1998 - -------------------------------------------------------------------------------- Prudential-Bache Annual Capital Return Futures Report Fund L.P. LETTER TO LIMITED PARTNERS FOR PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND L.P. 1 PricewaterhouseCoopers (LOGO) PricewaterhouseCoopers LLP 1177 Avenue the Americas New York, NY 10036 Telephone (212) 596 8000 Facsimile (212) 596 8910 Report of Independent Accountants January 26, 1999 To the General Partner and Limited Partners of Prudential-Bache Capital Return Futures Fund L.P. In our opinion, the accompanying statements of financial condition and the related statements of operations and changes in partners' capital present fairly, in all material respects, the financial position of Prudential-Bache Capital Return Futures Fund L.P. at December 31, 1998 and 1997, and the results of its operations for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the general partner; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by the general partner, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP 2 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND L.P. (a limited partnership) STATEMENTS OF FINANCIAL CONDITION December 31, -------------------------- 1998 1997 - -------------------------------------------------------------------------------------------------- ASSETS Equity in commodity trading accounts: Cash $ 3,166,467 $ 3,259,537 U.S. Treasury bills, at amortized cost 11,092,586 13,007,441 Net unrealized gain on open commodity positions 1,007,956 1,177,521 ----------- ----------- Total assets $15,267,009 $17,444,499 ----------- ----------- ----------- ----------- LIABILITIES AND PARTNERS' CAPITAL Liabilities Redemptions payable $ 408,971 $ 291,915 Management fees payable 50,656 57,913 Accrued expenses 57,613 52,908 Due to affiliates 12,481 17,580 Incentive fee payable -- 12,998 ----------- ----------- Total liabilities 529,721 433,314 ----------- ----------- Commitments Partners' capital Limited partners (99,743 and 113,880 units outstanding) 14,589,844 16,840,972 General partner (1,008 and 1,151 units outstanding) 147,444 170,213 ----------- ----------- Total partners' capital 14,737,288 17,011,185 ----------- ----------- Total liabilities and partners' capital $15,267,009 $17,444,499 ----------- ----------- ----------- ----------- Net asset value per limited and general partnership unit ('Units') $ 146.27 $ 147.88 ----------- ----------- ----------- ----------- - -------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements. 3 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND L.P. (a limited partnership) STATEMENTS OF OPERATIONS Year ended December 31, ---------------------------------------- 1998 1997 1996 - ---------------------------------------------------------------------------------------------------- REVENUES Net realized gain $1,301,509 $1,602,156 $3,400,298 Change in net unrealized gain/loss (169,565) 1,234,209 (470,820) Interest from U.S. Treasury bills 572,873 676,690 694,789 ---------- ---------- ---------- 1,704,817 3,513,055 3,624,267 ---------- ---------- ---------- EXPENSES Commissions 1,214,818 1,377,622 1,416,851 Management fees 608,574 695,451 715,244 Incentive fees -- 12,998 -- General and administrative 140,001 148,399 161,330 ---------- ---------- ---------- 1,963,393 2,234,470 2,293,425 ---------- ---------- ---------- Net income (loss) $ (258,576) $1,278,585 $1,330,842 ---------- ---------- ---------- ---------- ---------- ---------- ALLOCATION OF NET INCOME (LOSS) Limited partners $ (255,983) $1,265,788 $1,341,731 ---------- ---------- ---------- ---------- ---------- ---------- General partner $ (2,593) $ 12,797 $ (10,889) ---------- ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) PER WEIGHTED AVERAGE LIMITED AND GENERAL PARTNERSHIP UNIT Net income (loss) per weighted average limited and general partnership unit $ (2.39) $ 10.34 $ 9.23 ---------- ---------- ---------- ---------- ---------- ---------- Weighted average number of limited and general partnership units outstanding 108,183 123,618 144,158 ---------- ---------- ---------- ---------- ---------- ---------- - ---------------------------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN PARTNERS' CAPITAL LIMITED GENERAL UNITS PARTNERS PARTNER TOTAL - ----------------------------------------------------------------------------------------------------- Partners' capital--December 31, 1995 155,448 $18,850,694 $ 765,981 $19,616,675 Net income (loss) -- 1,341,731 (10,889) 1,330,842 Redemptions (24,839) (2,476,020) (576,013) (3,052,033) -------- ----------- --------- ----------- Partners' capital--December 31, 1996 130,609 17,716,405 179,079 17,895,484 Net income -- 1,265,788 12,797 1,278,585 Redemptions (15,578) (2,141,221) (21,663) (2,162,884) -------- ----------- --------- ----------- Partners' capital--December 31, 1997 115,031 16,840,972 170,213 17,011,185 Net loss -- (255,983) (2,593) (258,576) Redemptions (14,280) (1,995,145) (20,176) (2,015,321) -------- ----------- --------- ----------- Partners' capital--December 31, 1998 100,751 $14,589,844 $ 147,444 $14,737,288 -------- ----------- --------- ----------- -------- ----------- --------- ----------- - ----------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these statements. 