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EX-31.1 - EXHIBIT 31.1 - BRIDGETON TACTICAL ADVISORS FUND, LPex31_1.htm
EX-32.1 - EXHIBIT 32.1 - BRIDGETON TACTICAL ADVISORS FUND, LPex32_1.htm


UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 

 
FORM 10-Q
 

 
x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2011
 
o 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
 
BRIDGETON TACTICAL ADVISORS FUND, LP
 
Delaware
22-678474
 
(a Delaware Partnership)
(I.R.S. Employer Identification No.)

7535 Windsor Drive, Suite A205
Allentown, PA 18195
 (610) 366-3922
 
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 o
 
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
 


 
 

 
 
BRIDGETON TACTICAL ADVISORS FUND, LP
 
INDEX TO FORM 10-Q
 
PART I - FINANCIAL INFORMATION
 
 
 
PART II - OTHER INFORMATION
 
     
Item 1.
25
Item 1A.
25
Item 2.
25
Item 3.
26
Item 4.
26
Item 5.
26
Item 6.
26

 
2

 
PART I - FINANCIAL INFORMATION

BRIDGETON TACTICAL ADVISORS FUND, LP
As of June 30, 2011 (Unaudited) and December 31, 2010


   
June 30,
2011
   
December 31,
2010
 
ASSETS
           
EQUITY IN COMMODITY FUTURES TRADING ACCOUNTS:
           
Due from brokers (including margin deposits of  $820,686 for 2011 and $1,542,223 for 2010)
  $ 10,204,986     $ 13,275,165  
Net unrealized gains on open positions
    19,013       1,256,636  
Net unrealized (losses) on open positions
    (104,979 )     0  
      10,119,020       14,531,801  
CASH AND CASH EQUIVALENTS
    9,472,524       17,411,836  
DUE FROM GENERAL PARTNER
    10,394       205,403  
PREPAID EXPENSES
    149,272       0  
INTEREST RECEIVABLE
    0       711  
TOTAL ASSETS
  $ 19,751,210     $ 32,149,751  
LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
               
LIABILITIES
               
Prepaid subscriptions
  $ 12,973     $ 1,438  
Redemptions payable
    760,800       2,083,797  
Other accrued expenses
    58,899       88,705  
Accrued incentive fees
    0       60,299  
Accrued management fees
    34,558       61,112  
TOTAL LIABILITIES
    867,230       2,295,351  
PARTNERS’ CAPITAL (NET ASSET VALUE)
               
Limited partners – Class A (2,335.3008 and 2,570.7404 fully redeemable units at June 30, 2011 and December 31, 2010, respectively)
    16,903,443       19,608,673  
Limited partners – Class B (2,246.3017 and 11,880.0907 fully redeemable units at June 30, 2011 and December 31, 2010, respectively)
    1,979,585       10,145,727  
General partner – Class A (0.1315 and 13.1103 fully redeemable units at June 30, 2011 and December 31, 2010, respectively)
    952       100,000  
TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)
    18,883,980       29,854,400  
TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
  $ 19,751,210     $ 32,149,751  
 
See Notes to Condensed Financial Statements.
 
 
3


BRIDGETON TACTICAL ADVISORS FUND, LP
As of June 30, 2011 (Unaudited)


LONG FUTURES CONTRACTS
   
Unrealized
Gain
(Loss), Net
   
% of
Partners’
Capital*
 
Commodity Futures Industry Sector
           
Currencies
  $ (872 )     (0.005 )%
Interest rates
    (65,990 )     (0.349 )%
Metals
    2,079       0.011 %
Stock indices
    2,152       0.011 %
Tropical products
    13,933       0.074 %
Total long futures contracts
  $ (48,698 )     (0.258 )%
 
SHORT FUTURES CONTRACTS
   
Unrealized
Gain
(Loss), Net
   
% of
Partners’
Capital*
 
Commodity Futures Industry Sector
           
Currencies
  $ (17,101 )     (0.091 )%
Energy
    (76,322 )     (0.404 )%
Grains
    100,211       0.531 %
Interest rates
    14,836       0.079 %
Metals
    (49,057 )     (0.260 )%
Stock indices
    (11,729 )     (0.062 )%
Tropical products
    1,894       0.010 %
Total short futures contracts
  $ (37,268 )     (0.197 )%
                 
Total futures contracts
  $ (85,966 )     (0.455 )%
 

*     No single contract’s value exceeds 5% of partners’ capital.
 
See Notes to Condensed Financial Statements.
 
 
4

 
BRIDGETON TACTICAL ADVISORS FUND, LP
CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)
As of December 31, 2010


LONG FUTURES CONTRACTS
   
Unrealized
Gain
(Loss), Net
   
% of
Partners’
Capital*
 
Commodity Futures Industry Sector
           
Currencies
  $ 265,654       0.890 %
Energy
    157,014       0.526 %
Grains
    129,820       0.435 %
Interest rates
    57,168       0.191 %
Livestock
    7,360       0.025 %
Metals
    403,052       1.350 %
Stock indices
    (1,064 )     (0.004 )%
Tropical products
    305,881       1.024 %
Total long futures contracts
  $ 1,324,885       4.437 %
 
SHORT FUTURES CONTRACTS
   
Unrealized
Gain
(Loss), Net
   
% of
Partners’
Capital*
 
Commodity Futures Industry Sector
           
Currencies
  $ (16,243 )     (0.054 )%
Energy
    (19,760 )     (0.066 )%
Grains
    (16,252 )     (0.054 )%
Interest rates
    17,310       0.058 %
Metals
    (33,343 )     (0.112 )%
Stock indices
    1,159       0.004 %
Tropical products
    (1,120 )     (0.004 )%
Total short futures contracts
  $ (68,249 )     (0.228 )%
Total futures contracts
  $ 1,256,636       4.209 %
 

*     No single contract’s value exceeds 5% of partners’ capital.
 
