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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 year ended December 31, 2001
Commission File Number 0-16526
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HUTTON INVESTORS FUTURES FUND L.P. II
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(Exact name of registrant as specified in its charter)
Delaware 13-3406160
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Smith Barney Futures Management LLC
388 Greenwich St. - 7th Fl.
New York, New York 10013
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(Address and Zip Code of principal executive offices)
(212) 723-5424
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Units
of Limited
Partnership
Interest
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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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]
As of February 28, 2002, Limited Partnership Units with an aggregate value of
$14,678,192 were outstanding and held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
Item 1. Business.
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(a) General development of business. Hutton Investors Futures Fund L.P. II
(the "Partnership") is a limited partnership organized on March 31, 1987, under
the Delaware Revised Uniform Limited Partnership Act and commenced trading on
July 24, 1987. The Partnership engages in speculative trading of commodity
futures contracts and other commodity interests, including futures contracts on
United States Treasury bills and other financial instruments, foreign currencies
and stock indices. Redemptions of Units of Limited Partnership Interest in the
Partnership ("Units") for the years ended December 31, 2001, 2000 and 1999 are
reported in the Statement of Partners' Capital on page F-6 under "Item 8.
Financial Statements and Supplementary Data."
Smith Barney Futures Management LLC acts as the general partner (the
"General Partner") of the Partnership. The Partnership's commodity broker is
Salomon Smith Barney Inc. ("SSB"). SSB is an affiliate of the General Partner.
The General Partner is wholly owned by Salomon Smith Barney Holdings Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc.
The Partnership trades futures, forwards and options contracts, if
applicable, on commodities on United States of America and foreign commodity
exchanges through a commodity brokerage account maintained with SSB.
2
Under the Limited Partnership Agreement of the Partnership (the "Limited
Partnership Agreement"), the General Partner has sole responsibility for the
management of the business and affairs of the Partnership, but may delegate
trading discretion to one or more trading advisors.
As of December 31, 2001, the General Partner has entered into advisory
agreements (the "Management Agreements") with TrendLogic Associates Inc. and
with John W. Henry & Company, Inc. (collectively the "Advisors"). The Management
Agreements provide that the Advisors will have sole discretion in determining
the investment of the assets of the Partnership but that the Advisors will have
no authority to select the commodity broker through whom transactions will be
executed.
The Management Agreements can be terminated by the General Partner at any
time for any reason whatsoever. The Advisors may terminate the Management
Agreements for any reason upon 30 days' notice to the General Partner. The
Advisors may also terminate the Agreements if the trading policies of the
Partnership are changed in a manner that the Advisor reasonably believes will
adversely affect the performance of its trading strategies.
Pursuant to the terms of the Management Agreements, the Partnership will
pay each Advisor an incentive fee, payable quarterly, equal to 20% of each
Advisor's New Trading Profits (as defined in the Management Agreements).
Under the terms of a customer agreement between the Partnership and SSB,
(the "Customer Agreement") the Partnership is obligated to pay commodity
brokerage commissions at $50 per round-turn futures transaction and $25 per
3
option transaction (inclusive of National Futures Association ("NFA"), floor
brokerage, exchange and clearing fees). The Customer Agreement between the
Partnership and SSB gives the Partnership the legal right to net unrealized
gains and losses. Through April 30, 2000 the General Partner (through SSB)
invested approximately eighty percent (80%) of the Partnership's assets in
interest bearing U.S. Treasury obligations (primarily U.S. Treasury Bills).
Effective May 1, 2000, SSB has agreed to pay the Partnership interest on 80% of
the average daily equity maintained in cash in its account during each month at
the rate of the average non-competitive yield of 13 week U.S. Treasury Bills as
determined at the weekly auctions thereof during the month.
(b) Financial information about industry segments. The Partnership's
business consists of only one segment, speculative trading of commodity
interests. The Partnership does not engage in sales of goods or services. The
Partnership's net income (loss) from operations for the years ended December 31,
2001, 2000, 1999, 1998 and 1997 are set forth under "Item 6. Selected Financial
Data." The Partnership's capital at December 31, 2001, was $15,588,481.
(c) Narrative description of business.
---------------------------------
See Paragraphs (a) and (b) above.
(i) through (x) - Not applicable.
(xi) through (xii) - Not applicable.
(xiii) - The Partnership has no employees.
(d) Financial Information About Geographic Areas.
The Partnership does not engage in sales of goods or services or own any long
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lived assets, and therefore this item is not applicable.
Item 2. Properties.
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The Partnership does not own or lease any properties. The General Partner
operates out of facilities provided by its affiliate, SSB.
Item 3. Legal Proceedings.
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This section describes the major pending legal proceedings, other than
ordinary routine litigation incidental to the business, to which Salomon Smith
Barney Holdings Inc. ("SSBH") or its subsidiaries is a party or to which any of
their property is subject. There are no material legal proceedings pending
against the Partnership or the General Partner.
Salomon Smith Barney Inc. ("SSB") is a New York corporation with its
principal place of business at 388 Greenwich St., New York, New York 10013. SSB
is registered as a broker-dealer and futures commission merchant ("FCM"), and
provides futures brokerage and clearing services for institutional and retail
participants in the futures markets. SSB and its affiliates also provide
investment banking and other financial services for clients worldwide.
There have been no administrative, civil or criminal actions pending, on
appeal or concluded against SSB or any of its individual principals within the
past five years that management believes may have a material impact on SSB's
ability to act as an FCM. In the ordinary course of its business, SSB is a party
to various claims and regulatory inquiries. Proceedings deemed to be material
5
for purposes of Commodity Futures Trading Commission ("CFTC") disclosure
requirements are:
In September 1992, Harris Trust and Savings Bank (as trustee for Ameritech
Pension Trust ("APT"), Ameritech Corporation, and an officer of Ameritech filed
suit against Salomon Brothers Inc. ("SBI") and Salomon Brothers Realty
Corporation ("SBRC") in the U.S. District Court for the Northern District of
Illinois (Harris Trust Savings Bank, not individually but solely as trustee for
the Ameritech Pension Trust, Ameritech Corporation and John A. Edwardson v.
Salomon Brothers Inc and Salomon Brothers Realty Corp.). The second amended
complaint alleges that three purchases by APT from defendants of participation
interests in net cash flow or resale proceeds of three portfolios of motels
owned by Motels of America, Inc. ("MOA"), as well as a fourth purchase by APT of
a similar participation interest in a portfolio of motels owned by Best Inns,
Inc. ("Best"), violated the Employee Retirement Income Security Act ("ERISA"),
and that APT's purchase of the participation interests in the third MOA
portfolio and in the Best portfolio violated the Racketeer Influenced and
Corrupt Organization Act ("RICO") and the Illinois Consumer Fraud and Deceptive
Practices Act ("Consumer Fraud Act"), and constituted fraud, negligent
misrepresentation, breach of contract and unjust enrichment. SBI had acquired
the participation interests when it purchased principal mortgage notes issued by
MOA and Best to finance purchases of motel portfolios; 95% of three of those
interests and 100% of the fourth were sold to APT for a total of approximately
$20.9 million. Plaintiffs' second amended complaint seeks judgment (a) on the
ERISA claims for the approximately $20.9 million purchase price, for rescission
6
and for disgorgement of profits, as well as other relief, and (b) on the RICO
and state law claims in the amount of $12.3 million, with damages trebled to $37
million on the RICO claims and punitive damages in excess of $37 million on
certain of the state law claims as well as other relief. Following motions by
defendants, the court dismissed the RICO, Consumer Fraud Act, fraud, negligent
misrepresentation, breach of contract, and unjust enrichment claims. The court
also found that defendants were not ERISA fiduciaries and dismissed two of the
three claims based on that allegation. Defendants moved for summary judgment on
plaintiffs' only remaining claim, which alleged an ERISA violation. The motion
was denied, and defendants appealed to the U.S. Court of Appeals for the Seventh
Circuit. In July 1999, the U. S. Court of Appeals for the Seventh Circuit
reversed the denial of defendants' motion for summary judgment and dismissed the
sole remaining ERISA claim against the Company. Plaintiffs filed a petition for
certiorari with the U. S. Supreme Court seeking review of the decision of the
Court of Appeals, which was granted in January 2000. After hearing oral
argument, on June 12, 2000, the U.S. Supreme Court reversed the U.S. Court of
Appeals for the Seventh Circuit's judgment, which had overturned the denial of
defendants' motion for summary judgment and dismissed the sole remaining ERISA
claim against the Company, and remanded the matter to the circuit court for
further proceedings. Subsequently, the circuit court remanded the matter to the
U.S. District Court for the Northern District of Illinois for further
proceedings.
