SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2004 Commission File Number 0-17555 THE EVEREST 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.) 1100 North 4th Street, Suite 143, Fairfield, Iowa 52556 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (641) 472-5500 Not Applicable (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] 1 THE EVEREST FUND, L.P. (AN IOWA LIMITED PARTNERSHIP) STATEMENT OF FINANCIAL CONDITION UNAUDITED Sept 30, 2004 Dec 31, 2003 ------------- ------------ ASSETS Cash and cash equivalents $26,131,811 $17,674,473 Equity in commodity trading accounts: Cash on deposit with brokers 2,499,848 4,480,683 Net unrealized trading gains on open contracts 2,547,661 1,670,155 Investments, at fair value 0 10,720,039 Interest receivable 84,775 44,466 ----------- ----------- TOTAL ASSETS $31,264,095 $34,589,817 =========== =========== LIABILITIES AND PARTNERS' CAPITAL Liabilities: Accrued expenses $ 17,755 $ 26,280 Commissions payable 112,201 143,319 Advisor's management fee payable 51,557 56,183 Redemptions payable 360,168 898,770 Selling and Offering Expenses Payable 1,985 4,425 ----------- ----------- Total liabilities 543,666 1,128,977 ----------- ----------- Partners' Capital: Limited partners, A Shares (14802.91 and 14828.57 units outstanding at 9/30/04 and 12/31/03, respectively) 30,644,847 33,459,902 Limited partners, I Shares (23.82 units outstanding at 9/30/04 ) 49,813 0 General partners, A shares (0.42 units outstanding) 861 938 General partners, I shares (11.91 units outstanding) 24,907 0 ----------- ----------- Total partners' capital $30,720,429 $33,460,840 ----------- ----------- TOTAL LIABILITIES AND PARTNERS' CAPITAL $31,264,095 $34,589,817 =========== =========== Net asset value per outstanding unit of Partnership interest, A Shares $ 2,070.19 $ 2,256.45 =========== =========== At inception Net asset value per outstanding unit of Partnership (6/04/04) interest, I Shares $ 2,091.06 $ 2,098.87 =========== =========== See accompanying notes to financial statements. 2 THE EVEREST FUND, L.P. (AN IOWA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS FOR THE PERIOD JANUARY 1, 2004 THROUGH SEPT 30, 2004 UNAUDITED July 1, 2004 Jan 1, 2004 July 1, 2003 Jan 1, 2003 through through through through Sept 30, 2004 Sept 30, 2004 Sept 30, 2003 Sept 30, 2003 ------------- ------------- ------------- ------------- REVENUES Gains on trading of commodity futures and forwards contracts, physical commodities and related options: Realized gain (loss) on closed positions $ (635,812) $ (1,924,288) $ (4,460,833) $ 10,194,605 Change in unrealized trading gain (loss) on open contracts 2,865,776 839,400 2,762,822 (3,200,666) Net foreign currency translation gain (loss) (45,723) (20,786) (25,717) 69,697 Brokerage Commissions (438,312) (1,435,570) (469,590) (1,661,578) ------------ ------------ ------------ ------------ Total trading income (loss) 1,745,930 (2,541,244) (2,193,318) 5,402,058 Interest income, net of cash management fees 113,600 322,293 75,951 349,366 ------------ ------------ ------------ ------------ Total income (loss) 1,859,530 (2,218,951) (2,117,367) 5,751,424 GENERAL AND ADMINISTRATIVE EXPENSES Advisor's management fees 149,360 478,608 185,075 668,761 Advisor's incentive fees 0 155,050 0 712,054 Organizational & Offering Cost, I Shares 15 21 0 Administrative expenses 20,346 50,430 10,308 31,666 ------------ ------------ ------------ ------------ Total general and administrative expenses 169,722 684,109 195,383 1,412,481 NET INCOME (LOSS) $ 1,689,808 $ (2,903,060) $ (2,312,750) $ 4,338,943 ============ ============ ============ ============ PROFIT (LOSS) PER UNIT OF PARTNERSHIP INTEREST, A SHARES $ 113.60 $ (186.26) $ (178.73) $ 151.55 ============ ============ ============ ============ PROFIT (LOSS) PER UNIT OF PARTNERSHIP Since Inception ( June 4,2004) INTEREST, I SHARES $ 129.94 $ (7.81) ============ ============ See accompanying notes to financial statements. 3 THE EVEREST FUND, L.P. (An Iowa Limited Partnership) STATEMENT OF CHANGES IN PARTNERS' CAPITAL For the period January 1, 2004 through Sept 30, 2004 UNAUDITED Limited Ptrs Limited Ptrs General Ptr General Ptr Units A Shares I Shares A Shares I Shares Total ----- -------- -------- -------- -------- ----- Partners' capital at Jan 1, 2004 14,828.99 $ 33,459,902 $ 938 $ - $ 33,460,840 Net profit (loss) (2,902,703) (187) (77) (93) (2,903,060) Additional Units Sold 2,385.26 5,144,823 50,000 25,000 5,219,823 Redemptions (2,375.18) (5,057,174) (5,057,174) --------- ---------- --------- ---------- --------- ------------ Partners' capital at Sept 30, 2004 14,839.07 $ 30,644,847 $ 49,813 $ 861 $ 24,907 $ 30,720,429 ========= ============ ========= ========== ========= ============ Net asset value per unit January 1, 2004 (June 4, 2004 for I shares) $ 2,256.45 $2,098.87 $ 2,256.45 $2,098.87 Net profit (loss) per unit $ (186.26) $ (7.81) $ (186.26) $ (7.81) ------------ --------- ---------- --------- Net asset value per unit Sept 30, 2004 $ 2,070.19 $2,091.06 $ 2,070.19 $2,091.06 See accompanying notes to financial statements. 4 THE EVEREST FUND, L.P. (AN IOWA LIMITED PARTNERSHIP) SCHEDULE OF INVESTMENTS SEPT 30, 2004 NUMBER OF Carrying Value/ CONTRACTS Value (OTE) --------- ----------- LONG POSITIONS: FUTURES POSITIONS (6.77%) Interest rates 1,207 $ 1,154,147 Metals 116 60,550 Energy 246 833,616 Agriculture 118 16,692 Currencies 102 (30,163) Indices 50 44,890 ----------- 2,079,732 FORWARD POSITIONS (1.55%) Currencies 475,634 ----------- Total long positions $ 2,555,367 =========== SHORT POSITIONS: FUTURES POSITIONS (1.45%) Interest rates -- $ - Metals 15 (52,700) Energy -- 0 Agriculture 383 502,242 Currencies -- 0 Indices 14 (5,087) ----------- 444,454 FORWARD POSITIONS (-1.47%) Currencies (452,160) ----------- Total short positions $ (7,706) =========== TOTAL OPEN CONTRACTS (8.29%) $ 2,547,661 CASH AND CASH EQUIVALENTS (85.06%) 26,131,811 CASH ON DEPOSIT WITH BROKERS (8.14%) 2,499,848 LESS LIABILITIES IN EXCESS OF OTHER ASSETS (-1.49%) (458,891) ----------- NET ASSETS (100.0%) $30,720,429 =========== 5 EVEREST FUND, L.P. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (1) GENERAL INFORMATION AND SUMMARY Everest Futures Fund, L.P. (the "Partnership") is a limited partnership organized on June 20, 1988 under the Iowa Uniform Limited Partnership Act (the Act). The business of the Partnership is the speculative trading of commodity futures contracts and other commodity interests, including forward contracts on foreign currencies ("Commodity Interests") either directly or through investing in other, including subsidiary, partnerships, funds or other limited liability entities. The Partnership commenced its trading operations on February 1, 1989 and its general partner is Everest Asset Management, Inc. (the "General Partner") a Delaware corporation organized in December 1987. The Partnership was initially organized on June 20, 1988 under the name Everest Energy Futures Fund, L.P. and its initial business was the speculative trading of Commodity Interests, with a particular emphasis on the trading of energy-related commodity interests. However, effective September 12, 1991, the Partnership changed its name to "Everest Futures Fund, L.P." and at the same time eliminated its energy concentration trading policy. The Partnership thereafter has traded futures contracts and options on futures contracts on a diversified portfolio of financial instruments and precious metals and trades forward contracts on currencies. In November 2003 the Partnership changed its name to its present form. The initial public offering of the Partnership's units of limited partnership interest ("Units") commenced on or about December 6, 1988. On February 1, 1989, the initial offering period for the Partnership was terminated, by which time the Net Asset Value of the Partnership was $2,140,315.74. Beginning February 2, 1989, an extended offering period commenced which terminated on July 31, 1989, by which time a total of 5,065.681 Units of Limited Partnership Interest were sold. Effective May 1995 the Partnership ceased to report as a public offering. On July 1, 1995 the Partnership recommenced the offering of its Units as a Regulation D, Rule 506 private placement, which continues to the present with a total of $105,361,199 for 55,908.14 Units of Class A Units sold July 1, 1995 through September 30, 2004 and a total of $75,000 for 35.73 Units of Class I Units sold September 30, 2004. 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. (Everest II). In July 2000, the Partnership redeemed approximately 50% of its assets from Everest II. Effective as of the close of business August 31, 2000, the Partnership liquidated its remaining investment in Everest II. Effective June 4, 2004, the Partnership introduced a new share category, Class I Units, or Institutional Units which have an ongoing Offering and Organization fee of 1/12 of 0.10% of the NAV per unit per month. The Class A Units, (retail shares) 6 continue to be charged an initial 1% Offering and Organization fee as a reduction to capital. The Partnership clears all of its futures and options on futures trades through Cargill Investor Services, Inc. (CIS), its clearing broker, and all of its cash trading through CIS Financial Services, Inc. (CISFS), an affiliate of CIS. On September 13, 1996 the Securities and Exchange Commission accepted for filing a Form 10 -- Registration of Securities for the Partnership. Public reporting of Units of the Partnership sold as a private placement commenced at that time and has continued to the present. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Cash equivalents represent short-term highly liquid investments with remaining maturities of three months or less 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. These cash equivalents, with the exception of securities purchased under agreement to resell, are stated at amortized cost, which approximates fair value. 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. Revenue Recognition Commodity futures contracts, forward contracts, physical commodities, and related options are recorded on the trade date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized gains and losses on open contracts reflected in the statements of financial condition represent the difference between original contract amount and market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements. The Partnership earns interest on 100% of the Partnership's average monthly cash balance on deposit with the Brokers at a rate equal to the average 91-day Treasury bill rate for U. S. Treasury bills issued during that month. Net income (loss) per unit of partnership interest is the difference between the net asset value per unit at the beginning and end of each period. Fair Value of Financial Instruments The financial instruments held by the Company are reported in the statements of financial condition at market or fair value, or at 7 carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity. Foreign Currency Translation 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. Realized and unrealized foreign exchange gains or losses are included in trading income (loss) in the statements of operations. Income Taxes No provision for income taxes has been made in the accompanying financial statements as each partner is responsible for reporting income (loss) based upon the pro rata share of the profits or losses of the Partnership. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. (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 their capital contribution and profits, if any, and such other amounts, as they 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. The General Partner has delegated complete trading authority to an unrelated party (note 4). Class A 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 fifteen days' prior written notice to the Partnership, or such lesser period as is acceptable to the Partnership. Although the Agreement does not permit redemptions for the first six months following a Limited Partner's admission to the Partnership, the Agreement does permit the Partnership to declare additional regular redemption dates. Class I Limited Partners may cause any or all of their Units to be redeemed as of the end of any quarter on 45 days' prior written notice to the Partnership or such lesser period as is acceptable to the Partnership. The Partnership will be dissolved at December 31, 2020, or upon the 8 occurrence of certain events, as specified in the Limited Partnership Agreement. (4) CONTRACTS AND AGREEMENTS Prior to August 1, 2000, the Partnership's trading advisor was John W. Henry & Company, Inc. (JWH). Beginning July 1, 2001 JWH began trading its Strategic Allocation Program with a trading allocation of $40 million. Previously JWH traded its Financial and Metals program. JWH receives a monthly management fee equal to 0.167% (2% annually) of the Partnership's month-end net asset value, as defined, and a quarterly incentive fee of 20% of the 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 Partnership. Effective August 1, 2000, Trilogy Capital Management, LLC ("Trilogy") was added as a trading advisor. Trilogy was terminated effective June 30, 2001. Trilogy received a monthly management fee of 0.075% (0.9% annually) of the Partnership's month-end allocated assets as defined and did not receive an incentive fee. Effective September 1, 2001, Mount Lucas Management Corporation ("MLM") was added as a trading advisor with an initial allocation of $10 million. This allocation represented notional funding for the Partnership. MLM receives a monthly management fee of 0.0625% (0.75% annually) of the Partnership's month-end allocated assets as defined. Effective February 2003, the management fee was reduced to 0.04167% (0.50% annually). As MLM uses the MLM Index - Unleveraged, they do not receive an incentive fee. MLM was terminated effective October 31, 2003. Beginning in June 2003, John W. Henry & Company, Inc. ("JWH") began trading JWH Global Analytics Program ("GAP"); Currency Strategic Allocation Program ("CSAP") and Worldwide Bond Program ("WBP") with a trading allocation of $27 million. Effective November 2003, CIS charges the Partnership monthly brokerage commissions equal to 0.50% of the Partnership's Class A beginning-of-month net asset value. From May 2002 through October 2003, CIS charged the Partnership monthly brokerage commissions of either 0.5104% or 0.5156%, depending on the total amount which the Partnership had allocated to trading, including notional funding. Prior to May 2002, CIS charged the Partnership monthly brokerage commissions equal to 0.5052% of the Partnership beginning-of-month net asset value, as defined. Prior to September 1, 2001, the monthly brokerage commission was 0.5%. The General Partner receives a management fee of approximately 83% of the brokerage commission charged by CIS. Effective June 2004, CIS charges the Partnership monthly brokerage commissions equal to 0.229% of the Partnership's Class I beginning-of-month net asset value. Net brokerage commissions are recorded in the statements of operations as a reduction of trading income and the amounts paid to the General Partner are recorded as management fees. 9 As of September 30, 2004, the Partnership had approximately $31.0 million in net assets. As of September 30, 2004 JWH's allocation was approximately $31.0 million. The General Partner may replace or add trading advisors at any time. A portion of assets 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) TRADING ACTIVITIES AND RELATED RISKS The Partnership engages in the speculative trading of U.S. and foreign futures contracts, options on U.S. and foreign futures contracts, and forward contracts (collectively derivatives). These derivatives include both financial and non-financial contracts held as part of a diversified trading strategy. The Partnership is exposed to both market risk, the risk arising from changes in the market value of the contracts; and credit risk, the risk of failure by another party to perform according to the terms of a contract. The purchase and sale of futures and options on futures contracts requires margin deposits with a Futures Commission Merchant (FCM). Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act (CEAct) requires an FCM to segregate all customer transactions and assets from the FCM's proprietary activities. A customer's cash and other property such as U. S. Treasury Bills, deposited with an FCM are considered commingled with all other customer funds subject to the FCM's segregation requirements. In the event of an FCM's insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The Partnership has cash on deposit with an interbank market maker in connection with its trading of forward contracts. In the event of interbank market maker's insolvency, recovery of the Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits. In the normal course of business, the Partnership does not require collateral from such interbank market maker. Because forward contracts are traded in unregulated markets between principals, the Partnership also assumes a credit risk, the risk of loss from counter party non-performance. For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Partnership is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short. As both a buyer and seller of options, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Net trading results from derivatives for the periods presented are reflected in the statement of operations and equal gains (losses) from 10 trading less brokerage commissions. Such trading results reflect the net gain arising from the Partnership's speculative trading of futures contracts, options on futures contracts, and forward contracts. The Limited Partners bear the risk of loss only to the extent of the net asset value of their Partnership units. (6)FINANCIAL HIGHLIGHTS The following financial highlights show the Partnership's financial performance for the nine months ended September 30, 2004. Total return is calculated as the change in a theoretical limited partner's investment over the entire period. An individual partner's total returns and ratios may vary from the total return