<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2000
COMMISSION FILE NUMBER: 0-23950
THE FULCRUM FUND LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-1456461
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two American Lane, P.O. Box 5150, Greenwich, Connecticut 06831-8150
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (203) 861-1000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
<PAGE> 2
THE FULCRUM FUND LIMITED PARTNERSHIP
QUARTER ENDED SEPTEMBER 30, 2000
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Statements of Financial Condition as of September 30, 2000 (unaudited)
and December 31, 1999 (audited) 3
Schedule of Securities as of September 30, 2000 (unaudited) 4
Statements of Operations for the Three Months and Nine Months Ended
September 30, 2000 (unaudited) and 1999 (unaudited) 5
Statements of Changes in Partners' Capital (Net Asset Value) for
the Nine Months Ended September 30, 2000 (unaudited) and 1999 (unaudited) 6
Notes to Financial Statements (unaudited) 7-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-13
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 14
Item 5. Other Changes 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
<PAGE> 3
THE FULCRUM FUND LIMITED PARTNERSHIP
(Formerly The Dennis Fund Limited Partnership)
STATEMENTS OF FINANCIAL CONDITION
September 30, 2000 (Unaudited) and December 31, 1999 (Audited)
-----------
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
Equity in broker trading accounts
Cash $20,684,681 $ 4,415,465
Unrealized gain on open contracts 227,976 0
----------- -----------
Deposits with broker 20,912,657 4,415,465
Cash and cash equivalents 1,671,236 30,682,976
Fixed income securities (cost, including
accrued interest, - $7,440,192 and $13,774,520) 7,484,652 13,616,310
Subscriptions receivable 63,921 127,813
----------- -----------
Total assets $30,132,466 $48,842,564
=========== ===========
LIABILITIES
Accounts payable $ 5,741 $ 72,870
Commissions and other trading fees
on open contracts 2,799 0
General Partner offering fee 83,501 136,856
Advisor management fee 44,688 71,329
Redemptions payable 2,433,737 828,716
----------- -----------
Total liabilities 2,570,466 1,109,771
----------- -----------
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner:
A Units - 107.1387 units outstanding at
September 30, 2000 and December 31, 1999 112,569 172,443
B Units - 278.1820 and 217.7298 units outstanding
at September 30, 2000 and December 31, 1999 279,255 334,048
Limited Partners:
A Units - 4,323.5708 and 6,263.5875 units outstanding
at September 30, 2000 and December 31, 1999 4,542,706 10,081,458
B Units - 22,540.5473 and 24,210.7330 units outstanding
at September 30, 2000 and December 31, 1999 22,627,470 37,144,844
----------- -----------
Total partners' capital
(Net Asset Value) 27,562,000 47,732,793
----------- -----------
$30,132,466 $48,842,564
=========== ===========
</TABLE>
See accompanying notes.
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<PAGE> 4
THE FULCRUM FUND LIMITED PARTNERSHIP
(Formerly The Dennis Fund Limited Partnership)
SCHEDULE OF SECURITIES
September 30, 2000
(Unaudited)
FIXED INCOME SECURITIES - 27.2% *
<TABLE>
<CAPTION>
Face Value Description Value
---------- ----------- -----
<S> <C> <C>
U.S. GOVERNMENT OBLIGATIONS - 13.5% *
1,050,000 U.S. Treasury Notes, 5.75%, 8/15/03 $1,052,104
600,000 U.S. Treasury Notes, 6.625%, 5/31/02 618,387
2,000,000 U.S. Treasury Notes, 5.875%, 11/30/01 2,031,008
----------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(COST, INCLUDING ACCRUED INTEREST, - $3,692,648) 3,701,499
----------
FEDERAL AGENCY OBLIGATIONS - 13.7% *
350,000 Federal Home Loan Bank Agency Bond, 4.875%, 1/22/02 346,337
1,200,000 Federal Home Loan Mortgage Corporation Agency
Bond, 5.75%, 7/15/03 1,191,850
2,000,000 Federal Home Loan Mortgage Corporation Agency
Bond, 7.00%, 2/15/03 2,039,769
200,000 Federal National Mortgage Association Agency Bond,
6.03%, 10/23/00 205,197
----------
TOTAL FEDERAL AGENCY OBLIGATIONS
(COST, INCLUDING ACCRUED INTEREST, - $3,747,544) 3,783,153
----------
TOTAL FIXED INCOME SECURITIES
(COST, INCLUDING ACCRUED INTEREST, - $7,440,192) $7,484,652
==========
</TABLE>
* Percent of September 30, 2000 Net Asset Value is shown for each category.
