SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K
Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended Commission
December 31, 1997 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
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No __
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation SK is not contained herein
and will not be contained to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of Form 10K: [ X ]
The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant as of February
28, 1998: $40,912,077
Part 1
Item 1. Business
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. Its General Partner is
Everest Asset Management, Inc. (the "General Partner") a
Delaware corporation organized in December, 1987.
The Partnership was initially organized on June 20, 1988 under
the name Everest Energy Futures Fund, L.P. and its initial
business was the speculative trading of Commodity Interests,
with a particular emphasis on the trading of energy-related
commodity interests. However, effective September 12, 1991, the
Partnership changed its name to "Everest Futures Fund, L.P." and
at the same time eliminated its energy concentration trading
policy. The Partnership thereafter has traded futures contracts
and options on futures contracts on a diversified portfolio of
financial instruments and precious metals as well as forward
contracts on currencies.
The initial public offering of the Partnership's Units of
limited partnership interests ("Units") pursuant to a
registration statement on Form S-18 and Prospectus was declared
effective and commenced on or about December 6, 1988. On
February 1, 1989, the initial offering period for the
Partnership was terminated, by which time the Net Asset Value of
the Partnership was $2,140,315.74. Beginning February 2, 1989,
an extended offering period commenced which terminated on July
31, 1989, by which time a total of 5,065.681 Units of Limited
Partnership Interest were sold. Effective May, 1995 the
Partnership ceased to report as a public offering. On July 1,
1995 the Partnership recommenced the offering of its Units as a
Regulation D, Rule 506 private placement, which continues to the
present with a total of 19,141.90 additional Units sold for
$33,008,744 since July 1, 1995 through December 31, 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 close of business on March 29, 1996 the
Partnership invested all of its assets in another limited
partnership, the 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 the Financial
and Metals Portfolio of John W. Henry & Company, Inc. ("JWH"),
an independent commodity trading advisor which had hitherto been
the advisor to the Partnership.
The main advantage in creating Everest II was the continued
ability of Limited Partners to invest in the Financial and
Metals Portfolio of JWH. JWH is one of the leading commodity
trading advisors in the managed futures industry, measured both
in terms of total assets under management and historical
performance. With approximately $2.4 billion under management,
JWH no longer accepts direct managed accounts from individual
investors. The Partnership is currently one of only a few
investment vehicles which provide U.S. investors with access to
the JWH Financial & Metals Portfolio. The General Partner
currently believes that retaining JWH as trading advisor for the
Partnership is important to the Partnership's continued success.
As a result, the General Partner chose to establish Everest II
as the means of retaining JWH as trading advisor.
The General Partner does not believe that the Partnership's
investment in Everest II will cause any significant or material
disadvantage to Limited Partners. The co-general partner fee
being paid to CIS Investments, Inc. is being borne directly by
the General Partner, not by the Partnership. All other fees and
expenses of the Partnership, except for operating expenses,
remain the same as prior to the creation of Everest II.
Operating expenses are a semi-variable expense with respect to
the Partnership's size, and have decreased as a percentage of
Net Asset Value since the creation of Everest II given the
growth in the Partnership's assets which is due to the retention
of JWH.
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 commodity broker
of the Partnership and now the commodity broker for Everest II
(Cargill Investor Services, Inc. is hereafter referred to as the
"Commodity Broker"). CIS Financial Services, Inc. ("CISFS"), an
affiliate of the Commodity Broker, acts as the Partnership's
currency dealer. CISI and the General Partner are registered
with the Commodity Futures Trading Commission (the "CFTC") as
commodity pool operators and are members of the National Futures
Association (the "NFA") in such capacity.
On September 13, 1996 the Commission accepted a voluntary
filing by the Partnership of a Form 10 - General Form for
Registration of Securities, and public reporting of Units of the
Partnership sold as a private placement commenced at that time
and has continued to the present.
Upon 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 at 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.
The address of the General Partner and the Partnership is 508
North Second Street, Suite 302, Fairfield, Iowa 52556, and the
telephone number is (515) 472-5500. The General Partner changed
its name as of March 1, 1994 and amended its Certificate of
Incorporation, with no other changes, accordingly. In
accordance with the provisions of the Commodity Exchange Act and
the rules of the NFA, the General Partner is registered as a
commodity pool operator and a commodity trading advisor, JWH is
registered as a commodity trading advisor and the Commodity
Broker is registered as a futures commission merchant, each
subject to regulation by the CFTC. Each is also a member of the
NFA in such capacity.
The General Partner through the Partnership's participation in
Everest II, to the exclusion of the limited partners of the
Partnership (the "Limited Partners"), manages and conducts the
business of the Partnership. Thus the General Partner (i)
selects and monitors the independent commodity trading
advisor(s) and the Commodity Broker; (ii) allocates and/or
reallocates assets of the Partnership to or from JWH and/or the
advisor(s); (iii) determines if an advisor or commodity broker
should be removed or replaced; (iv) negotiates management fees,
incentive fees and brokerage commissions; (v) determines its own
compensation with respect to management and administrative fees;
and (vi) performs such other services as the Partnership may
from time to time request, except that all trading decisions are
made by JWH and not the General Partner. In addition, the
General Partner selects their commodity broker(s) that will
clear trades for the advisor(s). Cargill Investor Services,
Inc. currently acts as Everest II's commodity broker and CIS
Financial Services, Inc., an affiliate of the Cargill Investor
Services, Inc., acts as Everest II's currency dealer.
The General Partner is responsible for the preparation of
monthly and annual reports to the Limited Partners; filing
reports required by the CFTC, the NFA, the SEC and any other
federal or state agencies having jurisdiction over the
Partnership's operations; calculation of the Net Asset Value
(meaning the total assets less total liabilities of the
Partnership {for a more precise definition, see the Exhibit
"Form 10 - General Form for Registration of Securities"
incorporated by reference hereto}) and directing payment of the
management and incentive fees payable to JWH or the advisor(s)
under an advisory agreement(s) entered into with the commodity
trading advisor(s).
The Partnership is now the beneficial owner of the sole limited
partnership interest of Everest II. The Partnership is not,
however, an investment company of the Partnership within the
meaning of the Investment Company Act of 1940, because (i) the
Partnership does not otherwise invest, reinvest, own, hold or
trade securities, (ii) the Partnership shall continue to hold at
least 50% of the limited partnership interest in Everest II,
(iii) the Partnership does not fall within the meaning of an
investment company under Section 3(a) of the 1940 Act, (iv) the
Limited Partners continue to have the right to remove the
General Partner of the Partnership, and (v) the Partnership
continues to have the right to remove the general partners of
Everest II.
The General Partner does not believe that the Partnership's
investment in Everest II will cause any significant or material
disadvantage to Limited Partners. The co-general partner fee
being paid to CISI is being borne directly by the General
Partner, not by the Partnership. All other fees and expenses of
the Partnership, except for operating expenses, remain the same
as prior to the creation of Everest II. Operating expenses are
a semi-variable expense with respect to the Partnership's size,
and have decreased as a percentage of Net Asset Value since the
creation of Everest II given the growth in the Partnership's
assets which is due to the retention of JWH.
