UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2013~~2014

Commission File Number: 0-23529

BRIDGETON TACTICAL ADVISORS FUND, LP

(Exact name of registrant as specified in its charter)

Delaware		22-2678474
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

4647 Saucon Creek Road, Suite 205

Center Valley, PA 18034

(Address of principal executive offices) (Zip Code)

(610) 366-3922

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Limited Partnership Units

Indicate by check mark if Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

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.

x Yes o x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). ~~x Yes o No~~

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

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

Yes ¨ No x

The Partnership’s limited partnership interests are not traded on any market and, accordingly, do not have an aggregate market value. As of January 31, ~~2014~~2015 the net asset value of the limited partnership interests of the registrant held by non-affiliates of the registrant was approximately $10,~~209~~457,~~000~~505.

TABLE OF CONTENTS

PART I 1 ITEM 1. Business 1 ITEM 1A. Risk Factors 16 ITEM 1B. Unresolved Staff Comments 16 ITEM 2. Properties 16 ITEM 3. Legal Proceedings 16 ITEM 4. Mine Safety Disclosures 16 PART II 17 ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities 17 ITEM 6. Selected Financial Data 17 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 20 ITEM 8. Financial Statements and Supplementary Data 21 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 22 ITEM 9A. Controls and Procedures 22 ITEM 9B. Other Information 23 PART III 23 ITEM 10. Directors and Executive Officers and Corporate Governance 23 ITEM 11. Executive Compensation 29 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 29 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 29 ITEM 14. Principal Accounting Fees and Services 30 PART IV 30 ITEM 15. Exhibits and Financial Statement Schedules 30

		Page
PART I

ITEM 1.	Business	3
ITEM 1A.	Risk Factors	18
ITEM 1B.	Unresolved Staff Comments	18
ITEM 2.	Properties	18
ITEM 3.	Legal Proceedings	18
ITEM 4.	Mine Safety Disclosures	18

PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities	19
ITEM 6.	Selected Financial Data	19
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	22
ITEM 8.	Financial Statements and Supplementary Data	23
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
ITEM 9A.	Controls and Procedures	24
ITEM 9B.	Other Information	24

PART III

ITEM 10.	Directors and Executive Officers and Corporate Governance	25
ITEM 11.	Executive Compensation	31
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	32
ITEM 14.	Principal Accounting Fees and Services	33

PART IV

ITEM 15.	Exhibits and Financial Statement Schedules	33

PART I

ITEM 1. Business.

Summary

Bridgeton Tactical Advisors Fund, LP (formerly called RFMC Tactical Advisors Fund, LP and RFMC Willowbridge Fund, L.P.; the “Partnership”) is a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act. The Partnership’s business is to engage in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts, and forward contracts (“Commodity Interests”). 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 Interests. The objective of the Partnership is the appreciation of its assets through speculative trading.

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 Partnership’s current address is 4647 Saucon Creek Road, Suite 205, Center Valley, PA 18034, and the telephone number for the Partnership and General Partner is (610) 366-3922, the facsimile number is (610) 366-3990, and their e-mail address is info@bridgetonfunds.com and the General Partner’s website is www.bridgetonfunds.com.

The General Partner 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. The General Partner has selected Willowbridge Associates Inc. (“Willowbridge”), Quantitative Investment Management LLC (“QIM”), PJM Capital (“PJM”), DPT Capital Management LLC (“DPT”), 3D Capital Management, LLC (“3D Capital”), ~~and~~ Revolution Capital Management LLC (“Revolution”), ~~(each~~and aBridgeton ~~“Trading~~Fund ~~Advisor”~~Management, ~~and~~LLC (“Bridgeton”) (collectively the “Advisors”) as the Partnership’s trading advisors. A ~~The Managing Director~~ principal of DPT ~~was~~is also a principal of the General Partner ~~prior to October 1, 2013~~. Willowbridge’s main business address is 101 Morgan Lane, Suite 180, Plainsboro, New Jersey 08536 and its telephone number is (609) 936-1100. Willowbridge has been registered as a CPO and a CTA pursuant to the CEA since May 3, 1988 and is a member of the NFA in such ~~capacity since such date~~capacities. QIM’s address is 401 East Market Street, Suite 104, Charlottesville, VA 22902 and its telephone number is (434) 817-4800. QIM has been registered as a CTA with the CFTC since January 16, 2004 and is a member of the NFA in such capacity since such date. QIM became a member of the NFA on January 16, 2004. QIM registered with the NFA as a CPO on April 1, 2005. PJM’s address is 46175 Westlake Drive, Suite 100, Potomac Falls, VA 20165, and its telephone number is (703) 773-7001. PJM has been registered as a CTA and CPO with the CFTC since March 9, 2004 and is a member of the NFA in such capacity since such date. DPT’s address is 213 Nassau Street, Princeton, NJ 08542 and its telephone number is (609) 683-4600. 3D Capital’s address is 16 Peak Farm Road, Stone Ridge, NY 12484 and its telephone number is (609) 974 0405. Revolution’s address is 520 Zang Street, Suite 209, Broomfield, CO 80021 and its telephone number is (720) 496-0940. Bridgeton’s address is 4647 Saucon Creek Rd., Suite 205, Center Valley, PA 18034 and its telephone number is (610) 366-3922. All trading decisions regarding the Partnership are made by the Advisors. See “The Advisors.”

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. Effective August 1, 2011, the Partnership added DPT and PJM as trading advisors in addition to Willowbridge and QIM. From August 1, 2011 to January 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 34% to 43% to Willowbridge, 34% to 35% to QIM, 21% to 15% to PJM and 11% to 7% to DPT. From February 1, 2013 to March 1, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 47% to Willowbridge, 38% to QIM, and 15% to PJM. Effective March 1, 2013 the Partnership added 3D Capital as a trading advisor. From March 1, 2013, to June 30, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 46% to Willowbridge, 36% to QIM, 12% to PJM, and 6% to 3D Capital. From July 1, 2013 to October 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 53% to Willowbridge, 35% to QIM, 12% to 3D Capital. Effective October 22, 2013 the Partnership added Revolution as a trading advisor. From November 1, 2013 to December 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 37% to Willowbridge, 34% to QIM, 6% to 3D Capital, and 23% to Revolution. ~~The~~From January 1, 2014 to April 30, 2014, the Partnership ~~terminated~~allocated its ~~relationships~~trading assets to the Trading Advisors: approximately 40% to Willowbridge, 35% to QIM, and 25% to Revolution. From May 1, 2014 to September 30, 2014, the Partnership allocated its trading assets to the Trading Advisors: approximately 64% to Willowbridge and 36% to Revolution. Effective October 1, 2014, Bridgeton was added as a trading advisor and the allocation was adjusted to 47% for Willowbridge, 16% for Revolution, and 37% to Bridgeton. The Partnership terminated the relationship with DPT, PJM, ~~and~~ 3D Capital, and QIM effective January 31, 2013, July 1, 2013, ~~and~~ December 31, 2013, and April 30, 2014, respectively, and Revolution and Willowbridge were both terminated effective October 31, 2014. Effective November 1, 2014, the Partnership allocated 100% of its trading assets to Bridgeton. 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. These firms offer what the General Partner believes to be unique approaches that complement each other. 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. PJM Capital began its research and proprietary test trading in 2003, culminating in new models built around volatility mean reversion and nonlinear position sizing consistent with markets as representations of Complex Adaptive Systems. DPT Capital Management’s investment approach is quantitative and highly systematic and is based on founder Prof. John M. Mulvey’s innovative risk management and portfolio allocation technology known as Dynamic Portfolio Tactics™. 3D Capital’s 3D Bull Program and 3D Blend Program utilize a systematic approach in futures contracts on domestic stock indices. Revolution’s Program utilizes rigorous statistical methods to uncover and exploit numerous inefficiencies in futures markets. 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.

The Partnership is designed to permit investors to participate in the financial advantages presented by trading in Commodity Interests. However, trading in Commodity Interests does entail significant risks, and it is possible that an investor in the Partnership could lose its entire investment. Trading in Commodity Interests is speculative, volatile and highly leveraged and may be riskier and more volatile than many other investments. Further, the Partnership is obligated to pay trading and operational expenses and pay incentive fees, if any, which could materially affect the net results of an investment in the Partnership by reducing net profits or increasing net losses, and the Partnership will be required to make trading profits in the amount of such charges and fees, less interest earned, to avoid depletion or exhaustion of its assets and to generate any profits for the Partnership and the Limited Partners. There can be no assurance that the Partnership will achieve any profits.

In accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (the "Limited Partnership Agreement"), the Partnership offers Class A and Class B limited partnership interests in 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 interests up to an aggregate of $100,000,000, subject to increase by the General Partner in increments of $10,000,000 after notice to the limited partners of the Partnership. Effective November 1, 2014, the only difference between Class A and Class B is the Placement Agent Trail Fee charged per class. The Partnership pays properly registered selling agents a monthly Placement Agent Trail Fee of 0.083% (1.0% per year) for their ongoing service to the Partnership with regard to any Class A interests sold by said selling agent or a Fee of 0.167% (2.0% per year) for their ongoing service to the Partnership with regard to any Class B2 interests sold by said selling agent. There is no Placement Agent Trail Fee paid on Class B1 interests. Prior to November 1, 2014, Class A Interests ~~pay~~paid 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). and Class B Interests ~~pay~~paid to the General Partner commissions of up to 6.0% annually of the net asset value of the Class B partners’ capital. ~~The~~To the extent that the General Partner ~~will~~paid ~~pay~~less upthan to 3.0% ~~from this amount~~ to ~~properly~~a ~~registered~~ selling ~~agents~~agent aswith ~~their~~respect ~~compensation,~~to ~~and~~any toClass ~~the~~B ~~extent~~limited ~~the~~partnership ~~amount~~interests issold ~~less~~by ~~than~~such ~~3.0%~~selling agent, the brokerage fee charged with respect to ~~such~~those Class B limited partnership interests ~~will~~would be reduced accordingly. Effective November 1, 2014, each of Class A Interests and Class B Interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.13% (1.56% per year) of the net asset value of the Class A Interests and Class B Interests as of the beginning of each month. The General Partner ~~pays~~will pay from this amount all ~~commission~~floor ~~charges~~brokerage, exchange, clearing and NFA fees with respect to the Partnership’s trading, inbut ~~Commodity~~the Partnership will pay all other execution costs, including give-up charges and ~~Futures~~service ~~Contracts~~fees assessed by certain forward dealing desks. The General Partner will pay from its own funds any futures brokerage commission and fees (except for certain execution costs as noted above) incurred by the Partnership in excess of the flat monthly rate it receives from the Partnership. The flat-rate monthly commission is common among programs such as the Partnership.

The General Partner

The General Partner, to the exclusion of the limited partners of the Partnership (the “Limited Partners”), manages and conducts the business of the Partnership. The General Partner (i) selects and monitors the independent commodity trading advisors and the commodity brokers; (ii) allocates and/or reallocates assets of the Partnership to or from the advisors; (iii) determines if an advisor or commodity broker should be removed or replaced; (iv) negotiates management fees, incentive fees and brokerage commissions; and (v) performs such other services as the Partnership may from time to time request.

The General Partner is responsible for the allocation of the Partnership’s capital among various investment programs. The Partnership’s capital currently is allocated to Willowbridge’s Primary Investment Program, QIM’s Global Program, and Revolution’s Alpha Program. See “Trading Programs.” The General Partner, in the future, may allocate the Partnership’s assets to other trading programs. In addition, an affiliate of the General Partner is the introducing broker for the Partnership. Under the terms of the Amended and Restated Limited Partnership Agreement of the Partnership (the “Partnership Agreement”), the General Partner maintains a general partner contribution of $1,000 to the Partnership. The individual principals of the General Partner are Stephen J. Roseme and Jeffrey Brian Mokychic. The trading principal is Mr. Roseme. See “Directors and Executive Officers.”4

2The General Partner is responsible for the allocation of the Partnership’s capital among various investment programs. The Partnership’s capital currently is allocated to Bridgeton Fund Management’s Style Beta Strategy. See “Trading Programs.” The General Partner, in the future, may allocate the Partnership’s assets to other trading programs. In addition, an affiliate of the General Partner is the introducing broker for the Partnership. Under the terms of the Amended and Restated Limited Partnership Agreement of the Partnership (the “Partnership Agreement”), the General Partner maintains a general partner contribution of $1,000 to the Partnership. The individual principals of the General Partner are Mark D. Bradbury, Stephen J. Roseme, and Jeffrey Brian Mokychic. The trading principals are Mr. Bradbury and Mr. Roseme. Jason Valentz is pending registration as a principal and trading principal as of March 17, 2015. See “Directors and Executive Officers.”

Trading of Futures Contracts, Options on Futures Contracts, and Forward Currency Contracts

Futures contracts are contracts made on or through a commodity exchange and provide for future delivery of agricultural and industrial commodities, precious metals, foreign currencies or financial instruments, and in the case of certain contracts, such as stock index futures contracts and Eurodollar futures contracts, provide for cash settlement. Such contracts are uniform for each commodity on each exchange and vary only with respect to price and delivery time. A contract to buy or sell may be satisfied either by making or taking delivery of the commodity and payment or acceptance of the entire purchase price therefore or by offsetting the obligation with a contract containing a matching contractual obligation on the same (or a linked) exchange prior to delivery. In futures and forward trading, capital is not used to acquire a physical asset but only as security for the payment of losses incurred in open positions. United States commodity exchanges individually or, in certain limited situations, in conjunction with certain foreign exchanges, provide a clearing mechanism to facilitate the matching of offsetting trades. Once trades made between members of an exchange have been confirmed, the clearinghouse is substituted for the clearing member acting on behalf of each buyer and each seller of contracts traded on the exchange and in effect becomes the other party to the trade. Thereafter, each clearing member party to the trade looks only to the clearinghouse for performance. Clearinghouses do not deal with customers, but only with member firms, and the "guarantee" of performance under open positions provided by the clearinghouse does not extend to customers. If a customer's commodity broker becomes bankrupt or insolvent, or otherwise defaults on such broker's obligations to such customer, the customer in question may not receive all amounts owing to such customer in respect of trading, despite the clearinghouse fully discharging all of its obligations.

Two broad classifications of persons who trade in commodity futures are “hedgers” and “speculators.” Commercial interests, including banks and other financial institutions, and farmers, who market or process commodities, use the futures markets for hedging. Hedging is a protective procedure designed to minimize losses that may occur because of price fluctuations. The usual objective of the hedger is to protect the profit that he expects to earn from his financial operations, rather than to profit strictly from his futures trading. The commodity markets enable the hedger to shift the risk of price fluctuations to the speculator.

The speculator, such as the Partnership, risks its capital with the hope of making profits from the price fluctuations in futures contracts. The speculator assumes the risks which the hedger seeks to avoid. Speculators rarely expect to take or make delivery of the cash or actual physical commodity in the futures market. Rather, they generally close out their futures positions by entering into offsetting purchases or sales of futures contracts. Because the speculator may take either a long or short position in the futures markets, it is possible for the speculator to earn profits or incur losses regardless of the direction of price trends. Generally, commodities trades made by the Partnership are for speculative rather than for hedging purposes.

The justification for futures trading is that it provides the means for those who produce or deal in cash commodities to hedge against unpredictable price changes. Price fluctuations affect the value of inventory, the cost of production and the competitive pricing of end products. The risks of price fluctuation confront and threaten a diverse set of firms that merchandise, store or process large volumes of cash commodities. Government securities dealers, for example, often maintain a large inventory of notes and bonds. Even a small increase in prevailing interest rate levels can significantly reduce the value of those inventory holdings, and hence the price at which they can be sold. In determining the pricing of its output, the large baker, for example, is subject to the market prices of its raw materials, such as wheat, sugar and cocoa. A sudden increase in the prices of these materials will raise the cost of production and negatively affect the competitiveness of the finished product. Other entities that face the risks associated with market price fluctuation include farmers, grain elevator operators, importers, refiners and commercial banks. The constraint these entities face is that there are no short run substitutes for certain items essential for continued operation. The baker cannot function without flour, the securities dealer without bonds or the refiner without crude oil. As a result, the need arises for a vehicle through which commercial entities as a group can transfer the risk of price fluctuation to some other group that is willing to bear that risk. The futures markets exist as the vehicle that allows the transfer of price risk from commercial entities, called hedgers, to risk-bearing entities, called investors or speculators.

Investment Philosophy

The General Partner believes that, if an investor utilizes a disciplined approach to managing risk, and is appropriately capitalized, the investor will earn a premium for bearing risk. It is this premium that is the source of returns to futures investing. The returns to futures investing are driven by events that upset the supply and demand equilibrium of the underlying commodity market. For example, a change in the prime rate will affect interest rate and currency instruments, a drought will alter the production expectations for agricultural products, or the prospect of a war in the Middle East will cause the prices of crude oil and its derivatives to fluctuate. It is during these periods of disruption that the risk premium generally is paid. Conversely, when commodity markets are stable and directionless, returns from risk premiums are not to be expected. Since traditional investment instruments like stocks and bonds perform poorly during disruptive periods and well in a stable economic environment, a futures investment can offer the potential benefits of diversification to a traditional portfolio.

The General Partner believes that two important considerations in evaluating an investment opportunity are whether the investment has a sound underlying economic foundation for its expected return and whether the approach employed by the investment’s manager has the capability to realize that return. The General Partner’s approach to investment in futures is designed to achieve consistent profits over the long term. The key to the General Partner’s investment approach is diversification among trading methods and among markets, which is intended to reduce the variability of returns while maintaining the ability to capitalize on profitable trends.

The General Partner allocates the Partnership’s capital to investment programs of the Advisors, which use a mix of trading strategies that (i) have demonstrated the ability to achieve long-term trading success and (ii) enhance the diversification characteristics of the account. The General Partner measures the success of an investment program by its trading and research results and experience.

The General Partner believes that an account should be considered a long-term investment in order to afford the different trading strategies and investment programs time to operate under a variety of different market conditions. Consequently, the General Partner may choose not to reallocate capital from or terminate an investment program or trading strategy even if that investment program or trading strategy has had an unprofitable period of significant duration. As the performance of the investment programs and trading strategies vary, the percentage of the Partnership’s capital under the management of each may vary also. Therefore, it is unlikely that the current capital allocations will in fact be the actual allocations at any time during the Partnership’s operations. When capital is withdrawn from the Partnership, the capital under each Advisor’'s management will be as determined by the General Partner. If an Advisor uses more than one trading strategy to trade for the Partnership, the capital under each trading strategy will be reduced in amounts determined by the Advisor, in consultation with the General Partner.

Extensive leverage is available in futures markets. The General Partner will monitor each Advisor’s trading so that leverage remains within levels acceptable to the General Partner, in its sole discretion. In general, the General Partner anticipates that margin commitments for the Partnership will range between 15% and 40% of capital. Margin commitments represent that portion of the capital of the Partnership which is committed as margin for futures contracts. Margins are good faith deposits which must be made with a commodity broker in order to initiate or maintain an open position in a futures contract.

Neither the Partnership nor the General Partner has any employees. Fund administration, calculation of the net asset value and management information systems are provided by NAV Consulting, Inc., and marketing and client services are provided by Bridgeton Global Investors, Inc., an affiliate of the General Partner.

The Advisors

Willowbridge

Willowbridge is a global trading advisor trading in futures, forward, spot and option contracts and related instruments for international banks, brokerage firms, pension funds, institutions and high net worth individuals. Willowbridge was organized as a Delaware corporation in January 1988 and trades on a 24-hour basis in over 70 markets worldwide. The primary activity of Willowbridge is to buy, sell (including short sales), make a spread or otherwise trade in Commodity Interests. Willowbridge may, to a limited extent, also trade in other instruments. The trading principals of Willowbridge are Philip L. Yang, Michael Y. Gan, and James A. Datri. See “Directors and Executive Officers.”

QIM

QIM is a Virginia limited liability corporation formed on May 27, 2003. The trading principals of QIM are Jaffray Woodriff, Michael Geismar and Greyson Williams. QIM uses a proprietary predictive framework to trade its Global Program, a short-term managed futures strategy that trades 54 contracts in 6 sectors worldwide.

PJM

PJM is a limited liability company formed under the laws of Virginia. The trading principal of PJM is Peter F. Matthews, PhD. The PJM’s trading strategy is a dynamic adaptive portfolio asset allocation system that seeks to maximize exposure to smooth, low volatility price paths (whether up or down) while minimizing exposure to volatile markets. The models use sophisticated proprietary volatility measures to determine the allocation to the markets traded.

DPT

DPT Capital Management, LLC is a Delaware limited liability company. DPT develops and implements quantitative investment strategies based on Professor John M. Mulvey’s innovative risk management and investment technology. The Trading Principals of DPT are John M. Mulvey, Robert L. Lerner, Woo Chang Kim and Stephen Roseme. Mr. Lerner serves as the Managing Director of DPT and Mr. Roseme serves as principal of DPT. Mr. Lerner (served as a principal and owner of Bridgeton Fund Management, LLC, the General Partner, from December 31, 2010 through October 1, 2013). ~~and~~He now serves as an advisor to the General Partner. Mr. Roseme ~~serve~~also serves as ~~principals~~a principal and ~~owners~~owner of Bridgeton Fund Management, LLC, the General Partner.

3D Capital

3D Capital Management, LLC is a Delaware limited liability company organized in March 2010 and has been registered with the CFTC as a commodity trading advisor and a member of the NFA since April 2010. Eric Dugan is a founding principal of 3D Capital, and its sole Managing Member. As such, he is solely responsible to manage all aspects of its operations, including the design and implementation of its trading systems. Mr. Dugan is an accomplished investment industry professional, with over 18 years of portfolio management experience involving the development and trading of global short-term systematic trading strategies.

Revolution

Revolution Capital Management is a Colorado Limited Liability Company formed on March 3, 2004. The principals of Revolution are Mark Andrew Chapin, Michael David Mundt, and Theodore Robert (“Rob”) Olson. Mark’s primary focus is the development of short-term trading methodologies for Revolution. Michael’s tasks primarily consist of model development, business/marketing, and coordinating Revolution’s overall business and trading strategy. Rob oversees the architecture and development of the hardware and software computing infrastructure at Revolution.

Bridgeton

Bridgeton Fund Management LLC is a Delaware limited liability company formed in December 2010 has been registered with the CFTC pursuant to the Commodity Exchange Act as a Commodity Pool Operator since January 11, 2011 and has been a member of the NFA since January 11, 2011. Bridgeton additionally has been registered as a Commodity Trading Advisor with the CFTC since September 3, 2014. The individual principals of Bridgeton are Mr. Bradbury, Mr. Roseme and Jeffrey Brian Mokychic. Jason Valentz is pending registration as a principal as of March 17, 2015.

Trading Programs

Commodity traders generally rely on either technical or fundamental analysis, or a combination thereof, in making trading decisions and attempting to identify price trends. Fundamental analysis looks at the external factors that affect the supply and demand of a particular commodity in order to predict future prices. As an example, some of the fundamental factors that affect the demand of a foreign currency, like the British pound, are the inflation and interest rates of the currency’s domestic market, exchange controls, and the country’s balance of trade, business climate and political stability. The supply of a currency may be determined by, among other things, government spending, credit controls, domestic money supply and prior years’ trade balances. Some of the fundamental factors that affect the supply of an agricultural commodity, such as corn, include the acreage planted and factors affecting crop conditions such as drought, flood and disease. The demand for corn consists of domestic consumption and exports, and is a product of many things, including general world economic conditions, as well as the cost of corn in relation to the cost of competing products such as soybean meal, wheat, oats and barley.

Technical analysis is not based on the anticipated supply and demand of the cash (actual) commodity; instead, it is based on the theory that a study of the markets themselves will provide a means of anticipating future prices. Technical analysis of the markets generally will include a study of the actual daily, weekly and monthly price fluctuations, volume variations and changes in open interest, utilizing charts or computers for analysis of these items.

The investment programs and trading strategies which the General Partner has selected to trade the Partnership’s assets are described below, and from time to time may be changed or refined. Additional trading programs may be developed by the Advisors or other trading advisors who may be employed in trading the assets of the Partnership.

Each trading system employed by the Advisors will attempt to detect trends in price movements for futures, option, forward and spot contracts. All successful speculative commodity trading depends upon establishing a position and then maintaining that position while the market moves in favor of the trader. Technical trading systems seek to establish such positions and to exit the market and establish reverse positions, or both, when the favorable trend either reverses or does not materialize. No such system will be successful if the market is moving in an erratic and non-trending manner or if the market moves in the direction opposite to that predicted by the system. Because of the nature of commodity markets, prices frequently appear to be trending when the market is, in fact, without a trend. In addition, a trading system may identify markets as trending favorably to a particular position in the market even though actual market performance thereafter is the reverse of the trend identified.

The investment programs and trading strategies to be followed by the Advisors do not assure the success of the Partnership. Investment decisions made in accordance with these programs and strategies will be based on an assessment of available facts. However, because of the large quantity of facts at hand, a number of available facts may be overlooked. Variables may shift and any investment decision must, in the final analysis, be based on the judgment of the Advisors. Accordingly, no assurance can be given that the Advisors’ investment programs and trading strategies will result in profits to investors in the Partnership.

In general, the Advisors manage risk on a market-by-market level as well as on an overall portfolio level. On the market level, risk is managed primarily by utilizing proprietary volatility filters. When these filters detect a certain excessive level of volatility in a particular market, they will signal that the trading strategies should reduce exposure or stop trading altogether in the particular market. In this way, the trading strategies generally will not participate in markets in which there are extremes in market action. On the portfolio level, risk is managed by utilizing proprietary portfolio cutback rules. When cumulative profits have reached a certain level, these rules determine that positions should be reduced across the entire portfolio. In this way, risk is reduced while allowing the trading strategies to continue to participate in the markets, albeit at a reduced level. After the portfolio has been traded at reduced levels, these rules will then determine when to increase positions.

Allocation of Capital

The Partnership’s assets are currently traded pursuant to ~~Willowbridge~~Bridgeton’s ~~Primary~~Style ~~Investment~~Beta ~~Program, QIM’s Global Program, and Revolution’s Alpha Program~~Strategy. The General Partner, in the future, may allocate the Partnership’s assets to other trading strategies and investment programs.

Willowbridge’s Primary Investment Program

Under the Primary Investment Program, Willowbridge has the discretion, based upon its periodic evaluation of market conditions, to determine which trading system to use for a given market and to initially allocate and subsequently reallocate among such trading strategies and components of such trading strategies. For example, if Willowbridge believes that we are in a period in which the grain markets are likely to perform well, it may apply the Argo and Titan trading systems to the grain markets since these trading systems typically have performed well in similar environments. Also, if Willowbridge does not believe market conditions warrant trading in a particular market, no positions will be taken. Typically, changes in trading systems used for particular markets are made infrequently. Effective January 2008, approximately one-half of the assets traded by Willowbridge pursuant to the Primary Investment Program have been allocated to the Argo System and approximately one half have been allocated to the Vulcan System. Willowbridge, in consultation with the General Partner, may change the allocation of the assets it trades pursuant to the Primary Investment Program among the trading systems and among the commodities traded pursuant thereto. If the assets of the Partnership allocated to the Primary Investment Program fall below $5,000,000, Willowbridge may not be able to trade the Primary Investment Program portfolio.

Description of Trading Systems in the Primary Investment Program

The trading systems used by Willowbridge are proprietary and confidential. The descriptions herein are of necessity, general and not intended to be exhaustive.

Vulcan Trading System

The Vulcan Trading System (“Vulcan”), which commenced trading in 1988, is a computerized technical trading system. It is not a trend-following system, but does ride a trend when the opportunity arises. Vulcan uses the concepts of pattern recognition, support/resistance levels, and counter-trend liquidations in making trading decisions. In effect, Vulcan is more akin to a systematic technical charting system, as opposed to most computer systems which are based on pure trend-following calculations.

