SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
FORM 10-K/A1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] For the fiscal year ended:
DECEMBER 31, 1995
OR
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] For the transition period
from ____________ to _____________
Commission File Number: 2-77668, 2-79486, 2-80288
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COMMODITY TREND TIMING FUND II
(Exact name of registrant as specified in its charter)
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NEW YORK 13-3128322
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
67 MASON STREET 06830
GREENWICH, CONNECTICUT (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(203) 629-6248
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
65,000 UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of class)
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 S-K 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 this Form 10-K or any
amendment to this Form 10-K. [ ]
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
(A) LIQUIDITY.
The Partnership does not engage in sales of goods or services. Its
only assets are its equity in its futures trading account, consisting of cash
and cash equivalents, and net unrealized appreciation (depreciation) on open
futures contracts and interest receivable. Because of the low margin deposits
typically required in futures trading, relatively small price movements may
result in substantial losses to the Partnership. Such substantial losses could
lead to a material decrease in liquidity. To minimize this risk, the
Partnership follows certain trading policies, including:
(i) Partnership funds will be invested only in futures contracts
which are traded in sufficient volume to permit, in the opinion of the
Advisors, ease of taking and liquidating positions.
(ii) The Partnership will diversify its positions among various
commodities. The Partnership will not initiate additional positions in a
commodity if such additional positions would result in a net long or short
position in such commodity requiring as margin more than 15% of the
Partnership's Net Assets. For purposes of this limitation, gold coins, bullion
and futures will be considered as one commodity and silver coins, bullion and
futures will be considered as one commodity.
(iii) The Partnership will not initiate additional positions in any
commodity if such additional positions would result in aggregate positions for
all commodities requiring as margin more than 66-2/3% of the Partnership's Net
Assets.
(iv) The Partnership may occasionally accept delivery of a
commodity. Unless any such delivery is disposed of promptly by retendering the
warehouse receipt representing the delivery to the appropriate clearing house,
the physical commodity position will be fully hedged.
(v) The Partnership will not employ the trading technique commonly
known as "pyramiding," in which the speculator uses unrealized profits on
existing positions as margin for the purchase or sale of additional positions
in the same or related commodities.
(vi) The Partnership will not purchase, sell or trade in securities
(other than securities in which "customers' funds" may be invested under the
Commodity Exchange Act, as amended), nor will it write, purchase, sell or trade
in options on securities. However, the Partnership may, within its discretion,
trade in options on commodity futures contracts or physical commodities.
(vii) The Partnership will not utilize borrowings except short-term
borrowings if the Partnership takes delivery of any cash commodities.
(viii) The Advisors from time to time may employ trading strategies
such as spreads or straddles on behalf of the Partnership. The term "spread"
or "straddle" describes a commodity futures trading strategy involving the
simultaneous buying and selling of futures contracts on the same commodity but
involving different delivery dates or markets and in which the trader expects
to earn a profit from a widening or narrowing of the difference between the
prices of the two contracts.
(ix) The Partnership will not trade on a regular basis in forward
contracts on foreign currencies. Such transactions may be effected only in an
attempt to hedge currency risks resulting from trading on foreign exchanges or
to limit losses or protect profits on existing positions in futures contracts
on foreign currencies in situations in which such positions cannot be closed
out due to particular market conditions. Such transactions will only be
effected with banks having a minimum combined capital and surplus of
$100,000,000.
(x)The Partnership will not permit the churning of its commodity
trading account.
Trading policies (ii), (iii), (iv), (v), (vi), (vii), (ix) and (x)
described above may not be changed without the approval of the holders of a
majority of the Units. The remaining trading policies may be altered by the
General Partner without approval by the Limited Partners if it is determined
that such change is in the best interests of the Partnership. The Limited
Partners will be notified of any material changes in trading policies. The
Limited Partners will not be notified of changes in the futures traded.
