As Filed with the Securities and Exhcnage Commission on July 30, 1997
Registration No. 33-96292
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST EFFECTIVE AMENDMENT NUMBER ONE TO FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FREMONT FUND, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
INDIANA
[State of organization]
6289 35-1949364
(Primary SIC Number) (I.R.S. EIN)
2990 W. 120
Fremont, Indiana 46737
Telephone: (219) 833-1306
(address and telephone number of registrant's principal executive offices)
Ms. Shira Del Pacult
2990 W. 120
Fremont, Indiana 46737
Telephone: (219) 833-1306; Facsimile (219) 833-1505
(Name, address and telephone number of agent for service of process)
Copies to:
William Sumner Scott, Esquire
The Scott Law Firm
5121 Sarazen Drive
Hollywood, Florida 33021
(954) 964-1546; Facsimile (954) 964-1548
The sale of these securities commenced August 12, 1996 and is continuing.
If any of the securities being offered on the Form are to be offered on a
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class Amount being Maximum Offering Maximum Aggregate Amount of
of Securities Being Registered:(1) Price Per Unit: (2) Offering Price: Registration Fee:
Registered:
<S> <C> <C> <C> <C>
Limited Partnership 5,000 $1,000 $5,000,000 $1,724
Interests ("Units")
</TABLE>
(1) This amount is based upon the number of Units to be initially offered.
The exact number of Units issued will vary because of the issuance of
additional Units for interest earned during the Escrow period.
(2) Initial offering price per Unit prior to the sale of the Minimum; after
sale of Minimum, trading will commence and the sales price per Unit will
fluctuate each month to reflect expenses and additions and subtractions
for trading results.
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
<TABLE>
CROSS REFERENCE SHEET
<CAPTION>
Item No. Prospectus Heading
<S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus Inside Cover Page; Table of Contents
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges Risk Disclosure Statements; Summary; Risk Factors;
Charges to the Fund
4. Use of Proceeds Use of Proceeds; Appendix II; Exhibit A
5. Determination of Offering Price Inside Cover Page; Offering Price; Plan of
Distribution
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Inside Cover Page; Plan of Distribution
9. Description of Securities to Be Registered Cover Page; Distributions and Redemptions;
Agreement of Limited Partnership - Sharing of
Profits and Losses
10. Interests of Named Experts and Counsel Legal Matters; Experts
11. Information with Respect to the Registrant Summary; Risk Factors; Application of Proceeds;
The General Partner; Charges to the Fund; Trading
Management; Financial Statements
12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities The Fund, Its Objectives, and Management
Discussion; Exhibit A, Article X, 10.4 (e)
</TABLE>
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
UNITS OF LIMITED PARTNERSHIP INTEREST
5,000 Units ($5,000,000)
Sold at Month end Net Asset Value per Unit
Fremont Fund, Limited Partnership (the "Partnership") is an Indiana limited
partnership. It is managed by Pacult Asset Management, Inc., a Delaware
corporation, its general partner (the "General Partner"). The Partnership is
organized to be a commodity pool to engage in the speculative trading of
futures, commodity options and forward contracts on currencies, interest
rates, energy and agriculture products, metals, and stock indices. The
Partnership Agreement attached as Exhibit A grants full management control to
the General Partner including the right to employ independent trading managers
("Commodity Trading Advisors") to select trades. A Prospectus and all Post
Effective Amendments to disclose all material information will be delivered to
each subscriber either at or before the time of confirmation of the investment
in the Units. This Amendment contains only information which has changed
since the effective date of the Partnership's Registration Statement, August
12, 1996. Investors are required to read both the Prospectus and all Post
Effective Amendments before making a purchase of the Units.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" ON PAGE 9 OF THE PROSPECTUS DATED AUGUST 12, 1996.
* Futures and forward trading is speculative, volatile and involves a high
degree of risk. The investors could lose all, or substantially all, of their
investment.
* The Partnership has substantial fixed management fees and commission costs
which must be paid without regard to the profits earned by the Partnership.
The General Partner estimates the Partnership must generate a 26% return on
investment during its first twelve months of trading to offset expenses and
approximately 30% to offset both expenses and redemption charges due on Units
redeemed as of the twelfth month after they are issued. See "Charges to the
Partnership".
* The transferability of the Units is restricted and there are limitations on
investors' rights to surrender the Units to the Partnership for their Net
Asset Value (the "Redemption Rights"). See "No Right To Transfer Units And
Limited Ability To Realize Return On Investment", and "Redemptions".
* The General Partner and its principal and affiliates have conflicts of
interest in regard to the management of the Partnership for the benefit of
the investors. See "Conflicts of Interest".
* Investors will be taxed upon the profits, if any, earned upon their
investment in the Partnership without the right to receive a distribution of
any such profits. See "Certain Federal Income Tax Aspects".
* The General Partner and its principal have no experience in the management
of commodity pools. See "Risk Factors" and "The General Partner".
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION OR AGENCY, NOR HAVE
ANY OF THEM CONFIRMED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Initial Price to Sales Proceeds to
Public(1) Commissions(2) Partnership(3)
<S> <C> <C> <C>
Per Limited
Partnership Unit $1,000 $60 $940
Total Minimum(4) $600,000 $36,000 $564,000
Total Maximum $5,000,000 $300,000 $4,700,000
</TABLE>
See Notes on pages i
FREMONT FUND, LIMITED PARTNERSHIP
2990 W. 120
Fremont, Indiana 46737
Telephone: (219) 833-130
Date of this Prospectus is July 30, 1997
<PAGE>
NOTES:
(1) Units are offered for sale, from time to time, in the discretion of the
General Partner, at a price per Unit equal to the value of the Units adjusted
to reflect the results from trading after payment of expenses and fees, (the
"Net Asset Value Per Unit"), as of the effective date of the purchase, which
shall be the close of business on the last day of the month of acceptance of
the Subscription Agreement.
The Units are being offered through Futures Investment Company, 2990 W. 120,
Fremont, Indiana 46737 (219) 833-1306, (the "Selling Agent" or "FIC"), a
National Association of Securities Dealers, Inc. registered broker-dealer, on
a "best efforts" basis.
(2) See "Plan of Distribution - The Selling Agreement" for information
relating to indemnification arrangements with respect to the Selling Agent and
any Additional Sellers. Selling commissions of six percent (6%) of the
subscription price will be paid to the Selling Agent from the proceeds of
subscriptions without regard to the amount invested. The Selling Agent will
retain or distribute the sales commissions to the registered representatives
of all of the dealers, including the principal and Affiliates of the General
Partner who sold the Units.
(3) Before deduction of offering expenses, estimated to be a total of $70,000,
payable monthly over the first twenty-four months of operation by the
Partnership at the rate of 2% of Capital and 15% of New Net Profits per year,
until paid in full.
(4) The Partnership sold the Minimum of six hundred (600) Units and commenced
trading in November, 1996. The Partnership continues to offer up to a maximum
of 5,000 Units ($5,000,000) until they are either all sold or the General
Partner elects to terminate this offering. There has been no promise by the
Selling Agent, or any other person, to purchase any Units or any other form of
firm underwriting commitment to assure the sale of the Units. The General
Partner or the Selling Agent may engage additional registered broker dealers
(the "Additional Sellers") to sell Units.
i
<PAGE>
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS
YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION,
RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR
PARTICIPATION IN THE POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE
POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO
AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THE DISCLOSURE DOCUMENT DATED
AUGUST 12, 1996 CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED
THIS POOL AT PAGE 24 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO
BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE
20.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT AND THE DISCLOSURE DOCUMENT DATED AUGUST 12,
1996, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS
INVESTMENT, AT PAGE 9 OF THE DISCLOSURE DOCUMENT DATED AUGUST 12, 1996.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN
FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE
UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET,
MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION
TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY
AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY
AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS
FOR THE POOL MAY BE EFFECTED.
[The balance of this page has been intentionally left blank]
ii
<PAGE>
TABLE OF CONTENTS
COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT ii
PARTNERSHIP AND GENERAL PARTNER IDENTIFICATION 1
NOTICE TO RESIDENTS OF ALL STATES 1
VARIOUS SPECIFIC STATE NOTICES 3
NOTICE TO CALIFORNIA INVESTORS 3
NOTICE TO IDAHO INVESTORS 3
NOTICE TO MICHIGAN INVESTORS 3
NOTICE TO OREGON INVESTORS 3
NOTICE TO FOREIGN INVESTORS 3
SUMMARY OF THE OFFERING 4
CONFLICTS OF INTEREST 4
PLAN OF DISTRIBUTION 4
CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE 4
NO PRIOR OPERATION EXPERIENCE OF THE GENERAL PARTNER 4
NO ASSURANCE THAT UNITS WILL BE SOLD 4
CONFLICTS OF INTEREST 4
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 5
MANAGEMENT'S DISCUSSION 5
PERFORMANCE OF COMMODITY TRADING ADVISOR 5
LIMITED PRIOR PERFORMANCE AND REGULATORY NOTICE 5
PLAN OF DISTRIBUTION 6
LEGAL MATTERS 6
LITIGATION AND CLAIMS 6
LEGAL OPINION 6
EXPERTS 7
ADDITIONAL INFORMATION 7
FINANCIAL STATEMENTS
A. FREMONT FUND, LIMITED PARTNERSHIP
Balance Sheet as of December 31, 1996 and Notes to Statement of
Financial Condition
B. PACULT ASSET MANAGEMENT, INC.
Balance Sheet and Income Statement as of December 31, 1996 and
Notes to Statement of Financial Condition
APPENDIX I - COMMODITY TERMS AND DEFINITIONS; STATE REGULATORY GLOSSARY
APPENDIX II-a - PERFORMANCE RECORD OF THE FUND
APPENDIX II-b - THE COMMODITY TRADING ADVISOR
EXHIBIT D - SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
iii
<Page
PARTNERSHIP AND GENERAL PARTNER IDENTIFICATION
Fremont Fund, Limited Partnership (the "Partnership") is an Indiana limited
partnership. Its main business office is 2990 W. 120, Fremont, Indiana (219)
833-1306. It is managed by Pacult Asset Management, Inc., a Delaware
corporation, its general partner (the "General Partner"), with its main
business office c/o Corporate Systems, Inc. 101 North Fairfield Drive, Dover,
DE 19901 (302) 697-2139. The Partnership is organized to be a commodity pool
to engage in the speculative trading of futures, commodity options and forward
contracts on currencies, interest rates, energy and agriculture products,
metals, and stock indices. The Partnership Agreement attached as Exhibit A to
the Prospectus dated August 12, 1996, grants full management control to the
General Partner including the right to employ independent trading managers
("Commodity Trading Advisors") to select trades. The objective of the
Partnership is substantial capital appreciation with controlled volatility.
There can be no assurance that the Partnership will achieve its objectives or
avoid substantial losses.
NOTICE TO RESIDENTS OF ALL STATES
UNTIL 90 DAYS AFTER THE TERMINATION OF THIS OFFERING, ALL DEALERS EFFECTING
TRANSACTIONS IN THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION,
ARE REQUIRED TO DELIVER A PROSPECTUS AND ALL POST EFFECTIVE AMENDMENTS TO ALL
PROSPECTIVE PURCHASERS OF THE UNITS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS OR BEST EFFORTS
SELLERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. THE
SELLING AND ADDITIONAL SELLERS MUST ALSO DELIVER ANY SUPPLEMENTED OR AMENDED
PROSPECTUS ISSUED BY THE PARTNERSHIP.
NO DEALER, SALESMAN, OFFICER, EMPLOYEE OR AGENT OF THE PARTNERSHIP OR THE
GENERAL PARTNER AND OR ANY OTHER PERSON HAS BEEN AUTHORIZED, IN CONNECTION
WITH THIS OFFERING, TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE PARTNERSHIP, THE GENERAL PARTNER, THE SELLING AGENTS, OR ANY
OTHER PERSON CONNECTED WITH THIS OFFERING. THIS PROSPECTUS SPEAKS AS OF THE
DATE OF ITS ISSUANCE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE PARTNERSHIP
SINCE THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY UNITS BY ANYONE IN ANY
STATE IN WHICH SUCH OFFER, SOLICITATION, OR PURCHASE IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO,
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
THE REGULATIONS OF THE COMMODITY FUTURES TRADING COMMISSION REQUIRE THAT NO
COMMODITY POOL OPERATOR MAY SOLICIT, ACCEPT OR RECEIVE FUNDS, SECURITIES OR
OTHER PROPERTY FROM A PROSPECTIVE PARTICIPANT IN A COMMODITY POOL WITHOUT
FIRST DELIVERING A DISCLOSURE DOCUMENT (THIS "PROSPECTUS") TO SUCH PROSPECTIVE
PARTICIPANT. THE GENERAL PARTNER MUST FURNISH ALL PARTNERS ANNUAL AND MONTHLY
REPORTS COMPLYING WITH COMMODITY FUTURES TRADING COMMISSION ("CFTC") AND
NATIONAL FUTURES ASSOCIATION ("NFA") REQUIREMENTS. THE ANNUAL REPORTS WILL
CONTAIN CERTIFIED AND AUDITED, AND THE MONTHLY REPORTS UNAUDITED, FINANCIAL
INFORMATION IN REGARD TO THE OPERATION OF THE PARTNERSHIP AND ITS GENERAL
PARTNER
THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") REQUIRES THAT THE FOLLOWING STATEMENT BE SET FORTH
HEREIN: FREMONT FUND, LIMITED PARTNERSHIP, IS NOT A MUTUAL FUND AND IS NOT
SUBJECT TO REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940. CONSEQUENTLY,
INVESTORS WILL NOT HAVE THE BENEFIT OF THE PROTECTIVE PROVISIONS OF SUCH
LEGISLATION.
1
<PAGE>
INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF
THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD BE
AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME. ACCORDINGLY, THE UNITS MAY BE SOLD,
ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE WITH THE
TERMS OF THE LIMITED PARTNERSHIP AGREEMENT, INCLUDING THE CONSENT OF THE
GENERAL PARTNER, AND ONLY IF SUCH UNITS ARE SUBSEQUENTLY REGISTERED OR, IN THE
OPINION OF COUNSEL FOR THE COMPANY, SUCH TRANSFER WILL NOT VIOLATE ANY
APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THE SUBSCRIPTION AGREEMENT AND
THE CERTIFICATE FOR UNITS, IF ANY, WILL HAVE A LEGEND TO DISCLOSE THAT THE
UNITS ARE RESTRICTED FROM SALE OR OTHER TRANSFER WITHOUT PRIOR REGISTRATION OR
OTHER LEGAL JUSTIFICATION. NO PUBLIC MARKET EXISTS OR IS EXPECTED TO DEVELOP
FOR THE UNITS AND, CONSEQUENTLY, PROSPECTIVE INVESTORS WHO DESIRE LIQUIDITY
SHOULD NOT PURCHASE THE UNITS. EACH INVESTOR (PURCHASER OF UNITS) MUST MEET
THE FOLLOWING SUITABILITY STANDARDS: (i) AN INVESTOR MUST HAVE (A) HAD AN
ANNUAL GROSS INCOME IN EXCESS OF $45,000 IN THE LAST CALENDAR YEAR AND
REASONABLY EXPECTS TO HAVE GROSS INCOME IN EXCESS OF $45,000 FOR THE CURRENT
YEAR TOGETHER WITH A NET WORTH, EXCLUSIVE OF PRINCIPAL RESIDENCE, HOME
FURNISHINGS, AND AUTOMOBILE OF $45,000; OR (B) THE INVESTOR HAS A NET WORTH
(EXCLUSIVE OF PRINCIPAL RESIDENCE, HOME FURNISHINGS AND AUTOMOBILE) IN EXCESS
OF $150,000; AND (ii) THE INVESTOR IS REPRESENTED BY A PURCHASER REPRESENTATIVE
OR OTHERWISE DEMONSTRATES TO THE GENERAL PARTNER SUFFICIENT KNOWLEDGE TO ACCEPT
THE RISKS OF THIS INVESTMENT. A GENERAL PARTNERSHIP OR OTHER ENTITY MAKING
INVESTMENT MUST MEET THE FINANCIAL SUITABILITY REQUIREMENTS PRESCRIBED FOR
NATURAL PERSONS. A QUALIFIED PENSION, PROFIT-SHARING OR KEOGH EMPLOYEE PLAN,
THE FIDUCIARY FOR SUCH PLAN, OR THE DONOR OF ANY SUCH PLAN WHO DIRECTLY OR
INDIRECTLY SUPPLIES THE FUNDS TO PURCHASE AN INTEREST (THE "UNITS") IN THE
PARTNERSHIP MUST MEET THE MINIMUM FINANCIAL SUITABILITY STANDARDS. "ACCREDITED
INVESTORS", AS THAT TERM IS DEFINED UNDER REGULATION D OF THE ACT, WHO MEET THE
NET INCOME TEST IN (i) ABOVE, ARE DEEMED TO HAVE SUCH KNOWLEDGE AND EXPERIENCE
IN FINANCIAL BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF THE PROPOSED INVESTMENT AND, AT THE TIME OF INVESTING, CAN AFFORD A
COMPLETE LOSS.
THE ACT AND THE SECURITIES LAWS OF CERTAIN STATES GRANT PURCHASERS OF
SECURITIES SOLD, EITHER IN VIOLATION OF THE REGISTRATION OR QUALIFICATION
PROVISIONS OF SUCH LAWS OR WITHIN CERTAIN TIME LIMITATIONS, THE RIGHT TO
RESCIND THEIR PURCHASE OF SUCH SECURITIES AND TO RECEIVE BACK THEIR
CONSIDERATION PAID, PLUS INTEREST. THE GENERAL PARTNER EITHER INTENDS TO
REGISTER THE UNITS FOR SALE OR BELIEVES THAT THE OFFERING DESCRIBED IN THIS
PROSPECTUS IS NOT REQUIRED TO BE REGISTERED OR QUALIFIED. MANY OF THESE LAWS
WHICH GRANT THE RIGHT OF RESCISSION ALSO PROVIDE THAT SUITS FOR SUCH VIOLATIONS
MUST BE BROUGHT WITHIN A SPECIFIED TIME, USUALLY ONE YEAR FROM DISCOVERY OF
FACTS CONSTITUTING SUCH VIOLATION. SHOULD ANY INVESTOR INSTITUTE AN ACTION ON
THE THEORY THAT THE OFFERING CONDUCTED AS DESCRIBED HEREIN WAS REQUIRED TO BE
REGISTERED OR QUALIFIED, THE PARTNERSHIP WILL CONTEND THAT THE CONTENTS OF THIS
PROSPECTUS PROVIDED NOTICE OF SUFFICIENT FACTS TO COMMENCE THE TIME FROM WHICH
AN ACTION FOR RESCISSION SHOULD HAVE BEEN BROUGHT. ALSO, SHOULD ANY INVESTOR
CONTEND THE OFFER WAS NOT QUALIFIED FOR PRESENTATION OR THE INVESTOR NOT
SUITABLE TO MAKE SUCH INVESTMENT, THE GENERAL PARTNER WILL PLEAD RELIANCE UPON
THE INFORMATION SUPPLIED BY THE INVESTOR IN THE SUBSCRIPTION DOCUMENTS.
INVESTORS ARE TO COMPLETE ALL DOCUMENTS BEFORE SIGNING. NEITHER THE
INFORMATION CONTAINED HEREIN, NOR ANY PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
COMMUNICATION SHOULD BE CONSTRUED BY THE PROSPECTIVE INVESTOR AS LEGAL OR TAX
ADVICE FOR THAT INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS OWN
LEGAL AND TAX ADVISORS TO ASCERTAIN THE MERITS AND RISKS DESCRIBED HEREIN PRIOR
TO SUBSCRIBING TO PURCHASE UNITS IN THE PARTNERSHIP PURSUANT TO THIS OFFERING.
2
<PAGE>
VARIOUS SPECIFIC STATE NOTICES
NOTICE TO CALIFORNIA INVESTORS
CALIFORNIA RESIDENTS ARE REQUIRED TO HAVE A LIQUID NET WORTH OF $100,000 AND
ANNUAL INCOME OF $50,000 TO BE ABLE TO PURCHASE PARTNERSHIP INTERESTS IN THIS
COMMODITY POOL. THE TRANSFER OF THE LIMITED PARTNERSHIP INTERESTS OFFERED AND
SOLD PURSUANT TO THIS OFFERING CAN NOT BE RESOLD OR TRANSFERRED WITHOUT
PERMISSION OF THE GENERAL PARTNER AND FULFILLMENT OF OTHER TERMS AND
CONDITIONS CONTAINED IN THE PARTNERSHIP AGREEMENT. ACCORDINGLY, (a) THE
LIMITED PARTNERSHIP, AS ISSUER OF A SECURITY UPON WHICH A RESTRICTION ON
TRANSFER HAS BEEN IMPOSED MUST CAUSE A COPY OF RULE 260.141.11 TO BE DELIVERED
TO EACH ISSUEE OR TRANSFEREE OF SUCH SECURITY AT THE TIME THE CERTIFICATE
EVIDENCING THE SECURITY IS DELIVERED TO THE ISSUEE OR TRANSFEREE; AND, (b) IT
IS UNLAWFUL FOR THE HOLDER OF ANY SUCH SECURITY TO CONSUMMATE A SALE OR
TRANSFER OF SUCH SECURITY, OR ANY INTEREST THEREIN, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMMISSIONER (UNTIL THIS CONDITION IS REMOVED PURSUANT TO
SECTION 260.141.12 OF THESE RULES), EXCEPT AS PROVIDED IN THE CODE.
THE CERTIFICATES, WHETHER UPON INITIAL ISSUANCE OR UPON ANY TRANSFER, SHALL
BEAR ON THEIR FACE, IN CAPITAL LETTERS OF 10-POINT SIZE, AS FOLLOWS: "IT IS
UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST
THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT
AS PERMITTED IN THE COMMISSIONER'S RULES".
NOTICE TO IDAHO INVESTORS
INVESTORS WHO ARE RESIDENTS OF IDAHO ARE REQUIRED TO HAVE A NET WORTH OF
$100,000 OR NET WORTH OF $50,000 AND ANNUAL INCOME OF $50,000 TO BE ELIGIBLE TO
INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN THIS COMMODITY POOL.
NOTICE TO MICHIGAN INVESTORS
INVESTORS WHO ARE RESIDENTS OF MICHIGAN ARE REQUIRED TO HAVE A NET WORTH OF
$225,000 OR NET WORTH OF $60,000 AND TAXABLE ANNUAL INCOME OF $60,000 TO BE
ELIGIBLE TO INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN A COMMODITY
POOL. NET WORTH IN ALL CASES MUST BE CALCULATED EXCLUSIVE OF HOME, HOME
FURNISHINGS AND AUTOMOBILES. IN ADDITION, NO MORE THAN TEN PERCENT (10%) OF
THE INVESTOR'S NET WORTH MAY BE INVESTED IN THIS LIMITED PARTNERSHIP.
NOTICE TO OREGON INVESTORS
INVESTORS WHO ARE RESIDENTS OF OREGON ARE REQUIRED TO HAVE A NET WORTH OF
$225,000 OR NET WORTH OF $60,000 AND ANNUAL INCOME OF $60,000 TO BE ELIGIBLE TO
INVEST IN THIS OFFERING OF PARTNERSHIP INTERESTS IN THIS COMMODITY POOL.
