UNITED
STATES
  SECURITIES
AND EXCHANGE COMMISSION
  Washington,
D.C. 20549
  ______________
  FORM
10-Q
  ______________
  (X)
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
  For the
Quarterly Period Ended March 31, 2010
  (  )
TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
  For the
Transition Period From ____ TO ____
  Commission
File No. 000-23529
  RFMC
TACTICAL ADVISORS FUND, LP
  Delaware
            
            22-678474(a
      Delaware Partnership)
            
            (I.R.S.
      Employer Identification No.)
 
 4 Benedek
Road
 Princeton,
New Jersey 08540
 (609)
921-0717
  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. YES Q  NO

  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer
            
            Accelerated
      filer
            Non-accelerated
      filer
            
            Smaller
      reporting company
            Q(do not check if a Smaller
      reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
  YES
  NO Q
    
  RFMC
TACTICAL ADVISORS FUND, LP
  INDEX TO
FORM 10-Q
  PART I - FINANCIAL
INFORMATION
  Item
      1.
            Condensed Financial
      StatementsCondensed Statements of
      Financial ConditionCondensed Schedules of
      InvestmentsCondensed Statements of
      Income (Loss)Condensed Statements of
      Changes in Partners’ Capital (Net Asset
    Value)Notes to Condensed Financial
      StatementsItem
      2.
            Management’s Discussion
      and Analysis of Financial Condition and Results of
      OperationsItem
      3.
            Quantitative and
      Qualitative Disclosures About Market
  RiskItem
      4T.
            Controls and
      Procedures
 
  PART II - OTHER INFORMATIONItem
      1.
            Legal
      ProceedingsItem
      1A.
            Risk
      FactorsItem
      2.
            Unregistered Sales of
      Equity Securities and Use of ProceedsItem
      3.
            Defaults Upon Senior
      SecuritiesItem
      4.
            Removed and
      ReservedItem
      5.
            Other
      InformationItem
      6.
            Exhibits
 
    
  PART
I - FINANCIAL INFORMATION
 Item
1. Condensed Financial Statements
 
 RFMC
TACTICAL ADVISORS FUND, LP
 CONDENSED STATEMENTS OF FINANCIAL CONDITION
 As of
March 31, 2010 (Unaudited) and December 31, 2009
 _______________
 
 ASSETS
            
            March 31, 2010
            
            
            December 31, 2009EQUITY
      IN COMMODITY FUTURES TRADING ACCOUNTS:
              Due
      from brokers (including margin deposits of $2,293,505 for 2010 and
      $4,650,422 for 2009)
            
            $
            9,764,491
            
            
            $
            6,528,616Net
      unrealized gains on open positions
            
            
            1,362,071
            
            
            
            1,954,44011,126,562
            
            
            
            8,483,056CASH
      AND CASH EQUIVALENTS
            
            
            43,702,337
            
            
            
            57,806,331DUE
      FROM GENERAL PARTNER
            
            
            40,526
            
            
            
            55,153PREPAID
      EXPENSES
            
            
            490,427
            
            
            
            0TOTAL
      ASSETS
            
            $
            55,359,852
            
            
            $
            66,344,540LIABILITIES
      AND PARTNERS’ CAPITAL (NET ASSET VALUE)LIABILITIES:Prepaid
      subscriptions
            
            $
            193,603
            
            
            $
            100,000Redemptions
      payable
            
            
            3,484,061
            
            
            
            460,726Other
      accrued expenses
            
            
            102,793
            
            
            
            220,025Accrued
      management fees
            
            
            127,851
            
            
            
            173,527TOTAL
      LIABILITIES
            
            
            3,908,308
            
            
            
            954,278PARTNERS’
      CAPITAL (NET ASSET VALUE)Limited
      partners – Class A (2,674.8795 and 3,328.8303 fully redeemable units at
      March 31, 2010 and December 31, 2009, respectively)
            
            
            19,724,456
            
            
            
            26,690,125Limited
      partners – Class B (38,355.7964 and 43,015.3837 fully redeemable units at
      March 31, 2010 and December 31, 2009, respectively)
            
            
            30,857,180
            
            
            
            37,763,154General
      partner – Class A (117.9703 and 116.8617 fully redeemable units at March
      31, 2010 and December 31, 2009, respectively)
            
            
            869,908
            
            
            
            936,983TOTAL
      PARTNERS’ CAPITAL (NET ASSET VALUE)
            
            
            51,451,544
            
            
            
            65,390,262TOTAL
      LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
            
            $
            55,359,852
            
            
            $
            66,344,540NET
      ASSET VALUE PER UNIT –Class
      A (based on Partners’ Capital of $20,594,364 and
      $27,627,108  and 2,792.8498 and 3,445.6920 fully redeemable
      units outstanding)
            
            $
            7,373.96
            
            
            $
            8,017.87Class
      B Series 1 – (based on Partners’ Capital of $2,921,942 and $3,339,684 and
      3,067.3639 and 3,232.6375 fully redeemable units
    outstanding)
            
            $
            952.59
            
            
            $
            1,033.11Class
      B Series 2 – (based on Partners’ Capital of $27,888,540 and $34,346,892
      and 35,241.3977 and 39,711.9928 fully redeemable units
      outstanding)
            
            $
            791.36
            
            
            $
            864.90Class
      B Series 3 – (based on Partners’ Capital of $46,698 and $76,578 and
      47.0348 and 70.7534 fully redeemable units outstanding)
            
            $
            992.84
            
            
            $
            1,082.32
 
 See Notes
to Condensed Financial Statements.
 