7
Both the Department of Labor and the Internal Revenue Service ("IRS") have
advised SBI that they were or are reviewing the underlying transactions. With
respect to the IRS, SSBH, SBI and SBRC have consented to extensions of time for
the assessment of excise taxes that may be claimed with respect to the
transactions for the years 1987, 1988 and 1989. In August 1996, the IRS sent
SSBH, SBI and SBRC what appeared to be draft "30-day letters" with respect to
the transactions and SSBH, SBI and SBRC were given an opportunity to comment on
whether the IRS should issue 30-day letters, which would actually commence the
assessment process. In October 1996, SSBH, SBI and SBRC submitted a memorandum
setting forth reasons why the IRS should not issue such 30-day letters. Since
that time, the IRS has not issued such 30-day letters to SSBH, SBI or SBRC.
In December 1996, a complaint seeking unspecified monetary damages was
filed by Orange County, California against numerous brokerage firms, including
SSB, in the U.S. Bankruptcy Court for the Central District of California.
(County of Orange et al v. Bear Stearns & Co. Inc. et al.) The complaint
alleged, among other things, that the brokerage firms recommended and sold
unsuitable securities to Orange Count. SSB and the remaining brokerage firms
settled with Orange County in mid 1999.
In June 1998, complaints were filed in the U.S. district Court for the
Eastern District of Louisiana in two actions (Board of Liquidations, City Debt
of the City of New Orleans v. Smith Barney Inc, et ano. and The City of New
8
Orleans v. Smith Barney Inc. et ano.), in which the City of New Orleans seeks a
determination that Smith Barney Inc. and another underwriter will be responsible
for any damages that the City may incur in the event the IRS denies tax exempt
status to the City's General Obligation Refunding Bonds Series 1991. The
complaints were subsequently amended. SSB has asked the court to dismiss the
amended complaints. The Court denied the motion but stayed the case.
Subsequently, the city withdrew the lawsuit.
In November 1998, a class action complaint was filed in the United States
District Court for the Middle District of Florida (Dwight Brock as Clerk for
Collier County v. Merrill Lynch, et al.). The Complaint alleged that, pursuant
to a nationwide conspiracy, 17 broker-dealer defendants, including SSB, Charged
excessive mark-ups in connection with advanced refunding transactions. Among
other relief, plaintiffs sought compensatory and punitive damages, restitution
and/or rescission of the transactions and disgorgement of alleged excessive
profits. In October 1999, the plaintiff filed a second amended complaint. SSB
has asked the court to dismiss the amended complaint. In November 1999, SSB
moved to dismiss the amended complaint. In May 2001, the parties reached, and
the court preliminarily approved, a tentative settlement. In September 2001, the
court approved the settlement.
In connection with the Louisiana and Florida matters, the IRS and SEC have
been conducting and industry-wide investigation into the pricing of Treasury
securities in advanced refunding transactions, In April 2000 SSB and several
other broker-dealers entered into a settlement with the IRS and the SEC.
9
In December 1998, SSB was one of twenty-eight market making firms that
reached a settlement with the SEC in the matter titled In the Matter of Certain
Market Making Activities on NASDAQ. As part of the settlement of that matter,
SSB, without admitting or denying the factual allegation, agreed to an order
that required that it: (i) cease and desist from committing or causing any
violations of Sections 15(c)(1) and (2) of the Securities Exchange Act of 1934
and Rules 15cl -2, 15c2-7 and 17a-3 thereunder, (ii) pay penalties totaling
approximately $760,000, and (iii) submit certain policies and procedures to an
independent consultant for review.
In March 1999, a complaint seeking in excess of $250 million was filed by a
hedge fund and its investment advisor against SSB in the Supreme Court of the
State of New York, County of New York (MKP Master Fund, LDC et al. v. Salomon
Smith Barney Inc.). Plaintiffs allege that while acting as their prime broker
SSB breached its contracts with plaintiffs, converted plaintiffs' monies and
engaged in tortious conduct, including breaching its fiduciary duties. In
October 1999, the court dismissed plaintiffs' tort claims, including the breach
of fiduciary duty claims, but allowed the breach of contract and conversion
claims to stand. In December 1999, SSB filed an answer and asserted
counterclaims against the investment advisor. In response to plaintiffs' motion
to strike the counterclaims, in January 2000, SSB amended its counterclaims
against the investment advisor to seek indemnification and contribution.
Plaintiffs moved to strike SSB's amended counterclaims in February 2000. In
10
September 2000, the court denied plaintiffs' motion to dismiss SSB's
counterclaims based on indemnification and contribution. Discovery is ongoing.
SSBH and various subsidiaries have also been named as defendants in various
matters incident to and typical of the businesses in which they are engaged.
These include numerous civil actions, arbitration proceedings and other matters
in which SSBH's broker-dealer subsidiaries have been named, arising in the
normal course of business out of activities as a broker and dealer in
securities, as an underwriter of securities, as an investment banker or
otherwise. In the opinion of SSBH's management, none of these actions is
expected to have a material adverse effect on the results of operations,
consolidated financial condition or liquidity of SSBH and its subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to the security holders for a vote during
the year ended December 31, 2001.
PART II
Item 5.Market for Registrant's Common Equity and Related Security Holder
Matters.
(a)Market Information. The Partnership has issued no stock. There is no
public market for the Units of Limited Partnership Interest.
(b)Holders. The number of holders of Units of Partnership Interest as of
December 31, 2001 was 278.
(c)Distribution. The Partnership did not declare a distribution in 2001 or
2000.
(d) Use of Proceeds. There were no additional sales in the years ended
December 31, 2001, 2000 and 1999.
11
Item 6. Selected Financial Data.