See Notes to Condensed Financial Statements.
 
 
5


BRIDGETON TACTICAL ADVISORS FUND, LP
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)


   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
NET INVESTMENT (LOSS)
                       
Income:
                       
Interest income
  $ 1,396     $ 13,440     $ 6,893     $ 22,330  
Expenses:
                               
Brokerage commissions
    210,932       594,785       471,433       1,367,653  
Incentive fees
    0       0        26,850        0  
Management fees
    109,193       239,725       225,570       536,065  
Professional fees
    14,068       49,733       58,010       117,931  
Accounting, administrative fees and other expenses
     52,384        81,794        97,088       198,823  
Total expenses
    386,577       966,037       878,951       2,220,472  
Net investment (loss)
    (385,181 )     (952,597 )     (872,058 )     (2,198,142 )
TRADING PROFITS (LOSSES)
                               
Profits (losses) on trading of commodity futures
                               
Net realized gains (losses) on closed positions
    388,921       735,823       1,007,940       (2,753,989 )
Change in net unrealized gains (losses) on open positions
    (1,061,090 )     (597,331 )     (1,342,602 )     (1,189,700 )
Net trading profits (losses)
    (672,169 )     138,492       (334,662 )     (3,943,689 )
NET (LOSS)
  $ (1,057,350 )   $ (814,105 )   $ (1,206,720 )   $ (6,141,831 )
NET (LOSS) PER UNIT
                               
                                 
(based on weighted average number of units outstanding during the period)
                               
Class A
  $ (387.93 )   $ (105.24 )   $ (376.76 )   $ (822.91 )
Class B – Series 1
  $ (47.43 )   $ (10.86 )   $ (37.95 )   $ (93.12 )
Class B – Series 2
  $ (26.54 )   $ (16.48 )   $ (75.35 )   $ (100.46 )
Class B – Series 3
  $ (55.00 )   $ (16.31 )   $ (56.92 )   $ (124.09 )

See Notes to Condensed Financial Statements.
 
 
6


BRIDGETON TACTICAL ADVISORS FUND, LP
For the Six Months Ended June 30, 2011
(Unaudited)

 
   
CLASS A
   
CLASS B LIMITED PARTNERS
       
   
General Partner
   
Limited Partners
   
Total
   
Series 1
   
Series 2
   
Series 3
   
Total
       
   
Units
   
Amount
   
Units
   
Amount
   
Class A
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Class B
   
Total
 
PARTNERS’ CAPITAL, JANUARY 1, 2011
    13.1103     $ 100,000       2,570.7404     $ 19,608,673     $ 19,708,673       2,980.2313     $ 2,958,623       8,852.8246     $ 7,139,159       47.0348     $ 47,945     $ 10,145,727     $ 29,854,400  
Subscriptions
    0.6527       4,946       4.8207       36,790       41,736       -       -       22.3658       17,556       -       -       17,556       59,292  
Redemptions
    -       -       (253.8918 )     (1,918,980 )     (1,918,980 )     (1,563.0318     (1,520,624 )     (8,093.1230 )     (6,383,388 )     -       -       (7,904,012 )     (9,822,992 )
Transfers
    (13.6315 )     (104,039 )     13.6315       104,039                                                                          
Net income (loss)
    -       45       -       (927,079 )     (927,034 )     -       (96,146 )     -       (180,863 )     -       (2,677 )     (279,686 )     (1,206,720 )
PARTNERS’ CAPITAL, June 30, 2011
    0.1315     $ 952       2,335.3008     $ 16,903,443     $ 16,904,395       1,417.1995     $ 1,341,853       782.0674     $ 592,464       47.0348     $ 45,268     $ 1,979,585     $ 18,883,980  

 
   
Net Asset Value Per Unit
 
                         
   
Class A
   
Class B, Series 1
   
Class B, Series 2
   
Class B, Series 3
 
                         
January 1, 2011
  $ 7,627.64 (1)   $ 992.75     $ 806.43     $ 1,019.35  
                                 
June 30, 2011
  $ 7,238.23 (2)   $ 946.83     $ 757.56     $ 962.44  
 

(1)      Based on 2,583.8507 Class A shares
 
(2)      Based on 2,335.4323 Class A shares
 
See Notes to Condensed Financial Statements.

