Own Accounts
  The
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 Advisors and Affiliates of the Advisor for Their Own
Accounts
  The
Advisors and their respective principals have traded, and may continue to trade,
commodity interests for their own accounts. As a result, it is possible that
orders for their accounts may be entered in advance of or opposite to orders for
client accounts pursuant to, for instance, a neutral order allocation system, a
different trading strategy or a different risk level of trading. However, any
such proprietary trading is subject to the duty of an Advisor to exercise good
faith and fairness in all matters affecting client accounts. The records and the
results of the proprietary trading by the Advisors and their respective
principals will not be made available for inspection by the Limited Partners
because of their confidential nature. During the normal course of trading,
orders for the client’s account may be executed in competition with the orders
for proprietary and other client accounts managed by the Advisors. Depending on
market liquidity and other factors, this conflict could result in client orders
being executed at prices that are less favorable than would otherwise be the
case. In addition, the Advisors may combine various strategies to trade
proprietary and client accounts. As a result, trading decisions generated by
different trading strategies and investment programs may vary among accounts,
resulting in different positions.
  Trading
by Affiliates of Clearing Brokers for Their Own Accounts
  It is
possible that certain officers, directors and employees of the Partnership’s
clearing brokers and their families may from time to time trade commodity
futures contracts and other Commodity Interests for their own accounts,
including some of which may be managed by the Advisors. In the event such
individuals do trade for their own accounts, investors will not be permitted to
inspect such trading records. It is possible that such persons may take
positions either similar or opposite to positions taken by the Partnership and
that the Partnership and such persons may from time to time be competing for
either similar or opposite positions in the commodity futures markets. In
certain instances, the clearing brokers may have orders for trades from the
Partnership and orders from its own employees. The clearing brokers might be
deemed to have a conflict of interest between the sequence in which such orders
will be transmitted to the trading floor. Depending on market liquidity and
other factors, these conflicts could result in the Partnership’s orders being
executed at prices that are less favorable than would otherwise be the
case.
  Relationship
of the Advisors to Futures Commission Merchants
  The
Advisors appear on the approved list of commodity trading advisors for many
futures commission merchants. Appearance on an approved list means that futures
commission merchants’ representatives may recommend an Advisor as a trading
advisor to its clients. Inclusion on such an approved list may create a conflict
of interest for a trading advisor between its duty to trade clients’ accounts in
the best interest of its clients and its financial interest in maintaining a
position on a futures commission merchant’s approved list, which could be
contingent upon generation of adequate commission income from those accounts
managed by the advisor. Each of the Advisors’ policy, however, is to trade all
comparable accounts in the same manner regardless of the method by which the
account was obtained.
  Limitation
of Liability and Indemnification of the General Partner
  The
Partnership Agreement contains various exculpatory provisions, which provide
that the General Partner, its officers, directors, stockholders, employees,
agents and affiliates and each person who controls any of the same will not be
liable, responsible or accountable in damages or otherwise to the Partnership or
any of its partners, their successors or permitted assigns, except by reason of
acts or omissions (1) in violation of federal or state securities laws, (2) due
to intentional or criminal wrongdoing or gross negligence or willful misconduct,
(3) constituting a breach of fiduciary duty or (4) not in good faith in the
reasonable belief that they were in, or not opposed to, the best interests of
the Partnership. Any claim, action or proceeding by any Limited Partner can be
brought only against the General Partner and its assets, and not against any
manager, member, officer, employee, agent or affiliate of the General Partner,
or any person who controls any of the same. In addition, the Partnership has
agreed to indemnify, defend and hold harmless the General Partner, and its
officers, directors, stockholders, employees, agents and affiliates, and each
person who controls any of the same, from and against any loss, liability,
damage, cost or expense (including legal fees and expenses actually and
reasonably incurred in defense of any demands, claims or lawsuits) actually and
reasonably incurred arising from actions or omissions concerning the business or
activities undertaken by or on behalf of the Partnership from any source
including, without limitation, any demands, claims or lawsuits initiated by a
Limited Partner, if the acts, omissions or alleged acts or omissions upon which
such actual or threatened action, proceeding or claim is based were for a
purpose reasonably believed to be in, or not opposed to, the best interests of
the Partnership and were not (1) in violation of federal or state securities
laws, (2) performed or omitted as a result of intentional or criminal wrongdoing
or gross negligence or willful misconduct or (3) in violation of the General
Partner’s fiduciary obligations to the Partnership. The foregoing rights to
indemnification and payment of legal fees and expenses will not be affected in
the event of the termination of the Partnership or the withdrawal, dissolution
or insolvency of the General Partner. These exculpation and indemnification
provisions may not be enforceable with respect to certain statutory liabilities,
such as liabilities resulting from violations of federal securities
laws.
  The
responsibility of a general partner to Limited Partners is a rapidly developing
and changing area of the law, and Limited Partners who have questions concerning
the responsibilities of the General Partner should consult their counsel.
Limited Partners should be aware, however, of the broad authority given to the
General Partner under the Partnership Agreement, including the authority of the
General Partner to enter into trading advisory agreements under the Partnership
Agreement, the absence of judicial decisions providing standards defining
excessive trading and the exculpatory provisions in the Partnership
Agreement.
  ITEM 1A. Risk Factors
  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 an 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 as well as speculative
frenzy and the emotions of the marketplace. 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.  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 run to
customers.  Commodity Exchange Act Section 4d(a)(2) requires a futures
commission merchant to segregate funds deposited in a customer’s commodity
futures account.  If the Partnership’s commodity broker fails to
properly segregate customer funds, the Partnership may be subject to a risk of
loss of its funds on deposit in the event of the commodity broker’s bankruptcy
or insolvency. In addition, under certain circumstances, such as the inability
of another customer of the commodity broker or its own inability to satisfy
substantial deficiencies in such other customer’s account, the Partnership may
be subject to a risk of loss of its funds on deposit even if such funds are
properly segregated. In the case of any such bankruptcy or customer loss, the
Partnership might recover only a pro rata portion of the property available for
distribution to all of the commodity broker’s customers, 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. If no property is available for distribution, the
Partnership would not recover any of its assets.  The Partnership may
trade products, including off-exchange products, where the clearinghouses for
such products are not required to segregate customer funds which may cause
additional issues or difficulties in recovering assets.  In addition,
the Partnership may trade 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.  In addition, there is the possibility that
institutions, including banks and brokerage firms, with which the Partnership
does business, will encounter financial difficulties that may impair the
operational capabilities or the capital position of the
Partnership.
  Electronic
Trading
  The
Partnership may place select trades through electronic trading systems provided
by the brokerage firms used by the Partnership.  Trades placed by
electronic means are governed by the terms of the relevant electronic brokerage
trading agreements and by exchange rules.  Electronic trading systems
vary in terms of order matching procedures, opening and closing procedures and
prices, error trade policies, trading limitations or requirements,
qualifications for access, grounds for terminating access, and limitations on
the types of orders that may be entered.  Additional risk may occur
due to limitation of system access, varying response times and security
requirements.  In the case of Internet-based systems, there may be
additional risks related to service providers and the receipt and monitoring of
electronic mail.  In the event of electronic system or component
failure, it might not be possible to enter new orders, execute existing orders
or modify or cancel orders that were previously entered, and orders may be lost
or lose priority.  .  Willowbridge and QIM may place orders
by telephone, and will retain the capability to use that method if electronic
trading is not possible for a period of time.  Exchanges may have
adopted rules to limit their liability, the liability of futures brokers and
software and communication system vendors and the amount that may be collected
for system failures and delays.
  Operating
History of the Partnership
  The
Partnership commenced trading in April 1991. The Partnership has realized a net
gain through December 2009 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 distinct trading strategies.
Nonetheless, in many cases the markets traded by the individual trading
strategies may 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
Willowbridge.  The Partnership will be required to pay, under certain
circumstances, a quarterly incentive fee to QIM. 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 an Advisor to
acquire certain positions that its respective programs would otherwise indicate
as desirable for the Partnership. Were an 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 an 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.
  Establishing
Lines of Credit to Trade Forward Contracts
  Although
as of the date of this report the Partnership has not done so, the Partnership
may in the future establish lines of credit in connection with trading forward
contracts.  If such lines of credit are established, they will not
exceed 100% of the net asset value of the Partnership.  The use of
such lines will enable the Partnership to utilize margin in connection with its
trading of forward contracts.  This means that a small amount of
capital can be used to invest in contracts of much greater total
value.  The resulting leverage means that a relatively small change in
the price of such a contract can produce a substantial profit or
loss.  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.  In addition, the Partnership will incur
fees in connection with establishing and maintaining such lines of
credit.
  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 Advisors
  The
Partnership relies on each Advisor in making trading decisions. There can be no
assurance that an 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 limited
number of advisors to the Partnership.
  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 Willowbridge and QIM
will be making trading decisions independently of the other.  In
addition, Willowbridge and QIM will make trading decisions independently of each
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.
  Each
Advisor Receives Incentive Fee Only with Respect to Assets Allocated to
It.
  Each
Advisor will receive an incentive fee with respect to any new profit generated
by assets allocated to it.  Because the incentive fee for each Advisor
is based solely on the performance of Partnership assets allocated to it, and
not the overall performance of the Partnership, the Partnership may pay an
incentive fee to an Advisor during periods when the Partnership is not
profitable on an overall basis.
  Experience
of the General Partner; Reliance on Key Individuals
  The
General Partner operates this commodity pool and one other commodity pool,
however, the investment programs and trading strategies which are utilized to
direct trading for the Partnership have been utilized to direct futures trading
for other investors over varying periods of time.  Each of
Willowbridge and QIM, to a great extent, relies on certain key individuals in
the administration of its trading strategies.  If any of these
individuals were to become unavailable, there might be no other person who could
carry out their respective functions.
  Past
Results Are No Assurance of Future Performance
  The
General Partner and the Advisors 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
Advisors 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 Advisors, Willowbridge’s Licensor and Commodity
Brokers
  Upon the
termination of the Advisory Agreement with an Advisor, Willowbridge’s licensing
agreement (discussed below) 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 an Advisor or the
services of the commodity brokers will be available after the termination of any
such agreements. Willowbridge uses each of its five technical trading systems
pursuant to an exclusive licensing agreement with Caxton Corporation (“Caxton”).
The licensing agreement for these systems will continue until December 31, 2011,
and shall be renewed for successive one year terms unless either Willowbridge or
Caxton has given 90 days’ notice to the other prior to such renewal 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 Willowbridge’s non-technical trading approaches
would remain available. In case of the termination of Willowbridge’s licensing
agreement or of any agreements with the Advisors 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.   It should be
noted that only two of Willowbridge’s technical trading systems currently are
utilized on behalf of the Partnership.
  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.  As a
result, limited partners will not have a say as to the trading advisors, trading
programs, commodity brokers or other business decisions selected for the
Partnership by the General Partner. If the General Partner makes mistakes in the
decisions it makes for the Partnership, the performance of the Partnership and
interests in the Partnership may be adversely affected.
  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
Advisors each are registered with the CFTC as a CPO and a CTA and all are
members of the NFA. In addition, the General Partner is registered as an
introducing broker with the CFTC.
  Exchanges
of Futures for Physicals
  The
Partnership may engage in exchanges of futures for physicals. An exchange of
futures for physicals is a transaction permitted under the rules of many futures
exchanges in which two parties holding futures positions may close out their
positions without making an open, competitive trade on the exchange. Generally,
the holder of a short futures position buys the physical commodity, while the
holder of a long futures position sells the physical commodity. The prices at
which such transactions are executed are negotiated between the parties. If the
Partnership were prevented from such trading as a result of regulatory changes,
the performance of the Partnership could be adversely affected, resulting in
losses to Partnership and the Limited Partners.
  ITEM 1B. Unresolved Staff
Comments.
  Not
applicable.
  ITEM 2. Properties.
  The
Partnership does not own or lease any physical properties. The Partnership’s
office is located within the office of the General Partner, at 4 Benedek Road,
Princeton, New Jersey 08540.
  ITEM 3. Legal Proceedings.
  There are
no pending legal proceedings to which the Partnership or the General Partner is
a party or to which any of their assets are subject.
  ITEM 4. Submission of Matters to
Vote of Security Holders.
  No
matters were submitted to the limited partners for vote in the fourth quarter of
2009.
  PART II
  ITEM 5. Market for Registrant’s
Common Equity, Related Stockholder Matters And Issuer Purchases of Equity
Securities
    All of
the Limited Partnership Units are “restricted securities” within the meaning of
Rule 144 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), and may not be sold unless registered under the Securities
Act or sold in accordance with an exemption there from, such as Rule 144. The
Partnership has no plans to register any of the Limited Partnership Units for
resale. In addition, the Partnership Agreement contains certain restrictions on
the transfer of Limited Partnership Units.
  Pursuant
to the Partnership Agreement, the General Partner has the sole discretion to
determine whether distributions (other than on redemption of Limited Partnership
Units), if any, will be made to partners. The Partnership has never paid any
distributions and does not anticipate paying any distributions to partners in
the foreseeable future.
    Amount of
                SubscriptionsJanuary
      2009
              
