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EX-31.1 - EXHIBIT 31.1 - Endeavor Emerging Opportunities Fund, LPexh31_1.htm
 


 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2014
 
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For the Transition Period From ____ TO___
 
Commission File No. 000-53118
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP

Delaware
20-8870560
(a Delaware Partnership)
(I.R.S. Employer
 
Identification No.)
 
4647 Saucon Creek Road, Suite 205
Center Valley, PA 18034
(610) 366-3922
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
YES
     X     
NO ______ 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes        X           No     ______
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer   ______
Accelerated Filer  ______
Non-accelerated filer   ______
Smaller Reporting Company        X     
         (do not check if a Smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
YES
______
NO         X    

 
 

 

ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
INDEX TO FORM 10-Q
 
PART I – FINANCIAL INFORMATION
 
   
Item 1.
Financial Statements
 
 
Statements of Financial Condition
 
 
Condensed Schedules of Investments
 
 
Statements of Income (Loss)
 
 
Statements of Changes in Partners’ Capital (Net Asset Value)
 
 
Notes to Financial Statements
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
Item 4.
Controls and Procedures
 
 
PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings
 
Item 1A.
Risk Factors
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
Item 3.
Defaults Upon Senior Securities
 
Item 4.
Mine Safety Disclosures
 
Item 5.
Other Information
 
Item 6.
Exhibits
 
 
 
 
2

 

 
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
STATEMENTS OF FINANCIAL CONDITION
As of June 30, 2014 (Unaudited) and December 31, 2013
_______________



    June 30,     December 31,  
ASSETS
 
2014
   
2013
 
Equity in futures trading accounts:
           
Due from brokers (including margin deposits of
           
$3,936 for 2014 and $96,206 for 2013)
  $ 10,450     $ 373,093  
Net unrealized (losses) on open futures contracts
    (3,938 )     (83,373 )
      6,512       289,720  
Cash and cash equivalents
    1,322,076       1,842,293  
Prepaid selling agent fees
    -       422  
Due from General Partner
    -       972  
TOTAL ASSETS
  $ 1,328,588     $ 2,133,407  
LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
               
LIABILITIES
               
Redemptions payable
  $ 113,440     $ 174,358  
Other accrued expenses
    14,424       12,134  
Accrued management fees
    -       1,591  
TOTAL LIABILITIES
    127,864       188,083  
PARTNERS’ CAPITAL (NET ASSET VALUE)
               
Limited partners – Investor Class (1,614.2410 and 2,050.5079
               
fully redeemable units at June 30, 2014 and
               
December 31, 2013, respectively)
    913,918       1,278,905  
Limited partners – Institutional Class – Series 1 (308.0913 and 440.6578
               
fully redeemable units at June 30, 2014 and
               
December 31, 2013, respectively)
    227,245       353,089  
Limited partners – Institutional Class – Series 2 (85.5911 and 420.9192
               
fully redeemable units at June 30, 2014 and
               
December 31, 2013, respectively)
    58,370       312,037  
General partner – Institutional Class – Series 3 (0.4716
               
fully redeemable units at June 30, 2014 and
               
December 31, 2013)
    1,191       1,293  
TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)
    1,200,724       1,945,324  
TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
  $ 1,328,588     $ 2,133,407  

See Notes to Financial Statements.
 
3

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
CONDENSED SCHEDULES OF INVESTMENTS
As of June 30, 2014 (Unaudited)
_______________
 
LONG FUTURES CONTRACTS
           
     
Unrealized
   
% of
 
     
Gain
   
Partners’
 
 
Futures Industry Sector  
(Loss), Net
   
Capital*
 
 
Metals
  $ (5,369 )     (0.447 )%
 
Total long futures contracts
  $ (5,369 )     (0.447 )%
                   
SHORT FUTURES CONTRACTS
               
     
Unrealized
   
% of
 
     
Gain
   
Partners’
 
  Futures Industry Sector  
(Loss), Net
   
Capital*
 
 
Metals
  $ 1,431       0.119 %
 
Total short futures contracts
  $ 1,431       0.119 %
 
Total futures contracts
  $ (3,938 )     (0.328 )%
                   
                   
*No single contract’s value exceeds 5% of Partners’ Capital
               
 
See Notes to Financial Statements.
 
4

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)
As of December 31, 2013
_______________

LONG FUTURES CONTRACTS
           
     
Unrealized
   
% of
 
     
Gain
   
Partners’
 
  Futures Industry Sector  
(Loss), Net
   
Capital*
 
 
Commodities
  $ (28,664 )     (1.473 )%
 
Metals
    (123,195 )     (6.333 )%
 
Total long futures contracts
  $ (151,859 )     (7.806 )%
                   
SHORT FUTURES CONTRACTS
               
     
Unrealized
   
% of
 
     
Gain
   
Partners’
 
 
Futures Industry Sector  
(Loss), Net
   
Capital*
 
 
Commodities
  $ 28,050       1.442 %
 
Metals
    40,436       2.079 %
 
Total short futures contracts 
  $ 68,486       3.521 %
 
Total futures contracts
  $ (83,373 )     (4.285 )%
                   
                   
*No single contract’s value exceeds 5% of Partners’ Capital
         

 
See Notes to Financial Statements.
 
5

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
STATEMENTS OF INCOME (LOSS)
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________
 
       
Three Months Ended
   
Six Months Ended
 
       
June 30,
   
June 30,
 
       
2014
   
2013
   
2014
   
2013
 
NET INVESTMENT (LOSS)
                       
 
Income:
                       
   
Interest income
  $ 142     $ 40     $ 364     $ 480  
                                     
 
Expenses:
                               
   
Brokerage commissions, flat-rate
    -       35,894       -       76,246  
   
Management fees
    4,789       24,490       13,709       53,461  
   
Portfolio construction management fees
    2,719       -       6,134       -  
   
Marketing fees
    1,254       -       2,830       -  
   
Selling agent fees
    7,974       -       15,841       -  
   
Professional fees
    47,513       37,300       62,049       56,863  
   
Accounting, administrative fees and other expenses
    4,819       10,232       9,556       20,766  
   
  Total expenses
    69,068       107,916       110,119       207,336  
   
  Net investment (loss)
    (68,926 )     (107,876 )     (109,755 )     (206,856 )
                                     
TRADING PROFITS (LOSSES)
                               
 
Profits (losses) on trading of commodity futures contracts:
                               
   
Net realized (losses) on closed contracts
    (11,018 )     (436,379 )     (110,310 )     (298,488 )
   
Change in net unrealized gains on open contracts
    11,018       295,640       79,435       348,761  
   
Brokerage commissions, trading
    -       -       (7,106 )     -  
   
  Net trading profits (losses)
    -       (140,739 )     (37,981 )     50,273  
NET (LOSS)
  $ (68,926 )   $ (248,615 )   $ (147,736 )   $ (156,583 )
                                     
NET (LOSS) PER UNIT                                
 
(based on weighted average number of units outstanding during the period)
                               
   
Investor Class
  $ (29.26 )   $ (55.47 )   $ (57.36 )   $ (36.34 )
   
Institutional Class – Series 1
  $ (30.72 )   $ (60.97 )   $ (61.74 )   $ (36.95 )
   
Institutional Class – Series 2
  $ (30.36 )   $ (61.34 )   $ (56.59 )   $ (28.36 )
   
Institutional Class – General Partner – Series 3
  $ (110.26 )   $ (216.32 )   $ (216.28 )   $ (141.68 )
                                     
 
See Notes to Financial Statements.
 
6

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)
For the Six Months Ended June 30, 2014
(Unaudited)
_______________
 
   
Partners' Capital (Net Asset Value)
 
               
Institutional Class
       
                                       
Series 3
       
   
Investor Class
   
Series 1
   
Series 2
   
General Partner
       
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Total
 
Balances at January 1, 2014
    2,050.5079     $ 1,278,905       440.6578     $ 353,089       420.9192     $ 312,037       0.4716     $ 1,293     $ 1,945,324  
Redemptions
    (436.2669 )     (256,379 )     (132.5665 )     (100,000 )     (335.3281 )     (240,485 )     -       -       (596,864 )
Net (loss)
    -       (108,608 )     -       (25,844 )     -       (13,182 )     -       (102 )     (147,736 )
Balances at June 30, 2014
    1,614.2410     $ 913,918       308.0913     $ 227,245       85.5911     $ 58,370       0.4716     $ 1,191     $ 1,200,724  
 
   
Net Asset Value Per Unit
 
         
Institutional Class
 
                     
Series 3
 
   
Investor Class
   
Series 1
   
Series 2
   
General Partner
 
January  1, 2014
  $ 623.70     $ 801.28     $ 741.32     $ 2,741.73  
June 30, 2014
  $ 566.16     $ 737.59     $ 681.96     $ 2,525.45  

See Notes to Financial Statements.
 
