|  |
|--|

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

 

**FORM 10-Q**

 

(X)            QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For            the Quarterly Period Ended June 30, 2008

 

( )            TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For            the Transition Period From ____ TO___

 

Commission File No. 000-23529

 

**RFMC GLOBAL DIRECTIONAL FUND, L.P.**

 

| **Delaware**             | **20-8870560**                       |
|--------------------------|--------------------------------------|
| (a Delaware Partnership) | (I.R.S. Employer Identification No.) |

 

**4            Benedek Road**

**Princeton, New Jersey 08540**

**(609) 921-0717**

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

 

| YES | X | NO |   |   |
|-----|---|----|--------|--------|

 

Indicate by check mark whether the registrant is a large accelerated            filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.            See the definition of “large accelerated filer,” “accelerated            filer” and “smaller reporting company” in Rule 12b-2 of the Exchange            Act.

 

| Large Accelerated Filer |   |                                         | Accelerated Filer         |   |
|-------------------------|--------|----------------------------------------------|---------------------------|--------|
| Non-accelerated filer   | X      | (do not check if aSmaller reporting company) | Smaller Reporting Company |   |

 

Indicate by check mark whether the registrant is a shell company (as            defined in Rule 12b-2 of the Exchange Act).

 

| YES |   | NO | X |   |
|-----|--------|----|---|--------|

----

**RFMC            GLOBAL DIRECTIONAL FUND, LP**

**INDEX TO FORM 10-Q**

 

| **PART I - FINANCIAL INFORMATION**                                  |                                                                                                                   |
|---------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------|
|                                                                | **Page**                                                                                                               |
| Item 1.                                                             | Condensed Financial Statements                                                                                         | 1 |
|                                                                | Condensed Statements of Financial                            Condition                                                 | 1 |
|                                                                | Condensed Statements of Income and General Partner Incentive                            Allocation                     | 2 |
|                                                                | Condensed Statements of Changes                            in Partners’ Capital (Net Asset Value)                | 3 |
|                                                                | Notes to Condensed Financial                            Statements                                                     | 4 |
| Item 2.                                                             | Management’s Discussion and Analysis of Financial                            Condition and Results of Operations | 12 |
| Item 3.                                                             | Quantitative and Qualitative Disclosures About Market                            Risk                                  | 14 |
| Item 4T.                                                            | Controls and Procedures

                                                                                         | 15 |
| **PART II - OTHER INFORMATION**

                              |
| Item 1.                                                             | Legal Proceedings                                                                                                      | 15 |
| Item                            1A.                                 | Risk                            Factors                                                                                | 15 |
| Item 2.                                                             | Unregistered Sales of Equity Securities and Use of                            Proceeds                                 | 15 |
| Item 3.                                                             | Defaults Upon Senior Securities                                                                                        | 15 |
| Item                            4.                                  | Submission of Matters to a Vote of Security                            Holders                                         | 15 |
| Item 5.                                                             | Other Information                                                                                                      | 15 |
| Item                            6.                                  | Exhibits                                                                                                               | 15 |

----

**PART I - FINANCIAL INFORMATION**

**Item 1. Condensed            Financial Statements**

 

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**CONDENSED            STATEMENTS OF FINANCIAL CONDITION**

As of            June 30, 2008 (Unaudited) and December 1, 2007

_______________

 

|                                                                                                                                                                                                                                                                                            |   | **June 30,****2008** |       |        |  