Trading policies (i) through (v) described above are designed to
limit market risk. Trading policy (ix) is designed to limit credit risk. Both
Advisors are under common control with CCIM. Consequently, CCIM is aware at
all times of all positions
taken by the Advisors and understands the operations of each Advisor's trading
program. CCIM continuously monitors the Advisors' trading to ensure compliance
with the trading policies. Marathon's computer-based trading program has a
proprietary portfolio risk filter which operates independent of the program's
trading signal generator and incorporates a number of market risk management
systems.
The Partnership did not trade in forward contracts on foreign
currencies or any other off-exchange contracts during the fiscal year ended
December 31, 1995. Currently, the Partnership trades primarily on U.S. futures
exchanges. The Partnership also trades on LIFFE (The London International
Financial Futures and Options Exchange), MATIF (Marche a Terme Internationale
de France), SFE (the Sydney Futures Exchange) and SIMEX (the Singapore
International Mercantile Exchange). CCIM's restriction of trading to such
markets limits credit risk. In a further effort to limit credit risk, all
trades are effected through SB, a highly capitalized broker-dealer.
Other than the risks inherent in futures trading, the Partnership
knows of no trends, demands, commitments, events or uncertainties which will
result in or which are reasonably likely to result in the Partnership's
liquidity increasing or decreasing in any material way. The Partnership
Agreement requires dissolution of the Partnership under certain circumstances
as defined in the Partnership Agreement including, but not limited to, a
decrease in the Net Asset Value of a Unit to less than $350 as of the close of
business on any business day, or a decrease in the aggregate Net Assets of the
Partnership to less than $1,750,000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
COMMODITY TREND TIMING FUND II
INDEX TO FINANCIAL STATEMENTS
Page
Number
Independent Auditor's Report. ................................. F-2
Financial Statements:
Statement of Financial Condition
December 31, 1995 and 1994 .................................... F-3
Statement of Operations
For the years ended December 31, 1995, 1994 and 1993 .......... F-4
Statement of Partners' Equity
For the years ended December 31, 1995 and 1994 ................ F-5
Notes to Financial Statements ................................. F-6
Affirmation of the Commodity Pool Operator .................... F-12
______________________________________________________________________________
JEFFREY VORISEK, CPA, CFP
CERTIFIED PUBLIC ACCOUNTANT - CERTIFIED FINANCIAL PLANNER
3301 CHELLINGTON DRIVE, MCHENRY, ILLINOIS 60050 815-344-9336, FAX
815-344-9350
______________________________________________________________________________
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Commodity Trend Timing Fund II
(A New York Limited Partnership)
We have audited the accompanying statement of financial condition of Commodity
Trend Timing Fund II, L.P. as of December 31, 1995, and the related statements
of operations, and partners' equity for the year then ended. The financial
statements of Commodity Trend Timing Fund II, L.P. as of December 31, 1994 and
the related statements of operations and partners' equity were audited by other
auditors whose report dated February 22, 1995 expressed an unqualified opinion
on these financial statements. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. These 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 financial position of Commodity Trend Timing Fund
II, L.P. at December 31, 1995 and the results of its operations for the period
then ended in conformity with generally accepted accounting principles.
Jeffrey Vorisek
Certified Public Accountant
McHenry, IL
March 23, 1996
COMMODITY TREND TIMING FUND II, L.P.
