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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual Report Pursuant to Section 13 or 15(d)
--- of the Securities Exchange Act of 1934
For the Fiscal Year Ended: October 31, 2002
___ Transition Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
[No Fee Required]
Commission File Number: 0-9202
THE FUTURE FUND
-------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3033727
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o HEINOLD ASSET MANAGEMENT, INC.
440 South LaSalle
20th Floor
Chicago, Illinois 60605
-------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code:
(312) 663-7500
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Units
Indicate by check mark whether the registrant (1) 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 this Form 10-K or any
amendment to this Form 10-K. X
---
The registrant is a limited partnership and, accordingly, has no voting stock
held by nonaffiliates or otherwise.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act)
Yes No X
---- ------
Documents Incorporated by Reference:
None
1
PART I
Item 1. Business.
(a) General development of business. The Future Fund (the
"Partnership") is a limited partnership organized on November 30, 1978 pursuant
to a Limited Partnership Agreement (the "Limited Partnership Agreement") and
under the Uniform Limited Partnership Act of the State of Illinois. On July 31,
1987, the Partnership elected to be governed under the Illinois Revised Uniform
Limited Partnership Act. The Partnership engages in the speculative trading of
futures, options on futures and forward contracts.
Heinold Asset Management, Inc., a Delaware corporation, is the General
Partner of the Partnership and, in that capacity, performs various
administrative services. The General Partner was organized in 1982 to serve as
the general partner and pool operator for public and private commodity pools
sponsored by Heinold Commodities, Inc., an affiliate. Until March 31, 1996, the
General Partner was a wholly owned subsidiary of Geldermann, Inc., an Illinois
corporation ("Geldermann"). On March 31, 1996, the General Partner became a
wholly owned subsidiary of Man Group USA Inc. (formerly, E.D. & F. Man Inc.), a
New York corporation with headquarters in New York, New York. References herein
to the "General Partner" refer to Heinold Commodities, Inc. for the periods
prior to November 1, 1988 and to Heinold Asset Management, Inc. for periods on
and after November 1, 1988.
Until June 1, 1995, Geldermann acted as the Partnership's futures
commission merchant or commodity broker. On that date, Man Financial Inc (the
"Commodity Broker") replaced Geldermann as the Partnership's commodity broker.
The General Partner and the Commodity Broker perform various services related to
the Partnership's trading pursuant to a Customer Agreement. The Partnership
conducts its forward contract trading through its affiliates, Man Capital LLC
and Man Financial Ltd, as well as other unaffiliated dealers pursuant to various
Customer Account Agreements.
The General Partner invested $128,000 in the Partnership at the outset
of trading and purchased additional Units for $6,500 during fiscal year 1985.
The net asset value of the General Partner's interest in the Partnership, after
the redemption of 583 Unit-equivalents for $355,239 on October 1, 1988, 379
Unit-equivalents for $248,362 on November 1, 1991 and 111 Unit-equivalents for
$91,757 on October 31, 1994, was $250,617 as of October 31, 2002.
The Partnership's trading manager from the inception of trading until
August 1, 1988 had been Millburn Partners, a New Jersey partnership. On August
1, 1988, Millburn Ridgefield Corporation, a Delaware corporation whose sole
shareholders consisted of the former partners of Millburn Partners, became the
commodity trading advisor for all public commodity pools previously managed by
Millburn Partners.
Effective January 1, 1990, the General Partner replaced Millburn
Ridgefield Corporation as the Partnership's trading manager with Baldwin
Financial Corporation, a Delaware corporation. The Management Contract with
Baldwin Financial Company was
2
assigned to MC Baldwin Financial Company as of January 1, 1992. MC Baldwin
Financial Company served as trading manager for the Partnership until December
31, 1995.
Effective January 1, 1996, the General Partner entered into a Trading
Manager Agreement whereby it assumed the role of trading manager for the
Partnership (the "Trading Manager"). The Partnership is a multi-advisor
commodity pool and the Trading Manager allocates the assets of the Partnership
among several trading advisors to direct the Partnership's futures and forward
trading. References to the Trading Manager from the inception of the
Partnership's trading through December 31, 1989 refer to Millburn Ridgefield
Corporation, from January 1, 1990 through January 1, 1996 to MC Baldwin
Financial Company and on and after January 1, 1996 to Heinold Asset Management,
Inc.
The Trading Manager receives a monthly management fee at an annual rate
of 4% of the month-end Net Asset Value of the Partnership. The Trading Manager
in turn will pay to each trading advisor a management fee equal to 2% to 3% of
the assets allocated to each trading advisor to be calculated and paid monthly.
The Trading Manager will also receive an incentive fee equal to 20% of any New
Trading Profit, as defined in the Partnership's offering document, attributable
to each trading advisor to be calculated and paid quarterly or annually. The
Trading Manager in turn will pay to each trading advisor an incentive fee equal
to 15% to 20% of any New Trading Profit attributable to each trading advisor to
be calculated and paid quarterly or annually.
On April 1, 1996, the Partnership, pursuant to an exemption from the
Commodity Futures Trading Commission (the "CFTC"), was permitted to cease
trading on a stand-alone basis. On that date, the Partnership elected to
continue to allocate a portion of its assets to managed accounts with commodity
trading advisors and to trade the remaining assets through participation in a
series of private general partnerships ("Account Partnerships") formed together
with other pools of which the General Partner acts as general partner. Only
pools of which the General Partner acts as general partner are permitted to
participate in these Account Partnerships, and all such pools share pro rata in
the profits and losses of the Account Partnerships based on the capital that
each pool commits to each such Account Partnership. Because the Account
Partnerships combine the assets of numerous pools, they make it possible for
even the smaller pools to have access to a number of commodity trading advisors
without need of meeting each commodity trading advisors' minimum account size
requirements. Although the General Partner has agreed to various incremental
accounting procedures, the operation of the Account Partnerships is effectively
transparent to the Unitholders. Subsequent to December 1, 1997, substantially
all of the Partnership's assets were allocated to the Account Partnerships.