              $
              2,641,639February
      2009
              
              $
              2,652,573March
      2009
              
              $
              1,942,347April
      2009
              
              $
              717,931May
      2009
              
              $
              527,688June
      2009
              
              $
              863,857July
      2009
              
              $
              871,613August
      2009
              
              $
              364,093September
      2009
              
              $
              762,092October 2009
              
              $
              804,926November 2009
              
              $
              473,510December 2009
              
              $
              697,030
 
 Investors
in the Partnership who subscribed through a selling agent may have been charged
a sales commission at a rate negotiated between such selling agent and the
investor, which sales commission in no event exceeded 4% of the subscription
amount.
  All of
the sales of Partnership Units were exempt from registration pursuant to Section
4(2) of the Securities Act and Regulation D promulgated thereunder.
  ITEM 6. Selected Financial
Data
  The
Selected financial data presented below has been derived in part from, and
should be read in connection with, the financial statements of the Partnership
included elsewhere in this filing.
  SELECTED
FINANCIAL DATA
 (in
thousands, except units and per unit amounts)
 For the year ended December
      312009
                
                
                2008
                
                
                2007
                
                
                2006
                
                
                2005Operations
      Data:Income:Realized
      Gains (Losses) on Closed
                
                $
                (11,940
                )
                
                $
                30,656
                
                
                $
                16,634
                
                
                $
                ,4,754
                
                
                $
                (11,397
                )Positions,
      NetChange
      in UnrealizedGains/Losses
      on Open Positions, Net
                
                
                99
                
                
                
                (126
                )
                
                
                (1,171
                )
                
                
                1,069
                
                
                
                (27
                )Interest
      Income
                
                
                245
                
                
                
                1,567
                
                
                
                2,579
                
                
                
                2,490
                
                
                
                1,336Expenses:Incentive
      Fees
                
                
                0
                
                
                
                6,608
                
                
                
                721
                
                
                
                -
                
                
                
                -Brokerage
      Commissions (includingClearing
      and Exchange Fees)
                
                
                3,881
                
                
                
                3,617
                
                
                
                2,891
                
                
                
                2,715
                
                
                
                2,137Management
      Fees
                
                
                1,595
                
                
                
                1,380
                
                
                
                1,185
                
                
                
                1,092
                
                
                
                920Administrative
      Expenses (comprised of professional fees, administrative
      and  accounting fees and other expenses)
                
                
                762
                
                
                
                668
                
                
                
                584
                
                
                
                590
                
                
                
                513Net
      Income (Loss)
                
                $
                (17,834
                )
                
                $
                19,825
                
                
                $
                12,662
                
                
                $
                3,916
                
                
                $
                (13,658
                )Net
      Income (Loss) Per Unit:Class
      A
                
                $
                (2,002.29
                )
                
                $
                2,462.90
                
                
                $
                1,443.17
                
                
                $
                487.92
                
                
                $
                (1,970.01
                )Class
      B, Series 1
                
                $
                (252.81
                )
                
                $
                319.22
                
                
                $
                191.02
                
                
                $
                67.99
                
                
                $
                (234.32
                )Class
      B, Series 2
                
                $
                (241.77
                )
                
                $
                251.41
                
                
                $
                143.11
                
                
                $
                42.90
                
                
                $
                (257.58
                )Class
      B, Series 3
                
                $
                (283.90
                )
                
                $
                324.11
                
                
                $
                149.40
                
                
                $
                60.00
                
                
                $
                (287.77
                )Financial
      Condition Data:As of December 312009
                
                
                
                2008
                
                
                
                2007
                
                
                
                2006
                
                
                
                2005Limited
      Partners’ Capital (Class A)
                
                $
                26,690
                
                
                $
                34,906
                
                
                $
                30,350
                
                
                $
                28,416
                
                
                $
                31,210Limited
      Partners’ Capital (Class B, Series 1)
                
                
                3,340
                
                
                
                4,038
                
                
                
                2,957
                
                
                
                2,195
                
                
                
                1,650Limited
      Partners’ Capital (Class B, Series 2)
                
                
                34,347
                
                
                
                43,443
                
                
                
                28,768
                
                
                
                26,477
                
                
                
                18,814Limited
      Partners’ Capital (Class B, Series 3)
                
                
                76
                
                
                
                97
                
                
                
                74
                
                
                
                102
                
                
                
                95General
      Partner’s Capital (Class A)
                
                
                937
                
                
                
                1,129
                
                
                
                833
                
                
                
                853
                
                
                
                761Partners’
      Capital (Net Asset Value)
                
                $
                65,390
                
                
                $
                83,613
                
                
                $
                62,982
                
                
                $
                58,044
                
                
                $
                52,530Total
      Assets
                
                $
                66,345
                
                
                $
                88,900
                
                
                $
                68,064
                
                
                $
                59,113
                
                
                $
                54,386Net
      Asset Value per Unit (Class A)
                
                $
                8,017.87
                
                
                $
                10.018.16
                
                
                $
                7,567.14
                
                
                $
                6,112.38
                
                
                
                5,624.46Class
      A Units Outstanding
                
                
                3,445.6920
                
                
                
                3,596.9857
                
                
                
                4,120.8483
                
                
                
                4,7888.5749
                
                
                
                5,684.1856Net
      Asset Value per Unit (Class B, Series 1)
                
                $
                1,033.11
                
                
                $
                1,277.75
                
                
                $
                955.75
                
                
                $
                764.46
                
                
                $
                696.47Class
      B, Series 1 Units Outstanding
                
                
                3,233.6375
                
                
                
                3,160.4326
                
                
                
                3,094.0204
                
                
                
                2,871.3178
                
                
                
                2,369.5004Net
      Asset Value per Unit (Class B, Series 2)
                
                $
                864.90
                
                
                $
                1,102.98
                
                
                $
                849.61
                
                
                $
                699.91
                
                
                $
                657.01Class
      B, Series 2 Units Outstanding
                
                
                39,711.9928
                
                
                
                39,386.8036
                
                
                
                33,860.2888
                
                
                
                37,829.1688
                
                
                
                28,636.1177Net
      Asset Value per Unit (Class B, Series 3)
                
                $
                1,082.32
                
                
                $
                1,366.22
                
                
                $
                1,042.12
                
                
                $
                850.09
                
                
                $
                790.06Class
      B, Series 3 Units Outstanding
                
                
                70.7534
                
                
                
                70.7534
                
                
                
                70.7534
                
                
                
                120.2534
                
                
                