  
  RFMC
TACTICAL ADVISORS FUND, LP
 CONDENSED SCHEDULES OF INVESTMENTS
 As
of March 31, 2010 (Unaudited)
 _______________
 
 LONG FUTURES
CONTRACTS
 
 Commodity Futures Industry
      Sector
            
            
            Unrealized Gain (Loss), Net
            
            
            % of Partners’ Capital*Tropical
      products
            
            
            $
            (8,959
            )
            
            
            (0.017
            )%Grains
            
            
            
            (83,782
            )
            
            
            (0.163
            )%Currencies
            
            
            
            84,552
            
            
            
            0.164
            %Energy
            
            
            
            21,894
            
            
            
            0.043
            %Livestock
            
            
            
            4,380
            
            
            
            0.009
            %Metals
            
            
            
            99,378
            
            
            
            0.193
            %Stock
      indices
            
            
            
            2,106
            
            
            
            0.004
            %Interest
      rates
            
            
            
            92,707
            
            
            
            0.180
            %Total
      long futures contracts
            
            
            $
            212,276
            
            
            
            0.413
            %
 
 SHORT FUTURES
CONTRACTS
 
 Commodity Futures Industry
      Sector
            
            
            Unrealized Gain (Loss), Net
            
            
            % of Partners’ Capital*Tropical
      products
            
            
            $
            307,205
            
            
            
            0.597
            %Grains
            
            
            
            192,546
            
            
            
            0.374
            %Currencies
            
            
            
            160,683
            
            
            
            0.312
            %Energy
            
            
            
            521,460
            
            
            
            1.014
            %Stock
      indices
            
            
            
            11,247
            
            
            
            0.022
            %Interest
      rates
            
            
            
            (43,346
            )
            
            
            (0.084
            )%Total
      short futures contracts
            
            
            $
            1,149,795
            
            
            
            2.235
            %Total
      futures contracts
            
            
            $
            1,362,071
            
            
            
            2.648
            %
 ____________
 *   No
single contract’s value exceeds 5% of partners’ capital.
  See Notes
to Condensed Financial Statements.
    RFMC
TACTICAL ADVISORS FUND, LP
 CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)
 As of 
December 31, 2009
 
 
 LONG FUTURES
CONTRACTS
 
 Commodity 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
CONTRACTS
 
 Commodity 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 Condensed Financial Statements.
   
  RFMC
TACTICAL ADVISORS FUND, LP
 CONDENSED STATEMENTS OF INCOME (LOSS)
 For the
Three Months Ended March 31, 2010 and 2009
 (Unaudited)
 _______________
 
 Three
      Months Ended March 31,2010
            
            
            2009NET
      INVESTMENT (LOSS)Income:Interest
      income
            
            $
            8,890
            
            
            $
            140,403Expenses:Brokerage
      commissions
            
            
            772,868
            
            
            
            1,068,876Management
      fees
            
            
            296,340
            
            
            
            413,874Professional
      fees
            
            
            68,198
            
            
            
            57,144Accounting
      and administrative
            
            
            57,256
            
            
            
            98,747Other
      expenses
            
            
            59,773
            
            
            
            98,455Total
      expenses
            
            
            1,254,435
            
            
            
            1,737,096Net
      investment (loss)
            
            
            (1,245,545
            )
            
            
            (1,596,693
            )TRADING
      (LOSSES)(Losses)
      on trading of commodity futures:Net
      realized (losses) on closed positions
            
            
            (3,489,812
            )
            
            
            (8,045,375
            )Change
      in net unrealized gains on open positions
            
            
            (592,369
            )
            
            
            (846,120
            )Total
      trading (losses)
            
            
            (4,082,181
            )
            
            
            (8,891,495
            )NET
      (LOSS)
            
            $
            (5,327,726
            )
            
            $
            (10,488,188
            )NET
      (LOSS) PER UNIT(based
      on weighted average number of units outstanding during the
      period)Class
      A
            
            $
            (686.17
            )
            
            $
            (1,171.45
            )Class
      B – Series 1
            
            $
            (82.04
            )
            
            $
            (150.21
            )Class
      B – Series 2
            
            $
            (75.93
            )
            
            $
            (134.37
            )Class
      B – Series 3
            
            $
            (97.66
            )
            
            $
            (162.54
            )
 
 See Notes
to Condensed Financial Statements.
 
  
  RFMC
TACTICAL ADVISORS FUND, LP
 CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET
VALUE)
 For the
Three Months Ended March 31, 2010 and 2009
 (Unaudited)
 _______________
 
 CLASS AGeneral Partner
            
            
            Limited Partners
            
            
            TotalUnits
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            Class
      APARTNERS’
      CAPITAL,JANUARY 1,
      2010
            
            
            116.8617
            
            
            $
            936,983
            
            
            
            3,328.8303
            
            
            $
            26,690,125
            
            
            $
            27,627,108Subscriptions
            
            
            1.1086
            
            
            
            8,573
            
            
            
            59.0790
            
            
            
            450,609
            
            
            
            459,182Redemptions
            
            
            -
            
            
            
            -
            
            
            
            (713.0298
            )
            
            
            (5,348,499
            )
            
            
            (5,348,499
            )Net
      (loss)
            
            
            -
            
            
            
            (75,648
            )
            
            
            -
            
            
            
            (2,067,779
            )
            
            
            (2,143,427
            )PARTNERS’
      CAPITAL,
              MARCH
      31, 2010
            
            
            117.9703
            
            
            $
            869,908
            
            
            
            2,674.8795
            
            
            $
            19,724,456
            
            
            $
            20,594,364
 
 CLASS B LIMITED PARTNERSSeries
      1
            
            
            Series
      2
            
            
            Series
      3
            
            
            TotalUnits
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            Class
      BPARTNERS’
      CAPITAL,JANUARY
      1, 2010
            
            
            3,232.6375
            
            
            $
            3,339,684
            
            
            
            39,711.9928
            
            
            $
            34,346,892
            
            
            
            70.7534
            
            
            $
            76,578
            
            
            $
            37,763,154Subscriptions
            
            
            20.1582
            
            
            
            20,000
            
            
            
            436.2158
            
            
            
            367,601
            
            
            
            -
            
            
            
            -
            
            
            
            387,601Redemptions
            
            
            (185.4318
            )
            
            
            (179,301
            )
            
            
            (4,906.8109
            )
            
            
            (3,906,426
            )
            
            
            (23.7186
            )
            
            
            (23,549
            )
            
            
            (4,109,276
            )Net
      (loss)
            
            
            -
            
            
            
            (258,441
            )
            
            
            -
            
            
            
            (2,919,527
            )
            
            
            -
            
            
            
            (6,331
            )
            
