As Filed with the Securities and Exchange Commission on March 31, 2000
Registration No. 33-96292
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST EFFECTIVE AMENDMENT NUMBER EIGHT 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)
5916 N. 300 West
Fremont, Indiana 46737
Telephone: (219) 833-1306
(address and telephone number of registrant's principal executive offices)
Ms. Shira Del Pacult
5916 N. 300 West
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. No sales have been
made since April, 1997.
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<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) The actual sales price per Unit will fluctuate each month to reflect
expenses and additions and subtractions for trading results.
The registrant hereby amends this registation statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a),
may determine.
<PAGE>
FREMONT FUND, LIMITED PARTNERSHIP
UNITS OF LIMITED PARTNERSHIP INTEREST
$5,000,000 of Units
Sold at Month End Net Unit Value(1)
Fremont Fund, Limited Partnership (the "Partnership") is an Indiana limited
partnership, which 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, without notice to the Limited
Partners, to employ, terminate and change the equity assigned to independent
trading managers ("Commodity Trading Advisors") to select trades. A
prospectus and this supplement 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 supplement updates the financial
statements of the Partnership and its General Partner, as well as the
performance information of the Partnership, the CTA and the other commodity
pools Affiliated with the principal of the General Partner. THESE SECURITIES
ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGE 9 OF THE PROSPECTUS DATED JUNE 1, 1999.
* Futures, commodity option, and forward trading are 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. Assuming Net Assets of $562,476 (as of January, 2000), the
General Partner estimates the Partnership must generate a 21.7% return on
investment during its first twelve months of trading to offset expenses and
approximately 24.71% to offset both expenses and redemption charges due on
Units redeemed as of the twelfth month after they are issued. If both
expenses and redemption charges are not offset, investors will not receive
any return on their investment. 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 Unit Value (the "Redemption Rights"). No public market for the
Units exists and none is expected to develop. See "No Right To Transfer
Units And Limited Ability To Realize Return On Investment", and
"Redemptions", and "The Limited Partnership Agreement, Redemptions".
* The Partnership does not expect to make distributions. Limited
Partners must rely on their limited right of transfer and redemption to
realize a return on their investment. See "No Right To Transfer Units -
Limited Ability To Realize Return On Investment", and "The Limited
Partnership Agreement, 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 limited 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 Net Asset Value 6% Net Asset Value
Total Maximum (4) $3,600,000 $216,000 $3,384,000
</TABLE>
See Notes on page i
FREMONT FUND, LIMITED PARTNERSHIP
5916 N. 300 West - Fremont, Indiana 46737
Telephone: (219) 833-1306
The date of this Prospectus is March 31, 2000
<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 Unit Value"), 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, 5916 N. 300
West, P.O. Box C, Fremont, Indiana 46737, (219) 833-1306, (the "Selling
Agent" or "FIC"), a National Association of Securities Dealers, Inc. ("NASD")
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, subject to waiver at the sole discretion of the General
Partner, 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) 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 $5,000,000 of Units 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.
The General Partner may accept or reject subscriptions within five (5)
business days of receipt. If a subscription is rejected it will be returned
to prospective subscribers as soon as practicable.
(4) The Partnership intends to sell a total of $5,000,000 in Units. As
$1,400,000 in Units have been sold pursuant to previous offerings, the
Maximum for this offering is $3,600,000, the difference between the value of
the previously sold Units and the $5,000,000.
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<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 JUNE 1, 1999 CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE
CHARGED THIS POOL AT PAGE 25 AND THIS SUPPLEMENT CONTAINS A STATEMENT OF THE
PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF
YOUR INITIAL INVESTMENT, AT PAGE 1.
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 SUPPLEMENT AND THE DISCLOSURE DOCUMENT DATED JUNE 1, 1999,
INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT
PAGE 9.
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.]
<PAGE>
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 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.
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.
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 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.
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<PAGE>
TABLE OF CONTENTS
COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT ii
NOTICE TO RESIDENTS OF ALL STATES iii
VARIOUS SPECIFIC STATE NOTICES iv
NOTICE TO CALIFORNIA INVESTORS iv
NOTICE TO OREGON INVESTORS v
NOTICE TO FOREIGN INVESTORS v
TABLE OF CONTENTS vi
EXPENSES PER UNIT OF PARTNERSHIP INTEREST FOR THE FIRST NEXT
12-MONTH PERIOD OF OPERATIONS 1
THE COMMODITY TRADING ADVISOR 2
BELL FUNDAMENTAL FUTURES, LLC 2
BUSINESS BACKGROUND 2
DESCRIPTION OF TRADING PROGRAM 3
PERFORMANCE RECORD OF THE COMMODITY TRADING ADVISOR 4
PERFORMANCE RECORD OF OTHER PROGRAMS SPONSORED BY THE GENERAL PARTNER 5
PERFORMANCE RECORD OF BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP 5
PERFORMANCE RECORD OF ATLAS FUTURES FUND, LIMITED PARTNERSHIP 5
[The balance of this page has been intentionally left blank.]
<PAGE>
Expenses Per Unit of Partnership Interest
For The First Next 12-Month Period Of Operations
Based Upon Current Based Upon Maximum
Net Asset Value Units To Be Sold
Units 882 Units 6,525 Units
($ 562,476) ($4,162,476)
Selling Price per Unit (1) $ 637.95 $ 637.95
Offering and Organizational Expenses (2) 64.63 8.74
General Partner's Management Fee 12.76 12.76
Trading Advisor's' Management Fees (3) 25.52 25.52
Trading Advisor's' Incentive Fees on New
Net Profits (4) 35.05 25.18
Brokerage Commissions and Trading Fees (5) 76.55 76.55
Selling Commission (6) 38.28 38.28
Redemption Fee (7) 19.14 19.14
Less Interest Income (8) (38.28) (38.28)
Amount of Trading Income Required to
Redeem Unit at $1,000. (9) $ 233.65 $ 167.89
Percentage of Initial Selling Price
Per Unit 36.63% 26.32%
Explanatory Notes:
(1) Investors purchase partnership interests at the previous month-end per
unit value of partnership interest. As of January, 2000, this was $637.95,
which is the value used in the table.
(2) Offering and organizational expenses include offering expenses of $52,000
and organizational expenses of $5,000, all of which have been paid by the
partnership. However, your share of these expenses will be deducted from
your account to reimburse the previously admitted partners.
(3) The commodity trading advisors are paid a monthly management fee of 1/3%
of the trading equity allocated to them.
(4) The commodity trading advisors each receive an incentive fee of 15% of
new net profits earned each quarter upon the trading equity assigned to them.
The $23.64 of incentive fees shown above is the amount the trading advisors
would earn if it produced enough profits to allow you to redeem your
partnership interests at the original price of $638 per unit of partnership
interest after one year.
(5) Brokerage commissions and trading fees are fixed by the general partner
at 1% monthly of our assets on deposit with the futures commission merchants.
For purposes of this calculation, we have assumed all our assets are
deposited with the futures commission merchants.
(6) A one time selling commission of 6% will be charged and paid to the
selling agent.
