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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number __________
Maximus Fund I, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 36-4161664
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8218 N. University 61615
Peoria, IL (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code:(309)691-5706.
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: 0
0 Units of Limited Partnership Interest
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No X
---- ----
Registrant is a limited partnership and thus has no voting stock held by
non-affiliates or otherwise.
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Item 1. Business
(a) Maximus Fund I, L.L.C. (the "Company", the "Partnership", the "Registrant")
a limited liability company was organized on January 17, 1997. The Company
commenced trading as of February 3, 1998. The business of the Fund is the
speculative trading of commodity interests. The General Partner for the Fund is
Maximus Capital Management, Inc.(the "General Partner"). Maximus Capital
Management, Inc. will also initially act as the Company's Trading Advisor.
The Clearing broker for the Company is Iowa Grain Company (the "Clearing
Broker"). The Company's trades are introduced to the Clearing Broker by D&R
Commodities, Inc. (the "Introducing Broker").
In accordance with the Company's prospectus, the Company commenced trading
after receiving a minimum of $1,000,000 in initial membership interests. Trading
began after initial subsriptions of $1,009,106 were received.
The Company offers both Class "A" and "B" interests. Class "A" interests
are charged a monthly management fee equal to 1/12 of 1% (1% annually)of the Net
Asset Value. Class "B" interests are charged both a 1/12 of 1% management fee
and a quarterly incentive fee equal to 25% of the net trading profits. Brokerage
fees for both share classes are $65.00 per round turn.
The Company's prospectus dated September 4, 1997 contains a more detailed
description of the fee calculations.
The Company incurs ongoing legal, accounting, administrative, and other
miscellaneous costs.
The Company has no Employees.
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The Company does not engage in operations in any foreign countries other
than trading on foreign exchanges.
The Trading Advisors and the General Partner are required to be registered
under regulations of the CFTC and the NFA, a commodity industry self-regulatory
organization. The Clearing Broker and Introducing Broker are required to be
registered with the CFTC and the NFA and are subject to certain financial and/or
other requirements in order to maintain its registration.
Item 2. Properties.
The Fund does not own or lease any real property. The General Partner uses
its offices to perform administrative services for the Fund at no cost to the
Fund.
Item 3. Legal Proceedings.
The General Partner is not aware of any pending legal proceedings to which
the Fund or the General Partner is a party or to which any of its assets are
subject.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted during the fiscal year ended December 31, 1998 to
a vote of security holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholders Matters.
There is no established public trading market for the Units, nor will one
develop. Units may be transferred or redeemed subject to the condition imposed
by the Agreement of Limited Partnership. As of December 31, 1998 a total of 335
"A" Units and 229 "B" units were outstanding, with the General Partner holding
25 "A" units.
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The General Partner, pursuant to the Limited Partnership Agreement, has the
sole discretion in determining what distributions, if any, the Partnership will
make to its Unit Holders. The General Partner has not made any distributions as
of December 31, 1998.
Item 6. Selected Financial Data.
The following is a summary of operations and total assets of the
Partnership for the year ended December 31, 1998 and the period from March 15,
1997 (Inception) through December 31, 1997.
See Following Page For Selected Financial Data.
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MAXIMUS FUND I, L.L.C.
SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31, 1998 and 1997
1998 1997
REVENUE
Gross realized gains from trading $ 27,366 $ 0
Change in unrealized gains/(loss)
from trading $ 4,737 $ 0
Interest Income $ 20,950 $ 0
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Total Revenue $ 53,053 $ 0
EXPENSES
Brokerage commissions/fees $ 41,714 $ 0
Advisory fees $ 3,288 $ 0
Other administrative expenses $ 29,050
Organizational expenses $ 7,093 $ 0
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Total Expenses $ 81,145 $ 0
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Net Income/(Loss) $ (28,092) $ 0
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TOTAL ASSETS $ 550,999 $1,000
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TOTAL LIABILITIES $ 14,490 $ 0
PARTNERS CAPITAL
Limited Partner "A" Units $ 294,914 $ 0
General Partner "A" Units $ 23,804 $1,000
Limited Partner "B" Units $ 217,790 $ 0
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TOTAL LIABILITIES AND PARTNERS CAPITAL $ 536,508 $ 0
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NUMBER OF OUTSTANDING "A" 'UNITS 335 1
NET ASSET VALUE PER "A"UNIT (ROUNDED) $ 951 $1,000
NUMBER OF OUTSTANDING "B" 'UNITS 229
NET ASSET VALUE PER "B"UNIT (ROUNDED) $ 951
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Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity
The Partnership's assets are on deposit in separate commodity interest
accounts with the Broker and are used by the Partnership as margin to engage in
commodity futures and other commodity interest trading. The Broker holds such
assets in either non-interest bearing bank accounts or in securities approved by
the CFTC for investment of customer funds. The Partnership's assets held by the
Broker may be used as margin solely for the Partnership's trading. Since the
Partnership's sole purpose is to trade in commodity futures contracts and other
commodity interests, it is expected that the Partnership will continue to own
such liquid assets for margin purposes, once trading commences.