            
            (3,184,299
            )PARTNERS’
      CAPITAL,MARCH
      31, 2010
            
            
            3,067.3639
            
            
            $
            2,921,942
            
            
            
            35,241.3977
            
            
            $
            27,888,540
            
            
            
            47.0348
            
            
            $
            46,698
            
            
            $
            30,857,180
 
 CLASS AGeneral Partner
            
            
            Limited Partner
            
            
            TotalUnits
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            Class
      APARTNERS’
      CAPITAL,JANUARY
      1, 2009
            
            
            112.6562
            
            
            $
            1,128,608
            
            
            
            3,484.3295
            
            
            $
            34,906,553
            
            
            $
            36,035,161Subscriptions
            
            
            1.1561
            
            
            
            11,286
            
            
            
            161.2778
            
            
            
            1,585,273
            
            
            
            1,596,559Redemptions
            
            
            -
            
            
            
            -
            
            
            
            (170.7083
            )
            
            
            (1,539,404
            )
            
            
            (1,539,404
            )Net
      (loss)
            
            
            -
            
            
            
            (132,732
            )
            
            
            -
            
            
            
            (4,201,934
            )
            
            
            (4,334,666
            )PARTNERS’
      CAPITAL,MARCH
      31, 2009
            
            
            113.8123
            
            
            $
            1,007,162
            
            
            
            3,474.8990
            
            
            $
            30,750,488
            
            
            $
            31,757,650
 
 CLASS B LIMITED PARTNERSSeries 1
            
            
            Series 2
            
            
            Series 3
            
            
            TotalUnits
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            Class BPARTNERS’
      CAPITAL,JANUARY
      1, 2009
            
            
            3,160.4326
            
            
            $
            4,038,256
            
            
            
            39,386.8036
            
            
            $
            43,442,833
            
            
            
            70.7534
            
            
            $
            96,665
            
            
            $
            47,577,754Subscriptions
            
            
            447.1053
            
            
            
            542,500
            
            
            
            4,732.6997
            
            
            
            5,097,500
            
            
            
            -
            
            
            
            -
            
            
            
            5,640,000Redemptions
            
            
            (530.2140
            )
            
            
            (600,000
            )
            
            
            (2,518.5485
            )
            
            
            (2,576,147
            )
            
            
            -
            
            
            
            -
            
            
            
            (3,176,147
            )Net
      (loss)
            
            
            -
            
            
            
            (498,399
            )
            
            
            -
            
            
            
            (5,643,622
            )
            
            
            -
            
            
            
            (11,501
            )
            
            
            (6,153,522
            )PARTNERS’
      CAPITAL,MARCH
      31, 2009
            
            
            3,077.3239
            
            
            $
            3,482,357
            
            
            
            41,600.9548
            
            
            $
            40,320,564
            
            
            
            70.7534
            
            
            $
            85,164
            
            
            $
            43,888,085
 
 See Notes
to Condensed Financial Statements.
 
  
  RFMC
TACTICAL ADVISORS FUND, LP
  NOTES TO CONDENSED FINANCIAL STATEMENTS
  For the
Three Months Ended March 31, 2010 and 2009
  (Unaudited)
  _______________
  1.           BASIS OF
PRESENTATION
  The
interim condensed financial statements of RFMC Tactical Advisors Fund, LP,
formerly, RFMC Willowbridge Fund, L.P. (the “Partnership”), included herein,
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information and Rule 8-03
of Regulation S-X.  Accordingly, they do not include all the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete annual financial
statements.  These condensed financial statements are unaudited and
should be read in conjunction with the audited financial statements and notes
thereto included in the Partnership’s Annual Report on Form 10-K for the year
ended December 31, 2009.  The Partnership follows the same accounting
policies in the preparation of interim reports as set forth in the annual
report.  In the opinion of management, the financial statements
reflect all adjustments, which are of a normal recurring nature, necessary for a
fair presentation of the financial position, results of operations and changes
in partners’ capital for the interim periods presented and are not necessarily
indicative of a full year’s results.
  2.           PARTNERSHIP
ORGANIZATION
  The
Partnership, a Delaware limited partnership, was organized on January 24,
1986.  Prior to March 1, 2010, Willowbridge Associates, Inc
(“Willowbridge”) served as the Partnership’s sole trading advisor. Effective
March 1, 2010, the Partnership added Quantitative Investment Management, LLC
(“QIM”) as an additional trading advisor (Willowbridge and QIM, collectively the
“Trading Advisors”).  In order to reflect this additional
diversification in Trading Advisors, the Partnership’s name was changed from
RFMC Willowbridge Fund, L.P. to RFMC Tactical Advisors Fund, LP on March 10,
2010. The Partnership 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 contribute $1,000 to the
Partnership.
  In
accordance with the amendment to Section 5 of the Agreement, effective January
16, 2003, the Partnership offers separate classes of limited partnership
interests, whereby interests which were issued prior to January 16, 2003 by the
Partnership will be designated as Class A interests.  The Partnership
also offers Class B limited partnership interests through a private offering
pursuant to Regulation D as adopted under section 4(2) of the Securities Act of
1933, as amended.  The Partnership will offer the Class B interests up
to an aggregate of $100,000,000; provided that the General Partner may increase
the amount of interests that will be offered in increments of $10,000,000 after
notice to the limited partners.  Commissions for the Class B interests
will differ from those of the Class A interests, but in all other respects the
Class A interests and the Class B interests will be identical.  The
Class A interests and Class B interests will also be traded pursuant to the same
trading programs.
  The
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.
  3.           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 ("U.S. GAAP") requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income (loss)
and expenses during the reporting period.  Actual results could differ
from these estimates.
  Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"),
referred to as ASC or the Codification, is the single source of U.S. GAAP for
interim and annual periods ending after September 15, 2009.
  The
Partnership has elected not to provide a statement of cash flows as permitted
under ASC Topic 230, Statement
of Cash Flows.
 