As a result of the Partnership's investment in Everest II, the
majority of the Partnership's trading and operating expenses
have been transferred to Everest II. This transfer is not
expected to have any material economic effect on the overall
fees and expenses attributable to Partnership investors. The
Partnership continues to pay its own operating expenses, but as
of the close of business on March 29, 1996, Everest II is now
obligated to pay the substantial trading and operational
expenses and to pay an incentive fee to its trading advisor.
These expenses materially affect the net results of an
investment in the Partnership, reducing net profits and
increasing net losses. The Partnership would have to make a
8.81% return on its investments during the initial year of a
Limited Partner's investment in the Partnership in order for a
Limited Partner to break even during the Limited Partner's first
year of investment in the Partnership. The fees and expenses of
the Partnership and Everest II are described in more detail in
the Partnership's offering memorandum which are incorporated
herein by reference.
Everest II pays the Commodity Broker a brokerage commission
charge equal to 0.5% of the Partnership's Beginning Net Asset
Value as of the beginning of each month (approximately 6%
annually). Approximately 80% of this amount is rebated by the
Commodity Broker to the General Partner. From this rebated
amount, the General Partner pays CISI a monthly co-general
partner fee equal to 1/12 of 0.40% of the month-end NAV of
Everest II. However, in the event an opinion of counsel is
obtained which permits CISI to reduce its capital account to
0.50% or less of Everest II's NAV, then the annual rate of the
monthly co-general partner fee will thereafter be 0.25%. If
there is a material change in Everest II's brokerage commission
structure, investors and Limited Partners will be informed in
writing. The Commodity Broker may, in the future, increase the
fee charged to Everest II.
The General Partner in turn pays a portion of such amount to
the Selling Agent and additional selling agents as selling
commissions. In addition, the Partnership reimburses the
General Partner for the actual organization and offering
expenses advanced by it, not to exceed one percent of the Net
Asset Value of Units sold. Organization and offering expenses
shall mean all expenses incurred by the Partnership or the
General Partner in connection with and in preparation to offer
and distribute the Units to investors, including, but not
limited to, expenses for traveling, printing, engraving,
mailing, salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow holder,
depositories, experts, expenses of qualification of the sales of
its securities under state law, including taxes and fees and
accountants' and attorneys' fees.
Everest II pays its current commodity trading advisor, John W.
Henry & Company, Inc. a monthly management fee equal to 0.333%
(approximately 4% annually) of Everest II's month-end Allocated
Assets and a quarterly incentive fee equal to 15% of Everest
II's New Net Trading Profits as of the end of each quarter.
The Commodity Broker has agreed to pay Everest II interest on
Everest II's assets (including open trade equity) deposited with
it during a month at the average of 91-day U.S. Treasury Bills
purchased by the Commodity Broker during each month. The
Commodity Broker will retain all excess interest, if any, earned
on Everest II assets, above the amount of interest paid to
Everest II. The interest rate to be paid by the Commodity
Broker to Everest II is a negotiated rate which has been
negotiated between the Commodity Broker and the General Partner.
The actual interest income on Everest II's assets earned by the
Commodity Broker may be greater than or less than the negotiated
rate to be paid by the Commodity Broker to Everest II. The
Commodity Broker will also be responsible for execution and
clearance of futures contracts (and possibly certain other
Commodity Interests).
A selling commission of 3% of the Net Asset Value of Units sold
will be paid, unless waived in whole or in part by the General
Partner, by the Limited Partners to Capital Management Partners,
Inc. ("Capital") or the additional selling agents in connection
with the sale of the Units. Capital is a CFTC-regulated
introducing broker, an NFA member, and an affiliate of the
General Partner. The General Partner may pay up to 100% of the
funds it receives from the Commodity Broker to Capital and the
additional selling agents as additional selling commission.
The Partnership is obligated to pay its periodic operating
expenses and extraordinary expenses. Although those expenses
will vary depending on the Partnership's size, it is estimated
that the periodic operating expenses will total on a combined
Partnership and Everest II basis approximately $65,000 annually.
Extraordinary expenses for these purposes include expenses
associated with significant non-recurring litigation including,
but not limited to, class action suits and suits involving the
indemnification provisions of the Agreement of Limited
Partnership or any other agreement to which the Partnership is a
party. By their nature, the dollar amount of extraordinary
expenses cannot be estimated. All expenses shall be billed
directly and paid for by the Partnership. The Partnership's
operating expenses for the years 1992-1997 can be found in the
table in Item 6 below.
Neither the Partnership, the General Partner nor CISI has any
employees other than their officers and directors, all of whom
are employees of affiliated companies of the Partnership, the
General Partner, and CISI. Rather, the General Partner, in its
capacity as a CFTC-regulated commodity pool operator, contracts
the services of research, fund administration, client support
(marketing) and management information systems and analysis to
Capital. As of December 31, 1997 Capital had 9 employees.
The Partnership's business constitutes only one segment for
financial reporting purposes; and the purpose of this limited
partnership is to directly or indirectly through its investment
in Everest II to trade, buy, sell, spread or otherwise acquire,
hold or dispose of Commodity Interests including futures
contracts, forward contracts, physical commodities and related
options thereon. The objective of the Partnership's business is
appreciation of its assets through speculative trading in such
Commodity Interests. Financial information about the
Partnership's business, as of December 31, 1997 is set forth
under Items 6 and 7 herein.
For a description of commodity trading and its regulation, see
the Prospectus filed on Form S-18 and the Confidential Private
Placement Memorandum filed as part of the Form 10 and included
in the exhibits hereto.
The Current Offering
On July 1, 1995 the Partnership reopened for investment as a
Regulation D, Rule 506 private placement offering an unlimited
amount of limited partnership interests. On September 19, 1996
the Commission accepted a Form 10 - General Form for
Registration of Securities submitted by the Partnership thereby
making the Partnership a public reporting private placement
offering. It also qualified the Partnership as a "publicly
offered security" as defined in the Employee Retirement Income
Security Act of 1974 ("ERISA") rules permitted it to accept
investment of an unlimited amount of plan assets as defined in
ERISA. Hitherto, as a private placement the Partnership could
accept ERISA plan assets representing no more than 25% of the
total investment in the Partnership. The limited partnership
interests are offered by the Selling Agent and additional
selling agents with a minimum subscription amount of $26,000
(the minimum subscription amount for employee benefit plans and
individual retirement accounts is $10,000).
Competition
JWH and any other advisor(s) of the Partnership, its or their
respective principals, affiliates and employees are free to
trade for their own accounts and to manage other commodity
accounts during the term of the Advisory Agreement and to use
the same information and trading strategy which JWH obtains,
produces or utilizes in the performance of services for the
Partnership through its investment in Everest II. To the extent
that JWH recommends similar or identical trades to the
Partnership and other accounts which it manages, the Partnership
may compete with those accounts for the execution of the same or
similar trades.
Other trading advisors who are not affiliated with the
Partnership may utilize trading methods which are similar in
some respects to those methods used by JWH or any other future
Partnership's advisor(s). These other trading advisors could
also be competing with the Partnership for the same or similar
trades as requested by the Partnership's advisor(s).
