EVEREST FUND L P - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10K

Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the fiscal year ended Commission File Number 0-17555
December 31, 2004

The Everest Fund, L.P.
(Exact name of registrant as specified in its charter)

Iowa 42-1318186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1100 North 4th Street, Suite 143, Fairfield, Iowa 52556
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (641) 472-5500

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation SK is not contained herein
and will not be contained to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of Form 10K: [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes [ ] No [X]

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant as of June 30, 2004 is $28,960,019.

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Part 1

Item 1. Business

The Everest Fund, L.P. (the "Partnership") is a limited partnership organized on
June 20, 1988 under the Iowa Uniform Limited Partnership Act. The business of
the Partnership is the speculative trading of commodity futures contracts and
other commodity interests, including forward contracts on foreign currencies
(Commodity Interests) either directly or through investing in other, including
subsidiary, partnerships, funds or other limited liability entities. The
Partnership commenced its trading operations on February 1, 1989. Its General
Partner is Everest Asset Management, Inc. (the "General Partner") a Delaware
corporation organized in December, 1987.

The Partnership was initially organized on June 20, 1988 under the name Everest
Energy Futures Fund, L.P. and its initial business was the speculative trading
of Commodity Interests, with a particular emphasis on the trading of
energy-related commodity interests. However, effective September 12, 1991, the
Partnership changed its name to "Everest Futures Fund, L.P." and at the same
time eliminated its energy concentration trading policy. The Partnership
thereafter has traded futures contracts and options on futures contracts on a
diversified portfolio of financial instruments and precious metals as well as
forward contracts on currencies. In November 2003 the Partnership changed its
name to its present form.

The initial public offering of the Partnership's Units of limited partnership
interests (Units) pursuant to a registration statement on Form S-18 and
Prospectus was declared effective and commenced on or about December 6, 1988. On
February 1, 1989, the initial offering period for the Partnership was
terminated, by which time the Net Asset Value of the Partnership was
$2,140,315.74. Beginning February 2, 1989, an extended offering period commenced
which terminated on July 31, 1989, by which time a total of 5,065.681 Units of
Limited Partnership Interest were sold. Effective May, 1995 the Partnership
ceased to report as a public offering. On July 1, 1995 the Partnership
recommenced the offering of its Units as a Regulation D, Rule 506 private
placement, which continues to the present with a total of 56,810.97 additional
Class A Units sold for $107,618,906 and a total of $2,946,627 for 1,198.26 Class
I Units sold since inception (June 4, 2004) through December 31, 2004. 1,162.53
of the Class I Units were transfers from Class A Units, for $2,871,627.

During its operation, the Partnership has had various advisors. In December
1990, John W. Henry & Company, Inc. (JWH) began trading for the Partnership as
one of the Partnership's trading advisors. In May 1994, JWH became the sole
advisor to the Partnership. In March 1996, the Partnership transferred all of
its assets to, and became the sole limited partner of, Everest Futures Fund II,
L.P. (Everest II) and JWH began trading for

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Everest II. In July 2000, the Partnership redeemed approximately 50% of its
assets from Everest II and allocated them to Trilogy Capital Management, LLC's
(Trilogy) Barclay Futures Index Program (BFIP). The Partnership instructed
Trilogy to trade its account using twice the leverage of Trilogy's un-leveraged
portfolio to attempt to achieve a return greater than the return of the Index
before fees and expenses. Effective as of the close of business August 31, 2000,
the Partnership liquidated the balance of its investment in Everest II and
opened a trading account directly with JWH. JWH has used its Financial and
Metals Portfolio while trading for Everest II and the Partnership through June
30, 2001. Beginning July 1, 2001, JWH began trading its Strategic Allocation
Program for the Partnership with a trading allocation of $40 million. Trilogy
was terminated as trading advisor June 30, 2001. Effective September 1, 2001,
Mount Lucas Management Corporation (MLM) was added as trading advisor with an
initial allocation of $10 million. This allocation represented notional funding
for the Partnership. Effective June 12, 2003 JWH began trading its
GlobalAnalyticsR Family of Programs, Worldwide Bond Program and Currency
Strategic Allocation Programs for the Partnership. Mount Lucas Management was
terminated as trading advisor on October 31, 2003. Effective June 4, 2004, the
Partnership introduced a new share category, Class I Units, or Institutional
Units which have an ongoing Offering and Organization fee of 1/12 of 0.10% of
the NAV per unit per month. The Class A Units, (retail shares) continue to be
charged an initial 1% Offering and Organization fee as a reduction to capital.

The Partnership clears all of its futures and options on futures trades through
Cargill Investor Services, Inc. (CIS), its clearing broker, and all of its cash
trading through CIS Financial Services, Inc. (CISFS), an affiliate of CIS.

On September 13, 1996 the Commission accepted a voluntary filing by the
Partnership of a Form 10 - General Form for Registration of Securities, and
public reporting of Units of the Partnership sold as a private placement
commenced at that time and has continued to the present.

Upon fifteen days written notice, a Class A Limited Partner may require the
Partnership to redeem all or part of his Units effective as of the close of
business (as determined by the General Partner) on the last day of any month at
the Net Asset Value thereof on such date. Upon forty-five days written notice, a
Class I Limited Partner may require the Partnership to redeem all or part of his
Units effective as of the close of business of the last day of any quarter at
the Net Asset Value thereof on such date. Notwithstanding the above, pursuant to
the Amended and Restated Agreement of Limited Partnership, the General Partner
may, in its sole discretion, and on ten days' notice, require a Limited Partner
to redeem all or part of his Units in the Partnership as of the end of any
month. There are no additional charges to the Limited Partner at redemption. The
Partnership's Amended and Restated Agreement of Limited Partnership contains a
full description of redemption and distribution procedures.

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Since commencing trading operations, the Partnership has engaged in the
speculative trading of Commodity Interests and will continue to do so until its
dissolution and liquidation, which will occur on the earlier of December 31,
2020 or the occurrence of any of the events set forth in Paragraph 4(a) of the
Agreement of Limited Partnership. Such events are (i) an election to dissolve
the Partnership made by over 50% of the Limited Partnership Units at least 90
days prior to dissolution, (ii) withdrawal, insolvency, or dissolution of the
General Partner (unless a new general partner is substituted), (iii) decline in
the Net Asset Value of the Partnership at the close of any business day to less
than $300,000, or (iv) any event which will make it unlawful for the existence
of the Partnership to be continued or requiring termination of the Partnership.

The address of the General Partner and the Partnership is 1100 North 4th Street,
Suite 143, Fairfield, Iowa 52556, and the telephone number is (641) 472-5500.
The General Partner changed its name as of March 1, 1994 and amended its
Certificate of Incorporation, with no other changes, accordingly. In accordance
with the provisions of the Commodity Exchange Act and the rules of the National
Futures Association (NFA), the General Partner is registered as a commodity pool
operator and a commodity trading advisor, JWH is registered as a commodity
trading advisor and the Commodity Broker is registered as a futures commission
merchant, each subject to regulation by the Commodity Futures Trading Commission
(CFTC). Each is also a member of the NFA in such capacity.

The General Partner to the exclusion of the limited partners of the Partnership
(the "Limited Partners"), manages and conducts the business of the Partnership.
Thus the General Partner (i) selects and monitors the independent commodity
trading advisor(s) and the Commodity Broker; (ii) allocates and/or reallocates
assets of the Partnership to or from JWH and/or the advisor(s); (iii) determines
if an advisor or commodity broker should be removed or replaced; (iv) negotiates
management fees, incentive fees and brokerage commissions; (v) determines its
own compensation with respect to management and administrative fees; and (vi)
performs such other services as the Partnership may from time to time request,
except that all trading decisions are made by JWH and not the General Partner.
In addition, the General Partner selects the commodity broker(s) that will clear
trades for the advisor(s). Cargill Investor Services, Inc. currently acts as
Everest's commodity broker and CIS Financial Services, Inc., an affiliate of
Cargill Investor Services, Inc., acts as Everest's currency dealer.

The General Partner is responsible for the preparation of monthly and annual
reports to the Limited Partners; filing reports required by the CFTC, the NFA,
the SEC and any other federal or state agencies having jurisdiction over the
Partnership's operations; calculation of the Net Asset Value (meaning the total
assets less total liabilities of the Partnership {for a more precise definition,
see the Exhibit "Form 10 - General Form for Registration of Securities"

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incorporated by reference hereto}) and directing payment of the management and
incentive fees payable to JWH or the advisor(s)under an advisory agreement(s)
entered into with the commodity trading advisor(s).

Everest pays the Commodity Broker a brokerage commission charge equal to 0.50%
of the Class A Partnership's Beginning Net Asset Value as of the beginning of
each month (approximately 6.0% annually). Prior to November 1, 2003, the
brokerage commission charge was equal to 0.5166% per month (approximately
6.1875% annually.) Approximately 83% of this amount is rebated by the Commodity
Broker to the General Partner. Effective June 2004, CIS charges the Partnership
monthly brokerage commissions equal to 0.229% (approximately 2.75% annually) of
the partnership's Class I Beginning-of-month Net Asset Value. If there is a
material change in Everest's brokerage commission structure, investors and
Limited Partners will be informed in writing. The Commodity Broker may, in the
future, increase the fee charged to Everest.

The General Partner in turn pays a portion of such amount to the selling agents
as ongoing compensation. In addition, the Partnership reimburses the General
Partner for the actual organization and offering expenses advanced by it, not to
exceed one percent of the Class A Net Asset Value of Units sold. The Partnership
reimburses the General Partner for the actual organization and offering expenses
advanced by it, not to exceed one tenth of one percent of the Class I Net Asset
Value of Units sold annually. Organization and offering expenses shall mean all
expenses incurred by the Partnership or the General Partner in connection with
and in preparation to offer and distribute the Units to investors, including,
but not limited to, expenses for traveling, printing, engraving, mailing,
salaries of employees while engaged in sales activity, charges of transfer
agents, registrars, trustees, escrow holder, depositories, experts, expenses of
qualification of the sales of its securities under state law, including taxes
and fees and accountants' and attorneys' fees.

Everest pays John W. Henry & Company, Inc., its current commodity trading
advisor, a monthly management fee equal to 0.167% (approximately 2% annually) of
Everest's month-end Allocated Assets, as defined, and a quarterly incentive fee
equal to 20% (15% April 1, 1995 through October 1, 2000) of Everest's trading
profits allocable to its trading exclusive of interest income on Allocated
Assets, as defined. The incentive fee is retained by JWH even though trading
losses may occur in subsequent quarters; however, no further incentive fees are
payable until any such trading losses (other than losses attributable to
redeemed units and losses attributable to assets reallocated to another advisor)
are recouped by Everest. Prior to October 1, 2000, the management fee paid to
JWH was 4% annually.

MLM received a monthly management fee of 0.0625% (0.75% annually) of the
Partnership's month-end allocated assets as defined. As MLM used the MLM
Index-Unleveraged, they did not receive an

5

incentive fee. Effective February 2003, the management fee was reduced to
0.04167% (0.50% annually).

Trilogy received a monthly management fee equal to 0.075% (approximately 0.90%
annually) of Everest's month-end allocated assets, as defined. Trilogy did not
receive an incentive fee.

