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: 000-53118









RFMC
GLOBAL DIRECTIONAL FUND, LP




(Exact
name of registrant as specified in its charter)




Delaware
            20-8870560(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 x




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 x




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
$38,738,418.


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. Controls and ProceduresITEM
      9B. Other InformationPART IIIITEM
      10.Directors and Executive
    OfficersITEM
      11. Executive CompensationITEM
      12. Security Ownership of Certain Beneficial Owners
      and Management Related Stockholder MattersITEM
      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
Global Directional Fund, LP (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 Partnership may also invest in entities (including other
partnerships or funds) that trade Commodity Interests. 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, their e-mail address
is info@ruvanefunds.com and the General Partner's website is www.ruvanefunds.com.




The
General Partner has been registered with the Commodity Futures Trading
Commission ("CFTC") pursuant to the Commodity Exchange Act ("CEA"), as amended
(the "CEA"), as a Commodity Pool Operator ("CPO") since August 8, 1995, as a
Commodity Trading Advisor ("CTA") since January 12, 1990 and as an introducing
broker since May 8, 1995, and is a member of the National Futures Association
("NFA") in such capacities. The General Partner has selected Welton Investment
Corporation ("WIC" or the "Advisor") as the Partnership's trading advisor. The
Advisor's main business address is The Eastwood Building, San Carlos between 5th
and 6th Carmel, California 93921-6147; telephone: (831) 626-5190; facsimile:
(831) 626-5199; and email: busdev@welton.com. WIC has been registered with the
CFTC as a CTA and CPO since January 4, 1989. WIC is a member of the NFA in such
capacities since January 4, 1989. All trading decisions regarding the
Partnership are made by WIC.




All of
the Partnership's assets are traded pursuant to the Advisor's proprietary
quantitative trading strategy known as Global Directional Portfolio. The assets
of the Partnership are currently traded at a leverage ratio of 1.2 (such amount
is referred to herein as the "Trading Level"). In addition, the Partnership
trades a somewhat more limited set of markets than other accounts traded
pursuant to the Advisor's Global Directional Portfolio strategy.  The
General Partner may in its discretion change the Trading Level at any time or
elect to have the Advisor trade a more extensive set of markets. The Partnership
may trade futures and forward contracts on commodities, energies, interest
rates, currencies and stock indices. A representative list of the types of
markets that may be traded is set forth on page nine.




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.




In
accordance with the Limited Partnership Agreement of the Partnership (the
"Limited Partnership Agreement"), the Partnership offers limited partnership
interests in private offering pursuant to Regulation D as adopted under section
4(2) of the Securities Act of 1933, as amended. The Partnership will offer the
units 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 Partnership offers two classes of limited partnership
interests, the Institutional Class and the Investor Class. What class of
interests an investor is permitted to purchase will depend upon the nature of
the investor (e.g., whether the investor is an institutional investor or an
individual investor) and whether a sales agent will receive a commission with
respect to such investor. The Investor Class will be charged a 7.00% annual
brokerage fee and the Institutional Class will be charged a 4.00% annual
brokerage fee. In addition, the classes may be comprised of different series. If
the General Partner establishes with respect to a limited partner a fee
arrangement whereby the commission charges, General Partner management fee or
incentive allocation to the General Partner is different from the general
Investor Class or Institutional Class (or any series that has previously been
established under the Investor Class or Institutional Class), a new series will
be established under the relevant class to reflect such fee arrangement. The
General Partner may establish different series in its discretion with higher or
lower fees than those described herein to reflect different fee arrangements the
General Partner may wish to establish for an investor (or group of investors)
for marketing purposes. All limited partnership interests, regardless of series
or class, will share on a pro rata basis in the Partnership's holdings and
trading results and will have the same redemption and consent rights and are
subject to the same minimum investment amounts.




The
General Partner




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




The
General Partner is responsible for the selection of commodity trading advisors
for the Partnership. The General Partner has currently selected WIC to act as
trading advisor for the Partnership and the Partnership's capital will be
allocated to the Global Directional Portfolio of WIC. The General Partner, in
the future, may allocate the Partnership's assets to other trading programs. In
addition, the General Partner may introduce the Partnership's trades to the
Partnership's commodity brokers. Under the terms of the Limited Partnership
Agreement, the General Partner will maintain a general partner contribution of
$1,000 to the Partnership. As of December 31, 2009 the General
Partner owned $729,100 of partnership interests. The General Partner is a
Delaware Corporation organized in January 1990. The principal of the General
Partner is Robert L. Lerner. See "Directors and Executive
Officers."




Futures
Trading




Futures
contracts are contracts made on or through a commodity exchange and provide for
future delivery of agricultural and industrial commodities, precious metals,
foreign currencies or financial instruments, and in the case of certain
contracts, such as stock index futures contracts and Eurodollar futures
contracts, provide for cash settlement. Such contracts are uniform for each
commodity on each exchange and vary only with respect to price and delivery
time. A contract to buy or sell may be satisfied either by making or taking
delivery of the commodity and payment or acceptance of the entire purchase price
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 will be for
speculative rather than for hedging purposes.




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




Investment
Philosophy




The
General Partner believes that, if an investor utilizes a disciplined approach to
managing risk, and is appropriately capitalized, the investor will earn a
premium for bearing risk. It is this premium that is the source of returns to
futures investing. The returns to futures investing are driven by events that
upset the supply and demand equilibrium of the underlying commodity market. For
example, a change in the prime rate will affect interest rate and currency
instruments, a drought will alter the production expectations for agricultural
products, or the prospect of a war in the Middle East will cause the prices of
crude oil and its derivatives to fluctuate. It is during these periods of
disruption that the risk premium generally is paid. Conversely, when commodity
markets are stable and directionless, returns from risk premium 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
General Partner will allocate the Partnership's capital to WIC's Global
Directional Portfolio. The General Partner measures the success of an investment
program by its trading and research results and experience. The General Partner
believes, on the basis of its past experience, that an account should be
considered a long-term investment in order to afford the trading strategy time
to operate under a variety of different market conditions. Consequently, the
General Partner may choose not to reallocate capital from or terminate a trading
strategy even if that investment program or trading strategy has had an
unprofitable period of significant duration.




Extensive
leverage is available in futures markets. The General Partner will monitor WIC's
trading so that leverage remains within levels acceptable to the General
Partner, in its sole discretion. Currently, the leverage that WIC will employ on
behalf of the Partnership is 1.2, or 20% higher than the actual funds allocated
to WIC (such amount is referred to herein as the "Trading Level"). In general,
margin commitments for the Partnership will range between 15% and 20% of
capital, although they may be substantially more or less than that any time.
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.




As of
December 31, 2009 the below sectors represented the indicated estimated
percentage of the Partnership's portfolio and the Partnership held the following
futures contracts:




Agricultural
      Products - 3%
            Energy
      – 4%Coffee
      14
            Heating
      Oil 10Cotton
      42
            Light
      Sweet Crude Oil 15World
      Sugar 40
            Natural
      Gas 9Corn
      66
            New
      York Harbor RBOB Gasoline 7Soybeans
      51Lean
      Hogs 81
            Equities
      – 4%Live
      Cattle 50CAC
      40 (JUMBO) 42Currencies
      – 14%
            German
      Sock Index (DAX) 9Hang
      Seng Index 12Australian
      Dollar 88
            NASDAQ
      100 E-MINI 70Brazilian
      Real 22
            NIKKEI
      Stock Average 34British
      Pound 3
            Standard
      & Poor's 500 Stock Price and Dow Mini Indices 18Euro/British
      Pound Cross Rate -0-
            Other
      European Stock Indices 21Euro/Japanese
      Yen Currency Cross Rate -0-
            Interest
      Rates Long Term - 24%Euro/Swiss
      Franc Currency Cross Rate -0-Japanese
      Yen 50
            Japanese
      Government Bonds 34Mexican
      Peso 23
            Long-term
      Euro Bund 62New
      Zealand Dollar 110
            Ten-Year
      U.S. Treasury Notes 240South
      African Rand 12Swiss
      Franc 54
            Interest
      Rates Short Term – 44%Australian
      Dollar/Japanese Yen Cross Rate 5Euro
      Currency 25
            Eurodollars
      11Canadian
      Dollar 66
            Three
      Month Euribor 454Swedish
      Krona -0-Norwegian
      Krone 21
            Metals
      – 7%Copper
      36High
      Grade Primary Aluminum 64Nickel,
      Tin and Zinc 85Gold
      80




The
Partnership has no employees and the General Partner has two employees. Fund
Administration and management information systems are provided by NAV
Consulting, Inc.




The
Advisor




The
General Partner has selected WIC as the Partnership's trading advisor. WIC is
not affiliated with the General Partner except as described in "Conflicts of
Interest." WIC makes trading decisions pursuant to its proprietary quantitative
trading strategy known as Global Directional Portfolio.




WIC
provides qualified investors professional investment management services focused
on managed futures-based trading strategies utilizing quantitative research
combined with experienced portfolio management. WIC's primary activity is to
buy, sell (including short sales), spread or otherwise trade in commodity
futures contracts, options on futures contracts, forward contracts, commodity
options, physical commodities, swaps, currencies and related instruments on
United States and foreign exchanges in agricultural products, energy products,
financial instruments and indices, foreign currencies, and metals.




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




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




The
trading strategy WIC follows does not assure the success of the Partnership.
Investment decisions made in accordance with this strategy 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
WIC. Accordingly, no assurance can be given that WIC's trading strategy will
result in profits to investors in the Partnership.




Allocation of
Capital




All of
the Partnership's assets are currently allocated to WIC's Global Directional
Portfolio, which is a proprietary quantitative trading strategy, and are traded
at a leverage ratio of 1.2.  In addition, the Partnership trades a
somewhat more limited set of markets than other accounts traded pursuant to the
Advisor’s Global Directional Portfolio strategy.  The General Partner,
in the future, may allocate the Partnership's assets to other trading strategies
and investment programs.




WIC's Global Directional
Portfolio




WIC's
Global Directional Portfolio is a comprehensive managed futures program designed
to reliably deliver the style class returns of directional managed futures
accompanied by a sustainable performance advantage. The trading program consists
only of positions on futures and forward contracts and will not include equity
securities, bonds or other similar instruments. The trading program guides WIC's
investment decisions on behalf of the Partnership.




The
trading system used by WIC is proprietary and confidential. The description
above, therefore, is of necessity general and not intended to be
exhaustive.




List of Markets
Traded





Below is
a list of markets that WIC may invest in. The list is provided only as an
indication of markets traded since WIC may remove and add to the list from time
to time.




