<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN LIMITED PARTNERSHIP AGREEMENT)
<TABLE>
<S> <C> <C>
NEW YORK 6793
(STATE OF ORGANIZATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
SMITH BARNEY FUTURES MANAGEMENT INC.
GENERAL PARTNER
390 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 723-5424
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICE)
------------------------
EMILY M. ZEIGLER, ESQ.
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019-6099
(212) 728-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or 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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT BEING OFFERING AGGREGATE AMOUNT OF
OF SECURITIES BEING REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE(1)
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<S> <C> <C> <C> <C>
Units of Limited
Partnership Interest....... 100,000 Units $1,000 per Unit $100,000,000 $29,500
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION 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 ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
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<C> <S> <C>
1. Forepart of the Registration Statement and Outside
Front Cover of Prospectus........................ Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Inside Cover Page; Table of Contents
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges............... Summary of the Prospectus; Risk Factors
4. Use of Proceeds.................................... Use of Proceeds
5. Determination of Offering Price.................... Cover Page; Plan of Distribution
6. Dilution........................................... *
7. Selling Security Holders........................... *
8. Plan of Distribution............................... Plan of Distribution
9. Description of Securities to be Registered......... Cover Page; Redemptions; The Limited
Partnership Agreement
10. Interests of Named Experts and Counsel............. Legal Matters
11. Information With Respect to the Registrant......... Summary of the Prospectus; Risk Factors;
Commodity Futures Markets; Trading
Policies;
Financial Statements; The General Partner;
The Advisors; Conflicts of Interest;
Fees and Expenses to the Partnership;
The Limited Partnership Agreement
12. Disclosure of Commission Position on Indemnifi-
cation for Securities Act Liability.............. *
</TABLE>
- ---------------
* Not applicable.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED AUGUST 20, 1998
15,000 UNITS OF LIMITED PARTNERSHIP INTEREST
SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L.P.
------------------
Salomon Smith Barney Global Diversified Futures Fund L.P. (the
"Partnership") is a limited partnership organized under the laws of the State of
New York to engage in the speculative trading of a diversified portfolio of
commodity interests including futures contracts, options and forward contracts.
The Partnership is soliciting subscriptions for 100,000 units of limited
partnership interest (the "Units"). The minimum number of Units required to be
sold in order for the Partnership to begin trading is 15,000 ($15,000,000). No
underwriting commissions are charged; hence, the entire amount of the
subscription price will be available for the Partnership's trading.
Smith Barney Inc. ("SB") will act as the commodity broker/dealer for the
Partnership and its affiliate, Smith Barney Futures Management Inc., is the
General Partner of the Partnership (the "General Partner"). See "The General
Partner" and "The Commodity Broker/Dealer". All trading decisions will initially
be made for the Partnership by Campbell & Company, Inc. ("Campbell"), Eagle
Trading Systems Inc. ("Eagle"), Eckhardt Trading Company ("Eckhardt"), and Rabar
Market Research, Inc. ("Rabar"). Campbell, Eagle, Eckhardt and Rabar may be
collectively referred to as the "Advisors." None of the Advisors is affiliated
with the General Partner or SB. See "The Advisors" and "Conflicts of Interest".
THESE ARE SPECULATIVE SECURITIES.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS. (SEE
"RISK FACTORS" AT PAGES 10-16). THIS OFFERING INVOLVES SIGNIFICANT RISKS AND THE
FOLLOWING LIST OF RISKS IS NOT COMPLETE:
-- COMMODITY TRADING IS SPECULATIVE AND VOLATILE (AN INVESTOR COULD LOSE ALL
OF HIS INVESTMENT.)
-- AUTHORIZATION OF SUBSTANTIAL FEES TO GENERAL PARTNER AND AFFILIATES (THE
PARTNERSHIP REQUIRES A RETURN OF 8.04% DURING THE CURRENT YEAR OF
OPERATIONS TO BREAK EVEN, ASSUMING 15,000 UNITS HAVE BEEN SOLD AT $1000
PER UNIT AND A RETURN OF 5.36% DURING THE CURRENT YEAR OF OPERATIONS TO
BREAK EVEN, ASSUMING 100,000 UNITS OFFERED HEREBY ARE SOLD AT $1000 PER
UNIT. SUBSTANTIAL INCENTIVE FEES MAY BE PAID TO ONE OR MORE OF THE
ADVISORS EVEN THOUGH THE PARTNERSHIP MAY INCUR A NET LOSS FOR THE FULL
YEAR.)
-- CONFLICTS OF INTEREST MAY EXIST IN THE MANAGEMENT OF THE PARTNERSHIP
(INCLUDING THE RELATIONSHIP BETWEEN THE GENERAL PARTNER AND THE COMMODITY
BROKER/DEALER; THE BROKERAGE RATE CHARGED BY THE COMMODITY BROKER/DEALER;
DISTRIBUTION OF PROFITS; ACCOUNTS OF SB, THE GENERAL PARTNER AND THEIR
AFFILIATES; CONTROL OF OTHER ACCOUNTS BY THE ADVISORS; OTHER ACTIVITIES
AND POOLS OPERATED BY SB; AND INCENTIVE FEES CHARGED BY THE ADVISORS).
THESE CONFLICTS OF INTEREST MAY ADVERSELY AFFECT THE NET PERFORMANCE OF
THE PARTNERSHIP.
-- NO PUBLIC MARKET FOR UNITS EXISTS.
-- LIMITED PARTNERS HAVE LIMITED VOTING RIGHTS WITH RESPECT TO THE
PARTNERSHIP'S AFFAIRS.
-- WHILE THE GENERAL PARTNER DOES NOT INTEND TO MAKE DISTRIBUTIONS, PROFITS
EARNED IN ANY YEAR WILL RESULT IN AN INCREASE IN A LIMITED PARTNER'S TAX
LIABILITY.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THE
SECURITIES ARE SUITABLE FOR INVESTMENT ONLY BY A PERSON WHO CAN AFFORD TO LOSE
HIS ENTIRE INVESTMENT. SEE "RISK FACTORS" AT PAGES 10-16.
THIS OFFERING IS NOT A MUTUAL FUND OR ANY OTHER TYPE OF INVESTMENT COMPANY
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940 AND IS NOT SUBJECT TO
REGULATION THEREUNDER. SEE "RISK FACTORS" AT PAGES 10-16.
SUBSCRIBERS WILL BE REQUIRED TO MAKE CERTAIN REPRESENTATIONS AND WARRANTIES
IN THE SUBSCRIPTION AGREEMENT.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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.
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<S> <C> <C> <C>
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PROCEEDS TO
PRICE TO UNDERWRITING THE PARTNERSHIP
PUBLIC COMMISSIONS(1) (1)(2)(3)
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Per Unit (minimum purchase: $5,000)(4)............. $1,000 (1) $1,000
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Total Minimum...................................... $15,000,000 (1) $15,000,000
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Total Maximum...................................... $100,000,000 (1) $100,000,000
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</TABLE>
(Notes on pages ii and iii)
------------------
SMITH BARNEY INC.
The date of this Prospectus and Disclosure Document is , 1998
<PAGE> 4
The Partnership is soliciting subscriptions for 100,000 units of limited
partnership interest ("Units") with a minimum subscription per investor of
$5,000 (except that the minimum investment is $2,000 for employee benefit plans,
subject to higher minimums in certain states). Units will be offered at $1,000
per Unit for a period of 90 days from the date hereof unless earlier terminated
by the General Partner or extended for up to an additional 60 days, in the
General Partner's sole discretion and for any reason (the "Initial Offering
Period"). If a minimum of 15,000 Units ($15,000,000) is sold during the Initial
Offering Period, the Partnership will begin trading operations. After the
Initial Offering Period, the Partnership will continue to offer Units until the
earlier of two years from the date hereof and the date on which all of the Units
are sold (the "Continuous Offering"). During the Continuous Offering, Units and
fractional Units (rounded to four decimal places) will be sold at their Net
Asset Value per Unit as of the last business day of the quarter ending at least
5 days after a subscription is accepted. Net Asset Value is defined in the
Glossary at page 110. A subscription may be revoked by a subscriber if the
General Partner determines not to offer Units as of the end of a quarter. See
"Plan of Distribution" and "Subscription Procedure". The Units are being offered
through SB on a best efforts basis without any firm underwriting commitment (so
that neither SB nor any other underwriter has agreed to purchase any Units). The
Partnership will dissolve no later than December 31, 2018. See "Summary of the
Prospectus -- The Partnership -- Dissolution of the Partnership".
- ---------------
NOTES:
(1) The Units are being offered on a best efforts basis through SB and such
other members of the National Association of Securities Dealers, Inc. or foreign
brokers as may participate in the offering. No underwriting commissions will be
paid in connection with this offering. SB may pay underwriting commissions of up
to $50 per Unit sold out of its own funds. SB will pay a portion of the
brokerage fees it receives to its registered representatives ("Financial
Consultants") who sell Units in the offering and who are registered with the
Commodity Futures Trading Commission ("CFTC") as associated persons of a futures
commission merchant for continuing services to be provided by such persons to
purchasers of Units. Those services will include (i) answering questions
regarding daily net asset value and computations thereof, monthly statements,
annual reports and tax information provided by the Partnership, (ii) providing
assistance to investors including when and whether to redeem the Units or
purchase additional Units and (iii) general servicing of accounts. A Financial
Consultant may be credited with up to approximately 83.33% of the amount of
brokerage fees attributable to Units sold by him. The brokerage fees will be
paid for the life of the Partnership, although the rate at which such fees are
charged may change. See "Plan of Distribution" and "The Commodity
Broker/Dealer -- Brokerage Fees". No portion of SB's brokerage fees will be paid
to any Financial Consultant who is not registered with the CFTC as an associated
person of a futures commission merchant.
(2) These figures represent the sale of 15,000 or 100,000 Units at $1,000
per Unit during the Initial Offering Period. Subscription amounts will be held
in escrow at European American Bank, New York, New York, until the termination
of the Initial Offering Period or until earlier rejection of the subscription by
the General Partner. The funds held in escrow will be invested as the General
Partner shall from time to time direct by written instrument delivered to the
escrow agent in an interest bearing bank money market account. Interest earned
on such subscriptions held in escrow will be paid to the subscriber. See "Plan
of Distribution".
(3) The initial offering and organizational expenses of the Partnership are
estimated at $700,000, which amount will be initially paid by SB. Assuming a
successful completion of the Initial Offering Period, this amount will be
reimbursed by the Partnership in 24 equal installments over 24 months, plus
interest at the prime rate quoted by Chase Manhattan Bank. These expenses will
be charged to Partners' Capital upon the commencement of operations; however,
the accrued liability for reimbursement of offering and organization expenses
will not reduce Net Asset Value per Unit for any purpose (other than financial
reporting), including calculation of advisory and brokerage fees and the
redemption value of Units. The Limited Partnership Agreement requires the
Partnership to bear all of its offering expenses of the Continuous Offering. See
"Fees and Expenses to the Partnership" and "Redemptions".
(4) The minimum additional subscription during the Continuous Offering for
investors who are already limited partners will be $1,000 (except in Maine,
where the minimum additional subscription will be $5,000). In the case of sales
to employee-benefit plans including qualified corporate pension and
profit-sharing plans, "simplified employee pension plans," so-called, "Keogh"
(H.R. 10) plans and Individual Retirement
ii
<PAGE> 5
Accounts, and subject to higher minimum investment standards imposed by certain
states as listed in Exhibit C hereto, the minimum purchase is $2,000. See "ERISA
Considerations."
------------------------
An annual report containing financial statements and the report of the
Partnership's independent accountants will be distributed to limited partners
not more than 90 days after the close of the Partnership's fiscal year.
------------------------
The Partnership is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports and
other information with the Securities and Exchange Commission. Such reports and
other information can be inspected and copied at public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and its Northeast regional office at 7 World Trade Center, Suite 1300, New York,
NY 10018 and its Midwest regional office at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661. The Commission also maintains a Web site
(http://www.sec.gov) that contains such reports and other information regarding
the Partnership. Copies of such material can be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 at prescribed rates.
------------------------
A COPY OF THE NASAA GUIDELINES FOR THE REGISTRATION OF COMMODITY POOL
PROGRAMS, AS AMENDED AND ADOPTED AS OF AUGUST 30, 1990, WILL BE PROVIDED TO ANY
PERSON, WITHOUT CHARGE, UPON REQUEST. A REQUEST MAY BE MADE IN WRITING TO THE
PARTNERSHIP, C/O SMITH BARNEY FUTURES MANAGEMENT INC., 390 GREENWICH STREET, NEW
YORK, NEW YORK 10013 OR BY CALLING (212) 723-5424.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE MATTERS
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER BY ANY PERSON WITHIN ANY JURISDICTION TO ANY PERSON TO WHOM
SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES
NOT IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF ITS ISSUE.
UNTIL , 1998 (90 DAYS AFTER THE DATE HEREOF), ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS REQUIREMENT IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
------------------------
iii
<PAGE> 6
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. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED BY THIS POOL AT PAGES 17 AND
18 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 20 AND 21.
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 DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT, AT PAGES 10-16.
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.
------------------------
iv
<PAGE> 7
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Disclosure Statement................. iv
Summary of the Prospectus................. 1
The Offering............................ 1
The Partnership......................... 2
Selected Financial Data................. 9
Risk Factors.............................. 10
Fees and Expenses to the Partnership...... 17
Potential Benefits to Investors........... 21
Conflicts of Interest..................... 22
Trading Policies.......................... 25
The General Partner....................... 26
Background.............................. 26
Principals.............................. 26
The Partnership -- Management's
Discussion and Analysis of Financial
Condition and Results of Operations... 28
Risk of Computer System Failures (Year
2000 Issue)........................... 28
Other Pools Operated by the General
Partner............................... 28
The Advisors.............................. 35
Campbell & Company, Inc. ............... 36
Eagle Trading Systems Inc. ............. 46
Eckhardt Trading Company................ 55
Rabar Market Research, Inc. ............ 64
Fiduciary Responsibility.................. 73
The Commodity Broker/Dealer............... 74
Income Tax Aspects........................ 77
Summary of Federal Income Tax
Consequences for United States
Taxpayers Who Are Individuals......... 77
Tax Consequences for Exempt
Organizations......................... 83
State, Local and Other Taxes............ 84
Summary of the United States Federal
Income Tax Consequences for Non-U.S.
Taxpayers............................. 84
</TABLE>
<TABLE>
<CAPTION>
Page
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<S> <C>
Basis of Summary of Income Tax
Aspects............................... 84
Use of Proceeds........................... 85
Plan of Distribution...................... 85
Investment Requirements................... 86
Subscription Procedure.................... 87
The Limited Partnership Agreement......... 88
Liability of Limited Partners........... 88
Management of Partnership Affairs....... 88
Sharing of Profits and Losses........... 89
Additional Partners..................... 89
Restrictions on Transfer or
Assignment............................ 89
Dissolution of the Partnership.......... 90
Removal or Admission of General
Partner............................... 90
Amendments; Meetings.................... 90
Reports to Limited Partners............. 91
Power of Attorney....................... 91
Indemnification......................... 91
Redemptions............................... 91
Erisa Considerations...................... 92
Legal Matters............................. 95
Experts................................... 95
Additional Information.................... 95
Commodity Markets......................... 95
Commodity Futures....................... 95
Forward Contracts....................... 96
Uses of Commodity Markets............... 97
Options................................. 97
Regulation.............................. 97
Margins................................. 99
Financial Statements...................... 101
Glossary.................................. 109
Limited Partnership Agreement -- Exhibit
A....................................... A-1
Subscription Agreement -- Exhibit B....... B-1
Suitability Requirements -- Exhibit C..... C-1
</TABLE>
v
<PAGE> 8
(This page has been left blank intentionally.)
<PAGE> 9
SUMMARY OF THE PROSPECTUS
The following is a summary of the Prospectus. The Prospectus contains more
detailed information under the captions referred to below, and this summary is
qualified in its entirety by the information appearing elsewhere in this
Prospectus. See also the Glossary.
THE OFFERING
Securities Offered......100,000 Units at $1,000 per Unit prior to beginning to
trade and at Net Asset Value per Unit as of the end of
each quarter during the Continuous Offering. Net Asset
Value is defined in the Glossary at page 110. During the
Continuous Offering, the General Partner may permit
purchases more frequently than quarterly in its sole
discretion on the advice of counsel that applicable
regulations would permit more frequent sales.
Minimum Subscription....The minimum subscription is $5,000, except for
subscriptions by employee-benefit plans (and subject to
higher minimums imposed by certain states) which may be
made for a minimum of $2,000. The minimum investment for
subscribers who are already limited partners will be
$1,000 (except in Maine, where the minimum additional
subscription will be $5,000). The minimum proceeds
necessary to begin trading are $15,000,000 or 15,000
Units. During the Continuous Offering, the minimum
subscription will purchase Units and fractional Units
(rounded to four decimal places) as of the end of the
last day of the quarter ending at least 5 days after a
subscription is accepted. See "Plan of Distribution".
The General Partner and its affiliates are free to
purchase Units for investment purposes, including in
order to reach the minimum number of Units to commence
trading, provided that in no event will total
contributions by these entities equal or exceed 10% of
the total contributions to the Partnership at any time.
Plan of Distribution....The Units will be offered through SB and possibly other
selling agents on a best efforts basis (so that neither
SB nor any other underwriter has agreed to purchase any
Units). Units will be offered for a period of 90 days
from the date hereof, subject to earlier termination by
the General Partner or to extension by the General
Partner for up to an additional 60 days (the "Initial
Offering Period"). Assuming the sale of a minimum of
15,000 Units during the Initial Offering Period, Units
will continue to be offered thereafter until the earlier
of the sale of all 100,000 Units or two years after the
date of this Prospectus (the "Continuous Offering"). The
General Partner may determine to increase the number of
Units offered, or not to offer Units in a particular
quarter. All subscriptions accepted by the General
Partner will be promptly transmitted to the escrow
agent. All subscriptions will be held in escrow at
European American Bank until the first to occur of the
end of the Initial Offering Period or the first business
day of the quarter in which the subscription is to take
effect, at which time the subscription funds will be
transferred to the Partnership's trading accounts.
Interest earned on subscriptions held in escrow will be
paid to the subscriber. In the event that subscriptions
for 15,000 Units are not received during the Initial
Offering Period, all subscriptions will be returned to
investors with a proportionate share of the interest
earned on escrowed funds. The General Partner may reject
any subscription for any reason. A subscription may be
revoked within five business days of the investor's
subscription or if the General Partner determines not to
offer Units as of the end of a quarter during the
Continuous Offering. See "Plan of Distribution" and
"Subscription Procedure".
1
<PAGE> 10
Use of Proceeds.........The proceeds of the offering will be deposited in the
Partnership's trading accounts at SB and will be used to
trade in commodity interests including futures
contracts, options and forward contracts. Such proceeds
will be maintained in cash. A subscription will be
either accepted or rejected within four business days
from the receipt of the subscription by the General
Partner. See "Use of Proceeds".
Purchase of Units
by Retirement Plans...Participants in employee-benefit plans may be capable of
purchasing Units with a portion of their retirement
assets. See "ERISA Considerations".
THE PARTNERSHIP
The Partnership.........Salomon Smith Barney Global Diversified Futures Fund
L.P. is a limited partnership organized on June 15, 1998
under the laws of the State of New York. See "The
Limited Partnership Agreement".
Risk Factors............An investment in the Partnership is speculative and
involves substantial risks. The risks of an investment
in the Partnership include, but are not limited to:
-- the speculative, volatile and highly leveraged nature
of trading in commodity futures, forward and option
contracts;
-- the fees and expenses which the Partnership incurs
regardless of the Partnership's trading performance,
including a brokerage charge capped at 5.4% of Net
Assets per year and a management fee of 2%.
Substantial incentive fees may be paid to one or more
Advisor even though the Partnership incurs a net loss
for the full year;
-- that the Partnership is subject to certain conflicts
of interest (including those arising from the
relationship between the General Partner and the
commodity broker/dealer);
-- no public market for Units exists;
-- investors have limited voting rights with respect to
the Partnership's affairs;
-- profits earned in any year will result in an increase
in a limited partner's tax liability.
Dissolution of the
Partnership...........The Partnership will dissolve and its affairs will be
wound up as soon as practicable upon the first to occur
of the following: (i) December 31, 2018; (ii) the vote
to dissolve the Partnership by limited partners owning
more than 50% of the Units; (iii) assignment by the
General Partner of all of its interest in the
Partnership or withdrawal, removal, bankruptcy or any
other event that causes the General Partner to cease to
be a general partner under the New York Revised Limited
Partnership Act unless the Partnership is continued as
described in the Limited Partnership Agreement; (iv) Net
Asset Value per Unit falls to less than $400 as of the
end of any trading day; or (v) the occurrence of any
event which shall make it unlawful for the existence of
the Partnership to be continued. See "Risk
Factors -- Dissolution of the Partnership, Cessation of
Trading" and "The Limited Partnership Agreement --
Management of Partnership Affairs".
Offices.................The offices of the Partnership and the General Partner
are located at c/o Smith Barney Futures Management Inc.,
390 Greenwich Street, New York, New York 10013, (212)
723-5424.
2
<PAGE> 11
Trading Policies........The Partnership's objective is to achieve capital
appreciation by engaging in speculative trading of a
diversified portfolio of commodity interests which may
include futures contracts, options, forward contracts
and physicals. There can be no assurance that the
Partnership's investment objective will be met. The
Partnership's trading policies, in summary, are to
invest Partnership funds only in commodity contracts
traded in sufficient volume to permit the ease of taking
and liquidating positions; that no additional positions
in a commodity will be initiated by an Advisor if such
positions would result in aggregate positions for all
commodities requiring as margin more than 66 2/3% of the
Partnership's assets allocated to that Advisor; that the
Partnership will not employ the trading technique
commonly known as "pyramiding"; that the Partnership
will not utilize borrowings except short-term borrowings
if the Partnership takes delivery of any cash
commodities; that the Partnership may, from time to
time, engage in spreads or straddles; and that the
Partnership will not permit the churning of its trading
accounts. This discussion is a summary only and is
qualified in its entirety by reference to the discussion
under "Trading Policies". See "Commodity Markets" and
"Trading Policies". The terms "pyramiding", "spreads"
and "straddles" are defined in the Glossary.
Management..............The General Partner of the Partnership is Smith Barney
Futures Management Inc., a corporation organized under
the laws of the State of Delaware and an affiliate of
Smith Barney Inc. ("SB"). The General Partner
administers the business and affairs of the Partnership.
SB will act as commodity broker/dealer for the
Partnership. The Advisors will make trading decisions
for the Partnership. The General Partner has made the
initial allocations to the Advisors described below and,
consistent with its fiduciary duties to the limited
partners, may modify these allocations at any time in
its sole discretion. Future allocations to the Advisors
or additional advisors will be made at the discretion of
the General Partner. In allocating assets to the
Advisors, the General Partner has considered each
Advisor's past performance, trading style, volatility of
markets traded and fee requirements. All of the
Partnership's assets in its trading accounts at SB will
be available for trading, subject to the trading
policies of the Partnership.
-- Campbell's initial allocation will be approximately
35% of the Partnership's assets. Campbell, which
offers several programs, will initially use its
Financial, Metal and Energy Small Portfolio ("FME
Small") in trading the assets of the Partnership.
When the allocation to Campbell exceeds $10 million,
Campbell will trade the "Large" version of this
program ("FME Large") which is the same as FME Small
but adds certain contracts that trade in the forward
foreign currency markets which do not have futures
equivalents. The Financial, Metal & Energy Portfolios
employ a technical trend-following trading method.
Campbell was incorporated in 1974 as a successor to a
partnership originally formed in 1974. Including
notional funds, Campbell currently manages
approximately $11.6 million in FME Small, $890.5
million in FME Large and $1.1 billion in total
assets.
-- Eagle's initial allocation will be approximately 20%
of the Partnership's assets. Eagle will initially
trade two programs on behalf of the Partnership. The
Eagle-Global System will initially be allocated
two-thirds of the assets allocated to Eagle and the
Eagle-FX System will initially be allocated one-
third of the assets. The Systems are distinguished by
the markets traded with the Eagle-Global System
trading 30 different commodities, foreign currencies
and financial futures markets and the Eagle-FX System
trading
3
<PAGE> 12
up to 17 foreign currencies. Eagle trading systems
incorporate a computerized, technical trend-following
approach, which is based upon the systemization of
strict trading rules, money management principles,
predetermined risk parameters and volatility
adjustment features. Eagle was formed as a
corporation in 1993. Including notional funds, Eagle
currently manages approximately $134.5 million in the
Eagle-Global System, $77.6 million in the Eagle-FX
System and $392.9 million in total assets.
-- Eckhardt's initial allocation will be approximately
10% of the Partnership's assets. Eckhardt will
initially trade its Global Financial Program on
behalf of the Partnership. The Global Financial
Program, which began trading as a separate program in
November 1997, trades a financial subset of the
markets currently traded for Eckhardt's Standard
Program including but not limited to, U.S. and
international interest rates, currencies, the Dollar
Index, the Nikkei and the S&P 500 stock indices.
Eckhardt trading is technical in origin and
trend-following in its approach, however, discretion
and judgment may occasionally be used. Eckhardt was
formed in 1992. Including notional funds, Eckhardt
currently manages approximately $23.1 million in the
Global Financial Program and approximately $295.9
million in total assets.
-- Rabar's initial allocation will be approximately 35%
of the Partnership's assets. Rabar will use its sole
trading program in managing the Partnership's assets.
The Rabar program trades a diversified portfolio
according to a technical trend-following method.
Rabar was incorporated in 1986. Including notional
funds, Rabar currently manages approximately $166.8
million in assets.
The Advisors may override computer-generated trading
signals or may adjust their trading programs in the
future. The Advisors are not affiliated with one another
and none are affiliated with the General Partner or SB.
Each Advisor makes its trading decisions independently.
The Advisors are not responsible for the organization or
operation of the Partnership. See "Conflicts of
Interest", "Fiduciary Responsibility" and "The Commodity
Broker/Dealer".
The limited partners do not participate in the
management or control of the Partnership. Under the
Limited Partnership Agreement, responsibility for
managing the Partnership is vested solely in the General
Partner. The General Partner is a fiduciary to the
limited partners. As such, the General Partner must
exercise good faith and fairness in all dealings
affecting the Partnership. In the event that a limited
partner believes the General Partner has violated its
fiduciary responsibility to the limited partners, he may
seek legal relief for himself or on behalf of the
Partnership, if the General Partner has refused to bring
the action, or if an effort to cause the General Partner
to bring the action is not likely to succeed, or may
have a right to bring a class action on behalf of all of
the limited partners, under applicable laws, including
partnership, commodities or securities laws, to recover
damages from or require an accounting by the General
Partner. Limited partners may also be afforded certain
rights for reparations under the Commodity Exchange Act
("CEA") for violations of the CEA by the General
Partner. The General Partner may be removed and
successor general partners may be admitted upon the vote
of a majority of the outstanding Units. See "The Limited
Partnership Agreement" and "Fiduciary Responsibility".
Any limited partner, upon written request addressed to
the General Partner, may obtain from the General Partner
a list of the names and addresses of record of all
limited partners and the number of Units held by each
limited partner. Upon receipt of a written
4
<PAGE> 13
request delivered in person or by certified mail, signed
by limited partners owning at least 10% of the
outstanding Units, that a meeting of the Partnership be
called to consider any matter upon which limited
partners may vote pursuant to the Limited Partnership
Agreement, the General Partner, by written notice to
each limited partner of record mailed within 15 days
after such receipt, must call a meeting of the
Partnership. Such meeting must be held at least 30 but
not more than 60 days after the mailing of such notice
and the notice must specify the date, a reasonable time
and place, and the purpose of such meeting.
See "Risk Factors" and "Fees and Expenses to the
Partnership."
Fiscal Year.............The fiscal year of the Partnership will commence on
January 1 and end on December 31 each year ("fiscal
year").
Fees and Expenses
to the Partnership....The Partnership will pay substantial fees to the
Advisors and SB. The Partnership will pay each Advisor a
monthly management fee equal to 1/6 of 1% (2% per year)
of month-end Net Assets (except that Eagle's management
fee will be reduced by Eagle's pro rata share of
customary and routine administrative expenses of the
Partnership) allocated to the respective Advisor.
(Management fees are subject to an overall limitation in
the Limited Partnership Agreement and the Revised
Commodity Pool Guidelines of the North American
Securities Administrators Association, Inc. (the "NASAA
Guidelines"), as described under "Fees and Expenses to
the Partnership -- Caps on Fees".) The Partnership will
also pay each Advisor an incentive fee payable annually
equal to 20% of the New Trading Profits earned by each
Advisor for the Partnership (except Eagle, which will
receive an incentive fee of 23% of New Trading Profits),
including unrealized appreciation on open positions, as
of the end of each period. (Incentive fees are subject
to the limits imposed by the NASAA Guidelines and the
Limited Partnership Agreement, as described under "Fees
and Expenses to the Partnership -- Caps on Fees".) New
Trading Profits does not include interest earned or
accrued during the period. Substantial incentive fees
may be paid to one or more of the Advisors even though
the Partnership may incur a net loss for the full year.
The Customer Agreement provides that the Partnership
will pay SB (i) a monthly brokerage fee equal to 9/20 of
1% of month-end Net Assets (5.4% per year) allocated to
Eagle, Eckhardt and Rabar in lieu of brokerage
commissions on a per trade basis and (ii) $54 per
round-turn for transactions entered into by Campbell to
be paid monthly, provided that round-turn commissions
will be capped at .45% per month (5.4% of Net Assets per
year). (The brokerage fee -- together with National
Futures Association ("NFA"), exchange, floor brokerage,
give-up, user and clearing fees -- is subject to the
limitation imposed by the NASAA Guidelines, as described
under "Fees and Expenses to the Partnership -- Caps on
Fees".) See "Fees and Expenses to the Partnership -- The
Commodity Broker/Dealer". SB will pay a portion of such
brokerage fees to its Financial Consultants who have
sold Units in this offering and who are registered as
associated persons with the CFTC. Such Financial
Consultants would be credited with a maximum of 83.33%
of brokerage fees or an estimated maximum of 4.5% of Net
Assets per year in return for continuing services to be
provided by them to Unit holders as described under "The
Commodity Broker/Dealer -- Brokerage Fees". Brokerage
fees will be paid for the life of the Partnership,
although the rate at which such fees are paid may be
changed. Based upon the Advisors' recent trading
history, the aggregate brokerage fee that the
Partnership will pay is estimated to equal $39.00
5
<PAGE> 14
per round-turn transaction (as defined in the Glossary)
inclusive of floor brokerage and transaction expenses.
The General Partner will review, at least annually, the
brokerage rates charged to other comparable commodity
pools to the extent practicable, to determine that the
brokerage rates being paid by the Partnership are
competitive with such other rates. The General Partner
will renegotiate the Customer Agreement if its fiduciary
duties so require. Brokerage fees will not exceed the
limit imposed in the NASAA Guidelines. The General
Partner, consistent with the restrictions imposed by the
Limited Partnership Agreement attached hereto as Exhibit
A, as well as the NASAA Guidelines discussed below, may
negotiate for increased brokerage fees in appropriate
circumstances. The Partnership shall seek the best
prices and services available in its commodity futures
brokerage transactions. The NASAA Guidelines provide
that a brokerage commission is presumptively reasonable
if it is 80% of the published retail rate plus pit
brokerage fees or if it (including pit brokerage fees)
is 14% annually of the average Net Assets of the
Partnership (excluding Partnership assets not directly
related to trading activity). See "The Commodity
Broker/Dealer -- Brokerage Fees". The brokerage fee
payable to SB for a year would equal a maximum of
$5,400,000 per year assuming that the Partnership sold
100,000 Units at $1,000 each and Net Assets remained at
the same level for the year. On these assumptions,
Financial Consultants could be credited with a maximum
of approximately $4,500,000.
The Partnership will pay, or reimburse SB if previously
paid, for National Futures Association ("NFA"),
exchange, clearing, user, give-up and floor brokerage
fees, all of which are estimated to be up to 1.1% of Net
Assets per year. The Partnership will effect all
transactions in spot and forward foreign currencies with
SB at prices quoted by SB which do not include a
mark-up.
The General Partner will bear such general and
administrative expenses of the Partnership as may be
incurred, but (except as noted below) the Partnership
pays all of its legal, accounting, filing, reporting and
data processing expenses, incentive fees, management
fees, brokerage fees, expenses of the Continuous
Offering and extraordinary expenses (only periodic
filing and reporting fees are subject to an overall
limitation in the Limited Partnership Agreement as
described under "Fees and Expenses of the
Partnership -- Cap on Fees"). The aggregate annual
expenses of every character paid or incurred by the
Partnership, including management fees, advisory fees
and all other fees, except for incentive fees, commodity
brokerage fees, the actual cost of legal and audit
services and extraordinary expenses, when added to the
customary and routine administrative expenses of the
Partnership, shall in no event exceed, on an annual
basis, 1/2 of 1% of Net Assets per month (6% per year).
For the purpose of this limitation, customary and
routine administrative expenses shall include all
expenses of the Partnership other than commodity
brokerage fees, incentive fees, the actual cost of legal
and audit services and extraordinary expenses.
Offering and organizational expenses related to the
Initial Offering Period will be initially borne by SB.
SB will be reimbursed by the Partnership for the
offering and organizational expenses related to the
Initial Offering Period (estimated at $700,000)
(together with interest at the prime rate quoted by The
Chase Manhattan Bank) in 24 equal monthly installments
beginning with the month in which trading begins. The
accrued liability for reimbursement of offering and
organizational expenses of the Initial Offering Period
will not reduce Net Asset Value per Unit for any purpose
(other than financial
6
<PAGE> 15
reporting), including calculation of management and
brokerage fees and the purchase and redemption value of
Units. The offering expenses that may be paid or
reimbursed to SB by the Partnership are capped at 15% of
the Partners' aggregate subscriptions.
SB will pay monthly interest to the Partnership on 80%
of the average daily equity maintained in cash in the
Partnership's account. Such segregated bank accounts do
not ordinarily earn interest. See "Fees and Expenses to
the Partnership", "Plan of Distribution" and
"Redemptions".
The table below summarizes the fees and expenses to the
Partnership:
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
------------------ ---------------------------- ----------------------------
<S> <C> <C>
Advisors.......... Monthly management fee 1/6 of 1% (2% per year) of
(Subject to cap) month-end Net Assets.
Annual incentive fee 20% (23%, in the case of Ea-
(Subject to cap) gle) of New Trading
Profits earned by each
Advisor for the
Partnership in each year.
Commodity Brokerage fee Up to 9/20 of 1% of
Broker....... (SB) (Subject to cap) month-end Net Assets per
month (5.4% per year)(1)
(a portion of which will
be paid to SB Financial
Consultants who have sold
Units in this offering),
and reimbursement of other
actual transaction fees
paid in connection with
trading estimated at 1.1%
of Net Assets.
Reimbursement of Offering Actual Expenses incurred
and Organizational (estimated at $700,000)
Expenses of the Initial together with interest
Offering Period will be paid to SB in 24
(Subject to cap) equal monthly in-
stallments; capped at 15%
of Partners' aggregate
subscriptions.
Others............ Periodic legal, accounting, Actual expenses incurred
filing and reporting fees, estimated at between .80%
expenses of the Continuous and .15% of Net Assets per
Offering as well as year (exclusive of
extraordinary expenses extraordinary expenses).
</TABLE>
----------------------------------------
(1) Brokerage fees will be paid for the life of the
Partnership, but the rate at which such fees will be
paid may change, provided that such fees (i) remain
competitive with the brokerage rates paid by public
commodity pools which are comparable to the
Partnership, (ii) will not be increased for the first
five years of trading if any Advisor is affiliated with
the General Partner and (iii) will not exceed the
limitations imposed by the NASAA Guidelines. SB may
receive a benefit with respect to Partnership assets
maintained in cash as described below under the heading
"Fees and Expenses to the Partnership -- Commodity
Broker/Dealer."
Interest Income.........All of the Partnership's assets will be deposited in
cash in brokerage accounts at SB. SB deposits the
Partnership's cash in segregated bank accounts as
required by CFTC regulations. Such accounts do not earn
interest. However, SB will pay monthly interest to the
Partnership on 80% of the average daily equity
maintained in cash in the Partnership's account at SB
during each month at a 30-day Treasury bill rate
determined weekly by SB based on the average
non-competitive yield on 3-month U.S. Treasury bills
maturing in 30 days (or on the maturity date closest
thereto) from the date on which such weekly rate is
determined. All assets in the Partnership's accounts may
be used to meet margin requirements. SB intends to
require the Partnership to meet its standard customer
margin requirements which may be greater than exchange
minimum levels. SB may benefit from the use of the
Partnership's cash to the extent that such use reduces
SB's interest expense in an amount greater than the
amount of interest payments received by the Partnership.
7
<PAGE> 16
See "Commodity Markets -- Margins" and "The Commodity
Broker/Dealer -- Customer Agreement".
Break-even Analysis.....The General Partner estimates that during each fiscal
year, the Partnership would be required to make trading
profits equal to 8.04%, assuming 15,000 Units are sold
and 5.36%, assuming 100,000 Units are sold ($80.39 and
$53.57, respectively, based upon a $1,000 investment) of
the Net Asset Value per Unit in order for the value of a
Unit at year end to equal the initial value of that Unit
at the beginning of the year. See "Fees and Expenses to
the Partnership."
Redemptions.............On 10 days' notice to the General Partner, a limited
partner may require the Partnership to redeem Units at
their Net Asset Value as of the last day of a month
ending at least 6 months after the issuance of those
Units. Because Net Asset Value fluctuates daily, Limited
Partners will not know the redemption value of their
Units at the time their notice of redemption is
submitted. The General Partner reserves the right to
permit the redemption of Units more frequently than
monthly (but no more frequently than daily), provided
that such action is in the best interest of the
Partnership taking into account potential tax
consequences to Limited Partners. See "Redemptions". No
fee is charged for redemptions. The Partnership's assets
are generally valued at fair market value, or in the
absence of a fair market value, as determined in good
faith by the General Partner. Options are generally
valued at the last sale price or, in the absence of a
last sale price, the last bid price. The value of a
futures contract equals the unrealized gain or loss on
the contract that is determined by marking it to the
current settlement price for a like contract acquired on
the day on which the futures contract is being valued. A
settlement price may not be used if the market makes a
limit move with respect to a particular commodity.
Forward contracts and futures contracts, when no market
quote is available, will be valued at their fair market
value as determined by the General Partner.
Distributions...........Distributions of profits, if any, will be made in the
sole discretion of the General Partner and at such times
as the General Partner may decide. In view of the fact
that a limited partner may redeem his Units and no
charge is assessed upon redemption, the General Partner
has no current intention of making any distributions. In
any event, the General Partner does not intend to make
any distribution which would reduce the Net Asset Value
of a Unit below $1,000, or if the size of a distribution
would not warrant the administrative expense which would
be involved, or if, in the opinion of the General
Partner, a distribution would otherwise not be in the
best interests of the Partnership or the limited
partners. The determination of what is in the best
interests of the Partnership or limited partners will be
made on a case by case basis by the General Partner in
its sole discretion and consistent with its fiduciary
obligations to the Partnership and the limited partners.
To the extent that profits are retained by the
Partnership, the Net Assets of the Partnership will be
greater, thereby increasing the amount of the brokerage
fee which will be earned by SB with respect to assets
allocated to Eagle, Eckhardt and Rabar. See "Conflicts
of Interest". A limited partner's tax liability for
profits of the Partnership may exceed the amount of any
distributions received from the Partnership. See "Risk
Factors -- Tax Consequences" and "Income Tax Aspects".
Income Tax Aspects......The trading activities of the Partnership, in general,
generate capital gain and loss and ordinary income.
Counsel to the Partnership has opined that the
Partnership will be treated as a partnership for federal
income tax purposes. Accordingly, the Partnership will
pay no federal income tax; rather, limited partners will
be allocated their proportionate share of the taxable
income or
8
<PAGE> 17
losses realized by the Partnership during the period of
the Partnership's taxable year that Units were owned by
them. Unrealized gains on "Section 1256 contracts" as
defined in the Internal Revenue Code of 1986 (the
"Code") held by the Partnership at the end of its
taxable year must be included in income under the
"mark-to-market" rule and will be allocated to partners
in proportion to their respective capital accounts. The
mark-to-market rule does not apply to the Partnership's
positions in futures contracts on most foreign exchanges
and in foreign currency forward contracts not in the
interbank market, unless the Partnership elects such
treatment under Code Section 988. The Partnership
intends to make the election necessary to gain such
treatment in 1998.
FINANCIAL INFORMATION
STATEMENT OF FINANCIAL CONDITION OF THE PARTNERSHIP(1)
AUGUST 14, 1998
<TABLE>
<S> <C>
Total Assets (cash)....................................... $2,000
======
Partners' Capital......................................... $2,000
======
</TABLE>
- ---------------
(1) As of August 14, 1998, the Partnership had not commenced commodities trading
activities, and the only transactions were the organization of the
Partnership, the preparation of the initial offering and capital
contributions of $1,000 by the General Partner and $1,000 by one limited
partner. See "Financial Statements".
9
<PAGE> 18
RISK FACTORS
INVESTMENT IN THE UNITS IS SPECULATIVE AND INVESTORS SHOULD NOT INVEST IN
UNITS UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. PROSPECTIVE
PURCHASERS SHOULD CONSIDER THE FOLLOWING RISKS BEFORE SUBSCRIBING FOR UNITS.
COMMODITY TRADING RISKS
COMMODITY TRADING IS SPECULATIVE. Commodity futures markets are highly
volatile. Profitability of the Partnership's commodity trading will depend on
the ability of the Advisors to analyze the commodity markets, which are
influenced by, among other things, changing supply and demand relationships,
weather, government agricultural, commercial and trade programs and policies,
national and international political and economic events and changes in interest
rates. See "Commodity Futures Markets". Those Advisors who rely solely on
technical trading methods do not generally take into account such fundamental
factors except to the extent such factors are reflected in the technical input
data analyzed by some of the Advisors. The Advisors may trade futures contracts
on stock indices. Such contracts have experienced substantial volatility. While
a volatile market can produce trends which might be identified by the
trend-following strategies employed by some of the Advisors, such markets can
also be without sustained price trends. Participation in a volatile market
without significant trends could produce substantial losses for the Partnership.
COMMODITY TRADING IS HIGHLY LEVERAGED. Because of the low margin deposits
normally required in commodity futures trading, a high degree of leverage is
typical of a commodity trading account. AS A RESULT, A RELATIVELY SMALL PRICE
MOVEMENT IN A COMMODITY CONTRACT MAY RESULT IN SUBSTANTIAL LOSSES TO THE
INVESTOR. For example, if at the time of purchase 10% of the price of the
futures contract is deposited as margin, a 10% decrease in the price of the
futures contract would, if the contract is then closed out, result in a total
loss of the margin deposit before any deduction for the brokerage fee. Thus,
like other leveraged investments, any purchase or sale of a commodity contract
may result in losses to the Partnership in excess of the amount initially
deposited by the Partnership as margin with respect to that contract. SB does
not intend to require the Partnership to deposit and maintain margin with
respect to its forward currency trading. The General Partner will, however,
impose trading limits on forward trading. See "Commodity Markets -- Margins".
COMMODITY TRADING MAY BE ILLIQUID. Most commodity exchanges limit
fluctuations in commodity contract prices during a single day by regulations
referred to as "daily price fluctuation limits" or "daily limits". During a
single trading day no trades may be executed at prices beyond the daily limit.
Once the price of a contract for a particular commodity has increased or
decreased by an amount equal to the daily limit, positions in the commodity can
be neither taken nor liquidated unless traders are willing to effect trades at
or within the limit. Commodity futures prices have moved the daily limit for
several consecutive days with little or no trading in the past. Similar
occurrences could prevent the Partnership from promptly liquidating unfavorable
positions and thus subject the Partnership to substantial losses. See "Commodity
Markets -- Regulations".
RISKS OF PURCHASING AND WRITING OPTIONS. The Partnership may engage in the
trading of commodity options on exchanges. Such trading involves risks
substantially similar to those involved in trading commodity futures contracts
in that options are speculative and highly leveraged. Specific market movements
of the commodities or futures contracts underlying an option cannot accurately
be predicted. The purchaser of an option is subject to the risk of losing the
entire purchase price of the option. The writer of an option is subject to the
risk of loss resulting from the difference between the premium received for the
option and the price of the commodity or futures contract underlying the option
which the writer must purchase or deliver upon exercise of the option. The
Advisors currently do not trade options extensively, but may do so in the
future. The Partnership may trade in over-the-counter currency options to the
extent permitted by CFTC regulation.
RISKS INHERENT IN TRADING STRATEGIES. Trading decisions of the Advisors
may be based on both fundamental and technical analysis. Fundamental analysis
examines factors external to the trading markets which affect the supply and
demand for a particular commodity in order to predict future prices. Such
analysis may not result in trading profits because of the impact of unexamined
factors affecting supply and demand, incorrect interpretation of certain
factors, the effect of unrelated factors or the inability of fundamental
10
<PAGE> 19
analysis to enable an Advisor to determine that previous decisions were
incorrect in sufficient time to avoid substantial losses. The buy and sell
decisions based on technical and trend-following strategies are not based on
analysis of fundamental supply and demand factors, general economic factors or
anticipated world events. The profitability of such trading programs depends
upon occurrence in the future of major price moves or trends in commodities. In
the past there have been periods without trends and such periods may recur. The
past performance of such trading programs is not necessarily indicative of their
future profitability, and no trading program can consistently determine which
commodity futures contracts to enter into or when to enter into them. The best
commodity trading program will not be profitable if there are no trends of the
kind it seeks to identify and follow. Any factor which may lessen the prospect
of major trends in the future (such as increased government control of, or
participation in, the markets) may reduce the Advisors' ability to trade
profitably in the future. Any factor which would make it more difficult to
execute timely trades, such as a significant lessening of liquidity in a
particular market, would also be detrimental to profitability. AS A RESULT OF
THESE FACTORS AND THE GENERAL VOLATILITY OF THE COMMODITIES MARKETS, INVESTORS
SHOULD VIEW THEIR INVESTMENT AS LONG TERM (AT LEAST 2 YEARS) IN ORDER TO PERMIT
THE STRATEGIES OF THE ADVISORS TO FUNCTION OVER TIME. ALTHOUGH THE ADVISORS'
STRATEGIES MAY BE VIEWED AS LONG-TERM, SUCH STRATEGIES MAY ENTAIL THE FREQUENT
OPENING AND CLOSING OF PARTICULAR TRADING POSITIONS. Further, commodity trading
advisors may alter their strategies from time to time in an attempt better to
evaluate market movements. As a result of such periodic modifications, it is
possible that the trading strategies used by the Advisors in the future may be
different from those presently in use. Further, the total amount of funds being
managed by each Advisor may be substantially increased by the addition of the
Partnership's account. Moreover, somewhat different trading strategies may be
required for accounts of differing sizes or trading objectives. See "The
Advisors -- Trading Strategies". Limited partners will be notified of material
changes in the Advisors' trading strategies.
POSSIBLE EFFECTS OF SPECULATIVE POSITION LIMITS. The CFTC and U.S.
exchanges have established limits referred to as "speculative position limits"
on the maximum net long or net short position which any person may hold or
control in particular futures and options on futures, and most exchanges have
established limits referred to as "trading limits" on the amount of fluctuation
in commodity futures contract prices on a single trading day. Currently, trading
limits do not generally apply to currency futures contracts. See "Commodity
Markets -- Regulation". All commodity futures and options accounts owned or
controlled directly or indirectly by each Advisor or its principals, including
the Partnership's account, are combined for speculative position limit purposes.
Each Advisor believes that established speculative position and trading limits
will not adversely affect its trading for the Partnership. However, it is
possible that the trading instructions of an Advisor for the Partnership may
have to be modified and that positions held by the Partnership may have to be
liquidated in order to avoid exceeding such limits. Such modification or
liquidation, if required, could adversely affect the operations and
profitability of the Partnership. Furthermore, in the unlikely event that
positions in other pools operated by the General Partner but not advised by one
of the Advisors or other accounts managed by SB or its employees are required to
be aggregated with the Partnership's positions, it is more likely that the
trading instructions of the Advisors for the Partnership would have to be
modified and that positions held by the Partnership would have to be liquidated
in order to avoid exceeding such limits. Neither CFTC nor exchange position nor
trading limits apply to forward contracts in foreign currencies.
POSSIBLE EFFECTS OF COMPETITION. The Partnership may experience increased
competition for the best prices on the same commodity contracts, not only
because of the utilization by other persons of trend following trading
strategies (see "Possible Effects of Other Trend-Following Programs"), but also
because at May 31, 1998, commodity accounts aggregating approximately $1.9
billion (including notional funds), and $1.8 billion (excluding notional funds),
were being managed by the Advisors. Trading orders for such accounts similar to
those of the Partnership are likely to occur contemporaneously. The Advisors
enter trading orders either through the SB order desk or through a floor broker
selected by the Advisor. Orders placed with SB are transmitted through a floor
broker selected by SB and the order fill is then relayed to the Advisor. For
orders entered through a floor broker selected by the Advisor, such orders are
given with instructions to the floor broker to give up the trade to SB for order
clearance and the Advisor provides SB with a list of such "give up" trades
initiated by the floor broker. There is no specific limit under any agreement
between any Advisor and the Partnership as to the number of accounts which may
be managed or advised by that Advisor, so that such competition could be further
increased if the Advisor chooses to manage additional accounts in the future.
The
11
<PAGE> 20
performance of the Partnership's investments in commodity interests could also
be adversely affected by the manner in which particular orders are entered by an
Advisor for all such accounts traded by that Advisor.
TRADING IN FORWARD FOREIGN CURRENCIES. The Partnership will engage in the
trading of forward contracts in foreign currencies. In this connection, the
Partnership contracts with SB to make or take future delivery of a particular
foreign currency. Although the foreign currency market is not believed to be
necessarily more volatile than the market in other commodities, there is less
protection against defaults in the forward trading of currencies than there is
in trading such currencies on an exchange since such forward contracts are not
guaranteed by an exchange or clearing house. Investors are not afforded the
regulatory protections of such exchanges or the CFTC; rather, banks and dealers
act as principals in such markets. Neither the CFTC nor banking authorities
regulate trading in forward foreign currencies. There are no limits on daily
price movements or on speculative positions in this market. Moreover, principals
are not required to continue to make markets in these contracts. The CFTC has
indicated that it may assert jurisdiction over forward contracts in foreign
currencies and attempt to prohibit certain entities from engaging in such
transactions. In the event that such prohibition included the Partnership, the
Partnership would cease trading such contracts. Any of the Advisors may trade
forward contracts in foreign currencies extensively for the Partnership's
account and thus, such a cessation of forward trading could have a substantial
adverse effect on the performance of those Advisors. There are no limits on an
Advisor's ability to trade currency forwards other than the trading policies of
the Partnership and the allocation to each Advisor. See "Trading Policies".
TRADING ON FOREIGN EXCHANGES AND TRADING IN PHYSICAL COMMODITIES. The
Partnership may trade in commodity contracts on exchanges located outside the
U.S. such as the London International Financial Futures Exchange and the Sydney
Futures Exchange. Trading on such exchanges is not regulated by the CFTC and
may, therefore, be subject to more risks than trading on domestic exchanges such
as the risks of exchange controls, expropriation, burdensome taxation, moratoria
and political or diplomatic events. See "Commodity Markets -- Regulation". In
addition, the rights and responsibilities of the Partnership in the event of an
exchange or clearing house default or bankruptcy are likely to differ from those
existing on U.S. exchanges. There are no limits on the Advisors' ability to
trade on CFTC-approved foreign markets in accordance with the Partnership's
trading policies. See "Trading Policies." The Partnership may engage in spot
commodity transactions (transactions in physical commodities), including
contracts on foreign currencies. Such spot transactions are not regulated by the
CFTC. Some of such transactions may be entered into in conjunction with exchange
for physical transactions. In any principal transactions entered by the
Partnership, the Partnership is subject to the risk of the inability of, or
refusal by, a counterparty to perform with respect to the underlying contract.
Such transactions may be entered into with SB or an affiliate at prices quoted
by SB which will not include a mark-up.
RISKS OF PARTNERSHIP FUNDS HELD IN FOREIGN DEPOSITORIES. The Partnership's
funds held in connection with contracts on U.S. contract markets that are priced
and settled in a foreign currency may be held in accounts denominated in a
foreign currency with a depository located outside the United States or its
territories. The Partnership currently does not intend to maintain any of its
assets with depositories located outside the United States or its territories.
There are no limits on the amount of funds that may be held in foreign
depositories or in funds that may be denominated in foreign currencies. See "Use
of Proceeds". Such accounts are subject to the risk that events could occur
which would hinder or prevent the availability of these funds for distribution
to customers including the Partnership. Such accounts may also be subject to
foreign currency exchange rate risks. The Partnership has agreed with SB, its
futures commission merchant, that in order to avoid the possible dilution of
other customer funds, any Partnership claims based on such funds will be
subordinated in the unlikely event that both of the following conditions are
met: (A) SB is placed in receivership or bankruptcy and (B) there are
insufficient funds available for distribution denominated in the foreign
currency as to which the Partnership has a claim to satisfy all claims against
those funds. The Partnership has agreed with SB that if both conditions (A) and
(B) occur, the Partnership's claim against SB's assets attributable to funds
held overseas in a particular foreign currency may be satisfied out of
segregated customer funds held in accounts denominated in dollars or other
foreign currencies only after each customer whose funds are held in dollars or
in such other foreign currencies receives its pro rata portion of such funds.
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<PAGE> 21
RISKS OF PARTNERSHIP STRUCTURE
SUBSTANTIAL FEES AND EXPENSES TO THE PARTNERSHIP. The Partnership is
obligated to pay brokerage fees, legal, accounting and reporting expenses and
filing fees regardless of whether the Partnership realizes profits. Incentive
fees payable by the Partnership are based upon New Trading Profits earned by
each Advisor for the Partnership annually, including any unrealized appreciation
on open commodity positions. Such appreciation may never be realized by the
Partnership; however, any such lost appreciation would have to be recovered
before another incentive fee would be payable. It should be noted that
substantial incentive fees may be paid to one or more of the Advisors even
though the Partnership may incur a net loss for the full year because the
Partnership is obligated to pay incentive fees based on trading profits
generated by each Advisor regardless of whether the Partnership as a whole is
profitable in a particular period. Therefore, it is possible that the
Partnership could incur substantial incentive fees in a year in which it had no
net trading profits or in which it actually lost money. A $1,000 Unit would have
to increase between 5.36% (assuming 100,000 Units offered hereby are sold) and
8.04% (assuming 15,000 Units are sold) in one year of trading operations (that
is, by between $53.57 and $80.39) for the redemption value per Unit to equal
$1,000. The Partnership is therefore required to make trading profits and
interest income equal to the aforementioned percentage in order to avoid
depletion or exhaustion of its assets from these expenses. See "Fees and
Expenses to the Partnership".
CONFLICTS OF INTEREST. Conflicts of interest exist in the structure and
operation of the Partnership's business. These conflicts include (1) the
conflict between the duty of the General Partner to act in the best interests of
the Partnership and any advantage to SB, an affiliate of the General Partner,
resulting from the trading of the Partnership's account, and (2) the probable
competition with the Partnership by SB, each of the Advisors, the General
Partner and other commodity pools and accounts organized or advised by such
persons, or their principals, affiliates or customers. The Limited Partnership
Agreement requires the General Partner to review brokerage rates at least
annually and to determine that such rates are competitive with those charged to
other similar commodity pools. In addition, the General Partner, as a fiduciary
to the limited partners, must resolve any conflict in favor of the limited
partners. See "Conflicts of Interest".
NO PUBLIC MARKET FOR UNITS EXISTS. Although a limited partner may transfer
his Units as of the first day of any month, no market exists for their sale and
none is likely to develop. In addition, a transferee of a Unit can only become a
substituted limited partner with the General Partner's consent. See "The Limited
Partnership Agreement -- Restrictions on Transfer or Assignment". However,
beginning six months after a Unit is issued, a limited partner may require the
Partnership to redeem that Unit at its Net Asset Value as of the last day of any
month on 10 days' notice to the General Partner. Under extraordinary
circumstances, including market conditions that would prohibit the liquidation
of positions, the Partnership may delay redemptions beyond the end of the
applicable month. See "Redemptions".
LIMITED PARTNERS WILL NOT PARTICIPATE IN MANAGEMENT. Purchasers of the
Units are not entitled to participate in the management or control of the
Partnership or the conduct of its business. Limited Partners have limited voting
rights with respect to the Partnership's affairs. See "The Limited Partnership
Agreement -- Management of Partnership Affairs".
EXPIRATION OF MANAGEMENT AGREEMENTS WITH THE ADVISORS. The Management
Agreements between the General Partner and each of the Advisors expire each June
30. No assurance is given that the services of an Advisor will be available on
the terms contained in its Management Agreement after its expiration (provided,
however, that in any contract renewal or renegotiation an existing Advisor will
carry forward all losses attributable to that Advisor), or that a new advisor
would agree to such terms. See "The Advisors -- Management Agreements". In the
event that a new advisor is selected, New Trading Profits earned by the new
advisor will not be reduced by cumulative net realized trading losses, if any,
incurred by the prior advisor. Any fees paid to a new or replacement advisor
will comply with NASAA Guidelines. Subject to the caps of fees to which the
Partnership is generally subject, the fees payable by the Partnership to an
Advisor could increase following the termination of a management agreement,
either according to the terms of a new management agreement, or if a new advisor
were selected by the General Partner for the Partnership.
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<PAGE> 22
DISSOLUTION OF THE PARTNERSHIP; CESSATION OF TRADING. The Partnership will
dissolve on December 31, 2018, unless earlier dissolved pursuant to the Limited
Partnership Agreement, regardless of its financial condition or market positions
on such date. Liquidation of positions at such date may result in losses to the
Partnership. The Partnership may cease trading and liquidate all open positions
prior to its dissolution. See "The Limited Partnership Agreement -- Dissolution
of the Partnership" and "The Limited Partnership Agreement -- Management of
Partnership Affairs."
In the event of early cessation of trading, the Partnership would continue
to accrue legal, accounting, reporting and filing expenses.
NO INDEPENDENT REVIEW. The Partnership, the General Partner and SB are
affiliated entities and are represented by single counsel. Therefore, to the
extent the Partnership and this offering would benefit by independent review,
such benefit will not be available in this offering. There may also be an
absence of arm's-length negotiations with respect to some of the terms of this
offering, including with respect to the Customer Agreement and Selling Agreement
with SB. The General Partner believes that the terms received by the Partnership
with respect to such negotiation are no less favorable to the Partnership than
they would be as a result of arm's-length negotiations. The Advisors are each
represented by themselves or by their own counsel.
OPERATING HISTORY OF PARTNERSHIP AND GENERAL PARTNER. The CFTC requires
commodity pool operators to disclose to prospective pool participants the actual
performance record of their pools for at least the previous five years. The
Partnership has not yet begun trading. However, the General Partner currently
operates over twenty-two other active commodity pools. The performance records
of these pools are set forth under the caption "The General Partner -- Other
Pools Operated by the General Partner". Investors should note that the advisors
to such pools operated by the General Partner may vary from the Advisors for the
Partnership, and that the trading strategies of such advisors may also vary from
those employed by the Advisors. INVESTORS SHOULD NOTE THAT THE PERFORMANCE
RECORDS OF THE GENERAL PARTNER'S OTHER COMMODITY POOLS ARE NOT INDICATIVE OF THE
PERFORMANCE OF THE PARTNERSHIP.
RELIANCE ON ADVISORS AND KEY PERSONNEL. The Partnership will rely on the
Advisors to manage its portfolio. There can be no assurance that the respective
trading systems and strategies used by the Advisors will prove to be successful
under all or any market conditions. In addition, each Advisor relies on key
personnel to implement its trading strategies and is therefore subject to the
risk that those individuals may be unable to implement such trading strategies.
The General Partner may terminate an Advisor in certain circumstances and may
replace such Advisor with a new advisor or may make trading decisions for the
Partnership itself, but it is extremely unlikely that the General Partner or
replacement advisor would trade in the same way that the terminated Advisor
traded for the Partnership. See "The Advisors -- Management Agreements."
RESTRICTIONS ON TRANSFER OR ASSIGNMENT. The Limited Partnership Agreement
provides that a limited partner may assign his Units upon notice to the General
Partner. No assignment of Units will be effective against the Partnership or the
General Partner until the commencement of the next month after the General
Partner receives such notice. Without the consent of the General Partner (which
consent may be withheld at its sole and absolute discretion for the purpose of
preserving the Partnership's tax status or to avoid adverse legal consequences
to the Partnership), no assignee may become a substituted limited partner. An
assignee who becomes a substituted limited partner will be subject to all of the
rights and liabilities of a limited partner of the Partnership. An assignee who
does not become a substituted limited partner will be entitled to receive the
share of the profits or the return of capital to which his assignor would
otherwise be entitled, but will not be entitled to vote, to an accounting of
Partnership transactions, to receive tax information or to inspect the books and
records of the Partnership.
