FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended: December 31, 1997
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Commission File number: 33-96292
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Fremont Fund, Limited Partnership
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(Exact name of registrant as specified in charter)
Indiana 35-1949364
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2990 W. 120
Fremont, IN 46737
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(Address of principal executive offices)
(219) 833-1306
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Registrant's telephone number
Securities registered pursuant to Section 12(b) of the Act:
Title of each class. Name of each exchange on which registered.
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None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [ ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sect 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing. None
There is no market for the Units of Partnership interests and none is expected
to develop. This is a commodity pool. The Units are registered to permit the
initial sale of Units at month end net asset value.
Documents Incorporated by Reference
Audited Financial Statements for Registrant dated April ____, 1997, filed with
the United States Securities and Exchange Commission within 90 days, as
extended by 15 days, of the year end December 31, 1996, at Registration No.
33-96292. [The audited financial statements have been delayed because of the
commitments of Durland & Company which are unrelated to the Fund].
Registration Statement and all amendments thereto filed with the United States
Securities and Exchange Commission at Registration No. 33-96292, particularly
the Prospectus dated August 12, 1996, and Post Effective Amendment No. 1 are
incorporated by reference to Parts I, II, III, and IV.
PART I
Item 1. Business
On August 12, 1996, Registrant, through the efforts of its General Partner,
commenced the sale of Limited Partnership Units at the price established by
the General Partner of $1,000 per Unit. The Units were sold and continued to
be offered through World Invest Corporation, a National Association of
Securities Dealers, Inc. registered broker dealer. In November, 1996, upon
the sale of a total of $600,000 in face amount of Units, the Registrant
terminated the escrow established to collect the initial sales proceeds and
commenced its principal business, the trading of commodities. It is
presently engaged in the trade of trade commodities and expects that activity
to be continuos.
Mr. Michael Frischmeyer, a National Futures Association registered commodity
trading advisor is the sole person authorized by the Registrant to select
trades. Mr. Frischmeyer is paid a management fee of four percent (4%) of
equity assigned to him to manage plus an incentive fee of fifteen percent
(15%) of New Net Profit, as that term is defined in the partnership agreement
which governs the operation of the registrant. The partnership agreement is
included as Exhibit A to the registration statement and is incorporated herein
by reference.
After the commencement of business, the sale of Limited Partnership Units were
made and continue to be made at an offering price determined at the end of
each month after consideration of all profits, losses and expenses incurred by
the Partnership. In April of 1997, sales of Units were suspended because the
broker dealer selected to make the sales elected, for reasons unrelated to the
Fund, to leave the broker dealer business. The Fund has selected Futures
Investment Company an NASD member broker dealer affiliated with the principal
of the General Partner as the successor broker dealer. Sales of Units are
expected to resume in the near future.
None of the purchasers of Limited Partnership Units have a voice in the
management of the Partnership. Reports of the Net Asset Value of the
Partnership are sent to all purchasers of Units at the end of each month.
The General Partner provides its management services for a management fee of
two percent (2%) per year payable at the rate of one-sixth of one percent
(1/6th of 1%) per month.
Futures Investment Company, an introducing broker which is Affiliated with the
General Partner provides all clearing costs, including pit brokerage fees,
which includes floor brokerage, NFA and exchange fees for one percent (1%) of
total equity per month [twelve percent (12%) per year] on deposit at The
Chicago Corporation, the independent futures commission merchant selected by
the General Partner to hold the funds of the partnership.
The business of the Partnership is regulated by the Commodity Futures Exchange
Commission pursuant to the Commodity Exchange Act. These legal safeguards are
not intended to protect investors from the risks inherent in the trading of
commodities. The trading of commodities is highly speculative and risky. For
a complete description of the risks and regulation of the business of the
Partnership, see the Registration Statement for the partnership on file with
the Securities and Exchange Commission at No. 33-96292, particularly the
Prospectus dated August 12, 1996, which is incorporated herein by reference.
Item 2. Properties
Registrant maintains the majority of its assets on deposit at The Chicago
Corporation, 208 South LaSalle Street, Chicago, IL 60604. The Chicago
Corporation is registered with the National Futures Association pursuant to
the Federal Commodity Exchange Act as a commodity futures commission merchant.
The trading of commodities is highly speculative and the Registrant is at
unlimited risk of loss, including the pledge of all of its assets, to the
trades made on its behalf of the commodity trading advisor in the commodity
markets.
Item 3. Legal Proceedings
There have been no legal proceedings against the Registrant, its General
Partner, or any of its Affiliates, directors or officers. Neither the
commodity trading advisor nor the commodity futures commission merchant
selected by the Registrant have had any legal proceedings against them, any of
its Affiliates, directors or officers which would materially effect the
operation of the Registrant or its business.