The Commodity Broker has agreed to pay Everest interest on the Everest assets
(including open trade equity) deposited with it during a month at the average of
91-day U.S. Treasury Bills purchased by the Commodity Broker during each month.
The Commodity Broker will retain all excess interest, if any, earned on the
Everest assets, above the amount of interest paid to Everest. The interest rate
to be paid by the Commodity Broker to Everest is a negotiated rate which has
been negotiated between the Commodity Broker and the General Partner. The actual
interest income on Everest's assets earned by the Commodity Broker may be
greater than or less than the negotiated rate to be paid by the Commodity Broker
to Everest. The Commodity Broker will also be responsible for execution and
clearance of futures contracts (and possibly certain other Commodity Interests).

The Partnership pays no selling commission but does pay an ongoing compensation
fee equal to 3% of the Net Asset Value of Class A Units sold, unless waived in
whole or in part by the General Partner, to the selling agents in connection
with the sale of the Units. The Partnership pays no selling commission but does
pay an ongoing compensation fee equal to 1% of the Net Asset Value of Class I
Units sold, unless waived in whole or in part by the General Partner, to the
selling agents in connection with the sale of the Units. The General Partner may
pay up to 100% of the funds it receives from the Commodity Broker to the selling
agents as additional selling commission. The Partnership is obligated to pay its
periodic operating expenses and extraordinary expenses. Although those expenses
will vary depending on the Partnership's size, it is estimated that the periodic
operating expenses will be approximately $65,000 annually. Extraordinary
expenses for these purposes include expenses associated with significant
non-recurring litigation including, but not limited to, class action suits and
suits involving the indemnification provisions of the Agreement of Limited
Partnership or any other agreement to which the Partnership is a party. By their
nature, the dollar amount of extraordinary expenses cannot be estimated. All
expenses shall be billed directly and paid for by the Partnership. The
Partnership's operating expenses for the years 2000-2004 can be found in the
table in Item 6 below.

The Partnership has no Employees. As of December 31, 2004, the General Partner
had 4 employees. Further, the General Partner, in its capacity as a
CFTC-regulated commodity pool operator, contracts certain services of research,
administration, client support and management information systems and analysis
to Capital Management Partners, Inc.(Capital). Capital is a CFTC-regulated
introducing broker, and an NFA member. Capital is also registered with the
National Association of Securities Dealers

6

(NASD) as a broker dealer. As of December 31, 2004 Capital had 11 employees.

The Partnership's business constitutes only one segment for financial reporting
purposes; and the purpose of this limited partnership is to trade, buy, sell,
spread or otherwise acquire, hold or dispose of Commodity Interests including
futures contracts, forward contracts, physical commodities and related options
thereon. The objective of the Partnership's business is appreciation of its
assets through speculative trading in such Commodity Interests. Financial
information about the Partnership's business, as of December 31, 2004 is set
forth under Items 6 and 7 herein.

For a description of commodity trading and its regulation, see the Prospectus
filed on Form S-18 and the Confidential Private Placement Memorandum filed as
part of the Form 10 and included in the exhibits hereto.

The Current Offering

On July 1, 1995 the Partnership reopened for investment as a Regulation D, Rule
506 private placement offering an unlimited amount of limited partnership
interests. On September 19, 1996 the Commission accepted a Form 10 - General
Form for Registration of Securities submitted by the Partnership thereby making
the Partnership a public reporting private placement offering. It also qualified
the Partnership as a "publicly offered security" as defined in the Employee
Retirement Income Security Act of 1974 (ERISA) rules permitted it to accept
investment of an unlimited amount of plan assets as defined in ERISA. Hitherto,
as a private placement the Partnership could accept ERISA plan assets
representing no more than 25% of the total investment in the Partnership. The
limited partnership interests are offered by the Selling Agent and additional
selling agents with a Class A minimum subscription amount of $25,000.(The Class
A minimum subscription amount for employee benefit plans and individual
retirement accounts is $10,000). Class I minimum subscription amount is
$5,000,000.

Competition

JWH and any other advisor(s) of the Partnership, its or their respective
principals, affiliates and employees are free to trade for their own accounts
and to manage other commodity accounts during the term of the Advisory Agreement
and to use the same information and trading strategy which JWH obtains, produces
or utilizes in the performance of services for the Partnership through its
investment in Everest. To the extent that JWH recommends similar or identical
trades to the Partnership and other accounts which it manages, the Partnership
may compete with those accounts for the execution of the same or similar trades.

Other trading advisors who are not affiliated with the Partnership may utilize
trading methods which are similar in

7

some respects to those methods used by JWH, or any other future Partnership's
advisor(s). These other trading advisors could also be competing with the
Partnership for the same or similar trades as requested by the Partnership's
advisor(s).

Item 2. Properties

The Partnership does not utilize any physical properties in the conduct of its
business. The General Partner uses its offices to perform its administrative
functions.

Item 3. Legal Proceedings

In October 2000, there was a discrepancy between the performance of the Barclay
Futures Index Program (BFIP) as traded for the Partnership and the Barclay
Futures Index (BFI). Certain transactions executed by Trilogy on behalf of the
Partnership resulted in a loss of approximately $520,000 that was recorded in
the statement of operations. The General Partner believes that these
transactions were not executed in accordance with the provisions of BFIP and has
demanded that Trilogy reimburse the Partnership for the loss. The parties are
currently attempting to resolve the issue.

Until a final resolution is reached, the parties have agreed that the management
fees otherwise payable to Trilogy under its advisory contract would be applied
as a credit to offset the losses. The offset is not in settlement, partial
settlement, or indemnification of any kind and is without prejudice to any
rights or claims by either side. Beginning in November 2000, and until
approximately July 1, 2001, at which time Trilogy was terminated, all of the
management fees that would otherwise be paid to Trilogy were deposited into a
separate account for the benefit of those limited partners that were limited
partners on November 1, 2000 and to cover the expenses associated with the
collection of the losses. The separate account is not included in the financial
statements of the Partnership. After its termination, Trilogy demanded that such
fees be returned to it. The General Partner rejected Trilogy's demand and is
assessing its options for collection.

A demand for arbitration was filed with the NFA on October 3, 2002. Trilogy has
responded to the demand for arbitration and has counterclaimed for the amount of
$130,210, together with attorney's fees, interest and costs of suit. That figure
represents the amount of management fees, otherwise payable to Trilogy under its
advisory contract, that both parties agreed would be held as a credit to the
Partnership to offset the losses. The General Partner has a letter to that
effect which was signed by the president of Trilogy on January 29, 2001.

The General Partner anticipates a hearing in front of an NFA arbitration panel
in the coming months, but no date has been set for the hearing. At the present
time, the General Partner is unable to determine whether any of the losses will
be recovered.

8

Item 4. Submission of Matters to a Vote of Security Holders

A solicitation of consent to changes in the Agreement of Limited Partnership was
mailed to all Limited Partners in November 2003.

Summary of voting results: 14,662 units approving through consent without
response; 105 units approving through written consent; 62 units opposed.

Summary of matters voted upon:

1) Creation of multiple series for the fund.

2) Wider latitude for the General Partner to make changes in the fund
without seeking consent from the Limited Partners, assuming such
changes do not materially affect the Limited Partners.

PART II

Item 5. Market for Registrant's Units & Related Security Holder Matters

(a) There is no established public market for the Units and none is
expected to develop.

(b) As of December 31, 2004, there were 13,715.42 Class A Units held
by Limited Partners. There were 1,185.94 Class I Units held by Limited Partners
and 12.32 units held by the General partner. A total of 25,266.74 Units were
redeemed by Class A Limited Partners, of which 1,174.87 were transferred to
Class I Units, and 198.49 Class A units were redeemed by the General Partner, of
which 0.42 units were transferred to Class I Units from January 1, 2002 to
December 31, 2004. (There were no Class I redemptions.) The Seventh Amended and
Restated Agreement of Limited Partnership for the Partnership contains a full
description of redemption and distribution procedures.

(c) To date no distributions have been made to partners of the
Partnership.

The Agreement of Limited Partnership does not provide for regular or periodic
cash distributions, but gives the General Partner sole discretion in determining
what distributions, if any, the Partnership will make to its partners. The
General Partner has not declared any such distributions to date, and does not
currently intend to declare any such distributions.

9

Item 6. Selected Financial Data

2000 2001 2002 2003 2004
(In thousands, except amounts per Unit)

1. Operating Revenues $ (186) $ 4,688 $14,528 $ 8,613 $ 5,362
2. Income (Loss) from
Continuing Operations (3,969) 1,284 8,454 $ 4,846 $ 2,466
3. Income (Loss)
Per Unit:A Shares (133.98) 48.46 405.48 184.01 175.60
I Shares 365.10
4. Total Assets 43,075 42,235 43,174 34,590 37,126
5. Long Term Obligations 0 0 0 0 0
6. Cash Dividend per Unit 0 0 0 0 0

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Liquidity and Capital Resources

Most U.S. commodity exchanges limit by regulations the amount of fluctuation in
commodity futures contract prices during a single trading day. These regulations
specify what are referred to as "daily price fluctuation limits" or "daily
limits". The daily limits establish the maximum amount the price of a futures
contract may vary either up or down from the previous day's settlement price at
the end of a trading session. Once the daily limit has been reached in a
particular commodity, no trades may be made at a price beyond the limit.
Positions in the commodity could then be taken or liquidated only if traders are
willing to effect trades at or within the limit during the period from trading
on such day. Because the "daily limit" rule only governs price movement for a
particular trading day, it does not limit losses. In the past, futures prices
have moved the daily limit for numerous consecutive trading days and thereby
prevented prompt liquidation of futures positions one side of the market,
subjecting commodity futures traders holding such positions to substantial
losses for those days.

It is also possible for an exchange or the CFTC to suspend trading in a
particular contract, order immediate settlement of a particular contract, or
direct that trading in a particular contract be for liquidation only.

For the year ended December 31, 2004, Limited Partners redeemed a total of
4,365.50 Class A Units for $9,890,705, of which 1,174.87 units were transferred
to Class I and the General Partner redeemed a total of 0.42 Class A Units for
$1,012. For the year

10

ended December 31, 2003, Limited Partners redeemed a total of 14,709.70 Units
for $35,369,317 and the General Partner redeemed a total of 21.54 Units for
$52,069.

During 2004, investors purchased 3,252.34 Class A Units for $7,327,540 and none
of the units were purchased by the General Partner. 1185.94 Class I Units were
purchased by Limited Partners for $2,920,615. 12.32 Class I Units were purchased
by the General Partner for $26,012.

As of December 31, 2004, Everest had no credit risk exposure to a counterparty
which is a foreign commodities exchange which was material. Everest trades on
recognized global futures exchanges. In addition, over the counter contracts in
the form of forward foreign currency transactions are traded by Everest. As of
December 31, 2004, the Partnership had $6,918,170 on deposit at CISFS. CISFS
does not deal in foreign exchange forwards, but acts as a broker, placing the
trades immediately with large banks having assets in excess of $100 million. At
the settlement date, all transactions with each of the banks are netted and any
excess or deficit is received from or sent to the bank. All of the Partnership's
foreign exchange transactions are transacted in US dollars.

See Footnote 4 of the Financial Statements for procedures established by the
General Partner to monitor and minimize market and credit risks for the
Partnership. The General Partner of Everest, reviews on a daily basis reports of
the performance of Everest, including monitoring of the daily net asset value of
Everest. The financial situation of the Commodity Broker is monitored on a
monthly basis to monitor specific credit risks. The Commodity Broker does not
engage in proprietary trading and thus has no direct market exposure which
provides the general partner with assurance that the Partnership, will not
suffer trading losses through the Commodity Broker.

