**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

**FORM 10-Q**

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2009

( ) 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. 000-53118

**RFMC GLOBAL DIRECTIONAL FUND, LP**

 

| **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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ( No ( 

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

 

| Large Accelerated Filer______                                                                                                                                                                                                                                                                                   | Accelerated Filer ______                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------|
| Non-accelerated filer   ______

                                    (do not check if a Smaller reporting company) | Smaller Reporting Company    X  |

 

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

 

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

 

 

 

 

1

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**INDEX TO FORM 10-Q**

 

| **PART I – FINANCIAL INFORMATION** |                                                                                        |
|------------------------------------------|---------------------------------------------------------------------------------------------|
|                                     | Page                                                                                        |
| Item 1.                                  | Condensed Financial Statements                                                              | 3 |
|                                     | Condensed Statements of Financial Condition                                                 | 3 |
|                                     | Condensed Statements of Income (Loss) and General Partner Incentive Allocation              | 4 |
|                                     | Condensed Statements of Changes in Partners’ Capital (Net Asset Value)                | 5 |
|                                     | Notes to Condensed Financial Statements                                                     | 6 |
| Item 2.                                  | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 |
| Item 3.                                  | Quantitative and Qualitative Disclosures About Market Risk                                  | 18 |
| Item 4T.                                 | Controls and Procedures                                                                     | 19 |
| **PART II – OTHER INFORMATION**    |
|                                     |
| Item 1.                                  | Legal Proceedings                                                                           | 19 |
| Item 1A.                                 | Risk Factors                                                                                | 19 |
| Item 2.                                  | Unregistered Sales of Equity Securities and Use of Proceeds                                 | 19 |
| Item 3.                                  | Defaults Upon Senior Securities                                                             | 20 |
| Item 4.                                  | Submission of Matters to a Vote of Security Holders                                         | 20 |
| Item 5.                                  | Other Information                                                                           | 20 |
| Item 6.                                  | Exhibits                                                                                    | 20 |

 

 

 

 

2

----

**PART I - FINANCIAL INFORMATION**

**Item 1. Condensed Financial Statements**

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**CONDENSED STATEMENTS OF FINANCIAL CONDITION**

As of March 31, 2009 (Unaudited) and December 31, 2008

_______________

 

|                                                                                                                                                                                  |   | **March 31, 2009** |       | **December 31, 2008** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------|------------|-----------------------|--------|
| **ASSETS**                                                                                                                                                                            |   |               |       |                  |   |
| EQUITY IN COMMODITY FUTURES TRADING ACCOUNT:                                                                                                                                          |   |               |       |                  |   |   |   |
| Due from broker (including margin deposits of  $7,357,595 for 2009 and $4,808,173 for 2008)                                                                                      |   | $                  | 8,238,250  |                  | $      | 10,487,552 |   |
| Net unrealized gains on open positions                                                                                                                                                |   |               | 1,519,546  |                  |   | 344,575 |   |
|                                                                                                                                                                                  |   |               | 9,757,796  |                  |   | 10,832,127 |   |
| CASH AND CASH EQUIVALENTS                                                                                                                                                             |   |               | 35,814,650 |                  |   | 32,280,026 |   |
| DUE FROM GENERAL PARTNER                                                                                                                                                              |   |               | 55,921     |                  |   | 34,750 |   |
| **TOTAL ASSETS**                                                                                                                                                                      |   | $                  | 45,628,367 |                  | $      | 43,146,903 |   |
| **LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)LIABILITIES:**                                                                                                             |   |               |       |                  |   |   |   |
| Prepaid subscriptions                                                                                                                                                                 |   | $                  | 992,000    |                  | $      | 3,991,980 |   |
| Redemptions payable                                                                                                                                                                   |   |               | 462,788    |                  |   | 1,084,413 |   |
| Other accrued expenses                                                                                                                                                                |   |               | 86,262     |                  |   | 138,000 |   |
| Accrued management fees                                                                                                                                                               |   |               | 248,286    |                  |   | 198,387 |   |
| **TOTAL LIABILITIES**                                                                                                                                                                 |   |               | 1,789,336  |                  |   | 5,412,780 |   |
| **PARTNERS’ CAPITAL (NET ASSET VALUE)**                                                                                                                                         |   |               |       |                  |   |   |   |
| Limited partners – Investor Class (34,899.8069 and 27,495.4455 fully redeemable units at March 31, 2009 and December 31, 2008, respectively)                                    |   |               | 39,875,030 |                  |   | 34,232,682 |   |
| Limited partners – Institutional Class – Series 1 (1,562.6861 and 1,554.3584 fully redeemable units at March 31, 2009 and December 31, 2008, respectively)                |   |               | 1,934,781  |                  |   | 2,075,754 |   |
| Limited partners – Institutional Class – Series 2 (1,039.6871 and 454.5724 fully redeemable units at March 31, 2009 and December 31, 2008, respectively)                  |   |               | 1,248,063  |                  |   | 589,829 |   |
| General partner – Institutional Class – Series 3 (184.5154 and 183.2414 fully redeemable units at March 31, 2009 and December 31, 2008, respectively)                     |   |               | 781,157    |                  |   | 835,858 |   |
| **TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)**                                                                                                                                   |   |               | 43,839,031 |                  |   | 37,734,123 |   |
| **TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)**                                                                                                                   |   | $                  | 45,628,367 |                  | $      | 43,146,903 |   |
| **NET ASSET VALUE PER UNIT –**                                                                                                                                                  |   |               |       |                  |   |   |   |
| Investor Class (based on Partners’ Capital of $39,875,030 and $34,232,682 and 34,899.8069 and 27,495.4455 fully redeemable units outstanding)                                   |   | $                  | 1,142.56   |                  | $      | 1,245.03 |   |
| Institutional Class – Series 1 (based on Partners’ Capital of $1,934,781 and $2,075,754 and 1,562.6861 and 1,554.3584 fully redeemable units outstanding)                 |   | $                  | 1,238.11   |                  | $      | 1,335.44 |   |
| Institutional Class – Series 2 (based on Partners’ Capital of $1,248,063 and $589,829 and 1,039.6871 and 454.5724 fully redeemable units outstanding)                     |   | $                  | 1,200.42   |                  | $      | 1,297.55 |   |
| Institutional Class – General Partner – Series 3 (based on Partners’ Capital of $781,157 and $835,858 and 184.5154 and 183.2414 fully redeemable units outstanding) |   | $                  | 4,233.56   |                  | $      | 4,561.51 |   |