 
7




BRIDGETON TACTICAL ADVISORS FUND, LP
CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE) (CONTINUED)
For the Six Months Ended June 30, 2010
(Unaudited)

 
   
CLASS A
   
CLASS B LIMITED PARTNERS
       
   
General Partner
   
Limited Partners
   
Total
    Series 1     Series 2    
Series 3
   
Total
       
   
Units
   
Amount
   
Units
   
Amount
   
Class A
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Class B
   
Total
 
                                                                               
                                                                               
PARTNERS’ CAPITAL, JANUARY 1, 2010
    116.8617     $ 936,983       3,328.8303     $ 26,690,125     $ 27,627,108       3,232.6375     $ 3,339,684       39,711.9928     $ 34,346,892       70.7534     $ 76,578     $ 37,763,154     $ 65,390,262  
Subscriptions
    2.0986       15,824       144.4330       1,074,612       1,090,436       99.5516       95,000       591.7281       490,101       -       -       585,101       1,675,537  
Redemptions
    -       -       (873.1324 )     (6,514,041 )     (6,514,041 )     (193.3736 )     (186,773 )     (16,714.5863 )     (13,112,210 )     (23.7186 )     (23,549 )     (13,322,532 )     (19,836,573 )
Net (loss)
    -       (87,829 )     -       (2,344,772 )     (2,432,601 )     -       (292,184 )     -       (3,409,949 )     -       (7,097 )     (3,709,230 )     (6,141,831 )
                                                                                                         
PARTNERS’ CAPITAL, JUNE 30, 2010
    118.9603     $ 864,978       2,600.1309     $ 18,905,924     $ 19,770,902       3,138.8155     $ 2,955,727       23,589.1346     $ 18,314,834       47.0348     $ 45,932     $ 21,316,493     $ 41,087,395  


   
Net Asset Value Per Unit
 
                         
   
Class A
   
Class B, Series 1
   
Class B, Series 2
   
Class B, Series 3
 
                         
January 1, 2010
  $ 8,017.87 (1)   $ 1,033.11     $ 864.90     $ 1,082.32  
                                 
June 30, 2010
  $ 7,271.14 (2)   $ 941.67     $ 776.41     $ 976.55  
 

(1)       Based on 3,445.6920 Class A shares
 
(2)      Based on 2,719.0912 Class A shares
 
See Notes to Condensed Financial Statements.
 
 
8

 
BRIDGETON TACTICAL ADVISORS FUND, LP
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)


 
1. 
BASIS OF PRESENTATION
 
 
The interim condensed financial statements of Bridgeton Tactical Advisors Fund, LP, formerly, RFMC Tactical Advisors Fund, LP and 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, 2010.  The Partnership follows the same accounting policies in the preparation of interim reports as set forth in the annual report.  In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and changes in partners’ capital for the interim periods presented and are not necessarily indicative of a full year’s results.
 
2. 
PARTNERSHIP ORGANIZATION
 
 
The Partnership, a Delaware limited partnership, was organized on January 24, 1986.  Prior to March 1, 2010, Willowbridge Associates, Inc (“Willowbridge”) served as the Partnership’s sole trading advisor. Effective March 1, 2010, the Partnership added Quantitative Investment Management, LLC (“QIM”) as an additional trading advisor (Willowbridge and QIM, collectively the “Trading Advisors”).
 
 
From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane” or the “General Partner” for periods prior to March 1, 2011), was the sole general partner of the Partnership.  From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton” or the “General Partner” for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane.  Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership.  Bridgeton has been registered with the Commodity Futures Trading Commission (“CFTC”) pursuant to the Commodity Exchange Act (“CEA”) as a Commodity Pool Operator (“CPO”) since January 11, 2011 and has been a member of the National Futures Association (“NFA”) since January 11, 2011.
 
 
In accordance with the amendment to Section 5 of the Agreement, effective January 16, 2003, the Partnership offers separate classes of limited partnership interests, whereby interests which were issued prior to January 16, 2003 by the Partnership will be designated as Class A interests.  The Partnership also offers Class B limited partnership interests through a private offering pursuant to Regulation D as adopted under section 4(2) of the Securities Act of 1933, as amended.  The Partnership will offer the Class B interests up to an aggregate of $100,000,000; provided that the General Partner may increase the amount of interests that will be offered in increments of $10,000,000 after notice to the limited partners.  Commissions for the Class B interests will differ from those of the Class A interests, but in all other respects the Class A interests and the Class B interests will be identical.  The Class A interests and Class B interests will also be traded pursuant to the same trading programs.
 
 
The Partnership shall end upon withdrawal, insolvency or dissolution of the General Partner or a decline of greater than fifty percent of the net assets of the Partnership as defined in the Agreement, or the occurrence of any event which shall make it unlawful for the existence of the Partnership to be continued.
 
3. 
SIGNIFICANT ACCOUNTING POLICIES
 
 
A.
Method of Reporting
 
The Partnership’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“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.
 
 
9

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)


3.
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
A.
Method of Reporting (Continued)
 
 
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 June 30, 2011 and December 31, 2010, the Partnership had investments in money market mutual funds of $7,894,894 and $12,889,929, respectively.  Interest received on cash deposits and dividends received from money market mutual funds are included as interest income and recognized on an accrual basis.
 
 
C.
Due from Brokers
 
 
Due from brokers represents deposits required to meet margin requirements and excess funds not required for margin.  Due from brokers at June 30, 2011 and December 31, 2010 consisted of cash on deposit with the brokers of $10,204,986 and $13,275,165, 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 $33,146 and $83,043 for the three and six months ended June 30, 2011, respectively, and $106,169 and $220,068 for the three and six months ended June 30, 2010, 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).  Approximately 35% to 45% of the actual trading commissions incurred by the Partnership is remitted by the brokers to an Introducing Broker affiliated with Bridgeton.
 