The Registrant is not aware of any threatened or potential claims or legal
proceedings to which the Registrant is a party or to which any of its assets
are subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matters occurred during the partial calendar year from the break of escrow
in November, 1996, to December 31, 1997, or to the date of filing of this Form
10-K which were submitted to or required a vote of the Partners. All of the
day to day management of the Registrant is performed by its corporate General
Partner. The Limited Partners, (sic the Security Holders), have no right to
participate in the management of the Partnership. All of their voting rights,
as defined in the Partnership Agreement, are limited to the selection of the
General Partner, amendments to the Partnership Agreement, and other similar
decisions.
PART II
Item 5. Market for Registrant's Limited Partnership Units
The Partnership desires to be taxed as a partnership and not as a corporation.
In furtherance of this objective, the Partnership Agreement requires a
security holder to obtain the approval of the General Partner prior to the
transfer of any Units of Partnership interest. Accordingly, there is no
market for the Units and none is likely to develop. The Partners must rely
upon the right of Redemption provided in the Partnership Agreement to
liquidate their interest.
The Partnership has less than 300 holders of its securities. Partners are
required to represent to the issuer that they are able to understand and
accept the risks of investment in a commodity pool for which no market will
develop and the right of redemption will be the sole expected method of
withdrawal of equity from the Partnership. See the Prospectus dated August
12, 1996, and the Post Effective Amendment No. 1 particularly the Partnership
Agreement attached as Exhibit A, incorporated herein by reference, for a
complete explanation of the right of redemption provided to Partners.
Item 6. Selected Financial Data
Registrant is not required to pay dividends or otherwise make distributions
and none are expected. The Partners must rely upon their right of redemption
to obtain their return of equity after consideration of profits, if any, and
losses from the Partnership. See the Prospectus dated August 12, 1996, and
Post Effective Amendment No. 1 incorporated herein by reference, for a
complete explanation of the allocation of profits and losses to a partners
capital account.
<TABLE>
Following is a summary of certain financial information for the Registrant for
the period from January 1, to December 31,1997. [The selected financial data
has been submitted to the auditors for review but was not released on the date
of this filing-The Fund will release the information as soon as it is
available.]
<S> <C>
1997
Realized Gains (Losses) .................................... $
Change in Unrealized Gains (Losses)
on Open Contracts ........................................
Interest Income ............................................
Management Fees ............................................
Incentive Fees .............................................
Net Income (Loss) ..........................................
General Partner Capital ....................................
Limited Partner Capital ....................................
Total Partnership Capital ..................................
Net Income (Loss) Per Limited and
General Partner Unit* ....................................
Net Asset Value Per Unit At
End of Year ..............................................
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* Based on weighted average units outstanding
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
The initial start-up costs attendant to the sale of partnership interests by
use of a Prospectus which has been filed with the Securities and Exchange
Commission are substantial. The results of the partial year 1996 reflected
the absorption of these costs by the Partnership.
The Partnership Agreement grants the right to the General Partner to select
the trading advisor or advisors and to otherwise manage the operation of the
Partnership. See the Prospectus dated August 12, 1996, incorporated by
reference herein, for an explanation of the operation of the Partnership.
For reasons unrelated to the Partnership, Frank L. Sassetti, & Co. elected to
stop of the audit of SEC clients. The general partner retained Durland & Co.,
Certified Public Accountants, 340 Royal Palm Way, Suite 201, Palm Beach, FL
33480, to conduct the audit of the Partnership and its General Partner for the
year ended December 31, 1997.
Item 8. Financial Statements and Supplementary Data.
The Partnership financial statements as of December 31, 1997, were prepared by
James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL 60635
and were audited by Durland & Co., Certified Public Accountants, 340 Royal
Palm Way, Suite 201, Palm Beach, FL 33480, were sent to each Partner, and are
incorporated herein by reference and are provided at Pages F-1 through F-____
of this Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
No disagreements with the accountants identified in Item 8 above or any other
experts selected by the Partnership in regard to the Prospectus dated August
12, 1996, the Post Effective Amendment No. 1, or the financial statements have
occurred since the formation of the Partnership on October 13, 1994, to the
date of filing of this Form 10-K.
The National Futures Association and the Commodity Futures Trading Commission
adopted rules and regulations which changed the disclosures required of
commodity pool operators during the years 1995 and 1996 which changed the
method of presentation of the pool expenses in the Prospectus included in the
Registration Statement from the date of the initial filing with the Securities
and Exchange Commission to the effective date on August 12, 1996. Registrant
used its best efforts to fully comply with all of these changes without
objection to or from its accountants and other experts selected to make and
audit these changes.
