TROON PARTNERS LP
N-30D, 1998-02-27
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                            TROON PARTNERS, L.P.

                            FINANCIAL STATEMENTS

                    WITH REPORT OF INDEPENDENT AUDITORS

                       PERIOD FROM FEBRUARY 27, 1997
                        (COMMENCEMENT OF OPERATIONS)
                            TO DECEMBER 31, 1997














<PAGE>




                              TROON PARTNERS, L.P.

                              FINANCIAL STATEMENTS


           PERIOD FROM FEBRUARY 27, 1997 (COMMENCEMENT OF OPERATIONS)
                              TO DECEMBER 31, 1997







                                    CONTENTS




Report of Independent Auditors.............................................    1
Statement of Assets, Liabilities and Partners' Capital.....................    2
Statement of Operations....................................................    3
Statement of Changes in Partners' Capital - Net Assets.....................    4
Notes to Financial Statements..............................................    5
Proxy Results (Unaudited)..................................................   12
Schedule of Portfolio Investments..........................................   13


<PAGE>

[Graphic Omitted] 
Ernst & Young LLP                787 Seventh Avenue          Phone: 212 773 3000
                                 New York, New York 10019




                         REPORT OF INDEPENDENT AUDITORS

To the Partners of
Troon Partners, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital  of  Troon  Partners,   L.P.,   including  the  schedules  of  portfolio
investments,  securities  sold, not yet purchased,  and written  options,  as of
December 31,  1997,  and the related  statements  of  operations  and changes in
partners'   capital  -  net  assets  for  the  period  from  February  27,  1997
(commencement  of operations) to December 31, 1997.  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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1997, by correspondence with
the custodian.  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  audit  provides  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 Troon  Partners,  L.P. at
December  31,  1997,  the  results  of its  operations,  and the  changes in its
partners' capital - net assets for the period from February 27, 1997 to December
31, 1997, in conformity with generally accepted accounting principles.


                                                          /s/ Ernst  & Young LLP
                                                          [GRAPHIC OMITTED]


New York, New York
February 9, 1998

                                      -1-

       Ernst & Young LLP is a member of Ernst & Young International, Ltd.



<PAGE>


TROON PARTNERS, L.P.

STATEMENT OF ASSETS, LIABILITIES AND PARTNERS' CAPITAL (IN THOUSANDS)
- --------------------------------------------------------------------------------

                                                               DECEMBER 31, 1997

ASSETS

Investments in securities, at market
  (identified cost - $80,394)                                       $108,573
Due from broker                                                           41
Due from affiliate                                                         2
Dividends receivable                                                      93
Organizational costs (net of accumulated amortization of $41)            195
Other assets                                                              19
                                                                    --------

    TOTAL ASSETS                                                     108,923
                                                                    --------

LIABILITIES

Loan payable                                                           3,188
Management fee payable                                                    82
Accrued expenses                                                         254
                                                                    --------

    TOTAL LIABILITIES                                                  3,524
                                                                    --------

         NET ASSETS                                                 $105,399
                                                                    ========

PARTNERS' CAPITAL - NET ASSETS

Represented by:
Capital contributions (net of syndications costs of $50)            $ 77,200
Accumulated net investment loss                                         (345)
Accumulated net realized gain on investments                             365
Accumulated net unrealized appreciation on investments                28,179
                                                                    --------

    PARTNERS' CAPITAL - NET ASSETS                                  $105,399
                                                                    ========



The accompanying notes are an integral part of these financial statements.

                                      -2-


<PAGE>

TROON PARTNERS, L.P.

STATEMENT OF OPERATIONS (IN THOUSANDS)
- --------------------------------------------------------------------------------

                                                   PERIOD FROM FEBRUARY 27, 1997
                                                    (COMMENCEMENT OF OPERATIONS)
                                                        TO DECEMBER 31, 1997

INVESTMENT INCOME
   Dividends                                                 $   858
   Interest                                                       69
                                                             -------
                                                                 927
                                                             -------
EXPENSES
   OPERATING EXPENSES:
      Management fee                                             683
      Professional fees                                          220
      Administration fees                                        134
      Custodian fees                                              67
      Amortization of organizational costs                        41
      Insurance expense                                           38
      Individual General Partners' fees and expenses              27
      Miscellaneous                                               10
                                                             -------
                                                               1,220
   INTEREST EXPENSE                                               52
                                                             -------