NOTICE TO FOREIGN INVESTORS
THE SECURITIES HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION AND SEVERAL SELECTED STATES. HOWEVER, THE SECURITIES MAY
NOT BE OFFERED, SOLD, RENOUNCED OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OF AMERICA, ITS TERRITORIES, POSSESSIONS, AND ALL AREAS SUBJECT
TO ITS JURISDICTION ("UNITED STATES" OR IN CANADA (COLLECTIVELY, "NORTH
AMERICA"), OR TO OR FOR THE BENEFIT OF ANY PERSON WHO IS A NATIONAL CITIZEN OR
A RESIDENT OR NORMALLY A RESIDENT THEREOF, THE ESTATES OF SUCH A PERSON OR ANY
CORPORATION OR OTHER ENTITY CREATED OR ORGANIZED UNDER ANY LAW OF THE UNITED
STATES OR CANADA OR ANY POLITICAL SUBDIVISION THEREOF (COLLECTIVELY REFERRED TO
AS "NORTH AMERICAN PERSONS") UNLESS (i) THE SECURITIES ARE DULY REGISTERED
UNDER THE APPLICABLE STATE ACT, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER
THE APPLICABLE STATE ACT AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO
SUCH EFFECT REASONABLY SATISFACTORY TO IT, OR (iii) SUCH SECURITIES ARE SOLD ON
FOREIGN EXCHANGE IN ACCORDANCE WITH PROCEDURES APPROVED BY SUCH FOREIGN STOCK
EXCHANGE.
3
<PAGE>
SUMMARY OF THE OFFERING
The following summary is qualified, in its entirety, by the more detailed
information appearing elsewhere in the Prospectus, this Amendment, in the
Exhibits, and other documents identified herein. Reference to subsections in
the Prospectus as amended by this Post Effective Amendment Number One to the
Prospectus are in quotation marks. Terms with the initial letter capitalized
are defined in the Glossary in Appendix I of the Prospectus and this
Amendment.
CONFLICTS OF INTEREST
Significant potential and actual conflicts of interest may arise as a result
of the fact the Selling Agent is controlled by the principal of the General
Partner and, therefore, no independent due diligence of the offering is made
by the Selling Agent for the benefit of the prospective purchasers. See
"Conflicts of Interest" and "Risk Factors".
CONFLICTS OF INTEREST IN THE PARTNERSHIP STRUCTURE
Certain actual and potential conflicts of interest do exist in the structure
and operation of the Partnership which must be considered by investors before
they purchase Units in the Partnership. See "Risk Factors", "Conflicts of
Interest", and "The Limited Partnership Agreement" attached as Exhibit A to
the Prospectus. In addition, the Selling Agent is Affiliated with the
principal of the General Partner and, therefore, no independent due diligence
of the offering will be conducted for the protection of the investors. The
General Partner has taken steps to insure that the Partnership equity is held
in segregated accounts at the banks and futures commission merchant selected
and has otherwise assured the Selling Agent that all money on deposit is in
the name of and for the beneficial use of the Partnership.
NO PRIOR OPERATION EXPERIENCE OF THE GENERAL PARTNER
The General Partner of this Partnership, Pacult Asset Management, Inc., a
Delaware corporation, c/o Corporate Systems, Inc. 101 N. Fairfield Drive,
Dover, DE 19901 was incorporated on October 13, 1994, which has not previously
operated a commodity pool or engaged in any other business. However, the
General Partner has operated this commodity pool since November, 1996.
NO ASSURANCE THAT UNITS WILL BE SOLD
Futures Investment Company and other broker dealers selected, if any, have no
obligation to purchase Units or otherwise support the price of the Units. The
sales commitment obligates the broker dealers to use their best efforts only.
See "Subscription Procedure and Plan of Distribution".
PLAN OF DISTRIBUTION
The Units are being offered and sold through Futures Investment Company,
("FIC") and other broker dealers it, or the General Partner may select, on a
best efforts basis. The selling commission will be six percent (6%) of the
gross subscription for all Units sold. See "Subscription Procedure" and "Plan
of Distribution". FIC is registered as a broker dealer with the SEC and is a
member of the National Association of Securities Dealers, Inc. (the "NASD").
CONFLICTS OF INTEREST
Significant actual and potential conflicts of interest exist in the structure
and operation of the Partnership. The General Partner has used its best
efforts to identify and describe all potential conflicts of interest which may
be present under this heading in this Amendment and in the Prospectus and the
Exhibits attached thereto. Prospective investors should consider that the
General Partner intends to assert that Partners have, by subscribing to the
Partnership, consented to the existence of such potential conflicts of
interest as are described in the Prospectus, this Amendment, and the Exhibits,
in the event of any claim or other proceeding against the General Partner, any
principal of the General Partner, the Commodity Trading Advisor, any Principal
of the Trading Advisor, the Partnership's FCM, or any principal of the FCM,
the Partnership's IB and Selling Agent or any principal or any Affiliate of
any of them alleging that such conflicts violated any duty owed by any of them
to said subscriber. Specifically, the Selling Agent is Affiliated with the
principal of the General Partner and, therefore, no independent due diligence
of the Partnership or the General Partner will be made by a National
Association of Securities Dealers, Inc. member.
4
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
MANAGEMENT'S DISCUSSION
The Partnership has commenced operations in November, 1996. The Net Asset
Value of a Unit purchased for $1,000 prior to commencement of operations was
$835.73 as of May 31, 1997. Management cannot predict whether the
Partnership's Net Asset Value per Unit will increase or decrease.
PERFORMANCE OF COMMODITY TRADING ADVISOR
The Fremont Fund Limited Partnership is traded by a single CTA (Michael J.
Frischmeyer). The Fund pays various expenses in relation its operation
including a management fee to the CTA and the General Partner of 4% and 2%
annually respectively charged 1/12th monthly, and quarterly incentive fees of
15% of all new profits. In addition, the fund pays 1% per month for trading
commissions as opposed to a round turn commission charge.
In addition to the following performance capsule, a detailed performance table
of the Fund is available in Appendix II-a.
Managed Account Program, Iowa Commodities Fee Schedule-Fremont Fund, LP
Accounts Only
The following capsule shows the past performance of Mr. Frischmeyer's Managed
Account Program, Iowa Commodities Fee Schedule-Fremont Fund, LP Accounts Only
for the most recent five calendar years and year-to-date (through May 31,
1997). PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
<TABLE>
Managed Account Program,
Iowa Commodities Fee Schedule-Fremont Fund, LP Accounts Only
Percentage Rate of Return
(Computed on a compounded monthly basis)*
<CAPTION>
Month 1997 1996
<S> <C> <C>
January (1.79) N/A
February 0.71 N/A
March (0.91) N/A
April (2.13) N/A
May (0.66) N/A
June N/A
July N/A
August N/A
September N/A
October N/A
November (8.83)
December 2.34
Year (4.68) (6.69)
<FN>
Name of Pool: Managed Account Program, Regular Fee Schedule-Fremont Fund, LP
Accounts Only
Date Commodity Trading Advisor Began Trading Client Accounts: March 1, 1976
Date When Client Funds Began Traded Pursuant To The Restricted Program:
November 1, 1996
Total Assets Under Management of Mr. Frischmeyer: $32,360,007
Total Assets Traded Pursuant To The Fremont Fund Program (as of May 31, 1996):
$1,054,325
Beginning Net Asset Value per Unit: $940
Total Units Outstanding (as of May 31, 1997): 1,266.46
NAV Per Unit (as of May 31, 1997): $833
Largest Monthly Draw-Down** For The Regular Program Since Inception and Year-
to-Date
(through May 31, 1997): 12-96/8.83% of client funds
Worst Peak-to-Valley Draw-Down*** For The Regular Program Since Inception and
Year-to-Date
(through May 31, 1997): 11-96 to 6-96/11.50% of net asset value
5
<PAGE>
* Rate of return is computed by dividing the net performance by the sum
of the beginning net asset value and net additions, capital withdrawals
and redemptions.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by a pool or account over the specified period
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative
percentage decline in month-end net asset value due to losses sustained
by a pool, account or trading program during any period in which the
initial month-end net asset value is not equaled or exceeded by a
subsequent month-end net asset value.
</TABLE>
LIMITED PRIOR PERFORMANCE AND REGULATORY NOTICE
THIS POOL BEGAN TRADING IN NOVEMBER, 1996, AND HAS LIMITED PERFORMANCE
HISTORY.
THE REGULATIONS OF THE CFTC AND NFA PROHIBIT ANY REPRESENTATION BY A PERSON
REGISTERED WITH THE CFTC OR BY ANY MEMBER OF THE NFA, RESPECTIVELY, THAT SUCH
REGISTRATION OR MEMBERSHIP IN ANY RESPECT INDICATES THAT THE CFTC OR THE NFA,
AS THE CASE MAY BE, HAS APPROVED OR ENDORSED SUCH PERSON OR SUCH PERSON'S
TRADING PROGRAMS OR OBJECTIVES. THE REGISTRATIONS AND MEMBERSHIPS DESCRIBED
IN THIS PROSPECTUS MUST NOT BE CONSIDERED AS CONSTITUTING ANY SUCH APPROVAL OR
ENDORSEMENT. LIKEWISE, NO COMMODITY EXCHANGE HAS GIVEN OR WILL GIVE ANY SUCH
APPROVAL OR ENDORSEMENT.
PLAN OF DISTRIBUTION
The Units are being offered and sold through Futures Investment Company
("Selling Agent" or "FIC"), 2990 W. 120, Fremont, Indiana 46737, an NASD
registered broker dealer and other broker dealers selected by the General
Partner, on a best efforts basis. Ms. Pacult, the sole shareholder, director,
and officer of the General Partner and her husband, Mr. Michael Pacult, are
the sole owners and are also registered representatives of FIC and they will
earn sales and trailing commissions as a result of the Units they sell and
service. A best efforts basis means there is no requirement that the General
Partner or any broker dealer (sometimes referred to as the underwriter) to
purchase any unsold Units, and no person or entity, including the General
Partner and the broker dealer have any obligation, currently or are expected
at any time in the future, to purchase any unsold Units. In addition, the
General Partner may, in its sole discretion, terminate this offering of Units
at anytime. There will be a selling commission of six percent (6%) paid to
the broker dealers selected, from time to time, to sell Units. FIC, the
broker dealer, is an Illinois corporation which was incorporated on December
6, 1983. Its registration as a fully disclosed broker dealer with the NASD
became effective on July 28, 1997. The principal business functions of the
broker dealer are currently the offering and trading of securities and
commodities as a CFTC registered introducing broker. It is contemplated that
the broker dealer will participate in the offering of other commodity pools
sponsored by the General Partner or other persons or entities in competition
with the Partnership.
LEGAL MATTERS
LITIGATION AND CLAIMS
There have been no material administrative, civil or criminal actions against
the General Partner (who is the Commodity Pool Operator), the principal of the
General Partner, Ms. Pacult, the Commodity Trading Advisor, the Futures
Commission Merchant, the Introducing Broker and Selling Agent, or any
principal or any Affiliate of any of them, pending, on appeal, or concluded,
threatened or otherwise known to them, within the five (5) years preceding the
date of the Prospectus.
LEGAL OPINION
The Scott Law Firm, P.A., 5121 Sarazen Drive, Hollywood, FL 33021, serves as
general counsel to the Partnership and the General Partner in regard to the
offering of Units and the preparation of the Prospectus, this Amendment, the
legality of the Units offered, and the classification of the Partnership as a
partnership for tax purposes. In addition, the Firm will advise the
Partnership and its General Partner, from time to time, in regard to the
maintenance of the tax status of the Partnership and the legality of subsequent
offers, if any, of sale of Units to and transfers by investors. The General
Partner has granted the right to the Law Firm to employ other law firms to
assist in specific matters which may now, or in the future, relate to the sale
of Units or the operation of the Partnership.
6
<PAGE>
The Scott Law Firm will not provide legal advice to any potential investors or
any Partners, other than the General Partner, in regard to this offering. All
parties other than the General Partner should seek investment, legal, and tax
advice from counsel of their choice.
EXPERTS
The financial Statements of the Partnership and the General Partner as of
December 31, 1996 included in this Amendment have been audited by Frank L.
Sassetti, & Co., 6611 West North Avenue, Oak Park, IL 60302, as indicated in
their reports included with each such statement. Such financial statements
have been included herein and in any filings to the SEC, CFTC, NFA, and
selected state administrators, relying upon the authority of Frank L.
Sassetti, & Co., as experts in accounting and auditing, in giving said
respective reports. Frank L. Sassetti, & Co. will be responsible for the
audit of the Partnership for the year ending December 31, 1997. The
accountant who established and maintains the original books and records for
the Partnership and handles the journal entries, prepares the monthly and
annual statements of account and financial statements, and prepares the
Partnership K-1s, is Mr. James Hepner, certified public accountant, 1824 N.
Normandy, Chicago, IL 60635. The General Partner will prepare and file the
Federal and applicable state tax returns for the Partnership. The General
Partner is required by CFTC rules and regulations to send monthly, unaudited,
and annual statements of account and financial statements, audited by an
independent certified public accountant, for the Partnership to each Partner.
The unaudited monthly statements will be sent as soon as practicable after the
end of each month and the audited annual financial statements will be sent
within 90 days after the end of each calendar year.
ADDITIONAL INFORMATION
The Partnership, by its General Partner, has filed a Registration Statement on
Form S-1 and Post Effective Amendment Number 1 to its Registration Statement
with the Securities and Exchange Commission with respect to the issuance and
sale of the limited partnership interests (the "Units") under the Securities
Act of 1933. The Prospectus and this Amendment do not contain all of the
information set forth in the Form S-1 filing, as amended, and reference is
made to said Form S-1, Amendment Number 1, and the Exhibits thereto (for
example, the Selling Agreement and the Customer Agreement). The description
contained in the Prospectus and this Amendment to the exhibits to the
Registration Statement are summaries. For further information regarding the
Partnership and the Units offered, the Prospectus, this Amendment, including
the Exhibits and other documents filed and periodic reports, may be inspected,
without charge, and copied at the public reference facilities of the
Securities and Exchange Commission at 450 Fifth Street, NW, Washington, D.C.
20549 and at its Northeast Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048; and Midwest Regional Office, Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and copies of all or
any part of this filing can be obtained by mail from the Securities and
Exchange Commission, at such offices, upon payment of the prescribed rates.
This document and other electronic filings made through the Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system are publicly available
through the Commission's Web site (http://www.sec.gov).
In addition, the books and records for the Partnership are maintained for six
years at 2990 W 120, Fremont, Indiana 46737 with a duplicate set maintained at
the offices of Mr. James Hepner, Certified Public Accountant, at 1824 N.
Normandy, Chicago, IL 60635, (312) 804-0074. Prospective investors are
invited to review any materials available to the General Partner relating to
the Partnership; the operations of the Partnership; this offering; the
commodity experience and trading history of the CTA; the General Partner and
the commodity brokers and their respective officers, directors and affiliates;
the advisory agreements between the Partnership and the CTA; the Customer
Agreements between the Partnership and the Commodity Brokers for the
Partnership; the Disclosure Documents of the CTA; the forms filed with the NFA
for any registered entity or person related to the Partnership; and any other
matters relating to this offering, the operation of the Partnership, or the
laws applicable to the offering or the Partnership. The officer and staff of
the General Partner will answer all reasonable inquiries from prospective
investors relating thereto. All such materials will be made available at any
mutually convenient location at any reasonable hour after reasonable prior
notice. The General Partner will afford prospective investors the opportunity
to obtain any additional information necessary to verify the accuracy of any
representations or information set forth in the Prospectus, this Amendment or
any exhibits attached thereto to the extent that the Partnership or the
General Partner possess such information or can acquire it without
unreasonable effort or expense. Such review is limited only by the
proprietary and confidential nature of the trading systems to be utilized by
the CTA and by the confidentiality of certain personal information relating to
investors.
7
<Page
<F1>**************************************************************************
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
FOR THE YEAR ENDED DECEMBER 31, 1996
(With Auditors' Report Thereon)
GENERAL PARTNER:
Pacult Asset Management, Inc.
2990 West 120
Fremont, Indiana 46737
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
FOR THE YEAR ENDED DECEMBER 31, 1996
TABLE OF CONTENTS
Independent Auditors' Report 1
Financial Statments -
Balance Sheet 2
Statement of Operations 3
Statement of Partners' Capital 4
Notes to Financial Statments 6 - 10
<PAGE>
Frank L. Sassetti & Co.
Certified Public Accountants
To The Partners
Fremont Fund, Limited Partnership
Fremont, Indiana
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheets of FREMONT FUND, LIMITED
PARTNERSHIP as of December 31, 1996, and the related statements of
operations, partners' equity and cash flows for the year 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 audits.
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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of FREMONT FUND, LIMITED
PARTNERSHIP as of December 31, 1996, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.
Frank L. Sassetti & Co.
February 19, 1997
Oak Park, Illinois
1
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
<TABLE>
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
<S> <C>
Cash (Note 7) $161,388
United States Treasury Obligations (Note 6) 362,652
Accrued interest receivable 2,379
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 276,415
Net unrealized gain on open commodity
futures contracts (Note 8) 17,889
Organization costs, net of amortization (Note 1) 2,135
--------
$822,858
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued commissions payable $ 14,062
Accrued management and incentifve fees payable 3,550
Accrued accounting fees payable 734
Due to general partner 10,860
-------
Total Liabilities 29,206
PARTNERS' CAPITAL
Limited partners - (876.34 units) 768,498
General partner - (25 unit) 25,154
-------
793,652
-------
$822,858
</TABLE>
The accompanying notes are an integral part
of the financial statements
2
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
<TABLE>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C>
REVENUES
Realized loss from trading on futures $ (57)
Realized gain on exchange rate fluctuation 28
Changes in unrealized gains on open commodity
futures contracts 17,861
Interest income 6,259
-------
Total Revenues 24,091
-------
EXPENSES
Commissions 8,542
Management and incentive fees 6,209
Professional accounting and legal fees 1,499
Other operating and administrative expenses 637
Amortization of organization costs 305
-------
Total Expenses 17,192
-------
NET INCOME $ 6,899
NET INCOME -
Limited partnership unit $ 7.65
General partnership unit $ 7.65
</TABLE>
The accompanying notes are an integral part
of the financial statements
3
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
<TABLE>
STATEMENT OF PARTNERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Total
Limited General Partners'
Partners Partners Equity
Amount Units Amount Units Amount Units
<S> <C> <C> <C> <C> <C> <C>
Balance -
December 31, 1995 $ 963 1.00 $ 963 1.00 $ 1,926 2.00
Addition of
899.34 units 760,827 875.34 24,000 24.00 784,827 899.34
Net income 6,708 191 6,899
------- ------- ------- ------- ------- -------
Balance -
December 31, 1996 $768,498 876.34 $ 25,154 25.00 $793,652 901.34
Value per unit at December 31, 1996 $880.53
Total partnership units at
December 31, 1996 901.34
</TABLE>
The accompanying notes are an integral part
of the financial statements
4
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
<TABLE>
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES -
Net income $ 6,899
Adjustments to reconcile net income to net cash
provided by operating activities -
Amortization of organization costs 305
Changes in operating assets and liabilities -
Increase in Equity in Commodity Future
Trading accounts (294,304)
Increase in accrued interest receivable (2,379)
Increase in U. S. Treasury Obligations (362,652)
Increase in accrued commissions payable 14,062
Increase in management and incentive fees
payable 3,550
Increase in accounting fees payable 734
Increase in due to general partner 10,860
--------
Net Cash Used in Operating Activities (622,925)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in organization costs (2,440)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Gross proceeds from sale of units 830,327
Syndication and registration costs (45,500)
--------
Net Cash Provided by
Financing Activities 784,827
--------
NET INCREASE IN CASH 159,462
CASH -
Beginning of period 1,926
--------
End of period $ 161,388
</TABLE>
The accompanying notes are an integral part
of the financial statements
5
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Fremont Fund, Limited Partnership (the Fund) was formed January 12, 1995. The
Fund is engaged in speculative trading of futures contracts in commodities.
Pacult Asset Management, Inc. is the General Partner and the commodity pool
operator (CPO) of Fremont Fund, Limited Partnership. The commodity trading
advisor (CTA) is Michael J. Frischmeyer, who has the authority to trade so
much of the Fund's equity as is allocated to him by the General Partner.
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.
Organizational Costs - Organizational costs are capitalized and amortized
over twenty-four months on a straight line method starting when operations
began, payable from profits or capital subject to a 2% annual capital
limitation. All organizational costs paid to date have been capitalized.
Amortization expense of $305 was recorded for the year ended December 31,
1996.
Registration Costs - Costs incurred for the initial registration with the
Securities and Exchange Commission, National Association of Securities
Dealers, Inc., Commodity Futures Trading Commission, National Futures
Association (the "NFA") and the states where the offering was made were
accumulated, deferred and charged against the gross proceeds of offering at
the initial closing. 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 accompanying 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 closing
quotations.
6
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 year ended December 31,
1996 since the Fund has no debt nor pays federal income taxes. For purposes
of the Statement of Cash Flows, the Fund considers only cash and money market
funds to be cash equivalents.
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing the
trading and investment activity of the Fund, include 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.
7
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
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
Advisor 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 six months
after the commencement of trading. A Limited Partner may withdraw any part or
all of his units from the Partnership at the Net Asset Value per Unit as of
the last day of any month on ten days prior written notice to the General
Partner. A redemption fee payable to the Partnership of a percentage of the
value of the redemption request bears the following schedule.
4% if such request is received prior to the nineteenth day of the twelfth
month after the commencement of trading.
3% if such request is received during the next seven to twelve months.
2% if such request is received during the next thirteen to eighteen
months.
1% if such request is received during the next nineteen to twenty-four
months.
0% thereafter.
8
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
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 the CTA to trade will be paid to the CTA and 2% of equity to the Fund's
General Partner.
An incentive fee of 15% of "new trading profits" will be paid to the CTA.
"New trading profits" includes all income earned by the 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.
The Fund will pay fixed commissions of 12% (annual rate) of net assets,
payable monthly, to the Introducing Broker affiliated with the General
Partner. 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
The Fund is investing in certain foreign currency futures contracts. The
difference in the exchange rates from the trade date to the end of the fiscal
year is being recorded as a realized gain or loss on exchange rate
fluctuation.
6. PLEDGED ASSETS
The U. S. Treasury Obligations and cash in trading accounts are pledged as
collateral for commodities trading on margin.
9
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
7. 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.
8. 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 of $3,891,594 on
long positions and $180,775 on short positions.
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 on open commodity future contracts at December 31 was $17,889.
10
<PAGE>
<F2>**************************************************************************
PACULT ASSET MANAGEMENT, INC.
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
<PAGE>
PACULT ASSET MANAGEMENT, INC.
YEARS ENDED DECEMBER 31, 1996 AND 1995
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Financial Statements -
Balance Sheet 2
Statement of Income and Retained Earnings 3
Statement of Cash Flows 4
Notes to Financial Statements 5 - 6
<PAGE>
Frank L. Sassetti & Co.
Certified Public Accountants
To The Shareholders
Pacult Asset Management, Inc.
Fremont, Indiana
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheets of PACULT ASSET MANAGEMENT,
INC. as of December 31, 1996 and 1995, and the related statements of income
and retained earnings and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PACULT ASSET MANAGEMENT,
INC. as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended, in conformity with generally
accepted accounting principles.
Frank L. Sassetti & Co.
February 19, 1996
Oak Park, Illinois
1
<PAGE>
PACULT ASSET MANAGEMENT, INC.
<TABLE>
BALANCE SHEET
DECEMBER 31, 1996 AND 1995
ASSETS
<CAPTION>
1996 1995
<S> <C> <C>
CURRENT ASSETS
Cash $ 60,196 $ 62,445
Due from Fremont Fund (Note 2) 10,860 34,204
-------- --------
71,056 96,649
Investments (Note 3) 26,410 1,000
-------- --------
$ 97,466 $ 97,649
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Current Liabilities
Accrued interest payable $ 6,500 $ 500
Long-Term Debt (Note 4) 100,000 100,000
Stockholder's Equity
Capital stock (common 1,500 shares
authorized, no par value; 1,000
issued and outstanding) 1,000 1,000
Accumulated deficit (10,034) (3,351)
--------- ---------
Total Stockholder's Equity (9,034) (2,351)
$ 97,466 $ 97,649
</TABLE>
The accompanying notes are an integral part
of the financial statements
2
<PAGE>
PACULT ASSET MANAGEMENT, INC.
