SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 Commission File Number 0-17555 EVEREST FUTURES 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.) 508 North Second St., Suite 302, Fairfield, Iowa 52556 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (515) 472-5500 Not Applicable (Former name, former address and former fiscal year, if changed since last report.) 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 Part I. Financial Information Item 1. Financial Statements Following are Financial Statements for the fiscal quarter ending September 30, 1997 Fiscal Quarter Year to Date Fiscal Year Fiscal QuarterYear to Date Ended 9/30/97 To 9/30/97 Ended 12/31/96Ended 9/30/96 to 9/30/96 -------------- ------------------------------------------------------- Statement of Financial Condition X X Statement of Operations X X Statement of Changes in Partners' Capital X Statement of Cash Flows X Notes to Financial Statements X EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF FINANCIAL CONDITION UNAUDITED Sep 30, 1997 Dec 31, 1996 ------------- ------------- ASSETS Cash and cash equivalents 29,093,419 8,832,835 Equity in commodity trading accounts: Net unrealized trading gains on open contracts 2,427,922 172,918 Amount Due from broker 3,203,420 3,414,868 Interest receivable 123,722 57,780 ------------- ------------- Total assets 34,848,483 12,478,401 ============= ============= LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accrued expenses 19,750 17,922 Commissions payable 134,213 47,977 Advisor's management fee payable 111,071 38,578 Advisor's incentive fee payable 129,999 325,736 Redemptions payable 173,365 9,966 Deferred Partnership offering proceeds 0 825,703 Selling and Offering Expenses Payable 34,002 0 ------------- ------------- Total liabilities 602,400 1,265,882 Minority Interest 351,925 127,625 Partners' Capital: Limited partners (17,517.21 and 6,018.75 units 33,557,317 10,973,945 outstanding at 9/30/97 and 12/31/96, respectively) (see Note 1) General partners (175.83 units and 60.85 units 336,841 110,949 outstanding at 9/30/97 and 12/31/96, respectively) (see Note 1) ------------- ------------- Total partners' capital 33,894,158 11,084,894 ------------- ------------- Total liabilities, minority interest, and partners' capital $34,848,483 $12,478,401 ============= ============= Net asset value per outstanding unit of Partnership interest $1,915.68 $1,823.29 ============= ============= In the opinion of management, these statements reflect all adjustments necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6) EVEREST FUTURES FUND, L.P. COMBINED STATEMENTS OF OPERATIONS UNAUDITED Jul 1, 1997 Jan 1, 1997 Jul 1, 1996 Jan 1, 1996 through through through through Sep 30, 1997 Sep 30, 1997 Sep 30, 1996 Sep 30, 1996 ------------- ------------- ------------- ------------- REVENUES Gains on trading of commodity futures N/A N/A and forwards contracts, physical commodities and related options: Realized gain (loss) on closed positions 1,912,606 292,099 Change in unrealized gain (loss) on open positions 1,865,735 2,231,163 Net foreign currency translation gain (loss) (71,512) (71,761) Brokerage Commissions (416,737) (949,744) ------------- ------------- Total trading income (loss) 3,290,091 1,501,758 Interest income, net of cash management fees 375,043 836,478 ------------- ------------- Total income (loss) 3,665,134 2,338,236 General and administrative expenses Advisor's management fees 290,814 641,904 Advisor's incentive fees 128,518 128,664 Administrative expenses 17,407 46,553 ------------- ------------- Total general and administrative expenses 436,738 817,121 Minority Interest 0 0 ------------- ------------- Net income (loss) 3,228,396 1,521,115 ============= ============= PROFIT (LOSS) PER UNIT OF PARTNERSHIP INTEREST $229.44 $92.39 ============= ============= (see Note 1) (see Note 1) This Statement of Operations, in the opinion of management, reflects all adjustments necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6) EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the period January 1, 1997 through September 30, 1997 Limited General Units* Partners Partners Total ------------- ------------- ------------- ------------- Partners' capital at Jan 1, 1997 6,018.75 $10,973,945 $110,949 $11,084,894 Net profit (loss) 1,505,993 15,122 1,521,115 Additional Units Sold 11,836.72 21,681,439 210,770 21,892,209 (see Note 1) Redemptions (see Note 1) (338.25) (604,060) 0 (604,060) ------------- ------------- ------------- ------------- Partners' capital at September 30, 1997 17,517.21 $33,557,317 $336,841 $33,894,158 ============= ============= ============= ============= Net asset value per unit January 1, 1997(see Note 1) 1,823.29 1,823.29 Net profit (loss) per unit (see Note 1) 92.39 92.39 ------------- ------------- Net asset value per unit September 30, 1997 $1,915.68 $1,915.68 * Units of Limited Partnership interest. This Statement of Changes in Partners' Capital, in the opinion of management, reflects all adjustments necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6) EVEREST FUTURES FUND, LP COMBINED STATEMENTS OF CASH FLOWS UNAUDITED Jan 1, 1997 through Sep 30, 1997 ------------- Net profit (loss) 1,521,115 Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities: Change in assets and liabilities: Unrealized gain (loss) on open futures contracts (2,255,004) Interest receivable (65,942) Decrease in equity in commodity trading accounts 211,448 Accrued liabilities (35,180) Redemptions payable 163,399 Deferred Offering Proceeds (825,703) Selling and Offering Expenses Payable 34,002 Increase in minority interest 224,300 ------------- Net cash provided by (used in) operating activities (1,027,565) Cash flows from financing activities: Units Sold 21,892,209 Partner redemptions (604,060) ------------- Net cash provided by (used in) financing activities 21,288,149 ------------- Net increase (decrease) in cash 20,260,584 Cash at beginning of period 8,832,835 ------------- Cash at end of period $29,093,419 ============= This Statement of Cash Flows, in the opinion of management, reflects all adjustments necessary to fairly state the financial condition of Everest Futures Fund. (See Note 6) EVEREST FUTURES FUND, L.P. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (1) GENERAL INFORMATION AND SUMMARY Everest Futures 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 and 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 and trades forward contracts on currencies. The public offering of the Partnership's Units of limited partnership interests ("Units") 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 recommended the offering of its Units as a Regulation D, Rule 506 private placement, which continues to the present with a total of $31,424,704 for 18,362 Units sold July 1, 1995 through September 30, 1997. On February 29, 1996, the Partnership amended its Agreement of Limited Partnership permitting the Partnership to conduct its trading business by investing in other partnerships and funds and in subsidiary partnerships or other limited liability entities. Effective the close of business on March 29, 1996, the Partnership invested all of its assets in another limited partnership, Everest Futures Fund II L.P. ("Everest II"), a Delaware limited partnership in which the Partnership is the sole limited partner. As a result, the Partnership does not currently invest directly in Commodity Interests. Instead, the Partnership transferred all of its assets to Everest II in return for its Everest II limited partnership interest. Everest II invests directly in Commodity Interests through John W. Henry & Company, Inc. ("JWH"), an independent commodity trading advisor which had hitherto been the advisor to the Partnership. Everest II has two general partners, Everest Asset Management, Inc., the current General Partner of the Partnership and CIS Investments, Inc. ("CISI"), which is a wholly-owned subsidiary of Cargill Investor Services, Inc., the former clearing broker of the Partnership and now the clearing broker for Everest II (the "Clearing Broker"). CIS Financial Services, Inc. ("CISFS"), an affiliate of the Clearing Broker, acts as the Partnership's currency dealer. CISI and the General Partner are both registered with the CFTC as commodity pool operators and are members of the NFA in such capacity. On September 13, 1996 the Securities and Exchange Commission accepted for filing a Form 10 -- Registration of Securities for the Partnership. Public reporting of Units of the Partnership sold as a private placement commenced at that time and has continued to the present. Upon ten days written notice, 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. 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 upon redemption. The Partnership's Amended and Restated Agreement of Limited Partnership contains a full description of redemption and distribution procedures. The Partnership may redeem its sole limited partnership interest in Everest II effective as of the end of one business day after such redemption request has been made. Everest II's Limited Partnership Agreement contains a full description of that partnership's redemption and distribution procedures. 