**December 31,                            2007** |           |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|------------|--------|----------------------------------------------------------|-----------|
| **ASSETS**                                                                                                                                                                                                                                                                                      |   |                 |       |   |                                                     |
| **EQUITY IN COMMODITY FUTURES TRADING                            ACCOUNT:**                                                                                                                                                                                                                     |   |                 |       |   |                                                     |
| Due from broker                                                                                                                                                                                                                                                                                 |   | $                    | 5,066,269  |   | $                                                        | 4,870,950 |   |
| Net unrealized gain on open positions                                                                                                                                                                                                                                                           |   |                 | 1,939,411  |   |                                                     | 281,684   |   |
|                                                                                                                                                                                                                                                                                            |   |                 | 7,005,680  |   |                                                     | 5,152,634 |   |
| **CASH AND CASH EQUIVALENTS**                                                                                                                                                                                                                                                                   |   |                 | 22,430,472 |   |                                                     | 1,979,155 |   |
| **DUE FROM GENERAL PARTNER**                                                                                                                                                                                                                                                                    |   |                 | 58,130     |   |                                                     | 9,100     |   |
| **INTEREST RECEIVABLE AND OTHER ASSETS**                                                                                                                                                                                                                                                        |   |                 | 10,715     |   |                                                     | 33,079    |   |
| **TOTAL ASSETS**                                                                                                                                                                                                                                                                                |   | $                    | 29,504,997 |   | $                                                        | 7,173,968 |   |
| **LIABILITIES AND PARTNERS’ CAPITAL                            LIABILITIES:**                                                                                                                                                                                                             |   |                 |       |   |                                                     |      |   |
| Prepaid subscriptions                                                                                                                                                                                                                                                                           |   | $                    | 194,861    |   | $                                                        | 235,000   |   |
| Redemptions payable                                                                                                                                                                                                                                                                             |   |                 | 364,780    |   |                                                     | 133,353   |   |
| Other accrued expenses                                                                                                                                                                                                                                                                          |   |                 | 109,318    |   |                                                     | 122,472   |   |
| Accrued management fees                                                                                                                                                                                                                                                                         |   |                 | 149,933    |   |                                                     | 43,551    |   |
| **TOTAL LIABILITIES**                                                                                                                                                                                                                                                                           |        |                      | 818,892    |        |                                                          | 534,376   |  |
| **PARTNERS’ CAPITAL**                                                                                                                                                                                                                                                                     |   |                 |       |   |                                                     |      |   |
| Limited partners – Investor Class (21,739.4441 and                            4,308.2391fully redeemable units at June 30, 2008 and December 31,                            2007,respectively)                                                                                            |   |                 | 25,705,803 |   |                                                     | 4,339,665 |   |
| Limited partners – Institutional Class - Series 1                            (1,622.3498 and1,595.6911 fully redeemable units at June 30, 2008 and                            December 31, 2007, respectively)                                                                            |   |                 | 2,010,338  |   |                                                     | 1,638,843 |   |
| Limited partners – Institutional Class - Series 2                            (165.9478 and 42.4523fully redeemable units at                            June 30, 2008 and December 31, 2007, respectively)                                                                                 |   |                 | 201,437    |   |                                                     | 43,279    |   |
| General partner – Institutional Class - Series 3                            (294.2336 and 566.2617fully redeemable units at                            June 30, 2008 and December 31, 2007, respectively)                                                                                 |   |                 | 768,527    |   |                                                     | 617,805   |   |
| **TOTAL PARTNERS’ CAPITAL**                                                                                                                                                                                                                                                               |   |                 | 28,686,105 |   |                                                     | 6,639,592 |   |
| **TOTAL LIABILITIES AND PARTNERS’                            CAPITAL**                                                                                                                                                                                                                    |   | $                    | 29,504,997 |   | $                                                        | 7,173,968 |   |
| **NET ASSET VALUE PER UNIT –**                                                                                                                                                                                                                                                            |   |                 |       |   |                                                     |      |   |
| Investor Class (based on Partners’ Capital of                            $25,705,803 and$4,339,665 and 21,739.4441 and 4,308.2391 fully                            redeemable unitsoutstanding)                                                                                           |   | $                    | 1,182.45   |   | $                                                        | 1,007.29  |   |
| Institutional Class – Series 1 (based on                            Partners’ Capital of $2,010,338and                            $1,638,843 and 1,622.3498 and 1,595.6911 fully redeemableunits outstanding)                                                                       |   | $                    | 1,239.15   |   | $                                                        | 1,027.04  |   |
| Institutional Class – Series 2 (based on                            Partners’ Capital of $201,437and $43,279                            and 165.9478 and 42.4523 fully redeemable unitsoutstanding)                                                                                 |   | $                    | 1,213.86   |   | $                                                        | 1,019.47  |   |
| Institutional Class – General Partner –                            Series 3 (based on Partners’Capital of                            $768,527 and $617,805 and 294.2336                            and 566.2617 fullyredeemable units                            outstanding) |   | $                    | 2,611.96   |   | $                                                        | 1,091.02  |   |

 

See            Notes to Financial Statements.

 

1

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**CONDENSED STATEMENTS OF            INCOME AND GENERAL PARTNER INCENTIVE ALLOCATION**

For            the Three Months and Six Months Ended June 30, 2008

(Unaudited)

_______________

 

|                                                                                          |   | **Six Months Ended****June 30,****2008** |      | **Three Months Ended****June 30,****2008** |   |
|-----------------------------------------------------------------------------------------------|--------|------------------------------------------|-----------|--------------------------------------------|--------|
| **NET INVESTMENT LOSS**

Income:

Interest income                                             |   | $                                        | 198,855   |                                       | $      | 138,086 |   |
| Expenses:                                                                                     |   |                                     |      |                                       |   |   |   |
| Brokerage commissions                                                                         |   |                                     | 586,293   |                                       |   | 429,499 |   |
| Management fees                                                                               |   |                                     | 270,904   |                                       |   | 198,313 |   |
| Accounting and administrative fees                                                            |   |                                     | 137,415   |                                       |   | 92,634 |   |
| Other expenses                                                                                |   |                                     | 16,664    |                                       |   | 4,178 |   |
| Total expenses                                                                                |   |                                     | 1,011,276 |                                       |   | 724,624 |   |
| Net investment loss                                                                           |   |                                     | (812,421  | )                                          |   | (586,538 | ) |
| **TRADING PROFITS**

