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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 Commission File Number 0-17555
December 31, 1996
Everest Futures Fund, L.P.
(Exact name of registrant as specified in its charter)
Iowa 42-1318186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
508 North Second St. 52556
Suite 302, Fairfield, Iowa (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (515) 472-5500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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
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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of Form 10-K: [ X ]
There is no pubic market for the Units of limited partnership interest.
Accordingly, information with respect to the aggregate market value of Units
of Limited Partnership Interest held by non-affiliates has not been supplied.
Registrant has no voting stock
Part 1
Item 1. Business
Everest Futures Fund, L.P. (the "Partnership") is a limited partnership
organized on June 20, 1988 under the Iowa Uniform Limited Partnership Act.
The business of the Partnership is the speculative trading of commodity
futures contracts and other commodity interests, including forward contracts
on foreign currencies ("Commodity Interests") either directly or through
investing in other, including subsidiary, partnerships, funds or other limited
liability entities. The Partnership commenced its trading operations on
February 1, 1989 and its General Partner is Everest Asset Management, Inc.
(the "General Partner") a Delaware corporation organized in December, 1987.
The Partnership was initially organized on June 20, 1988 under the
name Everest Energy Futures Fund, L.P. and its initial business was the
speculative trading of Commodity Interests, with a particular emphasis on
the trading of energy-related commodity interests. However, effective
September 12, 1991, the Partnership changed its name to "Everest Futures
Fund, L.P." and at the same time eliminated its energy concentration trading
policy. The Partnership thereafter has traded futures contracts and options on
futures contracts on a diversified portfolio of financial instruments and
precious metals and trades forward contracts on currencies.
The initial public offering of the Partnership's Units of limited
partnership interests ("Units") pursuant to a registration statement on Form
S-18 and Prospectus was declared effective and commenced on or about
December 6, 1988. On February 1, 1989, the initial offering period for the
Partnership was terminated, by which time the Net Asset Value of the
Partnership was $2,140,315.74. Beginning February 2, 1989, an extended
offering period commenced which terminated on July 31, 1989, by which time
a total of 5,065.681 Units of Limited Partnership Interest were sold. Effective
May, 1995 the Partnership ceased to report as a public offering. On July 1,
1995 the Partnership recommenced the offering of its Units as a Regulation D,
Rule 506 private placement, which continues to the present with a total of
6,486.23 additional Units sold for $9,728,965 since July 1, 1995 through
December 31, 1996.
On February 29, 1996, the Partnership amended its Agreement of
Limited Partnership permitting the Partnership to conduct its trading
business by investing in other partnerships and funds and in subsidiary
partnerships or other limited liability entities. Effective close of business
on March 29, 1996 the Partnership invested all of its assets in another limited
partnership, the Everest Futures Fund II L.P. ("Everest II"), a Delaware limited
partnership in which the Partnership is the sole limited partner. As a result,
the Partnership does not currently invest directly in Commodity Interests.
Instead, the Partnership transferred all of its assets to Everest II in return
for its Everest II limited partnership interest. Everest II invests directly in
Commodity Interests through the Financial and Metals Program of John W.
Henry & Co. Inc. ("JWH"), an independent commodity trading advisor which
had hitherto been the advisor to the Partnership.
The main advantage in creating Everest II was the continued ability of
Limited Partners to invest in the Financial and Metals Program of JWH.
JWH is one of the leading commodity trading advisors in the managed
futures industry, measured both in terms of total assets under management
and historical performance. With approximately $1.3 billion under
management, JWH no longer accepts direct managed accounts from
individual investors. The Partnership is currently one of only a few
investment vehicles which provide U.S. investors with access to the JWH
Financial & Metals Portfolio. The General Partner currently believes that
retaining JWH as trading advisor for the Partnership is important to the
Partnership's continued success. As a result, the General Partner chose to
establish Everest II as the means of retaining JWH as trading advisor.
The General Partner does not believe that the Partnership's investment
in Everest II will cause any significant or material disadvantage to Limited
Partners. The co-general partner fee being paid to CISI is being borne directly
by the General Partner, not by the Partnership. All other fees and expenses of
the Partnership, except for operating expenses, remain the same as prior to
the creation of Everest II. Operating expenses are a semi-variable expense
with respect to the Partnership's size, and have decreased as a percentage of
Net Asset Value since the creation of Everest II given the growth in the
Partnership's assets which is due to the retention of JWH.
Everest II has two general partners, Everest Asset Management, Inc. -
the current General Partner of the Partnership, and CIS Investments, Inc.
("CISI"), which is a wholly-owned subsidiary of Cargill Investor Services, Inc.,
the former clearing broker of the Partnership and now the Commodity
Broker for Everest II. CIS Financial Services, Inc., an affiliate of the
Commodity Broker, acts as the Partnership's currency dealer. CISI and the
General Partner are registered with the CFTC as commodity pool operators
and are members of the NFA in such capacity.
On September 13, 1996 the Commission accepted a voluntary filing by
the Partnership of a Form 10 - General Form for Registration of Securities,
and public reporting of Units of the Partnership sold as a private placement
commenced at that time and has continued to the present.
Upon ten days written notice, a Limited Partner may require the
Partnership to redeem all or part of his Units effective as of the close of
business (as determined by the General Partner) on the last day of any month
at the Net Asset Value thereof on such date. Notwithstanding the above,
pursuant to the Amended and Restated Agreement of Limited Partnership,
the General Partner may, in its sole discretion, and on ten days' notice,
require a Limited Partner to redeem all or part of his Units in the Partnership
as of the end of any month. There are no additional charges to the Limited
Partner at redemption. The Partnership's Amended and Restated Agreement of
Limited Partnership contains a full description of redemption and
distribution procedures. The Partnership may redeem its sole limited
partnership interest in Everest II effective as of the end of one business day
after such redemption request has been made. Everest II's Limited
Partnership Agreement contains a full description of that partnership's
redemption and distribution procedures.
Since commencing trading operations, the Partnership has engaged in
the speculative trading of Commodity Interests and will continue to do so
until its dissolution and liquidation, which will occur on the earlier of
December 31, 2020 or the occurrence of any of the events set forth in
Paragraph 4(a) of the Agreement of Limited Partnership. Such events are (i)
an election to dissolve the Partnership made by over 50% of the Limited
Partnership Units at least 90 days prior to dissolution, (ii) withdrawal,
insolvency, or dissolution of the General Partner (unless a new general
partner is substituted), (iii) decline in the Net Asset Value of the Partnership
at the close of any business day to less than $300,000, or (iv) any event which
will make it unlawful for the existence of the Partnership to be continued or
requiring termination of the Partnership. The termination of Everest II shall
occur on the first to occur of the following: (i) December 31, 2025; (ii)
withdrawal, insolvency or dissolution of a General Partner or any other event
that causes a General Partner to cease to be a general partner unless (a) at the
time of such event there is at least one remaining general partner of Everest II
to carry on the business of Everest II, or (b) within ninety (90) days after
suchevent, all partners agree in writing to continue the business of Everest II
and to the appointment of one or more managing general partners of Everest II,
or any event which will make it unlawful for the existence of Everest II to
continue.