                120
  ITEM 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
  General
  The
success of the Partnership is dependent upon the ability of its 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 Advisors, the amount of additions and
redemptions and changes in interest rates. Due to the highly leveraged nature of
the Partnership’s trading activity, small price movements in Commodity 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
Advisors, payment of management fees to the General Partner and administrative
expenses.
  The
Partnership is required to make substantial trading profits to avoid depleting
and exhausting its assets from the payment of such fees and expenses. The
markets in which the Commodity Interests trade are constantly changing in
character and in degree of volatility. Although Willowbridge was the sole
advisor trading on behalf of the Partnership since April 1991 through February
29, 2010, the General Partner continues to evaluate and analyze from both
quantitative and qualitative perspectives the ability of each Advisor to
trade effectively on the Partnership’s behalf in the context of the current
market environment. The General Partner seeks to limit market and credit risks
by monitoring daily income and margin levels. The General Partner also relies
upon the risk management strategies inherent in the Advisors’ trading programs.
In the future, the General Partner may utilize additional strategies or appoint
additional advisors to trade on behalf of the Partnership.
  As of
December 31, 2009, the assets of the Partnership were allocated for trading in
Commodity Interests entirely to the Willowbridge’s Primary Investment Program.
The Primary Investment Program currently consists of the Argo and Vulcan
computer-based, quantitative trading systems.  Effective March 1,
2010, the Partnership’s assets are traded pursuant to Willowbridge’s Primary
Investment Program and QIM’s Global Program.
  Class A
Interests paid to the General Partner a flat-rate monthly brokerage commission
of approximately 0.29% of the net asset value of the Class A Interests as of the
beginning of each month (a 3.5% annual rate) for the period, January 1, 2001 to
July 31, 2002. Beginning August 1, 2002, the Class A Interests pay to the
General Partner a flat-rate monthly brokerage commission of approximately 0.33%
of the net asset value of the Class A Interests as of the beginning of each
month (a 4.0% annual rate). Class B Interests pay to the General Partner
commission of up to 6.0% annually of the net asset value of the Class B
partners’ capital. The General Partner will pay up to 3.0% from this amount to
properly registered selling agents as their compensation, and to the extent the
amount is less than 3% the brokerage fee with respect to such Class B limited
partnership interests will be reduced accordingly. The General Partner pays from
this amount all commission charges and fees with respect to the Partner’s
trading in Commodity Interests. The flat-rate monthly commission is common among
programs such as the Partnership. As of December 31, 2009, ADMIS and NUSA are
the clearing brokers for the Partnership.
  Results
of Operations
  Comparison
of fiscal years ended December 31, 2009 and 2008
    For the
year ended December 31, 2009, the Partnership had net realized and unrealized
trading losses of $(11,841,786) and $244,969 in interest income. For that same
period, the Partnership had expenses comprised of $3,880,558 in brokerage
commissions including clearing and exchange fees, $0 in incentive fees,
$1,595,158 in management fees, $241,949 in professional fees and $519,815 in
accounting, administrative fees and other expenses. This resulted in the
Partnership having a net loss of $(17,834,297) for 2009.
  Interest
income decreased to $244,969 from $1,567,450 in 2008 primarily due to declining
interest rates through 2009. Brokerage commissions increased to $3,880,588 from
$3,617,242 in 2008 primarily due to an increase in assets under management.
Incentive fees decreased to $0 from $6,608,202 in 2008 due to the Partnership’s
unprofitable trading in 2009. Management fees are charged as a percentage of the
net assets and increased to $1,595,158 from $1,379,819 in 2008. Accounting,
administrative fees and expenses increased to $519,815 from $393,267 in 2008 as
a result of an increase in administrative and accounting fees and other
expense.
  The
Partnership’s most profitable trades in 2009 were in the Australian Dollar,
copper, gold and the Euro. The Partnership’s least profitable trades in 2009
were in the Euro, Japanese Yen, heating oil, US long-term fixed income markets,
crude oil, the Swiss Franc, gasoline, coffee and UK fixed income
markets.
  In
January 2009, the Partnership recorded a net loss of $2,149,279. The Partnership
produced losses on its positions in Japanese Yen, US, Japanese and European
fixed income markets and copper; the Partnership generated profits in the Euro
currency, natural gas and silver. In February 2009, the Partnership recorded a
net loss of $2,665,073.  Trading was unprofitable as the Partnership
had losses in gasoline, the Euro, copper, crude oil and the Australian Dollar;
the Partnership had gains in the Japanese Yen, silver, coffee, gold and natural
gas. In March 2009, the Partnership recorded a net loss of
$5,673,836.  The Partnership had losses in US fixed income markets,
Swiss Franc, British Pound, gold, crude oil, the Euro and the soybean complex;
the Partnership had gains in the Euro, Japanese Yen, Australian Dollar, and
copper.
  In April
2009, the Partnership was unprofitable. The Partnership had losses in the Swiss
Franc, the Euro and the Japanese Yen, silver, UK and European fixed income
markets and corn; there were gains in copper, the Australian Dollar, natural
gas, soybeans and Japanese fixed income markets. The Partnership recorded a net
loss of $3,070,421. In May 2009, the Partnership was very profitable. The
Partnership had gains in RBOB gasoline, crude oil, silver, the British Pound,
the Canadian Dollar, the Australian Dollar and soybeans; there were losses in
natural gas, cocoa and European fixed income markets. The Partnership recorded
net income of $11,124,045. In June 2009, the Partnership was unprofitable. The
Partnership had losses in silver, the Swiss Franc, the Canadian Dollar, coffee
and soybeans; there were gains in corn, Japanese fixed income markets and crude
oil. The Partnership recorded a net loss of $3,490,489.
  In July
2009, the Partnership was unprofitable. The Partnership had losses in the Swiss
Franc, crude oil, the Euro, soybeans and US fixed income markets; the
Partnership had gains in copper, the Canadian Dollar and natural gas. The
Partnership recorded a net loss of $2,324,371. In August 2009, the Partnership
was unprofitable. The Partnership had losses in the energy complex, the Euro,
cocoa and the Swiss Franc; the Partnership had gains in sugar, copper and UK
fixed income markets. The Partnership recorded a net loss of $2,598,371. In
September 2009, the Partnership was unprofitable. The Partnership had losses in
copper, the energy complex and sugar; the Partnership had gains in the Japanese
Yen, silver, the Australian Dollar, the Swiss Franc and wheat. The Partnership
recorded a net loss of $1,010,583.
  In
October 2009, the Partnership recorded a net loss of $2,769,820.  The
Partnership had gains in gold, crude oil, gasoline and the Euro;  the
Partnership had losses in sugar, Euro, Japanese Yen, natural gas, US and
Japanese  soybean meal and the British Pound.  In November 2009,
Partnership recorded a net gain of $4,188,771. The Partnership had gains in
gold, silver, JPY, copper and short-term US fixed income markets; the
Partnership had losses in coffee, crude oil, Japanese fixed income markets and
soybeans.  In December 2009, the Partnership recorded a net loss of
$7,394,873. The Partnership had gains in EUR and sugar; the Partnership had
losses in gold, Euro, Japanese Yen, silver, heating oil, wheat and
soybeans..
    Comparison
of fiscal years ended December 31, 2008 and 2007
  As of
December 31, 2008, total partners’ capital (net asset value) of the Partnership
was $83,612,915 compared to its net asset value of $62,981,756 at December 31,
2007. The Partnership’s 2008 subscriptions and redemptions totaled $11,828,975
and $11,022,420 respectively, compared to $5,173,853 and $12,897,514
respectively, in 2007.
  For the
year ended December 31, 2008, the Partnership had net realized and unrealized
trading gains of $30,530,230 and $1,567,450 in interest income. For that same
period, the Partnership had expenses comprised of $3,617,242 in brokerage
commissions including clearing and exchange fees, $6,608,202 in incentive fees,
$1,379,819 in management fees, $274,546 in professional fees, $277,721 in
accounting and administrative fees and $115,546 in other expenses. This resulted
in the Partnership having a net income of $19,824,604 for 2008.
  Interest
income decreased to $1,567,450 from $2,578,523 in 2007 primarily due to
declining interest rates through 2008. Brokerage commissions increased to
$3,617,242 from $2,891,340 in 2007 primarily due to an increase in assets under
management. Incentive fees increased to $6,608,202 from $720,556 in 2007 due to
the recoupment of trading losses the Partnership had incurred as of December 31,
2006 and the generation of additional profits. Management fees are charged as a
percentage of the net assets and increased to $1,379,819 from $1,184,541 in 2007
as assets under management increased. Accounting and administrative expenses
increased to $277,721 from $248,357 in 2007 as a result of an increase in
professional fees, administrative and accounting fees and other expenses,
particularly with respect to the cost of preparing quarterly and annual
financial statements. Other expenses decreased to $115,546 from $120,493 in
2007.
  The
Partnership’s most profitable trades in 2008 were in heating oil, crude oil and
natural gas; additional profits were generated in soybeans and soybean oil,
Euro, Japanese Yen, Australian Dollar, British Pound and silver. The
Partnership’s least profitable trades in 2008 were in the Canadian Dollar,
copper, coffee and cotton.
  In
January 2008, the Partnership recorded a net gain of $322,290. The Partnership
had gains in silver, US fixed income markets, the Japanese Yen and soybeans; the
Partnership had losses in crude oil, heating oil, unleaded gasoline, copper and
the Euro currency. In February, the Partnership recorded a net gain of
7,461,150. The Partnership had gains in silver, soybeans and soybean oil,
copper, coffee and heating oil and crude oil; there were losses in global fixed
income markets and the Japanese Yen. In March 2008, the Partnership recorded a
net loss of $3,795,555. The Partnership had losses in the soybean complex,
unleaded gasoline, coffee, and silver; the Partnership had gains in the energy
complex, Japanese fixed income markets and the Japanese Yen.
  In April
2008, the Partnership recorded a net gain of $958,138. The Partnership had gains
in heating oil, crude oil, natural gas, European fixed income instruments, and
the Australian Dollar; there were losses in the Canadian Dollar, Japanese Yen,
gold, and soybean meal. In May 2008, the Partnership recorded a net gain of
$3,253,689. The Partnership had gains in heating oil, RBOB gasoline, crude oil
and Japanese and European fixed income instruments; there were losses in silver,
copper, the Japanese Yen, gold, the British Pound, soybean meal and the Euro
currency. In June 2008, the Partnership recorded a net gain of $3,424,461. The
Partnership had gains in crude oil, soybeans, soybean meal, RBOB gasoline,
natural gas, heating oil and corn; there were losses in the Euro currency,
wheat, copper and US fixed income instruments.
  In July
2008, the Partnership recorded a net loss of $7,080,207. The Partnership had
losses in gasoline, crude oil, copper, coffee, soybeans, soybean meal, the Swiss
Franc and the British Pound; the Partnership had gains in wheat, gold and
natural gas. In August 2008, the Partnership recorded a net gain of $8,508,765.
The Partnership had gains in the Euro, the British Pound, the Australian Dollar,
the Swiss Franc and silver; the Partnership had losses in wheat, sugar and crude
oil. In September 2008, the Partnership recorded a net gain of $2,614,075. The
Partnership had gains in the Euro, the Australian Dollar, copper, US fixed
income instruments and heating oil; the Partnership had losses in Japanese and
European fixed income markets, gold and the Canadian Dollar.
  In
October 2008, the Partnership recorded a net gain of $2,624,221. The Partnership
had gains in the Japanese Yen, heating oil copper and the Canadian Dollar; the
Partnership had losses in Japanese and US fixed income markets. In November
2008, Partnership recorded a net gain of $437,193. The Partnership had gains in
the Swiss Franc, US and European fixed income markets and natural gas; the
Partnership had losses in wheat, cotton and coffee. In December 2008, the
Partnership recorded a net gain of $1,096,385. The Partnership had gains in UK
and US fixed income markets, natural gas and soybeans; the Partnership had
losses in copper, corn and sugar.
  The net
asset value per Class A Unit at December 31, 2008 increased 32.39% from
$7,567.14 at December 31, 2007 to $10,018.16 at December 31, 2008. The net asset
value per Class B Unit, Series 1 at December 31, 2008 increased 33.69% from
$955.75 at December 31, 2007 to $1,277.75 at December 31, 2008. The net asset
value per Class B Unit, Series 2 at December 31, 2008 increased 29.82% from
$849.61 at December 31, 2007 to $1,102.98 at December 31, 2008. The net asset
value per Class B Unit, Series 3 at December 31, 2008 increased 31.10% from
$1,042.12 at December 31, 2007 to $1,366.22 at December 31, 2008.
  Liquidity
  There
currently is no established public trading market for the Limited Partnership
Units and the Partnership has no plans to register any of the Limited
Partnership Units for resale. In addition, the Partnership Agreement contains
certain restrictions on the transfer of Limited Partnership Units. As of the
last day of any month, a Limited Partner may redeem all of its Limited
Partnership Units on 10 days’ prior written notice to the General Partner for an
amount equal to the balance of such Limited Partner’s book capital account as of
the last day of any month.
  In
general, the Advisors will trade only those Commodity Interests that have
sufficient liquidity to enable it to enter and close out positions without
causing major price movements. Notwithstanding the foregoing, most United States
commodity exchanges limit the amount by which certain commodities may move
during a single day by regulations referred to as “daily price fluctuation
limits” or “daily limits.” Pursuant to such regulations, no trading may be
executed on any given day at prices beyond daily limits. The price of a futures
contract occasionally has moved the daily limit for several consecutive days,
with little or no trading, thereby effectively preventing a party from
liquidating his position. While the occurrence of such an event may reduce or
eliminate the liquidity of a particular market, it will not eliminate losses and
may in fact substantially increase losses because of its inability to liquidate
unfavorable positions. In addition, if there is little or no trading in a
particular futures or forward contract that the Partnership is trading, whether
such illiquidity is caused by any of the above reason or otherwise, the
Partnership may be unable to liquidate its position prior to its expiration
date, thereby requiring the Partnership to make or take delivery of the
underlying interests of the commodity investment.
  Capital
Resources
  The
Partnership’s capital resources are dependent upon three factors: (1) the
trading profit or loss generated by its advisor (including interest income); (2)
the money invested or redeemed by the Limited Partners; and (3) capital invested
or redeemed by the General Partner. The General Partner has agreed to maintain
at least $1,000 in its General Partner capital account, but may invest more than
that amount. All capital contributions by the General Partner to the General
Partner capital account balance are evidenced by Units of general partnership
interest, each of which shall have an initial value equal to the net asset value
per Unit at the time of such contribution. The General Partner in its sole
discretion, may withdraw any excess above its required capital contribution of
$1,000 without notice to the Limited Partners. The General Partner, in its sole
discretion, may also contribute any greater amount to the Partnership, for which
it shall receive additional Units of general partnership interest at the
then-current net asset value.
  Contractual
Obligations and Commercial Commitments
  In the
ordinary course of business, the Partnership enters into contracts with third
parties, pursuant to which the third parties provide services to or on behalf of
the Partnership. Purchase obligations represent executory contracts, which are
either non-cancelable or cancelable with a penalty. At December 31, 2009, the
Partnership’s purchase obligations and commitments primarily reflect management
agreements.
  (Dollar amounts in thousands)
              
              2010 and
                thereafter (1)Management Fees (General Partner) (2)
              
              $
              654Brokerage Commissions (2):Class A
              
              
              1,106Class B, Series 1
              
              
              100Class B, Series 2
              
              
              2,067Class B, Series 3
              
              
              4Management Fees (Advisor) (2)
              