Item 2. Properties
The Partnership does not utilize any physical properties in the
conduct of its business. The General Partner and CISI use the
offices of the Selling Agent and CIS respectively, at no
additional charge to the Partnership, to perform their
administrative functions, and the Partnership uses the offices
of the Selling Agent, again at no additional charge to the
Partnership, as its principal administrative offices.
Item 3. Legal Proceedings
The General Partner is not aware of any material pending legal
proceedings to which the Partnership or the General Partner is a
party or to which any of their assets is subject.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Units & Related Security Holder
Matters
(a) There is no established public market for the Units and
none is expected to develop.
(b) As of December 31, 1997, there were 18,064.98 Units held by
Limited Partners and 181.93 held by the General Partner.
A total of 488.36 Units were redeemed from January 1, 1997
to December 31, 1997. The Partnership's Second Amended and
Restated Agreement of Limited Partnership contains a full
description of redemption and distribution procedures.
(c) To date no distributions have been made to partners of the
Partnership.
The Agreement of Limited Partnership does not provide for a
regular or periodic cash distributions, but gives the General
Partner sole discretion in determining what distributions, if
any, the Partnership will make to its partners. The General
Partner has not declared any such distributions to date, and
does not currently intend to declare any such distributions.
Item 6. Selected Financial Data
December 31,
1993 1994 1995 1996 1997
(In thousands, except amounts per Unit)
1. Operating Revenues $664 ($157) $569 $3,205 $7,337
2. Income (Loss) from
Continuing Operations 362 (393) 371 2,080 4,190
3. Income (Loss) Per Unit 335.84 (398.79) 416.06 377.35 240.05
4. Total Assets 1,507 967 2,279 12,478 39,462
5. Long Term Obligations 0 0 0 0 0
6. Cash Dividend per Unit 0 0 0 0 0
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
Most U.S. commodity exchanges limit by regulations the amount
of fluctuation in commodity futures contract prices during a
single trading day. These regulations specify what are referred
to as "daily price fluctuation limits" or "daily limits". The
daily limits establish the maximum amount the price of a futures
contract may vary either up or down from the previous day's
settlement price at the end of a trading session. Once the
daily limit has been reached in a particular commodity, no
trades may be made at a price beyond the limit. Positions in
the commodity could then be taken or liquidated only if traders
are willing to effect trades at or within the limit during the
period fro trading on such day. Because the "daily limit" rule
only governs price movement for a particular trading day, it
does not limit losses. In the past, futures prices have moved
the daily limit for numerous consecutive trading days and
thereby prevented prompt liquidation of futures positions one
side of the market, subjecting commodity futures traders holding
such positions to substantial losses for those days.
It is also possible for an exchange or the CFTC to suspend
trading in a particular contract, order immediate settlement of
a particular contract, or direct that trading in a particular
contract be for liquidation only.
For the year ended December 31, 1997, investors redeemed a
total of 488.36 Units for $905,220. For the year ended December
31, 1996, investors redeemed a total of 1,182.117 Units for
$1,762,323.
During 1997, investors purchased 12,655.67 Units (including the
General Partner's purchase of 121.08 Units) for $23,279,779. On
December 31, 1997 the Partnership had unrealized profits of
$1,821,509 and cash on deposit of $31,204,067. These figures
compare to unrealized profits of $172,918 and cash on deposit of
$8,832,835 as of December 31, 1996.
Since the March 29, 1996 investment by the Partnership of all
of its assets in Everest II there has been no actual credit risk
exposure to the Partnership beyond its actual investment in
Everest II.
As of December 31, 1997, Everest II had no credit risk exposure
to a counterparty which is a foreign commodities exchange which
was material. Everest II trades on recognized global futures
exchanges. In addition, over the counter contracts in the form
of forward foreign currency transaction are traded by Everest
II. As of December 31, 1997, the Partnership had $4,539,708 on
deposit at CISFS. CISFS does not deal in foreign exchange
forwards, but acts as a broker, placing the trades immediately
with large banks having assets in excess of $100 million. At
the settlement date, all transactions with each of the banks are
netted and any excess or deficit is received from or sent to the
bank. All of the Partnership's foreign exchange transactions
are transacted in US dollars.
See Footnote 5 of the Financial Statements for procedures
established by the General Partner to monitor and minimize
market and credit risks for the Partnership. As long as the
Partnership invests all of its assets in Everest II, these
procedures will be primarily monitoring the performance of
Everest II and monitoring of the daily net asset value of
Everest II. CISI, one of the general partners of Everest II,
reviews on a daily basis reports of Everest II's performance,
including monitoring of the daily net asset value of Everest II.
The financial situation of the Commodity Broker is monitored
on a monthly basis to monitor specific credit risks. The
Commodity Broker does not engage in proprietary trading and thus
has no direct market exposure which provides the general
partners with assurance that Everest II, and thus the
Partnership, will not suffer trading losses through the
Commodity Broker.
Year 2000 Issue
The Partnership does not have any anticipated costs, problems
or uncertainties associated with the Year 2000 issue. The
Partnership has contracted with CISI, a co-General Partner of
Everest II, to provide the Partnership with certain calculations
and reports, so if the Year 2000 issue is material to CISI, then
it may impact the Partnership. However, the Year 2000 issue is
not material for CISI since the administration software is
currently being replaced and will be in compliance with Y2000
prior to the end of 1998. In addition, the Commodity Broker is
undergoing an intensive review to determine what areas (if any)
are not in compliance with Y2000, and expects to be in
compliance by the end of 1998. Neither the software replacement
nor the compliance review are expected to be material or to
yield noncompliance issues that are material.
Results of Operations
The Partnership's assets through its exclusive investment in
Everest II were traded entirely by the John W. Henry & Company,
Inc. Financial and Metals Portfolio. This strategy concentrates
on the financial futures markets including the global interest
rate contracts, foreign exchange, and stock indices. It also
trades precious metals.
During 1997 the global futures markets showed a great deal of
volatility and John W. Henry & Company, Inc., the Partnership's
sole commodity trading advisor, was well positioned to profit
from these moves. The Partnership produced a net gain of 13.17%
for the calendar year. The year 1997 was marked by declining
gold prices and interest rates around the globe and a rising
U.S. dollar relative to the German mark and Japanese yen. The
strength of these market moves proved beneficial to the
Partnership. The price of gold declined to the lowest level in
over a decade reflecting its declining value as an alternative
monetary asset as central banks increased their willingness to
sell or lease the precious metal. Solid gains were generated in
the global interest rate markets, particularly in the Japanese
Government bond where yields plummeted to historic lows as the
nation sank relentlessly into a recession. Strong gains were
also recorded in Australian 10-year bonds and 3-year notes and
in German and Italian bonds. Gains were realized in positions
in the German mark, which weakened in world markets as hopes for
European monetary union rose. The U.S. dollar dominated the
world currencies reflecting sound economic fundamentals in the
U.S. The Partnership ended the year with a profit of
$4,190,161.
During 1996, the gains for the year occurred mostly during
October (13.48%) and November (10.98%). During these months
there were price trends in global bonds, currencies, and metals
which were favorable to the trading strategy of JWH's Financial
& Metals Portfolio.
Since the commencement of trading on February 1, 1989 the
Partnership has experienced a cumulative gain of 106.33% through
December 31, 1997. For further discussion and analysis of
financial condition please refer to the Notes to the Combined
Financial Statements attached hereto.