(7) The redemption fee of 3% is computed upon the assumed $638 value of the
redeemed partnership interest.
(8) We earn interest on margin deposits with the futures commission merchants
and on our bank deposits. Based on current interest rates, interest income
is estimated at 6% of our net assets.
(9) This computation assumes there will be no claims or extra-ordinary
expenses during the first year.
We do not represent that the above table will reflect our actual operating
expenses or interest income. There can be no assurance that our expenses
will not exceed the amounts projected or that there will not be claims or
extra-ordinary expenses.
Performance Record of the Partnership
The following capsule shows the past performance of the partnership for the
period from inception of trading in November, 1996, through January, 2000.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
Fremont Fund, Limited Partnership
Percentage Rate of Return
(Computed on a compounded monthly basis)*
Month 2000 1999 1998 1997 1996
January (0.94) (1.48) (1.48) (1.79) N/A
February 6.72 (0.92) 0.71 N/A
March (13.29) 0.74 (0.91) N/A
April (0.62) (3.46) (2.13) N/A
May 6.58 (2.30) (0.66) N/A
June (3.43) (5.39) (0.39) N/A
July 6.91 4.21 (0.65) N/A
August (5.07) 1.78 (2.57) N/A
September 1.82 0.07 (0.53) N/A
October 0.37 0.26 (0.76) N/A
November (1.20) (3.52) (1.09) (8.83)
December (1.49) (1.38) (2.13) 2.34
Year (0.94) (5.87) (11.15) (12.21) (6.69)
Name of Pool: Fremont Fund, LP
How Offered: Publicly offered pursuant to Form S-1 Registration Statement
Name of CTA: Bell Fundamental Futures, L.L.C.
Principal Protected: No
Date of Inception of trading: November, 1996
Aggregate Subscriptions: $1,400,000
Net Asset Value of the pool: $562,476 on total units outstanding: 882
NAV Per Unit: $637.95
Largest Monthly Draw-Down**: 3-99/13.29%
Worst Peak-to-Valley Draw-Down***: 11-96 to 4-99/38.10%
* 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.
The Commodity Trading Advisor
Bell Fundamental Futures, LLC
Bell Fundamental Futures, LLC, a Tennessee limited liability corporation
("BFF"), is one of the commodity trading advisors, and its main business
office and main business telephone are: 889 Ridge Lake Boulevard, Suite 233,
Memphis, Tennessee 38120; telephone (901) 766-4692. The trading advisor's
books and records will be kept and made available for inspection at the main
business office.
Business Background
The trading advisor's business background for at least five (5) years is as
follows:
BFF became registered with the Commodity Futures Trading Commission as a
commodity trading advisor on September 30, 1997 and is a member in good
standing with the National Futures Association, a self-regulatory
organization.
David M. Bell is the President of BFF. He and his wife, Diane L. Bell are
the sole shareholders of BFF. Ms. Bell is not otherwise involved in BFF.
Mr. Bell is currently the only trader for BFF.
BFF is a limited liability corporation created to engage in the business of
managing speculative commodity accounts. David M. Bell has been registered
as principal of BFF with the CFTC since September 30, 1997, the initial
registration.
Mr. Bell was born in Lincoln, Nebraska, and grew up on the family's
diversified farm at Bellwood, Nebraska.
Mr. Bell graduated from David City High School, David City, Nebraska, in
1961. He received a B.S. of Agricultural Economics from the University of
Nebraska in 1965; a MS of Agricultural Economics from the University of
Nebraska in 1966; and a Ph.D. from Michigan State University in 1972, with a
major in Agricultural Economics and minors in Marketing and Statistics. Mr.
Bell's doctoral dissertation was selected as one of the three outstanding
dissertations in 1972 by the American Agricultural Economics Association.
Mr. Bell taught economics at Northwest Missouri State College in Maryville,
Missouri during the 1966/67 academic year. From 1970-75, Mr. Bell was
employed by the Economic Research Service of the US Department of
Agriculture, first in East Lansing, Michigan and later in Washington, D.C.,
where he served as leader of the Manufactured Inputs Research Area.
In June, 1975, Mr. Bell joined Connell Econometrics/Connell Rice and Sugar
Co., a commodity research and consulting company in Westfield, New Jersey.
Mr. Bell directed commodities research and consulting operations and
developed econometric models for forecasting prices and key fundamental
factors in the grain and soybean complex markets. From January, 1982 through
December, 1994, he was employed by Sparks Companies, Inc., one of the leading
commodity research and consulting companies. He developed trading strategies
for customers, directed research operations, and conducted training schools
on futures and options markets, fundamental analysis, and development of
trading strategies. Since January, 1995, Mr. Bell has been the sole trader
for Eagle Fund, L.P., a commodity speculation enterprise.
Past Performance for Mr. Bell may be found below under Performance Record of
the Commodity Trading Advisor.
Diane L. Bell, the only other principal, is not otherwise involved in either
the management or trading of BFF.
Description Of Trading Program
Fundamental and Technical Analysis - There are generally two methods of
analysis used to forecast price behavior in commodity markets: fundamental
and technical.
Fundamental analysis looks at factors that affect the supply and demand of
the underlying commodity thereby affecting its equilibrium price. Such
factors as weather patterns, government policies, livestock profitability,
prices of competitive commodities, farmer's profit margins, and foreign
monetary exchange rates are a few of the factors involved. For example, if a
foreign country sells feed wheat at prices below the US export price for
corn, export demand for US corn will be reduced, potentially leading to lower
corn prices. Since both producers and consumers may take positions in the
futures market as a substitute for the transaction in the cash market,
fundamental analysis must also take those actions into consideration.
Technical analysis is based upon the theory that the market price reflects
all known supply and demand factors and appropriately discounts the unknown
factors, and that by studying the price patterns, future price changes can be
anticipated. Such variables as closing prices, highs and lows, the
relationship of closings to openings, volume and open interest, rate of
change in prices, and even the rate of change of the rate of change may be
variables studied. These variables may be studied on a daily, weekly or even
monthly basis, and be in the form of computer generated models, graphic chart
patterns, or discretionary, where the trader considers a number of variables
and makes a judgment of what they mean.
Mr. Bell's Trading Style - Mr. Bell trades primarily, but not exclusively,
futures on agricultural markets, as well as options on these markets. As
discussed above, commodity trading advisors generally rely on either
fundamental or technical analysis or a combination thereof to identify
effective trading strategies. Mr. Bell believes that fundamental factors
determine the eventual movement of the market and places primary emphasis on
these factors. However, he also monitors technical factors as they may serve
to confirm the fundamentals, serve as an early warning that fundamentals are
changing, or help indicate the potential extent of the price move. Mr.
Bell's trading strategy attempts to detect disequilibriums in prices which
will lead to trend movements for the commodity interests monitored, and
normally seeks to establish positions and maintain such positions while the
particular market moves in favor of the position and to exit the particular
market and/or establish reverse positions when the favorable trend either
reverses or does not materialize. In markets that are in equilibrium, Mr.
Bell may trade a range around that price, making more frequent trades of
shorter duration.