      TOTAL EXPENSES                                           1,272
                                                             -------

      NET INVESTMENT LOSS                                      (345)
                                                             -------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS

   REALIZED GAIN (LOSS) ON INVESTMENTS:
      Investment securities                                    2,564
      Purchased options                                       (2,199)
                                                             -------

         NET REALIZED GAIN ON INVESTMENTS                        365
                                                             -------

   NET UNREALIZED APPRECIATION ON INVESTMENTS                 28,179
                                                             -------

         NET REALIZED AND UNREALIZED GAIN                     28,544
                                                             -------

         INCREASE IN PARTNERS' CAPITAL DERIVED FROM
            INVESTMENT ACTIVITIES                            $28,199
                                                             =======


The accompanying notes are an integral part of these financial statements.

                                      -3-

<PAGE>

TROON PARTNERS, L.P.

STATEMENT OF CHANGES IN PARTNERS' CAPITAL - NET ASSETS (IN THOUSANDS)
- --------------------------------------------------------------------------------

                                                   PERIOD FROM FEBRUARY 27, 1997
                                                    (COMMENCEMENT OF OPERATIONS)
                                                       TO DECEMBER 31, 1997

FROM INVESTMENT ACTIVITIES

   Net investment loss                                     $   (345)
   Net realized gain on investments                             365
   Net unrealized appreciation on investments                28,179
                                                           --------

      Increase in partners' capital derived
         from investment activities                          28,199

PARTNERS' CAPITAL TRANSACTIONS

   Capital contributions                                     77,250
   Syndication costs                                            (50)
                                                           --------

      INCREASE IN PARTNERS' CAPITAL DERIVED
         FROM CAPITAL TRANSACTIONS                           77,200

      PARTNERS' CAPITAL AT BEGINNING OF PERIOD                    0
                                                           --------

      PARTNERS' CAPITAL AT END OF PERIOD                   $105,399
                                                           ========





The accompanying notes are an integral part of these financial statements.

                                      -4-



<PAGE>


TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS  - DECEMBER 31, 1997
- --------------------------------------------------------------------------------

     1.  ORGANIZATION

         Troon  Partners,  L.P.  (the  "Partnership")  was  organized  under the
         Delaware Revised Uniform Limited  Partnership Act on December 12, 1996.
         The Partnership is registered under the Investment  Company Act of 1940
         (the  "Act") as a  closed-end,  non-diversified  management  investment
         company.  The  Partnership  will operate until December 31, 2021 unless
         further  extended or sooner  terminated  as provided for in the Limited
         Partnership  Agreement (the  "Agreement"),  dated December 19, 1996, as
         amended   October  29,  1997  (see  Proxy  Results  on  page  12).  The
         Partnership's   investment  objective  is  to  seek  long-term  capital
         appreciation.  The  Partnership  pursues  this  objective  by investing
         principally in equity securities of publicly traded U.S. companies. The
         Partnership  may also invest in equity  securities of foreign  issuers,
         bonds, options and other fixed-income securities of U.S. issuers.

         There are four  "Individual  General  Partners"  and a  "Manager."  The
         Manager is Troon  Management,  L.L.C.  which is a joint venture between
         CIBC  Oppenheimer  Corp.  (formerly  Oppenheimer & Co.,  Inc.) and Mark
         Asset Management Corporation ("MAMC"). Investment professionals at MAMC
         manage the Partnership's  investment portfolio on behalf of the Manager
         under CIBC Oppenheimer Corp.'s ("CIBC Opco") supervision.

         The  acceptance of initial and additional  contributions  is subject to
         approval by the Manager. The Partnership may from time to time offer to
         repurchase  interests  pursuant to written  tenders by  Partners.  Such
         repurchases  will be made at such  times  and on such  terms  as may be
         determined by the Individual  General  Partners,  in their complete and
         exclusive  discretion.  Beginning  in 1998,  the Manager  expects  that
         generally it will recommend to the Individual General Partners that the
         Partnership  repurchase  interests  from  Partners  once in  each  year
         effective as of the end of each such year.