4 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND L.P. (a limited partnership) NOTES TO FINANCIAL STATEMENTS A. General Prudential-Bache Capital Return Futures Fund L.P. (the 'Partnership') is a Delaware limited partnership formed on January 26, 1989 to engage in the speculative trading of commodity futures, forward and options contracts. The Partnership will terminate on December 31, 2009 unless terminated sooner under the provisions of the Amended and Restated Agreement of Limited Partnership (the 'Partnership Agreement'). These provisions, as set forth in Article XVII of the Partnership Agreement include, but are not limited to, the dissolution of the Partnership if the Partnership's net asset value declines to less than $10 million as of the end of any business day. On May 12, 1989, the Partnership completed its offering and raised $139,151,000 from the sale of 1,377,053 units of limited partnership interest and 14,457 units of general partnership interest. The general partner of the Partnership is Seaport Futures Management, Inc. (the 'General Partner') which is an affiliate of Prudential Securities Incorporated ('PSI'), the Partnership's commodity broker. Both the General Partner and PSI are wholly owned subsidiaries of Prudential Securities Group Inc. ('PSGI'). The General Partner is required to maintain at least a 1% interest in the Partnership as long as it is acting as the Partnership's general partner. During the three years ended December 31, 1998, 100% of the Partnership's assets were allocated for commodity trading purposes. The General Partner generally maintains not less than 75% of the Partnership's net assets in interest-bearing U.S. Government obligations (primarily U.S. Treasury bills), a significant portion of which is utilized for margin purposes for the Partnership's commodity trading activities. The remaining 25% of the net assets is held in cash in commodity trading accounts. Since July 1994, all trading decisions for the Partnership have been made by John W. Henry & Company, Inc. (the 'Trading Manager'), an independent commodities trading manager. The General Partner retains the authority to override trading instructions that violate the Partnership's trading policies. B. Summary of Significant Accounting Policies Basis of accounting The books and records of the Partnership are maintained on the accrual basis of accounting in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with generally accepted accounting principles requires the General Partner to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Commodity futures and forward transactions are reflected in the accompanying statements of financial condition on trade date. The difference between the original contract amount and market value is reflected as net unrealized gain or loss. The market value of each contract is based upon the closing quotation on the exchange, clearing firm or bank on, or through, which the contract is traded. To the extent practicable, the Partnership invests a significant portion of its net assets in U.S. Treasury bills, which are often used to fulfill margin requirements. U.S. Treasury bills are carried at amortized cost which approximates market. Interest on these obligations accrues for the benefit of the Partnership. The weighted average number of limited and general partnership units outstanding was computed for purposes of disclosing net income (loss) per weighted average limited and general partnership unit. The weighted average limited and general partnership units are equal to the number of Units outstanding at year-end, adjusted proportionately for the Units redeemed based on their respective time outstanding during such year. The Partnership has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standard No. 102, 'Statement of Cash Flows--Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale.' 5 Income taxes The Partnership is not required to provide for, or pay, any Federal or state income taxes. Income tax attributes that arise from the Partnership's operations are passed directly to the individual partners. The Partnership may be subject to other state and local taxes in jurisdictions in which it operates. Profit and loss allocations, distributions and redemptions Net realized profits or losses for tax purposes are allocated first to partners who redeem Units to the extent the amounts received on redemption are greater than or are less than the amounts paid for the redeemed Units by the partners. Net realized profits or losses remaining after these allocations are allocated to each partner in proportion to such partner's capital account at year-end. Net income or loss for