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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _________________ To _________________
COMMISSION FILE NUMBER: 0-26459
THE FULCRUM FUND LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-1456461
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Two American Lane, P.O. Box 5150, Greenwich, Connecticut 06831-8150
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (203) 861-1000
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 Act).
Yes [ ] No [X]
THE FULCRUM FUND LIMITED PARTNERSHIP
QUARTER ENDED MARCH 31, 2003
INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements 3
Statements of Financial Condition as of March 31, 2003 (unaudited) and December 3
31, 2002 (audited)
Condensed Schedule of Investments as of March 31, 2003 (unaudited) 4
Statements of Operations for the Three Months Ended March 31, 2003 and 2002 5
(unaudited)
Statements of Changes in Partners' Capital (Net Asset Value) for the Three 6
Months Ended March 31, 2003 and 2002 (unaudited)
Notes to Financial Statements (unaudited) 7
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of 12
Operations
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 14
ITEM 4. Controls and Procedures 15
PART II - OTHER INFORMATION
ITEM 2. Changes in Securities and Use of Proceeds 15
ITEM 6. Exhibits and Reports on Form 8-K 16
SIGNATURES 17
CERTIFICATIONS 18-21
EXHIBIT 99.1 Certification by Chief Executive Officer E-1
Exhibit 99.2 Certification by Senior Vice President and Chief Financial Officer E-2
PART I -- FINANCIAL INFORMATION
ITEM 1. -- FINANCIAL STATEMENTS
THE FULCRUM FUND LIMITED PARTNERSHIP
STATEMENTS OF FINANCIAL CONDITION
March 31, 2003 (Unaudited) and December 31, 2002 (Audited)
March 31, December 31,
2003 2002
---- ----
ASSETS
Equity in broker trading accounts
Cash $ 12,501,542 $ 9,617,528
Unrealized gain (loss) on open contracts (395,400) 2,214,624
------------ ------------
Deposits with broker 12,106,142 11,832,152
Cash and cash equivalents 316,524 257,936
Subscriptions receivable 9,761 7,623
------------ ------------
Total assets $ 12,432,427 $ 12,097,711
============ ============
LIABILITIES
Accounts payable $ 32,224 $ 31,200
Commissions and other trading fees
on open contracts 18,438 19,500
General Partner offering fee 37,091 28,656
Advisor management fee 20,323 19,966
Redemptions payable 148,646 275,786
------------ ------------
Total liabilities 256,722 375,108
------------ ------------
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner -- 184.7556 units outstanding at
March 31, 2003 and December 31, 2002 184,748 171,460
Limited Partners -- 11,991.4298 and 12,446.8808 units
outstanding at March 31, 2003 and December 31, 2002 11,990,957 11,551,143
------------ ------------
Total partners' capital
(Net Asset Value) 12,175,705 11,722,603
------------ ------------
$ 12,432,427 $ 12,097,711
============ ============
See accompanying notes
3
THE FULCRUM FUND LIMITED PARTNERSHIP
CONDENSED SCHEDULE OF INVESTMENTS
March 31, 2003
(Unaudited)
LONG FUTURES CONTRACTS
No. of % of Net
Contracts Description Value Asset Value
--------- ----------- ----- -----------
744 Agricultural $(173,757) (1.43)%
226 Currency 51,065 0.42 %
74 Energy (86,034) (0.71)%
717 Interest rate 91,000 0.75 %
226 Metal (287,242) (2.36)%
--------- ----------
TOTAL LONG FUTURES CONTRACTS $(404,968) (3.33)%
--------- ----------
SHORT FUTURES CONTRACTS
No. of % of Net
Contracts Description Value Asset Value
--------- ----------- ----- -----------
1,586 Agricultural $ 70,523 0.58 %
42 Currency (26,625) (0.22)%
261 Metal (34,330) (0.28)%
--------- ----------
TOTAL SHORT FUTURES CONTRACTS $ 9,568 0.08 %
--------- ----------
TOTAL FUTURES CONTRACTS $(395,400) (3.25)%
========= ==========
See accompanying notes.