RESULTS OF OPERATIONS

At December 31, 2004 the Partnership had approximately $33.3 million in Class A
assets and approximately $3 million in Class I assets. The JWH allocation was
approximately $36.3 million.

The Partnership recorded a gain of $2,466,041, or $175.60 per Class A unit, for
the year 2004. That represents a gain of 7.78% for the year. The Partnership
recorded a gain of $365.10 per Class I Unit, which represents a gain of 17.39%
for the period from inception (June 2004) until December 31, 2004.

The Partnership recorded a gain of $2,087,470 or $143.50 per Unit for the first
quarter of 2004. This compares to a gain of $6,420,752 or $311.51 per Unit for
the first quarter of 2003. The first quarter 2004 showed a gain of 6.36% for the
fund.

The Partnership continued to employ John W. Henry & Company, Inc.'s (JWH)
GlobalAnalyticsR Family of Programs, Worldwide Bond

11

Program and Currency Strategic Allocation Program. The Everest Fund, L.P
experienced a gain of 0.54% during January, resulting in a Net Asset Value per
Unit of $2,268.719 as of January 31, 2004.

In January the JWH programs had gains in the fixed income sector, as the
world-wide trend of interest rates continued to move lower. The currency sector
was positive, with the US dollar trend continuing downward against most major
currencies in the first half of the month, then swiftly strengthening against
most currencies later in the month. The agricultural sector was also positive
primarily on the performance of corn, soybeans and New York coffee. Stock
indices were unprofitable as Europe, the US and Japan maintained their upward
trend for most of the month on positive economic growth and a favorable interest
rate environment. The energy sector was also down for the month, especially from
the position in London gas oil. Finally, the metals sector was also down, from
losses in gold.

The Everest Fund, L.P experienced a gain of 6.32% during February, resulting in
a Net Asset Value per Unit of $2,412.208 as of February 29, 2004.

In February JWH had a gain of 6.32%. Interest rates continued to move lower in
G7 nations due to benign inflationary pressures. Energies, with the exception of
natural gas, remained on an upward trend because of supply concerns. The US
dollar, which had been weakening against most major currencies, found strength
mid-month and reversed its five-month downtrend. Base metals continued the
strong move upward due to low inventory levels, while precious metals followed
currencies and reversed course during the month. Despite exhibiting a degree of
volatility on an intra-month basis, most equity indices ended the month close to
unchanged. Profits came from the fixed income sector, agriculturals, energies,
and metals in that order. Currencies were unprofitable.

The Everest Fund, L.P. experienced a loss of 0.51% during March, resulting in a
Net Asset Value per Unit of $2,399.95 as of March 31, 2004.

JWH had a loss of 0.51% in March for the fund. The month was dominated by
increased geopolitical risks, which led to a reduction in the market positions.
In March, the most influential market factors for the fund were the effects of
Japan's fiscal year end. The Bank of Japan, through intervention in foreign
exchange markets, bolstered the US dollar against the Japanese yen, which in
turn propelled Japanese equities and interest rates.

The largest gains came from the agricultural sector with gains in the fall of
cotton prices and gains from the rising prices of grains. The metals sector was
the second most profitable sector with silver and gold moving higher despite the
US dollar strengthening. Energies were also profitable in March with
geopolitical risks and OPEC's policies helping crude oil and related products
maintain lofty price levels. Global stock

12

indices were also positive as most global indices went down in the first half of
the month but recovered in the later half in reaction to favorable economic
data. Profits were posted in the fixed income sector as well, as employment data
sent bond prices higher (and rates lower), with the exception of Japan. The
currency sector was unprofitable with action dominated by the action in the
Japanese yen, orchestrated by the Bank of Japan. March is the Japanese fiscal
year end and the Bank of Japan intervened in the foreign exchange market by
buying over $40 billion US dollars and selling Japanese yen in an effort to
allow Japanese exporters to hedge their US dollar profits at favorable rates for
year end considerations. Most other major currencies traded in a sideways
fashion. The largest losses came in the Japanese yen, the British Pound and the
euro.

During the quarter, additional Units sold consisted of 924.18 limited
partnership units; there were no general partnership units sold during the
quarter. Additional Units sold during the quarter represented a total of
$2,201,716. Investors redeemed a total of 826.69 Units during the quarter and
the General Partner redeemed zero Units. At the end of the quarter there were
14,926.48 Units outstanding (including 0.42 Units owned by the General Partner).

During the fiscal quarter ended March 31, 2004, the Partnership had no credit
exposure to a counterparty, which is a foreign commodities exchange, or to any
counter party dealing in over the counter contracts, which was material.

The Partnership recorded a loss of $6,680,337 or $443.36 per Unit of Class A
Units ($137.75 for Class I Units) for the second quarter of 2004. This compares
to a gain of $230,943 or $18.77 per Unit for the second quarter of 2003. The
second quarter 2004 showed a loss of 18.47% for the fund.

The Partnership continued to employ John W. Henry & Company, Inc.'s (JWH)
GlobalAnalyticsR Family of Programs, Worldwide Bond Program and Currency
Strategic Allocation Program.

The Everest Fund, L.P experienced a loss of 10.26% during April, resulting in a
Net Asset Value per Unit of $2,153.78 as of April 30, 2004. There were two main
themes dominating the financial markets in April. First of all, the emerging
strength of the US economy has led to market speculation that the Federal
Reserve will switch from a neutral stance on interest rates and begin raising
interest rates in the near term. The effects of this have been far reaching
through the financial markets resulting in the strengthening of the US dollar,
rising interest rates and providing tepid support to global equity indices.
Secondly, the country with the fastest growing economy, China, has decided to
rein in growth to avoid creating potentially dangerous financial bubbles like
the ones it faced a decade ago. The China State Council, the highest level of
government in China, has given a mandate to the Peoples Bank of China, the
Chinese Central Bank, to start limiting available credit and raising domestic
interest rates. The result has been a reduced consumption of basic

13

commodities which has diminished the recent vigor in the base metals and grain
markets.

Energies were profitable with the agricultural, fixed-income, currency, stock
indices and metals sectors negative for the month.

The Everest Fund, L.P experienced a loss of 5.06% during May, resulting in a Net
Asset Value per Unit of $2,044.83 as of May 31, 2004. Overall, the fund was down
for the month of May. May's performance can best be described as a transition
period with the greatest influences coming from the same spheres as the previous
month. Improving global economies, particularly the US economy, have created
expectations of central banks embarking on a campaign to raise interest rates to
moderate growth and curtail a possible increase in inflation. Additionally, the
Chinese government continues to try to rein in growth of the world's fastest
growing economy by reducing available domestic credit and money supply, hoping
to gradually cool its overheated economy. These factors have created sufficient
uncertainty in the financial markets, and have prevented strong trends from
emerging. The exceptions are the energy markets which continue to climb higher
due to increased global demand and heightened geopolitical risks. Once again,
the energy sector was positive with the currency, fixed-income, stock indices,
agricultural and metals sectors being negative.

The Everest Fund, L.P Class A experienced a loss of 4.32% during June, resulting
in a Net Asset Value per Unit of $1,956.59 as of June 30, 2004. Overall, the
Fund was negative for the month of June. The second quarter of 2004 has not
produced any meaningful trends with the possible exception of the energy
markets. However, even the energy markets have struggled of late, needing the
full cooperation of OPEC members to increase their production levels to near
capacity to temporarily reverse the upward trend in crude oil prices. The lack
of price trends in other markets is a result of the confusion in financial
markets as analysts attempt to anticipate the major central banks' exit
strategy, from their highly accommodative monetary policy of the past two years,
and the effects on economic growth. Additionally, Chinese government authorities
have been faced with the challenge of slowing the world's fastest growing
economy while avoiding a hard economic landing, which would send shock waves
throughout the world.

The only positive results were posted in the metals and stock indices. The
losses came in the fixed-income, currency, energy and agricultural sectors.

The Everest Fund, L.P Class I experienced a loss of 6.56% during June, resulting
in a Net Asset Value per Unit of $1,961.12 as of June 30, 2004. The fund
introduced a new share category in June 2004. The Class I Units or Institutional
Units are intended for entities who are capable of investing $5 million minimum,
subject to the discretion of the general partner to accept less. The Units were
funded by the general partner and its president and

14

trading began on June 7, 2004. The Class I trading strategy will be materially
the same as that for the Class A Units, although the Class I Units have
generally lower fees.

For Class A, during the quarter, additional Units sold consisted of 1,026.77
limited partnership Units; there were zero general partnership Units sold during
the quarter. Additional Units sold during the quarter represented a total of $
2,146,077. Investors redeemed a total of 1,146.35 Units during the quarter and
the General Partner redeemed zero Units. At the end of the quarter there were
14,806.90 Units outstanding (including 0.42 Units owned by the general partner).

For Class I, during the quarter, Units sold consisted of 23.82 limited
partnership Units; there were 11.91 general partnership Units sold during the
quarter. Units sold during the quarter represented a total of $75,000. Investors
redeemed a total of zero Units during the quarter and the General Partner
redeemed zero Units. At the end of the quarter there were 35.73 Units
outstanding (including 11.91 Units owned by the general partner).

During the fiscal quarter ended June 30, 2004, the Partnership had no credit
exposure to a counterparty, which is a foreign commodities exchange, or to any
counter party dealing in over the counter contracts, which was material.

The Partnership recorded a gain of $1,689,808 or $113.60 per Unit of Class A
Units ($129.94 for Class I Units) for the third quarter of 2004. This compares
to a loss of $2,312,751 or $178.73 per Unit for the third quarter of 2003. The
third quarter 2004 showed a gain of 5.81%% for the fund.

The Partnership continued to employ John W. Henry & Company, Inc.'s (JWH)
GlobalAnalyticsR Family of Programs, Worldwide Bond Program and Currency
Strategic Allocation Program.

Class A Units were positive 2.40% for July 2004 resulting in a Net Asset Value
per Unit of $2,003.64 as of July 31, 2004. The month began with a 25 basis point
rate increase by the Federal Open Market Committee (FOMC). Economic figures,
released throughout the month, continued to provide positive indications for the
US economy. However, most of the data failed to meet market expectations. The
lack of robust economic figures prevented the financial markets from trending in
one direction for any sustained period. In the commodity sector, with the
prospect of an abundant harvest, grain prices continued their steady decline,
which led to gains for the fund. In the energy market, the rally in oil prices
continued throughout July. The market continued to focus on concerns about
supply and demand as well as external issues, such as terrorist attacks in the
Middle East and the problems facing the Russian oil industry.

Class I Units for July 2004 were also positive with a gain of 2.67% resulting in
a Net Asset Value per Unit of $2,013.44. The Class I Units are traded with the
same program as the Class A Units above.

15

Class A Units showed a loss of 3.67% resulting in a Net Asset Value per Unit of
$1,930.18 as of August 31, 2004. Overall, JWH was negative for the month of
August. Fixed-income markets provided the most significant gains for the Fund as
fixed-income prices rallied in response to the weak US unemployment data and
other weaker-than-expected fundamental data. The Fund suffered losses in the
foreign exchange markets which continued to be dominated by short-term flow and
little conviction of a trend.