 

See Notes to Condensed Financial Statements.

 

 

 

3

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**CONDENSED STATEMENTS OF INCOME (LOSS) AND GENERAL PARTNER INCENTIVE ALLOCATION**

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

________________

 

|                                                                                                                                                                                    |   | **Three Months Ended March 31,** |                  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------|-----------------------|
|                                                                                                                                                                                    |   | **2009**                         |                  | **2008** |   |
| NET INVESTMENT LOSS                                                                                                                                                                     |   |                             |                  |   |   |   |   |
| Income:                                                                                                                                                                                 |   |                             |                  |   |   |   |   |
| Interest income                                                                                                                                                                         |   | $                                | 40,816                |   | $ | 60,769  |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| Expenses:                                                                                                                                                                               |   |                             |                  |   |   |   |   |
| Brokerage commissions                                                                                                                                                                   |   |                             | 725,751          |   |   | 156,794  |   |
| Management fees                                                                                                                                                                         |   |                             | 345,859          |   |   | 72,591  |   |
| Professional fees                                                                                                                                                                       |   |                             | 62,006           |   |   | 26,457  |   |
| Accounting, administrative fees, and other expenses                                                                                                                                     |   |                             | 19,835      |   |   | 30,810  |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| Total expenses                                                                                                                                                                          |   |                             | 1,153,451   |   |   | 286,652  |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| Net investment loss                                                                                                                                                                     |   |                             | (1,112,635)           |   |   | (225,883) |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| TRADING PROFITS (LOSSES)                                                                                                                                                                |   |                             |                  |   |   |   |   |
| Profits (losses) on trading of commodity futures:                                                                                                                                       |   |                             |                  |   |   |   |   |
| Net realized gains (losses) on closed positions                                                                                                                                         |   |                             | (3,596,985)           |   |   | 1,726,196  |   |
| Change in net unrealized gains (losses) on open positions                                                                                                                               |   |                             | 1,174,971        |   |   | (272,449) |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| Total trading profits (losses)                                                                                                                                                          |   |                             | (2,422,014)           |     |   | 1,453,747  |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| NET INCOME (LOSS)                                                                                                                                                                       |   | $                                | (3,534,649)           |   | $ | 1,227,864   |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| Less:   General Partner incentive allocation                                                                                                                                  |   |                             | —               |   |   | 245,573   |   |
| General Partner incentive allocation waived                                                                                                                                             |   |                             | —               |   |   | (17,203)  |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| NET INCOME (LOSS) AFTER GENERAL PARTNER  INCENTIVE ALLOCATION                                                                                                                 |   | $                                | (3,534,649)           |   | $ | 999,494   |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| NET INCOME (LOSS) AFTER GENERAL PARTNER  INCENTIVE ALLOCATION PER UNIT

(based on weighted average number of units outstanding                             during the period) |   |                             |                  |   |   |   |   |
| Investor Class                                                                                                                                                                          |   | $                                | (99.24)               |   | $ | 74.60   |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| Institutional Class – Series 1                                                                                                                                                    |   | $                                | (97.24)               |   | $ | 111.75   |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| Institutional Class – Series 2                                                                                                                                                    |   | $                                | (70.70)               |   | $ | 77.77   |   |
|                                                                                                                                                                                    |   |                             |                  |   |   |   |   |
| Institutional Class – General Partners – Series 3                                                                                                                           |   | $                                | (332.37)              |   | $ | 530.25   |   |

 

See Notes to Condensed Financial Statements.