 
10

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)
_______________

3. 
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
E.
Brokerage Commissions (Continued)
 
 
Brokerage commissions charged to each Class or Series of class were as follows:
 
 
 
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Class A
  $ 183,481     $ 201,943     $ 374,191     $ 453,799  
Class B – Series 1
    16,412       21,891       37,595       45,843  
Class B – Series 2
    10,437       370,376       58,453       866,511  
Class B – Series 3
    602       575       1,194       1,500  
Total
  $ 210,932     $ 594,785     $ 471,433     $ 1,367,653  
 
As of June 30, 2011 and December 31, 2010, $10,394 and $13,609, 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 new profits or the new net profits, as defined in the applicable Trading Advisory 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 distributions or redemptions paid or accrued by the Partnership as of or subsequent to the date in (B) through the date in (A), (ii) adjusted (either decreased or increased, as the case may be) to reflect the amount of any additional allocations or negative reallocations of Partnership assets from the date in (B) to the last day of the quarter as of which the current incentive fee calculation is made, and (iii) increased by the amount of any losses attributable to redemptions.
 
 
QIM is entitled to a quarterly incentive fee of 30% of any new net profits (as defined in the QIM Agreement) in the Partnership’s account as of each calendar quarter end.  “New Net Profit”, for the purpose of calculating QIM’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to QIM.  The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions).  In the event of any subsequent losses, the quarterly incentive fees would not be charged until there are Net New Profits to offset such losses.
 
 
11

 
 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)


3. 
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
G.
Incentive Fees (Continued)
 
 
There were no incentive fees earned by Willowbridge for the three and six months ended June 30, 2011 and June 30, 2010.  Incentive fees earned by QIM totaled $0 and $26,850 for the three and six months ended June 30, 2011, respectively; and no incentive fees were earned for the three and six months ended June 30, 2010.
 
 
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 2011 and 2010 was $298,544 and $653,903, respectively.  For the three months and six months ended June 30, 2011 the Partnership recorded management fee expense earned by the General Partner of $74,636 and $149,272 respectively, and for the three months and six months ended June 30, 2010, the Partnership recorded management fee expense earned by the General Partner of $163,475 and $326,951, respectively.  As of June 30, 2011 and December 31, 2010, the unamortized prepaid management fees were $149,272 and $0, respectively.
 
 
In addition to the management fee paid to the General Partner, the Partnership pays Willowbridge a quarterly trading advisor management fee of 0.25% (1% per year) of the net asset value of the Partnership’s trading assets allocated to Willowbridge.  These fees amounted to $34,557 and $76,298 for the three months and six months ended June 30, 2011, respectively, and $76,250 and $209,114 for the three months and six months ended June 30, 2010, respectively.  As of June 30, 2011 and December 31, 2010, $34,558 and $61,112, respectively, were due to Willowbridge.  QIM is not paid a trading advisor management fee.
 
 
I.
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 applies the provisions of Codification Topics 740, Income Taxes and 835, Interest, which prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements.  This accounting standard requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority.  Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current period.  The Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense.  The General Partner has concluded there is no tax expense or interest expense related to uncertainties in income tax positions for the three and six months ended June 30, 2011 and June 30, 2010.
 
 
The Partnership files U.S. federal and state tax returns.  The 2008 through 2010 tax years generally remain subject to examination by U.S. federal and most state authorities.
 
 
J.
Subscriptions
 
 
Partnership units may be purchased on the first day of each month at the net asset value per unit determined on the last business day of the previous month.  Partners’ contributions received in advance for subscriptions are recorded as prepaid subscriptions in the Condensed Statements of Financial Condition. The General Partner charges a 1% initial administrative fee on all limited partner unit subscriptions.  The General Partner may waive this charge for limited partners who are its affiliates or for other limited partners in its sole discretion.  Subscription proceeds to the Partnership are recorded net of these charges.  For the three months and six months ended June 30, 2011 and June 30, 2010, no initial administration fees were paid to the General Partner.
 
 
K.
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.
 
 
12

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)

 
3. 
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
L.
Foreign Currency Transactions
 
 
The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar.  Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the Condensed Statements of Financial Condition.  Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Realized gains (losses) resulting from the translation to U.S dollars totaled $284 and $(1,791) for the three and six months ended June 30, 2011, respectively, and $(7,934) and $1,590 for the three and six months ended June 30, 2010, respectively, and are reported as a component of “Net realized gains (losses) on closed positions” in the Condensed Statements of Income (Loss).
 
 
M.
Recently Issued Accounting Pronouncements
 
 
In May 2011, FASB issued Accounting Standards Update 2011-04, Fair Value Measurements (“ASU 2011-04”).  ASU 2011-04 amends ASC Topic 820, Fair Value Measurements and Disclosures, to clarify certain provisions of Topic 820 but also includes some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed.  This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value and measurements in accordance with U.S. GAAP and International Financial Reporting Standards.  The amendments in ASU 2011-04 are to be applied prospectively and will become effective during the interim and annual periods beginning after December 15, 2011.  The Partnership will adopt the methodologies prescribed in ASU 2011-04 by the date required and does not anticipate that this ASU will have material effect on its financial position or results of operations.
 
 
N.
Indemnifications
 
 
The Partnership has entered into agreements which provide for the indemnifications against losses, costs, claims and liabilities arising from the performance of its obligations under such agreements, except for gross negligence or bad faith.  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.  The Partnership generally expects the risk of loss from indemnification claims in the future to be remote.
 
 
 
O.
Reclassification
 
 
Certain accounts in the financial statements were reclassified to conform with the current period’s presentation.
 
 
13

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)

 
4. 
FAIR VALUE
 
 
Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).
 