7

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE) (CONTINUED)
For the Six Months Ended June 30, 2013
 (Unaudited)
_______________

 
                                                 
   
Partners' Capital (Net Asset Value)
 
               
Institutional Class
       
                                        Series 3        
    Investor Class     Series 1     Series 2     General Partner        
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Units
   
Amount
   
Total
 
Balances at January 1, 2013
    2,881.6996     $ 2,197,738       1,023.4918     $ 974,083       1,374.2865     $ 1,221,733       0.4633     $ 1,508     $ 4,395,062  
Additions
    -       -       7.4289       7,181       -       -       0.0043       16       7,197  
Redemptions
    (638.7910 )     (496,618 )     (70.0925 )     (69,022 )     (699.1257 )     (620,433 )     -       -       (1,186,073 )
Net (loss)
    -       (89,275 )     -       (37,116 )     -       (30,126 )     -       (66 )     (156,583 )
Balances at June 30, 2013
    2,242.9086     $ 1,611,845       960.8282     $ 875,126       675.1608     $ 571,174       0.4676     $ 1,458     $ 3,059,603  
   
Net Asset Value Per Unit
 
         
Institutional Class
 
                     
Series 3
 
   
Investor Class
   
Series 1
   
Series 2
   
General Partner
 
January  1, 2013
  $ 762.65     $ 951.73     $ 888.99     $ 3,254.91  
June 30, 2013
  $ 718.64     $ 910.80     $ 845.98     $ 3,118.05  

See Notes to Financial Statements.
 
8

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________

1.                 BASIS OF PRESENTATION
 
 
The interim financial statements of Endeavor Emerging Opportunities Fund, LP (formerly Bridgeton Global Directional Fund, LP and RFMC Global Directional Fund, LP) (the “Partnership”), included herein, have been prepared by us without audit according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and Rule 8-03 of Regulation S-X may be omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC. The Partnership follows the same accounting policies in the preparation of interim reports as set forth in the annual report. In the opinion of management, the financial statements reflect all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the financial position, results of operations and changes in partners’ capital for the interim periods presented. The results of operations for the three and six months ended June 30, 2014 and 2013 are not necessarily indicative of the results to be expected for a full year or for any other period.
 
2.                 PARTNERSHIP ORGANIZATION
 
The Partnership, a Delaware limited partnership, was organized on March 19, 2007 and commenced trading operations on August 1, 2007. The Partnership is an Investment Company that follows the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (the Codification) Topic 946 - Financial Services - Investment Companies. The Partnership’s business is to trade, buy, sell or otherwise acquire, hold or dispose of commodity futures contracts, options on physical commodities and on commodity futures contracts, forward contracts, and instruments that may be the subject of a futures contract, including equities, indices and sectors ("Commodity Interests"), and any rights pertaining thereto and to engage in all activities incident thereto. The Partnership may also invest in entities (including without limitation other partnerships, separate managed accounts, exchange traded funds or other types of funds) that primarily trade in exchange traded securities, options on exchange traded securities, exchange traded funds, or Commodity Interests. The objective of the Partnership is the appreciation of its assets through speculative trading.
 
From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane”, or the "General Partner" for periods prior to March 1, 2011), was the sole general partner of the Partnership. From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton”, or the "General Partner" for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane. Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership. The General Partner of the Partnership is registered as a Commodity Pool Operator and a Commodity Trading Advisor with the Commodity Futures Trading Commission (CFTC). The General Partner is required by the Limited Partnership Agreement, as amended and restated, (the “Agreement”) to contribute $1,000 to the Partnership.
 
In accordance with the Agreement, the Partnership offers limited partnership interests through a private offering pursuant to Regulation D as adopted under section 4(2) of the Securities Act of 1933, as amended. The Partnership will offer limited partnership interests up to an aggregate of $100,000,000; provided that the General Partner may increase the amount of interests that will be offered in increments of $10,000,000, after notice to the limited partners.

 
 
9

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________
 
2.             PARTNERSHIP ORGANIZATION (CONTINUED)
 
The Partnership offers two classes of limited partnership interests; the Institutional Class and the Investor Class. Commission charges, selling agent fees, General Partner management fees and incentive allocations to the General Partner may differ between Classes and/or Series, but in all other respects the Institutional Class interests and the Investor Class interests will be identical. The Institutional Class and Investor Class interests will also be traded pursuant to the same trading program and at the same Trading Level (as defined in the Confidential Offering Memorandum).
 
From inception to September 30, 2013, Welton Investment Corporation ("WIC" or the “Advisor”) was the Partnership’s sole trading advisor, with all of the Partnership’s assets initially being traded pursuant to WIC’s Global Directional Portfolio, which follows a proprietary quantitative trading strategy. Effective September 30, 2013, the General Partner terminated WIC and decided to broaden its investment mandate by allocating to multiple trading advisors instead of a single trading advisor. Effective October 2013, the Partnership has retained 3D Capital Management, LLC (“3D”), Stenger Capital Management, LLC (“Stenger”), Protec Energy Partners, LLC (“Protec”), Goldman Management, Inc. (“Goldman”), M6 Capital Management, LLC (“M6”), and Principle Capital Management, LLC (“Principle”) as trading advisors for the Partnership. For the period from September 25, 2013 to March 26, 2014, the Partnership had active trading advisor agreements with M6 and Stenger (collectively the “Advisors”). On March 26, 2014, the General Partner made the decision to terminate M6 and Stenger as trading advisors for the Partnership and accordingly, M6 and Stenger were instructed to begin liquidating all the Partnership’s open positions. The Partnership has been in a temporary cessation of trading period since March 31, 2014, and  the General Partner is currently evaluating the Partnership’s future trading plans.
 
The Partnership shall end upon the withdrawal, insolvency or dissolution of the General Partner, or a decision by the General Partner to wind-down and terminate the Partnership, with the General Partner providing at least 30 days written notice to the limited partners, or the occurrence of any event which shall make it unlawful for the existence of the Partnership to be continued.
 
3.             SIGNIFICANT ACCOUNTING POLICIES
 
 
A.
Method of Reporting
 
The Partnership’s financial statements are prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP 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 income (loss) and expenses during the reporting period. Actual results could differ from these estimates.
 
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), referred to as ASC or the Codification, is the single source of U.S. GAAP.
 
The Partnership has elected not to provide a statement of cash flows as permitted under ASC Topic 230, Statement of Cash Flows.
 
 
B.
Cash and Cash Equivalents
 
The Partnership has defined cash and cash equivalents as cash and short-term, highly liquid investments with maturities of three months or less when acquired. Money market mutual funds, which are included in cash equivalents, are classified as Level 1 fair value estimates (unadjusted quoted prices in active markets for identical assets) under the fair value hierarchy provisions as described in ASC Topic 820, Fair Value Measurement. At June 30, 2014 and December 31, 2013, the Partnership had investments in money market mutual funds of $1,266,922 and $1,516,655, respectively. Interest received on cash deposits and dividends received from money market mutual funds is included as interest income and recognized on an accrual basis.
 
 
 
10

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________
 
3.             SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
C.
Due from Brokers
 
Due from brokers represents deposits required to meet margin requirements and excess funds not required for margin. Due from brokers at June 30, 2014 and December 31, 2013 consisted of cash on deposit with brokers of $10,450 and $373,093, respectively. The Partnership is subject to credit risk to the extent any broker with whom the Partnership conducts business is unable to deliver cash balances or securities, or clear securities transactions on the Partnership’s behalf. The General Partner monitors the financial condition of the brokers with which the Partnership conducts business and believes that the likelihood of loss under the aforementioned circumstances is remote.
 
 
D.
Investments in Futures Contracts and Options on Futures Contracts
 
Investments in futures contracts and options on futures contracts are recorded on the trade date and open contracts are reported in the financial statements at their fair value on the last business day of the reporting period. The fair value of exchange-traded futures and options on futures contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of the last business day of the reporting period. Accordingly, such contracts are classified as Level 1 fair value estimates under the fair value hierarchy as described within ASC Topic 820, Fair Value Measurement.
 