              
              629Total Commitments
              
              $
              4,560
 
 (1)
Pursuant to the amended and restated limited partnership agreement of the
Partnership, the Partnership shall end upon withdrawal, insolvency or
dissolution of the General Partner or a decline of greater than fifty percent of
the net assets of the Partnership as defined in the Agreement, or the occurrence
of any event which shall make it unlawful for the existence of the Partnership
to be continued. The amounts represent per year commitments for 2010 and
thereafter.
  (2)
Estimated fees based on net assets of the Partnership or the respective
class/series of units as of December 31, 2009. Class A Interests pay an annual
brokerage commission of 4.0% of net asset value. Class B Interests pay an annual
brokerage commission of up to 6.0% of net asset value.
  Summary
of Critical Accounting Policies
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“GAAP”) requires management
to make estimates and assumptions that affect amounts reported in the
Partnership’s financial statements. The Partnership’s significant accounting
policies are described in detail in Note 2 of the Notes to Financial
Statements.
  ITEM 7A. Quantitative and
Qualitative Disclosures About Market Risk.
  The
Partnership is a commodity pool engaged in the speculative trading of commodity
futures contracts (including agricultural and non-agricultural commodities,
currencies and financial instruments), options on commodities or commodity
futures contracts, and forward contracts. The risk of market sensitive
instruments is integral to the Partnership’s primary business
activities.
  The
futures interests traded by the Partnership involve varying degrees of related
market risk. Such market risk is often dependent upon changes in the level or
volatility of interest rates, exchange rates, and/or market values of financial
instruments and commodities. Fluctuations in related market risk based upon the
aforementioned factors result in frequent changes in the fair value of the
Partnership’s open positions, and, consequently, in its earnings and cash flow.
The Partnership accounts for open positions on the basis of mark-to-market
accounting principles. As such, any gain or loss in the fair value of the
Partnership’s open positions is directly reflected in the Partnership’s
earnings, whether realized or unrealized.
  The
Partnership’s total market risk is influenced by a wide variety of factors
including the diversification effects among the Partnership’s existing open
positions, the volatility present within the markets and the liquidity of the
markets. At varying times, each of these factors may act to exacerbate or mute
the market risk associated with the Partnership. The following were the primary
trading risk exposures of the Partnership as of December 31, 2009, 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, 2009, 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, 2009 market rates and prices
on its instruments to perform the sensitivity analysis. The sensitivity analysis
has been prepared separately for each of the Partnership’s market risk exposures
(interest rate, currency rate, and commodity price) instruments.
  The
estimates are based on the market risk sensitive portfolios described in the
preceding paragraph above. The potential loss in earnings is based on an
immediate change in:
  The
prices of the Partnership’s interest rate positions resulting from a 10% change
in interest rates.
  The U.S.
dollar equivalent balances of the Partnership’s currency exposures due to a 10%
shift in currency exchange rates.
  The
market value of the Partnership’s commodity instruments due to a 10% change in
the price of the instruments.
  The
Partnership has determined that the impact of a 10% change in market rates and
prices on its fair values, cash flows and earnings would not be material. The
Partnership has elected to disclose the potential loss to earnings of its
commodity price, interest rate and currency exchange rate sensitivity positions
as of December 31, 2009.
  The
potential loss in earnings for each market risk exposure as of December 31, 2009
was:
  Currency
      exchange rate risk
              
              $
              477,546Commodity price risk
              
              $
              1,185,264Interest rate risk
              
              $
              495,269
 
 ITEM
8. Financial Statements and Supplementary Data
  The
Partnership’s financial statements, together with the report of the independent
registered public accounting firm thereon, appear on pages F-1 through F-15
hereof.
  Selected
unaudited quarterly financial data for the years ended December 31, 2009 and
2008 are summarized below:
  2009:
                
                First Quarter
                
                
                Second
      Quarter
                
                
                Third
      Quarter
                
                
                FourthQuarterNet
      investment loss
                
                
                (1,596,692
                )
                
                
                (1,460,718
                )
                
                
                (1,503,565
                )
                
                
                (1,431,537
                )Total
      trading profits (losses)
                
                
                (8,891,496
                )
                
                
                6,023,853
                
                
                
                (4,429,760
                )
                
                
                (4,544,383
                )Net
      income/ (loss)
                
                
                (10,488,187
                )
                
                
                4,563,135
                
                
                
                (5,933,325
                )
                
                
                (5,975,920
                )Net
      income (loss) per UnitClass
      A
                
                
                (1,168.85
                )
                
                
                561.67
                
                
                
                (690.05
                )
                
                
                (703.07
                )Class
      B, Series 1
                
                
                (146.13
                )
                
                
                74.78
                
                
                
                (85.59
                )
                
                
                (87.70
                )Class
      B, Series 2
                
                
                (133.76
                )
                
                
                56.46
                
                
                
                (80.07
                )
                
                
                (80.71
                )Class
      B, Series 3
                
                
                (162.54
                )
                
                
                73.25
                
                
                
                (96.66
                )
                
                
                (97.95
                )
 2008:
              
              First Quarter
              
              
              Second Quarter
              
              
              Third Quarter
              
              
              Fourth QuarterNet investment loss
              
              
              (2,192,646
              )
              
              
              (3,479,420
              )
              
              
              (2,301,147
              )
              
              
              (2,732,413
              )Total trading profits (losses)
              
              
              6,180,530
              
              
              
              11,115,109
              
              
              
              6,343,780
              
              
              
              6,890,211Net income/ (loss)
              
              
              3,987,884
              
              
              
              7,636,286
              
              
              
              4,042,632
              
              
              
              4,157,798Net income (loss) per UnitClass A
              
              
              489.12
              
              
              
              917.06
              
              
              
              517.06
              
              
              
              527.79Class B, Series 1
              
              
              64.27
              
              
              
              118.86
              
              
              
              68.59
              
              
              
              70.28Class B, Series 2
              
              
              50.48
              
              
              
              97.63
              
              
              
              52.3
              
              
              
              52.96Class B, Series 3
              
              
              64.64
              
              
              
              123.01
              
              
              
              67.66
              
              
              
              68.79
 
 There were no extraordinary, unusual or infrequently occurring items recognized
in any quarter reported above, and the Partnership has not disposed of any
segments of its business.  There have been no year-end adjustments that are
material to the results of any fiscal quarter reported here.
 ITEM 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure
 
 Not
applicable
  ITEM 9A(T). Controls and
Procedures
  The
Partnership’s disclosure controls and procedures are designed to ensure that
information required to be disclosed under the Securities Exchange Act of 1934
is accumulated and communicated to management, including the principal of the
General Partner (who serves as the principal executive officer and financial
officer of the Partnership), to allow for timely decisions regarding required
disclosure and appropriate SEC filings. The principal of the General Partner
(who serves as the principal executive officer and financial officer of the
Partnership) evaluated the effectiveness of the design and operation of the
Partnership’s disclosure controls and procedures (as defined in Rule 13(a)-15(e)
under the Securities Exchange Act of 1934, as amended), which are designed to
ensure that the Partnership records, processes, summarizes and reports in a
timely and effective manner the information required to be disclosed in the
reports filed with or submitted to the Securities and Exchange
Commission.
  Based
upon that evaluation, the General Partner has concluded that the Partnership’s
disclosure controls and procedures were effective in timely alerting the General
Partner to material information related to the Partnership that is required to
be included in the Partnership’s periodic filings with the SEC.
  There
were no changes in the Partnership’s internal controls during the fourth quarter
of 2009 that have materially affected or are reasonably likely to affect the
Partnership’s internal control over financial reporting.
 Management’s
Annual Report on Internal Control over Financial Reporting
  The
management of the General Partner (which is the principal of the General
Partner) is responsible for establishing and maintaining adequate internal
control over financial reporting by the Partnership. The General Partner’s
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States. The Partnership’s
internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Partnership; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States,
and that receipts and expenditures of the Partnership are being made only in
accordance with authorizations of management of the Partnership; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Partnership’s assets that
could have a material effect on the financial statements.
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. All internal control systems, no matter how
well designed, have inherent limitations, including the possibility of human
error and the circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance
with respect to financial statement preparation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
  Management
of the General Partner assessed the effectiveness of the Partnership’s internal
control over financial reporting as of December 31, 2009. Based upon that
evaluation, the General Partner has concluded that the Partnership’s internal
control over financial reporting was effective as of December 31, 2009.  In
making this assessment, management of the General Partner used the framework
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”).
  Management’s
annual report does not include an attestation report of the Partnership’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Partnership’s independent registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Partnership to provide only management’s report in this annual
report.
  ITEM 9B. Other Information
  Not
applicable.
  PART III
  ITEM 10. Directors and Executive
Officers
  The
Partnership has no directors or officers. The General Partner manages and
conducts the business of the Partnership. The General Partner was incorporated
as 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, age 53, 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 and QIM as the trading advisors for
the Partnership.
  Willowbridge
        Richard
G. Faux, Jr., age72, has been Executive Director of Willowbridge since
April 1995.  He has been a principal and an associated person of
Willowbridge since February 1996.  He is Executive Director of Doublewood
and has been a principal of Doublewood since July 2000 and an associated
person of Doublewood since March 1996. He is President and a director of Union
Spring and has been a principal and an associated person of Union Spring since
March 1996.  Mr. Faux oversees administration at Willowbridge and performs
similar duties for Doublewood and Union Spring.  Since March 16, 1995, Mr.
Faux has been president of GTR Capital Corporation, a consulting
firm.  Mr. Faux co-founded MC Baldwin Financial Company (formerly
known as Baldwin Financial Corporation and together with its affiliated
companies, Baldwin Funds and Baldwin Investment Corporation, “MC Baldwin”) in
April 1989 and served as its Co-Chief Executive Officer sharing the oversight of
the operations of the company until April 1995, at which time MC Baldwin was an
international trading manager which developed futures funds for its partner,
Mitsubishi Corporation, and other institutional clients.  Prior to forming
MC Baldwin, Mr. Faux was President and a responsible party of Merrill Lynch
Options/Futures Management Inc., a futures fund subsidiary of Merrill Lynch
Pierce Fenner & Smith, from December 1984 to April 1989.  From October
1986 until October 1989, Mr. Faux was a principal and associated person of
Merrill Lynch Alternative Investments LLC, an asset management
company.  Before Mr. Faux’s joining Merrill Lynch in 1984, it had
raised only $13 million in futures funds.  When he left, the company had
raised $930 million, including one of the first multi-advisor futures
funds.  Previously, he spent four years, from January 1981 through December
1984, at Thomson McKinnon Securities, Inc., a futures commission merchant, where
he helped develop futures funds, including one of the first financial futures
funds.  From August 1977 through January 1981, Mr. Faux was self-employed
acting as advisor on financial projects and developing expertise in financial
futures.  Earlier, Mr. Faux spent ten years from August 1967 through August
1977 as Vice President of the investment management and institutional sales
departments at Kuhn Loeb & Co., an investment bank.  He is a graduate
of Brown University and the Columbia University Graduate School of
Business.
             QIM
            .
  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, 2004 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, 2009, approximately 46,461.0757 Partnership Units were held by 864
Limited Partners and the General Partner. As of December 31, 2008 no person
known to the Partnership beneficially owned more than 5% of the outstanding
Partnership Units.
    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, 2009, 2008, and 2007, the General Partner received a management fee from the
Partnership pursuant to the Partnership Agreement in the amounts
of  $836,129, $629,818 and $580,439,  respectively. For the
years ended December 31, 2009, 2008 and 2007, the General Partner received
administrative charges from the Limited Partners pursuant to the Partnership
Agreement in the amount of  $3,743, $7,179 and $3,952, 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,
2009, 2008 and 2007, the General Partner received net brokerage commissions
of  $3,329,790, $3,131,741 and $2,290,347,  respectively
from the Partnership. Net brokerage commissions represent the gross brokerage
commissions of 4.0% annually of the net asset value of the Class A Interests and
3.0% up to 6.0% annually of the Class B Interests equal to the following
percentages:  Series 1-3%, Series 2-6% and Series 3-5% and from these
amounts, the General Partner paid for 1) actual trading commissions incurred by
the Partnership and 2) 3% to properly registered selling agents as their ongoing
compensation for servicing Class B limited partners. One individual who is
associated with the CTA is also a limited partner of the fund. At December 31,
2009, 2008 and 2007 the individual’s outstanding partnership interest was
$175,992, $211,929 and $157,236, 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 2009 and 2008
  2009
              