The Partnership shall pay commodity brokerage commissions to the
Commodity Broker at an annual rate of 7% of month-end Net Assets per year, plus
National Futures Association ("NFA") and give-up fees.
Regulation
Under the Commodity Exchange Act, as amended (the "Act"), commodity
exchanges and futures trading are subject to regulation by the CFTC. The
National Futures
3
Association, a "registered futures association" under the Act, is the only
non-exchange self-regulatory organization for futures industry professionals.
The CFTC has delegated to the NFA responsibility for the registration of
"commodity trading advisors," "commodity pool operators," "futures commission
merchants," "introducing brokers" and their respective associated persons and
"floor brokers." The Act requires "commodity pool operators," such as the
General Partner, "commodity trading advisors," such as the Trading Manager and
the Trading Advisors, and commodity brokers or "futures commission merchants,"
such as the Commodity Broker, to be registered and to comply with various
reporting and record keeping requirements. The General Partner, the Trading
Advisors, and the Commodity Broker are all members of the NFA. The CFTC may
suspend a commodity pool operator's or commodity trading advisor's registration
if it finds that its trading practices tend to disrupt orderly market conditions
or in certain other situations. In the event that the registration of the
General Partner as a commodity pool operator or the Trading Advisors'
registrations as commodity trading advisors were terminated or suspended, the
General Partner and the Trading Advisors would be unable to continue to manage
the business of the Partnership, select the Trading Advisors and direct the
Partnership's futures and forward trading, respectively. Should the General
Partner's registration be suspended, termination of the Partnership might
result.
As members of the NFA, the General Partner, the Trading Manager, the
Trading Advisors and the Commodity Broker are subject to NFA standards relating
to fair trade practices, financial condition and customer protection. As the
self-regulatory body of the futures industry, the NFA promulgates rules
governing the conduct of futures industry professionals and disciplines those
professionals which do not comply with such standards.
In addition to such registration requirements, the CFTC and certain
futures exchanges have established limits on the maximum net long or net short
position which any person may hold or control in particular futures contracts.
The CFTC has adopted a rule requiring all domestic futures exchanges to submit
for approval speculative position limits for all futures contracts traded on
such exchanges. Many exchanges also limit the changes in futures contract prices
that may occur during a single trading day. The Partnership may trade on foreign
commodity exchanges that are not subject to regulation by any United States
government agency.
(b) Financial information about industry segments. The Partnership's
business constitutes only one segment for financial reporting purposes;
speculative trading of futures, options on futures and forward contracts. The
Partnership does not engage in sales of goods or services. The Partnership's
revenue, operating profit and total assets for each of the five fiscal years in
the period ended October 31, 2002 are set forth under "Item 6. Selected
Financial Data."
(c) Narrative description of business.
(1) See Items 1(a) and (b) above.
(xiii) -- the Partnership has no employees.
4
(d) Financial information about foreign and domestic operations and
export sales. The Partnership does not engage in sales of goods or services. See
"Item 1(b). Financial information about industry segments."
Item 2. Properties.
The Partnership does not own any properties. Under the terms of the
Limited Partnership Agreement, the General Partner performs the following
services for the Partnership:
(1) Manages the business of the Partnership. Pursuant to this
authority, the General Partner has entered into a Management Agreement with the
Partnership (under which the Trading Manager will serve as trading manager and
will retain trading advisors who will have complete discretion with respect to
determination of the Partnership's trading decisions) and a Customer Agreement
with the Commodity Broker (pursuant to which the Commodity Broker executes all
trades on behalf of the Partnership based on instructions of the trading
advisors selected by the Trading Manager).
(2) Maintains the Partnership's books and records, which Limited
Partners or their duly authorized representatives may inspect during normal
business hours for any proper purpose upon 10 days' written notice to the
General Partner.
(3) Furnishes each Limited Partner with a monthly statement describing
the performance of the Partnership which sets forth aggregate incentive fee
allocations, brokerage commissions and other expenses incurred or accrued by the
Partnership during the month.
(4) Forwards annual audited financial statements to each Limited
Partner.
(5) Provides to each Limited Partner tax information necessary for the
preparation of his or her annual federal income tax return.
(6) Performs secretarial and other clerical responsibilities and
furnishes office space, equipment and supplies as may be necessary for
supervising the affairs of the Partnership.
(7) Administers the redemption of Units.
Item 3. Legal Proceedings.
The General Partner is not aware of any pending legal proceedings to
which the Partnership is a party or to which any of its assets are subject. In
addition, there are no pending material proceedings involving the General
Partner.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
5
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters.
(a) Market Information. There is no trading market for the Units, and
none is likely to develop. The Units are transferable only after written notice
has been given to and approved by the General Partner. Units may be and have
been redeemed upon 10 days' notice at their Net Asset Value as of the end of any
month, as provided in the Limited Partnership Agreement. In the event that all
Units for which redemption is requested cannot be redeemed as of any redemption
date, Units will be redeemed in the order that requests for redemption have been
received by the General Partner.
(b) Holders. As of November 1, 2002, there were 389 holders of Units.
(c) Dividends. No distributions or dividends have been made on the
Units and the General Partner has no present intention to make any.
Item 6. Selected Financial Data.
The following is a summary of operations of the Partnership for each of
the five fiscal years in the period ended October 31, 2002.