 

 

 

4

----

**RFMC GLOBAL DIRECTIONAL Fund, Lp**

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

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

_______________

 

|                                                                                           |   | **Partners’ Capital** |   |
|------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|
|                                                                                           |   | **Institutional Class**     |   |
|                                                                                           |   | **Investor Class**          |   | **Series 1** |   | **Series 2** |   | **Series 3****General Partner** |   |   |   |
|                                                                                           |   | **Units**                   |   | **Amount** |   | **Units** |   | **Amount** |   | **Units** |   | **Amount** |   | **Units** |   | **Amount** |   | **Total** |   |
| Balances at                                January 1, 2009                      |   | 27,495.4455                 |   | $ | 34,232,682  |   | 1,554.3584 |   | $ | 2,075,754  |   | 454.5724 |   | $ | 589,829  |   | 183.2414 |   | $ | 835,858  |   | $ | 37,734,123  |   |
| Additions                                                                                      |   |   8,623.0129      |   |   | 10,330,366  |   | 8.3277 |   |   | 10,700  |   | 585.1147 |   |   | 705,000  |   | 1.2740 |   |   | 6,472  |   |   | 11,052,538  |   |
| Redemptions                                                                                    |   | (1,218.6515)                |   |   | (1,412,981) |   | — |   |   | — |   | — |   |   | — |   | — |   |   | — |   |   | (1,412,981) |   |
| Net (loss):                                                                                    |   |                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|  General partner                                 incentive allocation |   | —                     |   |   | — |   | — |   |   | — |   | — |   |   | — |   | — |   |   | — |   |   | — |   |
|    Allocation to all                                  partners   |   | —                     |   |   | (3,275,037) |   | — |   |   | (151,673) |   | — |   |   | (46,766) |   | — |   |   | (61,173) |   |   | (3,534,649) |   |
| Balances at                             March 31, 2009                                         |   | 34,899.8069                 |   | $ | 39,875,030   |   | 1,562.6861 |   | $ | 1,934,781   |   | 1,039.6871 |   | $ | 1,248,063  |   | 184.5154 |   | $ | 781,157  |    | $ | 43,839,031  |   |

 

|                                                                                           |   | **Partners’ Capital** |   |
|------------------------------------------------------------------------------------------------|--------|-----------------------------|--------|
|                                                                                           |   | **Institutional Class**     |   |
|                                                                                           |   | **Investor Class**          |   | **Series 1** |   | **Series 2** |   | **Series 3****General Partner** |   |   |   |
|                                                                                           |   | **Units**                   |   | **Amount** |   | **Units** |   | **Amount** |   | **Units** |   | **Amount** |   | **Units** |   | **Amount** |   | **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                                                                                      |   | 5,229.6945                  |   |   | 5,689,000 |   | 31.2654 |   |   | 32,552 |   | 53.3576 |   |   | 60,000 |   | 3.1720 |   |   | 4,173 |   |   | 5,785,725  |   |
| Redemptions                                                                                    |   | —                     |   |   | — |   | — |   |   | — |   | — |   |   | — |   | (138.5560) |   |   | (228,370) |   |   | (228,370) |   |
| Net income:                                                                                    |   |                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   General partner                                incentive allocation |   | —                     |   |   | — |   | — |   |   | — |   | — |   |   | — |   | — |   |   | 228,370 |   |   | 228,370  |   |
|    Allocation to all                                  partners   |   | —                     |   |   | 685,334 |   | — |   |   | 219,530 |   | — |   |   | 6,428 |   | — |   |   | 88,202 |   |   | 999,494  |   |
| Balances at                            March 31, 2008                                          |   | 9,537.9336                  |   | $ | 10,713,999 |   | 1,626.9565 |   | $ | 1,890,925 |   | 95.8099 |   | $ | 109,707 |   | 430.8777 |   | $ | 710,180 |   | $ | 13,424,811  |   |

 

See Notes to Condensed Financial Statements.

 

 

 

5

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

**NOTES TO CONDENSED FINANCIAL STATEMENTS**

For the Three Months Ended March 31, 2009 and 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 for interim financial information and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes            required by accounting principles generally accepted in the United States of America for complete annual financial statements. These condensed financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2008. The Partnership follows the same accounting policies in the preparation of interim reports as set forth in the annual            report. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and changes in partners’ capital for the interim periods presented and are not necessarily indicative of a full year’s results.

| 2. | PARTNERSHIP ORGANIZATION |
|----|--------------------------|

The Partnership, a Delaware limited partnership, was organized on 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.