Gains or losses are realized when contracts are liquidated, on a first-in, first-out basis. Realized gains are netted with realized losses for financial reporting purposes and shown under the caption “Net realized (losses) on closed contracts” in the Statements of Income (Loss).
 
As each broker has the individual right of offset, the Partnership presents the aggregate net unrealized gains with a broker as “Net unrealized gains on open futures contracts” and the aggregate net unrealized losses with a broker as “Net unrealized (losses) on open futures contracts” in the Statements of Financial Condition. The net unrealized gains on open futures contracts from one broker are not offset against net unrealized losses on open futures contracts from another broker in the Statements of Financial Condition (see Note 5., Derivative Instruments, for disclosures about offsetting derivative assets and liabilities).
 
Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss) under the caption “Change in net unrealized gains on open contracts.”
 
 
 
11

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________

3.            SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
E.
Brokerage Commissions
 
From July 1, 2012 to October 31, 2013, the Investor Class interests paid the General Partner a monthly flat-rate brokerage commission of up to approximately 0.4167% of the net asset value of such interests as of the beginning of each month (an annual rate of 5%). The General Partner would pay from this brokerage commission amount up to 3% per annum to properly registered selling agents as compensation for their ongoing services to the Partnership. To the extent the General Partner paid less than 3% to a selling agent with respect to any limited partnership interests sold by such selling agent, the brokerage commission charged with respect to those limited partnership interests would be reduced accordingly. For the period from January 1, 2013 to October 31, 2013, all Investor Class interests were charged a flat rate brokerage commission equal to an annual rate of 5%. Beginning November 1, 2013, the Investor Class interests no longer pay the General Partner flat-rate brokerage commissions.
 
From July 1, 2012 to October 31, 2013, the Institutional Class interests paid the General Partner a monthly flat-rate brokerage commission of 0.25% of the net asset value of such interests as of the beginning of each month (a 3% annual rate). Beginning November 1, 2013, the Institutional Class interests no longer pay the General Partner a flat-rate brokerage commission.
 
In addition to any applicable selling agent fees for the period January 1, 2012 to October 31, 2013, the General Partner paid from its brokerage commission all floor brokerage, exchange, clearing and NFA fees with respect to the Partnership’s trading, but the Partnership paid all other execution costs. Actual trading commissions and other execution costs incurred by the Partnership and paid out of the General Partner's brokerage commission totaled $0 for the three and six months ended June 30, 2014 and $9,159 and $20,461 for the three and six months ended June 30, 2013, respectively. Brokerage commissions paid to third parties after October 31, 2013, totaled $0 and $7,106 for the three and six months ended June 30, 2014, respectively. Approximately 35% to 45% of actual trading commissions incurred by the Partnership are remitted to an Introducing Broker affiliated with Bridgeton.
 
From November 1, 2013 to January 31, 2014, the Partnership paid brokerage commissions on the trades effected for the Partnership by the Advisors at the rate of approximately $6 to $23 per “round-turn” domestic futures transaction, inclusive of all fees. Effective February 1, 2014 the Partnership will pay brokerage commissions on the trades effected by the Advisors at the rate of $8.30 per "round-turn" domestic futures transaction, inclusive of all fees. Trades on foreign exchanges may be higher depending upon the contract and exchange. The NFA and/or exchange will be paid on all of the Partnership’s trades conducted on U.S. commodity exchanges. The Partnership’s total brokerage commission costs are estimated to be 2% of the Partnership’s net assets.
 
Commissions and execution costs charged to each Class or Series were as follows:
 
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
   
2014
   
2013
   
2014
   
2013
 
Investor Class
  $ -     $ 22,293     $ 4,687     $ 47,293  
Institutional Class – Series 1
    -       7,100       1,339       14,569  
Institutional Class – Series 2
    -       6,489       1,075       14,360  
Institutional Class – General Partner – Series 3
    -       12       5       24  
Total
  $ -     $ 35,894     $ 7,106     $ 76,246  
 
 
 
As of June 30, 2014 and December 31, 2013, no amount was due from the General Partner for reimbursement on broker commissions advanced by the Partnership.
 
 
 
12

 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________

3.            SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
F.
Allocation of Income (Loss)
 
Net realized and unrealized trading profits and losses, interest income and other operating income and expenses, prior to any Class and/or Series specific fees, are allocated to the partners monthly in proportion to their capital account balances, as defined in the Agreement. Each partner is then charged its applicable Class and/or Series selling agent fees, portfolio construction management fees, marketing fees, management fees and incentive allocations/fees, as well as flat-rate brokerage commissions prior to November 1, 2013.
 
 
G.
Incentive Allocation and Fees
 
For the period January 1, 2012 to September 30, 2013, the General Partner was entitled to a quarterly incentive allocation equal to 20% of New Profits (as defined in the Confidential Offering Memorandum), if any. The term “New Profits” for the purpose of calculating the General Partner's incentive allocation only, is defined as the excess (if any) of (A) the net asset value of the Partnership as of the last day of any calendar quarter (before deduction of incentive allocations made or accrued for such quarter), over (B) the net asset value of the Partnership as of the last day of the most recent quarter for which an incentive allocation was paid or payable (after deduction of such incentive allocation). In computing New Profits, the difference between (A) and (B) above shall be (i) increased by the amount of any distributions or redemptions paid or accrued by the Partnership as of or subsequent to the date in (B) through the date in (A), (ii) adjusted (either decreased or increased, as the case may be) to reflect the amount of any additional allocations or negative reallocations of Partnership assets from the date in (B) to the last day of the quarter as of which the current incentive allocation calculation is made, and (iii) increased by the amount of any losses attributable to redemptions. The General Partner paid three-fourths of any incentive allocation it received to WIC, and the General Partner could distribute a portion of its share of the incentive allocation to properly registered selling agents as compensation for their ongoing services to the Partnership. For the three and six months ended June 30, 2013, the General Partner earned no incentive allocations.
 
Effective October 1, 2013, as a part of the Partnership’s revised investment mandate, the General Partner no longer receives an incentive allocation.
 
M6 was entitled to a quarterly incentive fee of 20% of Trading Gains (as defined in the M6 Agreement) in the Account (assets allocated to M6). “Trading Gain”, for the purpose of calculating the Advisor’s incentive fee only, is defined as the increase, if any, in the value of the Account managed by the Advisor arising out of commodity trading activity, including interest earned on such Account and any unrealized gains or losses in open commodity positions (after deductions of round turn brokerage commissions and management fees without reduction for any other expenses of such Account) as of the end of each quarter over the value of such Account as of the highest prior quarter (or the commencement of trading, whichever is higher) adjusted for withdrawals and additions to the account.
 
 
 
 
13

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________

3.    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
G.
Incentive Allocation and Fees (Continued)
 
 
 
Stenger was entitled to a monthly incentive fee of 20% based on new trading profits (as defined in the Stenger Agreement) as of the end of each month. “Trading Profits”, for the purposes of calculating the Advisor’s incentive fees only, shall mean the cumulative profits (over and above the aggregate of previous period profits as of the end of any period) during the period (“Period”) (after deduction for brokerage fees paid out but before deducting the Advisor’s incentive fee payable). Trading Profits shall include: (i) the net of profits and losses (i.e. less commissions, clearing and exchange fees, and NFA fees) resulting from all trades closed out during the period, (ii) the change in unrealized profit or loss on open trades as of the close of the Period, and (iii) the amount of interest and other investment income earned, not necessarily received, during the Period, minus: (i) the change in accrued commissions on open trades as of the close of the Period, and (ii) other expenses incurred during the Period.
 
There were no incentive fees earned by M6 or Stenger for the three and six months ended June 30, 2014.
 