BFF may employ trading analysts and technical analysts to assist with market
research. No investor will acquire any rights or proprietary interest in, or
have access to, any of the information, data or trading methods utilized by
BFF.
BFF intends to maintain its current reliance on a combination of fundamental
and technical analyses as the basis for all trading decisions, although BFF
reserves the right to make adjustments to its risk management and other
trading policies, without approval by the partnership. The partnership
will, however, be advised of any material changes in such trading policies.
Description of Commodity Interests Traded - BFF intends to trade futures and
options on futures contracts primarily, but not exclusively, on agricultural
raw materials and products, particularly: grains, oilseeds, oilseed products,
livestock, fiber and food products. However, BFF may trade all commodity
futures contracts, including, but not limited to, agricultural products,
financials, metals, foreign currencies and options on such futures contracts
without limitations or restrictions.
Options on futures contracts may be used by BFF on both a covered basis
(i.e., to write or sell an option against a futures contract in the client's
account) and/or on an uncovered basis (i.e., to buy or sell an option
directly). Both put and call options may be used. In general, the use of
options by BFF increases an account's margin requirements and may increase
volatility as well.
Money And Risk Management - BFF and its principals believe that the
discipline of money management is an important element of the overall trading
program. BFF determines the size of any particular position based on the
potential risk of the trade relative to the potential gain along with the
probabilities of each, and the volatility of the market. This evaluation is
purely discretionary and does not ensure in any way whatsoever that risk of
loss will be effectively managed or limited or that the preservation of
capital will be achieved.
Performance Record Of The Commodity Trading Advisor
The following capsule shows the past performance of Bell Fundamental Futures,
LLC - Capsule A since the inception of trading of the first account (in
February, 1998) and year-to-date (through January, 2000). PAST PERFORMANCE
IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Capsule A - Bell Fundamental Futures, LLC
Percentage Rate of Return
(Computed on a compounded monthly basis)*
Month 2000 1999 1998
January 0.38 (0.1) N/A
February 15.8 0.5
March (7.7) 2.4
April 0.6 0.4
May 5.8 2.7
June (1.7) (3.7)
July 7.7 (0.4)
August (2.5) 5.6
September 2.7 (0.3)
October 1.6 (1.1)
November 0.1 0.4
December (0.7) (0.6)
Year (0.38) 21.6 5.8
Name of CTA: Bell Fundamental Futures, LLC
Name of the Trading Program: Capsule A
Date of Commencement of Program Trading: February, 1998
Number Of Accounts In Trading Program: 9
Total Assets Under Management: $4,714,936
Total Asses Traded Pursuant to Program: $36,612,721
Largest Monthly Draw-Down**: 3-99/7.7%
Worst Peak-to-Valley Draw-Down***: 3-99/7.7%
* 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.
Performance Record Of Other Programs Sponsored By The General Partner
The following is a summary of the prior performance of the other programs
sponsored by the general partner and its affiliates.
Mrs. Shira Del Pacult has sponsored two other public commodity pools,
Bromwell Financial Fund, LP and Atlas Futures Fund, LP. Pacult Asset
Management, Inc. is the corporate general partner of Auburn Fund, LP, a
privately placed commodity pool.
Atlas Futures Fund, LP was declared effective by the Securities and Exchange
Commission on September 3, 1999. It commenced trading on October 15, 1999.
Bromwell Financial Fund, LP has not yet commenced business.
Performance Record of Bromwell Financial Fund, Limited Partnership
Mrs. Pacult serves as an individual general partner and as the principal of a
corporate general partner, Belmont Capital Management, Inc., both of which
manage another commodity pool called Bromwell Financial Fund, Limited
Partnership. Bromwell is traded by Ansbacher Investment Management, Inc.
Bromwell pays various expenses in relation its operation including:
* a monthly management fee of 1/12 of 1%, or 1% annually, to its trading
advisor
* a monthly management fee of 1/4 of 1%, or 3% annually, to its
corporate general partner
* a quarterly incentive fee of 20% on all new net profits to its trading
advisor
* a monthly trading fee of 11/12%, or 11% annually, to its introducing
broker.
Bromwell Financial Fund, LP has not yet commenced business. Accordingly, it
has no performance history.
Performance Record Of Atlas Futures Fund, Limited Partnership
Mrs. Pacult serves as an individual general partner and as the principal of a
corporate general partner, Ashley Capital Management, Inc., both of which
manage another commodity pool called Atlas Futures Fund, Limited Partnership.
Atlas Futures Fund, Limited Partnership is traded by Clarke Capital
Management, Inc.
Atlas Futures Fund pays various expenses in relation its operation including:
* a monthly management fee of 1/4 of 1%, or 3% annually, to its trading
advisor
* a monthly management fee of 1/12 of 1%, or 1% annually, to its
corporate general partner
* a quarterly incentive fee of 20% on all new net profits to its trading
advisor
* a monthly trading fee of 3/4%, or 9% annually, to its introducing
broker.
The following capsule shows the past performance of Atlas Futures Fund, LP
for the period from inception of trading in October, 1999 through January,
2000. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
Atlas Futures Fund, Limited Partnership
Percentage Rate of Return
(Computed on a compounded monthly basis)*
Month 2000 1999
January (1.90)
February
March
April
May
June
July
August
September
October (0.66)
November 2.36
December (6.45)
Year (1.90) (4.88)
Name of Pool: Atlas Futures Fund, LP
How Offered: Publicly offered pursuant to Form S-1 Registration Statement
Names of CTAs: Clarke Capital Management, Inc.
Principal Protected: No
Date of Inception of trading: October, 1999
Net Asset Value of the pool: $1,649,385 on total units outstanding: 1,791
NAV Per Unit: $ 932.78
Largest Monthly Draw-Down**: 12-99/6.45%
Worst Peak-to-Valley Draw-Down***: 12-99/6.45%
* 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.
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<PAGE>
*******************************************************************************
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998 AND 1997
(With Auditors' Report Thereon)
GENERAL PARTNER:
Pacult Asset Management, Inc.
