SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported) February 19,
2010
| RFMC WILLOWBRIDGE FUND, LP |
|
(Exact
Name of Registrant as Specified in its
Charter)
|
|
Delaware
|
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(State
or Other Jurisdiction of Incorporation)
|
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000-23529
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22-2678474
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|
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(Commission File Number)
|
(I.R.S.
Employer Identification No.)
|
|
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4
Benedek Road, Princeton, New Jersey
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08540
|
|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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| (609) 921-0717 |
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(Registrant’s
Telephone Number, Including Area Code)
|
|
Not
Applicable
|
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On
February 19, 2010, Ruvane Fund Management Corporation, the general partner of
RFMC Willowbridge Fund, LP (the “Partnership”), caused the Partnership to enter
into an advisory agreement with Quantitative Investment Management, LLC (“QIM”)
(the “Advisory Agreement”), and effective March 1, 2010 made an allocation of
$20 million to QIM (which represents approximately 35% of the net assets of the
Partnership as of March 1, 2010). The Advisory Agreement provides
that QIM will trade the assets of the Partnership allocated to QIM pursuant to
QIM’s Global Program. The Partnership will not pay a management fee
to QIM. The Partnership will pay QIM a quarterly incentive fee of 30%
of new profits (as defined in the Advisory Agreement), if any, on assets
allocated to QIM. In the event of subsequent losses, the quarterly
incentive fee would not be charged until there are new profits to offset such
losses. The quarterly incentive fee will not be rebated by virtue of
subsequent losses. Pursuant to the Advisory Agreement, either the
Partnership or QIM may terminate the agreement upon notice.
Item
5.03. Amendment to Limited Partnership Agreement.
The
General Partner has signed an amendment to the limited partnership agreement of
the Partnership, which amendment shall become effective March 10, 2010, that
changes the name of the Partnership from “RFMC Willowbridge Fund, LP” to “RFMC
Tactical Advisors Fund, LP”.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RFMC
WILLOWBRIDGE FUND L.P.
|
|
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By:
Ruvane Fund Management Corporation
Its:
General Partner
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By:
/s/ Robert L.
Lerner
Robert
L. Lerner
President,
Principal Executive Officer and
Principal Financial Officer
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Date: March
3, 2010