 
H.
Management Fees
 
 
For the period from January 1, 2013 through October 31, 2013, the Investor Class and Institutional Class – Series 2 interests paid the General Partner a quarterly management fee equal to ¼ of 1% (1% annually) of the net assets of the Partnership (as defined in the Agreement) as of the beginning of each calendar quarter before deducting accrued ordinary legal, accounting and auditing fees and before any incentive allocation to the General Partner. For the aforementioned period, Institutional Class Series 1 and Series 3 interests were not assessed a management fee by the General Partner. For the period from November 1, 2013 to January 31, 2014, all limited partner interests in the Partnership paid the General Partner a fixed monthly management fee equal to 0.04167% (0.5% annually) of the net assets of the Partnership (as defined in the Agreement) as of the beginning of each fiscal quarter. Effective February 1, 2014, the management fee increased from an annual rate of 0.5% to 1.25% of the Partnership net assets as of the beginning of each fiscal quarter (charged monthly). Management fees earned by the General Partner were as follows:
 
 
                         
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
      2014       2013       2014       2013  
Investor Class
  $ 3,469     $ 4,614     $ 6,666     $ 10,108  
Institutional Class – Series 1
    1,060       -       1,943       -  
Institutional Class – Series 2
    256       2,276       1,036       5,330  
Institutional Class – General Partner – Series 3
    4       -       7       -  
Total
  $ 4,789     $ 6,890     $ 9,652     $ 15,438  
                                 
 
 
 
As of June 30, 2014 and December 31, 2013, $0 and $93, respectively, were due to the General Partner.
 
 
14

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________
 
3.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
H.
Management Fees (Continued)
 
Prior to October 1, 2013, in addition to the management fee paid to the General Partner, WIC assessed each Class and Series of interests a management fee equal to 1/12 of 2% (2% per year) of the month-end Trading Level for each month during such quarter. Trading Level shall mean the Partnership’s net assets allocated to the Advisor times the leverage to be employed by the Advisor from time to time upon the discretion of the General Partner. For the three and six months ended June 30, 2013, no trading leverage was employed by WIC. Management fees to WIC totaled to $17,600 and $38,023 for the three and six months ended June 30, 2013, respectively. As of June 30, 2014 and December 31, no management fees were due to WIC.
 
Effective October 1, 2013, the Partnership paid M6 a monthly trading advisor management fee of 0.083% (1% per year) of the Partnerships’ trading assets allocated to M6. The fees amounted to $0 and $1,290 for the three and six months ended June 30, 2014, respectively. As of June 30, 2014 and December 31 2013, $0 and $484, respectively, were due to M6. The Partnership paid Stenger a monthly trading advisor management fee of 0.083% (1% per year) of the Partnerships’ trading assets allocated to Stenger. Management fees to Stenger amounted to $0 and $2,767 for the three and six months ended June 30, 2014, respectively. As of June 30, 2014 and December 31 2013, $0 and $1,014, respectively, were due to Stenger.
 
The management fees earned by all the Advisors were as follows:
 
 
   
For the Three Months Ended
   
For the Six Months Ended
 
   
June 30,
   
June 30,
 
      2014       2013       2014       2013  
Investor Class
  $ -     $ 8,726     $ 2,679     $ 18,821  
Institutional Class – Series 1
    -       4,635       777       9,654  
Institutional Class – Series 2
    -       4,232       598       9,533  
Institutional Class – General Partner – Series 3
    -       7       3       15  
Total
  $ -     $ 17,600     $ 4,057     $ 38,023  
 
 
I.
Portfolio Construction Management Fees
 
 
Effective November 1, 2013, the Partnership pays the General Partner a monthly Portfolio Construction Management fee of up to 0.0625% of the Partnership’s net assets at the beginning of each month, or 0.75% per year. The General Partner may choose to distribute a portion of these fees to select advisors for their services in constructing and maintaining the Partnership’s portfolio. Portfolio Construction Management fees totaled $2,719 and $6,134 for the three and six months ended June 30, 2014, respectively.
 
 
J.
Administrative Expenses
 
The Partnership's actual accounting, auditing, legal, organizational, initial offering and other operating expenses will be borne by the Partnership. For the period November 1, 2013 to January 31, 2014, if the Partnership's net assets were less than $7,500,000, the General Partner paid operating expense amounts that exceeded 0.2083% of the net assets per month (the "operating expense cap"). Effective February 1, 2014, the operating expense cap was eliminated and the Partnership is responsible for paying all operating fees.
 
 
 
15

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________

3.               SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
K.
Marketing Fees
 
Effective November 1, 2013, the Partnership pays a fixed monthly marketing fee of 0.029167% of net assets as of the last day of the most recent calendar month (0.35% per year). This fee is held in escrow by the General Partner and paid to appropriate vendors for their marketing services as needed. Marketing fees paid to the General Partner totaled $1,254 and $2,830 for the three and six months ended June 30, 2014, respectively.
 
 
L.
Selling Agent Fees
 
For the period from November 1, 2013 to January 31, 2014, selling agents to the Partnership received monthly selling agent compensation of 0.1667% (2% annually) of Net Assets in Investor Class units only, held at the end of the month for outstanding Investor Class units held by their clients. Effective February 1, 2014, the Partnership revised the Confidential Offering Memorandum to provide for the creation of separate classes of interests for Investor Class limited partners subject to pre-existing 3% selling agent agreements and new Investor Class limited partners will be subject to 2% selling agent agreements. These amounts are charged to the Partnership and paid to Selling Agents on an ongoing basis for as long as an investor remains in the Partnership. In some cases, Selling Agents may receive a portion of the General Partner’s management fee. Prior to November 1, 2013, the General Partner paid such selling agent fees from the flat-rate General Partner brokerage commissions charged to the Partnership. Selling Agent fees for the Partnership for the three and six months ended June 30, 2014 totaled $7,974 and $15,841, respectively.
 
 
M.
Income Taxes
 
No provision for income taxes has been provided in the accompanying financial statements as each partner is individually liable for taxes, if any, on his or her share of the Partnership’s profits.
 
The Partnership applies the provisions of Codification Topic 740, Income Taxes, which prescribe the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. This accounting standard requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current period. The Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense. The General Partner has concluded there is no tax expense or interest expense related to uncertainties in income tax positions for the three and six months ended June 30, 2014 and 2013.
 
The Partnership files U.S. federal and state tax returns. The 2011 through 2013 tax years generally remain subject to examination by U.S. federal and most state authorities.
 
 
N.
Subscriptions
 
Partnership units may be purchased on the first day of each month at the net asset value per unit determined on the last business day of the previous month.
 
 
O.
Redemptions
 
Limited partners may redeem some or all of their units at net asset value per unit as of the last business day of each month with at least ten days written notice to the General Partner.
 
 
 
16

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________

3.      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 
P.
Foreign Currency Transactions
 
The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the Statements of Financial Condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported as a component of “Net realized (losses) on closed contracts” in the Statements of Income (Loss) and totaled $0 for the three and six months ended June 30, 2014 and $(1,048) and $729 for the three and six months ended June 30, 2013, respectively.
 
 
Q.
Recent Accounting Pronouncements
 
In June 2013, the FASB issued Accounting Standards Update No. 2013-08 (“ASU 2013-08”), entitled Financial Services – Investment Companies (Topic 946)Amendments to the Scope, Measurement, and Disclosure Requirements. ASU 2013-08 changes the approach to assessing whether an entity is an investment company, clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company. In addition, ASU 2013-08 requires non-controlling ownership interests in other investment companies to be measured at fair value and requires additional disclosures about the investment company’s status as an investment company. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. The Partnership's adoption of ASU 2013-08 had no material impact on the Partnership's financial statements.
 
 
R.
Indemnifications
 
The Partnership has entered into agreements which provide for the indemnifications against losses, costs, claims and liabilities arising from the performance of its obligations under such agreements, except for gross negligence or bad faith. The Partnership's individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership generally expects the risk of loss from indemnification claims in the future to be remote.
 
4.      FAIR VALUE
 
 
Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).
 
The fair value hierarchy, as more fully described in ASC Topic 820, Fair Value Measurement, prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
 
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
 
 
 
 
17

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________

4.
FAIR VALUE (CONTINUED)
 
 
Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 are publicly traded investments. As required by ASC Topic 820, Fair Value Measurement, the Partnership does not adjust the quoted price for these investments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
 
Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.
 
Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.
 
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The General Partner’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The Partnership recognizes transfers, if any, between fair value hierarchy levels at the beginning of the reporting period. During the three and six months ended June 30, 2014 and the year ended December 31, 2013, there were no transfers into or out of the fair value hierarchy levels.
 
 
18

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________

4.
FAIR VALUE (CONTINUED)
                       
     
 
The following table summarizes the valuation of the Partnership’s investments by the above fair value hierarchy levels. Fair value is presented on a gross basis even though certain assets and liabilities qualify for net presentation in the Statements of Financial Condition.
 