4
THE FULCRUM FUND LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2003 and 2002
(Unaudited)
Three Months
Ended
March 31,
2003 2002
---- ----
INCOME
Trading gains (losses)
Realized $ 3,827,962 $(2,229,934)
Change in unrealized (2,610,024) (80,906)
----------- -----------
Gain (loss) from trading 1,217,938 (2,310,840)
Interest income 33,460 36,973
----------- -----------
Total income (loss) 1,251,398 (2,273,867)
----------- -----------
EXPENSES
Brokerage commissions 79,745 89,146
General Partner offering fee 101,029 92,889
Advisor management fee 69,074 57,634
Operating expenses 46,882 47,473
----------- -----------
Total expenses 296,730 287,142
----------- -----------
NET INCOME (LOSS) $ 954,668 $(2,561,009)
=========== ===========
NET INCOME (LOSS) PER UNIT
(based on weighted average number of
Units outstanding during the period) $ 76.64 $ (171.97)
=========== ===========
INCREASE (DECREASE) IN NET
ASSET VALUE PER UNIT $ 71.92 $ (173.30)
=========== ===========
See accompanying notes.
5
THE FULCRUM FUND LIMITED PARTNERSHIP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
For the Three Months Ended March 31, 2003 and 2002
(Unaudited)
Partners' Capital
-----------------------------------------------------------------------------
General Limited Total
---------------- -------------------------- --------------------------
Units Amount Units Amount Units Amount
----- ------ ----- ------ ----- ------
Three Months Ended March 31, 2003
Balances at December 31, 2002 184.7556 $171,460 12,446.8808 $11,551,143 12,631.6364 $11,722,603
Net income for the three months
ended March 31, 2003 13,288 941,380 954,668
Additions 0.0000 0 24.3135 26,660 24.3135 26,660
Redemptions 0.0000 0 (479.7645) (528,226) (479.7645) (528,226)
-------- -------- ----------- ----------- ----------- -----------
Balances at March 31, 2003 184.7556 $184,748 11,991.4298 $11,990,957 12,176.1854 $12,175,705
======== ======== =========== =========== =========== ===========
Three Months Ended March 31, 2002
Balances at December 31, 2001 184.7556 $162,183 15,542.1339 $13,643,307 15,726.8895 $13,805,490
Net (loss) for the three months
ended March 31, 2002 (32,016) (2,528,993) (2,561,009)
Additions 0.0000 0 1,052.9518 743,238 1,052.9518 743,238
Redemptions 0.0000 0 (2,201.1742) (1,716,539) (2,201.1742) (1,716,539)
-------- -------- ----------- ----------- ----------- -----------
Balances at March 31, 2002 184.7556 $130,167 14,393.9115 $10,141,013 14,578.6671 $10,271,180
======== ======== =========== =========== =========== ===========
Net Asset Value Per Unit
-----------------------------------------------------
March 31, December 31, March 31, December 31,
2003 2002 2002 2001
---- ---- ---- ----
$999.96 $928.04 $704.53 $877.83
======= ======= ======= =======
See accompanying notes.
6
THE FULCRUM FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General Description of the Partnership
The Fulcrum Fund Limited Partnership (the Partnership) is a
Connecticut limited partnership which operates as a commodity
pool. The Partnership engages in the speculative trading of
futures contracts and options on futures contracts. It is
subject to the regulations of the Commodity Futures Trading
Commission, an agency of the United States (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.
The Partnership is a registrant with the Securities and
Exchange Commission (SEC) pursuant to the Securities Exchange
Act of 1934 (the Act). As a registrant, the Partnership is
subject to the regulations of the SEC and the informational
requirements of the Act.
B. 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. Gains or
losses are realized when contracts are liquidated. Net
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 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
during the current period is reported in the statement of
operations. Brokerage commissions include exchange and other
trading fees and are charged to expense when contracts are
opened.
C. Cash and Cash Equivalents
Cash and cash equivalents includes cash and short-term time
deposits held at financial institutions.