The fixed-income sector provided significant gains for August 2004 as prices
rallied in Australian, European and the US fixed-income markets. The largest
gains for the month were in the bund and the US 30-year bond. The only losses
for this sector were in the Japanese Government bond and the 3-month eurodollar.
The foreign exchange sector was negative for August, as most foreign exchange
markets failed to sustain any discernible direction. Global Stock Indices have
continued to stay rangebound in 2004 although the month of August showed slight
losses. In spite of good profit reports for many companies, the threat of future
declines has not allowed these markets to gain any traction. The energy sector
was negative for August and the agricultural sector was also negative for
August.

For Class I the fund showed a loss of 3.40% in August. The Net Asset Value per
Unit was $1,944.92 as of August 31, 2004.

Class A Units showed a gain of 7.25% resulting in a Net Asset Value per Unit of
$2,070.19 as of September 30, 2004. The Fund continues to benefit from the
long-term trend towards higher energy prices. For the first time in history, the
benchmark crude oil contract surpassed the $50 per barrel mark in September.
Nascent trends in global fixed-income markets also had a positive impact on
performance. Treasury yields, arguably trading in a counter-intuitive fashion,
fell on the mid and long end of the curve against the backdrop of another 25
basis point rate hike by the U.S. Federal Reserve Board. As we've often seen
during periods of solid JWH performance, factors that may be driving one market
sector to an extreme, coalesce into a central theme that cuts across multiple
asset classes. In September, the surge in energy prices was a clear and dominant
theme that made an impression on a number of different markets. The result was
strong performance for the Fund.

A significant portion of September's gain was directly related to trading in the
energy sector. Rising demand out of Asia, supply disruptions in Iraq, and fears
of terrorism kept prices high. Two other factors also contributed to higher
prices in September - an active hurricane season in the US, and unrest in
Nigeria. The benchmark NYMEX crude oil contract responded to these factors by
rising more than 15% during the month. Fund positions in all energy markets
performed well during the month. Trading in fixed-income markets was also
profitable. Trading in the foreign exchange market continues to be difficult
this year as many of the world's major currencies remain stuck in broad ranges.
While overall trading in this sector was slightly profitable, there were no
significant winners or losers.

16

Opportunities in equity markets have been limited as volatility in many of the
world's stock markets is registering multi-year lows. Hopes are that equity
markets will begin to move after the U.S presidential elections. The Fund
suffered slight losses in most equity trading. Trading in the agriculture
markets was profitable in September.

Class I Units showed a gain of 7.51% resulting in a Net Asset Value per Unit of
$2,091.06 as of September 30, 2004.

For Class A, during the quarter, additional Units sold consisted of 398.57
limited partnership Units; there were zero general partnership Units sold during
the quarter. Additional Units sold during the quarter represented a total of
$797,030. Investors redeemed a total of 402.14 Units during the quarter and the
General Partner redeemed zero Units. At the end of the quarter there were
14,803.33 Units outstanding (including 0.42 Units owned by the general partner).

For Class I, during the quarter, Units sold consisted of zero limited
partnership Units; there were zero general partnership Units sold during the
quarter. Units sold during the quarter represented a total of $0.00. Investors
redeemed a total of zero Units during the quarter and the General Partner
redeemed zero Units. At the end of the quarter there were 35.73 Units
outstanding (including 11.91 Units owned by the general partner).

During the fiscal quarter ended September 30, 2004, the Partnership had no
credit exposure to a counterparty, which is a foreign commodities exchange, or
to any counter party dealing in over the counter contracts, which was material.

The Partnership recorded a gain of $5,362,972 or $361.86 per Class A Unit for
the fourth quarter of 2004. This compares to a gain of $506,932 or $32.46 per
Class A Unit for the fourth quarter of 2003.

The Partnership recorded a gain of $6,128 or $372.90 per Class I Unit for the
fourth quarter of 2004.

Class A Units were a positive 10.93% in October 2004 resulting in a Net Asset
Value of $2,296.49. The Fund continued its strong performance from last month
and posted significant gains in October. The Fund was able to benefit from the
ongoing emergence of longer-term trends in several markets. Until recently, such
trends had been overshadowed by short-term range-bound trading activity. This
simultaneous shift in various markets is a result of a growing instability in
geopolitical events and economic fundamentals acting as dominant market drivers.
October saw the People's Bank of China surprise everyone by raising interest
rates for the first time in nine years. October also brought Osama Bin Laden's
reappearance on video, reviving fears of terrorism during the conclusion of the
US Presidential campaign. Most importantly, the US Presidential campaign and the
uncertainty surrounding its outcome remained the world's focus and a major
catalyst behind the emergence of the weak dollar trend during the month.

17

The currency sector was profitable in October. As a result of the US dollar's
weakness, many currency markets were able to break out of their well-established
trading ranges. The US dollar's decline, which resulted from the uncertainty
surrounding the outcome of the US election, led to profitable currency trades.
Energies were profitable in October. As in September, a portion of the Fund's
gains can be attributed to the energy sector, with various markets setting new
all time highs. Supply concerns continued to focus on the instability in the
Middle East.

The fixed-income markets were profitable for the Fund in October. US, European,
and Japanese yields on long-term instruments all trended lower during the month,
enabling the Fund to profit in various markets. During October, global equity
markets traded in broad ranges without any appearance of trends forming.
Short-term trading continued to dominate the markets. The markets remained
focused on the US Presidential election as a catalyst to break out of their
ranges. As a result, positive performance in the All Ords index was not enough
to offset the losses from the Nikkei, leaving this sector slightly negative for
the month. Trading in the agricultural markets was slightly unprofitable in
October. The market received confirmation of a strong USDA crop report,
reinforcing declining prices. October saw the metals market suffer a setback to
its bullish trend. The sell-off, which happened to coincide with the metals
industry's annual gathering in London (LME week), resulted in negative
performance for the Fund early in the month.

Overall, performance in October was positive as many currencies moved out of
well-established ranges. With the US presidential election concluded, and an
element of uncertainty resolved, there may be a potential increase in risk
taking in the market and more focus on economic data and other fundamental
factors. It is impossible to know how this will affect world exchange rates.
Nevertheless, JWH will continue to participate in current trends and stand ready
to take advantage of new opportunities as they are presented.

Class I Units were a positive 11.13% resulting in a Net Asset Value of $2,323.72
as of October 31, 2004.

Class A Units showed a gain of 6.40% in November 2004 resulting in a Net Asset
Value of $2,443.36. The Fund continued to build on its strong performance
exhibited in recent months and posted substantial gains in November. With an end
to the uncertainty surrounding the outcome of the US Presidential election, and
a lack of any terrorist activity, the markets once again focused on
fundamentals. Furthermore, the emergence of new economic data from the United
States and Europe, as well as some Central Bank activity and statements,
permitted some emerging trends and some already well-established trends to
develop further. The US dollar continued to weaken to record lows. The effects
of which were seen throughout various world markets.

18

A significant portion of the Fund's gains were directly related to trading in
the currency sector. The weakness of the US dollar against other major world
currencies not only continued throughout the month of November, it even
accelerated. The dollar reached record lows versus the euro and multi-year lows
against most other currencies, including the British pound, Swiss franc, and
Japanese yen.

The reelection of President Bush, and the lack of any terrorist activity during
the election, helped to lift the uncertainty that had plagued the world equity
markets. November saw global stock indices gaining momentum, allowing the Fund
to benefit. With a combination of the weaker US dollar, the growing current
account deficit in the US, and increased demand for gold, metals have continued
to trend higher. Notably, the Fund continued to benefit from the new highs set
in gold throughout the month. Furthermore, the strength seen in the silver
markets added to the Fund's positive performance.

Trading in the agricultural markets was profitable during the month. The largest
gains were made in NY coffee, while the largest loss was in soybeans. Trading in
the fixed-income markets was unprofitable. On November 10th, as expected, the
Federal Reserve Board raised the Fed Funds rate another quarter percentage point
to 2.0%. This and other news during the month helped to drive US interest rates
higher. Positions in longer-term bond contracts in Europe were profitable.

The Fund saw losses in various energy sectors as the markets retreated from
recent all time highs. While not all data released during the month was negative
for energies, overall, the upward trend in the sector suffered a setback during
the month. All sector components were negative, with the largest loss coming
from natural gas.

Overall, performance in November was impressive and showed the potential of
JWH's approach to the markets. As we approach the end of the year, the currency
and energy markets look as if they may continue to be the driving force behind
market movements. We look forward to December as we have often found that trends
started in November carry over through the end of the year. As new trends
continue to form, JWH will be ready to act on any potential opportunities that
may arise.

Class I Units showed a gain of 6.30% resulting in a Net Asset Value of
$2,470.17.

Class A Units showed a loss of 0.46% in December 2004, resulting in a Net Asset
Value of $2,432.05. The Fund's performance was slightly negative in December as
some profitable trends slowed while others seemingly reversed. The Fund
continued to benefit from the weakness in the US dollar, the rate at which the
greenback fell slowed, as speculation grew over the possibility of European and
Japanese central bank intervention. Nonetheless, the dollar's weakness remained
the dominant factor driving most market sectors during the month. On the other
hand, the fall in energy prices from recent all-time highs and the increase in
the

19

sector's volatility during the month also added to the Fund's unprofitable
performance.

Trading in the foreign exchange market continued to be profitable in December.
Trading in equities was profitable during the month as the S&P 500 and Dow Jones
Industrial Average rose to their highest levels since 2001. Trading in the
energy sector negatively affected the Fund's performance in December as crude
oil fell to its lowest level in more than four months. Trading in the
fixed-income markets was difficult during the month of December, as increased
volatility in both the currency and energy sectors spilled over to the debt
markets, negatively affecting the Fund's performance. Trading in metals sector
was negative during the month as the US dollar's instability and economic data
reports influenced trading. Gold hurt performance as it suffered its biggest
decline in more than a year after trading near record highs. Gold's decline was
due to speculation over the prospects of continued dollar weakening. Trading in
the agricultural sector was slightly negative, as no single market stood out.

Overall, the currency and energy sectors drove performance and dominated most
other asset classes traded. Looking ahead, the performance of the US dollar and
the energy sector will remain the key catalysts of market moves. We are
confident that JWH will remain vigilant by watching for, and potentially
participating in, any trends that may emerge.

Class I Units showed a loss of 0.25% resulting in a Net Asset Value of $2,463.97

For Class A, during the quarter, additional Units sold consisted of 902.82
limited partnership Units; there were zero general partnership Units sold during
the quarter. Additional Units sold during the quarter represented a total of
$2,182,717. Investors redeemed a total of 1,990.32 Units during the quarter and
the General Partner redeemed 0.42 Units. At the end of the quarter there were
13,715.42 Units outstanding (including zero Units owned by the general partner).

For Class I, during the quarter, Units sold consisted of 1159.68 1162.12 limited
partnership Units; there were 0.41 general partnership Units sold during the
quarter. Units sold during the quarter represented a total of $ 2,871,627.
Investors redeemed a total of zero Units during the quarter and the General
Partner redeemed zero Units. At the end of the quarter there were 1,198.26 Units
outstanding (including 12.32 Units owned by the general partner).

We believe that the Fund did well in 2004, especially compared to the rest of
the managed futures industry. The Barclay CTA Index of over 300 advisors was
estimated at a gain of 3.66% for 2004 and the Everest Fund Class A was more than
double that at 7.78%.

Since the commencement of trading on February 1, 1989 the

20

Partnership has experienced a cumulative Class A gain of 145.58% through
December 31, 2004. For further discussion and analysis of financial condition
please refer to the Notes to the Combined Financial Statements attached hereto.

