SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number ____33-96292______
Fremont Fund, Limited Partnership
---------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Indiana 35-1949364
- ------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5916 N. 300 West, Fremont, IN 46737
- ---------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (219) 833-1505
- ------------------------------------------------------------------------
Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred
Indicate by check [X] whether the registrant (1)has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
<PAGE>
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements for the Registrant for the third quarter
and nine months ended September 30, 1999, are attached hereto and made a part
hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
During the past quarter and in the future, Registrant, did and will, pursuant
to the terms of the Partnership Agreement, engage in the business of
speculative trading of the commodity futures and options markets through the
services of its commodity trading advisors.
The General Partner reopened the offering of limited partnership interests in
the Partnership ("Units") pursuant to Post Effective Amendments to its Form S-1
registration statement effective June 1, 1999. The Units are sold at the Net
Asset Value per Unit as of the end of the month in which subscriptions are
received by the General Partner. During the quarter, $175,750 in Units were
sold. The Partnership continues to offer Units for sale to the public. Bell
Fundamental Futures, LLC has served as the Partnership's commodity trading
advisor during the third quarter.
To obtain a return of invested capital or appreciation, if any, purchasers of
Units must look solely to the redemption feature of the Partnership or for the
General Partner, in its sole judgment, to elect to make distributions. There
is no current market for the Units sold and none is expected to develop nor is
the General Partner expected to make distributions.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
<PAGE>
Item 5. Other Information
The Partnership tax return was filed on April 9, 1999.
Item 6. Exhibits and Reports on Form 8-K
(a) None
(b) No reports on Form 8-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the
period ended September 30, 1999, to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: Fremont Fund, Limited Partnership
By Pacult Asset Management, Incorporated
Its General Partner
By: /s/ Ms. Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder,
President and Treasurer
Date: November 15, 1999
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999
GENERAL PARTNER:
Pacult Asset Management, Inc.
5916 N. 300 West
Fremont, Indiana 46737
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NINE MONTHS ENDED SEPTEMBER 30, 1999
TABLE OF CONTENTS
Page
Accountant's Compilation Report F-1
Financial Statements -
Balance Sheet F-2
Statement of Operations F-3
Statement of Partners' Equity -
For the nine months ended September 30, 1999 F-4
For the three months ended September 30, 1999 F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7 - F-11
<PAGE>
To The Partners
Fremont Fund, Limited Partnership
Fremont, Indiana
We have compiled the accompanying balance sheet of FREMONT FUND,
LIMITED PARTNERSHIP as of September 30, 1999, and the related statements of
operations, partners' equity and cash flows for the three months and nine
months then ended, in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We have not
audited or reviewed the accompanying financial statements and, accordingly,
do not express an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures
required by generally accepted accounting principles. If omitted disclosures
were included in the financial statements, they might influence the user's
conclusions about the Fund's financial position, results of operations, and
cash flows. Accordingly, these financial statements are not designed for
those who are not informed about such matters.
/s/ Frank L. Sassetti & Co.
November 10, 1999
Oak Park, Illinois
F-1
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
BALANCE SHEET
SEPTEMBER 30, 1999
ASSETS
Cash (Note 7) $177,803
United States Treasury Obligations (Note 6) 148,160
Accrued interest receivable 1,815
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 317,732
Net unrealized gain on open commodity
futures contracts (Note 8) 14,658
$660,168
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued commissions payable $ 9,922
Accrued management fees payable 9,380
Accrued incentive fees payable 4,758
Accrued accounting fees payable 1,708
Accrued auditing fees payable 3,845
Partner redemptions payable 9,888
Total Liabilities 39,501
PARTNERS' CAPITAL
Limited partners - (911.325 units) 600,064
General partner - (30.13 units) 20,603
Total Partners' Capital 620,667
$660,168
See accountants' compilation report.
F-2
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS
ENDED SEPTEMBER 30, 1999
Three Months Nine Months
Ended Ended
September 30, September 30,
1999 1999
REVENUES
Realized gain from trading in
futures $33,746 $ 64,817
Realized gain (loss) from trading
options (2,125) 2,390
Realized gain on exchange rate
fluctuation 31
Changes in unrealized gains on open
commodity futures contracts 12,408 14,658
Interest income 5,121 16,550
Total Revenues 49,150 98,446
EXPENSES
Commissions 13,076 44,791
Management fees 6,755 22,683
Incentive fees 4,757 6,709
Professional accounting and legal fees 10,975 25,392
Other operating and administrative
expenses 185 1,341
Total Expenses 35,748 100,916
NET INCOME (LOSS) $13,402 $ (2,470)
NET INCOME (LOSS) -
Limited partnership unit $18.23 $ (3.31)
General partnership unit $21.26 $ (0.35)
See accountants' compilation report.