2990 West 120
Fremont, Indiana 46737
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Financial Statements -
Balance Sheet F-2
Statement of Operations F-3
Statement of Partners' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6 - F-10
Letter of Attestation F-11
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, 1999 and 1998, and the related
statements of operations, partners' equity and cash flows for each of the
three years in the period ended December 31, 1999. 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 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 FREMONT FUND,
LIMITED PARTNERSHIP as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting
principles.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: March 3, 2000 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
F-1
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
BALANCE SHEET
DECEMBER 31, 1999 AND 1998
ASSETS
1999 1998
Cash (Note 7) $ 6,824 $ 9,891
United States Treasury Obligations (Note 6) 553,832
Accrued interest receivable 2,479 2,061
Prepaid commissions 1,658
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 604,508 74,443
Net unrealized gain (loss) on open
commodity futures contracts (Note 8) (4,125)
$609,686 $641,885
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued commissions payable $ 1,555 $
Accrued management fees payable 2,903 6,314
Accrued accounting fees payable 2,339 1,306
Accrued auditing fees payable 6,845 1,495
Partner redemptions payable 28,249 10,262
Total Liabilities 41,891 19,377
PARTNERS' CAPITAL
Limited partners - (851.57 units and 879.78
units in 1999 and 1998, respectively) 548,391 601,895
General partner - (30.13 units) 19,404 20,613
Total Partners' Capital 567,795 622,508
$609,686 $641,885
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
REVENUES
Realized gain (loss) from trading
in futures $ 89,220 $11,037 $ (1,667)
Realized gain from trading options 2,390 20,482 24,413
Realized gain (loss) on exchange
rate fluctuation 31 (367) 335
Changes in unrealized gains (loss) on
open commodity futures contracts (4,125) 2,880 (20,769)
Interest income 23,546 37,716 49,620
Redemption penalty income 4,276 236
Total Revenues 111,062 76,024 52,168
EXPENSES
Commissions 60,669 90,478 112,058
Management fees 26,645 46,097 57,264
Incentive fees 6,748 4,390
Professional accounting and legal fees 32,292 26,582 27,137
Other operating and administrative
expenses 1,644 445 1,382
Amortization of organization costs 915 1,220
Total Expenses 127,998 168,907 199,061
NET INCOME (LOSS) $ (16,936)$(92,883) $(146,893)
NET INCOME (LOSS) -
Limited partnership unit $ (20.03)$ (91.71) $ (119.19)
General partnership unit $ (40.13)$ (51.81) $ (98.90)
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
Limited General Total
Partners Partners Partners' Equity
Amount Units Amount Units Amount Units
Balance -
December 31, 1996 $768,498 876 $25,154 30 $793,652 906
Additions of
362 units 331,221 362 331,221 362
Withdrawals of
31 units (23,724) (31) (23,724) (31)
Net loss (143,913) (2,980) (146,893)
Balance -
December 31, 1997 932,082 1,207 22,174 30 954,256 1,237
Withdrawals of
327 units (238,865) (327) (238,865) (327)
Net loss (91,322) (1,561) (92,883)
Balance -
December 31, 1998 601,895 880 $ 20,613 30 $622,508 910
Additions of
331 units 199,321 331 199,321 331
Withdrawals of
359 units (237,098) (359) (237,098) (359)
Net loss (15,727) (1,209) (16,936)
Balance -
December 31, 1999 $548,391 852 $ 19,404 30 $567,795 882
December 31, December 31, December 31,
1999 1998 1997
Value per unit $ 643.98 $ 684.14 $ 771.05
Total partnership units 881.70 909.91 1,237.60
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (16,936) $ (92,883) $(146,893)
Adjustments to reconcile net income
to net cash provided by operating
activities -
Amortization of organization costs 915 1,220
Changes in operating assets and
liabilities -
Equity in Commodity Future
Trading Accounts (525,940) 39,271 180,590
Accrued interest receivable (418) 6,693 (6,375)
U. S. Treasury Obligations 553,832 279,328 (470,508)
Prepaid commissions 1,658 (1,658)
Accrued commissions payable 1,555 (12,666) (1,396)
Management and incentive
fees payable (3,411) (230) 2,994
Accounting fees payable 1,033 (717) 1,289
Auditing fees payable 5,350 (2,005) 3,500
Due to partners 17,987 (3,321) 2,723
Net Cash Provided by
(Used in) Operating
Activities 34,710 212,727 (432,856)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 218,746 331,221
Syndication and registration costs (19,425)
Partner redemptions (237,098) (238,865) (23,724)
Net Cash Provided by
(Used in) Financing
Activities (37,777) (238,865) 307,497
NET INCREASE (DECREASE) IN CASH (3,067) (26,138) (125,359)
CASH -
Beginning of period 9,891 36,029 161,388
End of period $ 6,824 $ 9,891 $ 36,029
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
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 Bell Fundamental, who has 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 and
secondary registration costs were accumulated, deferred and charged against
the gross proceeds of offering at the respective closings. Recurring
registration costs, if any, will be charged to expense as incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the 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-6
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
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 years ended
December 31, 1999, 1998 and 1997 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-7
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
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 capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any Units until 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.
* 4% if such request is received prior to the end of the
sixth month after the commencement of trading.
* 3% if such request is received during the seventh to
twelfth months.
* 2% if such request is received during the thirteenth to
eighteenth months.
* 1% if such request is received during the nineteenth to
twenty-fourth months.
* 0% thereafter.
F-8
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
4. FEES
The Fund is charged the following fees on a monthly
basis since the commencement of trading on November 14, 1996.
* A management fee of 4% (annual rate) of the Fund's net
assets allocated to each CTA to trade will be paid to each CTA and 2% of
equity to the Fund's General Partner.
* 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.
* 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-9
FREMONT FUND, LIMITED PARTNERSHIP
(An Indiana Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
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 value of $136,800 on short positions at December 31, 1999.
There were no open commodity contracts as of December 31, 1998. Open
commodity contracts had a gross contract value of $272,220 on long positions
at December 31, 1997.
Although the gross contract values of open commodity
contracts represent market risk, they do not represent exposure to credit
risk, which is limited to the current cost of replacing those contracts in a
gain position. The unrealized gain (loss) on open commodity future contracts
at December 31, 1999, 1998 and 1997 was $(4,125), $0 and $(2,880),
respectively.
F-10
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PACULT ASSET MANAGEMENT, INC.
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Financial Statements -
Balance Sheet 2
Statement of Income and Accumulated Deficit 3
Statement of Cash Flows 4
Notes to Financial Statements 5 - 7
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, 1999 and 1998, and the related statements
of income and accumulated deficit 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
from 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, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ Frank L. Sassetti & Co.
March 18, 2000
Oak Park, Illinois
PACULT ASSET MANAGEMENT, INC.
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
1999 1998
CURRENT ASSETS
Cash and cash equivalents $ 52,300 $ 57,947
Due from Auburn Fund (Note 2) 4,836 5,294
Due from Fremont Fund (Note 2) 1,009 1,017
Total Current Assets 58,145 64,258
Investment in Auburn Fund,
Limited Partnership (Note 3) 22,232 23,712
Investment in Fremont Fund,
Limited Partnership (Note 3) 19,404 20,613
Total Investments 41,636 44,325
$ 99,781 $108,583
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accrued interest payable $ 42,500 $ 30,500
Subordinated long-term debt (Note 4) 100,000 100,000
STOCKHOLDER'S EQUITY (DEFICIT)
Capital stock, no par value (1,500 shares
authorized; 1,000 issued and outstanding) 1,000 1,000
Accumulated deficit (43,719) (22,917)
Total Stockholder's
Equity (Deficit) (42,719) (21,917)
$ 99,781 $108,583
PACULT ASSET MANAGEMENT, INC.
STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
REVENUES
Management fees $ 71,903 $ 58,495
Interest income 1,248 2,617
Total Revenues 73,151 61,112
EXPENSES
Registration and dues 696 4,530
Professional accounting, legal and
audit fees 1,475 5,127
Other administrative expenses 93 554
Interest expenses 12,000 12,000
Total Expenses 14,264 22,211
INCOME BEFORE LOSS ON EQUITY
IN LIMITED PARTNERSHIPS 58,887 38,901
LOSS ON EQUITY IN LIMITED PARTNERSHIPS (2,689) (2,849)
NET INCOME 56,198 36,052
ACCUMULATED DEFICIT
Beginning of year (22,917) (6,687)
Less: dividends (77,000) (52,282)
End of year $(43,719) $(22,917)
PACULT ASSET MANAGEMENT, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 56,198 $ 36,052
Adjustments to reconcile net income to net
cash provided by operating activities -
Loss on equity in limited partnerships 2,689 2,849
Changes in operating assets
and liabilities -
Decrease in accrued interest receivable 215
Decrease (Increase) in due
from Auburn Fund 458 (5,294)
Decrease in due from Fremont Fund 8 644
Increase in accrued interest payable 12,000 12,000
Net Cash Provided By
Operating Activities 71,353 46,466
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment in Auburn Fund (25,000)
Net Cash (Used In)
Investing Activities (25,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to shareholder (77,000) (52,282)
Net Cash (Used In)
Financing Activities (77,000) (52,282)
NET DECREASE IN CASH AND CASH EQUIVALENTS (5,647) (30,816)
CASH AND CASH EQUIVALENTS
Beginning of year 57,947 88,763
End of year $ 52,300 $ 57,947
PACULT ASSET MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
The Company, Pacult Asset Management, Inc. (the Company) was
formed on October 13, 1994 under the laws of the State of Delaware to act as
general partner of the Fremont Fund, Limited Partnership (the Fund). The
Fund is a publicly offered commodity pool. In 1998, the Company became the
general partner of Auburn Fund, Limited Partnership (the Fund), which is a
private placement commodity pool. Both partnerships are currently operating.
The responsibilities of the General Partner, in addition to
selection of the commodity trading advisors, include executing and filing all
necessary legal documents, statements and certificates of each Fund,
retaining independent public accountants to audit each Fund, employing
attorneys to represent each Fund, reviewing the brokerage commission rates to
determine reasonableness, maintaining the tax status of each 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 - No payments for interest were made during
1999 and 1998. The Company has elected to be treated as an S-Corporation for
Federal and State tax purposes, and thus there is no provision for income
taxes or benefits at the corporation level.
Cash and Cash Equivalents - For purposes of the statement of cash
flows, cash equivalents include time deposits, certificates of deposit, and
all highly liquid debt instruments with original maturities of three months
of less.
PACULT ASSET MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
2. CORPORATE AFFILIATION
The Company's sole shareholder is also owner of Ashley
Capital Management, Inc., a Delaware corporation, formed to serve as the
General Partner of Atlas Futures Fund, Limited Partnership, which was offered
as a public commodity pool during the current year. In addition, this
shareholder is also owner of Belmont Capital Management, Inc. another
Delaware corporation, formed to serve as one of the General Partners of
Bromwell Financial Fund, Limited Partnership (Bromwell), which is to be
offered as a public commodity pool during the year 2000. The sole shareholder
is the other General Partner of Bromwell. The sole shareholder is a joint
owner of Futures Investment Company, an Illinois corporation, formed on
December 6, 1983, (formerly CDTA, Inc.). Futures Investment Company serves as
an introducing broker (commodities) to members of the public and,
subsequently, for the commodity pools formed under the direction of Ms. Shira
Del Pacult, the principal of the Company. In addition, the Company is the
General Partner of Fremont Fund, an Indiana limited partnership and Auburn
Fund, a Delaware limited partnership, as discussed in Note 1, above.
The Company, at times, has advanced to both intended partnerships
monies for various expenses. In addition, the Company receives management
fees of 2% of the equity of the Fremont Fund, Limited Partnership and 3% of
the equity of The Auburn Fund, Limited Partnership. As a result of these
transactions, the Fremont Fund, Limited Partnership and The Auburn Fund,
Limited Partnership owed the Company a combined total of $5,845 and $6,311 at
December 31, 1999 and 1998, respectively.
3. INVESTMENTS
During 1995 and 1996, the Company purchased its interest in the
Fremont Fund, Limited Partnership with an initial investment of $1,000 and an
additional $24,000 investment as its General Partner. In 1998, the Company
purchased its interest in The Auburn Fund, Limited Partnership with an
initial investment of $25,000 as its General Partner. These investments are
being accounted for under the equity method. The Company reported its share
of the Funds equity losses of $2,689 and $2,849 at December 31, 1999 and
1998, respectively.
PACULT ASSET MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
4. LONG-TERM DEBT
The Company and its sole shareholder signed a subordinated loan
agreement on April 26, 1995, whereby the Company could borrow up to $265,000
from the shareholder until April 27, 1997. The underlying promissory note
bears interest at the rate of 12% per annum and is payable on or before
January 12, 2017. The purpose of the loan arrangement was, in part, to fund
the expenses of the Company and to advance proceeds to the limited
partnerships, and also to fulfill its obligation under applicable securities
and tax laws requiring General Partner capital.
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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.
"1256 Contract". See "Taxation - Section 1256 Contract".
"Additional Sellers". See definition of "Selling Agent".
"Affiliated IB". The IB is Affiliated with the principal of the General
Partner. The IB has no affiliation with the Partnership. Also see definition
of "IB".
"Associated Persons". The persons registered pursuant to the Commodity
Exchange Act with the FCM, the Selling Agent, Additional Sellers, or the IB
who are eligible to service the Partnership, the Partners and to receive
Trailing Commissions.
"Average Price System". The method approved by the CFTC to permit the CTA to
place positions sold or purchased in a block to the numerous accounts managed
by the CTA. See "The Commodity Trading Advisors" in the main body of the
Prospectus.
"Best Efforts". The term to describe that the party is liable only in the
event they intentionally fail or are grossly negligent in the performance of
the task described.
"Capital" means cash invested in the Partnership by any Partner and placed at
risk for the business of the Partnership.
"CFTC". Commodity Futures Trading Commission, 2033 K Street, Washington,
D.C., 20581. An independent regulatory commission of the United States
government empowered to regulate commodity futures transactions under the
Commodity Exchange Act.
"Commodity". Goods, wares, merchandise, produce, currencies, and stock
indices and in general everything that is bought and sold in commerce. Traded
commodities on U. S. Exchanges are sold according to uniform established grade
standards, in convenient predetermined lots and quantities such as bushels,
pounds or bales, are fungible and, with a few exceptions, are storable over
periods of time.
"Commodity Broker". See definitions of "Futures Commission Merchant" and
"IB".
"Commodity Exchange Act". The statute providing the regulatory scheme for
trading in commodity futures and options contracts in the United States under
the administration of the Commodity Futures Trading Commission which will
provide the opportunity for reparations and other redress for claims.
"Commodity Pool Operator" or "CPO". Pacult Asset Management, Incorporated,
c/o Corporate Systems, Inc., 101 N. Fairfield Dr., Dover, DE 19901. An entity
that raises capital through the sale of interests in an investment trust,
partnership, corporation, syndicate or similar form of enterprise, and uses
that capital to invest either entirely or partially in futures contracts.