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Net realized and unrealized trading gains (losses), interest income, net income
(loss), increase (decrease) in Net Asset Value per Unit for the years ended
December 31, 2001, 2000, 1999, 1998 and 1997 and total assets as of December 31,
2001, 2000, 1999, 1998 and 1997 were as follows:
2001 2000 1999 1998 1997
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Net realized and unrealized trading gains
(losses) net of brokerage commissions
and clearing fees of $661,355, $731,557,
$740,877, $725,585, and $653,350,
respectively $ (49,114) $ 417,740 $ (3,188,507) $ 2,062,231 $ 3,259,116
Interest income 446,258 699,719 735,148 784,546 777,388
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$ 397,144 $ 1,117,459 $ (2,453,359) $ 2,846,777 $ 4,036,504
============ ============ ============ ============ ============
Net income (loss) $ 276,352 $ 1,097,353 $ (2,746,410) $ 2,350,037 $ 3,348,067
============ ============ ============ ============ ============
Increase (decrease)
in Net Asset Value
per Unit $ 88.23 $ 594.95 $ (773.76) $ 644.44 $ 845.88
============ ============ ============ ============ ============
Total assets $ 15,777,724 $ 16,864,975 $ 19,553,584 $ 23,279,963 $ 22,381,511
============ ============ ============ ============ ============
12
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(1) Liquidity. The Partnership does not engage in sales of goods or
services. The Partnership's only assets are its equity in its commodity futures
trading account, consisting of cash and net unrealized appreciation
(depreciation) on open positions. Because of the low margin deposits normally
required in commodity trading, relatively small price movements may result in
substantial losses to the Partnership. Substantial losses resulting from such
price movements could lead to a material decrease in liquidity. To minimize this
risk, the Partnership follows certain policies including:
(a) Partnership funds are invested only in commodity interests which are
traded in sufficient volume to permit, in the opinion of the Advisors, ease of
taking and liquidating positions.
(b) The Partnership diversifies its positions among various commodities.
The Partnership does not initiate additional positions in a commodity if such
additional positions would result in a net long or short position in such
commodity requiring as margin more than 15% of the net assets of the
Partnership.
(c) The Partnership does not initiate additional positions in any commodity
if such additional positions would result in aggregate positions for all
commodities requiring as margin more than 66 2/3% of the Partnership's net
assets.
(d) The Partnership may occasionally accept delivery of a commodity. Unless
such delivery is disposed of promptly by retendering the warehouse receipt
13
representing the delivery to the appropriate clearing house, the physical
commodity position is fully hedged.
(e) The Partnership does not employ the trading technique commonly known as
"pyramiding," in which the speculator uses unrealized profits on existing
positions as margin for the purchase or sale of additional positions in the same
or related commodities.
(f) The Partnership does not utilize borrowings except short-term
borrowings if the Partnership takes delivery of any cash commodities.
(g) The Advisors may, from time to time, employ trading strategies such as
spreads or straddles on behalf of the Partnership. The term "spread" or
"straddle" describes a commodity futures trading strategy involving the
simultaneous buying and selling of futures contracts on the same commodity but
involving different delivery dates or markets and in which the trader expects to
earn a profit from a widening or narrowing of the difference between the prices
of the two contracts.
The Partnership is party to financial instruments with off-balance sheet
risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial instruments
may include forwards, futures and options, whose value is based upon an
underlying asset, index, or reference rate, and generally represent future
commitments to exchange currencies or cash flows, or to purchase or sell other
financial instruments at specified terms at specified future dates. Each of
these instruments is subject to various risks similar to those relating to the
14
underlying financial instruments including market and credit risk. The General
Partner monitors and controls the Partnership's risk exposure on a daily basis
through financial, credit and risk management monitoring systems and accordingly
believes that it has effective procedures for evaluating and limiting the credit
and market risks to which the Partnership is subject. (See also Item 8.
"Financial Statements and Supplementary Data." for further information on
financial instrument risk included in the notes to financial statements.)
Other than the risks inherent in commodity trading, the Partnership knows
of no trends, demands, commitments, events or uncertainties which will result in
or which are reasonably likely to result in the Partnership's liquidity
increasing or decreasing in any material way. The Limited Partnership Agreement
requires dissolution of the Partnership under certain circumstances as defined
in the Limited Partnership Agreement including, but not limited to, a decrease
in the net asset value of a Unit to less than $500 as of the close of business
on any business day, or a decrease in the aggregate net assets of the
Partnership to less than $1,000,000, or on December 31, 2007.
(2) Capital resources. (a) The Partnership has made no material commitments
for capital expenditures as of the end of the latest fiscal period.
(b) The Partnership's capital consists of the capital contributions of the
Partners as increased or decreased by gains or losses on trading of commodity
interests, expenses, interest income, redemptions of Units and distributions of
profits, if any. Gains or losses on commodity trading cannot be predicted.
Market movements in commodities are dependent upon fundamental and technical
factors which the Partnership's Advisors may or may not be able to identify.
15
Partnership expenses consist of, among other things, commissions and incentive
fees. The level of these expenses is dependent upon the level of trading and the
ability of the Advisors to identify and take advantage of price movements in the
commodity markets, in addition to the level of net assets maintained.
No forecast can be made as to the level of redemptions in any given period.
A limited partner may redeem some or all of his Units at the net asset value
thereof as of the last day of any calendar quarter on 10 business days notice to
the General Partner. For the year ended December 31, 2001, 120.9050 Units were
redeemed for a total of $784,312. For the year ended December 31, 2000, 795
Units were redeemed for a total of $3,854,993. For the year ended December 31,
1999, 233 Units were redeemed for a total of $1,378,283.
(3) Results of Operations. For the year ended December 31, 2001, the Net
Asset Value per Unit increased 1.5% from $6,053.57 to $6,141.80. For the year
ended December 31, 2000, the Net Asset Value per Unit increased 10.9% from
$5,458.62 to $6,053.57. For the year ended December 31, 1999, the Net Asset
Value per Unit decreased 12.4% from $6,232.38 to $5,458.62.
The Partnership experienced net trading gains of $612,241 before
commissions and expenses for the year ended December 31, 2001. Gains were
16
primarily attributable to the trading of commodity futures in currencies, U.S.
and non-U.S. interest rates, livestock and indices products and were partially
offset by losses realized in energy, metals, softs and grains.
The Partnership experienced net trading gains of $1,149,297 before
commissions and expenses for the year ended December 31, 2000. Gains were
primarily attributable to the trading in currencies, energy products, U.S.
interest rates and indices and were partially offset by losses recognized in the
trading of metals, grains, livestock, non-U.S. interest rates and softs.
The Partnership experienced net trading losses of $2,447,630 before
commissions and expenses for the year ended December 31, 1999. These losses were
primarily attributable to the trading of commodity futures in non-U.S. interest
rates, metals, softs, livestock, grains and indices and were partially offset by
gains in the trading of currencies, energy products and U.S. interest rates.
Commodity markets are highly volatile. Broad price fluctuations and rapid
inflation increase the risks involved in commodity trading, but also increase
the possibility of profit. The profitability of the Partnership depends on the
17
existence of major price trends and the ability of the Advisors to identify
those price trends correctly. Price trends are influenced by, among other
things, changing supply and demand relationships, weather, governmental,
agricultural, commercial and trade programs and policies, national and
international political and economic events and changes in interest rates. The
Advisors' technical trading methods do not generally take into account such
fundamental factors. To the extent that market trends exist and the Advisors are
able to identify them, the Partnership expects to increase capital through
operations.
(4) Operational Risk
The Partnership is directly exposed to market risk and credit risk, which
arise in the normal course of its business activities. Slightly less direct, but
of critical importance, are risks pertaining to operational and back office
support. This is particularly the case in a rapidly changing and increasingly
global environment with increasing transaction volumes and an expansion in the
number and complexity of products in the marketplace.
Such risks include:
Operational/Settlement Risk - the risk of financial and opportunity loss and
legal liability attributable to operational problems, such as inaccurate pricing
of transactions, untimely trade execution, clearance and/or settlement, or the
inability to process large volumes of transactions. The Partnership is subject
to increased risks with respect to its trading activities in emerging market
securities, where clearance, settlement, and custodial risks are often greater
than in more established markets.