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 termination of Everest II shall occur on the first to occur of the following: (i) December 31, 2025; (ii) withdrawal, insolvency or dissolution of a General Partner or any other event that causes a General Partner to cease to be a general partner unless (a) at the time of such event there is at least one remaining general partner of Everest II to carry on the business of Everest II, or (b) within ninety (90) days after such event, all partners agree in writing to continue the business of Everest II and to the appointment of one or more managing general partners of Everest II, or any event which will make it unlawful for the existence of Everest II to continue. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of the Partnership conform to generally accepted accounting principles and to general practices within the commodities industry. The following is a description of the more significant of those policies which the Partnership follows in preparing its financial statements. All references to the "Partnership" herein shall mean Everest Futures Fund, L.P. or its affiliate, Everest Futures Fund II, L.P. as the context requires. Financial Accounting Standards Board ("FASB") Interpretation No. 39 Reporting Reporting in accordance with FASB Interpretation No. 39 ("FIN 39") is not applicable to the Partnership and the provisions of FIN 39 do not have any effect on the Partnership's financial statements. Revenue Recognition Commodity futures contracts, forward contracts, physical commodities and related options are recorded on the trade date. All such transactions are reported on an identified cost basis. Realized gains and losses are determined by comparing the purchase price to the sales price when the trades are offset. Unrealized gains and losses 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 quarter end. The Partnership earns interest on 100 percent of the Partnership's average monthly cash balance on deposit with the Clearing Broker equal to between 20% and 50% of the Partnership assets at a rate equal to the average 90-day Treasury bill rate for U.S. Treasury bills issued during that month. The balance of the Partnership's assets are held in an account at Citibank, N.A. invested in a range of government securities, Eurodollar, CD's and commercial paper, at the discretion of Horizon Cash Management, LLC, an investment advisor. Commissions The Partnership pays the Clearing Broker brokerage commissions equal to 0.5% of Partnership Beginning Net Asset Value each month. This amounts to approximately 6% annually of the Partnership's average Net Asset Value ("NAV"). Of this amount, the General Partner will receive approximately 83% of the fees paid equal to approximately 5% of the Partnership's average NAV. The General Partner pays CISI a monthly co-general partner fee of 1/12 of 0.40% of the month-end NAV of Everest II. Foreign Currency Transactions Trading accounts on foreign currency denominations are susceptible to both movements on underlying contract markets as well as fluctuation in currency rates. Foreign currencies are translated into U.S. dollars for closed positions at an average exchange rate for the quarter while quarter-end balances are translated at the quarter-end currency rates. The impact of the translation is reflected in the statement of operations. Statements of Cash Flows For purposes of the statements of cash flows, cash represents cash on deposit in the Partnership's bank accounts and at Horizon Cash Management LLC. (3) FEES Management fees are accrued and paid monthly and incentive fees are accrued monthly and paid quarterly. Trading decisions for the period of these financial statements were made by John W. Henry & Company, Inc. ("JWH"), the Partnership's commodity trading advisor. Pursuant to an agreement between the Partnership and JWH, JWH receives 0.33% of the month-end net asset value of the Partnership under its management. The Partnership pays JWH a quarterly incentive fee of 15% of trading profits achieved on the NAV of the Partnership allocated by the General Partner to JWH's management. The Partnership pays an annual administrative fee of $30,000 to CISI. (4) INCOME TAXES No provision for Federal Income Taxes has been made in the accompanying financial statements as each partner is responsible for reporting income (loss) based on the pro rata share of the profits or losses of the Partnership. (5) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Partnership was formed to speculatively trade Commodity Interests. It has commodity transactions and cash on deposit at its Clearing Broker. In the event that volatility of trading of other customers of the Clearing Broker impaired the ability of the Clearing Broker to satisfy its obligations to the Partnership, the Partnership would be exposed to off-balance sheet risk. Such risk is defined in Statement of Financial Accounting Standards No. 105 ("SFAS 105") as a credit risk. To mitigate this risk, the Clearing Broker, pursuant