The address of the General Partner and the Partnership is 508 North
Second Street, Suite 302, Fairfield, Iowa 52556, and the telephone number is
(515) 472-5500. The General Partner changed its name as of March 1, 1994 and
amended its Certificate of Incorporation, with no other changes, accordingly.
In accordance with the provisions of the Commodity Exchange Act (the
"CEA") and the rules of the National Futures Association (the "NFA"), the
General Partner is registered as a commodity pool operator and a
recommending commodity trading advisor, the advisor is registered as a
commodity trading advisor and the Commodity Broker is registered as a
futures commission merchant, each subject to regulation by the Commodity
Futures Trading Commission (the "CFTC"). Each is also a member of the
NFA in such capacity.
The General Partner through the Partnership's participation in Everest
II, to the exclusion of the limited partners of the Partnership (the "Limited
Partners"), manages and conducts the business of the Partnership. Thus the
General Partner (i) selects and monitors the independent commodity trading
advisor(s) and the Commodity Broker; (ii) allocates and/or reallocates assets
of the Partnership to or from JWH and/or the advisor(s); (iii) determines if an
advisor or commodity broker should be removed or replaced; (iv) negotiates
management fees, incentive fees and brokerage commissions; (v) determines
its own compensation with respect to management and administrative fees;
and (vi) performs such other services as the Partnership may from time to
time request, except that all trading decisions are made by the advisor and not
the General Partner. In addition, the General Partner selects their commodity
broker(s) that will clear trades for the advisor(s). Cargill Investor Services,
Inc. ("Commodity Broker") currently acts as Everest II's futures commission
merchant and CIS Financial Services, Inc., an affiliate of the Commodity
Broker, acts as Everest II's currency dealer.
The General Partner is responsible for the preparation of monthly and
annual reports to the Limited Partners; filing reports required by the CFTC,
the NFA, the SEC and any other federal or state agencies having jurisdiction
over the Partnership's operations; calculation of the Net Asset Value
(meaning the total assets less total liabilities of the Partnership {for a more
precise definition, see the Exhibit "Form 10-General Form for Registration of
Securities" incorporated by reference hereto) and directing payment of the
management and incentive fees payable to JWH or the advisor(s) under an
advisory agreement(s) entered into with the commodity trading advisor(s).
The Partnership is now the beneficial owner of the sole limited
partnership interest of Everest II. The Partnership is not, however, an
investment company of the Partnership within the meaning of the
Investment Company Act of 1940, because (i) the Partnership does not
otherwise invest, reinvest, own, hold or trade securities, (ii) the Partnership
shall continue to hold at least 50% of the limited partnership interest in
Everest II, (iii) the Partnership does not fall within the meaning of an
investment company under Section 3(a) of the 1940 Act, (iv) the Limited
Partners continue to have the right to remove the General Partner of the
Partnership, and (v) the Partnership continues to have the right to remove
the general partners of Everest II.
The General Partner does not believe that the Partnership's investment
in Everest II will cause any significant or material disadvantage to Limited
Partners. The co-general partner fee being paid to CISI is being borne directly
by the General Partner, not by the Partnership. All other fees and expenses of
the Partnership, except for operating expenses, remain the same as prior to
the creation of Everest II. Operating expenses are a semi-variable expense
with respect to the Partnership's size, and have decreased as a percentage of
Net Asset Value since the creation of Everest II given the growth in the
Partnership's assets which is due to the retention of JWH.
As a result of the Partnership's investment in Everest II, the majority
of the Partnership's trading and operating expenses have been transferred to
Everest II. This transfer is not expected to have any material economic effect
on the overall fees and expenses attributable to Partnership investors. The
Partnership continues to pay its own operating expenses, but as of the close of
business on March 29, 1996, Everest II is now obligated to pay the substantial
trading and operational expenses and to pay an incentive fee to its trading
advisor. These expenses materially affect the net results of an investment in
the Partnership, reducing net profits and increasing net losses. The
Partnership would have to make a 9.13% return on its investments during
the initial year of a Limited Partner's investment in the Partnership in order
for a Limited Partner to break even during the Limited Partner's first year of
investment in the Partnership. The fees and expenses of the Partnership and
Everest II are described in more detail in the Partnership's offering
memorandum which are incorporated herein by reference.
As is noted below, Everest II pays the Commodity Broker a brokerage
commission charge equal to 0.5% of the Partnership's Beginning Net Asset
Value as of the beginning of each month (approximately 6% annually).
Approximately 80% of this amount is rebated by the Commodity Broker to
the General Partner. From this rebated amount, the General Partner pays CISI
a monthly co-general partner fee equal to 1/12 of 0.40% of the month-end
NAV of Everest II. However, in the event an opinion of counsel is obtained
which permits CISI to reduce its capital account to 0.50% or less of
Everest II's NAV, then the annual rate of the monthly co-general partner fee
will thereafter be 0.25%.
The General Partner in turn pays a portion of such amount to the
Selling Agent and additional selling agents as selling commissions. In
addition, the Partnership reimburses the General Partner for the actual
organization and offering expenses advanced by it, not to exceed one percent
of the Net Asset Value of Units sold. Organization and offering expenses
shall mean all expenses incurred by the Partnership or the General Partner in
connection with and in preparation to offer and distribute the Units to
investors, including, but not limited to, expenses for traveling, printing,
engraving, mailing, salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow holder, depositories,
experts, expenses of qualification of the sales of its securities under state
law, including taxes and fees and accountants' and attorneys' fees.
Everest II pays its current commodity trading advisor, John W. Henry
& Co., Inc. ("JWH") a monthly management fee equal to 0.333%
(approximately 4% annually) of Everest II's month-end Allocated Assets and
a quarterly incentive fee equal to 15% of Everest II's New Net Trading Profits
as of the end of each quarter.
As a result of the investment in Everest II by the Partnership, Everest II
pays commodity brokerage commissions charges to the Commodity Broker
equal to 0.5% of Everest II's Beginning Net Asset Value as of the beginning of
each calendar month. It is estimated that this amount will equal
approximately 6% of Everest II's average annual Net Asset Value. If there is a
material change in Everest II's brokerage commission structure, investors and
Limited Partners will be informed in writing. The Commodity Broker may,
in the future, increase the fee charged to Everest II. Approximately 80% of
this amount is paid by the Commodity Broker to the General Partner.