     2.  SIGNIFICANT ACCOUNTING POLICIES

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles requires the Manager to make estimates
         and  assumptions  that  affect the amounts  reported  in the  financial
         statements  and  accompanying  notes.  The  Manager  believes  that the
         estimates utilized in preparing the Partnership's  financial statements
         are reasonable and prudent;  however,  actual results could differ from
         these estimates.

                                      -5-

<PAGE>


TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1997 (CONTINUED)
- --------------------------------------------------------------------------------

         a.   PORTFOLIO VALUATION

              Securities  transactions,  including related revenue and expenses,
              are recorded on a trade-date  basis and  dividends are recorded on
              an  ex-dividend  date  basis.  Interest  income is recorded on the
              accrual basis.

              Domestic  exchange traded or NASDAQ listed equity  securities will
              be valued at their last  composite  sale prices as reported on the
              exchanges  where such  securities are traded.  If no sales of such
              securities are reported on a particular  day, the securities  will
              be valued  based upon their  composite  bid prices for  securities
              held long,  or their  composite  ask prices  for  securities  held
              short,  as  reported  by such  exchanges.  Securities  traded on a
              foreign  securities  exchange  will be valued  at their  last sale
              prices on the exchange where such securities are primarily traded,
              or in the absence of a reported sale on a particular day, at their
              bid prices (in the case of securities held long) or ask prices (in
              the case of securities  held short) as reported by such  exchange.
              Listed  options will be valued using last sales prices as reported
              by the exchange  with the highest  reported  daily volume for such
              options  or, in the absence of any sales on a  particular  day, at
              their bid prices as  reported  by the  exchange  with the  highest
              volume on the last day a trade was reported.  Other securities for
              which market  quotations  are readily  available will be valued at
              their bid  prices (or ask  prices in the case of  securities  held
              short) as obtained  from one or more  dealers  making  markets for
              such securities.  If market quotations are not readily  available,
              securities  and  other  assets  will be  valued  at fair  value as
              determined  in good  faith by, or under the  supervision  of,  the
              Individual General Partners.

              Debt  securities  will be valued in accordance with the procedures
              described above, which with respect to such securities may include
              the use of valuations furnished by a pricing service which employs
              a matrix to  determine  valuation  for normal  institutional  size
              trading units. The Individual  General Partners will  periodically
              monitor  the  reasonableness  of  valuations  provided by any such
              pricing service.  Debt securities with remaining  maturities of 60
              days or less  will,  absent  unusual  circumstances,  be valued at
              amortized  cost,  so long as such  valuation is  determined by the
              Individual General Partners to represent fair value.

              All  assets  and  liabilities   initially   expressed  in  foreign
              currencies  will be  converted  into U.S.  dollars  using  foreign
              exchange rates provided by a pricing  service  compiled as of 4:00
              p.m.  London  time.  Trading in foreign  securities  generally  is
              completed, and the values of such securities are determined, prior
              to the close of securities  markets in the U.S.  Foreign  exchange
              rates are also determined prior to such close.


                                      -6-

<PAGE>


TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1997 (CONTINUED)
- --------------------------------------------------------------------------------

              On occasion,  the values of such securities and exchange rates may
              be  affected by events  occurring  between the time such values or
              exchange  rates  are  determined  and the time  that the net asset
              value  of  the   Partnership  is  determined.   When  such  events
              materially affect the values of securities held by the Partnership
              or its liabilities, such securities and liabilities will be valued
              at fair  value as  determined  in good  faith  by,  or  under  the
              supervision of, the Individual General Partners.

         b.   PARTNERSHIP EXPENSES

              The expenses  incurred by the  Partnership in connection  with its
              organization,  which were $236,274,  are being amortized over a 60
              month  period  beginning  with  the  commencement  of  operations,
              February 27, 1997.

              Syndication  costs totaling  $50,000 related to the  Partnership's
              initial  offering  have  been  charged  directly  to  the  capital
              accounts of the limited partners of record as of April 30, 1997.

         c.   INCOME TAXES

              No federal,  state or local  income  taxes will be provided on the
              profits of the  Partnership  since the partners  are  individually
              liable for their share of the Partnership's income.