 
     The
Partnership has defined cash and cash equivalents as cash and short-term, highly
liquid investments with maturities of three months or less when
acquired.  Money market mutual funds, which are included in cash
equivalents, are classified as Level 1 fair value estimates (unadjusted quoted
prices in active markets for identical assets) under the fair value hierarchy
provisions as described in ASC Topic 820, Fair Value Measurements and
Disclosures.  At March 31, 2010 and December 31, 2009, the
Partnership had investments in money market mutual funds of $40,955,761 and
$55,446,370, respectively.  Interest received on cash deposits and
dividends received from money market mutual funds are included as interest
income and recognized on an accrual basis.
  C.           Due
from Brokers
  Due from
brokers represents deposits required to meet margin requirements and excess
funds not required for margin.  Due from brokers at March 31, 2010 and
December 31, 2009 consisted of cash on deposit with the brokers of $9,764,491and
$6,528,616, respectively.  The Partnership is subject to credit risk
to the extent any broker with whom the Partnership conducts business is unable
to deliver cash balances or securities, or clear securities transactions on the
Partnership’s behalf.  The General Partner monitors the financial
condition of the brokers with which the Partnership conducts business and
believes that the likelihood of loss under the aforementioned circumstances is
remote.
  D.           Investments
in Commodity Futures Contracts
  Investments
in commodity futures contracts are recorded on the trade date and open contracts
are 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, Fair Value Measurements
and Disclosures.  Gains or losses are realized when contracts
are liquidated, on a first-in-first-out basis.  Realized gains are
netted with realized losses for financial reporting purposes and shown under the
caption “Net realized (losses) on closed positions” in the Condensed Statements
of Income (Loss).
  As each
broker has the right of offset, the Partnership presents the aggregate net
unrealized gains with such brokers as “Net unrealized gains on open positions”
and the aggregate net unrealized losses with such brokers as “Net unrealized
losses on open positions” in the Condensed Statements of Financial
Condition.  The net unrealized gains on open positions with one broker
are not offset against net unrealized losses on open positions from another
broker in the Condensed Statements of Financial Condition.  The
unrealized gains or losses on open contracts is the difference between contract
trade price and quoted market price.
  Any
change in net unrealized gain or loss from the preceding period is reported in
the Condensed Statements of Income (Loss) under the caption “Change in net
unrealized gains on open positions”.  Interest income is recognized on
an accrual basis.
  E.           Brokerage
Commissions
  The Class
A limited partners pay to the General Partner a flat brokerage commission of
4.0% annually of the net asset value of the Class A limited partners’ capital as
of the beginning of each month.  Class B limited partners pay to the
General Partner a flat brokerage commission equal to the following percentages
of each Series’ applicable net asset value:  Series 1 – 3%, Series 2 –
6%, and Series 3 – 5%.  From these amounts, the General Partner paid
(1) actual trading commissions incurred by the Partnership of $113,899 and
$106,332 for the three months ended March 31, 2010 and 2009, respectively, and
(2) 3.0% to properly registered selling agents as their ongoing compensation for
servicing Class B limited partners (and to the extent the amount is less than
3%, the brokerage commissions with respect to such Class B limited partnership
interests will be reduced accordingly).
  Brokerage
commissions charged to each Class or Series of class were as
follows:
  Three
      Months Ended
              March
      31,2010
            
            
            2009Class
      A
            
            $
            251,856
            
            
            $
            361,110Class B –
      Series 1
            
            
            23,952
            
            
            
            30,969Class B –
      Series 2
            
            
            496,135
            
            
            
            675,621Class B –
      Series 3
            
            
            925
            
            
            
            1,176Total
            
            $
            772,868
            
            
            $
            1,068,876
 
 As of
March 31, 2010 and December 31, 2009, $40,526 and $55,153, respectively, were
due from the General Partner for reimbursement of brokerage commissions advanced
by the Partnership.
  
 F.           Allocation
of Income (Loss)
  Net
realized and unrealized trading profits and losses, interest income and other
operating income and expenses, except Class or Series specific brokerage
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
  Pursuant
to the Trading Advisory Agreements with Willowbridge (“Willowbridge Agreement”)
and QIM (“QIM Agreement”), the Trading Advisors are entitled to a quarterly
incentive fee based on an increase in the adjusted net asset of the
Partnership’s trading assets allocated to the respective Trading
Advisor.
  Willowbridge
is entitled to a quarterly incentive fee of 25% of any new profits, as defined
in the Willowbridge Agreement.  The term “New Profits” for the purpose
of calculating Willowbridge’s incentive fee only, is defined as the excess (if
any) of (A) the net asset value of the Partnership’s trading assets allocated to
Willowbridge as of the last day of any calendar quarter (before deduction of
incentive fees paid or accrued for such quarter), over (B) the net asset value
of the Partnership’s trading assets allocated to Willowbridge as of the last day
of the most recent quarter for which an incentive fee was paid or payable (after
deduction of such incentive fee).  In computing New Profits, the
difference between (A) and (B) above shall be (i) increased by the amount of any
distributions or redemptions paid or accrued by the Partnership as of or
subsequent to the date in (B) through the date in (A), (ii) adjusted (either
decreased or increased, as the case may be) to reflect the amount of any
additional allocations or negative reallocations of Partnership assets from the
date in (B) to the last day of the quarter as of which the current incentive fee
calculation is made, and (iii) increased by the amount of any losses
attributable to redemptions.
  QIM is
entitled to a quarterly incentive fee of 30% of any new net profits (as defined
in the QIM Agreement) in the Partnership’s account as of each calendar quarter
end.  “New Net Profit”, for the purpose of calculating QIM’s incentive
fee, is defined as the excess of cumulative gain/loss from commodity trading
(excluding interest) less trading and management fees over its highest past
value at any prior calendar quarterly period with respect to trading assets
allocated to QIM.  The “gain/loss from commodity trading” is the net
gain or loss from closed and completed commodity transactions (after brokerage
commissions) plus the increases/decreases in the value of open positions at the
end of each calendar quarter (accounting for commissions that would be incurred
by closing such open positions).  In the event of any subsequent
losses, the quarterly incentive fees would not be charged until there are Net
New Profits to offset such losses.
  There
were no incentive fees earned for the three months ended March 31, 2010 or
2009.
  H.           Management
Fees
  The
General Partner is paid an annual management fee equal to 1% of the net assets
of the Partnership (as defined in the Agreement) as of the last day of the
previous fiscal year.  Such annual fee is paid in advance at the
beginning of the respective year and is amortized by the Partnership on a
straight-line basis over twelve months.  The total management fee paid
to the General Partner in 2010 and 2009 was $653,903 and $836,130,
respectively.  For the three-month period ended March 31, 2010 and
2009, the Partnership recorded management fee expense earned by the General
Partner of $163,476 and $209,033, respectively.  As of March 31, 2010
and December 31, 2009, the unamortized prepaid management fees were $490,427 and
$0, respectively.
  In
addition to the management fee paid to the General Partner, the Partnership pays
Willowbridge a quarterly trading advisor management fee of 0.25% (1% per year)
of the net asset value of the Partnership’s trading assets allocated to
Willowbridge.  These fees amounted to $132,864 and $204,841 for the
three months ended March 31, 2010 and 2009, respectively.  As of
March 31, 2010 and December 31, 2009, $127,851 and $173,527, respectively,
were due to Willowbridge.  QIM is not paid a trading advisor
management fee.
  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 Topics 740, Income Taxes and 835, Interest.  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 Condensed 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 three months
ended March 31, 2010 and 2009, no initial administration fees were paid to the
General Partner.
  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 Condensed 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 $9,524 and $(27,284) for the three months
ended March 31, 2010 and 2009, respectively, and are reported as a component of
“Net realized (losses) on closed positions” in the Condensed Statements of
Income (Loss).
  N.           New
Accounting Pronouncements
  On
January 21, 2010, the Financial Accounting Standards Board issued Accounting
Standards Update 2010-06, ImprovingDisclosuresabout 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.  The adoption of ASU 2010-06 did
not have a material impact on the Partnership’s financial
statements.
  O.           Indemnifications
  The
Partnership has entered into agreements, which provide for the indemnifications
against losses, costs, claims and liabilities arising from the performance of
their individual obligations under such agreements, except for gross negligence
or bad faith.  The Partnership has had no prior claims or payments
pursuant to these agreements.  The Partnership’s individual maximum
exposure under these arrangements is unknown, as this would involve future
claims that may be made against the Partnership that have not yet occurred.
However, based on previous experience, the Partnership expects the risk of loss
to be remote.
  4.           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 March 31, 2010Total
            
