SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number ____33-96292______
Fremont Fund, Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-1949364
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5916 N. 300 West, Fremont, IN 46737
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (219) 833-1505
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Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred
Indicate by check [X] 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 [ ]
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements for the Registrant for the first quarter
ended March 31, 2000 and year to date are attached hereto and made a part
hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
During the past quarter and in the future, Registrant, did and will, pursuant
to the terms of the Partnership Agreement, engage in the business of
speculative trading of commodity futures and options markets through the
services of its commodity trading advisor, Bell Fundamental Futures, LLC.
The Units are sold at the Net Asset Value per Unit as of the end of the month
in which subscriptions are received by the General Partner. The Partnership
continues to offer Units for sale to the public.
To obtain a return of invested capital or appreciation, if any, purchasers of
Units must look solely to the redemption feature of the Partnership or to the
General Partner, in its sole judgment, to elect to make distributions. There
is no current market for the Units sold and none is expected to develop nor is
the General Partner expected to make distributions.
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements for the Registrant for the third quarter
ended September 30, 2000, nine months ended September 30, 2000, and audited
results for the calendar year 1999 are attached hereto and made a part
hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
From July 1 to until August 31, 2000, pursuant to the terms of the Limited
Partnership Agreement, Registrant engaged in the business of speculative
trading of commodity futures and options markets through the services of its
commodity trading advisor, Bell Fundamental Futures, LLC (the "CTA").
Since then, the General Partner caused the CTA to cease trading and allowed
the Partners to redeem their Units of Limited Partnership Interest without
penalty. The Registrant does not expect to engage in any future business
other than to cause its dissolution pursuant to Indiana law.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
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) None (b) No reports on Form 8-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the
period ended September 30, 2000, to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: Fremont Fund, Limited Partnership
By Pacult Asset Management, Incorporated
Its General Partner
By: /s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder,
President and Treasurer
Date: November 14, 2000
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
FOR THE THREE MONTHS AND NINE MONTHS
ENDED SEPTEMBER 30, 2000 (Unaudited)
AND THE YEAR ENDED DECEMBER 31, 1999
(With Auditor's Report Thereon)
GENERAL PARTNER:
Pacult Asset Management, Inc.
5916 N. 300 West
Fremont, Indiana 46737
To The Partners
Fremont Fund, Limited Partnership
Fremont, Indiana
Independent Auditors' Report
We have audited the accompanying balance sheet of FREMONT FUND, LIMITED
PARTNERSHIP as of December 31, 1999 and the related statements of operations,
partners' equity and cash flows for the period then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of FREMONT FUND,
LIMITED PARTNERSHIP as of December 31, 1999, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: November 6, 2000 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
BALANCE SHEET
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
ASSETS
2000 1999
(Unaudited) (audited)
Cash (Note 7) $ 25,540 $ 6,824
Accrued interest receivable 2,479
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 604,508
Net unrealized gain (loss) on open
commodity futures contracts (Note 8) (4,125)
$ 25,540 $ 609,686
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued commissions payable $ $ 1,555
Accrued management and incentive fees
payable 4,067 2,903
Accrued accounting fees payable 1,473 2,339
Accrued auditing fees payable (Note 7) 20,000 6,845
Partner redemptions payable 28,249
Total Liabilities 25,540 41,891
PARTNERS' CAPITAL
Limited partners (0 units and 851.57 units
in 2000 and 1999, respectively) 548,391
General partner (0 units and 30.13 units
in 2000 and 1999, respectively) 19,404
Total Partners' Capital 567,795
$25,540 $ 609,686
The accompanying notes are an integral part
of the financial statements.
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000
AND THE YEAR ENDED DECEMBER 31, 1999
Three Months Nine Months
Ended Ended
Sep. 30, 2000 Sep. 30, 2000 1999
(Unaudited) (Unaudited) (audited)
REVENUES
Realized gain from trading in futures $ 47,395 $ 51,121 $89,220
Realized gain from trading options 2,390
Realized gain on exchange rate
fluctuation 31
Changes in unrealized gains (loss) on
open commodity futures contracts (26,875) 4,125 (4,125)
Interest Income 2,702 16,751 23,546
Redemption penalty income 2,569 4,281
25,791 76,278 111,062
EXPENSES
Commissions 4,251 32,642 60,669
Management fees 2,269 17,009 26,645
Incentive fees 3,002 3,002 6,748
Professional accounting and legal fees 21,780 37,377 32,292
Other operation and administrative
expenses 1,789 2,136 1,644
Total Expenses 33,091 92,166 127,998
NET INCOME (LOSS) $ (7,300) $(15,888) $(16,936)
NET INCOME (LOSS) -
Limited partnership unit $ (15.45) $ (21.87) $ (20.03)
General partnership unit $ (46.80) $ (29.14) $ (40.13)
The accompanying notes are an integral part
of the financial statements.