 

 

 

 

6

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009  and 2008

 (Unaudited) 

_______________

 

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

|   | A. | Method of Reporting |
|--------|----|---------------------|

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

The Partnership has elected not to provide a Statement of Cash Flows as permitted by  the Financial Accounting Standards Board ("FASB"), 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.”

|   | B. | Cash and Cash Equivalents |
|--------|----|---------------------------|

The Partnership has defined cash and cash equivalents as cash and short-term, highly liquid investments with maturities of three months or less when acquired. Money market mutual funds, which are included in cash equivalents, are classified as Level 1 fair value estimates (quoted prices in active markets for identical assets) under the provisions of Statement of Financial Accounting            Standards No. 157, “Fair Value Measurements” (“FAS 157”).

|   | C. | Due from Broker |
|--------|----|-----------------|

Due from broker represents deposits required to meet margin requirements and excess funds not required for margin. Due from broker at March 31, 2009 and December 31, 2008 consisted of cash on deposit with the broker of $8,238,250 and $10,487,552, respectively. The Partnership is subject to credit risk to the extent any broker with whom the Partnership conducts business is unable to            deliver cash balances or securities, or clear securities transactions on the Partnership’s behalf. The General Partner monitors the financial condition of the brokers with which the Partnership conducts business and believes that the likelihood of loss under the aforementioned circumstances is remote.

|   | D. | 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 (losses) on closed positions” in the Condensed Statements of Income (Loss) 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 (Loss) and General Partner Incentive Allocation under the caption “Change in net unrealized gains (losses) on open positions”. Interest income is recognized on an accrual basis.

|   | E. | Brokerage Commissions |
|--------|----|-----------------------|

Investor Class interests will pay the General Partner a monthly flat-rate brokerage commission of up to approximately 0.583% of the net asset value of such interests as of the beginning of each month (an annual rate of  7.0%). 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 period ended March 31, 2009 and 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).

 

 

7

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

_______________

 

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

|   | E. | Brokerage Commissions (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, but the Partnership will pay all other execution costs, including give-up charges and service fees assessed by certain forward dealing desks. Such execution costs                totaled $377 and $2,254 for the three months ended March 31, 2009 and 2008, respectively.

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

 

|                                                         |   | **Three Months Ended****March 31,** |    |
|--------------------------------------------------------------|--------|-------------------------------------|---------|
|                                                         |   | **2009**                            |    | **2008** |   |
| Investor Class                                               |   | $                                   | 689,392 |   | $ | 130,332 |   |
| Institutional Class – Series 1                         |   |                                | 20,082  |   |   | 18,070 |   |
| Institutional Class – Series 2                         |   |                                | 8,175   |   |   | 706 |   |
| Institutional Class – General Partner – Series 3 |   |                                | 8,102   |   |   | 7,686 |   |
| Total                                                        |   | $                                   | 725,751 |   | $ | 156,794 |   |

 

For the three months ended March 31, 2009 and 2008, the General Partner received brokerage commissions of $614,656 and $90,281, respectively, from the Partnership. As of March 31, 2009 and December 31, 2008, $55,921 and $34,750, respectively, were due from the General Partner for reimbursement on broker commissions advanced by the Partnership.

|   | F. | Allocation of Income (Loss) |
|--------|----|-----------------------------|

Net realized and unrealized trading profits and losses, interest income and other operating income and expenses, prior to flat-rate brokerage commissions, 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.

 

8

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

_______________

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

|   | G. | Incentive Allocation |
|--------|----|----------------------|

The General Partner is entitled to a quarterly incentive allocation equal to 20% of New Profits (as defined in the Confidential Offering Memorandum), if any. The term “New Profits” for the purpose of calculating the General Partner’s incentive allocation only, is defined as the excess (if any) of (A) the net asset value of the Partnership as of the last day of                any calendar quarter (before deduction of incentive allocations made or accrued for such quarter), over (B) the net asset value of the Partnership as of the last day of the most recent quarter for which an incentive allocation was paid or payable (after deduction of such incentive allocation). In computing New Profits, the difference between (A) and (B) above shall be (i) increased by the amount of any distributions or redemptions paid or accrued by the Partnership as of or                subsequent to the date in (B) through the date in (A), (ii) adjusted (either decreased or increased, as the case may be) to reflect the amount of any additional allocations or negative reallocations of Partnership assets from the date in (B) to the last day of the quarter as of which the current incentive allocation calculation is made, and (iii) increased by the amount of any losses attributable to redemptions. For the three month period ended March 31, 2009, the General                Partner earned no incentive allocations. For the three month period ended March 31, 2008, General Partner incentive allocations, net of waived amounts, were as follows:

 

| Investor Class                       |   | $      | 173,712 |   |
|--------------------------------------|--------|--------|---------|--------|
| Institutional Class – Series 1 |   |   | 37,987  |   |
| Institutional Class – Series 2 |   |   | 1,500   |   |
| Institutional Class – Series 3 |   |   | 15,171  |   |
| Total                                |   | $      | 228,370 |   |

 

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. For the three months ended March 31, 2009 and 2008, management fees earned by the General Partner were as follows:

 

|                                 |   | **Three Months Ended****March 31** |   |
|--------------------------------------|--------|------------------------------------|--------|
|                                 |   | **2009**                           |   | **2008** |   |
|                                 |   |                               |   |   |   |   |   |
| Investor Class                       |   | $                                  | 96,174 |   | $ | 11,375 |   |
| Institutional Class – Series 2 |   |                               | 1,500  |   |   | 108 |   |
| Total                                |   | $                                  | 97,674 |   | $ | 11,483 |   |
|                                 |   |                               |   |   |   |   |   |

 

As of March 31, 2009 and December 31, 2008, $0 was due to the General Partner for management fees.