6
Fiscal Fiscal Fiscal Fiscal Fiscal
Year Ended Year Ended Year Ended Year Ended Year Ended
October 31, October 31, October 31, October 31, October 31,
2002 2001 2000 1999 1998
---------- ----------- ---------- ----------- -----------
Net gain (loss) on
trading of futures
and forward contracts $ 379,060 $ 3,411,109 $ (130,950) $ (482,764) $ 2,170,135
Interest income 108,814 319,986 471,942 433,133 612,846
---------- ----------- ---------- ----------- -----------
Total income 487,874 3,731,095 340,992 (49,631) 2,782,981
========== =========== ========== =========== ===========
Brokerage commissions 621,027 686,884 718,235 896,686 972,546
Management fees 349,622 386,975 403,524 505,109 544,528
Incentive fees 35,822 208,825 0 21,155 367,066
Other 29,494 31,394 26,600 49,200 55,302
---------- ----------- ---------- ----------- -----------
Total expenses 1,035,965 1,314,078 1,148,359 1,472,150 1,939,442
========== =========== ========== =========== ===========
Net income (loss) $ (548,091) $ 2,417,017 $ (807,367) $(1,521,781) $ 843,539
========== =========== ========== =========== ===========
Net income (loss)
allocated to:
General Partner $ (13,347) $ 59,613 $ (17,420) $ (30,133) $ 16,394
========== =========== ========== =========== ===========
Limited Partners $ (534,744) $ 2,357,404 $ (789,947) $(1,491,648) $ 827,145
========== =========== ========== =========== ===========
Net income (loss) for
a unit of partnership
interest (for a unit
outstanding throughout
each year) $ (60.66) $ 270.96 $ (79.19) $ (136.96) $ 74.52
========== =========== ========== =========== ===========
Total assets $8,977,562 $10,331,944 $8,918,596 $11,083,035 $14,045,326
========== =========== ========== =========== ===========
7
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Reference is made to "Item 6. Selected Financial Data." and "Item 8.
Financial Statements and Supplementary Data." The information contained therein
is essential to, and should be read in conjunction with, the following analysis.
Capital Resources
The Partnership does not intend to raise any additional capital through
borrowing and because it is a closed-end fund, it cannot sell any additional
Units unless it undertakes a new public offering, which would require another
registration statement to be filed with the Securities and Exchange Commission.
Due to the nature of the Partnership's business, it will make no significant
capital expenditures, and substantially all its assets are and will be
represented by cash, U.S. Treasury securities and investments in futures,
options on futures and forward contracts.
Liquidity
Many United States commodity exchanges limit fluctuations in futures
contract prices during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits." During a single trading day, no trades
may be executed at prices beyond the daily limit. Once the price of a futures
contract has reached the daily limit for that day, positions in that contract
can neither be taken nor liquidated. Futures prices have occasionally moved the
daily limit for several consecutive days with little or no trading. Similar
occurrences could prevent the Partnership from promptly liquidating unfavorable
positions and subject the Partnership to substantial losses that could exceed
the margin initially committed to such trades. In addition, even if futures
prices have not moved the daily limit, the Partnership may not be able to
execute futures trades at favorable prices if little trading in such contracts
is taking place. Generally, forward contracts can be closed out (offset) at the
discretion of the Trading Advisor. However, if the market is not liquid, it
could prevent the timely closeout of an unfavorable position until the delivery
date, regardless of the changes in their value or the Trading Advisors'
investment strategies. Other than these limitations on liquidity, which are
inherent in the Partnership's trading operations, the Partnership's assets are
highly liquid and are expected to remain so. On an operational basis, the
Partnership maintains cash significant to fund commissions and other ordinary
expenses incurred.
Results of Operations
Operating results showed a loss for the fiscal year ended October 31,
2002, a profit for the fiscal year ended October 31, 2001 and a loss for the
fiscal year ended October 31, 2000.
The Net Asset Value per Unit as of October 31, 2002, October 31, 2001
and October 31, 2000 was $1,139.17, $1,199.83 and $928.87, respectively. The
decline for fiscal Year 2002 represented a decline of 5.06%.
8
The net realized trading gains (losses) on closed contracts for the
fiscal years ended October 31, 2002, October 31, 2001 and October 31, 2000 were
$1,125,630, $2,705,630 and $(613,398), respectively.
Fiscal Year 2002
During the first half of fiscal year 2002, the Partnership was hindered
by short positions in LME Aluminum, Copper, and Nickel. These short metal
positions were unprofitable as worldwide demand continued to be strong for
industrial metals. Also, losses were incurred in short foreign currency
positions due to the continued decline of the U.S. dollar resulting from weak
economic data and the uncertain direction of interest rates.
During the second half of fiscal year 2002 the Net Asset Value of the
Partnership increased by 14.77%. Gains resulted during the period due to long
positions in British-Pounds, Euro Dollars, Swiss Franc, and the Japanese Yen.
These long positions were profitable as investors began reconsidering their
expectations of future interest rate hikes causing the US dollar to decline
against major foreign currencies. Further gains were earned in the financial
sectors as domestic bond yields continued to fall, enabling the portfolios to
benefit from its long bond exposure in US 2-year notes, 5-year notes, and
10-year notes.
Also, gains were realized from long positions in NY LT Crude, NY
Heating Oil, NY Unleaded Gas, and NY Natural Gas as energy prices continued
their upward trends.
Fiscal Year 2001
For fiscal year 2001, the Partnership's Net Asset Value per Unit
increased from $928.89 at October 31, 2000 to $1,199.83 at October 31, 2001.