D. 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.
7
THE FULCRUM FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
E. 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.
Note 2. GENERAL PARTNER
The General Partner of the Partnership is Kenmar Advisory Corp.,
which conducts and manages the business of the Partnership. The
Limited Partnership Agreement requires the General Partner to
maintain a capital account of no less than the lesser of 1% of the
aggregate capital accounts of all partners or $500,000.
For managing the continuing offering of units, the General Partner
receives a monthly offering fee equal to 0.25% (3% annually) of that
month's beginning Net Asset Value (as defined in the Limited
Partnership Agreement) of the Partnership. The General Partner
rebates to One Million Dollar Investors (as defined in the
Confidential Private Placement Memorandum and Disclosure Document)
who invested in the Partnership prior to August 1, 2000, a monthly
amount equal to two-thirds of the offering fee applicable to such One
Million Dollar Investors. All rebates to One Million Dollar Investors
are made by issuing additional Units.
A portion of the brokerage commissions paid by the Partnership to the
broker is, in turn, paid by the broker to the General Partner.
Note 3. COMMODITY TRADING ADVISOR
The Partnership has an advisory agreement with Beacon Management
Corporation (USA) (Beacon), a commodity trading advisor, pursuant to
which the Partnership pays a monthly management fee of 1/12 of 2% (2%
annually) of the month-end Net Asset Value of the subaccount (as
defined in the advisory agreement) and a quarterly incentive fee
equal to 20% of Net New Trading Profits (as defined). Beacon pays up
to 22.5% of its management and incentive fees to the General Partner.
No incentive fee was earned by Beacon during the three months ended
March 31, 2003 and 2002.
8
THE FULCRUM FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 4. DEPOSITS WITH BROKER
The Partnership deposits cash with Man Financial Inc. to act as
broker, subject to Commodity Futures Trading Commission regulations
and various exchange and broker requirements. Margin requirements are
satisfied by the deposit of cash with such broker. The Partnership
earns interest income on its cash deposited with the broker.
Note 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS
Investments in the Partnership are made by subscription agreement,
subject to acceptance by the General Partner. The subscription price
is equal to the Net Asset Value of the units purchased plus a 5%
selling commission, unless such selling commission is waived in whole
or in part by the General Partner. Additions to partners' capital are
shown net of such selling commissions which amounted to $0 during the
three months ended March 31, 2003 and 2002.
The Partnership is not required to make distributions, but may do so
at the sole discretion of the General Partner. A Limited Partner may
request and receive redemption of units owned, subject to
restrictions in the Limited Partnership Agreement.
Note 6. TRADING ACTIVITIES AND RELATED RISKS
The Partnership engages in the speculative trading of U.S. and
foreign futures contracts. 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 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.
The Partnership has assets on deposit with financial institutions 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.
9
THE FULCRUM FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 6. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
For futures contracts, risks arise from changes in the market value
of the contracts. Theoretically, the Partnership is exposed to a
market risk equal to the value of futures contracts purchased and
unlimited liability on such contracts sold short.
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 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.
Note 7. INTERIM FINANCIAL STATEMENTS
The statement of financial condition as of March 31, 2003, including
the March 31, 2003 condensed schedule of investments, and the
statements of operations and changes in partners' capital (net asset
value) for the three months ended March 31, 2003 and 2002, are
unaudited. In the opinion of management, such 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, 2003, and the results of operations for the three months ended
March 31, 2003 and 2002.
10
THE FULCRUM FUND LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
Note 8. FINANCIAL HIGHLIGHTS
The following information presents per unit operating performance
data and other supplemental financial data for the three months ended
March 31, 2003 and 2002. This information has been derived from
information presented in the financial statements.
Three months ended
March 31,
2003 2002
(Unaudited) (Unaudited)
----------- -----------
PER UNIT PERFORMANCE
(for a unit outstanding throughout the entire period)
Net asset value per unit at beginning of period $ 928.04 $ 877.83
---------- ----------
Income (loss) from operations:
Net investment (loss) (1), (3) (14.73) (10.81)
Net realized and change in unrealized gain (loss)
from trading (2), (3) 86.65 (162.49)
---------- ----------
Total income (loss) from operations 71.92 (173.30)
---------- ----------
Net asset value per unit at end of period $ 999.96 $ 704.53
========== ==========
TOTAL RETURN (4) 7.75% (19.74)%
======== ========
SUPPLEMENTAL DATA
Ratios to average net asset value:
Expenses (1), (5) (6.44)% (6.39)%
======== ========
Net investment (loss) (1), (5) (5.45)% (5.20)%
======== ========
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 additions and redemptions.