financial reporting purposes is allocated quarterly to all partners on a pro rata basis based on each partner's number of Units outstanding during the quarter. Distributions (other than redemptions of Units) are made at the sole discretion of the General Partner on a pro rata basis in accordance with the respective capital accounts of the partners. No distributions have been made since inception. The Partnership Agreement provides that a partner may redeem its Units as of the last business day of any full calendar quarter at the then current net asset value per Unit. New Accounting Guidance In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities ('SFAS 133'), which the Partnership is required to adopt effective January 1, 2000. SFAS 133 establishes accounting and reporting standards for derivative instruments and for hedging activities and requires that an entity recognize all derivatives as assets or liabilities measured at fair value. The Partnership does not believe the effect of adoption will be material. C. Costs, Fees and Expenses Commissions The General Partner, on behalf of the Partnership, entered into an agreement with PSI to act as commodity broker for the Partnership. The Partnership pays PSI monthly fees equal to 2/3 of 1% (an 8% annual rate) of the Partnership's net asset value as of the first day of each month. Management and incentive fees The Partnership pays the Trading Manager a monthly management fee of 1/3 of 1% (a 4% annual rate) of the Partnership's net asset value as of the last day of each month and a quarterly incentive fee of 15% of the 'New High Net Trading Profits' (as defined in the Advisory Agreement among the Partnership, the General Partner and the Trading Manager). General and administrative expenses In addition to the costs, fees and expenses previously discussed, the Partnership reimburses the General Partner and its affiliates for actual Partnership operating expenses payable by, or allocable to, the Partnership. The amount of reimbursement from the Partnership is limited by the provisions of the Partnership Agreement. The Partnership also pays amounts directly to unrelated parties for certain operating expenses. D. Related Parties The General Partner and its affiliates perform services for the Partnership which include, but are not limited to: brokerage services, accounting and financial management, registrar, transfer and assignment functions, investor communications, printing services and other administrative services. The costs incurred for these services for the years ended December 31, 1998, 1997 and 1996 were: 1998 1997 1996 ---------------------------------------- Commissions $1,214,818 $1,377,622 $1,416,851 General and administrative 65,400 91,077 92,346 ---------- ---------- ---------- Total $1,280,218 $1,468,699 $1,509,197 ---------- ---------- ---------- ---------- ---------- ---------- 6 The Partnership's assets are maintained either in trading or cash accounts with PSI, the Partnership's commodity broker, or for margin purposes, with the various exchanges on which the Partnership is permitted to trade. The Partnership, acting through its Trading Manager, executes over-the-counter, spot, forward and/or option foreign exchange transactions with PSI. PSI then engages in back-to-back trading with an affiliate, Prudential-Bache Global Markets Inc. ('PBGM'). PBGM attempts to earn a profit on such transactions. PBGM keeps its prices on foreign currency competitive with other interbank currency trading desks. All over-the-counter currency transactions are conducted between PSI and the Partnership pursuant to a line of credit. PSI may require that collateral be posted against the marked-to-market positions of the Partnership. E. Income Taxes The following is a reconciliation of net income (loss) for financial reporting purposes to net income (loss) for tax reporting purposes for the years ended December 31, 1998, 1997 and 1996, respectively: 1998 1997 1996 --------------------------------------- Net income (loss) per financial statements $(258,576) $1,278,585 $1,330,842 Change in unrealized gain/loss on nonregulated commodity positions and foreign currencies (51,990) (532,445) 709,383 --------- ---------- ---------- Tax basis net income (loss) $(310,566) $ 746,140 $2,040,225 --------- ---------- ---------- --------- ---------- ---------- The differences between the tax and book bases of partners' capital are primarily attributable to the cumulative effect of the book to tax income adjustments. F. Credit and Market Risk Since the Partnership's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). Futures, forward and options contracts involve varying degrees of off-balance sheet risk; and changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the contracts (or commodities underlying the contracts) frequently result in changes in the Partnership's unrealized gain (loss) on open commodity positions reflected in the statements of financial condition. The Partnership's