See Footnote 4 of the Financial Statements for procedures established by the
General Partner to monitor and minimize market and credit risks for the
Partnership. In addition to the procedures set out in Footnote 4, the General
Partner reviews on a daily basis reports of the Partnership's performance,
including monitoring of the daily net asset value of the Partnership. The
General Partner also reviews the financial situation of the Partnership's
Clearing Broker on a monthly basis. The General Partner relies on the policies
of the Clearing Broker to monitor specific credit risks. The Clearing Broker
does not engage in proprietary trading and thus has no direct market exposure,
which provides the General Partner assurance that the Partnership will not
suffer trading losses through the Clearing Broker.

Inflation

Inflation does have an effect on commodity prices and the volatility of
commodity markets; however, inflation is not expected to have an adverse effect
on the Partnership's operations or assets.

Item 7(A). Quantitative and Qualitative Disclosures About Market Risk

Introduction

Past Results Are Not Necessarily Indicative of Future Performance

The Partnership is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the main line of business of the Partnership.

Market movements result in frequent changes in the fair market value of the open
positions of the Partnership and, consequently, in its earnings and cash flow.
The market risk of the Partnership is influenced by a wide variety of factors,
including the level and volatility of interest rates, exchange rates, equity
price levels, the market value of financial instruments, the diversification
effects among the open positions of the Partnership and the liquidity of the
markets in which it trades.

The Partnership can acquire and/or liquidate both long and short positions in a
wide range of different financial and metals markets. Consequently, it is not
possible to predict how a particular future market scenario will affect
performance, and

21

the past performance of the Partnership is not necessarily indicative of its
future results.

Value at Risk is a measure of the maximum amount which the Partnership could
reasonably be expected to lose in a given market sector. However, the inherent
uncertainty of the Partnership's speculative trading and the recurrence in the
markets traded by the Partnership of market movements far exceeding expectations
could result in actual trading or non-trading losses far beyond the indicated
Value at Risk or the experience of the Partnership to date (i.e., "risk of
ruin"). In light of the foregoing as well as the risks and uncertainties
intrinsic to all future projections, the inclusion of the quantification
included in this section should not be considered to constitute any assurance or
representation that the losses of the Partnership in any market sector will be
limited to Value at Risk or by the attempts of the Partnership to manage its
market risk.

Standard of Materiality

Materiality as used in this section, "Qualitative and Quantitative Disclosures
About Market Risk," is based on an assessment of reasonably possible market
movements and the potential losses caused by such movements, taking into account
the leverage, optionality and multiplier features of the market sensitive
instruments of the Partnership.

Quantifying the Trading Value at Risk of the Partnership

Qualitative Forward-Looking Statements

The following quantitative disclosures regarding the market risk exposures of
the Partnership contain "forward-looking statements" within the meaning of the
safe harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934). All
quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical
fact.

The risk exposure of the Partnership in the various market sectors traded by the
commodity trading advisor is quantified below in terms of Value at Risk. Due to
the mark-to-market accounting of the Partnership, any loss in the fair value of
the Partnership's open positions is directly reflected in the earnings (realized
or unrealized) of the Partnership and cash flow (at least in the case of
exchange-traded contracts in which profits and losses on open positions are
settled daily through variation margin).

Exchange maintenance margin requirements have been used by the Partnership as
the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair

22

value of any given contract in 95%-99% of any one-day intervals. The maintenance
margin levels are established by dealers and exchanges using historical price
studies as well as an assessment of current market volatility (including the
implied volatility of the options on a given futures contract) and economic
fundamentals to provide a probabilistic estimate of the maximum expected
near-term one-day price fluctuation. Maintenance margin has been used rather
than the more generally available initial margin, because initial margin
includes a credit risk component which is not relevant to Value at Risk.

In the case of market sensitive instruments which are not exchange traded
(almost exclusively currencies in the case of the Partnership), the margin
requirements for the equivalent futures positions have been used as Value at
Risk. In those rare cases in which a futures-equivalent margin is not available,
margins of the dealers have been used.

In quantifying the Value at Risk of the Partnership, 100% positive correlation
in the different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been aggregated to determine each the aggregate Value at Risk for each
trading category. The diversification effects resulting from the fact that the
positions of the Partnership are rarely, if ever, 100% positively correlated
have not been reflected.

The Trading Value at Risk in Different Market
Sectors of the Partnership

The following table indicates the trading Value at Risk associated with the open
positions of the Partnership by market category as of December 31, 2004. All
open position trading risk exposures of the Partnership have been included in
calculating the figures set forth below. As of December 31, 2004, the total
capitalization of the Partnership was approximately $36.3 million.

December 31, 2004
% of Total
Market Sector Value at Risk Capitalization

Interest Rates 1.72 4.73%%
Currencies 2.15 5.93%%
Stock Indices 0.24 0.67%
Precious Metals 0.06 0.17%
Commodities 0.38 1.05%
Energies 0.11 0.31%
------------- -----
Total $4.66 million 12.86%

23

Material Limitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by the Partnership is
typically many times the applicable maintenance margin requirement (maintenance
margin requirements generally ranging between approximately 1% and 10% of
contract face value) as well as many times the capitalization of the
Partnership. The magnitude of the open positions of the Partnership creates a
"risk of ruin" not typically found in most other investment vehicles. Because of
the size of its positions, certain market conditions that are unusual, but
historically recurring from time to time, could cause the Partnership to incur
severe losses over a short period of time. The foregoing Value at Risk table, as
well as the past performance of the Partnership, give no indication of this
"risk of ruin."

Non-Trading Risk

The Partnership has non-trading market risk on its foreign cash balances not
needed for margin. However, these balances (as well as any market risk they
represent) are immaterial.

The Partnership holds a portion of its assets in cash on deposit with CIS and
CISFS with the remainder on deposit with Horizon Cash Management, LLC. (Horizon)
in short term, highly liquid investments. The Partnership has cash flow risk on
these cash deposits because if interest rates decline, so will the interest paid
out by CIS and CISFS at the 90-day Treasury bill rate. In addition, should short
term interest rates decline, so will the interest earnings for assets on deposit
with Horizon. The Partnership assets managed by Horizon are deposited in an
account in the custodial department of the Northern Trust Company., and invested
in U.S. government securities and other interest-bearing obligations at the
direction of Horizon. Horizon is responsible for the investment management of
the assets of the Partnership not deposited with CIS as margin monies or held in
partnership operating accounts. Horizon is registered with the Securities and
Exchange Commission (SEC) as an investment adviser. Horizon may invest in U.S.
government securities and other instruments as permitted by the Agreement.
Horizon receives an annual fee of 0.25% payable monthly on the assets it
manages. However, Horizon only receives its service fee if the accrued monthly
interest income earned on the assets of the Partnership managed by Horizon
exceeds the 91-day U.S. Treasury Bill rate. As of December 31, 2004, the
Partnership had approximately $35 million in cash on deposit with CIS, CISFS and
Horizon.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the market risk exposures of the
Partnership, except for (i) those disclosures that are statements of historical
fact and (ii) the descriptions of how the Partnership and the Trading Advisor
manage the primary market risk exposures of the Partnership, constitute
forward-looking statements within the meaning of

24

Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. The primary market risk Exposures of the Partnership as well as the
strategies used and to be used by the Trading Advisor for managing such
exposures are subject to numerous uncertainties, contingencies and risks, any
one of which could cause the actual results of the risk controls of the
Partnership to differ materially from the objectives of such strategies.
Government interventions, defaults and expropriations, illiquid markets, the
emergence of dominant fundamental factors, political upheavals, changes in
historical price relationships, an influx of new market participants, increased
regulation and many other factors could result in material losses as well as in
material changes to the risk exposures and the risk management strategies of the
Partnership. There can be no assurance that the current market exposure and/or
risk management strategies of the Partnership will not change materially or that
any such strategies will be effective in either the short- or long-term.
Investors must be prepared to lose all or substantially all of their investment
in the Partnership.

The following were the primary trading risk exposures of the Partnership as of
December 31, 2004, by market sector.

Interest Rates. Interest rate risk is a major market exposure of the
Partnership. Interest rate movements directly affect the price of the sovereign
bond positions held by the Partnership and indirectly the value of its stock
index and currency positions. Interest rate movements in one country as well as
relative interest rate movements between countries materially impact the
profitability of the Partnership. The primary interest rate exposure of the
Partnership is to interest rate fluctuations in the United States and the other
G-7 countries. However, the Partnership also takes positions in the government
debt of smaller nations - e.g., Australia. The General Partner anticipates that
G-7 interest rates will remain the primary market exposure of the Partnership
for the foreseeable future. The changes in interest rates which have the most
effect on the Partnership are changes in long-term, as opposed to short-term,
rates. Most of the speculative positions held by the Partnership are in medium
to long-term instruments. However, since February 2000, the JWH program added a
European short rate, the Euribor, which is closely tied to the actions of the
European Central Bank. This was done to add short term interest rate
diversification.

Currencies. The currency exposure of the Partnership is to exchange rate
fluctuations, primarily fluctuations which disrupt historical pricing
relationships between different currencies and currency pairs. These
fluctuations are influenced by interest rate changes as well as political and
general economic conditions. The Partnership trades in a large number of
currencies, including cross-rates - i.e., positions between two currencies other
than the U.S. dollar. However, the Partnership's major exposures have typically
been in the dollar/yen, dollar/Euro, dollar/Swiss franc, dollar/Australian
dollar and dollar/pound positions. The General Partner does not

25

anticipate that the risk profile of the Partnership's currency sector will
change significantly in the future. The currency trading Value at Risk figure
includes foreign margin amounts converted into U.S. dollars with an incremental
adjustment to reflect the exchange rate risk inherent to the dollar-based
Partnership in expressing Value at Risk in a functional currency other than
dollars.

Stock Indices. The primary equity exposure of the Partnership is to equity price
risk in the G-7 countries. The stock index futures traded by the Partnership are
by law limited to futures on broadly based indices. Ordinarily the primary
exposures are in the FTSE (England), Nikkei (Japan) and All Ordinaries
(Australia) stock indices. However, in February 2000, the JWH firm added the
German DAX Index Futures. The General Partner anticipates little trading in
non-G-7 stock indices. The Partnership is primarily exposed to the risk of
adverse price trends or static markets in the major U.S., European and Japanese
indices. (Static markets would not cause major market changes but would make it
difficult for the Partnership to avoid being "whipsawed" into numerous small
losses.)

Metals. The metals market exposure of the Partnership is to fluctuations in the
price of gold and silver (precious metals) and the base metals of copper,
aluminum, zinc, and nickel at JWH.

Commodities. The exposure to commodities of the Partnership from JWH GAP
includes corn, soybeans, soybean meal, soybean oil, wheat, and the softs of
coffee, cotton, and sugar. as well as a full complement of other agricultural
commodities.

Energy. The exposure of the Partnership to energy contracts in the JWH GAP is
heating oil, unleaded gasoline, crude oil natural gas and others.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the only non-trading risk exposures of the Partnership as of
December 31, 2004.

Foreign Currency Balances. The primary foreign currency balances of the
Partnership are in Japanese yen, Euros, British pounds and Australian dollars.
The Partnership controls the non-trading risk of these balances by regularly
converting these balances back into dollars (no less frequently than twice a
month).