----------------
(1) Excludes brokerage commissions and other trading fees.
(2) Includes brokerage commissions and other trading fees.
(3) The net investment (loss) per unit is calculated by dividing
the net investment (loss) by the average number of units
outstanding during the period. The net realized and change in
unrealized gain (loss) from trading is a balancing amount
necessary to reconcile the change in net asset value per unit
with the other per unit information.
(4) Not annualized.
(5) Annualized.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
The assets of the Fulcrum Fund Limited Partnership, formerly known as The Dennis
Fund Limited Partnership (the "Partnership") are used to engage, directly or
indirectly, in the speculative trading of (1) commodities, futures contracts,
forward contracts, foreign exchange commitments, exchange for physicals, swap
contracts, spot (cash) commodities and other items, options on the foregoing,
and any rights pertaining to the foregoing contracts, instruments or investments
("Commodities") and (2) options, warrants, or other rights and any other
investment or transaction (together with the Commodities, "Investments") that
the Partnership's general partner, Kenmar Advisory Corp. (the "General Partner")
deems, in its sole discretion, to be consistent with the objectives of the
Partnership. From time to time, a portion of such proceeds may be used for
transactions in the cash markets or for interbank trading.
The assets of the Partnership are deposited with Man Financial Inc. (the
"Broker") in a trading account established by the Partnership for the commodity
trading advisor and are used by the Partnership as margin to engage in trading.
Such assets are held in either a non-interest bearing bank account or in
securities approved by the Commodity Futures Trading Commission for investment
of customer funds. In addition, certain of the Partnership's assets may also be
placed in a custodial account with a cash manager to maximize the interest
earned on assets not committed as margin.
The commodity trading advisor for the Partnership is the Meka program of the
Beacon Management Corporation ("Beacon" or the "Advisor"). The Advisor is the
sole advisor for the Partnership.
CAPITAL RESOURCES
The Partnership does not have, nor does it expect to have, any capital assets.
Redemptions and sales of units of limited partnership interests ("Units") in the
future will affect the amount of funds available for trading Investments in
subsequent periods.
There are only three factors that affect the Partnership's capital resources:
(i) the trading profit or loss generated by the Advisor (including interest
income); (ii) the money invested or redeemed by the limited partners of the
Partnership (the "Limited Partners"); and (iii) capital invested or redeemed by
the General Partner. The General Partner has maintained, and shall maintain, at
all times a capital account in such an amount, up to a total of $500,000, as is
necessary for the General Partner to maintain a one percent (1%) interest in the
capital, income and losses of the Partnership. All capital contributions by the
General Partner necessary to maintain such capital account balance shall be
evidenced by Units of general partnership interest, each of which shall have an
initial value equal to the Net Asset Value per Unit (as defined below) at the
time of such contribution. The General Partner, in its sole discretion, may
withdraw any excess above its required capital contribution without notice to
the Limited Partners. The General Partner, in its sole discretion, may also
contribute any greater amount to the Partnership, for which it shall receive, at
its option, additional Units of general partnership interest at their
then-current Net Asset Value (as defined below).
"Net Asset Value" of the Partnership is defined as total assets of the
Partnership, including, but not limited to, all cash and cash equivalents,
accrued interest, earned discount, and open Commodities positions, less total
liabilities, including, but not limited to, brokerage commissions that would be
payable with respect to the closing of open Commodities positions, all as
determined in accordance with the principles set forth in the Limited
Partnership Agreement of the Partnership, dated June 18, 1996 and as amended on
December 15, 1997 and further amended on October 10, 2000 (the "Partnership
Agreement")
12
or, where no such principles are specified therein, in accordance with United
States generally accepted accounting principles applied on a consistent basis
("GAAP"). The term "Net Asset Value per Unit" is defined in the Partnership
Agreement to mean the Net Asset Value of the Partnership divided by the number
of Units outstanding as of the date of determination.
