Bridgeton Tactical Advisors Fund 10-Q 2010 Q3 Quarterly report

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 September 30, 2010

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

SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____ TO ____

Commission File No. 000-23529

RFMC TACTICAL ADVISORS FUND, LP

Delaware	22-678474
(a Delaware Partnership)	(I.R.S. Employer Identification No.)

4 Benedek Road

Princeton, New Jersey 08540

(609) 921-0717

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

YES   o NO x

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  o     NO o

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(do not check if a Smaller reporting company)

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

YES o    NO x

RFMC TACTICAL ADVISORS FUND, LP

INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION 

Item 1.	Condensed Financial Statements
	Condensed Statements of Financial Condition
	Condensed Schedules of Investments
	Condensed Statements of Income (Loss)
	Condensed Statements of Changes in Partners’ Capital (Net Asset Value)
	Notes to Condensed Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Controls and Procedures

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Removed and Reserved
Item 5.	Other Information
Item 6.	Exhibits

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

RFMC TACTICAL ADVISORS FUND, LP

CONDENSED STATEMENTS OF FINANCIAL CONDITION

As of September 30, 2010 (Unaudited) and December 31, 2009

_______________

	September 30, 2010		December 31,  2009
ASSETS
EQUITY IN COMMODITY FUTURES TRADING ACCOUNTS:
Due from brokers (including margin deposits of $1,689,709 for 2010 and    $4,650,422 for 2009)
Net unrealized gains on open positions	$	11,365,978	$	6,528,616
		1,134,683		1,954,440
		12,500,661		8,483,056
CASH AND CASH EQUIVALENTS		24,429,610		57,806,331
DUE FROM GENERAL PARTNER		17,753		55,153
PREPAID EXPENSES		163,476		0
INTEREST RECEIVABLE		534		0
TOTAL ASSETS	$	37,112,034	$	66,344,540
LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE) LIABILITIES:
Prepaid subscriptions	$	0	$	100,000
Redemptions payable		1,206,931		460,726
Other accrued expenses		121,358		220,025
Accrued management fees		67,673		173,527
TOTAL LIABILITIES		1,395,962		954,278
CONTINGENCIES (See Note 7)
PARTNERS’ CAPITAL (NET ASSET VALUE) Limited partners – Class A (2,636.9926 and 3,328.8303 fully redeemable units at September 30, 2010      and December 31, 2009, respectively)		19,283,110		26,690,125
Limited partners – Class B (19,319.0041 and 43,015.3837 fully redeemable units at September 30, 2010         and December 31, 2009, respectively)		15,555,229		37,763,154
General partner – Class A (120.0312 and 116.8617 fully redeemable units at September 30, 2010      and December 31, 2009, respectively)		877,733		936,983
TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)		35,716,072		65,390,262
TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)	$	37,112,034	$	66,344,540
NET ASSET VALUE PER UNIT – Class A (based on Partners’ Capital of $20,160,843 and $27,627,108 and 2,757.0238      and 3,445.6920 fully redeemable units outstanding)	$	7,312.54	$	8,017.87
Class B Series 1 – (based on Partners’ Capital of $2,950,729 and $3,339,684 and 3,108.0077      and 3,232.6375 fully redeemable units outstanding)	$	949.40	$	1,033.11
Class B Series 2 – (based on Partners’ Capital of $12,558,422 and $34,346,892 and 16,163.9616      and 39,711.9928 fully redeemable units outstanding)	$	776.94	$	864.90
Class B Series 3 – (based on Partners’ Capital of $46,078 and $76,578 and 47.0348      and 70.7534 fully redeemable units outstanding)	$	979.66	$	1,082.32

See Notes to Condensed Financial Statements.

RFMC TACTICAL ADVISORS FUND, LP

CONDENSED SCHEDULES OF INVESTMENTS

As of September 30, 2010 (Unaudited)

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LONG FUTURES CONTRACTS

	Unrealized Gain (Loss), Net		% of Partners’ Capital*
Commodity Futures Industry Sector
Currencies	$	293,184		0.821	%
Energy		17,721		0.050	%
Grains		112,650		0.315	%
Interest rates		34,056		0.095	%
Metals		479,018		1.342	%
Stock indices		41,129		0.115	%
Tropical products		108,559		0.304	%
Total long futures contracts	$	1,086,317		3.042	%

SHORT FUTURES CONTRACTS

	Unrealized Gain (Loss), Net			% of Partners’ Capital*
Commodity Futures Industry Sector
Currencies	$	(25,318	)		(0.071	)%
Energy		50,276			0.141	%
Grains		26,738			0.075	%
Interest rates		405			0.001	%
Metals		(2,839	)		(0.008	)%
Tropical products		(896	)		(0.003	) %
Total short futures contracts	$	48,366			0.135	%
Total futures contracts	$	1,134,683			3.177	%

________

* No single contract's value exceeds 5% of partners' capital.

See Notes to Condensed Financial Statements.

RFMC TACTICAL ADVISORS FUND, LP

CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)

As of December 31, 2009 (Unaudited)

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LONG FUTURES CONTRACTS

	Unrealized Gain (Loss), Net			% of Partners’ Capital*
Commodity Futures Industry Sector
Currencies	$	35,980			0.055	%
Energy		74,638			0.114	%
Grains		83,277			0.127	%
Interest rates		(18,706	)		(0.028	)%
Livestock		14,180			0.022	%
Metals		(309,693	)		(0.474	)%
Tropical products		367,691			0.562	%
Total long futures contracts	$	247,367			0.378	%

SHORT FUTURES CONTRACTS

	Unrealized Gain (Loss), Net		% of Partners’ Capital*
Commodity Futures Industry Sector
Currencies	$	1,275,519		1.951	%
Interest rates		416,704		0.637	%
Tropical products		14,850		0.023	%
Total short futures contracts	$	1,707,073		2.611	%
Total futures contracts	$	1,954,440		2.989	%

__________

* No single contract’s value exceeds 5% of partners’ capital.

See Notes to Condensed Financial Statements.