The Commodity Broker has agreed to pay Everest II interest on Everest
II's assets (including open trade equity) deposited with it during a month at
the average of 91-day U.S. Treasury Bills purchased by the Commodity Broker
during each month. The Commodity Broker will retain all excess interest, if
any, earned on Everest II assets, above the amount of interest paid to Everest
II. The interest rate to be paid by the Commodity Broker to Everest II is a
negotiated rate which has been negotiated between the Commodity Broker
and the General Partner. The actual interest income on Everest II's assets
earned by the Commodity Broker may be greater than or less than the
negotiated rate to be paid by the Commodity Broker to Everest II. The
Commodity Broker will also be responsible for execution and clearance of
futures contracts (and possibly certain other Commodity Interests).
A selling commission of 3% of the Net Asset Value of Units sold will
be paid, unless waived in whole or in part by the General Partner, by the
Limited Partners to Capital Management Partners, Inc. (Capital) or the
additional selling agents in connection with the sale of the Units. Capital is
a CFTC-regulated introducing broker, an NFA member, and an affiliate of the
General Partner. The General Partner may pay up to 100% of the funds it
receives from the Commodity Broker to Capital and the additional selling
agents as additional selling commission.
The Partnership is obligated to pay its periodic operating expenses and
extraordinary expenses. Although those expenses will vary depending on the
Partnership's size, it is estimated that the periodic operating expenses will
total on a combined Partnership and Everest II basis approximately $60,000
annually. Extraordinary expenses for these purposes include expenses
associated with significant non-recurring litigation including, but not limited
to, class action suits and suits involving the indemnification provisions of
the Agreement of Limited Partnership or any other agreement to which the
Partnership is a party. By their nature, the dollar amount of extraordinary
expenses cannot be estimated. All expenses shall be billed directly and paid
for by the Partnership. The Partnership's operating expenses for the years
1992-1996 can be found in the table in Item 6 below.
Neither the Partnership, the General Partner nor CISI has any
employees other than their officers and directors, all of whom are employees
of affiliated companies of the Partnership, the General Partner, and CISI.
Rather, the General Partner, in its capacity as a CFTC-regulated commodity
pool operator, contracts the services of research, fund administration, client
support (marketing) and management information systems and analysis to
Capital. As of December 31, 1996 Capital had 8 employees.
The Partnership's business constitutes only one segment for financial
reporting purposes; and the purpose of this limited partnership is to directly
or indirectly through its investment in Everest II to trade, buy, sell, spread
or otherwise acquire, hold or dispose of Commodity Interests including futures
contracts, forward contracts, physical commodities and related options
thereon. The objective of the Partnership's business is appreciation of its
assets through speculative trading in such Commodity Interests. Financial
information about the Partnership's business, as of December 31, 1996 is set
forth under Items 6 and 7 herein.
For a description of commodity trading and its regulation, see the
Prospectus filed on Form S-18 and the Confidential Private Placement
Memorandum filed as part of the Form 10 and included in the exhibits
hereto.
The Current Offering
On July 1, 1995 the Partnership reopened for investment as a
Regulation D, Rule 506 private placement offering an unlimited amount of
limited partnership interests. On September 19, 1996 the Commission
accepted a Form 10 - General Form for Registration of Securities submitted by
the Partnership thereby making the Partnership a public reporting private
placement offering. It also qualified the Partnership as a "publicly offered
security" as defined in the Employee Retirement Income Security Act of 1974
(ERISA) rules permitted it to accept investment of an unlimited amount of
plan assets as defined in ERISA. Hitherto, as a private placement the
Partnership could accept ERISA plan assets representing no more than 25% of
the total investment in the Partnership. The limited partnership interests are
offered by the Selling Agent and additional selling agents with a minimum
subscription amount of $26,000.
Competition
JWH and any other advisor(s) of the Partnership, its or their respective
principals, affiliates and employees are free to trade for their own accounts
and to manage other commodity accounts during the term of the Advisory
Agreement and to use the same information and trading strategy which JWH
obtains, produces or utilizes in the performance of services for the
Partnership through its investment in Everest II. To the extent that JWH
recommends similar or identical trades to the Partnership and other accounts
which it manages, the Partnership may compete with those accounts for the
execution of the same or similar trades.
Other trading advisors who are not affiliated with the Partnership may
utilize trading methods which are similar in some respects to those methods
used by JWH or any other future Partnership's advisor(s). These other
trading advisors could also be competing with the Partnership for the same or
similar trades as requested by the Partnership's advisor(s).
Item 2. Properties
The Partnership does not utilize any physical properties in the conduct
of its business. The General Partner and CISI use the offices of the Selling
Agent and CIS respectively, at no additional charge to the Partnership, to
perform their administrative functions, and the Partnership uses the offices
of the Selling Agent, again at no additional charge to the Partnership, as its
principal administrative offices.
Item 3. Legal Proceedings
The General Partner is not aware of any material pending legal
proceedings to which the Partnership or the General Partner is a party or to
which any of their assets is subject.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Units & Related Security Holder Matters
(a) There is no established public market for the Units and
none is expected to develop.
(b) As of December 31, 1996, there were 6,018.745 Units held
by Limited Partners and 60.851 held by the General
Partner. A total of 1,182.117 Units were redeemed from
January 1, 1996 to December 31, 1996. The Partnership's
Second Amended and Restated Agreement of Limited
Partnership contains a full description of redemption and
distribution procedures.
(c) To date no distributions have been made to partners of
the Partnership.
The Agreement of Limited Partnership does not provide for a regular
or periodic cash distributions, but gives the General Partner sole discretion in
determining what distributions, if any, the Partnership will make to its
partners. The General Partner has not declared any such distributions to date,
and does not currently intend to declare any such distributions.
Item 6. Selected Financial Data
1992 1993 1994 1995 1996
(In thousands, except amounts per Unit)
1. Operating Revenue $128 $664 ($157) $569 $3,205
2. Income (Loss) from Continuing
Operations (161) 362 (393) 371 2,080
3. Income (Loss) Per Unit (79.23) 335.84 (398.79) 416.06 377.35
4. Total Assets 1.368 1,507 967 2,279 12,478
5. Long Term Obligations 0 0 0 0 0
6. Cash Dividend per Unit 0 0 0 0 0
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
Most U.S. commodity exchanges limit by regulations the amount of
fluctuation in commodity futures contract prices during a single trading day.