based on the timing of contributions and withdrawals. Total return: A shares -8.25% I shares (since inception) -0.37% Ratio to average net assets (total): Net income -9.07% General and administrative expenses (total): Expenses 1.65% Incentive fees 0.48% Total general and Administrative expenses 2.13% The net investment income and general and administrative expenses ratios are computed based upon the weighted average net assets for the Partnership for the period ended September 30, 2004. (7) FINANCIAL STATEMENT PREPARATION The interim financial statements are unaudited but reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments consist primarily of normal recurring accruals. These interim financial statements should be read in conjunction with the audited financial statements of the Partnership for the year ended December 31, 2003, as filed with the Securities and Exchange Commission on March 30, 2004, as part of its Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the fiscal year. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FISCAL QUARTER ENDED SEPTEMBER 30, 2004 The Partnership recorded a gain of $1,689,808 or $113.60 per Unit of Class A Units ($129.94 for Class I Units) for the third quarter of 2004. This compares to a loss of $2,312,751 or $178.73 per Unit for the third quarter of 2003. The third quarter 2004 showed a gain of 5.81%% for the fund. The Partnership continued to employ John W. Henry & Company, Inc.'s (JWH) GlobalAnalyticsR Family of Programs, Worldwide Bond Program and Currency Strategic Allocation Program. Class A Units were positive 2.40% for July 2004 resulting in a net asset value per unit of $2,003.64 as of July 31, 2004. The month began with a 25 basis point rate increase by the Federal Open Market Committee (FOMC). Economic figures, released throughout the month, continued to provide positive indications for the US economy. However, most of the data failed to meet market expectations. The lack of robust economic figures prevented the financial markets from trending in one direction for any sustained period. In the commodity sector, with the prospect of an abundant harvest, grain prices continued their steady decline, which led to gains for the fund. In the energy market, the rally in oil prices continued throughout July. The market continued to focus on concerns about supply and demand as well as external issues, such as terrorist attacks in the Middle East and the problems facing the Russian oil industry. Class I Units for July 2004 were also positive with a gain of 2.67% resulting in a net asset value per unit of $2,013.44. The Class I Units are traded with the same program as the Class A Units above. Class A Units showed a loss of 3.67% resulting in a net asset value per unit of $1,930.18 as of August 31, 2004. Overall, JWH was negative for the month of August. Fixed-income markets provided the most significant gains for the Fund as fixed-income prices rallied in response to the weak US unemployment data and other weaker-than-expected fundamental data. The Fund suffered losses in the foreign exchange markets which continued to be dominated by short-term flow and little conviction of a trend. The fixed-income sector provided significant gains for August 2004 as prices rallied in Australian, European and the US fixed-income markets. The largest gains for the month were in the bund and the US 30-year bond. The only losses for this sector were in the Japanese Government bond and the 3-month eurodollar. The foreign exchange sector was negative for August, as most foreign exchange markets failed to sustain any discernible direction. Global Stock Indices have continued to stay rangebound in 2004 although the month of August showed slight losses. In spite of good profit reports for many companies, the threat of future declines has not allowed these markets to gain any traction. The energy sector was negative for August and the agricultural sector was also negative for August. 12 For Class I the fund showed a loss of 3.40% in August. The net asset value per unit was $1,944.92 as of August 31, 2004. Class A Units showed a gain of 7.25% resulting in a net asset value per unit of $2,070.19 as of September 30, 2004. The Fund continues to benefit from the long-term trend towards higher energy prices. For the first time in history, the benchmark crude oil contract surpassed the $50 per barrel mark in September. Nascent trends in global fixed-income markets also had a positive impact on performance. Treasury yields, arguably trading in a counter-intuitive fashion, fell on the mid and long end of the curve against the backdrop of another 25 basis point rate hike by the U.S. Federal Reserve Board. As we've often seen during periods of solid JWH performance, factors that may be driving one market sector to an extreme, coalesce into a central theme that cuts across multiple asset classes. In September, the surge in energy prices was a clear and dominant theme that made an impression on a number of different markets. The result was strong performance for the Fund. A significant portion of September's gain was directly related to trading in the energy sector. Rising demand out of Asia, supply disruptions in Iraq, and fears of terrorism kept prices high. Two other factors also contributed to higher prices in September - an active hurricane season in the US, and unrest in Nigeria. The benchmark NYMEX crude oil contract responded to these factors by rising more than 15% during the month. Fund positions in all energy markets performed well during the month. Trading in fixed-income markets was also profitable. Trading in the foreign exchange market continues to be difficult this year as many of the world's major currencies remain stuck in broad ranges. While overall trading in this sector was slightly profitable, there were no significant winners or losers. Opportunities in equity markets have been limited as volatility in many of the world's stock markets is registering multi-year lows. Hopes are that equity markets will begin to move after the U.S presidential elections. The Fund