                           
     
As of June 30, 2014
 
     
Level 1
   
Level 2
   
Level 3
   
Total
 
 
Assets
                       
 
Futures contracts
                       
 
Metals
  $ 9,088     $ -     $ -     $ 9,088  
 
Money market mutual funds
    1,266,922       -       -       1,266,922  
 
Total assets
  $ 1,276,010     $ -     $ -     $ 1,276,010  
                                   
 
Liabilities
                               
 
Futures contracts
                               
 
Metals
  $ (13,026 )   $ -     $ -     $ (13,026 )
 
Total liabilities
  $ (13,026 )   $ -     $ -     $ (13,026 )
                                   
     
As of December 31, 2013
 
     
Level 1
   
Level 2
   
Level 3
   
Total
 
 
Assets
                               
 
Futures contracts
                               
 
Commodities
  $ 28,050     $ -     $ -     $ 28,050  
 
Metals
    160,838       -       -       160,838  
 
Total futures contracts
    188,888       -       -       188,888  
 
Money market mutual funds
    1,516,655       -       -       1,516,655  
 
Total assets
  $ 1,705,543     $ -     $ -     $ 1,705,543  
                                   
 
Liabilities
                               
 
Futures contracts
                               
 
Commodities
  $ (28,664 )   $ -     $ -     $ (28,664 )
 
Metals
    (243,597 )     -       -       (243,597 )
 
Total futures contracts
    (272,261 )     -       -       (272,261 )
 
Total liabilities
  $ (272,261 )   $ -     $ -     $ (272,261 )
 
 
19

 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________

5.
DERIVATIVE INSTRUMENTS
 
 
The Partnership engages in the speculative trading of futures and options on futures contracts in currencies, financials, stock indices and a wide range of commodities, among others, (collectively, “derivatives”) for the purpose of achieving capital appreciation. Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments as defined in ASC Topic 815, Derivatives and Hedging.
 
 
Under provisions of ASC Topic 815, Derivatives and Hedging, entities are required to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial condition. Investments in futures contracts are reported in the Statements of Financial Condition as “Net unrealized (losses) on open futures contracts.”
 
The Partnership’s derivatives held at June 30, 2014 and December 31, 2013 are subject to agreements similar to master netting agreements with the Partnership’s brokers which grant the brokers the right to set off recognized assets and liabilities if certain conditions exist. The following tables present gross amounts of assets and liabilities which are offset in the Statements of Financial Condition.
 
     
Offsetting of Derivative Assets and Liabilities
 
     
As of June 30, 2014
 
           
Gross Amounts
   
Net amount
 
           
Offset in the
   
Presented in the
 
     
Gross Amounts
   
Statement of
   
Statement of
 
     
of Recognized
   
Financial
   
Financial
 
     
Assets
   
Condition
   
Condition
 
  Assets                  
 
Futures Contracts(1)                  
 
Newedge USA, LLC
  $ 9,088     $ (9,088 )   $ -  
 
Total futures contracts
  $ 9,088     $ (9,088 )   $ -  
                           
             
Gross Amounts
   
Net amount
 
             
Offset in the
   
Presented in the
 
     
Gross Amounts
   
Statement of
   
Statement of
 
     
of Recognized
   
Financial
   
Financial
 
     
Liabilities
   
Condition
   
Condition
 
  Liabilities                        
 
Futures Contracts(1)                        
 
Newedge USA, LLC
  $ (13,026 )   $ 9,088     $ (3,938 )
 
Total futures contracts
  $ (13,026 )   $ 9,088     $ (3,938 )
 
     
 
(1) See Note 4. for the fair value by type of contract within the category.
 
 
 
 
20

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________
 
5.
DERIVATIVE INSTRUMENTS (CONTINUED)
 
     
Offsetting of Derivative Assets and Liabilities
 
     
As of December 31, 2013
 
             
Gross Amounts
   
Net amount
 
             
Offset in the
   
Presented in the
 
     
Gross Amounts
   
Statement of
   
Statement of
 
     
of Recognized
   
Financial
   
Financial
 
     
Assets
   
Condition
   
Condition
 
 
Assets                        
 
Futures Contracts(1)                        
 
Newedge USA, LLC
  $ 188,888     $ (188,888 )   $ -  
 
Total futures contracts
  $ 188,888     $ (188,888 )   $ -  
                           
             
Gross Amounts
   
Net amount
 
             
Offset in the
   
Presented in the
 
     
Gross Amounts
   
Statement of
   
Statement of
 
     
of Recognized
   
Financial
   
Financial
 
     
Liabilities
   
Condition
   
Condition
 
  Liabilities                        
 
Futures Contracts(1)                        
 
Newedge USA, LLC
  $ (272,261 )   $ 188,888     $ (83,373 )
 
Total futures contracts
  $ (272,261 )   $ 188,888     $ (83,373 )
 
     
 
(1) See Note 4. for the fair value by type of contract within the category.
 
The cash held at each counterparty at June 30, 2014 and December 31, 2013 exceeds the net derivatives liability, if any, at such counterparty.
 
 
 
21

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
(Unaudited)
_______________
 
5.
DERIVATIVE INSTRUMENTS (CONTINUED)
 
Realized gains and losses, as well as any change in net unrealized gains or losses on open contracts from the preceding period, are recognized as part of the Partnership’s trading profits and losses in the Statements of Income (Loss).
 
The Partnership’s trading results and information related to volume of the Partnership’s derivative activity by market sector were as follows:
 
                           
     
For the Three Months Ended June 30, 2014
 
           
Change in
   
Net
   
Number of
 
     
Net Realized
   
Net Unrealized
   
Trading
   
Closed
 
 
Futures Contracts  
(Losses)
   
Gains
   
Profits (Losses)
   
Positions
 
 
Metals
  $ (11,018 )   $ 11,018     $ -       18  
 
Total gain (loss) from derivatives trading
  $ (11,018 )   $ 11,018     $ -       18  
                                   
 
                                   
     
For the Six Months Ended June 30, 2014
 
             
Change in
   
Net
   
Number of
 
     
Net Realized
   
Net Unrealized
   
Trading
   
Closed
 
 
Futures Contracts
 
(Losses)
   
Gains
   
Profits (Losses)
   
Positions
 
 
Commodities
  $ (9,862 )   $ 614     $ (9,248 )     610  
 
Financials
    (4,791 )     -       (4,791 )     186  
 
Metals
    (78,821 )     78,821       -       64  
 
Stock indices
    (1,572 )     -       (1,572 )     540  
 
Total gain (loss) from futures trading
  $ (95,046 )   $ 79,435     $ (15,611 )     1,400  
                                   
 
Options on futures contracts
                               
 
Commodities
    (15,264 )     -       (15,264 )     342  
                                   
 
Total gain (loss) from derivatives trading
  $ (110,310 )   $ 79,435     $ (30,875 )     1,742  
 
 
 
22

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________

5.              DERIVATIVE INSTRUMENTS (CONTINUED)
                                   
     
For the Three Months Ended June 30, 2013
 
             
Change in
   
Net
   
Number of
 
     
Net Realized
   
Net Unrealized
   
Trading
   
Closed
 
 
Futures Contracts
 
(Losses)
   
Gains (Losses)
   
Profits (Losses)
   
Positions
 
 
Commodities
  $ (22,727 )   $ 28,889     $ 6,162       240  
 
Currencies
    (87,146 )     10,388       (76,758 )     106  
 
Energy
    (163,621 )     77,243       (86,378 )     254  
 
Financials
    (35,918 )     (8,064 )     (43,982 )     608  
 
Metals
    (79,860 )     214,900       135,040       168  
 
Stock indices
    (47,107 )     (27,716 )     (74,823 )     438  
 
Total gain (loss) from derivatives trading
  $ (436,379 )   $ 295,640     $ (140,739 )     1,814  
                                   
                                   
     
For the Six Months Ended June 30, 2013
 
     
Net Realized
   
Change in
   
Net
   
Number of
 
     
Gains
   
Net Unrealized
   
Trading
   
Closed
 
 
Futures Contracts
 
(Losses)
   
Gains (Losses)
   
Profits (Losses)
   
Positions
 
 
Commodities
  $ (5,174 )   $ 30,529     $ 25,355       550  
 
Currencies
    11,007       (40,167 )     (29,160 )     308  
 
Energy
    (110,378 )     47,912       (62,466 )     450  
 
Financials
    (126,648 )     37,655       (88,993 )     1,188  
 
Metals
    (167,841 )     309,644       141,803       370  
 
Stock indices
    100,546       (36,812 )     63,734       1,012  
 
Total gain (loss) from derivatives trading
  $ (298,488 )   $ 348,761     $ 50,273       3,878  
                                   
 
 
The number of contracts closed for futures and options on futures contracts represents the number of contract half-turns during the three and six months ended June 30, 2014 and 2013.
 