These regulations specify what are referred to as "daily price fluctuation
limits" or daily limits". The daily limits establish the maximum amount the
price of a futures contract may vary either up or down from the previous
day's settlement price at the end of a trading session. Once the daily limit
has been reached in a particular commodity, no trades may be made at a price
beyond the limit. Positions in the commodity could then be taken or
liquidated only if traders are willing to effect trades at or within the limit
during the period fro trading on such day. Because the "daily limit" rule only
governs price movement for a particular trading day, it does not limit losses.
In the past, futures prices have moved the daily limit for numerous
consecutive trading days and thereby prevented prompt liquidation of futures
positions one side of the market, subjecting commodity futures traders
holding such positions to substantial losses for those days.
It is also possible for an exchange or the CFTC to suspend trading in a
particular contract, order immediate settlement of a particular contract, or
direct that trading in a particular contract be for liquidation only.
For the year ended December 31, 1996, investors redeemed a total of
1,182.117 Units for $1,762,323. During 1996, investors purchased 5,814.406
Units (including the General Partner's purchase of 28.308 Units) for
$8, 760,917. On December 31, 1996 the Partnership had unrealized profits of
$172,918 and cash on deposit of $8,832,835.
Since the March 29, 1996 investment by the Partnership of all of its
assets in Everest II for the rest of fiscal 1996, there has been no actual
credit risk exposure to the Partnership beyond its actual investment in Everest
II.
As of December 31, 1996, Everest II had no credit risk exposure to a
counterparty which is a foreign commodities exchange which was material.
Everest II trades on recognized global futures exchanges. In addition, over the
counter contracts in the form of forward foreign currency transaction are
traded by Everest II. As of December 31, 1996, Everest II had no credit
exposure to a counterparty which exceeded 10% of Everest II's total assets. In
the event that such credit risk exposure does exceed 10% of Everest II's total
assets, it will be disclosed.
See Footnote 5 of the Financial Statements for procedures established
by the General Partner to monitor and minimize market and credit risks for
the Partnership. As long as the Partnership invests all of its assets in
Everest II, these procedures will be primarily monitoring the performance of
Everest II and monitoring of the daily net asset value of Everest II. CISI -
one of the general partners of Everest II, reviews daily basis reports of
Everest II's performance, including monitoring of the daily net asset value of
Everest II. The financial situation of the Commodity Broker is monitored on a
monthly basis to monitor specific credit risks. The Commodity Broker does not
engage in proprietary trading and thus has no direct market exposure which
provides the general partners with assurance that Everest II, and thus the
Partnership will not suffer trading losses through the Commodity Broker.
Results of Operations
The Registrant's assets through its exclusive investment in Everest II
were traded entirely by the John W. Henry & Co. Inc. Financial and Metals
Portfolio. This strategy concentrates on the financial futures markets
including the global interest rate contracts, foreign exchange, and stock
indices. It also trades precious metals.
The Partnership had an increase in Net Asset Value per Unit from
$1,445.94 at December 31, 1995 to $1,823.29 on December 31, 1996. This
represents an increase of 26.10% for 1996.
The gains for the year occurred mostly during October (13.48%) and
November (10.98%), 1996. During these months there were price trends in
global bonds, currencies, and metals which were favorable to the trading
strategy of JWH's Financial & Metals Portfolio.
Since the commencement of trading on February 1, 1989 the Registrant
has experienced a cumulative gain of 82.33% through December 31, 1996. For
further discussion and analysis of financial condition please refer to the Notes
to the Combined Financial Statements attached hereto.
Inflation
Inflation does have an effect on commodity prices and the volatility of
commodity markets; however, inflation is expected to have an adverse effect
on the Partnership's or Everest II's operations or assets.
Item III
Item 10. Directors and Executive Officers of the Registrant.
The General Partner, Everest Asset Management, Inc., is the sole
general partner and commodity pool operator of the Partnership. It is a
Delaware corporation incorporated in 1987, is and has been registered with
the CFTC as a commodity pool operator since July 1, 1988 and is and has been
a member of the National Futures Association since that date. Its address is
508 North Second Street, Suite 302, Fairfield, Iowa 52556 and its telephone
number is (515) 472-5500.
The company's officers and directors of the General Partner as of
December 31, 1996 are listed below:
Peter Lamoureux. Mr. Lamoureux, (born in 1950), has been President,
Treasurer and Secretary of the General Partner since November 1996. He
joined the General Partner and Capital Management Partners, Inc., a selling
agent and affiliate of the Partnership, in 1991 and has had primary
responsibility for Partnership syndication for the past two years. Prior to
joining the General Partner, Mr. Lamoureux was Manager of Refined
Products with United Fuels International, Inc., an energy brokerage firm in
Waltham, Massachusetts. He received his B.S. in Education from Rhode
Island College, R.I.
Teresa Prange. Ms. Teresa Prange (born in 1954) became Chief
Financial Officer of the General Partner in 1993. She joined Capital
Management Partners, Inc., a selling agent and affiliate of the Partnership, in
March 1992 where she was responsible for various financial, accounting and
back office activities. Prior to this, she was self-employed as a copyrighting
research consultant from October 1991 through March 1992. From 1987
through October 1991, Ms. Prange worked as an accountant for Zimmerman
Capital Group. She possesses a B.A. and M.B.A. from M.I.U., Fairfield, Iowa
and became a Certified Public Accountant in 1988.
Steven L. Foster. Mr. Foster, (born in 1948), has been associated with
the General Partner since 1987, initially as its Chief Executive Officer and a
director and since 1991 as a director. His term of office as director is
annual. Since 1987, Mr. Foster has been a director of Capital Management
Partners, Inc. Mr. Foster has served as Executive Vice-President of United
Fuels International, Inc., an oil brokerage firm based in Waltham,
Massachusetts, since 1980. From 1990 to 1994, he served as President of
Jillian's Entertainment Corp. and now serves as Chairman of the Board. During
1978-1979, Mr. Foster served as President of Spin Off, Inc., a Boston-based
entertainment firm. From May 1977 until June 1978, Mr. Foster served as a
law clerk and from July 1978 until May 1979 as an attorney with the firm of
Gordon, Hurwitz, Butowski, Baker, Weitzen and Shalov in New York City.
Mr. Foster received his J.D. from Boston University, graduating Magna Cum
Laude in 1978. Mr. Foster received his B.A. degree from Brandeis University.
Steven L. Rubin. Mr. Rubin, (born in 1952), has been associated with
the General Partner as a director since 1987. His term of office as director is
annual. Since 1987, Mr. Rubin has been a director of Capital Management
Partners, Inc. Mr. Rubin has served as President of United Fuels
International, Inc., an oil brokerage firm based in Waltham, Massachusetts,
since 1980. United Fuels International's affiliated companies include: United
Crude Oil, Inc. based in Westport, Connecticut; United Crude U.K. based in
London; and United Fuels International. Mr. Rubin served for one year as an
oil broker with Amerex Oil Associates in Livingston Manor, New York. Mr.