suffered slight losses in most equity trading. Trading in the agriculture markets was profitable in September. Class I Units showed a gain of 7.51% resulting in a net asset value per unit of $2,091.06 as of September 30, 2004. During the quarter, additional Units sold consisted of 398.58 limited partnership Units; there were zero general partnership Units sold during the quarter. Additional Units sold during the quarter represented a total of $797,030. Investors redeemed a total of 402.14 Units during the quarter and the General Partner redeemed zero Units. At the end of the quarter there were 14,839.07 Units outstanding (including 12.33 Units owned by the General Partner). During the fiscal quarter ended September 30, 2004, the Partnership had no credit exposure to a counterparty, which is a foreign commodities exchange, or to any counter party dealing in over the counter contracts, which was material. See Note 5 of the Notes to Financial Statements for procedures established by the General Partner to monitor and minimize market and 13 credit risks for the Partnership. In addition to the procedures set out in Note 5, the General Partner reviews on a daily basis reports of the Partnership's performance, including monitoring of the daily net asset value of the Partnership. The General Partner also reviews the financial situation of the Partnership's Clearing Broker on a monthly basis. The General Partner relies on the policies of the Clearing Broker to monitor specific credit risks. The Clearing Broker does not engage in proprietary trading and thus has no direct market exposure, which provides the General Partner assurance that the Partnership will not suffer trading losses through the Clearing Broker. FISCAL QUARTER ENDED SEPTEMBER 30, 2003 The Partnership recorded a loss of $2,312,751 or $ 178.73 per Unit for the third quarter of 2003. This compares to a gain of $7,031,585 or $354.40 per Unit for the third quarter of 2002. The Partnership continued to employ John W. Henry & Company, Inc.'s Strategic Allocation Program (JWH SAP) as its core manager, and Mount Lucas Management Corporation's MLM Index(TM) (Unleveraged) (MLM) for an overlay program. In July the Fund was down 4.39%. JWH was down 0.99% in July. July was a difficult trading month, as there were significant trend reversals in major markets that resulted in a loss for the month. Signs of economic recovery have strengthened the US dollar, caused global interest rates to rise, stock prices to rise and higher base metal prices. JWH had profits in energy, fixed income and equity index sectors with (overall) larger losses in foreign exchange, metals and agriculturals. The MLM Index(TM) Program (Unleveraged) was down 3.53% in July. This was the second largest monthly loss for the MLM Index since it began trading for the fund in September of 2001. The Index had a gain in only one market sector- livestock. Losses came in financials, softs, grains, currencies and energies. High levels of volatility moved into the financial sector, as the bond market had one of its biggest drops on record. This action combined with the continued choppiness in the physical commodities, is the prototype for tough performance for the Index. Positions in the Index were flipping sides (long to short, short to long) more than is typical. The Partnership recorded a loss of $ 1,283,432 or $ 105.53 per unit in July. Effective July 30, 2003, Janet Mullen retired as Vice President of Everest Asset Management. In August 2003 the Partnership posted a gain of 1.51%. In August JWH was up 1.56% and the MLM Index Program (Unleveraged) was down 0.04%. As a result of global markets responding to improving economic conditions in the US, Japan and to a lesser degree, Europe, interest rates continue to move higher and the US dollar has strengthened against most major currencies. Energy markets, with the exception of natural gas, continued to grind higher. These trending markets resulted in a profitable August for JWH. Gains came in fixed income, equity indices, energies and metals. Smaller overall losses came in currencies and agriculturals. MLM Index Program (Unleveraged) was essentially flat for the month. The Partnership recorded a gain of $449,550 or $34.59 per unit in August 2003. 14 September saw a loss of 4.62% for the Fund. JWH posted a loss of 2.72% in September 2003. The trend that provided profits in August abruptly turned around in September, resulting in a loss for the month. The strength of the US recovery was in doubt resulting in lower interest rates and the US dollar giving back its recent gains. In addition OPEC announcements reversed the decline in energy prices. For JWH the fixed income sector incurred the largest loss in September, with energies following. Currencies were positive -- mostly from the Japanese yen. Metals and agriculturals were up as well. The MLM Index Program (Unleveraged) had a loss of 1.97% in September 2003. The Index had gains in currencies, livestock and metals that were more than offset by losses in energy, financials, grains and softs. Positions continue to be flipping quite a lot as many markets consolidate. The Partnership recorded a loss of $1,478,868 or $107.79 per Unit in September 2003. During the quarter, additional Units sold consisted of 2,297.60 limited partnership units; there were no general partnership units sold during the quarter. Additional Units sold during the quarter represented a total of $5,252,765. Investors redeemed a total of 132.98 Units during the quarter and the General Partner redeemed 0 Units. At the end of the quarter there were 14,326.75 Units outstanding (including 0.42 Units owned by the General Partner). FISCAL QUARTER ENDED JUNE 30, 2004 The Partnership recorded a loss of $6,680,337 or $443.36 per Unit of Class A Units ($137.75 for Class I Units) for the second quarter of 2004. This compares to a gain of $230,943 or $18.77 per Unit for the second quarter of 2003. The second quarter 2004 showed a loss of 18.47% for the fund. The Partnership continued to employ John W. Henry & Company, Inc.'s (JWH) GlobalAnalyticsR