A.         Market Risk
 
The Partnership engages in the speculative trading of derivatives. Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the level of volatility of interest rates, foreign currency exchange rates or market values of the underlying financial instruments or commodities may result in cash settlements in excess of the amounts recognized in the Statements of Financial Condition. The Partnership’s exposure to market risk is directly influenced by a number of factors, including the volatility of the markets in which the financial instruments are traded and the liquidity of those markets.
 
 
23

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________

5.                DERIVATIVE INSTRUMENTS (CONTINUED)
 
B.         Fair Value
 
The derivative instruments used in the Partnership’s trading activities are reported at fair value with the resulting unrealized gains (losses) recorded in the Statements of Financial Condition and the related trading profits (losses) reflected in “Trading Profits (Losses)” in the Statements of Income (Loss). Open contracts generally mature within 90 days; as of June 30, 2014 and December 31, 2013, the latest maturity dates for open contracts are September 2014 and December 2014, respectively.
 
C.         Credit Risk
 
Futures are contracts for delayed delivery of financial interests in which the seller agrees to make delivery at a specified future date of a specified financial instrument at a specified price or yield. Risk arises from changes in the fair value of the underlying instruments. The purchase and sale of futures contracts requires certain margin deposits with the brokers. Additional deposits may be necessary for any loss on contract fair value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker's proprietary activities. A customer's cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker's segregation requirements. In the event of a broker's insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited with such brokers (“counterparties"). The Partnership’s counterparties with respect to the trading of futures contracts and options on futures contracts are major brokerage firms and banks located in the United States, or their foreign affiliates. As both a buyer and seller of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership to potentially unlimited liability, and purchased options expose the Partnership to a risk of loss limited to the premiums paid. Credit risk due to counterparty nonperformance associated with futures contracts and options on futures contracts is reflected in the cash on deposit with brokers and the unrealized gains on open contracts held by such counterparties, if any, reflected above.
 
 
The Partnership has a substantial portion of its assets on deposit with brokers and other financial institutions in connection with its trading of derivative contracts and its cash management activities. Assets deposited with such brokers, dealers and other financial institutions in connection with the Partnership's trading of derivative contracts are partially restricted due to deposit or margin requirements. In the event of a financial institution's insolvency, recovery of the Partnership's assets on deposit may be limited to account insurance or other protection afforded such deposits.
 
D.      
Risk Monitoring
 
Due to the speculative nature of the Partnership’s derivatives trading, the Partnership is subject to the risk of substantial losses from derivatives trading. The General Partner actively assesses, manages, and monitors risk exposure on derivatives on a contract basis, a market sector basis, and on an overall basis in accordance with established risk parameters. The Limited Partners bear the risk of loss only to the extent of the fair value of their respective investments and, in certain specific circumstances, distributions and redemptions received.
 
 
24

 

ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________

6.              FINANCIAL HIGHLIGHTS
 
 
The following information presents per unit operating performance data and other supplemental financial data for the three and six months ended June 30, 2014 and 2013.  The information has been derived from information presented in the financial statements.
 
     
Three Months Ended June 30, 2014
 
           
Institutional
   
Institutional
 
     
Investor
   
Class
   
Class
 
     
Class
   
Series - 1
   
Series - 2
 
 
Per Unit Operating Performance
                 
 
(for a Unit outstanding for the entire period)
                 
 
Net Asset Value, beginning of the period
  $ 595.47     $ 770.27     $ 712.21  
 
Profit (loss) from operations
                       
 
Net investment (loss)
    (29.31 )     (32.68 )     (30.25 )
 
Net trading profit (loss)
    (0.00 )     (0.00 )     (0.00
 
Net (loss)
    (29.31 )     (32.68 )     (30.25 )
 
Net Asset Value, end of the period
  $ 566.16     $ 737.59     $ 681.96  
 
Total Return(1)(3)
    (4.92 )%     (4.24 )%     (4.25 )%
 
Supplemental Data
                       
 
Ratios to average net asset value
                       
 
Expenses(2)
    20.76 %     17.24 %     18.07 %
 
Net investment (loss)(2)
    (20.72 )%     (17.19 )%     (18.03 )%
                           
     
Six Months Ended June 30, 2014
 
             
Institutional
   
Institutional
 
     
Investor
   
Class
   
Class
 
     
Class
   
Series - 1
   
Series - 2
 
 
Per Unit Operating Performance
                       
 
(for a Unit outstanding for the entire period)
                       
 
Net Asset Value, beginning of the period
  $ 623.70     $ 801.28     $ 741.32  
 
(Loss) from operations
                       
 
Net investment (loss)
    (44.02 )     (44.26 )     (33.50 )
 
Net trading (loss)
    (13.52 )     (19.43 )     (25.86 )
 
Net (loss)
    (57.54 )     (63.69 )     (59.36 )
 
Net Asset Value, end of the period
  $ 566.16     $ 737.59     $ 681.96  
 
Total Return(1)(3)
    (9.23 )%     (7.95 )%     (8.01 )%
 
Supplemental Data
                       
 
Ratios to average net asset value
                       
 
Expenses(2)
    15.10 %     11.94 %     10.21 %
 
Net investment (loss)(2)
    (15.05 )%     (11.89 )%     (10.16 )%
 
 
25

 
 
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For the Three and Six Months Ended June 30, 2014 and 2013
 (Unaudited)
_______________

6.              FINANCIAL HIGHLIGHTS (CONTINUED)
                           
     
Three Months Ended June 30, 2013
 
             
Institutional
   
Institutional
 
     
Investor
   
Class
   
Class
 
     
Class
   
Series - 1
   
Series - 2
 
 
Per Unit Operating Performance
                       
 
(for a Unit outstanding for the entire period)
                       
 
Net Asset Value, beginning of the period
  $ 774.51     $ 974.00     $ 907.14  
 
(Loss) from operations
                       
 
Net investment (loss)
    (25.39 )     (24.63 )     (25.29 )
 
Net trading (loss)(4)
    (30.48 )     (38.57 )     (35.87 )
 
Net (loss)
    (55.87 )     (63.20 )     (61.16 )
 
Net Asset Value, end of the period
  $ 718.64     $ 910.80     $ 845.98  
 
Total Return(1)(3)
    (7.21 )%     (6.49 )%     (6.74 )%
 
Supplemental Data
                       
 
Ratios to average net asset value
                       
 
Expenses(2)(5)
    13.62 %     10.44 %     12.32 %
 
Net investment (loss)(2)(5)
    (13.62 )%     (10.43 )%     (12.32 )%
                           
     
Six Months Ended June 30, 2013
 
             
Institutional
   
Institutional
 
     
Investor
   
Class
   
Class
 
     
Class
   
Series - 1
   
Series - 2
 
 
Per Unit Operating Performance
                       
 
(for a Unit outstanding for the entire period)
                       
 
Net Asset Value, beginning of the period
  $ 762.65     $ 951.73     $ 888.99  
 
Profit (loss) from operations
                       
 
Net investment (loss)
    (46.59 )     (43.89 )     (45.40 )
 
Net trading profit(4)
    2.58       2.96       2.39  
 
Net (loss)
    (44.01 )     (40.93 )     (43.01 )
 
Net Asset Value, end of the period
  $ 718.64     $ 910.80     $ 845.98  
 
Total Return(1)(3)
    (5.77 )%     (4.30 )%     (4.84 )%
 
Supplemental Data
                       
 
Ratios to average net asset value
                       
 
Expenses(2)(5)
    12.39 %     9.24 %     10.72 %
 
Net investment (loss)(2)(5)
    (12.36 )%     (9.22 )%     (10.69 )%
 
 
 
Total returns are calculated based on the change in value of a unit during the periods presented. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.
 
 
(1)
Total return is derived as ending net asset value less beginning net asset value divided by beginning net asset value.
 
(2)
Annualized.
 
(3)
Not annualized.
 