Technological Risk - the risk of loss attributable to technological limitations
or hardware failure that constrain the Partnership's ability to gather, process,
and communicate information efficiently and securely, without interruption, with
customers, among units within the Partnership, and in the markets where the
Partnership participates.
Legal/Documentation Risk - the risk of loss attributable to deficiencies in the
documentation of transactions (such as trade confirmations) and customer
18
relationships (such as master netting agreements) or errors that result in
noncompliance with applicable legal and regulatory requirements.
Financial Control Risk - the risk of loss attributable to limitations in
financial systems and controls. Strong financial systems and controls ensure
that assets are safeguarded, that transactions are executed in accordance with
management's authorization, and that financial information utilized by
management and communicated to external parties, including the Partnership's
unitholders, creditors, and regulators, is free of material errors.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Introduction
The Partnership is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Partnership's main line of business.
Market movements result in frequent changes in the fair market value of the
Partnership's open positions and, consequently, in its earnings and cash flow.
19
The Partnership's market risk is influenced by a wide variety of factors,
including the level and volatility of interest rates, exchange rates, equity
price levels, the market value of financial instruments and contracts, the
diversification results among the Partnership's open positions and the liquidity
of the markets in which it trades.
The Partnership rapidly acquires and liquidates both long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance, and
the Partnership's past performance is not necessarily indicative of its future
results.
Value at Risk is a measure of the maximum amount which the Partnership
could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets traded by the Partnership of market movements far exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's experience to date (i.e., "risk of
ruin"). In light of the foregoing as well as the risks and uncertainties
intrinsic to all future projections, the inclusion of the quantification
included in this section should not be considered to constitute any assurance or
representation that the Partnership's losses in any market sector will be
limited to Value at Risk or by the Partnership's attempts to manage its market
risk.
Quantifying the Partnership's Trading Value at Risk
The following quantitative disclosures regarding the Partnership's market
risk exposures contain "forward-looking statements" within the meaning of the
safe harbor from civil liability provided for such statements by the Private
20
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor except for statements of historical
fact (such as the terms of particular contracts and the number of market risk
sensitive instruments held during or at the end of the reporting period).
The Partnership's risk exposure in the various market sectors traded by the
Advisors is quantified below in terms of Value at Risk. Due to the Partnership's
mark-to-market accounting, any loss in the fair value of the Partnership's open
positions is directly reflected in the Partnership's earnings (realized or
unrealized).
Exchange maintenance margin requirements have been used by the Partnership
as the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95%-99% of any one-day
intervals. The maintenance margin levels are established by dealers and
exchanges using historical price studies as well as an assessment of current
market volatility (including the implied volatility of the options on a given
futures contract) and economic fundamentals to provide a probabilistic estimate
of the maximum expected near-term one-day price fluctuation. Maintenance margin
has been used rather than the more generally available initial margin, because
initial margin includes a credit risk component which is not relevant to Value
at Risk.
21
In the case of market sensitive instruments which are not exchange traded
(almost exclusively currencies in the case of the Partnership), the margin
requirements for the equivalent futures positions have been used as Value at
Risk. In those rare cases in which a futures-equivalent margin is not available,
dealers' margins have been used.
The fair value of the Partnership's futures and forward positions does not
have any optionality component. However, certain of the Advisors trade commodity
options. The Value at Risk associated with options is reflected in the following
table as the margin requirement attributable to the instrument underlying each
option. Where this instrument is a futures contract, the futures margin, and
where this instrument is a physical commodity, the futures-equivalent
maintenance margin has been used. This calculation is conservative in that it
assumes that the fair value of an option will decline by the same amount as the
fair value of the underlying instrument, whereas, in fact, the fair values of
the options traded by the Partnership in almost all cases fluctuate to a lesser
extent than those of the underlying instruments.
In quantifying the Partnership's Value at Risk, 100% positive correlation
in the different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been added to determine each trading category's aggregate Value at Risk.
The diversification effects resulting from the fact that the Partnership's
positions are rarely, if ever, 100% positively correlated have not been
reflected.
22
The Partnership's Trading Value at Risk in Different Market Sectors
The following table indicates the trading Value at Risk associated with the
Partnership's open positions by market category as of December 31, 2001. All
open position trading risk exposures of the Partnership have been included in
calculating the figures set forth below. As of December 31, 2001, the
Partnership's total capitalization was $15,588,481.
December 31, 2001,
Year to Date
% of Total High Low
Market Sector Value at Risk Capitalization Value at Risk Value at Risk
- -------------------------------------------------------------------------------------------------
Currencies
- - Exchange Traded Contracts $ 11,750 0.08% $ 18,945 $ 7,362
- - OTC Contracts 661,703 4.25% 860,105 253,382
Energy 158,000 1.01% 202,000 21,500
Grains 20,750 0.13% 182,600 18,100
Interest rates U.S. 140,760 0.90% 240,250 72,400
Interest rates Non-U.S 499,289 3.20% 860,747 248,459
Livestock 3,600 0.02% 6,000 3,000
Metals
- - Exchange Traded Contracts 84,000 0.54% 109,000 32,000
- - OTC Contracts 31,250 0.20% 79,950 12,000
Softs 67,952 0.44% 91,428 24,813
Indices 200,723 1.29% 388,963 199,624
---------- ----------
Total $1,879,777 12.06%
========== ==========
23
As of December 31, 2000, the Partnership's total capitalization was
$16,096,441. December 31, 2000
Year to Date
% of Total High Low
Market Sector Value at Risk Capitalization Value at Risk Value at Risk
- -------------------------------------------------------------------------------------------------
Currencies
- -Exchange Traded Contracts $ 15,928 0.10% $ 217,375 $ 8,319
- -OTC Contracts 503,490 3.13% 990,070 398,746
Energy 198,000 1.23% 314,200 27,000
Grains 182,600 1.13% 622,400 28,400
Interest rates U.S. 190,850 1.19% 327,700 44,793
Interest rates Non-U.S 881,303 5.47% 1,102,465 429,750
Livestock 4,260 0.03% 4,925 2,100
Metals (Exchange Traded and
OTC Contracts) 122,000 0.76% 397,750 93,750
Softs 77,174 0.48% 157,204 31,371
Indices 353,301 2.19% 466,824 121,147
---------- ----------
Total $2,528,906 15.71%
========== ==========
24
Material Limitations on Value at Risk as an Assessment of Market Risk.
The face value of the market sector instruments held by the Partnership is
typically many times the applicable maintenance margin requirement (margin
requirements generally range between 2% and 15% of contract face value) as well
as, many times, the capitalization of the Partnership. The magnitude of the
Partnership's open positions creates a "risk of ruin" not typically found in
most other investment vehicles. Because of the size of its positions, certain
market conditions -- unusual, but historically recurring from time to time --
could cause the Partnership to incur severe losses over a short period of time.
The foregoing Value at Risk table -- as well as the past performance of the
Partnership -- give no indication of this "risk of ruin."
Non-Trading Risk
The Partnership has non-trading market risk on its foreign cash balances
not needed for margin. However, these balances (as well as any market risk they
represent) are immaterial.