See accompanying notes.
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<PAGE> 5
THE FULCRUM FUND LIMITED PARTNERSHIP
(Formerly The Dennis Fund Limited Partnership)
STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2000 and 1999 and
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
-----------
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME
Commodity trading gains (losses)
Realized $ (1,353,259) $ (5,928,597) $(13,102,449) $ 5,486,771
Change in unrealized 793,270 (2,965,529) 227,976 (2,195,554)
------------ ------------ ------------ ------------
Gain (loss) from commodity trading (559,989) (8,894,126) (12,874,473) 3,291,217
------------ ------------ ------------ ------------
Fixed income securities gains (losses)
Realized (50,395) (28,338) (150,040) (189,129)
Change in unrealized 114,421 170 202,670 (73,406)
------------ ------------ ------------ ------------
Gain (loss) from fixed income securities 64,026 (28,168) 52,630 (262,535)
------------ ------------ ------------ ------------
Interest income 459,924 601,203 1,668,044 1,411,493
------------ ------------ ------------ ------------
Total income (loss) (36,039) (8,321,091) (11,153,799) 4,440,175
------------ ------------ ------------ ------------
EXPENSES
Brokerage commissions 1,521,859 592,891 4,162,513 1,599,078
General Partner offering fee 258,415 422,897 1,037,129 1,052,377
Advisor management fee 151,564 241,361 596,964 642,195
Advisor incentive fee 0 0 0 2,103,117
Operating expenses 60,556 75,243 196,342 119,387
------------ ------------ ------------ ------------
Total expenses 1,992,394 1,332,392 5,992,948 5,516,154
------------ ------------ ------------ ------------
NET (LOSS) $ (2,028,433) $ (9,653,483) $(17,146,747) $ (1,075,979)
============ ============ ============ ============
A UNITS
NET INCOME (LOSS) PER A UNIT
(based on weighted average number of
A Units outstanding during the period) $ (68.59) $ (357.57) $ (536.71) $ 40.65
============ ============ ============ ============
INCREASE (DECREASE) IN NET
ASSET VALUE PER A UNIT $ (76.87) $ (358.77) $ (558.85) $ 31.38
============ ============ ============ ============
B UNITS
NET (LOSS) PER B UNIT
(based on weighted average number of
B Units outstanding during the period) $ (66.56) $ (346.45) $ (553.22) $ (78.56)
============ ============ ============ ============
INCREASE (DECREASE) IN NET
ASSET VALUE PER B UNIT $ (72.54) $ (343.72) $ (530.37) $ 13.21
============ ============ ============ ============
</TABLE>
See accompanying notes.
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<PAGE> 6
THE FULCRUM FUND LIMITED PARTNERSHIP
(Formerly The Dennis Fund Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
For the Nine Months Ended September 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
Partners' Capital
-------------------------------------------------------------------------------
A Units B Units
-------------------------------------- ---------------------------------------
General Limited General Limited
Units Partner Partners Units Partner Partners Total
----- ------- -------- ----- ------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Nine Months Ended
September 30, 2000
Balances at December 31, 1999 6,370.726 $ 172,443 $ 10,081,458 24,428.462 $ 334,048 $ 37,144,844 $ 47,732,793
Net (loss) for the nine months
ended September 30, 2000 (59,874) (3,001,491) (129,793) (13,955,589) (17,146,747)
Additions 0.000 0 0 5,329.147 75,000 7,980,341 8,055,341
Redemptions (1,940.016) 0 (2,537,261) (6,938.880) 0 (8,542,126) (11,079,387)
----------- ------------ ------------ ------------ ------------ ------------ ------------
Balances at September
30, 2000 4,430.709 $ 112,569 $ 4,542,706 22,818.729 $ 279,255 $ 22,627,470 $ 27,562,000
=========== ============ ============ ============ ============ ============ ============
Nine Months Ended September
30, 1999
Balances at December 31, 1998 7,030.329 $ 195,979 $ 12,663,939 12,891.773 $ 232,161 $ 22,467,100 $ 35,559,179
Net income (loss) for the nine
months ended September 30, 1999 3,362 274,871 670 (1,354,882) (1,075,979)
Additions 0.000 0 0 12,388.376 69,000 23,542,039 23,611,039
Redemptions (483.320) 0 (956,882) (788.443) 0 (1,508,641) (2,465,523)
----------- ------------ ------------ ------------ ------------ ------------ ------------
Balances at September 30, 1999 6,547.0086 $ 199,341 $ 11,981,928 24,491.7063 $ 301,831 $ 43,145,616 $ 55,628,716
=========== ============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
A Unit B Unit
------------------------------------------------------- ------------------------------------------------------
Net Asset Value Per Unit Net Asset Value Per Unit
------------------------------------------------------- ------------------------------------------------------
September 30, December 31, September 30, December 31, September 30, December 31, September 30, December 31,
2000 1999 1999 1998 2000 1999 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$1,050.68 $1,609.53 $1,860.59 $1,829.21 $1,003.86 $1,534.23 $1,773.97 $1,760.76
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
See accompanying notes.