The Vulcan System is based on general technical trading principles that over time have repeatedly shown their validity as price movement forecasters. As used in connection with the Partnership, it applies these principles to a diversified portfolio of financial instruments and currencies. Given that the system is based on general principles, the system parameters used are the same for all items in the portfolio and are not optimized. In this manner, the Vulcan System minimizes the problem of data-fitting.

Vulcan determines, on a daily basis, whether to be long, short or flat or/in each of the various markets in its portfolio. The Vulcan portfolio traded for the Primary Investment Program includes:

Grains:	Corn, Wheat, Soybeans, Soybean Meal, Soybean Oil
Precious Metals:	Gold, Silver
General:	Crude Oil, Heating Oil, Unleaded Gasoline, Natural Gas, Copper, Sugar, Coffee, Cocoa, Cotton, Live Cattle
Domestic Financial Instruments:	Treasury Bonds, Treasury Notes, Eurodollars
Foreign Financial Instruments:	EuroYen, Japanese Bonds, Australian T-Bills, Australian T-Bonds, Short-Sterling, Gilts, Euribor, Euro-Swiss, Bunds, Bobls, Shatz
Currencies:	Pound Sterling, Canadian Dollar, Swiss Franc, Japanese Yen, Australian Dollar, EuroFX, EuroYen, Euro Pound

The above list is provided only as an indication of markets traded since Willowbridge removes and adds markets to the list from time to time.

It is intended that approximately 10% to 40% of the assets under management pursuant to the Vulcan System normally will be committed as margin for Commodity Interest trading, but from time to time, the percentage of assets committed may be substantially more or less. Positions are generally held from 10 to 15 trading days.

Argo Trading System

The Argo Trading System (“Argo”) commenced trading in 1988. Argo essentially incorporates Vulcan’s concepts of pattern recognition, support/resistance levels and counter-trend liquidations. However, Argo has a relatively longer time horizon than Vulcan and attempts to capture longer-term price moves. The Argo portfolio includes the instruments traded in the Vulcan portfolio.

It is intended that Argo’s positions will generally be held from 20 to 30 trading days (but may be longer or shorter) with approximately 10% to 40% of assets under management normally committed as margin for Commodity Interest trading, but from time to time the percentage of assets committed may be substantially more or less.

QIM’s Global Program

Predictive Modeling

QIM believes that financial markets are not entirely efficient. Numerous small inefficiencies exist which QIM believes can be exploited through the prudent use of robust quantitative analysis and predictive technologies.

QIM currently employs numerous quantitative trading models that utilize pattern recognition to predict all types of price movements. All models are tested across massive data sets that expose them to a wide range of market, economic, and political environments, as well as a wide range of time frames and interactions. Only those models that prove to be the most robust, statistically significant, and conceptually diverse are used in actual trading. The resultant system of models creates predictions on a daily basis that have resulted in excellent outperformance versus most benchmarks over the past six and a half years.

QIM’s trading strategies and models may be revised from time to time as a result of ongoing research and development that seeks to devise new strategies and systems, as well as to improve current methods. As a result of research, the strategies and systems used by QIM in the future may differ from those presently used. Changes to risk weightings, execution factors and the active universe of futures contracts traded may occur from time to time, for example, without notice to clients of QIM. Although these underlying parameters evolve over time, these adjustments do not represent material changes to the predictive framework itself. QIM has informed the Partnership that it will notify the Partnership in advance of a material change to this fundamental trading approach.

Risk Management

QIM believes that the enduring success of any trading program relies heavily on the risk management used in implementing the strategy.

QIM applies highly sophisticated risk management procedures that take into account the price, size, volatility, liquidity, and inter-relationships of the markets traded. On the portfolio level, account risk is monitored on a daily basis to target a specific standard deviation of daily returns. For the standard version of the Global Program, annualized volatility is targeted at 12%.

During significant drawdowns in equity, QIM reduces market exposure by scaling back the overall leverage.

Execution

The execution of QIM’s trading strategies is systematic. All facets of the predictive models, risk management, and trade allocation are fully automated. However, discretion plays a role in the evolution of the trading system over time as QIM does seek improvements to the trading strategy.

In addition to the abundance of technologies driving the daily trading, QIM’s staff monitors every market in which it trades on a daily basis and monitors numerous other factors, including, but not limited to: volume and open interest, news, correlation pairings, cash prices, opening calls, slippage and volatility.

Markets Traded

QIM may trade in some or all of the following markets:

Currencies

British Pound

Euro Currency

Japanese Yen

Canadian Dollar

Australian Dollar

Mexican Peso

Swiss Franc

US Dollar Index

Energies

Crude Oil

Brent Crude Oil

RBOB Gasoline

Natural Gas

Heating Oil

WTI Crude

GasOil

Grains

Corn

Soybeans

Wheat

Soybean Meal

Soybean Oil

Live Cattle

Cocoa

Coffee

Cotton

Sugar

Stock Indices

E-mini S&P 500 (USA)

E-mini Nasdaq 100 (USA)

E-mini Dow (USA)

E-mini S&P MidCap 400 (USA)

Russell 2000 Mini (USA)

Dax (Germany)

DJ Euro Stoxx 50 (Europe)

FTSE 100 (Great Britain)

Nikkei 225 (Japan)

Nikkei 225 (SIMEX)

Nikkei 225 (OSE)

KOSPI Hang Seng (Hong Kong)

S&P ASX 200 (Australia)

MSCI Taiwan

MSCI Singapore

CAC-40 (France)

S&P CNX Nifty Index (India)

TOPIX

Interest Rates

US 10 Year Note

US 2 Year Note

US 5 Year Note

Eurodollar

Euro-Bund

Euribor

Euro-Schatz

Euro-Bobl

Long Gilt

Short Sterling

JGB

US Treasury Bond

Ultra T-Bond

Metals

Gold

Silver

Copper

Palladium

Platinum

QIM’s programs seek to profitably trade each of the markets in which they participate while taking advantage of the diversification available from such a varied list of futures contracts. The trading programs often take opposing long and short positions within the same or related classes of correlated futures. Taken in conjunction with the powerful effect of diversification across a broad range of contracts, this generally results in far less risk than trading a single market with similar leverage. Other futures contracts or currencies may be added to the QIM Global Program if QIM’s research demonstrates that such an addition would enhance that program’s performance.

The trading strategies used by QIM are proprietary and confidential. The descriptions herein, therefore, are of necessity, general and not intended to be exhaustive.

PJM

The PJM trading strategy is a dynamic adaptive portfolio asset allocation system that seeks to maximize exposure to smooth, low volatility price paths (whether up or down) while minimizing exposure to volatile markets. The models use sophisticated proprietary volatility measures to determine the allocation to the markets we trade.

The trading strategies used by PJM are proprietary and confidential. The descriptions herein are of necessity, general and not intended to be exhaustive.

DPT

DPT’s investment approach is quantitative and highly systematic and is based on founder Prof. John M. Mulvey's innovative risk management and portfolio allocation technology known as Dynamic Portfolio TacticTM.

The trading system used by DPT is proprietary and confidential. The descriptions herein are of necessity, general and not intended to be exhaustive.

3D Capital

The Partnership allocated to two of 3D’s trading programs: the 3D Bull Program and the 3D Blend Program, both of which trade in futures contracts on domestic stock indices (generally, the S&P 500 futures contract, or the e-mini version).

The Bull Program seeks to offer clients a viable alternative to “buy and hold” strategies that have significantly whipsawed stock market investors in recent years, by attempting to capture upside potential in the U.S. stock market while protecting against downward moves. The Blend Program attempts to profit from stock market moves in both directions, with relatively low performance volatility relative to the volatility of the broad market.

Revolution

Revolution utilizes rigorous statistical methods to uncover and exploit numerous inefficiencies in futures markets. Revolution utilizes multiple different model architectures encompassing several hundred independent signal generators for each market traded and combines these signals in a proprietary manner to maximize risk-adjusted performance. All trading signals are generated and followed in a systematic manner, although Revolution reserves the right to override the system in a discretionary manner in the event of extreme or extraordinary market conditions.

Revolution's overall model ensemble exploits inefficiencies over short to long-term time scales, which we define as a 1 to 200 day range. The models attempt to profit from price trends, but not all of the models used are "trend-following" in nature. Revolution is involved in ongoing research and development and will continue to add models to the trading ensemble as they are developed and validated. The offered trading programs use various combinations of models from the ensemble. Thus, the overall strategy for an offered program may change over time, and clients will not necessarily be informed of these changes as they occur.

Bridgeton

Bridgeton’s Style Beta Program commenced trading in September, 2014. The Program determines, on a daily basis, whether to be long, short or flat the various instruments in its portfolio. The Portfolio currently trades 34 assets included below:

Equity Indices: S&P500, Nasdaq, Euro Stoxx, FTSE, and Nikkei 225

Bonds: 10 year Treasury, 30 Year Bond, Bund, Long Gilt, JGB and BOBL

Currencies: AUD, BP, CAD, Euro, Yen and CHF

Energies: Crude Oil, Heating Oil, RBOB, Brent Crude, Gas Oil and Nat Gas

Metals: Gold and Copper

Ag Complex: Corn, Soybeans, Bean Oil, Wheat, Live Cattle and Lean Hogs

Softs: Cotton, Coffee and Sugar

It is intended that approximately 10% to 20% of the assets under management pursuant to Bridgeton Style Beta Program will be committed as performance margin for the purpose of trading, but from time to time, the percentage of assets committed may be substantially more or less. Positions are generally held from 10 to 60 trading days.

Trading Policies

In its trading activities, the Partnership will adhere to the following policies. The General Partner will notify limited partners of any changes in these trading policies.

1. The Partnership will not lend or borrow money, although the Partnership may utilize lines of credit for trading forward contracts.

2. The Partnership will not commingle its assets with those of other persons, except as permitted under the CEA and the rules and regulations promulgated thereunder.

3. The Partnership will not trade bank forward contracts with or through any bank that, as of the end of its latest fiscal year, had an aggregate balance in its capital, surplus and related accounts of less than $100,000,000, as shown by its published financial statements for such year.

4. The Partnership will not purchase, sell or trade securities, except securities approved by the CFTC for investment of customer funds. The Partnership may trade in futures contracts on securities and securities indices, options on such futures contracts, and other commodity options.

The Commodity Brokers and Introducing Broker

The Partnership executes and clears trades in futures and commodity options through ADM Investor Services, Inc. (“ADMIS”), Newedge USA, LLC (“NUSA”), FC Stone, LLC, and other unaffiliated clearing brokers selected by the General Partner. The General Partner may retain additional or substitute clearing brokers in the future.

ADMIS is a registered futures commission merchant and is a member of the NFA. Its main office is located at 141 W. Jackson Blvd., Suite 1600A, Chicago, IL 60604.

NUSA is a registered futures commission merchant and is a member of the NFA. Its main office is located at 550 West Jackson, Suite 500, Chicago, IL 60661.

FC Stone, LLC is a registered futures commission merchant and is a member of the NFA. Its main office is located at 2829 Westown Parkway, Suite 100, West Des Moines, IA 50266.

Bridgeton Global Investor Services, Inc. (“Bridgeton Global”) is the Partnership’s introducing broker and will introduce the Partnership's account to the clearing brokers in exchange for receiving a portion of the brokerage commissions charged by the clearing brokers. Bridgeton Global is an affiliate of the General Partner. Each of ADMIS, NUSA, and FC Stone, LLC acts only as clearing broker for the Partnership and as such is paid commissions for executing and clearing trades on behalf of the Partnership. None of ADMIS, NUSA, or FC Stone, LLC will act in any supervisory capacity with respect to the General Partner or participate in the management of the General Partner or the Partnership.

The assets of the Partnership are deposited with ADMIS, NUSA, and FC Stone, LLC in trading accounts established by the Partnership for the Advisors and are used by the Partnership as margin to engage in trading. Each of the clearing brokers is a futures commission merchant registered with the CFTC. Such assets are held in either an interest-bearing bank account or in securities approved by the CFTC for investment of customer funds. The clearing brokers through clearing futures trades for its customers, including the Partnership, could expose the Partnership to credit risk. The clearing brokers attempt to mitigate this risk relating to futures contracts in regulated commodities by maintaining funds deposited by customers in separate bank accounts, which are designated as segregated customers’ accounts. In addition, the clearing brokers have set aside funds deposited by customers relating to foreign futures and options in separate bank accounts, which are designated as customer secured accounts. Lastly, the clearing brokers are subject to the CFTC’s Net Capital Rule, which requires the clearing brokers to maintain minimum net capital of at least 4% of the segregated customer funds as defined by the CEA and regulations promulgated thereunder.

The clearing brokers must comply with the settlement procedures established by the clearinghouse of each exchange where the clearing broker is a clearing member. The rules of exchange vary, but at a minimum the exchange guarantees performance on every contract to each of its clearing members. Thus, once a trade between two clearing members is matched by the exchange, the rights and obligations under the futures or options contract do not run between the original buyer and seller, but between the clearing member and the seller of the contract, and between the clearing member and the buyer. The clearinghouse sets a settlement price for settling all accounts between clearing members for each contract month. Unliquidated positions on outstanding contracts are marked to market at least once a day via midday and/or morning calls to determine any additional margin requirements. In general, a clearinghouse is backed by the membership and will act in the event of non-performance by one of its members or one of the member’s customers, the intent of which is to significantly reduce credit risk. If a clearing broker is not a member of an exchange clearinghouse, it will comply with the settlement procedures established with the actual carrying brokers and will operate through them. Settlement of calls on such contracts may take an extra day on U.S. exchanges or two extra days on non-U.S. exchanges. Additional margin requirements are wire-transferred by the clearing brokers to the appropriate clearinghouse. During the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the Partnership had no material credit risk exposure to a counterparty that is a foreign commodities exchange.

Fees and Expenses

The General Partner

Effective January 1, 2012 through October 31, 2014, the General Partner ~~charges~~charged a management fee each beginning of month at 1/12 of 1% of the Partnership’s net assets at the beginning of the respective month. InEffective ~~addition~~November 1, ~~Class~~2014, ~~A Interests pay to~~ the General Partner charges a ~~flat-rate~~management ~~monthly~~fee ~~brokerage~~each ~~commission~~beginning of ~~approximately~~month at 1/12 of 0.2935% of the Partnership’s net ~~asset~~assets ~~value~~at ~~of Class A Interests as of~~ the beginning of ~~each~~the ~~month~~respective ~~(a 3~~month.5% ~~annual~~In ~~rate) for the period~~addition, ~~January~~from August 1, 2002 tothrough ~~July~~October 31, ~~2002. Beginning August 1~~2014, ~~2002,~~ Class A Interests ~~pay~~paid to the General Partner a flat-rate monthly brokerage commission of approximately 0.33% of the net asset value of Class A Interests as of the beginning of each month (a 4.0% annual rate). During this same period, Class B Interests ~~pay~~paid to the General Partner commissions of up to 6.0% annually of the net asset value of the Class B partners’ capital equal to the following percentages: Series 1-3%, Series 2-6% and Series 3-5%. ~~The~~To ~~General~~the ~~Partner~~extent ~~will~~that ~~pay~~the upGeneral toPartner ~~3.0~~paid ~~percent~~less ~~from~~than ~~this~~3% ~~amount~~ to ~~properly~~a ~~registered~~ selling ~~agents~~agent aswith ~~their~~respect ~~compensation,~~to ~~and~~any toClass ~~the~~B ~~extent~~limited ~~the~~partnership ~~amount~~interests issold ~~less~~by ~~than~~such 3%selling agent, the brokerage fee charged with respect to ~~such~~those Class B limited partnership interests ~~will~~would be reduced accordingly. Effective November 1, 2014, the Class A and Class B limited partnership interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.13% of the net asset value of the respective classes’ limited partnership interests as of the beginning of each month (a 1.56% annual rate). The General Partner will pay from this amount all floor brokerage, exchange, clearing and NFA fees with respect to the Partnership’s trading, but other execution costs, including give-up charges (charges paid to a party for executing trades that will be cleared by a third party) and service fees assessed by certain forward dealing desks, will be paid by the Partnership. The General Partner will pay from its own funds any futures brokerage commission and fees (except for certain execution costs as noted above) incurred by the Partnership in excess of the flat monthly rate it receives from the Partnership. The flat-rate brokerage commission to the General Partner is calculated after reduction for any brokerage commissions due at the end of the immediately preceding month, any redemptions or distributions as of such immediately preceding month-end and any accrued incentive fees as of such immediately preceding month-end, and after including the interest credits for such immediately preceding month-end and any additions as of the beginning of the month for which the flat-rate brokerage commission is being calculated. Lastly, in the event the flat-rate monthly brokerage commission payable by the Partnership to the General Partner at any time exceeds the actual brokerage commissions and related fees to which such flat-rate brokerage commission is applied, the General Partner will pay a portion of such excess to Limited Partners who became Limited Partners prior to September 1995, the date as of which the Partnership ceased to be a proprietary pool under CFTC Rules, which portion paid to any such Limited Partner shall not exceed such Limited Partner’s pro rata share of the actual brokerage commissions and related fees paid by the Partnership. The General Partner may also pay a portion of such excess to properly registered selling agents as compensation for their ongoing services to the Partnership, which portion paid to any one selling agent is not expected to exceed 1% per annum of the net asset value of the limited partnership interests sold by such selling agent.

The Partnership’s “Net Assets” shall mean the total assets of the Partnership including all cash and cash equivalents, accrued interest and the fair value of all open commodity contracts and other assets maintained by the Partnership, less all liabilities and reserves of the Partnership, including accrued management and incentive fees, determined in accordance with the principles specified in Paragraph 6 of the Limited Partnership Agreement and, where no principle is specified, in accordance with accounting principles generally accepted in the United States of America.

The Advisors

Management Fee

The Partnership ~~pays~~paid to Willowbridge a quarterly management fee of 0.25% (1% per year) of the Partnership’s trading assets allocated to Willowbridge for each month during such quarter. The Partnership paid to PJM a monthly trading advisor management fee of 0.166% (2% per year) of the Partnership’s trading assets allocated to PJM. The Partnership paid to DPT a monthly trading advisor management fee of 0.083% (1% per year) of the Partnership’s trading assets allocated to DPT. The Partnership ~~pays~~paid to Revolution a monthly management fee of 0.083% (1% per year) of the Partnership’s trading assets allocated to Revolution. The Partnership paid 3D Capital a monthly trading advisor management fee of 0.125% (1.5% per year) of the Partnership’s trading assets allocated to 3D Capital. The Partnership ~~does~~did not pay a management fee to QIM. The Partnership pays to Bridgeton a monthly trading advisor management fee of 0.07083% (0.85% per year) of the Partnership’s trading assets allocated to Bridgeton.

Incentive Fee

The Partnership also ~~compensates~~compensated Willowbridge by paying to it a quarterly incentive fee of 25% of New Profits (as defined below), if any, on assets allocated to Willowbridge. If any incentive fee iswas paid to Willowbridge, Willowbridge ~~will~~would retain the amount paid regardless of any subsequent decline in account value, but ~~will~~would not be eligible to receive subsequent incentive fee payments until Willowbridge ~~has~~had recouped its losses and earned New Profits. The Partnership ~~will~~paid ~~pay~~ QIM a quarterly incentive fee of 30% of New Net Profits (as defined below), if any, on assets allocated to QIM. In the event of subsequent losses, the quarterly incentive fee would not be charged until there ~~are~~were New ~~Net~~ Profits to offset such losses. The quarterly incentive fee ~~shall~~would not be rebated by virtue of subsequent losses. The Partnership paid DPT a quarterly incentive fee of 10% of any New Trading Profits (as defined below) in the Partnership’s account as of each calendar quarter end. In the event of any subsequent losses, the quarterly incentive fees ~~were~~would not be charged until there ~~are~~were New Trading Profits to offset such losses. PJM was entitled to a quarterly incentive fee of 20% of any New Trading Profits (as defined below) in the Partnership’s account as of each calendar quarter end. In the event of any subsequent losses, the quarterly incentive fees ~~were~~would not be charged until there were New ~~Trading~~Net Profits to offset such losses. 3D Capital was entitled to a monthly incentive fee of 15% of any New Net Profits (as defined below), if any, in the Partnership’s account for the respective trading program as of each calendar month end. Revolution iswas entitled to a quarterly incentive fee of 20% of any New Net Total Return (as defined below) generated by the Advisor in the Partnership’s account. Bridgeton is entitled to a quarterly incentive fee equal to 10% of the Net New High Profits (as defined below) generated by the Advisor in the Partnership’s account. This incentive fee will be waived until such time that the respective class’s unit net asset value exceeds the high water mark achieved December 2008. If any incentive fee is paid to Bridgeton, Bridgeton will retain the amount paid regardless of any subsequent decline in account value, but will not be eligible to receive subsequent incentive fee payments until Bridgeton has recouped its losses and earned Net New High Profits.

“New Profits” for the purpose of calculating ~~Willowbridge~~the Advisor’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~~the Advisor 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 ~~asset~~assets allocated to ~~Willowbridge~~ the Advisor 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.

1214

“New ~~Net~~Trading Profits” and “New ~~Trading~~Net Profits”, for the purpose of calculating ~~QIM~~the DPT, ~~DPT~~PJM, and ~~PJM~~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~~DPT, ~~DPT~~ QIM, or PJM. 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).

“New Net Profits,” for the purpose of calculating 3D Capital’s incentive fee, is defined as 1) all realized gains and losses; plus 2) the change in value of open positions during the month; plus 3) interest earned in any account; minus 4) all commissions, transaction and other expenses incurred during the period, including the management fees and accounting fees. If New Net Profits for a month ~~were~~are negative, no incentive fee ~~was~~shall be generated and the negative amount ~~constituted~~shall constitute a “carryforward loss” for the beginning of the next month and ~~was~~shall be added to any carryforward loss since the last incentive fee was earned. 3D Capital did not earn additional incentive fees until New Net Profits generated since the last incentive fee was earned exceed the aggregate carryforward loss recognized since the last incentive fee was earned. The effect of this calculation ~~prevented~~prevents 3D Capital from earning incentive fees on the recoupment of prior losses.

“New Net Total Return”, for the purpose of calculating ~~Revolution~~the Advisor’s incentive fee, is computed using the formula: (1) the net of realized profits and loss during the period, plus (2) the change in unrealized profit and loss on open positions during the period, plus (3) accrued interest income, minus (4) all brokerage commissions, transaction fees, management fees and other charges incurred during the period and minus (5) cumulative net loss, if any, carried over from previous periods. Cumulative net loss ~~shall~~was be computed by totaling all net profit in each period (quarter or month) in which there was such a profit and subtracting from it all net loss in each period (quarter or month) in which there was such a loss, provided that the full cumulative net loss shall not be carried over where a withdrawal has occurred. Instead, a portion of the loss (calculated by dividing the withdrawn amount by the total under management and multiplying the result by the cumulative net loss) attributable to the withdrawn amount ~~shall~~ would first be subtracted from the cumulative net loss.

“Net New High Profits” for the purpose of calculating the Bridgeton’s incentive fee only, is defined as the excess of the cumulative realized and unrealized gain or loss from commodity trading plus interest, less monthly management fees and previous performance fees over the highest past value at any previous quarter end.

Commodity Brokers

The General Partner currently pays commission rates of approximately $10 for each initial purchase (or sale) and offsetting sale (or purchase) of a commodity futures contract with respect to the Partnership’s trading (including NFA assessments and exchange fees), which rates in the future may be higher or lower. The General Partner believes that this brokerage rate is generally competitive with those charged by other commodity brokers; however, other commodity brokerage firms might offer lower rates to an account similar to that of the Partnership. ~~Commissions~~From ~~are~~August ~~charged~~1, to2002 ~~the~~through ~~Partnership~~October ~~based~~31, on2014, aClass ~~percentage~~A ofInterests ~~the~~paid ~~net~~to ~~asset value at~~ the ~~beginning~~General ofPartner ~~each~~a ~~month.~~flat-rate ~~Class~~monthly Abrokerage ~~Interests~~commission ~~are~~of ~~charged~~approximately 4.0.33% ~~annually~~ of the net asset value of ~~the~~ Class A ~~partners’~~Interests ~~capital~~as of the beginning of each month (a 4.0% annual rate). During this same period, Class B Interests ~~pay~~paid to the General Partner ~~commission~~commissions of up to 6.0% annually of the net asset value of the Class B partners’ capital. ~~The~~equal ~~General~~to ~~Partner~~the ~~will~~following ~~pay~~percentages: upSeries to1-3%, Series 2-6% and Series 3.0-5%. ~~from~~To ~~this~~the ~~amount~~extent tothat ~~properly~~the ~~registered~~General ~~selling~~Partner ~~agents~~paid asless ~~their~~than ~~compensation,~~3% ~~and~~to a selling agent with respect to ~~the~~any ~~extent~~Class ~~the~~B ~~amount~~limited ispartnership ~~less~~interests ~~than~~sold 3%by such selling agent, the brokerage fee charged with respect to ~~such~~those Class B limited partnership interests ~~will~~would be reduced accordingly. Effective November 1, 2014, the Class A and Class B limited partnership interests pay to the General Partner a flat-rate monthly brokerage commission of up to approximately 0.13% of the net asset value of the respective classes limited partnership interests as of the beginning of each month (a 1.56% annual rate).

Selling Agent

AnPrior to November 1, 2014, an investor in a Class A Interest who ~~subscribes~~subscribed through a selling agent ~~may~~could behave been charged a sales commission determined by the selling agent. In no event, however, ~~will~~would such sales commission exceed 4% of the subscription amount. ~~The~~Effective ~~sales~~November ~~commission~~1, is2014, ~~paid~~the ~~directly~~Partnership pays properly registered selling agents a monthly placement agent trail fee of 0.083% (1.0% per year) for their ongoing service to the Partnership ~~and~~with isregard ~~remitted~~ to ~~the~~any Class A interests sold by said selling agent onand ~~behalf~~a fee of ~~the~~0.167% ~~investor~~(2.0% inper year) for their ongoing service to the Partnership with regard to any Class B2 interests sold by said selling agent. ~~Selling~~There ~~agents~~is ~~may~~no ~~also~~placement ~~receive~~agent atrail ~~portion~~fee ofpaid on Class B1 interests. Prior to November 1, 2014, the ~~commodity~~General ~~brokerage~~Partner ~~commission~~paid such selling agent fees from the ~~Partnership’s~~flat-rate ~~commodity~~General ~~brokers~~Partner brokerage commission charged to the Partnership.

1315

Dealers

Dealers will not charge the Partnership commissions, but are compensated from the bid/offer spread that is quoted in dealing with the Partnership. A customary mark-up is included in the price of the forward or spot contract or the premium in the case of an option contract.

Others

The General Partner will pay expenses of the continuing offering of Limited Partnership Units (consisting primarily of printing fees), estimated to be approximately $1525,000 per year. The ordinary administrative expenses actually incurred by the Partnership, including periodic legal, accounting and auditing fees, and other administrative expenses and fees, which are estimated to be approximately $~~200~~220,000 per year (excluding any extraordinary expenses), will be borne by the Partnership.

Trading For Own Account

The General Partner, its principals and their affiliates currently do not, but may in the future, trade Commodity Interests for their own accounts. Limited Partners will not be permitted to inspect the records of such trades. The Advisors, their respective principals and their respective affiliates also may trade Commodity Interests for their own accounts. The records and the results of the proprietary trading by the Advisors and their respective principals will not be made available for inspection by the Limited Partners because of their confidential nature.