            
            Level
      1
            
            
            Level
      2
            
            
            Level
      3Futures
      contracts
            
            $
            1,362,071
            
            
            $
            1,362,071
            
            
            
            N/A
            
            
            
            N/AMoney market
      mutual funds
            
            
            40,955,761
            
            
            
            40,955,761
            
            
            
            N/A
            
            
            
            N/ATotal Fair
      Value
            
            $
            42,317,832
            
            
            $
            42,317,832
  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
   
 5.           DERIVATIVE
INSTRUMENTS
  The
Partnership engages in the speculative trading of futures contracts in
currencies, interest rates and a wide range of commodities, including energy and
metals (collectively “derivatives”) for the purpose of achieving capital
appreciation.  Since the derivatives held or sold by the Partnership
are for speculative trading purposes, the derivative instruments are not
designated as hedging instruments as defined in ASC Topic 815,Derivatives and
Hedging.
  Under
provisions of ASC Topic 815, Derivatives and Hedging,
entities are required to recognize all derivative instruments as either assets
or liabilities at fair value in the statement of financial
condition.  Investments in futures contracts are reported in the
Condensed 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 March 31, 2010Assets
            
            
            Liabilities
            
            
            NetCurrencies
            
            $
            259,486
            
            
            $
            (14,251
            )
            
            $
            245,235Energy
            
            
            556,324
            
            
            
            (12,970
            )
            
            
            543,354Grains
            
            
            192,744
            
            
            
            (83,980
            )
            
            
            108,764Interest
      rates
            
            
            128,003
            
            
            
            (78,642
            )
            
            
            49,361Livestock
            
            
            4,380
            
            
            
            0
            
            
            
            4,380Metals
            
            
            103,950
            
            
            
            (4,572
            )
            
            
            99,378Tropical
      products
            
            
            314,026
            
            
            
            (15,780
            )
            
            
            298,246Stock
      indices
            
            
            23,381
            
            
            
            (10,028
            )
            
            
            13,353Totals
            
            $
            1,582,294
            
            
            $
            (220,233
            )
            
            $
            1,362,071
 
 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 Condensed Statements of Income
(Loss).
  
 The
Partnership’s trading results and information related to the volume of the
Partnership’s derivative activity by market sector were as follows:
  For the three months ended March 31,
      2010Net
      Realized
              Gains
              (Losses)
            
            
            Change
      in Net Unrealized
              Gains (Losses)
            
            
            Net
              Trading
              Profits (Losses)
            
            
            Number
      of
              Round
      Turn
              ContractsCurrencies
            
            $
            1,372,168
            
            
            $
            (1,066,264
            )
            
            $
            305,904
            
            
            
            4,858Interest
      rates
            
            
            (608,524
            )
            
            
            (348,637
            )
            
            
            (957,161
            )
            
            
            8,486Grains
            
            
            (503,655
            )
            
            
            25,487
            
            
            
            (478,168
            )
            
            
            5,758Livestock
            
            
            (11,280
            )
            
            
            (9,800
            )
            
            
            (21,080
            )
            
            
            458Tropical
      products
            
            
            563,078
            
            
            
            (84,295
            )
            
            
            478,783
            
            
            
            1,584Energy
            
            
            (2,756,113
            )
            
            
            468,716
            
            
            
            (2,287,397
            )
            
            
            2,616Metals
            
            
            (1,536,063
            )
            
            
            409,071
            
            
            
            (1,126,992
            )
            
            
            1,870Stock
      indices
            
            
            (9,423
            )
            
            
            13,353
            
            
            
            3,930
            
            
            
            880Total
            
            $
            (3,489,812
            )
            
            $
            (592,369
            )
            
            $
            (4,082,181
            )
            
            
            26,510
 
 For the three months ended March 31,
      2009Net
      Realized
              (Losses)
            
            
            Change
      in
              Net
      Unrealized
              Gains (Losses)
            
            
            Net
      Trading
              (Losses)
            
