Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ProFutures Long/Short Growth Fund, L.P.
Commission File Number 0-25585
Dear Sirs:
This filing contains Form 10-Q for the quarter ended March 31, 2004.
Very truly yours,
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended March 31, 2004
--------------
Commission File Number 0-25585
-------
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
---------------------------------------
(Exact name of registrant)
Delaware 74-2849862
- ----------------------- ------------------------------------
(State of Organization) (I.R.S. Employer Identification No.)
ProFutures, Inc.
11612 Bee Cave Road
Suite 100
Austin, Texas 78738
---------------------------------------
(Address of principal executive office)
Registrant's telephone number
(800) 348-3601
--------------
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes
No X
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
STATEMENTS OF FINANCIAL CONDITION
March 31, 2004 (Unaudited) and December 31, 2003 (Audited)
-------------
March 31, December 31,
2004 2003
---- ----
ASSETS
Equity in broker trading accounts
Cash $ 8,398,539 $ 9,431,077
Net option premiums (received) (113,000) (96,000)
Unrealized gain on open contracts 419,280 325,895
----------- -----------
Deposits with broker 8,704,819 9,660,972
Cash (deficit) (393) 3,490
----------- -----------
Total assets $ 8,704,426 $ 9,664,462
=========== ===========
LIABILITIES
Accounts payable $ 13,785 $ 13,775
Commissions and other trading fees
on open contracts 5,881 4,193
Incentive fees payable 93,124 158,749
Management fees payable 26,985 31,412
Redemptions payable 41,902 507,201
----------- -----------
Total liabilities 181,677 715,330
----------- -----------
PARTNERS' CAPITAL (Net Asset Value)
General Partner - 61 units outstanding at
March 31, 2004 and December 31, 2003 68,210 66,976
Limited Partners - 7,616 and 8,149 units
outstanding at March 31, 2004 and
December 31, 2003 8,454,539 8,882,156
----------- -----------
Total partners' capital
(Net Asset Value) 8,522,749 8,949,132
----------- -----------
$ 8,704,426 $ 9,664,462
=========== ===========
See accompanying notes.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
CONDENSED SCHEDULE OF INVESTMENTS
March 31, 2004 (Unaudited) and December 31, 2003 (Audited)
-----------
March 31, 2004 December 31, 2003
------------------ -------------------
% of % of
Net Asset Net Asset
Description Value Value Value Value
----------- ----- --------- ----- ---------
LONG FUTURES CONTRACTS
- ----------------------
Agricultural $152,920 1.79 % $ 27,330 0.30 %
Currency 14,962 0.18 % 201,070 2.25 %
Energy (909) (0.01)% 8,020 0.09 %
Interest rate 99,546 1.17 % 5,830 0.07 %
Metal 122,285 1.43 % 73,905 0.82 %
Stock index 38,904 0.46 % 0 0.00 %
-------- ------- -------- -------
Total long futures contracts $427,708 5.02 % $316,155 3.53 %
-------- ------- -------- -------
SHORT FUTURES CONTRACTS
- -----------------------
Agricultural $(33,543) (0.39)% $ (1,260) (0.01)%
Interest rate (8,347) (0.10)% 0 0.00 %
-------- ------- -------- -------
Total short futures contracts $(41,890) (0.49)% $ (1,260) (0.01)%
-------- ------- -------- -------
Total futures contracts $385,818 4.53 % $314,895 3.52 %
======== ======= ======== =======
WRITTEN OPTIONS ON FUTURES CONTRACTS
- ------------------------------------
Stock Index Options $(79,538) (0.93)% $(85,000) (0.95)%
-------- ------- -------- -------
Total written options on
futures contracts (premiums
received - $113,000 and
$96,000, respectively) $(79,538) (0.93)% $(85,000) (0.95)%
======== ======= ======== =======
See accompanying notes.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2004 and 2003
(Unaudited)
-------------
Three months ended
March 31,
2004 2003
---- ----
TRADING GAINS (LOSSES)
Gain (loss) from trading
Realized $ 284,608 $ 1,192,525
Change in unrealized 93,385 (767,787)
Brokerage commissions (57,208) (79,703)
------------ ------------
Total trading gains 320,785 345,035
------------ ------------
NET INVESTMENT INCOME (LOSS)
Income
Interest income 16,749 30,789
------------ ------------
Expenses
Incentive fees 93,124 0
Management fees 56,501 86,379
Operating expenses 33,695 24,563
------------ ------------
Total expenses 183,320 110,942
------------ ------------
Net investment (loss) (166,571) (80,153)
------------ ------------
NET INCOME $ 154,214 $ 264,882
============ ============
NET INCOME PER GENERAL AND
LIMITED PARTNER UNIT
(based on weighted average number of
units outstanding during the period of