     3.  MANAGEMENT FEE, RELATED PARTY TRANSACTIONS AND OTHER

         CIBC Opco provides certain  management and  administrative  services to
         the Partnership including,  among other things,  providing office space
         and other  support  services to the  Partnership.  In exchange for such
         services,  the Partnership  pays CIBC Opco a monthly  management fee of
         .08333% (1% on an  annualized  basis) of the  Partnership's  net assets
         determined  as  of  the  beginning  of  the  month,   excluding  assets
         attributable to the Manager's capital account.

         During the period ended December 31, 1997,  CIBC Opco earned $10,500 in
         brokerage commissions from portfolio transactions executed on behalf of
         the Partnership.

         At the end of the twelve  month  period  following  the  admission of a
         limited  partner to the  Partnership,  and generally at the end of each
         fiscal  year  thereafter,  the  Manager  is  entitled  to an  incentive
         allocation  of 20% of net profits,  if any,  that have been credited to
         the

                                      -7-

<PAGE>


TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1997 (CONTINUED)
- --------------------------------------------------------------------------------

         capital  account  of such  limited  partner  during  such  period.  The
         incentive  allocation  will be charged to a limited partner only to the
         extent that cumulative net profits with respect to such limited partner
         through the close of any period exceeds the highest level of cumulative
         net profits with respect to such limited  partner  through the close of
         any prior  period.  There was no  incentive  allocation  for the period
         ended December 31, 1997.

         Each Independent  Individual General Partner, who is not an "interested
         person" of the Partnership,  as defined by the Act,  receives an annual
         retainer of $5,000 plus a fee for each meeting attended. Any Individual
         General  Partner  who is an  "interested  person"  does not receive any
         annual  or other  fees from the  Partnership.  All  Individual  General
         Partners  are  reimbursed  by  the   Partnership   for  all  reasonable
         out-of-pocket expenses incurred by them in performing their duties. For
         the period from  February 27, 1997 to December  31, 1997,  fees paid to
         the Individual General Partners  (including meeting fees and the annual
         retainer) and expenses totaled $26,572. One Individual General Partner,
         who is an  "interested  person"  of the  Partnership  holds  a  limited
         partnership interest in the Partnership.

         Morgan Stanley Trust Company  serves as Custodian of the  Partnership's
         assets.

         PFPC  Inc.  serves  as  Administrator   and  Accounting  Agent  to  the
         Partnership,   and  in  that  capacity  provides  certain   accounting,
         recordkeeping, tax and investor related services.

     4.  SECURITIES TRANSACTIONS

         Aggregate  purchases  and  sales of  investment  securities,  excluding
         short-term  securities,  for  the  period  from  February  27,  1997 to
         December  31,  1997,   amounted  to   $123,074,401   and   $47,346,578,
         respectively.

         At December 31, 1997,  the cost of  investments  for federal income tax
         purposes was substantially the same as the cost for financial reporting
         purposes (see Schedule of Portfolio Investments). At December 31, 1997,
         accumulated net unrealized appreciation on investments was $28,178,859,
         consisting of $29,658,068 gross unrealized  appreciation and $1,479,209
         gross unrealized depreciation.

         Due from broker  primarily  represents  receivables  and payables  from
         unsettled security trades.


                                      -8-

<PAGE>


TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1997 (CONTINUED)
- --------------------------------------------------------------------------------

     5.  SHORT-TERM BORROWINGS

         The  Partnership  has the  ability  to trade  on  margin  and,  in that
         connection,   borrow  funds  from  brokers  and  banks  for  investment
         purposes.  Trading in equity  securities on margin  involves an initial
         cash requirement representing at least 50% of the underlying security's
         value  with  respect  to  transactions  in  U.S.  markets  and  varying
         percentages  with respect to transactions in foreign  markets.  The Act
         requires the  Partnership to satisfy an asset  coverage  requirement of
         300% of its indebtedness,  including amounts borrowed,  measured at the
         time the Partnership incurs the indebtedness.  As of December 31, 1997,
         the Partnership had outstanding  margin  borrowings of $3,188,472.  The
         Partnership  pays  interest  on  outstanding  margin  borrowings  at an
         annualized rate of LIBOR plus .875%. The Partnership pledges securities
         as  collateral  for the margin  borrowings,  which are  maintained in a
         segregated account held by the Custodian.