            
            Number
      of
              Round
      Turn
              ContractsCurrencies
            
            $
            (2,106,279
            )
            
            $
            555,250
            
            
            $
            (1,551,029
            )
            
            
            4,160Interest
      rates
            
            
            (1,747,855
            )
            
            
            (1,482,835
            )
            
            
            (3,230,690
            )
            
            
            6,850Grains
            
            
            (862,512
            )
            
            
            (268,155
            )
            
            
            (1,130,667
            )
            
            
            4,210Livestock
            
            
            (66,080
            )
            
            
            (4,890
            )
            
            
            (70,970
            )
            
            
            182Tropical
      products
            
            
            (615,784
            )
            
            
            (47,968
            )
            
            
            (663,752
            )
            
            
            1,396Energy
            
            
            (1,723,066
            )
            
            
            (245,530
            )
            
            
            (1,968,596
            )
            
            
            1,806Metals
            
            
            (923,799
            )
            
            
            648,008
            
            
            
            (275,791
            )
            
            
            1,580Total
            
            $
            (8,045,375
            )
            
            $
            (846,120
            )
            
            $
            (8,891,495
            )
            
            
            20,184
 
 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 Condensed 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
Condensed Statements of Financial Condition and the related trading profits
(losses) reflected in “Trading Profits (Losses)” in the Condensed Statements of
Income (Loss).  Open contracts generally mature within 90 days; as of
March 31, 2010 and December 31, 2009, the latest maturity dates for open
contracts are June 2011 and September 2010, respectively.
  
 C.           Credit
Risk
  Futures
are contracts for delayed delivery of financial interests in which the seller
agrees to make delivery at a specified future date of a specified financial
instrument at a specified price or yield.  Risk arises from changes in
the fair value of the underlying instruments.  Credit risk due to
counterparty nonperformance associated with these instruments is reflected in
the “Net unrealized gains on open positions” included in the Condensed
Statements of Financial Condition.  The Partnership’s counterparties
are major brokerage firms and banks located in the United States, or their
foreign affiliates.
  The risks
associated with exchange-traded contracts are typically perceived to be less
than those associated with over-the-counter transactions, because exchanges
typically (but not universally) provide clearing house arrangements in which the
collective credit (in some cases limited in amount, in some cases not) of the
members of the exchange is pledged to support the financial integrity of the
exchange, whereas in over-the-counter transactions, traders must rely solely on
the credit of their respective individual counterparties. Margins, which may be
subject to loss in the event of a default, are generally required in exchange
trading, and counterparties may require margin in the over-the-counter
markets.
  D.           Risk
Monitoring
  Due to
the speculative nature of the Partnership’s derivatives trading, the Partnership
is subject to the risk of substantial losses from derivatives
trading.  The General Partner actively assesses, manages, and monitors
risk exposure on derivatives on a contract basis, a market sector basis, and on
an overall basis in accordance with established risk parameters.
  6.           FINANCIAL
HIGHLIGHTS
  The
following sets forth the financial highlights for the periods
presented:
  Three Months Ended March 31,
      2010Class A
            
            
            Class
      B
              Series 1
            
            
            Class
      B
              Series 2
            
            
            Class
      B
              Series 3Per
      Unit Operating Performance
              (for a Unit outstanding for the entire
      period)Net
      Asset Value, Beginning of the period
            
            
            $
            8,017.87
            
            
            $
            1,033.11
            
            
            $
            864.90
            
            
            $
            1,082.32(Loss)
      from operationsNet
      investment (loss)
            
            
            
            (142.16
            )
            
            
            (15.39
            )
            
            
            (19.54
            )
            
            
            (23.09
            )Net
      trading (loss)
            
            
            
            (501.75
            )
            
            
            (65.13
            )
            
            
            (54.00
            )
            
            
            (66.39
            )Net
      (loss)
            
            
            
            (643.91
            )
            
            
            (80.52
            )
            
            
            (73.54
            )
            
            
            (89.48
            )Net
      Asset Value, End of the period
            
            
            $
            7,373.96
            
            
            $
            952.59
            
            
            $
            791.36
            
            
            $
            992.84Total
      Return(1)
      (3)
            
            
            
            (8.03
            )%
            
            
            (7.79
            )%
            
            
            (8.50
            )%
            
            
            (8.27
            )%Supplemental
      DataRatios
      to average net asset value
              Expenses(2)
            
            
            
            7.48
            %
            
            
            6.30
            %
            
            
            9.55
            %
            
            
            9.00
            %Net
      investment (loss)(2)
            
            
            
            (7.42
            )%
            
            
            (6.24
            )%
            
            
            (9.49
            )%
            
            
            (8.93
            )%
  
 Three Months Ended March 31,
      2009Per
      Unit Operating Performance
              (for a Unit outstanding for the entire
      period)
            
            
            Class A
            
            
            Class
      B
              Series 1
            
            
            Class
      B
              Series 2
            
            
            Class
      B
              Series 3Net
      Asset Value, Beginning of the period
            
            
            $
            10,018.16
            
            
            $
            1,277.75
            
            
            $
            1,102.98
            
            
            $
            1,366.22(Loss)
      from operationsNet
      investment (loss)
            
            
            
            (157.85
            )
            
            
            (17.09
            )
            
            
            (22.72
            )
            
            
            (24.82
            )Net
      trading (loss)
            
            
            
            (1,010.99
            )
            
            
            (129.04
            )
            
            
            (111.04
            )
            
            
            (137.73
            )Net
      (loss)
            
            
            
            (1,168.84
            )
            
            
            (146.13
            )
            
            
            (133.76
            )
            
            
            (162.55
            )Net
      Asset Value, End of the period
            
            
            $
            8,849.32
            
            
            $
            1,131.62
            
            
            $
            969.22
            
            
            $
            1,203.67Total
      Return(1)
      (3)
            
            
            
            (11.67
            )%
            
            
            (11.44
            )%
            
            
            (12.13
            )%
            
            
            (11.90
            )%Supplemental
      DataRatios
      to average net asset value
              Expenses(2)
            
            
            
            7.44
            %
            
            
            6.63
            %
            
            
            9.67
            %
            
            
            8.33
            %Net
      investment (loss)(2)
            