<TABLE>
STATEMENT OF INCOME AND RETAINED EARNINGS
DECEMBER 31, 1996 AND 1995
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
REVENUES $1,645 $________
EXPENSES (Note 4)
Registration and dues 670
Professional accounting, legal and
audit fees 858 2,199
Licenses and fees 1,154 160
Other administrative expenses 226
Interest expense 6,500
-------- --------
Total Expenses 8,738 3,029
NET INCOME (LOSS) BEFORE EQUITY
IN LIMITED PARTNERSHIP (7,093)
EQUITY IN LIMITED PARTNERHSIP (NOTE 3) 410
-------- --------
NET INCOME (LOSS) (6,683) (3,029)
ACCUMULATED DEFICIT
Beginning of period (3,351) (322)
End of period $(10,034) $(3,351)
</TABLE>
The accompanying notes are an integral part
of the financial statements
3
<PAGE>
PACULT ASSET MANAGEMENT, INC.
<TABLE>
STATEMENT OF CASH FLOWS
DECEMBER 31, 1996 AND 1995
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (6,683) $ (3,029)
Adjustments to reconcile net (loss)
to net cash used in operating
activities -
Equity in limited partnership (410)
Changes in operating assets and
liabilities -
Increase in accrued interest
payable 6,500
-------- --------
Net Cash (Used In)
Operating Activities (593) (3,029)
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in due from
Fremont Fund 23,344 (28,204)
Purchase of investment interest in
limited partnership 25,000 (1,000)
-------- --------
Net Cash (Used In)
Investing Activities (1,656) (29,204)
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in advances
from stockholder (10,000)
Loan proceeds from stockholder ________ 100,000
Net Cash Provided by
Financing Activities ________ 90,000
-------- --------
NET INCREASE (DECREASE) IN CASH (2,249) 57,767
CASH -
Beginning of period 62,445 4,678
End of period $60,196 $ 62,445
</TABLE>
The accompanying notes are an integral part
of the financial statements
4
<PAGE>
PACULT ASSET MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Pacult Asset Management, Inc. (the Company) was formed primarily to act as
general partner of the Fremont Fund, Limited Partnership (the Fund).
The responsibilities of the General Partner, in addition to directing the
trading and investment activity of the Fund, include 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.
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 payment for interest nor income taxes for the years ended December 31,
1996 and 1995.
2. CORPORATE AFFILIATION
The Company's sole shareholder is also a joint owner of Futures Investment
Company. In addition, the Company is the general partner of Fremont Fund, a
limited partnership. During 1994, Futures Investment Company advanced $9,000
to the Company, and Ms. Shira Pacult, sole principal to the Company, advanced
$18,000 to the Company. These advances were not collateralized, bore no
interest and were repaid in 1995.
5
<PAGE>
PACULT ASSET MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
2. CORPORATE AFFILIATION - CONTINUED
Also, the Company, in its capacity as general partner, had been advancing the
organization, registration and syndication costs of Fremont Fund. In
addition, the Company receives a management fee of 2% of the equity of the
Fund. As of December 31, 1996, the Fund owed the Company $10,860 in advanced
costs of the Fund and unpaid management fees. These funds are not
collateralized and bear no interest.
3. INVESTMENTS
During 1995, the Company purchased an interest as the general partner in a
limited partnership with an initial investment of $1,000. During 1996, the
Company purchased one limited partner unit of the limited partnership for
$1,000 and made an additional $24,000 investment in the partnership as general
partner. The investments are being accounted for under the equity method and
earned $410 in equity during the year.
4. LONG-TERM DEBT
The Company and its sole shareholder signed a subordinated loan agreement on
April 26, 1995, whereby the Company can borrow up to $265,000 from the
shareholder. The loan agreement bears interest at the rate of 6% per annum
and is payable on or before January 12, 2017. On November 28, 1995, the
Company borrowed $100,000 against this commitment, which will mature January
12, 2017, in part to fund the expenses of the Company and to advance proceeds
to the limited partnership.
6
<PAGE>
<F3>**************************************************************************
APPENDIX II-a
Performance Record of the Fund
[To keep the rows of the following table from exceding 132 characters,
it has been broken into two tables where the first table contains columns
1-12 and the second contains columns 1-7 and 13-15.]
<TABLE>
Michael J. Frischmeyer
ICL Managed Account Program
Fremont Fund, LP Accounts Only
<CAPTION>
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)
Gross Net Change In Change Operation
Realized Realized Unrealized In Mgt. and
Period Beginning Capital Capital Trading Broker Trading Trading Net Accrued Incentive Net Ending
End Capital Adds W/Ds Profits Comm. Profits Profits Int. Comm. Fees Performance Capital
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996
Init. 0 610,968 0 0 0 0 0 0 0 0 0 610,968
Nov. 610,968 93,998 0 0 3,039 -3,039 0 7,965 0 58,843 -53,917 651,049
Dec. 651,049 127,360 0 -29 5,502 -5,531 17,861 4,362 0 1,449 15,242 793,651
1996 Performance Y.T.D. -6.69%
1997
Jan. 793,651 58,220 0 -18,666 6,504 -25,170 9,481 7,494 0 6,393 -14,588 837,283
Feb. 837,283 164,226 0 24,690 7,557 17,133 -17,870 13,198 0 6,084 6,377 1,007,886
Mar. 1,007,886 44,189 0 10,964 8,124 2,840 -11,728 6,511 0 6,791 -9,168 1,042,907
Apr. 1,042,907 44,831 0 -17,532 9,708 -27,240 5,504 6,466 0 6,974 -22,244 1,065,494
May. 1,065,494 0 0 11,527 9,848 1,679 -3,676 4,548 0 9,627 -7,076 1,058,418
1997 Performance Y.T.D. -4.68
</TABLE>
<TABLE>
Michael J. Frischmeyer
ICL Managed Account Program
Fremont Fund, LP Accounts Only
<CAPTION>
(1) (2) (3) (4) (5) (6) (7) (13) (14) (15)
Gross Net Change In
Realized Realized Unrealized Total NAV
Period Beginning Capital Capital Trading Broker Trading Trading Outstanding Per %
End Capital Adds W/Ds Profits Comm. Profits Profits Units Unit Chg.
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996
Init. 0 610,968 0 0 0 0 0 940
Nov. 610,968 93,998 0 0 3,039 -3,039 0 759.64 857 -8.83%
Dec. 651,049 127,360 0 -29 5,502 -5,531 17,861 904.85 877 2.34%
1996 Performance Y.T.D. -6.69%
1997
Jan. 793,651 58,220 0 -18,666 6,504 -25,170 9,481 972.00 861 -1.79%
Feb. 837,283 164,226 0 24,690 7,557 17,133 -17,870 1,161.77 868 0.71%
Mar. 1,007,886 44,189 0 10,964 8,124 2,840 -11,728 1,213.17 860 -0.91%
Apr. 1,042,907 44,831 0 -17,532 9,708 -27,240 5,504 1,266.46 841 -2.13%
May. 1,065,494 0 0 11,527 9,848 1,679 -3,676 1,266.46 836 -0.66%
1997 Performance Y.T.D. -4.68
<F4>**************************************************************************
APPENDIX I
COMMODITY TERMS AND DEFINITIONS
Identification of the parties and knowledge of various terms and concepts relating
to trading in futures and forward contracts and this offering are necessary for a
potential investor to identify the risks of investment in the Fund. Please refer
to the Prospectus dated August 12, 1996, for a complete glossary. Following are
definitions which supersede the definitions of those terms in the Prospectus:
"Futures Investment Company". The selling agent (the "Selling Agent") and
introducing broker (the "IB"), 2990 W. 120, Fremont, IN 46737 which will introduce
the trades to the FCM for a fixed commission of 12% of equity on deposit at the
FCM allocated by the General Partner to trade. The principal of the General
Partner, Ms. Shira Del Pacult is also one of the principals of the IB, with her
husband.
"Selling Agent". The NASD member broker dealer, Futures Investment Company, 2990
W. 120, Fremont, IN 46737, selected by the General Partner to offer the Units for
sale. The General Partner and the Selling Agent may select Additional Selling
Agents to also offer Units for sale. See Plan of Distribution in the Prospectus
and this Amendment.
[The balance of this page has been intentionally left blank]
1
<PAGE>
<F4>**************************************************************************
APPENDIX II-b - THE CTA
INTRODUCTION AND GENERAL INFORMATION
Michael J. Frischmeyer is the Commodity Trading Advisor (the "CTA") to whom
this Appendix II relates. The CTA conducts the business of the trading program
described in this Prospectus as a sole proprietorship, and his Main Business
Office and main business telephone number are as follows: Main Business
Office-1422 Central Avenue, P.O. Box 898, Fort Dodge, Iowa 50501; Main Business
Telephone Number-(515) 955-3800; Facsimile: (515) 955-1444. The books and
records of the CTA will be kept and made available for inspection at the Main
Business Office.
DESCRIPTION OF TRADING PROGRAM
A client desiring to establish an account to be traded by the CTA under the
trading program described in this Appendix must purchase Units in the Fremont
Fund, a limited partnership, (the "Partnership") pursuant to the terms
described in this Prospectus and the subscription documents.
The Chicago Corporation will serve as the futures commission merchant for the
Partnership. The minimum account size that an investor must establish with
Partnership is $15,000. The requirement of a minimum size for an investor in
the Partnership is not intended as a protective measure for the investor or
the Partnership, but rather is established for the administrative convenience
of the General Partner. As discussed elsewhere (see e.g., "Risk Factors" in
the Prospectus and below), futures and options trading is a high risk,
speculative business.
The business of the CTA includes managing commodity pools and discretionary
futures accounts, and the CTA will be managing and directing the trading of
accounts for other clients during the same period that the CTA is managing any
particular client's account, including the Partnership account. See "Risk
Factors" and "Conflicts of Interest".
The power of attorney granted to the CTA by the Partnership will not prohibit
the CTA from managing or directing the trading of other accounts during the
term of the power of attorney or from using the same information and trading
strategy obtained, produced or utilized in the performance of services for the
Partnership for the benefit of other clients or the CTA and his Affiliates.
The power of attorney will authorize and empower the CTA to act for the
account of the Partnership to buy, sell (including short sales) and trade in
domestic and foreign futures contracts and options on margin or otherwise.
Under the power of attorney, the CTA will be acting as agent for the
Partnership, and the Partnership will be legally bound as principal for all
trades and any and all other obligations incurred by the CTA. In the event,
therefore, of a deficiency in a Partnership account due to a margin call, a
loss exceeding the value of the account, or otherwise, the Partnership will be
responsible for the full amount of the deficiency, and investors in the
Partnership must be aware and recognize that the potential liability of the
Partnership is not limited to the amount of funds available in or the value of
the Partnership accounts, from time to time. See "Risk Factors".
Prospective investors should be aware that the power of attorney for the
Partnership to appoint the CTA has been prepared by The Chicago Corporation
and, therefore, contains provisions for the benefit of The Chicago
Corporation, the General Partner, the CTA and other parties, such as
provisions requiring the Partnership to indemnify The Chicago Corporation and
other parties for all losses in the Partnership accounts and for other
matters. The power of attorney utilized by the Partnership to appoint the CTA
provides for arbitration of any disputes to be held before the American Stock
Exchange, Inc., the Chicago Board Options Exchange, Inc. or the National
Association of Securities Dealers, Inc., and in accordance with rules then in
effect.
The types of futures contracts and options which the CTA may trade for the
Partnership include, without limitation, all domestic and foreign currency
futures contracts and all domestic and foreign commodities, currencies and
provisions, and options therefore, as are usually dealt in on exchanges or in
the interbank foreign currency forward markets.
The CTA's trading has been active in the soybean complex (beans, oil and
meal), corn, wheat, cattle (live and feeder), live hog and pork belly
contracts and interest rate futures (long-term treasury bonds, Eurodollars and
others). The CTA's trading has also been active in foreign currencies and in
stock index futures and options and in precious metals (primarily gold and
silver) futures, as well as in futures and options on foreign futures and
options exchanges.
1
<PAGE>
The futures and options traded by the CTA, including the trades to be made for
the Partnership, will be traded on regulated exchanges located in the United
States and in non-United States jurisdictions, including England, France,
Spain, Germany, Canada, Australia, Japan and Singapore. No business will in
any event be conducted which is forbidden by or will be contrary to any
applicable law (whether laws of the United States or a foreign jurisdiction)
or any lawful rules and regulations as are established by the regulated
exchanges (whether United States exchanges or foreign exchanges) upon which
futures or options are traded for the Partnership. Prospective clients should
be aware, however, that trading on foreign exchanges will not be subject to
the regulations of the Commodity Futures Trading Commission (the "CFTC") and
may involve greater risks than trading on exchanges located in the United
States. In addition, the CTA will be effecting certain trades through the
"GLOBEX" system, Project A and other systems, which are electronic order-entry
and matching systems for futures and options. See "Risk Factors".
The CTA contemplates trading the contracts identified on the following Futures
Exchanges for the Partnership, although other exchanges may be used and other
types of contracts or interests may be traded:
FOREIGN FUTURES EXCHANGES: Deutsche Terminborse - DAX Index; London
International Financial Futures Exchange (LIFFE) - 3-Month Sterling, 3-Month
EuroDeutscheMark, 3-Month EuroLira, 3-Month EuroSwissFranc, German Bond,
British Gilt, Italian Government Bond (BTP), FT-SE 100 Index; Marche A Terme
Internationale de France (MATIF) - 3-Month PIBOR, French Notional Bond, CAC 40
Index; Mercado de Futuros Y Opciones (MEFF) - 3-Month MIBOR, Spanish Notional
Bond; Montreal Stock Exchange - 3-Month Canadian Bankers Acceptance, Canadian
Government Bond; Sydney Futures Exchange - 3-Month Australian Bills, 10 Year
Australian Bonds; Tokyo International Financial Futures Exchange (TIFFE) -
EuroYen; Tokyo Stock Exchange - Japanese 10 Year Bond; Singapore International
Financial Futures Exchange (SIMEX) - EuroDollars, Nikkei, Japanese 10 Year
Bond.
UNITED STATES FUTURES EXCHANGES: Chicago Board of Trade (CBOT) - Corn,
Soybeans, Soybean Meal, Soybean Oil, Wheat, Treasury (10 year) Notes, Treasury
Bonds, Municipal Bond Index; Chicago Mercantile Exchange (CME) - Live Cattle,
Feeder Cattle, Live Hogs, Pork Bellies; International Monetary Market (IMM) a
division of the CME - Australian Dollar, Canadian Dollar, Deutsche Mark,
French Franc, Japanese Yen, Swiss Franc, Eurodollars, British Pound, Mexican
Peso; Index and Options Market (IOM) a division of the CME - S & P 500 Index,
S & P Midcap 400 Index; New York Futures Exchange (NYFE) - NYSE Composite;
Financial Instruments Exchange (FINEX) - U.S. Dollar Index, British Sterling-
Deutsche Mark, Deutsche Mark-Yen, Deutsche Mark-French Franc, Deutsche Mark-
Italian Lira; Commodity Exchange, Inc. (COMEX) - Gold, Silver; Kansas City
Board of Trade (KCBT) - Hard Red Winter Wheat, Value Line Index.
The following description of the CTA's trading systems, methods and strategies
is not intended to be exhaustive. In addition, the trading methods, systems
and principles utilized by the CTA are proprietary and confidential and the
following descriptions are general in nature. Further, in preparing the
following discussion, the CTA may have chosen to refer to or emphasize only
specific aspects of his trading systems, methods and strategies. Prospective
clients should also be aware that there are numerous trading systems, methods
and strategies utilized in the various futures and options contexts and that
the following discussion only addresses those systems, methods and strategies
utilized by the CTA. Prospective clients will be unable to compare the CTA's
systems, methods and strategies with any other trading systems, methods and
strategies that are or may be utilized by other traders or commodity trading
advisors or trading managers.
The CTA will rely on his subjective judgment and discretion in the trading of
Partnership accounts. The intent of such subjective judgment and discretion
is to enhance returns and/or lower risks; however, there can be no assurances
that such actions will be successful. One example of such subjective judgment
or discretion may be determining the appropriate level of aggressiveness
during periods of unusual uncertainty.
In certain trades, the CTA will be utilizing a practice known as "Exchange for
Physicals" ("EFP"). EFP is a practice whereby positions in certain futures
contracts may be initiated or liquidated by first executing the transaction in
the appropriate cash market and then arbitraging the position into the futures
market (simultaneously buying the cash position and selling the futures
position, or vice versa). Although it is not anticipated to occur, if the
CTA's ability to engage in such transactions were to be restricted by the CFTC
or other applicable authority, the current trading techniques employed by the
CTA may be impaired to the detriment of clients of the CTA.
The CTA will utilize the "Average Price System" for those futures and options
contracts where its use is authorized. Under the Average Price System, when
multiple price executions are received on a "blocked" order, the prices will
be averaged and confirmed to each account on the averaged basis, which will be
computed by multiplying the execution prices by the quantities at those prices
divided by the total quantities. See also "Conflicts of Interest".
2
<PAGE>
BUSINESS BACKGROUND OF THE CTA
The business background of the CTA for at least five (5) years is as follows:
The CTA, Mr. Frischmeyer, was born in 1953. He graduated from Iowa State
University, Ames, Iowa, in 1976 with a bachelor of science degree in
agricultural business. From March of 1976 to November of 1979, Mr. Frischmeyer
was an account executive in the commodity brokerage business of Stark
Brokerage, Inc., Fort Dodge, Iowa. In November of 1979, he joined the newly
organized North Iowa Commodities, now known as Iowa Commodities, Ltd. He is
currently Vice President and owner of approximately 21% of the total
outstanding stock of Iowa Commodities, Ltd. and is registered with the CFTC and
the NFA as an associated person of Iowa Commodities, Ltd. (since 1984). Iowa
Commodities, Ltd. serves as an introducing broker for various traders, and is
registered as an introducing broker with the CFTC (though the NFA) and a member
of the Chicago Board of Trade.
Mr. Frischmeyer is registered with the CFTC and the NFA as a commodity trading
advisor (since October 12, 1984), and, as a commodity pool operator (since
April, 1987). He directs the trading for discretionary accounts for
individuals and entities and devotes substantially all of his time to the
futures and options trading business. Mr. Frischmeyer serves as both the
commodity pool operator and commodity trading advisor for two commodity pools
and also advises other commodity pool operators and other traders and managers
with respect to trading strategies.
Mr. Frischmeyer was affiliated with R.G. Dickinson and Company, based in Des
Moines, Iowa, as registered representative from January, 1986 through December,
1991. R.G. Dickinson is a securities broker-dealer. Mr. Frischmeyer became a
registered representative with Broker-Dealer Financial Services, Inc., based in
Des Moines, Iowa on January 1, 1992. Mr. Frischmeyer terminated his
association with Broker-Dealer Financial Services Corporation on December 31,
1994, and became a registered representative of Investment Guidance, Inc.,
effective January 1, 1995. Investment Guidance, Inc. is registered as a fully-
disclosed broker-dealer with the Securities and Exchange Commission and member
of the National Association of Securities Dealers, Inc. It serves as the
underwriter for certain limited partnership commodity pool offerings, in
addition to offering general brokerage services to the public.
PERFORMANCE RECORD OF THE CTA
The performance capsules set forth below are presented on a composite basis.
While there may be differences in the specific trades made in each account,
the trading program and strategies employed for accounts traded in Mr.
Frischmeyer's Managed Account Program, Iowa Commodities Fee Schedule and in
his Managed Account Program, Regular Fee Schedule are the same, and Mr.
Frischmeyer does not believe there are substantial differences between the
trading systems, money management policies or fee structures, or any other
significant differences among the accounts comprising the respective
composites which would make the use of a composite inappropriate. As much as
possible, Mr. Frischmeyer attempts to trade all managed accounts
proportionately the same. For example, if one account is twice the size of
another, it will trade twice the number of contracts so that the two accounts
would generate a similar rate of return.
When reviewing the CTA's performance record, prospective clients should also
be aware, however, that composite performance results tend to create an
"averaging effect" on the performance of the accounts. Further, prospective
clients should recognize that different accounts can have and have had varying
investment results, even though they have been traded according to the same
general trading approach. The reasons for this include numerous material
differences between accounts, including the following:
1. The timing of the deposit of equity and the total period during which each
account was traded.
2. The relative sizes of the accounts, which influences the number of
interests and the number of contracts in each interest traded by accounts,
as well as the diversification of the account and the design and execution
of the CTA's methods. For instance, in the example given above, the larger
account might not be exactly twice the size of the smaller account. The
CTA may, from time to time, determine that certain trades may entail
greater than ordinary risks, which may cause him to also determine that all
accounts should trade a smaller than usual number of contracts. As a
result, in some circumstances larger accounts may trade a reduced number of
contracts in such trades and the small accounts may not participate in such
trades.
3
<PAGE>
1. The trading approach used-although all accounts may be traded in accordance
with the same general trading approach, such approach can and does change
periodically as a result of research and development by the CTA.
2. Split fills. When entering an order to buy or sell futures or options, the
CTA will block his managed accounts (group them together) so that multiple
accounts can be filled on one order. If fills occur at more than one
price, a small difference in performance can result. In such instances
(except where the Average Price System is applicable, described in the
Sections entitled "Description of Trading Program" and "Conflicts of
Interest"), the fills are arbitrarily allocated so that the highest prices
(whether buys or sells) are successively allocated to the numerically
highest account numbers.
3. Incomplete fills. Occasionally, a blocked order can be partially, but not
completely filled at the price specified on the order. In such an
instance, the CTA attempts to allocate one contract to each account,
regardless of account size, and then allocate the remaining fills in
proportion to account capitalization, but some discrepancies may be
unavoidable. See "Conflicts of Interest" above.
4. The size and time of payment of brokerage commissions and fees paid by the
accounts.
5. The size and time and payment of administrative costs paid by the accounts.
6. The size and time and payment of interest income earned by the accounts.
7. The market condition in which accounts are traded, which in part determines
the quality of trade executions.
8. The allocation of orders to open or close positions.
Thus, the results of individual accounts, as a result of differences in the
above factors, may experience better or worse than the composite performance
results shown.
Managed Account Program, Iowa Commodities Fee Schedule
The following capsule shows the past performance of Mr. Frischmeyer's Managed
Account Program, Iowa Commodities Fee Schedule for the most recent five
calendar years and year-to-date (through May 31, 1997).