     6.  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK OR
         CONCENTRATIONS OF CREDIT RISK

         The risk  associated  with purchasing an option is that the Partnership
         pays a premium  whether or not the option is  exercised.  Additionally,
         the Partnership  bears the risk of loss of premium and change in market
         value should the counterparty  not perform under the contract.  Put and
         call  options  purchased  are  accounted  for in  the  same  manner  as
         investment securities.

         Transactions in purchased options were as follows:

<TABLE>
<CAPTION>
                                                  CALL OPTIONS                            PUT OPTIONS
                                        ------------------------------          ------------------------------ 
                                           NUMBER                                   NUMBER
                                        OF CONTRACTS           COST              OF CONTRACTS        COST
                                        ------------      ------------           ------------     ------------
         <S>                              <C>             <C>                       <C>            <C>
         Beginning balance                     --         $          0                   --        $         0
         Options purchased                 14,126           12,569,092               14,412         10,740,990
         Options closed                   (12,790)         (10,990,373)             (13,338)        (9,905,406)
         Expired options                     (226)            (267,054)                (418)          (268,697)
                                          --------        ------------              -------        -----------
         Options outstanding at
           December 31, 1997                1,110         $  1,311,665                  656        $   566,887
                                          =========      =============             ========        ===========
</TABLE>


                                      -9-

<PAGE>


TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1997 (CONTINUED)
- --------------------------------------------------------------------------------


     7.  FINANCIAL INSTRUMENTS HELD OR ISSUED FOR TRADING PURPOSES

         The  Partnership   maintains   positions  in  a  variety  of  financial
         instruments.  The  following  table  summarizes  the  components of net
         realized and unrealized gains from investment transactions:



                                                       NET GAINS / (LOSSES)
                                                       FOR THE PERIOD ENDED
                                                         DECEMBER 31, 1997
                                                       --------------------

           Equity securities                                $ 30,557,274
           Equity options                                    (   366,788)
           Equity index options                              ( 1,646,649)
                                                            ------------
                                                            $ 28,543,837
                                                            ============


         The following table presents the market values of derivative  financial
         instruments and the average market values of those instruments:


                                                           AVERAGE MARKET VALUE
                                     MARKET VALUE AT       FOR THE PERIOD ENDED
                                    DECEMBER 31, 1997        DECEMBER 31, 1997
                                    -----------------    ---------------------
        ASSETS:
           Equity options              $1,940,190               $964,800
           Equity index options           121,550                167,388

         Average market values  presented above are based upon month-end  market
         value during the period ended December 31, 1997.


                                      -10-

<PAGE>


TROON PARTNERS, L.P.

NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1997 (CONTINUED)
- --------------------------------------------------------------------------------

     8.  SELECTED FINANCIAL RATIOS AND OTHER SUPPLEMENTAL INFORMATION

         The  following  represents  the ratios to average  net assets and other
         supplemental information for the period indicated:

                                                               FEBRUARY 27, 1997
                                                               (COMMENCEMENT OF
                                                                OPERATIONS) TO
                                                               DECEMBER 31, 1997
                                                               -----------------

           Ratio of net investment loss to average net assets      (0.49%)*
           Ratio of operating expenses to average net assets        1.73%*
           Ratio of interest expense to average net assets          0.07%*
           Portfolio turnover rate                                 58.73%
           Average commission rate paid                           $0.0566**
           Total return                                            37.60%***
           Average debt ratio                                       1.06%


         *    Annualized.
         **   Average commission rate paid on purchases and sales of  investment
              securities held long.
         ***  Total return assumes a purchase of a Limited Partnership  interest
              in the Partnership on the first day and a sale of the  Partnership
              interest  on  th  last  day  of the period noted, before incentive
              allocation to the Manager, if any. Total  returns for a period  of
              less  than a full  year  are not annualized.

     9.  SUBSEQUENT EVENT

         Effective  January  1,  1998,  the  Partnership   received   additional
         Limited Partner capital contributions of approximately $6,370,000.

         In February, 1998, the Individual  General Partners determined that the
         Partnership  will  make  an  offer  to  repurchase up to $25,000,000 in
         interests in the Partnership, effective as of March 31, 1998.



                                      -11-

<PAGE>


TROON PARTNERS, L.P.