RFMC TACTICAL ADVISORS FUND, LP

CONDENSED STATEMENTS OF INCOME (LOSS)

For the Three Months and Nine Months Ended September 30, 2010 and 2009

(Unaudited)

_______________

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
NET INVESTMENT (LOSS)
Income:
Interest income	$	15,937		$	25,558		$	38,267		$	230,628
Expenses:
Brokerage commissions		456,538			946,437			1,824,191			2,974,963
Management fees		231,149			393,898			767,214			1,212,598
Professional fees		24,746			83,649			142,677			187,949
Accounting and administrative		40,264			69,966			145,094			248,121
Other expenses		32,152			35,173			126,145			167,972
Total expenses		784,849			1,529,123			3,005,321			4,791,603
Net investment (loss)		(768,912	)		(1,503,565	)		(2,967,054	)		(4,560,975	)
TRADING PROFITS (LOSSES)
Profits (losses) on trading of commodity futures:
Net realized gains (losses) on closed positions		549,518			(7,695,919	)		(2,204,471	)		(8,260,406	)
Change in net unrealized gains (losses) on open positions		369,943			3,266,159			(819,757	)		963,004
��               Net trading profits (losses)		919,461			(4,429,760	)		(3,024,228	)		(7,297,402	)
NET INCOME (LOSS)	$	150,549		$	(5,933,325	)	$	(5,991,282	)	$	(11,858,377	)
NET INCOME (LOSS) PER UNIT
(based on weighted average number of units outstanding during the period)
Class A	$	41.54		$	(694.03	)	$	(801.13	)	$	(1,307.35	)
Class B – Series 1	$	7.73		$	(85.59	)	$	(85.64	)	$	(165.08	)
Class B – Series 2	$	0.65		$	(80.00	)	$	(117.06	)	$	(161.06	)
Class B – Series 3	$	3.10		$	(96.66	)	$	(128.36	)	$	(185.95	)

See Notes to Condensed Financial Statements.

RFMC TACTICAL ADVISORS FUND, LP

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

For the Nine Months Ended September 30, 2010 and 2009

(Unaudited)

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	CLASS A
	General Partner					Limited Partners						Total
	Units		Amount			Units			Amount			Class A
PARTNERS’ CAPITAL,     JANUARY 1, 2010		116.8617	$	936,983			3,328.8303		$	26,690,125		$	27,627,108
Subscriptions		3.1695		23,632			235.0545			1,735,515			1,759,147
Redemptions		-		-			(926.8922	)		(6,906,719	)		(6,906,719	)
Net (loss)		-		(82,882	)		-			(2,235,811	)		(2,318,693	)
PARTNERS’ CAPITAL, SEPTEMBER 30, 2010		120.0312	$	877,733			2,636.9926		$	19,283,110		$	20,160,843

	CLASS B LIMITED PARTNERS
	Series 1						Series 2						Series 3						Total
	Units			Amount			Units			Amount			Units			Amount			Class B
PARTNERS’ CAPITAL, JANUARY 1, 2010		3,232.6375		$	3,339,684			39,711.9928		$	34,346,892			70.7534		$	76,578		$	37,763,154
Subscriptions		99.5516			95,000			961.4748			777,056			-			-			872,056
Redemptions		(224.1814	)		(215,887	)		(24,509.5060	)		(19,167,956	)		(23.7186	)		(23,549	)		(19,407,392	)
Net (loss)		-			(268,068	)		-			(3,397,570	)		-			(6,951	)		(3,672,589	)
PARTNERS’ CAPITAL, SEPTEMBER 30, 2010		3,108.0077		$	2,950,729			16,163.9616		$	12,558,422			47.0348		$	46,078		$	15,555,229

	CLASS A
	General Partner					Limited Partners						Total
	Units		Amount			Units			Amount			Class A
PARTNERS’ CAPITAL, JANUARY 1, 2009		112.6562	$	1,128,608			3,484.3295		$	34,906,553		$	36,035,161
Subscriptions		3.1937		29,790			351.8991			3,334,629			3,364,419
Redemptions		-		-			(506.3875	)		(4,605,660	)		(4,605,660	)
Net (loss)		-		(148,078	)		-			(4,596,183	)		(4,744,261	)
PARTNERS’ CAPITAL, SEPTEMBER 30, 2009		115.8499	$	1,010,320			3,329.8411		$	29,039,339		$	30,049,659

	CLASS B LIMITED PARTNERS
	Series 1						Series 2						Series 3					Total
	Units			Amount			Units			Amount			Units		Amount			Class B
PARTNERS’ CAPITAL, JANUARY 1, 2009		3,160.4326		$	4,038,256			39,386.8036		$	43,442,833			70.7534	$	96,665		$	47,577,754
Subscriptions		668.9405			796,335			6,831.3074			7,183,079			-		-			7,979,414
Redemptions		(582.5119	)		(660,371	)		(6,711.2752	)		(6,702,139	)		-		-			(7,362,510	)
Net (loss)		-			(535,089	)		-			(6,565,870	)		-		(13,157	)		(7,114,116	)
PARTNERS’ CAPITAL, SEPTEMBER 30, 2009		3,246.8612		$	3,639,131			39,506.8358		$	37,357,903			70.7534	$	83,508		$	41,080,542

See Notes to Condensed Financial Statements.

RFMC TACTICAL ADVISORS FUND, LP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2010 and 2009

(Unaudited)

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1.           BASIS OF PRESENTATION

The interim condensed financial statements of RFMC Tactical Advisors Fund, LP, formerly, RFMC Willowbridge Fund, L.P. (the “Partnership”), included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Rule 8-03 of Regulation S-X.  Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements.  These condensed financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009.  The Partnership follows the sam e accounting policies in the preparation of interim reports as set forth in the annual report.  In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and changes in partners’ capital for the interim periods presented and are not necessarily indicative of a full year’s results.

2.           PARTNERSHIP ORGANIZATION

The Partnership, a Delaware limited partnership, was organized on January 24, 1986.  Prior to March 1, 2010, Willowbridge Associates, Inc (“Willowbridge”) served as the Partnership’s sole trading advisor.  Effective March 1, 2010, the Partnership added Quantitative Investment Management, LLC (“QIM”) as an additional trading advisor (Willowbridge and QIM, collectively the “Trading Advisors”).  In order to reflect this additional diversification in Trading Advisors, the Partnership’s name was changed from RFMC Willowbridge Fund, L.P. to RFMC Tactical Advisors Fund, LP on March 10, 2010. The Partnership may engage in the speculative trading of commodity futures contracts, options on commodity futures contracts, and forward contracts.

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

In accordance with the amendment to Section 5 of the Agreement, effective January 16, 2003, the Partnership offers separate classes of limited partnership interests, whereby interests which were issued prior to January 16, 2003 by the Partnership are designated as Class A interests.  The Partnership also offers Class B limited partnership interests through a private offering pursuant to Regulation D as adopted under section 4(2) of the Securities Act of 1933, as amended.  The Partnership will offer the Class B interests up to an aggregate of $100,000,000; provided that the General Partner may increase the amount of interests that will be offered in increments of $10,000,000 after notice to the limited partners.  Commissions for the Class B interests will differ from those of the Class A interests, but in all other respects the Class A interests and the Class B interests will be identical.  The Class A interests and Class B interests will also be traded pursuant to the same trading programs.

The Partnership shall end upon withdrawal, insolvency or dissolution of the General Partner or a decline of greater than fifty percent of the net assets of the Partnership as defined in the Agreement, or the occurrence of any event which shall make it unlawful for the existence of the Partnership to be continued.

3.           SIGNIFICANT ACCOUNTING POLICIES

A.            Method of Reporting

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

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), referred to as ASC or the Codification, is the single source of U.S. GAAP for interim and annual periods ending after September 15, 2009.