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
4
<PAGE>
</TABLE>
<TABLE>
Managed Account Program, Iowa Commodities Fee Schedule
Percentage Rate of Return
(Computed on a compounded monthly basis)*
<CAPTION>
Month 1997 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C>
January (3.36) 1.04 (.70) (12.81) 4.47 (2.81)
FebruarY (2.59) 2.04 (7.62) 5.01 8.95 (5.81)
March (1.58) (9.26) (5.23) (3.56) 22.46 (3.15)
April (5.19) 33.14 (10.30) (.65) 12.78 2.84
May 1.51 (13.09) (6.81) 14.01 10.17 (5.83)
June (5.95) (4.00) (4.96) 26.75 7.77
July 2.28 6.10 12.61 33.84 (7.03)
August (12.87) 18.04 7.13 (20.26) 12.28
September (11.26) 28.62 (2.16) .48 (1.82)
October 4.26 6.94 2.69 (.13) 14.19
November (1.39) (3.40) .19 (1.51) 3.23
December (3.52) 22.63 (4.96) 15.25 8.40
Year (20.14) 42.34 9.71 166.90 21.19
<FN>
Name of Commodity Trading Advisor: Michael J. Frischmeyer
Name of Trading Program: Managed Account Program, Iowa Commodities Fee
Schedule ("ICL Program")
Date Commodity Trading Advisor Began Trading Client Accounts: March 1, 1976
Date When Client Funds Began Being Traded Pursuant To The ICL Program: January
1, 1981
Number of Accounts Directed Pursuant To The ICL Program: 61
Total Assets Under Management of Mr. Frischmeyer: $32,360,007
Total Assets Traded Pursuant To The ICL Program: $14,066,930
Largest Monthly Draw-Down** For The ICL Program During The Most Recent Five
Calendar Years and Year-to-Date (through May 31, 1997): 8-93/20.26% of client
funds
Worst Peak-to-Valley Draw-Down*** For The ICL Program During The Most Recent
Five Calendar Years and Year-to-Date (through May 31, 1997): 4-96 to 5-
97/57.75% of net asset value
* Rate of Return is computed by dividing the net trading results by
beginning net asset value for the period. Subsequent to 1990, for those
months when additions or withdrawals exceed ten percent of beginning net
assets, the Time-Weighting of Additions and Withdrawals method is used to
compute rates of return. To date, the month of November, 1991 is the
only period requiring such adjustment.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative
percentage decline in month-end net asset value due to losses sustained
by a pool, account or trading program during any period in which the
initial month-end net asset value is not equaled or exceeded by a
subsequent month-end net asset value.
</TABLE>
No accounts in Mr. Frischmeyer's Managed Account Program, Iowa Commodities Fee
Schedule were opened in 1997 as of May 31, 1997. Eight (8) such accounts were
opened in 1996, six (6) such accounts were opened in 1995, and twenty-one (21)
such accounts were opened in 1994. Eight (8) such accounts were opened in
1993, and one such account was opened in 1992, being a commodity pool which was
created as a vehicle for existing managed accounts of less than $30,000 to
permit participation in trades that would be unsuitable for a small account.
In the course of consolidating those accounts, twenty-four (24) managed
accounts were closed. The historical performance of each of those accounts was
comparable to that shown in the composite performance record. The lifetime
performance of such accounts is dependent upon when each account was opened.
The most recent such account was opened in December, 1996, and the earliest of
those accounts was opened in 1976.
One account in Mr. Frischmeyer's Managed Account Program, Iowa Commodities Fee
Schedule was closed in 1992, one other was closed in 1993, three were closed in
1994, five such accounts were closed in 1995, and no such accounts were closed
in either 1996 or 1997 through May 31, 1997. The account closed in 1992 had
been traded for ten quarters from April, 1990 through September, 1992 and was
unprofitable (as were all of Mr. Frischmeyer's managed accounts during that
period). The account closed in 1993 was transferred to Mr. Frischmeyer in
1989, had been profitable, and was closed due to the dissolution of the
partnership which owned the account. Of the three closed in 1994, one was
opened in 1989 and was profitable, one was opened in 1990 and was profitable
(closed for estate planning), and one was opened in 1976 and was closed due to
a death. Of the five closed in 1995, one was opened in 1981 and was
profitable, one was opened in 1984 and was profitable, and three were opened in
1994 and were unprofitable. Two of the accounts which were closed in 1995 were
closed pursuant to reorganizations by the client, and resulted in two new
accounts being opened in 1995.
Managed Account Program, Regular Fee Schedule
The following capsule shows the past performance of Mr. Frischmeyer's Managed
Account Program, Regular Fee Schedule since the inception of the Managed
Account Program, Regular Fee Schedule and year-to-date (through May 31, 1997).
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
5
<PAGE>
<TABLE>
Managed Account Program, Regular Fee Schedule
Percentage Rate of Return
(Computed on a compounded monthly basis)*
<CAPTION>
Month 1997 1996 1995 1994
<S> <C> <C> <C> <C>
January (2.36) (2.56) 1.45 N/A
February (1.79) (1.22) (5.86) N/A
March (1.79) (5.11) (2.88) 0.19
April (3.17) 14.71 (7.88) (3.40)
May (0.94) (8.46) (6.24) 0.58
June (10.26) (3.09) (6.47)
July 2.21 2.55 11.36
August (7.38) 9.58 5.38
September (7.53) 19.83 (0.55)
October 2.53 4.18 1.65
November (0.47) (3.01) (1.62)
December (3.37) 12.87 (1.53)
Year (25.86) 19.24 4.64
<FN>
Name of Commodity Trading Advisor: Michael J. Frischmeyer
Name of Trading Program: Managed Account Program, Regular Fee Schedule
("Regular Program")
Date Commodity Trading Advisor Began Trading Client Accounts: March 1, 1976
Date When Client Funds Began Being Traded Pursuant To The Regular Program:
March 1, 1994
Number of Accounts Directed Pursuant To The Regular Program: 386
Total Assets Under Management of Mr. Frischmeyer: $32,360,007
Total Assets Traded Pursuant To The Regular Program: $15,958,421
Largest Monthly Draw-Down** For The Regular Program Since Inception and Year-
to-Date
(through May 31, 1997): 6-96/10.26% of client funds
Worst Peak-to-Valley Draw-Down*** For The Regular Program Since Inception and
Year-to-Date
(through May 31, 1997): 4-96 to 5-97/49.80% of net asset value
* Rate of Return is computed by dividing net performance by beginning
net asset value for the period. For those months when additions or
withdrawals exceed ten percent of beginning net assets, the Time-
Weighting of Additions and Withdrawals method is used to compute rates of
return.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative
percentage decline in month-end net asset value due to losses sustained by a
pool, account or trading program during any period in which the initial month-
end net asset value is not equaled or exceeded by a subsequent month-end net
asset value.
</TABLE>
As indicated above, the performance capsule is a composite consisting of 386
accounts, comprised of 306 at $40,000, 60 at $80,000, 7 at $120,000, 11 at
$160,000, 1 at $200,000 and 1 at $1,200,000. As also indicated above, Mr.
Frischmeyer's Managed Account Program, Regular Fee Schedule began in March of
1994. One hundred twenty (123) such accounts were opened in 1994, one hundred
thirty-two (132) such accounts were opened in 1995, two hundred thirty (230)
were opened in 1996, and thirty-one (31) were opened in 1997 as of May 31,
1997. Three (3) of such accounts were closed in 1994, all of which were
profitable. Forty-three (43) such accounts were closed in 1995, of which 29
were profitable, and 14 of which were unprofitable. Fifty-two (52) such
accounts were closed in 1996, of which 22 were profitable, 30 of which were
unprofitable, and 20 of which were closed for purposes of transferring to the
accounts to another futures commission merchant. The CTA continued as the
commodity trading advisor for all such 20 accounts. Forty-two (42) such
accounts were closed in 1997, 12 of which were profitable, and 30 of which were
unprofitable.
6
<PAGE>
The CTA has reserved the right, in his discretion, to negotiate and accept a
different fee schedule for any particular account or accounts to be traded
under his trading program, i.e., the CTA's Managed Account Program, Regular Fee
Schedule. One account traded under the CTA's Managed Account Program, Regular
Fee Schedule for which the CTA has agreed to a different fee schedule is
Frischmeyer Fund, L.P., which is an Iowa limited partnership operating as a
commodity pool. As of May 31, 1997, Frischmeyer Fund, L.P. had net assets of
approximately $1,949,007. Given the size of Frischmeyer Fund, L.P., the CTA
has agreed to receive a one percent (1%) annual management fee from Frischmeyer
Fund, L.P. based upon the total equity of Frischmeyer Fund, L.P.'s account,
rather than the four percent (4%) annual management fee based upon the
incremental trading level of the account as is generally charged to accounts
traded in the CTA's Managed Account Program, Regular Fee Schedule. (The fees
charged Frischmeyer Fund, L.P. by the CTA are otherwise the same as those
normally charged by the CTA to accounts traded in the CTA's Managed Account
Program, Regular Fee Schedule.). The CTA has determined that the difference in
the management fees charged to Frischmeyer Fund, L.P. makes the inclusion of
Frischmeyer Fund, L.P. in the composite performance records of the CTA's
Managed Account Program, Regular Fee Schedule inappropriate. The following
paragraph therefore sets forth a separate performance capsule for Frischmeyer
Fund, L.P.
Managed Account Program, Frischmeyer Fund, L.P. Fee Schedule
Frischmeyer Fund, L.P. is a single advisor pool that does not have a guarantee
feature. The following capsule shows the past performance of Frischmeyer Fund,
L.P. since the inception of trading by Frischmeyer Fund, L.P. and year-to-date
(through May 31, 1997). PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF
FUTURE RESULTS.
<TABLE>
Managed Account Program, Frischmeyer Fund, L.P. Fee Schedule
Percentage Rate of Return
(Computed on a compounded monthly basis)*
<CAPTION>
Month 1997 1996 1995
<S> <C> <C> <C>
January (1.94) 2.78 N/A
February (1.66) 5.20 N/A
March (1.78) (2.93) (0.72)
April (4.14) 22.54 (8.27)
May 1.11 (9.46) (6.08)
June (0.74) (4.35)
July 4.46 5.13
August (10.96) 13.75
September (9.93) 15.48
October 3.26 4.32
November 15.74 (1.66)
December (2.64) (19.44)
Year 12.69 (6.62)
<FN>
Name of Pool: Frischmeyer Fund, L.P.
Type of Pool: Publicly offered, but currently closed to new investors
Date of Inception of Trading: March 15, 1995
Aggregate Gross Capital Subscriptions to the Pool (as of May 31, 1997):
$2,658,017
Pool's Net Asset Value (as of May 31, 1997): $1,949,007
Largest Monthly Draw-Down** Since Inception of Trading and Year-to-Date
(through May 31, 1997): 12-95/19.44% of net asset value
Worst Peak-to-Valley Draw-Down*** Since Inception of Trading and Year-to-Date
(through May 31, 1997): 4-96 to 9-96/24.73% of net asset value
* Rate of return is computed by dividing the net performance by the sum
of the beginning net asset value and net additions, capital withdrawals
and redemptions.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by a pool or account over the specified period
7
<PAGE>
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative
percentage decline in month-end net asset value due to losses sustained
by a pool, account or trading program during any period in which the
initial month-end net asset value is not equaled or exceeded by a
subsequent month-end net asset value.
</TABLE>
The CTA has no authority to, and no offering of any interests in Frischmeyer
Fund, L.P. is made by this Prospectus.
The composite performance records of the CTA's Managed Account Program, Regular
Fee Schedule do not include certain limited accounts (10 as of May 31, 1997)
which are traded in the Managed Account Program, Regular Fee Schedule, but
which have not and will not, with the client's agreement, make any trades in
any contracts, options or other interests in any grains, oil seeds or livestock
which are otherwise made by the other accounts traded in the CTA's Managed
Account Program, Regular Fee Schedule. Those accounts are collectively
referred to in this Prospectus as the "Regular Fee Schedule-Regular Fee
Restricted Accounts Only". Although the Regular Fee Restricted Accounts are
charged the same fees by the CTA as the other accounts traded in the CTA's
Managed Account Program, Regular Fee Schedule, the CTA believes including the
Regular Fee Schedule-Regular Fee Restricted Accounts Only Accounts in his
composite performance records for his Managed Account Program, Regular Fee
Schedule is inappropriate because the Regular Fee Schedule-Regular Fee
Restricted Accounts Only Schedule Accounts do not trade in any contracts,
options or other interest in any grains, oil seeds or livestock. As indicated
above, the Regular Fee Schedule-Regular Fee Restricted Accounts Only Accounts
were therefore also excluded from the composite performance records for the
CTA's Managed Account Program, Regular Fee Schedule.
Managed Account Program, Regular Fee Schedule-Regular Fee Restricted Accounts
Only
The following capsule shows the past performance of Regular Fee Schedule-
Regular Fee Restricted Accounts Only since the inception of trading of the
first Regular Fee Schedule-Regular Fee Restricted Accounts Only Account (in
November, 1995) and year-to-date (through May 31, 1997). PAST PERFORMANCE IS
NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
<TABLE>
Managed Account Program,
Regular Fee Schedule-Regular Fee Restricted Accounts Only
Percentage Rate of Return
(Computed on a compounded monthly basis)*
<CAPTION>
Month 1997 1996 1995
<S> <C> <C> <C>
January 1.01 3.33 N/A
February (0.38) (3.14) N/A
March (1.66) (4.10) N/A
April (0.85) 2.77 N/A
May (1.74) (2.12) N/A
June (3.45) N/A
July 2.37 N/A
August (6.14) N/A
September (7.28) N/A
October 1.67 N/A
November (2.94) 0.00
December (0.42) (2.12)
Year (18.40) (2.12)
<FN>
Name of Pool: Managed Account Program, Regular Fee Schedule-Regular Fee
Restricted Accounts Only
Date Commodity Trading Advisor Began Trading Client Accounts: March 1, 1976
Date When Client Funds Began Traded Pursuant To The Restricted Program:
November 27, 1995
Number of Accounts Directed Pursuant To The Restricted Program (as of May 31,
1997): 10
Total Assets Under Management of Mr. Frischmeyer: $32,360,007
Total Assets Traded Pursuant To The Regular Program: $385,649
Largest Monthly Draw-Down** For The Regular Program Since Inception and Year-
to-Date
(through May 31, 1997): 7-96/7.28% of client funds
8
<PAGE>
Worst Peak-to-Valley Draw-Down*** For The Regular Program Since Inception and
Year-to-Date
(through May 31, 1997): 1-96 to 12-96/21.03% of net asset value
* Rate of return is computed by dividing the net performance by the sum
of the beginning net asset value and net additions, capital withdrawals
and redemptions.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by a pool or account over the specified period
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative
percentage decline in month-end net asset value due to losses sustained
by a pool, account or trading program during any period in which the
initial month-end net asset value is not equaled or exceeded by a
subsequent month-end net asset value.
</TABLE>
The above performance capsule is a composite of thirteen (13) Regular Fee
Schedule-Regular Fee Restricted Accounts Only Accounts. One (1) such Account
was opened in 1995, twelve (12) such Accounts were opened in 1996, and no such
Accounts were opened in 1997 as of May, 1997. Three (3) such Accounts have
been closed, all in 1996 and all of which were unprofitable as of the date
they were closed.
The regulations of the CFTC require the CTA to maintain certain other more
detailed performance records. The CTA will provide such other performance
records to the Fremont Fund upon request.
CLIENTS MUST BE AWARE THAT THE INFORMATION INCLUDED IN THE ABOVE PERFORMANCE
CAPSULES HAS BEEN PREPARED SOLELY BY THE CTA AND HAS NOT BEEN AUDITED; BUT, IN
THE OPINION OF THE CTA, SUCH INFORMATION PRESENTS ACCURATELY THE PERFORMANCE OF
THE POOLS OR ACCOUNTS TRADED BY THE CTA FOR THE PERIODS SHOWN.
THERE CAN BE NO ASSURANCE THAT THE CTA OR ANY ACCOUNT WILL MAKE ANY PROFITS AT
ALL OR WILL BE ABLE TO AVOID INCURRING SUBSTANTIAL LOSSES.
INDIVIDUAL TRADING BY THE CTA
As discussed in the Section entitled "Conflicts of Interest" in the Prospectus,
the CTA may trade interests for his own account. The records of the CTA's
trading, but not his trading policies or methods, will be available for
inspection by The Fremont Fund.
[The balance of this page has been intentionally left blank]
9
<PAGE>
SUPPLEMENTAL INFORMATION
Pro Forma Performance Record, ICL Managed Account Program under Fremont Fund
Fee Schedule
The following capsule shows the pro forma performance of Mr. Frischmeyer's
Managed Account Program, Iowa Commodities Fee Schedule for the most recent five
calendar years and year-to-date (through May 31, 1997). PAST PERFORMANCE IS
NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
<TABLE>
Pro Forma Performance Record, Iowa Commodities Fee Schedule
Percentage Rate of Return
(Computed on a compounded monthly basis)*
<CAPTION>
Month 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
January (3.34) 1.11 (0.43%) (12.56%) 4.74%
February (2.82) 1.92 (7.37%) 5.29% 8.37%
March (0.55) (8.43) (4.96%) (3.29%) 19.39%
April (2.96) 29.48 (10.05%) (0.39%) 11.15%
May 1.55 (10.87) (6.55%) 14.30% 8.92%
June (4.80) (3.74%) (4.70%) 23.04%
July 2.21 6.38% 11.68% 29.07%
August (10.69) 18.33% 6.35% (16.99%)
September (9.32) 26.39% (1.57%) 0.68%
October 3.89 5.83% 2.55% 0.14%
November (0.91) (2.46%) 0.44% (1.24%)
December (2.73) 18.40% (4.29%) 13.50%
Year (14.08) 37.91% 11.33% 144.42%
<FN>
Name of Commodity Trading Advisor: Michael J. Frischmeyer
Name of Trading Program: Managed Account Program, Iowa Commodities Fee
Schedule ("ICL Program")
Date Commodity Trading Advisor Began Trading Client Accounts: March 1, 1976
Date When Client Funds Began Being Traded Pursuant To The ICL Program: January
1, 1981
Number of Accounts Directed Pursuant To The ICL Program: 61
Total Assets Under Management of Mr. Frischmeyer: $32,360,007
Total Assets Traded Pursuant To The ICL Program: $14,066,930
Largest Monthly Draw-Down** For The ICL Program During The Most Recent Five
Calendar Years and Year-to-Date (through May 31, 1997): 8-93/20.26% of
client funds
Worst Peak-to-Valley Draw-Down*** For The ICL Program During The Most Recent
Five Calendar Years and Year-to-Date (through May 31, 1997): 4-96 to 5-
97/49.80% of net asset value
* Rate of Return is computed by dividing the net trading results by
beginning net asset value for the period. Subsequent to 1990, for those
months when additions or withdrawals exceed ten percent of beginning net
assets, the Time-Weighting of Additions and Withdrawals method is used to
compute rates of return. To date, the month of November, 1991 is the
only period requiring such adjustment.
** "Draw-down" is defined by applicable CFTC regulations to mean losses
experienced by an account over the specified period.
*** Worst Peak-to-Valley Draw-Down means the greatest cumulative
percentage decline in month-end net asset value due to losses sustained
by a pool, account or trading program during any period in which the
initial month-end net asset value is not equaled or exceeded by a
subsequent month-end net asset value.
</TABLE>
10
<PAGE>
[To keep the rows of the following tables from exceding 132 characters,
Column 'L' and its resulting value has been placed in brackets following
the 'Total's for each year.]