F-3
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
Limited General Total
Partners Partners Partners' Equity
Amount Units Amount Units Amount Units
Balance -
December 31, 1998 $ 601,895 880 $ 20,613 30 $ 622,508 910
Additions of
301 units 179,910 301 179,910 301
Withdrawals of
270 units (179,281) (270) (179,281) (270)
Net loss (2,460) (10) (2,470)
Balance -
September 30, 1999 $ 600,064 911 $20,603 30 $ 620,667 941
Value per unit $659.26
Total partnership units 941.455
See accountants' compilation report.
F-4
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
Limited General Total
Partners Partners Partners' Equity
Amount Units Amount Units Amount Units
Balance -
June 30, 1999 $ 421,442 662 $19,962 30 $ 441,404 692
Additions of
264 units 175,750 264 175,750 264
Withdrawals of
15 units (9,889) (15) (9,889) (15)
Net income 12,761 641 13,402
Balance -
September 30, 1999 $ 600,064 911 $20,603 30 $ 620,667 941
See accountants' compilation report.
F-5
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS AND NINE MONTHS
ENDED SEPTEMBER 30, 1999
Three Months Nine Months
Ended Ended
September 30, September 30,
1999 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 13,402 $ (2,470)
Adjustments to reconcile net income
to net cash provided by operating
activities -
Changes in operating assets and
liabilities -
Equity in Commodity Future
Trading Accounts (171,328) (257,947)
Accrued interest receivable (838) 246
U. S. Treasury Obligations 155,182 405,672
Prepaid commissions 1,658
Accrued commissions payable 6,535 9,922
Management and incentive
fees payable 3,501 7,824
Accounting fees payable 372 402
Auditing fees payable 3,000 2,350
Due to partners (29,261) (374)
Net Cash Provided by
(Used in) Operating
Activities (19,435) 167,283
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 175,750 199,335
Syndication and registration costs (19,425)
Partner redemptions (9,889) (179,281)
Collection of new partner capital
receivable 25,000
Net Cash Provided by
(Used in) Financing
Activities 190,861 629
NET INCREASE IN CASH 171,426 167,912
CASH -
Beginning of period 6,377 9,891
End of period $ 177,803 $ 177,803
See accountants' compilation report.
F-6
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
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
current commodity trading advisor (CTA) is Bell Fundamental Futures, LLC,
who hase the authority to trade so much of the Fund's equity as is allocated
to it 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.
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.
Costs incurred for the current year registration with the
Securities and Exchange Commission were expensed in the financial statements
presented for the period ended June 30, 1999. In accordance with generally
accepted accounting principles, this report charges these costs against the
gross proceeds of the offering at the closing.
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.
F-7
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
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 three months
and nine months ended September 30, 1999 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.
F-8
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
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,
unrealized capital gain or loss on contracts marked to market, and ordinary
income or loss shall be allocated among the Partners, after having given
effect to the fees of the General Partner and the Commodity Trading Advisors
and each Partner's share of such items are includable in the Partner's
personal income tax return.
Redemption - No partner may redeem or liquidate any Units until 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. This
fee is to be applied first to pay organization and initial registration costs
of the Partnership and, thereafter, to the benefit of the other Partners in
proportion to their capital accounts.
o 4% if such request is received prior to the end of the
sixth month after the commencement of trading.
o 3% if such request is received during the seventh to
twelfth months.
o 2% if such request is received during the thirteenth to
eighteenth months.
o 1% if such request is received during the nineteenth to
twenty-fourth months.
o 0% thereafter.
F-9
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
4. FEES
The Fund is charged the following fees on a monthly
basis since the commencement of trading on November 14, 1996.
o A management fee of 4% (annual rate) of the Fund's net
assets allocated to each CTA to trade will be paid to each CTA and 2% of
equity to the Fund's General Partner.
o An incentive fee of 15% of "new trading profits" will be
paid to each CTA. "New trading profits" includes all income earned by each
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.
o 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
Certain trades executed by the Fund are denominated
in foreign currencies. Gains and losses on these transactions are recorded
as futures trading gains or losses at the U. S. dollar equivalent on the date
the trade is settled. Exchange rate fluctuation gain or loss is reflected
when residual amounts of foreign currencies are reconverted to U. S. dollars.
6. PLEDGED ASSETS
The U. S. Treasury Obligations and cash in trading
accounts are pledged as collateral for commodities trading on margin.
F-10
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
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 September 30. Open commodity contracts had
a gross contract value of $152,300 on long positions and $498,323 on short
positions at September 30, 1999.
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. However, short positions would be unlimited risk. The
unrealized gain on open commodity future contracts was $14,658.
F-11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 177,803
<SECURITIES> 1,815
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 660,168
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 660,168
<CURRENT-LIABILITIES> 39,501
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 660,168
<SALES> 0
<TOTAL-REVENUES> 98,446
<CGS> 0
<TOTAL-COSTS> 100,916
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,470)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