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1995 AND 1994
ASSETS 1995 1994
---- ----
Trading account equity
Cash and cash equivalents $ 326,100 $ 4,692,159
Net unrealized trading gains 184,740 60,323
Commodity options owned -- 425
Securities on deposit 2,676,723 --
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3,187,563 4,752,907
Interest receivable 335 18,684
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Total Assets $ 3,187,898 $ 4,771,591
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LIABILITIES AND PARTNERSHIP EQUITY
Accrued expenses:
Commissions $ 15,600 $ 5,992
Management fees 10,545 15,792
Other 8,760 27,983
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Total Liabilities 34,905 49,767
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General Partner equity, 56 and 83
units outstanding in 1995 and 1994,
respectively; a change of (27) units. 49,074 77,279
Limited Partners' equity, 3,566 and
4,988 units outstanding in 1995 and
1994, respectively; a change of
(1,422) units. 3,103,919 4,644,545
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Total Equity 3,152,993 4,721,824
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Total Liabilities and
Partnership Equity $ 3,187,898 $ 4,771,591
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SEE NOTES TO FINANCIAL STATEMENTS
COMMODITY TREND TIMING FUND II, L.P.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
REVENUES 1995 1994 1993
---- ---- ----
Realized net trading gains (losses) $(316,392) $(4,143,824) $ 3,907,859
Change in unrealized net trading
gains (losses) 128,668 (257,143) (677,203)
Interest income 178,957 241,531 276,486
--------- ----------- -----------
Total revenues (8,767) (4,159,436) 3,507,142
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EXPENSES
Commissions 143,555 938,050 1,215,575
Management fees 129,446 287,815 461,016
Administrative 31,876 46,047 47,714
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Total expenses 304,877 1,271,912 1,724,305
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Net income (loss) $(313,644) $(5,431,348) $ 1,782,837
--------- ----------- -----------
--------- ----------- -----------
Net income/(loss) per unit $ (60.51) $ (947.28) $ 269.20
--------- ----------- -----------
--------- ----------- -----------
SEE NOTES TO FINANCIAL STATEMENTS
COMMODITY TREND TIMING FUND II, L.P.
STATEMENT OF PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
Limited General
Partners Partner Total
------------ --------- -----------
Equity, December 31, 1993 $ 10,784,199 $ 684,100 $11,432,299
Net loss (5,115,123) (316,225) (5,431,348)
Redemption (1,024,531) (254,596) (1,279,127)
------------ --------- -----------
Equity, December 31, 1994 $ 4,644,545 $ 77,279 $ 4,721,824
Additions 32,667 -- 32,667
Net loss (308,295) (5,349) (313,644)
Redemption (1,264,998) (22,856) (1,287,854)
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Equity, December 31, 1995 $ 3,103,919 $ 49,074 $ 3,152,993
------------ --------- -----------
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Equity per unit December 31 1995 1994 1993
------------ --------- -----------
Number of units outstanding 3,622 5,071 6,085
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Net asset value per unit $ 870.56 $ 931.07 $ 1,878.55
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SEE NOTES TO FINANCIAL STATEMENTS
COMMODITY TREND TIMING FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES.
The valuation of net assets includes unliquidated commodity futures contracts
owned by the Partnership, if any, at the end of the period. The unrealized
gain or loss on these contracts, if any, has been calculated based on closing
prices on the last business day of the year of 1995 and 1994. Foreign
currency is translated into US dollars at the exchange rates prevailing on the
last business day of the year.
Income taxes - No provision for income taxes has been made since the
Partnership is not subject to taxes on income. Each partner is individually
liable for the tax on its share of income and expenses. The Partnership
prepares a calendar year information tax return.
Securities on Deposit - US Treasury securities are presented at cost plus
accrued interest, which approximates market.
Net Asset Value Per Unit - Net asset value per unit equals Partnership equity
divided by the number of units outstanding at period end.
Revenue Recognition - Commodity futures and options are recorded on the trade
date, and open futures positions are reflected in the accompanying statement
of financial condition as the difference between the original contract value
and the market value on the last business day of the reporting period. The
market value of the commodity futures and options contracts is based upon the
most recent available settlement price on the appropriate commodity exchanges.
Changes in unrealized gains or losses represent the total increases or
(decreases) in unrealized gains or (increases) decreases in unrealized losses
on open positions during the period.
Statement of Cash Flows - The Partnership has elected not to provide a
statement of cash flows as permitted by Statement of Accounting Standards 102
"Statement of Cash Flows".
Offsetting exchange contracts - FASB Interpretation #39 allows the offset of
assets and liabilities for exchange traded contracts as long as certain
conditions are met. These financial statements present the fair value loss
positions offset with the fair value gain positions. The Partnership uses the
offset method to account for all open contracts.
COMMODITY TREND TIMING FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
NOTE 2. NATURE OF BUSINESS AND PARTNERSHIP ORGANIZATION.