The Partnership has elected not to provide a statement of cash flows as permitted under ASC Topic 230, Statement of Cash Flows.

B.            Cash and Cash Equivalents

The Partnership has defined cash and cash equivalents as cash and short-term, highly liquid investments with maturities of three months or less when acquired.  Money market mutual funds, which are included in cash equivalents, are classified as Level 1 fair value estimates (unadjusted quoted prices in active markets for identical assets) under the fair value hierarchy provisions as described in ASC Topic 820, Fair Value Measurements and Disclosures.  At September 30, 2010 and December 31, 2009, the Partnership had investments in money market mutual funds of $23,881,347 and $55,446,370, respectively.  Interest received on cash deposits and dividends received from money market mutual funds are included as interest income and recognized on an accrual b asis.

C.            Due from Brokers

Due from brokers represents deposits required to meet margin requirements and excess funds not required for margin.  Due from brokers at September 30, 2010 and December 31, 2009 consisted of cash on deposit with the brokers of $11,365,978 and $6,528,616, respectively.  The Partnership is subject to credit risk to the extent any broker with whom the Partnership conducts business is unable to deliver cash balances or securities, or clear securities transactions on the Partnership’s behalf.  The General Partner monitors the financial condition of the brokers with which the Partnership conducts business and believes that the likelihood of loss under the aforementioned circumstances is remote.

D.            Investments in Commodity Futures Contracts

Investments in commodity futures contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period, based on quoted market prices.  Accordingly, such contracts are classified as Level 1 fair value estimates under the fair value hierarchy as described within ASC Topic 820, Fair Value Measurements and Disclosures.  Gains or losses are realized when contracts are liquidated, on a first-in-first-out basis.  Realized gains are netted with realized losses for financial reporting purposes and shown under the caption “Net realized gains (losses) on closed positions” in the Condensed Statements of Income (Loss).

As each broker has the right of offset, the Partnership presents the aggregate net unrealized gains with such brokers as “Net unrealized gains on open positions” and the aggregate net unrealized losses with such brokers as “Net unrealized losses on open positions” in the Condensed Statements of Financial Condition.  The net unrealized gains on open positions with one broker are not offset against net unrealized losses on open positions from another broker in the Condensed Statements of Financial Condition.  The unrealized gains or losses on open contracts is the difference between contract trade price and quoted market price.

Any change in net unrealized gain or loss from the preceding period is reported in the Condensed Statements of Income (Loss) under the caption “Change in net unrealized gains (losses) on open positions”.  Interest income is recognized on an accrual basis.

E.            Brokerage Commissions

The Class A limited partners pay to the General Partner a flat brokerage commission of 4.0% annually of the net asset value of the Class A limited partners’ capital as of the beginning of each month.  Class B limited partners pay to the General Partner a flat brokerage commission equal to the following percentages of each Series’ applicable net asset value:  Series 1 – 3%, Series 2 – 6%, and Series 3 – 5%.  From these amounts, the General Partner paid (1) actual trading commissions incurred by the Partnership of $56,813 and $276,881 for the three and nine months ended September 30, 2010, respectively, and $166,630 and $423,281 for the three and nine months ended September 30, 2009, respectively, and (2) 3.0% to properly registered selling agents as their ongoing compensation for servicing Class B limited partners (and to the extent the amount is less than 3%, the brokerage commissions with respect to such Class B limited partnership interests will be reduced accordingly).

Brokerage commissions charged to each Class or Series of class were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Class A	$	201,086	$	325,847	$	654,885	$	1,014,615
Class B – Series 1		22,031		28,529		67,874		86,982
Class B – Series 2		232,848		590,966		1,099,359		1,870,006
Class B – Series 3		573		1,095		2,073		3,360
Total	$	456,538	$	946,437	$	1,824,191	$	2,974,963

As of September 30, 2010 and December 31, 2009, $17,753 and $55,153, respectively, were due from the General Partner for reimbursement of brokerage commissions advanced by the Partnership.

F.            Allocation of Income (Loss)

Net realized and unrealized trading profits and losses, interest income and other operating income and expenses, except Class or Series specific brokerage commission charges, are allocated to the partners monthly in proportion to their capital account balances, as defined in the Agreement.  Class and/or Series specific commission charges are allocated monthly to the partners of the respective Class and/or Series in proportion to their respective capital account balances within the Class and/or Series.

G.            Incentive Fees

Pursuant to the Trading Advisory Agreements with Willowbridge (“Willowbridge Agreement”) and QIM (“QIM Agreement”), the Trading Advisors are entitled to a quarterly incentive fee based on the Cumulative Profits or the New Net Profit, as defined in the applicable agreements, of the Partnership’s trading assets allocated to the respective Trading Advisor.

Willowbridge is entitled to a quarterly incentive fee of 25% of any New Profits, as defined in the Willowbridge Agreement.  The term “New Profits” for the purpose of calculating Willowbridge’s incentive fee only, is defined as the excess (if any) of (A) the net asset value of the Partnership’s trading assets allocated to Willowbridge as of the last day of any calendar quarter (before deduction of incentive fees paid or accrued for such quarter), over (B) the net asset value of the Partnership’s trading assets allocated to Willowbridge as of the last day of the most recent quarter for which an incentive fee was paid or payable (after deduction of such incentive fee).  In computing New Profits, the difference between (A) and (B) above shall be (i) increased by the amount of any distribut ions or redemptions paid or accrued by the Partnership as of or subsequent to the date in (B) through the date in (A), (ii) adjusted (either decreased or increased, as the case may be) to reflect the amount of any additional allocations or negative reallocations of Partnership assets from the date in (B) to the last day of the quarter as of which the current incentive fee calculation is made, and (iii) increased by the amount of any losses attributable to redemptions.

QIM is entitled to a quarterly incentive fee of 30% of any New Net Profits (as defined in the QIM Agreement) in the Partnership’s account as of each calendar quarter end.  “New Net Profit”, for the purpose of calculating QIM’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to QIM.  The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions).  In the event of any subsequent losses, the quarterly incentive fees would not be charged until there are Net New Profits to offset such losses.

There were no incentive fees earned for the three and nine months ended September 30, 2010 or 2009.

H.            Management Fees

The General Partner is paid an annual management fee equal to 1% of the net assets of the Partnership (as defined in the Agreement) as of the last day of the previous fiscal year.  Such annual fee is paid in advance at the beginning of the respective year and is amortized by the Partnership on a straight-line basis over twelve months.  The total management fee paid to the General Partner in 2010 and 2009 was $653,903 and $836,130, respectively.  For the three months and nine months ended September 30, 2010, the Partnership recorded management fee expense earned by the General Partner of $163,476 and $490,427 respectively, and for the three months and nine months ended September 30, 2009, the Partnership recorded management fee expense earned by the General Partner $209,033 and $627,097, respectively.  ; As of September 30, 2010 and December 31, 2009, the unamortized prepaid management fees were $163,476 and $0, respectively.