Profits on trading of commodity futures:                                 |   |                                     |      |                                       |   |   |   |
| Net realized gains on closed positions                                                        |   |                                     | 2,252,869 |                                       |   | 526,673 |   |
| Change in net unrealized gains on open                            positions                   |   |                                     | 1,657,727 |                                       |   | 1,930,176 |   |
| Total trading profits                                                                         |   |                                     | 3,910,596 |                                       |   | 2,456,849 |   |
| **NET INCOME**                                                                                |   | $                                        | 3,098,175 |                                       | $      | 1,870,311 |   |
| Less:   General Partner incentive                            allocation             |   |                                     | 619,635   |                                       |   | 374,062 |   |
| General Partner incentive allocation waived                                                   |   |                                     | (26,485   | )                                          |   | (9,282 | ) |
|                                                                                          |   |                                     |      |                                       |   |   |   |
| **NET INCOME AFTER GENERAL PARTNER**                                                          |   |                                     |      |                                       |   |   |   |
| **INCENTIVE ALLOCATION**                                                                      |   | $                                        | 2,505,025 |                                       | $      | 1,505,531 |   |
| **NET INCOME AFTER GENERAL PARTNER INCENTIVE ALLOCATION                            PER UNIT** |   |                                     |      |                                       |   |   |   |
| Investor Class                                                                                |   | $                                        | 175.16    |                                       | $      | 59.15 |   |
| Institutional Class – Series 1                                                          |   | $                                        | 212.11    |                                       | $      | 76.90 |   |
| Institutional Class – Series 2                                                          |   | $                                        | 194.39    |                                       | $      | 68.81 |   |
| Institutional Class – General Partners –                            Series 3      |   | $                                        | 1,520.94  |                                       | $      | 963.74 |   |

 

See            Notes to Financial Statements.

 

2

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**CONDENSED            STATEMENT OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)**

**Six Months Ended June 30, 2008**

(Unaudited)

_______________

 

|                                                                                                                                                           |   | **Partners’ Capital** |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|
|                                                                                                                                                                |        |                             |        | **Institutional Class** |  |  |  |
|                                                                                                                                                           |   | **Investor Class**          |   | **Series 1** |   | **Series 2** |   | **Series 3****General Partner** |   |   |   |
|                                                                                                                                                           |   | **Units**                   |   | **Amounts** |   | **Units** |   | **Amounts** |   | **Units** |   | **Amounts** |   | **Units** |   | **Amounts** |   | **Total** |   |
| Balances at

 January 1,                             2008                                          |   | 4,308.2391                  |   | $ | 4,339,665 |   | 1,595.6911 |   | $ | 1,638,843 |   | 42.4523 |   | $ | 43,279 |   | 566.2617 |   | $ | 617,805 |   | $ | 6,639,592 |   |
| Additions                                                                                                                                                      |   | 17,532.8875                 |   |   | 19,478,000 |   | 82.7711 |   |   | 92,325 |   | 79.5833 |   |   | 90,030 |   | 6.1852 |   |   | 9,546 |   |   | 19,669,901 |   |
| Redemptions                                                                                                                                                    |   |  (101.6825)            |   |   | (113,413 | ) | (12.9545 | ) |   | (15,000 | ) | — |   |   | — |   | (278.2133 | ) |   | (593,150 | ) |   | (721,563 | ) |
| Transfers                                                                                                                                                      |   |                        |   |   |   |   | (43.1579 | ) |   | (53,303 | ) | 43.9122 |   |   | 53,303 |   |   |   |   |   |   |   | 0 |   |
| Net income:                                                                                                                                                    |   |                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| General partner incentive allocation                                                                                                                           |   | —                     |   |   | — |   | — |   |   | — |   | — |   |   | — |   | — |   |   | 593,150 |   |   | 593,150 |   |
| Allocation                                            to all

   partners |   | —                     |   |   | 2,001,551 |   | — |   |   | 347,473 |   | — |   |   | 14,825 |   | — |   |   | 141,176 |   |   | 2,505,025 |   |
| Balances at

June 30, 2008                                                                                                                                     |   | 21,739.4441                 |   | $ | 25,705,803 |   | 1,622.3498 |   | $ | 2,010,338 |   | 165.9478 |   | $ | 201,437 |   | 294.2336 |   | $ | 768,527 |   | $ | 28,686,105 |   |

 

See            Notes to Financial Statements.

 

3

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**RFMC GLOBAL DIRECTIONAL FUND, LP**

**NOTES TO            CONDENSED FINANCIAL STATEMENTS**

**For the Six Months Ended June 30, 2008**

(Unaudited)

_______________

             

| 1.     | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The interim condensed financial statements of RFMC                            Global Directional Fund, LP (the “Partnership”), included                            herein, have been prepared in accordance with accounting principles                            generally accepted in the United States of America (“GAAP”)                            for interim financial information and Rule 10-01 of Regulation S-X.                            Accordingly, they do not include all the information and footnotes                            required by accounting principles generally accepted in the United                            States of America for complete annual financial statements. These                            condensed financial statements are unaudited and should be read in                            conjunction with the audited financial statements and notes thereto                            included in the Partnership’s Annual Report on Form 10-12G for                            the period ended December 31, 2007. The Partnership follows the same                            accounting policies in the preparation of interim reports as set forth                            in the annual report. In the opinion of management, the financial                            statements reflect all adjustments, which are of a normal recurring                            nature, necessary for a fair presentation of the financial position,                            results of operations and changes in partners’ capital for the                            interim periods presented and are not necessarily indicative of a full                            year’s results.

                              |
| 2.     | PARTNERSHIP ORGANIZATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The Partnership is a Delaware limited partnership, which                            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                            Confidential Offering Memorandum).

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

4

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**RFMC GLOBAL DIRECTIONAL FUND, LP**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008

(Unaudited)

_____________

 

| 3.     | SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED) |
|--------|------------------------------------------------------------------------|
|   | A.                                                                     | Cash and Cash Equivalents |
|   |                                                                   | The Partnership has defined cash and cash equivalents as                            cash and short-term, highly liquid investments with maturities of three                            months or less when acquired. These investments are classified as Level                            1 fair value estimates (quoted prices in active markets for identical                            assets) under the provisions of Statement of Financial Accounting                            Standards No. 157, “Fair Value Measurements” (“FAS                            157”).