Cash Position. The Partnership holds a portion of its assets in cash at CIS and
CISFS, earning interest at 90% of the average 90-day Treasury bill rate for
Treasury bills issued during each month. The remainder is held at Horizon in
short term liquid investments.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The General Partner monitors the performance of the Partnership and the
concentration of its open positions, and consults with

26

the commodity trading advisor concerning the overall risk profile of the
Partnership. If the General Partner felt it necessary to do so, the General
Partner could require the commodity trading advisor to close out individual
positions as well as entire programs traded on behalf of the Partnership.
However, any such intervention would be a highly unusual event. The General
Partner primarily relies on the commodity trading advisor's own risk control
policies while maintaining a general supervisory overview of the Partnership's
market risk exposures.

Risk Management

JWH attempts to control risk in all aspects of the investment Process - from
confirmation of a trend to determining the optimal exposure in a given market,
and to money management issues such as the startup or upgrade of investor
accounts. JWH double checks the accuracy of market data, and will not trade a
market without multiple price sources for analytical input. In constructing a
portfolio, JWH seeks to control overall risk as well as the risk of any one
position, and JWH trades only markets that have been identified as having
positive performance characteristics. Trading discipline requires plans for the
exit of a market as well as for entry. JWH factors the point of exit into the
decision to enter (stop loss). The size of the JWH positions in a particular
market is not a matter of how large a return can be generated but of how much
risk it is willing to take relative to that expected return.

To attempt to reduce the risk of volatility while maintaining the potential for
excellent performance, proprietary research is conducted on an ongoing basis to
refine the JWH investment strategies. Research may suggest substitution of
alternative investment methodologies with respect to particular contracts; this
may occur, for example, when the testing of a new methodology has indicated that
its use might have resulted in different historical performance. In addition,
risk management research and analysis may suggest modifications regarding the
relative weighting among various contracts, the addition or deletion of
particular contracts from a program, or a change in position size in relation to
account equity. The weighting of capital committed to various markets in the
investment programs is dynamic, and JWH may vary the weighting at its discretion
as market conditions, liquidity, position limit considerations and other factors
warrant.

JWH may determine that risks arise when markets are illiquid or erratic, such as
may occur cyclically during holiday seasons, or on the basis of irregularly
occurring market events. In such cases, JWH at its sole discretion may override
computer-generated signals and may at times use discretion in the application of
its quantitative models, which may affect performance positively or negatively.

Adjustments in position size in relation to account equity have been and
continue to be an integral part of the JWH investment strategy. At its
discretion, JWH may adjust the size of a position in relation to equity in
certain markets or entire

27

programs. Such adjustments may be made at certain times for some programs but
not for others. Factors which may affect the decision to adjust the size of a
position in relation to account equity include ongoing research, program
volatility, assessments of current market volatility and risk exposure,
subjective judgment, and evaluation of these and other general market
conditions.

Item 8. Financial Statements and Supplementary Data

Reference is made to the financial statements and the notes thereto attached to
this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

Part III

Item 10. Directors and Executive Officers of the Registrant.

The General Partner, Everest Asset Management, Inc., is the sole General Partner
and commodity pool operator of the Partnership. It is a Delaware corporation
incorporated in 1987, is and has been registered with the CFTC as a commodity
pool operator since July 1, 1988 and is and has been a member of the National
Futures Association since that date. Its address is 1100 North 4th Street, Suite
143, Fairfield, Iowa 52556 and its telephone number is (641) 472-5500.

The officers and directors of the General Partner as of December 31, 2004 are
listed below:

Peter Lamoureux. Mr. Lamoureux, (born in 1950), has been President, Treasurer
and Secretary of the General Partner since November 1996. He joined the General
Partner and Capital Management Partners, Inc., a selling agent and affiliate of
the Partnership, in 1991 and has had primary responsibility for Partnership
syndication since October 1994. Prior to joining the General Partner, Mr.
Lamoureux was Manager of Refined Products with United Fuels International, Inc.,
an energy brokerage firm in Waltham, Massachusetts. He received his B.S. in
Education from Rhode Island College, R.I.

The General Partner does not trade commodities for its own account but its
principals may. Because of their confidential nature, records of such trading
will not be available to Limited Partners for inspection.

There have been no material criminal, civil or administrative actions during the
preceding five years or ever against the General Partner or its principals.

28

Item 11. Executive Compensation.

The Partnership has no directors or executive officers. As a limited
partnership, the business of the Partnership is managed by its General Partner
which is responsible for the administration of the business affairs of the
Partnership and receives the compensation described in Item 1 "Business" hereof.
The officers and directors of the General Partner receive no compensation from
the Partnership for acting in their respective capacities with the General
Partner.

Item 12. Security Ownership of Certain Owners and Management.

(a) As of December 31, 2004 the following persons were known to the
Partnership to own beneficially more than 5% of the outstanding
Units:

Amount and Nature
Title of of Beneficial Percent
Class Name and Address Ownership of Class
- -------- --------------------------------- ----------------- --------

Class I James H. Henry Family Trust 400.29 Units, 33.39%
P.O. Box 1675, Gastonia, NC 28053 owned directly

Class I George F Henry III 245.58 Units, owned
P.O. Box 1675, Gastonia, NC 28053 directly 20.54%

Class I William S. Henry 119.38 Units, owned
P.O. Box 1675, Gastonia, NC 28053 directly 9.99%

Class I J.W. Quinn Family Trust 293.07 Units, owned
P.O. Box 995, Gastonia, NC 28053 directly 24.52%

Class I Chamales Foundation 60.61 Units, owned
359 N. Bristol, Los Angeles, CA 90049 directly 5.07%

(b) As of December 31, 2004, management ownership was:

Amount and Nature
Title of of Beneficial Percent
Class Name Ownership of Class
- -------- ----------------------------- ----------------- --------

Class I Everest Asset Management, Inc 12.32 Units, owned
directly 1.03%

Class I Peter Lamoureux 26.26 Units, owned
directly 2.19%

(c) As of December 31, 2004, no arrangements were known to the
Partnership, including no pledge by any person of Units of the Partnership or
shares of the General Partner or the affiliates of the General Partners, such
that a change in control

29

of the Partnership may occur at a subsequent date.

Item 13. Certain Relationships and Related Transactions.

(a) None other than the compensation arrangements described
herein.

(b) None.

(c) None.

(d) The Partnership filed Registration Statements on Form S-18 and
Form 10, therefore this information is not required to be included.

Part IV

Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a) The following documents are included herein:

(1) Financial Statements:

a. Report of Independent Registered Public Accounting Firm.
(Independent Auditor's Report)

b. Statements of Financial Condition as of December 31, 2004
and 2003.

c. Statements of Operations and Statements of Changes in
Partners' Equity for the years ended December 31, 2004, 2003,
and 2002.

d. Notes to Financial Statements.

e. Schedule of Investments as of December 31, 2004 and 2003.

(2) All financial statement schedules have been omitted because the
information required by the schedules is not applicable, or because the
information required is contained in the financial statements included
herein or the notes thereto.

(3) Exhibits:

See the Index to Exhibits annexed hereto.

(b) Reports of Form 8-K:

None.

30

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date: March 1, 2005 The Everest Fund, L.P.

By: Everest Asset Management, Inc.
(General Partner)

By: /s/ Peter Lamoureux
Peter Lamoureux, President
Secretary, Treasurer, and Director

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 Partnership and
in the capacities and on the date indicated.

Date: March 1, 2005

By: /s/ Peter Lamoureux
Peter Lamoureux, President,
Secretary, Treasurer, and Director

31

Index to Exhibits:

Exhibit
No. Description

3.4 Amended and Restated Agreement of Limited Partnership dated as of
May 1, 1995.

10.5 Advisory Contract between the Partnership, the General Partner and
John W. Henry & Company, Inc. dated December 1, 1990.

10.6 Amendment to Advisory Contract between the Partnership, the General
Partner and John W. Henry & Company, Inc. dated April 1, 1995.

10.9 Certificate of Limited Partnership for Everest Futures Fund II L.P.
dated March 15, 1996.

10.10 Limited Partnership Agreement for Everest Futures Fund II L.P. dated
as of March 29, 1996.

28.1 Confidential Private Placement Memorandum and Disclosure Document
dated August 21, 1996.

Notes to the Exhibits:

Exhibits 3.4, 10.5, 10.6, 10.9, 10.10 and 28.1 are incorporated by reference to
the Partnership's Form 10 accepted on September 19, 1996.

The Exhibits referenced above bear the exhibit numbers corresponding to those
indicated in the Partnership's Registration Statements.

Number of Attached Exhibits

None.

EVEREST FUND, L.P.
(formerly Everest Futures Fund, L.P.)
(An Iowa Limited Partnership)
FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2004,
2003 AND 2002

EVEREST FUND, L.P.

(formerly Everest Futures fund, L.P.)
(An Iowa Limited Partnership)

TABLE OF CONTENTS

Page
----

Report of Independent Registered Public Accounting Firm 2

Financial Statements:
Statements of Financial Condition, December 31, 2004 and 2003 3

Statements of Operations, Years Ended December 31, 2004, 2003 and 2002 4

Statements of Changes in Partners' Capital, Years Ended December 31, 2004,
2003 and 2002 5

Schedule of Investments, December 31, 2004 6

Schedule of Investments, December 31, 2003 7

Notes to Financial Statements 8

Acknowledgement 13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
Everest Fund, L.P. (formerly Everest Futures Fund, L.P.)

We have audited the accompanying statement of financial condition, including the
condensed schedule of investments, of Everest Fund, L.P. (An Iowa Limited
Partnership), (the "Partnership") as of December 31, 2004 and 2003, and the
related statements of operations and changes in partners' capital for the years
ended December 31, 2004, 2003 and 2002. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 Everest Fund, L.P. (An Iowa
Limited Partnership) as of December 31, 2004 and 2003, and the results of its
operations and changes in partners' capital for the years ended December 31,
2004, 2003 and 2002, in conformity with accounting principles generally accepted
in the United States of America.

/s/ SPICER JEFFRIES LLP
Greenwood Village, Colorado
January 28, 2005

EVEREST FUND, L.P.

(FORMERLY EVEREST FUTURES FUND, L.P.)

(An Iowa Limited Partnership)

STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31 DECEMBER 31,
------------- -------------
2004 2003
---- ----

ASSETS

Cash and cash equivalents $ 24,898,966 $ 28,394,512
Equity in Cargill Investor Services, Inc. trading accounts:
Cash 9,890,324 4,480,683
Net unrealized trading gains on open contracts 2,213,429 1,670,155
Interest receivable 122,859 44,467
------------- -------------

TOTAL ASSETS $ 37,125,578 $ 34,589,817
============= =============

LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:
Redemptions payable $ 483,500 $ 898,770
Commissions payable 141,451 143,319
Advisor management fee payable 59,145 56,183
Accrued expenses 47,319 30,705
Incentive fee payable 85,111 -
------------- -------------

TOTAL LIABILITIES 816,526 1,128,977
------------- -------------

PARTNERS' CAPITAL:
General Partner, A shares - 0 and 0.42 units outstanding - 938
General Partner, I shares - 12.32 and 0 units outstanding 30,360 -
Limited Partners, A shares - 13,715.42 and 14,828.57
units outstanding 33,356,576 33,459,902
Limited Partners, I shares - 1185.94 and 0 units outstanding 2,922,116 -
------------- -------------

TOTAL PARTNERS' CAPITAL 36,309,052 33,460,840
------------- -------------

TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 37,125,578 $ 34,589,817
============= =============

The accompanying notes are an integral part of these statements.