Conflicts of Interest

Relationship of the General Partner to Commodity Brokers

Although the General Partner is not affiliated with a commodity broker, the General Partner may have a conflict of interest in selecting brokers because of continuing business dealings with certain brokers. For example, affiliates of certain brokers may serve as selling agents for the Partnership. The General Partner and its ~~principal~~principals or their affiliates may have commodity accounts at the same brokerage firms as the Partnership, and, because of the amount traded through the brokerage firms, may pay lower commissions than the Partnership. The General Partner intends to review brokerage arrangements on a periodic basis to assure that the Partnership secures favorable execution of brokerage transactions and to assure that the commissions paid are reasonable in relation to the value of the brokerage and other services provided.

Affiliation of the General Partner with Bridgeton Global

The General Partner is affiliated with Bridgeton Global, the introducing broker for the Partnership. Accordingly, the General Partner may have a conflict of interest between doing what the General Partner believes will be most advantageous to the Partnership and retaining Bridgeton Global as an introducing broker for the Partnership and earning fees for Bridgeton Global.

General Partner’s Selection of Trading Advisors and Investment Programs

Under the terms of the Limited Partnership Agreement, the General Partner has the authority to engage independent commodity trading advisors or affiliated commodity trading advisors to make trading decisions for the Partnership. The General Partner may have conflicts with respect to terminating an Advisor or engaging a new trading advisor for the Partnership. Should the General Partner select trading programs which it, its principal or their affiliates operate, the General Partner may have a conflict of interest between choosing the trading programs that the General Partner believes will be most advantageous to the Partnership and seeing that it or its affiliates’ trading programs are used on behalf of the Partnership and earning fees therefrom. The General Partner also may be less likely to terminate the use of one of its or its affiliates’ trading programs. As of this filing, Robert Lerner, aan ~~Principal~~advisor ofto the General Partner, ~~prior~~and toStephen ~~October~~Roseme ~~1, 2013,~~ also ~~serves~~serve as Managing Director and principal, respectively, of DPT, one of the Partnership’s Advisors. The General Partner or its affiliates will act as introducing broker for the Partnership and receive a portion of the brokerage commissions generated by the Partnership’s trading activities. The General Partner may have a conflict of interest between choosing the investment programs that the General Partner believes will be most advantageous to the Partnership and seeing that the investment programs which generate the most trading activity are used on behalf of the Partnership and earning fees therefrom.

1416

Management of Other Accounts by the Advisors and the General Partner

The Advisors and their respective affiliates currently manage other accounts and act as general partner for other limited partnerships that trade Commodity Interests, and the Advisors, the General Partner and their respective affiliates may act in the future as manager of additional accounts and as general partner for other such limited partnerships. Such accounts and partnerships may hold positions either similar or opposite to the positions taken by the Partnership, and the compensation received by the Advisors or the General Partner from such other accounts and partnerships may differ from the compensation they receive from the Partnership. As the Advisors manage additional accounts, these accounts will increase the level of competition for the same trades made for the Partnership.

Trading by Affiliates of the General Partner for Their Own Accounts

The trading principals of the General Partner and their families and affiliates also may trade for their own accounts. Results of such trading will not be made available to Limited Partners because of the confidential nature of such records. In addition, the General Partner, its trading principals or their affiliates may serve as the general partner or sponsor for other investment vehicles engaged in the trading of instruments and contracts similar to those traded by the Partnership. Such vehicles may hold positions either similar or opposite to the positions taken by the Partnership, and the compensation received by the General Partner, its principal or their affiliates from such other vehicles may differ from the compensation received from the Partnership.

Trading by the Advisors and Affiliates of the Advisor for Their Own Accounts

The Advisors and their respective principals have traded, and may continue to trade, Commodity Interests for their own accounts. As a result, it is possible that orders for their accounts may be entered in advance of or opposite to orders for client accounts pursuant to, for instance, a neutral order allocation system, a different trading strategy or a different risk level of trading. However, any such proprietary trading is subject to the duty of an Advisor to exercise good faith and fairness in all matters affecting client accounts. The records and the results of the proprietary trading by the Advisors and their respective principals will not be made available for inspection by the Limited Partners because of their confidential nature. During the normal course of trading, orders for the client’s account may be executed in competition with the orders for proprietary and other client accounts managed by the Advisors. Depending on market liquidity and other factors, this conflict could result in client orders being executed at prices that are less favorable than would otherwise be the case. In addition, the Advisors may combine various strategies to trade proprietary and client accounts. As a result, trading decisions generated by different trading strategies and investment programs may vary among accounts, resulting in different positions.

Trading by Affiliates of Clearing Brokers for Their Own Accounts

It is possible that certain officers, directors and employees of the Partnership’s clearing brokers and their families may from time to time trade Commodity Interests for their own accounts, including some of which may be managed by the Advisors. In the event such individuals do trade for their own accounts, investors will not be permitted to inspect such trading records. It is possible that such persons may take positions either similar or opposite to positions taken by the Partnership and that the Partnership and such persons may from time to time be competing for either similar or opposite positions in the commodity futures markets. In certain instances, the clearing brokers may have orders for trades from the Partnership and orders from its own employees. The clearing brokers might be deemed to have a conflict of interest between the sequence in which such orders will be transmitted to the trading floor. Depending on market liquidity and other factors, these conflicts could result in the Partnership’s orders being executed at prices that are less favorable than would otherwise be the case.

Relationship of the Advisors to Futures Commission Merchants

The Advisors appear on the approved list of commodity trading advisors for many futures commission merchants. Appearance on an approved list means that futures commission merchants’ representatives may recommend an Advisor as a trading advisor to its clients. Inclusion on such an approved list may create a conflict of interest for a trading advisor between its duty to trade clients’ accounts in the best interest of its clients and its financial interest in maintaining a position on a futures commission merchant’s approved list, which could be contingent upon generation of adequate commission income from those accounts managed by the advisor. Each of the Advisors’ policy, however, is to trade all comparable accounts in the same manner regardless of the method by which the account was obtained.

1517

Limitation of Liability and Indemnification of the General Partner

The Limited Partnership Agreement contains various exculpatory provisions, which provide that the General Partner, its officers, directors, stockholders, employees, agents and affiliates and each person who controls any of the same will not be liable, responsible or accountable in damages or otherwise to the Partnership or any of its partners, their successors or permitted assigns, except by reason of acts or omissions (1) in violation of federal or state securities laws, (2) due to intentional or criminal wrongdoing or gross negligence or willful misconduct, (3) constituting a breach of fiduciary duty or (4) not in good faith in the reasonable belief that they were in, or not opposed to, the best interests of the Partnership. Any claim, action or proceeding by any Limited Partner can be brought only against the General Partner and its assets, and not against any manager, member, officer, employee, agent or affiliate of the General Partner, or any person who controls any of the same. In addition, the Partnership has agreed to indemnify, defend and hold harmless the General Partner, and its officers, directors, stockholders, employees, agents and affiliates, and each person who controls any of the same, from and against any loss, liability, damage, cost or expense (including legal fees and expenses actually and reasonably incurred in defense of any demands, claims or lawsuits) actually and reasonably incurred arising from actions or omissions concerning the business or activities undertaken by or on behalf of the Partnership from any source including, without limitation, any demands, claims or lawsuits initiated by a Limited Partner, if the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were for a purpose reasonably believed to be in, or not opposed to, the best interests of the Partnership and were not (1) in violation of federal or state securities laws, (2) performed or omitted as a result of intentional or criminal wrongdoing or gross negligence or willful misconduct or (3) in violation of the General Partner’s fiduciary obligations to the Partnership. The foregoing rights to indemnification and payment of legal fees and expenses will not be affected in the event of the termination of the Partnership or the withdrawal, dissolution or insolvency of the General Partner. These exculpation and indemnification provisions may not be enforceable with respect to certain statutory liabilities, such as liabilities resulting from violations of federal securities laws.

The responsibility of a general partner to Limited Partners is a rapidly developing and changing area of the law, and Limited Partners who have questions concerning the responsibilities of the General Partner should consult their counsel. Limited Partners should be aware, however, of the broad authority given to the General Partner under the Partnership Agreement, including the authority of the General Partner to enter into trading advisory agreements under the Partnership Agreement, the absence of judicial decisions providing standards defining excessive trading and the exculpatory provisions in the Partnership Agreement.

ITEM 1A. Risk Factors.

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.

ITEM 1B. Unresolved Staff Comments.

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.

ITEM 2. Properties.

The Partnership does not own or lease any physical properties. The Partnership’s office is located within the office of the General Partner, at 4647 Saucon Creek Road, Suite 205, Center Valley, PA 18034.

ITEM 3. Legal Proceedings.

There are no pending legal proceedings to which the Partnership or the General Partner is a party or to which any of their assets are subject.

ITEM 4. Mine Safety Disclosures.

Not Applicable.

1618

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases of Equity Securities.

There currently is no established public trading market for the Limited Partnership Units. As of December 31, ~~2013~~2014, 2 1,~~461~~840.~~4050~~2718 Partnership Units were held by 170 ~~221~~ 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 there from, such as Rule 144. The Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Limited Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units.

Pursuant to the Limited 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, ~~2013~~2014 through December 31, ~~2013~~2014, ~~248~~ 157.~~0359~~8213 Partnership Units were subscribed for the aggregate net subscription amount of $~~668~~580,~~975~~488. Details of the subscriptions of these Partnership Units are as follows:

		~~Amount of Subscriptions~~	Amount of Subscriptions
January 2013		$	12,139
	January 2014		$	694
February 2013		$	232,098
	February 2014		$	440
March 2013		$	52,034
	March 2014		$	434
April 2013		$	41,092
	April 2014		$	569
May 2013		$	840
	May 2014		$	25,421
June 2013		$	809
	June 2014		$	407
July 2013		$	900
	July 2014		$	30,414
August 2013		$	20,649
	August 2014		$	373
September 2013		$	100,844
	September 2014		$	233,423
October 2013		$	51,018
	October 2014		$	236,253
November 2013		$	105,935
	November 2014		$	703
December 2013		$	50,617
	December 2014		$	51,357

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, which sales commission in no event exceeded 4% of the subscription amount.

All of the sales of Partnership Units were exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

ITEM 6. Selected Financial Data.

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

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

1719

The Partnership incurs substantial charges from the payment of brokerage commissions to the General Partner, payment of management and incentive fees to the Advisors, payment of management fees to the General Partner and administrative expenses.

The Partnership is required to make substantial trading profits to avoid depleting and exhausting its assets from the payment of such fees and expenses. The markets in which the Commodity Interests trade are constantly changing in character and in degree of volatility. Although Willowbridge was the sole advisor trading on behalf of the Partnership from April 1991 through February 29, 2010, the General Partner continues to evaluate and analyze from both quantitative and qualitative perspectives the ability of each Advisor to trade effectively on the Partnership’s behalf in the context of the current market environment. 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.

As of December 31, ~~2013~~2014, all of the assets of the Partnership were allocated to Bridgeton for trading in Commodity Interests ~~approximately 34% of its assets to Willowbridge, 31% of its assets to QIM, 9% to 3D Capital, and 26% of its assets to Revolution~~.

Prior to November 1, 2014, Class A Interests ~~pay~~paid 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). and Class B Interests ~~pay~~paid to the General Partner commission of up to 6.0% annually of the net asset value of the Class B partners’ capital. ~~The~~To the extent that the General Partner ~~will~~paid ~~pay~~less upthan to 3.0% ~~from this amount~~ to ~~properly~~a ~~registered~~ selling ~~agents~~agent aswith ~~their~~respect ~~compensation,~~to ~~and~~any toClass ~~the~~B ~~extent~~limited ~~the~~partnership ~~amount~~interests issold ~~less~~by ~~than~~such 3%selling agent, the brokerage fee charged with respect to ~~such~~those Class B limited partnership interests ~~will~~would be reduced accordingly. Effective November 1, 2014, the Class A and Class B limited partnership interests pays to the General Partner a flat-rate monthly brokerage commission of approximately 0.13% of the net asset value of the respective classes limited partnership interests as of the beginning of each month (a 1.56% annual rate). The General Partner ~~pays~~will pay from this amount all ~~commission~~floor ~~charges~~brokerage, exchange, clearing and NFA fees with respect to the Partnership’s trading, inbut ~~Commodity~~the ~~Interests.~~Partnership ~~The~~will ~~flat~~pay all other execution costs, including give-~~rate~~up ~~monthly~~charges ~~commission~~and isservice ~~common~~fees ~~among~~assessed ~~programs~~by ~~such~~certain asforward ~~the~~dealing ~~Partnership~~desks. As of December 31, ~~2013~~2014, ADMIS, NUSA, and FC Stone, LLC are the clearing brokers for the Partnership.

Results of Operations

Comparison of fiscal years ended December 31, ~~2013~~2014 and ~~2012~~2013

As of December 31, ~~2013~~2014, total partners’ capital (net asset value) of the Partnership was $10,~~462~~185,~~639~~634 compared to its net asset value of $1510,~~205~~462,~~785~~639 at December 31, ~~2012~~2013. The Partnership’s ~~2013~~2014 subscriptions and redemptions totaled $~~668~~580,~~975~~488 and $42,~~517~~055,~~204~~120 respectively, compared to $~~502~~668,~~487~~975 and $34,~~119~~517,~~835~~204 respectively, in ~~2012~~2013.

For the year ended December 31, ~~2013~~2014, the Partnership had net realized and unrealized trading gains of $~~499~~1,~~733~~974,676 and $~~7,099~~560 in interest income. For that same period, the Partnership had expenses comprised of $~~551~~337,~~526~~241 in brokerage commissions including clearing and exchange fees, $~~362~~29,~~310~~294 in incentive fees, $~~271~~173,~~904~~710 in management fees, $~~130~~15,~~784~~547 in placement agent trail fees, $155,396 in professional fees, and $8566,~~225~~421 in accounting, administrative fees and other expenses. This resulted in the Partnership having a net ~~loss~~gain of $~~(894~~1,~~917)~~197,627 for ~~2013~~2014.

Interest income decreased to $~~7,099~~560 from $187,~~102~~099 in ~~2012~~2013 primarily due to declining interest rates through ~~2013~~2014 and declining cash balances. Brokerage commissions charged as a percentage of net assets decreased to $~~551~~337,~~526~~241 from $~~663~~551,~~889~~526 in ~~2012~~2013 due to declining net assets. Incentive fees ~~increased~~decreased to $~~362~~29,~~310~~294 from $~~230~~362,~~711~~310 in ~~2012~~2013 due to the certain ~~Advisors~~Advisor’s ~~profitable~~ trading losses in ~~2013~~2014. Management fees charged as a percentage of the net assets decreased to $~~271~~173,~~904~~710 from $~~322~~271,~~399~~904 in ~~2012~~2013 due to a lesser net asset value., the termination of trading advisors which charged management fees, and a decrease in the management fee rate. Professional fees ~~decreased~~increased to $~~130~~155,~~784~~396 from $~~148~~130,~~674~~784 in ~~2012~~2013 as a result of aan ~~decrease~~increase in professional fees. Accounting, administrative fees and other expenses decreased to $8566,~~225~~421 from $~~117~~85,~~406~~225 in ~~2012~~2013 as a result of a decrease in administrative, accounting fees and other expenses. Placement agent trail fees of $15,547 are charged as a percentage of the applicable Investor Class interests, beginning November 2014, as a result of the change in the Partnership’s fee restructuring; such fees were paid from the brokerage commissions paid to the General Partner in 2013.

~~The Partnership’s most profitable trades in 2013 emini S&P, silver, Japanese Yen and Long Gilts. The Partnership’s least profitable trades in 2013 were soybeans, palladium, CHF/USD and EUR/USD.~~20

18The Partnership’s most profitable trades in 2014 were in the euro bund, S&P 500 Index, natural gas and bent crude oil. The Partnership’s least profitable trades in 2014 were in the FTSE Index, US 10 Year Notes and Euro Stoxx Index.

In January 2014, the Partnership had a gain. The Partnership had losses in soybean meal, crude oil and euro/yen; the Partnership had gains in natural gas, euro bund and wheat. The Partnership recorded a net gain of $21,846. In February 2014, trading was unprofitable as the Partnership generated losses in its S&P 500 and FTSE Index along with its wheat positions; the Partnership had some offsetting gains in coffee, natural gas and soybeans. The Partnership recorded a net loss of $(160,992). In March 2014, trading was unprofitable. The Partnership had losses in US interest rates, soybean oil and DAX Index; the Partnership had some offsetting gains in S&P 500 Index, soybeans and soybean meal. The Partnership recorded a net loss of $(273,573). In April 2014, the Partnership had a loss. The Partnership had losses in US bonds, copper and Brent crude oil; the Partnership had some gains in nickel, soybeans and natural gas. The Partnership recorded a net loss of $(246,979). In May 2014, trading was not profitable as the Partnership generated losses in soybeans, coffee and natural gas; the Partnership had offsetting gains in the emini S&P, and both European and US financial instruments. The Partnership recorded a net loss of $(409). In June 2014, trading was unprofitable. The Partnership had losses in gold, heating oil and silver; the Partnership’s offsetting gains came from its wheat, emini S&P and crude oil positions. The Partnership recorded a net loss of $(43,715). In July 2014, the Partnership had a gain. The Partnership had gains in natural gas, cotton and wheat; the Partnership had some offsetting losses in heating oil, crude oil and RBOB gasoline. The Partnership recorded a net gain of $18,013. In August 2014, trading was profitable as the Partnership generated gains in European interest rate products, soybean oil, and the euro currency; the Partnership had losses in mini S&P index, coffee and soybean meal. The Partnership recorded a net gain of $98,517. In September 2014, trading was profitable. The Partnership had profitable positions in the emini S&P Index, Japanese yen and silver; the Partnership recorded offsetting losses in coffee, natural gas and live cattle. The Partnership recorded a net gain of $833,448. In October 2014, the Partnership recorded a net loss of $(67,561). The Partnership had losses in coffee, soybeans and wheat positions; the Partnership had gains in energies and domestic equity indices. In November 2014, the Partnership recorded a net gain of $638,359. The Partnership had gains in the crude oil complex and copper; the Partnership had offsetting losses in natural gas and foreign equity indices. In December 2014, the Partnership recorded a net gain of $380,673. The Partnership had gains in natural gas, crude oil and coffee; the Partnership had losses in equity markets, gold and live cattle.

In January 2013, the Partnership had a loss. The Partnership had losses in S&P 500, global interest rates and gold; the Partnership had gains in euro currency, Japanese yen, and energies. The Partnership recorded a net loss of $(126,127). In February 2013, trading was unprofitable as the Partnership generated losses in its euro currency, soybean and US interest rate positions; the Partnership had some offsetting gains in metals, British pound and Canadian dollar. The Partnership recorded a net loss of $(53,394). In March 2013, trading was unprofitable. The Partnership had losses in US interest rates, euro currency, and Japanese yen; the Partnership had some offsetting gains S&P 500, copper and wheat. The Partnership recorded a net loss of $(205,174). In April 2013, the Partnership had a gain. The Partnership had gains in emini S&P Index, silver and US bonds; the Partnership had some offsetting losses in gold, the euro currency and crude oil. The Partnership recorded a net gain of $440,947. In May 2013, trading was profitable as the Partnership generated gains in the emini S&P Index, Japanese bonds and the Australian dollar; the Partnership had losses in US interest rate products and coffee. The Partnership recorded a net gain of $141,867. In June 2013, trading was profitable. The Partnership had profitable positions in the emini S&P Index, gold and silver; the Partnership recorded offsetting losses in its foreign currency positions. The Partnership recorded a net gain of $209,811. In July 2013, the Partnership had a loss. The Partnership suffered losses in the emini S&P Index, silver and the euro currency; The Partnership had some offsetting gains in bean oil, corn and US interest rate products. The Partnership recorded a net loss of $(543,346). In August 2013, the Partnership had a loss. The Partnership’s losses were seen in soybeans, silver and RBOB gasoline; offsetting gains came from the emini S&P, Brent crude oil and soybean meal. The Partnership recorded a net loss of $(306,689). In September 2013, trading was unprofitable. The Partnership had losses in gold, the emini S&P Index and coffee; the Partnership’s gains came from British pound futures and RBOB gasoline. The Partnership recorded a net loss of $(368,841). In October 2013, the Partnership recorded a net loss of $(148,692). The Partnership had losses in Japanese yen, nickel and mini S&P 500 positions; the Partnership had gains in cotton, Japanese bonds, and coffee. In November 2013, the Partnership recorded a net loss of $(240,729). The Partnership had losses in its soybean, natural gas and RBOB gasoline positions; the Partnership had gains in some foreign currencies and precious metals. In December 2013, the Partnership recorded a net gain of $305,450. The Partnership had gains in the mini S&P 500, Euroyen, and gold; the Partnership had losses in cotton, coffee and soybeans.

~~In January 2012, the Partnership had a loss.~~ The ~~Partnership~~net ~~had~~asset ~~losses~~value inper USClass ~~interest~~A ~~rates,~~Unit ~~the~~at ~~Euro~~December ~~currency~~31, ~~and~~2014 ~~crude~~increased ~~oil; the Partnership had gains in RBOB gasoline, natural gas and copper~~14.00% ~~The~~from ~~Partnership recorded a net loss of~~ $~~(413,410)~~6.720.86 Inat ~~February~~December ~~2012~~31, ~~trading~~2013 ~~was~~to unprofitable as the Partnership generated losses in its US interest rate and orange juice positions; the Partnership had some offsetting gains in Japanese yen, energy and soybeans. The Partnership recorded a net loss of $~~(49~~7,~~164)~~661.59 Inat ~~March~~December ~~2012~~31, ~~trading was unprofitable~~2014. The ~~Partnership had losses in European debt instruments, the Canadian dollar and wheat; the Partnership had some offsetting gains in Japanese yen, soybeans and coffee. The Partnership recorded a~~ net ~~loss~~asset ofvalue ~~$(686,245).~~per InClass ~~April~~B ~~2012~~Unit, ~~the~~Series ~~Partnership~~1 ~~had~~at aDecember ~~loss. The Partnership had losses in Japanese yen~~31, ~~heating~~2014 ~~oil~~increased ~~and Canadian dollar; the Partnership had gains in Euro bund, 10-Year notes and emini S&P Index futures~~15.13% ~~The~~from ~~Partnership recorded a net loss of~~ $~~(54,361)~~901.47 Inat ~~May~~December ~~2012~~31, ~~trading~~2013 ~~was~~to profitable as the Partnership generated gains in its Euro currency, US 30-year bonds, crude oil and heating oil positions; the Partnership had some offsetting losses in soybeans, wheat and soybean meal. The Partnership recorded a net gain of $1,~~547,612~~037.86 Inat ~~June~~December ~~2012~~31, ~~trading was unprofitable~~2014. The ~~Partnership had losses in Euro currency, gold and Euro bund; the Partnership had some offsetting gains in emini S&P Index, crude oil and soybean meal. The Partnership recorded a~~ net ~~loss~~asset ofvalue ~~$(585,376).~~per InClass ~~July~~B ~~2012~~Unit, ~~the~~Series ~~Partnership~~2 ~~had~~at aDecember ~~gain. The Partnership had gains in the soy sector~~31, ~~corn~~2014 ~~and~~increased ~~its euro currency position; the Partnership had losses in Euro bund, Brent crude oil and emini S&P Index~~11.94% ~~The~~from ~~Partnership recorded a net gain of~~ $~~133,478~~668.99 Inat ~~August~~December ~~2012~~31, ~~the~~2013 ~~Partnership~~to ~~had a loss~~$748.85 ~~The~~at ~~Partnership~~December ~~generated losses in its Euro bund~~31, ~~natural gas and Australian dollar positions; the Partnership had some offsetting gains in RBOB gasoline, silver and emini S&P Index~~2014. The ~~Partnership recorded a~~ net ~~loss~~asset ofvalue ~~$(9,275).~~per InClass ~~September~~B ~~2012~~Unit, ~~trading~~Series ~~was~~3 ~~unprofitable.~~increased ~~The Partnership had losses in US T-Bonds, soybeans and soybean meal; the Partnership had some offsetting gains in silver, emini S&P Index and gold~~1.77% ~~The~~from ~~Partnership recorded a net loss of~~ $~~(173,120)~~871.50 Inat ~~October~~December ~~2012~~31, ~~the~~2013 ~~Partnership~~to ~~recorded a net loss of~~ $~~(615,975)~~888.90 ~~The~~at ~~Partnership~~October ~~had losses in nickel~~31, ~~10-year notes~~2014, ~~and~~prior ~~wheat;~~to ~~the~~liquidating ~~Partnership~~transfers ~~had~~of ~~gains~~units into ~~crude~~Class ~~oil,~~B ~~coffee~~Series ~~and~~2 ~~natural~~effective ~~gas. In~~ November ~~2012~~1, ~~the Partnership recorded a net gain of $79,167~~2014. The Partnership had gains in its Yen positions, the Euro bund, and coffee; the Partnership had losses in mini S&P, brent crude oil and cotton. In December 2012, the Partnership recorded a net gain of $269,603. The Partnership had gains in the Yen, wheat and silver; the Partnership had losses in heating oil, soybean meal and long-term interest rate products.

The net asset value per Class A Unit at December 31, 2013 decreased 6.18% from $7,163.68 at December 31, 2012 to $6.720.86 at December 31, 2013. The net asset value per Class B Unit, Series 1 at December 31, 2013 decreased 5.23% from $951.25 at December 31, 2012 to $901.47 at December 31, 2013. The net asset value per Class B Unit, Series 2 at December 31, 2013 decreased 8.05% from $727.56 at December 31, 2012 to $668.99 at December 31, 2013. The net asset value per Class B Unit, Series 3 at December 31, 2013 decreased 7.12% from $938.33 at December 31, 2012 to $871.50 at December 31, 2013.21

Liquidity

There currently is no established public trading market for the Limited Partnership Units and the Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Limited Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units. 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 for an amount equal to the balance of such Limited Partner’s book capital account as of the last day of any month.

In general, the Advisors will trade only those Commodity Interests that have sufficient liquidity to enable it to enter and close out positions without causing major price movements. Notwithstanding the foregoing, most United States commodity exchanges limit the amount by which certain commodities may move during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Pursuant to such regulations, no trading may be executed on any given day at prices beyond daily limits. The price of a futures contract occasionally has moved the daily limit for several consecutive days, with little or no trading, thereby effectively preventing a party from liquidating his 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 its 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 illiquidity is caused by any of the above reason 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 investment.

Capital Resources

The Partnership’s capital resources are dependent upon three factors: (1) the trading profit or loss generated by its Advisors (including interest income); (2) the money invested or redeemed by the Limited Partners; and (3) capital invested or redeemed by the General Partner. The General Partner has agreed to maintain at least $1,000 in its General Partner capital account, but may invest more than that amount. All capital contributions by the General Partner to the General Partner capital account balance are evidenced by Units of general partnership interest, each of which shall have an initial value equal to the net asset value per Unit at the time of such contribution. The General Partner in its sole discretion, may withdraw any excess above its required capital contribution of $1,000 without notice to the Limited Partners. The General Partner, in its sole discretion, may also contribute any greater amount to the Partnership, for which it shall receive additional Units of general partnership interest at the then-current net asset value.

Contractual Obligations and Commercial Commitments

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the information under this item.

Summary of Critical Accounting Policies

The preparation of financial statements in conformity with ~~accounting~~Accounting ~~principles~~Principles ~~generally~~Generally ~~accepted~~Accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect amounts reported in the Partnership’s financial statements. The Partnership’s significant accounting policies are described in detail in Note 2 of the Notes to Financial Statements.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.

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

The Commodity Interests traded by the Partnership involve varying degrees of related market risk. Such market risk is often dependent upon changes in the level or volatility of interest rates, exchange rates, and/or market values of financial instruments and commodities. Fluctuations in related market risk based upon the aforementioned factors result in frequent changes in the fair value of the Partnership’s open positions, and, consequently, in its earnings and cash flow. The Partnership accounts for open positions on the basis of mark-to-market accounting principles. As such, any gain or loss in the fair value of the Partnership’s open positions is directly reflected in the Partnership’s earnings, whether realized or unrealized.