<TABLE>
Michael J. Frischmeyer SUPPLEMENTAL INFORMATION
ICL Managed Account Program PRO FORMA PERFORMANCE RECORD
Under Fremont Fund Fee Schedule
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K)
Pro Forma Pro Forma Pro Forma Pro Forma
Beg. Net Net Trading End. Net Rate of Accrual for Annual Int- Rate of Continuous
Month Assets Additions Withdrawals Results Assets Return 15% Fee erest 4% Return Value of
Investment
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1981 1,000.00
January 659,341.33 1,500.00 (69,172.40) 591,668.93 -10.49% 1,671.35 -10.24% 897.62
February 591,668.93 94,208.81 95,027.72 780,905.46 16.06% (3,878.30) 1,833.76 15.72% 1,038.69
March 780,905.46 27,000.00 (70,741.83) 737,163.63 -9.06% 3,878.30 2,028.14 -8.30% 952.45
April 737,163.63 (3,789.50) (170,055.42) 563,318.71 -23.07% 1,737.44 -22.83% 734.98
May 563,318.71 23,509.00 586,827.71 4.17% 1,536.60 4.45% 767.65
June 586,827.71 150,311.75 737,139.46 25.61% 1,768.82 25.92% 966.60
July 737,139.46 14,329.50 751,468.96 1.94% 1,988.78 2.21% 987.99
August 751,468.96 (75,010.58) 281,107.25 957,565.63 37.41% (44,880.31) 2,283.27 31.74% 1,301.58
September 957,565.63 (8,100.00) (76,836.00) 872,629.63 -8.02% 11,525.40 2,445.14 -6.57% 1,216.13
October 872,629.63 7,128.75 183,371.22 1,063,129.60 21.01% 27,505.68) 2,586.17 18.16% 1,436.95
November 1,063,129.60 (21,386.62) (394,134.47) 647,608.51 -37.07% 27,505.68 2,285.55 -34.27% 944.49
December 647,608.51 (129,410.75) 518,197.76 -19.98% 1,557.52 -19.74% 758.03
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 129,837.56 (108,286.70) (162,694.43)
[(L) Pro Forma Annual Rate of Return: -24.20%]
1982
January 518,197.76 3,446.91 (2,449.16) 519,195.51 -0.47% 1,385.96 -0.21% 756.47
February 519,195.51 (29,816.77) (10,602.59) 478,776.15 -2.04% 1,333.29 -1.79% 742.97
March 478,776.15 (31,388.98) 200.50 447,587.67 0.04% 1,237.62 0.30% 745.20
April 447,587.67 (23,455.87) 61,520.05 485,651.85 13.74% 1,246.81 14.02% 849.70
May 485,651.85 (57,224.30) 428,427.55 -11.78% 1,221.21 -11.53% 751.72
June 428,427.55 2,249.50 430,677.05 0.53% 1,147.76 0.79% 757.68
July 430,677.05 526.58 (51,961.00) 379,242.63 -12.06% 1,082.05 -11.81% 668.17
August 379,242.63 (850.73) (30,819.25) 347,572.65 -8.13% 971.03 -7.87% 615.58
September 347,572.65 65,014.00 412,586.65 18.71% 1,015.57 19.00% 732.53
October 412,586.65 (64,500.00) 57,058.25 405,144.90 13.83% 1,092.49 14.09% 835.77
November 405,144.90 (5,247.52) (28,489.85) 371,407.53 -7.03% 1,037.47 -6.78% 779.14
December 371,407.53 (3,784.97) 3,777.50 371,400.06 1.02% 992.39 1.28% 789.14
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 3,973.49 (159,044.84) 8,273.65
[(L) Pro Forma Annual Rate of Return: 4.10%]
1983
January 371,400.06 11,205.13 38,297.84 420,903.03 10.31% 1,058.52 10.60% 872.77
February 420,903.03 7,725.40 50,535.12 479,163.55 12.01% 1,202.49 12.29% 980.05
March 479,163.55 (20,550.00) 206,178.19 664,791.74 43.03% 1,528.32 43.35% 1,404.88
April 664,791.74 (65,250.00) 61,857.86 661,399.60 9.30% (3,745.30) 1,771.79 9.01% 1,531.43
May 661,399.60 (81,132.38) 580,267.22 -12.27% 3,745.30 1,658.87 -11.45% 1,356.08
June 580,267.22 (1,000.00) (87,886.25) 491,380.97 -15.15% 1,431.72 -14.90% 1,154.04
July 491,380.97 (296.22) 3,979.00 495,063.75 0.81% 1,317.89 1.08% 1,166.48
August 495,063.75 6,453.64 105,229.80 606,747.19 21.26% 1,472.02 21.55% 1,417.89
September 606,747.19 3,160.00 609,907.19 0.52% 1,625.45 0.79% 1,429.08
October 609,907.19 37,500.00 (13,362.42) 634,044.77 -2.19% 1,661.92 -1.92% 1,401.66
November 634,044.77 70,645.31 85,395.10 790,085.18 13.47% (6,052.73) 1,902.64 12.81% 1,581.27
December 790,085.18 (54,796.02) 18,481.20 753,770.36 2.34% (2,772.18) 2,062.59 2.25% 1,616.83
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 133,529.48 (141,892.24) 390,733.06
[(L) Pro Forma Annual Rate of Return: 104.88%]
1984
January 753,770.36 13,600.00 134,411.15 901,781.51 17.83% (20,161.67) 2,211.82 15.45% 1,866.64
February 901,781.51 1,747.25 (28,960.80) 874,567.96 -3.21% 4,344.12 2,373.20 -2.47% 1,820.60
March 874,567.96 (10,000.00) (63,809.00) 800,758.96 -7.30% 9,571.35 2,238.24 -5.95% 1,712.35
April 800,758.96 9,000.00 133,568.76 943,327.72 16.68% (20,035.31) 2,330.10 14.47% 1,960.12
May 943,327.72 (17,000.00) (22,532.95) 903,794.77 -2.39% 3,379.94 2,467.76 -1.77% 1,925.45
June 903,794.77 10,000.00 266,174.02 1,179,968.79 29.45% (39,926.10) 2,783.91 25.34% 2,413.38
July 1,179,968.79 (43,500.00) 850,133.11 1,986,601.90 72.05% (127,519.97) 4,230.54 61.60% 3,899.98
August 1,986,601.90 (133,901.84) (198,201.25) 1,654,498.81 -9.98% 29,730.19 4,864.51 -8.24% 3,578.80
September 1,654,498.81 (26,500.00) (85,189.95) 1,542,808.86 -5.15% 12,778.49 4,271.60 -4.12% 3,431.41
October 1,542,808.86 (28,000.00) 103,820.81 1,618,629.67 6.73% (15,573.12) 4,223.68 5.99% 3,637.08
November 1,618,629.67 (22,500.00) 549,514.50 2,145,644.17 33.95% (82,427.18) 5,029.07 29.17% 4,697.93
December 2,145,644.17 (16,500.00) 12,812.24 2,141,956.41 0.60% (1,921.84) 5,728.23 0.77% 4,734.31
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 34,347.25 (297,901.84) 1,651,740.64
[(L) Pro Forma Annual Rate of Return: 192.81%]
</TABLE>
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
11
<PAGE>
<TABLE>
Michael J. Frischmeyer SUPPLEMENTAL INFORMATION
ICL Managed Account Program PRO FORMA PERFORMANCE RECORD
Under Fremont Fund Fee Schedule
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K)
Pro Forma Pro Forma Pro Forma Pro Forma
Beg. Net Net Trading End. Net Rate of Accrual for Annual Int- Rate of Continuous
Month Assets Additions Withdrawals Results Assets Return 15% Fee erest 4% Return Value of
Investment
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1985
January 2,141,956.41 (57,737.64) (572,332.00) 1,511,886.77 -26.72% 4,881.53 -26.49% 3,480.09
February 1,511,886.77 (26,500.00) 543,943.15 2,029,329.92 35.98% 4,731.07 36.29% 4,743.04
March 2,029,329.92 (207,821.01) (583,498.10) 1,238,010.81 -28.75% 4,365.17 -28.54% 3,389.46
April 1,238,010.81 (8,000.00) (106,723.84) 1,123,286.97 -8.62% 3,154.69 -8.37% 3,105.91
May 1,123,286.97 10,500.00 99,681.74 1,233,468.71 8.87% 3,148.63 9.15% 3,390.24
June 1,233,468.71 (46,342.03) 1,187,126.68 -3.76% 3,233.92 -3.49% 3,271.75
July 1,187,126.68 (2,500.00) 104,887.06 1,289,513.74 8.84% 3,308.79 9.11% 3,569.94
August 1,289,513.74 (10,000.00) 369,258.16 1,648,771.90 28.64% 3,925.55 28.94% 4,603.08
September 1,648,771.90 (36,755.00) 82,811.23 1,694,828.13 5.02% 4,467.05 5.29% 4,846.75
October 1,694,828.13 (45,748.27) (187,183.90) 1,461,895.96 -11.04% 4,217.38 -10.80% 4,323.51
November 1,461,895.96 (7,000.00) (45,478.76) 1,409,417.20 -3.11% 3,836.07 -2.85% 4,200.36
December 1,409,417.20 (27,800.00) 151,157.28 1,532,774.48 10.72% 3,930.77 11.00% 4,662.55
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 10,500.00 (429,861.92) (189,820.01)
[(L) Pro Forma Annual Rate of Return: -1.52%]
1986
January 1,532,774.48 (105,719.95) 222,569.02 1,649,623.55 14.52% (4,912.35) 4,251.68 14.48% 5,337.57
February 1,649,623.55 (241,534.64) 480,080.98 1,888,169.89 29.10% (72,012.15) 4,726.49 25.02% 6,673.23
March 1,888,169.89 (23,802.94) (645,256.81) 1,219,110.14 -34.17% 76,924.50 4,151.33 -29.88% 4,679.28
April 1,219,110.14 37,000.00 129,226.05 1,385,336.19 10.60% 3,479.54 10.89% 5,188.64
May 1,385,336.19 (1,400.00) (3,837.55) 1,380,098.64 -0.28% 3,694.62 -0.01% 5,188.11
June 1,380,098.64 (71,613.66) (147,292.12) 1,161,192.86 -10.67% 3,395.17 -10.43% 4,647.17
July 1,161,192.86 (25,218.58) 75,525.76 1,211,500.04 6.50% 3,169.92 6.78% 4,962.11
August 1,211,500.04 (303,038.00) 908,462.04 -25.01% 2,832.27 -24.78% 3,732.52
September 908,462.04 23,000.00 (73,920.38) 857,541.66 -8.14% 2,359.38 -7.88% 3,438.50
October 857,541.66 16,642.41 (53,244.64) 820,939.43 -6.21% 2,242.45 -5.95% 3,234.00
November 820,939.43 2,434.98 (15,172.56) 808,201.85 -1.85% 2,176.53 -1.58% 3,182.80
December 808,201.85 (27,325.10) (6,765.60) 774,111.15 -0.84% 2,113.97 -0.58% 3,164.48
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 79,077.39 (496,614.87) (341,125.85)
[(L) Pro Forma Annual Rate of Return: -32.13%]
1987
January 774,111.15 11,476.54 (3,103.94) 205,250.60 987,734.35 26.51% 2,353.83 26.82% 4,013.14
February 987,734.35 (12,985.05) 40,861.32 1,015,610.62 4.14% 2,676.47 4.41% 4,190.04
March 1,015,610.62 (11,600.00) (75,509.92) 928,500.70 -7.43% 2,597.33 -7.18% 3,889.23
April 928,500.70 (40,000.00) (15,376.50) 873,124.20 -1.66% 2,406.97 -1.40% 3,834.90
May 873,124.20 (116,930.21) 756,193.99 -13.39% 2,176.77 -13.14% 3,330.89
June 756,193.99 2,035.00 (40,527.06) 717,701.93 -5.36% 1,969.12 -5.10% 3,161.05
July 717,701.93 (82,888.24) 634,813.69 -11.55% 1,806.96 -11.30% 2,803.93
August 634,813.69 96,481.21 731,294.90 15.20% 1,825.12 15.49% 3,238.14
September 731,294.90 (13,200.00) 244,209.61 962,304.51 33.39% 2,262.65 33.70% 4,329.51
October 962,304.51 (5,000.00) 17,979.14 975,283.65 1.87% 2,588.62 2.14% 4,422.05
November 975,283.65 60,000.00 280,221.24 1,315,504.89 28.73% (3,423.80) 3,060.49 28.70% 5,690.96
December 1,315,504.89 (5,000.00) 186,678.79 1,497,183.68 14.19% (28,001.82) 3,757.75 12.35% 6,393.66
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 73,511.54 (90,888.99) 740,449.98
[(L) Pro Forma Annual Rate of Return: 102.04%]
1988
January 1,497,183.68 (265,000.00) 204,319.98 1,436,503.66 13.65% (30,648.00) 3,919.41 11.86% 7,152.06
February 1,436,503.66 13,841.68 (22,099.71) (77,645.68) 1,350,599.95 -5.41% 11,646.85 3,723.57 -4.34% 6,842.00
March 1,350,599.95 19,000.00 (11,500.00) 339,964.20 1,698,064.15 25.17% (50,994.63) 4,073.02 21.70% 8,326.53
April 1,698,064.15 (207,000.00) 137,326.91 1,628,391.06 8.09% (20,599.04) 4,444.14 7.14% 8,920.70
May 1,628,391.06 (9,000.00) (44,017.69) 1,575,373.37 -2.70% 6,602.65 4,280.23 -2.03% 8,739.18
June 1,575,373.37 19,000.00 4,105.46) (31,010.69) 1,509,257.22 -1.97% 4,651.60 4,121.07 -1.41% 8,615.82
July 1,509,257.22 (12,000.00) 549,714.40 2,046,971.62 36.42% (82,457.16) 4,751.12 31.27% 11,310.34
August 2,046,971.62 20,000.00 465,538.68 2,532,510.30 22.74% (69,830.80) 6,118.19 19.63% 13,530.60
September 2,532,510.30 (1,000.00) (146,591.23) 2,384,919.07 -5.79% 21,988.68 6,569.69 -4.66% 12,899.97
October 2,384,919.07 (232,500.00) (428,450.60) 1,723,968.47 -17.96% 5,489.47 -17.73% 10,612.19
November 1,723,968.47 20,000.00 (68,490.69) 1,675,477.78 -3.97% 4,541.66 -3.71% 10,218.54
December 1,675,477.78 10,000.00 140,761.28 1,826,239.06 8.40% 4,678.29 8.68% 11,105.56
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 101,841.68 (814,205.17) 1,041,418.87
[(L) Pro Forma Annual Rate of Return: 73.70%]
</TABLE>
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
12
<PAGE>
<TABLE>
Michael J. Frischmeyer SUPPLEMENTAL INFORMATION
ICL Managed Account Program PRO FORMA PERFORMANCE RECORD
Under Fremont Fund Fee Schedule
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K)
Pro Forma Pro Forma Pro Forma Pro Forma
Beg. Net Net Trading End. Net Rate of Accrual for Annual Int- Rate of Continuous
Month Assets Additions Withdrawals Results Assets Return 15% Fee erest 4% Return Value of
Investment
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1989
January 1,826,239.06 279,079.72 17,052.80 2,122,371.58 0.93% 5,275.34 1.22% 11,241.34
February 2,122,371.58 (111,669.57) 2,010,702.01 -5.26% 5,521.79 -5.00% 10,679.11
March 2,010,702.01 229,915.38 2,240,617.39 11.43% 5,679.76 11.72% 11,930.39
April 2,240,617.39 (12,000.00) 274,378.63 2,502,996.02 12.25% (8,024.58) 6,337.47 12.17% 13,382.37
May 2,502,996.02 (5,000.00) 441,674.46 2,939,670.48 17.65% (66,251.17) 7,271.40 15.29% 15,428.46
June 2,939,670.48 (7,256.92) (440,179.22) 2,492,234.34 -14.97% 66,026.88 7,257.02 -12.48% 13,502.86
July 2,492,234.34 (38,000.00) 520,621.79 2,974,856.13 20.89% (78,093.27) 7,304.03 18.05% 15,940.04
August 2,974,856.13 20,500.00 (284,729.15) 2,710,626.98 -9.57% 42,709.37 7,595.81 -7.88% 14,683.94
September 2,710,626.98 (53,000.00) (9,738.26) 2,647,888.72 -0.36% 1,460.74 7,158.98 -0.04% 14,677.88
October 2,647,888.72 (36,500.00) 503,862.01 3,115,250.73 19.03% (75,579.30) 7,699.55 16.47% 17,094.63
November 3,115,250.73 (3,388.44) (162,887.40) 2,948,974.89 -5.23% 24,433.11 8,101.81 -4.18% 16,379.33
December 2,948,974.89 (17,000.00) 157,111.55 3,089,086.44 5.33% (23,566.73) 8,066.85 4.80% 17,165.88
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 299,579.72 (172,145.36) 1,135,413.02
[(L) Pro Forma Annual Rate of Return: 54.57%]
1990
January 3,089,086.44 165,382.29 (97,000.00) 306,791.17 3,464,259.90 9.93% (46,018.68) 8,755.27 8.73% 18,663.63
February 3,464,259.90 20,000.00 (2,000.00) (88,501.11) 3,393,758.79 -2.55% 13,275.17 9,162.31 -1.91% 18,307.71
March 3,393,758.79 60,000.00 (130,500.00) 153,743.43 3,477,002.22 4.53% (23,061.51) 9,179.34 4.12% 19,062.20
April 3,477,002.22 (33,500.00) 603,433.00 4,046,935.22 17.35% (90,514.95) 10,051.98 15.04% 21,929.31
May 4,046,935.22 195,000.00 (3,000.00) (491,629.43) 3,747,305.79 -12.15% 73,744.41 10,413.11 -10.07% 19,721.32
June 3,747,305.79 (29,500.00) 201,443.55 3,919,249.34 5.38% (30,216.53) 10,242.52 4.84% 20,676.36
July 3,919,249.34 93,000.00 (69,000.00) 185,656.75 4,128,906.09 4.74% (27,848.51) 10,752.34 4.30% 21,565.62
August 4,128,906.09 30,000.00 (785,827.04) 3,373,079.05 -19.03% 27,848.51 10,022.65 -18.12% 17,658.98
September 3,373,079.05 161,826.42 3,534,905.47 4.80% 9,229.07 5.07% 18,554.51
October 3,534,905.47 (2,000.00) (478,138.00) 3,054,767.47 -13.53% 8,803.80 -13.28% 16,091.00
November 3,054,767.47 39,000.00 (2,500.00) (122,422.10) 2,968,845.37 -4.01% 8,047.55 -3.74% 15,488.53
December 2,968,845.37 (4,000.00) 116,780.29 3,081,625.66 3.93% 8,083.43 4.21% 16,139.95
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 602,382.29 (373,000.00) (236,843.07)
[(L) Pro Forma Annual Rate of Return: -5.98%]
1991
January 3,081,625.66 51,274.29 (6,000.00) 67,767.00 3,194,666.95 2.20% 8,385.13 2.47% 16,538.79
February 3,194,666.95 (39,000.00) (33,865.71) 3,121,801.24 -1.06% 8,438.80 -0.80% 16,407.16
March 3,121,801.24 (10,609.81) (279,572.85) 2,831,618.58 -8.96% 7,953.77 -8.70% 14,979.62
April 2,831,618.58 52,692.39 (70,000.00) (13,952.90) 2,800,358.07 -0.49% 7,524.32 -0.23% 14,945.61
May 2,800,358.07 (12,564.13) (113,807.68) 2,673,986.26 -4.06% 7,313.72 -3.80% 14,377.25
June 2,673,986.26 49,900.00 (16,171.06) (64,434.78) 2,643,280.42 -2.41% 7,103.87 -2.14% 14,069.00
July 2,643,280.42 (42,600.00) (3,042.22) 2,597,638.20 -0.12% 7,001.87 0.15% 14,090.07
August 2,597,638.20 (15,300.00) (52,266.12) 2,530,072.08 -2.01% 6,850.62 -1.75% 13,843.73
September 2,530,072.08 317,559.45 2,847,631.53 12.55% 7,184.61 12.84% 15,620.62
October 2,847,631.53 623.07 (46,000.00) 23,732.88 2,825,987.48 0.83% 7,579.95 1.10% 15,792.39
November 2,825,987.48 1,100,674.14 (21,883.39) 151,776.47 4,056,554.70 5.37% 9,195.08 5.70% 16,691.94
December 4,056,554.70 (22,106.09) (161,037.88) 3,873,410.73 -3.97% 10,594.43 -3.71% 16,072.89
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 1,255,163.89 (302,234.48) (161,144.34)
[(L) Pro Forma Annual Rate of Return: -0.42%]
1992
January 3,873,410.73 104,809.67 (62,558.03) (108,981.58) 3,806,680.79 -2.81% 10,260.60 -2.55% 15,663.25
February 3,806,680.79 (37,950.00) (221,109.31) 3,547,621.48 -5.81% 9,825.35 -5.55% 14,793.88
March 3,547,621.48 212,862.28 (213,862.28) (111,802.04) 3,434,819.44 -3.15% 9,328.54 -2.89% 14,366.56
April 3,434,819.44 24,435.18 (90,941.95) 97,643.88 3,465,956.55 2.84% 9,219.44 3.11% 14,813.53
May 3,465,956.55 302.97 (38,600.00) (201,979.58) 3,225,679.94 -5.83% 8,940.03 -5.57% 13,988.48
June 3,225,679.94 25,518.78 (21,250.00) 250,774.54 3,480,723.26 7.77% 8,959.75 8.05% 15,114.84
July 3,480,723.26 235.23 (29,000.00) (244,546.82) 3,207,411.67 -7.03% 8,935.35 -6.77% 14,091.71
August 3,207,411.67 (9,000.00) 393,721.76 3,592,133.43 12.28% 9,084.19 12.56% 15,861.43
September 3,592,133.43 (65,282.60) 3,526,850.83 -1.82% 9,510.96 -1.55% 15,615.17
October 3,526,850.83 1,286.44 (123,123.86) 500,534.39 3,905,547.80 14.19% 9,929.68 14.47% 17,875.25
November 3,905,547.80 (10,000.00) 126,302.13 4,021,849.93 3.23% 10,591.00 3.51% 18,501.80
December 4,021,849.93 7,348.38 (61,797.83) 337,694.46 4,305,094.94 8.40% 11,124.80 8.67% 20,106.48
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 376,798.93 (698,083.95) 752,969.23
[(L) Pro Forma Annual Rate of Return: 25.10%]
</TABLE>
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
13
<PAGE>
<TABLE>
Michael J. Frischmeyer SUPPLEMENTAL INFORMATION
ICL Managed Account Program PRO FORMA PERFORMANCE RECORD
Under Fremont Fund Fee Schedule
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K)
Pro Forma Pro Forma Pro Forma Pro Forma
Beg. Net Net Trading End. Net Rate of Accrual for Annual Int- Rate of Continuous
Month Assets Additions Withdrawals Results Assets Return 15% Fee erest 4% Return Value of
Investment
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1993
January 4,305,094.94 73,914.44 (248,150.00) 192,418.99 4,323,278.37 4.47% 11,527.51 4.74% 21,058.99
February 4,323,278.37 13,000.00 (6,000.00) 387,130.93 4,717,409.30 8.95% (37,387.67) 12,078.36 8.37% 22,821.44
March 4,717,409.30 (8,000.00) 1,059,621.28 5,769,030.58 22.46% (158,943.19) 14,009.88 19.39% 27,246.44
April 5,769,030.58 32,118.86 (224,900.00) 737,454.82 6,313,704.26 12.78% (110,618.22) 16,142.53 11.15% 30,283.15
May 6,313,704.26 10,000.00 (119,082.03) 642,234.37 6,846,856.60 10.17% (96,335.16) 17,582.51 8.92% 32,985.84
June 6,846,856.60 4,460.06 (52,000.00) 1,831,758.09 8,631,074.75 26.75% (274,763.71) 20,678.52 23.04% 40,586.54
July 8,631,074.75 176,000.00 (280,900.00) 2,920,344.18 11,446,518.93 33.84% (438,051.63) 26,823.67 29.07% 52,385.34
August 11,446,518.93 50,000.00 (307,000.00) (2,319,311.14) 8,870,207.79 -20.26% 347,896.67 27,143.15 -16.99% 43,487.32
September 8,870,207.79 120,000.00 (51,600.00) 42,873.25 8,981,481.04 0.48% (6,430.99) 23,849.86 0.68% 43,782.91
October 8,981,481.04 (55,500.00) (11,465.93) 8,914,515.11 -0.13% 23,909.05 0.14% 43,843.57
November 8,914,515.11 81,500.00 (24,000.00) (134,237.61) 8,837,777.50 -1.51% 23,717.06 -1.24% 43,300.00
December 8,837,777.50 5,126.37 (311,825.57) 1,348,060.88 9,879,139.18 15.25% (180,353.60) 25,005.80 13.50% 49,143.61
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 566,119.73 (1,688,957.60) 6,696,882.11
[(L) Pro Forma Annual Rate of Return: 144.42%]
1994
January 9,879,139.18 180,550.63 (192,400.00) (1,265,598.22) 8,601,691.59 -12.81% 24,690.39 -12.56% 42,970.73
February 8,601,691.59 316,402.58 (50,000.00) 430,695.06 9,298,789.23 5.01% 23,915.04 5.29% 45,241.79
March 9,298,789.23 636,000.00 (117,197.44) (331,151.96) 9,486,439.83 -3.56% 25,097.07 -3.29% 43,752.73
April 9,486,439.83 12,000.00 (93,000.00) (62,072.86) 9,343,366.97 -0.65% 25,156.62 -0.39% 43,582.47
May 9,343,366.97 147,000.00 (30,000.00) 1,309,155.67 10,769,522.64 14.01% 26,870.82 14.30% 49,814.41
June 10,769,522.64 33,211.63 (212,667.53) (534,096.04) 10,055,970.70 -4.96% 27,822.86 -4.70% 47,472.64
July 10,055,970.70 130,000.00 (93,000.00) 1,268,348.59 11,361,319.29 12.61% (122,292.04) 28,613.50 11.68% 53,018.07
August 11,361,319.29 598,313.78 (126,000.00) 810,535.40 12,644,168.47 7.13% (121,580.31) 32,071.33 6.35% 56,382.77
September 12,644,168.47 41,000.00 (277,000.00) (272,564.34) 12,135,604.13 -2.16% 40,884.65 33,105.78 -1.57% 55,497.29
October 12,135,604.13 19,953.44 (34,000.00) 325,895.48 12,447,453.05 2.69% (48,884.32) 32,842.96 2.55% 56,914.29
November 12,447,453.05 430,000.00 (70,000.00) 24,175.31 12,831,628.36 0.19% (3,626.30) 33,772.85 0.44% 57,162.67
December 12,831,628.36 475,000.00 (105,868.97) (636,416.75) 12,564,342.64 -4.96% 52,510.62 33,929.02 -4.29% 54,712.61
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 3,019,432.06 (1,401,133.94) 1,066,905.34
[(L) Pro Forma Annual Rate of Return: 11.33%]
1995
January 12,564,342.64 336,988.06 (277,672.56) (87,339.38) 12,536,318.76 -0.70% 33,534.48 -0.43% 54,478.32
February 12,536,318.76 15,000.00 (62,110.75) (955,879.41) 11,533,328.60 -7.62% 32,157.05 -7.37% 50,464.15
March 11,533,328.60 420,000.00 (81,841.85) (602,979.72) 11,268,507.03 -5.23% 30,463.25 -4.96% 47,959.10
April 11,268,507.03 19,492.48 (90,395.72) (1,160,705.75) 10,036,898.04 -10.30% 28,464.02 -10.05% 43,140.25
May 10,036,898.04 201,262.88 (28,737.12) (683,837.91) 9,525,585.89 -6.81% 26,135.48 -6.55% 40,313.33
June 9,525,585.89 (4,000.00) (381,377.57) 9,140,208.32 -4.00% 24,937.50 -3.74% 38,804.84
July 9,140,208.32 90,000.00 (18,000.00) 557,451.71 9,769,660.03 6.10% 25,263.58 6.38% 41,278.76
August 9,769,660.03 1,762,340.07 11,532,000.10 18.04% 28,459.02 18.33% 48,845.25
September 11,532,000.10 293,542.39 (54,000.00) 3,300,250.79 15,071,793.28 28.62% (548,534.38) 35,542.67 24.17% 60,651.04
October 15,071,793.28 10,000.00 (11,500.00) 1,102,463.65 16,115,867.75 7.31% (165,369.55) 41,666.72 6.49% 64,589.71
November 16,115,867.75 270,000.00 (156,000.00) (547,883.31) 15,681,984.44 -3.40% 82,182.50 42,481.93 -2.63% 62,893.52
December 15,681,984.44 200,000.00 (180,000.00) 3,549,258.80 19,251,243.24 22.63% (532,388.82) 46,670.79 19.54% 75,180.03
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 1,856,285.81 (964,258.00) 5,851,761.97
[(L) Pro Forma Annual Rate of Return: 37.41%]
1996
January 19,290,194.08 334,092.65 (544,881.50) 200,863.58 19,280,268.81 1.04% (37,876.02) 51,530.14 1.11% 76,292.91
February 19,280,268.81 363,000.01 (12,000.00) 393,190.23 20,024,459.05 2.04% (76,483.59) 52,511.12 1.92% 77,753.92
March 20,024,459.05 670,000.00 (142,000.00) (1,854,075.95) 18,698,383.10 -9.26% 114,359.61 51,733.72 -8.43% 71,199.57
April 18,698,383.10 120,000.00 (680,000.00) 6,195,723.51 24,334,106.61 33.14% (740,355.21) 57,491.41 29.48% 92,191.40
May 24,334,106.61 65,000.00 (50,000.00) (3,184,625.78) 21,135,556.10 -13.09% 477,693.87 60,747.47 -10.87% 82,166.16
June 21,135,556.10 95,000.00 (37,500.00) (1,259,008.10) 19,934,048.00 -5.95% 188,851.22 54,868.99 -4.80% 78,219.14
July 19,934,048.00 41,271.00 (57,500.00) 455,591.28 20,373,410.28 2.28% (68,338.69) 53,850.76 2.21% 79,949.99
August 20,402,235.01 80,000.00 (10,000.00) (2,625,247.92) 17,847,087.09 -12.87% 393,787.19 51,101.09 -10.69% 71,405.84
September 17,847,087.09 0.00 (9,000.00) (2,010,332.93) 15,827,754.16 -11.26% 301,549.94 44,989.59 -9.32% 64,749.03
October 15,827,754.16 48,000.00 (44,500.00) 673,736.63 16,504,990.79 4.26% (101,060.49) 43,196.55 3.89% 67,268.48
November 16,504,990.79 42,000.00 0.00 (229,193.26) 16,317,797.53 -1.39% 34,378.99 43,851.25 -0.91% 66,653.21
December 16,317,797.53 35,000.00 (25,500.00) (575,193.67) 15,752,103.85 -3.52% 86,279.05 42,845.39 -2.73% 64,831.15
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 1,893,363.66 (1,612,881.50)(3,818,572.38)
[(L) Pro Forma Annual Rate of Return: -14.08%]
</TABLE>
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
14
<PAGE>
<TABLE>
Michael J. Frischmeyer SUPPLEMENTAL INFORMATION
ICL Managed Account Program PRO FORMA PERFORMANCE RECORD
Under Fremont Fund Fee Schedule
<CAPTION>
(A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K)
Pro Forma Pro Forma Pro Forma Pro Forma
Beg. Net Net Trading End. Net Rate of Accrual for Annual Int- Rate of Continuous
Month Assets Additions Withdrawals Results Assets Return 15% Fee erest 4% Return Value of
Investment
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997
January 15,752,103.88 276,271.10 (115,155.03) (529,488.99) 15,383,730.96 -3.36% (37,876.02) 41,597.48 -3.34% 64,428.48
February 15,383,730.96 129.46 (45,217.48) (397,866.17) 14,940,776.77 -2.59% (76,483.59) 40,513.54 -2.82% 62,611.54
March 14,940,776.77 1,050.00 (45,300.00) (236,160.25) 14,660,366.52 -1.58% 114,359.61 39,547.13 -0.55% 62,266.84
April 14,660,366.52 160,000.00 (86,300.00) (761,368.61) 13,972,697.97 -5.19% 288,732.60 38,253.77 -2.96% 60,421.89
May 13,972,697.91 121,000.00 (237,360.16) 210,592.09 14,066,929.84 1.51% (31,588.81) 37,460.94 1.55% 61,357.95
June
July
August
September
October
November
December
- ---------- ------------- ---------- ------------ -------------- ------------- ------- ------------ ----------- --------- ----------
Totals 558,450.56 (529,332.67) (1,714,291.93)
[(L) Pro Forma Annual Rate of Return: -5.36%]
</TABLE>
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
THE COMPOSITE PERFORMANCE ANALYSIS INCLUDES ACCOUNTS IN EXISTENCE FROM 1981
THROUGH THE PRESENT.