            
            
            (6.75
            )%
            
            
            (5.92
            )%
            
            
            (8.96
            )%
            
            
            (7.65
            )%
 Total
returns are calculated based on the change in value of a unit during the periods
presented.  An individual partner’s total returns and ratios may vary
from the above total returns and ratios based on the timing of subscriptions and
redemptions.
 ___________________
 (1)
            Total
      return is derived as ending net asset value less beginning net asset value
      divided by beginning net asset value, and excludes the effect of sales
      commissions and initial administrative charges on
      subscriptions.
 (2)
            Annualized.
 (3)
            Not
      annualized
 
 * * * *
*
   
  Item
2.           Management’s Discussion and Analysis of Financial Condition and
Results of Operations
  RFMC
Tactical Advisors Fund, L P  (the “Partnership”) engages in the
speculative trading of commodity futures contracts, options on commodities or
commodity futures contracts and forward contracts (“Commodity Interests”). The
objective of the Partnership is the appreciation of its assets through
speculative trading. Ruvane Fund Management Corporation is the General Partner
of the Partnership (the “General Partner”).  The General Partner has
selected Willowbridge Associates Inc. (“Willowbridge”) and Quantitative
Investment Management LLC (“QIM”, and collectively with Willowbridge, the
“Advisors”) as the Partnership’s trading advisors.
  The
success of the Partnership is dependent upon the ability of the Advisors to
generate trading profits through the speculative trading of Commodity Interests
sufficient to produce capital appreciation after payment of all fees and
expenses. Future results will depend in large part upon the Commodity Interests
markets in general, the performance of the Advisors, the amount of additions and
redemptions and changes in interest rates. Due to the 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 Willowbridge
and incentive fees to QIM, payment of management fees to the General Partner and
administrative expenses. The Partnership is required to make trading profits to
avoid depleting and exhausting its assets from the payment of such fees and
expenses.
  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.
  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.
  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 commissions 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 3.0% 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 Partnership’s trading in Commodity Interests. The
flat-rate monthly commission is common among programs such as the
Partnership.
  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 adopt accounting policies and make estimates and assumptions that affect
amounts reported in the Partnership’s financial statements. The critical
accounting estimates and related judgments underlying the Partnership’s
financial statements are summarized below. In applying these policies,
management makes judgments that frequently require estimates about matters that
are inherently uncertain. The Partnership’s significant accounting policies are
described in detail in Note 3 of the Notes to Condensed Financial
Statements.
  
 Investments
in commodity futures, options and forward contracts are recorded on the trade
date and open contracts are recorded in the financial statements at their fair
value on the last business day of the reporting period. The difference between
the original cost basis of the contract and fair value is recorded in income as
a net unrealized gain or loss on open positions in the Condensed Statements of
Financial Condition. Realized gains and losses on closed contracts are recorded
on a first-in-first-out basis. Interest income is recognized on an accrual
basis. All Commodity Interests and financial instruments are recorded at fair
value in the financial statements. Fair value is based on quoted market prices
or estimates of fair value.
  The
Partnership records all investments at fair value in its financial statements,
with changes in fair value reported as a component of “Trading Profits
(Losses)” in the Condensed Statements of Income (Loss). Generally, fair
values are based on quoted market prices; however, in certain circumstances,
significant judgments and estimates are involved in determining fair value in
the absence of an active market closing price.
  Results
of Operations
  Comparison
of the Three Months Ended March 31, 2010 and 2009
  For the
quarter ended March 31, 2010, the Partnership had total losses comprised of net
trading losses representing $(3,489,812) in realized losses on closed positions,
and $(592,369) in change in net unrealized gains on open positions, and
$8,890 in interest income. For the same quarter in 2009 the Partnership had
total losses comprised of net trading losses representing $(8,045,375) in
realized losses on closed positions, and $(846,120) in change in net unrealized
gains on open positions, and $140,403 in interest income.
  In
January 2010, the Partnership had a loss. The Partnership had losses on its
positions in the Japanese Yen, US fixed income markets, the energy sector and
copper; the Partnership generated profits in the Euro currency, sugar and
soybeans. The Partnership recorded a net loss of $(2,707,389). In February 2010,
trading was unprofitable as the Partnership had losses in the energy sector, the
Australian Dollar, gold and sugar; the Partnership had gains in EUR/JPY, the
British Pound, and the Euro currency  The Partnership recorded a net
loss of $(1,694,610). In March 2010, trading was not profitable. The Partnership
had losses in silver, EUR/JPY, the Swiss Franc, and US fixed income markets; the
Partnership had gains in natural gas, sugar, wheat and corn. The Partnership
recorded a net loss of $(925,727).
  In
January 2009, the Partnership had a loss. 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. The Partnership recorded a net loss of $(2,149,279). In February 2009,
trading was unprofitable as the Partnership had losses in gasoline, the Euro,
copper, crude oil and the Australian Dollar; the Partnership had gains the
Japanese Yen, silver, coffee, gold and natural gas. The Partnership recorded a
net loss of $(2,665,073). In March 2009, trading was not profitable. 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
EUR/JPY, copper and the Australian Dollar. The Partnership recorded a net loss
of $(5,673,836).
  For the
quarter ended March 31, 2010, the Partnership had expenses comprised of $772,868
in brokerage commissions (including clearing and exchange fees), $296,340 in
management fees, $68,198 in professional fees, $57,256 in accounting and
administrative expenses, and $59,773 in other expenses. For the same quarter in
2009, the Partnership had expenses comprised of $1,068,876 in brokerage
commissions (including clearing and exchange fees), $413,874 in management fees,
$57,144 in professional fees, $98,747 in accounting and administrative expenses,
and $98,455 in other expenses. Brokerage commissions and management fees vary
primarily as a result of change in assets under management, which are affected
by net income, and capital subscriptions and redemptions. Accounting and
administrative expenses consist primarily of professional fees and other
expenses relating to the Partnership’s reporting requirements under the
Securities Exchange Act of 1934, as amended.
  As a
result of the activity discussed above, the Partnership recorded a net loss of
$(5,327,726) for the quarter compared to a net loss of $(10,488,188) for the
same quarter in 2009.
  At March
31, 2010, the net asset value of the Partnership was $51,451,544, compared to
its net asset value of $65,390,262 at December 31, 2009.
  During
the quarter, the Partnership had no credit exposure to counterparties that are
participants of foreign commodities exchanges or to counterparties dealing in
over the counter contracts which is considered to be material.
  Liquidity
and Capital Resources
  In
general, each Advisor trades 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 trades may be executed on any given
day at prices beyond daily limits. The price of a futures contract occasionally
has exceeded the daily limit for several consecutive days, with little or no
trading, thereby effectively preventing a party from liquidating its 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 the 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 liquidity is caused by
any the above reasons 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
Interests.
  