              
              2008Audit Fees (1)
              
              $
              158.5
              
              
              $
              133.5Audit-Related Fees
              
              
              -
              
              
              
              -Tax Fees (2)
              
              
              -
              
              
              
              52.5All Other Fees
              
              
              -
              
              
              
              -$
              158.5
              
              
              $
              186
 
 The
General Partner is responsible for approving every engagement of Deloitte &
Touche LLP to perform audit or non-audit services for the Partnership before
Deloitte & Touche LLP is engaged to provide those services. The General
Partner considers whether the provision of any non-audit provisions is
compatible with maintaining Deloitte & Touche LLP’s
independence.
  ___________
  (1) Audit
fees represent fees for professional services provided in connection with the
audit of the Partnership’s annual financial statements and review of the
Partnership’s quarterly financial statements.
  (2) For
2009 and 2008, respectively, tax fees principally included tax compliance
fees.
  PART IV
  ITEM 15. Exhibits and Financial
Statement Schedules.
  Documents
Filed as a Part of This Report.
  1.  
See the Table of Contents to Financial Statements on page F-2, which is
incorporated herein by reference.
  2.  
See the Index to Exhibits, which is incorporated herein by
reference.
 
 SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, RFMC Tactical Advisors, LP has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
  RFMC
TACTICAL ADVISORS, LP
 By:
Ruvane Fund Management Corporation
 Its:
General Partner
  
  
  By: /s/ Robert L.
Lerner
 Robert L.
Lerner, President, Principal Executive Officer and
 Principal
Financial Officer
 Date:
March 31, 2010
    INDEX
TO EXHIBITS
   Exhibit
                Number
      Item Description3.1
                Certificate of
      Limited Partnership for The Willowbridge Fund L.P., dated January 16, 1986(Filed
      as Exhibit 3.1 to the Partnership’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 Partnership’s Form 10, and incorporated by reference
      herein.)3.3
                Form of
      Fourth Amendment to Amended and Restated Limited Partnership Agreement for
      the Partnership10.1
                Trading Advisor
      Agreement between the General Partner and Willowbridge, dated April 1,
      1991(Filed
      as Exhibit 10.1 to the Partnership’s Form 10, and incorporated by
      reference herein.)10.2
                Commodity
      Trading Advisory Agreement between the Partnership and QIM dated February
      19, 201014.1
                General
      Partner Code of Ethics (Filed as Exhibit 14.1 to the Partnershp's Form
      10-K for the fiscal year ending December 31, 2005 and incorporated by
      reference herein)31.1
                Rule
      13a-14(a)/13d-14(a) Certifications32.1
                Section
      1350 Certification
  
  RFMC
TACTICAL ADVISORS FUND, L.P.
  FINANCIAL
STATEMENTS
  As of
December 31, 2009 and 2008 and
 for the
Years Ended December 31, 2009, 2008 and 2007
  
    RFMC
TACTICAL ADVISORS  FUND, L.P.
  ______________________
  TABLE OF
CONTENTS
 ______________________
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRMFINANCIAL
      STATEMENTS:Statements
      of Financial Conditionas
      of December 31, 2009 and 2008Condensed
      Schedules of Investmentsas
      of December 31, 2009 and 2008Statements
      of Income (Loss) for theYears
      Ended December 31, 2009, 2008 and 2007Statements
      of Changes in Partners’ Capital (Net Asset Value)for
      the Years Ended December 31, 2009, 2008 and 2007Notes to Financial
Statements
    
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Partners of RFMC Tactical Advisors Fund, L.P.:
  We have
audited the accompanying statements of financial condition of RFMC Tactical
Advisors Fund, L.P. (formerly RFMC Willowbridge Fund, L.P.) (the “Partnership”),
including the condensed schedules of investments, as of December 31, 2009 and
2008, and the related statements of income (loss) and changes in partners’
capital (net asset value) for each of the three years in the period ended
December 31, 2009. These financial statements are the responsibility of the
General Partner . 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, the financial statements referred to above present fairly, in all
material respects, the financial position of RFMC Tactical Advisors Fund, L.P.
as of December 31, 2009 and 2008, and the results of its operations and changes
in its partners’ capital (net asset value) for each of the three years in the
period ended December 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.
  
  /s/
Deloitte & Touche LLP
  Princeton,
NJ
  March 31,
2010
 
 
 RFMC
TACTICAL ADVISORS FUND, L.P.
 STATEMENTS OF FINANCIAL CONDITION
 As of
December 31, 2009 and 2008
 _______________
  2009
              
              
              2008ASSETSEQUITY
      IN COMMODITY FUTURES TRADING ACCOUNTS:Due
      from brokers (including margin deposits of $4,650,422 for 2009 and
      $7,174,146 for 2008)
              
              $
              6,528,616
              
              
              $
              15,776,688Net
      unrealized gains on open positions
              
              
              1,954,440
              
              
              
              1,855,9398,483,056
              
              
              
              17,632,627CASH
      AND CASH EQUIVALENTS
              
              
              57,806,331
              
              
              
              71,244,781DUE
      FROM GENERAL PARTNER
              
              
              55,153
              
              
              
              22,837TOTAL
      ASSETS
              
              $
              66,344,540
              
              
              $
              88,900,245LIABILITIES
      AND PARTNERS’ CAPITAL LIABILITIES:Prepaid
      subscriptions
              
              $
              100,000
              
              
              $
              2,244,600Redemptions
      payable
              
              
              460,726
              
              
              
              1,161,160Other
      accrued expenses
              
              
              220,025
              
              
              
              295,351Accrued
      management fees
              
              
              173,527
              
              
              
              200,286Accrued
      incentive fees
              
              
              0
              
              
              
              1,385,933TOTAL
      LIABILITIES
              
              
              954,278
              
              
              
              5,287,330PARTNERS’
      CAPITALLimited
      partners – Class A (3,328.8303 and 3,484.3295 fully redeemable units
      at December 31, 2009 and 2008, respectively)
              
              
              26,690,125
              
              
              
              34,906,553Limited
      partners – Class B (43,015.3837 and 42,617.9896 fully redeemable units
      at December 31, 2009 and 2008, respectively)
              
              
              37,763,154
              
              
              
              47,577,754General
      partner – Class A (116.8617 and 112.6562 fully redeemable units at
      December 31, 2009 and 2008, respectively)
              
              
              936,983
              
              
              
              1,128,608TOTAL
      PARTNERS’ CAPITAL (NET ASSET VALUE)
              
              
              65,390,262
              
              
              
              83,612,915TOTAL
      LIABILITIES AND PARTNERS’ CAPITAL
              
              $
              66,344,540
              
              
              $
              88,900,245NET
      ASSET VALUE PER UNIT –Class
      A (based on Partners’ Capital of $27,627,108 and $36,035,161 and
      3,445.6920 and 3,596.9857 fully redeemable units
      outstanding)
              
              $
              8,017.87
              
              
              $
              10,018.16Class
      B Series 1 – (based on Partners’ Capital of $3,339,684 and $4,038,256
      and 3,232.6375 and 3,160.4326 fully redeemable units
      outstanding)
              
              $
              1,033.11
              
              
              $
              1,277.75Class
      B Series 2 – (based on Partners’ Capital of $34,346,892 and
      $43,442,833 and 39,711.9928 and 39,386.8036 fully redeemable units
      outstanding)
              
              $
              864.90
              
              
              $
              1,102.98Class
      B Series 3 – (based on Partners’ Capital of $76,578 and $96,665 and
      70.7534 and 70.7534 fully redeemable units outstanding)
              
              $
              1,082.32
              
              
              $
              1,366.22
 See Notes
to Financial Statements
    RFMC
TACTICAL ADVISORS FUND, L.P.
 CONDENSED SCHEDULES OF INVESTMENTS
 As of
December 31, 2009
 _______________
  LONG FUTURES CONTRACTSCommodity Futures Industry
      Sector
              
              Unrealized
      Gain (Loss), Net
              
              
              % of Partners’Capital*Currencies
              
              $
              35,980
              
              
              
              0.055
              %Energy
              
              
              74,638
              
              
              
              0.114
              %Grains
              
              
              83,277
              
              
              
              0.127
              %Interest
      rates
              
              
              (18,706
              )
              
              
              (0.028
              )%Livestock
              
              
              14,180
              
              
              
              0.022
              %Metals
              
              
              (309,693
              )
              
              
              (0.474
              )%Tropical
      products
              
              
              367,691
              
              
              
              0.562
              %Total
      long futures contracts
              
              $
              247,367
              
              
              
              0.378
              %SHORT FUTURES CONTRACTSCommodity Futures Industry
      Sector
              
              Unrealized
      Gain (Loss), Net
              
              
              % of Partners’Capital*Currencies
              
              $
              1,275,519
              
              
              
              1.951
              %Interest
      rates
              
              
              416,704
              
              
              
              0.637
              %Tropical
      products
              
              
              14,850
              
              
              
              0.023
              %Total
      short futures contracts
              
              $
              1,707,073
              
              
              
              2.611
              %Total
      futures contracts
              
              $
              1,954,440
              
              
              
              2.989
              %
  *    No
single contract’s value exceeds 5% of partners’ capital.
  See Notes
to Financial Statements
  
    RFMC
TACTICAL ADVISORS FUND, L.P.
 CONDENSED
SCHEDULES OF INVESTMENTS (CONTINUED)
 As of
December 31, 2008
 _______________
  LONG FUTURES CONTRACTSUnrealized
      Gain
                (Loss), Net
              
              
              % of Partners’Capital*Commodity Futures Industry
      SectorCurrencies
              
              $
              174,405
              
              
              
              0.209
              %Energy
              
              
              (23,300
              )
              
              
              (0.028
              )%Grains
              
              
              266,193
              
              
              
              0.318
              %Interest
      rates
              
              
              1,469,196
              
              
              
              1.757
              %Metals
              
              
              126,965
              
              
              
              0.152
              %Tropical
      products
              
              
              36,300
              
              
              
              0.043
              %Total
      long futures contracts
              
              $
              2,049,759
              
              
              
              2.451
              %SHORT FUTURES CONTRACTSUnrealized
      Gain (Loss), Net
              
              
              % of Partners’Capital*Commodity Futures Industry
      SectorEnergy
              
              $
              18,580
              
              
              
              0.022
              %Metals
              
              
              (188,475
              )
              
              
              (0.225
              )%Tropical
      products
              
              
              (23,925
              )
              
              
              (0.029
              )%Total
      short futures contracts
              
              $
              (193,820
              )
              
              
              (0.232
              )%Total
      futures contracts
              
              $
              1,855,939
              
              
              
              2.219
              %
  *     No
single contract’s value exceeds 5% of partners’ capital.
  See Notes
to Financial Statements
  
    RFMC
TACTICAL ADVISORS FUND, L.P.
 STATEMENTS OF INCOME (LOSS)
 For the
Years Ended December 31, 2009, 2008 and 2007
 _______________
  2009
              
              
              2008
              
              
              2007NET
      INVESTMENT INCOME (LOSS)Income:Interest
      income
              
              $
              244,969
              
              
              $
              1,567,450
              
              
              $
              2,578,523Expenses:Brokerage
      commissions
              
              
              3,880,558
              
              
              