 
The fair value hierarchy, as more fully described in ASC Topic 820, Fair Value Measurements and Disclosures, prioritizes and ranks the level of market price observability used in measuring investments at fair value.  Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment.  Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
 
 
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
 
 
Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date.  The type of investments included in Level 1 are publicly traded investments.  As required by ASC Topic 820, Fair Value Measurements and Disclosures, the Partnership does not adjust the quoted price for these investments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
 
 
Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.  Investments which are generally included in this category are investments valued using market data.
 
 
Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment.  Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment.  The inputs into the determination of fair value require significant management judgment.  Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.  Investments that are included in this category generally are privately held debt and equity securities.
 
 
14

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)

 
4. 
FAIR VALUE (CONTINUED)
 
 
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 Partnership recognizes transfers, if any, between fair value hierarchy levels at the beginning of the reporting period.
 
 
The following table summarizes the valuation of the Partnership’s investments by the above fair value hierarchy levels:
 
   
As of June 30, 2011
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
Assets
                       
Futures contracts
  $ 165,884     $ 165,884       N/A       N/A  
Money market mutual funds
    7,894,894       7,894,894       N/A       N/A  
Total investment assets
  $ 8,060,778     $ 8,060,778                  
Liabilities
                               
Futures contracts
  $ (251,850 )   $ (251,850 )     N/A       N/A  
Total investment liabilities
  $ (251,850 )   $ (251,850 )                

   
As of December 31, 2010
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
Assets
                       
Futures contracts
  $ 1,369,179     $ 1,369,179       N/A       N/A  
Money market mutual funds
    12,889,929       12,889,929       N/A       N/A  
Total investment assets
  $ 14,259,108     $ 14,259,108                  
Liabilities
                               
Futures contracts
  $ (112,543 )   $ (112,543 )     N/A       N/A  
Total investment liabilities
  $ (112,543 )   $ (112,543 )                

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” or “Net unrealized (losses) on open positions.”
 
 
15

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)


5. 
DERIVATIVE INSTRUMENTS (CONTINUED)
 
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 June 30, 2011
 
   
Assets
   
Liabilities
   
Net
 
Currencies
  $ 7,200     $ (25,173 )   $ (17,973 )
Energy
    10,508       (86,830 )     (76,322 )
Grains
    100,223       (12 )     100,211  
Interest rates
    27,575       (78,729 )     (51,154 )
Metals
    2,399       (49,377 )     (46,978 )
Stock indices
    2,152       (11,729 )     (9,577 )
Tropical products
    15,827       0       15,827  
                         
Totals
  $ 165,884     $ (251,850 )   $ (85,966 )
 
   
As of December 31, 2010
 
   
Assets
   
Liabilities
   
Net
 
Currencies
  $ 271,711     $ (22,300 )   $ 249,411  
Energy
    157,014       (19,760 )     137,254  
Grains
    130,245       (16,677 )     113,568  
Interest rates
    78,380       (3,902 )     74,478  
Livestock
    7,360       0       7,360  
Metals
    403,053       (33,344 )     369,709  
Stock indices
    11,147       (11,052 )     95  
Tropical products
    310,269       (5,508 )     304,761  
Totals
  $ 1,369,179     $ (112,543 )   $ 1,256,636  
 
 
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).
 
 
16

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)
_______________

5. 
DERIVATIVE INSTRUMENTS (CONTINUED)
 
 
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 June 30, 2011
 
   
Net Realized
Gains
(Losses)
   
Change in
Net Unrealized
Gains (Losses)
   
Net
Trading
Profits (Losses)
   
Number of
Closed
Contracts
 
Currencies
  $ 45,291     $ (197,858 )   $ (152,567 )     1,234  
Energy
    35,870       (315,077 )     (279,207 )     642  
Grains
    (262,277 )     129,662       (132,615 )     546  
Interest rates
    221,757       (88,374 )     133,383       2,198  
Livestock
    (10,780 )     (5,835 )     (16,615 )     44  
Metals
    268,640       (476,173 )     (207,533 )     356  
Stock indices
    (146,608 )     (76,979 )     (223,587 )     1,422  
Tropical products
    237,028       (30,456 )     206,572       280  
Total
  $ 388,921     $ (1,061,090 )   $ (672,169 )     6,722  
 
   
For the six months ended June 30, 2011
 
   
Net Realized
Gains
(Losses)
   
Change in
Net Unrealized
(Losses)
   
Net
Trading
Profits (Losses)
   
Number of
Closed
Contracts
 
Currencies
  $ (143,313 )   $ (267,384 )   $ (410,697 )     3,006  
Energy
    314,669       (213,576 )     101,093       1,664  
Grains
    (317,884 )     (13,357 )     (331,241 )     1,182  
Interest rates
    144,162       (125,632 )     18,530       6,122  
Livestock
    (22,110 )     (7,360 )     (29,470 )     118  
Metals
    489,039       (416,687 )     72,352       802  
Stock indices
    (32,443 )     (9,672 )     (42,115 )     2,786  
Tropical products
    575,820       (288,934 )     286,886       662  
Total
  $ 1,007,940     $ (1,342,602 )   $ (334,662 )     16,342  
 
   
For the three months ended June 30, 2010
 
   
Net Realized
Gains
(Losses)
   
Change in
Net Unrealized
Gains (Losses)
   
Net
Trading
Profits (Losses)
   