"Commodity Trading Advisors" or "CTAs". Bell Fundamental Futures, L.L.C., 889
Ridge Lake Boulevard, Suite 233, Memphis, Tennessee 38120; and, Hanseatic
Corporation, 5600 Wyoming N.E., Suite 220, Albuquerque, New Mexico 87109. A
person or entity which renders advice about commodities or about the trading
of commodities, as part of a regular business, for profit. Particularly,
those who will be responsible for the analysis and placement of trades for the
Partnership.
"Daily Price Limit". The maximum permitted movement in a single direction
(imposed by an exchange and approved- by the CFTC) in the price of a commodity
futures contract for a given commodity that can occur on a commodity exchange
on a given day in relation to the previous day's settlement price, which is
subject to change, from time to time, by the exchange (with CFTC approval).
"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).
"Form K-1". The section of the Federal Income Tax Return filed by the
Partnership which identifies the amount of investment in the Partnership, the
gains and losses for the tax year, and the amount of such gains and losses
reportable by a Partner on the Partner's tax return.
"Fully-Committed Position". Each commodity trading advisor has an objective
percentage of equity to be placed at risk. In addition, the CFTC places
limits upon the number of positions a single commodity trading advisor may
have in certain commodities. When either the objective percentage of equity
is placed at risk or the commodity trading advisor reaches the limit in number
of positions, the account or accounts have a fully-committed position.
"Futures Commission Merchant" or "FCM". ABN AMRO Incorporated, 208 South
LaSalle Street, Chicago, IL 60604. The entity that solicits or accepts orders
for the purchase or sale of any commodity for future delivery subject to the
rules of any contract market and in connection with such solicitation or
acceptance of orders, accepts money or other assets to margin, guarantee, or
secure any trades or contracts that result from such orders for a commission.
The IB will be responsible for the negotiation and payment of the commission
to the FCM.
"Futures Contract". A contract providing for (i) the delivery or receipt at a
future date of a specified amount and grade of a traded Commodity at a
specified price and delivery point, or (ii) cash settlement of the change in
the value of the contract. The terms of these contracts are standardized for
each Commodity traded on each exchange and vary only with respect to price and
delivery months. A futures contract should be distinguished from the actual
physical commodity, which is termed a "cash commodity". Trading in futures
contracts involves trading in contracts for future delivery of Commodities and
not the buying and selling of particular physical lots of Commodities. A
contract to buy or sell may be satisfied either by making or taking delivery
of the commodity and payment or acceptance of the entire purchase price
therefor, or by offsetting the contractual obligation with a countervailing
contract on the same exchange prior to delivery.
"Futures Investment Company". The selling agent (the "Selling Agent") and
introducing broker (the "IB"), 5916 N. 300 West, P.O. Box C, 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.
"General Partner". Pacult Asset Management, Incorporated, c/o Corporate
Systems, Inc., 101 N. Fairfield Dr., Dover, DE 19901. The manager of the
Fund.
"Gross Profits". The income or loss from all sources, including interest
income and profit and loss from non-trading activities, if any.
"Initial Closing". November, 1996 - when the Minimum offering amount was
raised and Escrow funds were released to the Partnership for commencement of
trading.
"IB" or "Introducing Broker". The introducing broker, Futures Investment
Company, 5916 N. 300 West, P.O. Box C, 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.
"Introduction of Trades". The term used to describe the function performed by
the broker which handles the relationship between the Partnership and the
Futures Commission Merchant. See the definition of "IB".
"Limited Partner". Persons admitted without management authority pursuant to
the Partnership Agreement.
"Margin". A good faith deposit with a broker to assure fulfillment of the
terms of a Futures Contract.
"Margin call". A demand for additional monies to hold positions taken to
maintain a customer's account in compliance with the requirements of a
particular commodity exchange or of an FCM.
"Maximum Offering". The amount which will terminate this offering,
$5,000,000.
"NASD". National Association of Security Dealers, Inc., the self regulatory
organization responsible for the legal and fair operation of broker dealers
such as the Selling Agent.
"Net Assets" or "Net Asset Value" means the total assets, including all cash
and cash equivalents (valued at cost plus accrued interest and earned
discount), less total liabilities, of the Partnership (each determined on the
basis of generally accepted accounting principles consistently applied under
the accrual method of accounting or as required by applicable laws,
regulations and rules including those of any authorized self regulatory
organization), specifically:
(i) Net Asset Value includes any unrealized profit or loss on open security
and commodity positions subject to reserves for loss established, from time to
time, by the General Partner;
(ii) All open stock, option, and commodity positions are calculated on the
then current market value, which shall be based upon the settlement price for
that particular position on the date with respect to which Net Asset Value is
being determined; provided, however, that if a position could not be
liquidated on such day due to the operation of the daily limits or other rules
of the exchange upon which that position is traded or otherwise, the
settlement price on the first subsequent day on which the position could be
liquidated shall be the basis for determining the market value of such
position for such day. As used herein, "settlement price" includes, but is
not limited to: (1) in the case of a futures contract, the settlement price
on the commodity exchange on which such futures contract is traded; and (2) in
the case of a foreign currency forward contract which is not traded on a
commodity exchange, the average between the lowest offered price and the
highest bid price, at the close of business on the day Net Asset Value is
being determined, established by the bank or broker through which such forward
contract was acquired or is then currently traded;
(iii) Brokerage commissions to close security and commodity positions, if
charged on a round-turn basis, are accrued in full at the time the position is
initiated (i.e., on a round-turn basis) as a liability of the Partnership;
(iv) Interest earned on all Partnership accounts is accrued at least monthly;
(v) The amount of any distribution made by the Partnership is a liability of
the Partnership from the day when the distribution is declared by the General
Partner or as provided in this Agreement and the amount of any redemption is a
liability of the Partnership as of the valuation date; and
(vi) Syndication Costs incurred in organizing and all present and future costs
to increase or maintain the qualification of the Units available for sale and
the cost to present the initial and future offering of Units for sale shall be
capitalized when incurred and amortized and paid from Capital or Monthly
Profit as required by applicable law.
"Net Unit Value". The Net Assets of the Partnership divided by the total
number of Units outstanding.
"Net Gains". The net profit from all sources.
"New Net Profit". The profit in excess of the highest prior level of equity,
before charges and fees, earned by a commodity trading advisor. See
"Description of Charges" and the "Limited Partnership Agreement".
"Net Worth". The excess of total assets over total liabilities as determined
by generally accepted accounting principles. Net Worth for a prospective
investor shall be exclusive of home, home furnishings and automobiles.
"Offering Expenses". The Partnership has reimbursed the General Partner for
offering expenses of $52,000 from the gross proceeds of the offering as of the
Initial Closing in November, 1996. The $52,000 in Offering Expenses included
the first year operating costs. Each newly admitted Partner's pro rata share
of Offering Expenses will be deducted from their investment amount and used to
credit the accounts of prior admitted Partners for the Offering Expenses they
advanced.
"Organizational Expenses". The General Partner is being reimbursed for
certain Organizational Expense in the amount of $5,000, amortized on a
straight line method over the first 60 months of Partnership operation,
commencing November, 1996. Specifically, these include $500 in accounting
fees, and $4500 in legal fees.