              3,617,242
              
              
              
              2,891,340Incentive
      fees
              
              
              0
              
              
              
              6,608,202
              
              
              
              720,556Management
      fees
              
              
              1,595,158
              
              
              
              1,379,819
              
              
              
              1,184,541Professional
      fees
              
              
              241,949
              
              
              
              274,546
              
              
              
              214,850Accounting,
      administrative fees and
                other
      expenses
              
              
              519,815
              
              
              
              393,267
              
              
              
              368,850Total
      expenses
              
              
              6,237,480
              
              
              
              12,273,076
              
              
              
              5,380,137Net
      investment loss
              
              
              (5,992,511
              )
              
              
              (10,705,626
              )
              
              
              (2,801,614
              )TRADING
      PROFITS (LOSSES)Profits
      (losses) on trading of commodity futures:Net
      realized gains (losses) on closed positions
              
              
              (11,940,287
              )
              
              
              30,656,057
              
              
              
              16,634,080Change
      in net unrealized gains (losses) on
                open
      positions
              
              
              98,501
              
              
              
              (125,827
              )
              
              
              (1,170,954
              )Total
      trading profits (losses)
              
              
              (11,841,786
              )
              
              
              30,530,230
              
              
              
              15,463,126NET
      INCOME (LOSS)
              
              $
              (17,834,297
              )
              
              $
              19,824,604
              
              
              $
              12,661,512NET
      INCOME (LOSS) PER UNITClass
      A
              
              $
              (2,002.29
              )
              
              $
              2,462.90
              
              
              $
              1,443.17Class
      B – Series 1
              
              $
              (252.81
              )
              
              $
              319.22
              
              
              $
              191.02Class
      B – Series 2
              
              $
              (241.77
              )
              
              $
              251.41
              
              
              $
              143.11Class
      B – Series 3
              
              $
              (283.90
              )
              
              $
              324.11
              
              
              $
              149.40
 
 See Notes
to Financial Statements
  
    RFMC
TACTICAL ADVISORS FUND, L.P.
 STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET
VALUE)
 For the
Years Ended December 31, 2009, 2008 and 2007
 _______________
  CLASS AGeneral Partner
              
              
              Limited Partners
              
              
              TotalUnits
              
              
              Amount
              
              
              Units
              
              
              Amount
              
              
              Class APARTNERS’
      CAPITAL,DECEMBER
      31, 2006
              
              
              139.6025
              
              
              $
              853,304
              
              
              
              4,648.9724
              
              
              $
              28,416,300
              
              
              $
              29,269,604Subscriptions
              
              
              1.3445
              
              
              
              8,446
              
              
              
              403.4325
              
              
              
              2,450,407
              
              
              
              2,458,853Redemptions
              
              
              (30.9231
              )
              
              
              (200,000
              )
              
              
              (1,037.3432
              )
              
              
              (7,135,389
              )
              
              
              (7,335,389
              )Transfers
              
              
              -
              
              
              
              -
              
              
              
              (4.2373
              )
              
              
              (24,118
              )
              
              
              (24,118
              )Net
      income
              
              
              -
              
              
              
              170,817
              
              
              
              -
              
              
              
              6,643,278
              
              
              
              6,814,095PARTNERS’
      CAPITAL,DECEMBER
      31, 2007
              
              
              110.0239
              
              
              
              832,567
              
              
              
              4,010.8244
              
              
              
              30,350,478
              
              
              
              31,183,045Subscriptions
              
              
              2.6323
              
              
              
              23,635
              
              
              
              345.8006
              
              
              
              3,108,374
              
              
              
              3,132,009Redemptions
              
              
              -
              
              
              
              -
              
              
              
              (872.2955
              )
              
              
              (7,732,707
              )
              
              
              (7,732,707
              )Net
      income
              
              
              -
              
              
              
              272,406
              
              
              
              -
              
              
              
              9,180,408
              
              
              
              9,452,814PARTNERS’
      CAPITAL,DECEMBER
      31, 2008
              
              
              112.6562
              
              
              
              1,128,608
              
              
              
              3,484.3295
              
              
              
              34,906,553
              
              
              
              36,035,161Subscriptions
              
              
              4.2055
              
              
              
              38,551
              
              
              
              456.6832
              
              
              
              4,251,335
              
              
              
              4,289,886Redemptions
              
              
              -
              
              
              
              -
              
              
              
              (612.1824
              )
              
              
              (5,507,837
              )
              
              
              (5,507,837
              )Net
      (loss)
              
              
              -
              
              
              
              (230,176
              )
              
              
              -
              
              
              
              (6,959,926
              )
              
              
              (7,190,102
              )PARTNERS’
      CAPITAL,DECEMBER
      31, 2009
              
              
              116.8617
              
              
              $
              936,983
              
              
              
              3,328.8303
              
              
              $
              26,690,125
              
              
              $
              27,627,108
 
 
 CLASS B LIMITED PARTNERSSeries 1
              
              
              Series 2
              
              
              Series 3
              
              
              TotalUnits
              
              
              Amount
              
              
              Units
              
              
              Amount
              
              
              Units
              
              
              Amount
              
              
              Class BPARTNERS’
      CAPITAL,DECEMBER
      31, 2006
              
              
              2,871.3178
              
              
              $
              2,194,998
              
              
              
              37,829.1688
              
              
              $
              26,477,077
              
              
              
              120.2534
              
              
              $
              102,226
              
              
              $
              28,774,301Subscriptions
              
              
              403.6256
              
              
              
              315,000
              
              
              
              3,389.7234
              
              
              
              2,400,000
              
              
              
              -
              
              
              
              -
              
              
              
              2,715,000Redemptions
              
              
              (214.7167
              )
              
              
              (164,833
              )
              
              
              (7,358.6034
              )
              
              
              (5,356,996
              )
              
              
              (49.5000
              )
              
              
              (40,296
              )
              
              
              (5,562,125
              )Transfers
              
              
              33.7937
              
              
              
              24,118
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              24,118Net
      income
              
              
              -
              
              
              
              587,816
              
              
              
              -
              
              
              
              5,247,798
              
              
              
              -
              
              
              
              11,803
              
              
              
              5,847,417PARTNERS’
      CAPITAL,DECEMBER
      31, 2007
              
              
              3,094.0204
              
              
              
              2,957,099
              
              
              
              33,860.2888
              
              
              
              28,767,879
              
              
              
              70.7534
              
              
              
              73,733
              
              
              
              31,798,711Subscriptions
              
              
              359.7202
              
              
              
              447,451
              
              
              
              8,432.3128
              
              
              
              8,249,515
              
              
              
              -
              
              
              
              -
              
              
              
              8,696,966Redemptions
              
              
              (293.3080
              )
              
              
              (318,000
              )
              
              
              (2,905.7980
              )
              
              
              (2,971,713
              )
              
              
              -
              
              
              
              -
              
              
              
              (3,289,713
              )Net
      income
              
              
              -
              
              
              
              951,706
              
              
              
              -
              
              
              
              9,397,152
              
              
              
              -
              
              
              
              22,932
              
              
              
              10,371,790PARTNERS’
      CAPITAL,DECEMBER
      31, 2008
              
              
              3,160.4326
              
              
              
              4,038,256
              
              
              
              39,386.8036
              
              
              
              43,442,833
              
              
              
              70.7534
              
              
              
              96,665
              
              
              
              47,577,754Subscriptions
              
              
              738.4154
              
              
              
              871,335
              
              
              
              7,862.3246
              
              
              
              8,158,079
              
              
              
              -
              
              
              
              -
              
              
              
              9,029,414Redemptions
              
              
              (666.2105
              )
              
              
              (750,726
              )
              
              
              (7,537.1354
              )
              
              
              (7,449,093
              )
              
              
              -
              
              
              
              -
              
              
              
              (8,199,819
              )Net
      (loss)
              
              
              -
              
              
              
              (819,181
              )
              
              
              -
              
              
              
              (9,804,927
              )
              
              
              -
              
              
              
              (20,087
              )
              
              
              (10,644,195
              )PARTNERS’
      CAPITAL,DECEMBER
      31, 2009
              
              
              3,232.6375
              
              
              $
              3,339,684
              
              
              
              39,711.9928
              
              
              $
              34,346,892
              
              
              
              70.7534
              
              
              $
              76,578
              
              
              $
              37,763,154
 
 See Notes
to Financial Statements
    RFMC
TACTICAL ADVISORS FUND, L.P.
 NOTES TO FINANCIAL STATEMENTS
 For the
Years Ended December 31, 2009, 2008 and 2007
 _______________
  1.           PARTNERSHIP
ORGANIZATION
  RFMC
Tactical Advisors Fund, L.P. (formerly, RFMC 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 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 maintain $1,000 in the
Partnership.
  In
accordance with the amendment to Section 5 of the Agreement, effective January
16, 2003, the Partnership offers separate classes of limited partnership
interests, whereby interests which were issued prior to January 16, 2003 by the
Partnership will be designated as Class A interests.  The Partnership
also offers Class B limited partnership interests through a private offering
pursuant to Regulation D as adopted under section 4(2) of the Securities Act of
1933, as amended.  The Partnership will offer the Class B interests up
to an aggregate of $100,000,000; provided that the General Partner may increase
the amount of interests that will be offered in increments of $10,000,000 after
notice to the limited partners.  Commissions for the Class B interests
will differ from those of the Class A interests, but in all other respects the
Class A interests and the Class B interests will be identical.  The
Class A interests and Class B interests will also be traded pursuant to the same
trading 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.           Method
of Reporting
  The
Partnership’s financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America.  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.  Actual results could differ from these
estimates.
  Effective
July 1, 2009, the Financial Accounting Standards Board (“FASB”) implemented the
FASB Accounting Standards CodificationTM (“ASC” or “the Codification”) as the
single source of U.S. generally accepted accounting principles (“U.S. GAAP”) for
interim and annual periods ending after September 15, 2009.  The
Codification did not change U.S. GAAP, but combines all authoritative standards
into a comprehensive, topically organized database.  With the
Codification, FASB also established one level of authoritative GAAP, other than
guidance issued by the SEC.  All other accounting literature excluded
from the Codification is considered non-authoritative.
  The
Partnership has elected not to provide a statement of cash flows as permitted
under ASC Topic 230, Statement
of Cash Flows (standards formerly established under FASB Statement of
Financial Accounting Standards No. 102, “Statement of Cash Flows – Exemption
of Certain Enterprises and Classification of Cash Flows from Certain Securities
Acquired for Resale”).
  B.           Cash
and Cash Equivalents
  The
Partnership has defined cash and cash equivalents as cash and short-term, highly
liquid investments with maturities of three months or less when
acquired. Money market mutual funds, which are included in cash
equivalents, are classified as Level 1 fair value estimates (unadjusted quoted
prices in active markets for identical assets) under the fair value hierarchy
provisions as described in ASC Topic 820, Fair Value Measurements and
Disclosures (standards formerly established under FASB Statement of
Financial Accounting Standards No. 157, Fair Value Measurements or
“FAS No. 157”). At December 31, 2009 and 2008, the Partnership had investments
in money market mutual funds of $55,446,370 and $66,112,178, respectively. 
Interest received on cash deposits and dividends received from money market
funds are incuded as interests income and recognized on an accrual
basis.
  C.           Due
from Brokers
  Due from
brokers represents deposits required to meet margin requirements and excess
funds not required for margin.  Due from brokers at December 31, 2009
and 2008 consisted of cash on deposit with the brokers of $6,528,616 and
$15,776,688, respectively.  The Partnership is subject to credit risk
to the extent any broker with whom the Partnership conducts business is unable
to deliver cash balances or securities, or clear securities transactions on the
Partnership’s behalf.  The General Partner monitors the financial
condition of the brokers with which the Partnership conducts business and
believes that the likelihood of loss under the aforementioned circumstances is
remote.
  D.           Investments
in Commodity Futures Contracts
  Investments
in commodity futures contracts are recorded on the trade date and open contracts
are recorded in the financial statements at their fair value on the last
business day of the reporting period, based on quoted market
prices.  Accordingly, such contracts are classified as Level 1 fair
value estimates under the fair value hierarchy as described within ASC Topic
820.  Gains or losses are realized when contracts are liquidated, on a
first-in-first-out basis.  Realized gains are netted with realized
losses for financial reporting purposes and shown under the caption “Net
realized gains (losses) on closed positions” in the Statements of Income
(Loss).
  As each
broker has the individual right of offset, the Partnership presents the
aggregate net unrealized gains with such brokers as “Net unrealized gains on
open positions” and the aggregate net unrealized (losses) with such brokers as
“Net unrealized (losses) on open positions” in the Statement of Financial
Condition.  The net unrealized gains on open positions from one broker
are not offset against net unrealized (losses) on open positions from another
broker in the Statements of Financial Condition.  The unrealized gains
or losses on open contracts is the difference between contract trade price and
quoted market price.
  Any
change in unrealized gain or loss from the preceding period is reported in the
Statements of Income (Loss) under the caption “Change in net unrealized gains
(losses) on open positions.”
 