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<PAGE> 7
THE FULCRUM FUND LIMITED PARTNERSHIP
(Formerly The Dennis Fund Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
-----------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. General Description of the Partnership
The Fulcrum Fund Limited Partnership, formerly The Dennis Fund
Limited Partnership, (the Partnership) is a Connecticut
limited partnership which operates as a commodity pool. The
Partnership engages in the speculative trading of futures
contracts and options on futures contracts. It is subject to
the regulations of the Commodity Futures Trading Commission,
an agency of the United States (U.S.) government which
regulates most aspects of the commodity futures industry;
rules of the National Futures Association, an industry
self-regulatory organization; and the requirements of
commodity exchanges and Futures Commission Merchants (brokers)
through which the Partnership trades.
During 1999, the Partnership became subject to the
informational requirements of the Securities Exchange Act of
1934. Accordingly, the Partnership is subject to the
regulations of the Securities and Exchange Commission.
Investments made prior to April 30, 1997 are referred to as "A
Units" and investments made on or after April 30, 1997 are
referred to as "B Units." The initial net asset value per B
Unit was the net asset value per A Unit at April 30, 1997. The
only difference between A Units and B Units are the advisor
management and incentive fee rates as further described in
Note 3.
B. Method of Reporting
The Partnership's financial statements are presented in
accordance with generally accepted accounting principles,
which require the use of certain estimates made by the
Partnership's management.
C. Commodities
Gains or losses are realized when contracts are liquidated.
Net unrealized gains or losses on open contracts (the
difference between contract purchase price and quoted market
price) are reflected in the statement of financial condition.
Any change in net unrealized gain or loss from the preceding
period is reported in the statement of operations. Brokerage
commissions include other trading fees and are charged to
expense when contracts are opened.
D. Cash and Cash Equivalents
Cash and cash equivalents includes cash and all highly liquid
investments, including money market mutual funds and other
investments with a maturity of three months or less from the
date of purchase.
E. Fixed Income Securities
Fixed income securities are reported at market value plus
accrued interest. Fixed income securities transactions are
accounted for on the trade date. Interest income is recorded
on the accrual basis.
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<PAGE> 8
THE FULCRUM FUND LIMITED PARTNERSHIP
(Formerly The Dennis Fund Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
F. Income Taxes
The Partnership prepares calendar year U.S. and state
information tax returns and reports to the partners their
allocable shares of the Partnership's income, expenses and
trading gains or losses.
G. Foreign Currency Transactions
The Partnership's functional currency is the U.S. dollar;
however, it transacts business in currencies other than the
U.S. dollar. Assets and liabilities denominated in currencies
other than the U.S. dollar are translated into U.S. dollars at
the rates in effect at the date of the statement of financial
condition. Income and expense items denominated in currencies
other than the U.S. dollar are translated into U.S. dollars at
the rates in effect during the period. Gains and losses
resulting from the translation to U.S. dollars are reported in
income currently.
Note 2. GENERAL PARTNER
The General Partner of the Partnership is Kenmar Advisory Corp.,
which conducts and manages the business of the Partnership. The
Limited Partnership Agreement requires the General Partner to
maintain a capital account of no less than the lesser of 1% of the
aggregate capital accounts of all partners or $500,000.