This increase resulted in a 29.17% increase for the fiscal year. The majority of
the gains resulted from trading activities in November and December where the
Partnership's Net Asset Value per Unit increased 14.95%. Gains resulted during
this period due to long positions in the IMM Euro dollar, IMM Swiss franc, IMM
British pound and the Eurex E-bund. These gains resulted from the continued
decline in the US dollar based on changed expectations of future levels of US
interest rates.
Additional profits were realized from short S&P 500 Index positions as
the Index declined by over 12% due primarily to the continued weak US economy
and the terrorist attacks against the US on September 11, 2001. The Partnership
realized further gains in long agricultural positions.
The Partnership experienced losses in long positions in fixed income
instruments as global interest rates slightly increased during the year. Further
losses were incurred in short precious metals positions as prices edged upwards.
Such losses, however, were not enough to offset the Partnership's profits.
9
Fiscal Year 2000
For fiscal year 2000, the Partnership's Net Asset Value per Unit
decreased from $1,008.06 at October 31, 1999 to $928.89 at October 31, 2000.
This decline resulted in a 7.85% decrease for the fiscal year. The majority of
the losses that occurred were from trading activities in June 2000 where the
Partnership's Net Asset Value declined 3.91%. Short positions in the S&P 500
Index were unprofitable as the Index soared at the outset of June on weaker than
expected US economic data. The weaker economic data generally warmed US markets
and undermined the widely held view that the Federal Reserve would have to
continue to act aggressively in order to cool the US economy. This news impacted
a number of global bourses resulting in losses to short positions in some other
key markets. Performance was particularly poor in the Nikkei 225 Index.
Severe choppiness resulted in negative returns in the majority of bond
markets. Of particular detriment were positions in European markets where prices
proved particularly sensitive to the factors generally influencing global bond
yields.
Losses were also incurred as the US dollar slipped against a number of
currencies on changed expectations of future levels of US interest rates.
Significant losses were incurred in the Eurodollar market as prices soared in
the very first days of May. Prices slipped as investors anticipated a 50 basis
point rise in interest rates, which duly arrived in the second half of May.
However, data released at the beginning of June showed an increase in
unemployment, providing evidence that the strength of the US economy may be
tapering off. This immediately boosted prices as investors began to reconsider
their expectations of further rate hikes. Short positions suffered in this
environment.
The Partnership realized profits in long crude oil positions as prices
surged upwards amidst uncertainty over the outcome of the meeting between OPEC
members that took place in Vienna in the second half of September. Speculations
that OPEC would delay any output increase possibility until as late as September
boosted values. Although OPEC eventually decided to increase production by
roughly 2.5%, prices remained firm, ensuring a positive overall return.
Inflation is not a significant factor in the Partnership's
profitability.
10
Item 8. Financial Statements and Supplementary Data.
Financial statements are listed on page F-1 of this report.
Selected unaudited quarterly financial information is as follows:
Net Income
Total Income Net Income per unit
------------ ---------- ----------
October 31, 2002 $ 368,645 $ 9,378 $ 1.18
July 31, 2002 $ 1,449,551 $ 1,175,412 $ 145.45
April 30, 2002 $ (218,157) $ (452,665) $ (54.81)
January 31, 2002 $(1,112,165) $(1,280,216) $(152.48)
October 31, 2001 $ 1,382,016 $ 944,700 $ 110.97
July 31, 2001 $ 224,075 $ (44,997) $ (5.23)
April 30, 2001 $ 519,173 $ 180,255 $ 19.90
January 31, 2001 $ 1,605,831 $ 1,337,059 $ 145.32
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
The Partnership filed a Form 8-K on September 13, 2002
indicating a change in auditors for the fiscal year ended October 31, 2002. Such
Form 8-K is herein incorporated by reference. A report from Ernst & Young LLP
dated December 7, 2001 is filed as part of the financial statements to this
report.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership has no directors or executive officers. The Partnership
is managed by its General Partner. There are no "significant employees" of the
Partnership.
11
The General Partner is a commodity pool operator registered with the
NFA.
Item 11. Executive Compensation.
The Partnership has no directors or officers. The General Partner
performs the services described in "Item 2. Properties." herein. Man Financial
Inc acts as the Partnership's commodity broker pursuant to the Customer
Agreement described in "Item 1(a). General development of business." Man Capital
LLC and Man Financial Ltd act as the Partnership's forward dealer pursuant to
the Customer Account Agreements described in "Item 1(a). General development of
business."
The General Partner participates in any appreciation in the net assets
of the Partnership in proportion to its investment in it.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners.
The Partnership knows of no person who owns beneficially more than 5%
of the Units.
(b) Security ownership of management.
Under the terms of the Limited Partnership Agreement, the Partnership's
affairs are managed by the General Partner. The Trading Manager pursuant to its
Management Agreement with the Partnership, enters into Management Contracts with
the Trading Advisors who have discretionary authority over the Partnership's
futures, options on futures and forward contract trading. The General Partner
owned 220 Unit-equivalents valued at $250,617 as of October 31, 2002, 2.83% of
the Partnership's total equity.
(c) Changes in control.
None
Item 13. Certain Relationships and Related Transactions.
See "Item 11. Executive Compensation" and "Item 12. Security Ownership
of Certain Beneficial Owners and Management."
12
Item 14. Controls and Procedures.
Within 90 days of the filing of this report, the Chief Executive
Officer and Chief Financial Officer of the General Partner of the Partnership
conducted an evaluation of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures (as defined in Exchange Act
Rule 13a-14 and 15d-14). Based on that evaluation, the General Partner's Chief
Executive Officer and Chief Financial Officer concluded that the Partnership's
disclosure controls and procedures are effective to make known to them in a
timely fashion material information related to the Partnership required to be
filed in this report. There have been no significant changes in the
Partnership's internal controls or in other factors that could significantly
affect internal controls subsequent to the date of their evaluation.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1) Financial Statements:
See Index to Financial Statements, infra.