"Option Contract". An option contract gives the purchaser the right (as
opposed to the obligation) to acquire (call) or sell (put) a given quantity of
a commodity or a futures contract for a specified period of time at a
specified price to the seller of the option contract. The seller has
unlimited risk of loss while the loss to a buyer of an option is limited to
the amount paid ("premium") for the option.
"Partners". The General Partner, all other general partners, and all Limited
Partners in the Partnership.
"Partnership" or "Limited Partnership" or "Commodity Pool" or "Pool" or
"Fund". The Fremont Fund Limited Partnership, evidenced by Exhibit A to this
Prospectus, 5916 N. 300 West, P.O. Box C, Fremont, IN (219) 833-1306.
"Position Limits". The CFTC has established maximum positions which can be
taken in some, but not in all commodity markets, to prevent the corner or
control of the price or supply of those commodities. These maximum number of
positions are called Position Limits.
"Principal". Ms. Shira Del Pacult, the principal of the General Partner (who
is also a principal of the IB).
"Round-turn Trade". The initial purchase or sale of a futures or forward
contract and the subsequent offsetting sale or purchase of such contract.
"Redemption". The right of a Partner to tender the Units to the Partnership
for surrender at the Net Unit Value, subject to certain conditions. See the
Limited Partnership Agreement attached as Exhibit A to the Prospectus.
"Selling Agent". The NASD member broker dealer, Futures Investment Company,
5916 N. 300 West, P.O. Box C, 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.
"Scale in Positions". Some of the CTAs selected by the General Partner
presently have a large amount of equity under management. In some situations,
the positions desired to be taken on behalf of the Partnership and other
accounts under management will be too large too be executed at one time. The
CTAs intend to take positions at different prices, at different times and
allocate those positions on a ratable basis in accordance with rules
established by the CFTC. This procedure is defined as to "Scale in
Positions". The same definition and rules apply when the CTA elects to exit a
position.
"Taxation - Section 1256 Contract" is defined to mean: (1) any regulated
futures contract ("RFC"); (2) any foreign currency contract; (3) any non-
equity option; and (4) any dealer equity option.
The term RFC means a futures contract whether it is traded on or subject to
the rules of a national securities exchange which is registered with the SEC,
a domestic board of trade designated as a contract market by the CFTC or any
other board of trade, exchange or other market designated by the Secretary of
Treasury ("a qualified board of exchange") and which is "market-to-market" to
determine the amount of margin which must be deposited or may be withdrawn. A
"foreign currency contract" is a contract which requires delivery of, or the
settlement of, which depends upon the value of foreign currency which is
currency in which positions are also entered at arm's length at a price
determined by reference to the price in the interbank market. (The Secretary
of Treasury is authorized to issue regulations excluding certain currency
forward contracts from marked-to-market treatment.) A "non-equity option"
means an option which is treated on a qualified board or exchange and the
value of which is not determined directly or indirectly by reference to any
stock (or group of stocks) or stock index unless there is in effect a
designation by the CFTC of a contract market for a contract bond or such group
of stocks or stock index. A "dealer equity option" means, with respect to an
options dealer, only a listed option which is an equity option, is purchased
or granted by such options dealer in the normal course of his activity of
dealing in options, and is listed on the qualified board or exchange on which
such options dealer is registered.
With certain exceptions discussed below, the following rules apply to Section
1256 contracts. All Section 1256 contracts will be market-to-market upon the
closing of every contract (including closing by taking an offsetting position
or by making or taking delivery, by exercise or being exercised, by assignment
or being assigned or by lapse or otherwise) and all open Section 1256
contracts held by the Partnership at its fiscal year-end will be treated as
sold for their fair market value on the last business day of such taxable
year. This will result in all unrealized gains and losses being recognized
for Federal income tax purposes for the taxable year. As a consequence, the
Partners may have tax liability relating to unrealized Partnership profits in
open positions at year-end. Sixty percent of any gain or loss from a Section
1256 contract will be treated as long-term, and 40% as short-term, capital
gain or loss (the "60/40 Rule"), regardless of the actual holding period of
the individual contracts. The character of a Partner's distributive share of
profits or losses of the Partnership from Section 1256 contracts will thus be
60% long-term capital gain or loss and 40% short-term capital gain or loss.
Each partner's distributive share of such gain or loss for a taxable year will
be combined with its other items of capital gain or loss for such year in
computing its Federal income tax liability. The Code contains certain rules
designed to eliminate the tax benefits flowing to high-income taxpayers from
the graduated tax rate schedule and from the personal and dependency
exemptions. The effect of these rules is to tax a portion of a high-income
taxpayer's income at a marginal tax rate of 39.6%. However, long-term capital
gains are now subject to a maximum tax rate of 28%.
Subject to certain limitations, a Limited Partner, other than a corporation,
estate or trust, may elect to carryback any net Section 1256 contract losses
to each of the three preceding years. Net Section 1256 contract losses
carried back to prior years may only be used to offset net Section 1256
contract gains, but not against other income. The net loss from Section 1256
contracts will be treated as 60% long-term capital loss and 40% short- term
capital loss. To the extent that such losses are not depleted by the
carryback, they can be carried forward under the existing capital loss carry
forward rules and will be treated as 60% long-term capital losses and 40%
short-term capital losses.
During taxable years in which little or no profit is generated from trading
activities, a Limited Partner will, none-the-less, still have interest income.
The marked-to-market rules do not apply to interests in personal property of a
nature which are actively traded other than Section 1256 contracts (termed
"off-exchange positions"). The gains and losses from off-exchange positions
will not be subject to the 60/40 Rule, but will be treated in accordance with
the general holding period rules and taxed at the same rates as ordinary
income, on a dollar for dollar basis. Capital gain or loss with respect to
property other than Section 1256 contracts generally will be long-term only if
such contracts have been held for more than one year. See "Federal Income Tax
Aspects".
"Trailing Commissions". The share of the fixed commissions to be paid to the
individual associated persons who work for the NASD member broker dealers or
the IB who have either sold the Units to the Partners or are providing
services to the General Partner or the other Partners.
"Taking Positions Ahead of the Partnership". The allocation of trades by
other than legally accepted methods by the CTA or other trader which favors
parties who took the position unfairly.
"Trading Matrix". The dollar value used by a commodity trading advisor to
define the number of positions to be taken by the accounts under management.
For example, each $50,000 in every account is traded the same by Bell. This
is Bell's trading matrix. Some other commodity trading advisors have a
different trading matrix for different sized accounts. For example, they may
trade all accounts over one million in size differently than accounts under
one million.
"Unit". The term used to describe the ownership of both the General and
Limited Partner interests in the Partnership.
"Unrealized Profit Or Loss". The profit or loss which would be realized on an
open position if it were closed at the current settlement price or the most
recent appropriate quotation as supplied by the broker or bank through which
the transaction is effected.
"Underwriter". See "Selling Agent".