 

9

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

_______________

 

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

|   | H. | Management Fees (continued) |
|--------|----|-----------------------------|

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. For the three months ended March 31, 2009 and 2008, management fees earned by the Advisor were as follows:

 

|                                                         |   | **Three Months Ended****March 31** |    |
|--------------------------------------------------------------|--------|------------------------------------|---------|
|                                                         |   | **2009**                           |    | **2008** |   |
|                                                         |   |                               |    |   |   |   |   |
| Investor Class                                               |   | $                                  | 227,205 |   | $ | 45,154 |   |
| Institutional Class – Series 1                         |   |                               | 11,566  |   |   | 10,902 |   |
| Institutional Class – Series 2                         |   |                               | 4,747   |   |   | 423 |   |
| Institutional Class – General Partner – Series 3 |   |                               | 4,667   |   |   | 4,629 |   |
| Total                                                        |   | $                                  | 248,185 |   | $ | 61,108 |   |
|                                                         |   |                               |    |   |   |   |   |

 

As of March 31, 2009 and December 31, 2008, $248,286 and $198,387, respectively, was due to the Advisor for management fees.

|   | I. | Administrative Expenses |
|--------|----|-------------------------|

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

The General Partner advanced the organizational and initial offering costs of the Partnership totaling $23,910. The Partnership reimbursed the General Partner for the advanced costs and amortized the total initial offering costs of $29,633 over a 12 month period ended July 31, 2008. During the three months ended March 31, 2008, initial offering costs of $12,486 were amortized                into expense.

|   | 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 provisions of FASB Interpretation No. 48 (“FIN 48”) entitled “Accounting For Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” and classifies interest and penalties, if any, as interest expense. FIN 48 had no impact on                the Partnership’s financial statements.

The Partnership files U.S. federal and state tax returns. The 2005 through 2008 tax years generally remain subject to examination by U.S. federal and most state authorities.

|   | K. | Subscriptions |
|--------|----|---------------|

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

 

10

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

_______________

 

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

|   | L. | Redemptions |
|--------|----|-------------|

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

|   | M. | Foreign Currency Transactions |
|--------|----|-------------------------------|

The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of  the Condensed Statement of Financial Condition. Income and expense items                denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars totaled $1,942 and $(23,002) for the three months ended March 31, 2009 and 2008, respectively, and are reported as a component of “Net realized gains (losses) on closed positions” in the Condensed Statements of Income (Loss) and General Partner Incentive Allocation.

|   | N. | Recently Issued Accounting Pronouncements |
|--------|----|-------------------------------------------|

In March 2008, the FASB issued Statement of Financial Accounting Standards 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, *Accounting for Derivative Instruments and Hedging Activities* ("FAS 133") to                provide enhanced disclosures regarding 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. The Partnership adopted FAS 161 as of January 1, 2009. The adoption of FAS 161 did not have a material impact on the Partnership’s financial statements. The                disclosures required by FAS 161 are included in Note 5 to these 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.

|   | P. | Reclassification |
|--------|----|------------------|

Certain prior-period amounts have been reclassified to conform to the current-period presentation.

| 4. | FAIR VALUE |
|----|------------|

Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).

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:

 

11

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

_______________

 

| 4. | FAIR VALUE (CONTINUED) |
|----|------------------------|

Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 are publicly traded investments. As required by 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 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.

Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market                conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are                included in this category generally are privately held debt and equity securities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The General Partner’s assessment of the significance of a particular input to the fair value                measurement in its entirety requires judgment, and considers factors specific to the investment.

The following table summarizes the valuation of the Partnership’s investments by the above FAS 157 fair value hierarchy levels:

 

|                                   |   | **AsofMarch31,2009** |       |        |
|----------------------------------------|--------|----------------------|------------|-------------|
|                                   |   | **Total**            |       | **Level 1** |   | **Level 2** |   | **Level 3** |
| Net unrealized gains on open positions |   | $                    | 1,519,546  |        | $ | 1,519,546 |   | N/A |   | N/A |
| Money market mutual funds              |   |                 | 34,348,011 |        |   | 34,348,011 |   | N/A |   | N/A |
| Total Fair Value                       |   | $                    | 35,867,557 |        | $ | 35,867,557 |   |   |   |   |