Family of Programs, Worldwide Bond Program and Currency Strategic Allocation Program. The Everest Fund, L.P experienced a loss of 10.26% during April, resulting in a Net Asset Value per Unit of $2,153.78 as of April 30, 2004. There were two main themes dominating the financial markets in April. First of all, the emerging strength of the US economy has led to market speculation that the Federal Reserve will switch from a neutral stance on interest rates and begin raising interest rates in the near term. The effects of this have been far reaching through the financial markets resulting in the strengthening of the US dollar, rising interest rates and providing tepid support to global equity indices. Secondly, the country with the fastest growing economy, China, has decided to rein in growth to avoid creating potentially dangerous financial bubbles like the ones it faced a decade ago. The China State Council, the highest level of government in China, has given a mandate to the Peoples Bank of China, the Chinese Central Bank, to start limiting available credit and raising domestic interest rates. The result has been a reduced consumption of basic commodities which has diminished the recent vigor in the base metals and grain markets. Energies were profitable with the agricultural, fixed-income, currency, stock indices and metals sectors negative for the month. 15 The Everest Fund, L.P experienced a loss of 5.06% during May, resulting in a Net Asset Value per Unit of $2,044.83 as of May 31, 2004. Overall, the fund was down for the month of May. May's performance can best be described as a transition period with the greatest influences coming from the same spheres as the previous month. Improving global economies, particularly the US economy, have created expectations of central banks embarking on a campaign to raise interest rates to moderate growth and curtail a possible increase in inflation. Additionally, the Chinese government continues to try to rein in growth of the world's fastest growing economy by reducing available domestic credit and money supply, hoping to gradually cool its overheated economy. These factors have created sufficient uncertainty in the financial markets, and have prevented strong trends from emerging. The exceptions are the energy markets which continue to climb higher due to increased global demand and heightened geopolitical risks. Once again, the energy sector was positive with the currency, fixed-income, stock indices, agricultural and metals sectors being negative. The Everest Fund, L.P Class A experienced a loss of 4.32% during June, resulting in a Net Asset Value per Unit of $1,956.59 as of June 30, 2004. Overall, the Fund was negative for the month of June. The second quarter of 2004 has not produced any meaningful trends with the possible exception of the energy markets. However, even the energy markets have struggled of late, needing the full cooperation of OPEC members to increase their production levels to near capacity to temporarily reverse the upward trend in crude oil prices. The lack of price trends in other markets is a result of the confusion in financial markets as analysts attempt to anticipate the major central banks' exit strategy, from their highly accommodative monetary policy of the past two years, and the effects on economic growth. Additionally, Chinese government authorities have been faced with the challenge of slowing the world's fastest growing economy while avoiding a hard economic landing, which would send shock waves throughout the world. The only positive results were posted in the metals and stock indices. The losses came in the fixed-income, currency, energy and agricultural sectors. The Everest Fund, L.P Class I experienced a loss of 6.56% during June, resulting in a Net Asset Value per Unit of $1,961.12 as of June 30, 2004. The fund introduced a new share category in June 2004. The Class I Units or Institutional Units are intended for entities who are capable of investing $5 million minimum, subject to the discretion of the general partner to accept less. The Units were funded by the general partner and its president and trading began on June 7, 2004. The Class I trading strategy will be materially the same as that for the Class A Units, although the Class I Units have generally lower fees. During the quarter, additional Units sold consisted of 1,050.59 limited partnership Units; there were 11.91 general partnership Units sold during the quarter. Additional Units sold during the quarter represented a total of $ 2,221,077. Investors redeemed a total of 1,146.35 Units during the quarter and the General Partner redeemed zero Units. At the end of the quarter there were 14,842.64 Units outstanding (including 12.33 Units owned by the general partner). 16 During the fiscal quarter ended June 30, 2004, the Partnership had no credit exposure to a counterparty, which is a foreign commodities exchange, or to any counter party dealing in over the counter contracts, which was material. FISCAL QUARTER ENDED JUNE 30, 2003 The Partnership recorded a gain of $230,943 or $18.77 per Unit for the second quarter of 2003. This compares to a gain of $10,469,356 or $456.94 per Unit for the second quarter of 2002. The Partnership continued to employ John W. Henry & Company, Inc. (JWH) as its core manager, and Mount Lucas Management Corporation's MLM Index (Unleveraged) (MLM) for an overlay program. In April the fund gained 1.67%. JWH was up 2.41%, while MLM lost 0.73%. For JWH, energies were the best performing sector as the end of the war in Iraq put considerable downside pressure on the price per barrel. Currencies, fixed income and stock indices were also profitable. Agriculturals were down slightly. The initial enthusiasm for the U.S. Dollar after the war was short-lived, bond prices continued higher. Most equity markets rallied around the world, encouraged by the swift victory by coalition forces in Iraq. The exception was the NIKKEI 225 in Japan, which succumbed to continuing Japanese domestic problems. The MLM Index Program (Unleveraged) had losses in