LEGAL AND REGULATORY RISKS
TAX LIABILITY MAY EXCEED CASH DISTRIBUTIONS. Cash will be distributed to
the partners in the sole discretion of the General Partner, and the General
Partner may determine not to make a distribution in any particular year of the
Partnership. The Partnership's taxable income for a fiscal year (including both
realized
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<PAGE> 23
income and income resulting from marking-to-market positions in regulated
futures and other contracts) will be taxable to the partners in accordance with
their pro rata shares of Partnership profits for tax purposes whether or not any
cash has been distributed to the partners. As a result, cash distributions to a
limited partner in a given year may be less than the taxes payable by that
partner with respect to Partnership profits for that year. However, subject to
certain conditions and exceptions, after the end of a six-month holding period,
each partner may redeem his Units (as of the end of any month) in order to
provide funds for the payment of taxes or for any other purpose. See
"Redemptions" and "Income Tax Aspects".
POSSIBILITY OF TAXATION AS A CORPORATION. The General Partner has been
advised by Willkie Farr & Gallagher, its attorneys, that under current federal
income tax laws and regulations and given the factual assumptions set forth
under "Income Tax Aspects", the Partnership will be classified as a partnership
and not as a publicly traded partnership taxable as a corporation. Such opinion
is not binding on the Internal Revenue Service. No ruling has been obtained from
the Internal Revenue Service in this regard and the Partnership does not intend
to apply for any such ruling. The facts and authorities relied upon by counsel
in their opinion may change in the future. See "Income Tax
Aspects -- Classification as a Partnership" and "-- Application of Publicly
Traded Partnership Rules to the Partnership". If the Partnership should be
treated as a publicly traded partnership taxable as a corporation for federal
income tax purposes, income or loss of the Partnership would not be passed
through to the partners, and the Partnership would be subject to tax on its
income at the rate of tax applicable to corporations. In addition, all or a
portion of distributions of Partnership income would generally be taxable to the
partners as corporate dividends, and the partners' tax on such distributions
would be in addition to the corporate tax paid by the Partnership on the same
income.
TAXATION OF COMMODITY INTERESTS. Commodity interests are subject to
special tax rules, which rules will apply to the taxation of Partnership income
and loss. There can be no assurance that the Internal Revenue Service will not
issue regulations that would adversely affect the expected treatment of
Partnership transactions or that such regulations would not be given retroactive
effect. Finally, Willkie Farr & Gallagher cannot opine on whether and to what
extent Partnership transactions would be taken into account by the Internal
Revenue Service in determining the tax consequences of transactions entered into
by a partner in his individual capacity. See "Income Tax Aspects".
ABSENCE OF REGULATION APPLICABLE TO SECURITIES MUTUAL FUNDS AND THEIR
ADVISORS. Since the purpose of the Partnership is to trade commodities, the
Partnership has not registered as a securities investment company, or "mutual
fund", subject to extensive regulation by the Securities and Exchange Commission
imposed upon such entities under the Investment Company Act of 1940, as amended
(the "1940 Act"). Therefore, investors may not be accorded the protective
measures provided by such legislation. In addition, none of the Advisors is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended, or any similar state law. However, the General Partner is a
CFTC-registered commodity pool operator and each of the Advisors is a
CFTC-registered commodity trading advisor. See "Commodity
Markets -- Regulation". Any determination that the Partnership be required to
register as an investment company under the 1940 Act could have serious adverse
consequences for the Partnership, the General Partner, the Advisors and the
limited partners. In the event of such determination (or for any other reason),
the General Partner may, in its discretion, withdraw from the Partnership,
causing its dissolution.
REGULATION OF COMMODITY POOL OPERATORS AND COMMODITY TRADING ADVISORS. The
General Partner is a registered commodity pool operator and each of the Advisors
is a registered commodity trading advisor, as required by Federal law. Any
determination by the CFTC to terminate, suspend, revoke or not renew the
registration of the General Partner would cause the General Partner to withdraw
as general partner of the Partnership; the limited partners would then determine
to select a replacement general partner (as provided in the Limited Partnership
Agreement) or to dissolve the Partnership. Any determination by the CFTC to
terminate, suspend, revoke or not renew the registrations of any of the Advisors
would cause the General Partner to terminate the respective Management Agreement
with such Advisor, as permitted in the Management Agreements. The General
Partner could reallocate the Partnership's assets managed by that Advisor to the
other advisors; or appoint a new advisor (including itself).
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<PAGE> 24
SALES AND DISTRIBUTION RISKS
PARTICIPATION OF PROMOTERS. SB and the General Partner have been
instrumental in the organization of the Partnership and may be deemed
"promoters" of the Partnership within the meaning of Rule 405 under the
Securities Act of 1933. No selling agent which is not affiliated with the
General Partner and SB has made an investigation of the offering or has
participated in the negotiation of its terms or the structuring of the
Partnership.
NO ASSURANCE THAT UNITS WILL BE SOLD. The offering of Units is being made
on behalf of the Partnership through SB on a best efforts basis without any
commitment by an underwriter to purchase any of the Units. Therefore, no
assurance is given that any or all of the Units will be sold. See "Plan of
Distribution".
CONSIDERATIONS FOR NON-U.S. INVESTORS. Non-U.S. investors should note that
Units are denominated in U.S. dollars and that changes in rates of exchange
between currencies may cause the value of the investment to diminish or to
increase. Non-U.S. investors should consult their own tax advisors concerning
local tax implications of this investment.
The foregoing list of Risk Factors does not purport to be a complete
explanation of the risks involved in this offering. Potential investors should
read the entire Prospectus before determining to invest in the Units.
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<PAGE> 25
FEES AND EXPENSES TO THE PARTNERSHIP
The Partnership is subject to the following fees and expenses which are
described in more detail below:
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ------------------------------- --------------------------------------- ---------------------------------------
<S> <C> <C>
Advisors....................... Monthly management fee 1/6 of 1% (2% per year) of month- end
(Subject to cap) allocated Net Assets. (These fees are
subject to an overall limitation in
the Limited Partnership Agreement and
the NASAA Guidelines, as described
below.)
Annual incentive fee 20% to Campbell, Eckhardt and Rabar or
(Subject to cap) 23% to Eagle of New Trading Profits
earned by each Advisor for the
Partnership in each year. (Incentive
fees are subject to the limits
imposed by the NASAA Guidelines and
the Limited Partnership Agreement, as
described below.)
Commodity Brokerage fee Up to 9/20 of 1% of month-end Net
Broker.................... (SB) (Subject to cap) Assets per month (5.4% per year)(1)
(a portion of which will be paid to
SB Financial Consultants who have
sold Units in this offering), and
reimbursement of other actual
transaction fees paid in connection
with trading estimated at 1.1% of Net
Assets. (The brokerage
fee -- together with NFA, exchange,
floor brokerage, give-up, user and
clearing fees -- are subject to the
limitation imposed by the NASAA
Guidelines, as described below.)
Reimbursement of Offering and Actual expenses incurred (estimated at
Organizational Expenses of the $700,000) together with interest will
Initial Offering Period be paid to SB in 24 equal monthly
(Subject to cap) installments; capped at 15% of
Partners' aggregate subscriptions.
(continued on next page)
</TABLE>
17
<PAGE> 26
<TABLE>
<CAPTION>
ENTITY FORM OF COMPENSATION AMOUNT OF COMPENSATION
- ------------------------------- --------------------------------------- ---------------------------------------
<S> <C> <C>
Others......................... Periodic legal, accounting, filing and Actual expenses incurred estimated at
reporting fees, expenses of the between .80% and .15% of Net Assets
Continuous Offering as well as per year (exclusive of extraordinary
extraordinary expenses expenses). (Periodic filing and
reporting fees and expenses of the
Continuous Offering are subject to an
overall limitation in the Limited
Partnership Agreement as described
below.)
</TABLE>
- ---------------
(1) Brokerage fees will be paid for the life of the Partnership, but the rate at
which such fees will be paid may change, provided that such fees (i) remain
competitive with the brokerage rates paid by public commodity pools which
are comparable to the Partnership, (ii) will not be increased for the first
five years of trading if any Advisor is affiliated with the General Partner
and (iii) together with NFA, exchange, floor brokerage, give-up, user and
clearing fees, will not exceed the limitations imposed by the NASAA
Guidelines. SB may receive a benefit with respect to Partnership assets
maintained in cash as described below under the heading "Fees and Expenses
to the Partnership -- Commodity Broker/Dealer."
CAPS ON FEES. Fees to which the Partnership is subject are in turn subject
to several limitations imposed by the Limited Partnership Agreement or the NASAA
Guidelines or both as follows. (A) The Limited Partnership Agreement contains an
overall limitation on expenses which provides that the aggregate annual fees and
expenses of every kind paid or incurred by the Partnership ("Aggregate
Expenses"), including management fees, advisory fees and all other fees except
for incentive fees and commodity brokerage fees, when added to the customary and
routine administrative expenses of the Partnership, shall in no event exceed, on
an annual basis, 1/2 of 1% of Net Assets per month as required by the NASAA
Guidelines. For the purpose of this limitation, customary and routine
administrative expenses include all expenses of the Partnership other than
commodity brokerage fees, incentive fees, the actual cost of legal and
accounting services and extraordinary expenses. Periodic filing and reporting
fees are also subject to this overall limitation. There is no cap on the costs
of legal and accounting services or extraordinary expenses. (B) In addition, as
provided in the Limited Partnership Agreement and the NASAA Guidelines, the
aggregate incentive fee paid by the Partnership shall not exceed 15% of New
Trading Profits, except that an additional 2% incentive fee may be paid for each
1% by which the Partnership's Aggregate Expenses are reduced below 6% annually.
(C) Furthermore, the NASAA Guidelines also provide that brokerage fees (together
with NFA, exchange, floor brokerage, give-up, user and clearing fees) will be
considered presumptively reasonable if they do not exceed 14% annually of the
Partnership's Net Assets (excluding Partnership assets not directly related to
trading activity) or if they are 80% of the published retail rate, plus pit
brokerage fees.
In addition, the Limited Partnership Agreement prohibits the payment of
management and incentive fees to any person who receives brokerage commissions
or fees on transactions for the Partnership, as well as the payment by any
broker of rebates or give-ups to any advisor. Such prohibitions may not be
circumvented by any reciprocal business arrangements.
In no event will organizational and offering expenses exceed 15% of the
Partners' capital contributions.
ADVISORS. THE PARTNERSHIP PAYS EACH ADVISOR A MONTHLY MANAGEMENT FEE EQUAL
TO 1/6 OF 1% (2% PER YEAR) OF MONTH-END NET ASSETS (EXCEPT THAT EAGLE'S
MANAGEMENT FEE WILL BE REDUCED BY EAGLE'S PRO RATA SHARE OF THE PARTNERSHIP'S
CUSTOMARY AND ROUTINE ADMINISTRATIVE EXPENSES) ALLOCATED TO THE RESPECTIVE
ADVISOR. THE PARTNERSHIP ALSO PAYS AN INCENTIVE FEE PAYABLE ANNUALLY EQUAL TO
20% OF NEW TRADING PROFITS EARNED BY CAMPBELL, ECKHARDT AND RABAR FOR THE
PARTNERSHIP AND 23% OF NEW TRADING PROFITS EARNED BY EAGLE. The annual incentive
fees payable to the Advisors (for purposes of calculating the Net Asset Value as
of the end of the month that is not the end of a year) will be accrued on a
monthly basis. No incentive fee shall be paid until the end of nearest calendar
quarter ending at least twelve months after trading commences (the
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<PAGE> 27
"Initial Payment Date"), which fee shall be based on New Trading Profits earned
from the commencement of trading operations by the Partnership through the end
of that period. From that point on, incentive fees will be paid as of the end of
each twelve months following the Initial Payment Date. New Trading Profits are
computed solely based on commodity trading. "New Trading Profits" earned by an
Advisor is defined in the Management Agreement as the excess, if any, of Net
Assets managed by the Advisor at the end of the fiscal period over Net Assets
managed by the Advisor at the end of the highest previous fiscal period or Net
Assets allocated to the Advisor 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, reallocations or capital
distributions, if any, made during the fiscal period decreased by interest or
other income, not directly related to trading activity, earned on the
Partnership's assets during the fiscal period, whether the assets are held
separately or in margin accounts. Ongoing expenses are attributed to each
Advisor based on the Advisor's proportionate share of Net Assets and shall not
include management fees of the Partnership's other Advisors. Ongoing expenses
above do not include expenses of litigation not involving the activities of the
Advisor on behalf of the Partnership.
If any payment is made to an Advisor with respect to New Trading Profits
earned by an Advisor for the Partnership, and the Partnership thereafter incurs
a net loss for any subsequent period, the Advisor will retain the amount
previously paid in respect of New Trading Profits. If Net Assets allocated to
the Advisor are reduced due to redemptions, distributions or reallocations,
there will be a proportional reduction in the related loss carryforward amount
that must be recouped before the Advisor is eligible to receive another
incentive fee. Substantial incentive fees may be paid to one or more of the
Advisors even though the Partnership may incur a net loss for the full year. For
example, if at the end of the year an Advisor had earned New Trading Profits of
$500,000, that Advisor would be paid an incentive fee of 20% (or, in the case of
Eagle, 23%) thereof, or $100,000 (or $115,000), respectively. That Advisor would
be entitled to retain that $100,000 (or $115,000) even if that account
experienced losses during the subsequent year. However, that Advisor would not
be again entitled to an incentive fee until such losses incurred by that Advisor
were recovered.
COMMODITY BROKER/DEALER. SB acts as commodity broker/dealer for the
Partnership. The Partnership has agreed to pay SB a monthly commodity brokerage
fee equal to (i) 9/20 of 1% of month-end Net Assets (5.4% per year) allocated to
Eagle, Eckhardt and Rabar and (ii) $54 per round-turn transaction for Campbell,
up to a cap of .45% of Net Assets per month (5.4% per year). Based upon the
recent trading history of the Advisors, the fee that the Partnership will pay is
estimated to equal $39 per round-turn transaction. The brokerage rate may be
substantially higher than the rate which SB charges certain other customers with
accounts of a similar size. The brokerage fees will be paid for the life of the
Partnership, although the rates at which such fees are paid may change. See "The
Commodity Broker/Dealer -- Brokerage Fees". Brokerage fees will not exceed the
limit imposed by the NASAA Guidelines. The Partnership enters into spot and
forward transactions with SB as principal at prices quoted by SB which reflect a
price differential between the bid and the ask prices (which differential
includes anticipated profits and costs to SB as dealer), but do not include a
mark-up. The spread charged on related party trades will be at competitive
market prices. Thus, the price quoted to the Partnership will be less than or
equal to the price quoted to any other SB account for the same forward or spot
transaction.
The Partnership's funds will be maintained in cash and deposited by SB in
segregated bank accounts as required by CFTC regulations. Such accounts do not
earn interest. SB has informal arrangements with various banks with which it
does business pursuant to which it obtains overdraft privileges which are
extended as a result of the total banking relationship between SB and the banks
which includes the deposit of customer funds so segregated (although such funds
cannot be attached by the bank in the event of the failure of SB to repay the
overdraft). As a result of such overdraft privileges, SB is usually able to
reduce its other short term borrowings which generally carry a higher interest
rate than the 30-day U.S. Treasury bill yield.
The Partnership will pay, or will reimburse SB if previously paid by SB on
behalf of the Partnership, for any NFA, exchange, floor brokerage, give-up, user
or clearing fees applicable to the Partnership's trading. Such fees and charges
will be paid to the exchange on which the trades are effected, to the floor
broker or brokerage executing a transaction, to the clearing association for
such exchange or to the NFA. Although it is impossible to predict the amount of
such fees accurately, based on the recent trading history of the Advisors,
19
<PAGE> 28
the Partnership could pay approximately 1.1% of Net Assets per year to cover
these fees. This is an estimate and not a cap. Such fees are subject to various
caps as discussed in this section under "Caps on Fees".
OTHERS. The Partnership is obligated to pay periodic legal, accounting,
filing, reporting and data processing fees and the expenses of the Continuous
Offering which may equal up to approximately .15% of Net Assets ($150,000) if
100,000 Units offered hereby are sold and .80% of Net Assets ($120,000) if
15,000 Units offered hereby are sold. The Limited Partnership Agreement requires
the Partnership to bear all of its offering expenses of the Continuous Offering.
See "Use of Proceeds". The Partnership also bears any extraordinary expenses
incurred by it. Any and all other general and administrative expenses of the
Partnership are borne by the General Partner.
BREAK-EVEN ANALYSIS
The following table is a summary of fees and expenses expressed both as a
dollar amount and as a percentage of a $1,000 investment in the Partnership. See
"Fees and Expenses to the Partnership." The break-even point per Unit (that is,
the trading profit the Partnership must realize in the first year of a limited
partner's investment so that such investment at the end of the year is equal to
its value at the beginning of the year), assuming a limited partner purchases
Units at $1,000 each as of the beginning of the year and redeems its Units at
the end of the first year of its investment, is 8.04%, or $80.39 per Unit
(assuming the estimated Partnership size is $15,000,000), or 5.36%, or $53.57
per Unit (assuming the estimated Partnership size is $100,000,000).
<TABLE>
<CAPTION>
ESTIMATED PARTNERSHIP SIZE
--------------------------
<S> <C> <C>
$15,000,000 $100,000,000
----------- ------------
Selling Price Per Unit(1)................................... $ 1,000.00 $ 1,000.00
----------- ------------
Interest Income Credit(2)................................... $ (38.32) $ (38.32)
Brokerage Fees(3)........................................... $ 67.49 $ 67.49
Trading Advisors' Management Fees(4)........................ $ 17.72 $ 19.10
Initial Offering Expenses(5)................................ $ 25.50 $ 3.80
Operating Expenses(6)....................................... $ 8.00 $ 1.50
Amount of Trading Income Required for the Partnership's Net
Asset Value per Unit at the End of One Year to Equal the
Selling Price per Unit.................................... $ 80.39 $ 53.57
----------- ------------
Percentage of Selling Price per Unit........................ 8.04% 5.36%
=========== ============
</TABLE>
- ---------------
(1) Investors will initially purchase Units at $1,000 each. During the
Continuous Offering, Units may be purchased at the prevailing Net Asset
Value per Unit.
(2) The Partnership earns interest income on 80% of the average daily equity
maintained in the Partnership's cash accounts at a rate equal to the average
yield on the 30-day U.S. Treasury bills issued during each month. For
purposes of this analysis, interest income was estimated at 3.83% of the
Partnership's Net Asset Value (assuming an estimated annual interest rate of
4.79%).
(3) Brokerage fees were estimated at 6.5% (5.4% for brokerage fees and 1.1% for
other trading-related expenses) of Net Assets. Based upon the recent trading
history of the Advisors, the fee that the Partnership pays is equal to
$39.00 per round-turn transaction, of which $34.00 is brokerage commissions
and $5.00 is other trading-related fees. In calculating the brokerage fee,
Net Assets equals the equity maintained in cash at the end of the month plus
unrealized gain (loss) on open positions and accrued interest income for the
month.
(4) The Partnership's Advisors are paid management fees of up to 2% of Net
Assets. In calculating the management fee, Net Assets equals the equity
maintained in cash at the end of the month plus unrealized gain (loss) on
open positions and accrued interest income for the month, less the monthly
brokerage fee amount, except that Eagle's management fee was further reduced
by its pro rata share of the Partnership's customary and routine
administrative expenses.
(5) Organizational and offering expenses will initially be borne by SB. The
Partnership will reimburse SB for these expenses, estimated at $700,000,
together with interest at the prime rate quoted by the Chase
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<PAGE> 29
Manhattan Bank, in 24 equal monthly installments beginning with the end of
the month in which trading commences.
(6) Operating expenses include periodic legal, accounting, filing and reporting
fees, and the expenses of the continuous offering but do not include
extraordinary expenses. These expenses are expected to amount to either
$120,000 or $150,000 assuming either 15,000 or 100,000 Units offered hereby
are sold at $1,000 per Unit, respectively. Assuming 15,000 Units are sold
this estimate consists of (i) legal expenses of $60,000, (ii) accounting
expenses of $40,000 and (iii) other expenses (such as filing and reporting
fees) of $20,000. Assuming 100,000 Units are sold, this estimate is
comprised of (i) legal expenses of $65,000, (ii) accounting expenses of
$50,000 and (iii) other expenses (such as filing and reporting fees) of
$35,000.
The Advisors will also receive an annual incentive fee of 20%, or 23% in
the case of Eagle. These amounts have not been included in the table above
because they are calculated based on New Trading Profits after deducting all of
the Partnership's expenses.
POTENTIAL BENEFITS TO INVESTORS
Investment in the Units is speculative and involves risks, including the
risk of loss. See "Risk Factors". However, investment in the Partnership offers
the following potential advantages:
PROFESSIONAL TRADING MANAGEMENT. Commodity trading decisions are made for
the Partnership by the Advisors. The Advisors manage the commodity investments
of the Partnership pursuant to the trading policies of the Partnership and
certain trend-following techniques and other technical and fundamental
strategies. The performance of commodity accounts managed by the Advisors is
described under "The Advisors".
DIVERSIFICATION. The assets of the Partnership will normally be invested
in a number of commodities, so that each limited partner will obtain greater
diversification in commodities traded than would be possible trading
individually unless substantially more than the $5,000 minimum investment
($2,000 in the case of employee-benefit plans, and subject to higher minimums in
certain states) required by the Partnership were committed to the commodity
markets. See "Trading Policies" and "The Advisors".
In addition, managed futures is considered by some to be part of a class of
alternative investments to traditional stocks and bonds. Other alternative
investments include venture capital, hedge funds and real estate, among others.
Managed futures investments may be more liquid than some other alternative
investments. Unlike many other alternative investments, net asset values of
managed futures portfolios are generally available on a daily basis.
Allocating a portion of the risk segment of a portfolio to a managed
futures investment, such as the Partnership, can add a potentially valuable
element of diversification to a traditionally structured stock and bond
portfolio. Historically, the returns of many managed futures investments have
exhibited a substantial degree of non-correlation with the performance of the
general equity and debt markets (as reflected in the performance of various
market indices such as the Standard & Poor's 500 Index for domestic equities,
the Lehman Brothers Bond Index for debt and the Morgan Stanley Europe,
Australasia and the Far East Index for international equities), suggesting that
a managed futures component may provide a valuable complement to a traditional
portfolio.
This benefit of adding a managed futures component to a portfolio is an
application of Modern Portfolio Theory. Modern Portfolio Theory is an analytical
framework that suggests that it is possible for an investor to construct a
portfolio using multiple asset classes that attempts to balance desired returns
with tolerable risk (volatility as measured by standard deviation). This
objective can be achieved by adding investments for which the desired return has
a low to negative or non-correlation to the other assets in the portfolio.
Consequently, allocating a limited portion of the risk segment of a portfolio to
a managed futures program such as the Partnership, if the managed futures
performance is in fact non-correlated with stocks and bonds, can potentially
improve the overall return and reduce the volatility of the total portfolio over
the long term.
Although the General Partner generally endorses the modern portfolio
theory, there can be no assurance that any managed futures investment will be
successful, avoid substantial losses or generate performance non-correlated with
the equity or debt markets. Furthermore, non-correlation is not negative
correlation. Even if the performance of the Partnership is non-correlated with
these markets, this does not mean that the
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<PAGE> 30
Partnership's results will not parallel either or both during significant
periods of time. In any event, unless a managed futures investment is
successful, it cannot add a potentially valuable element of diversification to a
portfolio.
MULTI-ADVISOR TRADING. The General Partner has selected multiple Advisors
for the Partnership in an attempt to protect against losses while retaining the
ability to make profits for the Partnership. Due to the different trading
methods to be employed for the Partnership, losses incurred by one of the
Advisors may be offset in whole or in part by profits earned by the other
Advisors during the same time period, although there is no guarantee that this
result will occur. In fact, profits earned by one Advisor may be entirely offset
by losses incurred by the other Advisors.
LIMITED LIABILITY. Unlike an individual who invests directly in commodity
futures or forward contracts, an investor in the Partnership cannot be
individually subjected to margin calls and cannot lose more than the amount of
his contribution to the Partnership and his share of the Partnership's profits
(including distributions of profits and payments on redemption of his Units). It
is possible for a limited partner to lose the entire amount of his contribution
to the Partnership. See "Commodity Markets -- Margins" and "The Limited
Partnership Agreement -- Liability of Limited Partners".
INTEREST INCOME. SB will pay the Partnership interest on 80% of the
average daily equity maintained in cash in the Partnership's trading accounts
with SB. An individual trader would generally not receive interest on the funds
in his commodity account unless he committed substantially more than the $5,000
minimum investment required by the Partnership. See "The Commodity
Broker/Dealer -- Customer Agreement".
BROKERAGE FEES. The Partnership pays SB a monthly brokerage fee equal to
up to 9/20 of 1% of month-end Net Assets (5.4% per year). The Partnership will
also pay certain fees in connection with its trading as described under "Fees
and Expenses to the Partnership -- Others." See "Fees and Expenses to the
Partnership -- Commodity Broker/Dealer". The Partnership may therefore pay lower
commission rates than many public customers of SB. Certain public customers of
SB may pay lower commission rates than the Partnership pays, and other commodity
brokerage firms might offer lower rates to an account the size of the
Partnership's because different accounts require different levels of service and
monitoring based upon the number of advisors and the volume and complexity of
trading. In addition, pursuant to its Customer Agreement with SB, the
Partnership will receive several administrative services, such as account
reconcilement, payment of fees and expenses, crediting of interest income and
assistance with regulatory filings and monthly reports. These types of services
may not be provided to certain other public customers of SB and may account for
the possibly higher fees paid by the Partnership. See "Commodity
Broker/Dealer -- Customer Agreement". Brokerage fees will be paid for the life
of the Partnership, although the rate at which such fees are paid may change.
See "Conflicts of Interest" and "The Commodity Broker/Dealer -- Brokerage Fees".
ADMINISTRATIVE CONVENIENCE. The Partnership provides investors with many
services designed to simplify the administrative details involved in engaging
directly in commodities transactions, including maintaining the books and
accounts of trading activities, preparing monthly and annual reports to limited
partners and supplying limited partners with information necessary for
individual federal tax returns. See "The Limited Partnership
Agreement -- Reports to Limited Partners".
CONFLICTS OF INTEREST
The following inherent or potential conflicts of interest should be
considered by prospective investors before subscribing for Units:
RELATIONSHIP BETWEEN THE GENERAL PARTNER AND THE COMMODITY
BROKER/DEALER. The General Partner is an affiliate of SB, which acts as the
commodity broker/dealer for the Partnership. Since SB charges the Partnership a
monthly brokerage fee based on Net Assets with respect to trading by Eagle,
Eckhardt and Rabar (initially 65% of the Partnership's Net Assets) rather than a
per transaction commission, and the per-trade commissions to be paid with
respect to trading by Campbell are capped at 5.4% of Net Asset Value, the
General Partner has no incentive to select advisors that will generate a large
number of trades to benefit SB. Instead, the General Partner may have a conflict
of interest between its responsibility to manage the Partnership for the benefit
of the limited partners and its interest in selecting advisors that will
generate a small number of trades, thus incurring small amounts of charges
incidental to trading so that Net Assets, from
22
<PAGE> 31
which SB's fees are paid, remain relatively higher. Furthermore, the less active
the trading, the fewer services SB will be required to provide to the
Partnership with respect to such trading. In addition, the General Partner may
have an incentive to select advisors that trade more forward and spot contracts
than futures and options contracts, since forward and spot prices may include a
profit margin to SB as dealer. Because the General Partner is an affiliate of
SB, the General Partner has a potential conflict of interest in its decision to
replace the futures commission merchant, if necessary. The fact that the General
Partner and SB are affiliated creates a potential conflict in that the fees
received by SB may not have been set by "arm's-length" negotiation. The General
Partner is a fiduciary to the limited partners and, as such, must resolve any
conflict in favor of the limited partners. Prospective investors should be aware
that because SB and certain Financial Consultants (excluding principals of the
General Partner) receive a portion of the commodity brokerage fees generated by
the Partnership and allocated to outstanding Units sold by them, SB and such
Financial Consultants may have a conflict of interest in advising subscribers as
to whether they should redeem their Units or purchase additional Units. Except
as otherwise set forth in this section, no other conflict of interest exists on
the part of any other principal of SB. See "The Commodity
Broker/Dealer -- Brokerage Fees".
BROKERAGE RATE CHARGED BY THE COMMODITY BROKER/DEALER. Pursuant to the
Customer Agreement between the Partnership and SB, SB acts as the commodity
broker/dealer for the Partnership. Because the General Partner is an affiliate
of SB, the General Partner may have a conflict of interest between its
responsibility to manage the Partnership for the benefit of the limited partners
and its interest in obtaining brokerage rates which are favorable to SB. SB
charges the Partnership a monthly brokerage fee equal to up to 9/20 of 1% of
month-end Net Assets (5.4% per year). Although the Customer Agreement is
non-exclusive, so that the Partnership has the right to seek lower brokerage
rates from other brokers at any time, the General Partner believes that the
arrangements between the Partnership and SB are consistent with arrangements
other comparable commodity pools have entered into with other futures commission
merchants and are fair to the Partnership and does not intend to negotiate with
SB to obtain lower commission rates or to refer brokerage transactions to other
firms. However, the General Partner will review, at least annually, the
commission rates charged to other comparable commodity pools to determine that
the brokerage fee being paid by the Partnership is competitive with such other
rates. The General Partner, as a fiduciary to the limited partners, must resolve
any conflict in favor of the limited partners. Therefore, at the time of such
review, the General Partner will consider whether any action need be taken in
light of its obligations to the Partnership, and will advise the limited
partners of any action so taken. Limited partners would not be able to require
the General Partner to take any specific action, but could vote to terminate the
Customer Agreement with SB (with the vote of limited partners owning more than
50% of the Units). See "The Limited Partnership Agreement -- Amendments;
Meetings".
DISTRIBUTION OF PROFITS. The General Partner has sole discretion as to the
distribution of profits, if any, to the limited partners. The determination of
what is in the best interest of the Partnership or limited partners will be made
on a case by case basis by the General Partner in its sole discretion and
consistent with its fiduciary obligations to the Partnership and the limited
partners. To the extent that profits are retained by the Partnership rather than
distributed, the Net Assets of the Partnership, which determine the brokerage
fees payable in any year, will be increased, thereby increasing the maximum
amount of fees which can be earned by SB. In addition, the amount of funds in
segregated accounts at banks which extend overdraft privileges to SB will be
greater to the extent that profits are retained. See "The Commodity
Broker/Dealer -- Customer Agreement". Thus, the General Partner may have a
conflict of interest between its obligation to the limited partners in
considering a distribution of profits and its interest in increasing fees
payable to SB. Any such conflict must be resolved in favor of the limited
partners. In any event, the General Partner does not intend to make any
distribution which would reduce the Net Asset Value of a Unit below $1,000, or
if the size of a distribution would not warrant the administrative expense which
would be involved, or if, in the opinion of the General Partner, a distribution
would otherwise not be in the best interests of the Partnership or the limited
partners. The General Partner has no current intention of making any
distributions.
ACCOUNTS OF SB, THE GENERAL PARTNER AND THEIR AFFILIATES. The officers,
directors and employees of SB and the General Partner, as well as SB and the
General Partner themselves, may trade in commodity contracts for their own
accounts. The records of any such trading will not be available for inspection
by limited partners. In addition, SB is a futures commission merchant and
effects transactions in commodity futures contracts for
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<PAGE> 32
its customers. Thus, it is possible that SB could effect transactions for the
Partnership in which the other parties to the transactions are its officers,
directors or employees or its customers. Such persons might also compete with
the Partnership in making purchases or sales of contracts without knowing that
the Partnership is also bidding on such contracts. Trading decisions for the
Partnership are not currently made by the General Partner, SB or their
affiliates. CFTC regulations require that SB, to the extent possible, insure
that each order received from the Partnership which is executable at or near the
market price be transmitted to the floor of the appropriate contract market
before any order in the same commodity for any proprietary account of SB.
CONTROL OF OTHER ACCOUNTS BY THE ADVISORS. The Advisors manage the
accounts of clients other than the Partnership including other commodity pools
and intend to manage such accounts in the future. Certain Advisors and their
principals or affiliates also act as commodity pool operators with respect to
other commodity pools. Campbell act as advisor to the following pools operated
by the General Partner: Smith Barney Diversified Futures Fund L.P., Smith Barney
Diversified Futures Fund L.P. II, Smith Barney Global Markets Futures Fund L.P.,
SB/Michigan Futures Fund L.P., Smith Barney Potomac Futures Fund L.P. and Smith
Barney Campbell Financial, Metal & Energy Fund PLC. Rabar acts as advisor to the
following pools operated by the General Partner: Smith Barney Diversified
Futures Fund L.P., F-1000 Futures Fund L.P. Michigan Series I and II, Smith
Barney Principal Plus Futures Fund L.P. and F-1000 Futures Fund L.P. Series IX.
Eagle and Eckhardt do not act as advisors to any other pools operated by the
General Partner. In addition, the Advisors and their principals and affiliates
may trade for their own accounts. The records of any such trading will not be
available for inspection by limited partners. It is possible that as a result of
a neutral allocation system, testing a new trading system, trading proprietary
accounts more aggressively, or other actions not constituting a violation of
fiduciary duties, the Advisors or their principals or affiliates may take
positions in their proprietary accounts that are opposite or ahead of a client
(including the Partnership). As a result, positions in proprietary accounts of
the Advisors and their principals or affiliates may be taken which are in
competition with positions taken for the Partnership. In addition, principals of
certain Advisors devote time to other business activities. All commodity futures
and options positions held by all accounts owned or controlled directly or
indirectly by each of the Advisors and its principals, respectively, including
the portion of the Partnership's account managed by that Advisor will be
aggregated for purposes of determining compliance with speculative position
limits. As a result, the Partnership might not be able to enter into or maintain
certain positions if such positions, when added to the positions held by such
other accounts, would exceed the applicable limits. If trading orders must be
revised as a result of the application of speculative position limits, an
Advisor will modify such orders in a manner which will not substantially
disproportionately affect the Partnership as compared with that Advisor's other
accounts. In addition, the Advisors will not knowingly or deliberately use
trading strategies for the Partnership which are inferior to those used for any
other client or account nor favor any other account over the Partnership in any
way, although certain Advisors may offer different trading programs and various
factors affecting different types and sizes of accounts may require the
utilization of different strategies or methods for such accounts. See "Commodity
Markets -- Regulation". See also "Risk Factors -- Possible Effects of
Competition" and "The Advisors -- Management Agreements" with respect to other
potential conflicts of interest arising in connection with the operations and
activities of the Advisors.
OTHER ACTIVITIES OF SB. SB maintains a commodity research department which
makes trading recommendations on a daily basis. The trading records of such
recommendations will not be made available to limited partners. From such
trading recommendations, transactions may be made which are similar or opposed
to transactions being made for the Partnership. SB will not provide advisory
services to the Partnership.
OTHER COMMODITY POOLS. The General Partner and its predecessors over the
last five years have sponsored and established over 45 commodity pools and may
sponsor or establish other commodity pools which may compete with the
Partnership. See "The General Partner -- Other Pools Operated by the General
Partner". Neither the General Partner nor SB will knowingly or deliberately
favor any such pools over the Partnership in their dealings on behalf of such
other pools. In addition, the General Partner may in the future serve as an
advisor or co-advisor to such other commodity pools or to the Partnership. If
the General Partner were to serve as a trading advisor to the Partnership, there
would be a conflict between its duty to determine its management fees in the
best interests of the Partnership and its interest in maximizing fees paid to
itself (subject to limitations imposed by the NASAA Guidelines as set forth in
the Partnership Agreement). Of
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<PAGE> 33
course, the General Partner is bound by its fiduciary duties as a general
partner to resolve this potential conflict in the best interest of the limited
partners.
GENERAL PARTNER'S CHOICE OF ADVISORS. The Limited Partnership Agreement
empowers the General Partner to make trading decisions for the Partnership
itself or to delegate some or all of its authority to make such decisions to one
or more trading advisors. The Limited Partnership Agreement empowers the General
Partner on behalf of the Partnership to enter into, renew, terminate or
renegotiate a management agreement with such advisors pursuant to which the
Partnership will be obligated to pay management and/or incentive fees to the
advisors. The Partnership has entered into the Management Agreements described
herein with Campbell, Eagle, Eckhardt and Rabar as advisors. However, the
General Partner may have a conflict of interest between its obligations to act
in the best interests of the limited partners and its own interest in receiving
fees from the Partnership in the future. The General Partner believes that the
fees charged to the Partnership are fair to the Partnership and acknowledges its
fiduciary duty to negotiate future contracts including contracts with itself in
the best interests of the limited partners.
TRADING POLICIES
The objective of the Partnership is to preserve and to achieve substantial
appreciation of its assets through speculative trading in commodity interests
including futures contracts, options and forward contracts. Commodity futures
and options trading may be conducted on all major United States and, to a lesser
extent, on certain foreign commodities exchanges. The Partnership does not
intend to act as a dealer. The Partnership will attempt to accomplish its
trading objectives by following the trading policies set forth below:
1. Partnership funds will be invested only in commodity contracts
which are traded in sufficient volume to permit, in the opinion of the
Advisor trading that contract, ease of taking and liquidating positions.
2. No Advisor will initiate additional positions in any commodity if
such additional positions would result in aggregate positions for all
commodities requiring as margin more than 66 2/3% of the Partnership's
assets allocated to the Advisor. For the purpose of this limitation,
forward contracts in currencies will be deemed to have the same margin
requirements as the same or similar futures contracts traded on the Chicago
Mercantile Exchange.
3. The Partnership will not employ the trading technique commonly
known as "pyramiding", in which the speculator uses unrealized profits on
existing positions as margin for the purchase or sale of additional
positions in the same or related commodities.
4. The Partnership will not utilize borrowings except short-term
borrowings if the Partnership takes delivery of any cash commodities,
provided that neither the deposit of margin with a commodity broker nor
obtaining and drawing on a line of credit with respect to forward contracts
shall constitute borrowing.
5. From time to time trading strategies such as spreads or straddles
may be employed on behalf of the Partnership. The term "spread" or
"straddle" describes a commodity trading strategy involving the
simultaneous buying and selling of contracts on the same commodity but
involving different delivery dates or markets and in which the trader
expects to earn a profit from a widening or narrowing of the difference
between the prices of the two contracts.
6. The Partnership will not permit the churning of its commodity
trading accounts.
The trading policies described above (except the Partnership's basic
investment policies, Nos. 3, 4 and 6) may be altered by the General Partner
without approval by the limited partners if it is determined that such change is
in the best interests of the Partnership (based upon factors including but not
limited to the performance of various futures markets, advisors and the risks
associated with modified trading policies). The limited partners will be
notified by mail within seven business days of any material changes in trading
policies. The limited partners may also change the trading policies of the
Partnership in accordance with the Partnership Agreement, as set forth in
Section 17(c) thereof, set forth in Exhibit A hereto. Such procedures are also
summarized under "The Limited Partnership Agreement -- Amendments; Meetings."
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<PAGE> 34
THE GENERAL PARTNER
BACKGROUND
The Partnership's General Partner and commodity pool operator is Smith
Barney Futures Management Inc. which is a Delaware corporation that is wholly
owned by Salomon Smith Barney Holdings, Inc., which is the sole owner of SB.
Salomon Smith Barney Holdings, Inc. is a wholly owned subsidiary of Travelers
Group, Inc., a publicly-held company whose shares are listed on the New York
Stock Exchange and is engaged in various financial service and other businesses.
On April 6, 1998, Travelers announced that it had entered into a merger
agreement with Citicorp. The transaction, which is expected to be completed
during the third quarter of 1998, is subject to various regulatory approvals,
including approval by the Federal Reserve Board. Upon consummation of the
merger, Travelers would be a bank holding company subject to regulation under
the Bank Holding Company Act of 1956, the requirements of the Glass-Steagall Act
and certain other laws and regulations. The General Partner is the successor to
the business of Smith Barney Futures Partners, Inc. (which was the surviving
entity of the merger on August 2, 1993 of three commodity pool operators: Smith
Barney Futures Partners, Inc., Lehman Brothers Capital Management Corp. and
Hutton Commodity Management Inc.). The General Partner is a commodity pool
operator and a member of the NFA under the registration and memberships of Smith
Barney Futures Partners, Inc, which became registered with the CFTC as a
commodity pool operator and a member of the NFA on September 2, 1986. The
principal offices of the General Partner are located at 390 Greenwich
Street - 1st floor, New York, New York 10013; telephone (212) 723-5424.
PRINCIPALS
The officers and directors of the General Partner are Jack H. Lehman, III
(Chairman and Director), David J. Vogel (Director and President), Michael R.
Schaefer (Director), Steven J. Keltz (Secretary and Director), Daniel A.
Dantuono (Chief Financial Officer, Treasurer and Director), Daniel R. McAuliffe,
Jr. (Director), Shelley Ullman (Senior Vice President and Director) and Maureen
O'Toole (Senior Vice President). Each director and officer is subject to
re-appointment annually.
Mr. Lehman, age 52, is a Senior Executive Vice President and Director of
SB's commodity division. In addition, he has been a Director of the General
Partner since July 1993 and was Co-Chairman of SB's commodity division from July
1992 through May 1996. Before joining SB, he was employed for twenty years at
SLB where from 1982 through April 1992 he was a Senior Executive Vice President
and Director of Commodities. He was a director and the Chairman of Lehman
Brothers Capital Management Corp., one of the predecessors of the General
Partner. Mr. Lehman is a past Chairman of the Futures Industry Association and
currently serves on its Executive Committee. He has been a member of the Board
of Governors of the Commodity Exchange, Inc. and the Comex Clearing Association.
Mr. Vogel, age 53, became an Executive Vice President of SB and a Director
of the General Partner on August 2, 1993. In May 1996, he was appointed
President of the General Partner. From January 1993 to July 1993, Mr. Vogel was
an Executive Vice President of SLB. Formerly, Mr. Vogel was the chairman and CEO
of LIT America, Inc. (September 1988 through December 1992) and an Executive
Vice President of Thomson McKinnon Securities Inc. (June 1979 through August
1988). Mr. Vogel is also a past chairman of the Futures Industry Association, a
past director of Comex Clearing Corporation and the Commodity Exchange Inc. and
a past Governor of the Chicago Mercantile Exchange.
Mr. Schaefer, age 48, has been involved in the securities and commodities
brokerage business for over twenty-five years and has been an Executive Vice
President of SB since early 1992. He has been employed with the firm in various
capacities associated with its commodity businesses since 1981. His principal
areas of responsibility include futures research, trade execution, clearing and
administration. He is a member of various major U.S. commodity exchanges and a
Director of the NFA. He has been a Director of the General Partner since its
organization in 1986.
Mr. Keltz, age 48, is an Associate General Counsel in the Law Department of
SB. He became Secretary of the General Partner on August 2, 1993 and a Director
of the General Partner in October 1995. From October 1988 through July 1993, Mr.
Keltz was employed by SLB as First Vice President and Associate
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<PAGE> 35
General Counsel where he provided legal counsel to various derivative products
businesses. Mr. Keltz was Vice President, Product Manager -- Futures and an
Associate General Counsel for PaineWebber Incorporated from 1985 through
September 1988.
Mr. Dantuono, age 40, is a Senior Vice President of SB (since March 1994)
prior to which he was a First Vice President since August 1993. Mr. Dantuono was
Vice President at SLB where he was employed since 1980. He has been Chief
Financial Officer, Treasurer and Director of the General Partner since August
1993. Prior to August 1993, Mr. Dantuono was Controller and Treasurer of a
corporate predecessor of the General Partner.
Mr. McAuliffe, age 48, is a Senior Vice President of SB (since August 1990)
and became a director of the General Partner in April 1994. Mr. McAuliffe is
Director of Administration for Smith Barney Managed Futures. From 1986 through
1997, he was responsible for the marketing and sales of retail futures products,
including public and private futures funds and managed account programs. Prior
to joining SLB, Mr. McAuliffe was employed by Merrill Lynch Pierce Fenner &
Smith from 1983 through 1986. Prior to joining Merrill Lynch, Mr. McAuliffe was
employed by Citibank from 1973 to 1983. He is a member of the Managed Futures
Association and the Marketing Division of the Futures Industry Association.
Ms. Ullman, age 39, is a Senior Vice President of SB (since October 1989)
and a director of the General Partner (since April 1994). Previously, Ms. Ullman
was a First Vice President of SLB and a vice president and assistant secretary
of a predecessor of the General Partner, with responsibility for execution,
administration, operations and performance analysis for managed futures funds
and accounts.
Ms. O'Toole, age 40, is a Senior Vice President of SB (since April 1995)
and a Senior Vice President of the General Partner (since May 1997). Ms. O'Toole
is Director of Managed Futures Sales and Marketing for SB. Prior to joining SB
in March 1993, Ms. O'Toole was the director of managed futures quantitative
analysis at Rodman and Renshaw from 1989 to 1993. Ms. O'Toole began her career
in the futures industry in 1981 when she joined Drexel Burnham Lambert in the
research department of the Financial Futures Division. She has an MBA with a
concentration in Finance from Northwestern University.
There have been no administrative, civil or criminal actions pending, on
appeal or concluded against the General Partner or any of its individual
principals within the past five years that are material to a decision whether to
invest in the Partnership.
The General Partner employs a team of approximately 40 professionals whose
primary emphasis is on attempting to maintain quality control among the funds'
advisors. A full time staff of due diligence professionals use state-of-the-art
technology and on-site evaluations to monitor new and existing futures money
managers. The accounting and operations staff provide processing of trading
activity and reporting to limited partners and regulatory authorities.
The Limited Partnership Agreement requires the General Partner to maintain
a cash investment in the Partnership equal to the greater of (a) 1% of the
aggregate capital contributions of all partners or (b) $25,000. The General
Partner will share in profits and losses of the Partnership in proportion to its
share of Partnership capital on the same basis as the limited partners. The
General Partner's capital contribution to the Partnership will be treated as
Units of General Partnership Interest for the purpose of Partnership accounting.
Units of General Partnership Interest are equal in all respects to Units held by
limited partners, except as to liability and the ability to vote. See "The
Limited Partnership Agreement -- Sharing of Profits and Losses" and "Amendments;
Meetings." The Limited Partnership Agreement also requires that the General
Partner maintain an overall net worth (including capital contributions) equal to
the greater of (a) 5% of the total contributions (including contributions by the
General Partner) to all limited partnerships to which it is a general partner
(including the Partnership) plus (prior to the termination of the Public
Offering) 5% of the Units being offered for sale in the Partnership or (b)
$50,000.
David J. Vogel, the initial Limited Partner of the Partnership, acquired
one Unit of limited partnership interest for $1,000 to permit the Partnership to
be organized as a limited partnership under the laws of the State of New York.
Mr. Vogel may redeem his Unit for $1,000 and withdraw from the Partnership at
the termination of the Initial Offering Period if it is successful. No other
principal of the General Partner owns any Units, although they are not precluded
from purchasing such Units.
27
<PAGE> 36
As of May 31, 1998, the General Partner acts as general partner to
twenty-two other active commodity pools that are currently trading. The
performance of all of these pools for the past five years and year-to-date
period is set forth under "Other Pools Operated by the General Partner" below.
The statement of financial condition of the General Partner at December 31,
1997 and the report of the independent accountants thereon is set forth
beginning on page 104.
THE PARTNERSHIP -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Partnership was formed on June 15, 1998 under the laws of the State of
New York. To date, its only transactions have been the preparation of this
offering and capital contributions of $1,000 by the General Partner and $1,000
by one limited partner. The Partnership has not begun trading operations.
Therefore, the Financial Statement of the Partnership included in the prospectus
under "Financial Statements" is not indicative of future operating results. Such
results will depend in large part upon the commodity markets in general, the
performance of the Advisors for the Partnership, the amount of redemptions and
changes in interest rates. Because of the nature of these factors and their
interaction, it is impossible to predict future operating results, financial
position and cash flow.
Due to the highly leveraged nature of commodities trading, small price
movements may result in substantial losses. See "Risk Factors" and "Commodity
Markets." In order to provide some protection against a material decline in
liquidity caused by trading losses, the Partnership adheres to the trading
policies set forth under "Trading Policies."
RISK OF COMPUTER SYSTEM FAILURES (YEAR 2000 ISSUE)
The General Partner administers the business of the Partnership through
various systems and processes maintained by Salomon Smith Barney Holdings Inc.
("SSBH"). SSBH has analyzed the impact of the year 2000 on its systems and
processes and modifications for compliance are proceeding according to plan. All
modifications necessary for Year 2000 compliance are expected to be completed by
the first quarter of 1999. In July 1998, SSBH participated in successful
industry-wide testing coordinated by the Securities Industry Association and
plans to participate in such tests in the future. The purpose of industry-wide
testing is to confirm that exchanges, clearing organizations, and other
securities industry participants are prepared for the year 2000. The failure of
vendors, clients, or regulators to resolve their own Year 2000 compliance issues
in a timely manner could result in material financial risk to the Partnership.
The General Partner has been advised by the Advisors that they are using
their best efforts to identify any of their computer systems that are Year 2000
vulnerable. If such systems are identified that may negatively affect their
services, the Advisors will take prompt action to remediate those systems. The
General Partner will continue to inquire into the Advisors' Year 2000 readiness.
Should any Advisor have a Year 2000-vulnerable system which is unable to be
corrected by the year 2000, the General Partner will take appropriate action and
will promptly notify investors.
THIS POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.
OTHER POOLS OPERATED BY THE GENERAL PARTNER
The General Partner offers other pools whose performance may differ from
the Partnership's. Differences are due to combinations of different trading
advisors (and programs traded) as well as different partnership or
organizational structures. Tables 1, 2 and 3 below set forth the performance of
the other pools which have been operated by the General Partner during the past
five years. Table 1 sets forth the performance of commodity pools currently
operated by the General Partner for the period January 1993 through May 1998.
Table 2 sets forth the performance of commodity pools which were previously
operated by the General Partner for the period January 1993 through May 1998 and
which have ceased trading operations as of May 31, 1998. Table 3 sets forth the
performance of commodity pools previously operated by the General Partner for
the
28
<PAGE> 37
period January 1993 through May 1998 for which the General Partner no longer
acts as the pool operator as of May 31, 1998.
Each of the funds has as its purpose to profit by speculation in commodity
interests. As of May 31, 1998, each fund operated by the General Partner had a
net asset value in excess of its initial offering amount except Smith Barney
Newport Futures Fund L.P., Smith Barney Great Lakes Futures Fund L.P., Smith
Barney Westport Futures Fund L.P. and Smith Barney Telesis Futures Fund L.P.
Each of these funds has been trading for less than two years.
Smith Barney Futures Management Inc. offers other pools which have more
than one trading advisor but whose performance may differ from the Partnership.
Differences are due to combinations of different trading advisors (and programs
traded) as well as different partnership or organizational structures.
ADDITIONAL INFORMATION FOR POOLS CURRENTLY OPERATED BY THE GENERAL PARTNER
AS OF MAY 31, 1998
<TABLE>
<CAPTION>
GENERAL
GENERAL PARTNER
COMMENCEMENT NUMBER OF PARTNER UNITS INITIAL
NAME OF POOL OF TRADING PARTICIPANTS OWNED INVESTMENT
------------ ------------ ------------ ------------- ----------
<S> <C> <C> <C> <C>
Select Advisors Futures Fund.................. Jul-87 579 34 $507,000
Hutton Investors Futures Fund II.............. Jul-87 403 44 $314,000
SLB Mid-West Futures Fund..................... Dec-91 670 322 $ 25,000
Smith Barney International Advisors
Currency Fund............................... Mar-92 130 8,000 $144,760
F-1000 Futures Fund Series VIII............... Aug-92 575 175 $384,000
F-1000 Futures Fund Series IX................. Mar-93 468 103 $249,000
Smith Barney Global Markets Futures Fund...... Aug-93 112 108 $ 75,000
Smith Barney Diversified Futures Fund......... Jan-94 6,446 2,049 $781,000
F-1000 Futures Fund Michigan Series I......... May-94 23 110 $110,000
Smith Barney Mid-West Futures Fund II......... Sep-94 1,000 609 $ 97,000
F-1000 Futures Fund Michigan Series II........ Jun-95 2 207 $207,000
Smith Barney Tidewater Futures Fund........... Jul-95 186 128 $ 52,000
Smith Barney Principal Plus Futures Fund...... Nov-95 1,404 376 $376,000
Smith Barney Diversified Futures Fund II...... Jan-96 5,784 1,119 $ 87,000
SB/Michigan Futures Fund...................... Jul-96 2 102 $ 52,000
Smith Barney Principal Plus Futures Fund II... Aug-96 1,254 203 $203,000
Smith Barney Newport Futures Fund............. Dec-96 388 240 $ 44,000
Smith Barney Great Lakes Futures Fund......... Jan-97 2 99 $ 51,000
Smith Barney Westport Futures Fund............ Aug-97 4,787 1,213 $405,000
Smith Barney Potomac Futures Fund............. Oct-97 56 33 $ 17,000
Smith Barney Telesis Futures Fund............. Feb-98 137 98 $ 48,000
Smith Barney AAA Futures Fund................. Mar-98 812 662 $501,000
</TABLE>
IT SHOULD NOT BE ASSUMED THAT PARTICIPANTS IN THE PARTNERSHIP WILL
EXPERIENCE RETURNS, IF ANY, COMPARABLE TO THOSE EXPERIENCED BY INVESTORS IN THE
FUNDS. THE RESULTS SET FORTH IN THE TABLES ARE NOT INDICATIVE OF, AND HAVE NO
BEARING ON, ANY RESULTS THAT MAY BE OBTAINED BY THE PARTNERSHIP
29
<PAGE> 38
NOR ARE THE PAST RESULTS OF SUCH FUNDS A GUARANTEE OF THE FUTURE PERFORMANCE OF
THE PARTNERSHIP. THIS IS DUE IN LARGE PART TO THE FACT THAT THE RESULTS
CONTAINED IN THESE TABLES DERIVE TO AN EXTENT FROM THE UNCERTAIN NATURE AND
FUNCTION OF COMMODITIES MARKETS AS WELL AS THE DIVERGENT TRADING STRATEGIES,
POLICIES AND METHODS OF THE ADVISORS DIRECTING VARIOUS FUNDS.
30
<PAGE> 39
TABLE 1
CAPSULE PERFORMANCE OF OTHER POOLS CURRENTLY OPERATED BY SMITH BARNEY FUTURES
MANAGEMENT INC.
FOR THE PERIOD JANUARY 1993 THROUGH MAY 31, 1998
[CAPTION]
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
CURRENT LARGEST MONTHLY
INCEPTION AGGREGATE TOTAL PERCENT DRAW-DOWN
TYPE OF OF SUBSCRIPTIONS NAV PERCENT
NAME OF POOL POOL TRADING $(000) $(000) (%) DATE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shearson Select Advisors Futures Fund A Jul-87 50,507 5,046 9.72 (May-97)
Hutton Investors Futures Fund II A Jul-87 30,304 20,054 5.87 (Jul-94)
Shearson Mid-West Futures Fund 1 Dec-91 60,804 63,915 9.18 (May-97)
Smith Barney International Advisors A Mar-92 32,312 3,471 7.08 (Nov-93)
Currency Fund
F-1000 Futures Fund Series VIII 2,A Aug-92 36,000 7,930 3.84 (Feb-96)
- -----------------------------------------------------------------------------------------------------------
F-1000 Futures Fund Series IX 2,A Mar-93 24,005 6,647 4.26 (Feb-96)
Smith Barney Global Markets Futures 1,A Aug-93 20,226 8,364 9.19 (Aug-97)
Fund (formerly Erisa Futures Fund)
Smith Barney Diversified Futures Fund A Jan-94 256,774 134,676 8.12 (Feb-96)
F-1000 Futures Fund Michigan Series I 1,2,A May-94 10,697 13,462 5.86 (Feb-96)
Smith Barney Mid-West Futures Fund II 1 Sep-94 90,217 83,196 9.23 (May-97)
- -----------------------------------------------------------------------------------------------------------
F-1000 Futures Fund Michigan Series II 1,2,A Jun-95 20,490 24,559 5.08 (Feb-96)
Smith Barney Tidewater Futures Fund 1 Jul-95 16,914 16,194 18.24 (Aug-97)
Smith Barney Principal Plus Futures 2,A Nov-95 37,507 33,447 5.94 (Feb-96)
Fund
Smith Barney Diversified Futures Fund A Jan-96 138,925 119,436 8.57 (Feb-96)
II
SB/Michigan Futures Fund 1,A Jul-96 11,591 12,125 8.67 (Apr-98)
- -----------------------------------------------------------------------------------------------------------
Smith Barney Principal Plus Futures 2,A Aug-96 22,581 20,696 5.98 (Aug-97)
Fund II
Smith Barney Newport Futures Fund 1 Dec-96 25,865 11,824 17.43 (Mar-98)
Smith Barney Great Lakes Futures Fund 1 Jan-97 10,102 9,406 7.62 (Aug-97)
Smith Barney Westport Futures Fund Aug-97 118,820 113,003 3.43 (Aug-97)
Smith Barney Potomac Futures Fund 1 Oct-97 2,708 2,703 6.35 (Apr-98)
- -----------------------------------------------------------------------------------------------------------
Smith Barney Telesis Futures Fund 1 Feb-98 9,614 9,221 3.63 (Apr-98)
Smith Barney AAA Futures Fund 1 Mar-98 65,669 46,445 3.07 (Mar-98)
- -----------------------------------------------------------------------------------------------------------
<CAPTION>
LARGEST PEAK-TO-VALLEY
DRAW-DOWN PERCENTAGE ANNUAL RATE OF RETURN
PERCENT (COMPUTED ON A COMPOUNDED MONTHLY BASIS)
% Time Period 1993 1994 1995 1996 1997 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Shearson Select Advisors Futures Fund 22.59 (Aug-93 to Jan-95) 20.62 (13.96) 26.91 21.57 13.06 (14.96)
Hutton Investors Futures Fund II 13.66 (Jul-94 to Jan-95) 29.40 (4.66) 41.78 29.11 17.82 (6.25)
Shearson Mid-West Futures Fund 19.90 (Jul-94 to Jan-95) 39.88 (8.64) 36.24 26.76 12.95 (14.80)
Smith Barney International Advisors 24.08 (Oct-93 to Feb-96) 0.95 (10.40) (5.04) 22.68 18.51 3.62
Currency Fund
F-1000 Futures Fund Series VIII 12.22 (Sep-93 to Oct-94) 18.93 (10.41) 12.69 3.96 3.15 0.12
- -----------------------------------------------------------------------------------------------------------
F-1000 Futures Fund Series IX 8.41 (Jun-95 to Oct-95) 3.91 (4.13) 12.89 3.51 8.87 (0.95)
Smith Barney Global Markets Futures 12.08 (Dec-96 to May-97*) (0.59) (7.19) 20.91 17.70 4.13 1.26
Fund (formerly Erisa Futures Fund)
Smith Barney Diversified Futures Fund 14.50 (Jun-95 to Oct-95) - (3.29) 12.86 14.54 3.83 (5.01)
F-1000 Futures Fund Michigan Series I 8.80 (Jun-95 to Oct-95) - 1.38 14.25 2.79 10.47 (1.59)
Smith Barney Mid-West Futures Fund II 17.08 (Jan-98 to Apr-98*) - (7.54) 31.74 26.26 12.73 (15.06)
- -----------------------------------------------------------------------------------------------------------
F-1000 Futures Fund Michigan Series II 7.27 (Feb-96 to May-96) - - 2.25 9.49 11.61 (4.11)
Smith Barney Tidewater Futures Fund 18.24 (Aug-97 to Aug-97) - - (1.25) 7.83 6.12 16.79
Smith Barney Principal Plus Futures 8.85 (Feb-96 to Aug-96) - - 5.75 4.37 10.45 (3.13)
Fund
Smith Barney Diversified Futures Fund 11.72 (Mar-97 to Apr-98*) - - - 12.51 (0.10) (3.76)
II
SB/Michigan Futures Fund 10.64 (Aug-97 to Apr-98*) - - - 18.58 5.90 (4.29)
- -----------------------------------------------------------------------------------------------------------
Smith Barney Principal Plus Futures 7.25 (Aug-97 to Apr-98*) - - - 12.97 4.45 (3.66)
Fund II
Smith Barney Newport Futures Fund 50.98 (Mar-97 to May-98*) - - - 7.34 (21.84) (34.60)
Smith Barney Great Lakes Futures Fund 11.82 (Mar-97 to Apr-98*) - - - - 2.67 (6.67)
Smith Barney Westport Futures Fund 8.06 (Jan-98 to Apr-98*) - - - - 1.15 (5.42)
Smith Barney Potomac Futures Fund 6.35 (Apr-98 to Apr-98*) - - - - 2.95 (0.43)
- -----------------------------------------------------------------------------------------------------------
Smith Barney Telesis Futures Fund 4.58 (Feb-98 to May-98*) - - - - - (4.58)
Smith Barney AAA Futures Fund 4.50 (Mar-98 to Apr-98) - - - - - 1.93
- -----------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
Notes follow Table 3
TYPE OF POOL LEGEND
- -----------------
1-Privately Offered
2-Principal Protected
3-Multi-Advisor
A-More than one trading advisor but not a multi-advisor pool as that term is
defined in Part 4 of the regulations of the CFTC.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
31
<PAGE> 40
TABLE 2
CAPSULE PERFORMANCE OF OTHER POOLS PREVIOUSLY OPERATED BY SMITH BARNEY FUTURES
MANAGEMENT INC.