PROXY RESULTS (UNAUDITED) - DECEMBER 31, 1997
- --------------------------------------------------------------------------------


           On  September  30,  1997,  a Special  Meeting of the  Partners of the
           Partnership  was held to approve a proposed  amendment to the Limited
           Partnership  Agreement  which  authorized  the Manager to continue to
           provide  investment advice and management to the Partnership upon the
           consummation  of the  acquisition  of Oppenheimer & Co., Inc. by CIBC
           Wood Gundy  Securities  Corp. A total of 253  Partners,  representing
           $55,543,862  of interests in the  Partnership  and 65.8% of the votes
           eligible  to be cast at the  Special  Meeting  voted to  approve  the
           amended Limited Partnership Agreement as follows:

                      FOR               AGAINST               ABSTAIN
                  ---------             -------              ---------

                  53,297,562            837,310              1,408,990


                                      -12-



<PAGE>

TROON PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS

                                                               DECEMBER 31, 1997
                                                                 MARKET VALUE
SHARES
         COMMON STOCKS - 99.04%
            APPLICATIONS SOFTWARE - .27%
  6,793          Intuit, Inc. *                                  $   280,211
                                                                 -----------

            BANKING - REGIONAL - 2.38%
  7,403          Wells Fargo & Co.(a)                              2,512,860
                                                                 -----------

            BEVERAGES NON-ALCOHOLIC - 2.09%
 33,092          Coca-Cola Co.                                     2,206,839
                                                                 -----------

            BROADCASTING - 1.68%
 33,124          Grupo Televisa S.A. - Sponsored GDR*              1,281,501
 71,536          TCI Satellite Entertainment, Inc., Class A*         491,810
                                                                 -----------
                                                                   1,773,311
                                                                 -----------

            BUILDING - RESIDENTIAL/COMMERCIAL - 1.21%
 59,100          Lennar Corp.                                      1,274,373
                                                                 -----------

            CABLE TV - 24.12%
 21,381          Cablevision Systems Corp., Class A*               2,047,231
 52,565          Comcast Corp., Class A                            1,675,509
 99,239          Comcast Corp., Special Class A                    3,132,281
 18,052          Comcast UK Cable Partners, Ltd., Class A*           170,375
 96,848          Cox Communications, Inc., Class  A*               3,880,021
 77,440          HSN, Inc. *                                       3,988,160
161,828          Tele-Communications Liberty Media Group.,
                    Inc., Series A*                                5,866,265
166,831          Tele-Communications-TCI Group,
                    Series A*                                      4,660,924
                                                                 -----------
                                                                  25,420,766
                                                                 -----------

            CASINO HOTELS - 1.52%
 70,687          Mirage Resorts, Inc.*                             1,608,129
                                                                 -----------

            CHEMICALS - DIVERSIFIED - 1.14%
 28,490          Monsanto Co.                                      1,196,580
                                                                 -----------


The accompanying notes are an integral part of these financial statements.

                                      -13-



<PAGE>

TROON PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)
- --------------------------------------------------------------------------------

                                                               DECEMBER 31, 1997
                                                                 MARKET VALUE
SHARES
         COMMON STOCKS - (CONTINUED)
            COMMERCIAL SERVICES - 3.63%
111,362          Cendant Corp.*                                  $ 3,828,075
                                                                 -----------

            COMMERCIAL SERVICES - FINANCE - 1.07%
 45,816          Crescent Operating, Inc. *                        1,122,492
                                                                 -----------

            COMMUNICATIONS SOFTWARE - .02%
 17,543          General Magic, Inc.*                                 24,121
                                                                 -----------

            COMPUTER SOFTWARE - 6.24%
 43,761          Microsoft Corp. *                                 5,656,109
  8,458          SAP AG - Sponsored ADR                              921,846
                                                                 -----------
                                                                   6,577,955
                                                                 -----------

            COMPUTERS - MICRO - 4.48%
 56,232          Dell Computer Corp.*                              4,723,488
                                                                 -----------

            DIVERSIFIED MANUFACTURING OPERATIONS - 2.67%
 95,440          CBS Corp.                                         2,809,563
                                                                 -----------