(a)(2) Financial Statement Schedules:
All Schedules are omitted for the reason that they are not required,
are not applicable, or because equivalent information has been included in the
financial statements or the notes thereto.
(a)(3) Exhibits as required by Item 601 of
Regulation S-K:
(3) Articles of Incorporation and By-Laws:
(a) Limited Partnership Agreement dated as of November 27, 1978, as
amended on February 15, 1979.
(b) Certificate of Limited Partnership of the Partnership as filed with
the Cook County Recorder of Deeds on November 30, 1978.
The above exhibits are incorporated by reference from the Form 10-K
Annual Report filed by the Partnership for the period ended October 31, 1978.
(c) Form LP-1205 of the Partnership, as filed with the Illinois
Secretary of State on July 31, 1987, electing to be governed under the Illinois
Revised Uniform Limited Partnership Act.
The above exhibit is incorporated by reference from the Partnership's
report on Form 10-K for the fiscal year ended October 31, 1987.
13
(10) Material Contracts:
(a) Joint Venture Agreement dated as of April 1, 1987 between the
Partnership and Millburn Partners.
(b) Customer Agreement dated as of April 1, 1987 between the Joint
Venture and Geldermann.
The above exhibits are incorporated by reference from the Partnership's
report on Form 10-K for the fiscal year ended October 31, 1987.
(c) Amendment No. 1 to the Joint Venture Agreement between the
Partnership and Millburn Partners dated December 31, 1987.
(d) Amendment No. 1 to the Customer Agreement between the Joint Venture
and Geldermann dated December 31, 1987.
(e) Amendment No. 2 to the Joint Venture Agreement between the
Partnership and Millburn Ridgefield Corporation dated December 31, 1988.
The above exhibits are incorporated by reference from the Partnership's
report on Form 10-K for the Fiscal Year ended October 31, 1988.
(f) Management Agreement dated December 14, 1989 between the
Partnership and the Trading Manager.
The above exhibit is incorporated by reference from the Partnership's
report on Form 10-K filed on January 16, 1990.
(g) Amendment No. 1 to the Management Contract dated December 31, 1991
between the Partnership and the Trading Manager.
The above exhibit is incorporated by reference from the Partnership's
report on Form 8-K filed on January 28, 1991.
(h) Amendment No. 2 to the Management Contract dated December 31, 1992
between the Partnership and the Trading Manager.
The above exhibit is incorporated by reference from the Partnership's
report on Form 10-K filed on January 31, 1993.
(i) Amendment No. 3 to the Management Contract dated December 31, 1993
between the Partnership and the Trading Manager.
14
The above exhibit is incorporated by reference from the Partnership's
report on Form 10-K filed on January 31, 1994.
(j) Amendment No. 4 to the Management Contract dated December 31, 1994
between the Partnership and the Trading Manager.
The above exhibit is incorporated by reference from the Partnership's
report on Form 10-K filed on January 31, 1995.
(k) Trading Manager Agreement dated January 1, 1996 among the
Partnership and the Trading Manager.
(l) Form of General Partnership Agreement among various commodity pools
of which Heinold Asset Management, Inc. acts as sole general partner.
(m) Form of Management Contract among each Account Partnership and each
trading advisor.
(n) Form of Management Contract among the Partnership and each trading
advisor.
The above exhibits are incorporated by reference from the Partnership's
report on Form 10-K filed on January 31, 1996.
(o) Back Office Service Agreement dated November 1, 1996 among Managed
Asset Service Corp., the General Partner and the Partnership.
The above exhibit is incorporated by reference from the Partnership's
report on Form 10-K filed on January 28, 1997.
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
The above exhibits are filed herewith.
(b) Reports on Form 8-K
The Partnership filed a Form 8-K on September 13, 2002 indicating a
change in auditors for the fiscal year ended October 31, 2002. Such Form 8-K is
herein incorporated by reference. A report from Ernst & Young LLP dated December
7, 2001 is filed as part of the financial statements to this report.
15
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, in the City of Chicago
and State of Illinois on the 27th day of January, 2003.
THE FUTURE FUND
By HEINOLD ASSET MANAGEMENT, INC.
General Partner
By /s/ Thomas M. Harte
-------------------
Thomas M. Harte
President
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
General Partner of the Registrant in the capacities and on the date indicated.
Title with
Signature General Partner Date
/s/ Thomas M. Harte President (chief operating January 27, 2003
- --------------------------- officer) and Director
Thomas M. Harte
/s/ Ira Polk Chief Financial Officer January 27, 2003
- ------------------ (principal accounting officer)
Ira Polk and Director
(Being the principal executive officer, the principal financial and
accounting officer, and a majority of the directors of Heinold Asset Management,
Inc.)