Agriculture
              Interest Rates
              Currencies
              Stock IndicesCocoa
              10-Yr.
      Euro Swapnote®
              Australian
      Bank Bills
              Argentine
      Peso
              Indonesian
      Rupiah
              AEX
      Index
              MSCI
      Singapore Fee IndexCoffee
              Australian
      Bonds (3, 10-yr.)
              Canadian
      Bank Bills
              Australian
      Dollar
              Japanese
      Yen
              CAC
      40 Index
              MSCI
      Taiwan IndexCorn
              British
      Long Gilts
              Euribor
              Australian
      Dollar/Japanese Yen
              Korean
      Won
              DAX
      Index
              Nasdaq
      100 IndexCotton
              Canadian
      Bonds (10-yrs.)
              Eurodollar
              Brazilian
      Real
              Mexican
      Peso
              Dow
      Jones Euro Stoxx 50 Index
              Nikkei
      IndexLean
      Hogs
              Euro-Bobl
              Euroswiss
              British
      Pound
              New
      Zealand Dollar
              Dow
      Jones Industrial Index
              OMXS
      30 IndexLive
      Cattle
              Euro-Bund
              Euroyen
              Canadian
      Dollar
              Norwegian
      Krone
              FTSE
      100 Index
              S&P/ASE
      200 IndexSoybean
      Meal
              Euro-Shatz
              Libor
      (1-mo.)
              Chilean
      Peso
              Peruvian
      New Sol
              Hang
      Seng Index
              S&P
      500 IndexSoybean
      Oil
              Japanese
      Govt Bond
              New
      Zealand Bank Bills
              Columbian
      Peso
              Philippine
      Peso
              IBEX
      35 Index
              S&P
      Canada 60 IndexSoybeans
              U.S.
      Notes (2 ,5, 10 -yr.)
              Short
      Sterling
              Czech
      Koruna
              Polish
      Zloty
              MIB
      30 IndexSugar
              U.S.
      Bond (30-yr.)
              U.S.
      Fed Funds
              Euro
      currency
              Singapore
      DollarWheat
              Metals
              Euro
      Currency/British Pound
              South
      African RandEnergies
              Aluminum
              Euro
      Currency/Japanese Yen
              Swedish
      KronaBrent
      Crude
              Copper
              Euro
      Currency/Swiss Franc
              Swiss
      FrancCrude
      Oil
              Gold
              Hong
      Kong Dollar
              Taiwan
      DollarGasoil
              Lead
              Hungarian
      Forint
              Thai
      BahtHeating
      Oil
              Nickel
              Indian
      Rupee
              Turkish
      LiraNatural
      Gas
              SilverUnleaded
      Gas
              Tin
                Zinc
  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
Clearing Broker and Introducing Broker




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




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




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




Bridgeton
Global Investor Services, Inc. (“Bridgeton”) 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. 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. As of December 31, 2008 and December 31, 2009,
the Partnership had no material credit risk exposure to a counterparty that is a
foreign commodities exchange.




Fees
and Expenses




The
General Partner




Management
Fee




The
Partnership pays the General Partner a quarterly management fee in an amount
equal to 1% annually of the net asset value of the Partnership as of the first
business day of each calendar quarter before deducting (i) accrued ordinary
legal, accounting and auditing fees and (ii) any incentive allocations payable
to the General Partner. The General Partner may pay a portion of its management
fee or incentive allocation to finders (appropriately registered marketing and
selling agents) the General Partner may engage from time to time. The General
Partner may waive all or any portion of the management fee with respect to any
Limited Partner.




Incentive
Allocation




The
General Partner will also receive as of the end of each quarter an incentive
allocation of 20% of New Profits (as defined below), if any. If any incentive
allocation is made to the General Partner, it will retain the amount allocated
regardless of any subsequent decline in account value, but will not be eligible
to receive subsequent incentive allocations until the Partnership has recouped
its losses and earned New Profits. The General Partner will pay three-fourths of
any incentive allocation it receives to WIC, and the General Partner may
distribute a portion of its share of the incentive allocation to properly
registered selling agents as compensation for their ongoing services to the
Partnership. The General Partner may waive all or any portion of the incentive
allocation with respect to any Limited Partner.




"New
Profits" for the purpose of calculating the General Partner's incentive
allocation 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 allocations made 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 allocation was paid or payable (after deduction of such incentive
allocation). 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 allocation calculation is made, and (iii) increased
by the amount of any losses attributable to redemptions.




Brokerage
Commission




The
Partnership pays to the General Partner a flat-rate monthly brokerage commission
of up to approximately 0.583% of the net asset value of the limited partnership
interests of the Partnership as of the beginning of each month (a 7.00% annual
rate) for the Investor Class. The General Partner will pay from this amount up
to 3% to properly registered selling agents as compensation for their ongoing
services to the Partnership. Institutional Class interests will pay the General
Partner a monthly flat-rate brokerage commission of 0.333% of the net asset
value of such interests as of the beginning of each month (a 4.00% annual rate).
In addition to payments to properly registered selling agents, the General
Partner will pay from the brokerage commission all floor brokerage, exchange,
clearing and NFA fees with respect to the Partnership's trading, but the
Partnership will pay all other execution costs, including give-up charges and
service fees assessed by certain forward dealing desks. 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. To the extent that the
General Partner pays less than 3% to a selling agent with respect to any limited
partnership interests sold by such selling agent, the brokerage commission
charged with respect to those limited partnership interests will be reduced
accordingly. To the extent different brokerage commissions are charged because
of the varying payments to selling agents, a new series for the Class will be
established. 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 allocations 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.
The General Partner may pay a portion of the brokerage commission to finders the
General Partner may engage from time to time.




Organizational and Initial
Offering Costs




The
General Partner paid the organizational and initial offering expenses of the
Partnership which amounted to $23,910. These costs include legal and accounting
fees, printing expenses, escrow charges, filing and registration costs. The
Partnership has reimbursed the General Partner for these expenses.




The
Advisor




Management
Fee




The
Partnership will pay to WIC a quarterly management fee of 0.50% (2% per year) of
the Trading Level (as defined below) for each month during such
quarter.




The
Partnership's "Trading Level" shall mean the Partnership's Net Asset allocated
to WIC times the leverage to be employed by WIC from time to time upon the
direction of the General Partner. Currently, this leverage ratio is 1.2. The
Partnership's "Net Assets" shall mean the total assets of the Partnership
including all cash and cash equivalents (valued at cost), 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 allocations, determined
in accordance with the principles specified in the Limited Partnership Agreement
and, where no principle is specified, in accordance with generally accepted
accounting principles. 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 the 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.




Commodity
Brokers




The
General Partner will pay from the flat brokerage commission the futures
brokerage commissions (including NFA assessments and exchange fees) for the
Partnership's trading. The General Partner believes that the brokerage rates to
be paid will generally be competitive with those charged by other commodity
brokers; however, other commodity brokerage firms might offer lower rates to
other accounts.




Selling
Agents




The
General Partner shall pay selling agents from the flat-rate brokerage commission
3% of the net asset value of the limited partnership interests sold by such
selling agent. 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 contact or the premium
in the case of an option contact.




Others




The
General Partner will pay expenses of the continuing offering (consisting
primarily of printing fees), estimated to be approximately $15,000 per year. The
Partnership will pay ordinary operating expenses actually incurred by the
Partnership, including periodic legal, accounting, and auditing fees, and other
administrative expenses and fees associated with the operation of the
Partnership, which are estimated to be approximately $400,000 per year
(excluding any extraordinary expenses).




Trading
For Own Account




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




The
Partnership has no employees and the General Partner has two employees. The fund
administration and management information systems are provided by 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 Limited 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.
Accordingly, 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 WIC's 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 WIC's trading programs.
Furthermore, the General Partner may engage the services of WIC as a commodity
trading advisor for other product offerings.




Because
the General Partner is responsible for paying the futures brokerage commissions
and fees of the Partnership from the flat monthly brokerage commission it
receives from the Partnership (and will pay from its own funds to the extent
such commissions and fees exceed the flat monthly brokerage commission), 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 the investment programs that will result in less brokerage
commissions and fees to the Partnership.




Management of Other Accounts
by the Advisor and the General Partner




The
Advisor and its affiliates currently manage other accounts. As of December 31,
2009, WIC managed 16 accounts. In addition, the General Partner acts as general
partner for another limited partnership, RFMC Tactical Advisors Fund, LP,
that trades commodity interests and may compete with the Partnership for
positions, and the Advisor, the General Partner and their respective affiliates
may act in the future as manager of additional accounts and as general partner
for other such limited partnerships. Such accounts and partnerships may hold
positions either similar or opposite to the positions taken by the Partnership,
and the compensation received by the Advisor or the General Partner from such
other accounts and partnerships may differ from the compensation they receive
from the Partnership. Such differing compensation arrangements may provide an
incentive for the General Partner or WIC to favor one account over
another.




As the
Advisor manages additional accounts, these accounts will increase the level of
competition for the same trades made for the Partnership. Further, during the
normal course of trading, orders for a client's account may be executed in
competition with the orders for other client accounts managed by WIC. Depending
on market liquidity and other factors, this possibility could result in client
orders being executed at prices that are less favorable than would otherwise be
the case. In addition, WIC 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. Limited partners of the Partnership will not be permitted
to inspect the trading records of the General Partner, WIC or their respective
principals due to their confidential nature.




Trading by Affiliates of the
General Partner for Their Own Accounts




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




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




Since WIC
and its principals have traded, and may continue to trade commodity interests
for their own accounts, 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 WIC to exercise good faith and fairness in all matters
affecting client accounts. Further, 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 WIC. Depending on market
liquidity and other factors, this possibility could result in client orders
being executed at prices that are less favorable than would otherwise be the
case. In addition, WIC 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. Limited partners of the Partnership will not be permitted
to inspect the trading records of the General Partner, WIC or their respective
principals due to their confidential nature.




Trading by Affiliates of
Clearing Brokers for Their Own Accounts




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




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




The
exculpatory provisions of the Limited Partnership Agreement provide that the
General Partner and its affiliates will not be liable to the Partnership or the
limited partners unless the General Partner (or its affiliate) has (i) violated
federal or state securities laws, (ii) engaged in conduct which amounts to
intentional or criminal wrongdoing or gross negligence or willful misconduct,
(iii) breached its fiduciary duty, or (iv) not acted in good faith in the
reasonable belief that it was acting in, or not opposed to, the best interests
of the Partnership. In no event shall the General Partner be liable to the
Partnership or to any of the limited partners for punitive or consequential
damages. A limited partner can only bring a claim against the General Partner
and its assets, and not against any affiliate of the General Partner. In
addition, the Partnership has agreed to indemnify the General Partner and its
affiliates from and against any loss or expense (including legal fees and
expenses actually and reasonably incurred in defense of any claims, including
claims by limited partners) resulting from actions or omissions relating to the
Partnership, provided that such actions or omissions were for a purpose
reasonably believed to be in, or not opposed to, the best interests of the
Partnership and were not (i) in violation of federal or state securities laws,
(ii) a result of intentional or criminal wrongdoing or gross negligence or
willful misconduct, or (iii) in violation of the General Partner's fiduciary
obligations to the Partnership. Further, each limited partner waives any claim
it may have at any time that arises out of the General Partner's engagement of
an affiliate to provide services to the Partnership, and the Partnership agrees
to indemnify the General Partner in connection with any claim against the
General Partner relating to its engagement of affiliates to provide services to
the Partnership. The foregoing rights to indemnification and payment of legal
fees and expenses shall not be affected by 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 Limited Partnership Agreement, including the authority
of the General Partner to enter into trading advisory agreements under the
Limited Partnership Agreement, the absence of judicial decisions providing
standards defining excessive trading and the exculpatory provisions in the
Limited Partnership Agreement.




ITEM 1A. Risk Factors




Commodity Interest Trading
is Speculative and Volatile




A
principal risk in Commodity Interest trading is the rapid fluctuation in the
market prices of Commodity Interest contracts. The profitability of the
Partnership depends greatly on the General Partner and WIC correctly
participating in sustained trends in market prices. If the General Partner or
WIC do not correctly participate in such sustained trends (or if such trends do
not occur), large losses could result. Price movements of Commodity Interest
contracts are influenced by such factors as: changing supply and demand
relationships; government trade, fiscal, monetary and exchange control programs
and policies; national and international political and economic events; and
speculative frenzy and the emotions of the market place.




Commodity Interest Trading
Is Highly Leveraged




Commodity
Interest contracts are typically traded on margin. 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 market
price of a Commodity Interest 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.
The Partnership may lose more than its initial margin deposit on a
trade.




Commodity Interest Trading
May Be Illiquid




It is not
always possible to execute a buy or sell order at the desired price, or to close
out an open position, due to market conditions. Daily price fluctuation limits
are established by the exchanges and approved by the CFTC. When the market price
of a Commodity Interest contract reaches its daily price fluctuation limit, no
trades can be executed at prices outside such limit. The holder of a Commodity
Interest contract (including the Partnership) may therefore be locked into an
adverse price movement for several days or more and lose considerably more than
the initial margin put up to establish the position. Another instance of
difficult or impossible execution occurs in thinly traded or illiquid
markets.




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.  The Advisor continues to place a large majority of
its 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.