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000
AND THE YEAR ENDED DECEMBER 31, 1999
Three Months Nine Months
Ended Ended
Sep. 30, 2000 Sep. 30, 2000 1999
(Unaudited) (Unaudited) (audited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (7,300) $ (15,888)$ (16,936)
Adjustments to reconcile net income
(loss) to net cash used in operating
activities -
Changes in operating assets and
liabilities -
Equity in Commodity Futures
Trading Accounts 66,246 600,383 (525,940)
Accrued interest receivable 642 2,479 (418)
U.S. Treasury Obligations 276,036 553,832
Prepaid commissions 887 1,658
Accrued commissions payable (1,555) 1,555
Management and incentive fees
Payable (1,373) 1,164 (3,411)
Accounting fees payable 611 (866) 1,033
Auditing fees payable 17,930 13,155 5,350
Due to partners (181,520) (28,249) 17,987
Net Cash Provided by
Operating Activities 172,159 570,623 34,710
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 9,183 218,746
Syndication and registration costs (19,425)
Partner redemptions (303,350) (561,090) (237,098)
Net Cash (Used in)
Financing Activities (303,350) (551,907) (37,777)
NET INCREASE (DECREASE) IN CASH (131,191) 18,716 (3,067)
CASH
Beginning of period 156,731 6,824 9,891
End of period $ 25,540 $ 25,540 $ 6,824
The accompanying notes are an integral part
of the financial statements.
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY
Amount Units Amount Units Amount Units
Balance
July 1, 2000 $290,714 439 $ 19,936 30 $ 310,650 469
Withdrawal of
469 units (284,824) (439) (18,526) (30) (303,350) (469)
Net (loss) (5,890) (1,410) (7,300)
Balance -
Sep. 30, 2000 $ $ $
Value per unit $
Total partnership units $
The accompanying notes are an integral part
of the financial statements.
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (Unaudited) AND THE
YEAR ENDED DECEMBER 31, 1999
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY
Amount Units Amount Units Amount Units
Balance -
December 31, 1998 $ 601,895 880 $ 20,613 30 $ 622,508 910
Addition of
331 units 199,321 331 199,321 331
Withdrawal of
359 units (237,098) (359) (237,098) (359)
Net loss (15,727) (1,209) (16,936)
Balance -
December 31, 1999 $ 548,391 852 $ 19,404 30 $ 567,795 882
Addition of 15
units (Unaudited) 9,183 15 9,183 15
Withdrawal of 897
units (Unaudited) (542,564) (867) (18,526) (30) (561,090) (897)
Net Income (loss)
(Unaudited) (15,010) (878) (15,888)
Balance -
Sep. 30, 2000
(Unaudited) $ $ $
September 30, 2000 December 31,
(Unaudited) 1999
Value per unit $ $ 643.98
Total partnership units 881.70
The accompanying notes are an integral part
of the financial statements.
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000 (Unaudited) and December 31, 1999
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Fremont Fund, Limited Partnership (the Fund) was formed January 12,
1995. The Fund was engaged in the speculative trading of futures contracts
in commodities. Pacult Asset Management, Inc. was the general partner and
commodity pool operator of Fremont Fund, Limited Partnership. The commodity
trading advisor (CTA) was Bell Fundamental Futures, LLC, which had the
authority to trade so much of the Fund's equity as was allocated to it by the
General Partner. During August of 2000, the general partner elected to close
the Fund. All partners were paid out their distributive shares. About
$25,000 was left in the Fund to cover expected costs to close out the Fund.
Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Registration Costs - Costs incurred for the initial filings with
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Association of Securities Dealers, Inc., National Futures
Association (the "NFA") and the states where the offering was made and
secondary registration costs were accumulated, deferred and charged against
the gross proceeds of offering at the respective closings. Recurring
registration costs, if any, will be charged to expense as incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.