HEINOLD ASSET General Partner of January 27, 2003
MANAGEMENT, INC. Registrant
By /s/ Thomas M. Harte
------------------------
Thomas M. Harte
President
16
CERTIFICATION
I, Thomas M. Harte, certify that:
1. I have reviewed this annual report on Form 10-K of The Future Fund;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: January 27, 2003 /s/ Thomas M. Harte
-------------------
Chief Executive Officer
17
CERTIFICATION
I, Ira Polk, certify that:
1. I have reviewed this annual report on Form 10-K of The Future Fund;
2. Based on my knowledge, this annual 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 annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in the Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures 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 annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: January 27, 2003 /s/ Ira Polk
------------
Chief Financial Officer
18
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED OCTOBER 31, 2002,
2001, AND 2000
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
TABLE OF CONTENTS
PAGE(S)
Reports of Independent Accountants F-1
Financial Statements:
Statements of Financial Condition as of
October 31, 2002 and 2001 F-3
Statements of Operations for the Years Ended
October 31, 2002, 2001, and 2000 F-4
Statements of Changes in Partners' Equity for the Years Ended
October 31, 2002, 2001, and 2000 F-5
Statements of Cash Flows for the Years Ended
October 31, 2002, 2001, and 2000 F-6
Notes to Financial Statements F-7 - F-11
Report of Independent Accountants
To the Board of Directors and Partners of the Future Fund:
In our opinion, the accompanying statement of financial condition as of October
31, 2002 and the related statements of operations, changes in partners' equity
and cash flows present fairly, in all material respects, the financial position
of The Future Fund (the "Partnership") at October 31, 2002, and the results of
its operations, the changes in its partner's equity and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America. 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 audit. We conducted our audit
of these statements in accordance with auditing standards generally accepted in
the United States of America, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
January 13, 2003 /s/ PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois PricewaterhouseCoopers LLP
F-1
Report of Independent Auditors
The Partners
The Future Fund
We have audited the accompanying statements of financial condition of The Future
Fund (the Partnership) as of October 31, 2001 and 2000, the related statements
of operations, changes in partners' equity, and cash flows for each of the three
years in the period ended October 31, 2001. 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 auditing standards generally accepted
in the United States. 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 financial position of The Future Fund at October 31,
2001 and 2000, and the results of its operations and its cash flows for each of
the three years in the period ended October 31, 2001, in conformity with
accounting principles generally accepted in the United States.
Chicago, Illinois /s/ ERNST & YOUNG LLP
December 7, 2001 Ernst & Young LLP
F-2
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF FINANCIAL CONDITION
OCTOBER 31, 2002 AND 2001
ASSETS 2002 2001
Investment in affiliated general partnerships $ 6,323,951 $ 5,463,508
Due from affiliated broker 2,653,611 4,843,869
Other assets - 24,567
----------- -----------
Total assets $ 8,977,562 $10,331,944
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Brokerage commissions $ 52,230 $ 60,262
Redemptions payable 11,346 39,439
Management fees 29,486 34,105
Incentive fees - 91,719
Other liabilities 23,832 1,397
----------- -----------
Total liabilities 116,894 226,922
----------- -----------
Partners' equity:
Limited partners (7,558 and 8,202 units outstanding
at October 31, 2002 and 2001, respectively) 8,610,051 9,841,058
General partner (220 unit equivalents outstanding at
October 31, 2002 and 2001, respectively) 250,617 263,964
----------- -----------
Total partners' equity 8,860,668 10,105,022
----------- -----------
Total liabilities and partners' equity $ 8,977,562 $10,331,944
=========== ===========
Net asset value per outstanding unit of partnership interest $ 1,139.17 $ 1,199.83
=========== ===========
The accompanying notes are an integral part of the financial statements.
F-3
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED OCTOBER 31, 2002, 2001, AND 2000
2002 2001 2000
Equity in income (loss) of affiliated
general partnerships:
Net realized trading gains (losses) on
closed contracts $ 1,125,630 $ 2,705,630 $ (613,398)
Change in net unrealized gains or losses on
open contracts (746,570) 705,479 482,448
----------- ----------- -----------
379,060 3,411,109 (130,950)
Interest income 108,814 319,986 471,942
----------- ----------- -----------
487,874 3,731,095 340,992
----------- ----------- -----------
Expenses:
Brokerage commissions 621,027 686,884 718,235
Management fees 349,622 386,975 403,524
Incentive fees 35,822 208,825 -
Other 29,494 31,394 26,600
----------- ----------- -----------
1,035,965 1,314,078 1,148,359
----------- ----------- -----------
Net income (loss) $ (548,091) $ 2,417,017 $ (807,367)
----------- ----------- -----------
Net income (loss) for a unit of partnership
interest (for a unit outstanding
throughout each year):
General partner $ (60.66) $ 270.96 $ (79.19)
----------- ----------- -----------
Limited partners $ (60.66) $ 270.96 $ (79.19)
=========== =========== ===========
Net income (loss) allocated to:
General partner $ (13,347) $ 59,613 $ (17,420)
----------- ----------- -----------
Limited partners $ (534,744) $ 2,357,404 $ (789,947)
=========== =========== ===========
The accompanying notes are an integral part of the financial statements.
F-4
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED OCTOBER 31, 2002, 2001, AND 2000
LIMITED GENERAL
PARTNERS PARTNERS TOTAL
Partners' equity at October 31, 1999 $ 10,694,369 $ 221,771 $ 10,916,140
Redemption of 1,509 units of limited
partnership interest (1,451,755) - (1,451,755)
Net loss (789,947) (17,420) (807,367)
============ ============ ============
Partners' equity at October 31, 2000 8,452,667 204,351 8,657,018
Redemption of 898 units of limited
partnership interest (969,013) - (969,013)
Net income 2,357,404 59,613 2,417,017
============ ============ ============
Partners' equity at October 31, 2001 9,841,058 263,964 10,105,022
Redemption of 644 units of limited
partnership interest (696,263) - (696,263)
Net loss (534,744) (13,347) (548,091)
============ ============ ============
Partners' equity at October 31, 2002 $ 8,610,051 $ 250,617 $ 8,860,668
============ ============ ============
The accompanying notes are an integral part of the financial statements.