Rubin is a graduate of Brown University.
The General Partner does not trade commodities for its own account
but its principals may. Because of their confidential nature, records of such
trading will not be available to Limited Partners for inspection.
There have been no material criminal, civil or administrative actions
during the preceding five years or ever against the General Partner or its
principals.
The Partnership's investee partnership, Everest II Futures Fund L.P.:
The two co-general partners of Everest II are Everest Asset
Management, Inc. which is the General Partner of the Partnership, and CIS
Investments, Inc. which is an affiliate of the Clearing Broker, and are the
commodity pool operators of Everest II. CISI is a Delaware corporation
incorporated in 1983, is and has been registered with the CFTC as a
commodity pool operator since December 13, 1985 and is and has been a
member of the National Futures Association since that date. Its address is the
same as the Clearing Broker, at Suite 2300, 233 South Wacker Drive, Chicago,
Illinois 60606 and its telephone number is (312) 460 4926.
CISI's officers, directors and shareholders are listed below:
Hal T. Hansen. Mr. Hansen, (born November 1936) has been associated with
CISI as President and Director since June 27,1983. He has been President of
Cargill Investor Services, Inc. since November, 1978. He serves on the
Executive Committees of the Board of Directors of NFA and the Futures
Industry Association and is the Chairman of the NFA. Mr. Hansen
graduated from the University of Kansas in 1958. He started work at Cargill,
Incorporated in 1958, and was employed by Cargill S.A.C.I. in Argentina from
1965 to 1969. Mr. Hansen has been employed by Cargill Investor Services,
Inc. since 1974.
L. Carlton Anderson (born in August 1937), has served as Vice President and
Director of CISI since June 27, 1983. Mr. Anderson is a graduate of
Northwestern University, Evanston, Illinois. He started work at Cargill,
Incorporated in 1959, in the Commodity Marketing Division. He served as
President of Stevens Industries Inc., Cargill's peanut shelling subsidiary from
1979 to 1981. He has been employed by Cargill Investor Services, Inc. since
1981, and is currently the Director in charge of the Portfolio Diversification
Group. Mr. Anderson recently served on the Board of Directors of the
Managed Futures Association.
Richard A. Driver. Mr. Driver, (born in September 1937), has been Vice
President and Director of CISI since June 29, 1993. Mr. Driver graduated from
the University of North Carolina in 1969 and he received a Masters Degree
from the American Graduate School of International Management in 1973.
Mr. Driver began working for Cargill, Incorporated in 1973 and joined Cargill
Investor Services, Inc. in 1977 as Vice President of Operations.
Christopher Malo. Mr. Malo, (born in August 1956), has served as Vice
President and Secretary of CISI since July, 1991. Mr. Malo graduated from
Indiana University in 1976. He started work at Cargill, Incorporated in June,
1978 as an internal auditor. He transferred to Cargill Investor Services, Inc.
in August, 1979, and served as Secretary/Treasurer from November, 1983 until
July, 1991. He was elected Vice President and Secretary in July, 1991. He is a
member of the FIA Operations Division and has served as Chairman of the
FIA Finance Committee.
Barbara A. Pfendler. Ms. Pfendler, (born in 1953), has served as Vice President
of CISI since June 1, 1990. Ms. Pfendler is a graduate of the University of
Colorado, Boulder. She started work at Cargill, Incorporated in 1975 as a meal
merchant and regional sales manager for the Flax and Sunflower Department
in Minneapolis. In 1979, she was named senior merchant for the Domestic
Soybean Processing Division ("DSP") in Cedar Rapids, Iowa and later was an
account manager for DSP facilities in Savage, Minnesota and Sidney, Ohio.
She joined the Clearing Broker in 1986 as the Sales manager for the Portfolio
Diversification Group in Chicago.
Donald Zyck. Mr. Zyck, (born in October 1961), has served as Controller,
Secretary and Treasurer since October, 1994. Mr. Zyck graduated from
Northern Illinois University, DeKalb, Illinois in 1983. He began working at
Cargill Investor Services, Inc. in April, 1985 as a Staff Accountant. From
January 1988 to October 1994 he was a Manager of Treasury Operations at CIS.
Bruce H. Barnett. Mr. Barnett, (born in June 1947), has been associated with
CISI as Assistant Secretary since January 18, 1991. Mr. Barnett graduated in
1968 from Southern Connecticut State College. New York University Law
School awarded Mr. Barnett a J.D. in 1971 and an LL.M. in 1973. He started
work at Cargill, Incorporated in 1990 as Vice President, Taxes. From 1987 to
1990, Mr. Barnett was employed in various positions held at Unilever, a
European based multi-national corporation.
Henry W. Gjersdal, Jr. (born in May 1954), Assistant Secretary, Mr. Gjersdal
received a B.A. degree from Gustavus Adolphus College in 1976 and a J.D.
from the University of Michigan in 1979. He is a member of the American
Bar Association and Tax Executives Institute. He joined the Law Department
of Cargill, Incorporated in April 1981. He had previously been an associate
with Doherty, Rumble and Butler, Minneapolis, Minnesota. In June 1985, he
was named European Tax Manager for Cargill International, Geneva, and in
1987 was named Senior Tax Attorney for the Law Department. He became
Assistant Tax Director in the Tax Department in December 1990. Mr. Gjersdal
was named Assistant Vice President of Cargill, Incorporated's Administrative
Division in April 1994 with responsibility for the audit and international
groups in Cargill's Tax Department.
Patrice H. Halbach (born in August 1953) Assistant Secretary. Ms. Halbach
graduated phi beta kappa from the University of Minnesota with a B.A.
degree in history. In 1980 she received a J.D. cum laude. She is a member of
the Tax Executives Institute, the American Bar Association and the
Minnesota Bar Association. Ms. Halbach joined the Law Department of
Cargill Incorporated in February 1983. She had previously been associated
with Fredrikson & Byron, Minneapolis, Minnesota. In December 1990, she
was named Senior Tax Manager for Cargill, Incorporated's Tax Department
and became Assistant Tax Director in March 1993. She was named Assistant
Vice President of Cargill, Incorporated's Administrative Division in April
1994. In her current position as Assistant Tax Director, Ms. Halbach oversees
federal audits and international compliance for Cargill and its affiliates.
Neither CISI nor its individual principals trade or intend to trade
commodities for their own account.
There have been no material criminal, civil or administrative actions
during the preceding five years or ever against CISI or its principals.