Trading of Forward
Contracts




The
Partnership may trade forward contracts on foreign currencies. Forward contracts
are not traded on exchanges and the Partnership will not receive the regulatory
protections of the exchanges or the CFTC in connection with such trading. As a
result, the Partnership may incur substantial losses if the banks and dealers
acting as principals on forward contracts with the Partnership are unable to
perform. In addition, there are no limitations on daily price moves in forward
contracts, and speculative position limits do not apply to forward contract
trading. Further, there have been periods when participants in forward markets
have refused to quote prices for forward contracts or have quoted prices with an
unusually wide spread between the price at which they will buy and that at which
they will sell. Finally, it is possible that the CFTC or certain other
governmental agencies may in the future attempt to prevent the Partnership from
trading in the forward markets.




Options
Trading




The
Partnership may trade options (both puts and calls) on commodity futures
contracts on exchanges where the CFTC has authorized such trading. An option's
value 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 losing his entire
investment (i.e., the premium paid). Similarly, the "uncovered writer" of an
option risks loss due to an adverse price movement in the underlying futures
position. Spread positions using options involve the same risks as the purchase
and writing of options. In addition, in the event the Partnership were to write
uncovered options as one part of a spread position and the 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. WIC presently does not trade
options in its Global Directional Portfolio.




Trading in the Forex
Markets




The
Partnership may trade in the forex markets.  Currency prices are
highly volatile. Price movements for currencies are influenced by, among other
things: changing supply-demand relationships; trade, fiscal, monetary, exchange
control programs and policies of governments; United States and foreign
political and economic events and policies; changes in national and
international interest rates and inflation; currency devaluation; and sentiment
of the market place. None of these factors can be controlled by the Partnership,
the General Partner or WIC and no assurance can be given that WIC’s advice will
result in profitable trades.  The interbank market consists of a
direct dealing market, in which a participant trades directly with a
participating bank or dealer. The Partnership will trade in the interbank market
through one or more dealers that will place trades as principals on the
interbank market and simultaneously enter into offsetting transactions with the
Partnership.  The banks or financial institutions that serve as
dealers may add a commission to the prices they communicate to their customers,
or they may incorporate a fee into the quotation of price.  In
addition, the dealers may establish credit limits for their
customers.  Trading in the interbank markets differs from trading in
futures or futures options in a number of ways that may create additional risks.
For example, there are no limitations on daily price moves in most currency
markets. In addition, the principals who deal in interbank markets are not
required to continue to make markets. There have been periods during which
certain participants in interbank markets have refused to quote prices for
interbank trades or have quoted prices with unusually wide spreads between the
price at which transactions occur.




Charges to
Partnership




The
limited partnership interests of the Partnership will be required to pay a fixed
annual management fee (paid quarterly to the Advisor), and a fixed monthly
brokerage commission, a fixed quarterly management fee and, under certain
circumstances, a quarterly incentive allocation to the General Partner. The
Partnership also is obligated to pay certain execution costs, as well as all
legal, accounting, auditing and other administrative expenses and fees
associated with the operation of the Partnership, 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 by these charges and
fees. There can be no assurance that the Partnership will achieve any
profits.




Possible Effects of
Speculative Position Limits




The CFTC
and domestic exchanges have established speculative position limits ("position
limits") on the maximum futures position which any person, or group of persons
acting in concert, may hold or control in particular futures contracts or
options on futures contracts traded on U.S. commodity exchanges. All futures and
options on futures accounts owned or controlled by WIC and its affiliates are
combined for position limit purposes. WIC may be required to reduce the size of
the futures positions which would otherwise be taken for the Partnership in
order to avoid exceeding such limits. Such modification of trades of the
Partnership, if required, could adversely affect the operations and
profitability of the Partnership. The General Partner will monitor the
Partnership's compliance with position limits.




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 filing the Partnership has not done so, the
Partnership may in the future establish lines of credit in connection with
trading forward contracts.  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 strategy for the Partnership. The selection by
the General Partner of the current trading strategy involved numerous
considerations. The General Partner evaluated the performance record 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 strategy 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 the
current trading strategy or to select additional trading strategies and
investment programs for the Partnership, and the General Partner will have to
consider similar factors 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.


Conflicts of
Interest




There may
exist conflicts of interest between the General Partner and WIC, on the one
hand, and the Partnership, on the other hand. For example, the General Partner
may have a conflict of interest between choosing the trading programs or
commodity brokers the General Partner believes will be most advantageous to the
Partnership and maintaining the General Partner's relationship with WIC or a
commodity broker. If the General Partner decides to retain WIC or a commodity
broker when it does not believe it is most advantageous to the Partnership, the
Partnership's performance may be adversely affected. In addition, WIC manages
accounts other than the Partnership and the General Partner operates a commodity
fund other than the Partnership, and may operate more in the future. WIC and the
General Partner may have reason to favor these other accounts or funds over the
Partnership and the performance of the Partnership may be adversely affected as
a result of such favoring of other accounts. These conflicts and others are
discussed in greater detail in "Conflicts of Interest".




Reliance on the
Advisor




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




New Trading Strategies and
Investment Programs




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




Experience of the General
Partner; Reliance on Key Individuals




The
General Partner has operated only one other commodity pool, however, that pool
has been operating continuously since April 1991. The trading strategy which
will be utilized to direct trading for the Partnership has been utilized to
direct futures trading for other investors since June 2004 (however, WIC has
been managing customer accounts using other strategies since 1989). WIC, to a
great extent, relies on certain key individuals, Patrick Welton and Brent
Hankins, 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.




The Partnership has a
Limited Performance History. You Must Not Rely on the Past Performance of Either
WIC or the General Partner in Deciding Whether to Buy an
Interest.




The
future performance of the Partnership is entirely unpredictable, and the past
performance of WIC and of the other commodity pool operated by the General
Partner is not necessarily indicative of their future results.




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




In the
event of the termination of the Advisory Agreement or of any arrangements with
the Partnership's commodity brokers, the General Partner must renegotiate or
make such other arrangements for trading advisors, trading systems or brokerage
services, as the case may be. No assurance is given that the services of the
Advisor or the services of the commodity brokers will be available after the
termination of any such agreements. In case of the termination of any agreements
with the Advisor or the Partnership's commodity brokers, there is a possibility
that the Partnership's assets would not be able to be traded as effectively,
thereby increasing the possibility of losses being incurred by Partnership and
the limited partners.




Limited Ability To Liquidate
or Withdraw Investment in Limited Partnership Units




There
currently is no established public trading market for the limited partnership
interests and the Partnership has no plans to register any of the limited
partnership interests for resale. In addition, the Limited Partnership Agreement
contains certain restrictions on the transfer of limited partnership interests.
As of the last day of any month, a limited partner may redeem all of its limited
partnership interests 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 interests 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 by its counsel 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 be not
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. The Partnership is, however, a "commodity pool" subject to regulation as
such by the CFTC under the CEA. The General Partner and WIC each are registered
with the CFTC as a CPO and a CTA and both are members of the NFA.




In
addition, the General Partner is registered as an introducing broker with the
CFTC and is a member of NFA in such capacity.




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




There
currently is no established public trading market for the Limited Partnership
Units. As of December 31, 2009, 41,581.3784 Partnership Units were held by 538
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, 2009 through December 31, 2009, 17,088.7366 Partnership Units were
subscribed for the aggregate net subscription amount of $19,579,953. Details of
the subscriptions of these Partnership Units are as follows:






Amount
      ofSubscriptionsJanuary
      2009
            
            $
            4,252,928February
      2009
            
            $
            2,738,066March
      2009
            
            $
            4,061,544April
      2009
            
            $
            1,361,575May
      2009
            
            $
            1,582,996June
      2009
            
            $
            655,802July
      2009
            
            $
            873,230August
      2009
            
            $
            869,641September
      2009
            
            $
            1,006,092October
      2009
            
            $
            664,644November
      2009
            
            $
            584,908December
      2009
            
            $
            928,527




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 Years Ended December 31, 2009 and 2008
      and
              for the Period August 1, 2007
      (commencement
              of operations) to December 31,
      20072009
            
            
            2008
            
            
            2007Operations
      Data:Income:Interest
      Income
            
            $
            76,326
            
            
            $
            438,372
            
            
            $
            77,701Expenses:Brokerage
      Commissions
            
            
            2,970,353
            
            
            
            1,576,493
            
            
            
            135,812Management
      Fees
            
            
            1,455,367
            
            
            
            754,196
            
            
            
            68,038Administrative
      Expenses (comprised of professional fees, administrative and
              accounting
      fees and other expenses)
            
            
            435,256
            
            
            
            410,098
            
            
            
            130,382Interest
      Expense
            
            
            0
            
            
            
            3,273
            
            
            
            0Net
      Realized Gains (Losses) on Closed Positions
            
            
            (3,363,824
            )
            
            
            7,962,782
            
            
            
            202,201Change
      in Net Unrealized Gains (Losses) in Open Positions
            
            
            (589,789
            )
            
            
            62,891
            
            
            
            281,684Incentive
      Allocation, net of waiver
            
            
            0
            
            
            
            1,106,221
            
            
            
            40,669Net
      Income (Loss) after General Partner incentive allocation
            
            $
            (8,738,263
            )
            
            $
            4,613,764
            
            
            $
            186,585Net
      Income (Loss) after General Partner incentive allocation Per
      Unit:Investor
      Class
            
            $
            (222.04
            )
            
            $
            237.74
            
            
            $
            7.29Institutional
      Class – Series 1
            
            $
            (202.27
            )
            
            $
            308.40
            
            
            $
            27.04Institutional
      Class - Series 2
            
            $
            (158.55
            )
            
            $
            278.08
            
            
            $
            19.47Institutional
      Class – General Partner - Series 3
            
            $
            (694.14
            )
            
            $
            3,470.49
            
            
            $
            91.02As
      of December 31,Financial
      Condition Data:
            
            
            2009
            
            
            2008
            
            
            
            2007Limited
      Partners' Capital (Investor Class)
            
            $
            38,976,534
            
            
            $
            34,232,682
            
            
            $
            4,339,665Limited
      Partners' Capital (Institutional Class, Series 1)
            
            
            1,689,632
            
            
            
            2,075,754
            
            
            
            1,638,843Limited
      Partners' Capital (Institutional Class, Series 2)
            
            
            1,539,004
            
            
            
            589,829
            
            
            
            43,279General
      Partner's Capital (Institutional Class, Series 3)
            
            
            729,101
            
            
            
            835,858
            
            
            
            617,805Partners'
      Capital (Net Asset Value)
            
            $
            42,934,271
            
            
            $
            37,734,123
            
            
            $
            6,639,592Total
      Assets
            
            $
            43,896,846
            
            
            $
            43,146,903
            
            
            $
            7,183,968Net
      Asset Value per Unit (Investor Class)
            
            $
            1,012.75
            
            
            $
            1,245.03
            
            
            $
            1007.29Investor
      Class Units Outstanding
            
            
            38,486
            
            
            
            27,495
            
            
            
            4,308Net
      Asset Value per Unit (Inst. Class, Series 1)
            
            $
            1,131.35
            
            
            $
            1,335.44
            
            
            $
            1,027.049Inst.
      Class, Series 1 Units Outstanding
            
            
            1,493
            
            
            
            1,554
            
            
            
            1,596Net
      Asset Value per Unit (Inst. Class, Series 2)
            
            $
            1,088.86
            
            
            $
            1,297.55
            
            
            $
            1,019.47Inst.
      Class, Series 2 Units Outstanding
            
            
            1,413
            
            
            
            455
            
            
            
            42Net
      Asset Value per Unit (Inst. Class, GP, Series 3)
            
            $
            3,868.49
            
            
            $
            4,561.51
            
            
            $
            1,091.03Inst.
      Class, GP, Series 3 Units Outstanding
            
            
            188
            
            
            
            183
            
            
            
            566





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





General




The
Partnership was formed on March 19, 2007 under the laws of the State of
Delaware. The Partnership commenced trading operations as of August 1, 2007 with
partners' capital of $4,071,453. 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. The Partnership's future
operating results will depend in large part upon the Commodity Interest markets
in general, the performance of the Advisor, changes in interests rates and the
amount of subscriptions and redemptions. Because of the nature of these factors
and their interaction, past performance is not indicative of future results and
it is impossible to predict future operating results, financial position and
cash flows of the Partnership.




