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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
______________
 
FORM 10-Q/A
(Amendment No. 1)
______________
 
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2011
 
(  ) 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
 
 

 
EXPLANATORY NOTE
 
BRIDGETON TACTICAL ADVISORS FUND, LP is filing this Amendment No. 1 (the "Form 10-Q/A") to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the "Form 10-Q"), filed with the Securities and Exchange Commission ("SEC") on August 15, 2011, for the sole purpose of furnishing the XBRL Interactive Data Files as Exhibit 101.

No other changes have been made to the Form 10-Q. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.
 
 
 
1

 
 
BRIDGETON TACTICAL ADVISORS FUND, LP
 
INDEX TO FORM 10-Q
 
PART I - FINANCIAL INFORMATION 
 
     
Item 1. 
Condensed Financial Statements 
3 
 
Condensed Statements of Financial Condition 
3 
 
Condensed Schedules of Investments
 
 
Condensed Statements of Income (Loss)
  6 
 
Condensed Statements of Changes in Partners’ Capital (Net Asset Value)
7 
 
Notes to Condensed Financial Statements 
9 
Item 2. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations 
  22 
Item 3. 
Quantitative and Qualitative Disclosures About Market Risk 
25 
Item 4. 
Controls and Procedures 
25 

 
PART II - OTHER INFORMATION
 
 
Item 1. 
Legal Proceedings 
25 
Item 1A. 
Risk Factors 
25 
Item 2. 
Unregistered Sales of Equity Securities and Use of Proceeds 
25 
Item 3. 
Defaults Upon Senior Securities 
26 
Item 4. 
Removed and Reserved
26 
Item 5. 
Other Information 
26 
Item 6. 
Exhibits 
26 

 
2

 
 
PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements

BRIDGETON TACTICAL ADVISORS FUND, LP
CONDENSED STATEMENTS OF FINANCIAL CONDITION
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
CONDENSED SCHEDULES OF INVESTMENTS
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
CONDENSED STATEMENTS OF INCOME (LOSS)
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
CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)
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
NOTES TO CONDENSED FINANCIAL STATEMENTS
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 Commission (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