 The
Partnership’s capital resources are dependent upon three factors: (a) the income
or losses generated by the Advisors; (b) the capital invested or redeemed by the
limited partners; and (c) the capital invested or redeemed by the General
Partner. The Partnership sells limited partnership units to investors from time
to time in private placements pursuant to Regulation D of the Securities Act of
1933, as amended. 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.
  The
General Partner is required to contribute $1,000 to the Partnership. All capital
contributions by the General Partner necessary to maintain such capital account
balance are evidenced by units of general partnership interest, each of which
has an initial value equal to the net asset value per unit at the time of such
contribution. The General Partner may withdraw any excess above its required
capital contribution without notice to the limited partners and may also
contribute any greater amount to the Partnership.
  Item
3. 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 a timely 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 March 31, 2010, by market sector:
  Interest
Rate
  Interest
rate risk is a significant market exposure of the Partnership. Interest rate
movements in one country as well as relative interest rate movements between
countries materially impact the Partnership’s profitability. The Partnership’s
primary interest rate exposure is to interest rate fluctuations in the United
States and the other- G-7 countries. The General Partner anticipates that G-7
interest rates will remain the primary interest rate 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 the United States of America. 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 the energy markets (natural gas, crude oil, heating
oil and unleaded gasoline) as of March 31, 2010, and it is anticipated that
positions in this sector will continue to be evaluated on an ongoing
basis.
  
 
 The
Partnership measures its market risk, related to its holdings of Commodity
Interests based on changes in interest rates, foreign currency rates, and
commodity prices utilizing a sensitivity analysis. The sensitivity analysis
estimates the potential change in fair values, cash flows and earnings based on
a hypothetical 10% change (increase and decrease) in interest, currency and
commodity prices. The Partnership used March 31, 2010 market rates and prices on
its instruments to perform the sensitivity analysis. The sensitivity analysis
has been prepared separately for each of the Partnership’s market risk exposures
(interest rate, currency rate, and commodity price) instruments. The estimates
are based on the market risk sensitive portfolios described in the preceding
paragraph above. The potential loss in earnings is based on an immediate change
in:
  •
            The
      prices of the Partnership’s 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 Interests due to a 10% change
      in the price of the Commodity 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
      disclosed the potential loss to earnings of its commodity price, interest
      rate and currency exchange rate sensitivity positions as of March 31,
      2010.
 
 The
potential loss in earnings for each market risk exposure as of March 31, 2010
was approximately:
  Trading
portfolio:
  Commodity
      price risk
            $
            660,615Interest
      rate risk
            $
            186,786Currency
      exchange rate risk
            $
            134,135
 
 Item
4T. Controls and Procedures
  The
President 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,
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 this evaluation, the General Partner concluded that, as
of March 31, 2010 the Partnership’s disclosure controls are effective and ensure
that information required to be disclosed in the reports filed under the
Securities Exchange Act of 1934 are accumulated and communicated to management
of the General Partner (which consists of the principal of the General Partner)
to allow timely decisions regarding required disclosure. During the first
quarter of 2010, there were no changes in the Partnership’s internal controls
over financial reporting or in other factors that have materially affected, or
are reasonably likely to materially effect, the partnership’s internal control
over financial reporting.
  PART
II. OTHER INFORMATION
  Item
1.           Legal Proceedings.
  The
General Partner is not aware of any pending legal proceedings to which the
Partnership or the General Partner is a party or to which any of their assets
are subject.
  Item
1A.        Risk
Factors
  There are
no material changes from the risk factors disclosed in the Partnership’s latest
Form 10-K.
  
 
 
 Item
2.           Unregistered Sales of Equity Securities and Use of
Proceeds
  There
currently is no established public trading market for the Limited Partnership
Units. As of March 31, 2010, 41,148.6462 Partnership Units were held by 787
Limited Partners and the General Partner. All of the Limited Partnership Units
are “restricted securities” within the meaning of Rule 144 promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), and may not be sold
unless registered under the Securities Act or sold in accordance with an
exemption therefrom, such as Rule 144. The Partnership has no plans to register
any of the Limited Partnership Units for resale. In addition, the Partnership
Agreement contains certain restrictions on the transfer of Limited Partnership
Units. Pursuant to the Partnership Agreement, the General Partner has the sole
discretion to determine whether distributions (other than on redemption of
Limited Partnership Units), if any, will be made to partners. The Partnership
has never paid any distributions and does not anticipate paying any
distributions to partners in the foreseeable future. From January 1, 2010
through March 31, 2010, a total of 516.5616 Partnership Units were subscribed
for the aggregate subscription amount of $846,783. The monthly subscriptions of
these Partnership Units are as follows:
  Date
      of Subscription
            
            Amount
      of
              SubscriptionsJanuary
      2010
            
            $
            208,085February
      2010
            
            $
            404,792March
      2010
            
            $
            233,906
 
 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. Such sales commission in no event exceeded 3% 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
3.            Defaults Upon Senior Securities
  None.
  Item
4.           Removed and Reserved
  None.
  Item
5.           Other Information
  None.
  Item
6.           Exhibits
  31.1           Rule
13a - 14(a)/15d-14(a) Certification
  32.1           Section
1350 Certification
  Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
  Date:  May 17, 2010
            
            RFMC TACTICAL ADVISORS FUND,
      LPBy:/s/
      Robert L. Lerner
              Robert
      L. Lerner
              President,
      Principal Executive Officer and Principal Financial
      Officer