The Partnership's investment in commodity futures contracts, forward
contracts and other commodity interests may be illiquid. If the price for 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.
There is no limitation on daily price moves in trading forward contracts on
foreign currencies. The markets for some world currencies have low trading
volume and are illiquid, which may prevent the Partnership from trading in
potentially profitable markets or prevent the Partnership from promptly
liquidating unfavorable positions in such markets and subjecting it to
substantial losses.
Either of these market conditions could result in restrictions on
redemptions.
Capital Resources
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The purpose of the Fund is to trade commodity interests; as such, the Fund
does not have, nor does it expect to have, any capital assets and has no
material commitments for capital expenditures. The Fund's use of assets is
solely to provide necessary margin or premiums for, and to pay for any losses
incurred in connection with its trading activities.
Results of Operations
Total assets of the partnership were $536,508 as of December 31, 1999 and
$36,000 at December 31, 1997. Total redemptions for 1998 were $576,567.
As of December 31, 1998, the Net Asset Value per Unit was $951.36, a loss
of 4.86% over the prior years NAV. At December 31, 1997, the Net Asset Value per
Unit was $1,000, as no trading had yet commenced.
In 1998, the partnership had a net loss of $28,092. Trading activity
accounted for $9611 of this loss.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is attached hereto.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
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The Company has no directors or executive officers, as it is managed by the
General Partner. There are no "significant employees" of the Company.
The Company's General Partner is Maximus Capital Management, Inc. an
Illinois corporation incorporated in December 1996. The General Partner has been
registered with the CFTC as a Commodity Pool Operator and Commodity Trading
Advisor since December 13, 1996, and is also an NFA member.
The two principals of the General Partner are as follows:
Darren Frye is the President and sole shareholder of the General Partner.
Mr. Frye has run D&R Enterprises, a fertilizer dealership, from October 1987 to
present. Mr. Frye also runs his own soil-testing and consulting business,
Midwest Soil Services, since September 1991. Mr. Frye started D&R Marketing in
December 1994, in response to his customers demand for grain marketing advice.
In February 1995, Mr. Frye founded D&R Commodities, a sole proprietorship which
operated as an introducing broker. In May 1996, this sole proprietorship was
incorporated as D&R Commodities, Inc. And Mr. Frye became the sole shareholder.
D&R Commodities, Inc. Is registered with the NFA and CFTC as an Introducing
Broker and Commodity Trading Advisor.
Eric Sampson is the Director of Operations of the General Partner. Mr.
Sampson graduated from Bradley University in December 1992 with a degree in
finance, while he also worked as a bookkeeper for Dunlap State Bank from 1991
until graduation. In August 1992, Mr. Sampson entered the securities industry as
a registered broker with Walnut Street Securities. In February 1994, Mr. Sampson
became as Associated Person of bates Commodities, an introducing broker. He left
Bates in February 1995 to accept a job with D&R Commodities, where he became an
associated person in may 1995. Mr. Sampson has also served a representative of
D&R Marketing and became a principal of D&R Commodities in December 1995.
Item 11. Executive Compensation.
The Company has no officers or directors. The General Partner performs the
services for the Fund as described in the Prospectus.
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Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The Partnership has no directors or officers: the Limited Partnership
Agreement delegates all management of the Partnership's affairs to the General
Partner. The registrant does not know of any arrangement the operation of which
may at a subsequent date result in a change in control of the registrant. As of
December 31, 1998, the General Partner owned 25.02 unit in the Company. As of
December 31, 1998, the following persons were known to the registrant to be
beneficail owners of more than 5% of the Units.
Name and Address of Amount and Nature Percent of
Class Beneficial Owner of Beneficail Ownership Class
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"A" Maschoff Pork Farms $95,136 29.8%
Item 13. Certain Relationships and Related Transactions.
Except as described in the Prospectus and Items 11 and 12 above, there are no
relationships or related transaction which are required to be described herein
other than as described below.
The public offering of the Units began on September 4, 1997. The General
Partner has paid for the organizational and offering expenses of the Company,
totaling $115,000. The General Partner will be reimbursed for such expenses
through the allocation of interest earned by the Company until such expenses
have been reimbursed. As of December 31, 1998, $7,093 was reimbursed to the
General Partner for such expenses.
PART IV
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Item 14. Exhibits, Financial Statements Schedules, and Reports
on Form 8-K.
(a) (1) and (2)Financial Statements and Financial Statements
Schedules.
The Financial Statements and Report of Independent Auditors listed in the
accompanying index are file as part of this annual report.
(3) Exhibits.
*1.00 1997 Independent Auditors Report
1.01 1998 Independent Auditors Report
* Incorporated by reference from the Partnerships 1997 Form
10-K.
The registrant has no subsidiaries.
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirement 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 on the 29th day of
March 1999.
Maximus Fund I, L.L.C.
(Registrant)
/s/
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Darren Frye, President
Maximus Capital Management, Inc.
General Partner
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 on the 29th day of March 1999.
/s/
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Darren Frye, President
Maximus Capital Management, Inc.
General Partner
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