The
Partnership incurs substantial charges from the payment of brokerage commissions
to the General Partner, payment of management fees to the General Partner and
the Advisor, payment of incentive allocation to the General Partner in certain
circumstance 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. At current
interest rate levels,  the Partnership is expected to earn an
effective annual income of  0.3% of net assets.  Accordingly, the
Investor Class would need to generate trading income of 11.3% over a year
to break even and the Institutional Class would need to generate trading income
of 8.3% over a year to break even. The markets in which the Commodity Interests
trade are constantly changing in character and in degree of volatility. The
General Partner continues to evaluate and analyze from both quantitative and
qualitative perspectives the ability of the Advisor to trade effectively on the
Partnership's behalf in the context of the current market environment. The
General Partner seeks to limit market and credit risks by monitoring daily
income and margin levels. The General Partner also relies upon the risk
management strategies inherent in the Advisor's trading program. In the future,
the General Partner may utilize additional strategies or appoint additional
advisors to trade on behalf of the Partnership.




Currently
the assets of the Partnership are allocated for trading in Commodity Interests
entirely to the Global Directional Portfolio, a proprietary quantitative trading
strategy developed and operated by WIC.




Limited
partnership interests pay to the General Partner a flat-rate monthly brokerage
commission of approximately 0.583% of the net asset value of the Partnership as
of the beginning of each month (a 7.0% annual rate). 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 limited partnership interests will be reduced
accordingly. The General Partner pays from this amount all floor brokerage,
exchange, clearing and NFA fees with respect to the Partnership's trading, but
the Partnership will pay all other execution costs, including give-up charges
and service fees assessed by certain forward dealing desks. 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.




Result of
Operations




Comparison
of the Fiscal Years Ended December 31, 2009 and 2008.




As of
December 31, 2009, total partners' capital (net asset value) of the Partnership
was $42,934,271 compared to its net asset value of $37,743,123 at December 31,
2008. The Partnership's 2009 subscriptions and redemptions totaled $19,579,953
and $5,641,542 respectively, compared to $28,159,170 and $2,784,624
respectively, in 2008.




For the
year ended December 31, 2009, the Partnership had net realized and unrealized
trading losses of $(3,953,613) and $76,326 in interest income. For that same
period, the Partnership had expenses comprised of $2,970,353 in brokerage
commissions including clearing and exchange fees, $1,455,367 in management fees,
$247,764 in professional fees, and $187,492 in accounting, administrative fees
and other expenses. After paying the General Partner’s incentive allocation of
$0 the Partnership recorded a net loss of $(8,738,263) for the year ended
December 31, 2009.




Interest
income decreased to $76,326 from $435,099 in 2008 primarily due to declining
interest rates through 2009. Brokerage commissions increased to $2,970,353 from
$1,576,493 in 2008 primarily due to an increase in assets under
management.  Management fees are charged as a percentage of the net
assets and increased to $1,455,367 from $754,196 in 2008 as assets under
management increased. Accounting, administrative fees and other expenses
increased to $187,492 from $158,041 in 2008 as a result of an increase in
administrative and accounting fees and other expenses.




In
January 2009, the Partnership was unprofitable. The Partnership generated losses
on its positions in New Zealand Dollar, Australian Dollar, European fixed income
markets, the Japanese Yen, Asian stock indices and zinc; the Partnership had
gains in aluminum, Canadian Dollar, European stock indices and Swiss Franc. The
Partnership recorded a net loss of $1,738,093. In February 2009, trading was
unprofitable as the Partnership had losses in European stock indices, Japanese
fixed income markets, EUR/JPY, and the New Zealand Dollar; the Partnership had
gains in US stock indices, JPY, European fixed income instruments, and the
Canadian Dollar. The Partnership recorded a net loss of $1,618,233. In March
2009, trading was slightly unprofitable. The Partnership had losses in the Euro,
Canadian and US stock indices, copper and Swiss Franc; the Partnership had gains
in New Zealand Dollar, Australian Dollar, European fixed income instruments,
zinc and Asian stock indices. The Partnership recorded a net loss of $178,323.
In April 2009, the Partnership had a loss. The Partnership had losses in
European stock indices, US fixed income instruments, tin, the Euro and the
Canadian Dollar; the Partnership generated gains in the Australian Dollar, Asian
stock indices, zinc and the Norwegian Krone. The Partnership recorded a net loss
of $2,590,484. In May 2009, trading was profitable as the Partnership had gains
in the New Zealand Dollar, the Australian Dollar, lead, the Norwegian Krone and
Asian stock indices; the Partnership generated losses in the Canadian Dollar,
the Swiss Franc, tin, the Japanese Yen and crude oil.  The Partnership
recorded a net gain of $1,243,943. In June 2009, the Partnership had a small
loss. The Partnership had gains in the Canadian Dollar, nickel, hogs, corn and
lead; the Partnership had losses in US and Japanese fixed income instruments,
aluminum, tin and gold. The Partnership recorded a net loss of $931,554. In July
2009, the Partnership was unprofitable. The Partnership had losses in aluminum,
the Canadian Dollar, US fixed income markets and non-US stock indices; the
Partnership had gains in nickel, the Norwegian Krone, the Australian Dollar, the
Hang Seng stock index and crude oil.. The Partnership recorded a net loss of
$1,493,647. In August 2009, trading was profitable as the Partnership had gains
in copper, Japanese fixed income markets, sugar, nickel and the New Zealand
Dollar;. the Partnership had losses in US and European fixed income markets, tin
and coffee. The Partnership recorded a net gain of $528,290. In September 2009,
trading was unprofitable. The Partnership had losses in nickel, European fixed
income markets and copper; the Partnership had gains in the New Zealand Dollar,
the Australian Dollar, the Norwegian Krone, and certain global fixed income
markets. The Partnership recorded a net loss of $527,770.   In
October 2009, the Partnership was unprofitable. The Partnership had losses in
Japanese, European and US long-term fixed income markets, the Japanese Yen and
aluminum; the Partnership had gains in short-term US fixed income markets, the
Euro, the Australian Dollar and copper.  The Partnership recorded a
net loss of $1,371,480. In November 2009, trading was profitable as the
Partnership had gains in US fixed income markets, gold, copper and soybeans; the
Partnership had losses in nickel,  Japanese fixed income markets and
the Japanese Yen, Canadian Dollar and Swiss Franc.  The Partnership
recorded a net gain of $2,562,709. In December 2009, trading was unprofitable.
The Partnership had losses in US and European fixed income markets, gold, crude
oil and gasoline; the Partnership had gains in base metals, the Japanese Yen and
Swiss Franc.  The Partnership recorded a net loss of
$2,623,621.




In
January 2008, the Partnership was profitable. The Partnership earned profits
trading in US and Japanese fixed income instruments, gold, and the New Zealand
dollar; the Partnership generated losses in the Japanese Yen, Swiss Franc, crude
oil and gasoline. The Partnership recorded a net gain of $374,283. In February
2008, trading was profitable as the Partnership had gains in natural gas, the
Australian Dollar, soybeans, aluminum, crude oil and copper; the Partnership
generated losses in US fixed income instruments, the Swiss Franc, the Canadian
Dollar and US stock indices. The Partnership recorded a net gain of $766,795. In
March 2008, trading was slightly profitable. The Partnership had gains in
Japanese fixed income instruments, the Euro, the Japanese Yen and natural gas;
the Partnership had losses in soybeans, European fixed income instruments, US
stock indices and sugar. The Partnership recorded a net gain of $86,786. In
April 2008, the Partnership had a small loss. The Partnership had losses in
Japanese and US fixed income instruments, cattle, the Japanese Yen, US stock
indices, aluminum and the New Zealand dollar; the Partnership generated gains in
crude oil natural gas, RBOB gasoline European fixed income instruments and the
Swiss Franc. The Partnership recorded a net loss of $146,554. In May 2008,
trading was profitable as the Partnership had gains in nickel, heating oil,
crude oil, natural gas, RBOB gasoline, and European fixed income instruments;
the Partnership generated losses in US stock indices, the Eurodollar, the
British Pound and gold. The Partnership recorded a net gain of $1,091,702 In
June 2008, trading was profitable. The Partnership had gains in corn, European
fixed income instruments, natural gas, US stock indices, soybeans and tin; the
Partnership had losses in US fixed income instruments, Asian stock indices and
the New Zealand Dollar. The Partnership recorded a net gain of $925,163. In July
2008, the Partnership was unprofitable. The Partnership had losses in crude oil,
the Euro Bund, corn, aluminum and natural gas; the Partnership had gains in
nickel, the Swiss Franc, the Mexican Peso and US and global stock indices. The
Partnership recorded a net loss of $2,124,937. In August 2008, trading was
unprofitable as the Partnership had losses in the Australian Dollar, Norwegian
Kroner, the New Zealand Dollar, aluminum, tin and soybeans; the Partnership had
gains in the Swiss Franc, Japanese and US fixed income instruments, non-US stock
indices and natural gas. The Partnership recorded a net loss of $1,674,661. In
September 2008, trading was profitable. The Partnership had gains in nickel,
Canadian and UK stock indices, and the Euro; the Partnership had losses in UK
fixed income instruments, tin and Asian stock indices. The Partnership recorded
a net gain of $1,217,537. In October 2008, trading was
profitable.  The Partnership had gains in US and European stock
indices European fixed income markets, the Japanese Yen and the Euro Currency;
the Partnership had losses in October 2008 in US fixed income markets, tin, and
Canadian and Singaporean stock indices. The Partnership recorded a net gain of
$1,405,468 in October 2008.  In November 2008, trading was profitable.
The Partnership had gains in US and European fixed income markets, aluminum and
Canadian and Japanese stock indices. The Partnership had losses in the Taiwan
stock index, lead, the NASDAQ stock index and tin. The Partnership recorded a
net gain of $2,284,843 in November 2008.  In December 2008, trading
was profitable. The Partnership had gains in US and European fixed income
markets, aluminum and copper. The Partnership had losses in lead tin, and
several non-US stock indices. The Partnership recorded a net gain of $1,523,560
in December 2008.




The net
asset value per Investor Class Unit at December 31, 2009 decreased 18.66% from
$1,245.03 at December 31, 2008 to $1,012.75 at December 31, 2009. The net asset
value per Institutional Class Unit, Series 1 at December 31, 2009 decreased
15.28% from $1,335.44 at December 31, 2008 to $1,131.35 at December 31, 2009.
The net asset value per Institutional Class Unit, Series 2 at December 31, 2009
decreased 16.08% from $1,297.55 at December 31, 2008 to $1,088.86 at December
31, 2009. The net asset value per Institutional Class Unit, General Partner,
Series 3 at December 31, 2009 decreased 15.28% from $4,561.51 at December 31,
2008 to $3,868.49 at December 31, 2009.




For
the period from August 1, 2007 (commencement of operations) to December 31,
2007




For the
period from August 1, 2007 (commencement of operations) to December 31, 2007,
the Partnership had total net trading profits of $483,785 comprised of $202,101
in net realized gains on closed positions, and $281,684 in change in net
unrealized gains on open positions.