3

EVEREST FUND, L.P.

(FORMERLY EVEREST FUTURES FUND, L.P.)

(An Iowa Limited Partnership)

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

2004 2003 2002
------------ ----------- -----------

TRADING INCOME:
Net realized trading gain on closed contracts $ 4,432,830 $11,820,247 $10,740,775
Change in net unrealized trading gain (loss)
on open contracts 492,388 (3,759,776) 3,036,849
Net foreign currency translation gain (loss) (24,707) 111,596 13,908
Brokerage commissions (1,927,802) (2,160,598) (2,413,505)
------------ ----------- -----------

NET TRADING INCOME 2,972,709 6,011,469 11,378,027

Interest income, net of cash management fees 461,372 441,270 737,211
------------ ----------- -----------

TOTAL INCOME 3,434,081 6,452,739 12,115,238
------------ ----------- -----------

EXPENSES:
Management fees 655,103 841,768 951,117
Incentive fees 240,161 712,054 2,645,119
Administrative expenses 72,776 53,041 64,613
------------ ----------- -----------

TOTAL EXPENSES 968,040 1,606,863 3,660,849
------------ ----------- -----------

NET INCOME $ 2,466,041 $ 4,845,876 $ 8,454,389
============ =========== ===========

NET INCOME PER UNIT OF PARTNERSHIP INTEREST (PER
UNIT OF A SHARES OUTSTANDING THROUGHOUT EACH YEAR) $ 175.60 $ 184.01 $ 405.48
============ =========== ===========

NET INCOME PER UNIT OF PARTNERSHIP INTEREST (PER
UNIT OF I SHARES OUTSTANDING SINCE INCEPTION) $ 365.10 $ - $ -
============ =========== ===========

The accompanying notes are an integral part of these statements.

4

EVEREST FUND, L.P.

(FORMERLY EVEREST FUTURES FUND, L.P.)

(An Iowa Limited Partnership)

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

LIMITED GENERAL LIMITED GENERAL
UNITS PARTNERS PARTNER UNITS PARTNERS PARTNER
A SHARES A SHARES A SHARES I SHARES I SHARES I SHARES TOTAL
----------- ------------- ----------- ---------- ---------- ----------- -------------

BALANCES, December 31, 2001 25,105.88 $ 41,519,565 $ 330,874 - $ - $ - $ 41,850,439

Additional Units Sold 1,875.77 3,846,131 - - - 3,846,131

Redemptions (6,367.96) (11,104,729) (325,526) - - - (11,430,255)

Net income 8,413,995 40,394 - - - 8,454,389
----------- ------------- ----------- ---------- ---------- ----------- -------------

BALANCES, December 31, 2002 20,613.69 42,674,962 45,742 - - - 42,720,704

Additional Units Sold 8,946.65 21,315,647 - - - - 21,315,647

Redemptions (14,731.35) (35,369,318) (52,069) - - - (35,421,387)

Net income 4,838,611 7,265 - - - 4,845,876
----------- ------------- ----------- ---------- ---------- ----------- -------------

BALANCES, December 31, 2003 14,828.99 33,459,902 938 - - - 33,460,840

Additional Units Sold 3,252.34 7,327,540 - 35.73 49,734 24,987 7,402,261

Redemptions (3,190.62) (7,020,090) - - - - (7,020,090)

Transfers Between Classes (1,175.29) (2,870,615) (1,012) 1,162.53 2,870,615 1,012 -

Net income 2,459,839 74 - 1,767 4,361 2,466,041
----------- ------------- ----------- ---------- ---------- ----------- -------------

BALANCES, December 31, 2004 13,715.42 $ 33,356,576 $ - 1,198.26 $2,922,116 $ 30,360 $ 36,309,052
=========== ============= =========== ========== ========== =========== =============

Net asset value per unit
January 1, 2004
(June 4, 2004 for I shares) $ 2,256.45 $ 2,256.45 $ 2,098.87 $ 2,098.87

Net profit (loss) per unit 175.60 175.60 365.10 365.10
------------- ----------- ---------- -----------

Net asset value per unit
December 31, 2004 $ 2,432.05 $ 2,432.05 $ 2,463.97 $ 2,463.97
============= =========== ========== ===========

The accompanying notes are an integral part of these statements.

5

EVEREST FUND, L.P.

(FORMERLY EVEREST FUTURES FUND, L.P.)

(An Iowa Limited Partnership)

CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004

MARKET % OF
EXPIRATION NUMBER OF VALUE PARTNERS'
DATES CONTRACTS (OTE) CAPITAL
------------ --------- ------------ ---------

LONG POSITIONS:

FUTURES POSITIONS
Interest rates Mar - Sep 05 1,040 $ (176,773) -0.49%
Metals Feb 05 84 (90,720) -0.25%
Energy Mar 05 76 4,375 0.01%
Agriculture Mar 05 75 367,346 1.01%
Indices Mar 05 76 104,275 0.29%
------------ ------
208,503 0.57%
FORWARD POSITIONS
Currencies Mar 05 2,359,473 6.50%
------------ ------
Total long positions 2,567,976 7.07%
------------ ------

SHORT POSITIONS:

FUTURES POSITIONS
Interest rates Mar 05 20 (1,875) -0.01%
Energy Mar 05 28 66,680 0.18%
Agriculture Mar - May 05 443 60,605 0.17%
Indices Mar 05 14 (90,207) -0.25%
------------ ------
35,203 0.10%
FORWARD POSITIONS
Currencies Mar 05 (389,750) -1.07%
------------ ------
Total short positions (354,547) -0.97%
------------ ------
Total open contracts 2,213,429 6.09%

CASH AND CASH EQUIVALENTS 24,898,966 68.58%
CASH ON DEPOSIT WITH BROKERS 9,890,324 27.24%
LESS LIABILITIES IN EXCESS OF OTHER ASSETS (693,667) -1.91%

NET ASSETS $ 36,309,052 100.00%
============ ======

The accompanying notes are an integral part of these statements.

6

EVEREST FUND, L.P.

(FORMERLY EVEREST FUTURES FUND, L.P.)

(An Iowa Limited Partnership)

CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2003

MARKET % OF
EXPIRATION NUMBER OF VALUE PARTNERS'
DATES CONTRACTS (OTE) CAPITAL
------------ --------- ------------ ---------

LONG POSITIONS:
FUTURES POSITIONS

Interest rates Mar - Sep 04 530 $ (117,961) -0.35%
Metals Feb - Mar 04 180 431,400 1.29%
Energy Mar 04 235 174,704 0.52%
Agriculture Mar 04 280 71,028 0.21%
Currencies Dec 04 105 15,275 0.05%
Indices Mar 04 35 36,089 0.11%
------------ -------
610,535 1.82%
FORWARD POSITIONS

Currencies Mar 04 1,327,609 3.97%
------------ -------
Total long positions 1,938,144 5.79%
------------ -------

SHORT POSITIONS:

FUTURES POSITIONS
Indices Mar 04 8 (49,918) -0.15%

FORWARD POSITIONS
Currencies Mar 04 (218,071) -0.65%
------------ -------
Total short positions (267,989) -0.80%
------------ -------
TOTAL OPEN CONTRACTS 1,670,155 4.99%

CASH AND CASH EQUIVALENTS 28,394,512 84.86%
CASH ON DEPOSIT WITH BROKERS 4,480,683 13.39%
LESS LIABILITIES IN EXCESS OF OTHER ASSETS (1,084,510) -3.24%
------------ -------
NET ASSETS $ 33,460,840 100.00%
============ =======

The accompanying notes are an integral part of these statements

7

EVEREST FUND, L.P.

(formerly Everest Futures Fund, L.P.)
(An Iowa Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

NOTE 1- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Everest Fund, L.P., formerly Everest Futures Fund, L.P. (An Iowa Limited
Partnership"), (the "Partnership) is a limited partnership organized in June
1988, under the Iowa Uniform Limited Partnership Act (the "Act") for the purpose
of engaging in the speculative trading of commodity futures and options thereon
and forward contracts (collectively referred to as "Commodity Interests"). The
sole General Partner of the Partnership is Everest Asset Management, Inc. (the
"General Partner"). The Partnership clears futures and options on futures trades
through Cargill Investor Services, Inc. ("CIS" or the "Clearing Broker") and
forward trading through CIS Financial Services, Inc. ("CISFS" or the "Forwards
Currency Broker") (collectively referred to as the "Brokers").

On July 1, 1995, the Partnership recommenced its offering under a Regulation D,
Rule 506 private placement. The private placement offering is continuing at a
gross subscription price per unit equal to net asset value (NAV) per unit, plus
an organization and offering cost reimbursement fee payable to the General
Partner, and an on going compensation fee equal to 3% of the net asset value of
Class A Units sold. The Class A Units (retail shares) continue to be charged an
initial 1% Offering and Organization fee as a reduction to capital.

Effective June 4, 2004, the Partnership introduced a new share category, Class I
Units or Institutional Units which have an ongoing Offering and Organization fee
of 1/12 of 0.10% of the NAV per unit (as defined) per month. The private
placement offering is continuing at a gross subscription price per unit equal to
net asset value per unit, plus an organization and offering cost reimbursement
to the General Partner, and an on going compensation fee equal to 1% of the net
asset value of Class I Units sold.

CASH AND CASH EQUIVALENTS

Cash equivalents represent short-term highly liquid investments with maturities
of 90 days or less and include money market accounts, securities purchased under
agreements to resell, commercial paper, and U.S. Government and agency
obligations with variable rate and demand features that qualify them as cash
equivalents. These cash equivalents, with the exception of securities purchased
under agreement to resell, are stated at amortized cost, which approximates fair
value. Securities purchased under agreements to resell, with overnight maturity,
are collateralized by U.S. Government and agency obligations, and are carried at
the amounts at which the securities will subsequently be resold plus accrued
interest.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year
classifications.

REVENUE RECOGNITION

Commodity futures contracts, forward contracts, physical commodities, and
related options are recorded on the trade-date basis. All such transactions are
recorded on the identified cost basis and marked to market daily. Unrealized
gains and losses on open contracts reflected in the statements of financial
condition represent the difference between original contract amount and market
value (as determined by exchange settlement prices for futures contracts and
related options and cash dealer prices at a predetermined time for forward
contracts, physical commodities, and their related options) as of the last
business day of the year or as of the last date of the financial statements.

The Partnership earns interest on 100% of the Partnership's average monthly cash
balance on deposit with the Brokers at a rate equal to the average 91-day
Treasury bill rate for U.S. Treasury bills issued during that month.

8

EVEREST FUND, L.P.

(formerly Everest Futures Fund, L.P.)
(An Iowa Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 1- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NET INCOME PER UNIT OF PARTNERSHIP INTEREST

NET INCOME PER UNIT OF PARTNERSHIP INTEREST IS THE DIFFERENCE BETWEEN THE NET
ASSET VALUE PER UNIT AT THE BEGINNING AND END OF EACH PERIOD FOR BOTH CLASS A
AND CLASS I UNITS.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The financial instruments held by the Company are reported in the statements of
financial condition at market or fair value, or at carrying amounts that
approximate fair value, because of their highly liquid nature and short-term
maturity.