In addition to the management fee paid to the General Partner, the Partnership pays to Willowbridge a quarterly trading advisor management fee of 0.25% (1% per year) of the net asset value of the Partnership’s trading asset allocated to Willowbridge.  These fees amounted to $67,673 and $276,787 for the three months and nine months ended September 30, 2010, respectively, and $184,866 and $585,501 for the three months and nine months ended September 30, 2009, respectively.  As of September 30, 2010 and December 31, 2009, $67,673 and $173,527, respectively, were due to Willowbridge.  QIM is not paid a trading advisor management fee.

I.             Administrative Expenses

    Administrative expenses include professional fees, bookkeeping costs and other charges such as registration fees, printing costs and bank fees.

J.            Income Taxes

No provision for income taxes has been provided in the accompanying financial statements as each partner is individually liable for taxes, if any, on his or her share of the Partnership’s profits.

The Partnership accounts for uncertainties in income tax positions taken or expected to be taken according to provisions within ASC Topics 740, Income Taxes and 835, Interest.  The Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense.

The Partnership files U.S. federal and state tax returns.  The 2006 through 2009 tax years generally remain subject to examination by U.S. federal and most state authorities.

K.           Subscriptions

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

The General Partner charges a 1% initial administrative fee on all limited partner unit subscriptions.  The General Partner may waive this charge for limited partners who are its affiliates or for other limited partners in its sole discretion.  Subscription proceeds to the Partnership are recorded net of these charges.  For the three and nine months ended September 30, 2010, no initial administrative fees were paid to the General Partner.  For the three and nine months ended September 30, 2009, the General Partner received initial administrative fees of $2,003 and $3,743, respectively.

L.           Redemptions

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

M.          Foreign Currency Transactions

The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar.  Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the 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.  Realized gains (losses) resulting from the translation to U.S. dollars totaled $(6,522) and $(4,932) for the three months and nine months ended September 30, 2010, respectively, and $1,202 and $(29,072) for the three months and nine months ended September 30, 2009, respectively, and are reported as a component of “Net re alized gains (losses) on closed positions” in the Condensed Statements of Income (Loss).

N.           New Accounting Pronouncements

On January 21, 2010, the Financial Accounting Standards Board issued Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”).  ASU 2010-06 amends ASC Topic 820, Fair Value Measurements and Disclosures, to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements.  It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value.  The application of ASU 2010-06 is required for fiscal years and interim periods beginn ing after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements, which are required for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.  The adoption of ASU 2010-06 did not have a material impact on the Partnership’s financial statements.

O.           Indemnifications

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

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).

The fair value hierarchy, as more fully described in ASC Topic 820, Fair Value Measurements and Disclosures, prioritizes and ranks the level of market price observability used in measuring investments at fair value.  Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment.  Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date.  The type of investments included in Level 1 are publicly traded investments.  As required by ASC Topic 820, Fair Value Measurements and Disclosures, the Partnership does not adjust the quoted price for these investments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.

Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.  Investments which are generally included in this category are investments valued using market data.

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

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

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

			As of September 30, 2010
	Total		Level 1		Level 2		Level 3
Futures contracts	$	1,134,683	$	1,134,683		N/A		N/A
Money market mutual funds		23,881,347		23,881,347		N/A		N/A
Total Fair Value	$	25,016,030	$	25,016,030

			As of December 31, 2009
	Total		Level 1		Level 2		Level 3
Futures contracts	$	1,954,440	$	1,954,440		N/A		N/A
Money market mutual funds		55,446,370		55,446,370		N/A		N/A
Total Fair Value	$	57,400,810	$	57,400,810

5.                 DERIVATIVE INSTRUMENTS

The Partnership engages in the speculative trading of futures contracts in currencies, interest rates and a wide range of commodities, including energy and metals (collectively “derivatives”) for the purpose of achieving capital appreciation.  Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments as defined in ASC Topic 815, Derivatives and Hedging.

Under provisions of ASC Topic 815, Derivatives and Hedging, entities are required to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial condition.  Investments in futures contracts are reported in the Condensed Statements of Financial Condition as “Net unrealized gains on open positions.”

The fair value of the Partnership's derivative contracts is presented below on a gross basis as an asset if in a gain position and a liability if in a loss position.

	As of September 30, 2010
	Assets		Liabilities			Net
Currencies	$	296,791	$	(28,925	)	$	267,866
Energy		67,997		0			67,997
Grains		157,306		(17,918	)		139,388
Interest rates		78,638		(44,177	)		34,461
Metals		479,018		(2,839	)		476,179
Stock indices		48,126		(6,997	)		41,129
Tropical products		133,861		(26,198	)		107,663
Totals	$	1,261,737	$	(127,054	)	$	1,134,683

	As of December 31, 2009
	Assets		Liabilities			Net
Currencies	$	1,331,189	$	(19,690	)	$	1,311,499
Energy		90,611		(15,973	)		74,638
Grains		94,014		(10,737	)		83,277
Interest rates		422,652		(24,654	)		397,998
Livestock		14,180		0			14,180
Metals		180,087		(489,780	)		(309,693	)
Tropical products		404,711		(22,170	)		382,541
Totals	$	2,537,444	$	(583,004	)	$	1,954,440

Realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Partnership’s trading profits and losses in the Condensed Statements of Income (Loss).

The Partnership’s trading results and information related to the volume of the Partnership’s derivative activity by market sector were as follows:

	For the three months ended September 30, 2010
	Net Realized Gains (Losses)			Change in Net Unrealized Gains (Losses)			Net Trading Profits (Losses)			Number of Round Turn Contracts
Currencies	$	491,379		$	136,812		$	628,191			2,142
Energy		(1,294,983	)		86,047			(1,208,936	)		1,496
Grains		476,007			201,395			677,402			1,630
Interest rates		1,071,689			(450,116	)		621,573			5,244
Livestock		10,050			0			10,050			112
Metals		(239,784	)		455,129			215,345			664
Stock indices		(151,303	)		89,896			(61,407	)		894
Tropical products		186,463			(149,220	)		37,243			704
Total	$	549,518		$	369,943		$	919,461			12,886

	For the nine months ended September 30, 2010
	Net Realized Gains(Losses)			Change in Net Unrealized Gains(Losses)			Net Trading Profits (Losses)			Number of Round Turn Contracts
Currencies	$	2,164,946		$	(1,043,633	)	$	1,121,313			12,370
Energy		(4,437,890	)		(6,641	)		(4,444,531	)		7,548
Grains		(215,861	)		56,111			(159,750	)		11,438
Interest rates		1,875,717			(363,537	)		1,512,180			23,374
Livestock		(28,620	)		(14,180	)		(42,800	)		726
Metals		(1,806,023	)		785,872			(1,020,151	)		3,860
Stock Indices		(575,505	)		41,129			(534,376	)		4,348
Tropical products		818,765			(274,878	)		543,887			3,284
Total	$	(2,204,471	)	$	(819,757	)	$	(3,024,228	)		66,948