 

|                                   |   |   |       |   |   | **As of December 31, 2008** |   |        |
|----------------------------------------|--------|--------|------------|--------|--------|-----------------------------|--------|-------------|
|                                   |   |   | **Total**  |   |   | **Level 1**                 |   | **Level 2** |   | **Level 3** |
| Net unrealized gains on open positions |   | $      | 344,575    |   | $      | 344,575                     |   | N/A         |   | N/A |
| Money market mutual funds              |   |   | 27,299,398 |   |   | 27,299,398                  |   | N/A         |   | N/A |
| Total Fair Value                       |   | $      | 27,643,973 |   | $      | 27,643,973                  |   |        |   |   |

 

 

12

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

_______________

 

| 5. | DERIVATIVE INSTRUMENTS |
|----|------------------------|

The Partnership engages in the speculative trading of futures contracts in currencies, interest rates and a wide range of commodities, including energy and metals. FAS 133 requires entities to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial condition Investments in commodity futures contracts are recorded in the                Condensed Statements of Financial Condition as “Net unrealized gains on open positions.” Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments under the provisions of FAS 133. Accordingly, all realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the                Partnership’s trading profits and losses in the Condensed Statements of Income (Loss) and General Partner Incentive Allocation.

Information concerning the fair value of the Partnership’s derivatives held long or sold short, including information related to the volume of the Partnership’s derivative activity, is as follows:

 

|              |   | **As of March 31, 2009**                                |   |
|-------------------|--------|---------------------------------------------------------|--------|
|              |   | ** Long                                 Contract** |   | **Long Positions****Gross Unrealized** | **   Short  Contract** |   | **Short Positions****Gross Unrealized** | **Net Unrealized****Gain (Loss) on** |   |
|              |   | **Outstanding**                                         |   | **Gains** |   |   |   | **Losses** | **Outstanding** |   | **Gains** |   | **Losses** | **Open Positions** |   |
| Currencies        |   | 298                                                     |   | $ | 1,398,947 |   |   |   | $ | (77,812) |        210 |   | $ | 177,000 |   | $ | (280,475) | $ |  1,217,660  |   |
| Interest rates    |   | 974                                                     |   |   | 466,054 |   |   |   |   | (49,969) |            1 |   |   | 3,133 |   |   | 0   |   |     419,218  |   |
| Grains            |   | 0                                                       |   |   | 0 |   |   |   |   | 0  |          30 |   |   | 43,900 |   |   | (18,538) |   |       25,362  |   |
| Livestock         |   | 0                                                       |   |   | 0 |   |   |   |   | 0  |          72 |   |   | 3,800 |   |   | (730) |   |         3,070  |   |
| Tropical products |   | 23                                                      |   |   | 0 |   |   |   |   | (18,178) |          25 |   |   | 18,855 |   |   | (5,901) |   |       (5,224) |   |
| Energy            |   | 14                                                      |   |   | 5,410 |   |   |   |   | (16,950) |          33 |   |   | 38,950 |   |   | (23,793) |   |       (3,617) |   |
| Metals            |   | 494                                                     |   |   | 913,728 |   |   |   |   | (450,070) |        493 |   |   | 463,415 |   |   | (1,290,030) |   |   (362,957) |   |
| Stock indices     |   | 556                                                     |   |   | 77,197 |   |   |   |   | (44,167) |        294 |   |   | 205,714 |   |   | (19,944) |   |    218,800  |   |
| Totals            |   |                                                    |   | $ | 2,861,336 |   |   |   | $ | (657,146) |          |   | $ | 954,767 |   |    $ |   (1,639,411)  | $ | 1,519,546  |   |

 

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

 

|                           |   | **For the three months ended March 31, 2009** |
|--------------------------------|--------|-----------------------------------------------|
|                           |   | **Realized****Gains****(Losses), Net**        |   | **Change in****Net Unrealized****Gains (Losses)** |   | **Net****Trading****Profits (Losses)** |
|                           |   |                                          |   |   |   |   |   |   |   |   |
| Currencies                     |   | $                                             | (2,322,163) |   | $ | 1,335,409  |   | $ | (986,754) |   |
| Interest rates                 |   |                                          | (726,027) |   |   | 190,407  |   |   | (535,620) |   |
| Grains                         |   |                                          | (112,713) |   |   | 67,738  |   |   | (44,975) |   |
| Livestock                      |   |                                          | 107,590  |   |   | 17,190  |   |   | 124,780  |   |
| Tropical products              |   |                                          | (132,993) |   |   | 23,618  |   |   | (109,375) |   |
| Energy                         |   |                                          | 62,517   |    |   | 76,145  |   |   | 138,662  |   |
| Metals                         |   |                                          | 594,225   |   |   | (759,832) |   |   | (165,607) |   |
| Stock indices                  |   |                                          | (1,067,421) |   |   | 224,296  |   |   | (843,125) |   |
| Total trading profits (losses) |   | $                                             | (3,596,985) |   | $ | 1,174,971  |   | $ | (2,422,014) |   |