Materiality as used in this section, "Qualitative and Quantitative
Disclosures About Market Risk," is based on an assessment of reasonably possible
market movements and the potential losses caused by such movements, taking into
account the leverage, optionality and multiplier features of the Partnership's
market sensitive instruments.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
The following qualitative disclosures regarding the Partnership's market
risk exposures - except for (i) those disclosures that are statements of
25
historical fact and (ii) the descriptions of how the Partnership manages its
primary market risk exposures - constitute forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. The Partnership's primary market risk exposures as well as the
strategies used and to be used by the General Partner and the Advisors for
managing such exposures are subject to numerous uncertainties, contingencies and
risks, any one of which could cause the actual results of the Partnership's risk
controls to differ materially from the objectives of such strategies. Government
interventions, defaults and expropriations, illiquid markets, the emergence of
dominant fundamental factors, political upheavals, changes in historical price
relationships, an influx of new market participants, increased regulation and
many other factors could result in material losses as well as in material
changes to the risk exposures and the management strategies of the Partnership.
There can be no assurance that the Partnership's current market exposure and/or
risk management strategies will not change materially or that any such
strategies will be effective in either the short- or long- term. Investors must
be prepared to lose all or substantially all of their investment in the
Partnership.
The following were the primary trading risk exposures of the Partnership as
of December 31, 2001, by market sector.
Interest Rates. Interest rate movements directly affect the price of the
futures positions held by the Partnership and indirectly affect the value of its
26
stock index and currency positions. 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.
However, the Partnership also takes futures positions on the government debt of
smaller nations -- e.g., Australia. The General Partner anticipates that G-7
interest rates will remain the primary market exposure of the Partnership for
the foreseeable future.
Currencies. The Partnership's currency exposure is to exchange rate
fluctuations, primarily fluctuations which disrupt the historical pricing
relationships between different currencies and currency pairs. 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. The currency trading Value at Risk figure includes foreign margin
amounts converted into U.S. dollars with an incremental adjustment to reflect
the exchange rate risk inherent to the dollar-based Partnership in expressing
Value at Risk in a functional currency other than dollars.
Stock Indices. The Partnership's primary equity exposure is to equity price
risk in the G-7 countries. The stock index futures traded by the Partnership are
by law limited to futures on broadly based indices. As of December 31, 2001, the
Partnership's primary exposures were in the NASDAQ, EUREX (Germany) and Nikkei
(Japan) stock indices. The General Partner anticipates little, if any, trading
in non-G-7 stock indices. The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the major U.S., European and Japanese
indices. (Static markets would not cause major market changes but would make it
difficult for the Partnership to avoid being "whipsawed" into numerous small
losses.)
27
Metals. The Partnership's primary metal market exposure is to fluctuations
in the price of gold and silver. Although certain of the Advisors will from time
to time trade base metals such as aluminum and copper, the principal market
exposures of the Partnership have consistently been in the precious metals, gold
and silver. The General Partner anticipates that gold and silver will remain the
primary metals market exposure for the Partnership.
Softs. The Partnership's primary commodities exposure is to agricultural
price movements which are often directly affected by severe or unexpected
weather conditions. Coffee, cocoa, cotton and sugar accounted for the
substantial bulk of the Partnership's commodity exposure as of December 31,
2001.
Energy. The Partnership's primary energy market exposure is oil price
movements, often resulting from political developments in the Middle East. Oil
prices can be volatile and substantial profits and losses have been and are
expected to continue to be experienced in this market.
Qualitative Disclosures Regarding Non-Trading Risk Exposure
The following were the only non-trading risk exposures of the Partnership
as of December 31, 2001.
28
Foreign Currency Balances. The Partnership's primary foreign currency
balances are in Japanese yen, Euro dollar and Canadian dollar. The Advisor
regularly converts foreign currency balances to dollars in an attempt to control
the Partnership's non-trading risk.
Qualitative Disclosures Regarding Means of Managing Risk Exposure
The General Partner monitors and controls the Partnership's risk exposure
on a daily basis through financial, credit and risk management monitoring
systems and accordingly believes that it has effective procedures for evaluating
and limiting the credit and market risks to which the Partnership is subject.
The General Partner monitors the Partnership's performance and the
concentration of its open positions, and consults with the Advisors concerning
the Partnership's overall risk profile. If the General Partner felt it necessary
to do so, the General Partner could require certain of the Advisors to close out
individual positions as well as enter certain positions traded on behalf of the
Partnership. However, any such intervention would be a highly unusual event. The
General Partner primarily relies on the Advisors' own risk control policies
while maintaining a general supervisory overview of the Partnership's market
risk exposures.
Each Advisor applies its own risk management policies to its trading. The
Advisors often follow diversification guidelines, margin limits and stop loss
points to exit a position. The Advisors' research of risk management often
suggests ongoing modifications to their trading programs.
As part of the General Partner's risk management, the General Partner
29
periodically meets with the Advisors to discuss their risk management and to
look for any material changes to the Advisors' portfolio balance and trading
techniques. The Advisors are required to notify the General Partner of any
material changes to their programs.
30
Item 8. Financial Statements and Supplementary Data.
HUTTON INVESTORS FUTURES FUND L.P. II
INDEX TO FINANCIAL STATEMENTS
Page
Number
Oath or Affirmation F-2
Report of Independent Accountants. F-3
Financial Statements:
Statement of Financial Condition at
December 31, 2001 and 2000. F-4
Condensed Schedule of Investments
at December 31, 2001. F-5
Statement of Income and Expenses
for the years ended December 31, 2001,
2000 and 1999. F-6
Statement of Partners' Capital for the
years ended December 31, 2001, 2000
and 1999 F-7
Notes to Financial Statements. F-8 - F-12
F-1
To The Limited Partners of
Hutton Investors Futures Fund L.P. II
To the best of the knowledge and belief of the undersigned, the information
contained herein is accurate and complete.
By: Daniel R. McAuliffe, Jr.
Chief Financial Officer and Director
Smith Barney Futures Management LLC
General Partner, Hutton Investors Futures
Fund L.P. II
Smith Barney Futures Management LLC
388 Greenwich Street
7th Floor
New York, N.Y. 10013
212-723-5424
F-2
Report of Independent Accountants
To the Partners of
Hutton Investors Futures Fund L.P. II:
In our opinion, the accompanying statement of financial condition,
including the condensed schedule of investments, and the related statements of
income and expenses and of partners' capital present fairly, in all material
respects, the financial position of Hutton Investors Futures Fund L.P. II at
December 31, 2001 and 2000, and the results of its operations for each of the
three years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the management of the General Partner; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by the management of the General Partner,
and evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 28, 2002
F-3
Hutton Investors
Futures Fund L.P. II
Statement of Financial Condition
December 31, 2001 and 2000
2001 2000
----------- -----------
Assets:
Equity in commodity futures trading account:
Cash (Note 3b) $15,100,778 $14,125,192
Net unrealized appreciation on open positions 658,139 2,678,594
15,758,917 16,803,786
Interest receivable 18,807 61,189
$15,777,724 $16,864,975
----------- -----------
Liabilities and Partners' Capital:
Liabilities:
Accrued expenses:
Commissions $ 80,549 $ 93,670
Professional fees 36,355 35,068
Other 4,779 4,171
Redemptions payable (Note 5) 67,560 635,625
189,243 768,534
Partners' capital (Notes 1, 5 and 6):
General Partner, 44 Unit equivalents outstanding
in 2001 and 2000 270,239 266,357
Limited Partners 2,494.0950 and 2,615 Units of Limited
Partnership Interest outstanding in 2001 and 2000, respectively 15,318,242 15,830,084
----------- -----------
15,588,481 16,096,441
----------- -----------
$15,777,724 $16,864,975
----------- -----------
See notes to financial statements.