The Partnership was organized as a Limited Partnership under the laws of the
State of New York on May 14, 1982. The Partnership is engaged in the
speculative trading of commodity futures contracts and any other commodity
interests, including futures contracts on US Treasury Bills, foreign currency,
stock indices and other derivative financial instruments.
As of May 1, 1995 Chang-Crowell Investment Management, Inc. ("CCIM") replaced
Smith Barney Futures Management, Inc. as the General Partner of the
Partnership. The Agreement of Limited Partnership vests all responsibility
and powers for the management of the business and affairs of the Partnership
with CCIM, the General Partner. CCIM is registered with the Commodity Futures
Trading Commission as a Commodity Pool Operator and Commodity Trading Advisor
and is also a member of the National Futures Association.
The General Partner and each limited partner will share in the profits and
losses of the Partnership in proportion to the amount of partnership interest
owned by each except that no limited partner shall be liable for obligations
of the Partnership in excess of his initial capital contribution and profits,
if any, net of redemption.
The Partnership will be liquidated upon the first to occur of the following:
December 31, 2002; the net asset value of a Unit decreases to less than $350
as of the close of any business day; or under certain other circumstances as
defined in the Limited Partnership Agreement.
NOTE 3. CONTRACTS AND AGREEMENTS.
The General Partner, CCIM will act as a Trading Manager to the Partnership.
CCIM has discretion to utilize the services of one or more professional
commodity trading advisors. As of December 31, 1995 the Partnership had
agreements with two Trading Advisors. Asset management is split between
Chang-Crowell Management Corporation and Marathon Capital Growth Partners
L.L.C. Both of the Trading Advisors are registered with the Commodity Futures
Trading Commission as Commodity Trading Advisors and both are also members of
the National Futures Association.
The Partnership pays a monthly management fee equal to 1/3 of 1% (4% per
annum) of the Partnership's month end net asset value, as defined, and a
quarterly incentive fee equal to 15% of Partnership trading profits, as
defined, to the Trading Advisors.
COMMODITY TREND TIMING FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
(NOTE 3. CONTINUED)
Smith Barney is a registered commodity broker and clears futures transactions
for the Partnership. The Partnership pays commissions to Smith Barney at 50%
of the standard rate which Smith Barney charges to public customers. The
Partnership's funds are deposited in a segregated account at Smith Barney and
the Partnership receives interest on these funds.
NOTE 4. PARTNER EQUITY AND REDEMPTION OF PARTNERSHIP INTEREST.
Each Partner may redeem part or all its units at the net asset value as of the
end of any quarter ended January 31, April 30, July 31 or October 31.
At the time CCIM replaced Smith Barney Futures Management Inc. ("SBFM") as
General Partner of the Partnership, SBFM redeemed its remaining interest in
the Partnership equal to $71,976. CCIM initially contributed $49,120 to
Partnership equity. The statement of partners equity reports this transaction
as a General Partner net redemption of $22,856.
NOTE 5. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET CREDIT AND
MARKET RISK.
Included in the definition of financial instruments are futures, options on
futures and forward contracts. The Partnership invests in various futures
contracts for speculative purposes. These contracts are marked to market
daily, with variations in the value of the futures contracts settled on a
daily basis with the exchange upon which they are traded. For these contracts
the unrealized gain or loss rather than the notional amounts, represents the
approximate future cash requirements. At December 31, 1995 the Partnership
owned open exchange traded futures contracts that would have provided
approximately $246,298 if settled and also would have used $60,556 if settled.
Offsetting these assets and liabilities at December 31, 1995 results in an
unrealized net trading gain of $184,742.