FOR THE PERIOD JANUARY 1993 THROUGH MAY 31, 1998 AND WHICH HAVE CEASED TRADING
OPERATIONS AS OF
MAY 31, 1998
<TABLE>
<CAPTION>
LARGEST MONTHLY
NAV PERCENT DRAW-DOWN
INCEPTION AGGREGATE BEFORE -------------------
TYPE OF OF TERMINATION SUBSCRIPTION TERMINATION PERCENT
NAME OF POOL POOL TRADING DATE $(000) $(000) (%) DATE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Commodity Venture Fund Nov-80 Feb-95 15,153 1,412 11.91 (Jan-94)
Matterhorn Commodity Partners Jun-81 Mar-93 15,153 1,989 3.68 (Jan-93)
Matterhorn Commodity Partners II Apr-84 Mar-93 10,653 2,453 3.68 (Jan-93)
Hutton Investors Futures Fund III A Apr-88 Dec-93 7,614 612 8.03 (Dec-93)
Ayco Futures Fund 1 May-88 Jul-94 5,114 161 29.35 (Apr-94)
- -------------------------------------------------------------------------------------------------------------------------
F-1000 Guarantee Futures Fund II 2 Jun-88 Aug-93 101,012 33,053 1.15 (Jan-93)
F-1000 Guarantee Futures Fund III 2 Aug-88 Aug-93 55,824 10,955 1.23 (May-93)
Parnel Futures Fund 1 Nov-88 Oct-94 2,885 74 19.43 (Feb-94)
F-1000 Guarantee Futures Fund IV 2 Dec-88 Feb-94 45,692 16,389 5.93 (Jan-94)
F-1000 Futures Fund VI 2 May-90 May-95 32,996 21,805 3.11 (Jul-94)
- -------------------------------------------------------------------------------------------------------------------------
Peregrine Futures Fund A Dec-91 Sep-95 9,767 432 16.21 (Aug-93)
Shearson Lehman Brothers
Erisa Futures Fund 1,A Jan-92 Jun-93 14,026 15,244 2.50 (Jun-93)
Signet Partners 1,A Jan-93 Feb-95 522 191 11.97 (Aug-93)
Smith Barney Offshore Futures Fund 3,A Aug-93 Aug-94 2,704 1,945 6.50 (Jan-94)
Monetary Venture Fund 1 Feb-87 Apr-96 2,368 164 12.37 (Apr-94)
- -------------------------------------------------------------------------------------------------------------------------
Shearson Lehman Futures 1000 Plus 2,A May-91 May-96 63,088 40,673 3.00 (Feb-96)
Shearson Hutton Performance
Partners A Jun-89 Dec-97 16,541 1,225 8.12 (Aug-97)
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LARGEST PEAK-TO-VALLEY
DRAW-DOWN PERCENTAGE ANNUAL RATE OF RETURN
----------------------------- (COMPUTED ON A COMPOUNDED MONTHLY BASIS)
PERCENT
NAME OF POOL (%) TIME PERIOD 1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commodity Venture Fund 39.53 (Jan-92 to Feb-95*) (2.16) (26.37) (8.44) - - -
Matterhorn Commodity Partners 3.68 (Jan-93 to Jan-93) 7.02 - - - - -
Matterhorn Commodity Partners II 3.68 (Jan-93 to Jan-93) 5.19 - - - - -
Hutton Investors Futures Fund III 8.31 (Jun-93 to Dec-93*) (5.56) - - - - -
Ayco Futures Fund 78.99 (Jul-89 to Apr-94*) (36.84) (45.77) - - - -
- -------------------------------------------------------------------------------------------------------------------------
F-1000 Guarantee Futures Fund II 1.72 (Mar-93 to May-93) 4.79 - - - - -
F-1000 Guarantee Futures Fund III 1.77 (Mar-93 to May-93) 4.15 - - - - -
Parnel Futures Fund 38.09 (Jan-94 to Apr-94*) 25.49 (28.79) - - - -
F-1000 Guarantee Futures Fund IV 7.22 (Jan-94 to Feb-94*) 5.81 (7.22) - - - -
F-1000 Futures Fund VI 8.58 (Jul-94 to Jan-95) 22.03 (2.43) 18.61 - - -
- -------------------------------------------------------------------------------------------------------------------------
Peregrine Futures Fund 32.42 (Jul-93 to Nov-93*) (20.56) 5.91 (3.05) - - -
Shearson Lehman Brothers
Erisa Futures Fund 3.47 (May-93 to Jun-93*) 12.68 - - - - -
Signet Partners 11.97 (Aug-93 to Aug-93) 29.21 53.32 (0.36) - - -
Smith Barney Offshore Futures Fund 6.50 (Jan-94 to Jan-94) 2.22 2.68 - - - -
Monetary Venture Fund 37.41 (Jan-92 to Jan-95*) (3.18) (27.47) 32.05 5.76 - -
- -------------------------------------------------------------------------------------------------------------------------
Shearson Lehman Futures 1000 Plus 11.16 (Aug-93 to Jan-95) 10.82 (6.41) 12.79 1.59 - -
Shearson Hutton Performance
Partners 24.12 (Aug-93 to Jan-95) 4.38 (10.59) 18.04 2.42 (10.l2) -
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
Notes follow Table 3
TYPE OF POOL LEGEND
- --------------
1-Privately Offered
2-Principal Protected
3-Offshore
4-Multi-Advisor
A-More than one trading advisor but not a multi-advisor pool as that term is
defined in Part 4 of the regulations of the CFTC.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
32
<PAGE> 41
TABLE 3
CAPSULE PERFORMANCE OF OTHER POOLS PREVIOUSLY OPERATED BY SMITH BARNEY FUTURES
MANAGEMENT INC.
FOR THE PERIOD JANUARY 1993 THROUGH MAY 31, 1998 AND FOR WHICH SMITH BARNEY
FUTURES MANAGEMENT INC. NO
LONGER ACTS AS COMMODITY POOL OPERATOR AS OF MAY 31, 1998
<TABLE>
<CAPTION>
LARGEST MONTHLY
NAV PERCENT DRAW-DOWN
INCEPTION AGGREGATE BEFORE -------------------
TYPE OF OF TRANSFER SUBSCRIPTIONS TRANSFER PERCENT
NAME OF POOL POOL TRADING DATE $(000) $(000) (%) DATE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Commodity Trend Timing Fund Jan-80 May-95 16,625 1,275 14.67 (Feb-94)
Commodity Trend Timing Fund II Dec-82 Apr-95 34,428 1,412 14.48 (Feb-94)
Shearson Lehman Hutton Guarantee
Futures Fund I 2,3 Apr-89 Jul-93 10,202 1,562 2.76 (May-93)
Premier Futures Limited 3,A Jun-91 Jul-93 9,878 6,157 1.37 (Mar-93)
Lehman Brothers Japan Futures Fund 3,A Feb-91 Jul-93 53,007 72,267 0.93 (Mar-93)
------------------------------------------------------------------------------------------------------------------------
New Millennium Futures Fund Limited 3 Mar-91 Jul-93 10,366 1,210 3.10 (Jun-93)
Delafund 3 Jan-93 Jul-93 2,521 1,542 15.35 (May-93)
Harbourer Futures Fund 3 May-93 Dec-94 25,003 12,657 5.10 (Feb-94)
Greenbrier Futures Fund 1 Jul-92 Dec-96 24,678 26,716 10.23 (Aug-94)
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LARGEST PEAK-TO-VALLEY
DRAW-DOWN PERCENTAGE ANNUAL RATE OF RETURN
------------------------------ (COMPUTED ON A COMPOUNDED MONTHLY BASIS)
PERCENT
NAME OF POOL (%) TIME PERIOD 1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commodity Trend Timing Fund 54.35 (Aug-93 to Feb-95*) 17.23 (50.55) (5.08) - - -
Commodity Trend Timing Fund II 54.67 (Aug-93 to Feb-95*) 16.74 (50.43) (6.86) - - -
Shearson Lehman Hutton Guarantee
Futures Fund I 3.24 (Mar-93 to May-93) 11.10 - - - - -
Premier Futures Limited 1.37 (Mar-93 to Mar-93) 29.84 - - - - -
Lehman Brothers Japan Futures Fund 0.93 (Mar-93 to Mar-93) 14.46 - - - - -
------------------------------------------------------------------------------------------------------------------------
New Millennium Futures Fund Limited 26.94 (Apr-91 to Mar-93*) 9.08 - - - - -
Delafund 22.20 (May-93 to Jul-93*) (18.12) - - - - -
Harbourer Futures Fund 5.10 (Feb-94 to Feb-94) 42.95 39.20 - - - -
Greenbrier Futures Fund 15.48 (Aug-94 to Jun-95) 33.45 16.74 (1.09) 17.60 - -
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
Notes follow Table
TYPE OF POOL LEGEND
- --------------
1-Privately Offered
2-Principal Protected
3-Offshore
4-Multi-Advisor
A-More than one trading advisor but not a multi-advisor pool as that term is
defined in Part 4 of the regulations of the CFTC.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
33
<PAGE> 42
NOTES TO TABLES 1, 2 AND 3
POOLS OPERATED BY SMITH BARNEY FUTURES MANAGEMENT INC.
(a) "Draw-Down" is defined as losses experienced by a pool over a specified
period of time.
(b) "Largest Monthly Draw-Down" is the largest monthly loss experienced by
the pool in any calendar month expressed as a percentage of the total equity in
the pool and includes the month and year of such draw-down.
(c) "Largest Peak-to-Valley Draw-Down" is the greatest cumulative
percentage decline in month end net asset value (regardless of whether it is
continuous) due to losses sustained by the pool during a period in which the
initial month-end net asset value of such draw-down is not equaled or exceeded
by any subsequent month's ending net asset value. The months and year(s) of such
decline from the initial month-end net asset value to the lowest month-end net
asset value are indicated. In the case where the pool is in a current draw-
down, or was in a current draw-down at the termination or transfer date, the
month of the lowest net asset value of such draw-down is disclosed followed by
an asterisk (*).
For purposes of the Largest Peak-to-Valley Draw-Down calculation, any
peak-to-valley draw-down which began prior to the beginning of the five most
recent calendar year period is deemed to have occurred during such five calendar
year period.
(d) "Annual (Year to Date) Rate of Return" is calculated by compounding the
Monthly ROR (as described below) over the months in a given year, i.e., each
Monthly ROR, in hundredths, is added to one(1) and the result is multiplied by
the subsequent Monthly ROR similarly expressed. One is then subtracted from the
product and the result is multiplied by one hundred (100).
Monthly rate of return ("Monthly ROR") is calculated by dividing each
month's net performance by the corresponding beginning net asset value adjusted
for time-weighted additions or time-weighted withdrawals.
34
<PAGE> 43
THE ADVISORS
The General Partner has selected Campbell, Eagle, Eckhardt and Rabar as the
Partnership's initial trading advisors. Each Advisor will manage the
Partnership's assets in accordance with the trading policies set forth above.
The Partnership's assets will be initially allocated in the following
approximate percentages: Campbell -- 35%; Eagle -- 20%; Eckhardt -- 10%; and
Rabar -- 35%. The General Partner, consistent with its fiduciary duties to the
limited partners, may modify these allocations at any time in its sole
discretion. Future allocations to the Advisors or additional advisors will be
made at the discretion of the General Partner. In selecting Advisors for the
Partnership, the General Partner considered past performance, trading style,
volatility of markets traded and fee requirements. Each Advisor had (i) a
minimum of five years of performance and (ii) a trading style that blended well
with the other Advisors. Each of the Advisors will be responsible only for
trading the assets of the Partnership allocated to it. Each Advisor will trade
independently of the others.
Based on the historical trading patterns of the programs initially selected
to trade the Partnership's assets, the overall portfolio will have approximately
75% of its trading concentrated in the global financial futures markets,
including contracts on U.S. and international interest rates and global stock
market indices, and foreign currency contracts and forwards. This portfolio
concentration may change in the future as allocations to the existing advisors
change, advisors are removed and new advisors are added to the Partnership.
None of the Advisors or their principals currently own any Units, although
they are not precluded from purchasing Units.
Except as noted below, there has been no administrative, civil or criminal
action during the preceding five years or ever, either threatened, pending or
completed against any Advisor or its principals that would be material to an
investor's decision whether or not to purchase Units.
The following descriptions include background information, information
concerning each Advisor's trading strategy and the performance record for each
Advisor. Investors should note that the summaries of trading strategies were
prepared by each Advisor and may emphasize different aspects of each Advisor's
trading. Consequently, comparison of the strategies may prove difficult or
impossible. In any event, each Advisor's trading strategies are proprietary and
confidential, and the summaries are therefore general in nature.
Table A-1 and, where applicable, Table A-2, for each Advisor include the
performance of each program or portfolio that the Advisor will initally use to
trade the Partnership's account. In the case of Campbell, Table A-1 (Financial,
Metal & Energy Small Portfolio) presents the actual performance of accounts
traded pursuant to that method for the period covered by the table. In the case
of Eagle, Table A-1 (Eagle-Global System) and Table A-2 (Eagle-FX System)
present the actual performance of accounts traded pursuant to those systems for
the periods covered by the tables. In the case of Eckhardt, Table A-1 (Global
Financial Program) presents the actual performance of accounts traded pursuant
to that method for the period covered by the table. In the case of Rabar, Table
A-1 (Diversified Program) presents the actual performance of accounts traded
pursuant to that method for the period covered by the table.
Table B and, where applicable, Table B-1 for each Advisor were prepared by
the General Partner and set forth the results of each program or portfolio that
the Advisor will use for the Partnership's account for the period January 1993
(October 1995 in the case of Eagle's Global System and November 1997 in the case
of Eckhardt's Global Financial Program) through May 31, 1998, adjusted for all
Advisors to take into account the brokerage, management and incentive fees and
other expenses (including expenses of the initial offering) to be paid by the
Partnership and interest to be earned by the Partnership. Partnership interest
was estimated using historical 30-day Treasury bill rates of the time period
presented on Table B and B-1. Such rates may be higher than current 30-day
Treasury bill rates that will be used to calculate Partnership interest income.
The application of historical rates may compare more closely to the Advisors'
interest income which was most likely earned at the then prevailing interest
rates of a particular time period.
As of May 31, 1998, the aggregate funds under management by the Advisors
were $1.8 billion (excluding notional funds) and $1.9 billion (including
notional funds).
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
35
<PAGE> 44
CAMPBELL & COMPANY INC.
BACKGROUND
Campbell & Company, Inc. ("Campbell") is a Maryland corporation organized
in April 1978 as a successor to a partnership originally formed in January 1974.
Its offices are located at 210 West Pennsylvania Avenue, Suite 770, Baltimore,
Maryland 21204, and its main telephone number is 410-296-3301. Campbell has been
registered with the Commodity Futures Trading Commission ("CFTC") as a Commodity
Trading Advisor since May 1978 and a Commodity Pool Operator since September
1982, and is a member of the National Futures Association ("NFA") in such
capacities.
PRINCIPALS
Below is biographical information on the principals of Campbell in
alphabetical order.
Richard M. Bell, 45, began his employment with Campbell in May 1990 and
serves as a Senior Vice President -- Trading. His duties include managing daily
trade execution for the assets under Campbell's management. From September 1986
through May 1990, Mr. Bell was the managing general partner of several
partnerships registered as broker-dealers involved in market making on the floor
of the Philadelphia Stock Exchange ("PHLX") and Philadelphia Board of Trade
("PBOT"). From July 1975 through September 1986 Mr. Bell was a stockholder and
executive vice-president of Tague Securities, Inc., a registered broker-dealer.
Mr. Bell owns a PHLX seat and a Philadelphia Currency Participation, which are
leased out. Mr. Bell graduated from Lehigh University with a B.S. in Finance.
D. Keith Campbell, 55, has served as the Chairman of the Board of Directors
of Campbell since it began operations, was President until January 1, 1994 and
Chief Executive Officer until January 1, 1998. Mr. Campbell is the sole voting
stockholder. From 1971 through June 1978 he was a registered representative of a
futures commission merchant. Mr. Campbell has acted as a commodity trading
advisor since January 1972 when, as general partner of the Campbell Fund, a
limited partnership engaged in commodity futures trading, he assumed sole
responsibility for trading decisions made on behalf of the Fund. Since then he
has applied various technical trading models to numerous discretionary commodity
trading accounts. Mr. Campbell is registered with the CFTC and NFA as a
commodity pool operator and is registered as an Associated Person of Campbell.
William C. Clarke, III, 47, joined Campbell in June 1977. He is Executive
Vice President -- Research and a Director of Campbell. Mr. Clarke holds a B.S.
in Finance from Lehigh University where he graduated in 1973. Mr. Clarke
currently oversees all aspects of research which involves the development of
proprietary trading models and portfolio management methods. Mr. Clarke is
registered as an Associated Person of Campbell.
Bruce L. Cleland, 51, joined Campbell in January 1993. Mr. Cleland serves
as President, Chief Executive Officer and a Director of Campbell. Prior to 1994,
he was Executive Vice President. From May 1986 through December 1992, Mr.
Cleland had served in various principal roles with the following firms:
president, F&G Management, Inc., a commodity trading advisor; president,
Institutional Brokerage Corp., a floor broker; president, Institutional Advisory
Corp., a commodity trading advisor and commodity pool operator; president,
Hewlett Trading Corporation, a commodity pool operator; principal of
Institutional Energy Corporation, an introducing broker. In March 1973, Mr.
Cleland was employed in London by Rudolf Wolff & Company, a founding member of
the London Metal Exchange. In July 1978, Mr. Cleland moved to New York to work
with Rudolf Wolff Futures Inc., a futures commission merchant, where he served
as president from January 1982 until April 1986. Mr. Cleland graduated in 1969
from Victoria University in Wellington, New Zealand where he received a Bachelor
of Commerce and Administration degree. Mr. Cleland is registered as an
Associated Person and is a Director of Campbell.
Xiaohua Hu, 34, serves as a Vice President -- Research. He has been
employed by Campbell since 1994 in the Research Department, where he has a major
role in the ongoing research and development of Campbell's trading systems. From
1992 to 1994 he was employed in Japan by Line System as a software engineer,
where he participated in the research and development of computer software,
including programs for production systems control and software development. Mr.
Hu received his B.A. in Manufacturing Engineering from Changsha University of
Technology in China in 1982. He went on to receive an M.A. and Ph.D. in
36
<PAGE> 45
Systems and Information Engineering from the Toyohashi University of Technology,
in Japan, in 1987 and 1992 respectively, During his studies at Toyohasi, Xiaohua
was also a Visiting Researcher in Computer Science and Operations Research and
published several research papers.
Phil Lindner, 44, serves as Vice President -- Information Technology. He
has been employed by Campbell since October 1994, became the IT Director in
March 1996, and Vice President in January 1998. He oversees Campbell's computer
and telecommunications systems, including a staff of programmers that program
proprietary applications for Campbell's Trading, Fund Administration, and
Accounting functions, and provide complete computer systems support to all
Campbell employees. Prior to joining Campbell, Mr. Lindner worked as a
programmer and manager for Amtote, a provider of race-track computer systems.
James M. Little, 52, joined Campbell in April 1990 and serves as Executive
Vice President -- Marketing and as a Director of Campbell. Mr. Little holds a
B.S. in Economics and Psychology from Purdue University. From March 1989 through
April 1990 Mr. Little was a registered representative of A.G. Edwards & Sons,
Inc. From January 1984 through March 1989 he was the chief executive officer of
James Little & Associates, Inc., a registered introducing broker, commodity pool
operator and registered broker-dealer. Mr. Little has extensive experience in
the futures industry having worked in the areas of hedging, floor trading and
managed futures. He is the co-author of The Handbook of Financial Futures, and
is a frequent contributor to investment industry publications. Mr. Little is
registered as an Associated Person of Campbell.
Theresa D. Livesey, 35, joined Campbell in 1991 and serves as the Chief
Financial Officer, Secretary, Treasurer, and a Director of Campbell. In addition
to her role as CFO, Ms. Livesey also oversees administration and compliance at
Campbell. From December 1987 to June 1991 she was employed by Bank Maryland
Corp, a publicly held company. When she left she was vice president and chief
financial officer. Prior to that time, she worked with Ernst & Young. Ms.
Livesey is a C.P.A. and has a B.S. in Accounting from the University of
Delaware.
V. Todd Miller, 36, serves as a Vice President -- Research. He has been
employed by Campbell since 1994 in the Research Department, where he has a major
role in the ongoing research and development of Campbell's trading systems. From
1993 to 1994, Mr. Miller was an assistant professor in the department of
Computer Information Science at the University of Florida, where he taught
classes in object-oriented programming, numerical analysis and programming in C,
C++ and LISP. Mr. Miller holds a variety of degrees from the University of
Florida, beginning with an Associates degree in architecture. He followed that
in 1986 with a B.A. in Business with a concentration in computer science. In
1988 he received his M.A. in Engineering with a concentration in artificial
intelligence. He completed his education in 1993 with a Ph.D. in Engineering
with a concentration in computer simulation.
Albert Nigrin, 36, serves as a Vice President -- Research. He has been
employed by Campbell since 1995 in the Research Department, where he has a major
role in the ongoing research and development of Campbell's trading systems. From
1991-1995 Mr. Nigrin was an assistant professor in the department of Computer
Science and Information Systems at American University in Washington D.C., where
he taught classes in artificial intelligence, computer programming and
algorithms to both graduate and undergraduate students. While teaching, he also
wrote and published a book with MIT Press, Neural Networks for Pattern
Recognition. Mr. Nigrin received a B.A. in Electrical Engineering in 1984 from
Drexel University. He then proceeded directly to a Ph.D. program and received
his degree in Computer Science in 1990 from Duke University, where his doctoral
studies concentrated in the areas of artificial intelligence and neural
networks.
Markus Rutishauser, 37, serves as Vice President -- Trading, and has been
employed by Campbell & Company since October 1993, with responsibility for
day-to-day foreign exchange trading. Prior to joining Campbell, Mr. Rutishauser
worked two years at Maryland National Bank in Baltimore as an Assistant Vice
President in Foreign Exchange trading. Prior to that he was employed by Union
Bank of Switzerland, spending four years in their Zurich office and another four
years in their New York office, in the Foreign Exchange Department. Mr.
Rutishauser graduated from the University of Fairfield with a degree in Finance.
He subsequently completed his MBA at the University of Baltimore in January
1996.
David M. Salmon, 57, is a Director of Campbell. Since January 1976 Mr.
Salmon has participated actively as a consultant in the development and
implementation of research and trading software at Campbell. Prior to his work
with Campbell, Mr. Salmon worked in the field of systems development and
optimization
37
<PAGE> 46
with Systems Control, Inc. and Stanford Research Institute. Mr. Salmon holds a
B.S.E.E. from the University of Auckland, New Zealand, an M.S.E.E. from
Northeastern University and a Ph.D. in Electrical Engineering from the
University of Illinois, Urbana.
C. Douglas York, 40, has been employed by Campbell since November 1992. He
is a Senior Vice President -- Trading for Campbell. His duties include managing
daily trade execution for foreign exchange markets and forward contracts on
precious metals and energy markets. Prior to joining Campbell, Mr. York was the
Global Foreign Exchange Manager for Black & Decker. He holds a B.A. in
Government from Franklin and Marshall College. Mr. York is registered as an
Associated Person of Campbell.
Principals of Campbell may trade futures interests for their own accounts.
In addition, Campbell manages proprietary accounts for its deferred compensation
plan and a principal. The Advisor and its principals reserve the right to trade
for their own accounts. There are no written procedures for proprietary trading.
Trading records for all proprietary trading are available for review by clients
upon reasonable notice.
TRADING STRATEGY
Campbell currently offers seven distinct trading portfolios, including the
Global Diversified Large Portfolio, the Global Diversified Small Portfolio, the
Financial, Metal & Energy Small Portfolio ("FME Small"), the Financial, Metal &
Energy Large Portfolio ("FME Large"), the Foreign Exchange Portfolio, the
Interest Rates, Stock Indices and Commodities Portfolio and the Ark Portfolio.
The General Partner and Campbell have agreed that Campbell will initially trade
on behalf of the Partnership utilizing only FME Small. When Campbell's
allocation of the Partnership's assets exceeds $10 million, Campbell will trade
pursuant to FME Large on behalf of the Partnership.
Campbell renders trading decisions for all its Portfolios based on
proprietary technical trend-following models. These models are designed to
follow intermediate to long-term price trends and also utilize quantitative
portfolio management analysis. The principal objective of the models is to
profit from major and sustained price trends. The basic concepts on which they
are built were developed through research efforts in 1976 and 1980. Since that
time, Campbell's models have continued to evolve as ongoing research and
increased computing power have expanded its ability to analyze price and market
parameters.
Campbell has two main trend-following trading models. The differences
between the two models are primarily in their sensitivity to price action. One
model, for example, may assume positions relatively quickly and place
comparatively close stop-loss orders on market entry while the other model may
tend to assume positions less quickly and consolidate profits, where available,
more slowly than the first model. Furthermore, each model may vary as to the
time or price at which the transaction determined by it is signaled. For
example, one model may attempt a transaction at any time during the day that a
price objective is reached, and the other may attempt a transaction at the
opening of the market or at the close of trading on the same day. On occasion
one of the models may trigger a long position signal in one delivery month while
the other model recommends a short position in the same delivery month of the
same futures, forward or options contract. It is unlikely that both positions
would prove profitable, and in retrospect one or both trades will appear to have
been unnecessary. On occasion, the models might temporarily recommend opposing
positions in the same delivery month of the same futures, forward or options
contract, in which case the recommendations would cancel each other out, and a
neutral position would be assumed. It is Campbell's policy to follow trades
signaled by each model independent of what the other model may be recommending.
Campbell believes that utilizing more than one trading model on the same account
offers diversification, and is most beneficial when numerous contracts of each
commodity are traded.
Over the past several years, Campbell's research has resulted in several
models changes and portfolio enhancements that have increased the quality of
returns (i.e., decreased variability or volatility of performance, while still
maintaining attractive returns).
First, a number of additional markets were added. Most of these were
foreign markets with low correlation to the existing markets traded, thus
overall diversity of the portfolios was increased. Additional markets may again
be added in the future. Some markets may also be deleted from time to time if
their performance does not meet expectations.
38
<PAGE> 47
Second, an additional set of parameters was added to each trading model, as
it was found that using several different parameter sets to measure market
movement also increased diversity and smoothed the volatility of performance.
This improved quality of performance allowed for an increase in leverage,
without an increase in volatility.
Third, a "risk reduction" method was added to the models to analyze market
volatility and make adjustments to market positions. Over the course of a
long-term trend, there are times when the risk (volatility) of the market is not
justified by the potential reward. Risk reduction assesses the risk/reward ratio
of the trend, and if this ratio becomes imbalanced, the model is signaled to
exit the trade, prior to the end of the trend. While there is some risk to this
method (for example, being out of the market during a significant, fast moving
trend), research indicates that it has also added to the smoothing of
performance.
A third trading model is also used for certain markets which appear to
respond well to both trend-following and contra-trend following techniques.
All of the trading models are applied continuously to various Campbell
portfolios. Campbell may in the future develop additional trading models and
modify models currently in use and, in all likelihood, will employ such models
for all accounts in the Company's portfolios.
Campbell employs a capital management strategy, the purpose of which is to
determine periods of high and low risk, on a market-by-market basis. When, in
the opinion of Campbell such points are reached, positions may be reduced or
increased, so that portfolio risk is decreased or increased, respectively. It is
possible, however that the benefit of having increased or decreased portfolio
risk will not be realized. For example, if a point of high risk is reached and
portfolio risk is decreased by a reduction in certain positions, and the markets
continue to produce profits before the portfolio assets can be redeployed in
additional market positions, the return will be less than it otherwise would
have been had the account been more fully invested. Campbell may, from time to
time, increase or decrease the number of contracts held based on increases or
decreases in an account, changes in internal market conditions, perceived
changes in individual markets or portfolio-wide risk factors, or other factors
which Campbell deems relevant.
Campbell trades futures and option contracts on all of the major U.S.
futures exchanges, futures contracts on certain foreign futures exchanges, and
some forward contracts in the over-the-counter market in currencies, metals and
energy. Campbell has not previously traded in foreign options on futures but may
do so in the future. Campbell may also engage in "exchange for physicals" (or
"EFPs"). An EFP is a transaction that is executed off-exchange, on the
over-the-counter market, that is subsequently converted into an equivalent
number of futures contracts on a futures exchange.
FINANCIAL, METAL & ENERGY PORTFOLIOS
Currently, two versions of the Financial Metal & Energy Portfolio are
offered. FME Small trades in foreign currencies, precious and base metals,
energy products, stock market indices and interest rates. FME Large is
appropriate for accounts greater than $10 million. It is the same as FME Small
but adds certain contracts that trade in the forward foreign currency markets
which do not have futures equivalents. Prior to February 1995, all Financial,
Metal & Energy accounts were traded together in the FME Large Portfolio. The FME
Small Portfolio began in February 1995, when accounts smaller than $10 million
were transferred from the FME Large to the FME Small Portfolio. The data in the
composite table does not reflect the performance of any one account. An
individual account may have realized more or less favorable results than the
composite indicates.
PERFORMANCE OF CAMPBELL & COMPANY, INC.
Table A-1 reflects the composite capsule performance results of all
accounts traded according to the Financial, Metal & Energy Small Portfolio of
Campbell for the period April 1983 (inception of trading) through May 1998.
Table A-2 reflects the composite capsule performance results of all
accounts traded according to the Financial, Metal & Energy Large Portfolio of
Campbell for the period April 1983 (inception of trading) through May 1998.
Table A-3 reflects the composite capsule performance results of all other
trading programs directed by Campbell for the time periods indicated on the
table.
39
<PAGE> 48
TABLE A-1
CAMPBELL & COMPANY, INC.
FINANCIAL, METAL & ENERGY SMALL PORTFOLIO
APRIL 1983 (INCEPTION OF TRADING PROGRAM) THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
- ---------------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January.................................. 2.80 3.85 8.80 (4.53) (4.67) (0.71)
February................................. (2.34) 1.63 (5.20) (1) 4.92 (6.81) 13.74
March.................................... 5.81 (1.75) 4.33 9.75 7.00 (5.79)
April.................................... (5.97) (3.03) 2.57 1.01 (1.77) 2.99
May...................................... 4.10 (3.01) (2.11) (1.42) (2.78) 2.81
June..................................... - 3.62 1.41 (2.46) 5.25 2.55
July..................................... - 8.81 (1.71) (2.76) (4.36) 5.55
August................................... - (5.94) 3.52 7.12 (3.79) (4.33)
September................................ - 4.53 1.92 (5.78) 6.91 (4.83)
October.................................. - 2.32 12.85 1.54 0.36 (6.19)
November................................. - 0.59 12.11 0.15 (7.02) 0.59
December................................. - 5.41 (4.12) 7.81 (5.07) (0.08)
Annual (or Period) Rate of Return........ 3.99% 17.28% 37.84% 14.89% (16.73)% 4.66%
- ---------------------------------------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (1/93-5/31/98) 10.09%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION-ANNUAL RATES OF RETURN FOR PRIOR YEARS
--------------------------------------------------------------------------------------------------------------------------------
1992 1991 1990 1989 1988 1987 1986 1985 1984 1983
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13.47% 31.12% 35.24% 42.23% 7.96% 64.38% (30.45)%... 33.05% 26.96% (10.34)%
9 Months
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Compound Average Annual Rate of Return (4/83-5/31/98) 15.59%
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Inception of Trading by CTA: January 1972
Inception of Trading in Program: February 1986
Number of Open Accounts as of May 31, 1998: 9
Aggregate Assets (Excluding "Notional" Equity) in
all Programs: $1,037,420,988 (5/98)
Aggregate Assets (Including "Notional" Equity) in
all Programs: $1,066,036,979 (5/98)
Aggregate Assets (Excluding "Notional" Equity) in
Program: $ 69,269,104 (5/98)
Aggregate Assets (Including "Notional" Equity) in
Program: $ 71,526,846 (5/98)
Largest Monthly Draw-Down:
Past Five-Year and Year-to-Date Period 7.02% (11/94)
Inception of Trading Program to Date 17.68% (6/86)
Largest Peak-to-Valley Draw-Down:
Past Five-Year and Year-to-Date Period 31.76% (8/93-1/95)
Inception of Trading Program to Date 41.92% (4/86-11/86)
</TABLE>
- --------------------
(1) The Financial, Metal & Energy Small Portfolio ("FME Small") began in
February 1995 when accounts smaller than $10 million in size were
transferred from the Financial, Metal & Energy Large Portfolio ("FME Large")
to the FME Small. Prior to February 1995, all Financial, Metal & Energy
accounts were traded together in the FME Large Portfolio. See Table A-2 and
footnotes to Tables A-1 and A-2.
Notes follow Table A-3
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
40
<PAGE> 49
TABLE A-2
CAMPBELL & COMPANY, INC.
FINANCIAL, METAL & ENERGY LARGE PORTFOLIO
APRIL 1983 (INCEPTION OF TRADING PROGRAM) THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
- ---------------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January.................................. 3.25 5.26 5.46 (4.53) (4.67) (0.71)
February................................. (2.38) 2.26 (5.63) 5.85 (6.81) 13.74
March.................................... 4.95 (2.08) 5.62 9.58 7.00 (5.79)
April.................................... (5.88) (3.84) 3.49 2.08 (1.77) 2.99
May...................................... 4.34 (1.84) (1.71) 0.88 (2.78) 2.81
June..................................... - 2.23 1.29 (0.90) 5.25 2.55
July..................................... - 9.27 0.01 (4.05) (4.36) 5.55
August................................... - (5.14) 1.78 5.83 (3.79) (4.33)
September................................ - 4.23 2.47 (3.47) 6.91 (4.83)
October.................................. - 2.39 12.06 1.20 0.36 (6.19)
November................................. - 0.57 12.22 (0.24) (7.02) 0.59
December................................. - 4.95 (4.29) 6.82 (5.07) (0.08)
Annual (or Period) Rate of Return........ 3.88% 18.75% 35.96% 19.46% (16.73)% 4.66%
- ---------------------------------------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (1/93-5/31/98) 10.84%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION-ANNUAL RATES OF RETURN FOR PRIOR YEARS
--------------------------------------------------------------------------------------------------------------------------------
1992 1991 1990 1989 1988 1987 1986 1985 1984 1983
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13.47% 31.12% 35.24% 42.23% 7.96% 64.38% (30.45)%... 33.05% 26.96% (10.34)%
9 Months
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Compound Average Annual Rate of Return (4/83-5/31/98) 15.87%
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Inception of Trading by CTA: January 1972
Inception of Trading in Program: February 1986
Number of Open Accounts as of May 31, 1998: 6
Aggregate Assets (Excluding "Notional" Equity) in
all Programs: $1,037,420,988 (5/98)
Aggregate Assets (Including "Notional" Equity) in
all Programs: $1,066,036,979 (5/98)
Aggregate Assets (Excluding "Notional" Equity) in
Program: $ 873,047,364 (5/98)
Aggregate Assets (Including "Notional" Equity) in
Program: $ 890,542,719 (5/98)
Largest Monthly Draw-Down:
Past Five-Year and Year-to-Date Period 7.02% (11/94)
Inception of Trading Program to Date 17.68% (6/86)
Largest Peak-to-Valley Draw-Down:
Past Five-Year and Year-to-Date Period 31.76% (8/93-1/95)
Inception of Trading Program to Date 41.92% (4/86-11/86)
</TABLE>
Notes follow Table A-3
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
41
<PAGE> 50
TABLE A-3
OTHER TRADING PROGRAMS DIRECTED BY CAMPBELL & COMPANY, INC.
FOR THE PERIOD JANUARY 1993 THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
INCEPTION NUMBER AGGREGATE ASSETS AGGREGATE ASSETS LARGEST
OF OF IN PROGRAM IN PROGRAM LARGEST PEAK-TO-
TRADING OPEN MAY 1998 MAY 1998 MONTHLY VALLEY
NAME OF PROGRAM PROGRAM ACCOUNTS (EXCLUDING NOTIONAL) (INCLUDING NOTIONAL) DRAW-DOWN DRAW-DOWN
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Global Diversified
Large Portfolio Jan-72 1 $63,084,104 $63,084,104 8.45% (2/94 26.05% (7/93-2/94)
Global Diversified
Small Portfolio Jun-97 10 $11,359,580 $11,609,580 5.75% (8/97 5.75% (8/97-8/97
Foreign Exchange
Portfolio Nov-90 2 $8,355,615 $16,893,509 11.66%(11/94) 44.73% (7/93-1/95)
Interest Rates,
Stock Indices and
Commodities ("ISC")
Portfolio Feb-96 1 $10,388,199 $10,388,199 6.73%(12/96 9.94% (12/96-4/97
The Ark Portfolio Sep-96 8 $1,917,022 $1,992,022 3.99% (4/97 4.48% (2/97-4/97
Diversified
Portfolio Jan-72 N/A-Closed N/A-Closed N/A-Closed 10.44% (2/94) 32.10% (7/93-2/94*)
Global Financial
Portfolio Dec-93 N/A-Closed N/A-Closed N/A-Closed 5.24% (2/94 19.20% (12/93-1/95*)
<CAPTION>
PERCENTAGE RATE OF RETURN
(COMPUTED ON A COMPOUNDED MONTHLY BASIS)
NAME OF PROGRAM 1998 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Global Diversified
Large Portfolio 0.88 14.95 26.78 6.52 9.61 2.39
(5 Months)
Global Diversified
Small Portfolio 3.91 13.85 -- -- -- --
(5 Months) (7 Months)
Foreign Exchange
Portfolio (2.84) 18.19 43.04 26.36 (21.19) (8.49)
(5 Months)
Interest Rates,
Stock Indices and
Commodities ("ISC")
Portfolio 7.83 20.15 25.73 -- -- --
(5 Months) (11)
Months
The Ark Portfolio 0.27 20.49 19.94 -- -- --
(5 Months) (4 Months)
Diversified
Portfolio -- -- -- (4.21) 8.52 (5.86)
(1 Month)
Global Financial
Portfolio -- -- -- 9.30 (13.16) (2.64)
(3 Months) (1 Month)
</TABLE>
- --------------------
Notes follow Table
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
42
<PAGE> 51
CAMPBELL
NOTES TO TABLES A-1, A-2 AND A-3
For the Global Diversified Small Portfolio, the Diversified Portfolio, the
Financial, Metal and Energy Small Portfolio, the Ark Portfolio and the Foreign
Exchange Portfolio, Campbell has adopted the "Fully Funded Subset" method of
computing rate of return and performance disclosure, referred to as the "Fully
Funded Subset" method, pursuant to an Advisory (the "Fully Funded Subset
Advisory") published by the CFTC. The Fully Funded Subset refers to that subset
of accounts included in the applicable composite which is funded entirely by
actual funds (as defined in the Advisory).
To qualify for the use of the Fully Funded Subset method, the Fully Funded
Subset Advisory requires that certain computations be made in order to arrive at
the Fully Funded Subset and that the accounts for which performance is so
reported meet two tests which are designed to provide assurance that the Fully
Funded Subset and the resultant rates of return are representative of the
trading program. Campbell has performed these tests for periods subsequent to
June 30, 1993 for the Diversified Portfolio and Foreign Exchange Portfolio. The
same calculations have been performed for the Financial, Metal and Energy Small
Portfolio, the Ark Portfolio and the Global Diversified Small Portfolio which
commenced trading in February 1995, September 1996 and June 1997, respectively.
However, for Portfolios trading prior to the aforementioned dates, due to cost
considerations, the Fully Funded Subset Method has not been used. Instead, the
rates of return reported are based on a computation which uses the Nominal
Account Sizes of all of the accounts included in composites calculated in
accordance with the Only Accounts Traded Method ("OAT") as described in Note
(d). Campbell believes that this method yields substantially the same rates of
return as would the Fully-Funded Subset Method.
(a) "Draw-Down" is defined as losses experienced by an account over a
specified period of time.
(b) "Largest Monthly Draw-Down" is the largest monthly loss experienced by
the portfolio on a composite basis in any calendar month expressed as a
percentage of the total equity in the portfolio and includes the month and year
of such draw-down. A small number of accounts in the portfolio composites have
experienced monthly drawdowns which are materially larger than the largest
composite monthly drawdown. These variances result from such factors as small
account size (i.e., accounts with net assets of less than the $500,000
prescribed portfolio minimum, which therefore trade fewer contracts than the
standard portfolio), intra-month account opening or closing, significant
intra-month additions or withdrawals, trading commissions in excess of the
stated average and investment restrictions imposed by the client.
(c) "Largest Peak-to-Valley Draw-Down" is the largest cumulative loss
experienced by the portfolio on a composite basis in any consecutive monthly
period on a compounded basis and includes the time frame of such drawdown. A
small number of accounts in the portfolio composites have experienced
peak-to-valley drawdowns which are materially larger than the largest composite
peak-to-valley drawdown. These variances result from such factors as small
account size (i.e., accounts with net assets of less than the $500,000
prescribed portfolio minimum, which therefore trade fewer contracts than the
standard portfolio), intra-month account opening or closing, significant
intra-month additions or withdrawals, trading commissions in excess of the
stated average and investment restrictions imposed by the client. In the case
where a trading program is in a current draw-down or was in a drawn-down when it
closed, the month of the lowest net asset value of such draw-down is disclosed
followed by an asterisk(*).
For purposes of the Largest Peak-to-Valley Draw-Down calculation, any
draw-down which began prior to the beginning of the five most recent calendar
year period is deemed to have occurred during such five calendar year period.
(d) "Annual (or Period) Rate of Return" is calculated by compounding the
Monthly ROR (as described below) over the months in a given year, i.e., each
Monthly ROR, in hundredths, is added to one (1) and the result is multiplied by
the subsequent Monthly ROR similarly expressed. One is then subtracted from the
product and the result is multiplied by one hundred (100). The Compound Average
Annual Rate of Return is similarly calculated except that before subtracting one
(1) from the product, the product is
43
<PAGE> 52
exponentially changed by the factor of one (1) divided by the number of years in
the performance summary and then one (1) is subtracted. The Compound Average
Annual Rate of Return appears in Table A-1 and Table A-2.
Monthly Rate of Return (Monthly ROR) for the Global Diversified Large
Portfolio, the Financial, Metal & Energy Large Portfolio, the Interest Rate,
Stock Indices and Commodities Portfolio and the Global Financial Portfolio is
calculated by dividing the net profit or loss by the assets at the beginning of
such period. Additions and withdrawals occurring during the period are included
as an addition to or deduction from beginning net assets in the calculations of
Monthly ROR, except for accounts which close on the last day of a period in
which case the withdrawal is not subtracted from beginning net assets for
purposes of this calculation. Beginning in January 1987, Monthly ROR is
calculated using the OAT method of computation. This computation method is one
of the methods approved by the CFTC to reduce the distortion caused by
significant additions or withdrawals of capital during a month. The records of
many of the accounts in the tables prior to 1987 do not document the exact day
within a month that accounts were opened or closed. Accordingly, there is
insufficient data to calculate Monthly ROR during such periods using the OAT
method. Campbell & Company has no reason to believe that the pre-1987 annual
rates of return would be materially different if the OAT method were used to
calculate such returns. The OAT method excludes from the calculation of rate of
return those accounts which had material intra-month additions or withdrawals
and accounts which were open for only part of the month. In this way, the
composite rate of return is based on only those accounts whose Monthly ROR is
not distorted by intra-month changes.
In this Monthly ROR calculation, accounts are excluded from both net
performance and beginning equity if their inclusion would materially distort the
Monthly ROR. The excluded accounts include (1) accounts for which there has been
a material addition or withdrawal during the month, (2) accounts which were open
for only part of the month or (3) accounts which had no open positions during
the month due to the intention of permanently closing the account. Such accounts
were not charged with material nonrecurring costs during the month.
Monthly ROR for each month subsequent to June 1993 (Diversified Portfolio
and Foreign Exchange Portfolio) and January 1995 (Financial, Metal and Energy
Small Portfolio) is calculated by dividing net performance of the Fully Funded
Subset by the beginning equity of the Fully Funded Subset, except in periods of
significant additions to or withdrawals from the accounts which are in the Fully
Funded Subset. In such instances, the Fully Funded Subset is adjusted to exclude
accounts with significant additions or withdrawals which would materially
distort the rate of return calculated pursuant to the Fully Funded Subset
method.
ADDITIONAL FOOTNOTE FOR THE GLOBAL DIVERSIFIED PORTFOLIO AND DIVERSIFIED
PORTFOLIO
As of February 1, 1995, all accounts in the Diversified Portfolio
transferred to the Global Diversified Portfolio. The Diversified Portfolio is no
longer offered as a trading program.
Currently, two versions of the Global Diversified Portfolio are offered:
the Global Diversified Large Portfolio ("GD Large") and the Global Diversified
Small Portfolio ("GD Small"). The GD Large Portfolio is appropriate for accounts
greater than $10 million in size. Accounts in this portfolio trade certain
contracts in the cash markets which do not have futures equivalents. Prior to
June 1997, all Global Diversified accounts were traded in the GD Large
Portfolio. The GD Small Portfolio began in June 1997, when accounts smaller than
$10 million were transferred from the GD Large Portfolio to the GD Small
Portfolio.
44
<PAGE> 53
TABLE B-1
CAMPBELL & COMPANY INC.
PRO FORMA PERFORMANCE
FINANCIAL, METAL & ENERGY SMALL PORTFOLIO
JANUARY 1, 1993 THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
----------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January............................... 2.51 3.63 9.25 (4.86) (5.13) (1.28)
February.............................. (2.91) 1.14 (5.57) (1)4.96 (7.17) 12.28
March................................. 5.83 (1.67) 4.38 9.77 6.59 (5.33)
April................................. (5.34) (2.81) 2.45 1.08 (2.38) 2.27
May................................... 4.01 (3.15) (2.67) (1.28) (3.19) 2.14
June.................................. -- 3.32 1.19 (2.15) 4.84 2.39
July.................................. -- 8.15 (1.87) (2.72) (4.82) 4.62
August................................ -- (5.97) 3.10 7.40 (3.90) (4.28)
September............................. -- 4.06 2.03 (5.67) 6.42 (4.29)
October............................... -- 1.75 13.24 1.55 (0.11) (5.71)
November.............................. -- 0.25 11.18 0.05 (7.37) 0.16
December.............................. -- 4.87 (3.82) 7.64 (5.60) (0.55)
Annual (or Period) Rate of Return..... 3.70% 13.46% 35.81% 15.36% (20.92)% 1.03%
- --------------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (1/93-5/31/98) 7.41%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
Largest Monthly Draw-Down: 7.37% (11/94)
Largest Peak-to-Valley Draw-Down: 35.26% (8/93-1/95)
</TABLE>
(1) The FME Small Portfolio began in February 1995 when accounts smaller than
$10 million in size were transferred from the FME Large Portfolio to the FME
Small Portfolio. Prior to February 1995, all Financial, Metal & Energy
accounts were traded together in the FME Large Portfolio. See Table A-2 and
footnotes to Tables A-1 and A-2.
- --------------------
Notes appear at page 70
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
45
<PAGE> 54
EAGLE TRADING SYSTEMS INC.
BACKGROUND
Eagle Trading Systems Inc. ("Eagle") is a Delaware corporation formed in
May, 1993 to provide commodity trading advisory services to selected clients.
Eagle has been registered with the CFTC as a commodity pool operator and a CTA
since June 22, 1993, and is a member of the NFA. All of Eagle's stock is owned
directly and in trust by Liora and Menachem Sternberg, who are directors of
Eagle. Eagle acquired all right, title and interest in the Eagle systems as of
March 31, 1993 and continues the systematic advisory services, pursuant to the
Eagle systems, previously provided by Tiverton Trading Incorporated ("Tiverton")
whose principal is unrelated to Eagle. Eagle has been independently responsible
for the operation of the Eagle systems since August 1, 1993. The business
offices of Eagle are located at 47 Hulfish Street, Princeton, New Jersey 08542,
telephone (609) 688-2060, facsimile (609) 688-2099.
PRINCIPALS
Menachem Sternberg is the Chairman of the Board and Chief Executive Officer
of Eagle and is a member of the NFA. Prior to joining Eagle in January 1997, Mr.
Sternberg was a Senior Vice President and senior trader at Caxton Corporation,
("Caxton"), and since July 1995, also was a principal of Caxton Associates
L.L.C. Caxton is a New York based money management firm investing in the foreign
exchange, global financial, and commodities markets.
Prior to joining Caxton in 1992, Mr. Sternberg was the President and a
director of Tiverton, a registered commodity trading advisor. From August 1989
to December 1991, Mr. Sternberg also was a Managing Director of Global Research
and Trading Ltd., a corporation engaged in the research and development of
trading and investment strategies in the futures, forward and option markets.
Prior thereto, Mr. Sternberg was employed by Commodities Corporation, (U.S.A.)
("CC (U.S.A.)") from 1979 until December 31, 1989, first as a research
consultant and subsequently as a First Vice President of CC (U.S.A.). In 1986,
he became an employee of Tiverton in addition to his employment at CC (U.S.A.).
Prior to joining CC (U.S.A.), Mr. Sternberg was a systems analyst.
Mr. Sternberg received a B.A. cum laude from Tel Aviv University and a
Ph.D. in Economics from Princeton University. His doctoral dissertation,
entitled "Uncertainty and the Use of Forward Contracts", dealt with theoretical
issues concerning hedging and market behavior. In addition to his involvement in
global financial markets, Mr. Sternberg has advised governmental and corporate
clients as an economic consultant, and has authored numerous research and
academic papers. He also has served on the faculty of Ben Gurion University and
as a visiting scholar at Princeton University.
Liora Sternberg is the President and a Director of Eagle and is a member of
the NFA. Mrs. Sternberg has been involved in the computer industry since 1977.
Starting in October 1982, she was employed by Menorah Insurance Company Ltd. as
a system analyst, in charge of designing financial applications. From January
1984 until January 1992, she was managing the General Insurance computer
applications department. Mrs. Sternberg initiated and supervised the development
and implementation of a wide range of computer support systems, both at the
management and operational levels. Her position required involvement in key
management and business decisions of the company. Starting in January 1992, Mrs.
Sternberg devoted her time to the study of financial markets and the design of
computerized trading systems. In May 1993, Mrs. Sternberg formed and became the
President of Eagle. Mrs. Sternberg received a B.A. in Computer Science and
Philosophy from Bar Ilan University in 1982.
Nancy Goldak is a Vice President of Eagle in charge of trade executions and
operations. Prior to joining Eagle in May 1994, Mrs. Goldak was a Vice President
of Reynwood Trading Corporation and managed its trading desk since November
1987. Before joining Reynwood, Mrs. Goldak performed duties involving treasury
cash management, compliance and brokerage operations for CC (U.S.A.) N.V. from
November 1979 to October 1987.
46
<PAGE> 55
TRADING APPROACH
SYSTEMATIC TRADING APPROACH
Eagle offers advisory services pursuant to a systematic trading approach.
The approach is a computerized technical, trend-following approach which is
based upon the systematization of strict trading rules, money management
principles and volatility adjustment features. The systematic trading approach
is designed to participate in intermediate and long-term trends while avoiding
markets with excessive volatility. Decisions to initiate or liquidate positions
are dependent upon computer-generated signals which are based on mathematical
analysis of closing market prices and the incorporation of money management
principles and predetermined risk parameters. Volatility adjustment features are
designed to trigger profit-taking decisions and to avoid markets which exhibit
excessive volatility.
Eagle's systematic trading approach has served as a conceptual framework
for the development of its trading systems. The systems were developed with the
use of artificial intelligence techniques which were applied to simulate the
operation of diverse combinations of trading rules using up to 15 years of
historical market data (to the extent available). Once the systems are used in
actual trading, they are constantly monitored and the trading rules are
reevaluated to identify any need for refinements or modifications. The systems'
trading rules incorporate trend-following elements, money management principles,
predetermined risk parameters and volatility adjustment features. The systems
are designed to trade on a fully-invested basis in markets exhibiting orderly
intermediate and long-term trends, while avoiding markets characterized by
excessive volatility or sharp price corrections. Sharp price corrections or high
volatility will generally trigger a scale-down or even complete liquidation of
positions.
TRADING PROGRAMS
Eagle offers three trading programs, all of which incorporate the trading
concepts embedded in its systematic trading approach. Eagle will initially trade
two programs on behalf of the Partnership. The Eagle-Global System will
initially be allocated two-thirds of the assets allocated to Eagle and the
Eagle-FX System will initially be allocated one-third of the assets. Markets and
instruments traded may change from time to time.
The Eagle System presently tracks and may trade up to 38 different futures
and forward markets trading on exchanges in the U.S. and abroad. The system
covers a wide variety of commodities, currencies and U.S. and global financial
markets. On April 1, 1995, the Eagle System added 8 global markets to those
previously traded, and recently, another global market and natural gas were
added. Eagle trades all major commodity futures sectors including U.S. and
international financial instruments, currencies, stock indices, agricultural and
meat products, energy products, and metals.
The Eagle-Global System is identical to the Eagle System except for the
exclusion of eight less liquid commodity markets (cocoa, coffee, cotton, soybean
meal, soybean oil, pork bellies, live cattle, and live hogs) from the 38 markets
that the Eagle System tracks and in which it may trade. The Eagle-Global System
commenced trading on August 1, 1995.
The Eagle-FX System presently tracks and may trade up to 17 different
foreign currencies including all the major foreign currencies. The system's
trading is executed by using forward contracts in the interbank foreign exchange
markets. The system's trading rules are similar to the ones used by the Eagle
System, with some modifications in view of the special nature of the currencies
markets.
Generally, when initiating a new account to trade pursuant to one of
Eagle's systems, a phase-in period will occur during which the account will
gradually become fully-invested as new signals are being generated by the
system. Eagle will not attempt to initiate positions for a new client similar to
the positions then held by existing clients unless, in Eagle's sole discretion
and judgment, Eagle believes that such positions can be initiated within the
same predetermined risk parameters which existed when the positions were
initiated for the existing clients. Accordingly, new accounts may experience
materially different performance from existing accounts until such time as they
become fully invested.
47
<PAGE> 56
PAST PERFORMANCE OF EAGLE TRADING SYSTEMS INC.
Table A-1 reflects the composite capsule performance results of all
accounts traded according to the Eagle-Global System for the period October 1995
through May 31, 1998.
Table A-2 reflects the composite capsule performance results of all
accounts traded according to the Eagle-FX System for the period September 1991
(inception of trading) through May 31, 1998.
Table A-3 reflects the composite capsule performance results of the Eagle
System, the only other trading program directed by Eagle for the time periods
indicated on the table.
48
<PAGE> 57
TABLE A-1
EAGLE TRADING SYSTEMS, INC.
EAGLE-GLOBAL SYSTEM
OCTOBER 1995* THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage monthly rate of return
- -------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
January.................................................... 8.29 5.05 8.90 -
February................................................... (0.10) 5.40 (13.14) -
March...................................................... 3.89 (11.80) (0.94) -
April...................................................... (1.33) 1.94 5.78 -
May........................................................ 11.14 (4.23) (10.04) -
June....................................................... - 0.88 1.34 -
July....................................................... - 16.95 (12.73) -
August..................................................... - (5.57) 5.14 -
September.................................................. - 10.72 18.64 -
October.................................................... - (7.33) 27.67 0.55
November................................................... - 1.05 8.14 2.36
December................................................... - 9.17 (7.71) (2.44)
Annual (or Period) Rate of Return.......................... 23.25% 20.23% 25.34% 0.41%
- -------------------------------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (10/95-5/31/98) 26.33%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
Inception of Trading by CTA: August 1993 (All trading for Eagle)
Inception of Trading in Program*: August 1995
Number of Open Accounts as of May 31, 1998: 13
Aggregate Assets (Excluding "Notional" Equity) in
all Programs: $ 367,603,358 (5/98)
Aggregate Assets (Including "Notional" Equity) in
all Programs: $ 392,943,337 (5/98)
Aggregate Assets (Excluding "Notional" Equity) in
Program: $ 117,455,101 (5/98)
Aggregate Assets (Including "Notional" Equity) in
Program: $ 134,548,625 (5/98)
Largest Monthly Draw-Down: 13.14% (2/96)
Largest Peak-to-Valley Draw-Down: 27.59% (2/96-7/96)
</TABLE>
* Inception of trading in program began in August 1995. October 1995 is the date
this program became eligible to use the Fully Funded Subset Method to compute
Rate of Return. The rates of return based upon the accounts' actual account
sizes appear in the "Notes to Tables A-1, A-2 and A-3."
- --------------------
Notes follow Table A-3
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
49
<PAGE> 58
TABLE A-2
EAGLE TRADING SYSTEMS, INC.
EAGLE-FX SYSTEM
SEPTEMBER 1991 (INCEPTION OF TRADING) THROUGH MAY 31, 1998
[CAPTION]
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January................................... (2.34) 8.69 10.94 (0.58) (8.62) (2.51)
February.................................. 0.15 10.93 (5.10) 15.48 (6.15) 3.29
March..................................... (1.08) (0.67) 13.26 17.30 (0.37) (4.47)
April..................................... (11.97) 4.49 4.75 2.08 1.08 (1.77)
May....................................... 2.93 0.32 (3.57) (10.96) (3.65) 2.35
June...................................... - (0.93) (1.22) (1.93) 11.48 1.81
July...................................... - 15.45 (3.63) (2.16) 4.02 0.23
August.................................... - (2.53) (0.92) 1.40 (16.13) 1.23
September................................. - (1.72) 11.75 (0.96) 1.57 2.79
October................................... - (2.38) 5.99 (0.30) 10.33 (0.86)
November.................................. - (0.61) 2.78 (2.54) (12.92) 1.59
December.................................. - 1.41 2.24 (9.66) 1.09 (3.38)
Annual (or Period) Rate of Return......... (12.34)% 35.34% 41.40% 3.54% (20.16)% (0.07)%
- ---------------------------------------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (1/93-5/31/98) 6.21%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[CAPTION]
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION-ANNUAL RATES OF RETURN FOR PRIOR YEARS
<S> <C> <C> <C> <C> <C> <C> <C>
-------------------
1992 1991
-------------------
<S> <C> <C> <C> <C> <C> <C> <C>
21.95% 26.02%
4 Months
-------------------
Compound Average Annual Rate of Return (9/91-5/31/98) 11.85%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
Inception of Trading by CTA: August 1993 (All trading for Eagle)
Inception of Trading in Program: August 1993 (Eagle FX traded exclusively by Eagle)
September 1991 (Eagle FX System traded under management of Tiverton)
Number of Open Accounts as of May 31, 1998: 10
Aggregate Assets (Excluding "Notional" Equity) in
all Programs: $367,603,358 (5/98)
Aggregate Assets (Including "Notional" Equity) in
all Programs: $392,943,337 (5/98)
Aggregate Assets (Excluding "Notional" Equity) in
Program: $69,324,450 (5/98)
Aggregate Assets (Including "Notional" Equity) in
Program: $77,570,905 (5/98)
Largest Monthly Draw-Down: 16.13% (8/94)
Largest Peak-to-Valley Draw-Down: 24.68% (5/95-12/95)
</TABLE>
- --------------------
Notes follow Table A-3
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
50
<PAGE> 59
TABLE A-3
OTHER TRADING PROGRAMS DIRECTED BY EAGLE TRADING SYSTEMS, INC.
FOR THE PERIOD JANUARY 1993 THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
INCEPTION AGGREGATE ASSETS AGGREGATE ASSETS
OF NUMBER IN PROGRAM IN PROGRAM LARGEST
TRADING IN OF OPEN MAY 1998 MAY 1998 MONTHLY
NAME OF PROGRAM PROGRAM ACCOUNTS (INCLUDING NATIONAL) (EXCLUDING NATIONAL) DRAW-DOWN
<S> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Eagle System......................... Sep-89(1) 15 $180,823,807 $180,823,807 19.42% (2/96)
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
LARGEST PERCENTAGE RATE OF RETURN
PEAK-TO-VALLEY (COMPUTED ON A COMPOUNDED MONTHLY BASIS)
NAME OF PROGRAM DRAW-DOWN 1997 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Eagle System......................... 28.09% (2/96-9/96) 27.06 26.59 17.88 72.74 29.13 56.05
(5 Months)
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NAME OF PROGRAM
<S> <C>
- -------------------------------------------------------------------------------------------------------------------------
Eagle System.........................
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) September 1989 (Trading of Eagle System under Tiverton)
August 1993 (Eagle System trading exclusively by Eagle)
- --------------------
Notes follow Table
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
51
<PAGE> 60
EAGLE TRADING SYSTEMS INC.
NOTES TO TABLES A-1, A-2 AND A-3
In the preceding performance summary, Eagle has adopted a method of
computing rate of return and performance disclosure, referred to as the
"Fully-Funded Subset" method, pursuant to an Advisory (the "Fully Funded Subset
Advisory") published by the Commodity Futures Trading Commission. The Fully
Funded Subset refers to that subset of accounts included in the applicable
composite which if funded entirely by actual funds (as defined in the Advisory).
To qualify for use of the Fully-Funded Subset method, the Fully Funded
Subset Advisory requires that certain computations be made in order to arrive at
the Fully-Funded Subset and that the accounts for which performance is so
reported meets two tests which are designed to provide assurance that the
Fully-Funded Subset and the resultant rates of return are representative of the
trading program. Eagle has performed these tests.
(a) "Draw-Down" is defined as losses experienced by a program over a
specified period of time.
(b) "Largest Monthly Draw-Down" is the largest monthly loss experienced by
the program on a composite basis in any calendar month expressed as a percentage
of the total equity in the program and includes the month and year of such
draw-down.