F-4
Hutton Investors
Futures Fund L.P. II
Condensed Schedule of Investments
December 31, 2001
Number of
Sector Contracts Contract Fair Value
- ----------- ----------- ----------- ----------
Currencies Over the counter coontracts purchased - 0.01% $ 2,048
Over the counter contracts sold - 5.04%
JPY 2,526,606,300 JPY/USD - 5.37%, March 20, 2002 837,395
Other - (0.33)% (52,138)
--------
Total OTC contracts- 5.05% 787,305
--------
Futures contracts purchased - (0.01)% 1,525
Futures contracts sold - 0.12% 18,883
-------
Total Exchange Contracts - 0.11% 20,408
-------
Total Currencies - 5.16% 807,713
-------
Total Energy - (0.32)% Futures contracts sold - (0.32)% (49,504)
-------
Grains
Futures contracts purchased - (0.02)% (4,572)
Futures contracts sold - 0.08% 13,150
--------
Total Grains - 0.06% 8,578
--------
Interest Rates Non-U.S
Futures contracts purchased - (0.25)% (39,714)
Futures contracts sold - 1.13% 176,708
---------
Total Interest Rates Non-U.S. - 0.88% 136,994
---------
Interest Rates U.S.
Futures contracts purchased - 0.00% * 257
Futures contracts sold - (0.03)% (4,313)
---------
Total Interest Rates U.S. - (0.03)% (4,056)
---------
Total Livestock - (0.03)% Futures contracts sold - (0.03)% (4,430)
---------
Metals
Futures contracts purchased- (0.46)% (72,168)
Futures contracts sold - (1.15)% (179,739)
---------
Total Metals - (1.61)% (251,907)
---------
Softs
Futures contracts purchased- 0.00% (268)
Futures contracts sold - 0.01% 1,785
---------
Total Softs - 0.01% 1,517
---------
Indices
Futures contracts purchased- 0.10% 14,405
Futures contracts sold - (0.00)% (1,171)
---------
Total Indices - 0.10% 13,234
---------
Total Fair Value 4.22% $ 658,139
=========
Investments % of Investments
Country Composition at Fair Value at Fair Value
- --------------------- -------------------- ------------------
Australia $33,198 5.04%
Canada 9,655 1.47%
Germany 182,735 27.77%
Japan (58,906) (8.95)%
France (4,782) (0.73)%
United Kingdom (177,475) (26.97)%
United States 673,714 102.37%
-------------------- -----------------
$658,139 100.00%
==================== =================
Percentages are based on Partners' capital unless otherwise indicated
*Due to rounding
See notes to financial statements
F-5
Hutton Investors
Futures Fund L.P. II
Statement of Income and Expenses
for the years ended
December 31, 2001, 2000 and 1999
2001 2000 1999
---------- ----------- ------------
Income:
Net gains (losses) on trading of
commodity interests:
Realized gains (losses) on closed
positions $ 2,632,696 $(1,204,791) $ (608,736)
Change in unrealized gains
(losses) on open positions (2,020,455) 2,354,088 (1,838,894)
----------- ----------- -----------
612,241 1,149,297 (2,447,630)
Less, Brokerage commissions including
clearing fees of $14,966, $17,497 and
$21,682, respectively (Note 3b) (661,355) (731,557) (740,877)
----------- ----------- -----------
Net realized and unrealized gains (losses) (49,114) 417,740 (3,188,507)
Interest income (Note 3b) 446,258 699,719 735,148
----------- ----------- -----------
397,144 1,117,459 (2,453,359)
----------- ----------- -----------
Expenses:
Professional fees 42,551 20,106 46,635
Other expenses 5,605 -- 24,290
Incentive fees (Note 3a) 72,636 -- 222,126
----------- ----------- -----------
120,792 20,106 293,051
----------- ----------- -----------
Net income (loss) $ 276,352 $ 1,097,353 $(2,746,410)
----------- ----------- -----------
Net income (loss) per Unit of Limited
Partnership Interest and General Partner
Unit equivalent (Notes 1 and 6) $ 88.23 $ 594.95 $ (773.76)
----------- ----------- -----------
See notes to financial statements.
F-6
Hutton Investors
Futures Fund L.P. II
Statement of Partners' Capital
for the years ended
December 31, 2001, 2000 and 1999
Limited General
Partners Partner Total
---------- ----------- ------------
Partners' capital at December 31, 1998 $ 22,704,549 $ 274,225 $ 22,978,774
Net loss (2,712,364) (34,046) (2,746,410)
Redemption of 233 Units of
Limited Partnership Interest (1,378,283) -- (1,378,283)
------------ ------------ ------------
Partners' capital at December 31, 1999 18,613,902 240,179 18,854,081
Net income 1,071,175 26,178 1,097,353
Redemption of 795 Units of
Limited Partnership Interest (3,854,993) -- (3,854,993)
------------ ------------ ------------
Partners' capital at December 31, 2000 15,830,084 266,357 16,096,441
Net income 272,470 3,882 276,352
Redemption of 120.9050 Units of
Limited Partnership Interest (784,312) -- (784,312)
------------ ------------ ------------
Partners' capital at December 31, 2001 $ 15,318,242 $ 270,239 $ 15,588,481
------------ ------------ ------------
See notes to financial statements.
F-7
Hutton Investors
Futures Fund L.P. II
Notes to Financial Statements
1. Partnership Organization:
Hutton Investors Futures Fund L.P. II (the "Partnership") is a limited
partnership which was organized under the partnership laws of the State of
Delaware on March 31, 1987 to engage in the speculative trading of a diversified
portfolio of commodity interests including futures contracts, options and
forward contracts. The commodity interests that are traded by the Partnership
are volatile and involve a high degree of market risk. The Partnership was
authorized to sell 30,000 Units of Limited Partnership Interest ("Units") during
its initial offering period.
Smith Barney Futures Management LLC acts as the general partner (the
"General Partner") of the Partnership. The Partnership's commodity broker is
Salomon Smith Barney Inc. ("SSB"). SSB is an affiliate of the General Partner.
The General Partner is wholly owned by Salomon Smith Barney Holdings Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc.
The General Partner and each limited partner share in the profits and
losses of the Partnership in proportion to the amount of partnership interest
owned by each except that no limited partner shall be liable for obligations of
the Partnership in excess of his initial capital contribution and profits, if
any, net of distributions.
The Partnership will be liquidated upon the first to occur of the
following: December 31, 2007; the net asset value of a Unit decreases to less
than $500 per unit; the aggregate net assets of the Partnership decline to less
than $1,000,000; or under certain other circumstances as defined in the Limited
Partnership Agreement.
2. Accounting Policies:
a. All commodity interests (including derivative financial instruments and
derivative commodity instruments) are used for trading purposes. The commodity
interests are recorded on trade date and open contracts are recorded in the
statement of financial condition at fair value on the last business day of the
year, which represents market value for those commodity interests for which
market quotations are readily available. Investments in commodity interests
denominated in foreign currencies are translated into U.S. dollars at the
exchange rates prevailing on the last business day of the year. Realized gains
(losses) and changes in unrealized values on commodity interests and foreign
currencies are recognized in the period in which the contract is closed or the
changes occur and are included in net gains (losses) on trading of commodity
interests.
b. Commission charges to open and close futures contracts are expensed at
the time the positions are opened.
c. Income taxes have not been provided as each partner is individually
liable for the taxes, if any, on his share of the Partnership's income and
expenses.
d. The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates.