F-5
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED OCTOBER 31, 2002, 2001, AND 2000
2002 2001 2000
Cash flows from operating activities:
Net income (loss) $ (548,091) $ 2,417,017 $ (807,367)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Change in assets and liabilities:
Due from affiliated broker 2,190,258 (26,012) 652,878
Other assets 24,567 1,279 (25,846)
Investment in affiliated general partnerships (860,443) (1,388,615) 1,537,407
Brokerage commissions (8,032) 8,321 (12,414)
Management fees (4,619) 4,945 (7,181)
Incentive fees (91,719) 91,719 -
Other liabilities 22,435 (12,979) (36,309)
=========== =========== ===========
Net cash provided by operating
activities 724,356 1,095,675 1,301,168
=========== =========== ===========
Cash flows from financing activities:
Redemption of limited partnership interests (724,356) (1,095,675) (1,301,168)
----------- ----------- -----------
Net cash used in financing activities (724,356) (1,095,675) (1,301,168)
=========== =========== ===========
Net change in cash - - -
Cash at beginning of year - - -
=========== =========== ===========
Cash at end of year $ - $ - $ -
=========== =========== ===========
The accompanying notes are an integral part of the financial statements.
F-6
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION OF THE PARTNERSHIP
The Future Fund (Partnership) was organized in November 1978, under the
Illinois Uniform Limited Partnership Act, for purposes of engaging in the
speculative trading of futures, options on futures, and forward contracts.
Heinold Asset Management, Inc. (HAMI), a wholly owned subsidiary of Man
Group USA Inc. is the general partner of the Partnership (General Partner).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS IN AFFILIATED GENERAL PARTNERSHIPS
Investments in affiliated general partnerships are valued at fair value
as determined by the General Partner. In determining fair value, the
General Partner utilizes the valuations of the underlying partnerships
which are based entirely on the investments that the affiliated general
partnerships have with the underlying financial instruments. The
affiliated general partnerships value their underlying financial
instruments on a mark-to-market basis of accounting. The income (loss)
from investments in affiliated general partnerships are presented in
the statements of operations on a pro rata basis.
DUE FROM AFFILIATED BROKER
Due from affiliated broker consists of balances, including interest
receivable, due from Man Financial Inc. (Man), an affiliate of the
General Partner. Man pays the Partnership interest on the Partnership's
daily balance at a rate generally equal to 90% of the published 90-day
U.S. Treasury bill rate.
Man is registered with the Commodity Futures Trading Commission (CFTC)
as a futures commission merchant and is a member of the National
Futures Association, an industry self-regulatory agency. Man is also
registered with the Securities and Exchange Commission (SEC) and
National Association of Securities Dealers, Inc. (NASD) as a securities
broker-dealer.
EQUITY IN INCOME (LOSS) OF AFFILIATED GENERAL PARTNERSHIPS
Equity in income (loss) of affiliated general partnerships represents
the Partnership's share of profits and losses (including realized and
unrealized trading gains and losses on futures, options on futures and
forward contracts and foreign currency translations) arising from its
investment in the general partnerships.
INCOME AND EXPENSES
Income consists of interest income, which is recognized on an accrual
basis. Expenses consist of those as described in Note 3 and are
recorded on an accrual basis.
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.
F-7
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS, 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 of the year to
the end of the year. Unit amounts are rounded to whole numbers for
financial statement presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the General Partner to make estimates and assumptions that affect the
reported amounts in the financial statements and accompanying notes.
Actual results could differ from those estimates.
3. LIMITED PARTNERSHIP AGREEMENT
The limited partners and the General Partner share in the profits and
losses of the Partnership in proportion to the number of units or unit
equivalents held by each partner. However, no limited partner is liable for
obligations of the Partnership in excess of its capital contribution and
profits, if any.
Distributions (other than redemption of units), if any, are made on a pro
rata basis at the sole discretion of the General Partner.
Limited partners may redeem any or all of their units as of the end of any
month at net asset value per unit on ten days' prior written notice to the
General Partner. The Partnership is scheduled to be dissolved on July 1,
2025, or upon the occurrence of certain events as specified in the limited
partnership agreement. The Partnership is closed to new subscriptions.
The Partnership bears the expenses incurred in connection with its
activities. These expenses include brokerage commissions, trading advisors'
management and incentive fees, legal, audit, tax return preparation and
filing fees.
4. INVESTMENTS IN AFFILIATED GENERAL PARTNERSHIPS
The Partnership invests in a series of private affiliated general
partnerships (General Partnerships) formed together with other HAMI limited
partnerships. The General Partnerships engage in the speculative trading of
futures, options on futures, and forward contracts based on their
respective trading strategies. Each Trading Advisor has been directed by
HAMI to trade each general partnership based on the level of capital the
Partnership commits. The Partnership shares pro rata in profits and losses
of such General Partnerships, based on the capital that the Partnership
commits, as defined in the offering document, to each General Partnership.
F-8
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS, CONTINUED
A separate General Partnership is utilized for each Commodity Trading
Advisor (Trading Advisor) that the General Partner selects to trade
Partnership assets. An affiliate of the General Partner is the Trading
Advisor for Heinold General Partnership III. Under the terms of its
management contract, each Trading Advisor has sole responsibility for
determining the General Partnership's trades. As compensation for these
services, each Trading Advisor receives a monthly management fee paid by
HAMI and allocated to the Partnership based on a percentage of the
Partnership's month-end assets, as defined in the offering document. Each
Trading Advisor also receives a quarterly or annual incentive fee paid by
HAMI and allocated to the Partnership based on a percentage of new trading
profits, as defined in the offering document. The incentive fee is retained
by a Trading Advisor even when trading losses, as defined in the offering
document, occur in subsequent periods; however, no further incentive fees
are payable until such trading losses (other than those attributable to
redemptions) are recouped by the General Partnership. At October 31, 2002,
there were carryforward losses related to the Partnership for incentive fee
purposes as follows: Heinold General Partnership Account III $(134,748),
Heinold General Partnership Account IV $(119,479), Heinold General
Partnership Account V $(61,571), and Heinold General Partnership Account VI
$(175,042).