15
<PAGE>
SUPPLEMENTAL INFORMATION
ASSUMPTIONS UNDERLYING
THE PRO FORMA PERFORMANCE RECORD
COMPILED UNDER FREMONT FUND FEE SCHEDULE
Data appearing in pro forma table columns A, B, C, D, E, F and G is
original data. The Rate Of Return column, G, shows the monthly rate of
return for the accounts comprising the original data. Column H contains the
monthly pro forma accruals for the 15% of New Trading Profits to be paid to
the CTA as an incentive fee. Column I contains the monthly interest earned
by Fremont Fund assuming that 80% of the average monthly balance earns
interest at an annual rate of 4%. Columns J and K are a derived Rate Of
Return and Value Of Investment, incorporating columns H and I with the
original data in columns A, B, C, D, E, and F.
The assumptions used in the pro forma performance table are as follows:
1. The accounts summarized in columns A through G pay round-turn trading
commissions averaging $70.00 per contract, exchange fees on the Chicago Board
Of Trade, and NFA fees, but incur no other costs. The CBOT exchange fees and
NFA fees have a negligible impact on the rate of return generated by the
accounts.
2. The CTA trades at the rate of 2700 contracts / $1,000,000 / year. (225
contracts / month)
3. Assumptions 1 and 2 cause the original accounts to pay 18.9% of equity in
trading commissions annually. ((2700*70)/1,000,000)=18.9%
4. Fremont Fund pays trading costs set an annual rate of 12% of assets.
Included in this charge are all trading commissions, exchange fees, clearing
fees, floor brokerage fees, NFA fees, and give-up fees.
5. Fremont Fund pays the General Partner a management fee of 0.165% of assets
at each month-end for an annual rate of 1.98%. Fremont also pays the
Commodity Trading Advisor a management fee of 0.33% of assets at each
month-end for an annual rate of 3.96%.
6. Fremont Fund pays the CTA an incentive fee of 15% of New Trading Profits,
paid quarterly.
7. Under assumptions 4 and 5, Fremont Fund will pay 12% of assets, annually,
as trading costs and 5.94% of assets, annually, as a management fee to the
General Partner and Commodity Trading Advisor, equal an annual load very
similar to the annual load paid in trading commissions by the original
accounts. (12%+5.94%= 17.94%) vs. 18.9%
8. The pro-forma adjustment for the incentive fee of 15% of New Trading
Profits paid to the CTA is made in column H.
9. Annual interest at the assumed rate of 4% on 80% of Fremont Fund assets is
made in column I.
The information concerning the CTA was supplied by the Advisor and,
although such information is believed by the General Partner to be complete
and correct, no independent investigation has been made to verify the facts
stated herein by the General Partner or by any other person on behalf of the
Partnership.
THE PRO FORMA RESULTS ARE HYPOTHETICAL ONLY AND SHOULD NOT BE USED OR
CONSIDERED AS ESTIMATES OF THE RESULTS TO BE ACHIEVED BY THE PARTNERSHIP IN
THE FUTURE. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
16
<PAGE>
SUPPLEMENTAL INFORMATION
FOOTNOTES TO
PRO FORMA PERFORMANCE RECORD
COMPILED UNDER FREMONT FUND FEE SCHEDULE
A. Month designates the period to which the table entries relate.
B. Beginning Net Assets is equal to the ending net asset value of the
previous period and represents the total assets minus total liabilities,
determined in accordance with generally accepted accounting principles, with
each position in a commodity interest accounted for at fair market value.
C. Additions represents additional trading funds provided to the CTA during
the period by clients.
D. Withdrawals represents trading funds withdrawn by clients during the
period.
E. Net Trading Results takes into account all trading profits and losses,
brokerage commissions and all other expenses, and represents the change in
net asset value, net of additions and withdrawals.
F. Ending Net Assets represents beginning net asset value plus or minus
additions, withdrawals, and net trading results.
G. Rate Of Return is computed by dividing net trading results by beginning
net asset value for the period. The CTA believes this method of computation
most accurately reflects the true performance results. Subsequent to 1990,
for months when additions or withdrawals exceed ten percent of beginning net
assets, the Time-Weighting Of Additions And Withdrawals method is used to
compute rates of return. To date, the month of November, 1991, is the only
period requiring such adjustment.
H. Pro Forma Accrual For 15% Fee represents the pro forma monthly accrual to
Net Trading Results, as shown in column E, to accrue the 15% of New Trading
Profit to be paid to the CTA by Fremont Fund. Whenever the cumulative Net
Trading Results achieve a new high value, a debit equaling 15% of the new
increment is accrued, and paid to the CTA at the end of each quarter.
Negative fees, shown as positive entries in this column, will occur
I. Pro Forma Annual Interest 4% represents interest earnings to the Fremont
Fund assuming interest is earned at an annual rate of 4% on a balance
equaling 80% of the average of the beginning net assets and ending net assets
for each month.
J. Pro Forma Rate Of Return is computed by dividing net trading results,
adjusted for the pro forma accrual for the CTA 15% incentive fee and the
interest accrual, by beginning net asset value for the period. The CTA
believes this method of computation most accurately reflects the true
performance results. Subsequent to 1990, for months when additions or
withdrawals exceed ten percent of beginning net assets, the Time-Weighting Of
Additions And Withdrawals method is used to compute rates of return. To date,
the month of November, 1991, is the only period requiring such adjustment.
K. Pro Forma Continuous Value Of Investment assumes an investment of $1,000.
00 in January of 1981. For each month, the value of the investment is
adjusted by the pro forma rate of return for that month, providing a
continuous performance record from January 1, 1981, to the present.
L. Pro Forma Annual Rate Of Return shows the percentage change between the
figure shown in column K for December of the current year and the figure
shown in column K for December of the previous year.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. NO
REPRESENTATION IS MADE THAT THE COMMODITY ACCOUNT WILL ACHIEVE RESULTS EQUAL
TO THOSE SET FORTH.
17
<PAGE>
SUPPLEMENTAL INFORMATION
PRO FORMA PERFORMANCE RECORD
[GRAPH--See explanation below]
EXPLANATION OF GRAPH *
The Pro Forma Performance Record graph shows the Pro Forma Continuous Value
of Investment of column (K) from the previous table. It shows the month-end
value of a pro forma $1,000 investment made Jan. 1, 1981. The Commodity
Trading Advisor has client accounts which have been in existence continuously
throughout the period reflected in the Pro Forma graph.
The following annual rates of return have been computed by dividing the
change in the Pro Forma Value of Investment during each calendar year by the
Pro Forma Value of Investment at the previous year-end.
1981 -26.93% 1990 -7.30%
1982 4.10% 1991 -0.42%
1983 107.07% 1992 25.10%
1984 197.75% 1993 144.42%
1985 -1.52% 1994 11.33%
1986 -36.07% 1995 37.91%
1987 106.43% 1996 -14.08%
1988 76.32% 1997 -5.36%
1989 54.81%
THE PRO FORMA RESULTS ARE HYPOTHETICAL ONLY AND SHOULD NOT BE USED OR
CONSIDERED AS ESTIMATES OF THE RESULTS TO BE ACHIEVED BY THE PARTNERSHIP IN
THE FUTURE. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
* The fee structure of the Fund is relfected in the above graph.
18
<PAGE>
<F5>**************************************************************************
FREMONT FUND, LIMITED PARTNERSHIP EXHIBIT D
UNITS OF LIMITED PARTNERSHIP INTEREST
SUBSCRIPTION INSTRUCTIONS
Any person considering subscribing for
Units should carefully read and review the Prospectus.
The Units are speculative and involve a high degree of risk. No person
may invest more than 10% of his or her liquid net worth (exclusive of home,
furnishings and automobiles) in the Partnership. No entity-and, in particular,
no ERISA plan-may invest more than 10% of its liquid net worth (readily
marketable securities) in the Partnership.
A Subscription Agreement and Power of Attorney Signature Page (the
"Signature Page") is attached to these Subscription Instructions and the
following Subscription Agreement and Power of Attorney. The Signature Page is
the document which you must execute if you wish to subscribe for Units. One
copy of such Signature Page should be retained by you for your records and the
others delivered to your Registered Representative.
FILL IN ALL OF THE INFORMATION ON THE ATTACHED SIGNATURE PAGE, USING
BLACK INK ONLY, AS FOLLOWS
Item 1 - Enter the dollar amount (no cents) of the purchase.
Items 2, 3 - Enter the Social Security Number or Taxpayer ID Number
and check the appropriate box to indicate the type of
individual ownership desired or of the entity that is
subscribing. In the case of joint ownership, either
Social Security Number may be used.
The Signature Page is self-explanatory for most ownership types;
however, the following specific instructions are provided for certain of the
ownership types identified on the Signature Page:
Trusts-Enter the trust's name on Line 4 and the trustee's name on Line
5, followed by "Ttee." If applicable, use Line 8 also for the custodian's
name. Be sure to furnish the Taxpayer ID Number of the trust. Custodian Under
Uniform Gifts to Minors Act-Complete Line 4 with the name of minor followed by
"UGMA." On Line 8, after the custodian's name followed by "Custodian." Be sure
to furnish the minor's Social Security Number. Partnership or Corporation-The
partnership's or corporation's name is required on Line 4. Enter a partner's
or officer's name on Line 5. Be sure to furnish the Taxpayer ID Number of the
partnership or corporation. A subscriber who is not an individual must provide
a copy of documents evidencing the authority of such entity to invest in the
Partnership.
Item 8 - The investor(s) must execute the Subscription Agreement
and Power of Attorney Signature Page and review the
representations relating to backup withholding tax or
non-resident alien status underneath the signature and
telephone number lines in Item 9.
Item 9 - Registered Representative must complete.
The Selling Agent's copy of the Subscription Agreement and Power of Attorney
Signature Page may be required to be retained in the Branch Office.
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
UNITS OF LIMITED PARTNERSHIP INTEREST
BY EXECUTING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
SUBSCRIBERS ARE NOT WAIVING ANY RIGHTS UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934
SUBSCRIPTION AGREEMENT AND
POWER OF ATTORNEY
Pacult Asset Management, Incorporated
General Partner ____________________________
2990 W. 120 Social Security Number or
P. O. Drawer C Taxpayer ID Number
Fremont, IN 46737
Dear General Partner:
1. Subscription For Units. I hereby subscribe for the number of Limited
Partnership Units ("Units") in Fremont Fund, Limited Partnership (the "Fund")
set forth below (minimum $15,000) in the Subscription Agreement and Power of
Attorney Signature Page, at the Net Asset Value per Unit as set forth in the
Prospectus (the "Prospectus") of the Partnership dated August 12, 1995 and the
Post Effective Amendment Number One to the Prospectus dated July 25, 1997 (the
"Amendment"). The undersigned's check payable to "Fremont Fund, Limited
Partnership" in the full amount of the undersigned's subscription (additional
investments above $15,000 may be made in multiples of $1,000 or at month-end
Net Asset Value per Unit as described in the Prospectus and the Amendment), is
transmitted with the Subscription Agreement and Power of Attorney Signature
Page. The General Partner may, in its sole and absolute discretion, accept or
reject this subscription, in whole or in part. If this subscription is
accepted, subscribers will earn additional Units in lieu of interest earned
on the undersigned's subscription during any period of time, if any, such
subscription is held in escrow. If this subscription is rejected, all funds
remitted by the undersigned will be returned, together with any interest
earned from escrow, if any. All subscriptions once submitted are irrevocable.
2. Representations and Warranties of Subscriber. I have received a copy of
the Prospectus and Amendment no less than five days prior to the effective
date of my purchase. I understand that by submitting this Subscription
Agreement and Power of Attorney I am making the representations and warranties
set forth in "Exhibit C - Subscription Requirements" contained in the
Prospectus, including, without limitation, representations and warranties
relating to my net worth and annual income.
3. Power of Attorney. In connection with my acceptance of an Interest in the
Partnership, I do hereby irrevocably constitute and appoint the General
Partner, and its successors and assigns, as my true and lawful Attorney-in-
Fact, with full power of substitution, in my name, place and stead, to (i)
file, prosecute, defend, settle or compromise litigation, claims or
arbitration on behalf of the Partnership; and, (ii) make, execute, sign,
acknowledge, swear to, deliver, record and file any documents or instruments
which may be considered necessary or desirable by the General Partner to carry
out fully the provisions of the Limited Partnership Agreement of the
Partnership, which is attached as Exhibit A to the Prospectus, including,
without limitation, the execution of the said Agreement itself and by
effecting all amendments permitted by the terms thereof. The Power of
Attorney granted hereby shall be deemed to be coupled with an interest and
shall be irrevocable and shall survive, and shall not be affected by, my
subsequent death, incapacity, disability, insolvency or dissolution or any
delivery by me of an assignment of the whole or any portion of my interest in
the Partnership.
4. Irrevocability; Governing Law. I hereby acknowledge and agree that I am
not entitled to cancel, terminate or revoke this subscription or any of my
agreements hereunder after the Subscription Agreement and Power of Attorney
have been submitted (and not rejected) and that this subscription and such
agreements shall survive my death or disability. This Subscription Agreement
and Power of Attorney shall be governed by and interpreted in accordance with
the laws of the State of Indiana.
5. Suitability and Acceptance of Risks. In addition to the suitability
requirements set forth in Exhibit C, I represent and warrant to the General
Partner and Selling Agent that (i) I have the capacity of understanding the
fundamental aspects of the Partnership (or, if I do not have such fundamental
understanding, I have so advised the Selling Agent of such fact); and, (ii) I
understand the fundamental risks and possible financial hazards of an
investment in the Partnership (disclosed in the Prospectus and Amendment under
"Risk Factors" identified on the face page, in the Summary, and described in
the Prospectus at page 9), including, but not limited to, the lack of
liquidity of my investment in the Partnership, the management and control by
the General Partner, and the tax consequences of the investment.
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
Units of Limited Partnership Interests
Subscription Agreement and Power of Attorney
Signature Page
The investor named below, by execution and delivery of this Subscription
Agreement and Power of Attorney, by payment of the purchase price for Limited
Partnership Interests (the "Units") in Fremont Fund, Limited Partnership (the
"Partnership"), and by enclosing a check payable to "Fremont Fund, Limited
Partnership", hereby subscribes for the purchase of Units, at the next month
end Net Asset Value per Unit.
The named investor further, by signature below, acknowledges receipt of the
Prospectus of the Partnership dated August 12, 1996, as amended, and the Post
Effective Amendment to the Prospectus dated July 25, 1997 no less than five
(5) days prior to the acceptance of the subscription by the General Partner or
the purchase of Units in the Partnership and that such Prospectus and
Amendment include the Partnership's Limited Partnership Agreement, and the
Subscription Requirements and the Subscription Agreement and Power of Attorney
set forth therein, the terms of which govern the investment in the Units being
subscribed for hereby.
By my signature below, I represent that I satisfy the requirements relating to
net worth and annual income as set forth in Exhibit C to the Prospectus.
1) Total $ Amount _________ (minimum of $15,000, unless lowered to less than
$15,000 but not less than $5,000 by the General Partner; $1,000 minimum
for investors making an additional investment)
2) Social Security Number _____-___-_____ Taxpayer ID # ___________________
Taxable Investors (check one):
__ Individual Ownership __ Trust other than a Grantor or Revocable Trust
__ Joint Tenants with Right of Survivorship __Estate __UGMA/UTMA (Minor)
__ Tenants in Common __Community Property __Partnership __Corporation
__ Grantor or Other Revocable Trust
Non-Taxable Investors (check one):
__ IRA __ Profit Sharing __ IRA Rollover __Defined Benefit
__ Pension __ Other (specify) __ SEP
3) Investor's Name __________________________________________________________
4) __________________________________________________________________________
Additional Information (for Estates, Trusts and Corporations)
5) Resident Address
of Investor _________________________________________________________
Street (P.O. Box not acceptable) City State Zip Code
6) Mailing Address
(if different) _________________________________________________________
Street City State Zip Code
7) Custodian Name
& Mailing Address_________________________________________________________
Street (P.O. Box not acceptable) City State Zip Code
SIGNATURE(S) - DO NOT SIGN WITHOUT FAMILIARIZING YOURSELF WITH THE INFORMATION
IN THE PROSPECTUS AND AMENDMENT, INCLUDING: (I) THE FUNDAMENTAL RISKS AND
FINANCIAL HAZARDS OF THIS INVESTMENT, INCLUDING THE RISK OF LOSING YOUR ENTIRE
INVESTMENT; (II) THAT THE PARTNERSHIP IS THE FIRST CLIENT ACCOUNT TO TRADE IN
THE FREMONT FUND PORTFOLIO; (III) THE PARTNERSHIP'S SUBSTANTIAL CHARGES; (IV)
THE PARTNERSHIP'S HIGHLY LEVERAGED TRADING ACTIVITIES; (V) THE LACK OF
LIQUIDITY OF THE UNITS; (VI) THE EXISTENCE OF ACTUAL AND POTENTIAL CONFLICTS
OF INTEREST IN THE STRUCTURE AND OPERATION OF THE PARTNERSHIP; (VII) THAT
UNITHOLDERS MAY NOT TAKE PART IN THE MANAGEMENT OF THE PARTNERSHIP; AND (VIII)
THE TAX CONSEQUENCES OF THE PARTNERSHIP.
8) INVESTOR(S) MUST SIGN
X_______________________________________________________
Signature of Investor Date Telephone No.
X_______________________________________________________
Signature of Investor Date
Executing and delivering this Subscription Agreement and Power of Attorney
shall in no respect be deemed to constitute a waiver of any rights under the
Securities Act of 1933 or under the Securities Exchange Act of 1934.
UNITED STATES INVESTORS ONLY
I have checked the following box if I am subject to backup withholding under
the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: 0.
Under the penalties of perjury, by signature above I hereby certify that the
Social Security Number or Taxpayer ID Number set forth in Item 2 above is my
true, correct and complete Social Security Number of Taxpayer ID Number and
that the information given in the immediately preceding sentence is true,
correct and complete.
NON-UNITED STATES INVESTORS ONLY
Under the penalties of perjury, by signature above, I hereby certify that (a)
I am not a citizen or resident of the United States or (b) (in the case of an
investor which is not an individual) the investor is not a United States
corporation, partnership, estate or trust: 0.
9) REGISTERED REPRESENTATIVE MUST SIGN
I hereby certify that I have informed the investor of all pertinent facts
relating to the: risks; tax consequences; liquidity and marketability;
management; and control of the Managing Owner with respect to an investment
in the Units, as set forth in the Prospectus and Amendment. I have also
informed the investor of the unlikelihood of a public trading market
developing for the Units. I do not have discretionary authority over the
account of the investor.
I have reasonable grounds to believe, based on information obtained from the
investor concerning his/her investment objectives, other investments,
financial situation and needs and any other information known by me, that an
investment in the Partnership is suitable for such investor in light of
his/her financial position, net worth and other suitability characteristics.
The Registered Representative MUST sign below in order to substantiate
compliance with Article III, Section 34 of the NASD's Rules of Fair
Practice.
X_______________________________________________________
Registered Representative Signature Date
X_______________________________________________________
Office Manager Signature Date
(if required by Selling Agent procedures)
10) REGISTERED REPRESENTATIVE 11) SELLING AGENT
Name: Shira Del Pacult Name: Futures Investment Company
Address: 2990 W. 120 Address: 2990 W. 120
Fremont, IN 46737 Fremont, IN 46737
Tel. Number: (219) 833-1306 Tel. Number: (219) 833-1306
<PAGE>
<F6>**************************************************************************
POST EFFECTIVE AMENDMENT NUMBER ONE TO FORM S-1
Registration No. 33-96292
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS OR
ANY POST EFFECTIVE AMENDMENT THERETO
Item 13. Other Expenses of Issuance and Distribution.