The Partnership’s total market risk is influenced by a wide variety of factors including the diversification effects among the Partnership’s existing open positions, the volatility present within the markets and the liquidity of the markets. At varying times, each of these factors may act to exacerbate or mute the market risk associated with the Partnership. The following were the primary trading risk exposures of the Partnership as of December 31, 2013, by market sector:22

20The Partnership’s total market risk is influenced by a wide variety of factors including the diversification effects among the Partnership’s existing open positions, the volatility present within the markets and the liquidity of the markets. At varying times, each of these factors may act to exacerbate or mute the market risk associated with the Partnership. The following were the primary trading risk exposures of the Partnership as of December 31, 2014, by market sector:

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

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

Commodity: The Partnership’s primary metals market exposure is to fluctuations in the price of gold, silver and copper. The Partnership also has commodity exposures in the price of soft commodities, which are often directly affected by severe or unexpected weather conditions. The General Partner anticipates that the Advisors will maintain an emphasis in the commodities described above. Additionally, the Partnership had exposure to energies (gas, oil) as of December 31, ~~2013~~2014, and it is anticipated that positions in this sector will continue to be evaluated on an ongoing basis.

The Partnership measures its market risk related to its holdings of Commodity Interests based on changes in interest rates, foreign currency rates, and commodity prices utilizing a sensitivity analysis. The sensitivity analysis estimates the potential change in fair values, cash flows and earnings based on a hypothetical 10% change (increase and decrease) in interest, currency and commodity prices. The Partnership used December 31, ~~2013~~2014 market rates and prices on its instruments to perform the sensitivity analysis. The sensitivity analysis has been prepared separately for each of the Partnership’s market risk exposures (interest rate, currency rate, and commodity price) instruments.

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

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

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

The market value of the Partnership’s commodity instruments due to a 10% change in the price of the instruments.

The Partnership has determined that the impact of a 10% change in market rates and prices on its fair values, cash flows and earnings would not be material. The Partnership has elected to disclose the potential loss to earnings of its commodity price, interest rate and currency exchange rate sensitivity positions as of December 31, ~~2013~~2014.

The potential loss in earnings for each market risk exposure as of December 31, ~~2013~~2014 was:

~~Currency exchange rate risk~~	Currency exchange rate risk	$	~~57,611~~$	31,142
~~Commodity price risk~~	Commodity price risk	$	~~95,702~~$	121,107
~~Interest rate risk~~	Interest rate risk	$	~~50,828~~$	31,613

ITEM 8. Financial Statements and Supplementary Data.

Financial statements meeting the requirements of Regulation S-X appear in Part IV of this report.

A smaller reporting company, as defined by Rule 12b-2 of the 1934 Act, is not required to provide the supplementary data under this item.

2123

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

ITEM 9A. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. As of the end of the period covered by this Annual Report, the management of the General Partner carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, and based on its evaluation, has concluded that the Partnership’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the ~~principal~~Managing Member of the General Partner, who serves as the principal executive officer and financial officer of the Partnership, to allow for timely decisions regarding required disclosure and appropriate SEC filings. The ~~principal~~Managing Member 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 (as defined in Rule 13(a)-15(e) under the Securities Exchange Act of 1934, as amended), 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 on such evaluation we have concluded these disclosure controls are effective as of December 31, ~~2013~~2014.

(b) Changes in internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act of 2002 requires the management of the Partnership to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include in all reports a management report assessing the effectiveness of its internal control over financial reporting as defined under Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act. Based upon that evaluation, the General Partner has concluded that the Partnership’s disclosure controls and procedures were effective as of December 31, 2013 in timely alerting the General Partner to material information related to the Partnership that is required to be included in the Partnership’s periodic filings with the SEC. There were no changes in the Partnership’s internal controls during the fourth quarter of 2013 that have materially affected or are reasonably likely to affect the Partnership’s internal control over financial reporting.

	(b)	Changes in internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act of 2002 requires the management of the Partnership to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include in all reports a management report assessing the effectiveness of its internal control over financial reporting as defined under Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act. Based upon that evaluation, the General Partner has concluded that the Partnership’s disclosure controls and procedures were effective as of December 31, 2014 in timely alerting the General Partner to material information related to the Partnership that is required to be included in the Partnership’s periodic filings with the SEC. There were no changes in the Partnership’s internal controls during the fourth quarter of 2014 that have materially affected or are reasonably likely to affect the Partnership’s internal control over financial reporting.
	(c)	Management’s Annual Report on Internal Control over Financial Reporting.

The management of the General Partner is responsible for establishing and maintaining adequate internal control over financial reporting by the Partnership. The General Partner’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Partnership’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Partnership; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of the General Partner assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, ~~2013~~2014. Based upon that evaluation, the General Partner has concluded that the Partnership’s internal control over financial reporting was effective as of December 31, ~~2013~~2014. In making this assessment, management of the General Partner used the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Management’s annual report does not include an attestation report of the Partnership’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

ITEM 9B. Other Information.

None.

PART III

ITEM 10. Directors and Executive Officers and Corporate Governance.

The Partnership has no directors or officers. The General Partner has been registered with the CFTC pursuant to the Commodity Exchange Act as a Commodity Pool Operator since January 11, 2011 and has been a member of the NFA since January 11, 2011. The General Partner is owned 100% by Bridgeton Group, LLC. As of December 31, 2014, Bridgeton Group, LLC was owned 49% by a trust for the benefit of Stephen J. Roseme’s family, 49% by Mark Bradbury, and 2% by Robert Lerner. As of March 16, 2015, Bridgeton Group, LLC is owned 32.66% by a trust for the benefit of Stephen J. Roseme’s family, 32.66% by Mark Bradbury, 32.66% by Jason Valentz, and 2.00% by Robert Lerner. Mr. Bradbury and Mr. Roseme isare the ~~chairman~~Managing Member and ~~chief~~Chief ~~executive~~Executive, respectively, of the General Partner. The individual principals of the General Partner are Mr. Bradbury, Mr. Roseme, and Jeffrey Brian Mokychic. The trading ~~principal~~principals isare Mr. Bradbury and Mr. Roseme. Mr. Valentz’s registration with the NFA as a principal and trading principal is pending as of March 17, 2015.

~~Robert~~Mark LD. ~~Lerner~~Bradbury, age 5744, ~~was~~has ~~an owner and the Chairman of the General Partner until October 1, 2013, and had~~ been ~~listed~~registered as a principal ~~since December 31, 2010. Mr. Lerner has also been the director~~ and ~~president~~associated person of ~~Ruvane,~~Bridgeton ~~the~~Fund ~~predecessor General Partner~~Management, LLC since heSeptember ~~formed it in 1990~~10, ~~and~~2014. heHe ~~has~~is ~~been~~also ~~listed as~~ a ~~principal~~beneficial ofowner ~~Ruvane since January~~and ~~12,~~officer ~~1990 and registered as an associated person~~ of ~~Ruvane~~Bridgeton ~~since~~Global ~~November~~Investor 20Services, ~~1995~~Inc. ~~Prior to that~~, ~~Mr.~~a ~~Lerner was individually~~ registered ~~with~~introducing ~~the~~broker ~~CFTC as a CTA since October 22, 1984~~ and anotice ~~CPO~~broker ~~since~~dealer. ~~October~~Mr. ~~24,~~Bradbury ~~1985,~~began ~~and~~preparing hefor ~~remained so registered in~~ his ~~individual~~role ~~capacity~~with ~~until~~Bridgeton heGlobal ~~withdrew~~in ~~his individual registrations on~~ July ~~31,~~2014 ~~1996.~~and ~~Mr.~~has ~~Lerner~~been ~~was~~ listed as aan ~~principal and~~ associated person ofsince ~~DPT~~August ~~Capital Management LLC~~1, a2014 ~~registered~~and ~~CTA~~as ~~and~~a ~~Advisor~~principal ~~for~~since ~~the~~August ~~Partnership~~7, ~~from January 2011 until December 2013~~2014. ~~From~~His ~~January~~commitment ~~2003~~to ~~through~~provide ~~October~~investors ~~2005,~~with ~~Mr.~~superior ~~Lerner~~risk ~~was~~adjusted ~~president~~returns ofhas ~~WoodAllen~~led ~~Capital~~him ~~Management,~~to ~~LLC,~~key antrading ~~investment management~~ and ~~advisory~~portfolio ~~firm.~~management ~~From~~roles ~~September~~in ~~2001~~the toderivatives ~~January~~industry. ~~2003,~~ Mr. ~~Lerner~~Bradbury was ~~the~~a ~~president~~Portfolio ofManager ~~Partners~~and ~~Capital~~OTC ~~Investment~~Trader ~~Group, LLC, an investment adviser he co-founded that provides an innovative endowment investment philosophy solution~~ for ~~institutional~~Hanley ~~investors~~Alternative ~~and~~Trade ~~very~~Group ~~high~~from ~~net~~September ~~worth families in the US and UK; Mr~~2009. ~~Lerner~~He was ~~also~~ registered as an associated person ofwith ~~Partners~~Hanley ~~Capital~~Alternative ~~Investment~~Trade Group, LLC, ~~from~~a ~~March~~registered ~~2002~~CPO ~~to February 2004~~ and ~~has~~CTA, ~~also~~from ~~been~~July ~~a member of the Investment Committee of Partners Capital Investment Group~~7, ~~LLC~~2011 ~~since~~until ~~December~~such ~~2001.~~registration ~~From~~was ~~October~~withdrawn ~~1993~~on toApril ~~March 1995~~30, Mr2012. ~~Lerner~~He was registered as an associated person of ~~Abacus~~FC ~~Investment Advisory Services Inc.~~Stone, ~~a consulting firm~~LLC, ~~where~~an ~~his~~NFA ~~primary~~registered ~~duties~~Futures ~~were~~Commission ~~researching~~Merchant ~~investment managers. From August 1987 until January 1992, Mr. Lerner was senior vice president~~ and ~~director~~Commodity ofTrading ~~Mount~~Advisor ~~Lucas~~from ~~Management~~April ~~Corporation~~17, an2012 ~~investment~~through ~~advisory~~withdrawing ~~firm~~registration heon ~~co-founded which specializes in futures investment programs for institutional investors. From~~ June ~~1985 to August 1987~~30, Mr2014. ~~Lerner was employed by Commodities Corporation (U~~Mr.~~S.A.)~~ ~~N.V.,~~Bradbury holds a ~~leading~~Master’s ~~CTA~~Degree ~~that~~in ~~was~~Investment ~~acquired by Goldman Sachs Asset~~ Management ~~where~~from ~~his~~Simon ~~primary~~Fraser ~~duties~~University ~~were~~in asVancouver, ~~Associate General Counsel and Trading Development Manager~~Canada. ~~Mr.~~He ~~Lerner~~is also ~~has practiced commodities and securities law. Mr. Lerner has~~ a ~~J.D.~~level ~~degree~~III ~~from~~CFA ~~Boston University Law School and a B~~candidate.~~A. degree from Cornell University.~~

Stephen J. Roseme, age 4748, is a beneficial owner and the Chief Executive of the General Partner and has been listed as a principal since December 31, 2010 and registered as an associated person since January 11, 2011. Mr. Roseme is also a principal and the President of Bridgeton Global Investor Services, Inc., a registered introducing broker and notice broker dealer, and has been listed as a principal and registered as an associated person since January 5, 2000. Mr. Roseme is a principal and the President of Bridgeton Capital Management Inc., a registered CPO and CTA, and has been listed as a principal and registered as an associated person since May 1, 1997. Mr. Roseme is also President of Bridgeton Execution Services LLC, a registered introducing broker, and has been listed as a principal since April 29, 2010 and registered as an associated person since July 26, 2010. He is also President of Grand Central Trading Company LLC, a registered introducing broker, and has been listed as a principal since January 10, 2006 and registered as an associated person since January 13, 2006. Mr. Roseme graduated from the University of Virginia.

~~The~~Jason ~~General~~Valentz, ~~Partner~~age 44, has ~~selected~~been ~~Willowbridge,~~pending ~~QIM,~~registration ~~PJM~~as a Principal with Bridgeton Fund Management, ~~DPT~~LLC since March 17, 3D2015. Mr. ~~Capital~~Valentz initially joined Bridgeton in December 2014 as a consultant. In 1998, Mr. Valentz joined Entergy Power Marketing Corp. as a Power Trader and ~~Revolution~~later as ~~the~~an ~~Advisors~~Asset Manager for their fleet of Merchant Power Plants. Mr. Valentz was also responsible for taking proprietary positions based on his fundamental view on Natural Gas and Spark Spreads. After the ~~Partnership~~acquisition of Koch Entergy by Merrill Lynch in 2003, Mr. Valentz migrated to the newly formed Commodity Index Desk. Mr. Valentz ran a global book of business at Merrill, pricing trades for Government Investment Companies, Institutional Investors, Hedge Funds and Mutual Funds. Mr. Valentz also managed a proprietary trading desk focused on Commodity Swaps. Mr. Valentz graduated from Texas A&M University in 1995 with a degree in Finance.

23Prior to November 1, 2014, the General Partner had selected Willowbridge, QIM, PJM, DPT, 3D Capital, and Revolution as the Advisors for the Partnership. Effective November 1, 2014, Bridgeton is the sole Advisor of the Partnership.

Willowbridge

The trading principals of Willowbridge are Philip L. Yang, Michael Y. Gan, and James A. Datri.

Philip L. Yang, age 5455, has been the sole shareholder, Director and President of Willowbridge since September 1, 1992, and he also held those positions from the time he formed Willowbridge in January 1988 through September 1989. He has been a principal and an associated person of Willowbridge since November 1992 and a Forex associated person since October 2010. He was individually registered pursuant to the CE Act as a CPO in February 1988 and as a CTA in August 1986, with a re-registration in September 1987, and was approved as a member of the NFA in December 1986. He has been a principal and an associated person of Union Spring since March 1996. He has been a principal and an associated person of Doublewood since November 1992. He was been a principal and an associated person of Limerick Financial Corporation (“Limerick”), a commodity trading advisor, from March 1998 through February 2011. From July 1983 through August 1988 and from October 1989 through August 1992, Mr. Yang was a Senior Vice President at Caxton Corporation, now Caxton Associates, L.L.C. (“Caxton”), a commodity trading advisory firm, serving initially as Director of Research, where his research concentration was in the development and application of computerized trading models for a broad range of financial markets, and later as Director of Commodity Trading. Mr. Yang obtained a bachelor’s degree with honors from the University of California at Berkeley, where he was inducted into Phi Beta Kappa. He received his master’s degree from the Wharton School of the University of Pennsylvania. He co-authored with Richard G. Faux, Jr. “Managed Futures: The Convergence with Hedge Funds,” a chapter in Evaluating and Implementing Hedge Fund Strategies, a book published in 1999 by Euromoney Publications.

Michael Y. Gan, age 54, has been the Executive Vice President of Willowbridge since September 1, 1992. He has been a principal of Willowbridge since November 1989 and has been an associated person of Willowbridge since December 1989. He was individually registered pursuant to the CE Act as a CPO and CTA and was approved as a member of the NFA in January 1990. He has been a principal and an associated person of Union Spring since March 1996. He has been a principal of Doublewood since November 1995 and has been an associated person of Doublewood since November 1996. He is also an associated person (since February 2011) and has a pending application to serve as principal of Willow Global, a registered CTA and CPO. Mr. Gan was the sole shareholder, Director and President of Willowbridge from October 1989 through August 1992. From July 1983 to October 1989, he worked in the foreign exchange trading group at Marine Midland Bank, a bank in New York. In this capacity, Mr. Gan was responsible for research into technical analysis, as well as proprietary trading for the firm in both currency futures and options and was promoted to Assistant Vice President. Mr. Gan graduated summa cum laude from the University of the Philippines with a B.S. in Chemical Engineering and subsequently graduated with honors from the Wharton School of the University of Pennsylvania with a M.B.A. in Finance.

Richard G. Faux, Jr., age 75, has been Executive Director of Willowbridge since April 1995. He has been a principal and an associated person of Willowbridge since February 1996. He is Executive Director of Doublewood and has been a principal of Doublewood since July 2000 and an associated person of Doublewood since March 1996. He is President and a director of Union Spring and has been a principal and an associated person of Union Spring since March 1996. Mr. Faux oversees administration at Willowbridge and performs similar duties for Doublewood and Union Spring. Since March 16, 1995, Mr. Faux has been president of GTR Capital Corporation (“GTR”), a consulting firm that has been a registered CTA since March 2010 and an NFA member since April 2010. Mr. Faux has been a principal and an associated person of GTR since March 2010. Mr. Faux co-founded MC Baldwin Financial Company (formerly known as Baldwin Financial Corporation and together with its affiliated companies, Baldwin Funds and Baldwin Investment Corporation, “MC Baldwin”) in April 1989 and served as its Co-Chief Executive Officer sharing the oversight of the operations of the company until April 1995, at which time MC Baldwin was an international trading manager which developed futures funds for its partner, Mitsubishi Corporation, a general trading company, and other institutional clients. Prior to forming MC Baldwin, Mr. Faux was President and a responsible party of Merrill Lynch Options/Futures Management Inc., a futures fund subsidiary of Merrill Lynch Pierce Fenner & Smith, a broker dealer, from December 1984 to April 1989. From October 1986 until October 1989, Mr. Faux was a principal and associated person of Merrill Lynch Alternative Investments LLC, an asset management company. Before Mr. Faux’s joining Merrill Lynch in 1984, it had raised only $13 million in futures funds. When he left, the company had raised $930 million, including one of the first multi-advisor futures funds. Previously, he spent four years, from January 1981 through December 1984, at Thomson McKinnon Securities, Inc., a futures commission merchant, where he helped develop futures funds, including one of the first financial futures funds. From August 1977 through January 1981, Mr. Faux was self-employed acting as advisor on financial projects and developing expertise in financial futures. Earlier, Mr. Faux spent ten years from August 1967 through August 1977 as Vice President of the investment management and institutional sales departments at Kuhn Loeb & Co., an investment bank. He is a graduate of Brown University and the Columbia University Graduate School of Business.

James J. O’Donnell, age 62, is Senior Vice President of Willowbridge and has been a principal of Willowbridge since November 1996. He is also Managing Director of Doublewood and has been a principal of Doublewood since July 2000. He is Managing Director of Union Spring and has been a principal of Union Spring since July 2000. Mr. O’Donnell oversees Willowbridge’s computer and information needs, including trading information systems, accounting information systems, automating certain operational and compliance activities and support for ongoing research of new computerized trading systems and effectiveness testing of existing trading systems. Mr. O’Donnell has been employed by Willowbridge since September 1, 1992. From June 1987 through August 1992, Mr. O’Donnell was Manager of Computer Information Systems at Caxton. From April 1979 through May 1987, Mr. O’Donnell was manager of Research Information Systems at Commodities Corporation, a commodity pool operator and commodities trading advisor. Prior to that, he was employed by Penn Mutual Life Insurance Company, a mutual life insurance company, from September 1973 through March 1979 as Senior Programmer Analyst. He is a graduate of LaSalle University with a B.A. in mathematics.

Steven R. Crane, age 45, is Senior Vice President, Secretary and Controller of Willowbridge. He has been a principal of Willowbridge since October 1996. He is also Secretary of Doublewood and has been a principal of Doublewood since July 2000. He is Secretary, Managing Director and director of Union Spring and has been a principal of Union Spring since July 2000. Mr. Crane has a pending application to serve as principal of Willow Global. He was Vice President, Secretary, Treasurer, and director of Limerick and was a principal of Limerick from July 2000 through February 2011. He oversees accounting, financial reporting and operations at Willowbridge. Mr. Crane has been employed by Willowbridge since April 1993. Prior to that, he was employed by Caxton from April 1992 to April 1993 as a Senior Accountant. From September 1989 through April 1992, Mr. Crane worked as a Senior Auditor for Deloitte & Touche LLP, an accounting firm. Mr. Crane is a Certified Public Accountant and a member of the AICPA. He graduated magna cum laude from North Carolina State University with a B.A. in accounting.

James A. Datri, age 49, is Vice President of Willowbridge. He has been a principal of Willowbridge since August 2007 and has been an associated person of Willowbridge since April 1997. Mr. Datri is currently responsible for overseeing trading activities for Willowbridge’s technical trading systems. He has been employed by Willowbridge since February 1995, holding various positions and handling a wide range of responsibilities in operations and trading during that time. Prior to joining Willowbridge, Mr. Datri worked at Caxton Associates, LLC from April 1988 through January 1995 as a trading assistant, providing support and research for various traders. Previously, he spent three years, from May 1985 through April 1988, at Merrill Lynch, a financial services company, in an operations capacity. Mr. Datri is a graduate of Monmouth College with a B.S. in finance.

Edward T. Dunne, age 69, is Managing Director of Willowbridge. He has been a principal of Willowbridge since July 2000. He is also Managing Director of Doublewood and has been a principal of Doublewood since July 2000. Mr. Dunne is Managing Director and director of Union Spring and has been a principal of Union Spring since March 1996 and has been an associated person of Union Spring since September 2000. From March 1992 to February 1998, Mr. Dunne was a shareholder and managing director of Nordek Associates, Inc., a commodity pool operator and commodity trading advisory firm. Mr. Dunne was a director of Star Asset Management Limited, a Bermuda money management company, from August 1995 to January 1998, and again from July 2001 through December 2008. In addition, from November 1993 to May 1994, Mr. Dunne was a managing director for the Alpha Global Proprietary Trading Division of Alpha Investment Management, Inc., an investment management firm. From September 1987 to December 1993, he was a managing director of UBS Securities LLC, a broker dealer. From July 1986 to August 1987, he served as an executive vice president and director of capital markets of Mosely Securities Corporation, an investment bank and broker dealer. After receiving his degree from Norwich University and a commission as an officer in the U.S. Army, Mr. Dunne continued his education at New York University’s Graduate School of Public Administration. Mr. Dunne also attended the New England School of Law. In addition, Mr. Dunne has attended the Securities Industry Institute at the University of Pennsylvania’s Wharton School of Business.

Virginia M. Loebel, age 52, is Managing Director at Willowbridge, Doublewood and Union Spring and has been a principal of each firm since September 2000. Prior to a deferred start date at Willowbridge, Ms. Loebel was employed by Union Bank of Switzerland, a bank, from August 1992 to April 1999 with credit and relationship management responsibility for major U.S. investment banks. Her last position with Union Bank of Switzerland was as Managing Director in charge of domestic managed funds and investment bank credit relationships with total credit facilities in excess of $20 billion. From August 1985 to August 1992, Ms. Loebel was a Vice President at Citibank, a bank, in Investment Banking and Managed Funds. Ms. Loebel completed the credit training program at Bankers Trust Company, a bank, where she was employed from February 1983 to August 1985. Ms. Loebel graduated cum laude from Villanova University with a B.S. in Finance and Economics.

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Richard G. Faux, Jr., age 76, has been Executive Director of Willowbridge since April 1995. He has been a principal and an associated person of Willowbridge since February 1996. He is Executive Director of Doublewood and has been a principal of Doublewood since July 2000 and an associated person of Doublewood since March 1996. He is President and a director of Union Spring and has been a principal and an associated person of Union Spring since March 1996. Mr. Faux oversees administration at Willowbridge and performs similar duties for Doublewood and Union Spring. Since March 16, 1995, Mr. Faux has been president of GTR Capital Corporation (“GTR”), a consulting firm that has been a registered CTA since March 2010 and an NFA member since April 2010. Mr. Faux has been a principal and an associated person of GTR since March 2010. Mr. Faux co-founded MC Baldwin Financial Company (formerly known as Baldwin Financial Corporation and together with its affiliated companies, Baldwin Funds and Baldwin Investment Corporation, “MC Baldwin”) in April 1989 and served as its Co-Chief Executive Officer sharing the oversight of the operations of the company until April 1995, at which time MC Baldwin was an international trading manager which developed futures funds for its partner, Mitsubishi Corporation, a general trading company, and other institutional clients. Prior to forming MC Baldwin, Mr. Faux was President and a responsible party of Merrill Lynch Options/Futures Management Inc., a futures fund subsidiary of Merrill Lynch Pierce Fenner & Smith, a broker dealer, from December 1984 to April 1989. From October 1986 until October 1989, Mr. Faux was a principal and associated person of Merrill Lynch Alternative Investments LLC, an asset management company. Before Mr. Faux’s joining Merrill Lynch in 1984, it had raised only $13 million in futures funds. When he left, the company had raised $930 million, including one of the first multi-advisor futures funds. Previously, he spent four years, from January 1981 through December 1984, at Thomson McKinnon Securities, Inc., a futures commission merchant, where he helped develop futures funds, including one of the first financial futures funds. From August 1977 through January 1981, Mr. Faux was self-employed acting as advisor on financial projects and developing expertise in financial futures. Earlier, Mr. Faux spent ten years from August 1967 through August 1977 as Vice President of the investment management and institutional sales departments at Kuhn Loeb & Co., an investment bank. He is a graduate of Brown University and the Columbia University Graduate School of Business.

James J. O’Donnell, age 63, is Senior Vice President of Willowbridge and has been a principal of Willowbridge since November 1996. He is also Managing Director of Doublewood and has been a principal of Doublewood since July 2000. He is Managing Director of Union Spring and has been a principal of Union Spring since July 2000. Mr. O’Donnell oversees Willowbridge’s computer and information needs, including trading information systems, accounting information systems, automating certain operational and compliance activities and support for ongoing research of new computerized trading systems and effectiveness testing of existing trading systems. Mr. O’Donnell has been employed by Willowbridge since September 1, 1992. From June 1987 through August 1992, Mr. O’Donnell was Manager of Computer Information Systems at Caxton. From April 1979 through May 1987, Mr. O’Donnell was manager of Research Information Systems at Commodities Corporation, a commodity pool operator and commodities trading advisor. Prior to that, he was employed by Penn Mutual Life Insurance Company, a mutual life insurance company, from September 1973 through March 1979 as Senior Programmer Analyst. He is a graduate of LaSalle University with a B.A. in mathematics.

Steven R. Crane, age 46, is Senior Vice President, Secretary and Controller of Willowbridge. He has been a principal of Willowbridge since October 1996. He is also Secretary of Doublewood and has been a principal of Doublewood since July 2000. He is Secretary, Managing Director and director of Union Spring and has been a principal of Union Spring since July 2000. Mr. Crane has a pending application to serve as principal of Willow Global. He was Vice President, Secretary, Treasurer, and director of Limerick and was a principal of Limerick from July 2000 through February 2011. He oversees accounting, financial reporting and operations at Willowbridge. Mr. Crane has been employed by Willowbridge since April 1993. Prior to that, he was employed by Caxton from April 1992 to April 1993 as a Senior Accountant. From September 1989 through April 1992, Mr. Crane worked as a Senior Auditor for Deloitte & Touche LLP, an accounting firm. Mr. Crane is a Certified Public Accountant and a member of the AICPA. He graduated magna cum laude from North Carolina State University with a B.A. in accounting.

James A. Datri, age 50, is Vice President of Willowbridge. He has been a principal of Willowbridge since August 2007 and has been an associated person of Willowbridge since April 1997. Mr. Datri is currently responsible for overseeing trading activities for Willowbridge’s technical trading systems. He has been employed by Willowbridge since February 1995, holding various positions and handling a wide range of responsibilities in operations and trading during that time. Prior to joining Willowbridge, Mr. Datri worked at Caxton Associates, LLC from April 1988 through January 1995 as a trading assistant, providing support and research for various traders. Previously, he spent three years, from May 1985 through April 1988, at Merrill Lynch, a financial services company, in an operations capacity. Mr. Datri is a graduate of Monmouth College with a B.S. in finance.