(c) "Largest Peak-to-Valley Draw-Down" is the greatest cumulative
percentage decline in month end net asset value (regardless of whether it is
continuous) due to losses sustained by the trading program during a period in
which the initial composite month-end net asset value of such draw-down is not
equaled or exceeded by a subsequent months composite ending net asset value. The
months and year(s) of such decline from the initial month end net asset value to
the lowest month-end net asset value are indicated. In the case where the
trading program is in a current draw-down, or was in a current draw-down when
the trading program closed, the month of the lowest net asset value of such
draw-down is disclosed followed by an asterisk(*).
For purposes of the Largest Peak-to-Valley draw-down calculation, any
draw-down which began prior to the beginning of the five most recent calendar
year period is deemed to have occurred during such five calendar year period.
(d) "Annual (or Period) Rate of Return" is calculated by compounding the
Monthly ROR (as described below) over the months in a given year, i.e., each
Monthly ROR, in hundredths, is added to one (1) and the result is multiplied by
the subsequent Monthly ROR similarly expressed. One is then subtracted from the
product and the result is multiplied by one hundred (100). The Compound Average
Annual Rate of Return is similarly calculated except that before subtracting one
(1) from the product, the product is exponentially changed by the factor of one
(1) divided by the number of years in the performance summary and then one (1)
is subtracted. The Compound Average Annual Rate of Return appears on Tables A-1
and A-2.
Monthly rate of return ("Monthly ROR") for each month subsequent to January
1992, is calculated by dividing net performance of the Fully-Funded Subset by
the beginning equity of the Fully Funded Subset, except in periods of
significant additions or withdrawals to the accounts in the Fully-Funded Subset.
In such instances, the Fully Funded Subset is adjusted to exclude accounts with
significant additions or withdrawals which would materially distort the rate of
return pursuant to the Fully Funded Subset method.
During the months of August and September 1995, the Eagle-Global Program
did not qualify for the use of the Fully-Funded Subset Method. The rates of
return based upon the accounts' actual account sizes were (14.29%) and 17.74%
for August 1995 and September 1995, respectively.
52
<PAGE> 61
TABLE B-1
EAGLE TRADING SYSTEMS INC
PRO FORMA PERFORMANCE
EAGLE--GLOBAL SYSTEM
OCTOBER 1995 THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
- ----------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
January.................................................... 8.36 4.89 8.81 -
February................................................... (0.38) 5.56 (13.63) -
March...................................................... 3.58 (12.47) (1.48) -
April...................................................... (1.24) 1.18 5.61 -
May........................................................ 10.57 (4.50) (10.49) -
June....................................................... - 0.88 1.34 -
July....................................................... - 17.23 (13.62) -
August..................................................... - (5.75) 5.04 -
September.................................................. - 10.62 18.31 -
October.................................................... - (5.92) 28.48 0.53
November................................................... - 0.54 7.96 2.31
December................................................... - 7.50 (8.21) (2.44)
Annual (or Period) Rate of Return.......................... 22.10% 17.30% 21.23% 0.34%
- -------------------------------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (10/95-5/31/98) 23.14%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
Largest Monthly Draw-Down: 13.63% (2/96)
Largest Peak-to-Valley Draw-Down: 29.59% (2/96-7/96)
</TABLE>
- --------------------
Notes appear at page 70
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
53
<PAGE> 62
TABLE B-2
EAGLE TRADING SYSTEMS INC.
PRO FORMA PERFORMANCE
EAGLE FX SYSTEM
JANUARY 1, 1993 THROUGH MAY 31, 1998
[CAPTION]
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
<S> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January................................... (2.94) 8.98 10.97 (0.62) (11.67) (5.28)
February.................................. (0.29) 10.86 (5.11) 16.75 (8.79) 4.84
March..................................... (1.65) (1.02) 13.29 20.71 2.66 (6.15)
April..................................... (13.14) 4.06 5.86 2.19 1.18 (2.53)
May....................................... 2.53 (0.38) (4.24) (13.80) (4.67) 3.29
June...................................... - (1.09) (1.59) (1.68) 13.70 2.35
July...................................... - 14.63 (3.74) (2.12) 4.75 0.27
August.................................... - (2.56) (0.85) 1.41 (18.99) 1.58
September................................. - (1.96) 13.57 (0.95) 1.10 3.38
October................................... - (2.21) 6.27 (0.27) 12.17 (0.98)
November.................................. - (0.84) 2.93 (2.49) (14.00) 1.71
December.................................. - 0.90 2.35 (9.60) 1.00 (4.02)
Annual (or Period) Rate of Return......... (15.23)% 31.37% 44.42% 4.84% (24.18)% (2.25)%
- ---------------------------------------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (1/1/93-5/31/98) 4.20%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
Largest Monthly Draw-Down: 18.99% (8/94)
Largest Peak-to-Valley Draw-Down: 27.95% (12/93-11/94)
</TABLE>
- --------------------
Notes appear at page 70
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
54
<PAGE> 63
ECKHARDT TRADING COMPANY
BACKGROUND
Eckhardt Trading Company ("Eckhardt"), an Illinois corporation formed in
May 1992, became registered as a Commodity Trading Advisor ("CTA") and Commodity
Pool Operator ("CPO") and member of the National Futures Association ("NFA") in
June 1992. Eckhardt succeeded to the business formerly conducted by William
Eckhardt who was individually registered as a CTA and CPO and member of the NFA
from June 1991 until his registration was changed over to Eckhardt in June 1992.
William Eckhardt is the President and sole shareholder (as trustee of his
revocable trust) of Eckhardt; John D. Fornengo is Vice President. The address
and telephone number of Eckhardt's business office is 53 West Jackson Boulevard,
Suite 1240, Chicago, IL 60604 and (312) 939-4712.
Eckhardt employs C&D Commodities, Inc. to provide certain trading
administration and research support services, and certain trading records of
Eckhardt are maintained at its office located at 250 S. Wacker Drive, Suite 650,
Chicago, IL 60606.
Except for investments in the Eckhardt Futures Limited Partnership and
Eckhardt Futures Limited Partnership -- Global Financial Program, two limited
partnerships for which Eckhardt acts as co-general partner, CTA and CPO,
Eckhardt and its principals do not currently trade for their own accounts
(although they may in the future). Records of such trading (other than to the
partnerships) are not open to client inspection due to their proprietary nature.
There have been no material administrative, civil, or criminal proceedings
pending, on appeal or concluded against Eckhardt or its principals at any time.
PRINCIPALS
William Eckhardt has traded futures professionally for over 23 years. He
received a B.A. in Mathematics from DePaul University in 1969 and an M.S. in
Mathematics from the University of Chicago in 1970. In 1974, after four years of
doctoral research at the University of Chicago in Mathematical Logic, he began
trading for his own account at the Mid America Commodity Exchange. Mr. Eckhardt
traded off-floor for his personal account from 1978 through July 1991. In July
1986, he began managing accounts for a small number of friends and business
associates and in July 1991, he began managing accounts as a registered CTA.
In conjunction with his trading, over the past 20 years Mr. Eckhardt has
conducted extensive research into the nature of futures price action and risk
management. He has developed numerous technical trading systems. Along with
Richard Dennis, he co-developed certain trading systems and in 1984 and 1985,
co-taught such systems to a group of individuals that has become known as the
"Turtles".
Mr. Eckhardt was a full member of the Chicago Board of Trade from 1983 to
1988 and the Chicago Mercantile Exchange ("CME") from 1979 to 1986 and held
other memberships at various other times. He currently holds a seat at the CME
Index and Option Market. From 1983 to 1991, Mr. Eckhardt was a partner of C&D
Commodities, which was formerly active as a futures commission merchant and
chiefly involved with clearing partner capital, futures research and trading
administration. In 1991, the partnership (and FCM) was terminated and C&D
Commodities, Inc. ("C&D, Inc.") was established to continue the futures research
and trading administration activities previously conducted by the partnership.
Mr. Eckhardt was an officer of C&D, Inc. until August 1997. C&D, Inc. is also
registered as a CTA; it has no accounts under management.
John D. Fornengo, a 1980 honors graduate of Lake Forest College, Lake
Forest, Illinois, has traded futures for over 12 years. He has been
professionally involved with Mr. Eckhardt since the beginning of his trading
career in April 1986. In 1991, he became registered as a CTA and began managing
client accounts utilizing the technical indicators of Eckhardt's systems which
he modified with systematically larger position sizes.
In January 1993, Mr. Fornengo began working with Eckhardt to assist Mr.
Eckhardt in the implementation and execution of Eckhardt's trading program. In
June 1995, Mr. Fornengo became Vice President of
55
<PAGE> 64
Eckhardt. From January 1989 through June 1995, Mr. Fornengo managed a
proprietary account for Mr. Eckhardt, the cash balance of which was invested in
Eckhardt Futures Limited Partnership in July 1995.
Mr. Eckhardt is solely responsible for Eckhardt's systems development and
ongoing research. Mr. Eckhardt and Mr. Fornengo share the responsibility of
implementing and executing Eckhardt's trading programs and for any judgment or
discretion utilized for such implementation.
THE TRADING APPROACH
The objective of Eckhardt is to achieve appreciation of its clients' assets
through speculative trading of commodity interests. Eckhardt primarily engaged
in trading futures contracts on U.S. exchanges and exchanges for physical
transactions ("EFPs") in currencies (see description below) until June 1992.
Beginning July 1992, Eckhardt also began trading contracts on the LIFFE and has
since added contracts on other non-U.S. exchanges. In addition, Eckhardt may
trade options on futures, forward contracts on commodities and currencies, cash
currencies, and may engage in transactions in physical commodities, including
EFPs (in addition to EFPs in currencies). The exact nature of Eckhardt's methods
are proprietary and confidential. The following description is, by necessity,
general and is not exhaustive.
Eckhardt's trading approach is the evolutionary product of over 20 years of
intensive research on futures price action, risk management and trading system
development. Diverse systems are melded in accordance with the modern
mathematical theory of risk. The systems are technical in origin and
trend-following in thrust. They are not based on the analysis of fundamental
supply and demand factors.
Eckhardt's approach is predominantly applied in an algorithmic or
mechanical manner. Occasionally, discretion and judgment may be used; such
discretion is nonetheless informed by investigations into historical price
action and is often employed for risk management purposes.
Eckhardt believes that research is a crucial component of the trading
enterprise. Time and resources are devoted to it accordingly. The systems used
have undergone an evolutionary development, some for protracted periods. Many of
the current systems bear little resemblance to their prototypes. The systems are
subject to change if Eckhardt's methodological principles indicate that it is
warranted. Clients will not be informed with respect to such changes in
Eckhardt's approach. Additionally, as stated earlier, trading decisions may
require the exercise of judgment by Eckhardt. The decision not to trade certain
futures, not to make certain trades, or to reduce position sizes, may result at
times in missing price moves and profits of great magnitude, which other trading
advisors who are willing to trade such commodities, or trade larger positions in
such futures, may be able to capture. There is no assurance that the performance
of Eckhardt will result in profitable trading.
The markets traded have been chosen for historical performance, and for
customary liquidity. From time to time Eckhardt may trade in less liquid
markets. There can be no assurance of liquidity.
Eckhardt engages in exchanges for physical transactions ("EFPs"). An EFP is
a transaction permitted under the rules of many futures exchanges in which two
parties holding futures positions may close out their positions without making
an open, competitive trade on the exchange. Generally, the holder of a short
futures position buys the physical commodity, while the holder of a long futures
position sells the physical commodity. The prices at which such transactions are
executed are negotiated between the parties.
THE TRADING PROGRAMS
Eckhardt currently offers three trading programs: The Standard Program, the
Higher Leveraged Program and the Global Financial Program. All three programs
are based on the same trading approach described below. Eckhardt will initially
trade its Global Financial Program on behalf of the Partnership. The programs
typically are not invested in all markets at all times. Eckhardt may add or
delete markets in the future.
THE STANDARD PROGRAM & THE HIGHER LEVERAGED PROGRAM
Both programs trade the same portfolio of "Commodity Interests". The
programs differ only with respect to position sizes. The Higher Leveraged
Program trades larger position sizes, currently averaging approxi-
56
<PAGE> 65
mately 20% larger than those of the Standard program (such percentage is subject
to change and certain individual positions, from time to time, may be up to 100%
larger). Therefore, due to the increased leverage, the Higher Leveraged Program
entails a greater degree of risk than the Standard Program.
Eckhardt began managing accounts according to the Standard Program in
August 1991 and the Higher Leveraged Program in October 1991. For these
programs, Eckhardt primarily engaged in trading futures contracts on U.S.
exchanges and EFPs in currencies (see description under "The Trading Approach")
until June 1992. Beginning July 1992, Eckhardt also began trading contracts on
the LIFFE and has since expanded to other non-U.S. exchanges including the
MATIF, SIMEX, SFE, DTB, MEFF and IPE. Currently the market groups or contracts
traded by Eckhardt in the Standard and Higher Leveraged Programs include, but
are not limited to, U.S. and international interest rates, currencies and the
Dollar Index, the NIKKEI and S&P 500 stock indices, gold, silver and copper,
energy products, grains and the soybean complex, cotton, coffee and sugar.
THE GLOBAL FINANCIAL PROGRAM
The Global Financial Program began trading in November 1997 and as of May
31, 1998 has four accounts under management. The Global Financial Program is
based on the same trading approach and position sizing utilized for the Standard
Program. The difference between the two programs is in the markets traded. The
Global Financial Program trades a financial subset of the markets currently
traded for the Standard Program including, but not limited to, U.S. and
international interest rates, currencies and the Dollar Index, and the NIKKEI
and S&P 500 stock indices. Due to liquidity considerations, certain financial
futures that are traded in the Standard and Higher Leveraged Programs (currently
the Eurolira and the Euroswiss) are not included in the Global Financial
Program.
PAST PERFORMANCE OF ECKHARDT TRADING COMPANY
Table A-1 reflects the composite capsule performance results of all client
accounts traded according to the Global Financial Program for the period
November 1997 (inception of trading) through May 31, 1998.
Table A-2 reflects the composite capsule performance results of all
accounts traded according to the Standard Program for the period August 1991
(inception of trading) through May 31, 1998.
Table A-3 reflects the composite capsule performance results of all other
trading programs directed by Eckhardt for the time periods indicated on the
table.
As discussed earlier, the Global Financial Program employs the same
strategy as the Standard Program but with trading concentrated in financial
futures, stock indices and currencies contracts.
Although not required, the monthly returns for the Standard Program are
presented in Table A-2 in order to indicate the longer history of Eckhardt's
trading methods and the potential volatility associated with this approach.
However, since the two programs trade in different portfolios of markets, it can
be expected that the performance results of the Global Financial Program would
differ from and may be more or less volatile than the performance results of the
Standard Program. Past performance is not indicative of future results.
The tables present performance data on a composite basis. Material
differences exist among the accounts included in the composite tables. Such
differences may be due to several factors including, but not limited to, varying
advisory fees, brokerage commissions, miscellaneous expenses and the size of the
account. In addition, results may vary depending on such factors as the order in
which executed trades are allocated among the various accounts and/or the order
in which trades for the various accounts are entered, the date the account
started trading and the length of time the account was open. As a result of the
many variables, individual account performance may be more or less favorable
than the composite performance set forth in the tables. Eckhardt has modified
and will continue to modify its trading approach. The results shown in the
tables do not necessarily reflect the exact approach that will be used by
Eckhardt on behalf of future accounts. No representation is being made that any
account will, or is likely to, receive profits or incur losses similar to those
shown. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
57
<PAGE> 66
TABLE A-1
ECKHARDT TRADING COMPANY
GLOBAL FINANCIAL PROGRAM
NOVEMBER 1997 THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
- ------------------------------------------------------------------------------------------------
1998 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
January.................................................... 1.39 -
February................................................... 2.16 -
March...................................................... (2.54) -
April...................................................... (5.46) -
May........................................................ 2.69 -
June....................................................... - -
July....................................................... - -
August..................................................... - -
September.................................................. - -
October.................................................... - -
November................................................... - 1.19
December................................................... - (6.77)
Annual (or Period) Rate of Return.......................... (2.00)% (5.66)%
- ------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (1)
- ------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Inception of Trading by CTA: July 1986
Inception of Trading in Program: November 1997
Number of Open Accounts as of May 31, 1998: 4
Aggregate Assets (Excluding "Notional" Equity) in
all Programs: $255,161,142 (5/98)
Aggregate Assets (Including "Notional" Equity) in
all Programs: $295,890,617 (5/98)
Aggregate Assets (Excluding "Notional" Equity) in
Program: $23,102,727 (5/98)
Aggregate Assets (Including "Notional" Equity) in
Program: $29,192,727 (5/98)
Largest Monthly Draw-Down: 6.8% (12/97)
Largest Peak-to-Valley Draw-Down: 11.0% (12/97-4/98*)
</TABLE>
- --------------------
Notes follow Table A-3
(1) A Compound Average Annual Rate of Return is not included due to the short
trading history of this program.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
58
<PAGE> 67
TABLE A-2
ECKHARDT TRADING COMPANY
STANDARD TRADING PROGRAM
AUGUST 1991 (INCEPTION OF TRADING PROGRAM) THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
- ------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January............................ 4.77 12.66 8.72 (1.39) (18.30) (1.38)
February........................... 2.48 6.91 (5.40) 8.85 (0.70) 9.63
March.............................. (3.20) 6.60 2.60 14.13 10.58 (8.28)
April.............................. (5.17) 1.24 17.48 3.21 2.17 9.41
May................................ 1.89 1.89 (9.28) 20.13 5.05 3.81
June............................... - 5.39 (3.32) (1.32) 1.66 12.13
July............................... - 9.18 (4.28) (10.31) (0.10) 9.41
August............................. - (4.11) (1.20) (3.27) (8.59) 4.85
September.......................... - 6.51 17.55 (2.80) 13.36 (6.67)
October............................ - (0.41) 16.24 (5.58) (10.50) 1.74
November........................... - (3.54) 11.43 9.24 8.74 4.90
December........................... - (2.35) (5.51) 13.01 (10.45) 9.45
Annual (or Period) Rate of
Return........................... 0.42% 45.99% 47.95% 47.33% (11.68)% 57.93%
- ----------------------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (1/93-5/31/98) 31.77%
- ------------------------------------
</TABLE>
[CAPTION]
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION-ANNUAL RATES OF RETURN FOR PRIOR YEARS
<S> <C> <C> <C> <C> <C> <C> <C>
----------------------
1992 1991
----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
(7.28)% 38.21%
5 Months
----------------------
Compound Average Annual Rate of Return (8/91-5/31/98) 29.05%
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Inception of Trading by CTA: July 1986
Inception of Trading in Program: August 1991
Number of Open Accounts as of May 31, 1998: 10
Aggregate Assets (Excluding "Notional" Equity) in
all Programs: $255,161,142 (5/98)
Aggregate Assets (Including "Notional" Equity) in
all Programs: $295,890,617 (5/98)
Aggregate Assets (Excluding "Notional" Equity) in
Program: $221,171,681 (5/98)
Aggregate Assets (Including "Notional" Equity) in
Program: $237,951,681 (5/98)
Largest Monthly Draw-Down:
Past Five-Year and Year-to-Date Period 24.7% (1/94)
Inception of Trading Program to Date 24.7% (1/94)
Largest Peak-to-Valley Draw-Down:
Past Five-Year and Year-to-Date Period 25.5% (1/94-2/94)
Inception of Trading Program to Date 27.9% (1/92-5/92)
</TABLE>
- --------------------
Notes follow Table A-3
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
59
<PAGE> 68
TABLE A-3
OTHER TRADING PROGRAMS DIRECTED BY ECKHARDT TRADING COMPANY
FOR THE PERIOD JANUARY 1993 THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
AGGREGATE ASSETS
INCEPTION IN PROGRAM AGGREGATE ASSETS
OF NUMBER MAY 1998 IN PROGRAM LARGEST
TRADING OF OPEN (EXCLUDING MAY 1998 MONTHLY
NAME OF PROGRAM PROGRAM ACCOUNTS NOTIONAL) (INCLUDING NOTIONAL) DRAW-DOWN
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Higher Leverage Program.............. Oct-91 9 $10,886,734 $28,746,209 30.0% (1/94)
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
LARGEST PERCENTAGE RATE OF RETURN
PEAK-TO-VALLEY (COMPUTED ON A COMPOUNDED MONTHLY BASIS)
NAME OF PROGRAM DRAW-DOWN 1998 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Higher Leverage Program.............. 38.0% (6/95-10/95) 0.77 61.48 67.60 63.44 (17.93) 101.48
(5 Months)
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
NAME OF PROGRAM
<S> <C>
- --------------------------------------------------------------------------------------------------------------------
Higher Leverage Program..............
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
Notes follow Table
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
60
<PAGE> 69
ECKHARDT TRADING COMPANY
NOTES TO TABLES A-1, A-2 AND A-3
In the preceding performance summary, Eckhardt has adopted a method of
computing rate of return and performance disclosure, referred to as the
"Fully-Funded Subset" method, pursuant to an Advisory (the "Fully Funded Subset
Advisory") published by the Commodity Futures Trading Commission. The Fully
Funded Subset refers to that subset of accounts included in the applicable
composite which is funded entirely by actual funds (as defined in the Advisory).
To qualify for use of the Fully-Funded Subset method, the Fully-Funded
Subset Advisory requires that certain computations be made in order to arrive at
the Fully-Funded Subset and that the accounts for which performance is so
reported meets two tests which are designed to provide assurance that the
Fully-Funded Subset and the resultant rates of return are representative of the
trading program. If during the first 12 months of a program's performance
history the only accounts under management are those that include notional
equity, such accounts may be used to calculate the composite monthly returns
until a Fully-Funded account is brought under management. Eckhardt has performed
these tests for periods subsequent to July 1996 (Standard Program), August 1996
(Higher Leveraged Program) and February 1998 (Global Financial Program).
However, for periods prior to the aforementioned dates, the Fully-Funded Subset
method was not used for the Standard and Higher Leveraged Programs since
accounts included generally in those programs did not contain notional equity.
Accordingly, rates of return for those periods have been calculated in
accordance with the time-weighting method as described in note (d).
For the Global Financial Program, which commenced trading in November 1997,
rates of return were calculated based upon the accounts' nominal account sizes
since there were no fully funded accounts traded in this program before March
1998. Nominal account size is the dollar amount that an advisor and its customer
have agreed will represent the trading level of the account regardless of the
amount of actual funds in the account.
(a) "Draw-Down" is defined as losses experienced by a program over a
specified period of time.
(b) "Largest Monthly Draw-Down" is the largest monthly loss experienced by
any account in the program in any calendar month expressed as a percentage of
the beginning equity or beginning net asset value in the account and includes
the month and year of such draw-down.
(c) "Largest Peak-to-Valley Draw-Down" is the greatest cumulative
percentage decline in month-end net asset value of any individual account
(regardless of whether it is continuous) due to losses sustained by any account
in the trading program during a period in which the initial month-end net asset
value of such account has not been equaled or exceeded by a subsequent month-end
net asset value. The months and year(s) of such decline from the initial
month-end net asset value to the lowest month-end net asset value are indicated.
In the case where the trading program is in a current draw-down, or was in a
current draw-down when the trading program closed, the month of the lowest net
asset value of such draw-down is disclosed followed by an asterisk (*).
For purposes of the Largest Peak-to-Valley draw-down calculation, any
draw-down which began prior to the beginning of the five most recent calendar
year period is deemed to have occurred during such five calendar year period.
(d) "Annual (or Period) Rate of Return" is calculated by compounding the
Monthly ROR (as described below) over the months in a given year, i.e., each
Monthly ROR, in hundredths, is added to one (1) and the result is multiplied by
the subsequent Monthly ROR similarly expressed. One is then subtracted from the
product and the result is multiplied by one hundred (100). The Compound Average
Annual Rate of Return is similarly calculated except that before subtracting one
(1) from the product, the product is exponentially changed by the factor of one
(1) divided by the number of years in the performance summary and then one (1)
is subtracted. The Compound Average Annual Rate of Return appears on Table A-2.
Table A-1 does not include a Compound Average Annual Rate of Return due to the
short trading history of the Global Financial Program.
61
<PAGE> 70
Monthly rate of return ("Monthly ROR") for each month is calculated by
dividing net performance of the Fully-Funded Subset by the beginning equity of
the Fully-Funded Subset, except in periods of significant additions or
withdrawals to the accounts (including the opening or closing of an account) in
the Fully-Funded Subset. In such instances, the Fully-Funded Subset is adjusted
to exclude accounts with significant additions or withdrawals which would
materially distort the rate of return pursuant to the Fully-Funded Subset
method.
Monthly ROR for each period prior to July 1996 (Standard Program), August
1996 (Higher Leveraged Program) and March 1998 (Global Financial Program) is
calculated by dividing net performance by beginning equity plus time-weighted
additions minus time-weighted withdrawals, i.e., additions and withdrawals are
multiplied by a fraction, the numerator of which is the number of days in the
month during which such sums were included in or excluded from the amount
available for trading, and the denominator of which is the number of calendar
days in such month. For certain months, another more representative CFTC method
of calculating rate of return was used.
62
<PAGE> 71
TABLE B-1
ECKHARDT TRADING COMPANY
PRO FORMA PERFORMANCE
GLOBAL FINANCIAL PROGRAM
NOVEMBER 1997 THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
- ------------------------------------------------------------------------------------------------
1998 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
January.................................................... 0.18 -
February................................................... 1.61 -
March...................................................... (3.27) -
April...................................................... (5.87) -
May........................................................ 2.19 -
June....................................................... - -
July....................................................... - -
August..................................................... - -
September.................................................. - -
October.................................................... - -
November................................................... - 1.00
December................................................... - (7.67)
Annual (or Period) Rate of Return.......................... (5.29)% (6.75)%
- ------------------------------------------------------------------------------------------------
Compound Average Annual Rate of Return (1)
- ------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Largest Monthly Draw-Down: 7.67% (12/97)
Largest Peak-to-Valley Draw-Down: 14.42% (12/97-4/98*)
</TABLE>
- --------------------
Notes appear at page 70
(1) A Compound Average Annual Rate of Return is not included due to the short
trading history of this program.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
63
<PAGE> 72
RABAR MARKET RESEARCH, INC.
BACKGROUND
Rabar Market Research, Inc. ("Rabar") is an Illinois corporation and is a
registered commodity trading advisor. It is a member of the National Futures
Association. Paul Rabar is the president and sole principal of Rabar. The
business address and telephone number of Rabar are 10 Bank Street, Suite 830,
White Plains, NY 10606-1933 and (914) 682-8363.
Rabar Market Research, Inc. was originally named Rainbow Market Research,
Inc. when it was incorporated in November 1986. Its name was changed to Rabar
Market Research, Inc. in January 1989. It was registered as a commodity trading
advisor and a commodity pool operator in June 1988, and it has managed accounts
continuously since July 1988. The past performance disclosure of Rabar and its
principal is set forth beginning on the following page.
Rabar is the commodity pool operator of and serves as the trading advisor
to Rabar Futures Fund, L.P., a private commodity pool. Paul Rabar is the sole
shareholder of Rabar International Management, Ltd., a Cayman Islands
corporation, which operates Rabar International Futures Fund, L.P., a commodity
pool organized in the Cayman Islands (that is not open to U.S. investors). Rabar
Market Research, Inc. is the trading advisor of Rabar International Futures
Fund, L.P.
There have never been any administrative, civil, or criminal proceedings
against Rabar Market Research, Inc. or Mr. Rabar.
Rabar does not currently trade an account for itself, but may do so in the
future. Records of such trading will not be open to client inspection.
It should also be noted that Rabar currently invests, and may in the future
invest, in commodity pools which are advised by Rabar.
PRINCIPALS
Paul Rabar, the president and sole principal of the Rabar, first traded
commodity futures in 1980. He worked as an account executive at E.F. Hutton from
1981 to 1983 and then at Clayton Brokerage until 1984. In 1985 and 1986 he
traded commodity futures for Richard J. Dennis, Jr., a speculative trader of
futures and options. In 1987 and 1988 until May, Mr. Rabar independently managed
an account for another speculative trader of futures and options. He traded his
own account from May 1988 until January 1989, when he invested in a futures fund
to which Rabar Market Research, Inc. is one of the advisors. Mr. Rabar is a
graduate of the New England Conservatory of Music. He did additional
work -- primarily in science and mathematics -- at Harvard University, and in
1979 and 1980 was an assistant instructor of physics there.
Mr. Rabar currently trades a personal account. Such trading occurs only in
markets which are considered too illiquid to trade on behalf of clients,
although Mr. Rabar may trade in other markets in the future. Records of Mr.
Rabar's personal trading will not be open to client inspection.
It should also be noted that Mr. Rabar currently invests, and may in the
future invest, in commodity pools which are advised by Rabar.
THE TRADING PROGRAM
Markets Traded
Rabar's objective is to achieve appreciation of its clients' assets through
speculative trading of "commodity interests," including but not limited to
domestic and foreign future contracts and options on future contracts, forward
and spot contracts, and cash commodities. Currently, Rabar primarily trades
future contracts for its clients. The specific commodity interests to be traded
will be selected from time to time by Rabar on the bases discussed below.
Examples of future contracts now traded by Rabar include, but are not
necessarily limited to, gold, silver, U.S. Treasury bonds, certain foreign
currencies, grains and soybean products, oils and sugar. Rabar may also engage
in transactions in physical commodities, including exchange
64
<PAGE> 73
for physical transactions. Finally, Rabar may engage in the trading of forward
or spot contracts in foreign currencies for certain selected accounts.
Description of the Trading Program
Rabar's trading strategies have been internally researched and developed.
They are technical rather than fundamental in nature, i.e., they are developed
from the research and analysis of patterns of monthly, weekly, and daily price
movements, and of such indicators as volume and open interest. Rabar does,
however, consider the effects of some key fundamental factors in certain
situations, especially for the purpose of controlling risk.
Rabar's risk management techniques include diversification, i.e.,
commitment of equity to many markets and to a number of trading strategies.
Also, the trading program at all times adheres to the requirements of a money
management system which determines and limits the equity committed to each
trade, each market, each complex, and each account. Furthermore, the risk
assumed and, consequently, the potential for profit experienced by a particular
account at different times, and by different accounts at the same time, vary
significantly according to market conditions, the size of a given account, the
percentage gained or lost in that account, and the perceived risk aversion of
that account's owner. For these and other reasons described below, no investor
should expect necessarily the same performance as that of any other account
traded previously, simultaneously, or subsequently by Rabar or its principal, or
of the composite presented herein.
The trading program also emphasizes current and ongoing research and
analysis of market behavior in order to continue to develop strategies for
profiting from the changing character of that behavior. Rabar believes that the
development of a commodity trading strategy is a continual process. As a result
of further analysis and research into the performance of Rabar's methods,
changes have been made from time to time in the specific manner in which these
trading methods evaluate price movements in various commodities, and it is
likely that similar revisions will be made in the future. As a result of such
modifications, the trading methods that may be used by Rabar in the future might
differ from those presently being used.
The exact nature of Rabar's methods are proprietary and confidential. The
foregoing description is by necessity general and is not intended to be
exhaustive. As stated, trading decisions require the exercise of judgment by
Rabar. The decision not to trade certain commodity interests or not to make
certain trades may result at times in missing price moves and hence profits of
great magnitude, which other trading managers who are willing to trade these
commodity interests may be able to capture. There is no assurance that the
performance of Rabar will result in profitable trading.
PAST PERFORMANCE OF RABAR MARKET RESEARCH, INC.
Table A-1 reflects the composite capsule performance results of all
accounts traded according to the Diversified Program for the period January 1989
(inception of client trading) through May 31, 1998.
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<PAGE> 74
TABLE A-1
RABAR MARKET RESEARCH, INC.
DIVERSIFIED PROGRAM
JANUARY 1989 (INCEPTION OF CLIENT TRADING) THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
- ----------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January......................................... 2.23 5.48 (0.07) (9.67) (10.78) (0.12)
February........................................ 1.51 5.13 (9.55) 14.28 (6.21) 14.17
March........................................... (0.01) (0.66) (1.51) 15.61 19.66 0.22
April........................................... (6.49) (6.38) 3.27 6.04 2.43 10.89
May............................................. 4.29 (2.07) (3.50) 9.04 11.72 3.45
June............................................ - (0.08) 1.56 (2.55) 18.36 (1.28)
July............................................ - 14.83 (2.11) (9.37) (4.65) 14.75
August.......................................... - (7.78) (1.33) (8.57) (4.55) (3.89)
September....................................... - 3.01 3.78 (9.24) 3.33 (4.10)
October......................................... - (3.34) 10.90 (4.47) (4.42) (6.03)
November........................................ - 0.51 5.95 2.53 11.13 5.63
December........................................ - 4.28 (5.30) 14.35 (1.36) 10.07
Annual (or Period) Rate of Return............... 1.19% 11.53% 0.49% 13.27% 33.63% 49.55%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Compound Average Annual Rate of
Return (1/93-5/31/98) 19.01%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION -- ANNUAL RATES OF RETURN FOR PRIOR YEARS
-----------------------------------------------------------------------------------------------------------
1992 1991 1990 1989
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(4.43)% (5.72)% 122.50% 10.01%
----------------------------------------------------------------------------------------------------
</TABLE>
Compound Average Annual Rate of
Return (1/89-5/31/98) 20.22%
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Inception of Client Trading by CTA: January 1989
Inception of Client Trading in Program: January 1989
Number of Open Accounts as of May 31, 1998: 21
Aggregate Assets (Excluding "Notional" Equity) in
all Programs: $143,487,087 (5/98)
Aggregate Assets (Including "Notional" Equity) in
all Programs: $166,776,030 (5/98)
Aggregate Assets (Excluding "Notional" Equity) in
Program: $143,487,087 (5/98)
Aggregate Assets (Including "Notional" Equity) in
Program: $166,776,030 (5/98)
Largest Monthly Draw-Down:
Past Five-Year and Year-to-Date Period 10.78% (1/94)
Inception of Trading Program to Date 13.81% (8/89)
Largest Peak-to-Valley Draw-Down:
Past Five-Year and Year-to-Date Period 29.99% (6/95-10/95)
Inception of Trading Program to Date 29.99% (6/95-10/95)
</TABLE>
- --------------------
Notes follow Table
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
66
<PAGE> 75
RABAR MARKET RESEARCH, INC.
NOTES TO TABLE A-1
In the preceding performance summary, Rabar has adopted a method of
computing rate of return and performance disclosure, referred to as the
"Fully-Funded Subset" method, pursuant to an Advisory (the "Fully Funded Subset
Advisory") published by the Commodity Futures Trading Commission. The Fully-
Funded Subset refers to that subset of accounts included in the applicable
composite which is funded entirely by actual funds (as defined in the Advisory).
To qualify for use of the Fully-Funded Subset method, the Fully Funded
Subset Advisory requires that certain computations be made in order to arrive at
the Fully-Funded Subset and that the accounts for which performance is so
reported meets two tests which are designed to provide assurance that the
Fully-Funded Subset and the resultant rates of return are representative of the
trading program. Rabar has performed these computations for periods subsequent
to December 31, 1993. However, for periods prior to January 1, 1994, due to cost
considerations, the Fully-Funded Subset Method has not been used. Instead, the
rates of return are reported using the compounded rate of return method as
described in note (d). Rabar believes that this method yields substantially the
same rates of return as would the Fully-Funded Subset Method and that the rates
of return presented in the performance records are representative of the trading
program for the periods presented.
(a) "Draw-Down" is defined as losses experienced by a program over a
specified period of time.
(b) "Largest Monthly Draw-Down" is the largest monthly loss experienced by
the program on a composite basis in any calendar month expressed as a percentage
of the total equity in the program and includes the month and year of such
draw-down.
(c) "Largest Peak-to-Valley Draw-Down" is the greatest cumulative
percentage decline in month-end net asset value (regardless of whether it is
continuous) due to losses sustained by the trading program during a period in
which the initial composite month-end net asset value of such draw-down is not
equaled or exceeded by a subsequent months composite ending net asset value. The
months and year(s) of such decline from the initial month-end net asset value to
the lowest month-end net asset value are indicated. In the case where the
trading program is in a current draw-down, or was in a current draw-down when
the trading program closed, the month of the lowest net asset value of such
draw-down is disclosed followed by an asterisk(*).
For purposes of the Largest Peak-to-Valley draw-down calculation, any
draw-down which began prior to the beginning of the five most recent calendar
year period is deemed to have occurred during such five calendar year period.
(d) "Annual (or Period) Rate of Return" is calculated by compounding the
Monthly ROR (as described below) over the months in a given year, i.e., each
Monthly ROR, in hundredths, is added to one (1) and the result is multiplied by
the subsequent Monthly ROR similarly expressed. One is then subtracted from the
product and the result is multiplied by one hundred (100). The Compound Average
Annual Rate of Return is similarly calculated except that before subtracting one
(1) from the product, the product is exponentially changed by the factor of one
(1) divided by the number of years in the performance summary and then one (1)
is subtracted. The Compound Average Annual Rate of Return appears on Table A-1.
Monthly rate of return ("Monthly ROR") for each month subsequent to
December 31, 1993 is calculated by dividing net performance of the Fully-Funded
Subset by the beginning equity of the Fully-Funded Subset, except in periods of
significant additions or withdrawals to the accounts in the Fully-Funded Subset.
In such instances, the Fully-Funded Subset is adjusted to exclude accounts with
significant additions or withdrawals which would materially distort the rate of
return pursuant to the Fully Funded Subset method.
Monthly ROR for the period prior to January 1, 1994 is calculated using the
compounded rate of return method. The compounded rate of return method is
computed by dividing net performance for an "accounting period" by beginning
equity for the same "accounting period". An "accounting period" represents a
full month if there has not been any additions or withdrawals within the month
or a portion of a month for each day an
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<PAGE> 76
addition or withdrawal has occurred within the month. Monthly ROR is then
calculated by applying successively (i.e. compounding) the rate of return for
each accounting period with a month.
ADDITIONAL FOOTNOTES FOR SUPPLEMENTAL PERFORMANCE INFORMATION
From January 1, 1985 through May 20, 1988, Mr. Rabar managed accounts for
two investors who were themselves professionally involved in futures trading and
were affiliated with the futures commission merchant which carried the commodity
trading accounts. In addition, from May 20, 1988 until January 1, 1989, Mr.
Rabar traded his personal account. These accounts were deemed "proprietary" by
the CFTC and have not been included in the Supplemental Performance Information.
68
<PAGE> 77
TABLE B-1
RABAR MARKET RESEARCH, INC.
PRO FORMA PERFORMANCE
DIVERSIFIED TRADING PROGRAM
JANUARY 1, 1993 THROUGH MAY 31, 1998
<TABLE>
<CAPTION>
Percentage Monthly Rate of Return
- ---------------------------------------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
January........................................ 1.89 5.18 (0.19) (10.10) (10.46) (0.26)
February....................................... 1.28 4.31 (9.68) 14.44 (5.81) 11.91
March.......................................... 0.04 (0.60) (1.64) 15.81 19.79 0.14
April.......................................... (6.03) (5.92) 3.25 6.18 2.51 10.66
May............................................ 4.09 (2.29) (3.61) 9.08 11.49 3.43
June........................................... - (0.13) 1.39 (2.47) 18.11 (1.16)
July........................................... - 13.45 (2.25) (7.61) (3.88) 14.85
August......................................... - (7.18) (1.40) (6.86) (3.59) (3.72)
September...................................... - 2.82 3.58 (7.35) 2.91 (3.91)
October........................................ - (3.25) 10.75 (4.75) (3.31) (4.79)
November....................................... - 0.37 5.65 2.58 9.01 4.83
December....................................... - 4.03 (5.03) 12.20 (0.98) 9.76
Annual (or Period) Rate of Return.............. 0.98% 9.51% (0.74)% 17.64% 35.74% 47.19%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Compound Average Annual Rate of
Return (1/1/93-5/31/98) 19.12%
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Largest Monthly Draw-Down: 10.46% (1/94)
Largest Peak-to-Valley Draw-Down: 26.49% (6/95-8/96*)
</TABLE>
- --------------------
Notes appear at page 70
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS
69
<PAGE> 78
NOTES TO TABLES B-1 AND B-2 FOR ALL ADVISORS
Table B-1 and, where applicable, Table B-2 (collectively "Tables B") were
prepared by the General Partner and present the results of applying certain
arithmetical calculations to various figures in each Advisor's composite
performance record for the program or portfolio which will be traded for the
Partnership in order to indicate approximately what the month-to-month effect on
such figures would have been had the accounts in question been charged the
brokerage, management, incentive fees and other expenses which will be paid by
the Partnership, as opposed to the brokerage commissions and management,
incentive fees and other expenses which they did in fact pay, and received
interest income on 80% of account equity. Adjustments for pro forma other
expenses and continuous offering expenses were made to each of the Tables B
based upon an assumed average partnership size of $30 million. The pro forma
calculations are made on a month-to-month basis, i.e., the pro forma adjustment
to trading profits (losses), brokerage commissions, management and incentive
fees and interest income in one month does not affect the actual figures which
are used in the following month for making the similar pro forma calculations
for that period, except for pro forma incentive fees as described in Note 4.
Accordingly, the pro forma tables do not reflect on a cumulative basis the
effect of the difference between the fees to be charged to and interest earned
by the Partnership and the fees and commissions charged to and interest earned
by the Partnership and the fees and commissions charged to and interest earned
by the accounts in the actual performance tables.
1. Pro forma brokerage fees for each month have been calculated by adding the
sum of (a) actual ending equity, actual management and incentive fees,
actual brokerage commissions, actual other expenses and pro forma interest
income minus actual interest income (the "Base Amount"), and (b)
multiplying the result by 9/20 of 1% (an annual rate of 5.4%), plus
estimated NFA, exchange, "give-up" and floor brokerage fees.
2. Pro forma management fees for each month have been calculated by taking the
Base Amount, subtracting pro forma brokerage fees and pro forma other
expenses and multiplying the result by 1/6 of 1% for all Advisors, except
for Eagle, whose management fee has been further reduced by its pro rata
share of customary and routine administrative expenses.
3. Pro forma other expenses have been calculated by taking the Base Amount,
subtracting pro forma brokerage fees and pro forma management fees and
multiplying the result by 1/12 of .50%. In addition, an adjustment was made
for the expenses of the Initial Offering Period in accordance with the
terms set forth in this Prospectus.
4. Pro forma incentive fees have been calculated by: (a) adding to the actual
net performance, actual management and incentive fees, actual brokerage
commissions and actual other expenses, (b) subtracting actual interest
income, pro forma brokerage fees, pro forma management fees and pro forma
other expenses, and (c) multiplying the resulting figure by 20% for all
Advisors except Eagle, which has been calculated using 23%. Pro forma
incentive fees were calculated on a monthly basis (in accordance with
generally accepted accounting principles) and as to reflect the reversal of
previously accrued incentive fees when profits sufficient to generate
incentive fees are recognized as of the end of an interim month in a year
but lost in a subsequent month in such year. In the case where there is
cumulative negative net performance, which must be reversed before an
incentive fee becomes payable, and there are net withdrawals, the
cumulative negative net performance amount has been proportionately
reduced. For purposes of calculating the pro forma incentive fees, an
assumption was made that the payments of such fees, if any, were made at
the end of each calendar year end.
5. Pro forma interest income has been calculated by: (a) adding actual
beginning equity to the sum of: actual ending equity, actual management and
incentive fees, actual brokerage commissions and actual other expenses, (b)
subtracting actual interest income, (c) dividing this sum by two, (d)
multiplying by 80% and (e) then multiplying the result by the monthly
historical 30-day Treasury bill rate. For purposes of the calculation of
pro forma interest income, Partnership interest was estimated using
historical 30-day Treasury bill rates of the time period presented on
Tables B. Such rates may be higher than current 30-day Treasury bill rates
that will be used to calculate Partnership interest income. The application
of
70
<PAGE> 79
historical rates may compare more closely to the interest income reflected
in the Advisors' performance tables which was most likely earned at the
then prevailing interest rates of a particular time period.
6. Pro forma monthly rate of return ("Pro Forma Monthly ROR") equals pro forma
net performance divided by the actual beginning equity (from the historical
performance tables) or equity adjusted for material additions and
withdrawals, where applicable.
7. Pro forma annual rate of return equals the Pro Forma Monthly ROR compounded
over the number of periods in a given year, i.e. each Pro Forma Monthly ROR
in hundredths is added to one (1) and the result is multiplied by the
previous period's Pro Forma Monthly ROR similarly expressed. One is then
subtracted from the product. The Compound Average Annual Rate of Return for
the entire period presented is similarly calculated except that before
subtracting one (1) from the product, the product is exponentially changed
by the factor of one (1) divided by the number of years in the period
presented and then one (1) is subtracted. The compound average annual rate
of return for the entire period appears as the last entry in the column for
programs selected to trade on behalf of the Partnership.
8. "Largest Monthly Draw-Down" is the largest pro forma monthly loss
experienced by the program on a composite basis in any calendar month
expressed as a percentage of the total equity in the program and includes
the month and year of such draw-down.
9. "Largest Peak-to-Valley Draw-Down" is the greatest cumulative pro forma
percentage decline in month end net asset value (regardless of whether it
is continuous) due to losses sustained by the trading program during a
period in which the initial composite month-end net asset value of such
peak-to-valley draw-down is not equaled or exceeded by a subsequent month's
composite ending net asset value. The months and year(s) of such decline
from the initial month-end net asset value to the lowest month-end net
asset value of such decline are indicated.
MANAGEMENT AGREEMENTS
The Management Agreement that the General Partner and the Partnership has
entered into with each Advisor provides that the Advisor has sole discretion in
determining the investment of the assets of the Partnership allocated by the
General Partner to that Advisor subject to the Partnership's trading policies.
Each agreement continues in effect until each June 30 and is renewable by the
General Partner for additional one-year periods upon notice to the Advisor not
less than 30 days prior to the expiration of the previous period. The agreement
can be terminated by the General Partner on 30 days' written notice to the
Advisor if (i) the Net Asset Value per Unit declines as of the close of business
on any day to $400 or less, (ii) the Net Assets allocated to an Advisor
(adjusted for redemptions, reallocations and withdrawals, if any) decline by 50%
or more as of the end of a trading day from such Net Assets' previous highest
value, (iii) limited partners owning at least 50% of the outstanding Units vote
to require the General Partner to terminate the agreement, (iv) the Advisor
fails to comply with the terms of the agreement, (v) the General Partner, acting
in good faith, upon due consideration by its Board of Directors reasonably
determines that the performance of the Advisor has been such that the General
Partner's fiduciary duties to the Partnership require termination of the
agreement, or (vi) the General Partner reasonably believes that the application
of speculative position limits resulting from the aggregation of the
Partnership's positions with those of the accounts managed by the Advisor and
its principals (if any) will substantially adversely affect the results of the
Partnership's commodity trading. The agreement also provides that the Advisor
may terminate the agreement upon 30 days' notice to the General Partner in the
event that (i) the Trading Policies are changed in a manner which the Advisor
reasonably believes will adversely affect the performance of its trading
strategies, (ii) at any time after June 30, 1999 or (iii) the General Partner or
Partnership fails to comply with the terms of the agreement. The Advisor may
immediately terminate the Agreement if the General Partner's registration as a
commodity pool operator or its membership in the NFA is terminated or suspended.
The General Partner may immediately terminate the agreement of an Advisor if its
controlling principal (or principals) dies, becomes incapacitated, or is
otherwise not managing the trading programs of the Advisor, or if the respective
Advisor merges, consolidates with another entity, sells a substantial portion of
its assets or becomes insolvent or bankrupt, or if its registration with the
CFTC or membership in NFA is suspended or terminated.
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<PAGE> 80
The compensation payable by the Partnership to the Advisors under each
Management Agreement is described under "Fees and Expenses to the Partnership."
Under each Management Agreement the Advisor and its principals are free to
render advisory services with respect to other clients and accounts and may use
the same or different trading strategies which are utilized in managing the
Partnership's investments. However, the Advisor represents and agrees that any
such other services will not affect its capacity to continue to render services
to the Partnership of the quality and nature contemplated by the Management
Agreement. Further, if trading recommendations must be revised as a result of
the application of speculative position limits, the Advisor is required to
modify such orders in a manner which will not substantially disproportionately
affect the Partnership as compared with the Advisor's other accounts trading
that program. In addition, the Advisor represents and agrees that it will not
knowingly or deliberately use trading strategies for the Partnership which are
inferior to those used for any other client or account nor favor any other
account over the Partnership in any way, although certain Advisors may offer
different trading programs and the Advisor's trading will not necessarily
experience the same results as other accounts managed by the Advisor due to
differences in such variables including the portfolio selected (which may differ
from the trading programs selected and allocations utilized by other accounts);
the proportion of funds utilized as margin in the markets; brokerage commissions
and management and incentive fees (which may be higher or lower than other
accounts under the Advisor's management); and changes in the Advisor's trading
methodology, including the size and degree of diversification in terms of the
number of and differences in commodities traded at a particular time.
The Agreement provides that with respect to any action in which the Advisor
is a party arising out of or in connection with the Management Agreement or the
management of the Partnership's assets, the Partnership and the General Partner
shall indemnify and hold harmless the Advisor, subject to receipt of an
independent legal opinion regarding the applicable standard of conduct, against
any loss, liability, damage, cost, expense (including attorneys' and
accountants' fees), judgments and amounts paid in settlement, incurred by such
person in connection with such action if the Advisor acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the Partnership, and if such actions did not involve negligence, intentional
misconduct, or a breach of fiduciary obligations to the Partnership as a
commodity trading advisor in accordance with applicable law. To the extent that
the Advisor has been successful in defense of any action, no independent legal
opinion is needed.
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<PAGE> 81
FIDUCIARY RESPONSIBILITY
Duties of the General Partner. Except as described below, the General
Partner, to the exclusion of all limited partners, conducts and manages the
business of the Partnership including, without limitation, the investment of the
funds of the Partnership. The General Partner may delegate its responsibility
for the investment of the Partnership's assets to one or more qualified trading
advisors. The General Partner monitors the trading and performance of the
Partnership and does not "churn" or permit the "churning" of the Partnership's
account. The General Partner is further authorized to enter into the Customer
Agreement with SB described herein under "The Commodity
Broker/Dealer -- Customer Agreement" and to cause the Partnership to pay SB a
brokerage fee that equals up to 9/20 of 1% of month-end Net Assets allocated to
the Advisors (5.4% per year) per month. The General Partner may take such other
actions as it deems necessary or desirable to manage the business of the
Partnership including, but not limited to, the following: opening bank accounts
with state or national banks; paying, or authorizing the payment of,
distributions to the partners and expenses of the Partnership, such as incentive
fees, brokerage fees, legal and accounting fees, printing and reporting fees,
and registration and other fees of governmental agencies; and investing or
directing the investment of funds of the Partnership not being utilized as
margin deposits. The General Partner shall seek the best prices and services
available in its commodity futures brokerage transactions. The General Partner
reviews, not less often than annually, the brokerage rates charged to public
commodity pools which are comparable to the Partnership to determine, to the
extent practicable, that the brokerage fee paid by the Partnership is
competitive with such other rates. See "The Limited Partnership
Agreement -- Management of Partnership Affairs" and "Risk Factors -- Dissolution
of the Partnership; Cessation of Trading".
The General Partner has sole discretion in determining what distributions
(other than on redemptions of Units), if any, the Partnership will make to its
partners. See "The Limited Partnership Agreement -- Sharing of Profits and
Losses". The General Partner takes such actions as it deems necessary or
appropriate at any time to admit new or substituted limited partners to the
Partnership. See "The Limited Partnership Agreement -- Additional Partners" and
"The Limited Partnership Agreement -- Restrictions on Transfer or Assignment".
General Partner as a Fiduciary. Under New York law, the General Partner
has a responsibility to the limited partners to exercise good faith and fairness
in all dealings affecting the Partnership. The General Partner has fiduciary
responsibility for the safekeeping and use of all funds and assets of the
Partnership. The General Partner shall not permit the limited partners to
contract away the fiduciary obligation owed to the limited partners by the
General Partner under common law. The law of fiduciary duties is a developing
and changing area of the law and limited partners who have questions concerning
the responsibilities of the General Partner should consult their counsel. In the
event that a limited partner believes the General Partner has violated its
fiduciary responsibility to the limited partners, he may seek legal relief for
himself or on behalf of the Partnership, if the General Partner has refused to
bring the action, or if an effort to cause the General Partner to bring the
action is not likely to succeed, or may have a right to bring a class action on
behalf of all of the limited partners, under applicable laws, including
partnership, commodities or securities laws, to recover damages from or require
an accounting by the General Partner. Limited partners may also be afforded
certain rights for reparations under the CEA for violations of the CEA by the
General Partner. There can be no assurance, however, that adequate remedies will
be available to the limited partners in the event that the General Partner fails
to perform its fiduciary obligations to the Partnership. In addition, a limited
partner may institute legal proceedings against the General Partner if it or a
duly selected trading advisor engages in excessive trading. Limited partners
should be aware that it would be difficult to establish that commodity trading
has been excessive due to the broad trading authority given to the General
Partner under the Limited Partnership Agreement and the Advisors under the
Management Agreements, the scarcity of judicial decisions providing standards
defining excessive trading, and the exculpatory provisions in the Limited
Partnership Agreement.
The Limited Partnership Agreement provides that the Partnership shall
indemnify and hold harmless the General Partner or its affiliates, subject to
receipt of an independent legal opinion regarding the applicable standard of
conduct, against any loss, liability, expense (including attorneys' and
accountants' fees), judgments and amounts paid in settlement, if the General
Partner (or its affiliate) determined in good faith
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that the course of conduct which caused the loss or liability was in the best
interests of the Partnership, the General Partner (or its affiliate) was acting
on behalf of or performing services for the Partnership and if such loss or
liability was not the result of negligence or misconduct. The General Partner
would be able to defend itself on that basis if it were involved in a lawsuit,
as established in New York law. No indemnification of the General Partner or its
affiliates is permitted for losses resulting from a violation of the Securities
Act of 1933 or of any state securities law. In addition, indemnification of the
General Partner and its affiliates in connection with any action against the
General Partner may only be made if consistent with applicable provisions of the
New York Revised Limited Partnership Act. The provisions of the Limited
Partnership Agreement are consistent with New York standards of fiduciary duty.
The Limited Partnership Agreement provides further that the General Partner
shall not be personally liable for the return or repayment of all or any portion
of the capital or profits of any partner (or assignee), it being expressly
agreed therein that any such return of capital or profits made pursuant to the
Limited Partnership Agreement shall be made from the assets (which shall not
include any right of contribution from the General Partner) of the Partnership.
The effect of the above provisions may be that an investor in the Units
would have a more limited right of action than would be the case had such
provisions not existed. The CFTC has issued a statement of policy relating to
indemnification of officers and directors of a futures commission merchant and
its controlling persons under which it has taken the position that whether such
indemnification is consistent with the policies expressed in the CEA will be
determined by the CFTC on a case-by-case basis.
The limited partners may be afforded certain rights for reparations under
the CEA. The CFTC has adopted rules implementing the reparations provisions of
the CEA which provide that any person may file a complaint for a reparations
award with the CFTC for violation of the CEA against a floor broker, a futures
commission merchant and its associated persons, a commodity trading advisor or a
commodity pool operator. The General Partner is registered with the CFTC as a
commodity pool operator and a commodity trading advisor; each of the Advisors is
registered with the CFTC as a commodity trading advisor; and SB is registered
with the CFTC as a futures commission merchant. In addition, the NFA has adopted
certain arbitration rules which, in appropriate circumstances, might provide
rights to limited partners. The General Partner, the Advisors and SB are members
of the NFA.
THE COMMODITY BROKER/DEALER
Smith Barney Inc., the Partnership's selling agent and commodity
broker/dealer through which the Partnership executes its trades, is a clearing
member of The Board of Trade of the City of Chicago, the Chicago Mercantile
Exchange, and other principal U.S. commodity exchanges. It is also registered
with the SEC as a securities broker-dealer and with the CFTC as a futures
commission merchant, and is a member of the NFA, the National Association of
Securities Dealers, Inc. and major securities exchanges, including the New York
Stock Exchange. SB has approximately 500 domestic and international offices and
over 10,000 Financial Consultants. Its principal office is located at 390
Greenwich Street, New York, New York 10013; telephone (212) 816-6000.
SB provides commodity brokerage and clearing services for both retail and
professional participants in the commodity futures markets, including clearing
services for other commodity pools and other members of the commodity exchanges
of which it is a clearing member.
BROKERAGE FEES. The Partnership has entered into a non-exclusive Customer
Agreement (as described below) with SB pursuant to which SB executes trades on
behalf of the Partnership. Pursuant to the Customer Agreement, the Partnership
will pay SB (i) a monthly brokerage fee equal to 9/20 of 1% of month-end Net
Assets allocated to Eagle, Eckhardt and Rabar (5.4% per year) in lieu of per
transaction fees and regardless of how many or how few trades are executed
during a month and (ii) $54 per round-turn for transactions entered into by
Campbell, to be paid monthly, provided that round-turn commissions will be
capped at .45% per month (5.4% of Net Assets per year). The foregoing fees do
not include exchange, floor brokerage, user, give-up, clearing and NFA fees
which will be paid by the Partnership with respect to futures and options
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transactions. The Partnership shall seek the best price and services available
in its commodity futures brokerage transactions. SB acts as principal on any
spot and forward transactions entered into by the Partnership. Such transactions
are entered into at prices quoted by SB which reflect a spread between the bid
and ask (which spread includes anticipated profits and costs to SB as dealer),
but does not include a mark-up. The spread charged on related party trades will
be at competitive market prices. SB pays a portion of its brokerage fee to its
Financial Consultants who are registered as associated persons of a futures
commission merchant and who have sold Units in this offering so long as they are
still employed by SB. Such Financial Consultants provide ongoing services to
investors including (i) answering questions regarding daily net asset value and
computations thereof, monthly statements, annual reports and tax information
provided by the Partnership; (ii) providing assistance to investors in deciding
whether and when to redeem their Units or purchase additional Units; and (iii)
general servicing of accounts. Such Financial Consultants receive a portion of
the fees attributable to Units for the sale of which they were responsible. For
this purpose fees are deemed to be attributable to Units sold by a Financial
Consultant in the proportion which the number of such Units bears to the number
of all Units outstanding at any time. For example, if a Financial Consultant
were responsible for the sale of 200 Units and there were 40,000 Units
outstanding, .5% (200 divided by 40,000) of the aggregate amount available for
such payments would be attributable to the Units sold by a Financial Consultant
and the Financial Consultant would currently be credited with approximately
83.33% of the amount attributable to the Units sold by him.
The brokerage fee charged to the Partnership may not equal the lowest rates
which SB charges to any speculative account, including the accounts of its
employees, and may not be as low as rates which might be charged by other
commodity broker/dealers because different accounts require different levels of
service and monitoring based upon the number of advisors and the volume and
complexity of trading. In addition, pursuant to its Customer Agreement with SB,
the Partnership will receive several administrative services, such as account
reconcilement, payment of fees and expenses, crediting interest income and
assistance with preparation of all regulatory filings and monthly reports. These
types of services may not be provided to other speculative accounts of SB and
may account for the possibly higher rates charged to the Partnership. Since the
Customer Agreement is nonexclusive, and since the Partnership is not permitted
to enter into an exclusive brokerage agreement, the Partnership would have the
right to seek lower brokerage rates from other broker/dealers. The General
Partner believes that the arrangements between SB and the Partnership are
consistent with arrangements made between comparable commodity pools and other
broker/dealers and are fair to the Partnership. Therefore, the General Partner
does not intend to negotiate with any other broker/dealers for services to the
Partnership nor does it intend to negotiate with SB to obtain a better rate.
However, the General Partner will review, at least annually, the brokerage rates
charged to other comparable commodity pools to the extent practicable, to
determine that the brokerage rates being paid by the Partnership are competitive
with such other rates. The General Partner will renegotiate the Customer
Agreement if its fiduciary duties so require. In accordance with the Limited
Partnership Agreement, limited partners owning more than 50% of the outstanding
Units may terminate the Customer Agreement with SB (an affiliate of the General
Partner) on sixty days' notice without penalty. See "Conflicts of Interest".
CUSTOMER AGREEMENT. The Partnership has entered into a Customer Agreement
with SB pursuant to which SB executes transactions for the Partnership's
accounts in accordance with orders placed by the Advisors. In addition to
specifying the services performed by SB, which include the execution of orders
and the rendering of bookkeeping and clerical assistance to the Partnership and
the General Partner, the Customer Agreement provides that SB will pay monthly
interest to the Partnership on 80% of the average daily equity maintained in
cash in the Partnership's trading account at SB during each month (i.e., the sum
of the daily cash balances in such accounts divided by the total number of
calendar days in that month) at a 30-day Treasury bill rate determined weekly by
SB based on the average non-competitive yield on 3-month U.S. Treasury bills
maturing in 30 days (or on the maturity date closest thereto) from the date on
which such weekly rate is determined.
The Customer Agreement also provides that with respect to any action in
which SB or its affiliates is a party (other than an action by or in the right
of the Partnership), the Partnership shall indemnify and hold harmless such
person, subject to receipt of an independent legal opinion regarding the
applicable standard of
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conduct, against any loss, liability, damage, cost, expense (including
attorneys' and accountants' fees), judgments and amounts paid in settlement, if
the indemnified person acted in good faith and in a manner reasonably believed
to be in the best interests of the Partnership, and if such actions did not
involve negligence, misconduct, or a breach of fiduciary obligations. To the
extent that the indemnified party has been successful in defense of any action,
no independent legal opinion is needed.