(b) The Selling Agreement between Futures Investment Company and the
Registrant contains an indemnification from the General Partner to the
effect that the disclosures in the Prospectus and this Amendment are in
compliance with Rule 10b5 and otherwise true and complete. This
indemnification speaks from the date of the first offering of the Units
through the end of the applicable statute of limitations. The
Partnership has assumed no responsibility for any indemnification to
Futures Investment Company and the General Partner is prohibited by the
Partnership Agreement from receiving indemnification for breach of any
securities laws or for reimbursement for insurance for coverage for any
such claims. See Article X, Section 10.4 (b) and (e).
(d) There are no indemnification agreements which are not contained in the
Limited Partnership Agreement attached as Exhibit A, the Selling
Agreement or the Clearing Agreement.
Item 16. Exhibits and Financial Statement Schedules.
The following documents (unless indicated) are filed herewith and made a
part of this Registration Statement:
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document Date Filed
<S> <C> <C>
(1) - 01 Selling Agreement dated March 12, 1996, among the Partnership, the
General Partner, and World Invest Corporation, the Broker/Dealer. March 12, 1996
(1) - 02 Selling Agreement dated July 22, 1997, among the Partnership, the July 30, 1997
General Partner, and Futures Investment Company, the Broker/Dealer.
(2) None
(3) - 01 Articles of Incorporation of the General Partner August 28, 1995
(3) - 02 By-Laws of the General Partner August 28, 1995
(3) - 03 Board Resolution of General Partner to authorize formation of
Indiana Limited Partnership August 28, 1995
(3) - 04 Amended and Restated Agreement of Limited Partnership of the
Registrant dated January 15, 1996
(included as Exhibit A to the Prospectus). July 17, 1996
(3) - 05 Indiana Secretary of State acknowledgment of filing of Certificate
of Limited Partnership April 11, 1996
(3) - 06 Certificate of Limited Partnership, Designation of Registered Agent
and Certificate of Initial Capital filed with the Indiana Secretary
of State on January 12, 1996 April 11, 1996
(4) - 01 Amended and Restated Agreement of Limited Partnership of the
Registrant dated January 15, 1996
(included as Exhibit A to the Prospectus). July 17, 1996
(5) - 01 Opinion of The Scott Law Firm relating to the legality of the
Partnership Units. August 28, 1995
(6) Not Applicable
(7) Not Applicable
(8) - 01 Opinion of The Scott Law Firm with respect to Federal income tax
consequences. March 12, 1996
(9) None
1
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(10) - 01 Form of Advisory Agreement between the Partnership and the CTA
(included as Exhibit F to the Prospectus) August 28, 1995
(10) - 02 Form of New Account Agreement between the Partnership and the FCM March 12, 1996
(10) - 03 Form of Subscription Agreement and Power of Attorney
(included as Exhibit D to the Prospectus). March 12, 1996
(10) - 04 Escrow Agreement among Escrow Agent, Underwriter, and the
Partnership. (included as Exhibit E to the Prospectus). August 28, 1995
(10) - 05 Introducing Broker Clearing Agreement dated the 19th day of October,
1995, by and between The Chicago Corporation as futures commission
merchant (the "FCM") and Futures Investment Co. as introducing
broker (the "IB") April 11, 1996
(11) Not Applicable - start-up business
(12) Not Applicable
(13) Not Required
(14) None
(15) None
(16) Not Applicable
(17) Not Required
(18) Not Required
(19) Not Required
(20) Not Required
(21) None
(22) Not Required
(23) - 01 Consent of Frank L. Sassetti & Co., Certified Public Accountants July 30, 1997
(23) - 02 Consent of James Hepner, Certified Public Accountant August 28, 1995
(23) - 03 Consent of The Scott Law Firm. July 30, 1997
(23) - 04 Consent of Michael J. Frischmeyer, CTA July 30, 1997
(23) - 05 Consent of World Invest Corporation August 5, 1996
(23) - 06 Consent of Escrow Agent August 28, 1995
(23) - 07 Consent of The Chicago Corporation June 7, 1996
(23) - 08 Consent of Futures Investment Company July 30, 1997
(24) None
(25) None
(26) None
(27) Not Applicable
(28) Not Applicable
(99) - 01 Subordinated Loan Agreement for Equity Capital April 11, 1996
(99) - 02 Representative's Agreement between World Invest Corporation and
Shira Del Pacult dated December 10, 1992 June 7, 1996
(99) - 03 Representative's Agreement between Futures Investment Company and
Shira Del Pacult dated July 28, 1997 June 7, 1996
</TABLE>
(b) Financial Statement Schedules.
No Financial Schedules are required to be filed herewith.
Item 17. Undertakings.
(a) (1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental: change in the information set forth in the
registration statement;
2
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The General Partner has provided an indemnification to World
Invest Corporation, the best efforts selling agent. The Partnership (issuer)
has not made any indemnification to World Invest Corporation.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant including, but not limited to, the General Partner pursuant to the
provisions described in Item 14 above, or otherwise, the Registrant had been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any such action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
3
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******************************************************************************
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the General
Partner of the Registrant has duly caused this Post Effective Amendment
Number One to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont in the State
of Indiana on the 17th day of July, 1997.
PACULT ASSET MANAGEMENT, INC. FREMONT FUND
BY PACULT ASSET MANAGEMENT, INC.
GENERAL PARTNER
By: MS. SHIRA PACULT By: MS. SHIRA PACULT
MS. SHIRA PACULT MS. SHIRA PACULT
PRESIDENT PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement Post Effective Amendment Number One has been signed
below by the following person on behalf of Pacult Asset Management, Inc.,
General Partner of the Registrant in the capacities and on the date indicated.
MS. SHIRA PACULT
MS. SHIRA PACULT Date: July 17, 1997
PRESIDENT
(Being the principal executive officer, the principal financial and
accounting officer and the sole director of Pacult Asset Management, Inc.,
General Partner of the Fund)
FREMONT FUND SELLING AGREEMENT
THIS AGREEMENT dated this 22nd day of July, 1997, by and between Fremont Fund,
Limited Partnership, an Indiana Limited Partnership, (the "Fund") of 2990 W.
120, Fremont, IN 46737 and Pacult Asset Management, Incorporated, its general
partner, (the "General Partner"); and, Futures Investment Company ("FIC" or
"Selling Agent") and any other selling agents appointed by the General Partner
to serve as additional selling agents ("Additional Selling Agents"), (FIC and
the Additional Selling Agents are collectively referred to as "Sales Agents").
WITNESSETH:
WHEREAS, the Fund was organized by a limited partnership agreement (the
"Limited Partnership Agreement") evidenced by a Certificate of Limited
Partnership filed with the Indiana Secretary of State on January 12, 1995, to
engage in speculative trading of futures, options on futures and other
commodity interests described in the Fund's offering document dated the 12TH day
of August, 1996, as amended, from time to time, (the "Prospectus") by which the
Fund has offered and continues to sell up to $5,000,000 of limited partnership
interests ("Units"); and
WHEREAS, FIC was approved as a broker dealer by the National Association of
Securities Dealers, Inc. (the "NASD") to sell Units in the Fund effective July
23, 1997; and
WHEREAS, the Fund and the Sales Agents mutually desire the Sales Agents to
promote, solicit, and complete the sale of Units to customers identified by
them upon the terms and in reliance upon the representations, warranties and
agreements set forth herein; and
WHEREAS, the General Partner desires to compensate the registered
representatives of the Sales Agents who are qualified to receive commodity
commissions, by the payment of a percentage of the fixed commission based upon
a percentage of equity in lieu of round turn commissions (hereinafter such
payments are called "Trailing Commissions") earned by the General Partner in
consideration of said registered representatives and associated persons
providing service to investors sold by the Sales Agents to the extent they
remain investors in the Fund; and
WHEREAS, the President of the General Partner, individually, and FIC, as
Broker/Dealer, have entered into a separate agreement to define their
activities related to the marketing and sale of security and commodity
products;
NOW THEREFORE, the parties hereto, intending to be legally bound hereby and in
consideration of the mutual covenants contained herein, agree as follows:
I. Appointment of Sales Agents. The Fund hereby engages FIC to serve as the
Selling Agent and to appoint, with the approval of the General Partner of the
Fund, other NASD registered broker dealers to serve as Selling Agents, on a
non-exclusive, best efforts basis, to solicit, obtain applications and orders
for the purchase of Units in the Fund by investors who meet the suitability
1
<PAGE>
standards established in the Prospectus and by applicable law upon the terms
and conditions described in the Prospectus and this Agreement. It is
understood that the Sales Agents have no commitment or obligation to make a
market or otherwise support the price of Units other than to use their best
efforts to attempt to make such sales.
A. Duties of Sales Agents. The Sales Agents agree, subject to a $5,000,000
maximum upon total sales, including sales commissions, to offer and sell Units
in the Fund until termination of the offering as provided in this Agreement or
the Prospectus, on the following terms and conditions:
1. Comply With Offering Procedures. Sales Agents agree to take those steps
deemed necessary or desirable by legal counsel to the Fund to comply with all
laws and procedures applicable to the offering of Units for sale in the
jurisdictions selected by the Fund and Sales Agents. Sales Agents shall use
only the sales and advertising literature specifically supplied and authorized
by the General Partner.
2. Suitability Standards. Sales Agents will comply with Appendix F of the
Rules of Fair Practice of the NASD. Specifically to procure information and
documentation from each subscriber solicited by its registered representatives
to prove that the sale of Units solicited by it shall not be transmitted to the
General Partner for acceptance unless said Sales Agent has reasonable grounds
to believe, on the basis of information obtained from the subscriber concerning
his investment objectives, other investments, financial situation and needs,
and any other information known by the Sales Agents, that the subscriber is:
(i) in a financial position appropriate to enable him to realize to a
significant extent the benefits of the Fund described in the Prospectus; and,
(ii) the subscriber has a fair market net worth sufficient to sustain the risks
inherent in the program, including loss of investment and lack of liquidity;
and (iii) the Units are otherwise a suitable investment for the subscriber.
3. Subscriptions and Redemption. During the Offering Period, all qualification
documentation, subscriptions for Units, and checks for payment for Units shall
be delivered by the Sales Agents to the General Partner of the Fund for review
and acceptance. All checks shall be made payable to "Fremont Fund, Limited
Partnership" and will be accepted for investment in the Fund effective on the
next admission date by the General Partner or, within 24 hours after receipt,
will be returned by the General Partner to the Sales Agents together with an
explanation of the reason for the refusal of the acceptance. Subscriptions
will be accepted as described in the Prospectus. The Sales Agents may not
accept cash for the sale of Units. Checks not made payable as described in the
Prospectus and above will be returned to the Sales Agents.
B. Prospectus Review. Sales Agents hereby affirm that they have reasonable
grounds to believe that all material facts related to the Fund have been
adequately and accurately disclosed to them and that such facts are sufficient
for them to provide prospective investors with a basis for evaluating the
merits of an investment in the Fund. In making the foregoing affirmation,
Sales Agents may make reference specifically to the following descriptions in
the Prospectus:
2
<PAGE>
(i) the Risk Disclosure Statement; (ii) the items of compensation relating to
the Fund set forth under "Fees, Compensation And Expenses"; (iii) certain tax
aspects of an investment in the Fund set forth under "Summary of Income Tax
Consequences"; (iv) the financial condition and experience of the General
Partner set forth under "General Partner"; and, (v) the risk factors relating
to an investment in the Units set forth under "Risk Factors". Sales Agents
agree to maintain files to disclose and preserve the basis upon which the
determination of suitability for investment in the Fund was reached as to each
subscriber solicited by it for a period of not less than six years. The basis
for determining suitability may include the Subscription Agreement and Power of
Attorney and other certificates submitted by subscribers upon which the Sales
Agents and the Fund may rely, absent actual knowledge of or a reason to believe
any information contained in such documents is inaccurate.
C. Payments to Sales Agents. Sales Agents will be paid a one time sales
commission of six percent (6%) of the gross subscriptions for all Units sold by
the Sales Agents at the time of acceptance of the sale by the General Partner.
The General Partner may, but is not obligated to, waive the sales commission in
certain circumstances, from time to time. The General Partner shall pay a
portion of the fixed commodity commission, after payment of expenses, as
Trailing Commissions to its associated persons on terms it shall negotiate with
such persons. The term expenses means the amounts paid by the General Partner
for clearing charges and fees to the FCM and other Clearing Brokers, the Cash
FX Firm, if any, the Exchanges, and the NFA. The method and the amount of such
commissions or fees paid by the General Partner to its associated persons and
the Sales Agents shall be determined solely by negotiations between the General
Partner its associated persons and the Sales Agents; provided, however, no such
change shall be made to permit a retroactive adjustment to Trailing Commissions
previously paid. Any such adjustment in rate of Trailing Commissions must have
equal application to all Sales Agents. Such fees and charges paid by the Fund
to the General Partner are described in detail in the Prospectus.
D. Continuing Service. In consideration of the payment of Trailing Commissions
related to the trade of commodities by the General Partner to the associated
persons, who are Commodity Futures Trading Commission registered, such
associated persons agree to provide services to the Fund, to investors in the
Fund, and the General Partner. Such services shall include, but not limited
to, preparation of projections of methods to be used and costs to identify
accredited investors to solicit, establishment of promotion budget for delivery
of information regarding the Fund to registered representatives of the Sales
Agents who are not commodity registered, inquiring of the General Partner of
the Fund, from time to time, at the request of an owner of Units to determine
the net asset value of a Unit, the commodity markets traded, the advisors
utilized, the Fund performance, and assisting, at the request of the General
Partner, in the transfer and redemption of Units sold by the sales agents.
II. Fund Support to the Sales Effort. The Fund will provide sales literature,
memorandum, telephone consultations and any other reasonable services to
support the selling efforts of the Sales Agents.
3
<PAGE>
A. Customer Support. The Fund will provide copies of all communications
required to keep the investors sold by the Sales Agents informed of the
performance of the Fund and required by law to be distributed to the purchasers
of Units sold by the Sales Agents, including, but not limited to, the monthly
and the annual audited financial statements for the Fund. In addition, the
General Partner shall provide prompt redemption and professional courteous
response to requests made for service made directly to the General Partner by
investors sold by the Sales Agents.
B. Customers Protected. The Fund, General Partner and their affiliates agree,
on a best efforts basis, to not solicit or do business with any customer or any
person referred by a person sold by the Sales Agents. If such business is
done, knowingly or unknowingly, all sales and Trailing Commission payable as a
result of sales to customers of Sales Agents or persons referred by customers
of Sales Agents will be paid to the Sales Agents as provided in this Agreement
for those Units sold to those accounts. In the event of a common prospect,
whoever signs the customer up first receives the commission and the right to
future referrals. The documentation used by the customer will identify the
sales person and control the determination of who made the sale and, whenever
possible, the customer will not be involved in the dispute. The General
Partner will use its best efforts to keep the names of the customers and
prospects of the Sales Agents confidential.
III. Representations by All Parties. Each party hereto represents the
following to all other parties to this Agreement.
Legal Compliance. The Parties hereto will use their best efforts to comply
fully with all applicable laws and the rules of the National Association of
Securities Dealers (the "NASD"), the Securities and Exchange Commission (the
"SEC"), the Commodity Futures Trading Commission (the "CFTC"), the National
Futures Association (the "NFA") and state securities administrators of the
several states and various other jurisdictions applicable to each of them in
regard to their activities under this Agreement which in any way effects the
offer and sale of Units.
A. Authority to Act. The Fund and each corporation which is a party to this
agreement represents to the others that it is duly organized and validly
existing under the laws of the state of its formation, is a member in good
standing of the self regulating organizations, if any, which regulate the sale
of Units, have all the registrations, licenses and permits required to perform
its duties hereunder, and have the full power and authority to act in its
capacity in the manner contemplated by this Agreement and as described in the
Prospectus. This Agreement has been duly and validly authorized, executed and
delivered on behalf of each party hereto and is a valid and binding agreement,
enforceable in accordance with its terms. Each party has been afforded the
opportunity to be represented by legal counsel of its choice.
B. No Breach of Agreements. The entry of this Agreement will not cause a
default of any other agreement to which any party hereto is a party. No party
to this Agreement is in breach of any agreement to which it is a party which
will be material to its performance under this Agreement nor will any party
during the term of this Agreement be in contravention of or default under any
order, law or regulation binding upon it. The execution and delivery of this
Agreement, consummation of the transactions herein contemplated and compliance
with the terms hereof will not constitute or result in a default under or
contravene any provision by any party of the limited partnership agreement or
any other agreement, order, law or regulation related to the Fund.
4
<PAGE>
IV. Representations of the Fund. The Fund represents and warrants to the Sales
Agents that:
A. All Material Facts Disclosed. The Prospectus contains all material
statements and information required to be included therein by the Securities
Act of 1933 and the Commodity Exchange Act, both as amended, from time to time,
and the rules and regulations promulgated under such Acts; will conform in all
material respects with the requirements of such Acts and the rules and
regulations thereunder; and will not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which such statements were made, not misleading; provided, however, that
this representation and warranty shall not apply, with respect to the Sales
Agents, to any statements or omissions in the Prospectus, or any such amendment
or supplement, made in reliance upon and in conformity with information
furnished in writing to the Fund or the General Partner, by the Selling Agent
or the Fund's Advisors.
B. The Units are Valid. The Units, when issued and sold pursuant to the terms
hereof and of the Prospectus, will be validly issued, fully paid and not
subject to further call or assessment, and the Fund will apply the net proceeds
received from the issuance and sale of the Units in the manner set forth in the
Prospectus.
C. Other Agreements Valid. The customer agreement with each clearing broker
and/or foreign exchange clearing firm (the "Brokerage Agreements") and the
Power of Attorney granted to the commodity trading advisor has, to the best
knowledge of the General Partner after due inquiry, been duly and validly
authorized, executed and delivered on behalf of the Fund and the other party to
the agreement, and each is a valid and binding agreement of the Fund in
accordance with its terms, except to the extent that the exculpation and
indemnification provisions of such agreements may be limited by applicable law
or this Agreement.
D. Necessary Authority. The Fund has all necessary governmental, regulatory
and commodity exchange approvals and licenses and has effected all filings and
registrations required to conduct its business and perform its obligations as
described in the Prospectus. The Fund will use its best efforts to be and
remain qualified to offer and sell the Units in those jurisdictions in which
the Units will be offered. The Fund is not and, upon implementation or
consummation of the transactions contemplated by this Agreement and the limited
partnership agreement, will not be an investment company within the meaning of
the Investment Company Act of 1940, as amended.
V. The General Partner represents and warrants to the Fund and the Sales Agents
that:
5
<PAGE>
A. Government Authority. The General Partner has all governmental, regulatory
and commodity legal approvals and licenses and has effected all filings and
registrations including, without limitation, registration as a commodity pool
operator under the Commodity Exchange Act, as amended, and membership in NFA,
required to conduct its business as described in the Prospectus or required to
perform its obligations as described therein or under the limited partnership
agreement, the power of attorney to the CTA, this Agreement and the Brokerage
Agreements, and covenants that it will use its best efforts to maintain such
approvals, licenses, filings, registrations, and memberships in full force and
effect.
B. Contracts and Information Complete. The limited partnership agreement, the
power of attorney, the Brokerage Agreements and this Agreement have each been
duly authorized, executed and delivered by the General Partner, and each is
intended to be a valid and binding agreement of the General Partner in
accordance with its terms. All references and information concerning the
General Partner in the Prospectus supplied by it are accurate in all material
respects and, as to it, the Prospectus does not contain any misleading or
untrue statement of a material fact or omit to state a material fact which is
required to be stated or which is necessary to prevent the statements therein
from being misleading.
C. Compliance with Partnership Requirements. The General Partner will purchase
or subscribe for the Units of General Partnership Interest required of it as
disclosed in the Prospectus and will have a net worth equal to or in excess of
the requirements stated therein upon the offering described in the Prospectus
and upon admission to the Fund of all limited partners who purchase Units
during this Offering Period.
D. Fees and Costs Attendant to Fund Offering. The Fund will pay, or cause to
be paid, all costs and expenses associated with this offering of the Fund's
Units, including (i) the preparation, printing and filing of the Prospectus and
all amendments and supplements thereto with the appropriate Federal and state
regulatory agencies and the self regulatory agencies; (ii) the furnishing to
the Sales Agents of copies of the Prospectus and of other documents required to
be furnished, including costs of shipping and mailing; (iii) fees and
disbursements of legal counsel, accountants, and other experts in connection
with the transactions contemplated by this Agreement; and, (iv) any other
organization and offering expenses of the Fund associated with this Offering
Period. The General Partner may be reimbursed by the Fund to the extent of any
organization and offering expenses it has advanced. Each other party to this
Agreement shall bear all of its own expenses under this Agreement, including
fees and disbursements of its legal counsel, accountants and other experts.
VI. Representations of the Sales Agents. The Sales Agents represent to the
Fund and the General Partner as follows:
A. All Material Facts Disclosed. All facts disclosed to the Sales Agents by
the General Partner in regard to the due diligence of the General Partner
conducted by the Sales Agents, are true and correct, and the Sales Agents have
disclosed all material statements and information related to the Sales Agents
required to be disclosed to the General Partner by the Securities Act of 1933
and the Commodity Exchange Act, both as amended, from time to time, and the
rules and regulations promulgated under such Acts; and, (i) all information
furnished to the Fund or the General Partner or prospects and subscribers to
the Fund by the Sales Agents regarding the
6
<PAGE>
subscribers in the Fund will be complete, true and correct; and, (ii) all
information furnished by the Sales Agents to prospects and subscribers to the
Fund by the Sales Agents regarding the Fund will also be true and correct and
will be in reliance upon and only the information furnished in writing by the
General Partner or in the Prospectus.
B. Agreements Valid. The Sales Agents have the authority to enter into this
Agreement and all other agreements required to perform its obligations
hereunder.
C. Necessary Authority. The Sales Agents have all necessary governmental,
regulatory and commodity exchange approvals and licenses and has effected all
filings and registrations required to conduct its business and perform its
obligations as described in the Prospectus and this Agreement. The Sales
Agents will use their best efforts to be and remain qualified to offer and sell
the Units in those jurisdictions in which the General Partner and the Sales
Agents agree the Units will be offered.
D. Use of Discretionary Authority. Sales Agents will not make sales of Units
from a discretionary account over which it or any of its registered
representatives or the affiliates of any of them has control without prior
written approval of the customer in whose name such discretionary account is
maintained.
VII. Indemnification and Limits. The parties hereto agree to provide
indemnification upon the following terms and limits:
A. Indemnification from General Partner to Sales Agents. The General Partner
agrees to indemnify and hold harmless the Sales Agents and each person, if any,
who controls the Sales Agents within the meaning of Section 15 of the
Securities Act, from and against any and all losses, claims, damages,
liabilities and expenses including, but not limited to, any investigation,
legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted to which,
jointly or severally, they, or any of them, may become subject as a result of
any breach of fiduciary duty owed by the General Partner to the Fund or under
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Commodity Exchange Act, as amended, any other Federal or state
statutory or foreign law or regulation, at common law or otherwise, insofar as
such losses, claims, damages, liabilities or expenses or actions with respect
thereto arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus or any amendment or
supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; except insofar as any such untrue statement or omission
or alleged untrue statement or omission was made in the Prospectus, or any
amendment or supplement thereto, in reliance upon and in conformity with
information furnished in writing to the Fund expressly for use therein by the
Sales Agent or any other independent third party; provided, however, in no
event shall the General Partner's agreement to indemnify contained herein inure
to the benefit of the Sales Agents or any person controlling the Sales Agents
on account of any losses, claims, damages, liabilities, expenses or actions
arising from the sale of Units to any person by the Sales Agents if such
losses, claims, damages, liabilities, expenses or actions arise
7
<PAGE>
out of or are claimed to be based upon an untrue statement or omission or
alleged untrue statement or omission in a Prospectus if a subsequent Prospectus
or supplemental Prospectus shall correct, prior to the delivery to the Sales
Agents by such person of his subscription, the untrue statement or omission or
the alleged untrue statement or omission which is the basis of the loss, claim,
damage, liability, expense or action for which indemnification is sought, or a
copy of such subsequent Prospectus was not sent or given to such person
simultaneously with or prior to the receipt by the Sales Agents of such
person's subscription. In addition, this indemnification will not apply to any
claims asserted as a result of the alleged misstatement of fact by any other
party other than the General Partner or in the Prospectus, as amended, from
time to time.