                              |
|   | B.                                                                     | Due from Broker |
|   |                                                                   | Due from broker represents cash required to meet margin                            requirements and excess funds not required for margin which are                            typically invested in 30 day commercial paper and U.S. Treasury bills                            which are carried at cost plus accrued interest, which approximates                            market value. The fair value of the U.S. Treasury bills as of June 30,                            2008 and December 31, 2007 was $0 and $996,367, 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.

                              |
|   | C.                                                                     | Revenue Recognition |
|   |                                                                   | Investments in commodity futures contracts are recorded                            on the trade date and open contracts are recorded in the financial                            statements at their fair value on the last business day of the                            reporting period, based on quoted market prices. Accordingly, such                            contracts are classified as Level 1 fair value estimates under the                            provisions of FAS 157. 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 on closed positions” in the                            Condensed Statements of Income and General Partner Incentive                            Allocation. “Net unrealized gains on open positions” are                            reflected in the Condensed Statements of Financial Condition. Any                            change in net unrealized gain or loss from the preceding period is                            reported in the Condensed Statements of Income and General Partner                            Incentive Allocation under the caption “Change in net unrealized                            gains on open positions”. Interest income is recognized on an                            accrual basis.

                              |
|   | D.                                                                     | 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 7.00%). 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 six months ended June 30, 2008,                            all Investor Class interests were charged a flat rate brokerage                            commission equal to an annual rate of 7.00%.

                              |
|   |                                                                   | 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). |

5

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**RFMC GLOBAL DIRECTIONAL FUND, LP**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

**For the Six Months Ended June 30, 2008**

**(Unaudited)**

**_______________**

 

| 3.     | SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED) |
|--------|------------------------------------------------------------------------|
|   |                                                                   | In addition to any applicable selling agent fees, the                            General Partner will also pay 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 three and six months ended June                            30, 2008, such execution costs totaled $2,026 and $4,280,                            respectively.

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

                              |

|                                                                                                                               |   | **Three Months****Ended****June 30, 2008** |         |   | **Six Months****Ended****June 30, 2008** |   |
|------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|---------|--------|------------------------------------------|--------|
|         Investor                            Class                                               |   | $                                          | 400,622 |        |                                     | $      | 530,954 |   |
|         Institutional                            Class – Series 1                         |   |                                       | 19,567  |        |                                     |   | 37,637 |   |
|         Institutional                            Class – Series 2                         |   |                                       | 1,422   |        |                                     |   | 2,128 |   |
|         Institutional                            Class – General Partner – Series 3 |   |                                       | 7,888   |        |                                     |   | 15,574 |   |
|                                    Total                                                        |   |                                       | 429,499 |        |                                     | $      | 586,293 |   |

 

|   |   | For the three and six months ended June 30, 2008, the                            General Partner received brokerage commissions of $434,745 and                            $525,025, respectively, from the Partnership. As of June 30, 2008 and                            December 31, 2007, $58,130 and $9,100, respectively, were due from the                            General Partner for reimbursement on broker commissions advanced by the                            Partnership.

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

                                                                                                                                                                                                                                                                                                                                                                               |
|   | F.     | Allocation of 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” is                            defined as the increase, if any, in the adjusted net asset value of the                            assets allocated to trading. The General Partner waived a portion of                            its incentive allocation from Institutional Class – Series 1 and                            Series 3 interests during the six month period ended June 30, 2008. The                            General Partner incentive allocations, net of waived amounts, were as                            follows: |

|                                                                                                                                                                                                                                                                                                        |   | **Three Months****Ended****June 30, 2008** |    | **Six Months****Ended****June 30, 2008** |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------|---------|------------------------------------------|--------|
| Investor                            Class                                            |   | $                                          | 334,313 |                                     | $      | 508,025 |   |
| Institutional Class – Series 1                                                                                                                                                                                                                                                                        |   |                                       | 20,221  |                                     |   | 58,208 |   |
| Institutional Class – Series 2                                                                                                                                                                                                                                                                        |   |                                       | 1,927   |                                     |   | 3,427 |   |
| Institutional Class – Series 3                                                                                                                                                                                                                                                                        |   |                                       | 8,319   |                                     |   | 23,490 |   |
|                                                                                                                                                                                                                                                                                                        |   | $                                          | 364,780 |                                     | $      | 593,150 |   |

6

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

**For the Six Months Ended June 30, 2008**

**(Unaudited)**

**_______________**

 

| 3. | SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED) |
|----|------------------------------------------------------------------------|

    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 Partnership (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: |

 

|                                                                                                                                                             | **Three Months****Ended****June 30, 2008** |   | **Six Months                                Ended****June 30, 2008** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|--------|----------------------------------------------------------------------|
| Investor Class                                                                                                                                                   | $                                          | 48,132 |                                                                 | $ | 59,507 |
| InstitutionalClass – Series                        2                  |                                            | 349    |                                                                      |  | 457 |
|                                                                                                                                                             | $                                          | 48,481 |                                                                 | $ | 59,964 |

 

|   |   | As of June 30, 2008 and December 31, 2007, $2 and                            $5,087, respectively, was due to the General Partner for management                            fees.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | 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 allocated to 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: |