energy and softs, which were only partially offset by gains in currencies, grains and livestock. The Partnership posted a gain of $572,164.00 or $39.80 per Unit in April. In May the Partnership gained 5.30%. JWH had a gain of 5.61% with fixed income being the best performing sector. Yields continued to trend lower in Japan and the U.S. Currencies were positive with the U.S. Dollar still weakening. JWH had losses in stock indices, energies and metals. The MLM Index Program (Unleveraged) was essentially flat for the month, down .25 basis points. The Partnership posted a gain of $1,259,525 or $128.52 per Unit in May. In June the Fund had a loss of 5.86%. In mid June the General Partner effected a re-allocation within the JWH investment. The Partnership withdrew from the JWH SAP Program and allocated approximately 55% to the JWH GlobalAnlaytics Program, 23% to the JWH Currency Strategic Allocation Program, and 22% to the JWH Worldwide Bond Program. The month started out promising for JWH but turned abruptly negative during the last two weeks of the month. Two trends that were re-established after the war-a weakening dollar and falling global interest rates- reversed course sharply as hints of improving economic times forced liquidation of large positions in fixed income and currency markets. JWH lost in fixed income, energies, currencies, metals, and agriculturals. MLM lost approximately 1.32% for the Fund in June. Gains in energy and grain sectors were not enough to overcome losses in currencies, financials, metals and softs. The Partnership posted a loss of $1,600,746.00 or $149.55 per Unit in June. During the quarter, additional Units sold consisted of 3,511.51 limited partnership units; there were no general partnership units sold during the quarter. Additional Units sold during the quarter represented a total of $8,606,645. Investors redeemed a total of 17 5,723.74 Units during the quarter and the General Partner redeemed zero Units. At the end of the quarter there were 12,162.13 Units outstanding (including 0.42 Units owned by the General Partner). During the second quarter 2003, Randy Kelsey, branch manager of the Minneapolis office was terminated. His duties have been taken over by Everest Asset Management president, Peter Lamoureux. During the fiscal quarter ended June 30, 2003, the Partnership had no credit exposure to a counterparty, which is a foreign commodities exchange, or to any counter party dealing in over the counter contracts, which was material. FISCAL QUARTER ENDED MARCH 31, 2004 The Partnership recorded a gain of $2,087,470 or $143.50 per Unit for the first quarter of 2004. This compares to a gain of $6,420,752 or $311.51 per Unit for the first quarter of 2003. The first quarter 2004 showed a gain of 6.36% for the fund. The Partnership continued to employ John W. Henry & Company, Inc.'s (JWH) GlobalAnalyticsR Family of Programs, Worldwide Bond Program and Currency Strategic Allocation Program. The Everest Fund, L.P experienced a gain of 0.54% during January, resulting in a Net Asset Value per Unit of $2,268.719 as of January 31, 2004. In January the JWH programs had gains in the fixed income sector, as the world- wide trend of interest rates continued to move lower. The currency sector was positive, with the US dollar trend continuing downward against most major currencies in the first half of the month, then swiftly strengthening against most currencies later in the month. The agricultural sector was also positive primarily on the performance of corn, soybeans and New York coffee. Stock indices were unprofitable as Europe, the US and Japan maintained their upward trend for most of the month on positive economic growth and a favorable interest rate environment. The energy sector was also down for the month, especially from the position in London gas oil. Finally, the metals sector was also down, from losses in gold. The Everest Fund, L.P experienced a gain of 6.32% during February, resulting in a Net Asset Value per Unit of $2,412.208 as of February 29, 2004. In February JWH had a gain of +6.32%. Interest rates continued to move lower in G7 nations due to benign inflationary pressures. Energies, with the exception of natural gas, remained on an upward trend because of supply concerns. The US dollar, which had been weakening against most major currencies, found strength mid-month and reversed its five-month downtrend. Base metals continued the strong move upward due to low inventory levels, while precious metals followed currencies and reversed course during the month. Despite exhibiting a degree of volatility on an intra-month basis, most equity indices ended the month close to unchanged. Profits came from the fixed income sector, agriculturals, energies, and metals in that order. Currencies were unprofitable. 18 The Everest Fund, L.P. experienced a loss of 0.51% during March, resulting in a Net Asset Value per Unit of $2,399.95 as of March 31, 2004. JWH had a loss of 0.51% in March for the fund. The month was dominated by increased geopolitical risks, which led to a reduction in the market positions. In March, the most influential market factors for the fund were the effects of Japan's fiscal year end. The Bank of Japan, through intervention in foreign exchange markets, bolstered the US dollar against the Japanese yen, which in turn propelled Japanese equities and interest rates. The largest gains came from the agricultural sector with gains in the fall of cotton prices and gains from the rising prices of grains. The metals sector was the second most profitable sector with silver and gold moving higher despite the US dollar strengthening. Energies were also profitable in March with geopolitical risks and OPEC's policies helping crude oil and related products maintain lofty price levels. Global stock indices were also positive as most global indices went down in the first half of the month but recovered in the later half in reaction to favorable economic data. Profits were posted in the fixed income sector as well, as employment data sent bond prices higher (and rates lower), with