(4)
Excludes the effect of trading commissions reported in operating expenses amounting to a reduction of net trading profit per unit and an increase in net investment (loss) per unit of $1.95, $2.46 and $2.27 for Investor Class, Institutional Class Series -1, and Institutional Class Series - 2, respectively, for the three months ended June 30, 2013 and $4.12, $5.19 and $4.81 for Investor Class, Institutional Class Series -1, and Institutional Class Series - 2, respectively, for the six months ended June 30, 2013.
 
(5)
Includes the expense effect of trading commissions reported in operating expenses amounting to an increase in the expenses and the net investment (loss) ratios of 1.05%, 1.04% and 1.11% for Investor Class, Institutional Class Series -1, and Institutional Class Series - 2, respectively, for the three months ended June 30, 2013 and 1.09%, 1.09% and 1.13% for Investor Class, Institutional Class Series -1, and Institutional Class Series - 2, respectively, for the six months ended June 30, 2013.
 
 
7.   SUBSEQUENT EVENT
 
                    On July 29, 2014, the General Partner decided to terminate the Partnership and notified the Limited Partners of the plan to liquidate the Partnership as of  August 31, 2014.
 
 
* * * * *
 
 
26

 
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Endeavor Emerging Opportunities Fund, LP (formerly Bridgeton Global Directional Fund, LP and RFMC Global Directional Fund, LP) (the “Partnership”) is a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act. The Partnership’s business is to trade, buy, sell or otherwise acquire, hold or dispose of commodity futures contracts, options on physical commodities and on commodity futures contracts, forward contracts, and instruments that may be the subject of a futures contract, including equities, indices and sectors ("Commodity Interests"), and any rights pertaining thereto and to engage in all activities incident thereto. The Partnership may also invest in entities (including without limitation other partnerships, separate managed accounts, exchange traded funds or other types of funds) that primarily trade in exchange traded securities, options on exchange traded securities, exchange traded funds, and Commodity Interests. The objective of the Partnership is the appreciation of its assets through speculative trading.

From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane”, or the "General Partner" for periods prior to March 1, 2011), was the sole general partner of the Partnership. From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton”, or the "General Partner" for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane. Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership. From inception until September 30, 2013, the General Partner had selected Welton Investment Corporation ("WIC") as the Partnership's trading advisor. For the period September 25, 2013 to March 26, 2014, the Partnership had active trading advisor agreements with M6 and Stenger (collectively the “Advisors”). On March 26, 2014, the General Partner made the decision to terminate M6 and Stenger as trading advisors for the Partnership and accordingly, M6 and Stenger were instructed to begin liquidating all the Partnership’s open positions. The Partnership has been in a temporary cessation of trading period since March 31, 2014, and the General Partner is currently evaluating the Partnership’s future trading plans.

The success of the Partnership is dependent upon the ability of the Advisors to generate trading profits through the speculative trading of Commodity Interests sufficient to produce capital appreciation after payment of all fees and expenses. Future results will depend in large part upon the Commodity Interests markets in general, the performance of the Advisors, the amount of additions and redemptions and changes in interest rates. Due to the leveraged nature of the Partnership’s trading activity, small price movements in Commodity Interests may result in substantial gains or losses to the Partnership. Because of the nature of these factors and their interaction, past performance is not indicative of future results. As a result, any recent increases in net realized or unrealized gains may have no bearing on any results that may be obtained in the future.
 
The Partnership incurs substantial charges from the payment of brokerage commissions to the General Partner (prior to November 1, 2013), payment of management and incentive fees to the Advisors, payment of management fees and incentive allocations to the General Partner (prior to November 1, 2013) and administrative expenses. The Partnership is required to make trading profits to avoid depleting and exhausting its assets from the payment of such fees, allocations and expenses.

Since the Partnership’s inception through September 30, 2013, the General Partner allocated the Partnership’s capital entirely to WIC’s Global Directional Portfolio. For the period from October 1, 2013 to March 26, 2014, the Partnership allocated its trading assets to the Advisors: approximately 32% to M6 and 68% to Stenger. The General Partner believes that the combination of several investment strategies and global market exposure reduces the Partnership’s dependence on the success of any single strategy while positioning the Partnership to participate in economic trends in different markets. Nonetheless, in many cases the markets traded by the individual trading strategies overlap and the positions held by the Partnership at any particular point in time may result in different concentrations in any group of markets, which may reduce the diversification of the Partnership’s investments. These firms offer what the General Partner believes to be unique approaches that complement each other. Stenger operates the Diversified Trading Program and M6 operates the Standard Program. The General Partner seeks to limit market and credit risks by monitoring daily income and margin levels. The General Partner also relies upon the risk management strategies inherent in the Advisors’ trading programs. In the future, the General Partner may utilize additional strategies or appoint additional advisors to trade on behalf of the Partnership.

Effective November 2013, the Partnership will pay actual brokerage commissions on the trades effected for the Partnership by the Advisors at the rate of approximately $6.00 - $23.00 per “round-turn” domestic futures transaction, inclusive of all fees. Effective February 1, 2014, the Partnership's commission rates were revised to an approximate rate of $8.30 per "round-turn". Prior to November 2013, the Investor Class interests were charged a 5.00% annual brokerage fee (6.00% from October 1, 2011 through June 30, 2012) and the Institutional Class was charged a 3.00% annual brokerage fee (4.00% through June 30, 2012). In addition, the classes may be comprised of different series.
 
On July 29, 2014, the General Partner decided to terminate the Partnership and notified the Limited Partners of the plan to liquidate the Partnership effective as of August 31, 2014.
 
 
27

 
 
 
Summary of Critical Accounting Policies
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the Partnership’s financial statements. The critical accounting estimates and related judgments underlying the Partnership’s financial statements are summarized below. In applying these policies, management makes judgments that frequently require estimates about matters that are inherently uncertain. The Partnership’s significant accounting policies are described in detail in Note 3 of the Notes to the Financial Statements.
 
Investments in commodity futures, options and forward contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period. The difference between the original cost basis of the contract and fair value is recorded in income as a net unrealized gain or loss on open contracts in the Statements of Financial Condition. Realized gains and losses on closed contracts are recorded on a first-in, first-out basis. Interest income is recognized on an accrual basis. All Commodity Interests and financial instruments are recorded at fair value in the financial statements. Fair value is based on quoted market prices or estimates of fair value.

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of Trading Profits (Losses) in the Statements of Income (Loss). Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price.
 
Results of Operations
 
Comparison of the Three Months Ended June 30, 2014 and 2013
 
For the quarter ended June 30, 2014, the Partnership had $(11,018) in net realized losses on closed contracts and $11,018 in change in net unrealized gains on open contracts which resulted in $0 net trading income and interest income of $142. For the same quarter in 2013, the Partnership had total net trading (losses) comprised of $(436,379) in net realized losses on closed contracts and $295,640 in change in net unrealized gains on open contracts, and interest income of $40.

In April 2014, the Partnership had a net loss of $(25,587). In May 2014, the Partnership had a net loss of $(11,334). In June 2014, the Partnership had a net loss of $(32,005). The Partnership was not trading during this time frame.  Losses were the result of non-trading operations.

In April 2013, the Partnership had a net gain of $36,052. The Partnership had profitable positions in European fixed income products, gold and the Nikkei Index; the Partnership had offsetting losses in crude oil, RBOB gasoline. In May 2013, the Partnership had a net loss of $(209,798). The Partnership’s positions in European fixed income products and copper provided losses; the Partnership experienced some gains in gold, soybean meal and nickel. In June 2013, the Partnership had a net loss of $(74,869). The Partnership saw losses in the Hang Seng Index, cotton and the S&P Canada 60 Index; the Partnership experienced gains in gold, copper and nickel.

For the quarter ended June 30, 2014, the Partnership had expenses comprised of $4,789 in management fees, $2,719 in portfolio construction management fees, $1,254 in marketing fees, $7,974 in selling agent fees, $47,513 in professional fees, and $4,819 in accounting, administrative fees and other expenses. For the same quarter ended June 30, 2013, the Partnership had expenses comprised of $35,894 in brokerage commissions to the General Partner (net of execution costs), $24,490 in management fees, $37,300 in professional fees, and $10,232 in accounting, administrative fees and other expenses. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital subscriptions and redemptions. Accounting and administrative expenses consist primarily of accounting fees and other expenses relating to the Partnership’s reporting requirements under the Securities Exchange Act of 1934, as amended.
 