For managing the continuing offering of units, the General Partner
receives a monthly offering fee equal to 0.25% (3% annually) of that
month's beginning Net Asset Value (as defined in the Limited
Partnership Agreement) of the Partnership. The General Partner
rebates to One Million Dollar Investors (as defined in the
Confidential Private Placement Memorandum and Disclosure Document)
who invested in the Partnership prior to August 1, 2000, a monthly
amount equal to two-thirds of the offering fee applicable to such One
Million Dollar Investors. Additionally, effective August 1, 2000, the
General Partner rebates to Three Million Dollar Investors (as
defined) and Five Million Dollar Investors (as defined) a monthly
amount equal to one-third and two-thirds, respectively, of the
offering fee applicable to such Three Million Dollar Investors and
Five Million Dollar Investors. All rebates to One Million Dollar
Investors, Three Million Dollar Investors and Five Million Dollar
Investors are made by issuing additional B Units.
A portion of the brokerage commissions paid by the Partnership to the
broker is, in turn, paid by the broker to the General Partner.
-8-
<PAGE> 9
THE FULCRUM FUND LIMITED PARTNERSHIP
(Formerly The Dennis Fund Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 3. COMMODITY TRADING ADVISOR
The Partnership has an advisory agreement with Dennis Trading Group,
Inc. (the commodity trading advisor) pursuant to which the A Units
pay a monthly management fee of 1/6 of 1% (2% annually) of the
month-end Net Asset Value of the subaccount (as defined in the
advisory agreement) and a quarterly incentive fee equal to 25% of the
Net New Trading Profits (as defined). The commodity trading advisor
and General Partner each receive one-half of the management and
incentive fees applicable to A Units. Pursuant to the advisory
agreement, the B Units pay a monthly management fee of 1/12 of 1.75%
(1.75% annually) of the month-end Net Asset Value of the subaccount
(as defined) and a quarterly incentive fee equal to 27.5% of the Net
New Trading Profits (as defined). The commodity trading advisor
receives 3/7 of the management fee and 7/11 of the incentive fee
applicable to B Units and the General Partner receives 4/7 of the
management fee and 4/11 of the incentive fee applicable to B Units.
Note 4. DEPOSITS WITH BROKER
The Partnership deposits cash with ED & F Man Inc. to act as broker
subject to Commodity Futures Trading Commission regulations and
various exchange and broker requirements. Margin requirements are
satisfied by the deposit of cash with such broker. The Partnership
earns interest income on its cash deposited with the broker.
Note 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS
Investments in the Partnership are made by subscription agreement,
subject to acceptance by the General Partner. The subscription price
is equal to the Net Asset Value of the units purchased plus a 5%
selling commission, unless such selling commission is waived in whole
or in part by the General Partner. Additions to partners' capital are
shown net of such selling commissions which amounted to $100,493 and
$253,334 during the nine months ended September 30, 2000 and 1999,
respectively.
The Partnership is not required to make distributions, but may do so
at the sole discretion of the General Partner. A Limited Partner may
request and receive redemption of units owned, subject to
restrictions in the Limited Partnership Agreement.
Note 6. TRADING ACTIVITIES AND RELATED RISKS
The Partnership engages in the speculative trading of U.S. and
foreign futures contracts and options on U.S. and foreign futures
contracts (collectively, "derivatives"). The Partnership is exposed
to both market risk, the risk arising from changes in the market
value of the contracts, and credit risk, the risk of failure by
another party to perform according to the terms of a contract.
Purchase and sale of futures and options on futures contracts
requires margin deposits with the broker. Additional deposits may be
necessary for any loss on contract value. The Commodity Exchange Act
requires a broker to segregate all customer transactions and assets
from such broker's proprietary activities. A customer's cash and
other property (for example, U.S. Treasury bills) deposited with a
broker are considered commingled with all other customer funds
subject to the broker's segregation requirements. In the event of a
broker's insolvency, recovery may be limited to a pro rata share of
segregated funds available. It is possible that the recovered amount
could be less than total cash and other property deposited.
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<PAGE> 10
THE FULCRUM FUND LIMITED PARTNERSHIP
(Formerly The Dennis Fund Limited Partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
-----------
Note 6. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
The Partnership has a substantial portion of its assets on deposit
with brokers and dealers in securities and other financial
institutions in connection with its cash management activities. In
the event of a financial institution's insolvency, recovery of
Partnership assets on deposit may be limited to account insurance or
other protection afforded such deposits.
For derivatives, risks arise from changes in the market value of the
contracts. Theoretically, the Partnership is exposed to a market risk
equal to the value of futures contracts purchased and unlimited
liability on such contracts sold short. As both a buyer and seller of
options, the Partnership pays or receives a premium at the outset and
then bears the risk of unfavorable changes in the price of the
contract underlying the option. Written options expose the
Partnership to potentially unlimited liability, and purchased options
expose the Partnership to a risk of loss limited to the premiums
paid.