            FINANCE - CREDIT CARDS - 2.48%
 29,235          American Express Co.       (a)                    2,609,224
                                                                 -----------

            FINANCIAL GUARANTEE INSURANCE - 2.88%
 45,699          MGIC Investment Corp.                             3,038,984
                                                                 -----------

            GOLD MINING - .03%
 12,186          Echo Bay Mines Ltd.                                  29,709
                                                                 -----------

            HOTELS & MOTELS - 2.87%
154,369          Host Marriott Corp.*                              3,029,492
                                                                 -----------

            INTERNET CONTENT - .88%
 36,917          At Home Corp., Series A*                            927,540
                                                                 -----------

The accompanying notes are an integral part of these financial statements.

                                      -14-

<PAGE>

TROON PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)
- --------------------------------------------------------------------------------
                                                               DECEMBER 31, 1997
                                                                 MARKET VALUE
SHARES
         COMMON STOCKS - (CONTINUED)
            INTERNET SOFTWARE - .34%
 11,834          Excite, Inc.*                                   $   355,020
                                                                 -----------

            INVESTMENT COMPANIES - 2.98%
110,866          Telecom-TCI Ventures Group, Series A*             3,138,949
                                                                 -----------

            MULTIMEDIA - 4.12%
 90,118          News Corp. Ltd. - Sponsored ADR                   2,010,803
 37,676          Time Warner, Inc.        (a)                      2,335,912
                                                                 -----------
                                                                   4,346,715
                                                                 -----------

            OIL COMPANIES - EXPLORATION & PRODUCTION - 2.58%
 93,611          Pioneer Natural Resources, Co.                    2,714,719
                                                                 -----------

            RADIO - .31%
 23,054          Grupo Radio Centro S.A. de C.V. - Sponsored ADR     328,520
                                                                 -----------

            REAL ESTATE INVESTMENT/MANAGEMENT - 1.04%
 46,375          LNR Property Corp.                                1,095,609
                                                                 -----------

            REAL ESTATE INVESTMENT TRUST - HOTEL/RESTAURANT - 4.90%
 89,283          Starwood Lodging Trust                            5,167,254
                                                                 -----------

            REAL ESTATE INVESTMENT TRUST - OFFICE PROPERTY - 9.41%
104,748          Boston Properties, Inc.                           3,463,283
153,886          Crescent Real Estate Equities Company             6,059,261
 12,375          Equity Office Properties Trust                      390,592
                                                                 -----------
                                                                   9,913,136
                                                                 -----------

            REAL ESTATE INVESTMENT TRUST - SHOPPING CENTERS - 4.99%
112,075          Vornado Realty Trust                              5,260,576
                                                                 -----------

            RETAIL - DISCOUNT - .82%
 21,818          Wal-Mart Stores, Inc.                               860,458
                                                                 -----------

The accompanying notes are an integral part of these financial statements.

                                      -15-

<PAGE>

TROON PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)
- --------------------------------------------------------------------------------

                                                               DECEMBER 31, 1997
                                                                 MARKET VALUE

SHARES   COMMON STOCKS - (CONTINUED)
            RETAIL - RESTAURANTS - 2.79%
 44,439          Host Marriott Services Corp.*                  $    661,030
 47,842          McDonald's Corp.                                  2,284,456
                                                                ------------
                                                                   2,945,486
                                                                ------------

            SATELLITE TELECOMMUNICATIONS - 2.86%
 32,615          Globalstar Telecommunications Ltd.*               1,602,212 
 66,113          Loral Space and Communications Ltd.*(a)           1,417,331 
                                                                ------------
                                                                   3,019,543 
                                                                ------------

            TELECOMMUNICATIONS EQUIPMENT - .24%
 14,051          NextLevel Systems, Inc.*                            251,162
                                                                ------------

                 TOTAL COMMON STOCKS (COST $76,585,164)          104,390,859
                                                                ============

         PREFERRED STOCKS - 2.01%
            MULTIMEDIA - 2.01%
106,707          News Corp. Ltd. - Sponsored ADR Preferred         2,120,802
                                                                ------------

                 TOTAL PREFERRED STOCKS (COST $1,930,826)          2,120,802
                                                                ============

NUMBER OF
CONTRACTS
         CALL OPTIONS - 1.70%
            AIRLINES - .24%
    176          UAL Corp., 01/17/98, $80.00                         257,400
                                                                ------------

            BANKING - REGIONAL - .39%
     24          Wells Fargo & Co., 01/17/98, $250.00                215,100
     24          Wells Fargo & Co., 01/17/98, $260.00                193,200
                                                                ------------
                                                                     408,300
                                                                ------------

            BROADCASTING SERVICE/PROGRAMMING - .04%
     44          Grupo Televisa S.A.- Sponsored GDR,
                    01/17/98, $30.00                                  37,950
                                                                ------------


The accompanying notes are an integral part of these financial statements.