LITIGATION. There have been no administrative, civil or criminal actions
pending, on appeal or concluded against SB or any of its individual principals
within the past five years that are material to a decision whether to invest in
the Partnership, except as follows.
Between May 1994 and the present, Salomon Brothers Inc ("SBI"), SB and The
Robinson Humphrey Company, Inc. ("R-H"), all currently subsidiaries of Salomon
Smith Barney Holdings Inc. ("SSBHI"), along with a number of other
broker-dealers, were named as defendants in approximately 25 federal court
lawsuits and two state court lawsuits, principally alleging that companies that
make markets in securities traded on NASDAQ violated the federal antitrust laws
by conspiring to maintain a minimum spread of $.25 between the bid and asked
price for certain securities. The federal lawsuits and one state court case were
consolidated for pre-trial purposes in the Southern District of New York in the
fall of 1994 under the caption In re NASDAQ Market-Makers Antitrust Litigation,
United States District Court, Southern District of New York No. 94-CIV-3996
(RWS); M.D.L. No. 1023. The other state court suit, Lawrence A. Abel v. Merrill
Lynch & Co., Inc. et al.; Superior Court of San Diego, Case No. 677313, has been
dismissed without prejudice in conjunction with a tolling agreement.
In the consolidated action, the plaintiffs purport to represent a class of
persons who bought one or more of what they currently estimate to be
approximately 1,650 securities on NASDAQ between May 1, 1989 and May 27, 1994.
They seek unspecified monetary damages, which would be trebled under the
antitrust laws. The plaintiffs also seek injunctive relief, as well as
attorney's fees and the costs of the action. (The state cases seek similar
relief.) Plaintiffs in the consolidated action filed an amended consolidated
complaint that defendants answered in December 1995. On November 26, 1996, the
Court certified a class composed of retail purchasers. A motion to include
institutional investors in the class and to add class representatives was
granted. In December 1997, SBI, SB and R-H, along with several other
broker-dealer defendants, executed a settlement agreement with the plaintiffs.
This agreement has been preliminarily approved by the U.S. District Court for
the Southern District of New York but is subject to final approval.
On July 17, 1996, the Antitrust Division of the Department of Justice filed
a complaint against a number of firms that act as market makers in NASDAQ
stocks. The complaint basically alleged that a common understanding arose among
NASDAQ market makers which worked to keep quote spreads in NASDAQ stocks
artificially wide. Contemporaneous with the filing of the complaint, SBI, SB and
other defendants entered into a stipulated settlement agreement, pursuant to
which the defendants would agree not to engage in certain practices relating to
the quoting of NASDAQ securities and would further agree to implement a program
to ensure compliance with federal antitrust laws and with the terms of the
settlement. In entering into the stipulated settlement, SBI and SB did not admit
any liability. There are no fines, penalties, or other payments of monies in
connection with the settlement. In April 1997, the U.S. District Court for the
Southern District of New York approved the settlement. In May 1997, plaintiffs
in the related civil action (who were permitted to intervene for limited
purposes) appealed the district court's approval of the settlement. The appeal
is pending.
The Securities and Exchange Commission ("SEC") is also conducting a review
of the NASDAQ marketplace, during which it has subpoenaed documents and taken
the testimony of various individuals including SBI and SB personnel. In July
1996, the SEC reached a settlement with the National Association of Securities
Dealers and issued a report detailing certain conclusions with respect to the
NASD and the NASDAQ market.
In December 1996, a complaint seeking unspecified monetary damages was
filed by Orange County, California against numerous brokerage firms, including
SB, in the U.S. Bankruptcy Court for the Central District of California.
Plaintiff alleged, among other things, that the defendants recommended and sold
to
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plaintiff unsuitable securities. The case (County of Orange et al. v. Bear
Stearns & Co. Inc. et al.) has been stayed by agreement of the parties.
In the course of its business, SB, as a major futures commission merchant
and broker-dealer is a party to various claims and routine regulatory
investigations and proceedings which the General Partner believes do not have a
material effect on the business of SB.
INCOME TAX ASPECTS
The General Partner has been advised by its counsel, Willkie Farr &
Gallagher, that, in its opinion, the following summary describes the material
federal income tax consequences to a United States taxpayer who invests in the
Partnership, subject to the uncertainties referred to herein. The legal opinions
appearing in this section are the legal opinions of Willkie Farr & Gallagher.
The following summary is based upon the Code, and rules, regulations and
existing interpretations relating thereto, any of which could be changed at any
time, possibly with retroactive effect. A complete discussion of all federal,
state and local tax aspects of an investment in the Partnership is beyond the
scope of the following summary, and prospective investors should consult their
own tax advisers particularly as respects the effect of their own individual tax
characteristics.
CLASSIFICATION AS A PARTNERSHIP
Treasury Regulations (the "check-the-box regulations") that were adopted in
1996 permit the Partnership to elect treatment as a partnership for federal
income tax purposes. Even if the Partnership does not affirmatively elect
treatment as a Partnership, the check-the-box regulations provide that the
Partnership will be classified as a partnership for federal income tax purposes
so long as it has two or more partners.
Pursuant to Code Section 7704, "publicly traded partnerships" are taxed as
corporations. If the Partnership were treated as an association taxable as a
corporation for federal income tax purposes, the income of the Partnership would
be taxed to the Partnership at corporate rates, no Partnership losses could be
used by the Partners to offset their own income and all or a portion of any
distribution by the Partnership to the partners would be taxed to them as
dividends to the extent of the current and accumulated earnings and profits of
the Partnership. See "Application of 'Publicly Traded Partnership' Rules to the
Partnership". The discussion which follows assumes that the Partnership will be
treated as a partnership for federal income tax purposes.
IN GENERAL
The Partnership will pay no federal income tax. Rather in the opinion of
Willkie Farr & Gallagher, each limited partner will report on his federal income
tax return his distributive share of the Partnership's income, gains, losses,
deductions, credits and other items for the Partnership's taxable year ending
with or within the partner's taxable year. A limited partner's distributive
share of such items for federal income tax purposes will be determined under the
Limited Partnership Agreement generally on a pro rata basis in accordance with
his capital account. A limited partner must report (and pay taxes on) his share
of partnership income for a particular taxable year whether or not any cash is
actually distributed to him for that year.
SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES
FOR UNITED STATES TAXPAYERS WHO ARE INDIVIDUALS
The following discussion applies only to limited partners who are citizens
or residents of the United States for federal income tax purposes, and who are
taxed as individuals. Corporate limited partners should consult their own tax
counsel as to the federal, state and local tax aspects of an investment in the
Partnership and, in particular, should consider the discussion of the New York
State corporate franchise tax under "State, Local and Other Taxes" below.
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ALLOCATION OF TAX ITEMS
Limited partners will be allocated their proportionate share of the taxable
income or losses realized by the Partnership during the period of the
Partnership's taxable year that Units were owned by them. For this purpose,
transfers or assignments of Units will be effective only as of the first day of
the month after the month in which the General Partner consents to such transfer
or assignment. The allocation of taxable income for federal income tax purposes
by the Partnership may differ from the way in which the benefits of the income
have been allocated among the partners for financial purposes as a consequence
of new limited partners joining the Partnership and existing partners adding
capital to, or withdrawing capital from, the Partnership during a taxable year
of the Partnership. For example, a partner may redeem Units at a time at which
the Partnership has realized gains which are offset by unrealized losses. The
unrealized losses will reduce the amount paid to the partner on redemption but,
when later realized, may not be allocated for tax purposes to the redeemed
partner. Alternatively, if a partner redeems Units when there are net unrealized
gains, the redeemed partner will be paid for his share of such gain, but when
they are later realized any resulting tax liability may have to be borne by the
remaining partners.
Unrealized gains/losses on many commodity interests held by the Partnership
at the end of its taxable year must be included in income under the
"mark-to-market" rule described below. For federal income tax purposes, these
gains/losses will be allocated to partners in proportion to their respective
capital accounts. The General Partner will determine each partner's share of the
Partnership's gain or loss for tax purposes by marking to market the
Partnership's investments as of the end of each month of the taxable year and by
allocating the resulting gain or loss to those partners who were partners of the
Partnership during the month to which such gain or loss relates. Some ambiguity
exists under current law regarding the application of the mark-to-market rules
to partners who redeem or transfer their interests other than at the end of the
Partnership's taxable year. Mark-to-market gains and losses might be allocated
only to those partners holding interests in the Partnership at the end of the
Partnership's year and the Partnership may not be entitled to a basis adjustment
with respect to gains and losses on "Section 1256 contracts" (defined below in
"Commodity Provisions") regardless of whether the gains or losses may be
allocated monthly.
LIMITATIONS ON DEDUCTIONS
(1) Basis: A partner may not deduct Partnership losses to the extent they
exceed his basis in the Partnership as of the time he seeks to take that
deduction. A limited partner's initial tax basis for his interest in the
Partnership will be the amount of money he contributes to the Partnership and
will be increased by additional contributions. This initial basis will be
increased by the Partnership's income previously allocated to him for tax
purposes and will be reduced by the Partnership's losses previously allocated to
him for tax purposes, and by any distributions previously made to him by the
Partnership. Losses denied under this limitation are suspended and may be
carried forward and deducted in subsequent taxable years, subject to this and
all other applicable limitations.
(2) At Risk: Similarly, a partner may not deduct Partnership losses for
tax purposes for a particular taxable year to the extent they exceed the amount
he has "at risk" for his interest in the Partnership at the end of that year. At
the end of a taxable year, a limited partner will be "at risk" for tax purposes
to the extent of the total of all money he has contributed to the Partnership
(except to the extent that the money contributed has been borrowed by the
limited partner either without recourse to the limited partner or from a person
with an interest in the Partnership or a person related to such a person), plus
his share of Partnership income for tax purposes previously allocated to him,
reduced by the amount of the Partnership's losses previously allocated to him
and reduced by the amount of any prior distributions to him. Losses denied under
this limitation are suspended and may be carried forward and deducted in
subsequent taxable years, subject to this and all other applicable limitations.
(3) Capital Losses: An allocable share of the Partnership's capital losses
may be used to offset short-term or long-term capital gains realized by a
partner, plus (for taxpayers other than corporations) up to $3,000 ($1,500 in
the case of a married individual filing a separate return) a year of ordinary
income. Generally, noncorporate taxpayers may carry forward, but may not carry
back, unused net capital losses. A
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noncorporate taxpayer may elect, however, to carry unused net capital losses
from trading in Section 1256 contracts back to each of the three preceding years
to the extent of the capital gain net income for such preceding year from
trading in Section 1256 contracts (or of overall capital gain net income for the
year, if less).
(4) Passive Activity: The Partnership's income will not be treated as a
"passive activity" for purposes of the limitation on the deduction of passive
activity losses.
(5) Miscellaneous Itemized Deductions: If the Partnership is treated as
engaged merely in an investment activity (and not in a trade or business), a
limited partner taxed as an individual would be allowed a deduction for his
share of general partnership expenses (which could include management fees,
incentive fees and legal and audit expenses but not commodity trading expenses)
only to the extent that the total of all of his investment and other
miscellaneous expenses exceeds 2% of his adjusted gross income. Whether the
Partnership will be engaged in a trade or business or in an investment activity
will depend on the extent and nature of the Partnership's trading activity in
any taxable year and could vary from year to year. However, based on the
contemplated extent of trading of the Partnership, the General Partner has been
advised by its legal counsel that the Partnership's activities should be
classified as a trade or business, rather than as an investment activity. It is
often difficult to distinguish among investment, trading and dealership
activities, and it is possible that the Internal Revenue Service ("IRS") could
conclude, based on its independent examination of the facts regarding the
Partnership's operations, that the Partnership's transactions constitute dealer
transactions or investing in securities. Such determinations on the part of the
IRS may significantly alter the tax consequences of a limited partner's
investment in the Partnership as described herein.
Section 68 of the Code further limits an individual partner's ability to
deduct certain itemized deductions that otherwise are deductible against taxable
income. Specifically, for regular income tax purposes (but not for alternative
minimum tax purposes), the amount of itemized deductions that non-corporate
partners (other than estates and trusts) having adjusted gross income in excess
of a "threshold" amount (as defined below) will be allowed to deduct is reduced
by an amount equal to the lesser of (i) 3% of such partner's adjusted gross
income or (ii) 80% of the amount of the otherwise allowable itemized deductions
for the taxable year. The "threshold" amount for 1998 is $124,500 ($62,250 for
married persons filing separately). For purposes of Section 68, itemized
deductions are determined after application of the other loss disallowance rules
of the Code and do not include any deductions for medical expenses, investment
interest expense or for certain losses under Section 165(a) of the Code.
(6) Syndication Fees: Neither the Partnership nor any partner will be
entitled to any deduction for syndication expenses, that is, amounts paid or
incurred in connection with issuing and marketing the Units. There is a risk
that some portion of the brokerage fees to be paid to SB would be treated as a
nondeductible payment by the Partnership of syndication expenses.
(7) Investment Interest: A noncorporate taxpayer may deduct the total of
all his interest expense incurred or continued to purchase or carry "property
held for investment" only to the extent of his net "investment income" from all
such property he holds. A Unit of the Partnership should be considered "property
held for investment", and the interest expense incurred by a limited partner to
purchase or carry a Unit and such limited partner's distributive share of
Partnership investment interest expense should generally be subject to this
limitation.
The deduction of investment interest that is disallowed under these rules
is not lost permanently but may be claimed as an investment interest deduction
in succeeding taxable years subject to the limitation. A limited partner's net
investment income will not include that portion of investment income derived
from long-term capital gains unless the partner elects to treat such gains as
short-term gains.
Under the Code, a taxpayer may not deduct interest on indebtedness incurred
or continued to purchase or carry obligations, the interest on which is exempt
from tax. In the case of a limited partner owning tax-exempt obligations, the
IRS might take the position that the limited partner's allocable portion of any
interest expense of the Partnership should be viewed in whole or in part as
incurred to enable the limited partner to purchase or
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carry the tax-exempt obligations and that the deduction of any interest by the
limited partner should be denied in whole or in part.
CAPITAL GAIN
The trading activities of the Partnership will, as a general rule, generate
capital gain and loss, and ordinary income. Partnership transactions would
result in ordinary income if the Partnership were considered to hold property
for sale to customers in the ordinary course of a trade or business. The
Partnership does not expect to hold its commodity interests for sale to
customers, and in particular does not expect to effect transactions in physical
commodities (other than spot and forward currency transactions), on a regular
basis. Certain foreign currency transactions could result in ordinary income as
discussed below.
The Taxpayer Relief Act of 1997 made certain changes to the Code with
respect to taxation of long-term capital gains earned by taxpayers other than a
corporation. In general, for sales made after May 6, 1997, the maximum tax rate
for individual taxpayers on net long-term capital gains is lowered to 20% for
most assets. This 20% rate applies to sales on or after July 29, 1997 only if
the asset was held for more than 18 months at the time of disposition. Capital
gains on the disposition of assets on or after July 29, 1997 held for more than
one year and up to 18 months at the time of disposition will be taxed as
"mid-term gain" at a maximum rate of 28%. A rate of 18% instead of 20% will
apply after December 31, 2000 for assets held for more than five years. However,
the 18% rate applies only to assets acquired after December 31, 2000 unless the
taxpayer elects to treat an asset held prior to such date as sold for fair
market value on January 1, 2001. In the case of individuals whose ordinary
income is taxed at a 15% rate, the 20% rate is reduced to 10% and the 10% rate
for assets held for more than five years is reduced to eight percent. The 60%
portion of gain of Section 1256 contracts that is treated as long-term capital
gains is eligible for the reduced rates for gains on assets held more than 18
months.
The IRS Restructuring and Reform Act of 1998 made further changes to the
above rules relating to capital gains. The new legislation eliminates the
18-month holding period and provides that the 10% and 20% long-term rates apply
to most capital assets held more than 12 months. This reduction in the holding
period is effective for tax years ending after December 31, 1997.
INTEREST INCOME
SB will pay interest on a portion of the average daily cash equity in the
brokerage account. Interest paid to the Partnership will be taxable currently to
the limited partners as ordinary income. In addition, any interest earned by an
investor on any subscription amounts that may be held in escrow will also be
taxable as ordinary income to him and should be reported in accordance with his
regular method of accounting.
COMMODITY PROVISIONS
The Partnership will engage in speculative trading in commodities,
commodity options and commodity futures contracts on all major United States and
certain foreign commodity exchanges and will trade in forward contracts in
foreign currencies. The Advisors may from time to time employ trading strategies
such as spreads or straddles on behalf of the Partnership. Special tax rules
generally apply to transactions in commodity interests.
(1) Mark-to-Market: Under the Code, all positions in Section 1256
contracts held by the Partnership at the end of its taxable year will be marked
to their market value, and any unrealized gain or loss on those positions will
be included in the income of the partners as if each position had been sold for
its fair market value on the last day of the Partnership's taxable year. (If,
however, the taxable year of the Partnership is different from the taxable year
of a partner, the operation of the mark-to-market rule is unclear, and the
treatment described herein may be challenged by the IRS.) The General Partner
will mark to market the Partnership's investments as of the end of each month of
the taxable year. Section 1256 contracts generally include (i) regulated futures
contracts ("RFCs"), which are futures contracts traded on regulated United
States (and certain foreign) exchanges (including cash settlement contracts such
as Eurodollar or stock index contracts), (ii) most foreign currency forward
contracts traded in the interbank market (hereinafter
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"interbank contracts"), and (iii) domestic (and certain foreign) exchange-traded
options on commodities, including options on RFCs, debt securities and stock
indices. Accordingly, it is expected that the mark-to-market rule will apply to
many of the Partnership's transactions in commodity interests. However, the
mark-to-market rules will not apply to the Partnership's positions in futures
contracts on most foreign exchanges and in foreign currency forward contracts
not in the interbank market, unless the Partnership elects such treatment under
the provisions of Code Section 988, as discussed below. The Partnership intends
to make that election in 1998.
After positions in Section 1256 contracts held by the Partnership at the
end of its taxable year are marked to market, the resulting gain or loss will be
combined with any gain or loss realized by the Partnership from positions in
Section 1256 contracts closed during that year. Provided such positions were
held as capital assets and were not part of a "hedging transaction", nor part of
a "straddle" (see below), 60% of the resulting net gain or loss will be treated
as a long-term capital gain or loss and 40% of such net gain or loss will be
treated as a short-term gain or loss, regardless of the period of time
particular positions were actually held by the Partnership. (However, gain or
loss from positions treated as Section 1256 contracts under the Code Section 988
election provisions, if elected by the Partnership, would be treated entirely as
short-term capital gain or loss.)
(2) Straddles: If the Partnership incurs a loss upon the disposition of
any position which is part of a "straddle" (i.e., two or more offsetting
positions), recognition of that loss for tax purposes will be deferred until the
Partnership recognizes the gain in the offsetting position of the straddle. This
rule would apply to all of the positions in a straddle which includes one or
more Section 1256 contracts but which does not consist entirely of Section 1256
contracts (a "mixed straddle"), but not to a straddle all of the positions of
which are Section 1256 contracts. (Depending upon whether the Partnership makes
certain elections, the Section 1256 contract components of a mixed straddle may
be treated as not subject to the mark-to-market rules.) This provision would
also apply to the Partnership's positions in futures contracts on most foreign
exchanges and in forward contracts on foreign currency (other than interbank
contracts), which could result in the deferral of deductions for losses
resulting from the disposition of such positions or from the disposition of
Section 1256 contracts which offset those positions. The Partnership can
specifically identify particular positions as being components of a straddle, in
which case a realized loss would be allowable only upon the liquidation of all
of the components of the identified straddle. The Partnership's trading
strategies may include the use of spreads or straddles, with or without making
such identifications.
Interest and other carrying charges allocable to positions which are part
of a straddle must be capitalized, rather than deducted currently.
(3) Wash and Short Sale Rules: The "short sale" rules may apply to
positions held by the Partnership so that what might otherwise be characterized
as long-term capital gain would be characterized as short-term capital gain or
potential short-term capital loss as long-term capital loss. Furthermore, "wash
sale" rules, which prevent the recognition of a loss from the sale of a security
where a substantially identical security is (or has been) acquired within a
prescribed time period, also apply where certain offsetting positions (other
than identified straddle positions) are entered into within the prescribed
period.
(4) Section 988: Currency gain or loss from transactions in (i) bank
forward contracts not traded in the interbank market and (ii) currency futures
contracts traded on a foreign exchange may be treated as ordinary income or loss
under Code Section 988. The Partnership may elect, in effect, to recognize gain
or loss from instruments described in clauses (i) and (ii) of the preceding
sentence under the mark-to-market rules of Code Section 1256. Pursuant to that
election, gain or loss from such positions would be treated entirely as
short-term capital gain or loss. The Partnership will make the election
necessary to gain such treatment if such election is otherwise in the best
interests of the Partnership. The Partnership intends to make the election
necessary to gain such treatment in 1998. If the Partnership does not make the
election, the partners may individually elect to have their share of foreign
currency gain or loss from certain of the Partnership's Section 1256 contracts
treated as ordinary income or loss, rather than 60% long-term and 40% short-term
capital gain or loss.
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(5) Partner-Partnership Positions: It is unclear to what extent the loss
deferral, short sale, capitalization and wash sale rules would apply to
straddles consisting of Partnership transactions and transactions by a partner
in his individual capacity. Each prospective limited partner should review the
application of these rules to his own particular tax situation, with special
regard to the potential interaction between Partnership operations and
commodities transactions entered into by the prospective limited partner in his
individual capacity.
APPLICATION OF 'PUBLICLY TRADED PARTNERSHIP' RULES TO THE PARTNERSHIP
Under Code Section 7704, certain publicly traded partnerships are treated
as corporations for federal income tax purposes. Publicly traded partnerships,
as defined in Code Section 7704(b), are partnerships the interests in which are
traded on an established securities market or are readily tradeable on a
secondary market (or the substantial equivalent thereof).
Even if a partnership is considered to be publicly traded, Code Section
7704(c) provides that such a partnership will not be treated as a corporation
for federal income tax purposes if, as to each taxable year of its existence,
(i) with certain exceptions to be prescribed by forthcoming Treasury
Regulations, the partnership is not required to register under the 1940 Act, and
(ii) at least 90% of its gross income is "qualifying income," such as interest,
dividends, gains from the disposition of stock or securities, and, in the case
of a partnership that has as a principal activity the buying and selling of
commodities and commodity instruments, income and gains from such commodities
transactions.
On the basis of its examination of the Partnership's objectives and trading
policies as described herein, Willkie Farr & Gallagher has concluded that at
least 90% of the annual gross income of the Partnership will consist of
qualifying income, as defined above. Based on that conclusion, the Partnership
could be expected to satisfy the gross income requirement in each of its taxable
years, beginning with the current taxable year. Further, Willkie Farr &
Gallagher has concluded that, so long as the Partnership is engaged primarily in
commodity trading, it will not be required to register under the 1940 Act.
Therefore, the Partnership does not expect to be taxed as a corporation under
Code Section 7704 even if it were to be viewed as publicly traded.
Should the aforementioned facts, assumptions and representations fail to be
accurate for any reason, the IRS may take the position that the Partnership
should be treated as an association taxable as a corporation for federal income
tax purposes. The continued treatment of the Partnership as a partnership also
is dependent upon existing Code provisions, regulations promulgated thereunder
and administrative interpretations thereof, all of which are subject to change.
Therefore, no assurances can be given that the Partnership's classification for
federal income tax purposes may not be changed during the term of its existence.
PARTNERSHIP AUDIT PROCEDURES
The Partnership's federal income tax information return may be audited.
While partners have certain rights to participate in a partnership audit, some
of these rights are not available to partners owning less than a 1% profit
interest in a partnership with more than 100 partners. Accordingly, a limited
partner may not be able to participate in an audit of the Partnership's
information return, but could nevertheless be bound by a settlement reached in
that audit unless he has filed a timely pre-settlement notice with the Service
stating that he will not be bound by the settlement. An audit of the
Partnership's returns may result in an audit of a limited partner's tax return
and lead to adjustments of income and loss unrelated to an investment in the
Partnership.
REDEMPTION OF UNITS
To the extent of his tax basis in his Units, cash distributed to a limited
partner by the Partnership upon redemption of Units will constitute a return of
capital that will not be reportable as taxable income, but will reduce his tax
basis in his Units. To the extent that cash distributions exceed a limited
partner's tax basis in his Units, an event which should only arise upon
redemption, such distributions will be taxable to him as gain from the sale or
exchange of the Units. Upon complete redemption of all of a limited partner's
Units, the limited partner may recognize loss to the extent of any unrecovered
basis in the redeemed Units. If the limited
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partner is not a "dealer" with respect to the Units and has held his Units for
more than one year, any gain or loss on their redemption will be long-term
capital gain or loss.
BROKER REPORTING AND BACKUP WITHHOLDING
The subscription documents require each prospective investor in the
Partnership to furnish the investor's "taxpayer identification number." If the
number furnished is not correct, the investor may be subject to penalties
imposed by the Service and payments to the investor in redemption of Units (and,
possibly, other Partnership distributions) may become subject to 31% backup
withholding.
The Partnership is not required to treat either its commodities
transactions or redemptions of Units as requiring separate reporting to
investors under Code Section 6045, since the information required to be
furnished by that section is identical to that furnished to each investor on
Schedule K-1 of Form 1065. The same information will be furnished to the IRS on
Form 1065. Accordingly, investors will not receive separate Forms 1099-B with
respect to such transactions.
ALTERNATIVE MINIMUM TAX
The alternative minimum tax for individuals is imposed on "alternative
minimum taxable income" ("AMTI") in excess of an exemption amount of $33,750
($45,000 for married individuals filing a joint return and $22,500 for married
individuals filing separate returns). A 26% rate applies to the first $175,000
of a taxpayer's AMTI in excess of the exemption amount, and a 28% rate applies
to AMTI more than $175,000 above the exemption amount. The exemption amount is
phased out at a rate of 25 cents on the dollar for AMTI in excess of $112,500
($150,000 for married individuals filing a joint return and $75,000 for married
individuals filing separate returns). AMTI consists of taxable income determined
with certain adjustments and increased by the amount of items of tax preference.
AMTI may not be offset by certain interest deductions, including (in certain
circumstances) interest incurred to purchase or carry Units in the Partnership.
Corporations are also subject to an alternative minimum tax.
TAX CONSEQUENCES FOR EXEMPT ORGANIZATIONS
The following is a brief summary of the federal income tax consequences to
entities otherwise exempt from such tax (such as employee benefit plans,
individual retirement plans, individual retirement accounts and charitable
organizations) ("Exempt Organizations").
In general, an investment in the Partnership is not expected to result in
"unrelated business income." If, however, any portion of an Exempt
Organization's allocable share of Partnership income is treated as "unrelated
business taxable income", the Exempt Organization will be liable for a tax on
that amount (plus all other unrelated business taxable income for the taxable
year), minus applicable modifications and deductions, at the rates applicable to
corporations.
Unrelated business income includes certain income derived from
"debt-financed property." Such "debt-financed property" generally will include
securities purchased on margin. However, the IRS has stated in private rulings
that margin accounts maintained with respect to certain commodities trading do
not create indebtedness and therefore such commodities traded on margin do not
constitute "debt-financed property." However, there is no published authority
for this view, private rulings have no value as precedent and the Partnership
will not seek a ruling from the IRS on this issue. Therefore, there is a risk
that the Partnership's income could be viewed as generated from debt-financed
property and would therefore constitute unrelated business income.
If the Partnership were to purchase physical commodities with borrowed
funds (whether upon delivery under a futures or forward contract or otherwise)
and to sell those commodities at a gain, such gain would likely constitute
unrelated business income. The Partnership is entitled to engage in such
leveraged purchases of physical commodities. See "Trading Policies."
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STATE, LOCAL AND OTHER TAXES
In addition to federal income taxes, limited partners may be subject to
other taxes, such as state or local income taxes, and estate, inheritance or
intangible property taxes which may be imposed by various jurisdictions. A
non-New York corporate limited partner that is not otherwise subject to New York
State or New York City taxation may become subject to the New York State
Corporate Franchise Tax and the New York City General Corporate Tax. The current
minimum New York State corporate franchise tax ranges between $1,500 and $325,
based on gross payroll, and the tax liability could be greater depending on the
application of alternate statutory formulas for determining the amount of the
corporate partner's net income that is allocable to New York State. The current
minimum General Corporate Tax is $300, although the actual tax liability could
be greater depending on how the corporate partner's income is allocated to New
York City.
In general, such non-New York corporate limited partners will be subject to
the Franchise Tax and the General Corporate Tax on their income allocable to New
York unless (1) at least 90% of the Partnership's gross income is from
dividends, interest, securities loans and gains from the sale of stock or
securities or foreign currencies, or other income (including but not limited to
income and gains from commodities and gains from options, futures, or forward
contracts) derived with respect to the Partnership's investments in stock,
securities or currencies, or (2) such partner's partnership interest is less
than 1% or the tax basis in the interest does not exceed $1,000,000. While the
Partnership expects to satisfy the 90% income test described above, no assurance
can be given as to whether an investment in the Partnership will create a
Franchise Tax or a General Corporate Tax liability. Non-New York corporate
limited partners that are subject to New York taxes solely as a result of their
investment in the Partnership may make an irrevocable election to be subject to
New York taxes only on their share of Partnership income allocable to New York.
The Partnership expects to take the position that it trades for its own
account and is exempt from the New York City Unincorporated Business Tax.
Each prospective limited partner should consult his own tax counsel with
regard to state, local and other taxes.
SUMMARY OF THE UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES FOR NON-U.S. TAXPAYERS
A non-resident alien individual, foreign corporation or foreign partnership
not otherwise engaged in a United States trade or business or acting as a dealer
in commodities will not be deemed to be engaged in a United States trade or
business by virtue of an investment as a limited partner in the Partnership.
Capital gains earned by the Partnership and allocated to such a foreign limited
partner will, as a general rule, not be subject to United States federal income
taxation or withholding, but may be subject to taxation by the jurisdiction in
which such foreign limited partner is resident, organized or operating. Interest
income earned by the Partnership on its margin account with SB and interest
earned by limited partners on escrow deposits will, as a general rule, likewise
not be subject to the United States federal income tax or withholding, but may
be subject to tax in other jurisdictions to which such foreign limited partner
is connected. Prospective foreign limited partners who are engaged in a United
States trade or business or who act as dealers in commodities may be subject to
United States income tax and should consult their tax advisors before investing
in the Partnership.
BASIS OF SUMMARY OF INCOME TAX ASPECTS
Except as otherwise set forth, the foregoing statements regarding the
federal income tax consequences to partners of an investment in the Partnership
are based upon the provisions of the Code as currently in effect and the
existing administrative and judicial interpretations thereunder. No assurance
can be given that administrative, judicial or legislative changes (other than
those discussed above) will not occur that would make the foregoing statements
incorrect or incomplete. Further, the foregoing discussion is not intended as a
substitute for careful tax planning, particularly since certain of the income
tax consequences of an investment
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in the Partnership may not be the same for all taxpayers. Accordingly,
prospective investors in the Partnership are urged to consult their tax advisers
with specific reference to their own tax situation under federal law and the
provisions of applicable state, local and municipal laws before subscribing for
Units.
USE OF PROCEEDS
The net proceeds to the Partnership from this offering are estimated at
$100,000,000 assuming that all 100,000 Units were sold during the Initial
Offering Period at $1,000 per Unit. No selling commissions or organizational and
offering expenses related to the Initial Offering Period will be paid by the
Partnership. As used in this Prospectus, organizational and offering expenses
include legal and accounting fees, marketing and printing expenses, escrow
charges and filing, registration and recording fees. Such offering and
organizational expenses are estimated at $700,000 for the registration of Units
included in this Prospectus. These expenses of the Initial Offering Period (plus
interest at the prime rate) are to be paid initially by SB and will be
reimbursed by the Partnership in 24 equal monthly installments beginning with
the month in which trading begins. The Partnership is responsible for the
expenses of the Continuous Offering. In no event will such expenses exceed 15%
of the total amount of the offering. Escrow charges consist of the following:
(i) a $2,500 fee per escrow account, (ii) all maintenance fees incurred in the
cost of operating the bank money market account, (iii) a wire charge of
$5.00-$22.00 and (iv) miscellaneous distributions and subscription charges.
The proceeds from the offering will be deposited in the Partnership's
commodity trading accounts at SB and will be used for trading in commodity
futures contracts, forward contracts and other commodity interests in accordance
with the trading techniques and policies described under the captions "Trading
Policies" and "The Advisors." See also "Risk Factors -- Commodity Trading
Risks." All of the assets of the Partnership are maintained in cash and
segregated as customer funds under the CEA, except that margin with respect to
certain non-U.S. futures and options transactions are maintained in separate
secured amount accounts at U.S. banks not affiliated with the General Partner as
required by CFTC regulations. The General Partner estimates that approximately
80-95% of the Partnership's assets will be segregated as customer funds. The
Partnership's funds held in connection with contracts on U.S. contract markets
that are priced and settled in a foreign currency may be held in accounts
denominated in a foreign currency with a depository located outside the United
States or its territories, although SB currently does not intend to do so. See
"Risk Factors." SB will deposit the assets of the Partnership (other than margin
for non-U.S. futures and options) in segregated bank accounts as required by the
CFTC. The banks will not pay interest on such accounts. However, SB will pay
monthly interest to the Partnership on 80% of the average daily equity
maintained in cash in the Partnership's account at SB during each month (i.e.,
the sum of the daily cash balances in such accounts divided by the total number
of calendar days in that month) at a 30-day Treasury bill rate determined weekly
by SB based on the average non-competitive yield on 3-month U.S. Treasury bills
maturing in 30 days (or on the maturity date closest thereto) from the date on
which such weekly rate is determined. Such interest will be paid from SB's own
funds. The interest paid by SB to the Partnership will be credited to the
Partnership's accounts at SB monthly and consequently will be available to the
Partnership for trading purposes. The Partnership will make no loans. The assets
of the Partnership will not be commingled with the assets of any other entity,
nor used as margin for any other account. Deposit of assets with a commodity
broker as margin shall not constitute commingling. The Partnership estimates
that its margin-to-equity ratio will generally be in the range of 10% to 40%.
PLAN OF DISTRIBUTION
The Units are offered by the Partnership through its selling agent, SB,
pursuant to a Selling Agreement between the Partnership and SB. SB may permit
other member firms of the National Association of Securities Dealers, Inc.
("NASD") and certain foreign brokers to participate in the offering. The Units
will be offered on a best efforts basis without any firm underwriting commitment
(so that neither SB nor any other underwriter has agreed to purchase any Units).
See "Risk Factors -- No Assurance That Units Will Be Sold." The Partnership will
pay no selling commissions to SB or any such members. The General Partner is an
affiliate of SB. SB receives brokerage fees from the Partnership in its capacity
as commodity broker/dealer for the Partnership. Such fees may be deemed to be
underwriting compensation. SB pays a portion of its brokerage fees to its
Financial Consultants who sell Units in the offering. Any additional firm (other
than a
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foreign broker who offers solely to non-U.S. clients) selected by SB that
receives continuing compensation in the form of a portion of the commodity
brokerage fees paid by the Partnership will be registered with the NFA as a
futures commission merchant or an introducing broker. Further, any associated
person of SB or such other firm who receives continuing compensation in the form
of a portion of the commodity brokerage fees paid by the Partnership will be
registered with the NFA as an associated person of a futures commission merchant
or an introducing broker (qualified as an associated person by having taken the
Series 3 or 31 Commodities Exam or having been "grandfathered" as an associated
person qualified to do commodity brokerage). In connection with the sale of
Units, SB may implement sales incentive and promotional programs for its
Financial Consultants who sell Units. Such programs may offer Financial
Consultants bonus compensation and/or gift items based on sales of Units. No
such programs will be offered to Financial Consultants unaffiliated with SB. SB
will submit any proposed sales incentive program to the NASD for approval prior
to its implementation. In no event will the total compensation paid to SB, its
employees and any participating member firms in connection with the distribution
of Units exceed 10% of the proceeds of the offering. (For this purpose, "total
compensation" does not include brokerage fees.)
Units will be offered at $1,000 for a period of 90 days from the date
hereof, subject to earlier termination or to extension for a period of up to an
additional 60 days by the General Partner acting in its sole discretion and for
any reason. Units offered after the Initial Offering Period will be sold at Net
Asset Value per Unit as of the end of each quarter, until the earlier of the
sale of all 100,000 Units and two years from the date of this Prospectus (the
"Continuous Offering"). Net Asset Value is defined in the Glossary at page 110.
The General Partner may determine to increase the number of Units offered, not
to sell Units in a particular quarter (as a result of extraordinary
circumstances in which the Advisors (or potential Advisors) are unable to accept
additional assets) or to register additional Units in a subsequent offering. All
subscriptions will be held in an escrow account by European American Bank, New
York, New York until the end of the Initial Offering Period or after trading
commences, the first day of the quarter beginning at least 6 days after receipt
of the subscription, on which day subscription funds will be transferred to the
Partnership's trading accounts at SB. If subscriptions for 15,000 or more Units
have been received and accepted by the General Partner upon the termination of
the Initial Offering Period, the subscriptions held in escrow will be
transferred to the Partnership, and it will commence futures trading. If
subscriptions for fewer than 15,000 Units have been received and accepted by the
General Partner by the termination of the Initial Offering Period, then the full
amount of all subscriptions will be promptly returned to subscribers within four
business days, together with a proportionate share of any earned interest. If
the General Partner, in its sole discretion, determines not to offer Units
during a particular quarter in the Continuous Offering, subscriptions will
remain in escrow until the beginning of the next quarter on which sales will be
effective. Subscribers will be paid a pro rata share of the interest earned on
the subscriptions during the escrow period. The General Partner may permit
purchases more frequently than quarterly in its sole discretion on the advice of
counsel that applicable regulations would permit more frequent sales.
The General Partner, acting in the best interests of the limited partners,
may at any time select a different escrow agent, provided that such escrow agent
is not affiliated with the General Partner or SB. Any such escrow agent would be
directed by the General Partner to invest subscriptions in legally permissible
interest bearing investments including direct United States government
obligations, certificates of deposit or bank money market accounts. However,
since such investments carry different minimum dollar amounts and varying
interest rates, the amount of interest, if any, that will be earned on a
subscription cannot be calculated.
The General Partner may reject any subscription for any reason within a
reasonable time. During the Continuous Offering, a subscriber may revoke his
subscription if the General Partner determines not to offer Units as of the end
of a quarter.
INVESTMENT REQUIREMENTS
The minimum initial investment in the Partnership is $5,000 except that
investments by employee-benefit plans may be made for a minimum of $2,000
(subject to higher minimums in certain states). See Exhibit C hereto and "ERISA
Considerations". Investors who are already limited partners may purchase
additional
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Units with a minimum of $1,000 (except in Maine, where the minimum additional
subscription will be $5,000).
Each investor must represent and warrant in the Subscription Agreement
attached hereto as Exhibit B that he either has (i) a net worth of at least
$150,000 (exclusive of home, furnishings and automobiles) or (ii) a net worth of
at least $45,000 and an annual income of $45,000. Certain states have higher
suitability requirements which are set forth in Exhibit C to this Prospectus.
BY EXECUTING THE SUBSCRIPTION AGREEMENT, INVESTORS ARE NOT WAIVING ANY
RIGHTS THEY MAY HAVE UNDER THE SECURITIES ACT OF 1933.
Each investor, by executing and returning the Subscription Agreement,
represents and warrants that (1) he has received a copy of the Prospectus as
appropriately supplemented; (2) he meets all applicable suitability standards as
set forth in the Prospectus as appropriately supplemented; (3) he consents to
the execution and delivery of a Customer Agreement between SB and the
Partnership and to the payment to SB of fees as described in the Prospectus;
and, (4) if he is not a citizen or resident of the United States for federal
income tax purposes, that he is not a dealer in commodities and he agrees to pay
or reimburse the General Partner or SB for any taxes imposed as a result of his
status as a limited partner.
All of the representations and warranties are primarily intended to assure
and confirm that the investor is fully aware of and understands the elements of
the Partnership's structure and operation prior to making his investment. In
addition, they are intended to enable the Partnership, the General Partner and
SB to comply with certain requirements under the Commodity Exchange Act and
various state securities laws.
In addition, each of Representations (1) through (3) above is intended to
foreclose to the investor the possibility of alleging the opposite of such
representation and warranty in litigation by the investor against the General
Partner, the Partnership or SB. The General Partner, the Partnership and SB
would rely on such representations and warranties to respond to arguments made
to the contrary in the event of such litigation.
Representation (4) is intended to require a non-U.S. investor subject to
that representation to be responsible for any taxes imposed as a result of that
investor's status as a limited partner and enable the Partnership and General
Partner to comply with federal tax laws. Each investor must also be either a
citizen or a resident of the United States for U.S. tax purposes or must agree
to reimburse SB or the Partnership for any taxes, including but not limited to
withholding tax, incurred in connection with the investor's interest in the
Partnership. See "Income Tax Aspects -- Summary of United States Federal Income
Tax Consequences for non-U.S. Taxpayers."
The General Partner may reject a subscription for any reason within a
reasonable time (within four business days of receipt of payment by the General
Partner).
POTENTIAL INVESTORS SHOULD CONSIDER THE UNITS AS A LONG-TERM (AT LEAST TWO
YEAR) INVESTMENT TO PERMIT THE TRADING METHODS TO BE EMPLOYED IN MANAGING THE
PARTNERSHIP'S INVESTMENTS TO FUNCTION OVER A SIGNIFICANT PERIOD OF TIME. SEE
"RISK FACTORS -- COMMODITY TRADING IS SPECULATIVE", "RISK FACTORS -- TRADING
STRATEGIES" AND "THE ADVISORS -- TRADING STRATEGIES".
SUBSCRIPTION PROCEDURE
In order to purchase Units, an investor must complete and execute a copy of
the Subscription Agreement attached hereto as Exhibit B and deliver and/or mail
the Subscription Agreement to any branch office of SB or another selling agent.
Payment for subscriptions may be made by the subscriber authorizing his
Financial Consultant to debit his SB account for a minimum of $5,000 (or for a
minimum of $2,000 for subscriptions made by employee-benefit plans). During the
Continuous Offering, $5,000 will purchase a number of Units determined by their
Net Asset Value as of the effective date of the purchase (the first day of the
quarter beginning at least 6 days after receipt and acceptance of the
subscription). The General Partner may determine not to offer Units during any
particular quarter. Subscribers who authorize SB to debit their securities
account must have their subscription payment in their account on the specified
settlement date and such account will be debited on the
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settlement date which will occur not later than five business days following
notification to SB and the subscriber of the acceptance of the subscription.
That notification will occur within a reasonable time.
Subscribers who do not maintain an account with SB should consult their
brokers for instructions as to payment. Such payment will be made either by
debiting such subscriber's securities account in the manner described herein or
by delivery to the broker of a check made payable to European American Bank,
Escrow Agent for GDFF, Subscribers' Escrow Account No. 002-067155.
THE LIMITED PARTNERSHIP AGREEMENT
This Prospectus contains an explanation of the material terms and
provisions of the Limited Partnership Agreement, a copy of which is attached as
Exhibit A hereto and is incorporated herein by this reference. Each prospective
investor should read this summary and the Limited Partnership Agreement
thoroughly before investing. The following description is a summary only and is
not intended to be complete.
LIABILITY OF LIMITED PARTNERS
The Partnership was formed on June 15, 1998 under the laws of the State of
New York. Under the New York Revised Limited Partnership Act ("New York Act"),
only a Limited Partner's capital contribution to the Partnership, and its share
of assets and undistributed profits, are subject to the risks of the
Partnership's business. Under the New York Act, a limited partner is otherwise
entitled to limited liability and is not responsible for the Partnership's
obligations if its activities in connection with the business of the Partnership
are limited to the exercise by it, in accordance with the provisions of the
Limited Partnership Agreement, of the rights granted it therein. Certain states
where the Partnership anticipates doing business have statutes providing for the
same limitations on limited partner liability, but in those states that do not
have such statutes and where judicial precedents are unclear, a limited partner
may not have the benefit of such limitations. Under the New York Act, if a
limited partner participates in the control of the Partnership's business, which
it is prohibited from doing by the terms of the Limited Partnership Agreement,
it may lose the limitation of liability afforded by the New York Act and become
liable as a general partner to persons who transact business with the
Partnership reasonably believing, based upon the limited partner's conduct, that
the limited partner is a general partner.
Section 121-607 of the New York Act prohibits a limited partnership from
making a distribution to a partner to the extent that, at the time of the
distribution and after giving effect thereto, all liabilities of the limited
partnership (other than liabilities to partners on account of their partnership
interests and liabilities for which the recourse of creditors is limited to
specified property of the limited partnership) exceed the fair value of the
assets of the limited partnership. For purposes of this limitation, the fair
value of property that is subject to a liability for which recourse of creditors
is limited is included in the assets of a limited partnership only to the extent
that the fair value of the property exceeds that liability. Under the New York
Act, a limited partner who received such a prohibited distribution and who knew
that the distribution violated the New York Act is liable to the limited
partnership for the amount of the distribution for a period of three years from
the date of the distribution. This section of the New York Act does not affect
any obligation or liability of a limited partner under the Limited Partnership
Agreement or other applicable law (including relevant fraudulent conveyance
acts) for the amount of a distribution.
MANAGEMENT OF PARTNERSHIP AFFAIRS
The limited partners will not participate in the management or control of
the Partnership. Under the Limited Partnership Agreement, responsibility for
managing the Partnership is vested solely in the General Partner. The General
Partner may select one or more trading advisors to direct all trading for the
Partnership. Other responsibilities of the General Partner include, but are not
limited to, the following: determining whether the Partnership will make
distributions of profits to partners; administering redemptions of limited
partners' Units; preparing monthly and annual reports to the limited partners;
preparing and filing necessary reports with regulatory authorities; calculating
the Net Asset Value; executing various documents on behalf of
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the Partnership and the limited partners pursuant to powers of attorney; and
supervising the liquidation of the Partnership if an event causing dissolution
of the Partnership occurs.
The Limited Partnership Agreement requires the General Partner to cause the
Partnership to dissolve at any time that Net Asset Value per Unit falls below
$400 as of the end of a trading day.
SHARING OF PROFITS AND LOSSES
Partnership Accounting. Each partner will have a capital account, and its
initial balance will be the amount he paid for his Units or, in the case of the
General Partner, its capital contribution (which shall be treated as Units of
General Partnership Interest). Any increase or decrease in the Net Assets of the
Partnership will be allocated among the partners on a monthly basis and will be
added to or subtracted from the accounts of the partners in the ratio that each
account bears to all accounts. The General Partner is not personally liable for
return of capital contributions or profits to the limited partners.
Federal Tax Allocations. At the end of each fiscal year the Partnership's
realized capital gain or loss, aggregate capital gain or loss resulting from the
monthly mark-to-market system, and ordinary income or loss, will be allocated
among the partners, and each partner will be required to include in his personal
income tax return his share of such items. Allocations will be pro rata for
short-term capital gain or loss, long-term capital gain or loss, and net
ordinary income or loss realized by the Partnership; however, each partner's
share of the Partnership's capital gain or loss from "Section 1256 Contracts"
and certain other contracts for tax purposes will be determined by marking to
market the Partnership's investments as of the end of each month of the taxable
year and by allocating the resulting gain or loss to those partners who were
partners during the month to which such gain or loss relates.
For any limited partner who redeems or acquires Units during any fiscal
year, his proportionate share of the capital gain or loss and ordinary income
and loss will be that which was realized by the Partnership during the period
that such Units were owned by such limited partner. Transfers or assignments of
Units will be effective as of the first day of the month following the month in
which notice of such transfer or assignment is given to the General Partner. For
purposes of determining the Net Asset Value of Units, gains and losses will be
allocated among those persons who are partners when unrealized gains or losses
occur due to changes in the value of open positions. For federal income tax
purposes, gains and losses are allocated among those who are partners when
positions are closed and the gains or losses are realized. Therefore, if a
partner's proportionate interest in the Partnership should increase, as a result
of redemptions of Units by other partners, between the time an unrealized gain
occurs and the time the gain is realized by the Partnership, the partner's share
of taxable gain for the fiscal year may exceed his economic gain as reflected in
the Net Asset Value of his Units.
Upon dissolution of the Partnership, (and after satisfaction of all
liabilities of the Partnership), the assets of the Partnership will be
distributed to each partner in the ratio that his capital account bears to the
capital accounts of all partners.
ADDITIONAL PARTNERS
The General Partner has the sole discretion to determine whether to offer
for sale additional Units and to admit additional limited partners. There is no
limitation on the number of Units which may be outstanding at any time. All
Units offered by the Partnership after commencement of trading operations must
be sold at the Partnership's then current Net Asset Value per Unit (plus selling
commissions, if any). The General Partner may make arrangements for the sale of
additional Units or partial Units in the future. See "Plan of Distribution". The
General Partner may also consent to the admission of any assignee of Units as a
substituted limited partner.
RESTRICTIONS ON TRANSFER OR ASSIGNMENT
The Limited Partnership Agreement provides that a limited partner may
assign his Units upon notice to the General Partner. No assignment of Units will
be effective against the Partnership or the General Partner until the
commencement of the next month after the General Partner receives such notice.
Without the
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consent of the General Partner (which consent may be withheld at its sole and
absolute discretion for the purpose of preserving the Partnership's tax status
or to avoid adverse legal consequences to the Partnership), no assignee may
become a substituted limited partner. An assignee who becomes a substituted
limited partner will be subject to all of the rights and liabilities of a
limited partner of the Partnership. An assignee who does not become a
substituted limited partner will be entitled to receive the share of the profits
or the return of capital to which his assignor would otherwise be entitled, but
will not be entitled to vote, to an accounting of Partnership transactions, to
receive tax information, or to inspect the books and records of the Partnership.
Under the New York Act, an assigning limited partner remains liable to the
Partnership for any amounts for which he may be liable under such law regardless
of whether any assignee to whom he has assigned Units becomes a substituted
limited partner.
DISSOLUTION OF THE PARTNERSHIP
The Partnership shall dissolve and its affairs shall be wound up as soon as
practicable upon the first to occur of the following: (i) December 31, 2018;
(ii) the vote to dissolve the Partnership by limited partners owning more than
50% of the Units; (iii) assignment by the General Partner of all of its interest
in the Partnership or withdrawal, removal, bankruptcy or any other event that
causes the General Partner to cease to be a general partner under the New York
Act unless the Partnership is continued as described in the Limited Partnership
Agreement; (iv) Net Asset Value per Unit falls to less than $400 as of the end
of any trading day; or (v) the occurrence of any event which shall make it
unlawful for the existence of the Partnership to be continued, such as the entry
of a decree of judicial dissolution.
REMOVAL OR ADMISSION OF GENERAL PARTNER
The General Partner may be removed and successor general partners may be
admitted upon the vote of a majority of the outstanding Units.
AMENDMENTS; MEETINGS
The Limited Partnership Agreement may be amended if approved in writing by
the General Partner and limited partners owning more than 50% of the outstanding
Units. The General Partner may amend the Limited Partnership Agreement without
the consent of the Limited Partners in order to (i) clarify any clerical
inaccuracy or ambiguity or reconcile any inconsistency (including any
inconsistency between the Limited Partnership Agreement and the Prospectus);
(ii) delete or add any provision of or to the Limited Partnership Agreement
required to be deleted or added by the staff of any federal or state agency; or
(iii) make any amendment to the Limited Partnership Agreement which the General
Partner deems advisable (including but not limited to amendments necessary to
effect the allocations proposed herein or to change the name of the Partnership)
provided that such amendment is not adverse to the Limited Partners, or is
required by law. Any Units purchased by the General Partner, the Advisors or
their affiliates will not be entitled to any of the voting rights to which such
Units would otherwise be entitled under Section 17 of the Limited Partnership
Agreement, except as required by law. Limited partners are entitled to vote by
proxy.
Any limited partner, upon written request addressed to the General Partner,
may obtain from the General Partner a list of the names and addresses of record
of all limited partners and the number of Units held by each limited partner.
Upon receipt of a written request delivered in person or by certified mail,
signed by limited partners owning at least 10% of the outstanding Units, that a
meeting of the Partnership be called to consider any matter upon which limited
partners may vote pursuant to the Limited Partnership Agreement, the General
Partner, by written notice to each limited partner of record mailed within 15
days after such receipt, must call a meeting of the Partnership. Such meeting
must be held at least 30 but not more than 60 days after the mailing of such
notice and the notice must specify the date, a reasonable time and place, and
the purpose of such meeting.
At any such meeting, upon the approval by an affirmative vote of limited
partners owning more than 50% of the Units, the following actions may be taken:
(i) the Limited Partnership Agreement may, with certain exceptions, be amended;
(ii) the Partnership may be dissolved; (iii) the General Partner may be removed
and
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a new general partner may be admitted immediately prior to the removal of the
General Partner provided that the new general partner shall continue the
business of the Partnership without dissolution; (iv) a new general partner or
general partners may be admitted if the General Partner elects to withdraw from
the Partnership immediately prior to the withdrawal of the General Partner,
provided that the new general partner shall continue the business of the
Partnership without dissolution; (v) any contracts with the General Partner or
any of its affiliates or any trading advisor may be terminated without penalty
on 60 days' notice; and (vi) the sale of all assets of the Partnership may be
approved.
REPORTS TO LIMITED PARTNERS
The books and records of the Partnership will be maintained at its
principal office and the limited partners have the right at all times during
reasonable business hours to have access to and copy the Partnership's books and
records. Within 30 days of the end of each month, the General Partner will
provide the limited partners with a financial report containing information
relating to the Net Assets and Net Asset Value of a Unit as of the end of such
month as well as such other information relating to the operations of the
Partnership which is required to be reported to the limited partners by CFTC
regulations. In addition, if any of the following events occur, notice thereof
will be mailed to each limited partner within seven business days of such
occurrence: a decrease in the Net Asset Value of a Unit to 50% or less of the
Net Asset Value most recently reported; a decrease in assets maintained in cash
to 50% or less of the amount most recently reported; any change in advisors; any
change in commodity brokers; any change of the General Partner; any material
change in the Partnership's trading policies or any material change in an
advisor's trading strategies. In addition, a certified annual report of
financial condition will be distributed to the limited partners not more than 90
days after the close of the Partnership's fiscal year. Not more than 75 days
after the close of the fiscal year, tax information necessary for the
preparation of the limited partners' annual federal income tax returns will be
distributed to the limited partners.
POWER OF ATTORNEY
To facilitate the execution of various documents by the General Partner on
behalf of the Partnership and the limited partners, the limited partners will
appoint the General Partner, with power of substitution, their attorney-in-fact
by executing a Subscription Agreement (including the Power of Attorney) attached
hereto as Exhibit B. Such documents include, without limitation, the Limited
Partnership Agreement and Certificate of Limited Partnership and amendments
and/or restatements thereto, and customer agreements with SB.
INDEMNIFICATION
The Limited Partnership Agreement provides that with respect to any action
in which the General Partner or any of its affiliates is a party because of its
relationship to the Partnership, the Partnership shall indemnify and hold
harmless such person, subject to receipt of an independent legal opinion
regarding the applicable standard of conduct, against any loss, liability,
expense (including attorneys' and accountants' fees), judgments and amounts paid
in settlement, incurred by it in connection with such action, if the indemnified
person acted in good faith, the course of conduct which caused the loss or
liability was in the best interests of the Partnership, the General Partner (or
its affiliate) was acting on behalf of or providing services for the Partnership
and if such actions did not involve negligence or misconduct. No indemnification
of the General Partner or its affiliates is permitted for losses resulting from
a violation of the Securities Act of 1933 or any State securities law. In
addition, no indemnification of the General Partner or its affiliates may be
made in connection with any action against them if it would be inconsistent with
the New York Act.
REDEMPTIONS
A limited partner may cause some or all of his Units to be redeemed by the
Partnership at the Net Asset Value thereof as of the last day of a month ending
at least 6 months after those Units were issued (the "Redemption Date") on 10
days' notice to the General Partner. Because Net Asset Value fluctuates daily,
Limited Partners will not know the Net Asset Value applicable to their
redemption at the time a notice of
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redemption is submitted. Payment for the redeemed Units will be made within 10
business days following the Redemption Date by crediting the investor's SB
account. The Net Asset Value of a Unit is defined in the Limited Partnership
Agreement to equal the Net Assets of the Partnership divided by the number of
units of limited and general partnership interest outstanding. Net Assets of the
Partnership is defined to mean the total assets of the Partnership, including
all cash, Treasury Bills, accrued interest and the market value of all open
commodity positions, less all liabilities of the Partnership, determined in
accordance with generally accepted accounting principles. For the purpose of a
redemption, any accrued liability for reimbursement of offering and
organizational expenses for the Initial Offering Period will not reduce Net
Asset Value per Unit. The General Partner reserves the right to permit the
redemption of Units more frequently than monthly (but no more frequently than
daily), provided that such action is in the best interest of the Partnership
taking into account potential tax consequences to Limited Partners.
Except as set forth below, all requests for redemption will be honored, and
the Partnership's positions in commodity contracts will be liquidated to the
extent necessary to effect redemptions. The right to redeem is contingent upon
the Partnership having property sufficient to discharge its liabilities on the
Redemption Date and upon receipt by the General Partner of a written or oral
request for redemption at least 10 days prior to the Redemption Date. The
General Partner may temporarily suspend redemptions if necessary in order to
liquidate positions in an orderly manner. No partial redemptions are permitted
if after giving effect to the redemption a Limited Partner would own fewer than
three Units.
Federal income tax aspects of redemptions are described under "Income Tax
Aspects". Under New York law, a limited partner who has received a distribution
upon redemption of Units may under certain circumstances be liable for any
amount, not exceeding the amount of such distribution. See "The Limited
Partnership Agreement -- Liability of Limited Partners."
ERISA CONSIDERATIONS
The Units in the Partnership which are offered hereby may be purchased by
employee benefit plans subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and/or Section 4975 of the Code. The phrase
"employee benefit plan" refers to plans of various types including corporate
pension and profit-sharing plans (including 401(k) plans), "simplified employee
pension plans," so-called "Keogh" (H.R. 10) plans for self-employed individuals,
including partners, and "individual retirement accounts" or "IRAs" (including
"Roth IRAs") for persons (including employees and self-employed persons) who
receive compensation income.
Notwithstanding the general requirement that investors in the Partnership
must invest a minimum of $5,000, a minimum investment of $2,000 has been set for
qualified employee benefit plans (see "Investment Requirements"). Greater
minimum purchases may be mandated by the securities laws and regulations of
certain states, and investors should consult the Subscription Agreement which is
attached as Exhibit B to this Prospectus and any supplement affixed hereto to
determine the requirements applicable to them.
Units may not be purchased by an employee benefit plan if the selling agent
or its Financial Consultants, the General Partner or their affiliates (a)
exercise any discretionary authority or discretionary control respecting
management of such employee benefit plan, (b) exercise any authority or control
respecting management or disposition of the assets of such employee benefit
plan, (c) render investment advice for a fee or other compensation, direct or
indirect, with respect to any moneys or other property of such employee benefit
plan, (d) have any authority or responsibility to render investment advice with
respect to any moneys or other property of such employee benefit plan, or (e)
have any discretionary authority or discretionary responsibility in the
administration of such employee benefit plan. For the purposes of this
paragraph, "investment advice" shall mean rendering investment advice as to the
value of securities or other property, or making recommendations as to the
advisability of investing in, directly or indirectly, and either (i) having
discretionary authority or control, whether or not pursuant to an agreement,
arrangement or understanding, with respect to purchasing or selling securities
or other property for the plan, or (ii) rendering such investment advice on a
regular basis to the employee benefit plan pursuant to a mutual agreement,
arrangement or understanding, written or otherwise, between such person and the
employee benefit plan or a fiduciary with
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respect to such employee benefit plan, that such services will serve as a
primary basis for investment decisions with respect to assets of the employee
benefit plan, and that such person will render individualized investment advice
to the employee benefit plan based on the particular needs of the employee
benefit plan regarding such matters, as, among other things, investment policies
or strategy, overall portfolio composition, or diversification of plan
investments. This prohibition is designed to prevent violations of certain
provisions of ERISA and Section 4975 of the Code.
Under ERISA, a fiduciary of an employee benefit plan is required, among
other things, to discharge his duties toward such plan with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims. In considering
an investment in the Partnership of a portion of the assets of an employee
benefit plan, a fiduciary should consider (i) whether the investment is in
accordance with the documents and instruments governing and plan; (ii) whether
the investment satisfies the diversification rules of Section 404(a)(1)(C) of
ERISA, if applicable; (iii) whether the investment will result in unrelated
business taxable income to the plan; (iv) whether the investment provides
sufficient liquidity; (v) the need to value the assets of the plan annually; and
(vi) whether the investment is prudent. A fiduciary should consult regulations
of the Department of Labor to determine whether he or she has made appropriate
consideration of relevant factors in investing in the Partnership.
Assets of employee benefit plans ("plan assets") are generally subject to
the fiduciary duty provisions of ERISA and the prohibited transaction provisions
of ERISA and Section 4975 of the Code. ERISA does not define "plan assets";
however, the Department of Labor has published a final regulation defining the
term "plan assets" (the "Final Regulation") for purposes of Title I of ERISA and
Section 4975 of the Code. Under the Final Regulation, generally, when a plan
makes an equity investment in another entity, the underlying assets of that
entity will be considered plan assets unless (1) the equity interest is a
"publicly-offered" security or a security issued by an investment company
registered under the Investment Company Act of 1940, (2) the entity is an
"operating company," or (3) equity participation in the entity by benefit plan
investors is not "significant."