8,025 and 10,556, respectively) $ 19.22 $ 25.09
============ ============
INCREASE IN NET ASSET VALUE PER
GENERAL AND LIMITED PARTNER UNIT $ 20.09 $ 23.10
============ ============
See accompanying notes.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
For the Three Months Ended March 31, 2004 and 2003
(Unaudited)
-------------
Total Partners' Capital
Number of ----------------------------------
Units General Limited Total
--------- -------- ----------- -----------
Balances at
December 31, 2003 8,210 $ 66,976 $ 8,882,156 $ 8,949,132
Net income for the
three months ended
March 31, 2004 1,234 152,980 154,214
Redemptions (533) 0 (580,597) (580,597)
------ -------- ----------- -----------
Balances at
March 31, 2004 7,677 $ 68,210 $ 8,454,539 $ 8,522,749
====== ======== =========== ===========
Balances at
December 31, 2002 10,704 $ 63,353 $10,973,670 $11,037,023
Net income for the
three months ended
March 31, 2003 1,420 263,462 264,882
Redemptions (361) 0 (398,419) (398,419)
------ -------- ----------- -----------
Balances at
March 31, 2003 10,343 $ 64,773 $10,838,713 $10,903,486
====== ======== =========== ===========
Net asset value
per unit at
December 31, 2002 $ 1,031.12
===========
March 31, 2003 $ 1,054.22
===========
December 31, 2003 $ 1,090.08
===========
March 31, 2004 $ 1,110.17
===========
See accompanying notes.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
-------------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------
A. General Description of the Partnership
ProFutures Long/Short Growth Fund, L.P. (the Partnership) is a
Delaware limited partnership which operates as a commodity investment
pool. The Partnership engages in the speculative trading of futures
and option contracts.
B. Regulation
As a registrant with the Securities and Exchange Commission, the
Partnership is subject to the regulatory requirements under the
Securities Act of 1933 and the Securities Exchange Act of 1934. As a
commodity investment pool, the Partnership is subject to the
regulations of the Commodity Futures Trading Commission, an agency of
the U.S. government which regulates most aspects of the commodity
futures industry; rules of the National Futures Association, an
industry self-regulatory organization; and the requirements of
commodity exchanges and Futures Commission Merchants (brokers) through
which the Partnership trades.
C. Method of Reporting
The Partnership's financial statements are presented in accordance
with accounting principles generally accepted in the United States of
America, which require the use of certain estimates made by the
Partnership's management. Transactions are accounted for on the trade
date. Gains or losses are realized when contracts are liquidated.
Unrealized gains or losses on open contracts (the difference between
contract trade price and quoted market price) are reflected in the
statement of financial condition as a net gain or loss, as there
exists a right of offset of unrealized gains or losses in accordance
with Financial Accounting Standards Board Interpretation No. 39 -
"Offsetting of Amounts Related to Certain Contracts." Any change in
net unrealized gain or loss from the preceding period is reported in
the statement of operations.
For purposes of both financial reporting and calculation of redemption
value, Net Asset Value Per Unit is calculated by dividing Net Asset
Value by the total number of units outstanding.
D. Brokerage Commissions
Brokerage commissions include other trading fees and are charged to
expense when contracts are opened.
E. Income Taxes
The Partnership prepares calendar year U.S. and applicable state
information tax returns and reports to the partners their allocable
shares of the Partnership's income, expenses and trading gains or
losses.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-------------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
-----------
F. Foreign Currency Transactions
The Partnership's functional currency is the U.S. dollar; however, it
transacts business in currencies other than the U.S. dollar. Assets
and liabilities denominated in currencies other than the U.S. dollar
are translated into U.S. dollars at the rates in effect at the date of
the statement of financial condition. Income and expense items
denominated in currencies other than the U.S. dollar are translated
into U.S. dollars at the rates in effect during the period. Gains and
losses resulting from the translation to U.S. dollars are reported in
income currently.