		For the three months ended September 30, 2009
		Net Realized Gains (Losses)			Change in Net Unrealized Gains (Losses)			Net Trading Profits (Losses)			Number of Round Turn Contracts
Currencies		$	(3,478,803	)	$	1,838,714		$	(1,640,089	)		7,762
Energy			(3,915,160	)		186,007			(3,729,153	)		4,970
Grains	��		94,999			108,069			203,068			4,918
Interest rates			(809,550	)		763,155			(46,395	)		10,644
Livestock			26,770			(96,330	)		(69,560	)		526
Metals			409,550			413,248			822,798			1,912
Tropical products			(23,725	)		53,296			29,571			1,456
Total		$	(7,695,919	)	$	3,266,159		$	(4,429,760	)		32,188

	For the nine months ended September 30, 2009
	Net Realized Gains (Losses)			Change in Net Unrealized Gains (Losses)			Net Trading Profits (Losses)			Number of Round Turn Contracts
Currencies	$	(2,391,815	)	$	1,428,578		$	(963,237	)		16,574
Energy		(2,617,958	)		(579,181	)		(3,197,139	)		9,776
Grains		659,394			105,398			764,792			16,606
Interest rates		(3,512,571	)		(654,823	)		(4,167,394	)		28,196
Livestock		(129,500	)		(21,890	)		(151,390	)		1,056
Metals		659,624			474,758			1,134,382			5,716
Tropical products		(927,580	)		210,164			(717,416	)		5,434
Total	$	(8,260,406	)	$	963,004		$	(7,297,402	)		83,358

A.           Market Risk

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

B.            Fair Value

The derivative instruments used in the Partnership’s trading activities are reported at fair value with the resulting unrealized gains (losses) recorded in the Condensed Statements of Financial Condition and the related trading profits (losses) reflected in “Trading Profits (Losses)” in the Condensed Statements of Income (Loss).  Open contracts generally mature within 90 days; as of September 30, 2010 and December 31, 2009, the latest maturity dates for open contracts are December 2011 and September 2010, respectively.

C.            Credit Risk

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

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

D.            Risk Monitoring

Due to the speculative nature of the Partnership’s derivatives trading, the Partnership is subject to the risk of substantial losses from derivatives trading.  The General Partner actively assesses, manages, and monitors risk exposure on derivatives on a contract basis, a market sector basis, and on an overall basis in accordance with established risk parameters.

6.           FINANCIAL HIGHLIGHTS

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

	Three Months Ended September 30, 2010
	Class A			Class B Series 1			Class B Series 2			Class B Series 3
Per Unit Operating Performance (for a Unit outstanding for the entire period)
Net Asset Value, Beginning of the period	$	7,271.14		$	941.67		$	776.41		$	976.55
Profit/(loss) from operations
Net investment (loss)		(131.53	)		(14.68	)		(17.88	)		(20.09	)
Net trading profit		172.93			22.41			18.41			23.20
Net profit		41.40			7.73			0.53			3.11
Net Asset Value, End of the period	$	7,312.54		$	949.40		$	776.94		$	979.66
Total Return(1) (3)		0.57	%		0.81	%		0.07	%		0.32	%
Supplemental Data
Ratios to average net asset value     Expenses(2)		7.38	%		6.38	%		9.37	%		8.38	%
Net investment (loss) (2)		(7.22	)%		(6.21	)%		(9.20	)%		(8.21	)%

	Nine Months Ended September 30, 2010
	Class A			Class B Series 1			Class B Series 2			Class B Series 3
Per Unit Operating Performance (for a Unit outstanding for the entire period)
Net Asset Value, Beginning of the period	$	8,017.87		$	1,033.11		$	864.90		$	1,082.32
Profit/(loss) from operations
Net investment (loss)		(396.39	)		(43.95	)		(54.68	)		(61.15	)
Net trading (loss)		(308.94	)		(39.76	)		(33.28	)		(41.51	)
Net (loss)		(705.33	)		(83.71	)		(87.96	)		(102.66	)
Net Asset Value, End of the period	$	7,312.54		$	949.40		$	776.94		$	979.66
Total Return(1) (3)		(8.80	)%		(8.10	)%		(10.17	)%		(9.49	)%
Supplemental Data
Ratios to average net asset value       Expenses (2)		7.19	%		6.19	%		9.17	%		8.19	%
Net investment (loss) (2)		(7.08	)%		(6.08	)%		(9.07	)%		(8.09	)%

	Three Months Ended September 30, 2009
Per Unit Operating Performance (for a Unit outstanding for the entire period)	Class A			Class B Series 1			Class B Series 2			Class B Series 3
Net Asset Value, Beginning of the period	$	9,410.99		$	1,206.40		$	1,025.68		$	1,276.93
Profit (loss) from operations
Net investment (loss)		(158.36	)		(17.39	)		(22.20	)		(24.57	)
Net trading (loss)		(531.69	)		(68.19	)		(57.87	)		(72.09	)
Net (loss)		(690.05	)		(85.58	)		(80.07	)		(96.66	)
Net Asset Value, End of the period	$	8,720.94		$	1,120.82		$	945.61		$	1,180.27
Total Return(1) (3)		(7.33	)%		(7.09	)%		(7.81	)%		(7.57	)%
Supplemental Data
Ratios to average net asset value     Expenses (2)		7.31	%		6.07	%		9.07	%		8.07	%
Net investment (loss) (2)		(7.17	)%		(5.94	)%		(8.94	)%		(7.94	)%

	Nine Months Ended September 30, 2009
Per Unit Operating Performance (for a Unit outstanding for the entire period)	Class A			Class B Series 1			Class B Series 2			Class B Series 3
Net Asset Value, Beginning of the period	$	10,018.16		$	1,277.75		$	1,102.98		$	1,366.22
Profit/(loss) from operations
Net investment (loss)		(465.88	)		(50.79	)		(66.25	)		(72.81	)
Net trading (loss)		(831.34	)		(106.14	)		(91.12	)		(113.14	)
Net (loss)		(1,297.22	)		(156.93	)		(157.37	)		(185.95	)
Net Asset Value, End of the period	$	8,720.94		$	1,120.82		$	945.61		$	1,180.27
Total Return(1) (3)		(12.95	)%		(12.28	)%		(14.27	)%		(13.61	)%
Supplemental Data
Ratios to average net asset value     Expenses (2)		7.21	%		6.23	%		9.30	%		8.11	%
Net investment (loss) (2)		(6.81	)%		(5.83	)%		(8.90	)%		(7.72	)%

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

___________

(1) Total return is derived as ending net asset value less beginning net asset value divided by beginning net asset value, and excludes the effect of sales commissions and initial administrative charges on subscriptions.

(2) Annualized.

(3) Not annualized.