In August
2007, the Partnership was unprofitable and had a loss of 10.99%. The Partnership
had losses in US stock indices, the Japanese Yen, the New Zealand Dollar, crude
oil and the Euro; the Partnership earned profits in Japanese and US fixed income
and natural gas. In September 2007, the Partnership was profitable and had a
gain of 11.09%. The Partnership had gains in the Euro, Asian stock indices,
gold, crude oil and soybeans; the Partnership has losses in European fixed
income, the British Pound, natural gas and corn. In October 2007, the
Partnership was profitable and had a gain of 9.11%. The Partnership had gains in
crude oil, the Australian Dollar, gasoline, US stock indices and heating oil;
the Partnership had losses in US and European fixed income and natural gas. In
November 2007, the Partnership was unprofitable and had a loss of 3.23%. The
Partnership had losses in the Australian Dollar, the Japanese Yen, US stock
indices, and European fixed income; the Partnership had gains in US fixed
income. In December 2007, the Partnership was unprofitable and had a loss of
2.02%. The Partnership had losses in US fixed income, the Japanese Yen, the
British Pound, the New Zealand Dollar and Asian stock indices. The Partnership
had gains in crude oil, soybeans, gasoline and gold.




For the
period ended December 31, 2007, the Partnership had expenses comprised of
$135,812 in brokerage commissions (including clearing and exchange fees),
$68,038 in management fees, and $130,382 in administrative 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 additions and
redemptions. Administrative expenses consists primary of professional fees and
other expenses.




As a
result of the above, the Partnership recorded net income after General Partner
incentive allocation of $186,585 for the period ended December 31,
2007.




Liquidity




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




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




Capital
Resources




The
Partnership's capital resources are dependent upon three factors: (1) the
trading profit or loss generated by its advisor (including interest income); (2)
the money invested or redeemed by the Limited Partners; and (3) capital invested
or redeemed by the General Partner. The General Partner has 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, 2010, the
Partnership's purchase obligations and commitments primarily reflect management
agreements.




2010
      and hereafter (1)(Dollar
      amounts in thousands)Management
      Fees (General Partner) (2)
            
            $
            407Brokerage
      Commissions (2)
            
            $
            2,901Management
      Fees (Advisor) (2)
            
            $
            971Total
      Commitments
            
            $
            4,279





(1)
Pursuant to the 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 2009 and thereafter.


(2)
Estimated fees based on net assets of the Partnership as of December 31, 2009.
Investor Class partnership interests pay an annual brokerage commission of 7.0%
of net asset value. Institutional Class limited partnership interests pay an
annual brokerage commission of 4.0% 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. It is anticipated that the
following will be the primary trading risk exposures of the Partnership for the
year 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
            $245,963Commodity
      price risk
            $713,147Interest
      rate risk
            $362,366




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
                
                
                Fourth
      QuarterNet
      investment loss
                
                
                (1,112,635
                )
                
                
                (1,225,447
                )
                
                
                (1,211,552
                )
                
                
                (1,235,016
                )Total
      trading profits (losses)
                
                
                (2,422,014
                )
                
                
                (1,052,648
                )
                
                
                (281,575
                )
                
                
                (197,376
                )Net
      income/ (loss)
                
                
                (3,534,649
                )
                
                
                (2,278,095
                )
                
                
                (1,493,127
                )
                
                
                (1,432,392
                )Net
      income (loss) per UnitInvestor
      Class
                
                
                (102.47
                )
                
                
                (58.48
                )
                
                
                (37.07
                )
                
                
                (34.26
                )Institutional
      Class, Series 1
                
                
                (97.33
                )
                
                
                (51.33
                )
                
                
                (28.92
                )
                
                
                (26.51
                )Institutional
      Class, Series 2
                
                
                (97.13
                
                
                
                (52.74
                )
                
                
                (30.60
                )
                
                
                (28.22
                )Institutional
      Class, GP, Series 3
                
                
                (332.80
                )
                
                
                (175.52
                )
                
                
                (98.90
                )
                
                
                (90.65
                )2008:
                
                First
      Quarter
                
                
                Second
      Quarter
                
                
                Third
      Quarter
                
                
                Fourth
      QuarterNet
      investment loss
                
                
                (225,883
                )
                
                
                (586,596
                )
                
                
                (697,630
                )
                
                
                (795,579
                )Total
      trading profits (losses)
                
                
                1,453,747
                
                
                
                2,456,907
                
                
                
                (1,884,431
                )
                
                
                5,999,450Net
      income/ (loss)
                
                
                1,227,864
                
                
                
                1,870,311
                
                
                
                (2,582,061
                )
                
                
                5,203,871Net
      income (loss) per unit:Investor
      Class
                
                
                116.01
                
                
                
                59.15
                
                
                
                (105.44
                )
                
                
                168.02Institutional
      Class, Series 1
                
                
                135.21
                
                
                
                76.90
                
                
                
                (98.58
                )
                
                
                194.87Institutional
      Class, Series 2
                
                
                125.57
                
                
                
                68.81
                
                
                
                (99.61
                )
                
                
                183.30Institutional
      Class, GP, Series 3
                
                
                557.2
                
                
                
                963.74
                
                
                
                (207.78
                )
                
                
                2,162.18


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 above




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 as of December 31,
2009.




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
controls 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 Welton Investment Corporation as the Partnership's
trading advisor. The principals and certain officers of the Advisor are as
follows:




Patrick Welton, Chief
Executive Officer, Co-Founder, Age 49. Dr. Welton oversees all internal
departments, with an emphasis on trading and risk management. WIC’s trading
and research efforts. Dr. Welton is also principal and president of Welton
Global Funds Management Corporation. He has been active in futures, options, and
equities market research since 1981 and was a member of NFA’s Board of Director
from 1997-2000. Dr. Welton has spoken at conferences, authored articles,
participated in panel presentations and served on committees for the Managed
Funds Association (“MFA”) and the NFA. He is also an investment committee member
of a California pension plan and an endowment. Dr. Welton holds undergraduate,
doctoral and postdoctoral degrees from the University of Wisconsin, UCLA and
Stanford University, respectively. He has been with WIC and has been Chief
Executive Officer and Chairman since November 1988.




Annette Welton, Chair, Board
of Directors, Co-Founder, Age 49. Mrs. Welton is also principal and
secretary of Welton Global Funds Management Corporation.  Mrs.
Welton chairs the Board of Directors.  She also serves in an oversight role
to key management functions and in strategic planning for the firm.  She
formerly served as Chief Operating Officer before that office was transformed
into separate offices for superior redundancy and to conform to the highest
standards for internal controls.  Mrs. Welton served in the
MFA’s Public Relations and Trading and Markets Committees, as well as on the
NFA’s Nominating Committee. She holds a BS from UCLA. She has been with WIC and
has been Chief Operating Officer and Chief Financial Officer since November
1988.




Brent Hankins,
CAIA, Senior Portfolio Manager & Chief of Trading Operations, Age
39. Mr. Hankin’s primary responsibilities include portfolio
management, research and development of trading strategies and oversight of the
WIC’s trading operations. He began his career as a Trading Associate with WIC in
1993. Mr. Hankins holds a BS in Agricultural Business from California
Polytechnic University at San Luis Obispo. He has been with WIC since January
1993 and Senior Portfolio Manager since February 2000.




David Nowlin, Chief
Compliance Officer & Middle Office Risk Oversight, Age 49. Mr. Nowlin
oversees all aspects of WIC’s corporate and regulatory compliance along with the
administrative operations. Previously, he worked as an Associate with the firms
formerly known as Price Waterhouse and Dean Witter Reynolds. Mr. Nowlin earned
an MBA from Santa Clara University and a BA from Westmont College. He has been
with WIC since June 1993 and has been Chief Compliance Officer since February
2000.




Code of Ethics




The
Partnership does not have any officers; therefore, it has not adopted a code of
ethics applicable to the Partnership's principal executive officer principal
financial officer, principal accounting officer and persons performing similar
functions. The General Partner is primarily responsible for the day to day
administrative and operational aspects of the Partnership's business. The
General Partner has adopted a code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer and
persons performing similar functions and a copy of such code is included as
Exhibit 14.01 to the Form 10-K for the fiscal year ended December 31,
2008.




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
41,581.3784 Partnership Units were held by 538 Limited Partners and the General
Partner. As of December 31, 2009 no person known to the Partnership beneficially
owned more than 5% of the outstanding Partnership Units.




The
Partnership has no directors or officers. The General Partner manages and
conducts the business of the Partnership. As of December 31, 2009, the General
Partner owned $729,101 of general partner interests in the Company, or 188.4717
Partnership Units, representing approximately 0.45% of the total outstanding
Partnership Units, and also beneficially owned 447.5856 Limited Partnership
Units. The General Partner is owned entirely by Robert L. Lerner and trusts for
the benefit of him and his family.




ITEM
13. Certain Relationships and Related
Transactions




The General Partner manages and conducts
the business of the Partnership. To compensate the General Partner for its
management of the Partnership, its monitoring of the Advisor's portfolio and its
assumption of the financial burden of operating the Partnership, the General
Partner receives management and other fees from the Partnership. See "Business -
Fees and Expenses. For the years ended December 31, 2009, December 31, 2008 and
the period August 1, 2007 (commencement of operations) to December 31, 2007, the
General Partner received a management fee from the Partnership pursuant to the
Partnership Agreement in the amounts of $413,206, $186,832 and $12,088,
respectively. For the years ended December 31, 2009, December 31, 2008 and the
period August 1, 2007 (commencement of operations) to December 31, 2007, the
General Partner received net brokerage commissions of  $2,466,507,
$1,295,226 and $134,194 respectively, from the Partnership. Net brokerage
commissions represent the gross brokerage commissions of 7.0% annually of the
net asset value of the Investor Class Interests and 4.0% annually of the
Institutional Class Interests (assuming no trailer commissions are being paid)
less actual brokerage commissions paid to clearing brokers.





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
            
            
            -
            
            
            
            26.5Tax
      Fees (2)
            
            
            
            
            
            
            52.5All
      Other Fees
            
            
            -$
            158.5
            
            
            $
            212.5




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




___________




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


(2) 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 Global Directional Fund, L.P. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.




RFMC
GLOBAL DIRECTIONAL FUND, L.P.


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 Description




3.1
            Certificate
      of Limited Partnership for the Partnership(Filed
      as Exhibit 3.1 to Partnership’s Form 10 and incorporated herein by
      reference)3.2
            Form
      of Limited Partnership Agreement for the Partnership(Filed
      as Exhibit 3.1 to Partnership’s Form 10 and incorporated herein by
      reference)10.1
            Trading
      Advisor Agreement between the General Partner and the Advisor(Filed
      as Exhibit 3.1 to Partnership’s Form 10 and incorporated herein by
      reference)14.1
            General
      Partner Code of Ethics (Filed as Exhibit 14.1 to Partnership Form 10-K for
      the fiscal year endedDecember
      31, 2008 and incorporated herein by reference)31.1
            Rule
      13a-14(a)/13d-14(a) Certifications32.1
            Section
      1350 Certification








RFMC
GLOBAL DIRECTIONAL FUND, LP




FINANCIAL
STATEMENTS




As of
December 31, 2009 and 2008


and for
the Years Ended December 31, 2009 and 2008


and for
the Period August 1, 2007 (commencement


of
operations) to December 31, 2007








RFMC
GLOBAL DIRECTIONAL FUND, LP




______________________




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) and General Partner Incentive
      Allocationfor
      the Years Ended December 31, 2009 and 2008 and for the Period August 1,
      2007 (commencement of operations) to December 31, 2007Statements
      of Changes in Partners’ Capital (Net Asset Value)for
      the Years Ended December 31, 2009 and 2008 and for the Period August
      1, 2007 (commencement of operations) to December 31,
  2007Notes
      to Financial Statements




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Partners of RFMC Global Directional Fund, LP:
  We have
audited the accompanying statements of financial condition of RFMC Global
Directional Fund, LP (the "Partnership"), including the condensed schedules of
investments, as of December 31, 2009 and 2008, and the related statements of
income (loss) and general partner incentive allocation and changes in partners'
capital (net asset value) for each of the two years in the period ended December
31, 2009 and for the period from August 1, 2007 (commencement of operations)
through December 31, 2007. 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 Global Directional Fund, LP 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 two years in
the period ended December 31, 2009 and for the period from August 1, 2007
(commencement of operations) through December 31, 2007, in conformity with
accounting principles generally accepted in the United States of
America.
  