RESULTS OF OPERATIONS
The success of the Partnership is dependent upon the ability of the Advisor to
generate trading profits through the speculative trading of Investments
sufficient to produce capital appreciation after payment of all fees and
expenses. Future results will depend in large part upon the Investment markets
in general, the performance of the Advisor, the amount of additions and
redemptions, and changes in interest rates. Due to the highly leveraged nature
of Investment trading, small price movements may result in substantial losses.
Because of the nature of these factors and their interaction, it is impossible
to predict future operating results.
The Partnership incurs substantial charges from the payment of brokerage
commissions to the Broker, management and/or incentive fees to the Advisor,
management fees, offering fees and/or incentive fees to the General Partner and
operating expenses. The Partnership is required to make substantial trading
profits to avoid depletion and exhaustion of its assets from the above-mentioned
fees and expenses.
Due to the nature of the Partnership's business, the Partnership's trading
results depend on the Advisor and the ability of its individual trading system
to take advantage of price movement or other profit opportunities in the
Investment markets. The Advisor trades in various markets at different times and
prior activity in a particular market does not mean that such markets will be
actively traded by an Advisor or will be profitable in the future. Consequently,
the results of operations of the Partnership can only be discussed in the
context of the overall trading activities of the Partnership, the Advisor's
trading activities on behalf of the Partnership as a whole and how the
Partnership has performed in the past.
In general, Commodity Trading Advisors or CTAs analyze the movement of prices in
the commodity and financial futures markets to identify trends and the
opportunities for profit which accompany them. Because a CTA can take long or
short positions in the futures markets, the direction of a trend is less
important than the existence of a trend itself. The Advisor or another CTA has
the potential to generate profits when prices are identified as trending
downward, by going short or selling ahead of a price decline, and when prices
appear to be trending upward, by going long or buying ahead of the rise in
price. When prices are moving sideways (i.e., with little movement up or down)
or are exhibiting significant short-term volatility (such as rapid intra-day or
inter-day price swings) trends are few and far between, and CTA profits can be
flat or negative.
Set forth below is a comparison of the results of operations of the Partnership
for the three month period ended March 31, 2003 and 2002.
As of March 31, 2003, the Net Asset Value of the Partnership was $12,175,705, an
increase of approximately 3.9% from its Net Asset Value of $11,722,603 at
December 31, 2002. The Partnership's subscriptions and redemptions for the
quarter ended March 31, 2003 totaled $26,660 and $528,226, respectively. For the
quarter ended March 31, 2003, the Partnership had revenues comprised of
$3,827,962 in realized gains, ($2,610,024) in change in unrealized losses and
$33,460 in interest income compared to revenues comprised of ($2,229,934) in
realized losses, ($80,906) in change in unrealized losses and $36,973 in
interest income for the same period in 2002. The total income for the first
quarter of 2003 increased by $3,525,265 from the same period in 2002, while
total expenses decreased by $9,588 between these periods. The Net Asset Value
per Unit increased 7.75% from $928.04 at December 31,
13
2002 to $999.96 at March 31, 2003. The Partnership's positive performance for
the quarter ended March 31, 2003 resulted primarily from currencies, petroleum
and U.S. interest rates.
For the reasons described in this Management's Discussion and Analysis, past
performance is not indicative of future results. As a result, any recent
increases in net realized or unrealized trading gains may have no bearing on any
results that may be obtained in the future.
LIQUIDITY
Although there is no public market for the Units, a Limited Partner may redeem
its Units in the Partnership as of any month-end upon ten (10) days' written
notice to the General Partner in the form of a request for redemption.