Item 11. Executive Compensation.
The Partnership has no directors or executive officers. As a limited
partnership, the business of the Partnership is managed by its General Partner
which is responsible for the administration of the business affairs of the
Partnership and receives the compensation described in Item 1 "Business"
hereof. The officers and directors of the General Partner receive no
compensation from the Partnership for acting in their respective capacities
with the General Partner.
Everest II has no directors or executive officers. As a limited
partnership, the business of Everest II is managed by its general partners
which are responsible for the administration of the business affairs of Everest
II and receives the compensation described above in Item 1 "Business" hereof.
The officers and directors of the general partners receive no compensation
from the Partnership for acting in their respective capacities with the general
partners.
Item 12. Security Ownership of Certain Owners and Management.
(a) As of December 31, 1996 the following persons were
known to the Partnership to own beneficially more than
5% of the outstanding Units:
Title of Name & Address Amount & Nature Percent
Class of Beneficial Owner of Beneficial Interest of Class
Units Rolando S. Safrana 530.599 Units 8.82%
Buenaventura 1942
Vitacura, Santiago, Chile
(b) As of December 31, 1996, the General Partner beneficially
owned 60.851 Units or approximately 1.0% of the outstanding Units of the
Partnership as required pursuant to the Agreement of Limited Partnership.
Mr. Peter Lamoureux, President of the General Partner owned 3.401
Units or 0.056% of the outstanding Units. Mr. Steven Rubin, Director of the
General Partner owned 39.92 Units or 0.657% of the outstanding Units.
As of December 31, 1996, CISI the co-general partner of
Everest II owned 100 units of general partnership interests
in Everest II representing 1.14% ownership of the total
outstanding partnership interests. Pursuant Everest II's
Limited Partnership Agreement, the general partners
thereof are required to maintain a capital contribution of
1% of all material items of that partnership unless
counsel's opinion permitted a lesser amount necessary to
maintain Everest II to be classified as a partnership. As of
December 31, 1996, 100% of the beneficial ownership
interest of limited partnership units of Everest II was
owned by the Partnership.
(c) As of December 31, 1996, no arrangements were known to
the Registrant, including no pledge by any person of Units
of the Partnership or shares of the General Partner or the
affiliates of the General Partners, such that a change in
control of the Partnership may occur at a subsequent date.
Item 13. Certain Relationships and Related Transactions.
(a) None other than the compensation arrangements
described herein.
(b) None.
(c) None.
(d) The Registrant filed Registration Statements on Form S-18
and Form 10, therefore this information is not required to be included.
Part IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) The following documents are included herein:
(1) Financial Statements:
a. Report of Independent Public Accountants
b. Combined Statements of Financial Condition
as of December 31, 1996 and December 31, 1995.
c. Combined Statements of Operations,
Combined Statements of Changes in
Partners' Equity, and Combined Statements
of Cash Flows for the years ended December
31, 1996, 1995 and 1994.
d. Notes to Financial Statements.
(2) All financial statement schedules have been omitted because the
information required by the schedules is not applicable, or because the
information required is contained in the financial statements included herein or
the notes thereto.
(3) Exhibits:
See the Index to Exhibits annexed hereto.
(b) Reports of Form 8-K:
(1) None.
Combined Financial Statements
Everest Futures Fund, L.P.
(An Iowa Umited Partnership)
Years ended December 31, 1996, 1995, and 1994
with Report of Independent Auditors
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Combined Financial Statements
Years ended December 31, 1996, 1995, and 1994
Contents
Report of Independent Auditors ........................1
Combined Financial Statements
Combined Statements of Financial Condition ............2
Combined Statements of Operations .....................3
Combined Statements of Changes in Partners' Equity ... 4
Combined Statements of Cash Flows .................... 5
Notes to Combined Financial Statements ................6
Report of Independent Auditors
The Partners
Everest Futures Fund, L.P.
We have audited the accompanying combined statements of financial
condition of Everest Futures Fund, L.P. and Everest Futures Fund 11,
L.P., collectively, the Partnership, as of December 31, 1996 and 1995, and
the related combined statements of operations, changes in partners' equity,
and cash flows for each of the three years in the period ended December 31
1996. These financial statements are the responsibility of the Partnership's
General Partner. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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.
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 combined financial position of the Partnership at
December 31, 1996 and 1995, and the results of their operations and their
cash flows for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles.
Chicago, Illinois
February 28, 1997
1
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Combined Statements of Financial Condition
December 31
1996 1995
Assets
Cash and cash equivalents $ 8,832,835 $1,167,666
Equity in commodity trading accounts:
Net unrealized trading gains on open contracts 172,918 84,024
Amount due from broker 3,414,868 1,023,069
Interest receivable 57,780 4,478
Total assets $12,478,401 $2,279,237
Liabilities, minority interest, and partners' equity
Liabilities:
Accrued expenses $17,922 $19,006
Commissions payable 47,977 8,386
Advisor's management fee payable 38,578 7,009
Advisor's incentive fee payable 325,736 -
Redemptions payable 9,966 2,864
Deferred Partnership offering proceeds 825,703 149,250
Total liabilities 1,265,882 186,515
Minority interest 127,625 -
Partners' equity:
Limited Partners, units outstanding -
6,018.745 in 1996 and 1,414.764 in 1995 10,973,945 2,045,667
General Partner, unit equivalents outstanding -
60.851 in 1996 and 32.543 in 1995 110,949 47,055
Total partners' equity 11,084,894 2,092,722
Total liabilities, minority interest, and
partners' equity $12,478,401 $2,279,237
Net asset value per outstanding unit of Partnership
interest $ 1,823.29 $ 1,445.94
See accompanying notes.
2
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Combined Statements of Operations
Year ended December 31
1996 1995 1994
Trading income and (expense)
Net realized trading gains (losses) on
closed contracts $2,790,524 $511,948 $(198,046)
Change in net unrealized trading gains/
losses on open contracts 88,894 (6,917) (16,948)
Net foreign currency translation gains
(losses) (12,271) (5,540) 10,565
Brokerage commissions (406,285) (97,062) (161,989)
Total trading income (loss) 2,460,862 402,429 (366,418)
Interest income, net of cash management
fees 338,197 69,022 47,610
Total income (loss) 2,799,059 471,451 (318,808)
General and administrative expenses
Advisor's management fees 282,944 55,276 47,476
Advisor's incentive fees 328,289 24,468 4,167
Administrative expenses 80,522 21,011 22,808
Total general and administrative expenses 691,755 100,755 74,451
Minority interest (27,626) - -
Net income (loss) $2,079,678 $370,696 $(393,259)
Income (loss) per unit of Partnership
interest (for a unit outstanding
throughout each year):
General Partner $377.35 $416.06 $(398.79)
Limited partners $377.35 $416.06 $(398.79)
Net income (loss) allocated to:
General Partner $21,143 $13,539 $(14,251)
Limited partners $2,058,535 $357,157 $(379,008)
See accompanying notes.