  /s/
Deloitte & Touche LLP
  Princeton,
NJ
 March 31,
2010


RFMC
GLOBAL DIRECTIONAL FUND, LP
 STATEMENTS
OF FINANCIAL CONDITION
 As of
December 31, 2009 and 2008
 _______________
  ASSETS
                EQUITY
      IN COMMODITY FUTURES TRADING ACCOUNTS
              
              2009
              
              
              2008Due
      from brokers (including margin deposits of $5,598,001 for
    2009and
      $4,808,173 for 2008)
              
              $
              9,186,463
              
              
              $
              10,487,552Net
      unrealized gains on open positions
              
              
              353,674
              
              
              
              344,875Net
      unrealized losses on open positions
              
              
              (598,888
              )
              
              
              08,941,249
              
              
              
              10,832,127CASH
      AND CASH EQUIVALENTS
              
              
              34,895,928
              
              
              
              32,280,026DUE
      FROM GENERAL PARTNER
              
              
              59,669
              
              
              
              34,750TOTAL
      ASSETS
              
              $
              43,896,846
              
              
              $
              43,146,903LIABILITIES
      AND PARTNERS’ CAPITALLIABILITIES:Prepaid
      subscriptions
              
              $
              188,000
              
              
              $
              3,991,980Redemptions
      payable
              
              
              415,464
              
              
              
              1,084,413Other
      accrued expenses
              
              
              92,420
              
              
              
              138,000Accrued
      management fees
              
              
              266,691
              
              
              
              198,387TOTAL
      LIABILITIES
              
              
              962,575
              
              
              
              5,412,780PARTNERS’
      CAPITALLimited
      partners – Investor Class (38,486.0252 and 27,495.4455
    fullyredeemable
      units at December 31, 2009 and 2008, respectively)
              
              
              38,976,534
              
              
              
              34,232,682Limited
      partners – Institutional Class – Series 1 (1,493.4694 and
      1,554.3584fully
      redeemable units at December 31, 2009 and 2008,
    respectively)
              
              
              1,689,632
              
              
              
              2,075,754Limited
      partners – Institutional Class – Series 2 (1,413.4121 and
      454.5724fully
      redeemable units at December 31, 2009 and 2008,
    respectively)
              
              
              1,539,004
              
              
              
              589,829General
      partner – Institutional Class – Series 3 (188.4717 and
      183.2414fully
      redeemable units at December 31, 2009 and 2008,
    respectively)
              
              
              729,101
              
              
              
              835,858TOTAL
      PARTNERS’ CAPITAL (NET ASSET VALUE)
              
              
              42,934,271
              
              
              
              37,734,123TOTAL
      LIABILITIES AND PARTNERS’ CAPITAL
              
              $
              43,896,846
              
              
              $
              43,146,903NET
      ASSET VALUE PER UNIT –Investor
      Class (based on Partners’ Capital of $38,976,534 and
      $34,232,682and
      38,486.0252 and 27,495.4455 fully redeemable units
      outstanding)
              
              $
              1,012.75
              
              
              $
              1,245.03Institutional
      Class – Series 1 (based on Partners’ Capital of $1,689,632 and
      $2,075,754  and 1,493.4694 and
      1,554.3584 fully redeemable units outstanding)
              
              $
              1,131.35
              
              
              $
              1,335.44Institutional
      Class – Series 2 (based on Partners’ Capital of $1,539,004
    and$589,829
      and 1,413.4121 and 454.5724 fully redeemable units
      outstanding)
              
              $
              1,088.86
              
              
              $
              1,297.55Institutional
      Class – General Partner – Series 3 (based on Partners’ Capital of $729,101
      and $835,858 and 188.4717 and 183.2414 fully redeemable units
      outstanding)
              
              $
              3,868.49
              
              
              $
              4,561.51
  See Notes
to Financial Statements.


RFMC
GLOBAL DIRECTIONAL FUND, LP


CONDENSED
SCHEDULES OF INVESTMENTS


As of
December 31, 2009


_______________








LONG
      FUTURES CONTRACTSNo
      of
                Contracts
              
              Range
      of
                Expiration
                Dates
              Commodity Futures Industry
      Sector
              
              Unrealized
                Gain
                (Loss), Net
              
              
              %
      of Partners’
                Capital*Currencies
              
              $
              (236,100
              )
              
              
              (0.550
              )%Energy
              
              
              (10,161
              )
              
              
              (0.024
              )%Grains
              
              
              56,875
              
              
              
              0.133
              %Interest
      rates
              
              
              (392,162
              )
              
              
              (0.913
              )%Livestock
              
              
              30,240
              
              
              
              0.070
              %Metals119
              
              3/17/2010-
      6/16/2010
              London
      Copper
              
              
              2,305,723
              
              
              
              5.370
              %Other
              
              
              3,100,159
              
              
              
              7.221
              %Stock
      indices
              
              
              193,239
              
              
              
              0.450
              %Tropical
      products
              
              
              94,472
              
              
              
              0.220
              %Total
      long futures contracts
              
              $
              5,142,285
              
              
              
              11.977
              %SHORT FUTURES CONTRACTSNo
      of Contracts
              
              Range
      of
                Expiration
                Dates
              Commodity Futures Industry
      Sector
              
              Unrealized
                Gain
                (Loss,) Net
              
              
              %
      of Partners’
                Capital*Currencies
              
              $
              308,804
              
              
              
              0.719
              %Energy
              
              
              (222,390
              )
              
              
              (0.518
              )%Interest
      rates
              
              
              173,047
              
              
              
              0.403
              %Metals83
              
              3/17/2010-
      6/16/2010
              London
      Copper
              
              
              (1,569,108
              )
              
              
              (3.655
              )%Other
              
              
              (4,070,317
              )
              
              
              (9.480
              )%Stock
      indices
              
              
              (7,535
              )
              
              
              (0.017
              )%Total
      short futures contracts
              
              $
              (5,387,499
              )
              
              
              (12,548
              )%Total
      futures contracts
              
              $
              (245,214
              )
              
              
              (0,571
              )%




*Except
for London Copper, no single contract's value exceeds 5% of Partners'
Capital


See Notes
to Financial Statements.









RFMC
GLOBAL DIRECTIONAL FUND, LP


CONDENSED
SCHEDULES OF INVESTMENTS (CONTINUED)


As of
December 31, 2008


_______________







LONG
      FUTURES CONTRACTSNo
      of
                  Contracts
                
                Range
      of
                  Expiration
                  Dates
                Commodity Futures Industry
      Sector
                
                Unrealized
                  Gain
                  (Loss,) Net
                
                
                %
      of Partners’
                  Capital*Currencies
                
                $
                (117,750
                )
                
                
                (0.312
                )%Interest
      rates
                
                
                228,811
                
                
                
                (0.606
                )%Metals166
                
                3/18/2009-
      6/17/2009
                London
      Aluminum
                
                
                (2,425,077
                )
                
                
                (6.427
                )%Other
                
                
                (3,503,428
                )
                
                
                (9.284
                )%Stock
      indices
                
                
                5,800
                
                
                
                0.015
                %Total
      long futures contracts
                
                $
                (5,811,644
                )
                
                
                (15.402
                )%SHORT FUTURES CONTRACTSNo
      of
                  Contracts
                
                Range
      of
                  Expiration
                  Dates
                Commodity Futures Industry
      Sector
                
                Unrealized
                  Gain (Loss, ) Net
                
                
                %
      of Partners’
                  Capital*Energy
                
                $
                (72,528
                )
                
                
                (0.192
                )%Grains
                
                
                (42,375
                )
                
                
                0.112
                %Livestock
                
                
                (14,120
                )
                
                
                (0.037
                )%MetalsLondon
      Aluminum
                
                
                3,042,190
                
                
                
                8.062
                %217
                
                3/18/2009-
      6/17/2009
                Other
                
                
                3,283,190
                
                
                
                8.701
                %Stock
      indices
                
                
                (11,296
                )
                
                
                (0.031
                )%Tropical
      products
                
                
                (28,842
                )
                
                
                (0.076
                )%Total
      short futures contracts
                
                $
                6,156,219
                
                
                
                16.315
                %Total
      futures contracts
                
                $
                344,575
                
                
                
                0.913
                %




*Except
for London Aluminum, no single contract's value exceeds 5% of Partners'
Capital




See Notes
to Financial Statements.




RFMC
GLOBAL DIRECTIONAL FUND, LP


STATEMENTS
OF INCOME (LOSS) AND GENERAL PARTNER INCENTIVE ALLOCATION


For the
Years Ended December 31, 2009 and 2008 and


For the
Period August 1, 2007 (commencement of operations) to December 31,
2007


_______________






Year
      Ended
                December
      31,
                2009
              
              
              Year
      Ended
                December
      31,
                2008
              
              
              For
      the Period
                August
      1, 2007
                (commencement
                of
      operations)
                to
      December 31,
                2007NET
      INVESTMENT LOSSIncome:Interest
      income
              
              $
              76,326
              
              
              $
              435,099
              
              
              $
              77,701Expenses:Brokerage
      commissions
              
              
              2,970,353
              
              
              
              1,576,493
              
              
              
              135,812Management
      fees
              
              
              1,455,367
              
              
              
              754,196
              
              
              
              68,038Professional
      fees
              
              
              247,764
              
              
              
              252,057
              
              
              
              100,382Accounting,
      administrative fees and other expenses
              
              
              187,492
              
              
              
              158,041
              
              
              
              30,000Total
      expenses
              
              
              4,860,976
              
              
              
              2,740,787
              
              
              
              334,232Net
      investment loss
              
              
              (4,784,650
              )
              
              
              (2,305,688
              )
              
              
              (256,531
              )TRADING
      PROFITS (LOSSES)Profits (losses) on trading of
      commodity futures:Net realized gains (losses) on
      closed positions
              
              
              (3,363,824
              )
              
              
              7,962,782
              
              
              
              202,101Change in net unrealized gains
      (losses) onopen positions
              
              
              (589,789
              )
              
              
              62,891
              
              
              
              281,684Total
      trading profits (losses)
              
              
              (3,953,613
              )
              
              
              8,025,673
              
              
              
              483,785NET
      INCOME (LOSS)
              
              
              (8,738,263
              )
              
              
              5,719,985
              
              
              
              227,254Less:  General
      Partner incentive allocation
              
              
              0
              
              
              
              1,143,997
              
              
              
              45,451General
      Partner incentive allocation waived
              
              
              0
              
              
              
              (37,776
              )
              
              
              (4,782
              )NET
      INCOME (LOSS) AFTER GENERAL PARTNERINCENTIVE
      ALLOCATION
              
              $
              (8,738,263
              )
              
              $
              4,613,764
              
              
              $
              186,585NET
      INCOME (LOSS) AFTER GENERAL PARTNERINCENTIVE
      ALLOCATION PER UNITInvestor
      Class
              
              $
              (222.04
              )
              
              $
              207.13
              
              
              $
              38.38Institutional
      Class – Series 1
              
              $
              (202.27
              )
              
              $
              309.47
              
              
              $
              27.04Institutional
      Class – Series 2
              
              $
              (158.55
              )
              
              $
              283.28
              
              
              $
              86.38Institutional
      Class – General Partner – Series 3
              
              $
              (694.14
              )
              
              $
              3,303.52
              
              
              $
              90.19




See Notes
to Financial Statements.