In addition to the above general analysis of the markets that
resulted in the trading gains of the Partnership, following is
an analysis of the changes in the various line items of the
financial statements which should enhance the readers
understanding of the results of the past fiscal year.
Although the Partnership enjoyed a gain of $4.2 million for the
year, the majority of the increased assets of the Partnership
came from new investment. During 1997, new investment exceeded
redemptions by $22 million, compared to $7.6 million for 1996.
This new investment is reflected in the $22.3 million increase
in "Cash and cash equivalents" in the Statements of Financial
Condition. This increased investment in the Partnership and the
profits enjoyed by the Partnership during the year also were
also reflected in the $2.9 million increase in "Cash on deposit
with Clearing Broker" and caused the $64,000 increase in
"Interest receivable".
These larger asset balances also caused higher ending balances
in "Accrued expenses" (an increase of $90,000) and "Advisor's
management fees payable" (an increase of $190,000). "Minority
interest" also increased by $260,000 because the higher investor
contributions required a larger General Partner investment to
meet the 1% investment requirement as described in the
prospectus.
The larger asset balances also reflected themselves in the
Statements of Operations. Larger asset levels allow for larger
positions being traded. Larger positions traded allow for
greater gains or losses (this year the Partnership realized
gains which were $1.7 million greater than in 1996, which was
$2.3 million greater than in 1995), larger change in unrealized
trading gains (an increase of $1.6 million over 1996, which was
$100,000 greater than 1995) and larger brokerage commissions
(expenses $1.5 million greater than for 1996, which was $300,000
greater than 1995).
Both the greater investment level and the gains recorded caused
an increase in management fees, which are based on asset levels,
and increased $700,000 over 1996 (which was $230,000 greater
than 1995). Because the Partnership enjoyed greater gains in
1997 than in 1996, incentive fees paid to the commodity trading
advisor trading the Partnership also increased by $200,000 over
1996, which was $300,000 greater than 1995.
Increased trading levels also allow the Partnership to have
larger balances in currencies other than U.S. dollars, in order
to allow the Partnership to trade in those currencies. Because
the U.S. dollar became stronger throughout the year, these
balances lost value for the Partnership (a $112,000 greater loss
in 1997 than in 1996).
Inflation
Inflation does have an effect on commodity prices and the
volatility of commodity markets; however, inflation is not
expected to have an adverse effect on the Partnership's or
Everest II's operations or assets.
Item 7(A). Quantitative and Qualitative Disclosures About Market
Risk
Not Applicable.
Item 8. Financial Statements and Supplementary Data
Reference is made to the financial statements and the notes
thereto attached to this report.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
Item III
Item 10. Directors and Executive Officers of the Registrant.
The General Partner, Everest Asset Management, Inc., is the
sole general partner and commodity pool operator of the
Partnership. It is a Delaware corporation incorporated in 1987,
is and has been registered with the CFTC as a commodity pool
operator since July 1, 1988 and is and has been a member of the
National Futures Association since that date. Its address is
508 North Second Street, Suite 302, Fairfield, Iowa 52556 and
its telephone number is (515) 472-5500.
The officers and directors of the General Partner as of
December 31, 1997 are listed below:
Peter Lamoureux. Mr. Lamoureux, (born in 1950), has been
President, Treasurer and Secretary of the General Partner since
November 1996. He joined the General Partner and Capital
Management Partners, Inc., a selling agent and affiliate of the
Partnership, in 1991 and has had primary responsibility for
Partnership syndication for the past two years. Prior to
joining the General Partner, Mr. Lamoureux was Manager of
Refined Products with United Fuels International, Inc., an
energy brokerage firm in Waltham, Massachusetts. He received
his B.S. in Education from Rhode Island College, R.I.
Teresa Prange. Ms. Teresa Prange (born in 1954) became Chief
Financial Officer of the General Partner in 1993. She joined
Capital Management Partners, Inc., a selling agent and affiliate
of the Partnership, in March 1992 where she was responsible for
various financial, accounting and back office activities. Prior
to this, she was self-employed as a copyrighting research
consultant from October 1991 through March 1992. From 1987
through October 1991, Ms. Prange worked as an accountant for
Zimmerman Capital Group. She possesses a B.A. and M.B.A. from
M.I.U., Fairfield, Iowa and became a Certified Public Accountant
in 1988.
Steven L. Foster. Mr. Foster, (born in 1948), has been
associated with the General Partner since 1987, initially as its
Chief Executive Officer and a director and since 1991 as a
director. His term of office as director is annual. Since
1987, Mr. Foster has been a director of Capital Management
Partners, Inc. Mr. Foster has served as Executive Vice
President of United Fuels International, Inc., an oil brokerage
firm based in Waltham, Massachusetts, since 1980. From 1990 to
1994, he served as President of Jillian's Entertainment Corp.
and now serves as Chairman of the Board. During 19781979, Mr.
Foster served as President of Spin Off, Inc., a Boston based
entertainment firm. From May 1977 until June 1978, Mr. Foster
served as a law clerk and from July 1978 until May 1979 as an
attorney with the firm of Gordon, Hurwitz, Butowski, Baker,
Weitzen and Shalov in New York City. Mr. Foster received his
J.D. from Boston University, graduating Magna Cum Laude in 1978.
Mr. Foster received his B.A. degree from Brandeis University.
Steven L. Rubin. Mr. Rubin, (born in 1952), has been
associated with the General Partner as a director since 1987.
His term of office as director is annual. Since 1987, Mr. Rubin
has been a director of Capital Management Partners, Inc. Mr.
Rubin has served as President of United Fuels International,
Inc., an oil brokerage firm based in Waltham, Massachusetts,
since 1980. United Fuels International's affiliated companies
include: United Crude Oil, Inc. based in Westport, Connecticut;
United Crude U.K. based in London; and United Fuels
International. Mr. Rubin served for one year as an oil broker
with Amerex Oil Associates in Livingston Manor, New York. Mr.
Rubin is a graduate of Brown University.
The General Partner does not trade commodities for its own
account but its principals may. Because of their confidential
nature, records of such trading will not be available to Limited
Partners for inspection.
There have been no material criminal, civil or administrative
actions during the preceding five years or ever against the
General Partner or its principals.
The Partnership's investee partnership, Everest II Futures Fund
L.P.:
The two co-general partners of Everest II are Everest Asset
Management, Inc. which is the General Partner of the
Partnership, and CIS Investments, Inc. which is a wholly-owned
subsidiary of the Commodity Broker, and are the commodity pool
operators of Everest II. CIS Investments, Inc. is a Delaware
corporation incorporated in 1983, is and has been registered
with the CFTC as a commodity pool operator since December 13,
1985 and is and has been a member of the National Futures
Association since that date. Its address is the same as the
Commodity Broker at Suite 2300, 233 South Wacker Drive, Chicago,
Illinois 60606 and its telephone number is (312) 460-4000.