3
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Combined Statements of Changes in Partners' Equity
Years ended December 31, 1996, 1995, and 1994
Limited General
Partners Partner Total
Partners' equity at December 31, 1993 $1,407,376 $57,767 $1,465,143
Redemption of 109.549 units of limited
Partnership interest and 7.891 General
Partner unit equivalents (126,657) (10,000) (136,657)
Net loss (379,008) (14,251) (393,259)
Partners' equity at December 31, 1994 901,711 33,516 935,227
Proceeds from offering of 671.822 units
of limited Partnership interest 968,048 - 968,048
Less: Organization and offering costs (9,585) - (9,585)
Redemption of 132.604 units of limited
Partnership interest (171,664) - (171,664)
Net income 357,157 13,539 370,696
Partners' equity at December 31, 1995 2,045,667 47,055 2,092,722
Proceeds from offering of 5,786.098 units
of limited Partnership interest and
28.309 General Partner unit
equivalents 8,718,166 42,751 8,760,917
Less: Organization and offering costs (86,100) - (86,100)
Redemption of 1,182.117 units of limited
Partnership interest (1,762,323) - (1,762,323)
Net income 2,058,535 21,143 2,079,678
Partners' equity at December 31, 1996 $10,973,945 $110,949 $11,084,894
See accompanying notes.
4
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Combined Statements of Cash Flows
Year ended December 31
1996 1995 1994
Cash flows from operating activities
Net income (loss) $2,079,678 $370,696 $(393,259)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Decrease (increase) in equity in
commodity trading accounts (2,480,693) (428,157) 335,815
Decrease (increase) in interest
receivable (53,302) (1,586) 537
Increase (decrease) in accrued
expenses (1,084) 11,413 190
Increase (decrease) in commissions
payable 39,591 (406) (2,436)
Increase (decrease) in management and
incentive fees payable 357,305 3,840 (6,157)
Increase in minority interest 127,625 - -
Net cash provided by (used in) operating
activities 69,120 (44,200) (65,310)
Cash flows from investing activities
Net decrease (increase) in investment in
United States Treasury bills - 247,259 (247,259)
Cash flows from financing activities
Proceeds from offering of units and
deferred offering proceeds 9,437,370 1,117,298 -
Organization and offering costs (86,100) (9,585) -
Redemption of units of Partnership
interest (1,755,221) (181,159) (138,628)
Net cash provided by (used in) financing
activities 7,596,049 926,554 (138,628)
Net increase (decrease) in cash and cash
equivalents 7,665,169 1,129,613 (451,197)
Cash and cash equivalents at beginning
of year 1,167,666 38,053 489,250
Cash and cash equivalents at end of year $8,832,835 $1,167,666 $38,053
See accompanying notes.
5
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Notes to Combined Financial Statements
1. Organization of the Partnership
Everest Futures Fund, L.P. (the Partnership) was organized in June 1988,
under the Iowa Uniform Limited Partnership Act (the Act) for the purpose
of engaging in the speculative trading of futures and forward contracts and
options thereon. The General Partner of the Partnership is Everest Asset
Management, Inc. (the General Partner).
On March 29, 1996, the Partnership transferred all of its assets to and
became the sole limited partner of, Everest Futures Fund 11, L.P. (the
Trading Partnership), a newly formed limited partnership which invests
directly in commodity interests. The co-general partners of the Trading
Partnership are CIS Investments, Inc. (CISI) and the General Partner
(collectively, the General Partners).
The Partnership was closed to new investors from July 31, 1989 to June
30, 1995. Effective July 1, 1995, the Partnership reopened to new
investors. The private placement offering is continuing at a gross
subscription price per unit equal to net asset value per unit, plus an
organization and offering cost reimbursement fee payable to the General
Parmer, and a selling commission equal to 1% and 3%, respectively, of net
asset value per unit. The General Partner may waive, in whole or in part,
the selling commission. Partnership interests are distributed through
Capital Management Partners, Inc., an affiliate of the General Partner, and
certain additional sellers.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are prepared on a combined basis
and include the accounts of Everest Futures Fund, L.P. and Everest Futures
Fund U, L.P. All significant intercompany transactions and balances have
been eliminated in the accompanying combined financial statements.
Cash Equivalents
Cash equivalents represent short-term highly liquid investments with
maturities of three months or less at time of purchase and include money
market accounts, securities purchased under agreements to resell,
commercial paper, and U.S. government and agency obligations with
variable rate and demand features, that qualify them as cash
6
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Notes to Combined Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
equivalents. Securities purchased under agreements to resell, with overnight
maturity, are collateralized by U.S. government and agency obligations and are
carried at the amounts at which the securities will subsequently be resold plus
accrued interest.
Income Recognition
Realized and unrealized trading gains and losses on commodity and forward
contracts, which represent the difference between cost and selling price or
quoted market value, are recognized currently. All trading activities are
accounted for on a trade-date basis.
Deferred Partnership Offering Proceeds
Proceeds received during the month from the continuing offering of the
Partnership's units of limited partnership interest are deferred pending
investment on the first day of the following month.
Foreign Currency Translation
Effective March 29, 1996, assets and liabilities denominated in foreign
currencies are translated at the prevailing exchange rates as of the valuation
date. Gains and losses on investment activity are translated at the prevailing
exchange rate on the date of each respective transaction. Prior to March 29,
1996, assets and liabilities denominated in foreign currencies, and gains and
losses on investment activity were translated at the respective month-end
exchange rates as of the valuation date. Realized and unrealized
foreign exchange gains or losses are included in trading income (loss) in the
consolidated statements of operations.
Income Taxes
Income taxes are not provided for by the Partnership because taxable income
(loss) of the partnership is includable in the income tax returns of the
partners.
Use of Estimates
The preparation of the combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the combined financial
statements and accompanying notes. Actual results could differ from those
estimates.
7
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Notes to Combined Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Net Income (Loss) Per Unit
Net income (loss) per unit of Partnership interest is equal to the change in net
asset value per unit from the beginning to the end of each year.
3. The Limited Partnership Agreement
The limited partners and General Partner share in the profits and losses of the
Partnership in proportion to the number of units or unit equivalents held by
each. However, no limited partner is liable for obligations of the Partnership
in excess of his capital contribution and profits, if any, and such other
amounts as he may be liable for pursuant to the Act. Distributions of profits
are made solely at the discretion of the General Partner.