RFMC
GLOBAL DIRECTIONAL FUND, LP


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


For the
Years Ended December 31, 2009 and 2008 and


For the
Period August 1, 2007 (commencement of operations) to December 31,
2007




_______________









Partners’
      CapitalInstitutional
      ClassInvestor
      Class
            
            
            Series
      1
            
            
            Series
      2
            
            
            Series
      3
                General
      PartnerUnits
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            Units
            
            
            Amount
            
            
            TotalBalances
      at August 1, 2007(commencementof
      operations)
            
            
            0.0000
            
            
            $
            0
            
            
            
            0.0000
            
            
            $
            0
            
            
            
            0.0000
            
            
            $
            0
            
            
            
            0.0000
            
            
            $
            0
            
            
            $
            0Additions
            
            
            4,427.2174
            
            
            
            4,335,000
            
            
            
            1,595.6911
            
            
            
            1,595,825
            
            
            
            42.4523
            
            
            
            40,000
            
            
            
            604.2921
            
            
            
            604,717
            
            
            
            6,575,542Redemptions
            
            
            (118.9783
            )
            
            
            (122,535
            )
            
            
            0.0000
            
            
            
            0
            
            
            
            0.0000
            
            
            
            0
            
            
            
            (38.0304
            )
            
            
            (40,669
            )
            
            
            (163,204
            )Net
      income for the period August 1,2007(commencement
      of operations) toDecember
      31, 2007:General
      partner incentiveallocation,
      net
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            40,669
            
            
            
            40,669Allocation
      to all partners
            
            
            -
            
            
            
            127,200
            
            
            
            -
            
            
            
            43,018
            
            
            
            -
            
            
            
            3,279
            
            
            
            -
            
            
            
            13,088
            
            
            
            186,585Balances
      atDecember
      31, 2007
            
            
            4,308.2391
            
            
            
            4,339,665
            
            
            
            1,595.6911
            
            
            
            1,638,843
            
            
            
            42.4523
            
            
            
            43,279
            
            
            
            566.2617
            
            
            
            617,805
            
            
            
            6,639,592Additions
            
            
            24,558.2133
            
            
            
            27,596,088
            
            
            
            97.1485
            
            
            
            109,355
            
            
            
            368.2079
            
            
            
            434,742
            
            
            
            9.8300
            
            
            
            18,985
            
            
            
            28,159,170Redemptions
            
            
            (1,371.0069
            )
            
            
            (1,542,112
            )
            
            
            (95.3236
            )
            
            
            (125,000
            )
            
            
            -
            
            
            
            -
            
            
            
            (392.8503
            )
            
            
            (1,117,512
            )
            
            
            (2,784,624
            )Transfers
            
            
            -
            
            
            
            -
            
            
            
            (43.1576
            )
            
            
            (53,303
            )
            
            
            43.9122
            
            
            
            53,303
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      income for the year endedDecember
      31, 2008:General
      partner incentiveallocation,
      net
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            1,106,221
            
            
            
            1,106,221Allocation
      to all partners
            
            
            -
            
            
            
            3,839,041
            
            
            
            -
            
            
            
            505,859
            
            
            
            -
            
            
            
            58,505
            
            
            
            -
            
            
            
            210,359
            
            
            
            4,613,764Balances
      atDecember
      31, 2008
            
            
            27,495.4455
            
            
            
            34,232,682
            
            
            
            1,554.3584
            
            
            
            2,075,754
            
            
            
            454.5724
            
            
            
            589,829
            
            
            
            183.2414
            
            
            
            835,858
            
            
            
            37,734,123Additions
            
            
            16,008.5494
            
            
            
            18,296,395
            
            
            
            95.3204
            
            
            
            115,156
            
            
            
            979.6365
            
            
            
            1,146,000
            
            
            
            5.2303
            
            
            
            22,402
            
            
            
            19,579,953Redemptions
            
            
            (5,017.9697
            )
            
            
            (5,440,034
            )
            
            
            (156.2094
            )
            
            
            (177,550
            )
            
            
            (20.7968
            )
            
            
            (23,958
            )
            
            
            -
            
            
            
            -
            
            
            
            (5,641,542
            )Net
      (loss) for the year ended
              December
      31, 2009:
              General
      partner incentive
              Allocation,
                 net
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            --
            
            
            
            -Allocation
      to all partners
            
            
            -
            
            
            
            (8,112,509
            )
            
            
            -
            
            
            
            (323,728
            )
            
            
            -
            
            
            
            (172,867
            )
            
            
            -
            
            
            
            (129,159
            )
            
            
            (8,738,263
            )Balances
      atDecember
      31, 2009
            
            
            38,486.0252
            
            
            $
            38,976,534
            
            
            
            1,493.4694
            
            
            $
            1,689,632
            
            
            
            1,413.4121
            
            
            $
            1,539,004
            
            
            
            188.4717
            
            
            $
            729,101
            
            
            $
            42,934,271







See Notes
to Financial Statements.




RFMC
GLOBAL DIRECTIONAL FUND, LP


NOTES
TO FINANCIAL STATEMENTS


For the
Years Ended December 31, 2009 and 2008 and


For the
Period August 1, 2007 (commencement of operations) to December 31,
2007


_______________




1.           PARTNERSHIP
ORGANIZATION




RFMC 
      Global Directional Fund, LP (the "Partnership"), a Delaware limited
      partnership, was organized on March 19, 2007 and commenced trading
      operations on August 1, 2007.  The Partnership may engage in the
      speculative trading of commodity futures contracts, options on commodities
      or commodity futures contracts, and forward contracts.  The
      Partnership may also invest in entities (including other partnerships or
      funds) that trade commodity
interests.




Ruvane
      Fund Management Corporation is the general partner of the Partnership (the
      “General Partner”) and is registered as a Commodity Pool Operator,
      Commodity Trading Advisor, and an Introducing Broker with the Commodity
      Futures Trading Commission (CFTC).  The General Partner is
      required by the Limited Partnership Agreement, as amended and restated,
      (the “Agreement”) to contribute $1,000 to the
  Partnership.




In
      accordance with the Agreement, the Partnership offers 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 limited partnership
      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.




The
      Partnership offers two classes of limited partnership interests; the
      Institutional Class and the Investor Class. Commission charges, General
      Partner management fees and incentive allocations to the General Partner
      will differ between Classes and/or Series, but in all other respects the
      Institutional Class interests and the Investor Class interests will be
      identical. The Institutional Class and Investor Class interests will also
      be traded pursuant to the same trading program and at the same Trading
      Level (as defined in the
              Agreement).




The
      General Partner has selected Welton Investment Corporation (the “Advisor”)
      as the Partnership’s trading advisor.  All of the Partnership’s
      assets will initially be traded pursuant to the Advisor’s Global
      Directional Portfolio, which follows a proprietary quantitative trading
      strategy.  The General Partner, in the future, may allocate the
      Partnership’s assets to other trading strategies and investment
      programs.




The
      Partnership shall end upon the 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 $32,908,933 and $27,299,398,
respectively.  Interest received on cash deposits and dividends received
from money market funds are included as interest income and recognized on an
accrual basis.




C.         Due
from Brokers




Due from
brokers represents deposits required to meet margin requirements and excess
funds not required for margin.  Due from brokers at December 31, 2009
and 2008 consisted of cash on deposit with the brokers of $9,186,463 and
$10,487,552, respectively.  The Partnership is subject to credit risk
to the extent that 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 gains (losses) on closed positions” in the Statements of
Income (Loss) and General Partner Incentive Allocation.




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 Statements 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) and General Partner Incentive Allocation under the
caption “Change in net unrealized gains (losses) on open
positions.”




E.         Brokerage
Commissions




Investor
Class interests will pay the General Partner a monthly flat-rate brokerage
commission of up to approximately 0.583% of the net asset value of such
interests as of the beginning of each month (an annual rate of up to
7%).  The General Partner will pay from this amount up to 3% per annum
to properly registered selling agents as compensation for their ongoing services
to the Partnership.  To the extent the General Partner pays less than
3% to a selling agent with respect to any limited partnership interests sold by
such selling agent, the brokerage commission charged with respect to those
limited partnership interests will be reduced accordingly.  A separate
series of Investor Class interests will be established for differing brokerage
commission rates charged.  During the years ended December 31, 2009
and 2008 and the period August 1, 2007 (commencement of operations) to December
31, 2007, all Investor Class interests were charged a flat rate brokerage
commission equal to an annual rate of 7%.




Institutional
Class interests will pay the General Partner a monthly flat-rate brokerage
commission of 0.333% of the net asset value of such interests as of the
beginning of each month (a 4% annual rate).




In
addition to any applicable selling agent fees, the General Partner also paid
from its brokerage commission all floor brokerage, exchange, clearing and NFA
fees with respect to the Partnership’s trading. The Partnership will pay all
other execution costs, including give-up charges and service fees assessed by
certain forward dealing desks.  For the years ended December 31, 2009
and 2008 and for the period ended December 31, 2007, such execution costs
totaled $785, $5,699 and $1,863, respectively.




Commissions
and execution costs charged to each Class or Series were as
follows:




Year
      Ended
              December 31, 2009
            
            
            Year
      Ended
              December 31, 2008
            
            
            Period
      Ended
              December 31, 2007Investor
      Class
            
            $
            2,812,334
            
            
            $
            1,459,360
            
            
            $
            97,456Institutional
      Class – Series 1
            
            
            77,137
            
            
            
            76,373
            
            
            
            26,994Institutional
      Class – Series 2
            
            
            50,209
            
            
            
            9,621
            
            
            
            643Institutional
      Class – General Partner – Series 3
            
            
            30,673
            
            
            
            31,139
            
            
            
            10,719Total
            
            $
            2,970,353
            
            
            $
            1,576,493
            
            
            $
            135,812




As of
December 31, 2009 and 2008, $59,669 and $34,750, respectively, was due from
the General Partner for reimbursement on broker commissions advanced by the
Partnership.




F.           Allocation
of Income (Loss)




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




G.           Incentive
Allocation




The
General Partner is entitled to a quarterly incentive allocation equal to 20% of
New Profits (as defined in the Confidential Offering Memorandum), if
any.  The term “New Profits” for the purpose of calculating the
General Partner's incentive allocation 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 allocations made 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 allocation was paid or payable
(after deduction of such incentive allocation). 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
allocation calculation is made, and (iii) increased by the amount of any losses
attributable to redemptions.  For the year ended December 31, 2009,
the General Partner earned no incentive allocation.  The General
Partner waived a portion of its incentive allocation from Institutional Class –
Series 1 and Series 3 interests for the year ended December 31, 2008 and for the
period ended December 31, 2007.  The General Partner incentive
allocation, net of waived amounts for the year ended December 31, 2008 and for
the year ended December 31, 2007 were as follows:






Year
      Ended
              December 31, 2008
            
            
            Period
      Ended
              December 31, 2007Investor
      Class
            
            $
            980,109
            
            
            $
            27,470Institutional
      Class – Series 1
            
            
            81,358
            
            
            
            9,765Institutional
      Class – Series 2
            
            
            11,235
            
            
            
            403Institutional
      Class – General Partner – Series 3
            
            
            33,519
            
            
            
            3,031Total
            
            $
            1,106,221
            
            
            $
            40,669




The
General Partner will pay three-fourths of any incentive allocation it receives
to the Advisor, and the General Partner may distribute a portion of its share of
the incentive allocation to properly registered selling agents as compensation
for their ongoing services to the Partnership.




H.           Management
Fees




Investor
Class and Institutional Class – Series 2 interests pay the General Partner a
quarterly management fee equal to 1⁄4 of 1% (1% annually) of the net assets of the
respective class  (as defined in the Agreement) as of the beginning of each
calendar quarter before deducting accrued ordinary legal, accounting and
auditing fees and before any incentive allocation to the General
Partner.  Institutional Class – Series 1 and Series 3 interests are
not assessed a management fee by the General Partner.  The management
fees earned by the General Partner were as follows:




Year
      Ended
              December
      31, 2009
            
            
            Year
      Ended
              December
      31,2008
            
            
            Period
      Ended
              December
      31, 2007Investor
      Class
            
            $
            401,542
            
            
            $
            184,756
            
            
            $
            11,949Institutional
      Class – Series 2
            
            
            11,664
            
            
            
            2,076
            
            
            
            139Total
            
            $
            413,206
            
            
            $
            186,832
            
            
            $
            12,088







As of
December 31, 2009 and 2008, no management fees were due to the General
Partner.