to the mandates of the Commodity Exchange Act, is required to maintain funds deposited by customers relating to futures contracts in regulated commodities in separate bank accounts which are designated as segregated customers' accounts. In addition, the Clearing Broker has set aside funds deposited by customers relating to foreign futures and options in separate bank accounts which are designated as customer secured accounts. Lastly, the Clearing Broker is subject to the Securities and Exchange Commission's Uniform Net Capital Rule which requires the maintenance of minimum net capital of at least 4% of the funds required to be segregated pursuant to the Commodity Exchange Act. The Clearing Broker has controls in place to make certain that all customers maintain adequate margin deposits for the positions which they maintain at the Clearing Broker. Such procedures should protect the Partnership from the off-balance sheet risk as mentioned earlier. The Clearing Broker does not engage in proprietary trading and thus has no direct market exposure. The counterparty of the Partnership for futures contracts traded in the United States and most non-U.S. exchanges on which the Partnership trades is the Clearing House associated with the exchange. In general, Clearing Houses are backed by the membership and will act in the event of non-performance by one of its members or one of the members' customers and as such should significantly reduce this credit risk. In the cases where the Partnership trades on exchanges on which the Clearing House is not backed by the membership, the sole recourse of the Partnership for nonperformance will be the Clearing House. The Partnership holds futures and futures options positions on the various exchanges throughout the world. The Partnership holds foreign exchange forward contracts with CISFS. CISFS acts as a broker to these transactions and deals only with bank counterparties having assets in excess of $100,000,000. As defined by SFAS 105, futures positions are classified as financial instruments. SFAS 105 requires that the Partnership disclose the market risk of loss from all of its financial instruments. Market risk is defined as the possibility that future changes in market prices may make a financial instrument less valuable or more onerous. If the markets should move against all of the futures positions held by the Partnership at the same time, and if the markets moved such that the CTA was unable to offset the futures positions of the Partnership, the Partnership could lose all of its assets and the partners would realize a 100% loss. The Partnership has a contract with one CTA who makes all of the trading decisions. The CTA trades a program diversified among the various futures contracts in the financials and metals group. The CTA trades on U.S. and non-U.S. exchanges. Cash was on deposit with the Clearing Broker and CISFS in each time period of the financial statements which exceeded the cash requirements of the Commodity Interests of the Partnership. The following chart discloses the dollar amount of the unrealized gain or loss on open contracts related to Commodity Interests for the Partnership as of September 30, 1997: COMMODITY GROUP UNREALIZED GAIN/(LOSS) FOREIGN CURRENCIES (26,432) STOCK INDICES 281,742 ENERGIES 0.00 METALS 181,195 INTEREST RATE INSTRUMENTS 1,991,417 TOTAL 2,417,822 The range of maturity dates of these exchange traded open contracts is December of 1997 to June of 1998. The average open trade equity for the period of January 1, 1997 to September 30, 1997 was $827,790. The margin requirement at September 30, 1997 was $4,931,038. To meet this requirement, the Partnership had on deposit with the Clearing Broker $4,343,403 in secured funds and $1,387,991 in non-regulated funds; the Partnership had a deficit of $99,932 in segregated funds. (6) FINANCIAL STATEMENT PREPARATION The interim financial statements are unaudited but reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments consist primarily of normal recurring accruals. These interim financial statements should be read in conjunction with the audited financial statements of the Partnership for the year ended December 31, 1996, as filed with the Securities and Exchange Commission on March 28, 1997, as part of its Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the fiscal year. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Fiscal Quarter ended September 30, 1997 The Partnership recorded a gain of $3,228,396 or $229.44 per Unit for the third quarter of 1997. This compares to a gain of $930,821 or $7.40 per Unit for the third quarter of 1996. The Partnership experienced gains during the first and third months of the quarter as a result of strong profits in global interest rate positions, metals and some currencies. During the second month of the quarter, the Partnership suffered losses in U.S and European interest rates, currencies and metals. Overall, the third quarter of fiscal 1997 ended positively for the Partnership's accounts managed by John W. Henry & Company, Inc. At September 30, 1997, John W. Henry & Company, Inc. was managing 100% of the Partnership's assets. In July, positions in U.S. Treasuries resulted in strong gains as did positions in Japanese Government bonds. In the currency markets, investors traded German marks and Swiss francs for U.S. dollars, pushing the dollar to new highs against both currencies. Silver and gold prices fell reflecting the sale by the Australian central bank of 60% of its gold reserves; the positions held by the Partnership in both metals were profitable. The Partnership recorded a gain of $3,501,485 or $255.43 per Unit in July. In August, trading volatility accounted for losses in the global interest rate sector and metals. Price reversals in the U.S. 30-year bond and U.S. and Australian 10-year notes resulted in losses for the Partnership. While losses occurred in the Deutsche mark and Swiss franc, gains were made in the Japanese yen and the Nikkei stock index. However, the Partnership recorded a loss of $975,395 or $67.07 per Unit in August. In September, moderate gains were recorded for the Partnership, reflecting profitable positions in global interest rate markets and the Japanese Nikkei. The largest gains were derived from positions in the British gilt and Japanese Government bond. Except for the Australian dollar, positions in all other currencies traded resulted in losses. Positions in silver and copper resulted in gains, offsetting losses in gold. The Partnership recorded a gain of $702,306 or $41.08 per Unit in September. During the quarter there were 4,091.83 additional Units sold, including 39.45 Units sold to the General Partner. Additional Units sold during the quarter represented a total of $7,755,886.35. Investors redeemed a total of 107.50 Units during the quarter. At the end of the quarter there were 17,693.04 Units outstanding (including 175.83 Units owned by the General Partner). During the fiscal quarter ended September 30, 1997, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. See Footnote 5 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 5, 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. Fiscal Quarter ended September 30, 1996 The Partnership recorded a gain of $53,630 or $8.09 per Unit for the third quarter of 1996. This compares to a loss of $62,170 or $55.79 per Unit for the third quarter of 1996. The first and second months of the quarter saw losses in currencies and metals. Favorable positions in global interest rates and metals generated solid gains in the third month of the quarter. Overall, the third quarter ended positively for the Partnership's account managed by John W. Henry & Company, Inc. In July, sharp declines in the U.S. stock market weakened the dollar against other key currencies as some investors fled U.S. assets in search of opportunities overseas. In foreign exchange, the U.S. dollar lost ground against the German mark and the Japanese yen as the prospect for a hike in U.S. interest rates seemed more unlikely. Positions in gold and silver were unprofitable as were positions in global stock indices. The Partnership recorded a loss of $142,018 or $28.05 per Unit in July. The Japanese yen, German mark and U.S. dollar fluctuated throughout the month of August. Market participants in the financial markets remained cautious, with few willing to take positions prior to key central bank policy meetings and economic reports slated at month end. The German Bundesbank's decision to sharply lower a key interest rate surprised the market and sparked a European bond rally. The Japanese yen, German mark and U.S. dollar fluctuated throughout the month. The Partnership recorded a loss of $58,269 or $11.52 per Unit in August. In September, the U.S. dollar reached a ten-week high against the Japanese yen, the German mark and the Swiss franc. Overseas investors followed closely the budget reports of key European nations seeking to meet Maastricht Treaty criteria for membership in the EMU. Convinced of the commitment of these nations to the EMU and of the concurrent necessity for low European interest rates to ensure economic growth, foreign investors turned to higher yielding U.S. dollar-denominated assets. Foreign central banks were heavy buyers of U.S. bonds. The Partnership recorded a profit of $253,918 or $47.66 per Unit in September. During the quarter, additional Units sold consisted of 1,072.50 limited partnership units; there were 6.58 general partner units sold . Additional Units sold during the quarter represented a total of $1,568,494. There were 437.213 Units redeemed during the quarter. At the end of the quarter there were 5,311.21 Units outstanding (including 53.27 Units owned by the General Partner). During the fiscal quarter ended September 30, 1996, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. 			 