Market value of commodity futures contracts is based upon exchange or
other applicable market best available closing quotations.
Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Statement of Cash Flows - Net cash provided by operating activities
includes no cash payments for interest or income taxes for the three and nine
months ended September 30, 2000 or the year ended December 31, 1999, since
the Fund has no debt nor pays federal income taxes. For purposes of the
Statement of Cash Flows, the Fund will consider only money market funds to be
cash equivalents.
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000 (Unaudited) and December 31, 1999
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, includes executing and
filing all necessary legal documents, statements and certificates of the
Fund, retaining independent public accountants to audit the Fund, employing
attorneys to represent the Fund, reviewing the brokerage commission rates to
determine reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of the names, addresses and numbers
of units owned by each Limited Partner and taking such other actions as
deemed necessary or desirable to manage the business of the Partnership.
3. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among other things, that
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely
at the discretion of the General Partner.
Allocation of Profit and Loss for Federal Income Tax Purposes - As of
the end of each fiscal year, the Partnership's realized capital gain or loss
and ordinary income or loss shall be allocated among the Partners, after
having given effect to the fees of the General Partner and the Commodity
Trading Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any units until after
the lapse of six months from the date of the investment. Thereafter, a
Limited Partner may withdraw, subject to certain restrictions, any part or
all of his units from the partnership at the net asset value per unit on the
last day of any month with prior written request to the General Partner. A
redemption fee payable to the partnership of a percentage of the value of the
redemption request is charged pursuant to the following schedule. This fee is
to be applied first to pay organization and initial registration costs of the
Partnership and, thereafter, to the benefit of the other Partners in
proportion to their capital accounts.
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000 (Unaudited) and December 31, 1999
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
4% if such request is received prior to the end of the sixth month
after the commencement of trading.
3% if such request is received during the seventh to twelfth months.
2% if such request is received during the thirteenth to eighteenth
months.
1% if such request is received during the nineteenth to twenty-forth
months.
0% thereafter.
4. FEES
The Fund is charged the following fees on a monthly basis since the
commencement of trading on November 14, 1996.
A management fee of 4% (annual rate) of the Fund's net assets allocated
to each CTA to trade will be paid to each CTA and 2% of the Fund's net assets
allocated to all CTA's will be paid to the Fund's Corporate General Partners.
An incentive fee of 15% of "new trading profits" will be paid to each
CTA. "New trading profits" includes all income earned by a CTA and expense
allocated to his activity. In the event that trading produces a loss, no
incentive fees will be paid and all losses will be carried over to the
following months until profits from trading exceed the loss. It is possible
for one CTA to be paid an incentive fee during a quarter or a year when the
Fund experienced a loss.
The Fund will pay fixed commissions of 12% (annual rate) of assets
assigned to be traded, payable monthly, to the introducing broker affiliated
with the General Partners. The Affiliated Introducing Broker will pay the
costs to clear the trades to the futures commission merchant and all PIT
Brokerage costs which shall include the NFA and exchange fees.
5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS
Certain trades executed by the Fund are denominated in foreign
currencies. Gains and losses on these transactions are recorded as futures
trading gains or losses at the U. S. dollar equivalent on the date the trade
is settled. Exchange rate fluctuation gain or loss is reflected when
residual amounts of foreign currencies are reconverted to U. S. dollars.
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
September 30, 2000 (Unaudited) and December 31, 1999
6. PLEDGED ASSETS
The U. S. Treasury Obligations and cash in trading accounts are pledged
as collateral for commodities trading on margin.
7. ACCRUED AUDITING FEES PAYABLE
Due to the fact that the Fund is closing down an estimate to complete
the final audit and tax preparation has been recorded.
8. CONCENTRATIONS OF CREDIT RISK
The Fund maintains its cash balances at a high credit quality financial
institution. The balances may, at times, exceed federally insured credit
limits.
9. OFF BALANCE SHEET RISK
As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities. The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values at December 31. Open commodity contracts had a gross contract
value of $0 and $136,800 on short positions at September 30, 2000 and
December 31, 1999, respectively.
Although the gross contract values of open commodity contracts
represent market risk, they do not represent exposure to credit risk, which
is limited to the current cost of replacing those contracts in a gain
position. The unrealized gain (loss) on open commodity future contracts at
September 30, 2000 and December 31, 1999 was $4,125 and $(4,125),
respectively.