 E.            Brokerage
Commissions
  The Class
A limited partners pay to the General Partner a flat brokerage commission of 4%
annually of the net asset value of the Class A limited partners’ capital as of
the beginning of each month.  Class B limited partners pay to the
General Partner a flat brokerage commission equal to the following percentages
of each Series’ applicable net asset value:  Series 1 – 3%, Series 2 –
6%, and Series 3 – 5%.  From these amounts, the General Partner paid
for 1) actual trading commissions incurred by the Partnership of $550,768,
$485,501 and $600,993 for the years ended December 31, 2009, 2008 and 2007,
respectively, and 2)  3% to properly registered selling agents as their
ongoing compensation for servicing Class B limited partners (and to the extent
the amount is less than 3%, the brokerage commissions with respect to such Class
B limited partnership interests will be reduced accordingly).
  Brokerage
commissions charged to each Class or Series of class were as
follows:
  2009
              
              
              2008
              
              
              2007Class
      A
              
              $
              1,321,948
              
              
              $
              1,335,811
              
              
              $
              1,214,858Class
      B – Series 1
              
              
              114,759
              
              
              
              99,417
              
              
              
              74,864Class
      B – Series 2
              
              
              2,439,438
              
              
              
              2,177,785
              
              
              
              1,598,119Class
      B – Series 3
              
              
              4,413
              
              
              
              4,229
              
              
              
              3,499Total
              
              $
              3,880,558
              
              
              $
              3,617,242
              
              
              $
              2,891,340
 
 As of
December 31, 2009 and 2008, $55,153 and $22,837, respectively, were due from the
General Partner for reimbursement of brokerage commissions advanced by the
Partnership.
  F.           Allocation
of Income (Loss)
  Net
realized and unrealized trading profits and losses, interest income and other
operating income and expenses, except Class or Series specific commission
charges, are allocated to the partners monthly in proportion to their capital
account balances, as defined in the Agreement.  Class and/or Series
specific commission charges are allocated monthly to the partners of the
respective Class and/or Series in proportion to their respective capital account
balances within the Class and/or Series.
  G.           Incentive
Fees
  Willowbridge
Associates, Inc. (“Willowbridge”), the Commodity Trading Advisor (“Advisor”) 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 Advisor receives 25% of any new profits, as defined in
the Agreement.  The term “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.  No incentive fees were earned in 2009.  For
the years ended December 31, 2009, 2008 and 2007, the Advisor earned incentive
fees of $0, $6,608,202 and $720,556, respectively.
  H.           Management
Fees
  The
General Partner is paid an annual management fee equal to 1% of the net assets
of the Partnership (as defined in the Agreement) as of the last day of the
previous fiscal year.  Such annual fee is paid in advance at the
beginning of the respective year and is amortized by the Partnership on a
straight-line basis over twelve months.  For the years ended December
31, 2009, 2008 and 2007, such annual fees amounted to $836,130, $629,818 and
$580,439, respectively.
  In
addition to the management fee paid to the General Partner, the Partnership pays
Willowbridge a quarterly management fee of 0.25% (1% per year) of the net asset
value of the Partnership.  These fees amounted to $759,028, $750,001
and $604,102 in 2009, 2008 and 2007, respectively.  As of
December 31, 2009 and December 31, 2008, $173,527 and $200,286,
respectively, were due to Willowbridge.
  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.
  The
Partnership accounts for uncertainties in income tax positions taken or expected
to be taken according to provisions within ASC Topic 740, Income Taxes, (such
provisions formerly established pursuant to FASB Interpretation No. 48 entitled
“Accounting for Uncertainty in
Income Taxes – an interpretation of FASB Statement No.
109”.)  The Partnership has elected an accounting policy to
classify interest and penalties, if any, as interest expense.
  The
Partnership files U.S. federal and state tax returns.  The 2006
through 2009 tax years generally remain subject to examination by U.S. federal
and most state authorities.
  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 1% initial administrative fee on all limited
partner unit subscriptions.  The General Partner may waive this charge
for limited partners who are its affiliates or for other limited partners in its
sole discretion.  Subscription proceeds to the Partnership are
recorded net of these charges.  For the years ended December 31, 2009,
2008 and 2007, the General Partner received initial administrative fees $3,743,
$7,179 and $3,952, 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 with at least ten days written notice to the
General Partner.
  M.           Foreign
Currency Transactions
  The
Partnership’s functional currency is the U.S. dollar; however, it transacts
business in currencies other than the U.S. dollar.  Assets and
liabilities denominated in currencies other than the U.S. dollar are translated
into U.S. dollars at the rates in effect at the date of the Statements of
Financial Condition. Income and expense items denominated in currencies other
than the U.S. dollar are translated into U.S. dollars at the rates in effect
during the period.  Gains (losses) resulting from the translation to
U.S. dollars totaled $(13,398), $172,281 and $(34,901) for the years ended
December 31, 2009, 2008 and 2007, respectively, and are reported as a component
of “Net realized gains (losses) on closed positions” in the Statements of Income
(Loss).
  N.           Recently
Issued Accounting Pronouncement
  On
January 21, 2010, the Financial Accounting Standards Board issued Accounting
Standards Update 2010-06, Improving Disclosures
about Fair Value Measurements (“ASU 2010-06”).  ASU 2010-06
amends ASC Topic 820, Fair Value Measurements
and Disclosures, to add new requirements for disclosures about transfers
into and out of Levels 1 and 2 and separate disclosures about purchases, sales,
issuances, and settlements relating to Level 3 measurements.  It also
clarifies existing fair value disclosures about the level of disaggregation and
about inputs and valuation techniques used to measure fair value.  The
application of ASU 2010-06 is required for fiscal years and interim periods
beginning after December 15, 2009, except for disclosures about purchases,
sales, issuances, and settlements relating to Level 3 measurements, which are
required for fiscal years beginning after December 15, 2010 and for interim
periods within those fiscal years.  At this time, the Partnership’s
management is evaluating the implications of ASU 2010-06.
 O.
              Indemnifications
  The
Partnership has entered into agreements which provide for the indemnifications
against losses, costs, claims and liabilities arising from the performance of
their individual obligations under such agreements, except for gross negligence
or bad faith.  The Partnership has had no prior claims or payments
pursuant to these agreements.  The Partnership’s individual maximum
exposure under these arrangements is unknown, as this would involve future
claims that may be made against the Partnership that have not yet occurred.
However, based on previous experience, the Partnership expects the risk of loss
to be remote.
  3.           FAIR
VALUE
  Fair
value of an investment is the amount that would be received to sell the
investment in an orderly transaction between market participants at the
measurement date (i.e. the exit price).
  The fair
value hierarchy, as more fully described in ASC Topic 820, Fair Value Measurements and
Disclosures, prioritizes and ranks the level of market price
observability used in measuring investments at fair value.  Market
price observability is impacted by a number of factors, including the type of
investment and the characteristics specific to the
investment.  Investments with readily available active quoted prices
or for which fair value can be measured from actively quoted prices generally
will have a higher degree of market price observability and a lesser degree of
judgment used in measuring fair value.
  Investments
measured and reported at fair value are classified and disclosed in one of the
following categories:
  Level 1 –
Quoted prices are available in active markets for identical investments as of
the reporting date.  The type of investments included in Level 1 are
publicly traded investments.  As required by ASC Topic 820, Fair Value Measurements and
Disclosures, the Partnership does not adjust the quoted price for these
investments even in situations where the Partnership holds a large position and
a sale could reasonably impact the quoted price.
  Level 2 –
Pricing inputs are other than quoted prices in active markets, which are either
directly or indirectly observable as of the reporting date, and fair value is
determined through the use of models or other valuation
methodologies.  Investments which are generally included in this
category are investments valued using market data.
  Level 3 –
Pricing inputs are unobservable and include situations where there is little, if
any, market activity for the investment.  Fair value for these
investments are determined using valuation methodologies that consider a range
of factors, including but not limited to the price at which the investment was
acquired, the nature of the investment, local market conditions, trading values
on public exchanges for comparable securities, current and projected operating
performance and financing transactions subsequent to the acquisition of the
investment.  The inputs into the determination of fair value require
significant management judgment.  Due to the inherent uncertainty of
these estimates, these values may differ materially from the values that would
have been used had a ready market for these investments
existed.  Investments that are included in this category generally are
privately held debt and equity securities.
  In
certain cases, the inputs used to measure fair value may fall into different
levels of the fair value hierarchy.  In such cases, an investment’s
level within the fair value hierarchy is based on the lowest level of input that
is significant to the fair value measurement.  The General Partner’s
assessment of the significance of a particular input to the fair value
measurement in its entirety requires judgment, and considers factors specific to
the investment.
  The
following table summarizes the valuation of the Partnership’s investments by the
above fair value hierarchy levels:
  As of December 31, 2009Total
              
              
              Level 1
              
              
              Level 2
              
              
              Level 3Futures
      contracts
              
              $
              1,954,440
              
              
              $
              1,954,440
              
              
              
              N/A
              
              
              
              N/AMoney
      market mutual funds
              
              
              55,446,370
              
              
              
              55,446,370
              
              
              
              N/A
              
              
              
              N/ATotal
      fair value
              
              $
              57,400,810
              
              
              $
              57,400,810
 
 As of December 31, 2008Total
              
              
              Level 1
              
              
              Level 2
              
              
              Level 3Futures
      contracts
              
              $
              1,855,939
              
              
              $
              1,855,939
              
              
              
              N/A
              
              
              
              N/AMoney
      market mutual funds
              
              
              66,112,178
              
              
              
              66,112,178
              
              
              
              N/A
              
              
              
              N/ATotal
      fair value
              
              $
              67,968,117
              
              
              $
              67,968,117
 
 4.           DERIVATIVE
INSTRUMENTS
  The
Partnership engages in the speculative trading of futures contracts in
currencies, interest rates and a wide range of commodities, including energy and
metals (collectively “derivatives”) for the purpose of achieving capital
appreciation.  Since the derivatives held or sold by the Partnership
are for speculative trading purposes, the derivative instruments are not
designated as hedging instruments as defined in ASC Topic 815,Derivatives and Hedging
(formerly defined under FASB Statement of Accounting Standards No. 161, “Disclosures About Derivative
Instruments and Hedging Activities – An Amendment to FASB Statement No.
133”).
  Under
provisions of ASC Topic 815, Derivatives and Hedging,
entities are required to recognize all derivative instruments as either assets
or liabilities at fair value in the statement of financial
condition.  Investments in futures contracts are reported in the
Statements of Financial Condition as “Net unrealized gains on open
positions”.
  The fair
value of the Partnership's derivative contracts is presented below on a gross
basis as an asset if in a gain position and a liability if in a loss
position.
  As of December 31, 2009Assets
              