B. Indemnification from Sales Agents to Other Parties. The Sales Agents agree
to indemnify and hold harmless the General Partner, the Fund, and each person,
if any, who controls any of them within the meaning of Section 15 of the
Securities Act, from and against any and all losses, claims, damages,
liabilities and expenses including, but not limited to, any investigation,
legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted to which,
jointly or severally, they, or any of them, may become subject under the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the Commodity Exchange Act, as amended, any other Federal or state
statutory or foreign law or regulation, at common law or otherwise, insofar as
the losses, claims, damages, liabilities or expenses indemnified against arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission which was made to a prospect or subscriber to Units by
the Sales Agents or either of them; provided, however, that the obligation of
the Sales Agents to indemnify the Fund or the General Partner, or any person
who controls them, hereunder shall be limited to the total price of the Units
sold by the Sales Agents.
C. Sales Agents Responsible for Payment of Commissions. Provided the General
Partner properly pays the Trailing Commissions to the Sales Agents, Sales
Agents agree to indemnify and hold harmless the Fund and the General Partner
from all claims, including attorney fees and costs, from any person who asserts
they are entitled to a portion of the Trailing Commissions paid to such Sales
Agent.
D. Limits upon Indemnification. The obligation to provide the above
described indemnification's are conditioned upon and subject to the following
limitations:
1. Provide Notice. As condition precedent to indemnification under this
Agreement, a party must, within ten days after receipt of information to inform
it of the existence of a potential claim or the commencement of any action,
suit or proceeding against it for which it will make a claim for
indemnification from another party under this Agreement, provide a complete
description of the claim and give notice to the indemnifying party of all facts
related to such claim including, but not limited to, sending a copy of all
papers served. The failure to provide such timely notice shall be a waiver of
indemnification under this Agreement but such omission shall not be a waiver of
any liability of any person under common law or statute or any other basis
other than under the indemnification provisions of
8
<PAGE>
this Agreement. In case any such action, suit or proceeding shall be brought
against any indemnified party and it shall have properly notified the
indemnifying party of such claim, the indemnifying party shall be entitled to
participate in the defense of such claim and, if it so elects, individually or
jointly with any other indemnifying party similarly notified, to assume the
defense thereof with counsel satisfactory to such indemnified party. After
notice from the indemnifying party to such indemnified party of its election to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses, other than reasonable costs
of investigation requested by the indemnifying party, subsequently incurred by
such indemnified party in connection with the defense thereof.
2. Legal Counsel. The indemnified party shall have the right to employ its own
counsel in any such action in which the indemnifying party has so assumed the
defense, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the employment of counsel by such indemnified
party has been authorized by the indemnifying party, (ii) the indemnified party
shall have reasonably concluded that there may be a conflict of interest
between the indemnifying party and the indemnified party in the conduct of the
defense of such action (in which case the indemnifying party shall not have the
right to direct the defense of such action on behalf of the indemnified party)
or (iii) the indemnifying party shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel shall be at the expense of the indemnifying party. An indemnifying
party shall not be liable for any settlement of any action or claim effected
without its consent. In the case of (ii) above, the indemnifying party, or the
indemnifying parties, if an indemnified party shall have a claim for
indemnification against more than one indemnifying party, shall not be liable
for the expenses of more than one separate counsel for the General Partner and
the Fund and any person who controls them within the meaning of Section 15 of
the Securities Act.
3. General Partner Liability Limitation. Any exculpation provisions of the
Limited Partnership Agreement shall not relieve the General Partner from any
liability it may have or incur to the Fund under this Agreement, nor shall the
General Partner be entitled to be indemnified by the Fund, pursuant to any
indemnification provisions contained in the Limited Partnership Agreement or
the Brokerage Agreements, against any loss, liability, damage, cost or expense
it may incur under this Agreement.
VIII. Termination. This Agreement may be terminated upon the following terms
and conditions:
A. Without Cause. This Agreement may be terminated without cause by any party
upon forty-five (45) days notice to the other parties.
B. With Cause. Any party may terminate this Agreement at anytime for cause
if the General Partner commits a breach of fiduciary duty owed to the Fund, any
domestic or international event, act or occurrence has materially disrupted, or
in the opinion of the General Partner will, in the immediate future, materially
disrupt the commodities markets; or, any party to this Agreement breaches a
material term of this Agreement including, but not limited to, fails to cure
any law or rule violation attendant to its right to perform under this
Agreement or makes any false statement or omission to any prospect or
subscriber of Units or required to be made under this Agreement.
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C. Payments after Termination. The General Partner will continue to pay Sales
Commissions and Trailing Commissions after termination of this Agreement, for
any reason, for all Units sold by the Sales Agents during the term of this
Agreement; provided, however, to receive trailing commissions, the Sales Agents
must continue to service the holders of Units after any such termination.
IX. General Provisions. The following general terms are to apply to this
Agreement.
A. Reference to Prospectus. The Sales Agents acknowledge receipt of a copy of
the draft Prospectus referred to above and, subject to the delivery by the
General Partner of all revisions, Amendments and Addendum thereto, together
with an opinion from counsel for the Fund that they are complete and that the
Units are available for sale in the states identified in the opinion of
counsel, the Sales Agents will distribute the offering in accordance with the
instructions of the General Partner. Terms not defined is this Agreement are
defined in the Prospectus.
B. Survival of Representations. The representations contained in this
Agreement made by any party shall survive the issue, sale and payment for the
Units hereunder and the termination of this Agreement as to all Units which
remain in the Fund. The fact a party may conduct a due diligence review to
determine the accuracy of one or all of the representations made in this
agreement shall not be deemed a waiver or apply estoppel or otherwise legally
affect such representation should at some later time any such representation be
proved untrue.
C. Independent Contractors. The parties hereto, subject to the procedures
established by the General Partner to preserve the legality of the offering and
to assure that all persons solicited will be pre-qualified as suitable to
become investors in the Fund, shall be free to exercise their independent
judgment as to the performance of their obligations under this agreement. The
parties hereto shall be free to devote whatever time they choose to any other
business of their choice. The Sales Agents are independent from the General
Partner and the Fund; the relationship of the Sales Agents with the General
Partner and the Fund are as independent contractors.
D. Successors and Assigns. This Agreement has been and is made solely for the
benefit of the parties hereto to the extent expressed herein, for the benefit
of persons controlling any of such parties hereto and the respective successors
and assigns of such controlling persons, and no other person shall acquire or
have any right under or by virtue of this Agreement.
E. Notices. Any notices under this Agreement shall be given or confirmed in
writing and sent registered or certified mail, postage prepaid, addressed as to
such person at the address in the caption of this Agreement or to such other
address as changed from time to time by any party hereto by written notice to
all other parties hereto.
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F. Entire Agreement. This Agreement contains the entire understanding of the
parties hereto with respect to the subject matter contained herein.
G. Arbitration. Any controversy or disagreement between the parties to this
Agreement shall be determined by binding arbitration in the City of Fremont,
State of Indiana, by a single arbitrator knowledgeable in the securities or
commodities business in accordance with the rules and regulations as
promulgated by the American Arbitration Association and judgment on any award
so made may be entered in any court having jurisdiction. In the event a party
is required to retain legal counsel to enforce or defend its rights under this
Agreement, the loser of any such dispute agrees to pay all costs including all
reasonable attorney fees and court costs, attendant to the protection of its
rights hereunder. Specifically, and not by way of limitation to the
foregoing, should either party lose an arbitration claim and subsequently file
a court action, such losing party shall pay the legal fees and costs of the
party defending the attempted avoidance of the arbitration award.
H. Applicable Law and Severability. This Agreement shall be governed by the
laws of the State of Indiana. If any of the provisions of this Agreement are
held unlawful, void or unenforceable, such event shall not affect the
enforceability of the remaining provisions.
I. Captions. All captions used herein are for convenience only, are not a
portion of this Agreement and are not to be used in construing or interpreting
any aspect of this Agreement.
J. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Fund, the General Partner, and the Sales Agent have
executed this Agreement on the day and year first above written.
Fremont Fund, Limited Partnership Pacult Asset Management, Inc.
By: Pacult Asset Management, Inc.
Its General Partner
BY: s/ Shira Del Pacult BY: s/ Shira Del Pacult
Shira Del Pacult Shira Del Pacult
President President
Futures Investment Company
By: s/ Michael Pacult
Michael Pacult
President
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CONSENT OF ROBERT W. KRONE, CPA
and FRANK L. SASSETTI & CO.
The undersigned, Robert W. Krone, CPA and Frank L. Sassetti & Co., hereby
consent to the use of the audit reports and certifications for the period
ended December 31, 1996, for Fremont Fund, Limited Partnership and Pacult
Asset Management, Inc. in the Post Effective Amendment Number One to
Form S-1.
The undersigned hereby further consents to inclusion of our names and the
other information under the section "Experts" in the Post Effective
Amendment Number One to Form S-1 registration statement to be filed with the
Securities and Exchange commission and the states to be selected by the
General Partner. Without further consent of the undersigned, the General
Partner will cause such changes to the Post Effective Amendment Number One
to Form S-1 as are appropriate in response to the comments of said Commission
and administrators and, thereafter, deliver the Prospectus to prospective
investors with respect to the offering of up to $5,000,000 aggregate amount
of limited partnership interest (the "Units") in Fremont Fund, Limited
Partnership.
Robert W. Krone, CPA
Robert W. Krone, CPA
Frank L. Sassetti & Co.
6611 West North Avenue
Oak Park, Illinois 60302
(708) 386-1433
Date: July 17, 1997
CONSENT BY LEGAL AND TAX COUNSEL
The Scott Law Firm, (the "Undersigned"), hereby consents to being named as
legal and tax counsel in the Post Effective Amendment Number One to Form
S-1 Registration Statement and the inclusion of the legal opinions rendered
by the Undersigned as Exhibits 5 and 8 thereto filed with the Securities
and Exchange Commission by the Fremont Fund, Limited Partnership, in
connection with a proposed offering of limited partnership interests (the
"Units") to the public as described in said Registration Statement.
William S. Scott
William S. Scott
The Scott Law Firm
5121 Sarazen Drive
Hollywood, FL 33021
(954) 964-1546
Facsimile (954) 964-1548
Florida Bar Number #947822
Dated: July 25, 1997
CONSENT AND CERTIFICATION
BY COMMODITY TRADING ADVISOR
1. Michael J. Frischmeyer, Commodity Trading Advisor, (the "Undersigned"
or "CTA"), hereby consents to being named as CTA in Post Effective
Amendment Number One to the Registration Statement on Form S-1 at number
33-96292 with the Securities and Exchange Commission by Fremont Fund,
Limited Partnership, (the "Fund") and to the states selected by the
General Partner of the Fund in connection with the offering and sale of
limited partnership interests (the "Units") to the public as described
in said Prospectus, as Amended.
2. I hereby certify that I furnished the statements and information set
forth in Post Effective Amendment Number One to the Registration
Statement on Form S-1 at number 33-96292 with respect to me and my track
record, and that such statements and information are accurate, complete
and fully responsive to the requirement of disclosure of my background,
trading history, and the information required to be supplied in Post
Effective Amendment Number One to the Registration Statement on Form S-1
at number 33-96292 and they do not omit any information required to be
stated therein with respect to me or my trading ability or methods or
risks which are necessary to make the statements and information
therein, not misleading.
3. I agree to continue to keep my track record in accordance with
applicable law and to supply such track record and all other
information, in the form required, to permit the General Partner, from
month to month, to keep the Partners of the Fund properly informed, as
required by law. The Undersigned agrees further to take those actions
reasonably required by any regulatory or tax authority to keep the Fund,
and its General Partner, in full compliance with all laws and
regulations applicable to the operation of the Fund.
Michael J. Frischmeyer
Michael J. Frischmeyer, CTA
Date: July 17, 1997
CONSENT AND CERTIFICATION BY UNDERWRITER
1. Futures Investment Company (the "Undersigned") hereby consents to being
named as underwriter in Post Effective Amendment Number 1 to the Form S-1
Registration Statement to be filed with the Securities and Exchange Commission
by Fremont Fund, Limited Partnership, in connection with a proposed offering
of limited partnership interests (the "Units") to the public as described in
said registration statement, as amended.
2. The Undersigned hereby certifies that it furnished the statements and
information set forth in the Post Effective Amendment Number 1 to the Form S-1
Registration Statement with respect to the Undersigned, its directors and
officers, that such statements and information are accurate, complete and
fully responsive to the requirement of Post Effective Amendment Number 1 to
the Form S-1 Registration Statement and do not omit any material information
required to be stated therein with respect of any such persons, or necessary
to make the statements and information therein, with respect to any of them,
not misleading.
3. If Preliminary Registration Statements are distributed, the Undersigned
hereby undertakes to keep an accurate and complete record of the name and
address of each person furnished a Registration Statement and, if such
Registration Statement is inaccurate or inadequate, in any material respect,
to furnish a revised Registration Statement to all persons to whom the
securities are to be sold at least 48 hours prior to the mailing of any
confirmation of sale to such persons, or to send such a circular to such
persons under circumstances that it would normally be received by them 48
hours prior to their receipt of confirmation of the sale.
Futures Investment Company
Michael Pacult
By: Michael Pacult
President
Date: July 17, 1997
FUTURES INVESTMENT COMPANY
REPRESENTATIVE'S AGREEMENT
THIS AGREEMENT, made at Fremont, Indiana, this 28th day of July, 1997,
between, FUTURES INVESTMENT COMPANY, hereinafter referred to as FUTURES
INVESTMENT and Shira Del Pacult, its Registered Representative, hereinafter
referred to as "Representative".
In consideration of the mutual covenants herein, the parties hereby agree as
follows:
I. APPOINTMENT Of REPRESENTATIVE
FUTURES INVESTMENT hereby appoints Representative to act as Sales
Representative in connection with the sales of registered and unregistered
securities. At all times you shall act as an independent contractor, nothing
contained in this agreement shall be construed to create the relationship of
employer and employee between you and us. Representative agrees not to hold
himself out as Officer, Director or employee of FUTURES INVESTMENT. Subject
to the terms conditions contained herein, in your capacity as an independent
contractor you shall represent us in soliciting application for the purchase
of securities of any investment company or other issuer for which we act as
dealer or underwriter, and you shall be free to exercise your own judgment as
to the persons whom you will solicit and the time, place and manner of
solicitation. You shall pay your expenses in connection with your business as
a Sales Representative hereunder.
II. BUSINESS ACTIVITIES OF REPRESENTATIVE.
Representative shall devote his/her best efforts to the performance of this
Agreement. FUTURES INVESTMENT will assist in obtaining the necessary license
and surety bonds for those States which require surety bonds and the
Representative shall bear the cost of these license and bonds Representative
shall not interview prospects or solicit application until he has secured all
licenses required by law and obtained a surety bond satisfactory to FUTURES
INVESTMENT. This Agreement shall terminate upon cancellation of such bond or
non-renewal or cancellation of any license which Representative is required to
have to perform this Agreement.
III. UNDERTAKING BY REPRESENTATIVE
(a) No Violation of FUTURES INVESTMENT's Interests. Neither during the period
of this Agreement nor thereafter shall Representative, (1) use any information
acquired by him/her during the period of this Agreement in a manner adverse to
the interests of FUTURES INVESTMENT or the issuer of a Security, or (2) do any
act to damage the good will of FUTURES INVESTMENT or such an issuer.
(b) Collections. Representative shall report and remit promptly all payments
for or security to FUTURES INVESTMENT without commingling the same with
his/her own funds.
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(c) Branch Office. Representative will act in the capacity of independent
contractor and will not perform any acts which would lead anyone to believe
FUTURES INVESTMENT has a full branch office at any other location except
FUTURES INVESTMENT's home office without written approval from FUTURES
INVESTMENT.
(d) Trafficking or Switching. Representative shall not make any agreement with
any person for repurchase or resale of a Security nor twist or switch
securities of any other company, or twist Insurance policies to the detriment
of the client.
(e) Sales Literature. Representative must obtain the specific written approval
of FUTURES INVESTMENT, before he/she may use any material concerning a
Security, the issuer thereof, or FUTURES INVESTMENT.
(f) Policies of FUTURES INVESTMENT. Representative shall abide by all rules,
regulations and policies of FUTURES INVESTMENT. These policies will be
considered matters of company policy and will be updated, changed, expanded
and deleted, from time to time, as deemed appropriate and will not alter or
supersede this contract.
(g) Authority Limited. Representative shall have no authority to alter or
amend the provisions of a Security nor to incur any, liability on behalf of
FUTURES INVESTMENT or the issuer of a Security.
(h) Compliance with Regulations. Representative agrees to explain fully all
facts pertinent to any security offered to a prospect and to simultaneously
deliver all required and necessary approved offering documentation in
connection therewith. Representative shall not make false statements, or
deliver broker dealer only materials, or misrepresent or omit to state
material facts to any client or prospective client. Representative shall
adhere to and abide by the rules and regulations of FUTURES INVESTMENT and the
rules of fair practice as prescribed by the NASD and shall comply with all
general rules and regulations promulgated under the Securities Act of 1933 and
the Securities Exchange Act of 1934, as amended, as well as with the
Securities and Exchange Commission Statement of Policy, all Federal Board
regulation and all securities acts and regulations of the states in which
Representative is licensed to transact business. Representative represents
that he/she is completely familiar with such regulations.
(i) Exclusive. Representative agrees that during the term of this Agreement,
he/she will not enter into any sales agency, brokerage or other agreement with
any dealer, or issuer of securities other than FUTURES INVESTMENT and that
he/she will not otherwise, directly or indirectly, place orders of any kind
with any such other person or entity without the prior express written consent
of FUTURES INVESTMENT.
(j) Notification and Approval. Representative will inform FUTURES INVESTMENT
in writing of any other financial planning product which he/she Intends to
sell, or service he/she intends to provide and will not offer said product or
service to the public without the prior written consent of FUTURES INVESTMENT.
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IV. COMMISSION PAYMENTS TO REPRESENTATIVE
Your sole compensation will be commission earned with respect to sale made
by you, but only In accordance with and subject to the applicable Commission
Schedule Issued by FUTURES INVESTMENT and In effect at the time of the sale.
Our Commission Schedules are subject to change from time to time by us without
the approval of Representative. Your commission are payable as set forth In
the Commission Schedule attached and made a part of this Agreement, subject to
receipt by us of full payment for the securities sold In the case of cash
sales, open account sales, or other voluntary Investment program sales and
receipt by us of the full dealer concession for the securities sold. You may
not assign, hypothecate or otherwise encumber your right to receive commission
without our prior written consent. All expense Incurred by Representative in
the solicitation and sale of investments hereunder shall be borne by the
Representative. Neither FUTURES INVESTMENT nor any Issuer of Investment units
shall be liable to Representative for the payment of commissions or expenses.
V. LOSS AND LIMITATIONS ON THE PAYMENT OF COMMISSIONS.
a) Violation of this Agreement. A breach by Representative of any provision
of this Agreement shall terminate this Agreement and Representative shall not
be entitled to receive any payment which he/she would otherwise be entitled to
receive from FUTURES INVESTMENT.
b) Claims, Controversies and Settlements. In event of any claim of
misrepresentation or the use of unfair or inequitable methods, or lack of
proper registration by Representative in regard to the sale of any Security
for which commission are or become due to Representative, or failure of
Representative to remit any collection, FUTURES INVESTMENT may withhold to the
extent it deems necessary, any commissions or other amount to which
Representative is or may become entitled, pending disposition or settlement of
such matter, and in the event it is established that representative was guilty
of wrong-doing FUTURES INVESTMENT may retain such withheld amounts and any
future amounts received to pay any such disposition or settlement. FUTURES
INVESTMENT may effect settlement with a Security holder or issuer in
accordance with its business judgment and refund in whole or in part any sum
paid by such a holder. Upon the making of a settlement or refund, whether or
not a claim or misrepresentation was made by a certificate holder or
stockholder, FUTURES INVESTMENT shall be entitle to charge back to
Representative the whole or such proportionate part of the withheld amounts.
Representative may not make any settlement or refund to a holder or
stockholder without the prior written approval of FUTURES INVESTMENT. As used
In this paragraph, settlement includes a cancellation of Security or any
adjustment made with a holder of a Security To the extent that FUTURES
INVESTMENT Incurs expense in excess of such withholding, Representative shall
be responsible for payment thereof upon written demand by FUTURES INVESTMENT,
Including any expenses In collecting the excess from Representative.
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c) Right of Offset. FUTURES INVESTMENT reserves the right to apply any sum
payable by FUTURES INVESTMENT to Representative against any indebtedness of
Representative to FUTURES INVESTMENT or for which FUTURES INVESTMENT may
become liable.
VI. TERMINATION.
Death, Disability or Retirement. This Agreement shall be terminate by death,
inability of Representative to perform duties under this Agreement due to
physical or mental disability or retirement of Representative. Proof of these
occurrences shall be in the form required by FUTURES INVESTMENT. FUTURES
INVESTMENT agrees that should Representative become unwilling or unable to
hold the registration(s) necessary to obtain such trailing commissions whether
through death, disability, or otherwise, that these commissions will then be
paid to her husband, Michael Pacult, who will then service the clients,
subject to his being properly registered with the necessary regulatory
agency(ies). If both Michael and Shira Pacult should become unwilling or
unable to hold the registration(s) necessary to obtain such trailing
commissions whether through death, disability or otherwise, FUTURES INVESTMENT
agrees that these commissions will then be paid to the person designated by
the Pacults or, in case of death, their heir(s) as designated in the Pacults'
testamentary documents, who will then service these clients, subject to their
being properly registered with the necessary regulatory agency(ies).
(a) Termination by the Parties. This Agreement may be terminated by FUTURES
INVESTMENT without Cause upon thirty (30) days written notice to
Representative and for Cause may be terminated immediately without prior
notice by FUTURES INVESTMENT. This Agreement may be terminated by
Representative upon written notice to FUTURES INVESTMENT. FUTURES INVESTMENT
agrees that all trailing commissions paid to FUTURES INVESTMENT by the issuer,
underwriter, sponsor or other distributor of direct participation securities
as a result of the solicitation and servicing of clients by Representative
will be paid to him/her, less the percentage to which FUTURES INVESTMENT is
entitled pursuant to the Commission Schedule in effect at the time such
commission payments are made. Should the relationship between FUTURES
INVESTMENT and Representative be terminated by either party for any reason,
FUTURES INVESTMENT consents to the payment of all such commissions to the
broker-dealer designated by him/her and agrees that it will instruct all
issuers, underwriters, sponsors or other distributors of such securities to
transfer all commission payments to the broker-dealer designated by him/her
within five days of such designation and request.
(b) Return of Records. Representative upon termination of this Agreement,
shall return to FUTURES INVESTMENT all supplies, books, video tapes, cards,
Customer records and all other materials and property furnished to him/her by
FUTURES INVESTMENT.
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VII. PRIOR AGREEMENTS. This Agreement shall supersede all former Agreement
which have existed between the parties hereto relative to the sale of
securities.
IN WITNESS WHEREOF, the parties have executed this agreement on the date first
above written.
FUTURES INVESTMENT COMPANY
By:_____________________________ _________________________________
Michael Pacult Shira Pacult
President
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