Edward T. Dunne, age 70, is Managing Director of Willowbridge. He has been a principal of Willowbridge since July 2000. He is also Managing Director of Doublewood and has been a principal of Doublewood since July 2000. Mr. Dunne is Managing Director and director of Union Spring and has been a principal of Union Spring since March 1996 and has been an associated person of Union Spring since September 2000. From March 1992 to February 1998, Mr. Dunne was a shareholder and managing director of Nordek Associates, Inc., a commodity pool operator and commodity trading advisory firm. Mr. Dunne was a director of Star Asset Management Limited, a Bermuda money management company, from August 1995 to January 1998, and again from July 2001 through December 2008. In addition, from November 1993 to May 1994, Mr. Dunne was a managing director for the Alpha Global Proprietary Trading Division of Alpha Investment Management, Inc., an investment management firm. From September 1987 to December 1993, he was a managing director of UBS Securities LLC, a broker dealer. From July 1986 to August 1987, he served as an executive vice president and director of capital markets of Mosely Securities Corporation, an investment bank and broker dealer. After receiving his degree from Norwich University and a commission as an officer in the U.S. Army, Mr. Dunne continued his education at New York University’s Graduate School of Public Administration. Mr. Dunne also attended the New England School of Law. In addition, Mr. Dunne has attended the Securities Industry Institute at the University of Pennsylvania’s Wharton School of Business.

Virginia M. Loebel, age 53, is Managing Director at Willowbridge, Doublewood and Union Spring and has been a principal of each firm since September 2000. Prior to a deferred start date at Willowbridge, Ms. Loebel was employed by Union Bank of Switzerland, a bank, from August 1992 to April 1999 with credit and relationship management responsibility for major U.S. investment banks. Her last position with Union Bank of Switzerland was as Managing Director in charge of domestic managed funds and investment bank credit relationships with total credit facilities in excess of $20 billion. From August 1985 to August 1992, Ms. Loebel was a Vice President at Citibank, a bank, in Investment Banking and Managed Funds. Ms. Loebel completed the credit training program at Bankers Trust Company, a bank, where she was employed from February 1983 to August 1985. Ms. Loebel graduated cum laude from Villanova University with a B.S. in Finance and Economics.

Janice A. Kioko, age 49, is General Counsel, Chief Compliance Officer, and has been a principal of Willowbridge since September 2005. Ms. Kioko also serves as General Counsel and Chief Compliance Officer of Doublewood and Union Spring and has been a principal of each firm since September 2005. Prior to joining Willowbridge, Ms. Kioko was Vice President and Assistant General Counsel at Goldman Sachs Asset Management, an asset management company, and affiliate Commodities Corporation LLC, later known as Goldman Sachs Hedge Fund Strategies LLC, a registered CTA and CPO, where she was dedicated to hedge funds from July 1999 to August 2005. From September 1998 to July 1999, she worked at Cahill Gordon & Reindel, a law firm, as an associate. Ms. Kioko was employed as an associate by Morgan Stanley Asset Management, an asset management company, and Morgan Stanley & Co., an affiliated financial services firm, from July 1991 to January 1998, and as a credit analyst by Smith Barney, Harris Upham & Co., a financial services firm, from August 1988 to January 1991. Ms. Kioko has a J.D. from Fordham University Law School, where she attended classes at night except for a period of full-time study from January 1998 through September 1998. She has an M.B.A. in Finance from Fordham Graduate School of Business Administration where she also attended classes at night except for a period of full-time study from January 1991 through June 1991 and a B.A. in Economics from Columbia University.

QIM

The trading principals of QIM are Jaffray Woodrif, Michael Geismar and Greyson Williams.

Jaffray Woodriff. Mr. Woodriff, age 4445, has 20 years’ experience trading financial markets using proprietary quantitative models that he has developed. In 2003, Mr. Woodriff co-founded QIM to offer the Global Program to outside clients. He guides all aspects of QIM’s business and is chiefly responsible for the constant innovation and improvement of the models and techniques that underlie QIM’s predictions, trading, and risk management. Mr. Woodriff graduated from the University of Virginia with a BS in Business in 1991. Mr. Woodriff formed QIM in May 2003, has been registered with the CFTC as an associated person and listed as a principal since January 16, 2004 and January 13, 2004, respectively.

Michael Geismar. Mr. Geismar, age 4344, co-founded QIM in April 2003 with Mr. Woodriff after 18 months of successfully trading their proprietary accounts. As the head of trading for QIM, he implements the firm’s investment models and oversees its portfolio management. Mr. Geismar also manages investor relations and QIM’s general business affairs. Mr. Geismar graduated from the University of Virginia in 1994 with a BA in Mathematics and a minor in Statistics. Mr. Geismar formed QIM with Mr. Woodriff in May 2003, has been registered with the CFTC and listed as a principal since January 16, 2004 and as an associated person since November 28, 2005.

Greyson Williams. Mr. Williams, age 4041, co-founded QIM in April 2003 after working with Mr. Woodriff and Mr. Geismar as a consultant beginning December 2002. He serves as an analyst, assists in statistical analysis and the development of predictive and risk models, and manages the internal databases and in-house software development. Mr. Williams graduated from the University of Virginia in 1995 with a BA in English and a minor in Art History. Mr. Williams formed QIM in May 2003, has been registered with the CFTC and listed as a principal since January 16, 2004 and as an associated person since November 28, 2005.

Ryan Vaughan. Mr. Vaughan, age 4243, has spent the last ten years working in financial and corporate management. Mr. Vaughan joined QIM in September 2005 and became Chief Financial Officer and Chief Compliance Officer in January 2006. In the fall of 2002, Mr. Vaughan began providing investment consulting services as a registered investment advisor to retail clients, including work for the following financial institutions: UBS Financial Services (September 2002 through February 2004), Blue Ridge Financial Planning Services (February 2004 through September 2005), and Registered Investment Advisory (“RIA”). Mr. Vaughan does not manage futures investments for his RIA clients and there is no overlap between his RIA clients and QIM’s clients. Mr. Vaughan spends approximately 5% of his time on his RIA practice. Mr. Vaughan graduated from the University of Virginia in 1993 with a BS in Commerce, concentrating in Management Information Systems. Mr. Vaughan graduated from the University of Georgia in 1995 with an MBA with concentrations in economics and finance. Mr. Vaughan earned the Chartered Financial Analyst (CFA) designation in 2003. Mr. Vaughan has been registered with the CFTC as an associated person and listed as a principal of QIM since June 8, 2006 and October 31, 2006, respectively.

Paul McKee. Mr. McKee, age 4546, joined QIM in January 2005 and became Chief Technology Officer in March 2009. His responsibilities include managing developers and other technical staff, developing QIM’s broad technical strategy and assisting with maintenance and development of predictive code. Before coming to QIM, Mr. McKee was a research physicist at the University of Virginia for four years from September 2000 through October 2004. His research was primarily conducted at Department of Energy particle accelerator facilities in Newport News, Virginia, and Stanford University, California. From November 2004 through December 2004, Mr. McKee was between employment positions. Mr. McKee graduated from Georgetown University in 1990 with a B.S. in Physics and a minor in Computer Science, from the University of Virginia in 1995 with an M.A. in Physics, and from the University of Virginia in 2000 with a Ph.D. in Nuclear Physics. Mr. McKee has been registered with the CFTC as an associated person and listed as a principal of QIM since February 17, 2009 and March 3, 2009, respectively.

26Molly Dunnington. Ms. Dunnington, age 40, started at QIM in May 2009 and became Chief Compliance Officer in January 2011. Ms. Dunnington's responsibilities include all compliance reporting and recordkeeping requirements related to the CFTC and NFA as well as the upcoming registration with the SEC. She is also responsible for the accounting of the Quantitative Global Funds. Before joining QIM, Ms. Dunnington had been Vice President, Finance at The Community Foundation Serving Richmond & Central Virginia where she worked from May 2002 through April 2009. Prior to that, she worked in the audit practice at KPMG from January 1998 through May 2002. Ms. Dunnington graduated from the University of Virginia in 1998 with a B.S. in Commerce with a concentration in accounting.

Molly Dunnington. Ms. Dunnington, age 39, started at QIM in May 2009 and became Chief Compliance Officer in January 2011. Ms. Dunnington's responsibilities include all compliance reporting and recordkeeping requirements related to the CFTC and NFA as well as the upcoming registration with the SEC. She is also responsible for the accounting of the Quantitative Global Funds. Before joining QIM, Ms. Dunnington had been Vice President, Finance at The Community Foundation Serving Richmond & Central Virginia where she worked from May 2002 through April 2009. Prior to that, she worked in the audit practice at KPMG from January 1998 through May 2002. Ms. Dunnington graduated from the University of Virginia in 1998 with a B.S. in Commerce with a concentration in accounting.28

PJM

The trading principals of PJM are Peter Matthews and Jacqueline Matthews.

Peter Matthews. Dr. Peter F. Matthews is the Founder and Managing Partner of PJM which established itself as an independent investment management business in 2008. Dr. Matthews is a pioneer and has played a prominent role in the development and growth of the managed funds industry. Prior to PJM, he co-founded Mint Investment Management Company (“MINT”) in 1984 to trade the systems he had created in 1981 for the world’s global futures and currency forward markets using his Statistical Approach to Trading (SAT). Dr. Matthews also created the world’s first Guaranteed Fund in 1987. Dr. Matthews retired from MINT in 2000 but maintained an active interest in markets and trading systems. In 2004, he came back with a new systematic global macro model based on a more advanced Scientific Approach to Trading which sees investment markets as examples of Complex Adaptive Systems. The model was first traded under an exclusive contract with Caxton Associates. In 1994, Dr. Matthews received the Donchian Award for Lifetime Contribution to the managed funds industry and was founder and chairman emeritus of the Foundation for Managed Derivatives Research. Dr. Matthews received his B.A. in Mathematics and Economics from Carleton University, Canada where he was an Ontario Scholar. He received his M.A. and PhD in Statistics from The American University in Washington, D.C. He was awarded the Massey Foundation Fellowship throughout his PhD program.

Jacqueline Matthews. Jacqueline Matthews is Chief Operating Officer and Managing Partner of PJM. Her responsibilities include supervision of the trading and execution desk, business development, regulatory compliance and overall management of the employees and the growth of the firm. Previously, Ms. Matthews was a corporate finance investment banker with Goldman Sachs. She was also a member of the portfolio management team for the family office of U.S. Senator Mark R. Warner of Virginia. Ms. Matthews was appointed Executive Advisor to then Governor Mark R. Warner of Virginia for the China Trade Mission in June 2004. Ms. Matthews received her M.A. in International Economics from The Johns Hopkins School of Advanced International Studies and a B.A. in Economics from Wellesley College.

DPT

The trading principals of DPT are John M. Mulvey, Robert L. Lerner and Woo Chang Kim.

John M. Mulvey, Ph.D. John Mulvay is an internationally recognized expert in the field of advanced portfolio models. He has three decades’ experience using high performance computers and optimization algorithms to solve complex portfolio modeling problems. Financial companies that Professor Mulvey has worked with on risk management and asset allocation issues include American Express, Towers Perrin-Tillinghast, Pacific Mutual, and St. Paul Insurance. In addition, he has built significant planning systems for government agencies, including the Office of Tax Analysis for the Treasury Department, and the Joint Chiefs of Staff in the Defense Department. He has edited five books and published over 120 papers in the areas of finance, optimization, and alternative investments. Prof. Mulvey has been a member of the Bendheim Center for Finance at Princeton University since its founding in 1999, and a faculty member at Princeton for the past 32 years. He received his B.S. in Engineering from University of Illinois, M.S. in Computer Science from University of Illinois, M.S. in Management Science from University of California, Los Angeles and Ph.D. in Management from University of Illinois.

27Robert L. Lerner. Robert Lerner has twenty years of experience in the hedge fund industry and has co-founded a number of successful alternative investment companies, including Partners Capital Investment Group, Inc., Mount Lucas Management Corporation, WoodAllen Capital Management and Ruvane Fund Management Corporation. Mr. Lerner is also an advisor to Bridgeton Fund Management, LLC, the General Partner. Mr. Lerner also has been an active investor in the institutional investment research sector, making venture investments into start-ups such as Intralinks, Inc., Gerson Lehrman Group, Majestic Research, and CallStreet. Previously, Mr. Lerner was employed by Commodities Corporation (now part of Goldman Sachs Asset Management). He also has practiced financial services law and is a member of the NFA. Mr. Lerner received a B.A. degree from Cornell University and a J.D. degree from Boston University Law School.

Robert L. Lerner. Robert Lerner has twenty years of experience in the hedge fund industry and has co-founded a number of successful alternative investment companies, including Partners Capital Investment Group, Inc., Mount Lucas Management Corporation, WoodAllen Capital Management and Ruvane Fund Management Corporation. Mr. Lerner also served as a principal and owner of Bridgeton Fund Management, LLC, the General Partner until October 1, 2013. Mr. Lerner also has been an active investor in the institutional investment research sector, making venture investments into start-ups such as Intralinks, Inc., Gerson Lehrman Group, Majestic Research, and CallStreet. Previously, Mr. Lerner was employed by Commodities Corporation (now part of Goldman Sachs Asset Management). He also has practiced financial services law and is a member of the NFA. Mr. Lerner received a B.A. degree from Cornell University and a J.D. degree from Boston University Law School.

Woo Chang Kim, Ph.D. Woo Chang Kim is an Assistant Professor at the Korean Advanced Institute of Science and Technology (KAIST). Dr. Kim has an undergraduate degree from Seoul National University in Industrial Engineering and a Ph.D. in Operations Research and Financial Engineering from Princeton. He has published numerous articles in finance and optimization, and his current research involves advanced optimization models to improve investment performance.

3D Capital

Eric Dugan is a founding principal of 3D Capital, and its sole Managing Member. As such, he is solely responsible tofor ~~manage~~managing all aspects of its operations, including the design and implementation of its trading systems. He was listed as a principal of 3D Capital in April 2010, and became registered as an associated person of the firm in July 2012.

Mr. Dugan began his trading career in January 1993 at Trout Trading Management Company, Ltd., a hedge fund manager selected as one of Barron’s top Hedge Fund 100 picks for 2009. At Trout, Mr. Dugan eventually managed all trading decisions during Asian market hours. He was instrumental in assessing European and U.S. economic activities and contributed to the development process of short-term trading strategies. Mr. Dugan was the only Trout trader given discretion to trade strategies other than those generated by the firm’s trading systems. He also was responsible to trade the two largest contracts in Trout’s portfolio.

Mr. Dugan left Trout in January 1999 to accept a position as Portfolio Manager for Willowbridge Associates, Inc., another hedge fund manager included in Barron’s top Hedge Fund 100 picks for 2009. At Willowbridge, Mr. Dugan managed the company’s short-term trading systems and directed the efforts of the short-term trading group. He also was responsible for the implementation and development of multiple successful and scalable short-term futures trading strategies designed to reduce risk and maximize return.

Since leaving Willowbridge in April 2007, Mr. Dugan has been self-employed as a trader of stock index futures products.

Mr. Dugan attended the University of Rhode Island, where he earned a Bachelor of Science Degree in Business. Born and raised in New Jersey, he, his wife and their son currently reside in Stone Ridge, New York.

Revolution

The principals of Revolution are Mark Andrew Chapin, Michael David Mundt, and Theodore Robert Olson.

Mark Andrew Chapin. Mark’s primary focus is the development of short-term trading methodologies for Revolution. Mark received his Bachelor of Science degree from Clarkson University in 1997 and his Masters of Science degree from the University of California at Berkeley in 1999. Both degrees are in mechanical engineering. Mark has an extensive background and also a strong interest both in algorithms and also their implementation in numerical code. Mark was employed by Seagate Technology, a hard-dis-drive company, between June 1999 and July 2007, where he worked on advanced concepts in the head/media department. He currently holds twelve U.S. patents in the area of disk-drive head/disk mechanics and has co-authored several peer-reviewed journal articles.

Mark has been registered with the CFTC as an Associated Person and the NFA as an associate member since June 11, 2008 and has been a listed Principal of Revolution since October 10, 2005.

Michael David Mundt. Michael’s tasks primarily consist of model development, business/marketing, and coordinating Revolution’s overall business and trading strategy.

Michael’s background is in engineering and applied science. He received his Bachelor of Science degree in Aerospace Engineering from the University of Colorado in 1989. He was awarded a Ph.D. in Aerospace Engineering in 1993, also from the University of Colorado; his thesis involved the exploration of chaos and turbulence in simple weather/climate models. After the completion of his academic studies, Michael transitioned into the technology industry. He was employed by Seagate Technology (a hard-disk drive company) as an engineer specializing in computational fluid mechanics between March 1998 and July 2007. He currently holds nineteen U.S. patents in the area of disk-drive head/disk mechanics.

Michael has been registered with the CFTC as an Associated Person and the NFA as an associate member since December 27, 2004 and has been a listed Principal of Revolution since December 27, 2004.

Theodore Robert Olson (“Rob”). Rob oversees the architecture and development of the hardware and software computing infrastructure at Revolution. Rob received his Bachelor of Science degree in Aerospace Engineering at the University of Arizona in 1989. He received his Master’s and Doctorate degrees in Aerospace Engineering at the University of Colorado in 1992 and 1996, respectively. Rob was employed at Raytheon Technology, an aerospace defense contractor, from June 1996 through June 2006. His primary job duties included code/software development, data analysis, and the development of statistical algorithms to process high-frequency, realtime data. Rob is familiar with a wide range of computing languages (e.g. Fortran, C, C++, Java), operating systems (e.g. Windows, Linux, Unix, Mac OS X), and application software (e.g. Perl, Matlab, Tcl/Tk).

Rob has been registered with the CFTC as an Associated Person and the NFA as an associate member since June 19, 2008 and has been a listed Principal of Revolution since September 2, 2005.

Bridgeton

The individual principals of Bridgeton are Mark D. Bradbury, Stephen J. Roseme and Jeffrey Brian Mokychic. Jason Valentz is pending registration as a principal as of March 17, 2015.

Mark D. Bradbury. Mr. Bradbury has been registered as a principal and associated person of Bridgeton Fund Management, LLC since September 10, 2014. He is also a beneficial owner and officer of Bridgeton Global Investor Services, Inc., a registered introducing broker and notice broker dealer. Mr. Bradbury began preparing for his role with Bridgeton Global in July 2014 and has been listed as an associated person since August 1, 2014 and as a principal since August 7, 2014. His commitment to provide investors with superior risk adjusted returns has led him to key trading and portfolio management roles in the derivatives industry. Mr. Bradbury was a Portfolio Manager and OTC Trader for Hanley Alternative Trade Group from September 2009. He was registered as an associated person with Hanley Alternative Trade Group, LLC, a registered CPO and CTA, from July 7, 2011 until such registration was withdrawn on April 30, 2012. He was registered as an associated person of FC Stone, LLC, an NFA registered Futures Commission Merchant and Commodity Trading Advisor from April 17, 2012 through withdrawing registration on June 30, 2014. Mr. Bradbury holds a Master’s Degree in Investment Management from Simon Fraser University in Vancouver, Canada. He is also a level III CFA candidate.

Stephen J. Roseme. Mr. Roseme is a beneficial owner and the Chief Executive of Bridgeton and has been listed as a principal since December 31, 2010 and registered as an associated person since January 11, 2011. Mr. Roseme is also a principal and the President of Bridgeton Global Investor Services, Inc., a registered introducing broker and notice broker dealer, and has been listed as a principal and registered as an associated person since January 5, 2000. Mr. Roseme was a principal and President of Bridgeton Capital Management Inc., a registered CPO and CTA, and was listed as a principal and registered as an associated person from May 1, 1997 until the firm’s withdrawal of registration on August 30, 2014. Mr. Roseme was also registered as a principal of DPT Capital Management, LLC, a registered CTA and CPO from October 11, 2012 until registration was withdrawn on April 1, 2014. Mr. Roseme was also President of Bridgeton Execution Services LLC, a registered introducing broker, and was listed as a principal from April 29, 2010 and registered as an associated person from July 26, 2010 until registration was withdrawn on January 28, 2012. He was also President of Grand Central Trading Company LLC, a registered introducing broker, and was listed as a principal from January 10, 2006 and registered as an associated person from January 13, 2006 until the firm’s registration was withdrawn on March 2, 2012. Mr. Roseme graduated from the University of Virginia.

Jeffrey Brian Mokychic. Mr. Mokychic has been listed as a principal of Bridgeton since February 9, 2011. Mr. Mokychic is also registered as a principal of Bridgeton Global Investor Services, Inc. since February 8, 2011 and has been registered as an associated person with that firm since March 22, 2000. Mr. Mokychic was also registered an associated person of Grand Central Trading Company, LLC from January 13, 2006 and as a principal from January 31, 2011 until the firm merged into Bridgeton Global Investor Services, Inc. in March 2012. Mr. Mokychic was also registered as an associated person of Bridgeton Execution Services, LLC from July 26, 2010 until the firm merged into Bridgeton Global Investor Services, Inc. in January 2012. Mr. Mokychic holds a B.S. degree in Actuarial Science from Pennsylvania State University.

Jason Valentz has been pending registration as a Principal with Bridgeton Fund Management, LLC since March 17, 2015. Mr. Valentz initially joined Bridgeton in December 2014 as a consultant. In 1998, Mr. Valentz joined Entergy Power Marketing Corp. as a Power Trader and later as an Asset Manager for their fleet of Merchant Power Plants. Mr. Valentz was also responsible for taking proprietary positions based on his fundamental view on Natural Gas and Spark Spreads. After the acquisition of Koch Entergy by Merrill Lynch in 2003, Mr. Valentz migrated to the newly formed Commodity Index Desk. Mr. Valentz ran a global book of business at Merrill, pricing trades for Government Investment Companies, Institutional Investors, Hedge Funds and Mutual Funds. Mr. Valentz also managed a proprietary trading desk focused on Commodity Swaps. Mr. Valentz graduated from Texas A&M University in 1995 with a degree in Finance.

Code of Ethics

The Partnership does not have any officers; therefore, it has not adopted a code of ethics applicable to the Partnership's principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The General Partner is primarily responsible for the day to day administrative and operational aspects of the Partnership's business. The General Partner has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions and a copy of such code is included as Exhibit 14.011.

ITEM 11. Executive Compensation.

The Partnership has no directors or executive officers. The General Partner manages and conducts the business of the Partnership. The General Partner receives management and other fees from the Partnership. See “Business -- Fees and Expenses.”

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of December 31, ~~2013~~2014, approximately 21,~~461~~840.~~4050~~2718 Partnership Units were held by ~~221~~170 Limited Partners and the General Partner. As of December 31, ~~2013~~2014 the following beneficially owned more than 5% of the outstanding Partnership Units in their respective Class.

(1) Title of Class	(2) Name and Address of Beneficial Owner:	(3) Amount and Nature of Beneficial Ownership Units Held	(4) Percent of Class
Class B1	KCM Retirement Plan*	257.1475 units valued at $~~231~~266,~~810~~884		2876.7232	%
Class B1	~~John~~NTC & ~~Elizabeth~~Co. Rotunno*FBO Douglas E. Woolley IRA	5339.~~1491~~9884 units valued at $4741,~~912~~503		511.9487	%
Class B1	~~Robert~~Princeton JEditorial Services TTEE Cecilia M. ~~Robson,~~Downey ~~IRA~~DBPP*	7639.~~8943~~7764 units valued at $6941,~~318~~282		811.5981	%
Class B1	Susanna Castillo-Robson, IRA*	76.8943 units valued at $69,318		8.59	%
Class B2	Strube Family Trust*	33.7716 units valued at $25,290		13.88	%
Class B1	Marsha Drane, IRA*	46.1051 units valued at $41,562		5.15	%
Class B2	Brad & Nancy Smith*	41.6783 units valued at $31,211		17.13	%
Class B1	Nancy Travers Lucas*	105.9215 units valued at $95,485		11.83	%
Class B2	Cetera Investment Services LLC FBO Barry Lanman IRA*	25.4484 units valued at $19,057		10.46	%
Class B2	~~Strube~~Joseph ~~Family~~Lane Trust*	3323.~~7716~~3072 units valued at $2217,~~593~~454		349.4258	%
Class B2	~~Brad~~Pershing RLLC FBO Brenda J. Burns*Clarke ROTH IRA	2236.~~6659~~3380 units valued at $1527,~~163~~212		2314.1093	%
Class B2	~~Brad~~Pershing &LLC ~~Nancy~~FBO Smith*Geoffrey C. Kline SEP	4182.~~6783~~7976 units valued at $2762,~~882~~002		4234.4802	%
Class B3	Barry Lanman, IRA*	19.3726 units valued at $16,883		41.19	%
Class B3	Brenda J. Clarke, IRA*	27.6623 units valued at $24,108		58.81	%
* All Shareholders are care of the Partnership, 4647 Saucon Creek Road, Suite 205, Center Valley, PA 18034

The Partnership has no directors or officers. The General ~~Partner~~partner manages and conducts the business of the Partnership. As of December 31, ~~2013~~2014, the General ~~Partner~~partner owned $12,~~760~~006 of General Partner interests in the Company, or 0.2618 Partnership Units, representing approximately 0.~~017~~02% of the total outstanding Partnership Capital. As of March 1, ~~2014~~2015, the General Partner owned $1,~~735~~986 of interests in the Partnership or 0.~~017~~02% of the Partnership. The General Partner is owned 100% by Bridgeton Group, LLC. As of December 31, 2014, Bridgeton Group, LLC was owned 49% by a trust for the benefit of Stephen J. Roseme’s family, 49% by Mark Bradbury, and 2% by Robert Lerner. As of March 16, 2015, Bridgeton Group, LLC is owned 32.66% by a trust for the benefit of Stephen J. Roseme’s family, 32.66% by Mark Bradbury, 32.66% by Jason Valentz, and 2.00% by Robert Lerner.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The General Partner manages and conducts the business of the Partnership. To compensate the General Partner for its management of the Partnership, its monitoring of the Advisors’ portfolio and its assumption of the financial burden of operating the Partnership, the General Partner receives management and other fees from the Partnership. See “Business - Fees and Expenses.” For the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the General Partner received a management fee from the Partnership pursuant to the Limited Partnership Agreement in the amounts of $~~141~~84,~~080~~390 and $~~168~~141,~~405~~080, respectively. For the years ended December 31, ~~2013~~2014 and ~~2012~~2013, the General Partner received net brokerage commissions of $~~304~~143,~~348~~926 and $~~515~~304,~~246~~348, respectively from the Partnership. ~~Net~~Prior to November 1, 2014, net brokerage commissions represent the gross brokerage commissions of 4.0% annually of the net asset value of the Class A Interests and 3.0% up to 6.0% annually of the Class B Interests equal to the following percentages: Series 1-3%, Series 2-6% and Series 3-5% and from these amounts, the General Partner paid for 1) actual trading commissions incurred by the Partnership and 2) 3% to properly registered selling agents as their ongoing compensation for servicing Class B Limited Partners. Effective November 1, 2014, each of Class A Interests and Class B Interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.13% (1.56% per year) of the net asset value of the Class A Interests and Class B Interests as of the beginning of each month. One individual who is associated with one of the Advisors iswas also a limited partner of the Partnership. At December 31, 2013 ~~and 2012~~ the individual’s outstanding partnership interest was $162,863. ~~and~~The ~~$169,579,~~individual ~~respectively~~fully redeemed in October 2014. Mr. Lerner serves as a ~~Principal~~principal and the Managing Director of DPT and as an advisor to Bridgeton Fund Management, LLC.

2932

ITEM 14. Principal Accounting Fees and Services.