F-8
3. Agreements:
a. Management Agreements:
The General Partner has Management Agreements with Trendlogic Associates
and John W. Henry & Company, Inc., (the "Advisors"). The Agreements provide that
the Advisors have sole discretion to determine the investment of the assets of
the Partnership, subject to the Partnership's trading policies set forth in the
Partnership's prospectus. Pursuant to each management agreement, each Advisor is
entitled to an incentive fee, payable quarterly, equal to 20% of the New Trading
Profits, as defined in the Management Agreements, on the assets under such
Advisor's management.
b. Customer Agreement:
The Partnership has entered into a Customer Agreement, which has been
assigned to SSB, from a predecessor company, whereby SSB provides services which
include, among other things, the execution of transactions for the Partnership's
account in accordance with orders placed by the Advisors. The Partnership is
obligated to pay brokerage commissions to SSB at $50 per roundturn futures and
forwards transaction and $25 per option transaction which includes floor
brokerage, exchange, clearing and NFA fees. All of the Partnerships' assets are
deposited in the Partnership's account at SSB. The Partnership's cash is
deposited by SSB in segregated bank accounts to the extent required by Commodity
Futures Trading Commission regulations. At December 31, 2001 and 2000, the
amount of cash held for margin requirements was $2,038,947 and $2,790,726,
respectively. Through April 30, 2000, the Customer Agreement provided that
approximately 80% of the Partnership's assets be maintained in interest bearing
U.S. Treasury obligations, including assets to be utilized as margin for
commodities positions. Effective May 1, 2000, SSB has agreed to pay the
Partnership interest on 80% of the average daily equity maintained in cash in
its account during each month at the rate of the average non-competitive yield
of 13 week U.S. Treasury Bills as determined at the weekly auctions thereof
during the month. The Customer Agreement between the Partnership and SSB gives
the Partnership the legal right to net unrealized gains and losses.
4. Trading Activities:
The Partnership was formed for the purpose of trading contracts in a
variety of commodity interests, including derivative financial instruments and
derivative commodity instruments. The results of the Partnership's trading
activity are shown in the statement of income and expenses.
F-9
All of the commodity interests owned by the Partnership are held for
trading purposes. The average fair value during the years ended December 31,
2001 and 2000, based on a monthly calculation, was $960,433 and $625,386,
respectively. The fair value of these commodity interests, including options
thereon, if applicable, at December 31, 2001 and 2000 was $658,139 and
$2,678,594, respectively.
Fair Market Value
December 31,
2000
----------
Currencies:
-Exchange Traded Contracts $53,797
-OTC Contracts 1,065,113
Energy 125,770
Grains 33,440
Interest Rates U.S. 592,991
Interest Rates Non-U.S. 593,276
Livestock 6,750
Metals:
-Exchange Traded Contracts (5,245)
-OTC Contracts (36,727)
Softs (48,067)
Indices 297,496
---------
Total $2,678,594
----------
5. Distributions and Redemptions:
Distributions of profits, if any, will be made at the sole discretion of
the General Partner; however, each limited partner may redeem some or all of his
Units at the net asset value thereof as of the last day of any calendar quarter
on 10 business days' notice to the General Partner, provided that no redemption
may result in the limited partner holding fewer than three Units after such
redemption is effected.
F-10
6. Financial Highlights:
Changes in the net asset value per Unit of Partnership interest during the
years ended December 31, 2001, 2000 and 1999 were as follows:
2001 2000 1999
--------- --------- ---------
Net realized and unrealized gains (losses) $ (37.27)$ 380.39 $ (896.58)
Interest income 171.40 220.09 203.69
Expenses (45.90) (5.53) (80.87)
--------- --------- ---------
Increase (decrease) for year 88.23 594.95 (773.76)
Net asset value per
Unit, beginning of year 6,053.57 5,458.62 6,232.38
--------- --------- ---------
Net asset value per
Unit, end of year $ 6,141.80 $ 6,053.57 $ 5,458.62
--------- --------- ---------
Ratios to Average Net Assets :
Net income before incentive fee 2.1%
Incentive fee (0.4)%
----------
Net income after incentive fee 1.7%
----------
Operating expenses 4.4%
Incentive fee 0.4%
----------
Total expenses and incentive fee 4.8%
----------
Total return:
Total return before incentive fee 1.9%
Incentive fee (0.4)%
---------
Total return after incentive fee 1.5%
---------
7. Financial Instrument Risks:
The Partnership is party to financial instruments with off-balance sheet
risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial instruments
may include forwards, futures and options, whose value is based upon an
underlying asset, index, or reference rate, and generally represent future
commitments to exchange currencies or cash flows, to purchase or sell other
financial instruments at specific terms at specified future dates, or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash, through physical delivery or with another financial instrument.
These instruments may be traded on an exchange or over-the-counter ("OTC").
Exchange traded instruments are standardized and include futures and certain
option contracts. OTC contracts are negotiated between contracting parties and
include forwards and certain options. Each of these instruments is subject to
various risks similar to those related to the underlying financial instruments
including market and credit risk. In general, the risks associated with OTC
contracts are greater than those associated with exchange traded instruments
because of the greater risk of default by the counterparty to an OTC contract.
Market risk is the potential for changes in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in commodity or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.
F-11
Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or clearing organization acts as a counterparty to the transactions. The
Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts recognized in the statement of financial condition and
not represented by the contract or notional amounts of the instruments. The
Partnership has credit risk and concentration risk because the sole counterparty
or broker with respect to the Partnership's assets is SSB.
The General Partner monitors and controls the Partnership's risk exposure
on a daily basis through financial, credit and risk management monitoring
systems, and accordingly believes that it has effective procedures for
evaluating and limiting the credit and market risks to which the Partnership is
subject. These monitoring systems allow the General Partner to statistically
analyze actual trading results with risk adjusted performance indicators and
correlation statistics. In addition, on-line monitoring systems provide account
analysis of futures, forwards and options positions by sector, margin
requirements, gain and loss transactions and collateral positions.
The notional or contractual amounts of these instruments, while
appropriately not recorded in the financial statements, reflect the extent of
the Partnership's involvement in these instruments. The majority of these
instruments mature within one year of December 31, 2001. However, due to the
nature of the Partnership's business, these instruments may not be held to
maturity.
F-12
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
During the last two fiscal years and any subsequent interim period, no
independent accountant who was engaged as the principal accountant to audit the
Partnership's financial statements has resigned or was dismissed.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership has no officers or directors and its affairs are managed by
its General Partner, Smith Barney Futures Management LLC. Investment decisions
are made by the Advisors.
Item 11. Executive Compensation.
The Partnership has no directors or officers. Its affairs are managed by
the General Partner. See "Item 1. Business." SSB is the commodity broker for the
Partnership and receives brokerage commissions for its services at an amount
equal to $50 per round-turn futures transaction and $25 per option transaction
(inclusive of NFA, exchange and clearing fees) as described in "Item 1.
Business." and "Item 8. Financial Statements and Supplementary Data." For the
year ended December 31, 2001, SSB earned $661,355 in brokerage commissions and
clearing fees.
The Advisors manage the Partnership's investments and receive a quarterly
incentive fee, as described under "Item 1. Business." Trading performance for
the year ended December 31, 2001, resulted in an incentive fee of $72,636.
31
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a). Security ownership of certain beneficial owners. As of March 1, 2002,
one beneficial owner who are neither directors nor executive officers owns more
than five percent (5%) of the outstanding Units issued by the Registrant as
follows:
Title Name and Address of Amount and Nature of Percent of
of Class Beneficial Owner Beneficial Ownership Class
- -------- ------------------- -------------------- ----------
Units of Cheryl A. Schwartz 135 Units 5.3%
Limited Fbo R. Schwartz Flint Trust
Partnership P. O. Box 1312
Interest Page, AZ 86040-1312
(b). Security ownership of management. Under the terms of the Limited
Partnership Agreement, the Partnership's affairs are managed by the General
Partner. The General Partner owns Units of general partnership interest
equivalent to 44 Units (1.7%) of Limited Partnership Interest as of December 31,
2001.