In
addition to the management fee paid to the General Partner, the Advisor also
assesses each Class and Series of interests a management fee equal to 1⁄4 of 2%
(2% per year) of the month-end Trading Level for each month during such
quarter.  Trading level shall mean the Partnership’s net assets
managed by the Advisor times the leverage to be employed by the Advisor from
time to time upon the discretion of the General Partner.  The leverage
ratio is 1.2 times the net assets of the Partnership.  As such, the
Advisor’s management fee will approximate 2.4% per annum of the Partnership’s
net assets.  The management fees earned by the Advisor were as
follows:




Year
      Ended December 31, 2009
            
            
            Year
      Ended December 31, 2008
            
            
            Period
      Ended December 31, 2007Investor
      Class
            
            $
            948,804
            
            
            $
            497,527
            
            
            $
            33,303Institutional
      Class – Series 1
            
            
            45,495
            
            
            
            45,507
            
            
            
            15,943Institutional
      Class – Series 2
            
            
            29,773
            
            
            
            5,776
            
            
            
            384Institutional
      Class – General Partner – Series 3
            
            
            18,089
            
            
            
            18,554
            
            
            
            6,320Total
            
            $
            1,042,161
            
            
            $
            567,364
            
            
            $
            55,950




As
of December 31, 2009 and 2008, $266,691 and $198,387, respectively, was due to
the Advisor for management fees.




I.          Administrative
Expenses




The
Partnership pays all legal, accounting, auditing, and other administrative and
operating expenses and fees associated with the operation of the
Partnership.  The General Partner pays the continuous offering costs
of the Partnership.




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 2007
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.




L.        Redemptions




Limited
partners may redeem some or all of their units at the 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 and losses resulting from the translation to
U.S. dollars are reported as a component of “Net realized gains (losses) on
closed positions” in the Statements of Income (Loss) and General Partner
Incentive Allocation, and totaled $116,784, $(56,482) and $2,518 for the years
ended December 31, 2009 and 2008 and for the period August 1, 2007 (commencement
of operations) to December 31, 2007, respectively.




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
            
            $
            (245,214
            )
            
            $
            (245,214
            )
            
            
            N/A
            
            
            
            N/AMoney
      market mutual funds
            
            
            32,908,933
            
            
            
            32,908,933
            
            
            
            N/A
            
            
            
            N/ATotal
      Fair Value
            
            $
            32,663,719
            
            
            $
            32,663,719As
      of December 31, 2008Total
            
            
            Level 1
            
            
            Level 2
            
            
            Level 3Futures
      contracts
            
            $
            344,575
            
            
            $
            344,575
            
            
            
            N/A
            
            
            
            N/AMoney
      market mutual funds
            
            
            27,299,398
            
            
            
            27,299,398
            
            
            
            N/A
            
            
            
            N/ATotal
      Fair Value
            
            $
            27,643,973
            
            
            $
            27,643,973





4.           DERIVATIVE
INSTRUMENTS




The
Partnership engages in the speculative trading of futures contracts in
currencies, interest rates, stock indices 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” or “FAS No. 161”).




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 either “Net unrealized gains on open
positions” or “Net unrealized losses 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
            
            $
            441,124
            
            
            $
            (368,420
            )
            
            $
            72,704Energy
            
            
            80,967
            
            
            
            (313,518
            )
            
            
            (232,551
            )Grains
            
            
            64,663
            
            
            
            (7,788
            )
            
            
            56,875Interest
      rates
            
            
            275,595
            
            
            
            (494,710
            )
            
            
            (219,115
            )Livestock
            
            
            31,640
            
            
            
            (1,400
            )
            
            
            30,240Metals
            
            
            5,943,252
            
            
            
            (6,176,795
            )
            
            
            (233,543
            )Stock
      indices
            
            
            222,236
            
            
            
            (36,532
            )
            
            
            185,704Tropical
      products
            
            
            125,845
            
            
            
            (31,373
            )
            
            
            94,472Totals
            
            $
            7,185,322
            
            
            $
            (7,430,536
            )
            
            $
            (245,214
            )




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) and
General Partner Incentive Allocation.




The
Partnership’s trading results for the year ended December 31, 2009 and
information related to volume of the Partnership’s derivative activity for the
year then ended by market sector were as follows:




For the year ended December 31,
      2009Net
      Realized
            
            
            Change
      in
            
            
            Net
            
            
            Number
      ofGains
            
            
            Net
      Unrealized
            
            
            Trading
            
            
            Round
      Turn(Losses)
            
            
            Gains (Losses)
            
            
            Profits (Losses)
            
            
            ContractsCurrencies
            
            $
            882,442
            
            
            $
            190,454
            
            
            $
            1,072,896
            
            
            
            7,896Energy
            
            
            (513,414
            )
            
            
            (160,023
            )
            
            
            (673,437
            )
            
            
            6,066Grains
            
            
            (208,750
            )
            
            
            99,250
            
            
            
            (109,500
            )
            
            
            2,432Interest
      rates
            
            
            (2,873,487
            )
            
            
            (447,926
            )
            
            
            (3,321,413
            )
            
            
            25,678Livestock
            
            
            250,970
            
            
            
            44,360
            
            
            
            295,330
            
            
            
            2,998Metals
            
            
            267,219
            
            
            
            (630,418
            )
            
            
            (363,199
            )
            
            
            3,976Stock
      indices
            
            
            (1,203,301
            )
            
            
            191,200
            
            
            
            (1,012,101
            )
            
            
            44,764Tropical
      products
            
            
            34,497
            
            
            
            123,314
            
            
            
            157,811
            
            
            
            3,404Total
            
            $
            (3,363,824
            )
            
            $
            (589,789
            )
            
            $
            (3,953,613
            )
            
            
            97,214




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) and
General Partner Incentive Allocation.  Open contracts generally mature
within 90 days; as of December 31, 2009 and December 31, 2008, the latest
maturity dates for open contracts are December 2010 and December 2009,
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", included in the Statements of Financial Condition.  The
Partnership’s counterparties are major brokerage firms and banks located in the
United States, or their foreign affiliates.


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




D.        Risk
Monitoring




Due to
the speculative nature of the Partnership’s derivatives trading 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 and 2008 and
for the period August 1, 2007 (commencement of operations) to December 31,
2007.  This information has been derived from information presented in
the financial statements.




Year
      Ended December 31, 2009Investor
              Class
            
            
            Institutional
              Class
              Series – 1
            
            
            Institutional
              Class
              Series – 2Per
      Unit Operating Performance(for a Unit outstanding for the entire
      year)Net
      Asset Value, Beginning of the year
            
            $
            1,245.03
            
            
            $
            1,335.44
            
            
            $
            1,297.55Income
      (loss) from operationsNet
      investment loss
            
            
            (122.87
            )
            
            
            (86.32
            )
            
            
            (93.78
            )Net
      trading (losses)
            
            
            (109.41
            )
            
            
            (117.77
            )
            
            
            (114.91
            )Net
      (loss)
            
            
            (232.28
            )
            
            
            (204.09
            )
            
            
            (208.69
            )Net
      Asset Value, End of the year
            
            $
            1,012.75
            
            
            $
            1,131.35
            
            
            $
            1,088.86Total
      Return(1)
            
            
            (18.66
            )%
            
            
            (15.28
            )%
            
            
            (16.08
            )%Supplemental
      DataRatios
      to average net asset valueExpenses
            
            
            11.91
            %
            
            
            7.58
            %
            
            
            8.87
            %Net
      investment loss
            
            
            (11.61
            )%
            
            
            (7.27
            )%
            
            
            (8.60
            )%


Year
      Ended December 31, 2008Investor
                Class
              
              
              Institutional
                Class
                Series – 1
              
              
              Institutional
                Class
                Series – 2Per
      Unit Operating Performance(for a Unit outstanding for the entire
      year)Net
      Asset Value, Beginning of the year
              
              $
              1,007.29
              
              
              $
              1,027.04
              
              
              $
              1,019.47Income
      (loss) from operationsNet
      investment loss
              
              
              (167.23
              )
              
              
              (123.22
              )
              
              
              (138.74
              )Net
      trading profits
              
              
              404.97
              
              
              
              431.62
              
              
              
              416.82Net
      income
              
              
              237.74
              
              
              
              308.40
              
              
              
              278.08Net
      Asset Value, End of the year
              
              $
              1,245.03
              
              
              $
              1,335.44
              
              
              $
              1,297.55Total
      Return(1)
              
              
              23.60
              %
              
              
              30.03
              %
              
              
              27.28
              %Total
      Return (prior to incentive allocation)(2)
              
              
              28.85
              %
              
              
              34.87
              %
              
              
              32.61
              %Supplemental
      DataRatios
      to average net asset valueExpenses
      prior to incentive allocation
              
              
              12.70
              %
              
              
              8.28
              %
              
              
              9.25
              %Incentive
      allocation
              
              
              4.98
              %
              
              
              4.29
              %(6)
              
              
              4.82
              %Total
      expenses
              
              
              17.68
              %
              
              
              12.57
              %
              
              
              14.07
              %Net
      investment loss(3)
              
              
              (10.76
              )%
              
              
              (6.33
              )%
              
              
              (7.48
              )%


Period
      from August 1, 2007 (commencement of operations)
                  to
      December 31, 2007Investor
                Class
              
              
              Institutional
                Class
                Series - 1
              
              
              Institutional
                Class
                Series - 2Per
      Unit Operating Performance(for a Unit outstanding for the entire
      period)Net
      Asset Value, Beginning of the period
              
              $
              1,000.00
              
              
              $
              1,000.00
              
              
              $
              1,000.00Income
      (loss) from operationsNet
      investment loss
              
              
              (60.93
              )
              
              
              (42.35
              )
              
              
              (50.85
              )Net
      trading profits
              
              
              68.22
              
              
              
              69.39
              
              
              
              70.32Net
      income
              
              
              7.29
              
              
              
              27.04
              
              
              
              19.47Net
      Asset Value, End of the period
              
              $
              1,007.29
              
              
              $
              1,027.04
              
              
              $
              1,019.47Total
      Return(1),
      (5)
              
              
              0.73
              %
              
              
              2.70
              %
              
              
              1.95
              %Total
      Return (prior to incentive allocation)(2),
      (5)
              
              
              1.56
              %
              
              
              3.32
              %
              
              
              3.01
              %Supplemental
      DataRatios
      to average net asset valueExpenses
      prior to incentive allocation(4)
              
              
              14.54
              %
              
              
              9.54
              %
              
              
              11.25
              %Incentive
      allocation(5)
              
              
              0.90
              %
              
              
              0.61
              %(6)
              
              
              1.14
              %Total
      expenses
              
              
              15.44
              %
              
              
              10.15
              %
              
              
              12.39
              %Net
      investment loss(3),
      (4)
              
              
              (10.96
              )%
              
              
              (6.14
              )%
              
              
              (7.66
              )%


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 additions and redemptions.




(1)
            Total
      return is derived as ending net asset value less beginning net asset value
      divided by beginning net asset
value.


(2)
            Total
      return (prior to incentive allocation) is derived as net income per unit
      and adding back incentive allocation per unit divided by the opening net
      asset value per unit.


(3)           Net
investment loss ratio excludes the effects of incentive
allocations.


(4)
            Annualized,
      except that certain non-recurring expenses, such as professional fees,
      were not annualized for purposes of computing the ratios of expenses prior
      to incentive allocation and net investment loss to average net
      assets.  Each Class and/or Series of interests commenced
      operations on August 1, 2007.


(5)           Not
annualized.


(6)
            Net
      of 1.34% and 0.30% effect of waiver of incentive allocations during the
      year ended December 31, 2008 and the period ended December 31, 2007,
      respectively.


*  *  *  *  *