CISI's officers, directors and shareholders are listed below:
Hal T. Hansen. Mr. Hansen (born November 1936) has served as
President and Director of CISI since June 27, 1983. He has been
President of Cargill Investor Services, Inc. since November
1978. He serves on the Executive Committees of the Board of
Directors of NFA and the Futures Industry Association and is
the Chairman of the NFA. Mr. Hansen graduated from the
University of Kansas in 1958. He started work at Cargill,
Incorporated in 1958, and was employed by Cargill S.A.C.I. in
Argentina from 1965 to 1969. Mr. Hansen has been employed by
Cargill Investor Services, Inc. since 1974.
L. Carlton Anderson. Mr. Anderson (born in August 1937) has
served as Vice President and Director of CISI since June 27,
1983. Mr. Anderson is a graduate of Northwestern University,
Evanston, Illinois. He started work at Cargill, Incorporated in
1959, in the Commodity Marketing Division. He served as
President of Stevens Industries Inc., Cargill's peanut shelling
subsidiary from 1979 to 1981. He has been employed by Cargill
Investor Services, Inc. since 1981 and is a Vice President. Mr.
Anderson recently served on the Board of Directors of the
Managed Futures Association.
Richard A. Driver. Mr. Driver (born in September 1947) has
served as Vice President and Director of CISI since June 29,
1993 and as Treasurer of CISI since August 1997. Mr. Driver
graduated from the University of North Carolina in 1969 and he
received a Masters Degree from the American Graduate School of
International Management in 1973. Mr. Driver began working for
Cargill, Incorporated in 1973 and joined Cargill Investor
Services, Inc. in 1977 as Vice President of Operations. Mr.
Driver is currently Vice President, Controller, Treasurer and
Director of Cargill Investor Services, Inc.
Jan R. Waye. Mr. Waye (born in June 1948) has served as Senior
Vice President of CISI since June 1997. Mr. Waye returned from
London in September 1996 where he held various management
positions for Cargill Investor Services, Ltd., including most
recently Managing Director for CIS Europe. Mr. Waye joined
Cargill, Incorporated in 1970 and served in various commodity
trading and management positions in Chesapeake, VA; Winnipeg,
Manitoba; and Vancouver, BC. In 1978 he moved to New York and
shortly thereafter Minneapolis as head of Foreign Exchange for
Cargill's metals trading business. Mr. Waye served in various
management positions in the Financial Markets Group until 1988
when he assisted in the management and sale of Cargill's life
insurance business in Akron, Ohio. He moved to London in late
1988. Mr. Waye has served as a member of the Board of LIFFE,
the London International Financial Futures and Options Exchange,
and as Vice Chairman of its Membership and Rules Committee. He
also served on the Board of the London Commodity Exchange up to
its merger with LIFFE. Mr. Waye graduated from Concordia
College, Moorhead, MN, with a B.A. degree in Communications and
Economics in 1970.
Christopher Malo. Mr. Malo (born in August 1956) has served as
Vice President of CISI since July 1991. Mr. Malo graduated from
Indiana University in 1976. He started work at Cargill,
Incorporated in June 1978 as an internal auditor. He
transferred to Cargill Investor Services, Inc. in August 1979
and served as Secretary/Treasurer from November 1983 until July
1991. He was elected Vice President of Cargill Investor
Services, Inc. in July 1991. He is a member of the FIA
Operations Division and has served as Chairman of the FIA
Finance Committee.
Barbara A. Pfendler. Ms. Pfendler (born in May 1953) has served
as Vice President of CISI since June 1, 1990. Ms. Pfendler is a
graduate of the University of Colorado, Boulder. She started
work at Cargill, Incorporated in 1975 as a meal merchant and
regional sales manager for the Flax and Sunflower Department in
Minneapolis. In 1979, she was named senior merchant for the
Domestic Soybean Processing Division ("DSP") in Cedar Rapids,
Iowa and later was an account manager for DSP facilities in
Savage, Minnesota and Sidney, Ohio. She joined Cargill Investor
Services, Inc. in 1986 as the Sales Manager for the Fund
Services Group in Chicago. Ms. Pfendler was appointed Vice
President of Cargill Investor Services, Inc. in June 1996 and is
currently the manager in charge of all activities of the Fund
Services Group
Rebecca S. Steindel. Ms. Steindel (born in April 1965) has
served as Secretary of CISI since September 1997. Ms. Steindel
graduated from the University of Illinois in 1987. She began
working at Cargill Investor Services, Inc. in August 1987. She
has held various financial and risk management positions at
Cargill Investor Services, Inc. and was elected Risk and
Compliance Officer and Secretary of Cargill Investor Services,
Inc. in August 1997. She currently serves on the Board of
Directors and Executive Committee of the FIA Financial
Management Division.
Bruce H. Barnett. Mr. Barnett (born in June 1947) has served as
Assistant Secretary of CISI since January 18, 1991. Mr. Barnett
graduated in 1968 from Southern Connecticut State College. New
York University Law School awarded Mr. Barnett a J.D. in 1971
and an LL.M. in 1973. He started work at Cargill, Incorporated
in 1990 as Vice President, Taxes. From 1987 to 1990, Mr.
Barnett was employed in various positions held at Unilever, a
European based multinational corporation.
Henry W. Gjersdal, Jr. Mr. Gjersdal (born in May 1954) has
served as Assistant Secretary of CISI since June 1996. Mr.
Gjersdal received a B.A. degree from Gustavus Adolphus College
in 1976 and a J.D. from the University of Michigan in 1979. He
is a member of the American Bar Association and Tax Executives
Institute. He joined the Law Department of Cargill,
Incorporated in April 1981. He had previously been an associate
with Doherty, Rumble and Butler in Minneapolis, Minnesota. In
June 1985, he was named European Tax Manager for Cargill
International, Geneva, and in 1987 was named Senior Tax Attorney
for the Law Department. He became Assistant Tax Director in the
Tax Department in December 1990. Mr. Gjersdal was named
Assistant Vice President of Cargill, Incorporated's
Administrative Division in April 1994 with responsibility for
the audit and international groups in Cargill's Tax Department.
Patrice H. Halbach. Ms. Halbach (born in August 1953) has
served as Assistant Secretary of CISI since June 1996. Ms.
Halbach graduated phi beta kappa from the University of
Minnesota with a B.A. degree in history. In 1980 she received a
J.D. cum laude. She is a member of the Tax Executives
Institute, the American Bar Association and the Minnesota Bar
Association. Ms. Halbach joined the Law Department of Cargill
Incorporated in February 1983. She had previously been
associated with Fredrikson & Byron in Minneapolis, Minnesota.
In December 1990, she was named Senior Tax Manager for Cargill,
Incorporated's Tax Department and became Assistant Tax Director
in March 1993. She was named Assistant Vice President of
Cargill, Incorporated's Administrative Division in April 1994.
In her current position as Assistant Tax Director, Ms. Halbach
oversees federal audits and international compliance for Cargill
and its affiliates.
Neither CISI nor its individual principals trade or intend to
trade commodities for their own account.
There have been no material criminal, civil or administrative
actions during the preceding five years or ever against CISI or
its principals.
Item 11. Executive Compensation.
The Partnership has no directors or executive officers. As a
limited partnership, the business of the Partnership is managed
by its General Partner which is responsible for the
administration of the business affairs of the Partnership and
receives the compensation described in Item 1 "Business" hereof.