exposure to market risk is influenced by a number of factors including the relationships among the contracts held by the Partnership as well as the liquidity of the markets in which the contracts are traded. Futures and options contracts are traded on organized exchanges and are thus distinguished from forward contracts which are entered into privately by the parties. The credit risks associated with futures and options contracts are typically perceived to be less than those associated with forward contracts, because exchanges typically provide clearinghouse arrangements in which the collective credit (subject to certain limitations) of the members of the exchanges is pledged to support the financial integrity of the exchange. On the other hand, the Partnership must rely solely on the credit of its broker (PSI) with respect to forward transactions. The Partnership presents unrealized gains and losses on open forward positions as a net amount in the statements of financial condition because it has a master netting agreement with PSI. The General Partner attempts to minimize both credit and market risks by requiring the Partnership's Trading Manager to abide by various trading limitations and policies. The General Partner monitors compliance with these trading limitations and policies which include, but are not limited to, executing and clearing all trades with creditworthy counterparties (currently, PSI is the sole counterparty or broker); limiting the amount of margin or premium required for any one commodity or all commodities combined; and generally limiting transactions to contracts which are traded in sufficient volume to permit the taking and liquidating of positions. The General Partner may impose additional restrictions (through modifications of such trading limitations and policies) upon the trading activities of the Trading Manager as it, in good faith, deems to be in the best interests of the Partnership. PSI, when acting as the Partnership's futures commission merchant in accepting orders for the purchase or sale of domestic futures and options contracts, is required by Commodity Futures Trading Commission ('CFTC') regulations to separately account for and segregate as belonging to the Partnership all assets of the Partnership relating to domestic futures and options trading and is not to commingle such assets with 7 other assets of PSI. At December 31, 1998 such segregated assets totalled $4,855,688. Part 30.7 of the CFTC regulations also requires PSI to secure assets of the Partnership related to foreign futures and options trading which totalled $10,532,496 at December 31, 1998. There are no segregation requirements for assets related to forward trading. As of December 31, 1998, the Partnership's open forward contracts mature within three months and open futures contracts mature within one year. At December 31, 1998 and 1997, gross contract amounts of open futures and forward contracts are: 1998 1997 ----------- ----------- Currency Forward Contracts: Commitments to purchase $ 546,406 $8,299,224 Commitments to sell 1,960,358 21,741,261 Currency Futures Contracts: Commitments to purchase 5,617,987 -- Commitments to sell 4,238,887 -- Financial Futures Contracts: Commitments to purchase 39,193,849 64,953,831 Commitments to sell 83,475,164 28,551,074 Other Futures Contracts: Commitments to purchase 1,139,330 3,287,779 Commitments to sell 3,588,609 7,476,710 The gross contract amounts represent the Partnership's potential involvement in a particular class of financial instrument (if it were to take or make delivery on an underlying futures or forward contract). The gross contract amounts significantly exceed the future cash requirements as the Partnership intends to close out open positions prior to settlement and thus is generally subject only to the risk of loss arising from the change in the value of the contracts. As such, the Partnership considers the 'fair value' of its futures and forward contracts to be the net unrealized gain or loss on the contracts. Thus, the amount at risk associated with counterparty nonperformance of all contracts is the net unrealized gain included in the statements of financial condition. The market risk associated with the Partnership's commitments to purchase commodities is limited to the gross contract amounts involved, while the market risk associated with its commitments to sell is unlimited since the Partnership's potential involvement is to make delivery of an underlying commodity at the contract price; therefore, it must repurchase the contract at prevailing market prices. At December 31, 1998 and 1997, the fair value of open futures and forwards contracts was: 1998 1997 ------------------------- ------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 9,844 $ 106,650 $ 80,344 $ -- Currencies 178,225 41,112 -- -- Other 114,222 42,294 611,279 68,124 Foreign exchanges Financial 1,080,633 88,960 250,118 66,494 Other 29,238 4,015 16,249 1,735 Forward Contracts: Currencies 6,297 127,472 622,474 266,590 ---------- ----------- ---------- ----------- $1,418,459 $ 410,503 $1,580,464 $ 402,943 ---------- ----------- ---------- ----------- ---------- ----------- ---------- ----------- 8 The following table presents the average fair value of futures and forward contracts during the year ended December 31, 1998 and 1997, respectively. 