STATE REGULATORY GLOSSARY
The following definitions are supplied by the state securities
administrators responsible for the review of public futures fund ("commodity
pool") offerings made to residents of their respective states. They belong to
the North American Securities Administrators Association, Inc. which publish
"Guidelines for the Registration of Commodity Pool Programs", such as the
Fund, which contain these definitions. The following definitions are
published from the Guidelines, however, the General Partner has made additions
to, but no deletions from, some of these definitions to make them more
relevant to an investment in the Fund.
Administrator-The official or agency administering the security laws of
a state. This will usually be the State of residence of the Fund or the
domicile of the Broker or Brokerage Firm which makes the offer or the
residence of the potential investor.
Advisor-Any person who, for any consideration, engages in the business
of advising others, either directly or indirectly, as to the value, purchase,
or sale of commodity contracts or commodity options. This definition applies
to the CTAs and, when it provides such advice, to the General Partner.
Affiliate-An Affiliate of a Person means: (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more of
the outstanding voting securities of such Person; (b) any Person 10% or more
of whose outstanding voting securities are directly or indirectly owned,
controlled or held with power to vote, by such Person; (c) any Person,
directly or indirectly, controlling, controlled by, or under common control of
such Person; (d) any officer, director or partner of such Person; or (e) if
such Person is an officer, director or partner, any Person for which such
Person acts in any such capacity. See "Conflicts". This applies to the fact
that Ms. Shira Del Pacult is the sole shareholder and principal of the General
Partner and also owns 50% of the outstanding voting shares and is a principal
in the Affiliated IB.
Capital Contributions-The total investment in a Program by a Participant
or by all Participants, as the case may be. The purchase price, less sales
commissions, for the Units.
Commodity Broker-Any Person who engages in the business of effecting
transactions in commodity contracts for the account of others or for his own
account. See "Futures Commission Merchant" and "Introducing Broker" and
Appendix III to this Prospectus.
Commodity Contract-A contract or option thereon providing for the
delivery or receipt at a future date of a specified amount and grade of a
traded commodity at a specified price and delivery point.
Cross Reference Sheet-A compilation of the Guideline sections,
referenced to the page of the prospectus, Program agreement, or other
exhibits, and justification of any deviation from the Guidelines. This sheet
is used by the State Administrator to review this Prospectus.
Net Assets-The total assets, less total liabilities, of the Program
determined on the basis of generally accepted accounting principles. Net
Assets shall include any unrealized profits or losses on open positions, and
any fee or expense including Net Asset fees accruing to the Program.
Net Asset Value Per Program Interest-The Net Assets divided by the
number of Program Interests outstanding.
Net Worth-The excess of total assets over total liabilities are
determined by generally accepted accounting principles. Net Worth shall be
determined exclusive of home, home furnishings and automobiles.
New Trading Profits-The excess, if any, of Net Assets at the end of the
period over Net Assets at the end of the highest previous period or Net Assets
at the date trading commences, whichever is higher, and as further adjusted to
eliminate the effect on Net Assets resulting from new Capital Contributions,
redemptions, or capital distributions, if any, made during the period
decreased by interest or other income, not directly related to trading
activity, earned on Program assets during the period, whether the assets are
held separately or in a margin account. See "New Net Profit".
Organizational and Offering Expenses-All expenses incurred by the
Program in connection with and in preparing a Program for registration and
subsequently offering and distributing it to the public, including, but not
limited to, total underwriting and brokerage discounts and commissions
(including fees of the underwriter's attorneys), expenses for printing,
engraving, mailing, salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow holders,
depositories, experts, expenses of qualification of the sale of its Program
Interest under Federal and state law, including taxes and fees, accountants'
and attorneys' fees.
Participant-The holder of a Program Interest. A Partner in the Fund.
Person-Any natural Person, partnership, corporation, association or
other legal entity.
Pit Brokerage Fee-Pit Brokerage Fee shall include floor brokerage,
clearing fees, National Futures Association fees, and exchange fees. These
fees will be paid by the Introducing Broker from the fixed commissions.
Program-A limited partnership, joint venture, corporation, trust or
other entity formed and operated for the purpose of investing in Commodity
Contracts. The Fund.
Program Broker-A Commodity Broker that effects trades in Commodity
Contracts for the account of a Program. See the "Futures Commission Merchant"
and "Introducing Broker" and Appendix III to this Prospectus.
Program Interest-A limited partnership interest or other security
representing ownership in a program. The "Units" in the Fund. See Exhibit A,
the Limited Partnership Agreement.
Pyramiding-A method of using all or a part of an unrealized profit in a
Commodity Contract position to provide margin for any additional Commodity
Contracts of the same or related commodities.
Sponsor-Any Person directly or indirectly instrumental in organizing a
Program or any Person who will manage or participate in the management of a
Program, including a Commodity Broker who pays any portion of the
Organizational Expenses of the Program, and the general partner(s) and any
other Person who regularly performs or selects the Persons who perform
services for the Program. Sponsor does not include wholly independent third
parties such as attorneys, accountants, and underwriters whose only
compensation is for professional services rendered in connection with the
offering of the Units. The term "Sponsor" shall be deemed to include its
Affiliates.
Valuation Date-The date as of which the Net Assets of the Program are
determined. For the Fund, this will be after the close of business on the
last business day of each month.
Valuation Period-A regular period of time between Valuation Dates. For
the Fund, this will be the close of business for each calendar month and each
calendar year.
*******************************************************************************
POST EFFECTIVE AMENDMENT NUMBER EIGHT TO FORM S-1
Registration No. 33-96292
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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
<PAGE>
(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). August 7, 1998
(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 April 12, 1999
(23) - 02 Consent of James Hepner, Certified Public Accountant August 28, 1995
(23) - 03 Consent of The Scott Law Firm. December 8, 1997
(23) - 04 Consent of Michael J. Frischmeyer, CTA December 8, 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 December 8, 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
<PAGE>
(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 Futures
Investment Company, the best efforts selling agent. The Partnership (issuer)
has not made any indemnification to Futures Investment Company.
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
<PAGE>
******************************************************************************
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 Eight 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 31st day of March, 2000.
PACULT ASSET MANAGEMENT, INC. FREMONT FUND
BY PACULT ASSET MANAGEMENT, INC.
GENERAL PARTNER
By: /s/ MS. SHIRA PACULT By: /s/ 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 Eight 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.
/s/ MS. SHIRA PACULT
MS. SHIRA PACULT Date: March 31, 2000
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)
CONSENT OF ROBERT W. KRONE, CPA
and FRANK L. SASSETTI & CO.
The undersigned, Frank L. Sassetti & Co., hereby consents to the use of the
audit reports for the periods ended December 31, 1997, December 31, 1998 and
December 31, 1999 for Fremont Fund, Limited Partnership and to the use of the
audit reports for the periods ended December 31, 1998 and December 31, 1999
for Pacult Asset Management, Inc. in the Post Effective Amendment Number Eight
to Form S-1.
The undersigned hereby further consents to the inclusion of its name and the
other information under the section "Experts" in the Post Effective
Amendment Number Eight 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.
/s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
6611 West North Avenue
Oak Park, Illinois 60302
(708) 386-1433
Date: March 31, 2000