Part III
Item 10. Directors and Executive Officers of the Registrant
The Registrant is a Limited Partnership which acts through its corporate
general partner. Accordingly, the Registrant has no Directors or Executive
Officers.
The General Partner of the Registrant is Pacult Asset Management,
Incorporated, a Delaware corporation. The General Partner is registered as a
commodity pool operator pursuant to the Commodity Exchange Act and Ms. Shira
Del Pacult, age 41, is its sole shareholder, director, registered principal,
and executive officer. The background and qualifications of Ms. Pacult are
disclosed in the Prospectus dated August 12, 1996, incorporated herein by
reference. Ms. Pacult is also a registered representative with Futures
Investment Company, the broker dealer which will serve as underwriter of the
"best efforts" offering of the Units once sales are resumed.
Neither the General Partner nor Ms. Pacult have any prior experience in the
management of commodity pools.
Item 11. Executive Compensation.
The Registrant pays its General Partner a management fee of two percent (2%)
per year, payable monthly, to serve the Partnership in an executive capacity.
All operating costs related to management of the Partnership, including
compensation to Ms. Pacult, are paid from that management fee. The total paid
to the General Partner during the year 1997 was $___________. The total
incurred, including unpaid amounts as of December 31, 1996, was $____________.
Ms. Pacult also earns compensation from the sale of the Units through the
Affiliated selling broker and from the fixed commissions paid by the
Partnership to the Affiliated introducing broker. The amounts to be paid to
the affiliated companies which results in compensation to Ms. Pacult is
disclosed in the Prospectus dated August 12, 1996, as amended by Post
Effective Amendment No. 1 which is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The following partners own more than five percent (5%) of the total
equity of the partnership.
Name Percentage Ownership
Ondine Partnership 11.95%
(b) Pursuant to the terms of the Partnership Agreement and the offering, the
General Partner must maintain no less than one percent (1%) of the total
equity of the partnership. As of April 1, 1998, the General Partner owned
30.130838 Units of Limited Partnership interests.
(c) The Limited Partnership Agreement governs the terms upon which control of
the Partnership may change. No change in ownership of the Units will,
alone, determine the location of control. A vote of the limited partners
is required to change the control from the General Partner to another
general partner. Control of the management of the Partnership may never
vest in one or more Limited Partners. There were no changes in control of
the Partnership from inception of operations to the date of the filing of
this Form 10-K.
Item 13. Certain Relationships and Related Transactions.
The General Partner has sole discretion over the selection of trading
advisors. The Affiliated introducing broker is paid a fixed commission for
trades and, therefore, the General Partner has a potential conflict in the
selection of a trading advisor who makes few trades rather than produces
profits for the Partnership. This conflict and others are fully disclosed in
the Prospectus dated August 12, 1996, as amended by Post Effective Amendment
No. 1 which is incorporated herein by reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements
See Index to Financial Statements for the period ended December 31,
1997.
The Financial Statements begin on page F-1.
(b) 2. Financial Schedules
Not applicable, not required, or included in the Financial Statements.
(c) 3. Exhibits.
Incorporated by reference from Form S-1, and all amendments at file No.
33-96292 previously filed with the Washington, D. C. office of the
Securities and Exchange Commission, particularly, the Prospectus dated
August 26, 1996, and Post Effective Amendment No. 1.
<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
General Partner and Futures Investment Company, the Broker/Dealer July 28, 1997
(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 12, 1996
(included as Exhibit A to the Prospectus). April 11, 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). April 11, 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
(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 August 5, 1996
(23) - 02 Consent of James Hepner, Certified Public Accountant August 28, 1995
(23) - 03 Consent of The Scott Law Firm. August 5, 1996
(23) - 04 Consent of Michael J. Frischmeyer, CTA August 5, 1996
(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
(22) - 08 Consent of Futures Investment Company July 28, 1997
(23) - 09 Consent of Durland & Company To be supplied
(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 New Account Form for Futures Investment Company July 28, 1997
(99) - 04 Representative Agreement between Futures Investment Company and
Ms. Shira Del Pacult dated July 28, 1998 To be supplied
</TABLE>
(d) Reports on Form 8-K: none
(e) Exhibits filed herewith: none
(f) Financial Schedules filed herewith: not applicable, not required or
included with the financial statements
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 1997, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Fremont Fund, Limited Partnership
By Pacult Asset Management, Inc.
Its General Partner
Date: April 15, 1998 By: s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder
President and Treasurer
<TABLE> <S> <C>
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0
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