Under the Final Regulation, a "publicly-offered" security is a security
that is (i) freely transferable, (ii) part of a class of securities that is
owned by 100 or more investors independent of the issuer and of one another, and
(iii) either (A) a part of a class of securities registered under section 12(b)
or 12(g) of the Securities Exchange Act of 1934, or (B) sold to the plan as part
of an offering of securities to the public pursuant to an effective registration
statement under the Securities Act of 1933 and the class of securities of which
such security is part is registered under the Securities Exchange Act of 1934
within 120 days (or such later time as may be allowed by the Securities and
Exchange Commission) after the end of the fiscal year of the issuer during which
the offering of such securities to the public occurred.
For purposes of this definition, whether a security is "freely
transferable" is a factual question to be determined on the basis of all
relevant facts and circumstances. If a security is part of an offering in which
the minimum investment is $10,000 or less, however, certain customary
restrictions (enumerated in the Final Regulation) imposed on the transfer of
partnership interests necessary to permit partnerships to comply with applicable
federal and state laws, to ensure favorable treatment under federal or state tax
laws, and to meet reasonable administrative needs will not, alone or in
combination, affect a finding that such securities are freely transferable.
Although no assignee may become a substituted limited partner without the
consent of the General Partner, a limited partner may assign the economic
benefits of ownership of Units upon notice to the General Partner (see
"Restrictions on Transfer or Assignment" above). Because these restrictions are
among the permissible restrictions enumerated in the Final Regulation, the Units
should be deemed to be freely transferable.
Inasmuch as the Units should be deemed to be freely transferable, the Units
are or will be registered under the federal securities laws as set forth in the
Final Regulations and assuming that the Units will be held by over 100 persons,
the Units should qualify as "publicly-offered" securities within the meaning of
the Final Regulation. As a result, under the Final Regulation the underlying
assets of the Partnership should not be treated as plan assets.
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In the unlikely event that the Partnership were deemed to hold plan assets,
prohibited transactions could arise under ERISA and the Code. In addition,
investment by a fiduciary of an employee benefit plan could be deemed an
improper delegation of investment authority, and the fiduciary could be liable
either directly, or under the co-fiduciary rules of ERISA, for the acts of the
General Partner of the Partnership. Additional issues relating to the "plan
assets" and "prohibited transaction" concepts of ERISA and the Code arise by
virtue of the General Partner's ownership of interests in the Partnership and
the possible relationship between an Affiliate of the General Partner and any
employee benefit plan which may purchase Units. Further, certain transactions
between the Partnership and the General Partner and certain Affiliates of the
General Partner could be prohibited transactions.
It should be noted that even if the Partnership's assets are not deemed to
be plan assets, the Department of Labor has stated in Interpretive Bulletin 75-2
(29 C.F.R. sec.2509.75-2, as amended by the Final Regulation) that it would
consider a fiduciary who makes or retains an investment in a partnership for the
purpose of avoiding the application of the fiduciary responsibility provisions
of ERISA to be in contravention of the fiduciary provisions of ERISA. The
Department of Labor indicated further that if a plan invests in or retains its
investment in a partnership and as part of the arrangement it is expected that
the partnership will enter into a transaction with a party in interest to the
plan (within the meaning of ERISA) which involves a direct or indirect transfer
to or use by the party in interest of any assets of the plan, the plan's
investment in the partnership would be a prohibited transaction under ERISA.
A prohibited transaction may result in the imposition of potential personal
liability upon fiduciaries of employee-benefit plans subject to ERISA and an
excise tax under Section 4975 of the Code upon the "disqualified person" with
respect to the plan. A fiduciary that has engaged in a prohibited transaction
would be personally liable to (i) restore to the employee benefit plan any
profit realized on the transaction and (ii) make good to the employee benefit
plan any losses suffered by the employee benefit plan as a result of the
transaction. A prohibited transaction may also result in the imposition of an
excise tax under the Code upon "disqualified persons" (as defined in Section
4975 of the Code) with respect to the employee benefit plan. The disqualified
persons involved would be liable to pay an excise tax equal to 15% of the amount
involved in the prohibited transaction for each year during which the investment
is in place, and would be required to eliminate the prohibited transaction by
reversing the transaction and making good to the employee benefit plan any
losses resulting from the prohibited transaction. If the transaction is not
corrected within a certain time period, the disqualified person involved could
also be liable for an additional excise tax in an amount equal to 100% of the
amount involved. In the case of an IRA (including a Roth IRA), certain
prohibited transactions do not result in an imposition of excise tax, but
instead result in a disqualification of the IRA and a taxable distribution of
IRA assets to the beneficiary.
In addition to liability for employee benefit plan losses, ERISA imposes a
civil penalty against fiduciaries of employee benefit plans who breach the
prudence and other fiduciary standards of ERISA, and against non-fiduciaries who
knowingly participate in the transaction giving rise to the breach of the ERISA
fiduciary standards. The civil penalty is equal to 20 percent of the amount
recovered from a fiduciary or non-fiduciary with respect to such breach or
knowing participation pursuant to a settlement agreement with the United States
Secretary of Labor or a court order resulting from a proceeding instituted by
the Secretary. The penalty may be waived and, in any event, would be offset to
the extent of the responsible party's liability for excise tax under the Code.
Each limited partner will be furnished with monthly statements and annual
reports which include the Net Asset Value per Unit. The General Partner believes
that these statements will be sufficient to permit plan fiduciaries to provide
an annual valuation of plan investments as required by ERISA; however,
fiduciaries should note that they have the ultimate responsibility for providing
such valuation. Accordingly, plan fiduciaries should consult with their
attorneys or other advisors regarding their obligations under ERISA with respect
to making such valuations.
Plan fiduciaries should understand the potentially illiquid nature of an
investment in the Partnership and that a secondary market is not expected to
exist for a Unit. Accordingly, plan fiduciaries should review both anticipated
and unanticipated liquidity needs for their respective plans, particularly those
for a participant's
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termination of employment, retirement, death or disability or plan termination.
Plan fiduciaries should be aware that distributions to certain participants may
be required to commence in the year after the participant attains age 70 1/2.
LEGAL MATTERS
Legal matters in connection with the securities being offered hereby have
been passed upon for the Partnership by Willkie Farr & Gallagher, 787 Seventh
Avenue, New York, New York 10019-6099. Willkie Farr & Gallagher has also acted
as counsel for SB and the General Partner in connection with this offering.
EXPERTS
The statements made and opinions referred to in this Prospectus under the
captions "Risk Factors", "Income Tax Aspects" and "The Limited Partnership
Agreement" which are attributed to Willkie Farr & Gallagher are made on the
authority of such firm as experts in tax and partnership law.
The statement of financial condition of the Partnership at August 14, 1998
and the statement of financial condition of the General Partner at December 31,
1997 included in this Prospectus have been audited by PricewaterhouseCoopers
LLP, independent accountants, as set forth in their reports appearing elsewhere
herein. Such financial statements are included herein in reliance upon such
reports, which reports are given upon their authority as experts in accounting
and auditing.
ADDITIONAL INFORMATION
This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits relating thereto which the Partnership
has filed with the Securities and Exchange Commission, Washington, D.C. For
further information pertaining to the Partnership and the securities offered
hereby, reference is hereby made to the Registration Statement, including the
exhibits filed as part thereof. Copies of the exhibits are on file at the
offices of the Securities and Exchange Commission in Washington, D.C. and may be
obtained, at the prescribed charge, upon request to the Commission or may be
examined, without charge, at the offices of the Securities and Exchange
Commission at 450 Fifth Street, N.W., Washington, D.C. The Commission also
maintains a Web site (http://www.sec.gov) that contains such reports and other
information regarding the Partnership.
A copy of the NASAA Guidelines for the Registration of Commodity Pool
Programs, as amended and adopted as of August 30, 1990, will be provided to any
person, without charge, upon request. A request may be made in writing to the
Partnership, c/o Smith Barney Futures Management Inc., 390 Greenwich Street, New
York, New York 10013 or by calling (212) 723-5424.
COMMODITY MARKETS
COMMODITY FUTURES
Commodity futures contracts are contracts made on a commodity exchange
which provide for the future delivery of various agricultural commodities,
industrial commodities, foreign currencies or financial instruments at a
specified date, time and place. The contractual obligations may be satisfied
either by taking or making physical delivery of an approved grade of the
commodity (or cash settlement in the case of certain futures contracts) or by
entering into an offsetting contract to purchase or sell the same commodity on
the same exchange prior to the designated date of delivery. As an example of an
offsetting transaction in which the physical commodity is not delivered, the
contractual obligations arising from one contract to sell December 1998 wheat on
a commodity exchange may be fulfilled at any time before delivery of the
commodity is required by entering into one contract to purchase December 1998
wheat on the same exchange. In such instance the difference between the price at
which the futures contract to sell was entered into and the price paid for the
offsetting contract, after allowance for the brokerage commission or fees and
exchange and clearing fees, represents the profit or loss to the trader.
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Futures exchanges have expanded throughout the world in response to the
globalization of the world's economy. This gives investors the opportunity to
participate in global markets and economic trends.
Since 1980, the presence of financial futures traded on futures exchanges
has dramatically increased as illustrated in the chart below. Financial futures,
which include interest rates, currencies and stock indices, has increased from
18.10% in 1980 to 77.73% in 1997, reflecting the importance of capital flows in
today's economy.
FUTURES VOLUME BY MARKET SECTOR
<TABLE>
<CAPTION>
1980 1997
<S> <C> <S> <C>
Other 1.10% Currencies 6.10%
Metals 16.30% Stock Indices 18.92%
Energy 0.30% Agriculture 10.48%
Interest Rates 13.50% Other 0.08%
Currencies 4.60% Metals 6.69%
Agriculture 64.20% Energy 5.02%
Interest Rates 52.71%
</TABLE>
The futures volume figures and market sector distributions presented above
include both speculative and hedging transactions, as well as options on
futures. Source: Futures Industry Association. A significant portion of currency
trading is done in the forward rather than in the futures markets, and,
accordingly, it is not reflected in the foregoing chart.
FORWARD CONTRACTS
Currencies may be purchased or sold for future delivery through banks or
dealers pursuant to what are commonly referred to as "forward contracts." In
such instances, the bank or dealer generally acts as principal in the
transaction and includes its anticipated profit and costs of the transaction in
the prices it quotes. Mark-ups and/or commissions may also be charged on such
transactions. The Partnership will trade foreign currency forward contracts to a
significant extent. The forward markets are substantially unregulated. See
"-- Regulation," below. Unlike futures contracts, forward contracts are not of
any standard size. Rather, they are the subject of individual negotiation
between the parties involved. Moreover, because there is no clearinghouse system
applicable to forward contracts, forward contracts are not fungible, and there
is no direct means of "offsetting" a forward contract by purchase of an
offsetting position on the same (or a linked) exchange as one can a futures
contract. The forward markets provide what has typically been a highly liquid
market for currency trading, and in certain cases the prices quoted for forward
contracts may be more favorable than those quoted for comparable futures
positions on the International Monetary Market of the Chicago Mercantile
Exchange. Unlike futures contracts traded on United States exchanges, no daily
settlements of unrealized profit or loss are made in the case of open forward
contract positions.
Commodity future and forward prices are highly volatile and are influenced
by, among other things, changing supply and demand relationships, government
agricultural, commercial and trade programs and policies, national and
international political and economic events, weather and climate conditions,
insects and plant disease, purchases and sales by foreign countries and changing
interest rates.
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USES OF COMMODITY MARKETS
Two broad classifications of persons who trade in commodity futures and
forwards are "hedgers" and "speculators". Commercial interests, including
farmers, which market or process commodities use the commodities markets
primarily for hedging. Hedging is a protective procedure designed to minimize
losses which may occur because of price fluctuations. For example, a
merchandiser or processor may hedge against price fluctuations between the time
he makes a contract to sell a raw or processed commodity and the time he must
perform the contract as follows: at the time he contracts to sell the commodity
at a future date, he simultaneously enters into futures contracts to buy the
necessary equivalent quantity of the commodity and, at the time for performance
of the contract, he either accepts delivery under his futures contracts or buys
the actual commodity and closes out his futures position by entering into an
offsetting contract to sell the commodity. Similarly, a processor may need to
purchase raw materials abroad in foreign currencies in order to fulfill a
contract for forward delivery of a commodity or byproduct in the United States.
Such a processor may hedge against the price fluctuation of foreign currency by
entering into a futures (or forward) contract for the foreign currency. Thus the
commodity markets enable the hedger to shift the risk of price fluctuations to
the speculator. The usual objective of the hedger is to protect the profit which
he expects to earn from his farming, merchandising or processing operations,
rather than to profit from his commodity trading.
The speculator, unlike the hedger, generally expects neither to deliver nor
receive the physical commodity. Instead, the speculator risks his capital with
the hope of profiting from price fluctuations in commodity futures contracts.
The speculator is, in effect, the risk bearer who assumes the risks which the
hedger seeks to avoid. Speculators rarely take delivery of the physical
commodity but usually close out their futures positions by entering into
offsetting contracts. Because the speculator may take either long or short
positions in the commodity market, it is possible for him to make profits or
incur losses regardless of the direction of price trends. Commodities trades
made by the Partnership will be speculative rather than for hedging purposes.
A very large number of firms and individuals trade in the commodities
markets as hedgers or speculators, many of whom have assets greatly in excess of
the Partnership's.
OPTIONS
The CFTC permits domestic exchanges to apply for licensing for the trading
of options on futures contracts and on physical commodities. The Partnership may
trade in such commodity options as are established on domestic exchanges.
Trading policies of the Partnership place no limitation on the percentage of Net
Assets which may be invested in options, and the Partnership may write options.
The Partnership may trade over-the-counter currency options to the extent
permitted by CFTC regulations.
The risks involved in trading commodity options on exchanges are similar to
those involved in trading futures contracts, in that options are speculative and
highly leveraged. Specific market movements of the commodity or futures contract
underlying an option cannot be predicted. Options are bought and sold on the
trading floor of a commodity exchange. The purchaser of an option pays a premium
and may be charged commissions and other fees. The writer of an option must make
margin deposits and may be charged commissions and other fees. Exchanges provide
trading mechanisms so that an option once purchased can later be sold and an
option once written can later be liquidated by an offsetting purchase. However,
there can be no assurance that a liquid offset market will exist for any
particular option or at any particular time. In such case, it might not be
possible to effect offsetting transactions in particular options. Thus in the
case of an option on a future, to realize any profit, a holder would have to
exercise his option and have to comply with margin requirements for the
underlying futures contract. A writer could not terminate his obligation until
the option expired or he was assigned an exercise notice.
REGULATION
Commodity exchanges provide centralized market facilities for trading in
futures contracts relating to specified commodities. Among the principal
exchanges in the United States are the Chicago Board of Trade,
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<PAGE> 106
the Chicago Mercantile Exchange (including the International Monetary Market)
and the New York Mercantile Exchange, Inc.
Commodity exchanges in the United States are subject to regulation under
the Commodity Exchange Act (the "CEA") by the CFTC. Under the amendments to the
CEA effected by the Commodity Futures Trading Commission Act of 1974, the CFTC
has become the governmental agency having responsibility for regulation of U.S.
commodity exchanges and commodity futures trading. The function of the CFTC is
to implement the objectives of the CEA of preventing price manipulation and
excessive speculation and promoting orderly and efficient commodity futures
markets. Such regulation, among other things, provides that futures trading in
commodities must be upon exchanges designated as "contract markets", and that
all trading on such exchanges must be done by or through exchange members. Under
the 1974 amendments to the CEA, futures trading in all commodities traded on
domestic exchanges is regulated. In addition, on September 8, 1981, the CFTC
adopted rules regulating trading of commodity options which had previously been
banned by the CFTC. However, trading in spot commodities and forward contracts
may not be within the jurisdiction of the CFTC and may therefore be effectively
unregulated. Investors should note that various government agencies have
investigated practices engaged in on the floors of the Chicago Board of Trade,
the Chicago Mercantile Exchange and certain New York exchanges and in this
connection a number of floor brokers on the Chicago Mercantile Exchange have
been indicted and some have been convicted for certain trading practices.
The CFTC also has exclusive jurisdiction to regulate the activities of
"commodity pool operators" and "commodity trading advisors". The General Partner
is registered as a commodity pool operator and a commodity trading advisor and
all of the Advisors are registered as commodity trading advisors. Registration
as a commodity pool operator or as a commodity trading advisor requires annual
filings setting forth the organization and identity of the management and
controlling persons of the commodity pool operator or commodity trading advisor.
In addition, the CFTC has authority under the CEA to require and review books
and records of, and review documents prepared by, a commodity pool operator or a
commodity trading advisor. The CFTC has adopted regulations which impose certain
disclosure, reporting and record-keeping requirements on commodity pool
operators and commodity trading advisors. The CFTC is authorized to suspend a
person's registration as a commodity pool operator or commodity trading advisor
if the CFTC finds that such person's trading practices tend to disrupt orderly
market conditions, that any controlling person thereof is subject to an order of
the CFTC denying such person trading privileges on any exchange, and in certain
other circumstances.
SB, the commodity broker/dealer for the Partnership, is also subject to
regulation by and registration with the CFTC as a "futures commission merchant".
With respect to domestic futures and options trading, the CEA requires all
futures commission merchants to meet and maintain specified fitness and
financial requirements, account separately for all customers' funds, property
and positions, and maintain specified books and records on customer transactions
open to inspection by the staff of the CFTC. The CEA authorizes the CFTC to
regulate trading by commodity brokerage firms and their employees, permits the
CFTC to require exchange action in the event of market emergencies, and
establishes an administrative procedure under which commodity traders may
institute complaints for damages arising from alleged violations of the CEA.
Under such procedures, limited partners may be afforded certain rights for
reparations under the CEA. For a discussion of such rights, see "Fiduciary
Responsibility".
Most exchanges (but currently not the foreign currency futures markets
other than during the first fifteen minutes of a trading day or the foreign
currency forward market) normally have regulations which limit the amount of
fluctuation in commodity futures contract prices during a single trading day.
These regulations specify what are referred to as "daily price fluctuation
limits" or, more commonly, "daily limits". The daily limits establish the
maximum amount the price of a futures contract may vary from the previous day's
settlement price at the end of the trading session. Once the daily limit has
been reached in a particular commodity, no trades may be made at a price beyond
the limit. Positions in the commodity could then be taken or liquidated only if
traders are willing to effect trades at or within the limit during the period
for trading on such day. The "daily limit" rule does not limit losses which
might be suffered by a trader because it may prevent the liquidation of
unfavorable positions. Also, commodity futures prices have moved the daily limit
for
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<PAGE> 107
several consecutive trading days in the past, thus preventing prompt liquidation
of futures positions and subjecting the commodity futures trader to substantial
losses. See "Risk Factors -- Commodity Trading May Be Illiquid".
The CFTC and U.S. exchanges have established limits, referred to as
"position limits", on the maximum net long or net short position which any
person, or group of persons acting together, may hold or control in particular
commodities. The position limits established by the CFTC apply to grains,
soybeans, cotton, eggs and potatoes. U.S. exchanges have established speculative
position limits for all commodity contracts for which no such limits have been
established. The CFTC has adopted a statement of policy with respect to the
treatment of positions held by a commodity pool, such as the Partnership, under
its rules relating to the aggregation of futures positions for purposes of
determining compliance with speculative position limits. In connection
therewith, futures positions of the Partnership are allocated only to the person
or entity controlling trading decisions for the Partnership and not to the
limited partners. Currently, all of the positions held by all accounts owned or
controlled directly or indirectly by the Advisors and their principals will be
aggregated with the Partnership's positions. Depending upon the total amount of
funds being managed in both the Partnership's account and other accounts
controlled directly or indirectly by the Advisors, such position limits may
affect the ability of the Advisor to establish particular positions in certain
commodities for the Partnership or may require the liquidation of positions.
In addition, pursuant to authority in the CEA, the NFA has been formed and
registered with the CFTC as a self-regulatory body in order to relieve the CFTC
of the burden of direct regulation of commodity professionals. The NFA is
required to establish and enforce for its members training standards and
proficiency tests, minimum financial requirements and standards of fair
practice. Pursuant to permission granted in the CEA, the CFTC has delegated some
of its registration functions to the NFA. The Advisors, the General Partner and
SB are each members of the NFA.
The above-described regulatory structure may be modified by rules and
regulations promulgated by the CFTC or by legislative changes enacted by the
Congress. Furthermore, the fact of CFTC registration of the General Partner and
SB does not imply that the CFTC has passed upon or approved this offering or
their qualifications to act as described in this Prospectus.
MARGINS
Commodity futures contracts are customarily bought and sold on margins
which range upward from as little as less than one percent of the purchase price
of the contract being traded. Because of these low margins, price fluctuations
occurring in commodity futures markets may create profits and losses which are
greater than are customary in other forms of investment or speculation. Margin
is the minimum amount of funds which must be deposited by the commodity futures
trader with his commodity broker in order to initiate futures trading or to
maintain his open positions in futures contracts. A margin deposit is not a
partial payment, as it is in connection with the trading of securities, but is
like a cash performance bond; it helps assure the trader's performance of the
commodity futures contract. Since the margin deposit is not a partial payment of
the purchase price, the trader does not pay interest to his broker on a
remaining balance. The minimum amount of margin required in regard to a
particular futures contract is set from time to time by the exchange upon which
such commodity futures contract is traded and may be modified from time to time
by the exchange during the term of the contract. Brokerage firms carrying
accounts for traders in commodity futures contracts may increase the amount of
margin required as a matter of policy in order to afford further protection for
themselves. SB intends to require the Partnership to meet its standard customer
margin requirements, which are generally greater than exchange minimum levels.
When the market value of a particular open commodity futures position
changes to a point where the margin on deposit does not satisfy the maintenance
margin requirements, a margin call will be made by the trader's broker. If the
margin call is not met within a reasonable time, the broker is required to close
out the trader's position. Margin requirements are computed each day by the
trader's commodity broker. With respect to the Partnership's trading, the
Partnership, and not the limited partners personally, will be subject to the
margin calls.
SB will not require the Partnership to meet and maintain margin on its
forward contracts.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Salomon Smith Barney Global Diversified Futures Fund L.P.:
In our opinion, the accompanying statement of financial condition presents
fairly, in all material respects, the financial position of Salomon Smith Barney
Global Diversified Futures Fund L.P. ("the Fund") at August 14, 1998, in
conformity with generally accepted accounting principles. This financial
statement is the responsibility of the Fund's management; our responsibility is
to express an opinion on this financial statement based on our audit. We
conducted our audit of this statement in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
August 14, 1998
100
<PAGE> 109
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L.P.
STATEMENT OF FINANCIAL CONDITION
AUGUST 14, 1998
ASSETS
<TABLE>
<S> <C>
Cash........................................................ $2,000
------
Total assets.............................................. $2,000
======
PARTNERS' CAPITAL
Partners' capital........................................... 2,000
------
$2,000
======
</TABLE>
NOTES TO FINANCIAL STATEMENTS
1. PARTNERSHIP ORGANIZATION:
Salomon Smith Barney Global Diversified Futures Fund L.P. (the
"Partnership") is a limited partnership which was organized on June 15, 1998
under the partnership laws of the State of New York to engage in the speculative
trading of a diversified portfolio of commodity interests including futures
contracts, options, forward contracts and physicals. The commodity interests
that will be traded by the Partnership are volatile and involve a high degree of
market risk. The Partnership has not yet commenced operations. The only
transactions to date are the original capital contributions of $1,000 by the
General Partner, Smith Barney Futures Management Inc. and $1,000 by the Initial
Limited Partner. The General Partner has agreed to make capital contributions so
that its General Partnership interest will be the greater of (i) 1% of the
partners' contributions to the Partnership or (ii) $25,000. The Limited
Partnership Agreement provides that 15,000 units of limited partnership interest
("Units") must be sold at $1,000 per Unit prior to commencement of trading
activities. All subscriptions plus interest earned thereon are to be refunded
should less than 15,000 Units be sold during the subscription period or
extension thereof. The minimum subscription is $5,000 except that subscriptions
for employee benefit plans can be made for a minimum of $2,000. The Partnership
is authorized to sell 100,000 Units.
The General Partner is an affiliate of Smith Barney Inc. ("SB"), the
Partnership's commodity broker (see Note 3c). The General Partner and each
limited partner will share in the profits and losses of the Partnership in
proportion to the amount of partnership interest owned by each except that no
limited partner shall be liable for obligations of the Partnership in excess of
his initial capital contribution and profits, if any, net of distributions.
The Partnership will be liquidated upon the first to occur of the
following: December 31, 2018; the net asset value of a Unit decreases to less
than $400 as of a close of any business day; or under certain other
circumstances as defined in the Limited Partnership Agreement.
2. ACCOUNTING POLICIES:
a. All commodity interests (including derivative financial instruments and
derivative commodity instruments) are used for trading purposes. The commodity
interests will be recorded on trade date and open contracts will be recorded in
the statement of financial condition at market value for those commodity
interests for which market quotations are readily available or at fair value on
the last business day of the period. Investments in commodity interests
denominated in foreign currency will be translated into U.S. dollars at the
exchange rates prevailing on the last business day of the period. Realized gain
(loss) and
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<PAGE> 110
changes in unrealized values on commodity interests will be recognized in the
period in which the contract is closed or the changes occur and will be included
in net gains (losses) on trading of commodity interests.
b. Income taxes will not be provided as each partner is individually liable
for the taxes, if any, on his share of the Partnership's income and expenses.
c. 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 at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
3. AGREEMENTS:
a. Limited Partnership Agreement:
The General Partner administers the business and affairs of the Partnership
including selecting one or more advisors to make trading decisions for the
Partnership.
b. Management Agreements:
The General Partner, on behalf of the Partnership, has entered into
Management Agreements with Campbell & Company, Inc. ("Campbell"), Eagle Trading
Systems Inc. ("Eagle"), Eckhardt Trading Company ("Eckhardt") and Rabar Market
Research, Inc. ("Rabar") (collectively, the "Advisors"), registered commodity
trading advisors. The Advisors are not affiliated with one another and none is
affiliated with the General Partner or SB and are not responsible for the
organization or operation of the Partnership. The Partnership will pay each
Advisor a monthly management fee equal to 1/6 of 1% (2% per year) of month-end
Net Assets allocated to the Advisor (Eagle's management fee will be reduced by
its pro rata share of administrative and filing fees). In addition, the
Partnership is obligated to pay each Advisor an incentive fee payable annually
equal to 20% of the New Trading Profits earned by each Advisor for the
Partnership (except Eagle, which will receive an incentive fee of 23% of New
Trading Profits).
c. Customer Agreement:
The Partnership has entered into a Customer Agreement which provides that
the Partnership will pay SB (i) a monthly brokerage fee equal to 9/20 of 1%
(5.4% per year) of month-end Net Assets, as defined, allocated to Eagle,
Eckhardt and Rabar, in lieu of brokerage commissions on a per trade basis, and
(ii) brokerage commissions of $54.00 per round turn on trades executed by
Campbell. SB will pay a portion of brokerage fees to its financial consultants
who have sold Units in this Partnership. Brokerage fees will be paid for the
life of the Partnership, although the rate at which such fees are paid may be
changed. The Partnership will pay for National Futures Association ("NFA") fees,
exchange, clearing, user, give-up and floor brokerage fees. SB has agreed to pay
the Partnership interest on 80% of the average daily equity maintained in cash
in the Partnership's account during each month at a 30-day U.S. Treasury bill
rate determined weekly by SB based on the average non-competitive yield on
3-month U.S. Treasury bills maturing in 30 days (or on the maturity date closest
thereto) from the date on which such weekly rate is determined. The Customer
Agreement provides that SB and the Partnership have the right to offset any
unrealized gains and losses on the Partnership's open positions and to net any
open orders for the purchase or sale of any property of the Partnership. The
Customer Agreement may be terminated upon notice by either party. The
Partnership will reimburse SB for the Partnership's organizational and offering
expenses in equal installments over the first 24 months of trading (see Note 5).
4. DISTRIBUTIONS AND REDEMPTIONS:
Distributions of profits, if any, will be made at the sole discretion of
the General Partner and at such times as the General Partner may decide. A
limited partner may require the Partnership to redeem his Units at their
Redemption Net Asset Value as of the last day of each month ending at least 6
months after their issuance on 10 days' notice to the General Partner. No fee
will be charged for redemptions. Redemption Net Asset Value differs from Net
Asset Value calculated for financial reporting purposes in that the accrued
liability for
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reimbursement of offering and organization expenses will not be included in the
calculation of Redemption Net Asset Value.
5. ORGANIZATION AND OFFERING EXPENSES:
SB will initially bear the Partnership's organization and offering expenses
(estimated at $700,000) incurred in connection with the issuance and
distribution during the Initial Offering Period of the securities being
registered. SB will be reimbursed the offering and organization expenses
(together with interest at the prime rate quoted by The Chase Manhattan Bank) by
the Partnership in equal installments over the first 24 months of trading. These
expenses will be charged to Partners' Capital upon the commencement of
operations; however, the accrued liability for reimbursement of offering and
organization expenses will not reduce Net Asset Value per Unit for any purpose
(other than financial reporting), including calculation of advisory and
brokerage fees and the redemption value of Units.
6. TRADING ACTIVITIES AND FINANCIAL INSTRUMENT RISK
The Partnership was formed for the purpose of trading contracts in a
variety of commodity interests, including derivative financial instruments and
derivative commodity instruments. All of the commodity interests owned by the
Partnership will be held for trading purposes; however, the Partnership has not
yet commenced operations and currently owns no commodity interests.
The Partnership may be party to financial instruments with off-balance
sheet risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial instruments
include forwards, futures, options and physicals, whose value is based upon an
underlying asset, index, or reference rate, and generally represent future
commitments to exchange currencies or cash flows, to purchase or sell other
financial instruments at specific terms at specified future dates, or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash or with another financial instrument. These instruments may be
traded on an exchange or over-the-counter ("OTC"). Exchange traded instruments
are standardized and include futures and certain option contracts. OTC contracts
are negotiated between contracting parties and include forwards and certain
options. Each of these instruments is subject to various risks similar to those
related to the underlying financial instruments including market and credit
risk. In general, the risks associated with OTC contracts are greater than those
associated with exchange traded instruments because of the greater risk of
default by the counterparty to an OTC contract.
Market risk is the potential for changes in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in commodity or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.
Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. The Partnership
expects that its sole counterparty with respect to OTC contracts will be SB.
Credit risk with respect to exchange traded instruments is reduced to the extent
that an exchange or clearing organization acts as a counterparty to the
transactions. The Partnership's risk of loss in the event of counterparty
default is typically limited to the amounts recognized in the statement of
financial condition and not represented by the contract or notional amounts of
the instruments. The Partnership will have concentration risk because the sole
broker with respect to the Partnership's assets will be SB.
The General Partner will monitor and control the Partnership's risk
exposure on a daily basis through financial, credit and risk management
monitoring systems and, accordingly, believes that it has effective procedures
for evaluating and limiting the credit and market risks to which the Partnership
will be subject. These monitoring systems allow the General Partner to
statistically analyze actual trading results with risk adjusted performance
indicators and correlation statistics. In addition, on-line monitoring systems
provide account analysis of futures, forwards and options positions by sector,
margin requirements, gain and loss transactions and collateral positions.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Smith Barney Futures Management Inc.:
We have audited the accompanying statement of financial condition of Smith
Barney Futures Management Inc. (the "Company," a wholly-owned subsidiary of
Salomon Smith Barney Holdings Inc.) as of December 31, 1997. This statement of
financial condition is the responsibility of the Company's management. Our
responsibility is to express an opinion on this statement of financial condition
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 statement of financial condition is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of financial condition.
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 statement of financial condition referred to above
presents fairly, in all material respects, the financial position of Smith
Barney Futures Management Inc. as of December 31, 1997, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
New York, New York
March 31, 1998
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<PAGE> 113
SMITH BARNEY FUTURES MANAGEMENT INC.
(A WHOLLY-OWNED SUBSIDIARY OF SALOMON SMITH BARNEY HOLDINGS INC.)
STATEMENT OF FINANCIAL CONDITION
JUNE 30, 1998 (UNAUDITED) AND DECEMBER 31, 1997
ASSETS
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1998
------------- -----------------
(UNAUDITED)
<S> <C> <C>
Receivable from limited partnerships........................ $ 4,019,956 $ 4,525,054
Receivable from affiliate................................... 3,736,271 2,096,888
Investments in limited partnerships, at equity.............. 9,715,033 9,419,858
Other assets................................................ 88,549 32,989
------------ ------------
Total Assets...................................... $ 17,559,810 $ 16,074,789
============ ============
LIABILITIES & STOCKHOLDER'S EQUITY
Dividend payable to SSBHI................................... $ 0 $ 1,500,000
Accounts payable and accrued liabilities.................... 126,701 160,611
------------ ------------
Total Liabilities................................. 126,701 1,660,611
------------ ------------
Common stock, no par value, 3,000 shares authorized, 200
shares issued and outstanding (100 shares, $1 stated
value; 100 shares, no stated value)....................... 100 100
Additional paid-in capital.................................. 67,413,746 67,413,746
Retained earnings........................................... 8,019,262 5,000,332
------------ ------------
75,433,008 72,414,178
Less: Note receivable from SSBHI............................ (58,000,000) (58,000,000)
------------ ------------
17,433,108 14,414,178
------------ ------------
Total Liabilities & Stockholder's Equity.......... $ 17,559,810 $ 16,074,789
============ ============
</TABLE>
The accompanying notes are an integral part of this statement of financial
condition.
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<PAGE> 114
SMITH BARNEY FUTURES MANAGEMENT INC.
(A WHOLLY-OWNED SUBSIDIARY OF SALOMON SMITH BARNEY HOLDINGS INC.)
NOTES TO STATEMENT OF FINANCIAL CONDITION
1. ORGANIZATION
Smith Barney Futures Management Inc. (the "Company") is a wholly-owned
subsidiary of Salomon Smith Barney Holdings Inc. ("SSBHI") which is a
wholly-owned subsidiary of Travelers Group Inc. ("Travelers"). On November 28,
1997 Smith Barney Holdings Inc. was merged with Salomon Inc to form SSBHI. The
Company is registered as a commodity pool operator with the Commodity Futures
Trading Commission. The Company was organized and is authorized to act as a
general partner for the management of investment funds. At December 31, 1997,
the Company is the general partner for 21 limited partnerships (the "limited
partnerships") with total assets of $758,485,796, total liabilities of
$17,676,281 and total partners' capital of $740,809,515. The limited
partnerships are organized to engage in the speculative trading of commodity
futures contracts and other commodity interests. The Company's responsibilities
as the general partner are described in the various limited partnership
agreements. The Company has a general partner's liability which is unlimited
(except to the extent it may be limited by the limited partnership agreement)
with respect to the limited partnerships.
2. SIGNIFICANT ACCOUNTING POLICIES
The statement of financial condition is prepared in accordance with
generally accepted accounting principles which requires the use of management's
best judgment and estimates. Estimates may vary from actual results.
Investments in limited partnerships, at equity, are valued at the Company's
proportionate share of the net asset values as reported by the limited
partnerships and approximate fair value. The limited partnerships value
positions at the closing market quotations on the last business day of the year.
The carrying value of all other financial instruments in the statement of
financial condition approximate their fair values as they are either short term
in nature or interest-bearing at floating rates.
Under the terms of each of the limited partnership agreements for which it
is a general partner, the Company is solely responsible for managing the
partnership. Other responsibilities are disclosed in each limited partnership
agreement. The Company is required to make a capital contribution to each such
limited partnership. The limited partnership agreements generally require the
general partner to maintain a cash investment in the limited partnerships equal
to the greater of (i) an amount which will entitle the general partner to an
interest of 1% in each material item of partnership income, gain, loss,
deduction or credit or (ii) the greater of (a) 1% of the aggregate capital
contributions of all partners or (b) a minimum of $25,000. While it is the
general partner thereof, it may not reduce its percentage interest in such
limited partnerships to less than such required level, as defined in each
limited partnership agreement.
Consistent with the limited partnership agreements, the Company received an
opinion of counsel that it may maintain its net worth, as defined in the limited
partnership agreements (excluding its investment in each such limited
partnership), at an amount not less than 5% of the total contributions to the
limited partnerships by all partners. SSBHI will contribute such amounts of
additional capital to the Company, all or part of which may be contributed by a
note (see Note 3), so that the Company may maintain its net worth requirement.
This requirement was met at December 31, 1997.
Receivable from limited partnerships includes deferred offering costs which
represent payments made by the Company on behalf of certain limited partnerships
during their original offering, such as legal fees, printing costs, etc. These
costs are deferred until the limited partnerships commence operations and then
are reimbursed over a period varying from eighteen to twenty-four months or as
interest income is earned by the limited partnership in accordance with the
limited partnership's prospectus. The deferred offering costs at December 31,
1997 were $615,400. Repayment of these costs is not contingent upon the
operating results of
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SMITH BARNEY FUTURES MANAGEMENT INC.
(A WHOLLY-OWNED SUBSIDIARY OF SALOMON SMITH BARNEY HOLDINGS INC.)
NOTES TO STATEMENT OF FINANCIAL CONDITION -- (CONTINUED)
the limited partnerships. In addition, as general partner, the Company earns
monthly management fees and commissions from the limited partnerships as defined
by the limited partnership agreements. Management fees and commission
receivables at December 31, 1997 were $3,909,654.
3. NOTE RECEIVABLE
The note receivable consists of a $58,000,000 demand note dated June 22,
1994 which is non-interest bearing. The demand note was issued to the Company by
SSBHI.
4. RELATED PARTY TRANSACTIONS
Substantially all transactions of the Company, including the allocation of
certain income and expenses, are with SSBHI, limited partnerships of which it is
the general partner, and other affiliates. Receivable from affiliate represents
amounts due from Smith Barney Inc., a wholly-owned subsidiary of SSBHI, for
interest income, advisory fees, and commissions.
5. INCOME TAXES
Under income tax allocation agreements with SSBHI and Travelers, the
Company's Federal, state, and local income taxes are provided on a separate
return basis and are subject to utilization of tax attributes in Traveler's
consolidated income tax provision. Under the tax sharing agreement with SSBHI,
the Company remits taxes to SBHI. As of December 31, 1997, all taxes have been
remitted to SSBHI.
6. EMPLOYEE BENEFIT PLANS
The Company participates in a noncontributory defined benefit pension plan
with Travelers which covers substantially all U.S. employees.
The Company, through Travelers, has a defined contribution employee savings
plan covering substantially all U.S. employees. In addition, the Company has
various incentive plans under which stock of Travelers is purchased for
subsequent distribution to employees, subject to vesting requirements.
7. STOCKHOLDERS EQUITY
During the year the Company declared dividends of $4,500,000 and
distributed $3,000,000 on its outstanding common stock. Other than net income
there were no other changes to equity.
8. SUBSEQUENT EVENTS
On March 31, 1998, the Company declared a dividend in the amount of
$1,000,000 payable to SSBHI.
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SALOMON SMITH BARNEY HOLDINGS INC.
Salomon Smith Barney Holdings Inc. ("SSBHI") provides investment banking,
securities and commodities trading, brokerage, asset management and other
financial services through its subsidiaries. As used herein, "Company" refers to
SSBHI and its consolidated subsidiaries. Investment banking and securities
trading activities are principally conducted by Salomon Brothers Holding Company
Inc ("SBHC") and Smith Barney Inc. ("Smith Barney") and their subsidiaries and
affiliated companies. Salomon Smith Barney provides capital raising, advisory,
research and brokerage services to its customers, and executes proprietary
trading strategies on its own behalf. Asset management services are provided
principally through Mutual Management Corp. (formerly Smith Barney Mutual Funds
Management Inc.), Smith Barney and Salomon Brothers Asset Management Inc. The
Company's commodities trading business is conducted principally by Phibro Inc.
and its subsidiaries.
On November 28, 1997, a newly formed wholly owned subsidiary of Travelers
Group Inc. ("Travelers Group") was merged into Salomon Inc ("Salomon"). Pursuant
to the merger agreement, stockholders of Salomon received shares of stock of
Travelers Group and Salomon became a wholly owned subsidiary of Travelers Group.
Also on November 28, Salomon and Smith Barney Holdings Inc. were merged (the
"Merger"), with SSBHI continuing as the surviving corporation of the Merger. The
summary financial information gives retroactive effect to the Merger as a
combination of entities under common control in a transaction accounted for in a
manner similar to a pooling of interests. The pooling of interests method of
accounting requires the restatement of all periods presented as if Salomon and
Smith Barney Holdings Inc. had always been combined.
Travelers Group (formerly The Travelers Inc.), the Company's parent, is a
diversified financial services holding company engaged, through its
subsidiaries, principally in four business segments: (i) Investment Services
(primarily through the Company), including Asset Management; (ii) Consumer
Finance Services; (iii) Property & Casualty Insurance Services; and (iv) Life
Insurance Services.
The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013, telephone 212-816-6000. The Company was incorporated
in Delaware in 1960.
The following is audited summary information for the Company for the years
ending December 31, 1995, December 31, 1996 and December 31, 1997.
SUMMARY FINANCIAL INFORMATION
(AMOUNTS IN MILLIONS, EXCEPT WHERE INDICATED)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
QUARTER ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31,
JUNE 30, 1998 1997 1996 1995
------------- ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income Statement Data
Revenues.................... $ 11,853 $ 21,477 $ 18,843 $17,487
Income from Continuing
Operations before Income
Taxes.................... $ 969 $ 1,820 $ 3,064 $ 1,820
Net Income.................. $ 601 $ 1,145 $ 1,500 $ 1,052
Balance Sheet Data
Total Assets................ $304,006 $276,620 $246,114
Total Liabilities........... $293,935 $267,757 $237,734
Preferred stock............. $ 400 -- $ 450
Total Preferred
Securities............... $ 345 $ 345 $ 345
Stockholder's Equity........ $ 9,326 $ 8,518 $ 7,615
</TABLE>
The General Partner will provide a copy of the Company's annual report as
filed with the SEC to any limited partner requesting it.
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GLOSSARY
The following glossary may assist the prospective investor in understanding
the terms used in this Prospectus. It should be noted preliminarily that
commodity futures contracts are contracts made on or through a commodity
exchange, and generally provide for future delivery of agricultural and
industrial commodities, foreign currencies and financial instruments. Such
contracts are uniform for each commodity and vary only with respect to price and
delivery time. A commodity futures contract to accept delivery (buy) is referred
to as a "long" contract; conversely a contract to make delivery (sell) is
referred to as a "short" contract. Until a commodity futures contract is
satisfied by delivery or offset it is said to be an "open" position. Other terms
used herein include the following:
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.
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 such capacity.
Churning. Engaging in excessive trading with respect to a commodity
account for the purpose of generating brokerage commissions.
Commission. The fee charged by a broker for executing a trade in a
commodity account of a customer. SB charges most customers, but not the
Partnership, commissions per futures contract on a "round-turn" basis,
i.e., only upon the closing of an open position.
Commodity. The term commodity refers to goods, wares, merchandise,
produce and in general everything that is bought and sold in commerce,
including financial instruments. Out of this large class, certain
commodities have been selected as appropriate vehicles for trading on
various national and international exchanges located in principal marketing
and commercial areas. Among the commodities currently traded are wheat,
corn, oats, hogs, sugar, cotton, lumber, copper, silver, gold, T-Bills,
stock indices and foreign currency.
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.
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.
Daily price fluctuation limit. The maximum permitted fluctuation
(imposed by an exchange and approved by the CFTC) in the price of a futures
contract for a given commodity that can occur on an exchange on a given day
in relation to the previous day's settlement price. Such maximum permitted
fluctuation is subject to change from time to time by the exchange.
Delivery. The process of satisfying a commodity futures contract by
transferring ownership of a specified quantity and grade of a cash
commodity to the purchaser thereof. Certain financial instrument futures
contracts are not settled by delivery of the financial instrument, but
rather are settled in cash.
Forward contract. A contract relating to the purchase and sale of a
physical commodity for delivery at a future date. It is distinguished from
a futures contract in that it is not traded on an exchange and it contains
terms and conditions specifically negotiated by the parties.
Limit order. An order to execute a trade at a specified price or
better. As contrasted with a stop order, a limit order does not become a
market order when the limit price is reached.
Margin. Good faith deposits with a broker to assure fulfillment of a
purchase or sale of a commodity futures contract. Commodity margins do not
involve the payment of interest.
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<PAGE> 118
Margin call. A demand for additional funds after the initial good
faith deposit required to maintain a customer's account in compliance with
the requirements of a particular commodity exchange or a commodity broker.
Market order. An order to execute a trade at the prevailing price as
soon as possible.
Net Assets. The total assets of the Partnership including all cash,
plus Treasury securities at accrued interest and the market value of all
open commodity positions maintained by the Partnership, less brokerage
charges accrued and less all other liabilities of the Partnership,
determined in accordance with generally accepted accounting principles
under the accrual basis of accounting. Net Assets equal Net Asset Value.
Net Asset Value of a Unit. Net Assets divided by the aggregate number
of Units of limited and general partnership interest outstanding.
Net Worth. The excess of total assets over total liabilities as
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, reallocations or capital distributions, if any,
made during the period decreased by interest or other income, not directly
related to trading activity, earned on Partnership assets during the
period, whether the assets are held separately or in margin accounts.
Notional Funds. Funds not actually held in a client's account but
that have been committed by a client to the trading activity of a commodity
trading advisor.
Option. A contract giving the purchaser the right, as opposed to the
obligation, to acquire or to dispose of the commodity or commodity futures
contract underlying the option.
Organizational and Offering Expenses. All expenses incurred by the
Partnership in connection with and in preparing the Partnership 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 Units under federal and state law, including taxes and fees,
accountants' and attorneys' fees.
Pit brokerage fees. Includes floor brokerage, clearing fees, National
Futures Association fees and exchange fees.
Position limit. The maximum number of futures contracts for a given
commodity that can be held or controlled at one time by one person or a
group of persons acting together. Such limitation is imposed by the CFTC or
an exchange.
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.
Round-turn Transaction. The process of "opening" an investment in a
commodity interest by taking a position together with the process of
"closing" out that investment by undertaking an offsetting transaction.
SB standard public customer rates. Brokerage commissions which SB
charges to its public customers, including individuals, which rates change
from time to time.
Settlement price. The closing price for futures contracts in a
particular commodity established by the clearing house or exchange after
the close of each day's trading.
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Sponsor. Any person directly or indirectly instrumental in organizing
the Partnership or any person who will manage or participate in the
management of the Partnership, including a commodity broker who pays any
portion of the organizational expenses of the Partnership, the General
Partner and any other person who regularly performs or selects the persons
who perform services for the Partnership. 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.
Spot contract. A cash market transaction in which the buyer and
seller agree to the immediate purchase and sale of a specific commodity
lot, usually with a two-day settlement.
Spread or Straddle. A commodity trading strategy involving the
simultaneous buying and selling of contracts on the same commodity but
involving different delivery dates or markets and in which the trader
expects to earn a profit from a widening or narrowing of the difference
between the prices of the two contracts.
Stop order. An order given to a broker to execute a trade in a
commodity futures contract when the market price for the contract reaches
the specified stop order price. Stop orders may be utilized to protect
gains or limit losses on open positions or to enter into new positions.
Stop orders become market orders when the stop price is reached.
Unrealized profit or loss. The profit or loss which would be realized
on an open position if it were closed out at the current settlement price.
Valuation Date. The date as of which the Net Assets of the
Partnership are determined.
Valuation Period. A regular period of time between Valuation Dates.
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<PAGE> 121
EXHIBIT A
----------------------
LIMITED PARTNERSHIP AGREEMENT
----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Paragraph and Subject Page
--------------------- ----
<C> <S> <C>
1. Formation and Name.............. A-1
2. Principal Office................ A-1
3. Business........................ A-1
4. Term, Dissolution and
Fiscal Year................... A-1
Term............................ A-1
Dissolution..................... A-2
Fiscal Year..................... A-2
5. Net Worth of General Partner.... A-2
6. Capital Contributions and Units
of Partnership Interest....... A-2
7. Allocation of Profits and
Losses........................ A-3
Capital Accounts................ A-3
Allocations..................... A-3
Allocation of Profit and Loss
for Federal Income Tax
Purposes...................... A-3
Definitions..................... A-4
Expenses and Limitation
Thereof....................... A-5
Limited Liability of Limited
Partners...................... A-5
Return of Limited Partner's
Capital Contribution.......... A-5
Distributions................... A-5
8. Management of the Partnership... A-5
9. Audits and Reports to Limited
Partners...................... A-7
</TABLE>
<TABLE>
<CAPTION>
Paragraph and Subject Page
--------------------- ----
<C> <S> <C>
10. Transfer and Redemption
of Units...................... A-8
Initial Limited Partner......... A-8
Transfer........................ A-8
Redemption...................... A-9
11. Public Offering of Units of
Limited Partnership
Interest...................... A-9
12. Admission of Additional
Partners...................... A-10
13. Special Power of Attorney....... A-10
14. Withdrawal of a Partner......... A-10
15. No Personal Liability for Return
of Capital.................... A-11
16. Indemnification................. A-11
17. Amendments; Meetings............ A-11
Amendments with Consent of the
General Partner............... A-11
Meetings........................ A-11
Amendments and Actions without
Consent of the General
Partner....................... A-12
Continuation.................... A-12
18. Governing Law................... A-12
19. Miscellaneous................... A-12
Priority among Limited
Partners...................... A-12
Notices......................... A-12
Binding Effect.................. A-12
Captions........................ A-13
</TABLE>
<PAGE> 122
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<PAGE> 123
EXHIBIT A
LIMITED PARTNERSHIP AGREEMENT
This Limited Partnership Agreement dated as of June 15, 1998, by and
between Smith Barney Futures Management Inc., 390 Greenwich Street, New York,
New York 10013 (the "General Partner"), and David J. Vogel (the "Initial Limited
Partner") and those other parties who shall execute this Agreement, whether in
counterpart or by attorney-in-fact, as limited partners (the Initial Limited
Partner and such other parties are collectively, the "Limited Partners") (the
General Partner and Limited Partners may be collectively referred to herein as
"Partners"),
W I T N E S S E T H :
WHEREAS, the parties hereto desire to form and continue a limited
partnership for the purpose of trading in commodity interests including futures
contracts, options and forward contracts;
NOW, THEREFORE, the parties hereto agree as follows:
1. FORMATION AND NAME.
The parties hereto hereby form a limited partnership under the New York
Uniform Limited Partnership Act. The name of the limited partnership is Salomon
Smith Barney Global Diversified Futures Fund L.P. (the "Partnership"). The
General Partner shall execute and file a Certificate of Limited Partnership in
accordance with the provisions of the New York Revised Uniform Limited
Partnership Act and execute, file, record and publish, as appropriate, such
amendments, restatements and other documents as are or become necessary or
advisable, as determined by the General Partner.
2. PRINCIPAL OFFICE.
The principal office of the Partnership shall be 390 Greenwich Street, New
York, New York 10013 or such other place as shall be designated by the General
Partner.
3. BUSINESS.
(a) The Partnership business and purpose is to trade, buy, sell or
otherwise acquire, hold or dispose of interests in commodities of all
descriptions, including futures contracts, commodity options, forward contracts
and any other rights or interests pertaining thereto.
(b) The objective of the Partnership business is appreciation of its assets
through speculative diversified trading. The Partnership shall not:
(1) engage in the pyramiding of its positions by using unrealized
profit on existing positions as margin for the purchase or sale of
additional positions in the same or related commodities;
(2) utilize borrowings except short-term borrowings if the Partnership
takes delivery of cash commodities, provided that neither the deposit of
margin with a commodity broker nor obtaining and drawing on a line of
credit with respect to forward contracts shall constitute borrowing; or
(3) permit the churning of its account.
4. TERM, DISSOLUTION AND FISCAL YEAR.
(a) Term. The term of the Partnership shall commence on the date the
Certificate of Limited Partnership is filed in the office of the Secretary of
State of the State of New York, and shall end upon the first to occur of the
following: (1) December 31, 2018; (2) receipt by the General Partner of an
election to dissolve the Partnership at a specified time by Limited Partners
owning more than 50% of the Units of Limited Partnership Interest then
outstanding, notice of which is sent by registered mail to the General Partner
not less
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than 90 days prior to the effective date of such dissolution; (3) assignment by
the General Partner of all of its interest in the Partnership, withdrawal,
removal, bankruptcy, or any other event that causes the General Partner to cease
to be a general partner under the Partnership Act (unless the Partnership is
continued pursuant to Paragraph 17); (4) any event which shall make it unlawful
for the existence of the Partnership to be continued; or (5) if Net Asset Value
falls below $400 as of the end of any business day after trading.
(b) Dissolution. Upon the dissolution of the Partnership, the assets of
the Partnership shall be distributed to creditors, including any Partners who
may be creditors, to the extent otherwise permitted by law, in satisfaction of
liabilities of the Partnership (whether by payment or the making of reasonable
provision for payment thereof) other than liabilities for which reasonable
provision for payment has been made and liabilities for distributions to
Partners; to Partners and former Partners in satisfaction of liabilities for
distributions; and to Partners first for the return of their contributions and
second respecting their partnership interests, in the proportions in which the
Partners share in distributions. Following distribution of the assets of the
Partnership, a Certificate of Cancellation for the Partnership shall be filed as
required by the Partnership Act.
(c) Fiscal Year. The fiscal year of the Partnership will commence on
January 1 and end on December 31 each year ("fiscal year"). Each fiscal year of
the Partnership is divided into four fiscal quarters commencing on the first day
of January, April, July and October ("fiscal quarter").
5. NET WORTH OF GENERAL PARTNER.
The General Partner agrees that at all times after the termination of the
initial offering period of the Partnership's Units of Limited Partnership
Interest described in Paragraph 11 hereof (the "Public Offering"), so long as it
remains the General Partner of the Partnership, it will maintain a Net Worth (as
defined below but excluding its capital contribution to the Partnership) equal
to the greater of (a) 5% of the total contributions (including contributions by
the General Partner) to all limited partnerships to which it is a general
partner (including the Partnership) plus (prior to the termination of the Public
Offering) 5% of the Units being offered for sale in the Partnership or (b)
$50,000. In no event will the General Partner be required to maintain a net
worth in excess of the greater of (i) $1,000,000 or (ii) the amount which the
General Partner is advised by counsel as necessary or advisable to ensure that
the Partnership is taxed as a partnership for federal income tax purposes.
For the purposes of this Paragraph 5, Net Worth shall be based upon current
fair market value of the assets of the General Partner. The requirements of this
Paragraph 5 may be modified if the General Partner obtains an opinion of counsel
for the Partnership that a proposed modification will not adversely affect the
classification of the Partnership as a partnership for federal income tax
purposes and will not violate any state securities or blue sky laws to which the
Partnership may be subject from time to time.
6. CAPITAL CONTRIBUTIONS AND UNITS OF PARTNERSHIP INTEREST.
The General Partner shall contribute to the Partnership, immediately prior
to the time the Partnership commences trading activities and as necessary
thereafter, an amount which shall at least equal the greater of (a) 1% of
capital contributions or (b) $25,000. The General Partner's contribution shall
be evidenced by "Units of General Partnership Interest." The General Partner may
not make any transfer or withdrawal of its contribution to the Partnership while
it is General Partner which would reduce its percentage interest in the
Partnership to less than such required interest in the Partnership. Any
withdrawal of any such excess interest by the General Partner may be made only
upon not less than 30 days' notice to the Limited Partners prior to the end of a
fiscal quarter.
Interests in the Partnership, other than those of the General Partner,
shall be evidenced by "Units of Limited Partnership Interest" which the General
Partner on behalf of the Partnership shall, in accordance with the Prospectus
included in the Registration Statement referred to in Paragraph 11, sell to
persons desiring to become Limited Partners. For each Unit of Limited
Partnership Interest purchased prior to the commencement of trading operations,
a Limited Partner shall contribute $1,000 to the capital of the Partnership. For
any Unit (or partial unit rounded to four decimal places) of Limited Partnership
Interest
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<PAGE> 125
purchased thereafter, a Limited Partner shall contribute to the capital of the
Partnership an amount equal to the Net Asset Value of a Unit (or partial unit,
as the case may be) of Limited Partnership Interest as of the close of business
on the day preceding the effective date of such purchase, and shall pay in
addition any selling commission which must be paid with respect to such
purchase. For purposes of such purchases, any accrued liability for
reimbursement of offering and organizational expenses will not reduce Net Asset
Value per Unit. The aggregate of all contributions shall be available to the
Partnership to carry on its business, and no interest shall be paid on any such
contribution. The General Partner may, in its discretion, split the Units at any
time, provided that any such action will not adversely affect the capital
account of any limited partner. All subscriptions for Units of Limited
Partnership Interest made pursuant to the Public Offering of the Units of
Limited Partnership Interest must be on the form provided in the Prospectus.
The proceeds from the sale of the Units of Limited Partnership Interest
pursuant to the Public Offering shall be placed in an escrow account and shall
not be contributed to the capital of the Partnership prior to the termination of
the Initial Offering Period (as defined in the Prospectus). If subscriptions for
at least 15,000 Units of Limited Partnership Interest shall not have been
received and accepted by the General Partner when the Initial Offering Period is
terminated, this Agreement shall terminate, the full amount of all subscriptions
shall be promptly returned to the subscribers, and the Certificate of Limited
Partnership shall be cancelled. If subscriptions for at least 15,000 Units of
Limited Partnership Interest shall have been received and accepted by the
General Partner prior to the termination of the Initial Offering Period, the
proceeds thereof shall be contributed to the capital of the Partnership and the
Partnership shall thereafter commence trading operations. All subscribers shall
receive the interest earned on their subscriptions while held in escrow. All
subscribers who have been accepted by the General Partner shall be deemed
admitted as Limited Partners at the time they are reflected as such on the books
and records of the Partnership.
7. ALLOCATION OF PROFITS AND LOSSES.
(a) Capital Accounts. A capital account shall be established for each
Partner. The initial balance of each Partner's capital account shall be the
amount of his initial capital contribution to the Partnership.
(b) Allocations. As of the close of business on the last day of each month
during each fiscal year of the Partnership, the following determinations and
allocations shall be made:
(1) The Net Assets of the Partnership (as defined in Paragraph
7(d)(1)) before any management and incentive fees payable by the
Partnership as of such date shall be determined.
(2) Monthly management fees, if any, payable by the Partnership as of
such date shall then be charged against Net Assets. Brokerage fees payable
to SB pursuant to Paragraph 7(i) shall be charged pro rata to the capital
accounts of the Units.
(3) Incentive fees, if any, shall then be charged against Net Assets.
(4) Any increase or decrease in Net Assets as of the end of the month
(after the adjustments in subparagraphs (2) and (3) above) shall then be
credited or charged to the capital accounts of each Partner in the ratio
that the balance of each account bears to the balance of all accounts.
(5) The amount of any distribution to a Partner, any amount paid to a
Limited Partner on redemption of Units of Limited Partnership Interest, and
any amount paid to the General Partner on redemption of Units of General
Partnership Interest, shall be charged to that Partner's capital account.
(c) Allocation of Profit and Loss for Federal Income Tax Purposes. The
Partnership's realized capital gain or loss and ordinary income or loss shall be
allocated among the Partners in the ratio that each Partner's capital account
bears to all Partners' capital accounts. Any Partner who redeems Units of
Limited or General Partnership Interest during any fiscal year will be allocated
his proportionate share of the capital gain or loss and ordinary income or loss
realized by the Partnership during the period that such Units of Limited or
General Partnership Interest were owned by such Partner, based on the ratio that
the capital accounts allocable to such acquired or redeemed Units of Limited or
General Partnership Interest bear to the capital accounts allocable to all
Partners' Units of Limited or General Partnership Interest for such period. Any
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<PAGE> 126
Partner who transfers or assigns Units of Limited or General Partnership
Interest during any fiscal year shall be allocated his proportionate share of
the capital gain or loss and ordinary income or loss realized by the Partnership
through the end of the month in which notice of such transfer or assignment is
given to the General Partner in accordance with Paragraph 10(b) hereof, and the
transferee or assignee of such Units shall be allocated his proportionate share
of the capital gain or loss and ordinary income or loss realized by the
Partnership commencing with the month next succeeding the month in which notice
of transfer or assignment is given. The method of allocating gains and losses
for tax purposes may be changed by the General Partner upon receipt of advice
from counsel to the Partnership that such change is required by applicable law
or regulations.
(d) Definitions:
(1) Net Assets. Net Assets of the Partnership shall mean the total
assets of the Partnership including all cash, plus Treasury Bills at
market, accrued interest, and the market value of all open commodity
positions maintained by the Partnership, less brokerage charges accrued and
less all other liabilities of the Partnership, determined in accordance
with generally accepted accounting principles under the accrual basis of
accounting.
(2) Net Asset Value per Unit. The Net Asset Value of each Unit of
Limited Partnership Interest and each Unit of General Partnership Interest
shall be determined by dividing the Net Assets of the Partnership by the
aggregate number of Units of Limited and General Partnership Interest
outstanding.
(3) Capital Contributions. Capital contributions shall mean the total
investment in the Partnership by a Partner or by all Partners, as the case
may be.
(4) New Trading Profits. The excess, if any, of Net Assets managed by
the Advisor at the end of the fiscal period over Net Assets managed by the
Advisor at the end of the highest previous fiscal period or Net Assets
allocated to the Advisor 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, reallocations or
capital distributions, if made during the fiscal period decreased by
interest or other income, not directly related to trading activity, earned
on the Partnership's assets during the fiscal period, whether the assets
are held separately or in margin accounts.