The officers and directors of the General Partner receive no
compensation from the Partnership for acting in their respective
capacities with the General Partner.
Everest II has no directors or executive officers. As a
limited partnership, the business of Everest II is managed by
its general partners which are responsible for the
administration of the business affairs of Everest II and
receives the compensation described above in Item 1 "Business"
hereof. The officers and directors of the general partners
receive no compensation from the Partnership for acting in their
respective capacities with the general partners.
Item 12. Security Ownership of Certain Owners and Management.
(a) As of December 31, 1997 the following persons
were known to the Partnership to own beneficially more
than 5% of the outstanding Units:
Title of Name & Address Amount & Nature Percent
Class of Beneficial Owner of Beneficial Interest of Class
Units W. Duke Kimbrell 2,108.743 Units 11.37%
P.O. Drawer 1787
Gastonia, NC 28053
(b) As of December 31, 1997, the General Partner beneficially owned
181.93 Units or approximately 1.0% of the outstanding Units of
the Partnership as required pursuant to the Agreement of Limited
Partnership. Mr. Peter Lamoureux, President of the General
Partner owned 11.528 Units or 0.063% of the outstanding Units.
Mr. Steven Rubin, Director of the General Partner owned 39.92
Units or 0.219% of the outstanding Units. One other shareholder
of the General Partner owned 17.442 units or 0.096% of the
outstanding Units.
As of December 31, 1997, CISI the co-general partner of
Everest II owned 276.618 units of general partnership
interests in Everest II representing 1.03% ownership of the
total outstanding partnership interests. Pursuant Everest
II's Limited Partnership Agreement, the general partners
thereof are required to maintain a capital contribution of
1% of all material items of that partnership unless counsel's
opinion permitted a lesser amount necessary to maintain
Everest II to be classified as a partnership. As of December
31, 1997, 100% of the beneficial ownership interest of limited
partnership units of Everest II was owned by the Partnership.
(c) As of December 31, 1997, no arrangements were known to the
Partnership, including no pledge by any person of Units of the
Partnership or shares of the General Partner or the affiliates
of the General Partners, such that a change in control of the
Partnership may occur at a subsequent date.
Item 13. Certain Relationships and Related Transactions.
(a) None other than the compensation arrangements
described herein.
(b) None.
(c) None.
(d The Partnership filed Registration Statements on Form
S-18 and Form 10, therefore this information is
not required to be included.
Part IV
Item 14. Exhibits, Financial Statements, Schedules and
Reports on Form 8-K
(a) The following documents are included herein:
(1) Financial Statements:
a. Report of Independent Public Accountants
b. Combined Statements of Financial Condition as of
December 31, 1997 and December 31, 1996.
c. Combined Statements of Operations, Combined
Statements of Changes in Partners' Equity, and
Combined Statements of Cash Flows for the years
ended December 31, 1997, 1996 and 1995.
d. Notes to Financial Statements.
(2) All financial statement schedules have been
omitted because the information required by
the schedules is not applicable, or because
the information required is contained in the
financial statements included herein or the
notes thereto.
(3) Exhibits:
See the Index to Exhibits annexed hereto.
(b) Reports of Form 8-K:
(1) Incorporated herein by reference is Form 8-K
and Amended Form 8-K dated September 23, 1997
filed with the Securities and Exchange Commission
to report a change in the Partnership's Certifying
Accountant.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Partnership has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: March 27, 1998 Everest Futures Fund, L.P.
By: Everest Asset Management, Inc.
(General Partner)
By: /s/ Peter Lamoureux
Peter Lamoureux, President
Secretary and Treasurer
By: /s/ Teresa Prange
Teresa Prange, Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Partnership and in the capacities and on the
date indicated.
Date: March 27, 1998
By: /s/ Steven Rubin By: /s/ Peter Lamoureux
Steven Rubin, Director Peter Lamoureux,
President Secretary & Treasurer
By: /s/ Steven Foster By: /s/ Teresa Prange
Steven Foster, Director Teresa Prange,
Chief Financial Officer
Index to Exhibits:
Exhibit
No. Description
3.4 Amended and Restated Agreement of Limited Partnership
dated as of May 1, 1995.
10.5 Advisory Contract between the Partnership, the General
Partner and John W. Henry & Company, Inc. dated December 1,
1990.
10.6 Amendment to Advisory Contract between the Partnership,
the General Partner and John W. Henry & Company, Inc. dated
April 1, 1995.
10.9 Certificate of Limited Partnership for Everest Futures
Fund II L.P. dated March 15, 1996.
10.10 Limited Partnership Agreement for Everest Futures Fund II
L.P. dated as of March 29, 1996.
28.1 Confidential Private Placement Memorandum and Disclosure
Document dated August 21, 1996.
Notes to the Exhibits:
Exhibits 3.4, 10.5, 10.6, 10.9, 10.10 and 28.1 are
incorporated by reference to the Partnership's Form 10
accepted on September 19, 1996.
The Exhibits referenced above bear the exhibit numbers
corresponding to those indicated in the Partnership's
Registration Statements.
Number of Attached Exhibits
None.
Independent Auditors' Report
The Partners
Everest Futures Fund, L.P.:
We have audited the accompanying combined statements of
financial condition of Everest Futures Fund, L.P. and Everest
Futures Fund II, L.P., collectively, the Partnership, as of
December 31, 1997, and the related combined statements of
operations, partners' equity, and cash flows for the year ended
December 31, 1997. These financial statements are the
responsibility of the Partnership's General Partner. Our
responsibility is to express an opinion on these financial
statements based on our audit. The accompanying statement of
financial condition as of December 31, 1996 and the related
statements of operations, partners' equity, and cash flows for
each of the years in the two-year period ended December 31, 1996
were audited by other auditors whose report thereon, dated
February 28, 1997, expressed an unqualified opinion on these
statements.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the combined financial
position of the Partnership at December 31, 1997, and the
results of their operations, their partners' equity, and their
cash flows for the year ended December 31, 1997, in conformity
with generally accepted accounting principles.
January 30, 1998
KPMG Peat Marwick LLP
EVEREST FUTURES FUND, L.P.
(An Iowa Limited Partnership)
Combined Statements of Financial Condition
December 31, 1997 and 1996
Assets 1997 1996
------- -------
Cash and cash equivalents $31,204,067 8,832,835
Equity in commodity trading accounts:
Net unrealized trading gains on open contracts 1,821,509 172,918
Amount due from broker 6,314,239 3,414,868
Interest receivable 121,916 57,780
----------------------------
Total assets $39,461,731 12,478,401
============================
Liabilities, Minority Interest, and Partners Equity
Liabilities:
Accrued expenses 40,953 17,922
Commissions payable 161,748 47,977
Advisor's management fee payable 128,722 38,578
Advisor's incentive fee payable 393,681 325,736
Redemptions payable 64,160 9,966
Deferred Partnership offering proceeds 633,394 825,703
----------------------------
Total liabilities 1,422,658 1,265,882
Minority interest 389,459 127,625
Partners' equity:
Limited Partners, units outstanding (18,064.98 in 1997
and 6,018.75 in 1996) 37,274,229 10,973,945
General Partner, unit equivalents outstanding
(181.93 in 1997 and 60.85 in 1996) 375,385 110,949
----------------------------
Total partners equity 37,649,614 11,084,894
----------------------------
Total liabilities, minority interest, and partners equity $39,461,731 12,478,401
============================
Net asset value per outstanding unit of Partnership
interest $2,063.34 1,823.29
See accompanying notes to financial statements.