The following table shows the fees (in thousands) paid or accrued by the Partnership for the audit and other services provided by Arthur F. Bell, Jr. and Associates, L.L.C. (“"Arthur Bell”") for ~~2013~~2014 and ~~2012~~2013:

		2013			2012
		2014		2013
~~Audit Fees (1)~~	Audit Fees (1)	$	7861.03	$	$78.0	~~72.1~~
~~Audit-Related Fees~~	Audit-Related Fees		-		-	-
Tax Fees (2)			-			-
	Tax Fees		-		-
~~All Other Fees~~	All Other Fees		-		-	-
		$	7861.03	$	$78.0	~~72.1~~

The General Partner is responsible for approving every engagement of Arthur Bell to perform audit or non-audit services for the Partnership before Arthur Bell is engaged to provide those services. The General Partner considers whether the provision of any non-audit provisions is compatible with maintaining Arthur Bell’s independence.

___________

(1) Audit fees represent fees for professional services provided in connection with the audit of the Partnership’s annual financial statements and review of the Partnership’s quarterly financial statements.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules.

Documents Filed as a Part of This Report.

1. See the Table of Contents to Financial Statements on page F-2, which is incorporated herein by reference.

2. See the Index to Exhibits, which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Bridgeton Tactical Advisors Fund, LP has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRIDGETON TACTICAL ADVISORS FUND, LP

By: Bridgeton Fund Management, LLC

Its: General Partner

By: /s/ ~~Stephen~~Mark JD. ~~Roseme~~Bradbury

~~Stephen~~Mark JD. ~~Roseme~~Bradbury, ~~Chief~~Managing ~~Executive, Principal Executive Officer and Principal Financial Officer~~Member

Date: March 3130, ~~2014~~2015

3133

INDEX TO EXHIBITS

Exhibit Number	Item Description

3.1	Certificate of Limited Partnership for the Partnership (Filed as Exhibit 3.1 to the Partnership’s Form 10 and incorporated by reference herein.)

3.2	Certificate of Amendment to Certificate of Limited Partnership for the Partnership (Filed as Exhibit 3.2 to the Partnership’s Form 10-K filed April 1, 2011 and incorporated by reference herein).

3.3	Form of Amended and Restated Limited Partnership Agreement for the Partnership (Filed as Exhibit 3.3 to the Partnership’s Form 10-K filed April 1, 2011 and incorporated by reference herein).

10.1	Trading Advisor Agreement between the General Partner and the Advisor (Filed as Exhibit 10.1 to the Partnership’s Form 10, and incorporated by reference herein.)

10.2	Commodity Trading Advisory Agreement between the Partnership and the Advisor dated February 19, 2010 (Filed as Exhibit 10.2 to the Partnership’s Form 10-K filed March 31, 2010 and incorporated by reference herein).

14.1	General Partner Code of Ethics (Filed as Exhibit 14.1 to the Partnership’s Form 10-K filed April 1, 2011 and incorporated by reference herein).

31.1	Rule 13a-14(a)/13d-14(a) Certifications

32.1	Section 1350 Certification

3234

BRIDGETON TACTICAL ADVISORS FUND, LP

TABLE OF CONTENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2013~~2014 AND ~~2012~~2013

	PAGES
Report of Independent Registered Public Accounting Firm	34
Financial Statements
Statements of Financial Condition	35
Condensed Schedules of Investments	36 – 37
Statements of Income (Loss)	38
Statements of Changes in Partners’ Capital (Net Asset Value)	39
Notes to Financial Statements	40 – 51

Report of Independent Registered Public Accounting Firm

33Financial Statements:

~~201~~ Statements ~~International~~of ~~Circle,~~Financial ~~Suite 400 Hunt Valley, Maryland 21030 ● USA Tel: 401-771-0001 ● Fax: 410-785-9784 www.arthurbellcpas.com~~Condition

Condensed Schedules of Investments

Statements of Income (Loss)

Statements of Changes in Partners’ Capital (Net Asset Value)

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Bridgeton Tactical Advisors Fund, LP

We have audited the accompanying statements of financial condition of Bridgeton Tactical Advisors Fund, LP, including the condensed schedules of investments, as of December 31, ~~2013~~2014 and ~~2012~~2013, and the related statements of income (loss) and changes in partners’ capital (net asset value) for the years then ended. These financial statements are the responsibility of the General Partner. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bridgeton Tactical Advisors Fund, LP as of December 31, ~~2013~~2014 and ~~2012~~2013, and the results of its operations and the changes in its net asset value for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Arthur F. Bell, Jr. & Associates, L.L.C.

Hunt Valley, Maryland

March 2830, ~~2014~~2015

BRIDGETON TACTICAL ADVISORS FUND, LP

STATEMENTS OF FINANCIAL CONDITION

AS OF DECEMBER 31, 2013 AND 2012

BRIDGETON TACTICAL ADVISORS FUND, LP
STATEMENTS OF FINANCIAL CONDITION
As of December 31, 2013 and December 31, 2012
	December 31,		December 31,
	2013		2012
ASSETS
Equity in futures trading accounts:
Due from brokers (including margin deposits of $708,949 for 2013 and $1,405,704 for 2012)	$	1,845,048	$	2,807,458
Net unrealized gains on open contracts		210,098		264,347
Net unrealized (losses) on open contracts		-		(42,250	)
		2,055,146		3,029,555
Cash and cash equivalents		9,905,623		12,357,488
Due from general partner		17,557		-
TOTAL ASSETS	$	11,978,326	$	15,387,043
LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
LIABILITIES
Prepaid subscriptions	$	1,409,247	$	9,795
Redemptions payable		-		59,260
Due to General Partner		-		19,980
Other accrued expenses		51,370		68,677
Accrued incentive fees		32,329		-
Accrued management fees		22,741		23,546
TOTAL LIABILITIES		1,515,687		181,258
PARTNERS’ CAPITAL (NET ASSET VALUE)
Limited partners - Class A (1,420.5030 and 1,886.9744 fully redeemable units
at December 31, 2013 and December 31, 2012, respectively)		9,546,996		13,517,686
Limited partners - Class B (1,040.6402 and 1,808.0053 fully redeemable units
at December 31, 2013 and December 31, 2012, respectively)		913,883		1,686,224
General partner - Class A (0.2618 fully redeemable units
at December 31, 2013 and December 31, 2012)		1,760		1,875
TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)		10,462,639		15,205,785
TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)	$	11,978,326	$	15,387,043

See Notes to Financial Statements

BRIDGETON TACTICAL ADVISORS FUND, LP

CONDENSED SCHEDULES OF INVESTEMENTS

AS OF DECEMBER 31, 2013

LONG FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	(505	)		(0.005	)%
Currencies		48,558			0.464	%
Energy		19,447			0.186	%
Metals		13,862			0.133	%
Stock indices		42,875			0.409	%
Total long futures contracts	$	124,237			1.187	%
SHORT FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	32,312			0.309	%
Currencies		24,287			0.232	%
Energy		(752	)		(0.007	)%
Financials		48,042			0.459	%
Metals		(17,728	)		(0.169	)%
Stock indices		(300	)		(0.003	)%
Total short futures contracts	$	85,861			0.821	%
Total futures contracts	$	210,098			2.008	%

______________________________

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

See Notes to Financial Statements

BRIDGETON TACTICAL ADVISORS FUND, LP

BRIDGETON TACTICAL ADVISORS FUND, LP
CONDENSED STATEMENTS OF FINANCIAL CONDITION
As of December 31, 2014 and 2013
________________

	December 31,			December 31,
	2014			2013
ASSETS
Equity in broker trading accounts:
Due from brokers (including margin deposits of $591,118 for 2014 and $708,949 for 2013)	$	1,723,176		$	1,845,048
Purchased options on futures contracts (premiums paid - $167,200 for 2014)		70,200			-
Written options on futures contracts (premiums received - $71,600 for 2014)		(29,200	)		-
Net unrealized gain on open futures contracts		405,192			210,098
Deposits with brokers		2,169,368			2,055,146
Cash and cash equivalents		8,073,505			9,905,623
Due from general partner		9,815			17,557
TOTAL ASSETS	$	10,252,688		$	11,978,326
LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
LIABILITIES
Prepaid subscriptions	$	20,000			-
Redemptions payable		-			1,409,247
Other accrued expenses		46,801			51,370
Accrued incentive fees		-			32,329
Accrued management fees		253			22,741
TOTAL LIABILITIES		67,054			1,515,687
PARTNERS’ CAPITAL (NET ASSET VALUE)
Limited partners - Class A (1,259.7566 and 1,420.5030 fully redeemable units at December 31, 2014 and December 31, 2013, respectively)		9,651,733			9,546,996
Limited partners - Class B (580.2534 and 1,040.6402 fully redeemable units at December 31, 2014 and December 31, 2013, respectively)		531,895			913,883
General partner - Class A (0.2618 fully redeemable units at December 31, 2014 and December 31, 2013)		2,006			1,760
TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)		10,185,634			10,462,639
TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)	$	10,252,688		$	11,978,326

~~CONDENSED~~See ~~SCHEDULES~~Notes OFto ~~INVESTEMENTS~~Financial ~~(CONTINUED)~~Statements.

AS OF DECEMBER 31, 2012

LONG FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	(3,627	)		(0.024	)%
Currencies		107,120			0.705	%
Energy		14,886			0.098	%
Financials		62,457			0.411	%
Metals		(57,914	)		(0.381	)%
Stock indices		(315	)		(0.002	)%
Total long futures contracts	$	122,607			0.807	%
SHORT FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	98,922			0.651	%
Currencies		95,099			0.625	%
Energy		2,211			0.015	%
Financials		(25,531	)		(0.168	)%
Metals		(6,502	)		(0.043	)%
Stock indices		(64,709	)		(0.426	)%
Total short futures contracts	$	99,490			0.654	%
Total futures contracts	$	222,097			1.461	%

______________________________

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

See Notes to Financial Statements

BRIDGETON TACTICAL ADVISORS FUND, LP

BRIDGETON TACTICAL ADVISORS FUND, LP
CONDENSED SCHEDULES OF INVESTMENTS
As of December 31, 2014
________________

LONG FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	(8,238	)		(0.081	)%
Financials		39,511			0.388	%
Stock indices		37,248			0.366	%
Total long futures contracts	$	68,521			0.673	%

SHORT FUTURES CONTRACTS
				% of
	Unrealized			Partners’
	Gain, Net			Capital*
Futures Industry Sector
Commodities	$	89,020			0.874	%
Currencies		60,795			0.597	%
Energy		140,311			1.377	%
Metals		46,545			0.457	%
Total short futures contracts	$	336,671			3.305	%
Total futures contracts	$	405,192			3.978	%

				% of
				Partners’
	Fair Value			Capital*
PURCHASED OPTIONS ON FUTURES CONTRACTS
Energy	$	70,200			0.689	%
Total purchased options on futures contracts (premiums paid - $167,200)	$	70,200			0.689	%

WRITTEN OPTIONS ON FUTURES CONTRACTS
Energy	$	(29,200	)		(0.287	)%
Total written options on futures contracts (premiums received $71,600)	$	(29,200	)		(0.287	)%

~~STATEMENTS OF INCOME (LOSS)~~________

~~FOR~~* No ~~THE~~single ~~YEARS~~contract’s ~~ENDED~~value ~~DECEMBER~~exceeds ~~31,~~5% ~~2013~~of ~~AND~~partners’ ~~2012~~capital.

	2013			2012
NET INVESTMENT (LOSS)
Income:
Interest income	$	7,099		$	18,102
Expenses:
Brokerage commissions		551,526			663,889
Incentive fees		362,310			230,711
Management fees		271,904			322,399
Professional fees		130,784			148,674
Accounting, administrative and other expenses		85,225			117,406
Total expenses		1,401,749			1,483,079
Net investment (loss)		(1,394,650	)		(1,464,977	)
TRADING PROFITS (LOSSES)
Profits (losses) on trading of futures
and forward currency contracts:
Net realized gains on closed contracts		511,732			863,918
Change in net unrealized gains (losses) on open contracts		(11,999	)		43,993
Net trading profits		499,733			907,911
NET (LOSS)	$	(894,917	)	$	(557,066	)
NET (LOSS) PER UNIT
(based on weighted average number of units outstanding during the period)
Class A	$	(448.03	)	$	(239.99	)
Class B - Series 1	$	(55.92	)	$	(22.97	)
Class B - Series 2	$	(47.42	)	$	(58.13	)
Class B - Series 3	$	(66.82	)	$	(40.23	)

See Notes to Financial Statements.

See Notes to Financial Statements

BRIDGETON TACTICAL ADVISORS FUND, LP

BRIDGETON TACTICAL ADVISORS FUND, LP
CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)
As of December 31, 2013
________________

LONG FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	(505	)		(0.005	)%
Currencies		48,558			0.464	%
Energy		19,447			0.186	%
Metals		13,862			0.133	%
Stock indices		42,875			0.409	%
Total long futures contracts	$	124,237			1.187	%

SHORT FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	32,312			0.309	%
Currencies		24,287			0.232	%
Energy		(752	)		(0.007	)%
Financials		48,042			0.459	%
Metals		(17,728	)		(0.169	)%
Stock indices		(300	)		(0.003	)%
Total short futures contracts	$	85,861			0.821	%
Total futures contracts	$	210,098			2.008	%

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

~~FOR~~* ~~THE~~No ~~YEARS~~single ~~ENDED~~contract’s ~~DECEMBER~~value ~~31,~~exceeds ~~2013~~5% ~~AND~~of ~~2012~~partners’ capital.

	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,
December 31, 2011		0.2618	$	1,937			2,219.1567		$	16,413,423		$	16,415,360		1,613.6842		$	1,569,042			456.3716		$	349,771			47.0348	$	46,026		$	1,964,839		$	18,380,199
Subscriptions		-		-			58.5907			417,487			417,487		87.8713			85,000			0			0			-		-			85,000			502,487
Redemptions		-		-			(385.4955	)		(2,775,876	)		(2,775,876	)	(128.0614	)		(119,614	)		(308.6715	)		(224,345	)		-		-			(343,959	)		(3,119,835	)
Transfers		-		-			(5.2775	)		(37,142	)		(37,142	)	39.7763			37,142			-			-			-		-			37,142			-
Net (loss)		-		(62	)		-			(500,206	)		(500,268	)	-			(36,941	)		-			(17,965	)		-		(1,892	)		(56,798	)		(557,066	)
PARTNERS' CAPITAL,
December 31, 2012		0.2618	$	1,875			1,886.9744		$	13,517,686		$	13,519,561		1,613.2704		$	1,534,629			147.7001		$	107,461			47.0348	$	44,134		$	1,686,224		$	15,205,785
Subscriptions		-		-			73.3451			503,975			503,975		174.6908			165,000			-			-			-		-			165,000			668,975
Redemptions		-		-			(539.8165	)		(3,680,505	)		(3,680,505	)	(892.4715	)		(800,523	)		(49.5844	)		(36,176	)		-		-			(836,699	)		(4,517,204	)
Net (loss)		-		(115	)		-			(794,160	)		(794,275	)	-			(91,852	)		-			(5,647	)		-		(3,143	)		(100,642	)		(894,917	)
PARTNERS' CAPITAL,
December 31, 2013		0.2618	$	1,760			1,420.5030		$	9,546,996		$	9,548,756		895.4897		$	807,254			98.1157		$	65,638			47.0348	$	40,991		$	913,883		$	10,462,639
																	Net Asset Value Per Unit
																	Class A			Class B, Series 1			Class B, Series 2			Class B, Series 3
December 31, 2011																	$	7,396.24	(1)	$	972.34		$	766.42		$	978.55
December 31, 2012																	$	7,163.68	(2)	$	951.25		$	727.56		$	938.33
December 31, 2013																	$	6,720.86	(3)	$	901.47		$	668.99		$	871.50

See Notes to Financial Statements.

______________________________

(1) Based on 2,219.4185 Class A shares

(2) Based on 1,887.2362 Class A shares

(3) Based on 1,420.7648 Class A shares

See Notes to Financial Statements

BRIDGETON TACTICAL ADVISORS FUND, LP
STATEMENTS OF INCOME (LOSS)
For the Years Ended December 31, 2014 and 2013
________________

	2014			2013
NET INVESTMENT (LOSS)
Income:
Interest income	$	560		$	7,099

Expenses:
Brokerage commissions		337,241			551,526
Placement agent trail fees		15,547			-
Incentive fees		29,294			362,310
Management fees		173,710			271,904
Professional fees		155,396			130,784
Accounting, administrative and other expenses		66,421			85,225
Total expenses		777,609			1,401,749
Net investment (loss)		(777,049	)		(1,394,650	)
TRADING PROFITS (LOSSES)
Profits (losses) on trading of futures, options on futures, and forward currency contracts:
Net realized gains on closed contracts		1,834,182			511,732
Change in net unrealized gains (losses) on open contracts		140,494			(11,999	)
Net trading profits		1,974,676			499,733
NET INCOME (LOSS)	$	1,197,627		$	(894,917	)
NET INCOME (LOSS) PER UNIT
(based on weighted average number of units outstanding during the period)
Class A	$	851.16		$	(448.03	)
Class B - Series 1	$	60.79		$	(55.92	)
Class B - Series 2	$	157.52		$	(47.42	)
Class B - Series 3	$	2.96	(1)	$	(66.82	)

(1) Prior to the liquidating transfer of units to Class B Series 2 effective November 1, 2014.

See Notes to Financial Statements.

BRIDGETON TACTICAL ADVISORS FUND, LP
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE )
For the Years Ended December 31, 2014 and 2013
________________

	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,
December 31, 2012		0.2618	$	1,875			1,886.9744		$	13,517,686		$	13,519,561			1,613.2704		$	1,534,629			147.7001		$	107,461			47.0348		$	44,134		$	1,686,224		$	15,205,785
Subscriptions		-		-			73.3451			503,975			503,975			174.6908			165,000			-			-			-			-			165,000			668,975
Redemptions		-		-			(539.8165	)		(3,680,505	)		(3,680,505	)		(892.4715	)		(800,523	)		(49.5844	)		(36,176	)		-			-			(836,699	)		(4,517,204	)
Net (loss)		-		(115	)		-			(794,160	)		(794,275	)		-			(91,852	)		-			(5,647	)		-			(3,143	)		(100,642	)		(894,917	)
PARTNERS' CAPITAL,
December 31, 2013		0.2618	$	1,760			1,420.5030		$	9,546,996		$	9,548,756			895.4897		$	807,254			98.1157		$	65,638			47.0348		$	40,991		$	913,883		$	10,462,639
Subscriptions		-		-			76.9013			508,260			508,260			-			-			0.6166			445			80.3034			71,783			72,228			580,488
Redemptions		-		-			(237.6477	)		(1,547,517	)		(1,547,517	)		(558.5774	)		(491,251	)		(22.6654	)		(16,352	)		-			-			(507,603	)		(2,055,120	)
Transfers		-		-			-			-			-			-			-			167.2742			112,937.00			(127.3382	)		(112,937	)		-			-
Net income		-		246			-			1,143,994			1,144,240			-			33,666			-			19,558			-			163			53,387			1,197,627
PARTNERS' CAPITAL,
December 31, 2014		0.2618	$	2,006			1,259.7566		$	9,651,733		$	9,653,739			336.9123		$	349,669			243.3411		$	182,226			-		$	-		$	531,895		$	10,185,634

	Net Asset Value Per Unit
	Class A			Class B, Series 1		Class B, Series 2		Class B, Series 3
December 31, 2012	$	7,163.68	(1)	$	951.25	$	727.56	$	938.33
December 31, 2013	$	6,720.86	(2)	$	901.47	$	668.99	$	871.50
December 31, 2014	$	7,661.59	(3)	$	1,037.86	$	748.85	$	886.90	(4)

________

(1) Based on 1,887.2362 Class A units

(2) Based on 1,420.7648 Class A units

(3) Based on 1,260.0184 Class A units

(4) Prior to the liquidating transfer of units to Class B Series 2 effective November 1, 2014.

See Notes to Financial Statements.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

~~1. PARTNERSHIP ORGANIZATION~~_______________

Bridgeton Tactical Advisors Fund, LP (formerly RFMC Tactical Advisors Fund, LP) (“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. Effective August 1, 2011, the Partnership added DPT Capital Management, LLC (“DPT”) and PJM Capital (“PJM”) as trading advisors in addition to Willowbridge and QIM. Effective March 1, 2013, the Partnership added 3D Capital Management, LLC (“3D Capital”) as a trading advisor. Effective October 22, 2013, the Partnership added Revolution Capital Management LLC (“Revolution”) as a trading advisor (Willowbridge, QIM, DPT, PJM, 3D Capital and Revolution, collectively the “Trading Advisors”). The Partnership terminated its relationships with DPT, PJM and 3D Capital effective January 31, 2013, July 1, 2013, and December 31, 2013, respectively. The Partnership’s business is to trade, buy, sell or otherwise acquire, hold or dispose of futures contracts, options on physical commodities and on futures contracts, forward contracts, and instruments that may be subject of a futures contract, including equities, indices and sectors ("Commodity Interests"), and any rights pertaining thereto and to engage in all activities incident thereto. The objective of the Partnership is the appreciation of its assets though speculative trading.

1.	PARTNERSHIP ORGANIZATION

	Bridgeton Tactical Advisors Fund, LP (formerly RFMC Tactical Advisors Fund, LP) (“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 and effective August 1, 2011, the Partnership added DPT Capital Management, LLC (“DPT”) and PJM Capital (“PJM”) as trading advisors. Effective March 1, 2013, the Partnership added 3D Capital Management, LLC (“3D Capital”) as a trading advisor. Effective October 22, 2013, the Partnership added Revolution Capital Management LLC (“Revolution”) as a trading advisor. Effective October 1, 2014, the Partnership added Bridgeton Fund Management, LLC (“Bridgeton”) as a Trading Advisor (Willowbridge, QIM, DPT, PJM, 3D Capital, Revolution, and Bridgeton, collectively the “Trading Advisors”). The Partnership terminated the relationship with DPT, PJM, 3D Capital, and QIM effective January 31, 2013, July 1, 2013, December 31, 2013, and April 30, 2014, respectively, and Revolution and Willowbridge were both terminated effective October 31, 2014. Effective November 1, 2014, Bridgeton is acting as both the General Partner and the sole Trading Advisor. The Partnership is an Investment Company that follows the accounting and reporting guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (the "Codification") Topic 946 - Financial Services - Investment Companies. The Partnership's business is to trade, buy, sell or otherwise acquire, hold or dispose of futures contracts, options on physical commodities and on futures contracts, forward contracts, and instruments that may be the subject of a futures contract, including equities, indices and sectors ("Commodity Interests"), and any rights pertaining thereto and to engage in all activities incident thereto. The objective of the Partnership is the appreciation of its assets though speculative trading.

	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. The General Partner is required by the Limited Partnership Agreement, as amended and restated (the “Agreement”), to contribute $1,000 to the Partnership.

	In accordance with Section 5 of the Agreement, 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.

	From August 1, 2011 to January 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 34% to 43% to Willowbridge, 34% to 35% to QIM, 21% to 15% to PJM and 11% to 7% to DPT. From February 1, 2013 to March 1, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 47% to Willowbridge, 38% to QIM, and 15% to PJM. From March 1, 2013 to June 30, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 46% to Willowbridge, 36% to QIM, 12% to PJM, and 6% to 3D Capital. From July 1, 2013 to October 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 53% to Willowbridge, 35% to QIM, 12% to 3D Capital. From November 1, 2013 to December 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 37% to Willowbridge, 34% to QIM, 6% to 3D Capital, 23% to Revolution. From January 1, 2014 to April 30, 2014, the Partnership allocated its trading assets to the Trading Advisors: approximately 40% to Willowbridge, 35% to QIM, 25% to Revolution. From May 1, 2014 to September 30, 2014, the Partnership allocated its trading assets to the Trading Advisors: approximately 64% to Willowbridge and 36% to Revolution. During the month of October 2014, the allocation was adjusted to 47% for Willowbridge, 16% to Revolution, and 37% to Bridgeton. Effective November 1, 2014, the Partnership allocated 100% of its trading assets to Bridgeton. During the year ended December 31, 2013, two of the principals of the General Partner were also principals of DPT. The General Partner, in the future, may allocate the Partnership’s assets to other trading strategies and investment programs.

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. The General Partner is required by the Limited Partnership Agreement, as amended and restated (the “Agreement”), to contribute $1,000 to the Partnership.42

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.

From August 1, 2011 to January 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 34% to 43% to Willowbridge, 34% to 35% to QIM, 21% to 15% to PJM and 11% to 7% to DPT. From February 1, 2013 to March 1, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 47% to Willowbridge, 38% to QIM, and 15% to PJM. From March 1, 2013, to June 30, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 46% to Willowbridge, 36% to QIM, 12% to PJM, and 6% to 3D Capital. From July 1, 2013 to October 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 53% to Willowbridge, 35% to QIM, 12% to 3D Capital. From November 1, 2013 to December 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 37% to Willowbridge, 34% to QIM, 6% to 3D Capital and 23% to Revolution. During the years ended December 31, 2013 and 2012, two of the principals of the General Partner were also principals of DPT. The General Partner, in the future, may change the allocation percentages between the Trading Advisors or allocate the Partnership’s assets to other trading strategies and investment 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.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

~~2. SIGNIFICANT ACCOUNTING POLICIES~~_______________

A. Method of Reporting

1.	PARTNERSHIP ORGANIZATION (CONTINUED)

	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.

2.	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.

		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 Measurement. At December 31, 2014 and 2013, the Partnership had investments in money market mutual funds of $7,751,841 and $9,774,207, 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 December 31, 2014 and 2013 consisted of cash on deposit with the brokers of $1,723,176 and $1,845,048, 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. Interest income is recognized on an accrual basis.

	D.	Investments in Futures Contracts, Options on Futures Contracts, and Forward Currency Contracts

		Investments in futures contracts, options on futures contracts, and forward currency contracts are recorded on the trade date and open contracts are reported in the financial statements at their fair value on the last business day of the reporting period. The fair value of exchange-traded futures and options on futures contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of the last business day of the reporting period. Accordingly, such contracts are classified as Level 1 fair value estimates under the fair value hierarchy as described within ASC Topic 820, Fair Value Measurement. The fair value of forward currency (non-exchange traded) contracts is determined based on the interpolation of mid spot rates and forward points, as provided by a leading data provider. Such valuation technique for forward currency contracts represents both a market approach and an income approach to fair value measurements, and accordingly, forward currency contracts are categorized as Level 2 fair value estimates under ASC Topic 820. Gains or losses are realized when contracts are liquidated, on a first-in-first-out basis. Realized gains are netted with realized losses for financial reporting purposes and shown under the caption “Net realized gains on closed contracts” in the Statements of Income (Loss).

The Partnership’s financial statements are prepared in accordance with 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.43

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), referred to as ASC or the Codification, is the single source of U.S. GAAP.

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 Measurement. At December 31, 2013 and 2012, the Partnership had investments in money market mutual funds of $9,774,207 and $12,216,656, 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 December 31, 2013 and 2012 consisted of cash on deposit with the brokers of $1,845,048 and $2,807,458, 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. Interest income is recognized on an accrual basis.

D. Investments in Futures and Forward Currency Contracts

Investments in futures and forward currency contracts are recorded on the trade date and open contracts are stated in the financial statements at their fair value on the last business day of the reporting period. The fair value of futures contracts is determined based on quoted market prices, and accordingly such contracts are classified as Level 1 fair value estimates under the fair value hierarchy as described within ASC Topic 820, Fair Value Measurement. The fair value of forward currency (non-exchange traded) contracts is determined based on the interpolation of mid spot rates and forward points, as provided by a leading data provider. Such valuation technique for forward currency contracts represents both a market approach and an income approach to fair value measurements, and accordingly, forward currency contracts are categorized as Level 2 fair value estimates under ASC Topic 820. Gains or losses are realized when contracts are liquidated, on a first-in-first-out basis. Realized gains are netted with realized losses for financial reporting purposes and shown under the caption “Net realized gains on closed contracts” in the 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 contracts” and the aggregate net unrealized losses with such brokers as “Net unrealized losses on open contracts” in the Statements of Financial Condition. The net unrealized gains on open contracts with one broker are not offset against net unrealized losses on open contracts from another broker in the Statements of Financial Condition (see Note 4., Derivative Instruments, for disclosures about offsetting derivative assets and liabilities).

Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss) under the caption “Change in net unrealized gains (losses) on open contracts”.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

_______________

2.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Investments in Futures Contracts, Options on Futures Contracts, and Forward Currency Contracts (continued)

As the Partnership has the right of offset, the Partnership presents the aggregate net unrealized gains on open futures contracts with such brokers as “Net unrealized gains on open futures contracts” and the aggregate net unrealized losses on open futures contracts with such brokers as “Net unrealized losses on open futures contracts” in the Statements of Financial Condition, as applicable. The net unrealized gains on open futures contracts with one broker are not offset against net unrealized losses on open futures contracts from another broker in the Statements of Financial Condition where applicable (see Note 4., Derivative Instruments, for disclosures about offsetting derivative assets and liabilities).

Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss) under the caption “Change in net unrealized gains (losses) on open contracts”.

Brokerage Commissions

~~The~~Prior to November 1, 2014, the Class A limited partners ~~pay~~paid 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. Prior to November 1, 2014, Class B limited partners ~~pay~~paid 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%. Effective November 1, 2014, each of Class A interests and Class B interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.13% (1.56% per year) of the net asset value of the Class A interests and Class B interests as of the beginning of each month. The General Partner will pay from this amount all floor brokerage, exchange, clearing and NFA fees with respect to the Partnership’s trading, but the Partnership will pay all other execution costs, including give-up charges and service fees assessed by certain forward dealing desks. From these amounts, the General Partner paid (1) actual trading commissions incurred by the Partnership of $~~247~~193,~~178~~315 and $~~148~~247,~~643~~178 for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, respectively, and, prior to November 1, 2014, (2) 3.0% to properly registered selling agents as their ongoing compensation for servicing Class B limited partners (and to the extent the amount iswas less than 3%, the brokerage commissions with respect to such Class B limited partnership interests ~~will~~would be reduced accordingly). Effective November 1, 2014, the properly registered selling agents are paid through the placement agent trail fee (see Note 2.I.). 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.

Brokerage commissions charged to each Class or Series of class were as follows for the years ended December 31:

			2013			2012
		2014			2013
Class A	~~Class A~~	$	$317,915	~~498,031~~	$	$498,031	~~601,742~~
Class B – Series 1	~~Class B – Series 1~~		13,778	~~46,278~~		46,278	~~46,131~~
Class B – Series 2	~~Class B – Series 2~~		3,606	~~5,065~~		5,065	~~13,782~~
Class B – Series 3	~~Class B – Series 3~~		1,942	~~2,152~~		2,152	~~2,234~~
Total	~~Total~~	$	337,241		$	551,526
			$	551,526		$	663,889

As of December 31, ~~2013~~2014 and ~~2012~~2013, $179,~~557~~815 and $2817,~~963~~557, respectively, were due from the General Partner for reimbursement of brokerage commissions advanced by the Partnership. The Partnership's reimbursement of brokerage commissions due from the General Partner at December 31, 2012 has been offset with management fees due to the General Partner, resulting in the net amount of $19,980 due to General Partner (see Note 2.H.).

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 or placement agent trail fees, 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 or placement agent trail fees 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~~44

Pursuant to the Trading Advisory Agreements with Willowbridge (“Willowbridge Agreement”), QIM (“QIM Agreement”), DPT (“DPT Agreement”), PJM (“PJM Agreement”), 3D Capital (“3D Capital Agreement”), and Revolution (“Revolution Agreement”), the Trading Advisors are entitled to an incentive fee based on the New Profits, the New Net Profits, the New Trading Profits, or the New Net Total Return, as defined in the applicable Trading Advisory Agreements, of the Partnership’s trading assets allocated to the respective Trading Advisor. The Trading Advisors earn such incentive fees on a quarterly basis, except for 3D Capital; 3D Capital is entitled to a monthly incentive fee.

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.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

_______________

2.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

G. Incentive Fees ~~(continued)~~

~~QIM~~Pursuant ~~is entitled~~ to athe ~~quarterly~~Trading ~~incentive~~Advisory ~~fee~~Agreements ofwith ~~30%~~Willowbridge ~~of any New Net Profits~~ (as“Willowbridge ~~defined~~Agreement”), inQIM ~~the~~ (“QIM Agreement”), inDPT ~~the~~(“DPT ~~Partnership’s~~Agreement”), ~~account~~PJM ~~as of each calendar quarter end.~~ (“~~New~~PJM ~~Net Profits~~Agreement”), ~~for~~3D ~~the~~Capital ~~purpose~~(“3D ofCapital ~~calculating QIM’s incentive fee~~Agreement”), isRevolution ~~defined as the excess of cumulative gain/loss from commodity trading~~ (~~excluding~~“Revolution ~~interest~~Agreement”), ~~less trading~~ and ~~management~~Bridgeton ~~fees~~(“Bridgeton ~~over~~Agreement”), ~~its~~the ~~highest~~Trading ~~past~~Advisors ~~value~~are atentitled ~~any~~to ~~prior~~an ~~calendar~~incentive ~~quarterly~~fee ~~period~~based ~~with~~on ~~respect~~the toNew ~~trading~~Profits, ~~assets~~the ~~allocated~~New toNet ~~QIM.~~Profits, ~~The~~the ~~“gain/loss~~New ~~from~~Trading ~~commodity~~Profits, ~~trading”~~the isNew ~~the~~Net ~~net~~Total ~~gain~~Return, or ~~loss~~the ~~from~~Net ~~closed~~New ~~and~~High ~~completed~~Profits, ~~commodity~~as ~~transactions~~defined ~~(after~~in ~~brokerage commissions) plus~~ the ~~increases/decreases~~applicable inTrading ~~the~~Advisory ~~value~~Agreements, of ~~open positions at~~ the ~~end~~Partnership’s oftrading ~~each~~assets ~~calendar~~allocated ~~quarter~~to ~~(accounting~~the ~~for~~respective ~~commissions~~Trading ~~that~~Advisor. ~~would~~The beTrading ~~incurred~~Advisors byearn ~~closing~~ such ~~open~~incentive ~~positions).~~fees Inon ~~the~~a ~~event~~quarterly ~~of any subsequent losses~~basis, ~~the~~except ~~quarterly~~for ~~incentive~~3D ~~fees~~Capital; ~~would~~3D ~~not~~Capital bewas ~~charged~~entitled ~~until there are Net New Profits~~ to ~~offset~~a ~~such~~monthly ~~losses~~incentive fee.

~~DPT~~Willowbridge was entitled to a quarterly incentive fee of 1025% of any New ~~Trading~~ Profits, (as defined in the ~~DPT~~Willowbridge Agreement~~) in the Partnership’s account as of each calendar quarter end~~. The term “New ~~Trading~~ Profits”, for the purpose of calculating ~~DPT~~Willowbridge’s incentive fee only, is defined as the excess (if any) of ~~cumulative~~(A) ~~gain/loss~~the ~~from~~net ~~commodity~~asset ~~trading~~value ~~(excluding~~of ~~interest)~~the ~~less~~Partnership’s trading ~~and~~assets ~~management~~allocated ~~fees~~to ~~over~~Willowbridge ~~its~~as ~~highest~~of ~~past~~the ~~value~~last atday of any ~~prior~~ calendar ~~quarterly~~quarter ~~period~~(before ~~with~~deduction ~~respect~~of toincentive fees paid or accrued for such quarter), over (B) the net asset value of the Partnership’s trading assets allocated to ~~DPT.~~Willowbridge ~~The~~as ~~“gain/loss~~of ~~from~~the ~~commodity~~last ~~trading”~~day isof the ~~net~~most ~~gain~~recent orquarter ~~loss~~for ~~from~~which ~~closed~~an ~~and~~incentive ~~completed~~fee ~~commodity~~was ~~transactions~~paid or payable (after ~~brokerage~~deduction ~~commissions~~of such incentive fee). In ~~plus~~computing New Profits, the ~~increases/decreases~~difference inbetween (A) and (B) above was (i) increased by the ~~value~~amount of ~~open~~any ~~positions~~distributions ator redemptions paid or accrued by the ~~end~~Partnership as of ~~each~~or ~~calendar~~subsequent ~~quarter~~to the date in (~~accounting~~B) ~~for~~through ~~commissions~~the ~~that~~date ~~would~~in be(A), ~~incurred~~(ii) byadjusted ~~closing~~(either ~~such~~decreased ~~open~~or ~~positions~~increased, as the case may be). Into reflect the ~~event~~amount of any ~~subsequent~~additional ~~losses,~~allocations or negative reallocations of Partnership assets from the ~~quarterly~~date ~~incentive~~in ~~fees~~(B) ~~were~~to ~~not~~the belast ~~charged~~day ~~until~~of ~~there~~the ~~were~~quarter ~~New~~as ~~Trading~~of ~~Profits~~which tothe ~~offset~~current ~~such~~incentive fee calculation is made, and (iii) increased by the amount of any losses attributable to redemptions.

~~PJM~~QIM was entitled to a quarterly incentive fee of 2030% of any New ~~Trading~~Net Profits (as defined in the ~~PJM~~QIM Agreement) in the Partnership’s account as of each calendar quarter end. “New ~~Trading~~Net Profits”, for the purpose of calculating ~~PJM~~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 ~~PJM~~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 were not be charged until there were New ~~Trading~~Net Profits to offset such losses.

3DDPT ~~Capital traded allocated assets pursuant to two separate trading programs. 3D Capital~~ was entitled to a ~~monthly~~quarterly incentive fee of 1510% of any New ~~Net~~Trading Profits (as defined in the 3DDPT ~~Capital~~ Agreement) in the Partnership’s account ~~for the respective trading program~~ as of each calendar ~~month~~quarter end. “New ~~Net~~Trading Profits,”, for the purpose of calculating ~~3D Capital~~DPT’s incentive fee, is defined as ~~1) all realized gains and losses; plus 2)~~ the ~~change~~excess ~~in value~~ of ~~open~~cumulative ~~positions~~gain/loss ~~during~~from ~~the~~commodity ~~month;~~trading ~~plus~~(excluding 3) interest ~~earned in any account; minus 4~~) ~~all~~less ~~commissions,~~trading ~~transaction~~ and ~~other expenses incurred during the period, including the~~ management fees ~~and~~over ~~accounting~~its ~~fees.~~highest Ifpast ~~New~~value ~~Net~~at ~~Profits~~any ~~for~~prior acalendar ~~month~~quarterly ~~were~~period ~~negative,~~with norespect ~~incentive~~to ~~fee~~trading ~~was~~assets ~~generated~~allocated ~~and~~to ~~the~~DPT. ~~negative~~The ~~amount~~“gain/loss ~~constituted~~from acommodity ~~“carryforward loss~~trading” ~~for~~is the ~~beginning~~net ofgain ~~the~~or ~~next~~loss ~~month~~from closed and ~~was~~completed ~~added~~commodity totransactions ~~any~~(after ~~carryforward~~brokerage ~~loss~~commissions) ~~since~~plus the ~~last~~increases/decreases ~~incentive~~in ~~fee~~the ~~was~~value ~~earned.~~of 3Dopen ~~Capital~~positions ~~did~~at ~~not~~the ~~earn~~end ~~additional~~of ~~incentive~~each ~~fees~~calendar ~~until~~quarter ~~New~~(accounting ~~Net~~for ~~Profits~~commissions ~~generated~~that ~~since~~would ~~the~~be ~~last~~incurred ~~incentive~~by ~~fee~~closing ~~was~~such ~~earned~~open ~~exceed~~positions). In the ~~aggregate~~event ~~carryforward~~of ~~loss~~any ~~recognized~~subsequent ~~since~~losses, the ~~last~~quarterly incentive ~~fee~~fees ~~was~~were ~~earned.~~not ~~The~~charged ~~effect~~until ofthere ~~this~~were ~~calculation~~New ~~prevented~~Trading 3DProfits ~~Capital~~to ~~from~~offset ~~earning~~such ~~incentive fees on the recoupment of prior~~ losses.

~~Revolution~~PJM iswas entitled to a quarterly incentive fee of 20% of any New ~~Net~~Trading ~~Total~~Profits ~~Return~~ (as defined in the ~~Revolution~~PJM Agreement) in the Partnership’s account as of each calendar quarter end. “New ~~Net~~Trading ~~Total Return~~Profits”, for the purpose of calculating ~~Revolution~~PJM’s incentive fee, is ~~computed~~defined ~~using~~as the ~~formula:~~excess ~~(1) the net~~ of ~~realized~~cumulative ~~profits and~~ gain/loss ~~during~~from ~~the~~commodity ~~period,~~trading ~~plus~~ (2)excluding ~~the change in unrealized profit and loss on open positions during the period, plus (3) accrued~~ interest ~~income, minus (4~~) ~~all~~less ~~brokerage~~trading ~~commissions,~~and ~~transaction fees,~~ management fees ~~and~~over ~~other~~its ~~charges~~highest ~~incurred~~past ~~during~~value ~~the~~at ~~period~~any ~~and~~prior ~~minus~~calendar ~~(5)~~quarterly ~~cumulative~~period ~~net~~with ~~loss,~~respect ifto ~~any,~~trading ~~carried~~assets ~~over~~allocated ~~from~~to ~~previous periods~~PJM. ~~Cumulative~~The ~~net~~ “gain/loss ~~shall~~from becommodity ~~computed~~trading” byis ~~totaling~~the ~~all~~ net ~~profit~~gain ~~in each period (quarter~~ or ~~month)~~loss infrom ~~which~~closed ~~there was such a profit~~ and ~~subtracting~~completed ~~from~~commodity ittransactions ~~all net loss in each period~~ (~~quarter~~after orbrokerage ~~month~~commissions) inplus ~~which~~the ~~there~~increases/decreases ~~was~~in ~~such a loss, provided that~~ the ~~full~~value ~~cumulative~~of ~~net~~open ~~loss~~positions ~~shall~~at ~~not~~the beend ~~carried~~of ~~over~~each ~~where~~calendar aquarter ~~withdrawal~~(accounting ~~has~~for ~~occurred.~~commissions ~~Instead,~~that awould ~~portion~~be ofincurred ~~the loss (calculated~~ by ~~dividing~~closing ~~the~~such ~~withdrawn~~open ~~amount~~positions). byIn the ~~total~~event ~~under~~of ~~management~~any ~~and~~subsequent ~~multiplying~~losses, the ~~result~~quarterly byincentive ~~the~~fees ~~cumulative~~were ~~net~~not ~~loss)~~charged ~~attributable~~until tothere ~~the~~were ~~withdrawn~~New ~~amount~~Trading ~~shall~~Profits ~~first~~to beoffset ~~subtracted~~such ~~from the cumulative net loss~~losses.

4345

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

_______________

2.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Incentive Fees (continued)

~~There~~3D ~~were~~Capital notraded allocated assets pursuant to two separate trading programs. 3D Capital was entitled to a monthly incentive ~~fees~~fee ~~earned~~of by15% ~~DPT~~of orany ~~PJM~~New Net Profits (as defined in the 3D Capital Agreement) in the Partnership’s account for the ~~years~~respective ~~ended~~trading ~~December~~program ~~31,~~as ~~2013~~of ~~and~~each ~~2012~~calendar month end. ~~Incentive~~“New ~~fees~~Net ~~earned~~Profits,” byfor ~~Willowbridge~~the ~~totaled~~purpose ~~$319~~of calculating 3D Capital’s incentive fee,~~982~~ is defined as 1) all realized gains and $0losses; ~~for~~plus 2) the ~~years~~change ~~ended~~in ~~December~~value ~~31,~~of ~~2013~~open ~~and~~positions ~~2012,~~during ~~respectively.~~the ~~Incentive~~month; ~~fees~~plus 3) interest earned byin ~~QIM~~any ~~totaled~~account; $0minus ~~and~~4) ~~$230~~all commissions,~~711~~ ~~for~~transaction ~~the~~and ~~years~~other ~~ended~~expenses ~~December~~incurred 31during the period, ~~2013~~including the management fees and ~~2012,~~accounting ~~respectively~~fees. ~~Incentive~~If ~~fees~~New ~~earned~~Net byProfits ~~Revolution~~for ~~totaled~~a ~~$32~~month were negative,~~329~~ ~~for~~no incentive fee was generated and the ~~year~~negative ~~ended~~amount ~~December~~constituted ~~31,~~a ~~2013.~~“carryforward Asloss” for the beginning of ~~December~~the ~~31,~~next ~~2013,~~month ~~$32,329~~and was ~~due~~added to ~~Revolution~~any carryforward loss since the last incentive fee was earned. ~~Incentive~~3D Capital did not earn additional incentive fees until New Net Profits generated since the last incentive fee was earned byexceeded the aggregate carryforward loss recognized since the last incentive fee was earned. The effect of this calculation prevented 3D Capital ~~totaled~~from ~~$9,999~~earning ~~for~~incentive ~~the~~fees ~~year~~on ~~ended~~the ~~December~~recoupment ~~31,~~of ~~2013~~prior losses.

Revolution was entitled to a quarterly incentive fee of 20% of any New Net Total Return (as defined in the Revolution Agreement) in the Partnership’s account as of each calendar quarter end. “New Net Total Return”, for the purpose of calculating Revolution’s incentive fee, is computed using the formula: (1) the net of realized profits and loss during the period, plus (2) the change in unrealized profit and loss on open positions during the period, plus (3) accrued interest income, minus (4) all brokerage commissions, transaction fees, management fees and other charges incurred during the period and minus (5) cumulative net loss, if any, carried over from previous periods. Cumulative net loss shall be computed by totaling all net profit in each period (quarter or month) in which there was such a profit and subtracting from it all net loss in each period (quarter or month) in which there was such a loss, provided that the full cumulative net loss would not be carried over where a withdrawal had occurred. Instead, a portion of the loss (calculated by dividing the withdrawn amount by the total under management and multiplying the result by the cumulative net loss) attributable to the withdrawn amount would first be subtracted from the cumulative net loss.

Bridgeton is entitled to a quarterly incentive fee equal to 10% of the Net New High Profits (as defined in the Bridgeton Agreement). “Net New High Profits” is defined as the excess of the cumulative realized and unrealized gain or loss from commodity trading plus interest, less monthly management fees and previous incentive fees over the highest past value at any previous calendar quarter end. In the event of subsequent losses, the incentive fee would not be charged until there are “Net New High Profits.” Incentive fees once earned are not subject to refund if subsequent periods result in losses. The incentive fee will be waived until such time that the respective Class or Series’ unit net asset value exceeds the high water mark achieved in December 2008.

There were no incentive fees earned for Bridgeton, DPT, PJM, or QIM for the years ended December 31, 2014 and 2013. Incentive fees earned by Trading Advisors were as follows for the years ended December 31:

	2014		2013
3D Capital	$	-	$	9,999
Revolution		22,236		32,329
Willowbridge		7,058		319,982
Total	$	29,294	$	362,310

As of December 31, 2013, incentive fees of $32,329 was due to Revolution.

Management Fees

~~The~~Through October 31, 2014, the General Partner ~~charges~~charged a general partner management fee each beginning of month at 1/12 of 1% of the Partnership’s net assets (as ~~defined~~of inthe beginning of the ~~Agreement)~~respective month. Effective November 1, 2014, the General Partner charges such management fee each beginning of month at 1/12 of 0.35% of the Partnership’s net assets as of the beginning of the respective month. For the years ended December 31, ~~2013~~2014 and ~~2012~~2013, such annual fees amounted to $~~141~~84,~~080~~390 and $~~168~~141,~~405~~080, respectively.

At December 31, 2012, $48,943 in management fees was due to the General Partner. Such due to the General Partner amount is reported net of brokerage commissions reimbursement due to the Partnership at December 31, 2012 (see Note 2.E.).46

In addition to the management fee paid to the General Partner, the Partnership pays to Willowbridge a quarterly trading advisor management fee of 0.25% (1% per year) of the Partnership’s trading assets allocated to Willowbridge. These fees amounted to $81,807 and $70,174 in 2013 and 2012, respectively. As of December 31, 2013 and 2012, $17,622 and $18,173, respectively, were due to Willowbridge. The Partnership paid PJM a monthly trading advisor management fee of 0.166% (2% per year) of the Partnership’s trading assets allocated to PJM. These fees amounted to $22,602 and $68,621 in 2013 and 2012, respectively. As of December 31, 2013 and 2012, $0 and $4,236, respectively, were due to PJM. The Partnership paid DPT a monthly trading advisor management fee of 0.083% (1% per year) of the Partnership’s trading assets allocated to DPT. These fees amounted to $1,130 and $15,199 in 2013 and 2012, respectively. As of December 31, 2013 and 2012, $0 and $1,137, respectively, were due to DPT. The Partnership pays 3D Capital a monthly trading advisor management fee of 0.125% (1.5% per year) of the Partnership’s trading assets allocated to 3D Capital. These fees amounted to $18,572 for the year ended December 31, 2013. As of December 31, 2013, $1,739 was due to 3D Capital. The Partnership pays Revolution a monthly trading advisor management fee of 0.083% (1% per year) of the Partnership’s trading assets allocated to Revolution. These fees amounted to $6,713 for the year ended December 31, 2013. As of December 31, 2013, $3,380 was due to Revolution. QIM is not paid a trading advisor management fee. The aggregate trading assets allocated to the Trading Advisors may exceed the net asset value of the Partnership, and accordingly management fees may exceed that which would be assessed based on net asset value.

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, which prescribe 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 year. 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 years ended December 31, 2013 and 2012.

The Partnership files U.S. federal and state tax returns. The 2010 through 2013 tax years generally remain subject to examination by U.S. federal and most state authorities.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

_______________

2.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

JH. ~~Subscriptions~~Management Fees (continued)

The Partnership ~~units~~paid ~~may~~to beWillowbridge ~~purchased~~a onquarterly ~~the~~trading ~~first~~advisor ~~day~~management fee of ~~each~~0.25% ~~month~~(1% atper ~~the~~year) ~~net~~of ~~asset~~the ~~value~~Partnership’s ~~per~~trading ~~unit~~assets ~~determined~~allocated onto ~~the~~Willowbridge. ~~last~~The ~~business~~Partnership ~~day~~paid ofPJM ~~the~~a ~~previous~~monthly ~~month.~~trading ~~Partners’~~advisor ~~contributions~~management ~~received~~fee inof ~~advance~~0.166% ~~for~~(2% ~~subscriptions~~per ~~are~~year) ~~recorded~~of asthe ~~prepaid~~Partnership’s ~~subscriptions~~trading inassets ~~the~~allocated ~~Statements~~to ~~of Financial Condition~~PJM.

KThe Partnership paid DPT a monthly trading advisor management fee of 0.083% ~~Redemptions~~(1% per year) of the Partnership’s trading assets allocated to DPT. The Partnership paid 3D Capital a monthly trading advisor management fee of 0.125% (1.5% per year) of the Partnership’s trading assets allocated to 3D Capital. The Partnership paid Revolution a monthly trading advisor management fee of 0.083% (1% per year) of the Partnership’s trading assets allocated to Revolution. The Partnership pays Bridgeton a monthly trading advisor management fee of 0.07083% (0.85% per year) of the Partnership’s trading assets allocated to Bridgeton. QIM was not paid a trading advisor management fee. The aggregate trading assets allocated to the Trading Advisors may exceed the net asset value of the Partnership, and accordingly management fees may exceed that which would be assessed based on net asset value.

~~Limited~~Management ~~partners~~fees ~~may~~earned ~~redeem~~by ~~some~~the orTrading ~~all~~Advisors ofwere ~~their units at net asset value per unit~~ as offollows for the ~~last~~years ~~business~~ended ~~day~~December ~~of each month with at least ten days written notice to the General Partner.~~31:

L. Foreign Currency Transactions

	2014		2013
3D Capital	$	-	$	18,572
Bridgeton		17,085		-
DPT		-		1,130
PJM		-		22,602
Revolution		25,200		6,713
Willowbridge		47,035		81,807
Total	$	89,320	$	130,824

~~The~~As ~~Partnership’s~~of ~~functional~~December ~~currency~~31, ~~is the U.S. dollar; however~~2014, itmanagement ~~transacts~~fees ~~business~~of in$253 ~~currencies~~was ~~other~~due ~~than~~to ~~the U~~Bridgeton.S. As ~~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~~December ~~respective~~31, ~~Statement~~2013, ofWillowbridge, ~~Financial~~3D ~~Condition.~~Capital, ~~Income~~ and ~~expense~~Revolution ~~items~~were ~~denominated~~due intrading ~~currencies~~advisor ~~other~~management ~~than~~fees ~~the~~of ~~U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Realized gains resulting from the translation to U.S. dollars totaled~~ $317,~~559~~622, ~~and~~ $81,~~688 for the years ended December 31~~739, ~~2013~~ and ~~2012~~$3, ~~respectively~~380, ~~and are reported as a component of “Net realized gains on closed contracts” in the Statements of Income (Loss)~~respectively.

MI. ~~Recently~~Placement ~~Issued~~Agent ~~Accounting~~Trail ~~Pronouncements~~Fees

InEffective ~~December~~November ~~2011~~1, 2014, the ~~FASB~~Partnership ~~issued~~pays ~~Accounting~~properly ~~Standards~~registered ~~Update~~selling ~~No.~~agents ~~2011-11~~a ~~(“ASU~~monthly ~~2011-11”),~~Placement ~~entitled~~Agent ~~Balance~~Trail ~~Sheet~~Fee ~~(Topic~~of ~~210)~~0.083% –(1.0% ~~Disclosures~~per ~~about~~year) ~~Offsetting~~for ~~Assets~~their ~~and~~ongoing ~~Liabilities.~~service ~~ASU~~to ~~2011-11~~the ~~enhances~~Partnership ~~current~~with ~~disclosures~~regard ~~about~~to ~~financial~~any ~~instruments~~Class ~~and~~A ~~derivative~~interests ~~instruments~~sold ~~that~~by ~~are~~said ~~either~~selling ~~offset~~agents onor ~~the~~a ~~statement~~fee of ~~financial~~0.167% ~~condition~~(2.0% orper ~~subject~~year) tofor antheir ~~enforceable~~ongoing ~~master~~service ~~netting~~to ~~arrangement~~the orPartnership ~~similar~~with ~~agreement,~~regard ~~irrespective~~to ofany ~~whether~~Class ~~they~~B ~~are~~Series 2 ~~offset~~interests onsold ~~the~~by ~~statement~~said ofselling ~~financial condition~~agents. ~~Entities~~There ~~are~~is ~~required~~no toPlacement ~~provide~~Agent ~~both~~Trail ~~net~~Fee ~~and~~paid ~~gross~~by ~~information~~Class ~~for~~B ~~these~~Series ~~assets~~1 ~~and~~interests. ~~liabilities~~Prior ~~in order~~ to ~~facilitate~~November ~~comparability~~1, ~~between~~2014, ~~financial~~the ~~statements~~General ~~prepared~~Partner onpaid ~~the~~such ~~basis~~selling ofagent ~~U.S.~~fees ~~GAAP~~from ~~and~~the ~~financial~~flat-rate ~~statements~~General ~~prepared~~Partner inbrokerage ~~accordance~~commission ~~with~~charged ~~International~~to ~~Financial~~the ~~Reporting Standards~~Partnership. ~~ASU~~Placement ~~2011-11~~agent istrail ~~effective~~fees ~~for~~separately ~~annual~~paid ~~reporting~~by ~~periods~~the ~~beginning~~Partnership onfor orthe ~~after~~year ~~January~~ended 1December 31, ~~2013~~2014 totaled $15,547, ~~and~~including ~~interim~~$990 ~~periods~~due ~~within~~to ~~those~~the ~~annual~~General ~~periods~~Partner or its affiliates.