 

|                                                                                                                  |   | **Three Months****Ended****June 30, 2008** |   | **Six Months****Ended****June 30, 2008** |    |
|-----------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|--------|-----------------------------------------------|---------|
|      Investor Class                                                                               | $      | 133,094                                         |   | $                                             | 178,248 |   |
|      Institutional Class –                            Series                                |   | 11,343                                          |   |                                          | 22,245  |   |
|      Institutional Class –                            Series 2                              |   | 824                                             |   |                                          | 1,247   |   |
|      Institutional Class                            – General Partner – Series 3 |   | 4,571                                           |   |                                          | 9,200   |   |
|                                                                                                                  | $      | 149,832                                         |   | $                                             | 210,940 |   |

 

|   |   | As of June 30, 2008 and December 31, 2007, $149,931 and                            $38,464, respectively, was due to the Advisor for management                            fees. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

7

----

**RFMC GLOBAL DIRECTIONAL FUND, LP****NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)****For the Six Months Ended June 30, 2008****(Unaudited)****_______________**

 

|    3.     SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED)

                              |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                 | 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 advanced the organizational and                            initial offering costs of the Partnership totaling $23,910. The                            Partnership will reimburse the General Partner for the advanced costs                            and will also amortize the total initial offering costs of $29,633 over                            a period of up to 12 months. During the three and six months ended June                            30, 2008, initial offering costs of $4,178 and $16,664, respectively,                            were amortized into expense. As of June 30, 2008 and December 31, 2007,                            initial offering costs payable to the General Partner totaled $1,993                            and $20,590, respectively.

                              |
|                                                                                                                                                    |   | The General Partner will pay 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 under the provision of                            Financial Accounting Standards Board Interpretation No. 48 (FIN 48)                            entitled “*Accounting For Uncertainty in                            Income Taxes – an interpretation of FASB Statement No.                            109*.” FIN 48 had no impact on the                            Partnership’s financial statements.

                              |   |
|                                                                                                                                                    | K. | Subscriptions |   |
|                                                                                                                                                    |   | Partnership units may be purchased on the first day of                            each month at the net asset value per unit determined on the last                            business day of the previous month. Partners’ contributions                            received in advance for subscriptions are recorded as prepaid                            subscriptions in the Condensed Statements of Financial                            Condition.

                              |   |
|                                                                                                                                                    | L. | Redemptions |   |
|                                                                                                                                                    |   | Limited partners may redeem some or all of their units                            at net asset value per unit as of the last business day of each month                            with at least ten days written notice to the General                            Partner.

                              |   |
|                                                                                                                                                    | M. | Estimates |   |
|                                                                                                                                                    |   | The preparation of financial statements in conformity                            with accounting principles generally accepted in the United States of                            America requires management to make estimates and assumptions that                            affect the reported amounts of assets and liabilities and disclosure of                            contingent assets and liabilities at the date of the financial                            statements and the reported amounts of income (loss) and expenses                            during the reporting period. Estimates include accrual of expenses such                            as administrative fees. Actual results could differ from these                            estimates.

                              |   |
|                                                                                                                                                         | N.      Recently                            Issued Accounting Pronouncements |  |
|                                                                                                                                                    |   | In September 2006, the Financial Accounting Standards                            Board (“FASB”) issued FAS 157. FAS 157 defines fair value,                            establishes a framework for measuring fair value and expands                            disclosures about fair value measurements. The Partnership adopted FAS                            157 as of January 1, 2008. The adoption of FAS 157 did not have a                            material impact on the Partnership’s financial                            statements.

                              |   |
|                                                                                                                                                    |   | 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). |   |

8

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008

(Unaudited)

_______________

 

|  3.        | SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------------------------------------|------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                               |                                                                   | FAS 157 established a hierarchal disclosure framework                            which 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 I – Quoted prices are available in active                            markets for identical investments as of the reporting date. The type of                            investments included in Level I are publicly traded investments. As                            required by FAS 157, 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 II – 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 III – 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 FAS 157 fair value                            hierarchy levels as of June 30, 2008:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

             

|                                                                                                  |   | **Total** |       | **Level** |   | **Level II** |   | **Level II** |   |
|-------------------------------------------------------------------------------------------------------|--------|-----------|------------|-----------|--------|--------------|--------|--------------|--------|
|        Net unrealized gain                            on open positions |   | $         | 1,939,411  |      | $      | 1,939,411    |   | N/A          |   | N/A |   |
|       Money market mutual                            funds                   |   | $         | 14,608,684 |      | $      | 14,608,684   |   | N/A          |   | N/A |   |

 

9

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008

(Unaudited)

_______________

 

| 3.     | SIGNIFICANT ACCOUNTING POLICIES                            (CONTINUED) |
|--------|------------------------------------------------------------------------|
|   |                                                                   | In March 2008, the FASB issued Statement of Financial                            Accounting Standards (FASB) No. 161,                            “*Disclosures about Derivative                            Instruments and Hedging Activities – An Amendment to FASB                            Statement No. 133*” (“FAS                            161”). FAS 161 amends FASB Statement No. 133 (“FAS                            133”) to provide an enhanced understanding of how and why an                            entity uses derivative instruments, how derivative instruments and                            related hedged items are accounted for under FAS 133, and how                            derivative instruments and related hedged items affect an                            entity’s financial position, financial performance and cash                            flows. FAS 161 is effective for financial statements issued for fiscal                            years and interim periods beginning after November 15, 2008. The                            implementation of FAS 161 is not expected to have a material impact on                            the Partnership’s financial statements.