The General Partner has established procedures to actively monitor
market risk and minimize credit risk. The Limited Partners bear the
risk of loss only to the extent of the market value of their
respective investments and, in certain specific circumstances,
distributions and redemptions received.
Note 7. SUBSEQUENT EVENTS
Effective November 1, 2000, Dennis Trading Group, Inc. was replaced
as the commodity trading advisor of the Partnership with Beacon
Management Corporation (USA) (Beacon). In addition, the Partnership
hired Stonebrook Structured Products LLC's ("Stonebrook") Volatility
Hedge Program, an overlay program designed to hedge the positions
of traditional trend-following programs during periods identified by
Stonebrook's systems as "high-risk". The Partnership has an advisory
agreement with Beacon pursuant to which the Partnership will pay a
monthly management fee of 1/12 of 2% (2% annually) of the month-end
Net Asset Value of the subaccount (as defined in the advisory
agreement) and a quarterly incentive fee equal to 20% of Net New
Trading Profits (as defined). Beacon will pay up to 22.5% of its
management and incentive fees to the General Partner. The Partnership
has an advisory agreement with Stonebrook pursuant to which the
Partnership will pay a monthly management fee equal to 1/12 of 1% (1%
annually) of the month-end Net Asset Value of the subaccount (as
defined) and a quarterly incentive fee equal to 10% of Net New
Trading Profits (as defined). Stonebrook will pay the entire
incentive fee to the General Partner. The General Partner has agreed
to rebate to the Partnership all of the incentive fees it is entitled
to from Beacon and Stonebrook through March 31, 2001.
On October 10, 2000, the name of the Partnership was changed from
The Dennis Fund Limited Partnership to The Fulcrum Fund Limited
Partnership.
Note 8. INTERIM FINANCIAL STATEMENTS
The statement of financial condition as of September 30, 2000,
including the September 30, 2000 schedule of securities, the
statements of operations for the three months and nine months ended
September 30, 2000 and 1999, and the statements of changes in
partners' capital (net asset value) for the nine months ended
September 30, 2000 and 1999, are unaudited. In the opinion of
management, such financial statements reflect all adjustments, which
were of a normal and recurring nature, necessary for a fair
presentation of financial position as of September 30, 2000, and the
results of operations for the three months and nine months ended
September 30, 2000 and 1999.
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<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The assets of the Fulcrum Fund Limited Partnership, formerly The Dennis Fund
Limited Partnership, (the "Partnership") are used to engage, directly or
indirectly, in the speculative trading of (1) commodities, futures contracts,
forward contracts, foreign exchange commitments, exchange for physicals, swap
contracts, spot (cash) commodities and other items, options on the foregoing,
and any rights pertaining to the foregoing contracts, instruments or investments
("Commodities") and (2) options, warrants, or other rights and any other
investment or transaction (together with the Commodities, "Investments") that
the Partnership's general partner, Kenmar Advisory Corp. (the "General Partner")
deems, in its sole discretion, to be consistent with the objectives of the
Partnership. From time to time, a portion of such proceeds may be used for
transactions in the cash markets or for interbank trading.
The assets of the Partnership are deposited with E.D. & F. Man International
Inc. (the "Broker") in a trading account established by the Partnership for the
commodity trading advisor and are used by the Partnership as margin to engage in
trading. Such assets are held in either a non-interest bearing bank account or
in securities approved by the Commodity Futures Trading Commission for
investment of customer funds. In addition, certain of the Partnership's assets
may also be placed in a custodian account with a cash manager to maximize the
interest earned on assets not committed as margin.
Effective November 1, 2000, Dennis Trading Group, Inc. ("DTG") was replaced as
the commodity trading advisor by Beacon Management Group (the "Advisor"). In
addition to replacing DTG with the Advisor, the Partnership hired Stonebrook
Structured Products, LLC's ("Stonebrook") Volatility Hedge Program, an overlay
program designed to hedge the positions of traditional trend-following programs
during periods identified by Stonebrook's systems as "high-risk".
CAPITAL RESOURCES
The Partnership does not have, nor does it expect to have, any capital assets.
Redemptions and sales of units of limited partnership interest ("Units") in the
future will affect the amount of funds available for trading Investments in
subsequent periods.