~~In January 2013, the FASB issued Accounting Standards Update No~~J. ~~2013-01,~~Income (“ASU 2013-01”) entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which highlights the scope of transactions that are subject to the disclosures about offsetting. The standard clarifies that ordinary trade receivables and payables are not in the scope of ASU 2011-11, discussed above, but applies only to derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the Codification or subject to a master netting arrangement or similar agreement. The standard will enable users of financial statements to understand the effect that offsetting and related arrangements have on an entity’s financial position. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, with required disclosures, presented retrospectively, for all comparative periods presented.Taxes

~~The~~No ~~Partnership’s~~provision ~~adoption~~for ofincome ~~ASU~~taxes ~~2011-11~~has ~~and~~been ~~ASU~~provided ~~2013-01~~in ~~had~~the noaccompanying ~~material~~financial ~~impact~~statements onas ~~the~~each ~~Partnership’s~~partner ~~financial~~is ~~statements.~~individually ~~See~~liable ~~Note~~for 4.taxes, ~~Derivative~~if ~~Instruments~~any, ~~for~~on ~~disclosures~~his ~~required~~or ~~pursuant~~her toshare of the Partnership’s ~~adoption of ASU 2011-11 and ASU 2013-01~~profits.

InThe ~~June~~Partnership ~~2013,~~applies the ~~FASB~~provisions ~~issued~~of ~~Accounting~~Codification ~~Standards~~Topic ~~Update~~740, ~~No.~~Income ~~2013-08~~Taxes, ~~(“ASU~~which ~~2013-08”),~~prescribe ~~entitled~~the ~~Financial~~minimum ~~Services~~recognition –threshold ~~Investment~~a ~~Companies~~tax ~~(Topic~~position ~~946)~~must –meet ~~Amendments~~in toconnection ~~the~~with ~~Scope,~~accounting ~~Measurement,~~for ~~and~~uncertainties ~~Disclosure~~in ~~Requirements.~~income ~~ASU~~tax ~~2013-08~~positions ~~changes~~taken ~~the~~or ~~approach~~expected to ~~assessing~~be ~~whether~~taken by an entity isbefore anbeing ~~investment~~measured ~~company,~~and ~~clarifies~~recognized in the ~~characteristics~~financial statements. This accounting standard requires the evaluation of antax ~~investment~~positions ~~company~~taken ~~and~~or ~~provides~~expected ~~comprehensive~~to ~~guidance~~be ~~for~~taken ~~assessing~~in ~~whether~~the ancourse ~~entity~~of ispreparing anthe ~~investment~~Partnership’s ~~company.~~financial Instatements ~~addition,~~to ~~ASU~~determine ~~2013-08~~whether ~~requires~~the ~~non~~tax positions are “more-~~controlling~~likely-than-not” ~~ownership~~of ~~interests~~being insustained ~~other~~by ~~investment~~the ~~companies~~applicable totax beauthority. Tax ~~measured~~positions with respect to tax at ~~fair~~the ~~value~~Partnership ~~and~~level ~~requires~~not ~~additional~~deemed ~~disclosures~~to ~~about~~meet the ~~investment~~“more-likely-than-not” ~~company’s~~threshold ~~status~~would be recorded as an ~~investment~~expense ~~company.~~in ~~ASU~~the ~~2013-08~~current isyear. The ~~effective~~Partnership ~~for~~has ~~interim~~elected ~~and~~an ~~annual~~accounting ~~reporting~~policy ~~periods~~to inclassify ~~fiscal~~interest ~~years~~and ~~beginning~~penalties, ~~after~~if ~~December 15~~any, ~~2013.~~as interest expense. The ~~Partnership~~General Partner has concluded there is ~~currently~~no ~~evaluating~~tax ~~the~~expense ~~impact~~or ~~ASU~~interest ~~2013-08~~expense ~~will~~related ~~have;~~to ~~however,~~uncertainties noin ~~material~~income ~~impact~~tax onpositions for the ~~Partnership’s~~years ~~financial~~ended ~~statements~~December is31, ~~anticipated~~2014 and 2013.

4547

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

_______________

2.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

N.J ~~Indemnifications~~Income Taxes (continued)

The Partnership files U.S. federal and state tax returns. The 2011 through 2014 tax years generally remain subject to examination by U.S. federal and most state authorities.

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 Statements of Financial Condition.

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.

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 respective Statement of Financial Condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Realized gains resulting from the translation to U.S. dollars totaled $6,518 and $3,559 for the years ended December 31, 2014 and 2013, respectively, and are reported as a component of “Net realized gains on closed contracts” in the Statements of Income (Loss).

Recent Accounting Pronouncement

In June 2013, the FASB issued Accounting Standards Update No. 2013-08 (ASU 2013-08), entitled Financial Services – Investment Companies (Topic 946) – Amendments to the Scope, Measurement, and Disclosure Requirements. ASU 2013-08 changes the approach to assessing whether an entity is an investment company, clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company. In addition, ASU 2013-08 requires non-controlling ownership interests in other investment companies to be measured at fair value and requires additional disclosures about the investment company’s status as an investment company. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. The adoption of ASU 2013-08 did not have a material impact on the Partnership’s financial statements.

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.

3.	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 Measurement, 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.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Years Ended December 31, 2014 and 2013

_______________

3.	FAIR VALUE (CONTINUED)

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 types of investments included in Level 1 are publicly traded investments. As required by ASC Topic 820, Fair Value Measurement, 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~~is determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The General Partner’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The Partnership recognizes transfers, if any, between fair value hierarchy levels at the beginning of the reporting period. There were no transfers into or out of fair value hierarchy levels during the years ended December 31, ~~2013~~2014 and ~~2012~~2013. The following table summarizes the valuation of the Partnership’s investments by the above fair value hierarchy levels. Fair value is presented on a gross basis even though certain assets and liabilities qualify for net presentation in the Statements of Financial Condition:

	As of December 31, 2014
Description	Level 1			Level 2		Level 3		Total
Assets
Futures contracts
Commodities	$	89,095		$	-	$	-	$	89,095
Currencies		60,795			-		-		60,795
Energy		146,851			-		-		146,851
Financials		41,745			-		-		41,745
Metals		46,545			-		-		46,545
Stock indices		47,392			-		-		47,392
Total futures contracts		432,423			-		-		432,423
Purchased options on futures contracts
Energy		70,200			-		-		70,200
Money market mutual funds		7,751,841			-		-		7,751,841
Total assets	$	8,254,464		$	-	$	-	$	8,254,464

Liabilities
Futures contracts
Commodities	$	(8,313	)	$	-	$	-	$	(8,313	)
Energy		(6,540	)		-		-		(6,540	)
Financials		(2,234	)		-		-		(2,234	)
Stock indices		(10,144	)		-		-		(10,144	)
Total futures contracts		(27,231	)		-		-		(27,231	)
Written options on futures contracts
Energy		(29,200	)		-		-		(29,200	)
Total liabilities	$	(56,431	)	$	-	$	-	$	(56,431	)

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

_______________

3.	FAIR VALUE (CONTINUED)

The following table summarizes the valuation of the Partnership’s investments by the above fair value hierarchy levels. Fair value is presented on a gross basis even though certain assets and liabilities qualify for net presentation in the Statements of Financial Condition:

	As of December 31, 2013
Description	Level 1			Level 2		Level 3		Total
Assets
Futures contracts
Commodities	$	45,002		$	-	$	-	$	45,002
Currencies		73,630			-		-		73,630
Energy		27,240			-		-		27,240
Financials		48,715			-		-		48,715
Metals		196,666			-		-		196,666
Stock indices		42,913			-		-		42,913
Total futures contracts		434,166			-		-		434,166
Money market mutual funds		9,774,207			-		-		9,774,207
Total assets	$	10,208,373		$	-	$	-	$	10,208,373

Liabilities
Futures contracts
Commodities	$	(13,195	)	$	-	$	-	$	(13,195	)
Currencies		(785	)		-		-		(785	)
Energy		(8,545	)		-		-		(8,545	)
Financials		(673	)		-		-		(673	)
Metals		(200,532	)		-		-		(200,532	)
Stock indices		(338	)		-		-		(338	)
Total futures contracts		(224,068	)		-		-		(224,068	)
Total liabilities	$	(224,068	)	$	-	$	-	$	(224,068	)

	December 31, 2013
Description	Level 1			Level 2		Level 3		Total
Assets
Futures contracts
Commodities	$	$45,002		$	0	$	0	$	45,002
Currencies		73,630			0		0		73,630
Energy		27,240			0		0		27,240
Financials		48,715			0		0		48,715
Metals		196,666			0		0		196,666
Stock indices		42,913			0		0		42,913
Total futures contracts		434,166			0		0		434,166
Money market mutual funds		9,774,207			0		0		9,774,207
Total assets	$	10,208,373		$	0	$	0	$	10,208,373
Liabilities
Futures contracts
Commodities	$	(13,195	)	$	0	$	0	$	(13,195	)
Currencies		(785	)		0		0		(785	)
Energy		(8,545	)		0		0		(8,545	)
Financials		(673	)		0		0		(673	)
Metals		(200,532	)		0		0		(200,532	)
Stock indices		(338	)		0		0		(338	)
Total futures contracts		(224,068	)		0				(224,068	)
Total liabilities	$	(224,068	)	$	0	$	0	$	(224,068	)
	December 31, 2012
Description	Level 1			Level 2		Level 3		Total
Assets
Futures contracts
Commodities	$	111,640		$	0	$	0	$	111,640
Currencies		229,560			0		0		229,560
Energy		17,878			0		0		17,878
Financials		72,645			0		0		72,645
Metals		78,979			0		0		78,979
Stock indices		18,540			0		0		18,540
Total futures contracts		529,242			0				529,242
Money market mutual funds		12,216,656			0				12,216,656
Total assets	$	12,745,898		$	0	$	0	$	12,745,898
Liabilities
Futures contracts
Commodities	$	(16,345	)	$	0	$	0	$	(16,345	)
Currencies		(27,341	)		0		0		(27,341	)
Energy		(781	)		0		0		(781	)
Financials		(35,719	)		0		0		(35,719	)
Metals		(143,395	)		0		0		(143,395	)
Stock indices		(83,564	)		0		0		(83,564	)
Total futures contracts		(307,145	)		0		0		(307,145	)
Total liabilities	$	(307,145	)	$	0	$	0	$	(307,145	)

4.	DERIVATIVE INSTRUMENTS

47The Partnership engages in the speculative trading of forward currency contracts, options on futures contracts, and futures contracts in currencies, financials and a wide range of commodities, among others (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 Statements of Financial Condition as “Net unrealized gains on open contracts” or “Net unrealized (losses) on open contracts,” as applicable.

The Partnership’s derivatives held at December 31, 2014 and 2013 are subject to agreements similar to master netting agreements with the Partnership’s brokers which grant the brokers the right to offset recognized assets and liabilities if certain conditions exist. The following tables present gross amounts of assets and liabilities which are offset in the Statements of Financial Condition.

Offsetting of Derivative Assets and Liabilities

As of December 31, 2014

Gross Amounts

Net Amounts

Offset in the

Presented in the

Gross Amounts

Statement of

of Recognized

Financial

Assets

Condition

Assets

Futures Contracts(1)

ADM Investor Services, Inc.

432,423

(27,231

)

405,192

Options on futures contracts

ADM Investor Services, Inc.

70,200

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

~~4. DERIVATIVE INSTRUMENTS~~_______________

~~The~~4. ~~Partnership~~DERIVATIVE ~~engages~~INSTRUMENTS ~~in the speculative trading of forward currency contracts and futures contracts in currencies, financials and a wide range of commodities, among others~~ (~~collectively “derivatives”~~CONTINUED) 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.

				Gross Amounts			Net Amounts
				Offset in the			Presented in the
	Gross Amounts			Statement of			Statement of
	of Recognized			Financial			Financial
	Liabilities			Condition			Condition
Liabilities
Futures Contracts(1)
ADM Investor Services, Inc.	$	(27,231	)	$	27,231		$	-
Options on futures contracts
ADM Investor Services, Inc.	$	(29,200	)	$	-		$	(29,200	)

	Offsetting of Derivative Assets and Liabilities
	As of December 31, 2013
				Gross Amounts			Net Amounts
				Offset in the			Presented in the
	Gross Amounts			Statement of			Statement of
	of Recognized			Financial			Financial
	Assets			Condition			Condition
Assets
Futures Contracts(1)
ADM Investor Services, Inc.	$	226,694		$	(203,580	)	$	23,114
Newedge USA, LLC		207,472			(20,488	)		186,984
Total futures contracts	$	434,166		$	(224,068	)	$	210,098
		-			-			-
				Gross Amounts			Net Amounts
				Offset in the			Presented in the
	Gross Amounts			Statement of			Statement of
	of Recognized			Financial			Financial
	Liabilities			Condition			Condition
Liabilities
Futures Contracts(1)
ADM Investor Services, Inc.	$	(203,580	)	$	203,580		$	-
Newedge USA, LLC		(20,488	)		20,488			-
Total futures contracts	$	(224,068	)	$	224,068		$	-

The Partnership’s derivatives held at December 31, 2013 and 2012 are subject to agreements similar to master netting agreements with the Partnership’s brokers which grant the brokers the right to set off recognized assets and liabilities if certain conditions exist. The following tables present gross amounts of assets and liabilities which are offset in the Statements of Financial Condition. ________________________

	Offsetting of Derivative Assets and Liabilities
	at December 31, 2013
				Gross Amounts			Net Amounts
				Offset in the			Presented in the
	Gross Amounts			Statement of			Statement of
	of Recognized			Financial			Financial
	Assets			Condition			Condition
Assets
Futures Contracts(1)
ADM Investor Services, Inc.	$	226,694		$	(203,580	)	$	23,114
Newedge USA, LLC		207,472			(20,488	)		186,984
Total futures contracts	$	434,166		$	(224,068	)	$	210,098
				Goss Amounts			Net Amounts
				Offset in the			Presented in the
	Gross Amounts			Statement of			Statement of
	of Recognized			Financial			Financial
	Liabilities			Condition			Condition
Liabilities
Futures Contracts(1)
ADM Investor Services, Inc.	$	(203,580	)	$	203,580		$	0
Newedge USA, LLC		(20,488	)		20,488			0
Total futures contracts	$	224,068		$	224,068		$	0
	Offsetting of Derivative Assets and Liabilities
		at December 31, 2012
				Gross Amounts			Net Amounts
				Offset in the			Presented in the
	Gross Amounts			Statement of			Statement of
	of Recognized			Financial			Financial
	Assets			Condition			Condition
Assets
Futures Contracts(1)
ADM Investor Services, Inc.	$	88,112		$	(88,112	)	$	0
Newedge USA, LLC		441,130			(176,783	)	$	264,347
Total futures contracts	$	529,242		$	(264,895	)	$	264,347
				Gross Amounts			Net Amounts
				Offset in the			Presented in the
	Gross Amounts			Statement of			Statement of
	of Recognized			Financial			Financial
	Liabilities			Condition			Condition
Liabilities
Futures Contracts(1)
ADM Investor Services, Inc.	$	(130,362	)	$	88,112		$	(42,250	)
Newedge USA, LLC		(176,783	)		176,783			0
Total futures contracts	$	(307,145	)	$	264,895		$	(42,250	)

(1)	See Note 3. for the fair value for each type of contract within the category.

48Within the statement of financial condition, the fair value of futures contracts is included in net unrealized gain on open futures contracts and the fair value of options on futures contracts is included in purchased options on futures contracts and written options on futures contracts.

The cash held at each counterparty at December 31, 2014 and December 31, 2013 exceeds the net derivatives liability, if any, at such counterparty. Realized gains and losses, as well as any change in net unrealized gains or losses on open contracts from the preceding period, are recognized as part of the Partnership’s trading profits and losses in the Statements of Income (Loss).

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

_______________

4.	DERIVATIVE INSTRUMENTS (CONTINUED)

The cash held at each counterparty at December 31, 2013 and 2012 exceeds the net derivatives liability, if any, at such counterparty.

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

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

			For the Year ended December 31, 2013
		For the year ended December 31, 2014
							Change in								Number of
		Net Realized				Change in				Net				Number of
			Net Realized				Net Unrealized				Net Trading				Closed
		Gains				Net Unrealized				Trading				Closed
Futures contracts	~~Futures contracts~~	(Losses)	~~Gains (Losses)~~			Gains (Losses)	~~Gains (Losses)~~			Profits (Losses)	~~Profits (Losses)~~			Contracts	~~Contracts~~
Commodities	~~Commodities~~	$	$350,180	~~(344,175~~	)	$	$48,975	~~(63,488~~	)	$	$399,155	~~(407,663~~	)		7,600	~~4,536~~
Currencies	~~Currencies~~		568,945	~~127,425~~			(12,050	~~(129,374~~)	)		556,895	~~(1,949~~	)		6,322	~~4,322~~
Energy	~~Energy~~		714,015	~~(406,193~~	)		121,616	~~1,598~~			835,631	~~(404,595~~	)		2,850	~~2,290~~
Financials	~~Financials~~		386,674	~~193,562~~			(8,531	~~11,116~~)			378,143	~~204,678~~			14,524	~~9,600~~
Metals	~~Metals~~		(24,266	~~212,332~~)			50,411	~~60,550~~			26,145	~~272,882~~			2,238	~~2,606~~
Stock indices	~~Stock indices~~		(154,910	~~728,881~~)			(5,327	~~107,599~~)			(160,237	~~836,480~~)			12,574	~~31,290~~
Total futures contracts	~~Total futures contracts~~		1,840,638	~~511,832~~			195,094	~~(11,999~~	)		2,035,732	~~499,833~~			46,108	~~54,644~~
															Notional Value
Options on futures contracts
															of Contracts
Energy			(43,350	)			(54,600	)			(97,950	)			970
															Closed
Stock indices			36,625				-				36,625				220
	Forward currency contracts			(100	)			-				(100	)		$	117,377
Total options on futures contracts			(6,725	)			(54,600	)			(61,325	)			1,190
	Total gain (loss) from
														Notional Value
	derivatives trading		$	511,732			$	(11,999	)		$	499,733
														of Contracts
			For the Year ended December 31, 2012
														Closed
							Change in								Number of
Forward currency contracts			269				-				269			$	156,156
			Net Realized				Net Unrealized				Net Trading				Closed
Total gain from derivatives trading		$	1,834,182			$	140,494			$	1,974,676
	Futures contracts		Gains (Losses)				Gains (Losses)				Profits (Losses)				Contracts
		For the year ended December 31, 2013
	Commodities		$	(320,798	)		$	101,952			$	(218,846	)			6,088
		Net Realized				Change in				Net				Number of
	Currencies			264,933				166,992				431,925				5,254
		Gains				Net Unrealized				Trading				Closed
	Energy			579,000				(6,816	)			572,184				2,288
Futures contracts		(Losses)				Gains (Losses)				Profits (Losses)				Contracts
	Financials			(529,833	)			33,502				(496,331	)			13,432
Commodities		$	(344,175	)		$	(63,488	)		$	(407,663	)			4,536
	Metals			167,803				(202,285	)			(34,482	)			1,236
Currencies			127,425				(129,374	)			(1,949	)			4,322
	Stock indices			702,813				(49,352	)			653,461				6,186
Energy			(406,193	)			1,598				(404,595	)			2,290
	Total gain from
Financials			193,562				11,116				204,678				9,600
	derivatives trading		$	863,918			$	43,993			$	907,911				34,484
Metals			212,332				60,550				272,882				2,606
Stock indices			728,881				107,599				836,480				31,290
Total futures contracts			511,832				(11,999	)			499,833				54,644
														Notional Value
														of Contracts
														Closed
Forward currency contracts			(100	)			-				(100	)		$	117,377
Total gain (loss) from derivatives trading		$	511,732			$	(11,999	)		$	499,733

The number of contracts closed for futures and options on futures contracts represents the number of contract half- turns during the years ended December 31, ~~2013~~2014 and ~~2012~~2013. The notional value of contracts closed for forward currency contracts represents the U.S. dollar notional value of forward currency contracts closed during the ~~year~~years ended December 31, 2014 and 2013.

~~A. Market Risk~~52

The Partnership engages in the speculative trading of derivatives. 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 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.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

4.	DERIVATIVE INSTRUMENTS (CONTINUED)
	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 Statements of Financial Condition and the related trading profits (losses) reflected in “Trading Profits (Losses)” in the Statements of Income (Loss). Open contracts generally mature within 90 days; as of December 31, 2013 and 2012, the latest maturity dates for open contracts are December 2014 and December 2013, 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. The purchase and sale of futures contracts requires certain margin deposits with the brokers. Additional deposits may be necessary for any loss on contract fair value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker's proprietary activities. A customer's cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker's segregation requirements. In the event of a broker's insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited with such brokers ("counterparties"). The Partnership’s counterparties are major brokerage firms and banks located in the United States, or their foreign affiliates. Credit risk due to counterparty nonperformance associated with futures contracts is reflected in the cash on deposit with brokers and the unrealized gains on open contracts held by such counterparties, if any, reflected above. The Partnership also trades forward currency contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance.
		The Partnership has a substantial portion of its assets on deposit with brokers and other financial institutions in connection with its trading of derivative contracts and its cash management activities. Assets deposited with brokers and other financial institutions in connection with the Partnership's trading of derivative contracts are partially restricted due to deposit or margin requirements. In the event of a financial institution's insolvency, recovery of Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits.
	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. The Limited Partners bear the risk of loss only to the extent of the fair value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

_______________

504. DERIVATIVE INSTRUMENTS (CONTINUED)

A. Market Risk

The Partnership engages in the speculative trading of futures contracts, options on futures contracts, and forward currency contracts (“derivatives”). 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 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 Statements of Financial Condition and the related trading profits (losses) reflected in “Trading Profits (Losses)” in the Statements of Income (Loss). Open contracts generally mature within 90 days; as of December 31, 2014 and 2013, the latest maturity dates for open contracts are March 2015 and December 2014, 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. Options on futures are contracts giving its owner the right, but not the obligation, to buy (call) or sell (put) a specified number of futures contracts at a fixed strike price either during a specified period or on a specified date. Risk on futures and options on futures contracts arises from changes in the fair value of the underlying instruments. The purchase and sale of futures and options on futures contracts requires certain margin deposits with the brokers. Additional deposits may be necessary for any loss on contract fair value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker's proprietary activities. A customer's cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker's segregation requirements. In the event of a broker's insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited with such brokers ("counterparties"). The Partnership’s counterparties are major brokerage firms and banks located in the United States, or their foreign affiliates. Credit risk due to counterparty nonperformance associated with futures contracts and options on futures contracts is reflected in the cash on deposit with brokers and the gross amounts of recognized assets held by such counterparties, if any, reflected above. The Partnership also trades forward currency contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance.

The Partnership has a substantial portion of its assets on deposit with brokers and other financial institutions in connection with its trading of derivative contracts and its cash management activities. Assets deposited with brokers and other financial institutions in connection with the Partnership's trading of derivative contracts are partially restricted due to deposit or margin requirements. In the event of a financial institution's insolvency, recovery of Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits.

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. The Limited Partners bear the risk of loss only to the extent of the fair value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

~~FOR~~For ~~THE~~the ~~YEARS~~Years ~~ENDED~~Ended ~~DECEMBER~~December 31, ~~2013~~2014 ~~AND~~and ~~2012~~2013

_______________

5.	FINANCIAL HIGHLIGHTS

The following information presents per unit operating performance data and other supplemental financial data for the years ended December 31, ~~2013~~2014 and ~~2012~~2013. The information has been derived from information presented in the financial statements.

	Year ended December 31, 2013
	Year ended December 31, 2014
				Class B			Class B			Class B
	Class A			Series 1			Series 2			Series 3
Per Unit Operating Performance
(for a Unit outstanding for the entire year)
Net Asset Value, beginning of the year	$	7,163.68		$	951.25		$	727.56		$	938.33
Net Asset Value, Beginning of the year	$	6,720.86		$	901.47		$	668.99		$	871.50
Profit (loss) from operations
Net investment (loss)		(~~699~~543.9613	)		(8463.5179	)		(8661.0012	)		(~~100~~68.3875	)
Net trading profit		~~257~~1,483.1486			34200.7318			27140.4398			3384.5515
Net (loss)		(442.82	)		(49.78	)		(58.57	)		(66.83	)
Net profit		940.73			136.39			79.86			15.40
Net Asset Value, end of the year	$	6,720.86		$	901.47		$	668.99		$	871.50
Net Asset Value, End of the year	$	7,661.59		$	1,037.86		$	748.85		$	886.90	(4)
Total Return(1)		(6.18	%)		(5.23	%)		(8.05	%)		(7.12	%)
Total Return (1)		14.00	%		15.13	%		11.94	%		1.77	%(6)
Total Return excluding incentive fees(2)		(3.57	%)		(2.48	%)		(5.25	%)		(4.57	%)
Total Return (excluding incentive fees) (2)		14.31	%		15.40	%		12.19	%		2.05	%(6)
Supplemental Data
Ratios to average net asset value
Expenses prior to incentive fees		7.6292	%		67.7311	%		9.6113	%		89.5153	%(5)
Incentive fees		20.6131	%		20.7527	%		20.8025	%		20.5528	%(6)
Total expenses		108.23	%		97.4838	%		129.4138	%		119.0681	%
Net investment (loss)(3)		(7.57	%)		(6.68	%)		(9.56	%)		(8.46	%)
Net investment (loss) (3)		(7.91	)%		(7.10	)%		(9.12	)%		(9.52	)%(5)
	Year ended December 31, 2012
	Year ended December 31, 2013
				Class B			Class B			Class B
	Class A			Series 1			Series 2			Series 3
Per Unit Operating Performance
(for a Unit outstanding for the entire year)
Net Asset Value, beginning of the year	$	7,396.24		$	972.34		$	766.42		$	978.55
Net Asset Value, Beginning of the year	$	7,163.68		$	951.25		$	727.56		$	938.33
Profit (loss) from operations
Net investment (loss)		(~~631~~699.8896	)		(7484.0151	)		(7986.1800	)		(92100.5638	)
Net trading profit		~~399~~257.3214			5234.9273			4027.3243			5233.3455
Net (loss)		(~~232~~442.5682	)		(2149.0978	)		(3858.8657	)		(4066.2283	)
Net Asset Value, end of the year	$	7,163.68		$	951.25		$	727.56		$	938.33
Net Asset Value, End of the year	$	6,720.86		$	901.47		$	668.99		$	871.50
Total Return(1)		(3.14	%)		(2.17	%)		(5.07	%)		(4.11	%)
Total Return (1)		(6.18	)%		(5.23	)%		(8.05	)%		(7.12	)%
Total Return excluding incentive fees(2)		(1.75	%)		(0.83	%)		(3.66	%)		(2.77	%)
Total Return (excluding incentive fees) (2)		(3.57	)%		(2.48	)%		(5.25	)%		(4.57	)%
Supplemental Data
Ratios to average net asset value
Expenses prior to incentive fees		7.5762	%		6.5673	%		9.8161	%		8.5251	%
Incentive fees		12.3961	%		12.3475	%		12.4180	%		12.3455	%
Total expenses		810.9623	%		79.9048	%		1112.2241	%		911.8606	%
Net investment (loss)(3)		(7.46	%)		(6.45	%)		(9.70	%)		(8.41	%)
Net investment (loss) (3)		(7.57	)%		(6.68	)%		(9.56	)%		(8.46	)%

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 (excluding incentive fees) is derived by adjusting ~~the~~ total return by the ratio of incentive fees to average net asset value.

(3)

Net investment (loss) ratios exclude the effects of incentive fees.

51(4) Prior to liquidating transfer of units to Class B Series 2 effective November 1, 2014.

(5)

Annualized.

(6)

Not annualized.

Filing Compare · BRIDGETON TACTICAL ADVISORS FUND, LP