Responsibility for managing the Partnership is vested solely in the General
Partner; however, the General Partner has delegated complete trading authority
to an unrelated party (see Note 4).
Tne Trading Partnership bears all expenses incurred in connection with its
trading activities, including commodity brokerage commissions and fees payable
to the trading advisor, as well as legal, accounting, auditing, printing,
mailing, and extraordinary expenses. The Partnership bears all of its
administrative expenses.
Limited partners may cause any or all of their units to be redeemed as of the
end of any month at net asset value on ten days' prior written notice. The
Partnership will be dissolved at December 31, 2020, or upon the occurrence of
certain events, as specified in the limited Partnership agreement.
4. Other Agreements
The Trading Partnership's sole trading advisor was John W. Henry & Co., Inc.
(John Henry). Prior to March 29, 1996, John Henry was the sole trading advisor
for the Partnership. The General Partners may replace the advisor or add
additional advisors at any time.
8
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Notes to Combined Financial Statements (continued)
4. Other Agreements (continued)
John Henry receives from the Trading Partnership a monthly management fee equal
to 0.33% (4% annually) of the Trading Partnership's month-end net asset value,
as defined, and a quarterly incentive fee of 15% (20% prior to April 1, 1995) of
the Trading Partnership's new net trading profits, as defined. The incentive
fee is retained by John Henry even though trading losses may occur in subsequent
quarters; however, no further incentive fees are payable until any such trading
losses (other than losses attributable to redeemed units and losses
attributable to assets reallocated to another advisor) are recouped by the
Trading Partnership.
Cargill Investor Services, Inc. (Cargill), the clearing broker and an affiliate
of CISI, charges the Trading Partnership monthly brokerage commissions equal to
0.50% (1.0833% prior to April 1, 1995) of the Trading Partnership's beginning-of
- -month net asset value, as defined. Effective November 1, 1995, the General
Partner receives a management fee from Cargill of approximately 83% of the
brokerage commission charged by Cargill. Prior to November 1, 1995, no
management fee was received by the General Partner. From this management fee,
CISI receives a co-general partner fee from the General Partner equal to 1/12
of .40% of the month-end net asset value, as defined.
A portion of assets (64% and 51% at December 31, 1996 and 1995, respectively)
are deposited with a commercial bank and invested under the direction of Horizon
Cash Management, Inc. (Horizon). Horizon will receive a monthly cash management
fee equal to 1/12 of .25% (.25% annually) of the average daily assets under
management if the accrued monthly interest income earned on the Partnership's
assets managed by Horizon exceeds the 91-day U.S. Treasury bill rate.
5. Derivative Financial Instruments and Financial Instruments With Off-Balance
Sheet Risk or Concentration of Credit Risk
Through the Trading Partnership, the Partnership invests in futures, options on
futures, and forward contracts that involve varying degrees of market and credit
risk. Market risks may arise from unfavorable changes in interest rates,
foreign exchange rates, or the market values of the instruments underlying the
contracts. All contracts are stated at fair value, and changes in those values
are reflected currently in trading income and (expense) in the statements of
operations.
The fair values of the Partnership's derivative financial instruments at
December 31, 1996, and the average fair values of these instruments for the year
then ended, based on month-end amounts, were $172,918 and $720,038,
respectively.
9
Everest Futures Fund, L.P.
(An Iowa Limited Partnership)
Notes to Combined Financial Statements (continued)
5. Derivative Financial Instruments and Financial Instruments
With Off-BalanceSheet Risk or Concentration of Credit
Risk (continued)
The contract or notional values of derivative financial instruments at
December 31, 1996 and 1995, respectively, were as follows:
1996 1995
Futures contracts:
Financial:
To purchase $63,264,601 $28,939,808
To sell 58,388,595 11,581
Commodity:
To purchase - -
To sell 6,434,890 286,385
Foreign currency forward contracts:
To purchase 17,219,791 1,545,451
To sell 12,886,256 2,943,689
Although contract or notional amounts may reflect the extent of the
Partnership's involvement in a particular class of financial instrument, they
are not indicative of potential loss. Futures, options on futures, and
forward contracts are typically closed out by entering into offsetting
contracts. For these contracts, the net unrealized gains or losses, rather
than contract or notional amounts, represent the approximate future cash
requirements.
The Trading Partnership is exposed to credit risk in the event of
nonperformance by counterparties to financial instruments. The credit risk
from counterparty nonperformance associated with these instruments is the
net unrealized gain, if any, included on the statements of financial
condition. At December 31, 1996, there were net unrealized gains of
$79,794 on open forward contracts. The counterparty to all forward
contracts is the Trading Partnership's clearing broker. For exchange-
traded contracts, the clearing organization acts as the counterparty of
specific transactions and, therefore, bears the risk of delivery to and from
counterparties to specific positions.
Cargill is subject to the segregation requirements of the Commodity
Futures Trading Commission. A portion of assets (29% and 49% at
December 31, 1996 and 1995, respectively) are deposited with Cargill.
10
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: March 28, 1997 Everest Futures Fund, L.P.
By: Everest Asset Management, Inc.
(General Partner)
By: /s/ Peter Lamoureux
Peter Lamoureux, President
Secretary and Treasurer
By: /s/ Teresa Prange
Teresa Prange, Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Date: March 28, 1997
By: /s/ Steven Rubin By: /s/ Peter Lamoureux
Steven Rubin, Director Peter Lamoureux, President
Secretary & Treasurer
By: /s/ Steven Foster By: /s/ Teresa Prange
Steven Foster, Director Teresa Prange, Chief
Financial Officer
Index to Exhibits:
Exhibit
No. Description
3.4 Amended and Restated Agreement of Limited Partnership dated
as of May 1, 1995.
10.5 Advisory Contract between the Registrant, the General Partner
and John W. Henry & Co., Inc. dated December 1, 1990.
10.6 Amendment to Advisory Contract between the Registrant, the
General Partner and John W. Henry & Co., Inc. dated April 1, 1995.
10.9 Certificate of Limited Partnership for Everest Futures Fund II L.P. dated
March 15, 1996.
10.10 Limited Partnership Agreement for Everest Futures Fund II L.P. dated
as of March 29, 1996.
28.1 Confidential Private Placement Memorandum and Disclosure
Document dated August 21, 1996.
Notes to the Exhibits:
Exhibits 3.4, 10.5, 10.6, 10.9, 10.10 and 28.1 are incorporated by
reference to the Registrant's Form 10 accepted on September 19, 1996.
The Exhibits referenced above bear the exhibit numbers corresponding to
those indicated in the Partnership's Registration Statements.
Number of
Attached Exhibits
None.