With respect to the Partnership's trading, in general, the Advisor will trade
only Investments that have sufficient liquidity to enable it to enter and close
out positions without causing major price movements. Notwithstanding the
foregoing, most United States commodity exchanges limit the amount by which
certain commodities may move during a single day by regulations referred to as
"daily price fluctuation limits" or "daily limits." Pursuant to such
regulations, no trades may be executed on any given day at prices beyond daily
limits. The price of a futures contract has occasionally moved the daily limit
for several consecutive days, with little or no trading, thereby effectively
preventing a party from liquidating its position. While the occurrence of such
an event may reduce or effectively eliminate the liquidity of a particular
market, it will not limit ultimate losses and may in fact substantially increase
losses because of this inability to liquidate unfavorable positions. In
addition, if there is little or no trading in a particular futures or forward
contract that the Partnership is trading, whether such illiquidity is caused by
any of the above reasons or otherwise, the Partnership may be unable to execute
trades at favorable prices and/or may be unable or unwilling to liquidate its
position prior to its expiration date, thereby requiring the Partnership to make
or take delivery of the underlying interest of the Investment.
The Partnership's trading also may be impacted by the various conflicts of
interest between the Partnership and the General Partner, the Advisor, the
Broker, and their affiliates.
SAFE HARBOR STATEMENT
The discussions above and under the heading "Item 3. Quantitative and
Qualitative Disclosures About Market Risk" contain certain "forward-looking
statements" (as such term is defined in Section 21E of the Securities Exchange
Act of 1934) that are based on the beliefs of the Partnership, as well as
assumptions made by, and information currently available to, the Partnership.
Words such as "expects," "anticipates" and similar expressions have been used to
identify "forward-looking statements" but are not the exclusive means of
identifying such statements. A number of important factors could cause the
Partnership's actual results, performance or achievements for 2003 and beyond to
differ materially from the results, performance or achievements expressed in, or
implied by, such forward-looking statements. These factors include, without
limitation, risk of failure by third parties to perform according to contract
terms and the factors described elsewhere in this Quarterly Report on Form 10-Q,
including under the heading "Item 3. Quantitative and Qualitative Disclosures
About Market Risk." See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Risk Factors" in our Annual Report on Form
10-K for the year ended December 31, 2002 for further discussion.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Derivative instruments involve varying degrees of off-balance sheet market risk.
Changes in the level or volatility of interest rates or foreign currency
exchange rates or the market values of the financial
14
instruments or commodities underlying such derivative instruments frequently
result in changes in the Partnership's unrealized profit (loss) on such
derivative instruments as reflected in the Statements of Financial Condition
included herein. The Partnership's exposure to market risk is influenced by a
number of factors, including the relationships among derivative instruments held
by the Partnership, as well as the volatility and liquidity of the markets in
which the financial instruments are traded. There has been no material change,
during the three months ended March 31, 2003, in the sources of the
Partnership's exposure to market risk.
The General Partner has procedures in place intended to control the
Partnership's exposure to market risk, although there can be no assurance that
it will, in fact, succeed in doing so. These procedures focus primarily on
monitoring the trading of the Advisor selected from time to time for the
Partnership, calculating the Net Asset Value of the Advisor's respective
Partnership accounts as of the close of business on each day and reviewing
outstanding positions for over-concentrations. While the General Partner will
not itself intervene in the markets to hedge or diversify the Partnership's
market exposure, the General Partner may urge the Advisor to reallocate
positions, or itself reallocate Partnership assets among different Advisors
(although typically only as of the end of a month) in an attempt to avoid
over-concentrations. However, such interventions would be unusual. Except in
cases in which it appears that an Advisor has begun to deviate from past
practice or trading policies or to be trading erratically, the General Partner's
basic risk control procedures consist of the ongoing process of Advisor
monitoring and selection, with the market risk controls being applied by the
Advisor itself.
ITEM 4. CONTROLS AND PROCEDURES
The Partnership maintains a system of internal controls and procedures that are
designed to provide reasonable assurance that information required to be
disclosed by the Partnership in the reports that the Partnership files under the
Act are recorded, processed, summarized and reported within required time
periods. The General Partner's Chief Executive Officer and Chief Financial
Officer have evaluated the effectiveness of the Partnership's disclosure
controls and procedures as of a date within 90 days before the filing of this
quarterly report and have each concluded that as of the evaluation date, such
controls and procedures were effective, in all material respects, to ensure that
required information will be disclosed on a timely basis in our reports filed
under the Act.