                              |
|   | O.                                                                     | Indemnifications |
|   |                                                                   | The Partnership has entered into agreements, which                            provide for the indemnifications against losses, costs, claims and                            liabilities arising from the performance of their individual                            obligations under such agreements, except for gross negligence or bad                            faith. The Partnership has had no prior claims or payments pursuant to                            these agreements. The Partnership’s individual maximum exposure                            under these arrangements is unknown, as this would involve future                            claims that may be made against the Partnership that have not yet                            occurred. However, based on previous experience, the Partnership                            expects the risk of loss to be remote. |

10

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)**

For            the Six Months Ended June 30, 2008

(Unaudited)

_______________

 

| 4.     | FINANCIAL HIGHLIGHTS                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
|   | The following sets forth the financial highlights for                            the periods presented:

                              |

 

|                                                                                                    |   | **Six Months Ended June 30, 2008** |     |
|---------------------------------------------------------------------------------------------------------|--------|------------------------------------|----------|
|                                                                                                    |   | **Investor****Class**              |     | **Institutional****Class****Series - 1** |   | **Institutional****Class****Series - 2** |   |
| Per Unit Operating Performance(for a Unit outstanding for the entire                            period) |   |                               |     |   |   |   |   |   |   |   |
| Net Asset Value, Beginning of the period                                                                |   | $                                  | 1,007.29 |   | $ | 1,027.04 |   | $ | 1,019.47 |   |
| Income (loss) from operationsNet investment loss                                                        |   |                               | (91.58   | ) |   | (70.10 | ) |   | (75.57 | ) |
| Net trading profits                                                                                     |   |                               | 266.74   |   |   | 282.21 |   |   | 269.96 |   |
| Net income                                                                                              |   |                               | 175.16   |   |   | 212.11 |   |   | 194.39 |   |
| Net Asset Value, End of the period                                                                      |   | $                                  | 1,182.45 |   | $ | 1,239.15 |   | $ | 1,213.86 |   |
| Total Return(1), (5)                                                                                    |   |                               | 17.39    | % |   | 20.65 | % |   | 19.07 | % |
| Total Return (prior to incentive allocation)(2),                            (5)                         |   |                               | 21.12    | % |   | 24.11 | % |   | 22.69 | % |
| Supplemental Data                                                                                       |   |                               |     |   |   |   |   |   |   |   |
| Ratios of expenses to average net assets                                                                |   |                               |     |   |   |   |   |   |   |   |
| Expenses prior to incentive allocation(4),                            (6)                               |   |                               | 13.12    | % |   | 8.37 | % |   | 8.99 | % |
| Incentive allocation(5)                                                                                 |   |                               | 3.72     | % |   | 3.13 | % (6) |   | 3.23 | % |
| Total expenses                                                                                          |   |                               | 16.84    | % |   | 11.50 | % |   | 12.22 | % |
| Ratios of net investment loss to average net                            assets(3), (4), (6)             |   |                               | (10.66   | )% |   | (6.08 | )% |   | (6.75 | )% |
|                                                                                                    |   |                               |     |   |   |   |   |   |   |   |

 

|                                                                                                    |   |   | **Period from August 1, 2007                                (commencement of operations)****to December 31, 2007** |   |
|---------------------------------------------------------------------------------------------------------|--------|--------|--------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                    |   |   | **Investor****Class**                                                                                              |   |   | **Institutional****Class****Series - 1** |   |   | **Institutional****Class****Series-2** |   |
| Per Unit Operating Performance(for a Unit outstanding for the entire                            period) |   |   |                                                                                                               |   |   |   |   |   |   |   |
| Net Asset Value, Beginning of the period                                                                |   | $      | 1,000.00                                                                                                           |   | $ | 1,000.00 |   | $ | 1,000.00 |   |
| Income (loss) from operations

Net investment loss                                                      |   |   | (60.93                                                                                                             | )      |   | (42.35 | ) |   | (50.85 | ) |
| Net trading profits                                                                                     |   |   | 68.22                                                                                                              |   |   | 69.39 |   |   | 70.32 |   |
| Net income                                                                                              |   |   | 7.29                                                                                                               |   |   | 27.04 |   |   | 19.47 |   |
| Net Asset Value, End of the period                                                                      |   | $      | 1,007.29                                                                                                           |   | $ | 1,027.04 |   | $ | 1,019.47 |   |
| Total Return(1), (5)                                                                                    |   |   | 0.73                                                                                                               | %      |   | 2.70 | % |   | 1.95 | % |
| Total Return (prior to incentive allocation)(2),                            (5)                         |   |   | 1.56                                                                                                               | %      |   | 3.32 | % |   | 3.01 | % |
| Supplemental Data                                                                                       |   |   |                                                                                                               |   |   |   |   |   |   |   |
| Ratios of expenses to average net assets                                                                |   |   |                                                                                                               |   |   |   |   |   |   |   |
| Expenses prior to incentive allocation(4),                            (6)                               |   |   | 14.54                                                                                                              | %      |   | 9.54 | % |   | 11.25 | % |
| Incentive allocation(5)                                                                                 |   |   | 0.90                                                                                                               | %      |   | 0.61 | % (6)  |   | 1.14 | % |
| Total expenses                                                                                          |   |   | 15.44                                                                                                              | %      |   | 10.15 | % |   | 12.39 | % |
| Ratios of net investment loss to average net                            assets(3),(4), (6)              |   |   | (10.96                                                                                                             | )%     |   | (6.14 | )% |   | (7.66 | )% |