7.CONTINGENCIES

The General Partner and its principal are parties to an arbitration proceeding being conducted before the National Futures Association between the General Partner and its principal, on the one hand, and Aspen Partners, Ltd. (“Aspen”), on the other hand (Arbitration No.: 09-ARB-181), relating to an agreement pursuant to which Aspen marketed the Partnership’s interests.  The General Partner is not aware of any other pending legal proceedings to which either the General Partner or the Partnership is a party or to which any of their assets are subject. The initial arbitration hearing was held on October 25, 2010, to arbitrate Aspen’s claims that it had not been accurately paid after termination of the agreement for accounts that Aspen may have introduced to the Partnership prior to such termination.  No claims were made that the General Partner or its principal mismanaged or in any way acted improperly with respect to the Partn ership.   The claims involve complex issues relating to liability, damages and other matters that are subject to substantial uncertainty and, therefore, the probability of loss, if any, and an estimation of damages are difficult to ascertain.  Consequently, the General Partner believes that it cannot reasonably estimate the possible exposure or loss to itself and/or the Partnership (directly or indirectly, including as a possible result of the application of the indemnity provisions set forth in the Partnership’s Limited Partnership Agreement).  The General Partner believes that it has substantial and meritorious defenses in the proceeding; however, because such matters are unpredictable and excessive awards do occur, any future award or settlement could have a material adverse effect on the General Partner’s and/or the Partnership’s operations, and there can be no assurance that any such award or settlement would not have a material adverse effect on the General Partner and/or the Partnership.  The actual award will not be known until the arbitration panel issues it and there is no certainty as to what that actual award might be. A decision is expected on or about December 22, 2010. Unlike litigation in a courtroom setting, a party in an arbitration proceeding has extremely limited rights of appeal so any determination by the arbitration panel will most likely be final.

* * * * *

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

RFMC Tactical Advisors Fund, L P  (the “Partnership”) engages in the speculative trading of commodity futures contracts, options on commodity futures contracts and forward contracts (“Commodity Interests”). The objective of the Partnership is the appreciation of its assets through speculative trading. Ruvane Fund Management Corporation is the General Partner of the Partnership (the “General Partner”).  The General Partner has selected Willowbridge Associates Inc. (“Willowbridge”) and Quantitative Investment Management LLC (“QIM”, and collectively with Willowbridge, the “Advisors”) as the Partnership’s trading advisors.

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

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

Since the Partnership’s inception in April 1991 through March 1, 2010, the General Partner allocated the Partnership’s capital entirely to Willowbridge’s Primary Program. On March 1, 2010, the General Partner made an allocation of $20 million (approximately 35% of the net assets of the Partnership as of March 1, 2010) to QIM’s Global Program. The General Partner believes QIM’s Global Program has the potential to deliver important diversification benefits when combined with Willowbridge’s Primary Program. Willowbridge’s Primary Program utilizes trading strategies that focus on capturing directional price movements over medium to longer term time horizons. QIM’s Global Program utilizes multiple trading strategies over various time horizons, particularly shorter timeframes. It is currently c ontemplated that the General Partner will make no further allocation to QIM’s Global Program at least until late 2010 and therefore that Partnership capital invested after March 1, 2010 will be allocated so that the percentage of capital under management of each of Willowbridge’s Primary Program and QIM’s Global Program likely will be different from what it was on March 1, 2010. The General Partner believes that the combination of several investment strategies and global market exposure reduces the Partnership’s dependence on the success of any single strategy while positioning the Partnership to participate in economic trends in different markets. Nonetheless, in many cases the markets traded by the individual trading strategies overlap and the positions held by the Partnership at any particular point in time may result in different concentrations in any group of markets, which may reduce the diversification of the Partnership’s investments.

The General Partner seeks to limit market and credit risks by monitoring daily income and margin levels. The General Partner also relies upon the risk management strategies inherent in the Advisors’ trading programs. In the future, the General Partner may utilize additional strategies or appoint additional advisors to trade on behalf of the Partnership.

Class A Interests paid to the General Partner a flat-rate monthly brokerage commission of approximately 0.29% of the net asset value of the Class A Interests as of the beginning of each month (a 3.5% annual rate) for the period, January 1, 2001 to July 31, 2002. Beginning August 1, 2002, the Class A Interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.33% of the net asset value of the Class A Interests as of the beginning of each month (a 4.0% annual rate).

Class B Interests pay to the General Partner commissions of up to 6.0% annually of the net asset value of the Class B partners’ capital. The General Partner will pay up to 3.0% from this amount to properly registered selling agents as their compensation, and to the extent the amount is less than 3.0% the brokerage fee with respect to such Class B limited partnership interests will be reduced accordingly. The General Partner pays from this amount all commission charges and fees with respect to the Partnership’s trading in Commodity Interests. The flat-rate monthly commission is common among programs such as the Partnership.

Summary of Critical Accounting Policies

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

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

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

Results of Operations

Comparison of the Three Months Ended September 30, 2010 and 2009

For the quarter ended September 30, 2010, the Partnership had total profits comprised of net trading profits representing $549,518 in realized gains on closed positions, and $369,943 in change in net unrealized gains (losses) on open positions, and $15,937 in interest income. For the same quarter in 2009 the Partnership had total losses comprised of net trading losses representing $(7,695,919) in realized losses on closed positions, and $3,266,159 in change in net unrealized gains (losses) on open positions, and $25,558 in interest income.

In July 2010, the Partnership had a net gain of $19,760.  The Partnership’s positions in wheat, foreign currencies and sugar produced gains.  The Partnership’s positions in silver and the energy complex produced losses.  In August 2010, the Partnership had a net gain of $207,721.   The Partnership’s positions in global fixed income markets, natural gas and the Japanese Yen were profitable.  The Partnership’s positions in gasoline, heating oil, coffee and silver produced losses.  In September 2010, the Partnership recorded a net loss of $(76,932).  The Partnership’s positions in the energy complex and European fixed income markets produced losses.  The Partnership’s positions in silver, the Australian Dollar, gold and copper produced gains.

In July 2009, the Partnership was unprofitable. The Partnership had losses in the Swiss Franc, crude oil, the Euro, soybeans and US fixed income markets; the Partnership had gains in copper, the Canadian Dollar and natural gas. The Partnership recorded a net loss of $(2,324,371). In August 2009, the Partnership was unprofitable. The Partnership had losses in the energy complex, the Euro, cocoa and the Swiss Franc; the Partnership had gains in sugar, copper and UK fixed income markets. The Partnership recorded a net loss of $(2,598,371). In September 2009, the Partnership was unprofitable. The Partnership had losses in copper, the energy complex and sugar; the Partnership had gains in the Japanese Yen, silver, the Australian Dollar, the Swiss Franc and wheat. The Partnership recorded a net loss of $(1,010,583).