Number of
Closed
Contracts
 
Currencies
  $ 301,399     $ (114,181 )   $ 187,218       5,370  
Energy
    (386,794 )     (561,404 )     (948,198 )     3,436  
Grains
    (188,213 )     (170,771 )     (358,984 )     4,050  
Interest rates
    1,412,552       435,216       1,847,768       9,644  
Livestock
    (27,390 )     (4,380 )     (31,770 )     156  
Metals
    (30,176 )     (78,328 )     (108,504 )     1,326  
Stock indices
    (414,779 )     (62,120 )     (476,899 )     2,574  
Tropical products
    69,224       (41,363 )     27,861       996  
Total
  $ 735,823     $ (597,331 )   $ 138,492       27,552  
 
 
17

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)


5. 
DERIVATIVE INSTRUMENTS (CONTINUED)
 
   
For the six months ended June 30, 2010
 
   
Net Realized
 Gains
(Losses)
   
Change in
Net Unrealized
Gains (Losses)
   
Net
Trading
Profits (Losses)
   
Number of
Closed
Contracts
 
Currencies
  $ 1,673,567     $ (1,180,445 )   $ 493,122     10,228  
Energy
    (3,142,907 )     (92,688 )     (3,235,595 )     6,052  
Grains
    (691,868 )     (145,284 )     (837,152 )     9,808  
Interest rates
    804,028       86,579       890,607       18,130  
Livestock
    (38,670 )     (14,180 )     (52,850 )     614  
Metals
    (1,566,239 )     330,743       (1,235,496 )     3,196  
Stock Indices
    (424,202 )     (48,767 )     (472,969 )     3,454  
Tropical products
    632,302       (125,658 )     506,644       2,580  
Total
  $ (2,753,989 )   $ (1,189,700 )   $ (3,943,689 )     54,062  
 
 
The number of contracts closed for futures contracts represents the number of contract half-turns during the three and six months ended June 30, 2011 and June 30, 2010.

 
18

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(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 (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 June 30, 2011 and December 31, 2010, the latest maturity dates for open contracts are June 2012 and March 2012, 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. 
SUBSEQUENT EVENT
 
 
As of August 1, 2011, the Partnership added DPT Capital Management, LLC (“DPT”) and PJM Capital (“PJM”) as trading advisors in addition to Willowbridge and QIM.  As a result, effective August 1, 2011 the Partnership allocates its trading assets to the Trading Advisors: approximately 34% to Willowbridge, 34% to QIM, 21% to PJM and 11% to DPT.
 
 
19


BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)

 
7. 
FINANCIAL HIGHLIGHTS
 
 
The following information presents per unit operating performance data and other supplemental financial data for the three and six months ended June 30, 2011 and June 30, 2010.  The information has been derived from information presented in the financial statements.
 
   
Three Months Ended June 30, 2011
 
   
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
  $ 7,632.31     $ 995.84     $ 802.89     $ 1,017.43  
Profit (loss) from operations
                               
Net investment (loss)
    (139.49 )     (15.70 )     (18.69 )     (21.20 )
Net trading (loss)
    (254.59 )     (33.31 )     (26.64 )     (33.79 )
Net (loss)
    (394.08 )     (49.01 )     (45.33 )     (54.99 )
Net Asset Value, end of the period
  $ 7,238.23     $ 946.83     $ 757.56     $ 962.44  
Total Return (1) (4)
    (5.16 )%     (4.92 )%     (5.65 )%     (5.40 )%
Supplemental Data
                               
Ratios to average net asset value
                               
Expenses (3)
    7.38 %     6.90 %     9.58 %     8.37 %
Net investment (loss) (3)
    (7.35 )%     (6.88 )%     (9.56 )%     (8.35 )%
 
   
Six Months Ended June 30, 2011
 
   
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
  $ 7,627.64     $ 992.75     $ 806.43     $ 1,019.35  
Profit (loss) from operations
                               
Net investment (loss)
    (283.14 )     (32.06 )     (38.38 )     (42.87 )
Net trading (loss)
    (106.27 )     (13.86 )     (10.49 )     (14.04 )
Net (loss)
    (389.41 )     (45.92 )     (48.87 )     (56.91 )
Net Asset Value, end of the period
  $ 7,238.23     $ 946.83     $ 757.56     $ 962.44  
Total Return (1) (4)
                               
Total Return before incentive fees (2)
    (5.00 )%     (4.49 )%     (5.86 )%     (5.48 )%
Incentive fees
    (0.11 )%     (0.14 )%     (0.20 )%     (0.10 )%
Total Return after incentive fees
    (5.11 )%     (4.63 )%     (6.06 )%     (5.58 )%
Supplemental Data
                               
Ratios to average net asset value
                               
Expenses prior to incentive fees (3) (5)
    7.35 %     6.69 %     10.29 %     8.32 %
Incentive fees (4)
    0.11 %     0.14 %     0.20 %     0.10 %
Total Expense
    7.46 %     6.83 %     10.49 %     8.42 %
Net investment (loss) before incentive fees (3) (5)
    (7.29 )%     (6.62 )%     (10.20 )%     (8.26 )%
Incentive fees (4)
    (0.11 )%     (0.14 )%     (0.20 )%     (0.10 )%
Net investment (loss) after incentive fees
    (7.40 )%     (6.76 )%     (10.40 )%     (8.36 )%
 
 
20

 
BRIDGETON TACTICAL ADVISORS FUND, LP
NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2011 and 2010
(Unaudited)

 
7. 
FINANCIAL HIGHLIGHTS (CONTINUED)
 
   
Three Months Ended June 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
  $ 7,373.96     $ 952.59     $ 791.36     $ 992.84  
Profit (loss) from operations
                               