EVEREST FUTURES FUND, L.P.
(An Iowa Limited Partnership)
Combined Statements of Operations
Years ended December 31, 1997, 1996 and 1995
1997 1996 1995
------- ------- -------
Trading income and (expense)
Net realized trading gains on closed contract $4,482,936 2,790,524 511,948
Change in net unrealized trading gains/
(losses) on open contracts 1,648,592 88,894 (6,917)
Net foreign currency translation losses (125,711) (12,271) (5,540)
Brokerage commissions (1,495,903) (406,285) (97,062)
-------------- ----------------------------
Total trading income 4,509,914 2,460,862 402,429
Interest income, net of cash management fees 1,330,726 338,197 69,022
-------------- ----------------------------
Total income 5,840,640 2,799,059 471,451
General and administrative expenses:
Advisors management fees 1,018,708 282,944 55,276
Advisors incentive fees 523,681 328,289 24,468
Administrative expenses 66,256 80,522 21,011
-------------- ----------------------------
Total general and administrative expenses 1,608,645 691,755 100,755
Minority interest (41,834) (27,626) 0
-------------- ----------------------------
Net income $4,190,161 2,079,678 370,696
============== ============================
Income per unit of Partnership
interest (for a unit outstanding
throughout each year):
General Partner $240.05 377.35 416.06
Limited partners $240.05 377.35 416.06
Net income allocated to:
General Partner $41,666 21,143 13,539
Limited partners $4,148,495 2,058,535 357,157
See accompanying notes to financial statements.
EVEREST FUTURES FUND, L.P.
(An Iowa Limited Partnership)
Combined Statements of Changes in Partners Equity
Years ended December 31, 1997, 1996 and 1995
Limited General
Partners Partner Total
-------------- ----------------------------
Partners' equity at December 31, 1994 $901,711 33,516 935,227
Proceeds from offering of 671.82 units
of limited Partnership interest 958,463 0 958,463
Redemption of 132.60 units of limited
Partnership interest (171,664) 0 (171,664)
Net income 357,157 13,539 370,696
-------------- ----------------------------
Partners equity at December 31, 1995 2,045,667 47,055 2,092,722
Proceeds from offering of 5,786.10 units
of limited Partnership interest and
28.31 General Partner unit equivalents 8,632,066 42,751 8,674,817
Redemption of 1,182.12 units of limited
Partnership interest (1,762,323) 0 (1,762,323)
Net income 2,058,535 21,143 2,079,678
-------------- ----------------------------
Partners equity at December 31, 1996 10,973,945 110,949 11,084,894
Proceeds from offering of 12,534.59 units
of limited Partnership interest and
121.08 General Partner unit equivalents 23,057,009 222,770 23,279,779
Redemption of 488.36 units of limited
Partnership interest (905,220) 0 (905,220)
Net income 4,148,495 41,666 4,190,161
-------------- ----------------------------
Partners equity at December 31, 1997 $37,274,229 375,385 37,649,614
============== ============================
See accompanying notes to financial statements.
EVEREST FUTURES FUND, L.P.
(An Iowa Limited Partnership)
Combined Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
1997 1996 1995
Cash flows from operating activities:
Net income $4,190,161 2,079,678 370,696
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Increase in equity in commodity
trading accounts (4,547,962) (2,480,693) (428,157)
Increase in interest receivable (64,136) (53,302) (1,586)
Increase (decrease) in accrued expenses 23,031 (1,084) 11,413
Increase (decrease) in commissions payable 113,771 39,591 -406
Increase in management and incentive
fees payable 158,089 357,305 3,840
Increase in minority interest 261,834 127,625 0
------------------------------------------
Net cash provided by (used in) operating activities 134,788 69,120 (44,200)
Cash flows from investing activities
net decrease in investment in United States
Treasury bills 0 0 247,259
Cash flows from financing activities:
Proceeds from offering of units and
deferred partnership offering proceeds 23,087,470 9,351,270 1,107,713
Redemption of units of Partnership interest (851,026) (1,755,221) (181,159)
------------------------------------------
Net cash provided by financing activities 22,236,444 7,596,049 926,554
------------------------------------------
Net increase in cash and cash equivalents 22,371,232 7,665,169 1,129,613
Cash and cash equivalents at beginning
of year 8,832,835 1,167,666 38,053
------------------------------------------
Cash and cash equivalents at end of year $31,204,067 8,832,835 1,167,666
==========================================
See accompanying notes to financial statements.
(1) Organization of the Partnership
Everest Futures Fund, L.P. (Partnership) was organized in June
1988, under the Iowa Uniform Limited Partnership Act (Act) for
the purpose of engaging in the speculative trading of futures
and forward contracts and options thereon. The General Partner
of the Partnership is Everest Asset Management, Inc. (General
Partner).
On March 29, 1996, the Partnership transferred all of its
assets to and became the sole limited partner of, Everest
Futures Fund II, L.P. (Trading Partnership), a newly formed
limited partnership which invests directly in commodity
interests. The co-general partners of the Trading Partnership
are CIS Investments, Inc. (CISI) and the General Partner
(collectively, the General Partners).
The Partnership was closed to new investors from July 31, 1989
to June 30, 1995. Effective July 1, 1995, the Partnership
reopened to new investors. The private placement offering is
continuing at a gross subscription price per unit equal to net
asset value per unit, plus an organization and offering cost
reimbursement fee payable to the General Partner, and a selling
commission equal to 1% and 3%, respectively, of net asset value
per unit. The General Partner may waive, in whole or in part,
the selling commission. Partnership interests are distributed
through Capital Management Partners, Inc., an affiliate of the
General Partner, and certain additional sellers.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are prepared on a
combined basis and include the accounts of Everest Futures Fund,
L.P. and Everest Futures Fund II, L.P. All significant
intercompany transactions and balances have been eliminated in
the accompanying combined financial statements.
Cash Equivalents
Cash equivalents represent short-term highly liquid investments
with maturities of three months or less at time of purchase and
include money market accounts, securities purchased under
agreements to resell, commercial paper, and U.S. government and
agency obligations with variable rate and demand features, that
qualify them as cash equivalents. Securities purchased under
agreements to resell, with overnight maturity, are
collateralized by U.S. government and agency obligations and are
carried at the amounts at which the securities will subsequently
be resold plus accrued interest.
Income Recognition
Realized and unrealized trading gains and losses on commodity
and forward contracts, which represent the difference between
cost and selling price or quoted market value, are recognized
currently. All trading activities are accounted for on a
trade-date basis.
Deferred Partnership Offering Proceeds
Proceeds received during the month from the continuing offering
of the Partnership's units of limited partnership interest are
deferred pending investment on the first day of the following
month.