For the quarter ended September 30, 2010, the Partnership had expenses comprised of $456,538 in brokerage commissions (including clearing and exchange fees), $0 in incentive fees, $231,149 in management fees, $24,746 in professional fees, $40,264 in accounting and administrative fees and $32,152 in other expenses. For the same quarter in 2009, the Partnership had expenses comprised of $946,437 in brokerage commissions (including clearing and exchange fees), $0 in incentive fees, $393,898 in management fees, $83,649 in professional fees, $69,966 in accounting and administrative fees and $35,173 in other expenses. Incentive fees are generated by quarterly profits. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital additions and redemptio ns. Administrative expenses consists primary of professional fees and other expenses relating to the Partnership’s reporting requirements under Securities Exchange Act of 1934, as amended.

As a result of the activity discussed above, the Partnership recorded a net gain of $150,549 for the quarter ended September 30, 2010 compared to a net loss of $(5,933,325) for the same quarter in 2009.

At September 30, 2010, the net asset value of the Partnership was $35,716,072 compared to its net asset value of $65,390,262 at December 31, 2009.

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

Comparison of the Nine Months Ended September 30, 2010 and 2009

For the nine months ended September 30, 2010, the Partnership had total losses comprised of net trading losses representing $(2,204,471) in realized losses on closed positions, and $(819,757) in change in net unrealized gains (losses) on open positions, and $38,267 in interest income. For the same period in 2009 the Partnership had total losses comprised of net trading losses representing $(8,260,406) in realized losses on closed positions, and $963,004 in change in net unrealized gains (losses) on open positions, and $230,628 in interest income.

In January 2010, the Partnership had a loss. The Partnership had losses on its positions in the Japanese Yen, US fixed income markets, the energy sector and copper; the Partnership generated profits in the Euro, sugar and soybeans. The Partnership recorded a net loss of $(2,707,389). In February 2010, trading was unprofitable as the Partnership had losses in the energy sector, the Australian Dollar, gold and sugar; the Partnership had gains in EUR/JPY, the British Pound, and the Euro.  The Partnership recorded a net loss of $(1,694,610). In March 2010, trading was not profitable. The Partnership had losses in silver, EUR/JPY, the Swiss Franc, and US fixed income markets; the Partnership had gains in natural gas, sugar, wheat and corn. The Partnership recorded a net loss of $(925,727). In April 2010, the Partnership had a net loss of $(730,662). The Partnership’s positions in natural gas, EUR/JPY, copper and crude oil produced losses.  The Partnership’s positions in heating oil, gold, Euro Bund and sugar generated gains.   In May 2010, the Partnership had a net gain of $233,522.   The Partnership’s positions in EUR/USD, EUR/JPY Swiss Franc and US and UK fixed income markets were profitable.  The Partnership’s positions in silver, natural gas, Japanese Yen and heating oil produced losses.  In June 2010, the Partnership recorded a net loss of $(316,965).  The Partnership’s positions in copper, Canadian Dollar and natural gas produced losses.  The Partnership’s positions in coffee, global fixed income markets and silver produced gains.  In July 2010, the Partnership had a net gain of $19,760.  The Partnership’s positions in wheat, foreign currencies and sugar produced gains.  The Partners hip’s positions in silver and the energy complex produced losses.    In August 2010, the Partnership had a net gain of $207,721. The Partnership’s positions in global fixed income markets, natural gas and the Japanese Yen were profitable.  The Partnership’s positions in gasoline, heating oil, coffee and silver produced losses.    In September 2010, the Partnership had a loss of $(76,932). The Partnership’s positions in the energy complex and European fixed income markets produced losses.  The Partnership’s positions in silver, the Australian Dollar, gold and copper produced gains.

In January 2009, the Partnership had a loss. The Partnership produced losses on its positions in Japanese Yen, US, Japanese and European fixed income markets and copper; the Partnership generated profits in the Euro, natural gas and silver. The Partnership recorded a net loss of $(2,149,279). In February 2009, trading was unprofitable as the Partnership had losses in gasoline, the Euro, copper, crude oil and the Australian Dollar; the Partnership had gains the Japanese Yen, silver, coffee, gold and natural gas. The Partnership recorded a net loss of $(2,665,073). In March 2009, trading was not profitable. The Partnership had losses in US fixed income markets, Swiss Franc, British Pound, gold, crude oil, the Euro and the soybean complex; the Partnership had gains in EUR/JPY, copper and the Australian Dollar. The Partnership recorded a n et loss of $(5,673,836). In April 2009, the Partnership was unprofitable. The Partnership had losses in the Swiss Franc, the Euro and the Japanese Yen, silver, UK and European fixed income markets and corn; there were gains in copper, the Australian Dollar, natural gas, soybeans and Japanese fixed income markets. The Partnership recorded a net loss of $(3,070,421). In May 2009, the Partnership was very profitable. The Partnership had gains in RBOB gasoline, crude oil, silver, the British Pound, the Canadian Dollar, the Australian Dollar and soybeans; there were losses in natural gas, cocoa and European fixed income markets. The Partnership recorded net income of $11,124,045. In June 2009, the Partnership was unprofitable. The Partnership had losses in silver, the Swiss Franc, the Canadian Dollar, coffee and soybeans; there were gains in corn, Japanese fixed income markets and crude oil. The Partnership recorded a net loss of $(3,490,488).  In July 2009, the Partnership was unprofitable. The Partner ship had losses in the Swiss Franc, crude oil, the Euro, soybeans and US fixed income markets; the Partnership had gains in copper, the Canadian Dollar and natural gas. The Partnership recorded a net loss of $(2,324,371). In August 2009, the Partnership was unprofitable. The Partnership had losses in the energy complex, the Euro, cocoa and the Swiss Franc; the Partnership had gains in sugar, copper and UK fixed income markets. The Partnership recorded a net loss of $(2,598,371). In September 2009, the Partnership was unprofitable. The Partnership had losses in copper, the energy complex and sugar; the Partnership had gains in the Japanese Yen, silver, the Australian Dollar, the Swiss Franc and wheat. The Partnership recorded a net loss of $(1,010,583).

For the nine months ended September 30, 2010, the Partnership had expenses comprised of $1,824,191 in brokerage commissions (including clearing and exchange fees), $0 in incentive fees, $767,214 in management fees, $142,677 in professional fees, $145,094 in accounting and administrative fees and $126,145 in other expenses. For the same nine month period in 2009, the Partnership had expenses comprised of $2,974,963 in brokerage commissions (including clearing and exchange fees), $0 in incentive fees, $1,212,598 in management fees, $187,949 in professional fees, $248,121 in accounting and administrative fees and $167,972 in other expenses.  Incentive fees are generated by quarterly profits. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income , and capital additions and redemptions. Administrative expenses consists primary of professional fees and other expenses relating to the Partnership’s reporting requirements under the Securities Exchange Act of 1934, as amended.

As a result of the above, the Partnership recorded a net loss of $(5,991,282) for the nine months ended September 30, 2010, as compared to a net loss of $(11,858,377) for the same period in 2009.