Fiscal Quarter ended June 30, 1997 The Partnership recorded a loss of $1,677,066 or $145.22 per Unit for the second quarter of 1997. This compares to a gain of $195,430.48 or $30.96 per Unit for the second quarter of 1996. During the first two months of the quarter the Partnership experienced losses primarily as a result of losses in precious metals and foreign exchange. The third month experienced gains due to profitable positions in metals, interest rates and stock indices. Overall, the second quarter of fiscal 1997 ended negatively for the Partnership's accounts managed by John W. Henry & Company, Inc. At June 30, 1997, John W. Henry & Company, Inc. was managing 100% of the Partnership's assets. In April, yields on the U.S. Treasury 30-year bond soared to a nine-month high, only to fall by month end resulting in losses in interest rates. The U.S. dollar continued its rise in the weeks leading up to the meeting of the G-7 finance ministers, reaching new highs against the Japanese yen and the German mark. In precious metals, both gold and silver prices declined as investors' concerns over U.S. inflation subsided. However, the Partnership recorded a loss of $564,694.80 or $51.83 per Unit in April. Worldwide political events upset currency markets in May. The British pound rallied sharply, but briefly, hitting its highest intraday level since August 1992 after a surprise decision by Britain's newly elected Labour Government to give the Bank of England more autonomy in setting interest rates. In Japan, official warnings of intervention to cap the U.S. dollar's rise against the Japanese yen and a report that the Bank of Japan might raise a key interest rate pushed the dollar to a 4 1/2 month low against the Japanese currency. Surprising strength in the polls by French socialists and sharp disagreement in Germany over the use of gold reserves to meet criteria for European union membership threw the future of that monetary union in doubt. Trading in stock indices generated gains, while trading in metals was mixed. The Partnership recorded a loss of $2,033,600.89 or $161.18 per Unit in May. In June, gold prices fell to a four-year low as the U.S. dollar strengthened and inflation indicators remained favorable. Positions in both gold and silver were profitable. Continued uncertainty surrounding the European currency union benefited bond markets outside the EMU circle of nations. In the currency markets, the Swiss monetary authority's determination to keep the franc from appreciating against major currencies succeeded in pushing the price of that currency down. The Partnership recorded a gain of $921,229.59 or $67.79 per Unit in June. During the quarter there were 2,980.95 additional Units sold, including 27.86 Units sold to the General Partner. Additional Units sold during the quarter represented a total of $5,119,517.05. Investors redeemed a total of 166.75 Units during the quarter. At the end of the quarter there were 13,708.72 Units outstanding (including 136.38 Units owned by the General Partner). During the fiscal quarter ended June 30, 1997, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. Fiscal Quarter ended June 30, 1996 The Partnership recorded a gain of $195,430.48 or $30.96 per Unit for the second quarter of 1996. Favorable positions in global currency and physical commodity markets generated profits in the first and third months of the quarter. The second month of the quarter saw losses in metals and global interest rates. Overall, the second quarter ended positively for the Partnership's account managed by John W. Henry & Co., Inc. In April, the currency markets saw relatively high U.S. bond yields which attracted investors to the U.S. dollar, thus strengthening the dollar against the German mark and Swiss franc. The Partnership recorded a profit of $143,922.62 or $24.88 per Unit in April. In May, the British pound declined to a two-year low against the U.S. dollar early in the month, but rallied back by the end of the month well ahead of the dollar as well as the German mark. The Partnership recorded a loss of $111,199.25 or $17.94 per Unit in May. In June, the metals markets were impacted by repercussions from the Sumitomo copper trading losses and by an increase in the world supply of gold; the result of selling by central banks. The U.S. dollar reached a 28-month high against the Japanese yen