(5) Organizational and Offering Expenses. Organizational and offering
expenses shall mean all expenses incurred by the Partnership in connection
with and in preparing for registration and subsequent 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 activities, charges of
transfer agents, registrars, trustees, escrow holders, depositories,
experts, expenses of qualification of the sale of its Units of Limited
Partnership Interest under federal and state law, including taxes and fees,
accountants' and attorneys' fees.
(6) Valuation Date. The date as of which the Net Assets of the
Partnership are determined.
(7) Valuation Period. A regular period of time between Valuation
Dates.
(8) 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.
(9) 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.
(10) 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.
(11) Sponsor. Any person directly or indirectly instrumental in
organizing the Partnership or any person who will manage or participate in
the management of the Partnership, including a commodity broker who pays
any portion of the organizational expenses of the Partnership, the General
Partner and
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any other person who regularly performs or selects the persons who perform
services for the Partnership. 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.
(e) Expenses and Limitation Thereof. Subject to the limitations set forth
below in this Paragraph 7(e), the Partnership shall bear all commodity brokerage
fees and shall be obligated to pay all liabilities incurred by it, including,
without limitation, all expenses incurred in connection with its trading
activities, and any management and incentive fees. The General Partner shall
bear all other operating expenses except legal, accounting, filing, data
processing and reporting fees and extraordinary expenses. Appropriate reserves
may be created, accrued and charged against Net Assets for contingent
liabilities, if any, as of the date any such contingent liability becomes known
to the General Partner. The aggregate annual expenses of every character paid or
incurred by the Partnership, including management fees, advisory fees and all
other fees, except for incentive fees, commodity brokerage commissions, the
actual cost of legal and audit services and extraordinary expenses, when added
to the customary and routine administrative expenses of the Partnership, shall
in no event exceed, on an annual basis, 1/2 of 1% of Net Assets per month. For
the purpose of this limitation, customary and routine administrative expenses
shall include all expenses of the Partnership other than commodity brokerage
commissions, incentive fees, the actual cost of legal and audit services and
extraordinary expenses. All expenses of the Partnership shall be billed directly
to and paid by the Partnership. If necessary, the General Partner will reimburse
the Partnership, no less frequently than quarterly, for the amount by which
aggregate fees and expenses exceed, on an annual basis, 1/2 of 1% of Net Assets
per month. Reimbursements to the General Partner or its affiliates shall not be
allowed, except for reimbursement of actual cost of legal and audit services
used for or by the Partnership and charges incidental to trading. Expenses
incurred by the General Partner in connection with administration of the
Partnership including but not limited to salaries, rent, travel expenses and
such other items generally falling under the category of overhead, shall not be
charged to the Partnership. In no event will organizational and offering
expenses exceed 15% of the Partners' initial capital contributions. For this
purpose, organizational and offering expenses include interest on loans from SB
to the Partnership for payment of organizational and offering expenses, if any.
(f) Limited Liability of Limited Partners:
(1) Each Unit of Limited Partnership Interest, when purchased by a
Limited Partner, subject to the qualifications set forth below, shall be
fully paid and non-assessable.
(2) A Limited Partner will have no liability in excess of his
obligation to make contributions to the capital of the Partnership and his
share of the Partnership's assets and undistributed profits, subject to the
qualifications provided in New York law.
(g) Return of Limited Partner's Capital Contribution. Except to the extent
that a Limited Partner shall have the right to withdraw capital through
redemption of Units of Limited Partnership Interest or shall be entitled to
distributions in accordance with the terms of this Agreement, no Limited Partner
shall have any right to demand the return of his capital contribution or any
profits added thereto, except upon dissolution of the Partnership. In no event
shall a Limited Partner be entitled to demand and receive property other than
cash.
(h) Distributions. The General Partner shall have sole discretion in
determining what distributions (other than on redemption of Units of Limited
Partnership Interest), if any, the Partnership will make to its Partners.
Distributions shall be pro rata in accordance with the respective capital
accounts of the Partners.
8. MANAGEMENT OF THE PARTNERSHIP.
Except as hereinafter provided, the General Partner, to the exclusion of
all Limited Partners, shall conduct, manage and control the business of the
Partnership including, without limitation, the investment of the funds of the
Partnership. The General Partner shall have fiduciary responsibility for the
safekeeping and use of all funds and assets of the Partnership. The Partnership
shall not permit the limited partners to contract away the fiduciary obligation
owed to the limited partners by the General Partner under common law. Except
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as provided herein, no Partner shall be entitled to any salary, draw or other
compensation from the Partnership. Each Limited Partner hereby undertakes to
advise the General Partner of such additional information as may be deemed by
the General Partner to be required or appropriate to open and maintain an
account or accounts with commodity brokerage firms for the purpose of trading in
commodity contracts.
The General Partner may delegate its responsibility, in whole or in part,
for the investment of the Partnership's assets to one or more qualified trading
advisors and may delegate trading discretion to such persons. If the General
Partner decides to direct trading for the Partnership itself, the General
Partner may nonetheless render advisory services to other clients or accounts
and may use the same trading strategies which are utilized in managing the
Partnership's investments. However, the General Partner agrees and represents
that any such other services will not affect its capacity to continue to render
services to the Partnership of the quality and nature contemplated by this
Agreement. If the General Partner determines to delegate its responsibility for
trading decisions to one or more trading advisors, it may negotiate and enter
into one or more management agreements with the advisor(s) on behalf of the
Partnership, including a management agreement under which the General Partner is
one of the advisors. Any such agreement could obligate the Partnership to pay
management and incentive fees to the advisors in amounts determined by the
General Partner acting in the best interests of the Partnership; provided,
however, that such fees will in no event exceed those permitted under NASAA
Guidelines for the Registration of Commodity Pools (the "Guidelines") and that
neither the General Partner nor any affiliate of the General Partner shall
receive an incentive fee in excess of 15% of New Trading Profits or a management
fee if it or any of its affiliates receives any portion of the brokerage
commissions paid by the Partnership. Specifically, except to the extent
permitted by future changes to the Guidelines, incentive fees paid by the
Partnership to an Advisor shall never exceed 15%, increased by an additional 2%
for each 1% by which the Partnership's aggregate annual expenses are reduced
below 6% annually, of New Trading Profits, calculated not more often than
quarterly on the Valuation Date, over the highest previous Valuation Date.
The General Partner shall monitor the trading and performance of any
trading advisor for the Partnership and shall not permit the "churning" of the
Partnership's account. The General Partner shall calculate the Net Assets of the
Partnership daily and shall make available, upon the request of a Limited
Partner, the Net Asset Value of a Unit of Limited Partnership Interest. The
Partnership shall seek the best price and services available in its commodity
futures brokerage transactions. The Partnership may not enter into an exclusive
brokerage contract. The General Partner is authorized to enter into the Customer
Agreement with Smith Barney Inc. ("SB") described in the Prospectus and to cause
the Partnership to pay SB a monthly brokerage fee equal to up to 9/20 of 1% of
month-end Net Assets (5.4% per year) or $54 per round-turn transaction
(exclusive of fees incurred in connection with trading including exchange,
clearing, floor brokerage, give-up and NFA fees) and to negotiate Customer
Agreements in the future on these or other terms. Any interest or other income
derived from any portion of the Partnership's assets whether held in the
Partnership's margin account or otherwise shall accrue solely to the benefit of
the Partnership except as otherwise provided in the Guidelines. Neither the
General Partner nor any affiliate of the General Partner shall directly or
indirectly pay or award any commissions or other compensation to any person
engaged to sell Units of Limited Partnership Interests or to give investment
advice to a potential Limited Partner, provided, however, that neither the
General Partner nor any affiliate of the General Partner is prohibited from
paying to a registered broker-dealer or other properly licensed person a normal
sales commission, including trail commissions, for selling Units of Limited
Partnership Interests. The General Partner may take such other actions as it
deems necessary or desirable to manage the business of the Partnership
including, but not limited to, the following: opening bank accounts with state
or national banks; paying, or authorizing the payment of, distributions to the
Partners and expenses of the Partnership, such as management fees, brokerage
commissions or fees, legal and accounting fees, printing and reporting fees, and
registration and other fees of governmental agencies; and investing or directing
the investment of funds of the Partnership not being utilized as margin
deposits. Only those goods and services enumerated in the Limited Partnership
Agreement will be those provided by the General Partner to the Partnership.
Except as provided in the Prospectus, the General Partner shall not take any
action with respect to the assets or property of the Partnership which does not
benefit the Partnership.
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The General Partner shall review, not less often than annually and to the
extent practicable, the brokerage rates charged to public commodity pools which
are comparable to the Partnership to determine that the brokerage fees being
paid by the Partnership are competitive with such other rates. The General
Partner may in its discretion, acting in the best interests of the Partnership,
negotiate with SB to amend the Customer Agreement so that the Partnership is
charged brokerage commissions on a round-turn basis instead of the monthly fee
initially contemplated; provided that the commission rate agreed to is
comparable to rates charged to comparable public commodity pools and further
provided that such commissions, including pit brokerage fees will not exceed the
limitation set forth in the Guidelines.
The General Partner shall maintain a list of the names and addresses of,
and interests owned by, all Partners, a copy of which shall be furnished to
Limited Partners upon request either in person or by mail and upon payment of
the cost of reproduction and mailing, and such other books and records relating
to the business of the Partnership at the principal office of the Partnership.
The General Partner shall retain such records for a period of not less than six
years. The Limited Partners shall be given reasonable access to the books and
records of the Partnership.
The Partnership shall not enter into any contract with the General Partner
or any of its affiliates or with any trading advisor which has a term of more
than one year. The Partnership shall make no loans. Assets of the Partnership
will not be commingled with assets of any other entity. Deposit of assets with a
commodity broker or dealer shall not constitute commingling. Except as provided
herein, no person may receive, directly or indirectly, any Net Asset fee for
investment advice or management who shares or participates in any commodity
brokerage commissions or fees from transactions for the Partnership; no broker
(including the General Partner and its affiliates) may pay, directly or
indirectly, rebates or give ups to any trading advisor; and such prohibitions
shall not be circumvented by any reciprocal business arrangements. On loans made
available to the Partnership by the General Partner or any of its affiliates,
the lender may not receive interest in excess of its interest costs, nor may the
lender receive interest in excess of the amounts which would be charged the
Partnership (without reference to the lender's financial abilities or
guarantees) by unrelated banks on comparable loans for the same purpose and the
lender shall not receive points or other financing charges or fees regardless of
the amounts.
Subject to Paragraph 5 hereof, the General Partner may engage in other
business activities and shall not be required to refrain from any other activity
nor disgorge any profits from any such activity, whether as general partner of
additional partnerships for investment in commodity futures contracts or
otherwise. The General Partner may engage and compensate (consistent with the
Guidelines) on behalf of the Partnership from funds of the Partnership, such
persons, firms or corporations, including any affiliated person or entity, as
the General Partner in its sole judgment shall deem advisable for the conduct
and operation of the business of the Partnership.
No person dealing with the General Partner shall be required to determine
its authority to make any undertaking on behalf of the Partnership, nor to
determine any fact or circumstance bearing upon the existence of its authority.
9. AUDITS AND REPORTS TO LIMITED PARTNERS.
The Partnership books and records shall be audited annually by independent
accountants. The Partnership will cause each Partner to receive (i) within 90
days after the close of each fiscal year, audited financial statements including
a balance sheet and statements of income and partners' equity for the fiscal
year then ended, and (ii) within 75 days after the close of each fiscal year,
such tax information as is necessary for him to complete his federal income tax
return. In addition, within 30 days of the end of each month the Partnership
will provide each Limited Partner with reports showing Net Assets and Net Asset
Value per Unit of Limited and General Partnership Interest as of the end of such
month, as well as information relating to the advisory and brokerage fees and
other expenses incurred by the Partnership during such month. Both annual and
monthly reports shall include such additional information as the Commodity
Futures Trading Commission may require under the Commodity Exchange Act to be
given to participants in commodity pools such as the Partnership. The General
Partner shall calculate the Net Asset Value per Unit of Limited and General
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Partnership Interest daily and shall make such information available upon the
request of a Limited Partner for a purpose reasonably related to such Limited
Partner's interest as a limited partner in the Partnership. The General Partner
will submit to state securities law administrators any information which such
administrators require to be filed, including, but not limited to, copies of the
annual and monthly reports to be provided to Limited Partners.
In addition, if any of the following events occur, notice of such event
shall be mailed to each Limited Partner within seven business days of the
occurrence of the event: (i) a decrease in the Net Asset Value of a Unit of
Limited Partnership Interest to 50% or less of the Net Asset Value most recently
reported; (ii) a decrease in assets maintained in cash to 50% or less of the
amount most recently reported; (iii) any material change in contracts with
advisors including any change in advisors or any modification in connection with
the method of calculating the incentive fee; (iv) any change in commodity
brokers or any change to payment or brokerage commissions on a round turn basis;
(v) any change in the General Partner; or (vi) any material change in the
Partnership's trading policies or in any advisor's trading strategies; and (vii)
any other material change affecting the compensation of any party. Any notice
sent pursuant to this paragraph will include a description of the Limited
Partners' voting rights and/or redemption rights under this Agreement.
10. TRANSFER AND REDEMPTION OF UNITS.
(a) Initial Limited Partner. As of the day after trading commences, the
Initial Limited Partner may redeem his Unit for $1,000 and withdraw from the
Partnership.
(b) Transfer. Each Limited Partner expressly agrees that he will not
assign, transfer or dispose of, by gift or otherwise, any of his Units of
Limited Partnership interest or any part or all of his right, title and interest
in the capital or profits of the Partnership without giving written notice of
the assignment, transfer or disposition to the General Partner and that no
assignment, transfer or disposition shall be effective against the Partnership
or the General Partner until the first day of the month next succeeding the
month in which the General Partner receives the written notice described below.
Any assignment, transfer or disposition by an assignee of Units of Limited
Partnership Interest of his interest in the capital or profits of the
Partnership shall not be effective against the Partnership or the General
Partner until the first day of the month next succeeding the month in which the
General Partner receives the written notice described below. If the General
Partner receives an opinion of counsel to the effect that a transfer should be
prohibited in order to protect against treatment as a publicly traded
partnership, such transfer shall be prohibited. Upon advice of counsel, the
General Partner shall eliminate or modify any restrictions on substitutions or
assignment at such time as the restriction is no longer necessary. If an
assignment, transfer or disposition occurs by reason of the death of a Limited
Partner or assignee, such written notice may be given by the duly authorized
representative of the estate of the Limited Partner or assignee and shall be
supported by such proof of legal authority and valid assignment as may
reasonably be requested by the General Partner. The written notice required by
this paragraph shall specify the name and residence address of the assignee, the
date of assignment, shall include a statement by the assignee that he agrees to
give the above-described written notice to the General Partner upon any
subsequent assignment, and shall be signed by the assignor and assignee. The
General Partner may, in its sole discretion, waive receipt of the
above-described notice or waive any defect therein. Any such assignee shall
become a substituted Limited Partner only upon the consent of the General
Partner (which consent may only be withheld for the purpose of preserving the
Partnership's tax status or to avoid adverse legal consequences to the
Partnership), upon the execution of a Power of Attorney by such assignee
appointing the General Partner as his attorney-in-fact in the form contained in
paragraph 13 hereof. The estate or any beneficiary of a deceased Limited Partner
or assignee shall have no right to withdraw any capital or profits from the
Partnership except by redemption of Units of Limited Partnership Interest. Upon
the death of a Limited Partner, his estate shall have any rights of inventory,
accounting, appraisal or examination of Partnership records as are granted by
law. A substituted Limited Partner shall have all the rights and powers and
shall be subject to all the restrictions and liabilities of a Limited Partner of
the Partnership. A substituted Limited Partner is also liable for the
obligations of his assignor to make contributions to the Partnership, but
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shall not be liable for the obligations of his assignor under the Partnership
Act to return distributions received by the assignor, provided, however, that a
substituted Limited Partner shall not be obligated for liabilities unknown to
him at the time he became a substituted Limited Partner and which could not be
ascertained from this Agreement. Each Limited Partner agrees that with the
consent of the General Partner any assignee may become a substituted Limited
Partner without the further act or approval of any Limited Partner. If the
General Partner withholds consent, an assignee shall not become a substituted
Limited Partner and shall not have any of the rights of a Limited Partner except
that the assignee shall be entitled to receive that share of capital or profits
and shall have that right of redemption to which his assignor would otherwise
have been entitled. An assigning Limited Partner shall remain liable to the
Partnership as provided in the Partnership Act, regardless of whether his
assignee becomes a substituted Limited Partner. The transfer of Units of Limited
Partnership Interest shall be subject to all applicable securities laws. The
transferor or assignor shall bear the cost related to such transfer or
assignment. Certificates representing Units of Limited Partnership Interest may
bear appropriate legends to the foregoing effect. Except for transfers by gift,
inheritance, intrafamily transfers, family dissolutions and transfers to
affiliates, no transfer may be made that results in either the transferor or the
transferee holding fewer than three Units.
(c) Redemption. A Limited Partner (or any assignee thereof) may withdraw
some or all of his capital contribution and undistributed profits, if any, from
the Partnership in multiples of the Net Asset Value of a Unit of Limited
Partnership Interest (such withdrawal being herein referred to as "redemption")
as of the last day of a calendar month ending at least 6 months after that
capital contribution was made (the "Redemption Date") after a request for
redemption has been made to the General Partner; provided, that all liabilities,
contingent or otherwise, of the Partnership, except any liability to Partners on
account of their capital contributions, have been paid or there remains property
of the Partnership sufficient to pay them. For the purpose of a redemption, any
accrued liability for reimbursement of offering and organizational expenses will
not reduce Net Asset Value per Unit. As used herein, "request for redemption"
shall mean a letter or oral request in a form specified by the General Partner
received by the General Partner at least 10 days in advance of the Redemption
Date. No partial redemptions are permitted if after giving effect to the
redemption a Limited Partner would own fewer than three Units. Upon redemption a
Limited Partner (or any assignee thereof) shall receive, per Unit of Limited
Partnership Interest redeemed, an amount equal to the Net Asset Value of a Unit
of Limited Partnership Interest as of the Redemption Date, less any amount owing
by such Partner (and his assignee, if any) to the Partnership. If redemption is
requested by an assignee, all amounts owed by the Partner to whom such Unit of
Limited Partnership Interest was sold by the Partnership as well as all amounts
owed by all assignees of such Unit of Limited Partnership Interest shall be
deducted from the Net Asset Value of such Unit of Limited Partnership Interest
upon redemption by an assignee. Payment will be made within 10 business days
after the Redemption Date. The General Partner may temporarily suspend
redemptions if necessary in order to liquidate commodity positions in an orderly
manner, and may, in its discretion, in a particular case, permit redemptions
before the end of any applicable holding period, partial redemptions, or at
times other than month-end.
The General Partner may, in its sole discretion and upon notice to the
Limited Partners, declare a special redemption date on which Limited Partners
may redeem their Units at Net Asset Value, provided that the Limited Partner
submits a request for redemption in a form acceptable to the General Partner.
The General Partner shall declare such a special redemption date whenever the
Partnership experiences a decline in net asset value per unit as of the close of
business on any business day to less than 50% of the net asset value per unit on
the last valuation date. The Partnership shall suspend trading during such
special redemption period.
11. PUBLIC OFFERING OF UNITS OF LIMITED PARTNERSHIP INTEREST.
The General Partner on behalf of the Partnership shall (i) cause to be
filed a Registration Statement, and such amendments thereto as the General
Partner deems advisable, with the United States Securities and Exchange
Commission for the registration and public offering of the Units of Limited
Partnership Interest, and (ii) qualify the Units of Limited Partnership Interest
for sale under the securities laws of such States of the United States or
foreign countries as the General Partner shall deem advisable.
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The General Partner may make such arrangements for the sale of the Units of
Limited Partnership Interest as it deems appropriate, including, without
limitation, the execution on behalf of the Partnership of a selling agreement
with SB as an agent of the Partnership for the offer and sale of the Units of
Limited Partnership Interest as contemplated in the Prospectus.
12. ADMISSION OF ADDITIONAL PARTNERS.
After the Public Offering of the Units of Limited Partnership Interest has
been terminated by the General Partner, no additional General Partners will be
admitted to the Partnership except as described in Paragraph 17(c). The General
Partner may take such actions as may be necessary or appropriate at any time to
offer new Units or partial Units and to admit new Limited Partners to the
Partnership. Any new Limited Partners accepted by the General Partner shall be
deemed admitted as Limited Partners at the time they are reflected as such on
the books and records of the Partnership.
13. SPECIAL POWER OF ATTORNEY.
Each Limited Partner does irrevocably constitute and appoint the General
Partner and each other person or entity that shall after the date of this
Agreement become a general partner of the Partnership with the power of
substitution, as his true and lawful attorney-in-fact, in his name, place and
stead, to execute, acknowledge, swear to, file and record in his behalf in the
appropriate public offices and publish (i) this Agreement and Certificate of
Limited Partnership including amendments and/or restatements thereto; (ii) all
instruments which the General Partner deems necessary or appropriate to reflect
any amendment, change or modification of the Partnership in accordance with the
terms of this Agreement; (iii) Certificates of Assumed Name; and (iv) Customer
Agreements with SB or other commodity brokerage firms. The Power of Attorney
granted herein shall be irrevocable and deemed to be a power coupled with an
interest and shall survive and not be affected by the subsequent incapacity,
disability or death of a Limited Partner. Each Limited Partner hereby agrees to
be bound by any representation made by the General Partner and by any successor
thereto, acting in good faith pursuant to such Power of Attorney; provided,
however, that the action taken was determined to be in the best interest of the
Partnership and did not constitute negligence or misconduct of the General
Partner or any successor thereto. In the event of any conflict between this
Agreement and any instruments filed by such attorney pursuant to the Power of
Attorney granted in this Paragraph, this Agreement shall control.
14. WITHDRAWAL OF A PARTNER.
The Partnership shall be dissolved and its affairs wound up upon the
assignment by the General Partner of all of its interest in the Partnership,
withdrawal, removal, bankruptcy or any other event that causes the General
Partner to cease to be a general partner under the Partnership Act (unless the
Partnership in continued pursuant to Paragraph 17). The General Partner shall
not withdraw from the Partnership without giving the Limited Partners one
hundred twenty (120) days' prior written notice. The death, incompetency,
withdrawal, insolvency or dissolution of a Limited Partner shall not (in and of
itself) dissolve the Partnership, and such Limited Partner, his estate,
custodian or personal representative shall have no right to withdraw or value
such Limited Partner's interest in the Partnership except as provided in
Paragraph 10 hereof. Each Limited Partner (and any assignee of such Partner's
interest) expressly agrees that in the event of his death, he waives on behalf
of himself and his estate, and he directs the legal representative of his estate
and any person interested therein to waive, the furnishing of any inventory,
accounting, or appraisal of the assets of the Partnership and any right to an
audit; provided, however, that this waiver in no way limits the rights of the
Limited Partners or their representatives to have access to the Partnership's
books and records as described in Paragraph 8 hereof.
If a General Partner withdraws as general partner and the Limited Partners
elect to continue the Partnership, the withdrawing General Partner shall pay all
expenses incurred as a result of its withdrawal. If the Partnership is continued
pursuant to Paragraph 17, the General Partner will be responsible for all
expenses resulting from its withdrawal or removal as a general partner. In the
event of removal or withdrawal of the
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General Partner, the General Partner is entitled to a redemption of its interest
in the Partnership at its Net Asset Value on the next Redemption Date following
the date of General Partner removal or withdrawal.
15. NO PERSONAL LIABILITY FOR RETURN OF CAPITAL.
The General Partner, subject to paragraph 16 hereof, shall not be
personally liable for the return or repayment of all or any portion of the
capital or profits of any Partner (or assignee), it being expressly agreed that
any such return of capital or profits made pursuant to this Agreement shall be
made solely from the assets (which shall not include any right of contribution
from the General Partner) of the Partnership.
16. INDEMNIFICATION.
(a) The General Partner and its Affiliates shall have no liability to the
Partnership or to any Partner for any loss suffered by the Partnership which
arises out of any action or inaction of the General Partner or its Affiliates if
the General Partner determined in good faith that the course of conduct which
caused the loss or liability was in the best interest of the Partnership, the
General Partner (or its affiliate) was acting on behalf of or performing
services for the Partnership and such loss or liability was not the result of
negligence or misconduct of the General Partner or its Affiliates. The General
Partner and its Affiliates shall be indemnified by the Partnership against any
losses, judgment, liabilities, expenses and amounts paid in settlement of any
claims sustained by them in connection with the Partnership, provided that the
General Partner shall have determined in good faith that such course of conduct
was in the best interests of the Partnership and such loss or liability was not
the result of negligence or misconduct on the part of the General Partner or its
Affiliates.
(b) Notwithstanding (a) above, the General Partner and its Affiliates and
any person acting as a Broker-Dealer shall not be indemnified for any losses,
liabilities or expenses arising from or out of an alleged violation of federal
or state securities laws.
(c) The Partnership shall not incur the cost of that portion of any
insurance which insures any party against any liability the indemnification of
which is herein prohibited.
(d) For purposes of this Paragraph 16, the term "Affiliates" shall mean (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 such capacity.
(e) The provision of advances from Partnership funds to the General Partner
and its Affiliates for legal expenses and other costs incurred as a result of
any legal action initiated against the General Partner or its Affiliates is
prohibited.
(f) Indemnification under this Agreement is recoverable from the assets of
the Partnership and not from the Limited Partners.
17. AMENDMENTS; MEETINGS.
(a) Amendments with Consent of the General Partner. If at any time during
the term of the Partnership the General Partner shall deem it necessary or
desirable to amend this Agreement (including the Partnership's basic investment
policies set forth in paragraph 3(b) hereof) such amendment shall be effective
only if approved in writing by the General Partner and by Limited Partners
owning more than 50% of the Units of Limited Partnership Interest then
outstanding and if made in accordance with the Partnership Act. Any such
supplemental or amendatory agreement shall be adhered to and have the same
effect from and after its effective date as if the same had originally been
embodied in and formed a part of this Agreement. The General Partner may amend
this Limited Partnership Agreement without the consent of the Limited Partners
in order to (i) clarify any clerical inaccuracy or ambiguity or reconcile any
inconsistency (including any inconsistency between this Limited Partnership
Agreement and the Prospectus); (ii) delete or add any provision of or to the
Limited Partnership Agreement required to be deleted or added by the staff of
any
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federal or state agency; or (iii) make any amendment to the Limited Partnership
Agreement which the General Partner deems advisable (including but not limited
to amendments necessary to effect the allocations proposed herein or to change
the name of the Partnership) provided that such amendment is not adverse to the
Limited Partners, or is required by law.
(b) Meetings. Upon receipt of a written request, signed by Limited
Partners owning at least 10% of the Units of Limited Partnership Interest then
outstanding, delivered in person or by certified mail that a meeting of the
Partnership be called to vote upon any matter which the Limited Partners may
vote upon pursuant to this Agreement, the General Partner shall, by written
notice, either in person or by certified mail, to each Limited Partner of record
mailed within fifteen days after receipt of such request, call a meeting of the
Partnership. Such meeting shall be held at least thirty but not more than sixty
days after the mailing of such notice, and such notice shall specify the date, a
reasonable place and time, and the purpose of such meeting.
(c) Amendments and Actions without Consent of the General Partner. At any
meeting called pursuant to Paragraph 17(b), upon the approval by an affirmative
vote (which may be in person or by proxy) of Limited Partners owning more than
50% of the outstanding Units of Limited Partnership Interest, the following
actions may be taken: (i) this Agreement may be amended in accordance with the
Partnership Act; (ii) the Partnership may be dissolved; (iii) the General
Partner may be removed and a new general partner may be admitted immediately
prior to the removal of the General Partner provided that the new general
partner of the Partnership shall continue the business of the Partnership
without dissolution; (iv) if the General Partner elects to withdraw from the
Partnership a new general partner or general partners may be admitted
immediately prior to withdrawal of the General Partner provided that the new
general partner of the Partnership shall continue the business of the
Partnership without dissolution; (v) any contracts with the General Partner, any
of its affiliates or any commodity trading advisor to the Partnership may be
terminated on sixty days' notice without penalty; and (vi) the sale of all the
assets of the Partnership may be approved.
(d) Continuation. Upon the assignment by the General Partner of all of its
interest in the Partnership, the withdrawal, removal, bankruptcy or any other
event that causes the General Partner to cease to be a general partner under the
Partnership Act, the Partnership is not dissolved and is not required to be
wound up by reason of such event if, within 90 days after such event, all
remaining Partners agree in writing to continue the business of the Partnership
and to the appointment, effective as of the date of such event, of a successor
General Partner. In the event of the withdrawal by the General Partner and the
continuation of the Partnership pursuant to this paragraph, the General Partner
shall pay all expenses incurred as a result of its withdrawal.
18. GOVERNING LAW.
The validity and construction of this Agreement shall be governed by and
construed in accordance with the laws of the State of New York including,
specifically, the New York Revised Uniform Partnership Act, as amended (without
regard to its choice of law principles); provided, however, that causes of
action for violations of federal or state securities laws shall not be governed
by this Section 18.
19. MISCELLANEOUS.
(a) Priority among Limited Partners. No Limited Partner shall be entitled
to any priority or preference over any other Limited Partner with regard to the
return of contributions of capital or to the distribution of any profits or
otherwise in the affairs of the Partnership.
(b) Notices. All notices under this Agreement, other than reports by the
General Partner to the Limited Partners, shall be in writing and shall be
effective upon personal delivery, or, if sent by registered or certified mail,
postage prepaid, addressed to the last known address of the party to whom such
notice is to be given, upon the deposit of such notice in the United States
mail. Reports by the General Partner to the Limited Partners shall be in writing
and shall be sent by first class mail to the last known address of each Limited
Partner.
A-12
<PAGE> 135
(c) Binding Effect. This Agreement shall inure to and be binding upon all
the parties, their successors, permitted assigns, custodians, estates, heirs and
personal representatives. For purposes of determining the rights of any Partner
or assignee hereunder, the Partnership and the General Partner may rely upon the
Partnership records as to who are Partners and assignees and all Partners and
assignees agree that their rights shall be determined and that they shall be
bound thereby, including all rights which they may have under Paragraph 17
hereof.
(d) Captions. Captions in no way define, limit, extend or describe the
scope of this Agreement nor the effect of any of its provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day first written above.
<TABLE>
<S> <C>
General Partner: Initial Limited Partner:
SMITH BARNEY
FUTURES MANAGEMENT INC.
/s/ DAVID J.
VOGEL
David J. Vogel
By: /s/ DAVID J. VOGEL
David J. Vogel, President
Limited Partners:
All Limited Partners now and hereafter
admitted as limited partners of the
Partnership pursuant to powers of attorney
now and hereafter executed in favor of and
delivered to the General Partner
By: SMITH BARNEY
FUTURES MANAGEMENT INC.
Attorney-in-Fact
By: /s/ DAVID J.
VOGEL
David J. Vogel, President
</TABLE>
A-13
<PAGE> 136
(This page has been left blank intentionally.)
<PAGE> 137
EXHIBIT B
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED
FUTURES FUND L.P.
SUBSCRIPTION AGREEMENT
Dear Sirs:
A. SUBSCRIBER PROVISIONS.
1. Subscription for Units. I hereby subscribe for the amount indicated
below of units of limited partnership interest ("Units") of SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L.P. (the "Partnership") at $1,000 per Unit
during the Initial Offering Period and at the Net Asset Value per Unit during
the Continuous Offering (as that term is defined under "Plan of Distribution")
(with a minimum investment of $5,000, except $2,000 for employee-benefit plans,
subject to higher minimum in certain states). A SUBSCRIPTION MAY BE REVOKED BY A
SUBSCRIBER FOR FIVE BUSINESS DAYS FOLLOWING THE INVESTOR'S SUBSCRIPTION DURING
THE INITIAL OFFERING PERIOD FOR ANY REASON. DURING THE CONTINUOUS OFFERING A
SUBSCRIPTION MAY BE REVOKED BY A SUBSCRIBER FOR FIVE BUSINESS DAYS FOLLOWING THE
INVESTOR'S SUBSCRIPTION IF THE GENERAL PARTNER DETERMINES NOT TO OFFER UNITS AS
OF THE END OF A QUARTER.
2. Representations and Warranties. BY EXECUTING THIS SUBSCRIPTION
AGREEMENT, I AM NOT WAIVING ANY RIGHTS UNDER THE FEDERAL OR STATE SECURITIES
LAWS. As an inducement to the General Partner on behalf of the Partnership to
sell me the Units for which I have subscribed, I (either in my individual
capacity or as an authorized representative of an entity, if applicable) hereby
represent and warrant to the General Partner and the Partnership as follows:
(A) I HAVE RECEIVED A COPY OF THE PROSPECTUS AND DISCLOSURE DOCUMENT OF
THE PARTNERSHIP, INCLUDING THE LIMITED PARTNERSHIP AGREEMENT (AS
SUPPLEMENTED BY STICKER SUPPLEMENTS, IF ANY) AND A COPY OF THE MOST RECENT
MONTHLY STATEMENT AND ANNUAL REPORT, IF ANY, RELATING TO AND DESCRIBING THE
TERMS AND CONDITIONS OF THIS OFFERING OF UNITS ("PROSPECTUS").
(B) I MEET THE APPLICABLE INVESTOR SUITABILITY REQUIREMENTS SET FORTH IN
EXHIBIT C TO THE PROSPECTUS, IF I AM A COLLECTIVE INVESTMENT VEHICLE, I AM
IN COMPLIANCE WITH ALL FEDERAL REGULATORY REQUIREMENTS AND I REPRESENT THAT
ALL THE INFORMATION SET FORTH WITH RESPECT TO MY FINANCIAL POSITION IS
CORRECT AND COMPLETE AS OF THE DATE OF THIS SUBSCRIPTION AGREEMENT, AND IF
THERE SHOULD BE ANY MATERIAL CHANGE IN SUCH INFORMATION PRIOR TO MY
ADMISSION AS A LIMITED PARTNER, I WILL IMMEDIATELY FURNISH SUCH REVISED OR
CORRECTED INFORMATION TO THE GENERAL PARTNER.
(c) I hereby consent to the execution and delivery of the Customer
Agreement between the Partnership and SB and to the payment to SB of fees as
described in the Prospectus.
(d) If I am not a citizen or resident of the United States for federal
income tax purposes, I represent that I am not a dealer in commodities and I
agree to pay the General Partner or SB for any taxes, including but not
limited to withholding tax, imposed as a result of my status as a limited
partner.
3. Employee-Benefit Plans. The undersigned individual, employer or trustee
who has investment discretion over the assets of the subscribing
employee-benefit plan ("Director") represents and agrees as follows:
(a) Either (A) or (B): (A) neither SB nor any of its employees or
affiliates (i) manages any part of the investment portfolio of the
subscribing employee-benefit plan (the "Plan"), or (ii) has an agreement or
understanding, written or unwritten, with the Fiduciary under which the
Fiduciary regularly receives information, recommendations or advice
concerning investments which are used as a primary basis for the Plan's
investment decisions and which are individualized to the particular needs of
the Plan.
or (B) The relationship between the Plan and SB or any of its employees
or affiliates comes within (i) or (ii) above with respect to only a portion
of the Plan's assets and the investment in the Partnership is being made by
the Fiduciary from a portion of Plan assets with respect to which such
relationship does not exist.
(b) Although an SB Financial Consultant may have suggested that the
Director consider the investment in the Partnership, the Director has
studied the Prospectus and has made the investment decision solely on the
basis of the Prospectus and without reliance on such suggestion.
(c) The Plan is in compliance with all applicable Federal regulatory
requirements.
4. Acceptance of Limited Partnership Agreement and Power of Attorney. I
hereby apply to become a limited partner as of the date the sale of my Units
becomes effective, and I hereby agree to each and every term of the Limited
Partnership Agreement as if my signature were subscribed therein.
I hereby irrevocably constitute and appoint Smith Barney Futures Management
Inc., the General Partner of the Partnership, as my true and lawful
Attorney-in-Fact, with full power of substitution, in my name, place and stead,
to execute, acknowledge, swear to, file and record on my behalf in the
appropriate public offices (i) the Limited Partnership Agreement of the
Partnership and a Certificate of Limited Partnership, including amendments and
restatements thereto; (ii) all instruments which the General Partner deems
necessary or appropriate to reflect any amendment, change, modification or
restatement of the Limited Partnership Agreement in accordance with the terms of
the Limited Partnership Agreement, as amended, including any instruments
necessary to dissolve the Partnership; (iii) certificates of assumed name; and
(iv) customer agreements with any commodity brokerage firm. The power of
attorney granted hereby shall be deemed to be coupled with an interest and shall
be irrevocable and survive the death, disability or incapacity of the
undersigned.
------------------
B. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, except for matters arising
under federal and state securities laws.
------------------
C. RISK DISCLOSURE.
1. Investment in the Partnership is speculative and includes the risks
summarized under "Risk Factors" in the Prospectus. Each investor must be
able to afford the risks of an investment in the Partnership.
2. Smith Barney Futures Management Inc., the General Partner, is an
affiliate of Smith Barney Inc. ("SB"). SB is the Selling Agent and the
Commodity Broker/Dealer and recipient of brokerage fees. Therefore,
conflicts of interest exist (see "Conflicts of Interest" and "The Commodity
Broker/Dealer" in the Prospectus). SB will receive substantial brokerage
fees from the Partnership regardless of the Partnership's trading
performance (see "Fees and Expenses to the Partnership" in the Prospectus).
3. An Investor may redeem his Units only as of the last day of a
calendar month and only after six months from their issuance, all as set
forth in the Limited Partnership Agreement.
4. The offering of Units is made solely on the information in the
Prospectus and Exhibits thereto. No person is authorized to make any
representations not contained in the Prospectus.
B-1
<PAGE> 138
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED EXHIBIT B
FUTURES FUND L.P.
PLEASE COMPLETE
SUBSCRIPTION AMOUNT (MINIMUM $5,000,
EXCEPT $2,000 FOR EMPLOYEE-BENEFIT PLANS
INCLUDING IRAS. SUBJECT TO HIGHER
MINIMUMS IN
CERTAIN STATES. SEE EXHIBIT
C -- SUITABILITY REQUIREMENTS.)
<TABLE>
<C> <S> <C> <C> <C> <C> <C> <C>
$ - - -
<CAPTION>
<C> <C>
$ -
</TABLE>
SMITH BARNEY ACCOUNT NUMBER
<TABLE>
<S> <C>
ACCOUNT NAME
------------------------------------------------------------
------------------------------------------------------------
STATE OR COUNTRY
OF RESIDENCE
------------------------------------------------------------
</TABLE>
CIRCLE APPLICABLE ACCOUNT TYPE BELOW
<TABLE>
<S> <C> <C>
1 INDIVIDUAL ACCOUNT 3 CORPORATION 6 IRA, KEOGH, SEP
2 JOINT ACCOUNT 4 PARTNERSHIP 7 EMPLOYEE BENEFIT PLAN
5 TRUST 8 OTHER
</TABLE>
PAYMENT
PAYMENT FOR SUBSCRIPTIONS MAY BE MADE BY AUTHORIZING YOUR FINANCIAL CONSULTANT
TO DEBIT YOUR SMITH BARNEY INC. SECURITIES ACCOUNT IN THE AMOUNT OF YOUR
SUBSCRIPTION. SUBSCRIBERS WHO AUTHORIZE SMITH BARNEY INC. TO DEBIT THEIR
SECURITIES ACCOUNT MUST HAVE THEIR SUBSCRIPTION PAYMENT IN THEIR ACCOUNT ON THE
SPECIFIED SETTLEMENT DATE. THE ACCOUNT WILL BE DEBITED ON THE SETTLEMENT DATE
WHICH WILL OCCUR NOT LATER THAN 5 BUSINESS DAYS FOLLOWING NOTIFICATION TO SMITH
BARNEY INC. AND THE INVESTOR OF THE ACCEPTANCE OF THE SUBSCRIPTION.
SIGNATURE
IF JOINT OWNERSHIP, ALL PARTIES MUST SIGN. IF FIDUCIARY, PARTNERSHIP OR
CORPORATION, INDICATE TITLE OF SIGNATORY UNDER SIGNATURE LINES.
<TABLE>
<S> <C>
- ------------------------------------------------------------ ------------------------------------------------------------
SUBSCRIBER'S SIGNATURE SUBSCRIBER'S SIGNATURE
- ------------------------------------------------------------ ------------------------------------------------------------
TITLE TITLE
- ------------------------------------------------------------ ------------------------------------------------------------
DATE DATE
</TABLE>
BRANCH MANAGER ATTESTATION
I have received all documents required to open this account and acknowledge the
suitability of this investment for the client pursuant to Paragraphs (b)(2)(B)
and (b)(3)(D) of the NASD's Conduct Rules, which sections require that (i) in
recommending the purchase of Units, the selling agent determine the suitability
of the Subscriber and maintain records containing the basis of the suitability
determination; and (ii) prior to executing a purchase of Units, the selling
agent inform the subscriber of facts relating to the liquidity and marketability
of the Units. If the account is a partnership or trust, I acknowledge that my
review of the partnership or trust allows investments in limited partnerships
whose principal business is in futures trading.
Branch Manager's Signature ________________________________
Print Name: ______________________________________________
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
FOR BRANCH USE ENTER IOI FOR SECURITY NO.
FC PLEASE COMPLETE INDICATED BELOW (CHECK ONE):
FINANCIAL CONSULTANT NAME 8955530 __________
- ----------------------------------------------------- 8955535 __________
PRINT NAME
FC TELEPHONE NO.
FC WIRE CODE
</TABLE>
SEND COMPLETED SUBSCRIPTION AGREEMENT TO:
SMITH BARNEY FUTURES MANAGEMENT INC.
390 GREENWICH STREET - 1ST FLOOR
NEW YORK, NEW YORK 10013
TEL (212) 723-4976
NOT ACCEPTABLE FOR CLIENT SUBSCRIPTION
<PAGE> 139
EXHIBIT
<PAGE> 140
EXHIBIT C
SUITABILITY REQUIREMENTS
(a) I understand that a subscriber must have (i) net worth of at least
$150,000 (exclusive of home, furnishings and automobiles), or (ii) net worth of
at least $45,000 (exclusive of home, furnishings and automobiles) and an annual
income of $45,000. I understand that certain states impose more restrictive
investment requirements than the foregoing.
(b) I understand that the investment requirements as to net worth ("NW")
(exclusive of home, furnishings and automobiles) and past and anticipated annual
income ("AI") or taxable income ("TI") set forth below opposite the state in
which I am a resident apply to my subscription:
<TABLE>
<S> <C>
Alaska.................... $225,000 NW or $75,000 NW and $75,000 AI
Arizona................... $225,000 NW and (1) or $75,000 NW and $75,000 AI and (1)
California................ $250,000 NW or $100,000 NW and $65,000 AI
Iowa...................... $225,000 NW and (1) or $75,000 NW and $75,000 AI and (1)
Maine..................... $200,000 NW or $50,000 NW and $50,000 AI
Massachusetts............. $225,000 NW or $60,000 NW and $60,000 AI
Michigan.................. $225,000 NW and (1) or $60,000 NW and $60,000 AI and (1)
Minnesota................. $225,000 NW or $60,000 NW and $60,000 AI
Mississippi............... $225,000 NW and $60,000 AI
Missouri.................. $225,000 NW or $75,000 NW and $75,000 AI
North Carolina............ $225,000 NW or $60,000 NW and $60,000 TI
Pennsylvania.............. $175,000 NW and (2) or $100,000 NW and $50,000 AI and (2)
South Dakota.............. $225,000 NW or $60,000 NW and $60,000 Annual Gross Income
Tennessee................. $225,000 NW or $60,000 NW and $60,000 AI
Texas..................... $225,000 NW or $60,000 NW and $60,000 TI
</TABLE>
- ---------------
(1) In addition, my investment will represent no more than 10% of my
net worth less the value of any other investments in limited
partnership interests.
(2) In addition, if my net worth is less than $1,000,000, my
investment will represent no more than 10% of my net worth less
the value of any other investments in limited partnership
interests.
(c) [Iowa Individual Retirement Accounts only]. I understand that my
investment in the Partnership must be for a minimum of $3,000.
(d) [For all Maine Residents including employee-benefit plans]. Your
investment in the Partnership, whether in the initial or continuous offering,
must be for a minimum of $5,000.
(e) [Ohio Residents only]. I understand that my investment will represent
no more than 10% of my net worth less the value of any other investment in
limited partnership interests.
(f) [For South Dakota investors]. IN THE CASE OF SALES TO FIDUCIARY
ACCOUNTS, THE FOLLOWING MINIMUM INCOME AND NET WORTH STANDARDS SHALL BE MET BY
THE BENEFICIARY, THE FIDUCIARY ACCOUNT, OR BY THE DONOR OR GRANTOR WHO DIRECTLY
OR INDIRECTLY SUPPLIES THE FUNDS TO PURCHASE THE UNITS IF THE DONOR OR GRANTOR
IS THE FIDUCIARY: (A) A MINIMUM ANNUAL GROSS INCOME OF $60,000 AND A MINIMUM NET
WORTH (EXCLUSIVE OF HOME, HOME FURNISHINGS, AND AUTOMOBILES) OF $60,000; OR (B)
A MINIMUM NET WORTH OF $225,000 (EXCLUSIVE OF HOME, HOME FURNISHINGS, AND
AUTOMOBILES).
C-1
<PAGE> 141
(This page has been left blank intentionally.)
<PAGE> 142
EXECUTION COPY
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED
FUTURES FUND L.P.
SUBSCRIPTION AGREEMENT
Dear Sirs:
A. SUBSCRIBER PROVISIONS.
1. Subscription for Units. I hereby subscribe for the amount indicated
below of units of limited partnership interest ("Units") of SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L.P. (the "Partnership") at $1,000 per Unit
during the Initial Offering Period and at Net Asset Value per Unit during the
Continuous Offering (as that term is defined under "Plan of Distribution") (with
a minimum investment of $5,000, except $2,000 for employee-benefit plans,
subject to higher minimum in certain states). A SUBSCRIPTION MAY BE REVOKED BY A
SUBSCRIBER FOR FIVE BUSINESS DAYS FOLLOWING THE INVESTOR'S SUBSCRIPTION DURING
THE INITIAL OFFERING PERIOD FOR ANY REASON. DURING THE CONTINUOUS OFFERING A
SUBSCRIPTION MAY BE REVOKED BY A SUBSCRIBER FOR FIVE BUSINESS DAYS FOLLOWING THE
INVESTOR'S SUBSCRIPTION IF THE GENERAL PARTNER DETERMINES NOT TO OFFER UNITS AS
OF THE END OF A QUARTER.
2. Representations and Warranties. BY EXECUTING THIS SUBSCRIPTION
AGREEMENT, I AM NOT WAIVING ANY RIGHTS UNDER THE FEDERAL OR STATE SECURITIES
LAWS. As an inducement to the General Partner on behalf of the Partnership to
sell me the Units for which I have subscribed, I (either in my individual
capacity or as an authorized representative of an entity, if applicable) hereby
represent and warrant to the General Partner and the Partnership as follows:
(A) I HAVE RECEIVED A COPY OF THE PROSPECTUS AND DISCLOSURE DOCUMENT OF
THE PARTNERSHIP, INCLUDING THE LIMITED PARTNERSHIP AGREEMENT (AS
SUPPLEMENTED BY STICKER SUPPLEMENTS, IF ANY) AND A COPY OF THE MOST RECENT
MONTHLY STATEMENT AND ANNUAL REPORT, IF ANY, RELATING TO AND DESCRIBING THE
TERMS AND CONDITIONS OF THIS OFFERING OF UNITS ("PROSPECTUS").
(B) I MEET THE APPLICABLE INVESTOR SUITABILITY REQUIREMENTS SET FORTH IN
EXHIBIT C TO THE PROSPECTUS, IF I AM A COLLECTIVE INVESTMENT VEHICLE, I AM
IN COMPLIANCE WITH ALL FEDERAL REGULATORY REQUIREMENTS AND I REPRESENT THAT
ALL THE INFORMATION SET FORTH WITH RESPECT TO MY FINANCIAL POSITION IS
CORRECT AND COMPLETE AS OF THE DATE OF THIS SUBSCRIPTION AGREEMENT, AND IF
THERE SHOULD BE ANY MATERIAL CHANGE IN SUCH INFORMATION PRIOR TO MY
ADMISSION AS A LIMITED PARTNER, I WILL IMMEDIATELY FURNISH SUCH REVISED OR
CORRECTED INFORMATION TO THE GENERAL PARTNER.
(c) I hereby consent to the execution and delivery of the Customer
Agreement between the Partnership and SB and to the payment to SB of fees as
described in the Prospectus.
(d) If I am not a citizen or resident of the United States for federal
income tax purposes, I represent that I am not a dealer in commodities and I
agree to pay the General Partner or SB for any taxes, including but not
limited to withholding tax, imposed as a result of my status as a limited
partner.
3. Employee-Benefit Plans. The undersigned individual, employer or trustee
who has investment discretion over the assets of the subscribing
employee-benefit plan ("Director") represents and agrees as follows:
(a) Either (A) or (B): (A) neither SB nor any of its employees or
affiliates (i) manages any part of the investment portfolio of the
subscribing employee-benefit plan (the "Plan"), or (ii) has an agreement or
understanding, written or unwritten, with the Fiduciary under which the
Fiduciary regularly receives information, recommendations or advice
concerning investments which are used as a primary basis for the Plan's
investment decisions and which are individualized to the particular needs of
the Plan.
or (B) The relationship between the Plan and SB or any of its employees
or affiliates comes within (i) or (ii) above with respect to only a portion
of the Plan's assets and the investment in the Partnership is being made by
the Fiduciary from a portion of Plan assets with respect to which such
relationship does not exist.
(b) Although an SB Financial Consultant may have suggested that the
Director consider the investment in the Partnership, the Director has
studied the Prospectus and has made the investment decision solely on the
basis of the Prospectus and without reliance on such suggestion.
(c) The Plan is in compliance with all applicable Federal regulatory
requirements.
4. Acceptance of Limited Partnership Agreement and Power of Attorney. I
hereby apply to become a limited partner as of the date the sale of my Units
becomes effective, and I hereby agree to each and every term of the Limited
Partnership Agreement as if my signature were subscribed therein.
I hereby irrevocably constitute and appoint Smith Barney Futures Management
Inc., the General Partner of the Partnership, as my true and lawful
Attorney-in-Fact, with full power of substitution, in my name, place and stead,
to execute, acknowledge, swear to, file and record on my behalf in the
appropriate public offices (i) the Limited Partnership Agreement of the
Partnership and a Certificate of Limited Partnership, including amendments and
restatements thereto; (ii) all instruments which the General Partner deems
necessary or appropriate to reflect any amendment, change, modification or
restatement of the Limited Partnership Agreement in accordance with the terms of
the Limited Partnership Agreement, as amended, including any instruments
necessary to dissolve the Partnership; (iii) certificates of assumed name; and
(iv) customer agreements with any commodity brokerage firm. The power of
attorney granted hereby shall be deemed to be coupled with an interest and shall
be irrevocable and survive the death, disability or incapacity of the
undersigned.
------------------
B. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, except for matters arising
under federal and state securities laws.
------------------
C. RISK DISCLOSURE.
1. Investment in the Partnership is speculative and includes the risks
summarized under "Risk Factors" in the Prospectus. Each investor must be
able to afford the risks of an investment in the Partnership.
2. Smith Barney Futures Management Inc., the General Partner, is an
affiliate of Smith Barney Inc. ("SB"). SB is the Selling Agent and the
Commodity Broker/Dealer and recipient of brokerage fees. Therefore,
conflicts of interest exist (see "Conflicts of Interest" and "The Commodity
Broker/Dealer" in the Prospectus). SB will receive substantial brokerage
fees from the Partnership regardless of the Partnership's trading
performance (see "Fees and Expenses to the Partnership" in the Prospectus).
3. An Investor may redeem his Units only as of the last day of a
calendar month, all as set forth in the Limited Partnership Agreement.
4. The offering of Units is made solely on the information in the
Prospectus and Exhibits thereto. No person is authorized to make any
representations not contained in the Prospectus.
<PAGE> 143
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED EXECUTION COPY
FUTURES FUND L.P.
PLEASE COMPLETE
SUBSCRIPTION AMOUNT (MINIMUM $5,000,
EXCEPT $2,000 FOR EMPLOYEE-BENEFIT PLANS
INCLUDING IRAS. SUBJECT TO HIGHER
MINIMUMS IN
CERTAIN STATES. SEE EXHIBIT
C -- SUITABILITY REQUIREMENTS.)
<TABLE>
<C> <S> <C> <C> <C> <C> <C> <C>
$ - - -
<CAPTION>
<C> <C>
$ -
</TABLE>
SMITH BARNEY ACCOUNT NUMBER
<TABLE>
<S> <C>
ACCOUNT NAME
------------------------------------------------------------
------------------------------------------------------------
STATE OR COUNTRY
OF RESIDENCE
------------------------------------------------------------
</TABLE>
CIRCLE APPLICABLE ACCOUNT TYPE BELOW
<TABLE>
<S> <C> <C>
1 INDIVIDUAL ACCOUNT 3 CORPORATION 6 IRA, KEOGH, SEP
2 JOINT ACCOUNT 4 PARTNERSHIP 7 EMPLOYEE BENEFIT PLAN
5 TRUST 8 OTHER
</TABLE>
PAYMENT
PAYMENT FOR SUBSCRIPTIONS MAY BE MADE BY AUTHORIZING YOUR FINANCIAL CONSULTANT
TO DEBIT YOUR SMITH BARNEY INC. SECURITIES ACCOUNT IN THE AMOUNT OF YOUR
SUBSCRIPTION. SUBSCRIBERS WHO AUTHORIZE SMITH BARNEY INC. TO DEBIT THEIR
SECURITIES ACCOUNT MUST HAVE THEIR SUBSCRIPTION PAYMENT IN THEIR ACCOUNT ON THE
SPECIFIED SETTLEMENT DATE. THE ACCOUNT WILL BE DEBITED ON THE SETTLEMENT DATE
WHICH WILL OCCUR NOT LATER THAN 5 BUSINESS DAYS FOLLOWING NOTIFICATION TO SMITH
BARNEY INC. AND THE INVESTOR OF THE ACCEPTANCE OF THE SUBSCRIPTION.
SIGNATURE
IF JOINT OWNERSHIP, ALL PARTIES MUST SIGN. IF FIDUCIARY, PARTNERSHIP OR
CORPORATION, INDICATE TITLE OF SIGNATORY UNDER SIGNATURE LINES.
<TABLE>
<S> <C>
- ------------------------------------------------------------ ------------------------------------------------------------
SUBSCRIBER'S SIGNATURE SUBSCRIBER'S SIGNATURE
- ------------------------------------------------------------ ------------------------------------------------------------
TITLE TITLE
- ------------------------------------------------------------ ------------------------------------------------------------
DATE DATE
</TABLE>
BRANCH MANAGER ATTESTATION
I have received all documents required to open this account and acknowledge the
suitability of this investment for the client pursuant to Paragraphs (b)(2)(B)
and (b)(3)(D) of the NASD's Conduct Rules, which sections require that (i) in
recommending the purchase of Units, the selling agent determine the suitability
of the Subscriber and maintain records containing the basis of the suitability
determination; and (ii) prior to executing a purchase of Units, the selling
agent inform the subscriber of facts relating to the liquidity and marketability
of the Units. If the account is a partnership or trust, I acknowledge that my
review of the partnership or trust allows investments in limited partnerships
whose principal business is in futures trading.
Branch Manager's Signature ________________________________
Print Name: ______________________________________________
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
FOR BRANCH USE ENTER IOI FOR SECURITY NO.
FC PLEASE COMPLETE INDICATED BELOW (CHECK ONE):
FINANCIAL CONSULTANT NAME 8955530 __________
8955535 __________
PRINT NAME
FC TELEPHONE NO.
FC WIRE CODE
</TABLE>
SEND COMPLETED SUBSCRIPTION AGREEMENT TO:
SMITH BARNEY FUTURES MANAGEMENT INC.
390 GREENWICH STREET - 1ST FLOOR
NEW YORK, NEW YORK 10013
TEL (212) 723-4976
PHOTOCOPIES OR FAXES NOT ACCEPTABLE
<PAGE> 144
PART II
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission (1933
Act)...................................................... $ 29,500
Filing Fee -- National Association of Securities Dealers,
Inc. ..................................................... $ 10,500
Printing Expenses........................................... $200,000*
Legal Fees.................................................. $200,000*
Blue Sky Fees and Expenses (excluding legal fees)........... $ 75,000*
Accounting Fees............................................. $ 30,000*
Marketing................................................... $150,000*
Miscellaneous............................................... $ 5,000
--------
Total.................................................. $700,000*
========
</TABLE>
-------------------------
*Estimated
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 16 of the Limited Partnership Agreement (attached as Exhibit A to
the Prospectus which forms a part of this Registration Statement) provides for
indemnification of the General Partner, its officers, directors, stockholders,
employees and controlling persons. The General Partner and its Affiliates shall
be indemnified by the Partnership against any losses, judgment, liabilities,
expenses and amounts paid in settlement of any claims sustained by them in
connection with the Partnership, provided that the General Partner shall have
determined in good faith that such course of conduct was in the best interest of
the Partnership and such loss or liability was not the result of negligence or
misconduct on the part of the General Partner or its Affiliates. Notwithstanding
the foregoing, the Registrant is not permitted to indemnify the General Partner
or its affiliates for liabilities resulting from a violation of the Securities
Act of 1933 or any State securities law in connection with the offer or sale of
the Units of limited partnership interest.
Section 5 of the Selling Agreement provides for indemnification of the
Registrant by SB against any and all loss, liability, claim, damage and expense
arising out of or based upon any untrue or alleged untrue statement of material
fact contained in any preliminary prospectus, the Registration Statement or the
Prospectus, or any related sales material used by SB in connection with this
offering of Units, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, provided that such statement or omission was made in reliance
upon and in conformity with information furnished to the Registrant by SB,
expressly for use in any preliminary prospectus, the Registration Statement or
Prospectus, or any amendment or supplement thereto.
Section 7 of the Customer Agreement provides for indemnification of SB by
the Registrant against any loss, liability, damage, cost, expense (including
attorneys' fees and accountants' fees), judgments and amounts paid in settlement
actually and reasonably incurred by it in connection with such action, suit or
proceeding if SB acted in good faith and in a manner it reasonably believed to
be in the best interest of the Registrant, except that no indemnification shall
be made in respect of any claim, issue or matter which as to SB constituted
negligence, misconduct or breach of its fiduciary obligations to the Registrant,
unless, and only to the extent that, the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, SB is fairly and
reasonably entitled to indemnification for such expenses which such court shall
deem proper, and further provided that no indemnification shall be available
from the Registrant if such indemnification is prohibited by Section 16 of the
Limited Partnership Agreement.
Section 6 of each of the Management Agreements provides for indemnification
by the General Partner of the Advisor for any loss, liability, damage, cost,
expense (including without limitation, attorneys' and accountants' fees),
judgments and amounts paid in settlement actually and reasonably incurred by it
in connection with such action, suit or proceeding if the Advisor acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Registrant, and provided that its conduct did not constitute
negligence, intentional misconduct, or a breach of its fiduciary obligations to
the Registrant's commodity trading advisor, unless and only to the extent that
the court or administrative forum in which such
II-1
<PAGE> 145
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, the
Advisor is fairly and reasonably entitled to indemnity for such expenses which
such court or administrative forum shall deem proper, and further provided that
no indemnification shall be available from the Registrant if such
indemnification is prohibited by Section 16 of the Limited Partnership
Agreement.
The agreements filed as Exhibits 1.1, 10.1, 10.4, 10.5, 10.6, 10.7 and 10.8
contain certain indemnity provisions.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On June 15, 1998 Registrant sold one Unit of Limited Partnership Interest
to David J. Vogel for $1,000. No underwriting or sales commissions were paid in
connection with this sale. The Registrant claims an exemption from registration
based on Section 4(2) of the Securities Act of 1933 as a sale not involving a
public offering.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS:
<TABLE>
<C> <S>
1.1 -- Form of Selling Agreement between Registrant and Smith
Barney Inc.
1.2 -- Form of Soliciting Dealer Agreement
3.1 -- Limited Partnership Agreement (included as Exhibit A to the
Prospectus)
3.2 -- Certificate of Limited Partnership of Registrant
4.1 -- Specimen of Unit Certificate
5.1 -- Opinion of Willkie Farr & Gallagher relating to the legality
of the Units
8.1 -- Tax Opinion of Willkie Farr & Gallagher
10.1 -- Form of Customer Agreement between Registrant and Smith
Barney Inc.
10.2 -- Form of Subscription Agreement (included as Exhibit B to the
Prospectus)
10.3 -- Form of Escrow Agreement between Smith Barney Futures
Management Inc. and the Escrow Agent relating to the escrow
of subscription funds
10.4 -- Management Agreement between Smith Barney Futures Management
Inc., and Campbell & Company Inc.
10.5 -- Management Agreement between Smith Barney Futures Management
Inc. and Eagle Trading Systems, Inc.
10.6 -- Management Agreement between Smith Barney Futures Management
Inc. and Eckhardt Trading Company
10.7 -- Management Agreement between Smith Barney Futures Management
Inc. and Rabar Market Research, Inc.