 
 
28

 
 
 
As a result of the above, the Partnership recorded a net loss of $(68,926) for the quarter ended June 30, 2014 compared to a net loss of $(248,615) for the same quarter in 2013.
 
At June 30, 2014, the net asset value of the Partnership was $1,200,724, compared to its net asset value of $1,945,324 at December 31, 2013.
 
During the quarter ended June 30, 2014, the Partnership had no credit exposure to counterparties that are participants of foreign commodities exchanges or to counterparties dealing in over the counter contracts which is considered to be material. The Advisor trades for the Partnership only with counterparties which it believes to be credit worthy.

Comparison of the Six Months Ended June 30, 2014 and 2013
 
For the six months ended June 30, 2014, the Partnership had total net trading (losses) comprised of $(110,310) in net realized (losses) on closed contracts, $79,435 in change in net unrealized gains on open contracts, and brokerage commissions from trading of $7,106 and interest income of $364. For the six months ended June 30, 2013, the Partnership had total net trading gains comprised of $(298,488) in net realized (losses) on closed contracts and $348,761 in change in net unrealized gains on open contracts, and interest income of $480.

In January 2014, the Partnership had a net loss of $(29,650). The Partnership had unprofitable positions in corn, soybeans, and Eurodollars; the Partnership had some offsetting gains in lean hogs and wheat. In February 2014, the Partnership had a net loss of $(13,125). The Partnership had unprofitable positions in soybeans, emini S&P and live cattle; the Partnership had some offsetting gains in lean hogs, wheat and bean meal. In March 2014, the Partnership had a net loss of $(36,035). The Partnership saw the majority of losses in wheat, corn, Eurodollars and lean hogs. In April 2014, the Partnership had a net loss of $(25,587). In May 2014, the Partnership had a net loss of $(11,334). In June 2014, the Partnership had a net loss of $(32,005). The Partnership was not trading during this time frame.  Losses were the result of non-trading operations.

In January 2013, the Partnership was profitable. The Partnership generated gains on its positions in gasoline, Japanese yen and global stock indices; the Partnership had losses in global interest rates, live cattle and aluminum. The Partnership recorded a net gain of $149,542. In February 2013, trading was unprofitable as the Partnership had losses in metals and Euro currency; the Partnership had gains in gold, wheat and live cattle. The Partnership recorded a net loss of $(47,684). In March 2013, trading was unprofitable. The Partnership had losses in energies and grains; the Partnership had offsetting gains in global interest rates and equity indices. The Partnership recorded a net loss of $(9,826). In April 2013, the Partnership had a net gain of $36,052. The Partnership had profitable positions in European fixed income products, gold and the Nikkei Index; the Partnership had offsetting losses in crude oil, RBOB gasoline. In May 2013, the Partnership had a net loss of $(209,798). The Partnership’s positions in European fixed income products and copper provided losses; the Partnership experienced some gains in gold, soybean meal and nickel. In June 2013, the Partnership had a net loss of $(74,869). The Partnership saw losses in the Hang Seng Index, cotton and the S&P Canada 60 Index; the Partnership experienced gains in gold, copper and nickel.

For the six months ended June 30, 2014 the Partnership had expenses comprised of $13,709 in management fees, $6,134 in portfolio construction management fees, $2,830 in marketing fees, $15,841 in selling agent fees, $62,049 in professional fees, and $9,556 in accounting, administrative fees and other expenses. For the six months ended June 30, 2013, the Partnership had expenses comprised of $76,246 in brokerage commissions (including clearing and exchange fees), $53,461 in management fees, $56,863 in professional fees, and $20,766 in accounting, administrative fees and other expenses. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital subscriptions and redemptions. Professional fees, accounting and administrative expenses consist primarily of professional fees and other expenses relating to the Partnership’s reporting requirements under the Securities Exchange Act of 1934, as amended.
 
 
 
29

 

 
As a result of the above, the Partnership recorded a net loss of $(147,736) for the six months ended June 30, 2014 compared to a net loss of $(156,583) for the same six month period in 2013.

Liquidity and Capital Resources
 
In general, each Advisor trades only those Commodity Interests that have sufficient liquidity to enable it to enter and close out positions without causing major price movements. Notwithstanding the foregoing, most United States commodity exchanges limit the amount by which certain commodities may move during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Pursuant to such regulations, no trades may be executed on any given day at prices beyond daily limits the price of a futures contract occasionally has exceeded the daily limit for several consecutive days, with little or no trading, thereby effectively preventing a party from liquidating its position. While the occurrence of such an event may reduce or eliminate the liquidity of a particular market, it will not eliminate losses and may, in fact, substantially increase losses because of the inability to liquidate unfavorable positions. In addition, if there is little or no trading in a particular futures contract that the Partnership is trading, whether such liquidity is caused by any of the above reasons or otherwise, the Partnership may be unable to liquidate its position prior to its expiration date, of thereby requiring the Partnership to make or take delivery of the underlying interests of the Commodity Interests.

The Partnership’s capital resources are dependent upon three factors: (a) the income or losses generated by the Advisors; (b) the capital invested or redeemed by the limited partners; and (c) the capital invested or redeemed by the General Partner. The Partnership sells limited partnership units to investors from time to time in private placements pursuant to Regulation D of the Securities Act of 1933, as amended. As of the last day of any month, a limited partner may redeem all of its limited partnership units on 10 days’ prior written notice to the General Partner.

The General Partner is required to contribute $1,000 to the Partnership. All capital contributions by the General Partner necessary to maintain such capital account balance are evidenced by units of general partnership interest, each of which has an initial value equal to the net asset value per unit at the time of such contribution. The General Partner may withdraw any excess above its required capital contribution without notice to the limited partners and may also contribute any greater amount to the Partnership.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
Not required.
 
Item 4. Controls and Procedures
 
The President of the General Partner (who serves as the principal executive officer and financial officer of the Partnership) evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures, which are designed to ensure that the Partnership records, processes, summarizes and reports in a timely and effective manner the information required to be disclosed in the reports filed with or submitted to the Securities and Exchange Commission. Based upon this evaluation, the General Partner concluded that, as of June 30, 2014 the Partnership’s disclosure controls are effective and ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934 are accumulated and communicated to management of the General Partner (which consists of the principals of the General Partner) to allow timely decisions regarding required disclosure. During the second quarter of 2014, there were no changes in the Partnership’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially effect, the Partnership's internal control over financial reporting.
 
PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
None.
 
Item 1A. Risk Factors
 
Not required.
 
 
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
There currently is no established public trading market for the Limited Partnership Units. As of June 30, 2014, 2,008.3950 Partnership Units were held by 56 Limited Partners and the General Partner. All of the Limited Partnership Units are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold unless registered under the Securities Act or sold in accordance with an exemption therefrom, such as Rule 144. The Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units. Pursuant to the Partnership Agreement, the General Partner has the sole discretion to determine whether distributions (other than on redemption of Limited Partnership Units), if any, will be made to partners. The Partnership has never paid any distributions and does not anticipate paying any distributions to partners in the foreseeable future. From January 1, 2014 through June 30, 2014, there were no subscriptions for Partnership Units.

Investors in the Partnership who subscribed through a selling agent may have been charged a sales commission at a rate negotiated between such selling agent and the investor. Such sales commission in no event exceeded 3% of the subscription amount. All of the sales of Partnership Units were exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
 
Item 3. Defaults Upon Senior Securities
 
None.
 
Item 4.  Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
None.
 
Item 6. Exhibits
Rule 13a - 14(a)/15d-14(a) Certification
Section 1350 Certification
   
EX-101.INS
XBRL Instance Document
   
EX101.SCH
XBRL Taxonomy Extension Schema
   
EX101.CAL
XBRL Taxonomy Extension Calculation Linkbase
   
EX101.DEF
XBRL Taxonomy Extension Definition Linkbase
   
EX101.LAB
XBRL Taxonomy Extension Label Linkbase
   
EX101.PRE
XBRL Taxonomy Extension Linkbase
 
 
 
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
ENDEAVOR EMERGING OPPORTUNITIES FUND, LP
     
     
Date: August 13 , 2014
 
By: Bridgeton Fund Management LLC
Its: General Partner
     
   
By: /s/ Stephen J. Roseme                               
Stephen J. Roseme, Chief Executive, Principal Executive Officer and Principal Financial Officer
 
 
 
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