(c). Changes in control. None.
Item 13. Certain Relationships and Related Transactions.
Salomon Smith Barney Inc. and Smith Barney Futures Management LLC would be
considered promoters for purposes of Item 404(d) of Regulation S-K. The nature
and the amount of compensation received by SSB and the General Partner from the
Partnership are set forth under "Item 1. Business.", "Item 8. Financial
Statements and Supplementary Data.", Note 3b. and "Item 11. Executive
Compensation."
32
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) Financial Statements:
Statement of Financial Condition at December 31, 2001 and 2000.
Statement of Income and Expenses for the years ended December 31,
2001, 2000 and 1999.
Statement of Partners' Capital for the years ended December 31, 2001,
2000 and 1999.
(2) Financial Statement Schedules: Financial Data Schedule for the year
ended December 31, 2001.
(3) Exhibits:
3. Agreement of Limited Partnership of Hutton Investors Futures Fund L.P.
II (the "Partnership") dated as of March 30, 1987, as amended and
restated as of June 1, 1987).
10.1 Form of Subscription Agreement (incorporated by reference from Exhibit
E to the Prospectus contained in Amendment No. 1 to the Registration
Statement on Form S-1 (File No.33-13485) filed by the Partnership on
June 5, 1987).
33
10.2 Form of Request for Redemption (incorporated by reference from Exhibit
B to the Prospectus contained in Amendment No.1 to the Registration Statement on
Form S-1 (File No. 33-13485) filed by the Partnership on June 5, 1987).
10.3 Escrow Agreement dated June 9, 1987, among the Partnership, Hutton
Commodity Management Inc., E.F. Hutton & Company Inc. and Chemical Bank
(previously filed).
10.4 Brokerage Agreement dated as of July 23, 1987, between the Partnership
and E.F. Hutton & Company Inc. (previously filed).
10.5 Advisory Agreement dated as of March 31, 1987, among the Partnership,
Hutton Commodity Management Inc., Desai & Company and John W. Henry & Company,
Inc. the Partnership, Hutton Commodity Management Inc., (previously filed).
10.6 Representation Agreement concerning the Registration Statement and the
Prospectus dated as of June 9, 1987, among the Partnership, Hutton & Company
Inc., Cresta Commodity Management Inc., Desai & Company and John W. Henry &
Company, Inc. (previously filed).
10.7 Net Worth Agreement dated as of June 3, 1987, between Hutton Commodity
Management Inc. and the E.F. Hutton Group Inc. (previously filed).
34
10.8 Copy of executed Promissory Note dated June 3, 1987, from The E.F.
Hutton Group Inc. to Hutton Commodity Management Inc. (previously filed).
10.9 Letter amending and extending Management Agreement dated March 31,
1987 among the Partnership, Hutton Commodity Management, Inc., John W. Henry &
Company, Inc. and Desai & Company as of September 26, 1989 (previously filed).
10.10 Letter dated August 28, 1990 from the Partnership to John W. Henry &
Company, Inc. extending Management Agreement (filed as Exhibit k to Form 10-K
for the fiscal year ended December 31, 1990 and incorporated herein by
reference).
10.11 Letter dated August 28, 1990 from Partnership to Desai & Company
extending Management Agreement (filed as Exhibit l to Form 10-K for the fiscal
year ended December 31, 1990 and incorporated herein by reference).
10.12 Letter dated January 17, 1991 from the Partnership to Desai & Company
terminating Management Agreement (filed as Exhibit m to Form 10-K for the fiscal
year ended December 31, 1990 and incorporated herein by reference).
35
10.13 Advisory Agreement dated January 30, 1991 among the Partnership, the
General Partner and TrendLogic Associates, Inc. (filed as Exhibit n to Form 10-K
for the fiscal year ended December 31, 1990 and incorporated herein by
reference).
10.14 Letter dated August 30, 1991 from the General Partner to John W.
Henry & Company, Inc. extending Advisory Agreement (filed as Exhibit o to Form
10-K for the fiscal year ended December 31, 1991 and incorporated herein by
reference).
10.15 Letter dated August 30, 1991 from the General Partner to TrendLogic
Associates, Inc. extending Advisory Agreement (filed as Exhibit p to Form 10-K
for the fiscal year ended December 31, 1991).
10.16 Letter dated August 31, 1992 from the General Partner to John W.
Henry & Company, Inc. (filed as Exhibit q to Form 10-K for the fiscal year ended
December 31, 1991).
36
10.17 Letter dated August 31, 1992 from the General Partner to TrendLogic
Associates, Inc. extending Advisory Agreements (filed as Exhibit r to Form 10-K
for the fiscal year ended December 31, 1992 and incorporated herein by
reference).
10.18 Letter dated August 31, 1993 from the General Partner to John W.
Henry & Company, Inc. extending Advisory Agreements (filed as Exhibit s to Form
10-K for the fiscal year ended December 31, 1993 and incorporated herein by
reference).
10.19 Letter dated August 31, 1993 from the General Partner to TrendLogic
Associates, Inc. (filed as Exhibit t to Form 10-K for the fiscal year ended
December 31, 1993).
10.20 Letter dated February 16, 1995 from the General Partner to TrendLogic
Associates, Inc. extending Advisory Agreement (filed as Exhibit u to Form 10-K
for the fiscal year ended December 31, 1994).
37
10.21 Letter dated February 16, 1995 from the General Partner to John W.
Henry & Company, Inc. extending Advisory Agreement (filed as Exhibit v to Form
10-K for the fiscal year ended December 31, 1994).
10.22 Letter extending Management Agreements with John W. Henry & Company,
Inc. and TrendLogic Associates, Inc. for 1996 and 1997 (previously filed).
10.23 Letters extending Management Agreements with John W. Henry & Company,
Inc. and TrendLogic Associates, Inc. for 1998 (previously filed).
10.24 Letters extending Management Agreements with John W. Henry & Company,
Inc. and TrendLogic Associates, Inc. for 1999 (previously filed).
10.25 Letters extending Management Agreements with John W. Henry and
Company, Inc. and TrendLogic Associates, Inc. for 2000 (previously filed).
10.26 Letters extending Management Agreements with John W. Henry and
Company, Inc. and Trendlogic Associates, Inc. for 2001 (filed herein).
(b) Report on Form 8-K: None Filed
38
Supplemental Information To Be Furnished With Reports Filed Pursuant To
Section 15(d) Of The Act by Registrants Which Have Not Registered Securities
Pursuant To Section 12 Of the Act.
Annual Report to Limited Partners
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this annual report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York and State of New York on the 29th day of March 2002.
HUTTON INVESTORS FUTURES FUND L.P.II
By: Smith Barney Futures Management LLC
(General Partner)
By /s/ David J. Vogel
-------------------------------------
David J. Vogel, President & Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this annual report on Form 10-K has been signed below by the following persons
in the capacities and on the date indicated.
/s/ David J. Vogel /s/ Shelley Ullman
- ------------------------------ ------------------
David J. Vogel Director
Director, Principal Executive
Officer and President
/s/ Maureen O'Toole /s/ Steve J. Keltz
- -------------------------- ------------------
Maureen O'Toole Secretary and Director
Director
/s/ Daniel R. McAuliffe, Jr.
- ------------------------------ -
Daniel R. McAuliffe, Jr.
Chief Financial Officer and
Director
40