Theoretically, the Partnership is exposed to a market risk (loss) equal to the
notional value of contracts purchased and unlimited liability on contracts
sold short. Generally, financial futures and options on futures contracts can
be closed out at the discretion of the trading advisor. However, if the
market is not liquid, it could prevent the timely close-out of any unfavorable
positions or require the Partnership to hold those positions until maturity,
regardless of the changes in their value or the trading advisor's investment
strategies. At December 31, 1995 the Partnership owned long and short
exchange traded futures positions with an aggregate notional value of
approximately $46,830,000. At December 31, 1995 the Partnership owned 271
contracts with a fair value of $169,577 and notional value of $41,086,000
COMMODITY TREND TIMING FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
(NOTE 5. CONTINUED)
which mature within 90 days; and 29 contracts with a fair value of $15,165 and
notional value of $5,744,000 which mature within 120 days. Futures contracts
have little credit risk because futures exchanges are the counterparties.
NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF
FINANCIAL INSTRUMENTS.
A derivative financial instrument is a financial agreement whose value is
linked to, or derived from, the performance of an underlying asset. The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination. Changes in the underlying asset indirectly affect the value
of the derivative. All trading instruments are subject to market risk, the
risk that future changes in market conditions may make an instrument less
valuable or more onerous. As the instruments are recognized at fair market
value, those changes directly affect reported income.
Financial instruments (including derivatives) used for trading purposes are
recorded in the statement of financial condition at fair value at the
reporting date. Realized and unrealized changes in fair values are recognized
in net trading revenue in the period in which the changes occur. Interest
income arising from trading instruments is included in the statement of
operations as part of interest income.
Notional amounts are equivalent to the aggregate face value of the derivative
financial instruments. Notional amounts do not represent the amounts
exchanged by the parties to derivatives and do not measure the Partnership's
exposure to credit or market risks. The amounts exchanged are based on the
notional amounts and other terms of the derivatives.
The Partnership engages in the speculative trading of derivative financial
instruments which includes futures contracts. Futures contracts are
commitments to either purchase or sell designated financial instruments at a
future date for a specified price and may be settled in cash or through
delivery. Initial margin requirements are met in cash or other instruments,
and changes in the contract values are settled daily. The Partnership has
funds at the Commodity broker in regulated and non-regulated accounts which
are used to meet minimum margin requirements for all of the Partnership's open
positions, as set by the exchange upon which each futures contract is traded.
At December 31, 1995 the Partnership had assets in segregated (regulated)
accounts at the Commodity broker of $3,051,280. These requirements are
adjusted, as needed, due to daily fluctuations in the values of the underlying
assets. The Partnership had realized net trading losses from futures trading
for the year ended 1995 and 1994 of $(316,392) and $(4,143,824) respectively,
as reported in the statement of operations. The Partnership had revenue from
the change in unrealized net trading gains (losses) of $128,668 and $(257,143)
for the same period, as reported in the statement of operations.
COMMODITY TREND TIMING FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
(NOTE 6. CONTINUED)
Foreign currency gains or losses are the result of the conversion of the
foreign currency denomination to US dollars. Non-regulated futures contracts
have foreign exchange risk since the contracts are traded in currency
denominations other than US dollars.
Unrealized holdings at December 31, 1995 Fair Value Notional Value
- ---------------------------------------- ---------- --------------
Regulated futures contract assets - long $ 27,754 $ 5,757,000
Regulated futures contract assets - short 75,478 5,258,000
Regulated futures contract liabilities - long (9,976) 492,000
Regulated futures contract liabilities - short (38,801) 3,762,000
Non-regulated futures contract assets - long 80,616 19,219,000
Non-regulated futures contract assets - short 67,450 3,786,000
Non-regulated futures contract liabilities - long (5,294) 4,524,000
Non-regulated futures contract liabilities - short (6,485) 4,032,000
---------- --------------
Total $184,742 $ 46,830,000
---------- --------------
---------- --------------
COMMODITY TREND TIMING FUND II, L.P.