Net investment (loss)
    (128.49 )     (14.09 )     (18.64 )     (19.52 )
Net trading gain
    25.67       3.17       3.69       3.23  
Net (loss)
    (102.82 )     (10.92 )     (14.95 )     (16.29 )
Net Asset Value, End of the period
  $ 7,271.14     $ 941.67     $ 776.41     $ 976.55  
Total Return (1) (4)
    (1.39 )%     (1.15 )%     (1.89 )%     (1.64 )%
Supplemental Data
                               
Ratios to average net asset value
                               
Expenses (3)
    7.14 %     6.07 %     9.63 %     8.05 %
Net investment (loss) (3)
    (7.03 )%     (5.96 )%     (9.52 )%     (7.94 )%
 
   
Six Months Ended June 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)
    (269.65 )     (29.42 )     (38.49 )     (42.22 )
Net trading (loss)
    (477.08 )     (62.02 )     (50.00 )     (63.55 )
Net (loss)
    (746.73 )     (91.44 )     (88.49 )     (105.77 )
Net Asset Value, End of the period
  $ 7,271.14     $ 941.67     $ 776.41     $ 976.55  
Total Return (1) (4)
    (9.31 )%     (8.85 )%     (10.23 )%     (9.77 )%
Supplemental Data
                               
Ratios to average net asset value
                               
Expenses (3)
    7.27 %     6.17 %     9.61 %     8.41 %
Net investment (loss) (3)
    (7.18 )%     (6.08 )%     (9.53 )%     (8.32 )%
 
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)
Total return before incentive fees is derived by dividing the sum of net income per unit plus the incentive fees per unit by opening net asset value per unit.
 
(3)
Annualized.
 
(4)
Not annualized.
 
(5)
Excludes the effect of incentive fees.

* * * * *
 
 
21

 
 
Bridgeton Tactical Advisors Fund, L P  (the “Partnership”) engages in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts, and forward contracts (“Commodity and Futures Contracts”).  The Partnership may also invest in entities (including without limitation other partnerships, separate managed accounts, exchange traded funds or other types of funds) that primarily trade in exchange traded securities, options on exchange traded securities, exchange traded funds or Commodity and Futures Contracts.  From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane” or the “General Partner” for periods prior to March 1, 2011), was the sole general partner of the Partnership.  From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton” or the “General Partner” for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane.  Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership.  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 and Futures Contracts sufficient to produce capital appreciation after payment of all fees and expenses. Future results will depend in large part upon the Commodity and Futures Contracts 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 and Futures Contracts 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. 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 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 and Futures Contracts. The flat-rate monthly commission is common among programs such as the Partnership.
 
 
22

 
Summary of Critical Accounting Policies
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 and Futures Contracts 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 June 30, 2011 and 2010
 
For the quarter ended June 30, 2011 the Partnership had net trading losses, comprised of $388,921 in realized gains on closed positions, and $(1,061,090) in change in net unrealized gains (losses) on open positions, and $1,396 interest income. For the same quarter in 2010 the Partnership had total losses comprised of net trading profits representing $735,823 in realized gains on closed positions, and $(597,331) in change in net unrealized gains (losses) on open positions, and $13,440 in interest income.
 
In April 2011, the Partnership had a gain of $1,461,531.  The Partnership had gains in its silver, gold and RBOB gasoline positions; the Partnership had losses in Japanese Yen, copper and some European debt instruments. In May 2011, the Partnership had a loss of $(1,810,720). The Partnership generated gains in both domestic and European debt instruments and in cotton; the Partnership saw losses in its silver, euro currency and energy positions. In June 2011, the Partnership had a loss of $(708,161). The Partnership had gains in its wheat, Swiss franc, sugar and coffee positions; the Partnership generated losses in its silver, Canadian dollar and RBOB and natural gas positions.
 
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.
 
For the quarter ended June 30, 2011, the Partnership had expenses comprised of $210,932 in brokerage commissions (including clearing and exchange fees), $109,193 in management fees, $14,068 in professional fees, and $52,384 in accounting, administrative fees and other expenses. For the same quarter in 2010, the Partnership had expenses comprised of $594,785 in brokerage commissions (including clearing and exchange fees), $239,725 in management fees, $49,733 in professional fees, and $81,794 in accounting, administrative fees and other expenses. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital subscriptions and redemptions. Accounting and administrative expenses consist primarily of professional fees and other expenses relating to the Partnership’s reporting requirements under the Securities Exchange Act of 1934, as amended.
 
As a result of the activity discussed above, the Partnership recorded a net loss of ($1,057,350) for the quarter compared to a net loss of $(814,105) for the same quarter in 2010.
 
At June 30, 2011, the net asset value of the Partnership was $18,883,980, compared to its net asset value of $29,854,400 at December 31, 2010.
 
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.
 
 
23

 
Comparison of the Six Months Ended June 30, 2011 and 2010
 
For the six months ended June 30, 2011, the Partnership had total losses comprised of net trading gains representing $1,007,940 in realized gains on closed positions, and $(1,342,602) in change in net unrealized gains (losses) on open positions, and $6,893 in interest income. For the same period in 2010, the Partnership had total losses comprised of net trading losses representing $(2,753,989) in realized losses on closed positions, and $(1,189,700) in change in net unrealized gains (losses) on open positions, and $22,330 in interest income.
 