There are only three factors that affect the Partnership's capital resources:
(i) the trading profit or loss generated by the Advisor (including interest
income); (ii) the money invested or redeemed by the limited partners of the
Partnership (the "Limited Partners"); and (iii) capital invested or redeemed by
the General Partner. The General Partner has maintained, and shall maintain, at
all times a capital account in such an amount, up to a total of $500,000, as is
necessary for the General Partner to maintain a one percent (1%) interest in the
capital, income and losses of the Partnership. All capital contributions by the
General Partner necessary to maintain such capital account balance shall be
evidenced by Units of general partnership interest, each of which shall have an
initial value equal to the Net Asset Value per Unit (as defined below) at the
time of such contribution. The General Partner, in its sole discretion, may
withdraw any excess above its required capital contribution without notice to
the Limited Partners. The General Partner, in its sole discretion, may also
contribute any greater amount to the Partnership, for which it shall receive, at
its option, additional Units of general partnership interest at their
then-current Net Asset Value.
"Net Asset Value" of the Partnership is defined as total assets of the
Partnership, including, but not limited to, all cash and cash equivalents,
accrued interest, earned discount, and open Commodities positions, less total
liabilities, including, but not limited to, brokerage commissions that would be
payable with respect to the closing of open Commodities positions, all as
determined in accordance with the principles set forth in the Limited
Partnership Agreement of the Partnership, dated June 18, 1996 and as amended on
December 15, 1997 (the "Partnership Agreement") or, where no such principles are
specified therein, in accordance with United States generally accepted
accounting principles applied on a consistent basis ("GAAP"). The term "Net
Asset Value per Unit" is defined in the Partnership Agreement to mean the Net
Asset Value of the Partnership divided by the number of Units outstanding as of
the date of determination.
RESULTS OF OPERATIONS
The success of the Partnership is dependent upon the ability of the Advisor to
generate trading profits through the speculative trading of Investments
sufficient to produce capital appreciation after payment of all fees and
expenses. Future results will depend in large part upon the Investment markets
in general, the performance of the Advisor, the amount of additions and
redemptions, and changes in interest rates. Due to the highly leveraged nature
of Investment trading, small price movements may result in substantial losses.
Because of the nature of these factors and their interaction, it
-11-
<PAGE> 12
is impossible to predict future operating results.
The Partnership incurs substantial charges from the payment of brokerage
commissions to the Broker, management and/or incentive fees to the Advisor,
management fees, offering fees and/or incentive fees to the General Partner and
operating expenses. The Partnership is required to make substantial trading
profits to avoid depletion and exhaustion of its assets from the above-mentioned
fees and expenses.
Due to the nature of the Partnership's business, the Partnership's trading
results depend on the Advisor and the ability of its individual trading system
to take advantage of price movement or other profit opportunities in the
Investment markets. The Advisor trades in various markets at different times and
prior activity in a particular market does not mean that such markets will be
actively traded by an Advisor or will be profitable in the future. Consequently,
the results of operations of the Partnership can only be discussed in the
context of the overall trading activities of the Partnership, the Advisor's
trading activities on behalf of the Partnership as a whole and how the
Partnership has performed in the past.
In 1999 and 2000, Commodity Trading Advisors and the managed futures industry as
a whole experienced their worst annualized performance since 1994.
Trend-following CTAs, such as Dennis Trading Group (DTG), until October 2000,
the trading advisor for the Partnership, had a particularly difficult time owing
to a marked lack of trends in all but a few markets.
In general, CTAs analyze the movement of prices in the commodity and financial
futures markets to identify trends and the opportunities for profit which
accompany them. Because a CTA can take long or short positions in the futures
markets, the direction of a trend is less important than the existence of a
trend itself. CTA has the potential to generate profits when prices are
identified as trending downward, by going short or selling ahead of a price
decline, and when prices appear to be trending upward, by going long or buying
ahead of the rise in price. When prices are moving sideways (i.e., with little
movement up or down) or are exhibiting significant short-term volatility (such
as rapid intra-day or inter-day price swings) trends are few and far between,
and CTA profits can be flat or negative.
Some CTAs monitor long-term trends, some intermediate term, a few short-term.
DTG's trading strategy was opportunistic but concentrated largely on long and
intermediate-term trends. During periods of market volatility, DTG would either
exit the markets or ignore the volatility and maintain position to capture
potential profits over the long-term. As a result, drawdowns, or periods of
negative profits, can be a normal part of the business. The Partnership believes
that DTG's trading strategy, based in part on markets' trends and
counter-trends, was adversely affected by the lack of trends in the markets.