FOREIGN CURRENCY TRANSLATION

Assets and liabilities denominated in foreign currencies are translated at the
prevailing exchange rates as of the valuation date. Gains and losses on
investment activity are translated at the prevailing exchange rate on the date
of each respective transaction while year-end balances are translated at the
year-end currency rates. Realized and unrealized foreign exchange gains or
losses are included in trading income in the statements of operations.

INCOME TAXES

No provision for income taxes has been made in the accompanying financial
statements as each partner is responsible for reporting income (loss) based upon
the pro rata share of the profits or losses of the Partnership.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

NOTE 2- LIMITED PARTNERSHIP AGREEMENT

The Limited Partners and General Partner share in the profits and losses of the
Partnership in proportion to the number of units or unit equivalents held by
each. However, no Limited Partner is liable for obligations of the Partnership
in excess of their capital contribution and profits, if any, and such other
amounts as they may be liable for pursuant to the Act. Distributions of profits
are made solely at the discretion of the General Partner.

Responsibility for managing the Partnership is vested solely in the General
Partner. The General Partner has delegated complete trading authority to an
unrelated party (see Note 3).

Limited Partners may cause any or all of their units to be redeemed as of the
end of any month at the month end net asset value on fifteen days' prior written
notice to the Partnership, (for Class I Units, as of the end of any quarter on
forty-five days' notice), or such lesser period as is acceptable to the
Partnership. Although the Agreement does not permit redemptions for the first
six months following a Limited Partner's admission to the Partnership, the
Agreement does permit the Partnership to declare additional regular redemption
dates. The Partnership will be dissolved on December 31, 2020, or upon the
occurrence of certain events, as specified in the Limited Partnership agreement.

9

EVEREST FUND, L.P.

(formerly Everest Futures Fund, L.P.)
(An Iowa Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 3- CONTRACTS AND AGREEMENTS

John W. Henry & Company, Inc. (JWH) began trading its Strategic Allocation
Program with a trading allocation of $40 million on July 1, 2001. JWH receives a
monthly management fee equal to 0.167% (2% annually) of the Partnership's
month-end net asset value, (as defined), and a quarterly incentive fee of 20% of
the Partnership's new net trading profits, (as defined). The incentive fee is
retained by JWH even though trading losses may occur in subsequent quarters;
however, no further incentive fees are payable until any such trading losses
(other than losses attributable to redeemed units and losses attributable to
assets reallocated to another advisor) are recouped by the Partnership.

Effective September 1, 2001, Mount Lucas Management Corporation ("MLM") was
added as a trading advisor with an initial allocation of $10 million. This
allocation represented notional funding for the Partnership. MLM received a
monthly management fee of 0.0625% (0.75% annually) of the Partnership's
month-end allocated assets (as defined). Effective February 2003, the management
fee was reduced to 0.04167% (0.50% annually). As MLM uses the MLM Index -
Unleveraged, they do not receive an incentive fee. MLM was terminated effective
October 31, 2003.

Beginning in June 2003, JWH began trading JWH Global Analytics Program ("GAP");
Currency Strategic Allocation Program ("CSAP") and Worldwide Bond Program
("WBP") with a trading allocation of $27 million.

Effective November 2003, CIS charges the Partnership monthly brokerage
commissions equal to 0.50% of the Partnership's Class A beginning-of-month net
asset value. From May 2002 through October 2003, CIS charged the Partnership
monthly brokerage commissions of either 0.5104% or 0.5156%, depending on the
total amount which the Partnership had allocated to trading, including notional
funding. Prior to May 2002, CIS charged the Partnership monthly brokerage
commissions equal to 0.5052% of the Partnership beginning-of-month net asset
value, (as defined). Prior to September 1, 2001, the monthly brokerage
commission was 0.5%. The General Partner receives a management fee of
approximately 83% of the brokerage commission charged by CIS. Effective June
2004, CIS charges the Partnership monthly brokerage commissions equal to 0.229%
of the Partnership's Class I beginning-of month-net asset value (as defined).
Net brokerage commissions are recorded in the statements of operations as a
reduction of trading income and the amounts paid to the General Partner are
recorded as management fees.

As of December 31, 2004 and 2003, JWH's allocation was approximately $36.3 and
$33.5 million, respectively. and MLM's was approximately $0 and $26.6 million of
notional funding, respectively. The General Partner may replace or add trading
advisors at any time.

Approximately 99% of cash and cash equivalents at December 31, 2004 and 2003 are
funds deposited with a commercial bank and invested under the direction of
Horizon Cash Management, Inc. (Horizon). Horizon receives a monthly cash
management fee equal to 1/12 of .25% (.25% annually) of the average daily assets
under management if the accrued monthly interest income earned on the
Partnership's assets managed by Horizon exceeds the 91-day U.S. Treasury bill
rate.

NOTE 4- FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES

The Partnership engages in the speculative trading of U.S. and foreign futures
contracts, options on U.S. and foreign futures contracts, and forward contracts
("collectively derivatives"). These derivatives include both financial and
non-financial contracts held as part of a diversified trading strategy. 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.

10

EVEREST FUND, L.P.

(formerly Everest Futures Fund, L.P.)
(An Iowa Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 4- FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES
(Concluded)

The purchase and sale of futures and options on futures contracts requires
margin deposits with a Futures Commission Merchant ("FCM"). Additional deposits
may be necessary for any loss on contract value. The Commodity Exchange Act
("The CEAct") requires an FCM to segregate all customer transactions and assets
from the FCM's proprietary activities.

A customer's cash and other property such as U.S. Treasury Bills, deposited with
an FCM are considered commingled with all other customer funds subject to the
FCM's segregation requirements. In the event of an FCM'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 the total of cash and other
property deposited.

The Partnership has cash on deposit with an interbank market maker in connection
with its trading of forward contracts. In the event of the interbank market
maker's insolvency, recovery of the Partnership assets on deposit may be limited
to account insurance or other protection afforded such deposits. In the normal
course of business, the Partnership does not require collateral from such
interbank market maker. Because forward contracts are traded in unregulated
markets between principals, the Partnership also assumes a credit risk, the risk
of loss from counter party non-performance.

For derivatives, risks arise from changes in the market value of the contracts.
Theoretically, the Partnership is exposed to a market risk equal to the value of
futures and forward contracts purchased and unlimited liability on such
contracts sold short. As both a buyer and seller of options, the Partnership
pays or receives a premium at the outset and then bears the risk of unfavorable
changes in the price of the contract underlying the option.

Net trading income as reflected in the statement of operations reflects the net
gain arising from the Partnership's speculative trading of futures contracts,
options on futures contracts, and forward contracts.

The Limited Partners bear the risk of loss only to the extent of the net asset
value of their Partnership units.

NOTE 5- TRADING DISCREPANCY

Effective August 1, 2000, Trilogy Capital Management, LLC ("Trilogy") was added
as a trading advisor. Trilogy was terminated effective June 30, 2001. Trilogy
received a monthly management fee of 0.075% (0.9% annually) of the Partnership's
month-end allocated assets as defined and did not receive an incentive fee.

In October 2000, there was a discrepancy between the performance of the Barclay
Futures Index Program ("BFIP") as traded for the Partnership and the Barclay
Futures Index (BFI). Certain transactions executed by Trilogy on behalf of the
Partnership resulted in a loss of approximately $520,000 that was recorded in
the statement of operations. The General Partner believes that these
transactions were not executed in accordance with the provisions of BFIP and has
demanded that Trilogy reimburse the Partnership for the loss. The parties are
currently attempting to resolve the issue.

Until a final resolution is reached, the parties have agreed that the management
fees otherwise payable to Trilogy under its advisory contract would be applied
as a credit to offset the losses. The offset is not in settlement, partial
settlement, or indemnification of any kind and is without prejudice to any
rights or claims by either side. Beginning in November 2000, and until
approximately July 1, 2001, at which time Trilogy was terminated, all of the
management fees that would otherwise be paid to Trilogy were deposited into a
separate account for the benefit of those limited partners that were limited
partners on November 1, 2000 and to cover the expenses associated with the
collection of the losses. The separate account is not included in the financial
statements of the Partnership. After its termination, Trilogy demanded that such
fees be returned to it. The General Partner rejected Trilogy's demand and is
assessing its options for collection.

11

EVEREST FUND, L.P.

(formerly Everest Futures Fund, L.P.)
(An Iowa Limited Partnership)

NOTES TO FINANCIAL STATEMENTS
(Continued)

NOTE 5- TRADING DISCREPANCY (Continued)

A demand for arbitration was filed with the NFA on October 3, 2002. Trilogy has
responded to the demand for arbitration and has counterclaimed for the amount of
$130,210, together with attorney's fees, interest and costs of suit. That figure
represents the amount of management fees, otherwise payable to Trilogy under its
advisory contract, that both parties agreed would be held as a credit to the
Partnership to offset the losses. The General Partner has a letter to that
effect which was signed by the president of Trilogy on January 29, 2001.

The General Partner anticipates a hearing in front of an NFA arbitration panel
in the coming months, but no date has been set for the hearing. At the present
time, the General Partner is unable to determine whether any of the losses will
be recovered.

NOTE 6- FINANCIAL HIGHLIGHTS

The following financial highlights show the Partnership's financial performance
for the years ended December 31, 2004, 2003 and 2002. This information has been
derived from information presented in the financial statements.

I SHARES A SHARES
----------- -------------------------------------
2004 2004 2003 2002
----------- ---------- ---------- ---------

PER UNIT OPERATING PERFORMANCE (1):

Total income $ 407.73 $ 240.93 $ 245.03 $ 581.06
Total expenses (42.63) (65.33) (61.02) (175.58)
----------- ---------- ---------- ----------

Net increase in net asset value 365.10 175.60 184.01 405.48
Net asset value, beginning of year
(inception for I shares) 2,098.87 $ 2,256.45 2,072.44 1,666.96
----------- ---------- ---------- ----------
Net asset value, end of year $ 2,463.97 $ 2,432.05 2,256.45 $ 2,072.44
=========== ========== ========== ==========

SELECTED FINANCIAL STATISTICS AND RATIOS:

Total return (2) (4) 10.05% 7.78% 8.88% 24.32%
=========== ========== ========== ==========

Ratio to average net assets:
Trading Income 2.16% 10.64% 18.45% 30.69%
Expenses, not including incentive fee (1.40) (2.24) (2.55) (2.57)
Incentive fees (3) 0.44 (0.75) (2.04) (6.70)
Total expenses (0.96) (2.99) (4.59) (9.27)
Net income 1.20 7.64 13.86 21.42

(1) Selected data for a unit of beneficial interest outstanding throughout the
year, or since inception for I shares.

(2) An individual partner's total returns and ratios may vary from the above
returns based on the timing of contributions and withdrawals.

(3) Incentive fees accrued on units held as A shares were reversed due to
losses after those units were transferred to I shares, resulting in a
negative incentive fee for I shares.

(4) I Shares have been annualized.

12

EVEREST FUND, L.P.
(formerly Everest Futures Fund, L.P.)
(An Iowa Limited Partnership)

ACKNOWLEDGEMENT
YEARS ENDED DECEMBER 31, 2003, 2002, AND 2001

Acknowledgement
To the best of my knowledge and belief, the information contained here is
accurate and complete.

/s/Peter Lamoureux
- ---------------------------------------
President
Everest Asset Management, Inc.
General Partner of Everest Fund, L.P.
(formerly Everest Futures Fund, L.P.)

13