1998 1997 ------------------------- ------------------------- Assets Liabilities Assets Liabilities ---------- ----------- ---------- ----------- Futures Contracts: Domestic exchanges Financial $ 134,577 $ 26,687 $ 92,498 $ 12,619 Currencies 13,710 4,526 59,637 14,160 Other 222,938 59,529 255,036 105,041 Foreign exchanges Financial 460,007 60,931 354,783 52,688 Other 22,255 9,947 5,821 4,653 Forward Contracts: Currencies 563,410 481,174 662,980 233,373 ---------- ----------- ---------- ----------- $1,416,897 $ 642,794 $1,430,755 $ 422,534 ---------- ----------- ---------- ----------- ---------- ----------- ---------- ----------- The following table presents the Partnership's trading revenues for the three years ended December 31, 1998. 1998 1997 1996 ---------- ---------- ---------- Futures Contracts: Domestic exchanges Financial $ 145,038 $ 210,426 $ 81,856 Currencies 76,951 24,502 545,421 Other (457,560) (555,667) 430,200 Foreign exchanges Financial 1,594,170 1,128,447 1,816,042 Currencies -- -- (445,409) Other 93,497 (109,842) -- Forward Contracts: Currencies (320,152) 2,131,390 1,031,787 Foreign Currencies -- 7,109 (530,419) ---------- ---------- ---------- $1,131,944 $2,836,365 $2,929,478 ---------- ---------- ---------- ---------- ---------- ---------- 9 PRUDENTIAL-BACHE CAPITAL RETURN FUTURES FUND L.P. (a limited partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The Partnership commenced operations on May 12, 1989 with gross proceeds of $139,151,000. After accounting for organizational and offering costs, the Partnership's net proceeds were $137,151,000. At December 31, 1998, 100% of the Partnership's total net assets was allocated to commodities trading. A significant portion of the net asset value was held in U.S. Treasury bills (which represented approximately 73% of the net asset value prior to redemptions payable) and cash, which are used as margin for the Partnership's trading in commodities. Inasmuch as the sole business of the Partnership is to trade in commodities, the Partnership continues to own such liquid assets to be used as margin. The percentage that U.S. Treasury bills bear to the net asset value varies each day, and from month to month, as the market value of commodity interests changes. All interest earned on the Partnership's interest-bearing funds is paid to the Partnership. The commodities contracts are subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. For example, commodity exchanges limit fluctuations in commodity futures contract prices during a single day by regulations referred to as 'daily limits.' During a single day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract for a particular commodity has increased or decreased by an amount equal to the daily limit, positions in the commodity can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Partnership from promptly liquidating its commodity futures positions. Since the Partnership's business is to trade futures, forward and options contracts, its capital is at risk due to changes in the value of these contracts (market risk) or the inability of counterparties to perform under the terms of the contracts (credit risk). The Partnership's exposure to market risk is influenced by a number of factors including the volatility of interest rates and foreign currency exchange rates, the liquidity of the markets in which the contracts are traded and the relationship among the contracts held. The inherent uncertainty of the Partnership's speculative trading as well as the development of drastic market occurrences could result in monthly losses considerably beyond the Partnership's experience to date and could ultimately lead to a loss of all or substantially all of investors' capital. The General Partner attempts to minimize these risks by requiring the Partnership's Trading Manager to abide by various trading limitations and policies. See Note F to the financial statements for a further discussion on the credit and market risks associated with the Partnership's futures, forward and options contracts. Redemptions by limited partners recorded for the years ended December 31, 1998, 1997 and 1996 were $1,995,145, $2,141,221 and $2,476,020, respectively. Redemptions by the General Partner for the years ended December 31, 1998, 1997 and 1996 were $20,176, $21,663 and $576,013, respectively. Redemptions by limited partners and the General Partner from the commencement of operations, May 12, 1989, through December 31, 1998 totalled $142,328,013 and $1,618,924, respectively. Future redemptions will impact the amount of funds available for investment in