Also, DTG's trading policy, during 1999 and 2000, was to increase leverage in
its positions at the end of a profitable day and to decrease leverage at the end
of a losing day. During 1999 and 2000, there were very few consecutive
profitable days. This meant that in most instances where leverage was increased
at the end of a profitable day it was followed by a losing day thus increasing
the loss. Conversely, since there were very few consecutive profitable days, on
most profitable days DTG had committed the lowest leverage thus decreasing the
profit for that day. The Partnership also believes that this had an adverse
effect on its 2000 and 1999 results.
Set forth below is a comparison of the results of operations of the Partnership
for the three-month and nine-month periods ended September 30, 2000 and 1999.
As of September 30, 2000, the Net Asset Value of the Partnership was
$27,562,000, a decrease of approximately 18.52% from its Net Asset Value of
$33,825,209 at June 30, 2000. The Partnership's subscriptions and redemptions
for the quarter ended September 30, 2000 totaled $589,191 and $4,823,967,
respectively. For the quarter ended September 30, 2000, the Partnership had
revenues comprised of ($1,403,654) in realized losses, $907,691 in change in
unrealized gains and $459,924 in interest income compared to revenues comprised
of ($5,956,935) in realized losses, ($2,965,359) in change in unrealized losses
and $601,203 in interest income for the same period in 1999. The total income
for the third quarter of 2000 increased by $8,285,052 from the same period in
1999, while total expenses increased by $660,002 between these periods. The Net
Asset Value per A Unit decreased 6.82% from $1,127.55 at June 30, 2000 to
$1,050.68 at September 30, 2000. The Net Asset Value per B Unit decreased 6.74%
from $1,076.40 at June 30, 2000 to $1,003.86 at September 30, 2000.
Approximately 77% of the Partnership net losses during the third quarter were
attribute to interest rates, 10% to stock index, 9%, metals to and 4% to grains.
The Net Asset Value of the Partnership decreased $20,170,793, or 42.26% from
December 31, 1999 through September 30, 2000. The Partnership's subscriptions
and redemptions for the nine months ended September 30, 2000 totaled $8,055,341
and $11,079,387, respectively. For the nine months ended September 30, 2000, the
Partnership had revenues comprised of ($13,252,489) in realized losses, $430,646
in change in unrealized gains and $1,668,044 in interest income compared to
revenue comprised of $5,297,642 in realized gains, ($2,268,960) in change in
unrealized losses and $1,411,493 in interest income for the same period in 1999.
The total income for the nine months of 2000 decreased by $15,593,974 from the
same period in 1999 while expenses increased by $476,794 between these periods.
The Net Asset Value per A Unit decreased 34.72% from $1,609.53 at December 31,
1999 to $1,050.68 at September 30, 2000. The Net Asset Value per B Unit
decreased 34.57% from $1,534.23 at December 31, 1999 to $1,003.86 at September
30, 2000. Approximately 70% of the Partnership net losses during the third
quarter were attribute to interest rates, 15% to metals, 10%, grains to and 5%
to energy.
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For the reasons described in this Management's Discussion and Analysis, past
performance is not indicative of future results. As a result, any recent
increases in net realized or unrealized trading gains may have no bearing on any
results that may be obtained in the future.
LIQUIDITY
Although there is no public market for the Units, a Limited Partner
may redeem its Units in the Partnership as of any month-end upon ten (10) days'
written notice to the General Partner in the form of a request for redemption.
With respect to the Partnership's trading, in general, the Advisor will trade
only Investments that have sufficient liquidity to enable it to enter and close
out positions without causing major price movements. Notwithstanding the
foregoing, most United States commodity exchanges limit the amount by which
certain commodities may move during a single day by regulations referred to as
"daily price fluctuation limits" or "daily limits." Pursuant to such
regulations, no trades may be executed on any given day at prices beyond daily
limits. The price of a futures contract has occasionally moved the daily limit
for several consecutive days, with little or no trading, thereby effectively
preventing a party from liquidating its position. While the occurrence of such
an event may reduce or effectively eliminate the liquidity of a particular
market, it will not limit ultimate losses and may in fact substantially increase
losses because of this inability to liquidate unfavorable positions. In
addition, if there is little or no trading in a particular futures or forward
contract that the Partnership is trading, whether such illiquidity is caused by
any of the above reasons or otherwise, the Partnership may be unable to execute
trades at favorable prices and/or may be unable or unwilling to liquidate its
position prior to its expiration date, thereby requiring the Partnership to make
or take delivery of the underlying interest of the Investment.