G. Statements of Cash Flows
The Partnership has elected not to provide statements of cash flows as
permitted by Statement of Financial Accounting Standards No. 102 -
"Statement of Cash Flows - Exemption of Certain Enterprises and
Classification of Cash Flows from Certain Securities Acquired for
Resale."
H. Interim Financial Statements
In the opinion of management, the unaudited interim financial
statements reflect all adjustments, which were of a normal and
recurring nature, necessary for a fair presentation of financial
position as of March 31, 2004, and the results of operations for the
three months ended March 31, 2004 and 2003.
Note 2. GENERAL PARTNER
---------------
The General Partner of the Partnership is ProFutures, Inc., which
conducts and manages the business of the Partnership. The Limited
Partnership Agreement requires the General Partner and/or its
principals and affiliates to maintain capital accounts equal to at
least 1% of the total capital of the Partnership. At March 31, 2004
and December 31, 2003, the capital accounts of the General Partner
and/or its principals and affiliates totaled $582,774 and $583,537,
respectively.
The Limited Partnership Agreement was amended effective February 16,
1999 and generally requires that the General Partner maintain a net
worth of up to $1,000,000. ProFutures, Inc. has callable subscription
agreements with ABN AMRO Incorporated (ABN), the Partnership's broker,
whereby ABN has subscribed to purchase (up to $7,000,000 subject to
the conditions set forth in the subscription agreement as amended
effective May 20, 2002) the number of shares of common stock of
ProFutures, Inc. necessary to maintain the General Partner net worth
requirements.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-------------
Note 2. GENERAL PARTNER (CONTINUED)
---------------------------
The Partnership pays the General Partner a monthly management fee equal
to 1/6 of 1% (2% annually) of month-end Net Assets (as defined in the
Limited Partnership Agreement).
Total management fees earned by ProFutures, Inc. for the three months
ended March 31, 2004 and 2003 were $43,814 and $57,574, respectively.
Management fees payable to ProFutures, Inc. as of March 31, 2004 and
December 31, 2003 were $14,298 and $15,787, respectively.
Note 3. COMMODITY TRADING ADVISORS
--------------------------
The Partnership has advisory contracts with several commodity trading
advisors to furnish investment management services to the Partnership.
Certain advisors receive management fees equal to 1% annually of
Allocated Net Asset Value (as defined in each respective trading
advisory contract). In addition, the trading advisors receive
quarterly incentive fees ranging from 20% to 25% of Trading Profits
(as defined).
Note 4. DEPOSITS WITH BROKER
--------------------
The Partnership deposits funds with ABN to act as broker, subject to
Commodity Futures Trading Commission regulations and various exchange
and broker requirements. The Partnership earns interest income on its
assets deposited with the broker.
At March 31, 2004 and December 31, 2003, the initial margin
requirement of $2,049,499 and $1,822,556, respectively, is satisfied
by the deposits with such broker.
Note 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS
--------------------------------------------
Investments in the Partnership were made by subscription agreement,
subject to acceptance by the General Partner. Effective November
2000, the Partnership is closed to new investment; however, the
General Partner may reopen the Partnership to new investments in the
future.
The Partnership is not required to make distributions, but may do so
at the sole discretion of the General Partner. A Limited Partner may
require the Partnership to redeem any or all of such Limited Partner's
units at Net Asset Value as of the close of business on the last day
of any month upon advance written notice to the General Partner. The
Limited Partnership Agreement contains a complete description of the
Partnership's redemption policies and procedures.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-------------
Note 6. TRADING ACTIVITIES AND RELATED RISKS
------------------------------------
The Partnership engages in the speculative trading of U.S. and foreign
futures contracts and options on futures contracts (collectively
"derivatives"). The Partnership is exposed to both market risk, the
risk arising from changes in the market value of the contracts, and
credit risk, the risk of failure by another party to perform according
to the terms of a contract.