 

 

13

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009 and 2008

 (Unaudited) 

_______________

 

| 5. | DERIVATIVE INSTRUMENTS (CONTINUED) |
|----|------------------------------------|

|   | A. | Market Risk |
|--------|----|-------------|

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

|   | B. | Fair Value |
|--------|----|------------|

The derivative instruments used in the Partnership’s trading activities are reported at fair value with the resulting unrealized gains recorded in the Condensed Statements of Financial Condition and the related trading profits (losses) reflected in "Trading Profits (Losses)" in the Condensed Statements of Income (Loss) and General Partner Incentive Allocation. Open                contracts generally mature within 90 days; as of March 31, 2009 and December 31, 2008, the latest maturity dates for open contracts are March 2010 and December 2009, respectively.

|   | C. | Credit Risk |
|--------|----|-------------|

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

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

 

14

----

**RFMC GLOBAL DIRECTIONAL FUND, LP**

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

For the Three Months Ended March 31, 2009  and 2008

 (Unaudited) 

_______________

| 6. | FINANCIAL HIGHLIGHTS |
|----|----------------------|

The following sets forth the financial highlights for the periods presented:

 

|                                                                          |   | **ThreeMonthsEndedMarch31,2009** |
|-------------------------------------------------------------------------------|--------|----------------------------------|
|                                                                          |   | **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                                      |   | $                                | 1,245.03  |   | $ | 1,335.44  |   | $ | 1,297.55  |   |
|                                                                          |   |                             |   |   |   |   |   |   |   |   |
| (Loss) from operations                                                        |   |                             |   |   |   |   |   |   |   |   |
| Net investment loss                                                           |   |                             | (31.83) |   |   | (21.54) |   |   | (22.59) |   |
| Net trading loss                                                              |   |                             | (70.64) |   |   | (75.79) |   |   | (74.54) |   |
| Net loss                                                                      |   |                             | (102.47) |   |   | (97.33) |   |   | (97.13) |   |
| Net Asset Value, End of the period                                            |   | $                                | 1,142.56   |   | $ | 1,238.11  |   | $ | 1,200.42  |   |
|                                                                          |   |                             |   |   |   |   |   |   |   |   |
| Total Return(1), (5)                                                          |   |                             | (8.23) | % |   | (7.29) | % |   |       (7.49) | % |
|                                                                          |   |                             |   |   |   |   |   |   |   |   |
| Supplemental Data                                                             |   |                             |   |   |   |   |   |   |   |   |
|                                                                          |   |                             |   |   |   |   |   |   |   |   |
| Ratios to average net asset value                                             |   |                             |   |   |   |   |   |   |   |   |
| Expenses(4)                                                                   |   |                             | 11.99 | % |   | 7.35 | % |   | 8.57   | % |
| Net investment loss(4)                                                        |   |                             | (11.38) | % |   | (6.77) | % |   |       (7.99) | % |

 

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

 

*Total returns are calculated based on the change in value of a unit during the periods presented. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.*

_________________________________________

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

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

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

| (4) | Annualized. |
|-----|-------------|

| (5) | Not annualized. |
|-----|-----------------|

| (6) | Net of 1.34% effect of waiver of incentive allocations during the year ended December 31, 2008. |
|-----|-------------------------------------------------------------------------------------------------|

* * * * *

 

15

----

**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 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 Partner’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 in the Condensed Statements of Financial Condition. Realized gains and losses on closed contracts are recorded on a first-in-first-out basis. Interest income is recognized on an accrual basis. All Commodity Interests and financial instruments are recorded at fair value in the financial statements. Fair value is based on quoted market prices or estimates of fair value.

 

16

----

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Condensed Statements of Income (Loss) 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.

*Results of Operations*

Comparison of the Three Months March 31, 2009 and 2008

For the quarter ended March 31, 2009, the partnership had total net trading losses comprised of $(3,596,985) in net realized losses on closed positions, $1,174,971 in change in net unrealized gains on open positions and interest income of $40,816. For the same quarter in 2008, the Partnership had total net trading profits comprised of $1,726,196 in net realized                gains on closed positions, and $(272,449) in change in net unrealized gains on open positions and interest income of $60,769.

In January 2009, the Partnership was unprofitable. The Partnership generated losses on its positions in New Zealand Dollar, Australian Dollar, European fixed income markets, the Japanese Yen, Asian stock indices and zinc; the Partnership had gains in aluminum, Canadian Dollar, European stock indices and Swiss Franc. The Partnership recorded a net loss of                $1,738,093. In February 2009, trading was unprofitable as the Partnership had losses in European stock indices, Japanese fixed income markets, EUR/JPY, and the New Zealand Dollar; the Partnership had gains in US stock indices, JPY, European fixed income instruments, and the Canadian Dollar. The Partnership recorded a net loss of $1,618,233. In March 2009, trading was slightly unprofitable. The Partnership had losses in the Euro, Canadian and US stock indices, copper and Swiss                Franc; the Partnership had gains in New Zealand Dollar, Australian Dollar, European fixed income instruments, zinc and Asian stock indices. The Partnership recorded a net loss of $178,323.