The Partnership's trading also may be impacted by the various conflicts of
interest between the Partnership and the General Partner, the Advisor,
Stonebrook, the Broker, and their affiliates.
SAFE HARBOR STATEMENT
The discussions above and under the heading "Item 3. Quantitative and
Qualitative Disclosures About Market Risk" contain certain "forward-looking
statements" (as such term is defined in Section 21E of the Securities Exchange
Act of 1934) that are based on the beliefs of the Partnership, as well as
assumptions made by, and information currently available to, the Partnership.
Words such as "expects," "anticipates" and similar expressions have been used to
identify "forward-looking statements" but are not the exclusive means of
identifying such statements. A number of important factors could cause the
Partnership's actual results, performance or achievements for 2000 and beyond to
differ materially from the results, performance or achievements expressed in, or
implied by, such forward-looking statements. These factors include, without
limitation, risk of failure by third parties to perform according to contract
terms and the factors described above and under the heading "Item 3.
Quantitative and Qualitative Disclosures About Market Risk."
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Derivative instruments involve varying degrees of off-balance sheet market risk.
Changes in the level or volatility of interest rates or foreign currency
exchange rates or the market values of the financial instruments or commodities
underlying such derivative instruments frequently result in changes in the
Partnership's unrealized profit (loss) on such derivative instruments as
reflected in the Statements of Financial Condition included herein. The
Partnership's exposure to market risk is influenced by a number of factors,
including the relationships among derivative instruments held by the
Partnership, as well as the volatility and liquidity of the markets in which the
financial instruments are traded. There has been no material change, during the
three and nine months ended September 30, 2000, in the sources of the
Partnership's exposure to market risk.
The General Partner has procedures in place intended to control the
Partnership's exposure to market risk, although there can be no assurance that
it will, in fact, succeed in doing so. These procedures focus primarily on
monitoring the trading of the Advisor selected from time to time for the
Partnership, calculating the Net Asset Value of the Advisors' respective
Partnership accounts as of the close of business on each day and reviewing
outstanding positions for over-concentrations - both on an Advisor-by-Advisor
and an overall Partnership basis. While the General Partner will not itself
intervene in the markets to hedge or diversify the Partnership's market
exposure, the General Partner may urge the Advisor to reallocate positions, or
itself reallocate Partnership assets among different Advisors (although
typically only as of the end of a month) in an attempt to avoid
over-concentrations. However, such interventions would be unusual. Except in
cases in which it appears that an Advisor has begun to deviate from past
practice or trading policies or to be trading erratically, the General Partner's
basic risk control procedures consist of the ongoing process of Advisor
monitoring and selection, with the market risk controls being applied by the
Advisor itself.
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<PAGE> 14
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
In June, 1996, the Partnership commenced a private placement of Units in
reliance on the exemptions afforded by, among others, Section 4(2) of the 1933
Act and Rule 506 of Regulation D promulgated thereunder. Units are offered
monthly at a price per Unit equal to the then-current Net Asset Value per Unit
plus a selling commission equal to 5% unless such selling commission is waived
in whole or in part. The minimum subscription is $26,250 for new investors other
than Employee Benefit Plans or $10,500 for Employee Benefit Plans and existing
Limited Partners, which amounts include selling commissions of $1,250 and $500,
respectively.
During the third quarter of 2000, 518.5009 Units were sold for a total of
$589,191.
ITEM 5. OTHER INFORMATION
On October 10, 2000, the name of the Partnership was changed from
The Dennis Fund Limited Partnership to The Fulcrum Fund Limited Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A. EXHIBITS.
27 Financial Data Schedule.
B. REPORTS ON FORM 8-K.
The Partnership filed a report on Form 8-K dated October
3, 2000, announcing that Dennis Trading Group had been replaced as
trading advisor by Beacon Management Corporation -- Meka Program.
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<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE DENNIS FUND LIMITED PARTNERSHIP
By: Kenmar Advisory Corp., general partner
Dated: November 14, 2000 By: /s/ Kenneth A. Shewer
---------------------
Kenneth A. Shewer
Chairman
(Duly Authorized Officer of the General
Partner)
Dated: November 14, 2000 By: /s/ Thomas J. DiVuolo
---------------------
Thomas J. DiVuolo
Senior Vice President (Principal Financial
and Accounting Officer of the Registrant)