early in the month, but ended lower at month's end as investors turned to higher yielding European currencies. The Partnership recorded a profit of $162,707.11 or $24.02 per Unit in June. During the quarter, additional Units sold consisted of 7,198.77 limited partnership units and 100 general partner units. Additional Units sold during the quarter represented a total of $7,329,302.40. There were no Units redeemed during the quarter. At the end of the quarter there were 7,298.77 Units outstanding (including 100 Units owned by the General Partner). During the fiscal quarter ended June 30, 1996, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. Fiscal Quarter ended March 31, 1997 The Partnership recorded a loss of $30,215 but a gain of $8.17 per Unit for the first quarter of 1997. During the first month of the quarter, the Partnership experienced gains primarily as a result of profits in foreign exchange rates, while during the next two months losses were recorded due in part to the direction of U.S interest rates. Overall, the first quarter of fiscal 1997 ended negatively for the Partnership's accounts managed by John W. Henry & Company, Inc. In January, the U.S. dollar continued to dominate world currencies, reflecting both sound economic fundamentals and a policy, shared by both the U.S. central bank and Treasury administration officials, in support of a strong dollar. The Japanese yen suffered from problems in the Japanese banking sector. Rising unemployment and weak economic numbers in Germany once again drove the German mark down against the U.S. dollar. Trading in the British pound grew increasingly volatile as prospects for an interest rate increase in Britain weakened. Gold prices reached a three year low at mid-month. The Partnership recorded a profit of $462,923 or $70.99 per Unit in January. In February, the U.S. dollar reached new highs against the German mark, Japanese yen and Swiss franc. The Federal Reserve chairman hinted of a possible hike in interest rates which sent the dollar soaring. Volatility in global interest rate markets continued to be fueled by speculation on the direction of interest rates. Early in the month, central banks in Germany, England and the U.S announced their decisions to keep rates stable. In commodity markets, gold prices rose as demand was rekindled by the lowest spot prices since 1993. The Partnership recorded a loss of $334,934 or $44.81 per Unit in February. In March, speculation over the direction of U.S. interest rates unsettled financial markets around the world. Rising U.S. interest rates, unease over first quarter corporate earnings and lofty stock evaluations resulted in turmoil in U.S equity markets. In Europe, renewed speculation about a delay in the European Union's plans for economic and monetary union pushed the German mark higher against the U.S. dollar. The Partnership recorded a loss of $158,204 or $18.01 per Unit in March. During the quarter, additional units sold consisted of 4,831.23 limited partnership units and 47.67 general partner units. Additional units sold during the quarter represented a total of $9,016,805. Investors redeemed a total of 63.99 Units during the quarter. At the end of the quarter there were 10,894.50 Units outstanding (including 108.52 Units owned by the General Partner). During the fiscal quarter ended March 31, 1997, the Partnership had no credit exposure to a counterparty which is a foreign commodities exchange or to any counterparty dealing in over the counter contracts which was material. Part II. OTHER INFORMATION Item 1. Legal Proceedings The Partnership and its affiliates are from time to time parties to various legal actions arising in the normal course of business. The General Partner believes that there no proceedings threatened or pending against the Partnership or any of its affiliates which, if determined adversely, would have a material adverse effect on the financial condition or results of operations of the Partnership. Item 2. Changes in Securities None Item 3.	Defaults Upon Senior Securities None Item 4.	Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a) Exhibits None b) Reports on Form 8-K On September 29, 1997 a Form 8-K was filed to report that Ernst & Young, the former accountant of the Registrant, was dismissed on September 23, 1997. The Registrant engaged KPMG Peat Marwick LLP as its new independent accountant effective September 24, 1997. The decision to change accountants was recommended by the Board of Directors of the General Partner of the Registrant. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized. EVEREST FUTURES FUND, L.P. Date: November 13, 1997 By: Everest Asset Management, Inc., its General Partner By: /s/ Peter Lamoureux Peter Lamoureux President