At October 31, 2002, investments in General Partnerships were as follows:
ALLOCATED ASSETS
----------------------------------------------
INCREASE/
(DECREASE) IN TOTAL PROFIT
TRADING TRADING ALLOCATION
GENERAL PARTNERSHIP INVESTMENT CAPITAL CAPITAL PERCENTAGE
Heinold General Partnership
Account III $ 2,450,064 $ (688,752) $ 1,761,312 45.86 %
Heinold General Partnership
Account IV 960,532 1,407,111 2,367,643 45.86
Heinold General Partnership
Account V 1,438,108 1,097,676 2,535,784 45.86
Heinold General Partnership
Account XI 1,475,247 705,622 2,180,869 45.86
------------- -------------- --------------
$ 6,323,951 $ 2,521,657 $ 8,845,608
============= ============== ==============
At October 31, 2001, investments in General Partnerships were as follows:
ALLOCATED ASSETS
----------------------------------------------
INCREASE IN TOTAL PROFIT
TRADING TRADING ALLOCATION
GENERAL PARTNERSHIP INVESTMENT CAPITAL CAPITAL PERCENTAGE
Heinold General Partnership
Account III $ 2,456,876 $ 457,201 $ 2,914,077 46.54 %
Heinold General Partnership
Account V 1,274,212 2,379,565 3,653,777 46.54
Heinold General Partnership
Account XI 1,732,420 1,931,332 3,663,752 46.54
------------- -------------- --------------
$ 5,463,508 $ 4,768,098 $ 10,231,606
============= ============== ==============
F-9
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Each of the General Partnerships had total assets (no liabilities)
consisting of the following at October 31, 2002:
NET
DUE UNREALIZED
FROM GAIN (LOSS)
AFFILIATED ON OPEN
HEINOLD GENERAL PARTNERSHIP BROKER CONTRACTS TOTAL
III $ 5,312,318 $ 29,820 $ 5,342,138
IV 2,164,778 (70,429) 2,094,349
V 3,057,122 78,539 3,135,661
XI 2,992,885 223,754 3,216,639
Each of the General Partnerships had total assets (no liabilities)
consisting of the following at October 31, 2001:
NET
DUE UNREALIZED
FROM GAIN (LOSS)
AFFILIATED ON OPEN
HEINOLD GENERAL PARTNERSHIP BROKER CONTRACTS TOTAL
III $ 4,745,192 $ 534,161 $ 5,279,353
V 2,476,644 261,392 2,738,036
XI 2,640,196 1,082,440 3,722,636
The General Partnerships incur no expenses. Each General Partnership's
funds are held by, and its transactions cleared through, Man. These funds
are used to meet minimum margin requirements for all of the General
Partnership's open positions as set by the exchange where each futures
contract is traded. These requirements are adjusted, as needed, due to
daily fluctuations in the values of the underlying positions. Certain
positions may be liquidated, if necessary, to satisfy resulting changes in
margin requirements. Forward contracts are entered into on an arm's-length
basis with Man Financial Ltd and Man Capital LLC, affiliates of the General
Partner.
5. AGREEMENTS
The Partnership has a brokerage contract with Man which provides that the
Partnership pay a monthly brokerage fee of 0.5833% (7% annually) of the
Partnership's month-end net assets, as defined, plus NFA fees and related
give-up charges.
The Partnership pays HAMI a monthly management fee of 0.333% (4% annually)
of the Partnership's month-end net assets, as defined in the offering
document. HAMI, in turn, pays each Trading Advisor of the General
Partnerships at a rate of up to 4%. The Partnership pays the Trading
Advisors a quarterly incentive fee of 20% of the Partnership's new trading
profits, as defined in the offering document.
F-10
THE FUTURE FUND
(AN ILLINOIS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS, CONTINUED
6. DERIVATIVE FINANCIAL INSTRUMENTS
The General Partnerships trade derivative financial instruments. Derivative
financial instruments involve varying degrees of market risk, whereby
changes in the level or volatility of interest rates, foreign currency
exchange rates, or market values of the underlying financial instruments or
commodities may result in changes in the value of the financial instrument
in excess of the amounts reflected in the summarized financial information
of each respective General Partnership in Note 4.
Credit risk arises from the potential inability of counterparties to
perform in accordance with the terms of the contract. Each General
Partnership's exposure to credit risk associated with counterparty
nonperformance is limited to the current cost to replace all contracts in
which the General Partnership has gains. Exchange-traded financial
instruments, such as futures and options on futures contracts, give rise to
limited counterparty exposure as the clearing organization acts as the
counterparty to all contracts.
The Partnership has general partner liability with respect to its interest
in each of the General Partnerships.
The Partnership's and General Partnership's assets held at Man are in
segregated accounts as required by the Commodity Futures Trading
Commission.
7. FINANCIAL HIGHLIGHTS
The following represents the ratios to average limited partners' equity and
other supplemental information for the year ended October 31, 2002:
Per share operating performance:
Beginning net asset value $ 1,199.83
Income (loss) from operations:
Net gains on investments in affiliated
general partnerships 55.14
Net investment loss (115.80)
-------------
Total from operations (60.66)
-------------
Ending net asset value $ 1,139.17
-------------
Total return** (5.06) %
=============
Ratios to average limited partners' equity:
Expenses (11.75) %
-------------
Net investment loss* (10.52) %
-------------
* Net investment loss includes interest income and all expenses.
** An individual investors' return may vary from these returns based on the
timing of capital transactions.
F-11