commodity contracts in subsequent periods. The Partnership does not have, nor does it expect to have, any capital assets. Results of Operations The net asset value per Unit as of December 31, 1998 was $146.27, a decrease of 1.09% from the December 31, 1997 net asset value per Unit of $147.88, which was an increase of 7.93% from the December 31, 1996 net asset value per Unit of $137.02. The MAR (Managed Account Reports) Fund/Pool Index, which tracked the performance of 281 and 315 futures funds in 1998 and 1997, returned 6.57% and 9.34%, respectively. Past performance is not necessarily indicative of future results. The Partnership's negative performance in 1998 was attributable to losses incurred in the metal, index, currency and soft sectors offset, in part, by gains in the financial, energy and grain sectors. 10 The metal sector caused the largest losses for the Partnership due to positions in gold, silver and copper. Silver positions incurred losses as declining warehouse inventories caused prices to rise. Volatility in various global stock markets fueled 1998 losses, particularly in the Nikkei Dow and the SFE index. Positions in the currency sector also experienced losses. In Malaysia, we witnessed the introduction of capital controls, and the potential for the chilling effects of a new order of international capital controls. Also impacting the currency markets was Hong Kong's severe intervention in its stock market and Japan's inability to come to terms with banking and overall economic growth problems. The Partnership generated significant profits from positions in the financial sector, which provided various profit earning opportunities throughout the year. Sector performance was driven by governmental and economical conditions in the Far East. Positions in Japanese government bonds were particularly profitable as investors reacted throughout the year to news concerning the Japanese government's economic stimulus package. As the year continued, investors, in a flight to quality, moved out of stocks and back into bonds due to the devaluation of the Russian ruble and concerns regarding the stability of Japanese banks. Energy sector positions also achieved gains for the Partnership. Towards the end of the year, crude oil prices fell to levels not seen since 1986 as OPEC failed to reach an agreement on further production cutbacks. Interest income is earned on the Partnership's investment in U.S. Treasury bills and varies monthly according to interest rates, trading performance, and redemptions. Interest income declined approximately $104,000 for the year ended December 31, 1998 compared to 1997. This decrease was primarily due to the effect of declining interest rates during the current year, as well as the effect of fewer funds available for investments in U.S. Treasury bills resulting from the liquidation of such investments for the payment of redemptions. Interest income declined approximately $18,000 for the year ended December 31, 1997 compared to 1996. This decrease was due primarily to the liquidation of U.S. Treasury bills for the payment of redemptions, which outweighed the increase in available funds from the Partnership's positive 1997 trading performance. Commissions are calculated on the net asset value on the first day of each month and, therefore, vary based on monthly trading performance and redemptions. Commissions decreased approximately $163,000 for the year ended December 31, 1998 compared to 1997 primarily due to the effect of redemptions on the monthly net asset values. Commissions decreased by approximately $39,000 for the year ended December 31, 1997 as compared to 1996 due to lower monthly net asset values caused by redemptions offset, in part, by positive 1997 trading performance. All trading decisions are currently made by John W. Henry & Company, Inc. (the 'Trading Manager'). Management fees are calculated on the net asset value as of the end of each month and, therefore, are affected by trading performance and redemptions. Management fees decreased by approximately $87,000 and $20,000 during the years ended December 31, 1998 and 1997 compared to the comparable periods in the prior years for the same reasons commissions decreased as discussed above. Incentive fees are based on New High Net Trading Profits generated by the Trading Manager, as defined in the Advisory Agreement among the Partnership, the General Partner and the Trading Manager. Trading performance resulted in incentive fees of approximately $13,000 for the year ended December 31, 1997. No incentive fees were earned during 1998 and 1996. General and administrative expenses decreased by approximately $8,000 for the year ended December 31, 1998 compared to 1997 and approximately $13,000 for the year ended December 31, 1997 compared to 1996. These expenses include reimbursements of costs incurred by the General Partner on behalf of the Partnership, in addition to accounting, audit, tax and legal fees as well as printing