Liquidity and Capital Resources

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Partnership is a commodity pool engaged in the speculative trading of commodity futures contracts (including agricultural and non-agricultural commodities, currencies and financial instruments), options on commodity futures contracts, and forward contracts. The risk of market sensitive instruments is integral to the Partnership’s primary business activities. The futures interests traded by the Partnership involve varying degrees of related market risk. Such market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and/or market values of financial instruments and commodities. Fluctuations in related market risk based upon the aforementioned factors result in frequent changes in the fair value of the Partnership’s open positions, and, consequently, in its earnings and cash flow. The Partnership accounts for open positions on a timely basis of mark-to-market accounting principles. As such, any gain or loss in the fair value of the Partnership’s open positions is directly reflected in the Partnership’s earnings, whether realized or unrealized. The Partnership’s total market risk is influenced by a wide variety of factors including the diversification effects among the Partnership’s existing open positions, the volatility present within the markets and the liquidity of the markets. At varying times, each of these factors may act to exacerbate or mute the market risk associated with the Partnership. The following were the primary trading risk exposures of the Partnership as of September 30, 2010, by market sector:

Interest Rate

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

Currency

The Partnership’s currency exposure is to exchange rate fluctuations, primarily in the following countries: Germany, England, Japan, France, Switzerland, Australia, Canada and the United States of America. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The General Partner does not anticipate that the risk profile of the Partnership’s currency sector will change significantly in the future.

Commodity

The Partnership’s primary metals market exposure is to fluctuations in the price of gold, silver and copper. The Partnership also has commodity exposures in the price of soft commodities, which are often directly affected by severe or unexpected weather conditions. The General Partner anticipates that the Advisors will maintain an emphasis in the commodities described above. Additionally, the Partnership had exposure to the energy markets (natural gas, crude oil, heating oil and unleaded gasoline) as of September 30, 2010, and it is anticipated that positions in this sector will continue to be evaluated on an ongoing basis.

The Partnership measures its market risk, related to its holdings of Commodity Interests based on changes in interest rates, foreign currency rates, and commodity prices utilizing a sensitivity analysis. The sensitivity analysis estimates the potential change in fair values, cash flows and earnings based on a hypothetical 10% change (increase and decrease) in interest, currency and commodity prices. The Partnership used September 30, 2010 market rates and prices on its instruments to perform the sensitivity analysis. The sensitivity analysis has been prepared separately for each of the Partnership’s market risk exposures (interest rate, currency rate, and commodity price) instruments. The estimates are based on the market risk sensitive portfolios described in the preceding paragraph above. The potential loss in earnings is based on an immediate change in:

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

• The U.S. dollar equivalent balances of the Partnership’s currency exposures due to a 10% shift in currency exchange rates.

• The market value of the Partnership’s Commodity Interests due to a 10% change in the price of the Commodity Instruments. The Partnership has determined that the impact of a 10% change in market rates and prices on its fair values, cash flows and earnings would not be material. The Partnership has disclosed the potential loss to earnings of its commodity price, interest rate and currency exchange rate sensitivity positions as of September 30, 2010.

The potential loss in earnings for each market risk exposure as of September 30, 2010 was approximately:

Trading portfolio:

Commodity price risk	$	331,459
Interest rate risk	$	123,035
Currency exchange rate risk	$	158,507

Item 4. 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 that evaluation, the General Partner has concluded that the Partnership’s disclosure controls and procedures were effective as of the end of the period covered by this report in timely alerting the General Partner to material information related to the Partnership that is required to be included in the Partnership’s periodic fil ings with the SEC. During the third quarter of 2010, there were no changes in the Partnership’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially effect, the Partnership's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The General Partner and its principal are parties to an arbitration proceeding being conducted before the National Futures Association between the General Partner and its principal, on the one hand, and Aspen Partners, Ltd. (“Aspen”), on the other hand (Arbitration No.: 09-ARB-181), relating to an agreement pursuant to which Aspen marketed the Partnership’s interests.  The General Partner is not aware of any other pending legal proceedings to which either the General Partner or the Partnership is a party or to which any of their assets are subject. The initial arbitration hearing was held on October 25, 2010, to arbitrate Aspen’s claims that it had not been accurately paid after termination of the agreement for accounts that Aspen may have introduced to the Partnership prior to such termination.   No claims were made that the General Partner or its principal mismanaged or in any way acted improperly with respect to the Partnership.   The claims involve complex issues relating to liability, damages and other matters that are subject to substantial uncertainty and, therefore, the probability of loss, if any, and an estimation of damages are difficult to ascertain.  Consequently, the General Partner believes that it cannot reasonably estimate the possible exposure or loss to itself and/or the Partnership (directly or indirectly, including as a possible result of the application of the indemnity provisions set forth in the Partnership’s Limited Partnership Agreement).  The General Partner believes that it has substantial and meritorious defenses in the proceeding; however, because such matters are unpredictable and excessive awards do occur, any future award or settlement could have a material adverse effect on the General Partner’s and/or the Partnership’s operations , and there can be no assurance that any such award or settlement would not have a material adverse effect on the General Partner and/or the Partnership.  The actual award will not be known until the arbitration panel issues it and there is no certainty as to what that actual award might be. A decision is expected on or about December 22, 2010. Unlike litigation in a courtroom setting, a party in an arbitration proceeding has extremely limited rights of appeal so any determination by the arbitration panel will most likely be final.

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 September 30, 2010, 22,076.0279 Partnership Units were held by 649 Limited Partners and the General Partner. All of the Limited Partnership Units are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold unless registered under the Securities Act or sold in accordance with an exemption therefrom, such as Rule 144. The Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units. Pursuant to the Partnership Agreement, the General Partner has the sole discretion to determine whether distributions (other than on redemption of Limited Partnership Units), if any, will be made to partners. The Partnership has never paid any distributions and does not anticipate paying any distributions to partners in the foreseeable future. From January 1, 2010 through September 30, 2010, a total of 1,299,2504 Partnership Units were subscribed for the aggregate subscription amount of $2,631,203. The monthly subscriptions of these Partnership Units are as follows:

Date of Subscription		Amount of Subscriptions
January 2010	$	208,085
February 2010	$	404,792
March 2010	$	233,906
April 2010	$	302,591
May 2010	$	442,731
June 2010	$	83,432
July 2010	$	330,033
August 2010	$	368,928
September 2010	$	256,705

Investors in the Partnership who subscribed through a selling agent may have been charged a sales commission at a rate negotiated between such selling agent and the investor. Such sales commission in no event exceeded 3% of the subscription amount. All of the sales of Partnership Units were exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

Item 3. Defaults Upon Senior Securities

None.

Item 4.  Removed and Reserved

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.1           Rule 13a - 14(a)/15d-14(a) Certification

32.1           Section 1350 Certification

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

	RFMC TACTICAL ADVISORS FUND, L P
Date:  November 22, 2010	By: /s/ Robert L. Lerner                                                    Robert L. Lerner President, Principal Executive Officer and Principal Financial Officer