Subsequent to the date of the Partnership's evaluation, there have been no
significant changes to the Partnership's internal controls or in other factors
that could significantly affect the Partnership's internal controls.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In June, 1996, the Partnership commenced a private placement of Units in
reliance on the exemptions afforded by, among others, Section 4(2) of the 1933
Act and Rule 506 of Regulation D promulgated thereunder. Units are offered
monthly at a price per Unit equal to the then-current Net Asset Value per Unit
plus a selling commission equal to 5% unless such selling commission is waived
in whole or in part. The minimum subscription is $26,250 for new investors other
than Employee Benefit Plans or $10,500 for Employee Benefit Plans and existing
Limited Partners, which amounts include selling commissions of $1,250 and $500,
respectively.
During the first quarter of 2003, 24.3135 Units were sold for a total of
$26,660.
15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are filed with this Report or
incorporated by reference as set forth below:
Exhibit No. Description
3.1* Amended Certificate of Limited Partnership for the
Fulcrum Fund Limited Partnership.
3.2* Limited Partnership Agreement of the Fulcrum Fund
Limited Partnership, dated June 18, 1996 as amended
December 15, 1997 and further amended October 10,
2000.
10.1** Customer Agreement between the Partnership and
E.D. & F. Man International, Inc., dated
August 27, 1996.
10.2* Cover letter and Model Sub-Advisory
Agreement between The Fulcrum Fund Limited
Partnership and Beacon Management
Corporation dated January 1, 1998.
10.3* Cover letter and Model Sub-Advisory
Agreement between The Dennis Fund Limited
Partnership and Stonebrook Structured
Products, LLC dated January 1, 1998.
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.
* Incorporated herein by reference to the
Partnership's Annual Report on Form 10-K for
the fiscal year ended December 31, 2000.
** Incorporated herein by reference to the
Partnership's Registration Statement on Form
10 dated June 22, 1999.
(b) Reports on Form 8-K
The Partnership did not file any reports on Form 8-K during the first quarter of
2003.
16
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.
THE FULCRUM FUND LIMITED PARTNERSHIP
By: Kenmar Advisory Corp.,
general partner
Dated: May 15, 2003 By: /s/ Kenneth A. Shewer
----------------------------------------
Kenneth A. Shewer
Chairman (Duly Authorized
Officer of the General Partner)
Dated: May 15, 2003 By: /s/ Gary J. Yannazzo
----------------------------------------
Gary J. Yannazzo
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer of
the General Partner)
17
THE FULCRUM FUND LIMITED PARTNERSHIP
CERTIFICATIONS
I, KENNETH A. SHEWER, CHIEF EXECUTIVE OFFICER OF KENMAR ADVISORY CORP., THE
GENERAL PARTNER OF THE FULCRUM FUND LIMITED PARTNERSHIP, CERTIFY THAT:
1. I have reviewed this quarterly report on Form 10-Q of The Fulcrum Fund
Limited Partnership;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and
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 quarterly 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 quarterly report
(the "Evaluation Date"); and
c. presented in this quarterly 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:
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
18
THE FULCRUM FUND LIMITED PARTNERSHIP
6. The registrant's other certifying officer and I have indicated in this
quarterly 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: May 15, 2003
/s/ Kenneth A. Shewer
- ------------------------
Kenneth A. Shewer
Chief Executive Officer
19
THE FULCRUM FUND LIMITED PARTNERSHIP
CERTIFICATIONS
I, GARY J. YANNAZZO, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER OF KENMAR
ADVISORY CORP., THE GENERAL PARTNER OF THE FULCRUM FUND LIMITED PARTNERSHIP,
CERTIFY THAT:
1. I have reviewed this quarterly report on Form 10-Q of The Fulcrum Fund
Limited Partnership;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and
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 quarterly 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 quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly 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:
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
20
THE FULCRUM FUND LIMITED PARTNERSHIP
6. The registrant's other certifying officer and I have indicated in this
quarterly 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: May 15, 2003
/s/ Gary J. Yannazzo
- -------------------------------------------------
Gary J. Yannazzo
Senior Vice President and Chief Financial Officer
21