In January 2011, the Partnership had a loss.  The Partnership had gains in its heating oil and gasoline futures as well as European debt instruments; the Partnership had losses in crude oil, silver and some foreign currencies.  The Partnership recorded a net loss of $(755,613). In February 2011, trading was profitable as the Partnership generated gains in its silver, gasoline and heating oil, and coffee positions;  the Partnership had some offsetting losses in the Japanese yen and wheat.  The Partnership recorded a net gain of $519,558. In March 2011, trading was profitable. The Partnership had gains in its cattle, gasoline and gold positions; the Partnership had losses in base metals and in corn.  The Partnership recorded a net gain of $86,685.  In April 2011, the Partnership had a gain of $1,461,531.  The Partnership had gains in its silver, gold and RBOB gasoline positions; the Partnership had losses in Japanese Yen, copper and some European debt instruments. In May 2011, the Partnership had a loss of $(1,810,720). The Partnership generated gains in both domestic and European debt instruments and in cotton; the Partnership saw losses in its silver, euro currency and energy positions. In June 2011, the Partnership had a loss of $(708,161). The Partnership had gains in its wheat, Swiss franc, sugar and coffee positions; the Partnership generated losses in its silver, Canadian dollar and RBOB and natural gas positions.
 
In January 2010, the Partnership had a loss. The Partnership had losses on its positions in the Japanese Yen, US fixed income markets, the energy sector and copper; the Partnership generated profits in the Euro currency, sugar and soybeans. The Partnership recorded a net loss of $(2,707,389). In February 2010, trading was unprofitable as the Partnership had losses in the energy sector, the Australian Dollar, gold and sugar; the Partnership had gains in EUR/JPY, the British Pound, and the Euro currency.  The Partnership recorded a net loss of $(1,694,610). In March 2010, trading was not profitable. The Partnership had losses in silver, EUR/JPY, the Swiss Franc, and US fixed income markets; the Partnership had gains in natural gas, sugar, wheat and corn. The Partnership recorded a net loss of $(925,727). In 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.
 
For the six months ended June 30, 2011, the Partnership had expenses comprised of $471,433 in brokerage commissions (including clearing and exchange fees), $26,850 in incentive fees, $225,570 in management fees, $58,010 in professional fees, and $97,088 in accounting, administrative fees and other expenses. For the same six month period in 2010, the Partnership had expenses comprised of $1,367,653 in brokerage commissions (including clearing and exchange fees), $0 in incentive fees, $536,065 in management fees, $117,931 in professional fees, and $198,823 in accounting, administrative fees and 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 $(1,206,720) for the six months ended June 30, 2011, as compared to a net loss of $(6,141,831) for the same period in 2010.
 
Liquidity and Capital Resources
 
In general, each    Advisor trades only those Commodity and Futures Contracts that have sufficient liquidity to enable it to enter and close out positions without causing major price movements. Notwithstanding the foregoing, most United States commodity exchanges limit the amount by which certain commodities may move during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Pursuant to such regulations, no trades may be executed on any given day at prices beyond daily limits. The price of a futures contract occasionally has exceeded the daily limit for several consecutive days, with little or no trading, thereby effectively preventing a party from liquidating its position. While the occurrence of such an event may reduce or eliminate the liquidity of a particular market, it will not eliminate losses and may, in fact, substantially increase losses because of the inability to liquidate unfavorable positions. In addition, if there is little or no trading in a particular futures or forward contract that the Partnership is trading, whether such liquidity is caused by any the above reasons or otherwise, the Partnership may be unable to liquidate its position prior to its expiration date, thereby requiring the Partnership to make or take delivery of the underlying interests of the commodity interests.
 
 
24

 
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.
 
 
Not required.
 
 
The President of the General Partner (who serves as the principal executive officer and financial officer of the Partnership) evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures, which are designed to ensure that the Partnership records, processes, summarizes and reports in a timely and effective manner the information required to be disclosed in the reports filed with or submitted to the Securities and Exchange Commission. Based upon this evaluation, the General Partner concluded that, as of June 30, 2011 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 principals of the General Partner) to allow timely decisions regarding required disclosure. During the second quarter of 2011, 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
 
 
The General Partner is not aware of any proceeding threatened or pending against the Partnership and its affiliates, which, if determined adversely would have a material adverse effect on the financial condition or results of operations of the Partnership.
 
 
Not required.
 
 
There currently is no established public trading market for the Limited Partnership Units. As of June 30, 2011, 4,581.7340 Partnership Units were held by 338 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, 2011 through June 30, 2011, a total of 27.8392 Partnership Units were subscribed for the aggregate subscription amount of $59,292. The monthly subscriptions of these Partnership Units are as follows:
 
Date of
Subscriptions
 
Amount of
Subscriptions
 
January 2011
  $ 5,287  
February 2011
  $ 20,646  
March 2011
  $ 24,076  
April 2011
  $ 3,085  
May 2011
  $ 3,029  
June 2011
  $ 3,169  

 
25

 
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.
 
 
None.
 
 
None.
 
 
None.
 
 
31.1           Rule 13a - 14(a)/15d-14(a) Certification
 
32.1           Section 1350 Certification
 
100            XBRL-Related Documents will be filed in the Partnerships 10Q-A to be filed by September 14, 2011.
 
101            Interactive Data File will be filed in the Partnerships 10Q-A to be filed by September 14, 2011.
 
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.
 
  BRIDGETON TACTICAL ADVISORS FUND, L P
       
       
Date: August 15, 2011
By: Bridgeton Fund Management LLC
Its: General Partner
       
  By:
/s/ Stephen J. Roseme
 
    Stephen J. Roseme, Chief Executive, Principal Executive Officer and Principal Financial Officer

 
26