_____________

 

| (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 1.01% and 0.30% effect of waiver of incentive                            allocations during the six months ended June 30, 2008 and the period                            ended December 31, 2007, respectively.                                                                                                                                                                                                         |

 

* * *            * *

11

----

**Item 2.            Management’s Discussion and Analysis of Financial Condition and Results of            Operations**

 

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 is the            General Partner of the Partnership (the “General Partner”) and Welton            Investment Corporation (“WIC” or the “Advisor”) is the            Partnership’s trading advisor (the “Advisor”).

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

The Partnership incurs substantial charges from the payment of brokerage            commissions to the General Partner, payment of management fees to the Advisor, payment            of management fees and incentive allocations to the General Partner and administrative            expenses. The Partnership is required to make trading profits to avoid depleting and            exhausting its assets from the payment of such fees, allocations and            expenses.

The markets in which the Commodity Interests trade are constantly            changing in character and in degree of volatility. All of the Partnership’s            assets currently are allocated to WIC’s Global Directional Portfolio, which is a            proprietary quantitative trading strategy, and will be traded at a leverage ratio of            1.2. The General Partner, in the future, may allocate the Partnership’s assets to            other trading strategies and investment programs.

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 pays from this            amount all commission charges and fees with respect to the Partnership’s trading            in Commodity Interests. The flat-rate monthly commission is common among programs such            as the Partnership.

*Summary of Critical Accounting Policies*

The preparation of financial statements in conformity with accounting            principles generally accepted in the United States of America (“GAAP”)            requires management to adopt accounting policies and make estimates and assumptions            that affect amounts reported in the Partnership’s financial statements. The            critical accounting estimates and related judgments underlying the Partnership’s            financial statements are summarized below. In applying these policies, management makes            judgments that frequently require estimates about matters that are inherently            uncertain. The Partnership’s significant accounting policies are described in            detail in Note 3 of the Notes to the Condensed Financial Statements.

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

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

12

----

*Results of Operations*

Three Months Ended June 30, 2008

For the quarter ended June 30, 2008, the Partnership had total net            trading profits comprised of $526,673 in net realized gains on closed positions, and            $1,930,176 in change in net unrealized gains on open positions. The Partnership also            had interest income of $138,086.

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.

For the quarter ended June 30, 2008, the Partnership had expenses            comprised of $429,499 in brokerage commissions (including clearing and exchange fees),            $198,313 in management fees, $92,634 in accounting and administrative fees, and $4,178            in other expenses. Brokerage commissions and management fees vary primarily as a result            of change in assets under management, which are affected by net income, and capital            subscriptions and redemptions. Accounting and administrative expenses consist primarily            of professional fees and other expenses relating to the Partnership’s reporting            requirements under the Securities Exchange Act of 1934, as amended.

As a result of above, the Partnership recorded net income after General            Partner incentive allocation of $1,505,531 for the quarter.

At June 30, 2008, the net asset value of the Partnership was            $28,686,105, compared to its net asset value of $6,639,592 at December 31,            2007.

During the quarter, the Partnership had no credit exposure to            counterparties that are participants of foreign commodities exchanges or to            counterparties dealing in over the counter contracts which is considered to be            material.

*Six Months Ended June 30, 2008*

For the six months ended June 30, 2008, the Partnership had total net            trading profits comprised of $2,252,869 in net realized gains on closed positions, and            $1,657,727 in change in net unrealized gains on open positions. The Partnership also            had interest income of $198,855.

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.

For the six months ended June 30, 2008, the Partnership had expenses            comprised of $586,293 in brokerage commissions (including clearing and exchange fees),            $270,904 in management fees, $137,415 in accounting and administrative fees, and            $16,664 in other expenses. Brokerage commissions and management fees vary primarily as            a result of change in assets under management, which are affected by net income, and            capital subscriptions and redemptions. Accounting and administrative expenses consist            primarily of professional fees and other expenses relating to the Partnership’s            reporting requirements under the Securities Exchange Act of 1934, as            amended.

As a result of above, the Partnership recorded net income after General            Partner incentive allocation of $2,505,025 for the six months ended June 30,            2008.

13

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*Liquidity and Capital Resources*

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

The Partnership’s capital resources are dependent upon three            factors: (a) the income or losses generated by the Advisor; (b) the capital invested or            redeemed by the limited partners; and (c) the capital invested or redeemed by the            General Partner. The Partnership sells limited partnership units to investors from time            to time in private placements pursuant to Regulation D of the Securities Act of 1933,            as amended. As of the last day of any month, a limited partner may redeem all of its            limited partnership units on 10 days’ prior written notice to the General            Partner.

The General Partner is required to contribute $1,000 to the Partnership.            All capital contributions by the General Partner necessary to maintain such capital            account balance are evidenced by units of general partnership interest, each of which            has an initial value equal to the net asset value per unit at the time of such            contribution. The General Partner may withdraw any excess above its required capital            contribution without notice to the limited partners and may also contribute any greater            amount to the Partnership.