Foreign Currency Translation
Effective March 29, 1996, assets and liabilities denominated in
foreign currencies are translated at the prevailing exchange
rates as of the valuation date. Gains and losses on investment
activity are translated at the prevailing exchange rate on the
date of each respective transaction while year-end balances are
translated at the year-end currency rates. Prior to March 29,
1996, assets and liabilities denominated in foreign currencies,
and gains and losses on investment activity were translated at
the respective month-end exchange rates as of the valuation
date. Realized and unrealized foreign exchange gains or losses
are included in "Trading income and (expense)" in the combined
statements of operations.
Income Taxes
Income taxes are not provided for by the Partnership because
taxable income of the partnership is includable in the income
tax returns of the partners.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles 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 increase and decrease in net assets from
operations during the period. Actual results could differ from
those estimates.
Reclassifications
Certain reclassifications of prior year amounts have been made
to conform with the current year presentation.
Minority Interest
Minority interest represents CISI's interest in the Trading
Partnership.
(3) The Limited Partnership Agreement
The limited partners and General Partner share in the profits
and losses of the Partnership in proportion to the number of
units or unit equivalents held by each. However, no limited
partner is liable for obligations of the Partnership in excess
of his capital contribution and profits, if any, and such other
amounts as he may be liable for pursuant to the Act.
Distributions of profits are made solely at the discretion of
the General Partner.
Responsibility for managing the Partnership is vested solely in
the General Partner; however, the General Partner has delegated
complete trading authority to an unrelated party (note 4).
The Trading partnership bears all expenses incurred in
connection with its trading activities, including commodity
brokerage commissions and fees payable to the trading advisor,
as well as legal, accounting, auditing, printing, mailing, and
extraordinary expenses. The Partnership bears all of its
administrative expenses.
Limited partners may cause any or all of their units to be
redeemed as of the end of any month at net asset value on ten
days' prior written notice. The Partnership will be dissolved
at December 31, 2020, or upon the occurrence of certain events,
as specified in the limited Partnership agreement.
(4) Other Agreements
The Trading Partnership's sole trading advisor was John W.
Henry & Company, Inc. (JWH). Prior to March 29, 1996, JWH was
the sole trading advisor for the Partnership. The General
Partners may replace the advisor or add additional advisors at
any time.
JWH receives from the Trading Partnership a monthly management
fee equal to 0.33% (4% annually) of the Trading Partnership's
month-end net asset value, as defined, and a quarterly incentive
fee of 15% (20% prior to April 1, 1995) of the Trading
Partnership's new net trading profits, as defined. The
incentive fee is retained by JWH even though trading losses may
occur in subsequent quarters; however, no further incentive fees
are payable until any such trading losses (other than losses
attributable to redeemed units and losses attributable to assets
reallocated to another advisor) are recouped by the Trading
Partnership.
Cargill Investor Services, Inc., the clearing broker and an
affiliate of CISI (CIS or Clearing Broker), charges the Trading
Partnership monthly brokerage commissions equal to 0.50%
(1.0833% prior to April 1, 1995) of the Trading Partnership's
beginning-of-month net asset value, as defined. Effective
November 1, 1995, the General Partner receives a management fee
from CIS of approximately 83% of the brokerage commission
charged by CIS. Prior to November 1, 1995, no management fee
was received by the General Partner. From this management fee,
CISI receives a co-general partner fee from the General Partner
equal to 1/12 of .40% of the month-end net asset value, as
defined.
A portion of assets (77% and 64% at December 31, 1997 and 1996,
respectively) are deposited with a commercial bank and invested
under the direction of Horizon Cash Management, Inc. (Horizon).
Horizon will receive a monthly cash management fee equal to 1/12
of .25% (.25% annually) of the average daily assets under
management if the accrued monthly interest income earned on the
Partnership's assets managed by Horizon exceeds the 91-day U.S.
Treasury bill rate.
(5) Financial Instruments with Off-balance Sheet Risk
The Partnership was formed to speculatively trade commodity
interests. The Partnership's commodity interest transactions
and related cash balances are on deposit with the Clearing
Broker or CIS Financial Services, Inc. (CISFS or Forwards
Currency Broker and collectively, the Brokers) at all times. In
the event that volatility of trading of other customers of the
Brokers impaired the ability of the Brokers to satisfy the
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 at least equal to 4% of
the funds required to be segregated pursuant to the Commodity
Exchange Act. The Clearing Broker and Forwards Currency Broker
both have controls in place to make certain that all customers
maintain adequate margin deposits for the positions which they
maintain at each Broker. Such procedures should protect the
Partnership from the off-balance sheet risk as mentioned
earlier. Neither the Clearing Broker or the Forwards Currency
Broker engage in proprietary trading and thus have no direct
market exposure.
The contractual amounts of commitments to purchase and sell
exchange traded futures contracts and foreign currency forward
contracts was $122,625,171 and $199,498,674, respectively, on
December 31, 1997, and $80,484,392 and $77,709,741,
respectively, on December 31, 1996. The contractual amounts of
these instruments reflect the extent of the Partnership's
involvement in the related futures and forwards contracts and do
not reflect the risk of loss due to counterparty nonperformance.
Such risk is defined by SFAS 105 as credit risk. The
counterparty of the Partnership for futures contracts traded in
the United States and most non-U.S. exchanges on which the fund
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 nonperformance 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 Forwards
Currency Broker is the counterparty for the Partnership's
forwards transactions. CISFS policies require that they execute
transactions only with top rated financial institutions with
assets in excess of $100,000,000.
The average fair value of commodity interests was $1,455,739
and $880,046 during 1997 and 1996, respectively. Fair value as
of December 31, 1997 and 1996 was $1,821,509 and $365,959. The
net gains or losses arising from the trading of commodity
interests are presented in the statement of operations.
The Partnership holds futures and futures options positions on
the various exchanges throughout the world and forwards
positions with CISFS which transacts with various top rated
banks throughout the world. As defined by SFAS 105, futures and
foreign currency contracts 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 CTAs were 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 a CTA who makes the
trading decisions on behalf of the Partnership. That CTA trades
a program which is diversified among the various futures
contracts in the financials and metals group on exchanges both
in the U.S. and outside the U.S.. Such diversification should
greatly reduce this market risk.
At December 31, 1997, the cash requirement of the commodity
interests of the Partnership was $4,426,972. This cash
requirement is met by $889,176 being held in segregated funds,
$2,706,869 being held in secured funds, and $4,539,708 being
held in non-regulated funds. At December 31, 1996, the cash
requirement of the commodity interests of the Partnership of
$1,013,732 was met by $1,027,128 being held in segregated funds,
$1,282,129 being held in secured funds, and $1,278,529 being
held in non-regulated funds. At December 31, 1997 and 1996,
cash was on deposit with the Clearing Broker which exceeded the
cash requirement amount. The following chart discloses the
dollar amount of the unrealized gain or loss on open contracts
of the Partnership at December 31, 1997 and 1996:
Commodity Group 1997 1996
Currency (130,470) 118,415
Stock Indices 252,901 51,489
Metals 1,344,350 146,185
Interest 354,728 (143,171)
Total $ 1,821,509 172,918
The range of maturity dates of these exchange traded open
contracts is February 1998 to September 1998.
Acknowledgment
To the best of my knowledge and belief, the information
contained herein is accurate and complete.
/s/ Peter Lamoureux
Peter Lamoureux
President
Everest Asset Management, Inc.
General Partner