Purchase and sale of futures and options on futures contracts requires
margin deposits with the broker. Additional deposits may be necessary
for any loss on contract value. The Commodity Exchange Act requires a
broker to segregate all customer transactions and assets from such
broker's proprietary activities. A customer's cash and other property
(for example, U.S. Treasury bills) deposited with a broker are
considered commingled with all other customer funds subject to the
broker's segregation requirements. In the event of a broker's
insolvency, recovery may be limited to a pro rata share of segregated
funds available. It is possible that the recovered amount could be
less than total cash and other property deposited.
Open contracts generally mature within three months, however, the
Partnership intends to close all contracts prior to maturity. At
March 31, 2004, the latest maturity date for open contracts is
September 2004.
For derivatives, risks arise from changes in the market value of the
contracts. Theoretically, the Partnership is exposed to a market risk
equal to the notional contract value of futures contracts purchased
and unlimited liability on such contracts sold short. As both a buyer
and seller of options, the Partnership pays or receives a premium at
the outset and then bears the risk of unfavorable changes in the price
of the contract underlying the option. Written options expose the
Partnership to potentially unlimited liability, and purchased options
expose the Partnership to a risk of loss limited to the premiums paid.
The Partnership has assets on deposit with a financial institution in
connection with its cash management activities. In the event of a
financial institution's insolvency, recovery of Partnership assets on
deposit may be limited to account insurance or other protection
afforded such deposits.
The General Partner has established procedures to actively monitor
market risk and minimize credit risk, although there can be no
assurance that it will, in fact, succeed in doing so. The General
Partner's basic market risk control procedures consist of continuously
monitoring the trading activity of the various trading advisors, with
the actual market risk controls being applied by the advisors
themselves. The General Partner seeks to minimize credit risk
primarily by depositing and maintaining the Partnership's assets at
financial institutions and brokers which the General Partner believes
to be creditworthy. The Limited Partners bear the risk of loss only
to the extent of the market value of their respective investments and,
in certain specific circumstances, distributions and redemptions
received.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-------------
Note 7. FINANCIAL HIGHLIGHTS
--------------------
The following information presents per unit operating performance data
and other supplemental financial data for the three months ended
March 31, 2004 and 2003. This information has been derived from
information presented in the financial statements.
Three months ended
March 31,
2004 2003
(Unaudited) (Unaudited)
----------- -----------
Per Unit Performance
(for a unit outstanding throughout the entire period)
-----------------------------------------------------
Net asset value per unit at
beginning of period $1,090.08 $1,031.12
--------- ---------
Income (loss) from operations:
Total trading gains (1) 40.85 30.69
Net investment (loss) (1) (20.76) (7.59)
--------- ---------
Total income from operations 20.09 23.10
--------- ---------
Net asset value per unit at
end of period $1,110.17 $1,054.22
========= =========
Total Return (3) 1.84 % 2.24 %
======= =======
Supplemental Data
Ratios to average net asset value:
Expenses prior to incentive fees (4) 4.22 % 3.91 %
Incentive fees (3) 1.09 % 0.00 %
------- -------
Total expenses 5.31 % 3.91 %
======= =======
Net investment (loss) (2), (4) (3.43)% (2.82)%
======= =======
Total returns are calculated based on the change in value of a unit
during the period. An individual partner's total returns and ratios
may vary from the above total returns and ratios based on the timing
of redemptions.
--------------------
(1) The net investment (loss) per unit is calculated by dividing the
net investment (loss) by the average number of units outstanding
during the period. Total trading gains is a balancing amount
necessary to reconcile the change in net asset value per unit
with the other per unit information. Such balancing amount may
differ from the calculation of total trading gains per unit
due to the timing of trading gains and losses during the period
relative to the number of units outstanding.
(2) Excludes incentive fees.
(3) Not annualized.
(4) Annualized.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Critical Accounting Policies
----------------------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of income and expense during the reporting period. Management
believes that the estimates utilized in preparing the financial
statements are reasonable and prudent; however, actual results could
differ from those estimates. The Partnership's significant accounting
policies are described in detail in Note 1 to the Financial
Statements.
The Partnership records all investments at fair value in its financial
statements, with changes in fair value reported as a component of
realized and change in unrealized trading gain (loss) in the
Statements of Operations. Generally, fair values are based on market
prices; however, in certain circumstances, estimates are involved in
determining fair value in the absence of an active market closing
price (e.g., swap and forward contracts which are traded in the
inter-bank market).