**Item 3. Quantitative            and Qualitative Disclosures About Market Risk.**

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

The futures interests traded by the Partnership involve varying degrees            of related market risk. Such market risk is often dependent upon changes in the level            or volatility of interest rates, exchange rates, and/or market values of financial            instruments and commodities. Fluctuations in related market risk based upon the            aforementioned factors result in frequent changes in the fair value of the            Partnership’s open positions, and, consequently, in its earnings and cash flow.            The Partnership accounts for open positions on 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 2008, 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. The Partnership may have some            additional currency exposure in New Zealand, Brazil, Mexico and South Africa. 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 may have some            additional market exposure to aluminum, zinc, tin and nickel. 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 June 30, 2008, and it is            anticipated that positions in this sector will continue to be evaluated on an ongoing            basis.

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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 June 30, 2008 market rates and prices on its instruments to perform            the sensitivity analysis. The sensitivity analysis has been prepared separately for            each of the Partnership’s market risk exposures (interest rate, currency rate,            and commodity price) instruments.

The estimates are based on the market risk sensitive portfolios            described in the preceding paragraph above. The potential loss in earnings is based on            an immediate change in:

| • | The prices of the Partnership’s positions                            resulting from a 10% change in interest rates. |
|--------|---------------------------------------------------------------------------------------------------------------------------|

| • | The U.S. dollar equivalent balances of the                            Partnership’s currency exposures due to a 10% shift in currency                            exchange rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | The market value of the Partnership’s Commodity                            Interests due to a 10% change in the price of the Commodity                            Instruments. The Partnership has determined that the impact of a 10%                            change in market rates and prices on its fair values, cash flows and                            earnings would not be material. The Partnership has disclosed the                            potential loss to earnings of its commodity price, interest rate and                            currency exchange rate sensitivity positions as of June 30,                            2008. |

The potential loss in earnings for each market risk exposure as of June            30, 2008 was:

|                 Currency                            exchange 

                     | $ |  302,105                         |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---|---------------------------------------|
|                                            Commodity price risk

                                                                                                                            | $ | 334,050                               |
|                 Interest                            rate risk                                                                                                                                | $ |      193,100 |

 

**Item 4T. Controls and            Procedures**

The President of the General Partner (who serves as the principal            executive officer and financial officer of the Partnership) evaluated the effectiveness            of the design and operation of the Partnership’s disclosure controls and            procedures, which are designed to ensure that the Partnership records, processes,            summarizes and reports in a timely and effective manner the information required to be            disclosed in the reports filed with or submitted to the Securities and Exchange            Commission. Based upon this evaluation, the General Partner concluded that, as of June            30, 2008 the Partnership’s disclosure controls are effective and ensure that            information required to be disclosed in the reports filed under the Securities Exchange            Act of 1934 are accumulated and communicated to management of the General Partner            (which consists of the principal of the General Partner) to allow timely decisions            regarding required disclosure. There were no significant changes in the            Partnership’s internal controls or in other factors that could significantly            affect those controls during the second quarter of 2008.

**PART II. OTHER            INFORMATION**

**Item 1. Legal            Proceedings.**

The General Partner is not aware of any pending legal proceedings to            which the Partnership or the General Partner is a party or to which any of their assets            are subject.

**Item 1A. Risk Factors**

There are no material changes from the risk factors disclosed in the            Partnership’s Form 10.

**Item 2. Unregistered            Sales of Equity Securities and Use of Proceeds**

There currently is no established public trading market for the Limited            Partnership Units. As of June 30, 2008, 23,821.9753 Partnership Units were held by 264            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, 2008 through June 30, 2008, a total of 17,701.4271 Partnership Units were subscribed            for the aggregate subscription amount of $19,669,901. The monthly subscriptions of            these Partnership Units are as follows:

| **Date of Subscription**         | **Amount of****Subscriptions** |
|----------------------------------|--------------------------------|
|                             |                           |   |
|     January 2008  | $                              | 238,533    |
|     February 2008 | $                              | 2,117,347    |
|     March 2008    | $                              | 3,429,846    |
|     April 2008    | $                              | 8,574,042    |
|     May 2008      | $                              | 5,114,994    |
|     June 2008     | $                              | 195,139    |

Investors in the Partnership who subscribed through a            selling agent may have been charged a sales commission at a rate negotiated between            such selling agent and the investor. Such sales commission in no event exceeded 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 3. Defaults Upon            Senior Securities**

None.

**Item 4.            Submission of Matters to a Vote of Security Holders**

None.

**Item 5. Other            Information**

None.

**Item 6. Exhibits**

| 31.1   | Rule 13a - 14(a)/15d-14(a) Certification |
|--------|------------------------------------------|
|   |                                     |
| 32.1   | Section 1350 Certification               |

15

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Pursuant to the requirements of the Securities Exchange Act of 1934, the            registrant has duly caused this report to be signed on its behalf by the undersigned            thereunto duly authorized.

|                  |   | RFMC GLOBAL DIRECTIONAL FUND LP                                                                                                                                                                                                                                             |
|-----------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |   |                                                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                        |
| Date: August 14, 2008 |   | By: Ruvane Fund Management Corporation

Its: General Partner                                                                                                                                                                                                                |
|                  |   |                                                                                                                                                                                                                                                                        |
|                  |   | By: /s/Robert L.                            Lerner 

      Robert L.                            Lerner

      President, Principal                            Executive Officer and Principal Financial Officer |