and postage costs related to reports sent to limited partners. These decreases were due to a reduction in overall costs associated with administering the Partnership including continuing declines in printing and postage costs as limited partners redeem their Units. New Accounting Guidance In June 1998, the Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities ('SFAS 133'), which the Partnership is required to adopt 11 effective January 1, 2000. SFAS 133 establishes accounting and reporting standards for derivative instruments and for hedging activities and requires that an entity recognize all derivatives as assets or liabilities measured at fair value. The Partnership does not believe the effect of adoption will be material. Year 2000 Risk Investment funds, like financial and business organizations and individuals around the world, depend on the smooth functioning of computer systems. The year 2000, however, holds the potential for a significant disruption in the operation of these systems. Many computer systems in use today cannot distinguish the year 2000 from the year 1900 because of the way in which dates are encoded. This is commonly known as the 'Year 2000 Problem.' The Partnership could be adversely affected if computer systems used by it or any third party with whom it has a material relationship do not properly perform date comparisons and calculations concerning dates on or after January 1, 2000, which in turn could have a negative impact on the handling or determination of trades and prices and the services provided to the Partnership. The Partnership has engaged third parties to perform primarily all of the services it needs. Accordingly, the Partnership's Year 2000 problems, if any, are not its own but those that center on the ability of the General Partner, Prudential Securities Incorporated, its Trading Manager and any other third party with whom the Partnership has a material relationship (individually, a 'Service Provider,' and collectively, the 'Service Providers') to address and correct problems that may cause their systems not to function as intended as a result of the Year 2000 Problem. The Partnership has received assurance from its General Partner and Prudential Securities Incorporated that they anticipate being able to continue their operations without any material adverse impact from the Year 2000 Problem. Although other Service Providers, such as the Partnership's Trading Manager, have not made similar representations to the Partnership, the Partnership has no reason to believe that these Service Providers will not take steps necessary to avoid any material adverse impact on the Partnership, though there can be no assurance that this will be the case. The costs or consequences of incomplete or untimely resolution of the Year 2000 Problem by the Service Providers, or by governments, exchanges, clearinghouses, regulators, banks and other third parties, are unknown to the Partnership at this time, but could have a material adverse impact on the operations of the Partnership. The General Partner will promptly notify the Partnership's limited partners in the event it determines that the Year 2000 Problem will have a material adverse impact on the Partnership's operations. The Partnership has considered various alternatives as a contingency plan. If the Year 2000 Problems are systemic, for example, the federal government, the banking system, exchanges or utilities are affected materially, there may no adequate contingency plan for the Partnership to follow other than to suspend operations. If the Year 2000 Problems are related to one or more of the other Service Providers selected by the Partnership, the Partnership believes that each such Service Provider is prepared to address any Year 2000 Problems which arise that could have a material adverse impact on the Partnership's operations. Inflation Inflation has had no material impact on operations or on the financial condition of the Partnership from inception through December 31, 1998. 12 - -------------------------------------------------------------------------------- I hereby affirm that, to the best of my knowledge and belief, the information contained herein relating to Prudential-Bache Capital Return Futures Fund L.P. is accurate and complete. SEAPORT FUTURES MANAGEMENT, INC. (General Partner) By: Barbara J. Brooks Chief Financial Officer - -------------------------------------------------------------------------------- 13 OTHER INFORMATION The actual round-turn equivalent of brokerage commissions paid per contract for the year ended December 31, 1998 was $129. The Partnership's Annual Report on Form 10-K as filed with the Securities and Exchange Commission is available to limited partners without charge upon written request to: Prudential Securities Incorporated P.O. Box 2016 Peck Slip Station New York, New York 10272-2016 14 Peck Slip Station BULK RATE P.O. Box 2016 U.S. POSTAGE New York, NY 10272 PAID Automatic Mail 9N17172-0