A. LIQUIDITY: Substantially all of the Partnership's assets are
highly liquid, such as cash and open futures and option contracts.
It is possible that extreme market conditions or daily price
fluctuation limits at exchanges could adversely affect the liquidity
of open futures contracts. There are no restrictions on the
liquidity of these assets except for amounts on deposit with the
broker needed to meet margin requirements on open futures contracts.
B. CAPITAL RESOURCES: Since the Partnership's business is the purchase
and sale of various commodity interests, it will make few, if any,
capital expenditures.
The Partnership raises additional capital only through the sale of
Units and trading profits (if any) and does not engage in borrowing.
The Partnership sells no securities other than the Units. Effective
November 2000, the Partnership is closed to new investment; however,
the General Partner may reopen the Partnership to new investments in
the future.
C. RESULTS OF OPERATIONS: The Partnership's net income for the three
months ended March 31, 2004 and 2003 consisted of the following:
2004 2003
---- ----
Three months ended March 31 $ 154,214 $ 264,882
========== ==========
At March 31, 2004, partners' capital totaled $8,522,749, a net
decrease of $426,383 from December 31, 2003, due to redemptions of
limited partner units exceeding net income for the three months
ended March 31, 2004.
At March 31, 2003, partners' capital totaled $10,903,486, a net
decrease of $133,537 from December 31, 2002, due to redemptions
of limited partner units exceeding net income for the three months
ended March 31, 2003.
First Quarter 2004
------------------
The economy continued to improve in the first quarter of 2004, and
most economic news was positive. The futures markets continued to
be volatile, especially energy and currencies.
The Partnership had a loss of 1.79% in January 2004. There were gains
in stock indexes, metals and energy. These were offset by losses in
agricultural commodities, foreign currencies and interest rates.
The Partnership had a gain of 1.92% in February 2004. There were
large gains in stock indexes, with smaller gains in interest rates,
metals, energy and grains. There were some losses in agricultural
commodities and foreign currencies.
The Partnership had a gain of 1.75% in March 2004. There were gains
in metals, interest rates and equities, with smaller gains in certain
agricultural commodities. There were some losses in energy and
foreign currencies.
Overall, the Partnership ended the quarter with a total return of
1.84%. The majority of the trading gains were in equities and metals
and the largest loss was in foreign currencies.
First Quarter 2003
------------------
The futures markets were volatile in the first quarter of 2003. The
looming war with Iraq caused energy prices to skyrocket. Many other
markets were choppy due to this uncertainty. Consumer confidence
dropped dramatically. The traders were able to capitalize on the
volatility in the markets.
In January 2003, the Partnership had a gain of 7.02%. There were very
large gains in the energy, foreign currencies, stock indexes, precious
and base metals, and certain agricultural commodities. The losses
were primarily limited to grains and short-term interest rates.
In February 2003, the Partnership had a gain of .45%. There were
large gains in energy, with smaller gains in currencies and interest
rates. These gains were primarily offset by losses in stock indexes
and metals.
In March 2003, the Partnership had a loss of 4.90%. There were some
small gains in stock indexes and short-term interest rates. However,
the losses in other sectors, especially energy, were far greater.
Overall, the Partnership had a total return of 2.24% for the quarter.
The majority of the Partnership's trading gains were in energy and
foreign currencies and the largest loss was in metal futures.
Market and Credit Risk
----------------------
The General Partner has established procedures to actively monitor
market risk and minimize credit risk, although there can be no
assurance that it will, in fact, succeed in doing so. The General
Partner's basic market risk control procedures consist of continuously
monitoring the trading activity of the various advisors with the
actual market risk controls being applied by the advisors themselves.
The General Partner seeks to minimize credit risk primarily by
depositing and maintaining the Partnership's assets at financial
institutions and brokers which the General Partner believes to be
creditworthy. The Limited Partners bear the risk of loss only to the
extent of the market value of their respective investments and, in
certain specific circumstances, distributions and redemptions
received.