the exception of Japan. The currency sector was unprofitable with action dominated by the action in the Japanese yen, orchestrated by the Bank of Japan. March is the Japanese fiscal year end and the Bank of Japan intervened in the foreign exchange market by buying over $40 billion US dollars and selling Japanese yen in an effort to allow Japanese exporters to hedge their US dollar profits at favorable rates for year end considerations. Most other major currencies traded in a sideways fashion. The largest losses came in the Japanese yen, the British Pound and the euro. During the quarter, additional Units sold consisted of 924.18 limited partnership units; there were no general partnership units sold during the quarter. Additional Units sold during the quarter represented a total of $2,201,716. Investors redeemed a total of 826.69 Units during the quarter and the General Partner redeemed zero Units. At the end of the quarter there were 14,926.48 Units outstanding (including 0.42 Units owned by the General Partner). During the fiscal quarter ended March 31, 2004, the Partnership had no credit exposure to a counterparty, which is a foreign commodities exchange, or to any counter party dealing in over the counter contracts, which was material. FISCAL QUARTER ENDED MARCH 31, 2003 The Partnership recorded a gain of $6,420,752 or $311.51 per Unit for the first quarter of 2003. This compares to a loss of $5,278,393 or $212.95 per Unit for the first quarter of 2002. The Partnership continued to employ John W. Henry & Company, Inc.'s Strategic Allocation Program (JWH SAP) as its core manager, and Mount Lucas Management Corporation's MLM Index (Unleveraged) (MLM) for an overlay program. In January the fund gained 16.02%. JWH was up 14.43%, with MLM adding 1.55%. JWH's investment style took advantage 19 of uncertainty in the energy markets, a weakening dollar, and a poor global economic outlook. All sectors of the program made a positive contribution in January. MLM had profits in energies primarily, followed by financials and currencies. Although the media had focused on the impending war with Iraq and the strike in Venezuela and the effect these events were having on crude oil prices, the best performing part of the energy sector was natural gas. The Partnership posted a gain of $6,842,542 or $331.95 per Unit in January. In February the Partnership gained 8.56%. JWH had a gain of 7.45% as the program continued to profit from long term trends, primarily in the energy and fixed income markets. The impending war with Iraq, slowing global economies, weaker US dollar and high energy prices are the factors that propelled market prices in the Fund's favor. MLM had a profit of approximately 1%, and as was the case in January, the positive performance was driven by the energy sector. Gains were also seen in the currencies, financials and grains with smaller overall losses in meats, metals and softs. The Partnership posted a gain of $4,252,181 or $205.92 per Unit in February. In March the Fund had a loss of 8.67%. JWH was down 6.81% for March with the US-led coalition's war on Iraq taking center stage in financial and energy markets. A week before the actual war started, the markets anticipated a quick victory. THE US dollar strengthened, interest rates rose, and energy markets collapsed. The quick change in direction of the markets resulted in negative performance for the month of March. MLM lost approximately 2% for the Fund in March, not surprisingly driven by market reaction to the war. The largest losses came in the energy sector followed by metals, softs and financials. Grains were positive. The Partnership posted a loss of $4,673,971 or $226.36 per Unit in March. During the quarter, additional Units sold consisted of 1,955.36 limited partnership units; there were no general partnership units sold during the quarter. Additional Units sold during the quarter represented a total of $4,857,896. Investors redeemed a total of 8,173.04 Units during the quarter and the General Partner redeemed 21.65 Units. At the end of the quarter there were 14,374.35 Units outstanding (including 0.42 Units owned by the General Partner). Effective February 1, 2003, Peter Lamoureux, President of Everest Asset Management, Inc. (EAM) became the majority shareholder and sole director of EAM. Steven Foster and Steven Rubin are no longer principals, directors or shareholders. Effective March 7, 2003, EAM dismissed KPMG LLP as certifying accountant for the Partnership. Spicer, Jeffries, & Co. was engaged as the Registrant's independent accountant effective March 10, 2003. During the fiscal quarter ended March 31, 2002, the Partnership had no credit exposure to a counterparty, which is a foreign commodities exchange, or to any counter party dealing in over the counter contracts, which was material. 20 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There has been no material change with respect to market risk since the "Quantitative and Qualitative Disclosures About Market Risk" was made in the Form 10K of the Partnership dated December 31, 2003. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Partnership and its affiliates are from time to time parties to various legal actions arising in the normal course of business. The General Partner believes that there are no proceedings threatened or pending against the Partnership or any of its affiliates which, if determined adversely, would have a material adverse effect on the financial condition or results of operations of the Partnership. Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K a) Exhibits None b) Reports on Form 8-K None 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized. EVEREST FUND, L.P. Date: November 1, 2004 By: Everest Asset Management, Inc., its General Partner By:/s/ Peter Lamoureux --------------------------------------- Peter Lamoureux President 22 EXHIBIT INDEX Exhibit Number Number Description of Document Page 31 Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 E- 1-2 32 Certification by Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 E - 3 23