In 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.

For the quarter ended March 31, 2009, the Partnership had expenses comprised of $725,751 in brokerage commissions (including clearing and exchange fees), $345,859 in management fees, $62,006 in professional fees, and $19,835 in accounting and administrative fees . For the same quarter in 2008, the Partnership had expenses comprised of $156,794 in brokerage                commissions (including clearing and exchange fees), $72,591 in management fees, $26,457 in professional fees, and 30,810 in accounting and administrative fees .  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 loss after General Partner incentive allocation of $(3,534,649) for the quarter compared to net income after General Partner incentive allocation of $999,494 for the same quarter in 2008.

At March 31, 2009, the net asset value of the Partnership was $43,839,031, compared to its net asset value of $37,734,123 at December 31, 2008.

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

*Liquidity and Capital Resources*

In general, 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 of the above reasons or otherwise, the Partnership may be unable to liquidate its position prior to its expiration date, of thereby requiring the Partnership to make or take delivery of                the underlying interests of the Commodity Interests.

 

17

----

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 2009, by market sector:

*Interest Rate.*

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

*Currency.*

The Partnership’s currency exposure is to exchange rate fluctuations, primarily in the following countries: Germany, England, Japan, France, Switzerland, Australia, Canada and United States. 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 March 31, 2009, and it is anticipated that positions in this sector will continue to be evaluated on an ongoing basis.

The Partnership measures its market risk, related to its holdings of Commodity Interests based on changes in interest rates, foreign currency rates, and commodity prices utilizing a sensitivity analysis. The sensitivity analysis estimates the potential change in fair values, cash flows and earnings based on a hypothetical 10% change (increase and decrease) in                interest, currency and commodity prices. The Partnership used March 31, 2009 market rates and prices on its instruments to perform the sensitivity analysis. The sensitivity analysis has been prepared separately for each of the Partnership’s market risk exposures (interest rate, currency rate, and commodity price) instruments.

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

 

18

----

| • | 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 Interests. The Partnership has determined that the impact of a 10% change in market rates and prices on its fair values, cash flows and earnings would not be material. The Partnership has disclosed                                the potential loss to earnings of its commodity price, interest rate and currency exchange rate sensitivity positions as of March 31, 2009. |

 

The potential loss in earnings for each market risk exposure as of March 31, 2009 was:

 

|   | Currency exchange rate risk | $ | 740,777 |   |
|--------|-----------------------------|---|---------|--------|
|   | Commodity price risk        | $ | 262,319 |   |
|   | Interest rate risk          | $ | 584,862 |   |

 

**Item 4T. Controls and Procedures**

The President of the General Partner (who serves as the principal executive officer and financial officer of the Partnership) evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures, which are designed to ensure that the Partnership records, processes, summarizes and reports in a timely and effective                manner the information required to be disclosed in the reports filed with or submitted to the Securities and Exchange Commission. Based upon this evaluation, the General Partner concluded that, as of March 31, 2009 the Partnership’s disclosure controls are effective and ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934 are accumulated and communicated to management of the General Partner (which consists of the                principal of the General Partner) to allow timely decisions regarding required disclosure. During the first quarter of 2009, there were no changes in the Partnership’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially effect, the partnership's internal control over financial reporting.

**PART II. OTHER INFORMATION**

**Item 1. Legal Proceedings.**

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

**Item 1A. Risk Factors**

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

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

There currently is no established public trading market for the Limited Partnership Units. As of March 31, 2009, 37,686.6955 Partnership Units were held by 447 Limited Partners and the General Partner. All of the Limited Partnership Units are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as                amended (the “Securities Act”), and may not be sold unless registered under the Securities Act or sold in accordance with an exemption therefrom, such as Rule 144. The Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units. Pursuant to the Partnership Agreement, the General Partner has the sole discretion to determine                whether distributions (other than on redemption of Limited Partnership Units), if any, will be made to partners. The Partnership has never paid any distributions and does not anticipate paying any distributions to partners in the foreseeable future. From January 1, 2009 through March 31, 2009, a total of 9,217.728 Partnership Units were subscribed for the aggregate subscription amount of $11,052,538. The monthly subscriptions of these Partnership Units are as follows:

 

| **Date of Subscription** | **Amount of****Subscriptions** |
|--------------------------|--------------------------------|
| January 2009             | $                              | 4,252,928 |
| February 2009            | $                              | 2,738,066 |
| March 2009               | $                              | 4,061,544 |

 

 

19

----

 

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 |

 

 

20

----

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: May 15, 2009 |   | By: Ruvane Fund Management Corporation

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

Robert L. Lerner

President, Principal Executive Officer and Principal Financial Officer |

 

 

21