Due to the speculative nature of trading derivatives, the
Partnership's income or loss from operations may vary widely from
period to period. Management cannot predict whether the Partnership's
future Net Asset Value per Unit will increase or experience a decline.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
D. POSSIBLE CHANGES: The General Partner reserves the right to
terminate certain and/or engage additional trading advisors or
change any of the Partnership's clearing arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 4. Controls and Procedures
ProFutures, Inc., as General Partner of ProFutures Long/Short Growth
Fund, L.P., with the participation of the General Partner's President
and Chief Financial Officer, has evaluated the effectiveness of the
design and operation of its disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or
15d-15(e)) with respect to the Partnership as of the end of the period
covered by this quarterly report. Based on their evaluation, the
President and Chief Financial Officer have concluded that these
disclosure controls and procedures are effective. There were no
changes in the General Partner's internal control over financial
reporting applicable to the Partnership identified in connection with
the evaluation required by paragraph (d) of Exchange Act Rules 13a-15
or 15d-15 that occurred during the last fiscal quarter that have
materially affected, or are reasonably likely to materially affect,
internal control over financial reporting applicable to the
Partnership.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
There were no reports filed on Form 8-K.
Exhibits filed herewith:
31.01 Certification of Gary D. Halbert, President, pursuant to Rules
13a-14 and 15d-14 of the Securities Exchange Act of 1934.
31.02 Certification of Debi B. Halbert, Chief Financial Officer,
pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange
Act of 1934.
32.01 Certification of Gary D. Halbert, President, pursuant to 18
U.S.C. Section 1350 as enacted by Section 906 of The Sarbanes-
Oxley Act of 2002.
32.02 Certification of Debi B. Halbert, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350 as enacted by Section 906
of The Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
(Registrant)
May 11, 2004 By /s/ GARY D. HALBERT
- ------------------------ -----------------------------------------
Date Gary D. Halbert, President and Director
ProFutures, Inc.
General Partner
May 11, 2004 By /s/ DEBI B. HALBERT
- ------------------------ -----------------------------------------
Date Debi B. Halbert, Chief Financial Officer,
Treasurer and Director
ProFutures, Inc.
General Partner
EXHIBIT 31.01
CERTIFICATION
-------------
I, Gary D. Halbert, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ProFutures Long/Short
Growth Fund, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: May 11, 2004
----------------------------------
/s/ GARY D. HALBERT
- -----------------------------------------
Gary D. Halbert, President
ProFutures, Inc., General Partner
EXHIBIT 31.02
CERTIFICATION
-------------
I, Debi B. Halbert, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ProFutures Long/Short
Growth Fund, L.P.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: May 11, 2004
----------------------------------
/s/ DEBI B. HALBERT
- -----------------------------------------
Debi B. Halbert, Chief Financial Officer
ProFutures, Inc., General Partner
EXHIBIT 32.01
CERTIFICATION
-------------
I, Gary D. Halbert, the President of ProFutures, Inc., as General Partner of
ProFutures Long/Short Growth Fund, L.P., certify that (i) the Form 10-Q for the
quarter ended March 31, 2004 of ProFutures Long/Short Growth Fund, L.P.
fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and (ii) the information contained in the Form
10-Q for the quarter ended March 31, 2004 fairly presents, in all material
respects, the financial condition and results of operations of ProFutures
Long/Short Growth Fund, L.P.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
By: ProFutures, Inc., General Partner
By: /s/ GARY D. HALBERT
----------------------------------
Gary D. Halbert
President
May 11, 2004
EXHIBIT 32.02
CERTIFICATION
-------------
I, Debi B. Halbert, the Chief Financial Officer of ProFutures, Inc., as General
Partner of ProFutures Long/Short Growth Fund, L.P., certify that (i) the Form
10-Q for the quarter ended March 31, 2004 of ProFutures Long/Short Growth Fund,
L.P. fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and (ii) the information contained in the
Form 10-Q for the quarter ended March 31, 2004 fairly presents, in all
material respects, the financial condition and results of operations of
ProFutures Long/Short Growth Fund, L.P.
PROFUTURES LONG/SHORT GROWTH FUND, L.P.
By: ProFutures, Inc., General Partner
By: /s/ DEBI B. HALBERT
----------------------------------
Debi B. Halbert
Chief Financial Officer
May 11, 2004