NOTES TO FINANCIAL STATEMENTS
NOTE 7. SELECTED FINANCIAL DATA
Net realized and unrealized trading gains (losses), interest income, net
income (loss) and increases (decreases) in net asset value per unit for the
years ended December 31, 1995, 1994, 1993, 1992 and 1991; and total assets as
of December 31, of those years respectively:
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Net realized and
unrealized trading
gains (losses)
net of brokerage
commissions and
fees $ (335,719) $(5,339,017) $ 2,015,081 $ (2,275,367) $ 4,887,058
Interest income $ 178,957 $ 241,531 $ 276,486 $ 368,414 $ 635,991
---------- ----------- ----------- ------------ -----------
(156,762) $(5,097,486) $ 2,291,567 $ (1,906,953) $ 5,523,049
---------- ----------- ----------- ------------ -----------
Net income (loss)$ (313,644) $(5,431,348) $ 1,782,837 $ (2,472,923) $ 4,873,058
---------- ----------- ----------- ------------ -----------
---------- ----------- ----------- ------------ -----------
Increase (decrease)
in net asset
value per unit $ (60.51) $ (947.48) $ 269.20 $ (284.80) $ 529.78
---------- ----------- ----------- ------------ -----------
---------- ----------- ----------- ------------ -----------
Total assets $3,187,898 $ 4,771,591 $11,518,289 $ 11,874,837 $16,658,615
---------- ----------- ----------- ------------ -----------
---------- ----------- ----------- ------------ -----------
Brokerage commissions and clearing fees for the years reported were $147,995,
$938,050, $1,215,575, $1,153,173 and $1,490,888, respectively.
Set forth below is the report of Coopers & Lybrand L.L.P. dated February 22,
1995 referred to in the Independent Auditor's Report dated September 6, 1996
included as page F-2 of this Form 10-K/A1.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Commodity Trend Timing Fund II:
We have audited the accompanying statements of financial condition of
COMMODITY TREND TIMING FUND II (a New York Limited Partnership) as of December
31, 1994 and 1993, and the related statements of income and expenses and
partners' capital for the years ended December 31, 1994, 1993 and 1992. These
financial statements are the responsibility of the management of the General
Partner. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits 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 of the General Partner, as well as evaluating the
overall financial statement presentaton. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Commodity Trend Timing Fund
II as of December 31, 1994, and 1993, and the results of its operations for
the years ended December 31, 1994, 1994 and 1992, in conformity with generally
accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
New York, New York
February 5, 1995
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Mr. Jeffrey Vorisek, a Certified Public Accountant, has been engaged as the
principal accountant to audit the Partnership's financial statements for
the fiscal year ended December 31, 1995. Coopers & Lybrand L.L.P. ("Coopers")
audited the Partnership's financial statements for the fiscal year ended
December 31, 1994.
(i) Coopers did not resign or decline to stand for reappointment.
CCIM engaged the services of Mr. Vorisek on January 29, 1996 rather than
Coopers as a cost-effectiveness measure.
(ii) The report of Coopers on the financial statements for the fiscal
years ended December 31, 1994 and 1993 did not contain an adverse opinion or a
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The decision to change accountants was made by the Managing
Directors on behalf of CCIM, the General Partner at the time. Under Section 8
of the Partnership Agreement, the General Partner generally has exclusive
authority to conduct and manage the business of the Partnership.
(iv) CCIM is not aware of any disagreements with Coopers during the
fiscal years ended December 31, 1995 and 1994 on any matter of accounting
principles or practices, financial statement disclosure or auding scope or
procedure, which disagreement or disagreements, if not resolved to the
satisfaction of Coopers, would have caused Coopers to make reference to the
subject matter of the disagreement or disagreements in connection with its
report on the Partnership's financial statements.
(v) Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
COMMODITY TREND TIMING FUND II
By: CHANG-CROWELL INVESTMENT MANAGEMENT INC.
Its: General Partner
By: /s/ Bruce N. Terry
Bruce N. Terry, Managing Director (officer)
Date: September 9, 1996
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
registrant and in the capacities indicated as of March 28, 1996.
By: /s/ Bruce N. Terry
Bruce N. Terry, Managing Director (officer) and Director
of Chang-Crowell Investment Management Inc.
Date: September 9, 1996
By: /s/ Robert Ecke
Robert Ecke, Treasurer and Director
of Chang-Crowell Investment Management Inc.
Date: September 9, 1996