              
              Liabilities
              
              
              NetCurrencies
              
              $
              1,331,189
              
              
              $
              (19,690
              )
              
              $
              1,311,499Energy
              
              
              90,611
              
              
              
              (15,973
              )
              
              
              74,638Grains
              
              
              94,014
              
              
              
              (10,737
              )
              
              
              83,277Interest
      rates
              
              
              422,652
              
              
              
              (24,654
              )
              
              
              397,998Livestock
              
              
              14,180
              
              
              
              0
              
              
              
              14,180Metals
              
              
              180,087
              
              
              
              (489,780
              )
              
              
              (309,693
              )Tropical
      products
              
              
              404,711
              
              
              
              (22,170
              )
              
              
              382,541Totals
              
              $
              2,537,444
              
              
              $
              (583,004
              )
              
              $
              1,954,440
 
 Realized
gains and losses, as well as any change in net unrealized gains or losses on
open positions from the preceding period, are recognized as part of the
Partnership’s trading profits and losses in the Statements of Income
(Loss).
  The
Partnership’s trading results for the years ended December 31, 2009 and
information related to the volume of the Partnership’s derivative activity for
the year ended December 31, 2009 by market sector were as follows:
  For the year ended December 31,
      2009Net
      Realized Gains (Losses)
              
              
              Change
      in
                Net
      Unrealized Gains
    (Losses)
              
              
              Net
      Trading Profits
    (Losses)
              
              
              Number
      of Round Turn ContractsCurrencies
              
              $
              (2,545,505
              )
              
              $
              1,137,094
              
              
              $
              (1,408,411
              )
              
              
              20,724Energy
              
              
              (4,592,318
              )
              
              
              79,358
              
              
              
              (4,512,960
              )
              
              
              13,866Grains
              
              
              (798,816
              )
              
              
              (182,916
              )
              
              
              (981,732
              )
              
              
              24,214Interest
      rates
              
              
              (4,289,638
              )
              
              
              (1,071,198
              )
              
              
              (5,360,836
              )
              
              
              39,012Livestock
              
              
              (236,110
              )
              
              
              14,180
              
              
              
              (221,930
              )
              
              
              1,574Metals
              
              
              2,817,709
              
              
              
              (248,183
              )
              
              
              2,569,526
              
              
              
              7,730Tropical
      products
              
              
              (2,295,609
              )
              
              
              370,166
              
              
              
              (1,925,443
              )
              
              
              7,938Total
              
              $
              (11,940,287
              )
              
              $
              98,501
              
              
              $
              (11,841,786
              )
              
              
              115,058
  A.           Market
Risk
  Derivative
financial instruments involve varying degrees of off-balance sheet market risk
whereby changes in the level of volatility of interest rates, foreign currency
exchange rates or market values of the 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 reported
at fair value with the resulting unrealized gains (losses) recorded in the
Statements of Financial Condition and the related trading profits (losses)
reflected in “Trading Profits (Losses)” in the Statements of Income
(Loss).  Open contracts generally mature within 90 days; as of
December 31, 2009 and December 31, 2008, the latest maturity dates for open
contracts are September 2010 and March 2010, respectively.
  C.           Credit
Risk
  Futures
are contracts for delayed delivery of financial interests in which the seller
agrees to make delivery at a specified future date of a specified financial
instrument at a specified price or yield.  Risk arises from changes in
the fair value of the underlying instruments.  Any credit risk due to
counterparty nonperformance associated with these instruments is reflected in
the “Net unrealized gains on open positions” and “Net unrealized losses on open
positions” in the Statements of Financial Condition.  The
Partnership’s counterparties are major brokerage firms and banks located in the
United States, or their foreign affiliates.
  The risks
associated with exchange-traded contracts are typically perceived to be less
than those associated with over-the-counter transactions, because exchanges
typically (but not universally) provide clearing house arrangements in which the
collective credit (in some cases limited in amount, in some cases not) of the
members of the exchange is pledged to support the financial integrity of the
exchange, whereas in over-the-counter transactions, traders must rely solely on
the credit of their respective individual counterparties. Margins, which may be
subject to loss in the event of a default, are generally required in exchange
trading, and counterparties may require margin in the over-the-counter
markets.
  D.           Risk
Monitoring
  Due to
the speculative nature of the Partnership’s derivatives trading activity, the
Partnership is subject to the risk of substantial losses from derivatives
trading.  The General Partner actively assesses, manages, and monitors
risk exposure on derivatives on a contract basis, a market sector basis, and on
an overall basis in accordance with established risk parameters.
  5.           FINANCIAL
HIGHLIGHTS
  The
following information presents per unit operating performance data and other
supplemental financial data for the years ended December 31, 2009, 2008 and
2007.  This information has been derived from information presented in
the financial statements.
  For the Year Ended December 31,
      2009Class A
              
              
              Class
      B
                Series 1
              
              
              Class
      B
                Series 2
              
              
              Class
      B
                Series 3Per
      Unit Operating Performance
                (for
      a Unit outstanding for the entire year)Net
      Asset Value, Beginning of the year
              
              $
              10,018.16
              
              
              $
              1,277.75
              
              
              $
              1,102.98
              
              
              $
              1,366.22Income
      (loss) from operationsNet
      investment loss
              
              
              (618.31
              )
              
              
              (67.59
              )
              
              
              (87.44
              )
              
              
              (96.35
              )Net
      trading (losses)
              
              
              (1,381.98
              )
              
              
              (177.05
              )
              
              
              (150.64
              )
              
              
              (187.55
              )Net
      (loss)
              
              
              (2,000.29
              )
              
              
              (244.64
              )
              
              
              (238.08
              )
              
              
              (283.90
              )Net
      Asset Value, End of the year
              
              $
              8,017.87
              
              
              $
              1,033.11
              
              
              $
              864.90
              
              
              $
              1,082.32Total
      Return(1)
              
              
              (19.97
              )%
              
              
              (19.15
              )%
              
              
              (21.59
              )%
              
              
              (20.78
              )%Supplemental
      DataRatios
      to average net asset value
                Expenses
              
              
              7.23
              %
              
              
              6.24
              %
              
              
              9.31
              %
              
              
              8.15
              %Net
      investment loss
              
              
              (6.90
              )%
              
              
              (5.92
              )%
              
              
              (8.99
              )%
              
              
              (7.83
              )%
 
 
 For the Year Ended December 31,
      2008Class A
              
              
              Class
      B
                Series 1
              
              
              Class
      B
                Series 2
              
              
              Class
      B
                Series 3Per
      Unit Operating Performance (for a Unit outstanding for the entire
      year)Net
      Asset Value, Beginning of the year
              
              $
              7,567.14
              
              
              $
              955.75
              
              
              $
              849.61
              
              
              $
              1,042.12Income
      (loss) from operationsNet
      investment loss
              
              
              (1,196.76
              )
              
              
              (139.86
              )
              
              
              (152.04
              )
              
              
              (175.85
              )Net
      trading profits
              
              
              3,647.78
              
              
              
              461.86
              
              
              
              405.41
              
              
              
              499.95Net
      income
              
              
              2,451.02
              
              
              
              322.00
              
              
              
              253.37
              
              
              
              324.10Net
      Asset Value, End of the year
              
              $
              10,018.16
              
              
              $
              1,277.75
              
              
              $
              1,102.98
              
              
              $
              1,366.22Total
      Return(1)
              
              
              32.39
              %
              
              
              33.69
              %
              
              
              29.82
              %
              
              
              31.10
              %Total
      Return (excluding incentive fees)(2)
              
              
              42.87
              %
              
              
              44.07
              %
              
              
              40.09
              %
              
              
              41.48
              %Supplemental
      DataRatios
      to average net asset value
                Expenses
      prior to incentive fee
              
              
              6.86
              %
              
              
              5.81
              %
              
              
              8.88
              %
              
              
              7.77
              %Incentive
      fees
              
              
              9.20
              %
              
              
              8.96
              %
              
              
              9.05
              %
              
              
              9.01
              %Total
      expenses
              
              
              16.06
              %
              
              
              14.77
              %
              
              
              17.93
              %
              
              
              16.78
              %Net
      investment loss(3)
              
              
              (4.69
              )%
              
              
              (3.68
              )%
              
              
              (6.72
              )%
              
              
              (5.63
              )%
 
 
  For the Year Ended December 31,
      2007Class A
              
              
              Class
      B
                Series 1
              
              
              Class
      B
                Series 2
              
              
              Class
      B
                Series 3Per
      Unit Operating Performance
                (for
      a Unit outstanding for the entire year)Net
      Asset Value, Beginning of the year
              
              $
              6,112.38
              
              
              $
              764.46
              
              
              $
              699.91
              
              
              $
              850.09Income
      (loss) from operationsNet
      investment loss
              
              
              (249.77
              )
              
              
              (23.79
              )
              
              
              (42.16
              )
              
              
              (41.96
              )Net
      trading profits
              
              
              1,704.53
              
              
              
              215.08
              
              
              
              191.86
              
              
              
              233.99Net
      income
              
              
              1,454.76
              
              
              
              191.29
              
              
              
              149.70
              
              
              
              192.03Net
      Asset Value, End of the year
              
              $
              7,567.14
              
              
              $
              955.75
              
              
              $
              849.61
              
              
              $
              1,042.12Total
      Return(1)
              
              
              23.80
              %
              
              
              25.02
              %
              
              
              21.39
              %
              
              
              22.59
              %Total
      Return (excluding incentive fees)(2)
              
              
              25.10
              %
              
              
              26.37
              %
              
              
              22.61
              %
              
              
              23.77
              %Supplemental
      DataRatios
      to average net asset value
                Expenses
      prior to incentive fee
              
              
              7.04
              %
              
              
              5.98
              %
              
              
              9.01
              %
              
              
              7.95
              %Incentive
      fees
              
              
              1.25
              %
              
              
              1.27
              %
              
              
              1.18
              %
              
              
              1.13
              %Total
      expenses
              
              
              8.29
              %
              
              
              7.25
              %
              
              
              10.19
              %
              
              
              9.08
              %Net
      investment loss(3)
              
              
              (2.67
              )%
              
              
              (1.67
              )%
              
              
              (4.65
              )%
              
              
              (3.61
              )%
 
 Total
returns are calculated for each of the years ended December 31, 2009, 2008, and
2007 based on the change in value of a unit during the periods
presented.  An individual partner’s total returns and ratios may vary
from the above total returns and ratios based on the timing of additions and
redemptions.
  
  (1)           Total
return is derived as ending net asset value less beginning net asset value
divided by beginning net asset value, and excludes the effect of sales
commissions and initial administrative charges on subscriptions.
  (2)           Total
return (excluding incentive fees) is derived as net income per unit and adding
back incentive fees per unit divided by opening net asset value per
unit.
  (3)           Net
investment loss ratios exclude the effects of incentive fees.
  6.           SUBSEQUENT
EVENTS
  Effective
March 1, 2010, the Partnership added an additional advisor, Quantitative
Investment Management LLC (“QIM”).  The Partnership allocated
approximately 35% of its assets to QIM’s Global Program.  The
remaining 65% of the Partnership’s assets continue to be traded by Willowbridge,
the existing advisor.  Additionally, effective March 10, 2010, the
name of the Partnership has been changed to RFMC Tactical Advisors Fund, L.P.,
in order to reflect the Partnership’s diversification in
advisors.
     *  *  *  *  *