                                      -16-

<PAGE>

TROON PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)
- --------------------------------------------------------------------------------

                                                               DECEMBER 31, 1997
NUMBER OF                                                        MARKET VALUE
CONTRACTS

         CALL OPTIONS - (CONTINUED)
            CABLE TV - .28%
    176          HSN, Inc., 01/17/98, $35.00                     $   297,000
                                                                 -----------

            COMMERCIAL SERVICES - .12%
     88          Cendant Corp., 01/17/98, $20.00                     124,300
                                                                 -----------

            COMPUTER SOFTWARE - .09%
     45          Microsoft Corp., 01/17/98, $110.00                   97,875
                                                                 -----------

            FINANCE - CREDIT CARDS - .03%
     39          American Express Co., 01/17/98, $80.00               35,588
                                                                 -----------

            MEDICAL - DRUGS - .16%
     96          Pfizer, Inc., 01/17/98, $60.00                      142,800
     24          Pfizer, Inc., 01/17/98, $65.00                       24,000
                                                                 -----------
                                                                     166,800
                                                                 -----------

            REAL ESTATE INVESTMENT TRUST - HOTEL/RESTAURANT - .25%
     88          Starwood Lodging Trust, 01/17/98, $50.00             69,300
    154          Starwood Lodging Trust, 02/21/98, $45.00            196,350
                                                                 -----------
                                                                     265,650
                                                                 -----------

            RETAIL - RESTAURANTS - .10%
    132          McDonald's Corp., 01/17/98, $40.00                  102,300
                                                                 -----------

                 TOTAL CALL OPTIONS (COST $1,311,665)              1,793,163
                                                                 ===========


         PUT OPTIONS - .26%
            ATHLETIC FOOTWEAR - .05%
     88          Nike, Inc., 01/17/98, $45.00                         50,600
                                                                 -----------



The accompanying notes are an integral part of these financial statements.

                                      -17-

<PAGE>

TROON PARTNERS, L.P.

SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED)
- --------------------------------------------------------------------------------

                                                               DECEMBER 31, 1997
NUMBER OF                                                        MARKET VALUE
CONTRACTS
         PUT OPTIONS - (CONTINUED)
            COMPUTER SOFTWARE - .02%
     18          Avant! Corp., 01/17/98, $25.00                 $     15,300
                                                                ------------

            ELECTRONIC COMPONENTS - SEMICONDUCTORS - .02%
     44          Intel Corp., 01/17/98, $75.00                        24,750
                                                                ------------

            OIL COMPANIES - INTEGRATED - .02%
     44          Texaco, Inc., 01/17/98, $60.00                       23,650
                                                                ------------

            OIL & GAS DRILLING - .03%
     44          Diamond Offshore Drilling, Inc., 01/17/98, $50.00    12,377
     44          Rowan Companies, Inc., 01/17/98, $35.00              20,350
                                                                ------------
                                                                      32,727
                                                                ------------

            STOCK INDEX - .12%
    374          S&P 100 Index, 01/17/98, $440.00                  121,550 
                                                                ------------

                 TOTAL PUT OPTIONS (COST $566,887)                   268,577
                                                                ============


                 TOTAL INVESTMENTS (COST $80,394,542) - 10       108,573,401
                                                                ============

                 OTHER ASSETS, LESS LIABILITIES - (3.01%)         (3,174,540)

                 NET ASSETS - 100.00%                           $105,398,861
                                                                ============




(a)  Partially  held in a pledged  account by the  Custodian as  collateral  for
     borrowings.
*    Non-income Producing Security


The accompanying notes are an integral part of these financial statements.

                                      -18-



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