23.1 -- Consent of Independent Accountants (included in Part II of
this Registration Statement)
23.2 -- Consent of Counsel (included in Part II of this Registration
Statement)
</TABLE>
-----------------------
(B) FINANCIAL STATEMENT SCHEDULES:
Not Applicable.
II-2
<PAGE> 146
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) 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 1993 (the "Act");
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(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 Act,
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 post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act 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 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.
II-3
<PAGE> 147
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK AND STATE OF NEW
YORK ON THE 17TH DAY OF AUGUST, 1998.
SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED
FUTURES FUND L.P.
By SMITH BARNEY FUTURES
MANAGEMENT INC.
(General Partner)
By /s/ DAVID J. VOGEL
David J. Vogel, President and
Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
SMITH BARNEY FUTURES General Partner August 17, 1998
MANAGEMENT INC.
/s/ DAVID J. VOGEL Director, Principal Executive August 17, 1998
- --------------------------------------------------- Officer and President
DAVID J. VOGEL
/s/ MICHAEL SCHAEFER Director August 17, 1998
- ---------------------------------------------------
MICHAEL SCHAEFER
/s/ STEVEN J. KELTZ Secretary and Director August 17, 1998
- ---------------------------------------------------
STEVEN J. KELTZ
/s/ JACK H. LEHMAN III Chairman and Director August 17, 1998
- ---------------------------------------------------
JACK H. LEHMAN III
/s/ DANIEL A. DANTUONO Treasurer, Chief Financial August 17, 1998
- --------------------------------------------------- Officer and Director
DANIEL A. DANTUONO
/s/ DANIEL R. MCAULIFFE, JR. Director August 17, 1998
- ---------------------------------------------------
DANIEL R. MCAULIFFE, JR.
/s/ SHELLEY ULLMAN Director August 17, 1998
- ---------------------------------------------------
SHELLEY ULLMAN
</TABLE>
II-4
<PAGE> 148
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement and Prospectus
to be used in registering, under the Securities Act of 1933, 100,000 Units of
Limited Partnership Interest of (i) our report dated March 31, 1998 accompanying
the statement of financial condition of Smith Barney Futures Management Inc. and
(ii) our report dated August 14, 1998 accompanying the financial statement of
Salomon Smith Barney Global Diversified Futures Fund L.P.
We also consent to the reference to our firm under the caption "Experts" in
the Prospectus.
/s/ PricewaterhouseCoopers LLP
New York, New York
August 19, 1998
<PAGE> 149
CONSENT OF COUNSEL
As counsel for the Registrant, we hereby consent to the references made to
our firm in this Registration Statement.
/s/ WILLKIE FARR & GALLAGHER
New York, New York
August 20, 1998
<PAGE> 150
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
<C> <S> <C>
1.1 -- Form of Selling Agreement between Registrant and Smith
Barney Inc.
1.2 -- Form of Soliciting Dealer Agreement
3.1 -- Limited Partnership Agreement (included as Exhibit A to the
Prospectus)
3.2 -- Certificate of Limited Partnership of Registrant
4.1 -- Specimen of Unit Certificate
5.1 -- Opinion of Willkie Farr & Gallagher relating to the legality
of the Units
8.1 -- Tax Opinion of Willkie Farr & Gallagher
10.1 -- Form of Customer Agreement between Registrant and Smith
Barney Inc.
10.2 -- Form of Subscription Agreement (included as Exhibit B to the
Prospectus)
10.3 -- Form of Escrow Agreement between Smith Barney Futures
Management Inc. and the Escrow Agent relating to the escrow
of subscription funds
10.4 -- Management Agreement between Smith Barney Futures Management
Inc., and Campbell & Company Inc.
10.5 -- Management Agreement between Smith Barney Futures Management
Inc. and Eagle Trading Systems, Inc.
10.6 -- Management Agreement between Smith Barney Futures Management
Inc. and Eckhardt Trading Company
10.7 -- Management Agreement between Smith Barney Futures Management
Inc. and Rabar Market Research Inc.
23.1 -- Consent of Independent Accountants (included in Part II of
this Registration Statement)
23.2 -- Consent of Counsel (included in Part II of this Registration
Statement)
</TABLE>
<PAGE> 1
EXHIBIT 1.1
SELLING AGREEMENT
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L. P.
100,000 Units of Limited Partnership Interest
AGREEMENT made as of the __ day of August, 1998, by and among SALOMON
SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L. P., a New York limited
partnership (the "Partnership"), SMITH BARNEY FUTURES MANAGEMENT INC., a
Delaware corporation ("SBFM") and SMITH BARNEY INC., a Delaware corporation
("SB").
W I T N E S S E T H :
WHEREAS, the Partnership has filed a registration statement on Form S-1
(File No. ***-*****) with the Securities and Exchange Commission (the "SEC") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations thereunder (collectively, the "Act"), and as a part
thereof a form of preliminary prospectus relating to the offer and sale of up to
100,000 Units of Limited Partnership Interest in the Partnership (the "Units")
(the registration statement in the form in which it becomes effective under the
Act being hereinafter referred to as the "Registration Statement" and the
prospectus in the form included therein being hereinafter referred to as the
"Prospectus"; provided that (1) if the Partnership files a post-effective
amendment to such registration statement, then the term "Registration Statement"
shall refer to the registration statement as amended by such post-effective
amendment, and the term "Prospectus" shall refer to the amended prospectus then
on file with the SEC and (2) if a prospectus filed by the Partnership pursuant
to either Rule 424(b) or (c) promulgated under the Act shall differ from the
prospectus on file at the time the Registration Statement or any post-effective
amendment thereof shall have become effective, the term "Prospectus" shall refer
to the prospectus filed pursuant to Rule 424(b) or (c), from and after the date
on which it shall have been filed); and
WHEREAS, the Partnership intends to enter into management agreements
with each of Campbell & Company, Inc., Eagle Trading Systems Inc., Eckhardt
Trading Company and Rabar Market Research, Inc. (each an "Advisor,"
collectively, the "Advisors") and SBFM, (the "Management Agreements"), pursuant
to which commodity trading decisions will be made by the Advisors as described
in the Prospectus; and
WHEREAS, SB has agreed to assist in the offer and sale of the Units
upon the terms and in reliance upon the representations, warranties and
agreements set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
<PAGE> 2
1. Appointment of Selling Agent
(a) (i) The Partnership hereby appoints SB as its exclusive agent to
offer and sell the Units on the terms and conditions set forth herein and in the
Registration Statement and the Prospectus during the initial offering period
(the "Initial Offering Period"), a period of 90 days commencing on the date the
Registration Statement is declared effective by the SEC, unless SBFM, the
general partner of the Partnership, terminates the offering at an earlier date
or extends the Initial Offering Period for up to an additional 60 days by
written notice to SB. As described in the Prospectus, 15,000 Units must be sold
during the Initial Offering Period for the Partnership to commence its trading
activities; if fewer than 15,000 Units are sold during the Initial Offering
Period, proceeds will be promptly returned to subscribers at the termination
thereof.
(ii) The Partnership hereby also appoints SB as its exclusive agent
to offer and sell the Units on the terms and conditions set forth herein and in
the Registration Statement and the Prospectus during a period commencing on the
date of termination of the Initial Offering Period (assuming 15,000 Units are
sold) and ending upon the earlier of the date two years from the date the
Registration Statement is declared effective and the date on which 100,000 Units
are sold (the "Continuous Offering", and, together with the Initial Offering
Period, the "Offering Period").
(b) SB hereby accepts appointment as selling agent for the Partnership
to effect sales of up to 100,000 Units as provided herein, in the Registration
Statement and in the Prospectus. SB represents and hereby confirms that in
selling to subscribers and otherwise carrying out its obligations under this
agreement it will comply with Paragraphs (b)(2) and (b)(3) of Rule 2810 of the
Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD"),
as set forth in Schedule I hereto. SB agrees that SBFM has the right to reject
any subscription for Units for any reason and to suspend sales of Units during
the Offering Period. At SB's discretion it may form a group of securities
dealers ("Soliciting Dealers") to solicit sales of the Units during the Offering
Period. Any such Soliciting Dealer shall execute a Soliciting Dealer Agreement
in substantially the form attached hereto as Exhibit A.
Each such dealer shall become a party to this Agreement upon notice by
SB to the Partnership that SB and such dealer have entered into such Soliciting
Dealer Agreement.
(c) SB agrees initially to bear all expenses of the Partnership in
connection with the Initial Offering Period (estimated at $700,000), including,
without limitation, fees and expenses of its counsel, SEC and other filing fees,
blue sky fees and expenses, printing expenses, fees and expenses of independent
public accountants and escrow fees.
-2-
<PAGE> 3
(d) SB agrees that all funds received by SB from subscribers shall be
promptly delivered to European American Bank as escrow agent for the benefit of
the subscribers by noon of the second business day after receipt. Furthermore,
SB will require all Soliciting Dealers to forward to SB, for delivery to the
escrow agent, all checks received by them from subscribers for Units by noon of
the next business day after their receipt of the checks. SB represents and
hereby confirms that if it receives checks from customers it will act as
processing broker-dealer in accordance with Rule 15c2-4 under the Securities
Exchange Act of 1934 and NASD Notices to Members 84-7 and 84-64.
(e) SB represents and confirms that it is registered with the
Commodity Futures Trading Commission ("CFTC") as a futures commission merchant
and is a member of the National Futures Association ("NFA") in that capacity.
Any Soliciting Dealer selected by SB that receives continuing compensation in
the form of a portion of the commodity brokerage fees paid by the Partnership
shall be registered with the CFTC as a futures commission merchant or an
introducing broker and shall be a member of the NFA. Further, any associated
person of SB or a Soliciting Dealer who receives continuing compensation in the
form of a portion of the commodity brokerage fees paid by the Partnership shall
be registered with the CFTC as an associated person of a futures commission
merchant or an introducing broker and shall be an associate member of the NFA
(qualified as an associated person by having taken the Series 3 or Series 31
Commodities Exam or having been "grandfathered" as an associated person
qualified to do commodity brokerage).
2. Agreements of the Partnership. The Partnership agrees with SB as
follows:
(a) The Partnership will advise SB, promptly after it receives notice
thereof, (i) of the time when the Registration Statement has become effective
and when any amendment thereto becomes effective, (ii) of the issuance by the
SEC of any stop order or of any order preventing or suspending the use of any
Prospectus, or the initiation or threat of any proceeding for any such purpose
and (iii) of any request by the SEC for amendments or supplements to the
Registration Statement or Prospectus or for additional information. In the event
of the issuance of any stop order or of any order preventing or suspending the
use of any Prospectus, the Partnership will promptly use its best efforts to
obtain its withdrawal.
(b) The Partnership will furnish to SB, without charge, two signed
copies of the Registration Statement as originally filed and each amendment
thereto, including all exhibits.
(c) The Partnership will not file any amendment to the Registration
Statement or make any amendment or supplement to the Prospectus of which SB
shall not previously have been advised or to which SB shall reasonably object in
writing.
-3-
<PAGE> 4
(d) The Partnership will furnish SB with copies of any preliminary
prospectus and of the Prospectus in such quantities as they may from time to
time reasonably request. If at any time when the Prospectus is required to be
delivered under the Act any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, or if for any other reason it shall be necessary to amend
or supplement the Prospectus in order to comply with the Act, the Partnership
will notify SB and upon its request prepare and furnish without charge to it as
many copies as it may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance.
(e) The Partnership will take such action as SB may reasonably request
to qualify the Units for offering and sale under the securities or blue sky laws
of such jurisdictions as it may request and will comply with such laws so as to
permit the continuance of sales in such jurisdictions for as long as may be
necessary to complete the distribution.
3. Representations and Warranties.
The Partnership represents and warrants to SB that:
(a) Each preliminary prospectus filed as part of the Registration
Statement as originally filed or as part of any amendment thereto complied or
when so filed will comply in all material respects with the requirements of the
Act and the Commodity Exchange Act ("CEA").
(b) At the time the Registration Statement becomes effective and at all
times subsequent thereto up to the termination of the Offering Period, the
Registration Statement and the Prospectus, and any amendments or supplements
thereto, will comply in all material respects with the provisions of the Act and
the CEA and neither the Registration Statement nor the Prospectus, nor any
amendment or supplement thereto, will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, provided, however, that the
representations and warranties contained in subparagraphs (a) and (b) above do
not apply to any statements or omissions in the Registration Statement or
Prospectus, or any amendment or supplement thereto, made in reliance upon
information furnished to the Partnership by SB or on its behalf expressly for
use therein.
(c) The Partnership is duly formed and validly existing as a limited
partnership under the New York Revised Uniform Limited Partnership Act (the
"Partnership Law"), with full partnership
-4-
<PAGE> 5
power and authority to carry out its obligations under this Agreement, its
Certificate of Limited Partnership, as amended from time to time (the
"Partnership Certificate"), and its Limited Partnership Agreement, as amended
from time to time (the "Partnership Agreement"), and to conduct its business as
described in the Prospectus. The Partnership conducts no business and owns or
leases no properties which would require it to qualify to do business as a
foreign organization in any jurisdiction.
(d) The offer and sale of the Units has been duly authorized by the
Partnership and the Units constitute valid limited partnership interests in the
Partnership which conform to the description thereof contained in the
Prospectus; and the liability of each limited partner will be limited as set
forth in the Prospectus, and no limited partner will be subject to personal
liability for the debts, obligations, or liabilities of the Partnership by
reason of his being a limited partner other than as described in the Prospectus.
(e) The offer and sale of the Units and the compliance by the
Partnership with all of the provisions of this Agreement will not conflict with
or result in a breach of any of the terms or provisions of any agreement to
which the Partnership is a party or by which it is bound, nor will such action
result in a violation of the provisions of the Partnership Agreement or
Partnership Certificate or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Partnership or
any of its properties.
(f) A separate escrow account will be opened at European American Bank
(the "Escrow Agent") and maintained for all funds received from subscribers for
Units. All payments received from persons desiring to purchase Units will be
deposited in such account and held in accordance with the terms of such Escrow
Agreement.
(g) PricewaterhouseCoopers LLP, who have certified certain financial
statements contained in the Registration Statement, are independent public
accountants as required by the Act.
4. Conditions of Closing. The obligations of the parties hereunder
shall at all times be subject to the continued accuracy of all representations
and warranties of the parties contained herein as though such representations
and warranties had been made at and as of such times, and the following
additional conditions:
(a) The Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the SEC; and all requests for additional information on the part
of the SEC shall have been complied with;
-5-
<PAGE> 6
(b) SB shall have received an opinion of Willkie Farr & Gallagher,
dated the Closing Date (as defined in Paragraph 7 below), in form and substance
satisfactory to it, to the effect that:
(i) The Partnership has been duly formed and is validly
existing as a limited partnership under the Partnership Law with full
partnership power and authority to carry out its obligations under this
Agreement and the Partnership Agreement, and to conduct its business as
described in the Prospectus, and, to the best of the knowledge of such counsel,
the Partnership conducts no business and owns or leases no properties which
would require it to qualify to do business as a foreign organization in any
jurisdiction;
(ii) The offer and sale of the Units has been duly authorized
by the Partnership and the Units constitute valid limited partnership interests
in the Partnership which conform to the description thereof contained in the
Prospectus; and the liability of each limited partner will be limited as set
forth in the Prospectus, and no limited partner will be subject to personal
liability for the debts, obligations, or liabilities of the Partnership by
reason of his being a limited partner, other than as described in the
Prospectus;
(iii) The offer and sale of the Units and the compliance by
the Partnership with all of the provisions of this Agreement will not conflict
with or result in a breach of any of the terms or provisions of the Partnership
Certificate or Partnership Agreement, or, to the best of the knowledge of such
counsel, any agreement to which the Partnership is a party or by which it is
bound;
(iv) To the best of the knowledge of such counsel, there is no
action, suit, litigation or proceeding before or by any court or governmental
agency, federal, state or local, pending or threatened against, or affecting or
involving the property or business of SBFM, or the business of the Partnership,
that would materially and adversely affect the condition (financial or
otherwise), business or prospects of SBFM or the Partnership; and
(v) The Registration Statement has become effective under the
Act, and, to the best of the knowledge of such counsel, no stop order suspending
the effectiveness of the Registration Statement has been issued nor has any
proceeding for the issuance of such an order been initiated or threatened.
5. Indemnification.
SB agrees to indemnify and hold harmless the Partnership against any
and all loss, liability, claim, damage and expense whatsoever (including but not
limited to any and all expense whatsoever reasonably incurred in investigating,
preparing or
-6-
<PAGE> 7
defending against any litigation, commenced or threatened, or any claim
whatsoever) arising out of or based upon any untrue or alleged untrue statement
of material fact contained in any preliminary prospectus, the Registration
Statement or the Prospectus (as from time to time amended and supplemented), or
any related sales material used by SB in connection with this offering of Units,
or the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading,
provided that such statement or omission was made in reliance upon and in
conformity with information furnished to the Partnership by SB, expressly for
use in any preliminary prospectus, the Registration Statement or Prospectus or
any amendment or supplement thereto.
6. Term.
(a) This Agreement may be terminated by SB, at its option, by giving
notice to the Partnership, if:
(i) there shall have been, since the respective dates as of
which information is given in the Registration Statement, any material adverse
change in the condition, financial or otherwise, of the Partnership or SBFM,
which change in its judgment shall render it inadvisable to proceed with the
offer and sale of the Units; or
(ii) any of the conditions specified in Section 4 hereof shall
not have been fulfilled when and as required by this Agreement to be fulfilled.
(b) The termination of this Agreement for any reason set forth in this
Section 6 shall not affect the obligations of the Partnership contained in
Section 2 hereof.
7. Closing Date.
The Closing Date shall not be later than ten business days following
the termination of the Initial Offering Period to which reference is made in
Section 1(a)(i) above.
8. Miscellaneous.
(a) All representations, warranties and agreements contained in this
Agreement shall remain operative and in full force and effect regardless of (i)
any investigation made by or on behalf of any party, (ii) delivery of and
payment for the Units, or (iii) termination of this Agreement.
(b) Except as otherwise expressly provided, this Agreement is made
solely for the benefit of, and shall be binding upon, the parties hereto and
their respective successors and assigns, and no other person shall have any
right or obligation under it. The terms "successors" and "assigns" shall not
include any purchasers, as such, of Units in the Partnership.
-7-
<PAGE> 8
(c) Whenever notice is required to be given by the provisions of this
Agreement, such notice shall be in writing and delivered personally or by
registered or certified mail, return receipt requested, postage prepaid, and
properly addressed as follows:
If to the Partnership to:
Salomon Smith Barney Global Diversified
Futures Fund L.P.
c/o Smith Barney Futures Management Inc.
390 Greenwich Street
New York, New York 10013
If to SB to:
Smith Barney Inc.
390 Greenwich Street
New York, New York 10013
If to SBFM to:
Smith Barney Futures Management Inc.
390 Greenwich Street
New York, New York 10013
(d) No party is authorized by the Partnership to give any information
or make any representation in connection with the offering of Units other than
those contained in the Prospectus and such sales literature the use of which has
been authorized in writing by the Partnership.
(e) This Agreement may be signed in counterpart.
-8-
<PAGE> 9
(f) This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, this Agreement has been executed by or on behalf of
the parties as of the day and year first above mentioned.
SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED FUTURES FUND L. P.
By: Smith Barney
Futures Management Inc.,
(General Partner)
By:_______________________________________
SMITH BARNEY FUTURES MANAGEMENT INC.
By:_______________________________________
SMITH BARNEY INC.
By:_______________________________________
-9-
<PAGE> 10
SCHEDULE I
SUITABILITY
(b)(2)(A) A member or person associated with a member shall not
underwrite or participate in a public offering of a direct participation program
unless standards of suitability have been established by the program for
participants therein and such standards are fully disclosed in the prospectus
and are consistent with the provisions of subparagraph (B) below.
(B) In recommending to a participant the purchase, sale or
exchange of an interest in a direct participation program, a member or person
associated with a member shall:
(i) have reasonable grounds to believe, on the basis
of information obtained from the participant concerning his investment
objectives, other investments, financial situation and needs, and any
other information known by the member or associated person, that:
a. the participant is or will be in a
financial position appropriate to enable him to
realize to a significant extent the benefits
described in the prospectus, including the tax
benefits where they are a significant aspect of the
program:
b. the participant has a fair market net
worth sufficient to sustain the risks inherent in the
program, including loss of investment and lack of
liquidity; and
c. the program is otherwise suitable for the
participant; and
(ii) maintain in the files of the member documents
disclosing the basis upon which the determination of
suitability was reached as to each participant.
(C) Notwithstanding the provisions of subparagraphs (A) and
(B) hereof, no member shall execute any transaction in a direct
participation program in a discretionary account without prior written
approval of the transaction by the customer.
(D) Subparagraphs (A) and (B), and, only in situations where
the member is not affiliated with the direct participation program,
Subparagraph (C), shall not apply to:
(i) a secondary public offering of or a secondary
market transaction in a unit, depositary receipt, or other interest in
a direct participation program for which
-10-
<PAGE> 11
quotations are displayed on Nasdaq or which is listed on a registered
national securities exchange; or
(ii) an initial public offering of a unit, depositary
receipt or other interest in a direct participation program for which
an application for inclusion on Nasdaq or listing on a registered
national securities exchange has been approved by Nasdaq or such
exchange and the applicant makes a good faith representation that it
believes such inclusion on Nasdaq or listing on an exchange will occur
within a reasonable period of time following the formation of the
program.
DISCLOSURE
(b)(3)(A) Prior to participating in a public offering of a direct
participation program, a member or person associated with a member shall have
reasonable grounds to believe, based on information made available to him by the
sponsor through a prospectus or other materials, that all material facts are
adequately and accurately disclosed and provide a basis for evaluating the
program.
(B) In determining the adequacy of disclosed facts pursuant to
subparagraph (A) hereof, a member or person associated with a member shall
obtain information on material facts relating at a minimum to the following, if
relevant in view of the nature of the program:
(i) items of compensation;
(ii) physical properties;
(iii) tax aspects;
(iv) financial stability and experience of the sponsor;
(v) the program's conflict and risk factors; and
(vi) appraisals and other pertinent reports.
(C) For purposes of subparagraphs (A) or (B) hereof, a member
or person associated with a member may rely upon the results of an inquiry
conducted by another member or members, provided that:
(i) the member or person associated with a member has
reasonable grounds to believe that such inquiry was conducted with due
care;
(ii) the results of the inquiry were provided to the
member or person associated with a member with the consent of the
member or members conducting or directing the inquiry; and
(iii) no member that participated in the inquiry is a
sponsor of the program or an affiliate of such sponsor.
-11-
<PAGE> 12
(D) Prior to executing a purchase transaction in a direct
participation program, a member or person associated with a member shall inform
the prospective participant of all pertinent facts relating to the liquidity and
marketability of the program during the term of the investment; provided,
however, that this paragraph (b) shall not apply to an initial or secondary
public offering of or a secondary market transaction in a unit, depositary
receipt or other interest in a direct participation program which complies with
subparagraph (2)(D).
-12-
<PAGE> 1
EXHIBIT 1.2
SOLICITING DEALER AGREEMENT
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L. P.
100,000 Units of Limited Partnership Interest
Ladies and Gentlemen:
We have entered into an agreement (the "Selling Agreement")
with, and have agreed to act as selling agent for, SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED FUTURES FUND L. P., a New York limited partnership (the
"Partnership"), in connection with the sale of up to 100,000 units of limited
partnership interest in the Partnership (the "Units"). The Units and the terms
of the offering are more fully described in the enclosed prospectus, receipt of
which you hereby acknowledge.
We are hereby inviting certain dealers, subject to the other
terms and conditions set forth below and in such Prospectus, to solicit
subscriptions for the Units. Such dealers who execute and deliver a Soliciting
Dealer Agreement are referred to herein as "Soliciting Dealers". You hereby
confirm that you are a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD") or if you are a non-member broker or
dealer in a country other than the United States, that you will comply with the
provisions of Rules 2730, 2740 and 2750 of the Conduct Rules of the NASD (the
"Rules") in making any sales to purchasers within the United States to the same
extent as if you were a member of the NASD and to comply with Rule 2420 of the
Rules as that Rule applies to a non-member broker/dealer in a country other than
the United States. You hereby confirm that you are registered with the Commodity
Futures Trading Commission ("CFTC") and you are a member of the National Futures
Association ("NFA") as an introducing broker or a futures commission merchant if
you will receive any portion of the commodity brokerage fees paid by the
Partnership and any of your associated persons who receive continuing
compensation in the form of a portion of the commodity brokerage commissions are
duly registered with the CFTC as an associated person of a futures commission
merchant or introducing broker and are associate members of the NFA (qualified
as an associated person by having taken the Series 3 Commodity Exam or having
been "grandfathered" as an associated person qualified to do commodities
brokerage).
The public offering price of the Units is to be $1,000 per
Unit during the Offering Period (as defined in the Selling Agreement), with the
minimum purchase being $5,000 except in the case of employee benefit plans, as
to which the minimum purchase is $2,000 (subject to higher minimum investments
required by certain states). You shall be paid as selling commissions a total of
up to $__ per Unit sold.
<PAGE> 2
In the event that the sale of Units for which you have
solicited a Subscription Agreement shall not occur, whether by reason of the
failure of any condition specified herein or in the Subscription Agreement or in
the Selling Agreement, rejection of the subscription by the Partnership or
otherwise, no commission in respect thereof shall be due. Commissions will be
payable only with respect to transactions lawful in the jurisdictions where they
occur.
You agree to retain in your records and make available to us
and the Partnership, for a period of at least six years, information
establishing that each purchaser of the Units pursuant to a Subscription
Agreement solicited by you is within the permitted class of investors under the
requirements set forth in the Prospectus, and under the requirements, if any, of
the jurisdiction in which such purchaser is a resident.
All subscriptions solicited by you will be subject to
acceptance by us and by the Partnership and we reserve the right in our
uncontrolled discretion to reject any such subscription, to accept or reject
subscriptions in the order of their receipt by the Partnership or otherwise, and
to allot. Neither you nor any other person is authorized to give any information
or make any representations other than those contained in the Prospectus in
connection with the sale of any of the Units. No Soliciting Dealer is authorized
to act as agent for us when offering any of the Units to the public or
otherwise, it being understood that you and each other Soliciting Dealer are
independent contractors with us. Nothing herein contained shall constitute you
or any other Soliciting Dealer an associate or partner with us.
Upon release by us, you may offer the Units at the Price to
the Public set forth in the Prospectus, subject to the terms and conditions
hereof.
This Agreement shall terminate upon the termination of the
Selling Agreement, unless earlier terminated. We may terminate this Agreement at
any time by written or telegraphic notice.
We shall have full authority to take such action as we may
deem advisable in respect of all matters pertaining to the offering. We shall be
under no liability to you except for lack of good faith and for obligations
expressly assumed by us in this Agreement. Nothing contained in this paragraph
is intended to operate as, and the provisions of this paragraph shall not
constitute, a waiver by you of compliance with any provision of the Securities
Act of 1933, as amended (the "1933 Act"), or of the rules and regulations
thereunder.
Upon application to us, we will inform you as to the
jurisdictions in which we believe the Units have been qualified for sale under,
or are exempt from the requirements of, the respective securities laws of such
jurisdictions, but we assume
-2-
<PAGE> 3
no responsibility or obligation as to your right to sell Units in any
jurisdiction.
You confirm that you are familiar with Securities Act Release
No. 4968 and Rule 15c2-8 under the Securities Exchange Act of 1934 (the "1934
Act"), relating to the distribution of preliminary and final prospectuses, and
confirm that you have complied and will comply therewith, as well as with all
other applicable provisions of the 1933 Act and 1934 Act, and the rules and
regulations promulgated thereunder. We will make available to you, to the extent
they are made available to us by the Partnership, such number of copies of the
Prospectus as you may reasonably request for the purposes contemplated by the
1933 Act, the 1934 Act, and the applicable rules and regulations thereunder.
You confirm your obligation to transmit customer funds to the
escrow agent in accordance with Rule 15c2-4 under the 1934 Act and the NASD's
Notices to Members 84-7, 84-64 and 87-61. Investors will be instructed to make
checks payable to European American Bank, Escrow Agent for SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L. P., Subscribers' Escrow Account No.
002-*******. Each Soliciting Dealer shall promptly, upon receipt of checks,
drafts or money orders from subscribers for Units, transmit such checks, drafts
or money orders, together with a copy of the executed Subscription Agreement, to
the Escrow Agent by noon of the second business day after the General Partner
receives the subscription documents for purposes of a suitability determination,
which documents were forwarded to the General Partner by noon of the next
business day following receipt of the check by the Soliciting Dealer.
You represent to us that you have complied or will comply with
Paragraphs (b)(2) and (b)(3) of Rule 2810 of the Conduct Rules of the NASD,
which sections require as follows:
SUITABILITY
(b)(2)(A) A member or person associated with a member shall not
underwrite or participate in a public offering of a direct participation program
unless standards of suitability have been established by the program for
participants therein and such standards are fully disclosed in the prospectus
and are consistent with the provisions of subparagraph (B) below.
(B) In recommending to a participant the purchase, sale or
exchange of an interest in a direct participation program, a member or person
associated with a member shall:
(i) have reasonable grounds to believe, on the basis
of information obtained from the participant concerning his investment
objectives, other investments, financial situation and needs, and any
other information known by the member or associated person, that:
-3-
<PAGE> 4
a. the participant is or will be in a
financial position appropriate to enable him to realize to a
significant extent the benefits described in the prospectus,
including the tax benefits where they are a significant aspect
of the program:
b. the participant has a fair market net
worth sufficient to sustain the risks inherent in the program,
including loss of investment and lack of liquidity; and
c. the program is otherwise suitable for the
participant; and
(ii) maintain in the files of the member documents
disclosing the basis upon which the determination of suitability was
reached as to each participant.
(C) Notwithstanding the provisions of subparagraphs (A) and
(B) hereof, no member shall execute any transaction in a direct
participation program in a discretionary account without prior written
approval of the transaction by the customer.
(D) Subparagraphs (A) and (B), and, only in situations where
the member is not affiliated with the direct participation program,
Subparagraph (C), shall not apply to:
(i) a secondary public offering of or a secondary
market transaction in a unit, depositary receipt, or other interest in
a direct participation program for which quotations are displayed on
Nasdaq or which is listed on a registered national securities exchange;
or
(ii) an initial public offering of a unit, depositary
receipt or other interest in a direct participation program for which
an application for inclusion on Nasdaq or listing on a registered
national securities exchange has been approved by Nasdaq or such
exchange and the applicant makes a good faith representation that it
believes such inclusion on Nasdaq or listing on an exchange will occur
within a reasonable period of time following the formation of the
program.
DISCLOSURE
(b)(3)(A) Prior to participating in a public offering of a direct
participation program, a member or person associated with a member shall have
reasonable grounds to believe, based on information made available to him by the
sponsor through a prospectus or other materials, that are material facts are
adequately and accurately disclosed and provide a basis for evaluating the
program.
-4-
<PAGE> 5
(B) In determining the adequacy of disclosed facts pursuant to
subparagraph (A) hereof, a member or person associated with a member shall
obtain information on material facts relating at a minimum to the following, if
relevant in view of the nature of the program:
(i) items of compensation;
(ii) physical properties;
(iii) tax aspects;
(iv) financial stability and experience of the sponsor;
(v) the program's conflict and risk factors; and
(vi) appraisals and other pertinent reports.
(C) For purposes of subparagraphs (A) or (B) hereof, a member
or person associated with a member may rely upon the results of an inquiry
conducted by another member or members, provided that:
(i) the member or person associated with a member has
reasonable grounds to believe that such inquiry was conducted with due
care;
(ii) the results of the inquiry were provided to the
member or person associated with a member with the consent of the
member or members conducting or directing the inquiry; and
(iii) no member that participated in the inquiry is a
sponsor of the program or an affiliate of such sponsor.
(D) Prior to executing a purchase transaction in a direct
participation program, a member or person associated with a member shall inform
the prospective participant of all pertinent facts relating to the liquidity and
marketability of the program during the term of the investment; provided,
however, that this paragraph (b) shall not apply to an initial or secondary
public offering of or a secondary market transaction in a unit, depositary
receipt or other interest in a direct participation program which complies with
subparagraph (2)(D).
Any notice from us to you shall be deemed to have been duly
given if mailed or telegraphed to you at the address to which this Agreement is
mailed.
-5-
<PAGE> 6
Please confirm your agreement hereto by signing and returning
to us the enclosed duplicate of this letter. Upon receipt thereof, this letter
and such signed duplicate copy will evidence the agreement between us. Notice
will thereafter be given to the Partnership in order that you shall become a
party to the Selling Agreement.
Very truly yours,
SMITH BARNEY INC.
By________________________________
AGREED AND ACCEPTED:
__________________________________
(Name of Soliciting Dealer)
By________________________________
(Signature of Soliciting Dealer)
__________________________________
(Address to which all communications
are to be sent)
Dated as of _________, 1998
-6-
<PAGE> 1
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
Certificate of Amendment of the Certificate of Limited Partnership of
Smith Barney Strategic Diversified Futures Fund L.P. under Section
121-202 of the Revised Limited Partnership Act
1. The name of the limited partnership is Smith Barney Strategic
Diversified Futures Fund L.P. (the "Limited Partnership").
2. The Certificate of Limited Partnership of the Limited Partnership was
filed on June 15, 1998.
3. Article 1 of the Certificate of Limited Partnership of the Partnership
is hereby amended in its entirety to read as follows:
1. The name of the limited partnership is as follows:
Salomon Smith Barney Global Diversified Futures Fund L.P.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment this 30th day of June, 1998, and affirm the statements contained
herein as true under penalties of perjury.
General Partner
Smith Barney Futures Management Inc.
By: /s/ David J. Vogel
------------------
David J. Vogel
President
<PAGE> 2
CERTIFICATE OF LIMITED PARTNERSHIP
OF
SMITH BARNEY STRATEGIC DIVERSIFIED FUTURES FUND L.P.
UNDER SECTION 121-201 OF
THE REVISED LIMITED PARTNERSHIP ACT
THE UNDERSIGNED, for the purpose of forming a limited partnership
pursuant to Section 121-201 of the Revised Limited Partnership Act of New York,
does hereby certify:
1. The name of the limited partnership is as follows:
Smith Barney Strategic Diversified Futures Fund L.P.
2. The county within this state, in which the office of the
limited partnership is to be located is:
New York.
3. The Secretary of State of the State of New York is hereby
designated the agent of the limited partnership upon whom process served against
the limited partnership may be served. The post office address within or without
New York State to which the Secretary will mail a copy of any process against
the limited partnership served upon him is:
Smith Barney Futures Management Inc.
390 Greenwich Street - 1st floor
New York, New York 10013
Attention: David J. Vogel.
4. CT Corporation System, having a business address at 1633
Broadway, New York, New York 10019, is hereby designated pursuant to section
121-105 of the Revised Limited Partnership Act of New York, the registered agent
of the limited partnership upon whom process against the limited partnership may
be served.
5. The name and business or residence address of each general
partner is as follows:
Smith Barney Futures Management Inc.
390 Greenwich Street - 1st floor
New York, New York 10013
6. The latest date upon which the limited partnership is to
dissolve is:
<PAGE> 3
December 31, 2018
7. Additional information determined by the general partner to be
included:
None.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
12th day of June 1998, and affirms that the statements contained herein are true
under penalty of perjury.
General Partner
Smith Barney Futures Management Inc.
By: /s/ David J. Vogel
--------------
David J. Vogel
President
-2-
<PAGE> 1
EXHIBIT 4.1
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L. P.
A NEW YORK LIMITED PARTNERSHIP
CERTIFICATE OF LIMITED PARTNERSHIP INTEREST
This is to certify that
is the owner of UNITS
of Limited Partnership interest in Salomon Smith Barney Global Diversified
Futures Fund L.P., a limited partnership organized and existing under the laws
of the State of New York, and that such Units are held pursuant to an Agreement
of Limited Partnership and are issued, owned, held and transferable subject to
the limitations, conditions and provisions of the Agreement of Limited
Partnership of the Partnership. No assignee or transferee of the Units of
Limited Partnership Interest represented hereby may become a substituted limited
partner in Salomon Smith Barney Global Diversified Futures Fund L. P. without
the consent of the General Partner, which consent may be withheld in the General
Partner's sole and absolute discretion.
IN WITNESS WHEREOF, Salomon Smith Barney Global Diversified Futures
Fund L. P. by its General Partner has issued this Certificate as evidence of the
ownership of the aforesaid Units of Limited Partnership Interest this day
of , 199 .
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L. P.
By: Smith Barney Futures Management Inc., its General Partner
<PAGE> 1
EXHIBIT 5.1
August 20, 1998
Salomon Smith Barney Global Diversified Futures Fund L. P.
c/o Smith Barney Futures Management Inc.
390 Greenwich Street - 1st Floor
New York, New York 10013
Re: Salomon Smith Barney Global Diversified Futures Fund L. P.
Ladies and Gentlemen:
We have acted as counsel for Salomon Smith Barney Global Diversified Futures
Fund L. P. (the "Partnership"), a limited partnership organized under the New
York Revised Limited Partnership Act (the "Act") in connection with the
preparation and filing with the Securities Exchange Commission under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-1 (the
"Registration Statement"), relating to 100,000 Units of limited partnership
interest in the Partnership (the "Units").
In this connection, we have examined originals or photostatic or certified
copies of all such documents, records, certificates and agreements as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.
On the basis of the foregoing, we are of the opinion that:
1. The Partnership is duly formed and validly existing as a limited
partnership under the Act.
2. Assuming (i) the due authorization, execution and delivery to the
General Partner of a Subscription Agreement by those persons and entities who
subscribed for Units in the offering described in the Prospectus (the "Limited
Partners"), (ii) the due acceptance by the General Partner of a Subscription
Agreement for each Limited Partner and the due acceptance by the General Partner
of the Limited Partners to the Partnership as limited partners of the
Partnership, (iii) the payment by each Limited Partner to the Partnership of the
full consideration due from him or it for the Units subscribed to by him or it,
(iv) that the books and records of the Partnership set forth all information
required by the Limited Partnership Agreement (the "Agreement") and the Act,
including all information
<PAGE> 2
Saloman Smith Barney Global
Diversified Future Fund L.P.
August 20, 1998
Page 2
with respect to all persons and entities to be admitted as Partners and their
contributions to the Partnership, (v) that the Limited Partners, as limited
partners, do not participate in the control of the business of the Partnership,
and (vi) that the Units are offered and sold as described in the Registration
Statement and the Agreement, (a) the Units to be issued to the Limited Partners
will represent valid limited partnership interests in the Partnership, as to
which the Limited Partners, as limited partners, will have no liability in
excess of their obligations to make contributions to the Partnership and their
share of the Partnership's assets and undistributed profits (subject to the
obligation of a Limited Partner to repay any funds wrongfully distributed to
it), and (b) the Limited Partners will be entitled to all of the benefits of
limited partners as permitted under the Act.
3. There are no provisions in the Agreement the inclusion of which would
cause the Limited Partners to be deemed to be participating in the control of
the business of the Partnership.
We hereby consent to the inclusion of our opinion as an exhibit to the
Partnership's Registration Statement.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE> 1
EXHIBIT 8.1
August 20, 1998
Salomon Smith Barney Global Diversified Futures Fund L.P.
c/o Smith Barney Futures Management Inc.
390 Greenwich Street - 1st floor
New York, New York 10013
Re: Salomon Smith Barney Global Diversified Futures Fund L.P.
Ladies and Gentlemen:
We have acted as counsel for Salomon Smith Barney Global Diversified Futures
Fund L.P., a limited partnership organized under the New York Revised Limited
Partnership Act (the "Partnership"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-1 (the "Registration
Statement"), relating to the registration of 100,000 Units of Limited
Partnership Interest in the Partnership.
In so acting, we have reviewed such data, documents, statutes and regulations
and have considered such questions of law and fact as we have deemed pertinent
for purposes of this opinion. Based upon the foregoing, we are of the opinion
that the Partnership will be classified as a partnership for federal income tax
purposes and not as an association taxable as a corporation. In addition, we
hereby confirm to you our opinion under the caption "Income Tax Aspects" in the
Prospectus constituting part of the Registration Statement including, in
particular, the description of the consequences to an investor of the classified
form of the Partnership as a partnership for federal income tax purposes. This
opinion is based upon the facts as stated in the Registration Statement and the
current federal income tax law and regulations. No tax ruling has been obtained
from the Internal Revenue Service confirming this treatment and the general
partner of the Partnership does not intend to request such a ruling.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE> 1
EXHIBIT 10.1
CUSTOMER AGREEMENT
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L. P.
This Agreement made and entered into as of the ___ day of ______, 1998,
by and between SALOMON SMITH BARNEY GLOBAL DIVERSIFIED FUTURES FUND L. P., a New
York limited partnership (the "Partnership"), and SMITH BARNEY INC., a Delaware
corporation ("SB").
W I T N E S S E T H :
WHEREAS, the Partnership has been organized to engage in the
speculative trading of commodity interests, including, but not limited to,
futures contracts, options and forward contracts; and
WHEREAS, the Partnership and SB wish to enter into this Agreement
setting forth the terms and conditions upon which SB will perform brokerage and
other services for the Partnership;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, it is agreed as follows:
1. Appointment of Broker/Dealer and Opening of Account. The Partnership
hereby appoints SB as its commodity broker/dealer through whom the Partnership
will execute trades in commodity interests including futures contracts, options
and forward contracts. As soon as practicable following the conclusion of the
Initial Offering Period (as defined in the Selling Agreement) of the units of
limited partnership interest in the Partnership (the "Units"), provided at least
15,000 Units are sold, the Partnership shall deposit or cause to be deposited
the partners' capital contributions in a commodity brokerage account with SB,
and will maintain all of its assets, as they from time to time exist, in such
account except for such amounts as may be necessary or desirable to be
maintained in a bank account to facilitate the payment of Partnership expenses,
redemptions or distributions. The Partnership shall execute such other documents
as shall be necessary or appropriate to permit SB to perform its services
hereunder.
2. Services of SB. SB agrees to use its best efforts to effect
transactions for the Partnership's account and agrees to assist the Partnership
or its general partner, Smith Barney Futures Management Inc. (the "General
Partner"), in (a) calculating the Partnership's Net Assets and Net Asset Value
(as such terms are defined in the Partnership's Limited Partnership Agreement)
at such times as may be required, (b) calculating any fees due the Partnership's
trading advisors (the "Advisors"; each individually an "Advisor"), (c) preparing
and confirming financial information for annual or interim audits and reports
and (d) establishing procedures for effecting redemptions, cash distributions
and the liquidation of the Partnership upon
<PAGE> 2
termination. SB further agrees to furnish clerical and bookkeeping support for
the administration of the Partnership.
3. (a) Brokerage and Other Fees. With respect to transactions effected
by SB on behalf of the Partnership's account requested by Eagle Trading Systems
Inc. ("Eagle"), Eckhardt Trading Company ("Eckhardt") and Rabar Market Research,
Inc. ("Rabar"), the Partnership shall pay to SB a monthly brokerage fee equal to
9/20 of 1% of month-end Net Assets of the Partnership allocated to Eagle,
Eckhardt and Rabar (5.4% per year) in lieu of brokerage commissions on a per
trade basis. With respect to transactions effected by SB on behalf of the
Partnership's account requested by Campbell & Company, Inc. ("Campbell"), the
Partnership shall pay to SB $54.00 per round-turn. For accounts charged on a
round-turn basis, brokerage fees shall not exceed 9/20 of 1% of month-end Net
Assets of the Partnership (5.4% per year). The Partnership shall also pay all
National Futures Association, exchange, clearing, user, give-up, and floor
brokerage fees, or shall reimburse SB for all such fees previously paid by SB on
behalf of the Partnership. This fee may be increased or decreased at any time at
SB's discretion upon notice to the Partnership.
(b) Reimbursement of Offering Expenses. The Partnership shall
reimburse SB for the total amount of the offering and organizational expenses of
the Initial Offering Period, plus interest at the prime rate quoted by The Chase
Manhattan Bank in equal installments over the first 24 months after trading
commences.
4. Payment of Interest. All of the assets of the Partnership which are
deposited in the Partnership's accounts at SB will be deposited and maintained
in cash. During the term of this Agreement, SB will, within ten (10) days
following the end of each calendar month, credit the Partnership's brokerage
accounts with a sum representing interest on eighty percent (80%) of the average
daily equity maintained in cash in such accounts during such month (i.e., the
sum of the daily cash balances in such accounts divided by the total number of
calendar days in that month) at a 30-day Treasury bill rate determined weekly by
SB based on the average non-competitive yield on 3-month U. S. Treasury bills
maturing in 30 days (or on the maturity date closest thereto) from the date on
which such weekly rate is determined. Interest paid to the Partnership by SB
will be used to reimburse SB for the total amount of offering and organizational
expenses (but not selling commissions) of the Initial Offering Period, plus
interest at the prime rate quoted by The Chase Manhattan Bank. The equity
maintained in cash in the account on Saturdays, Sundays and holidays shall be
the equity maintained in cash in the account as of the close of business on the
next preceding business day.
5. Trading Authorization. The General Partner has entered into
Management Agreements with Campbell, Eagle, Eckhardt
2
<PAGE> 3
and Rabar as the Partnership's Advisors pursuant to which the Advisor shall have
discretion to order purchases and sales of commodity interests including futures
contracts, options and forward contracts. SB is hereby authorized to execute all
orders placed by the Advisors for the account of the Partnership until notified
by the General Partner to the contrary, and shall have no obligation to inquire
into the reason for or method of determining such orders, nor any obligation to
monitor such orders in relation to the Partnership's trading policies. The
provisions of this Paragraph 5 shall apply with equal force and effect to any
other commodity trading advisor designated in the future by the General Partner.
6. Terms of the Account. The following terms and conditions shall be
applicable to the Partnership's account:
(a) The word "property" is used herein to mean securities of
all kinds, monies, options, commodities and contracts for the future delivery
of, or otherwise relating to, commodities or securities and all property usually
and customarily dealt in by brokerage firms.
(b) All transactions for the Partnership's account shall be
subject to the regulations of all applicable federal, state and self-regulatory
agencies including, but not limited to, the various commodity exchanges and the
constitution, rules and customs, as the same may be constituted from time to
time, of the exchange or market (and its clearing house, if any) where executed.
Actual deliveries are intended on all transactions. The Partnership also agrees
not to exceed the speculative position limits for its own account, acting alone
or in concert with others, and promptly to advise SB if it is required to file
reports of its commodity positions with the Commodity Futures Trading
Commission.
(c) Any and all property belonging to the Partnership, or in
which it may have an interest, held by SB or carried in the Partnership's
account (either individually or jointly with others) shall be subject to a
general lien for the discharge of the Partnership's obligations to SB, wherever
or however arising and without regard to whether or not SB has made advances
with respect to such property, and SB is hereby authorized to sell and/or
purchase any and all property in the Partnership's account without notice to
satisfy such general lien.
(d) The Partnership agrees to maintain such collateral and/or
margin as SB may, in its discretion, require from time to time and will pay on
demand any amount owing with respect to its account. Against a "short" position
in any commodity contract, prior to the maturity thereof, the Partnership will
give SB instructions to cover, or furnish SB with all necessary delivery
documents, and in default thereof, SB may, without demand or notice, cover the
contracts, or if an order to buy in such contracts cannot be executed under
prevailing conditions, SB may
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procure the actual commodity and make delivery thereof upon any terms and by any
method which may be feasible. It is further agreed that if the Partnership fails
to receive sufficient funds to pay for any commodities and commodity futures
contracts and/or to satisfy any demands for original and/or variation margin, SB
may, without prior demand and notice, sell any property held by it in the
Partnership's account and any loss resulting therefrom will be charged to the
Partnership's account.
(e) SB may, whenever in its discretion it considers it
necessary for its protection, sell any or all property held in the Partnership's
account, cancel any open orders for the purchase or sale of any property with or
without notice to the Partnership, and SB may borrow or buy in any property
required to make delivery against any sales, including a short sale, effected
for the Partnership. Such sale or purchase may be public or private and may be
made without advertising or notice to the Partnership and in such manner as SB
may, in its discretion, determine, and no demands, calls, tenders or notices
which SB may make or give in any one or more instances shall invalidate the
aforesaid waiver on the Partnership's part. At any such sale SB may purchase the
property free of any right of redemption and the Partnership shall be liable for
any deficiency in its account.
(f) SB and the Partnership agree that the parties shall have
the right to offset any unrealized gains and losses on the Partnership's open
positions and to net any open orders for the purchase or sale of any property of
the Partnership.
(g) The Partnership agrees to pay service fees and/or
interest charges upon its account monthly at the prevailing and/or allowable
rates according to the laws of the State of New York, as determined by SB at the
time of the acceptance of this Agreement in its New York office and thereafter.
(h) If any provisions herein are or should become
inconsistent with any present or future law, rule or regulation of any sovereign
government or a regulatory body having jurisdiction over the subject matter of
this Agreement, such provision shall be deemed to be rescinded or modified in
accordance with any such law, rule or regulation. In all other respects, this
Agreement shall continue and remain in full force and effect.
(i) The Fund hereby consents that SB, its agents, or floor
brokers handling SB orders, may, without prior notice, execute the Fund's orders
in which SB's directors, officers, employees, agents, or the floor broker, may
directly or indirectly, become the buyer to Fund's sell order or the seller to
Fund's buy order, provided that such executions are made in accordance with
applicable exchange rules and any applicable provisions of the Commodity
Exchange Act or regulations of the CFTC.
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7. Indemnification. (a) In any action, suit, or proceeding to which SB
was or is a party or is threatened to be made a party by reason of the fact that
it is or was the commodity broker for the Partnership (other than an action by
or in the right of the Partnership), the Partnership shall indemnify and hold
harmless SB, subject to subparagraph (c), against any loss, liability, damage,
cost, expense (including attorneys' fees and accountants' fees), judgments and
amounts paid in settlement actually and reasonably incurred by it in connection
with such action, suit or proceeding if SB acted in good faith and in a manner
it reasonably believed to be in the best interests of the Partnership, except
that no indemnification shall be made in respect of any claim, issue or matter
which as to SB constituted negligence, misconduct or breach of its fiduciary
obligations to the Partnership, unless, and only to the extent that, the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, SB is fairly and reasonably entitled to indemnification for such expenses
which such court shall deem proper; and further provided that no indemnification
shall be available from the Partnership if such indemnification is prohibited by
Section 16 of the Partnership Agreement. The termination of any action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that SB did not act in good faith, and in a manner which it
reasonably believed to be in or not opposed to the best interests of the
Partnership.
(b) To the extent that SB has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subparagraph (a) above, or in defense of any claim, issue or matter therein, the
Partnership shall indemnify it against the expenses, including attorneys' fees,
actually and reasonably incurred by it in connection therewith.
(c) Any indemnification under subparagraph (a) above, unless
ordered by a court, shall be made by the Partnership only as authorized in the
specific case and only upon a determination by independent legal counsel in a
written opinion that indemnification is proper in the circumstances because SB
has met the applicable standard of conduct set forth in subparagraph (a) above.
(d) The term SB as used in this Paragraph 7 shall include SB,
its officers, directors, stockholders, employees and affiliates.
8. Termination. This Agreement may be terminated at any time by either
party hereto upon notice to the other, in which event the brokerage accounts
shall be closed and all positions open at such time shall be liquidated or shall
be transferred to another broker as directed by the Partnership.
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9. Miscellaneous. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. This
Agreement shall be governed by the laws of the State of New York.
6
<PAGE> 7
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first above written.
SALOMON SMITH BARNEY GLOBAL DIVERSIFIED
FUTURES FUND L.P.
By: Smith Barney Futures Management Inc.
(General Partner)
By:_________________________________________
David J. Vogel
President and Director
SMITH BARNEY INC.
By:_________________________________________
Name:
Title:
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<PAGE> 1
EXHIBIT 10.3
ESCROW AGREEMENT
TO: European American Bank
335 Madison Avenue
New York, New York 10017
Attention: Financial Institutions North America
The following property is to be deposited with you as Escrow Agent in
one or more Money Market Accounts which shall be entitled "Salomon Smith Barney
Global Diversified Futures Fund L. P." (Escrow Accounts):
All proceeds of subscriptions (the "Escrow Property") for Units of
Limited Partnership Interest ("Units") in SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED FUTURES FUND L. P., a New York limited partnership (the
"Partnership"), received by Smith Barney Inc. ("SB"), Selling Agent for the
Partnership, or additional selling agents appointed by SB. SB shall deliver to
all such prospective subscribers interim receipts for the amount of the funds
deposited in this escrow.
As Escrow Agent, you are hereby directed to hold, deal with and dispose
of the Escrow Property and any other property at any time held by you hereunder
subject to the terms and conditions hereinafter set forth:
1. During the Initial Offering Period (as defined in Paragraph 6
below), all Escrow Property (up to the collected balances in the account or
accounts and as the balances become collected in the account or accounts)
deposited with the Escrow Agent and any interest earned thereon (which shall
also be part of the Escrow Property) shall be paid over and delivered to the
Partnership as directed by written notice by Smith Barney Futures Management
Inc., general partner of the Partnership (the "General Partner"), as soon as
practicable after receipt by the Escrow Agent of such written notice in
accordance with Paragraph 2 below. In the event the General Partner has directed
you to operate two bank money market accounts for the Partnership, such request
shall specify the account from which the Escrow Property should be paid over and
delivered to the Partnership.
2. If subscriptions for Units in the aggregate value of $15,000,000
have been received during the Initial Offering Period (as defined in Paragraph 6
below), as evidenced by an affidavit of the General Partner attesting to said
fact, the Escrow Property shall be paid over and delivered to the Partnership as
soon as practicable after the receipt of the written request of the General
Partner. Any interest earned on the Escrow Property (which shall also be part of
the Escrow Property) shall be returned by the General Partner directly to each
subscriber in proportion to their respective subscriptions and to the period
their respective subscriptions were held in escrow. During the Continuous
Offering Period (as defined in Paragraph 6 below), all Escrow Property deposited
with the Escrow
<PAGE> 2
Agent and any interest earned thereon (which shall also be part of the Escrow
Property) shall be paid over and delivered to the Partnership on the first day
of the month succeeding the request. Any such request shall be made sufficiently
in advance of the first day of a month to provide sufficient time for the Escrow
Agent to process the request for delivery to the Partnership on the first day of
the month. If subscriptions for Units in the aggregate value of $15,000,000 have
not been received during the Initial Offering Period, as evidenced by an
affidavit of the General Partner attesting to said fact, the Escrow Property
will be paid over and delivered by the Escrow Agent directly to subscribers as
soon as practicable after receipt of written directions from the General
Partner.
3. Prior to delivery of the Escrow Property to the Partnership as
described in Paragraph 2 above, the Partnership shall have no title to or
interest in the funds on deposit, and such funds shall under no circumstances be
subject to the payment or satisfaction of the liabilities or indebtedness of the
Partnership.
4. The Escrow Agent shall cause all funds deposited with it pursuant to
this Escrow Agreement to be maintained and invested as the General Partner shall
from time to time direct by written instructions delivered to the Escrow Agent,
in an interest-bearing money market account or accounts, which can be readily
liquidated on twenty-four hours notice, in an amount equal to the collected
balances in the account or accounts, as permitted under the Securities and
Exchange Commission's Rule 240.15c2-4.
5. Within 15 days of receipt of a subscription agreement, the General
Partner may notify the Escrow Agent that a subscription agreement of a
subscriber has not been accepted, and the General Partner may direct the Escrow
Agent by written instruction to return any funds held in the escrow for the
benefit of such subscriber directly to such subscriber, together with such
subscriber's proportionate share of any interest earned on the Escrow Property
during the period such funds were held in the escrow.
6. The Initial Offering Period for the Units shall mean a period of 90
days commencing on the date the Partnership's Registration Statement is declared
effective unless the General Partner terminates the offering at an earlier date
or extends the Initial Offering Period for up to an additional 60 days in which
case the Initial Offering Period shall mean such period as so terminated or
extended. The General Partner shall provide the Escrow Agent with prompt written
notice of any such termination or extension. The Continuous Offering Period for
the Units shall mean a period commencing on the termination of the Initial
Offering Period (if at least 15,000 Units are sold during the Initial Offering
Period) and ending upon the sale of 100,000 Units.
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7. Any of the persons whose names and signatures appear on Schedule 1
annexed hereto are authorized by the General Partner to deliver any instruction
or notice to the Escrow Agent required or permitted by this Escrow Agreement.
8. (a) As Escrow Agent hereunder, you shall have no duties or
responsibilities except those expressly set forth herein. The Escrow Agent shall
act hereunder merely as a depository and in a ministerial capacity. The Escrow
Agent shall not be deemed to be a trustee for any person. In the event checks
are received which represent proceeds of subscriptions, Escrow Agent will
deposit the checks for collection, but shall be under no duty to enforce the
collection of any check. The Escrow Agent shall not be responsible for the form,
terms, validity or negotiability of the checks, the validity of any signature on
any check, or the authority of any person to sign or issue any check.
(b) The Escrow Agent may consult with counsel and shall be
fully protected with respect to any action taken or omitted by it in good faith
on advice of counsel and you shall have no liability hereunder except for your
bad faith or negligence. You shall have no responsibility as to the validity or
value of the Escrow Property and you may rely on any certificate, statement,
request, consent, agreement or other instrument which you believe to be genuine
and to have been signed or presented by a proper person or persons. You shall
not be bound by any modification of this Escrow Agreement unless in writing and
signed by all parties hereto and actually received by you and, if your duties as
Escrow Agent hereunder are affected, unless you shall have given prior written
consent thereto. In the event that you shall be uncertain as to your duties or
rights hereunder or shall receive instructions from any of the undersigned with
respect to the Escrow Property which, in your opinion, are in conflict with any
of the provisions of this Escrow Agreement, you shall be entitled to refrain
from taking any action other than to retain the Escrow Property until you shall
be directed otherwise in writing by the unanimous consent of the parties hereto
or by final order of a court of competent jurisdiction.
(c) The Escrow Agent may, at its own discretion, refuse to
accept any deposits lacking the required documentation or containing
discrepancies.
(d) In any event when the Escrow Agent receives disbursement
instructions, it is expressly understood and agreed that the Escrow Agent shall
not be required to make any such disbursement until such amount is, to the
Escrow Agent's satisfaction, available in cleared funds. Further, in no event
shall the aggregate amount of payments made by the Escrow Agent exceed the
amount of Escrow Property.
9. Any notice which the Escrow Agent is required or desires to give
hereunder to any of the undersigned shall be in
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writing and shall be deemed to have been duly given on the date of service if
served personally on the party to whom notice is to be given, on the following
day if given by telegram, or on the third day after mailing if mailed to the
party to whom notice is to be given by first class mail, registered or certified
with return receipt requested, postage prepaid, and properly addressed as
follows:
To: Salomon Smith Barney Global Diversified Futures Fund L.P.
and Smith Barney Futures Management Inc.
390 Greenwich Street - 1st floor
New York, New York 10013
Attention: Mr. David J. Vogel
To: Smith Barney Inc.
390 Greenwich Street - 1st floor
New York, New York 10013
Attention: Mr. David J. Vogel
Notices to the Escrow Agent shall be in writing and shall not be deemed to be
given until actually received by the Escrow Agent. Whenever under the terms
hereof the time for giving a notice or performing an act falls upon a Saturday,
Sunday or bank holiday, such time shall be extended to the Escrow Agent's next
business day.
10. If any property subject hereto is at any time attached, garnished
or levied upon, shall become or be the subject of any court order, or in case
the payment, assignment, transfer, conveyance or delivery of the Escrow Property
shall be stayed or enjoined by any court order, or in case any order, judgment
or decree shall be made or entered by any court affecting such property, or any
part thereof, then in any of such events the Escrow Agent is authorized, in its
sole discretion, to rely upon and comply with any such order, writ, judgment or
decree, which it is advised by legal counsel of its own choosing, is binding
upon it, and if it complies with any such order, writ, judgment or decree, it
shall not be liable to any of the parties hereto or to any other person, firm,
or corporation for any losses, claims, costs, payments or expenses by reason of
such compliance, even though such order, writ, judgment or decree may be
subsequently reversed, modified, annulled, set aside or vacated.
11. The Escrow Agent may resign by giving ten (10) days' written notice
to the undersigned, and thereafter shall deliver the Escrow Property to a
successor escrow agent acceptable to all parties hereto, which acceptance shall
be evidenced by the joint written and signed order of the undersigned. If no
such order is received by the Escrow Agent by such resignation date, the
obligations of the Escrow Agent shall nevertheless cease and terminate and the
Escrow Agent is
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unconditionally and irrevocably authorized and empowered to send the Escrow
Property by registered or certified mail to the respective subscribers thereof.
12. SB shall reimburse the Escrow Agent for all out-of-pocket expenses
(including, without limitation, New York taxes and other governmental charges)
incurred by you in connection with your duties hereunder and shall indemnify you
against and save you harmless against any and all claims, liabilities, costs,
payments and expenses, including fees of counsel (who may be selected by you),
for anything done or omitted by you in the performance of this Agreement, except
as a result of your own negligence or bad faith, and you shall have a lien on
the Escrow Property for the amount thereof. All such fees and expenses shall be
paid by SB.
13. In addition, SB agrees to pay the Escrow Agent an Escrow Agent fee
of $2,500 per Escrow Account established. Additionally, SB agrees to pay
applicable fees as set forth in Schedules 2 and 3 annexed hereto.
14. In the event that any checks or other instruments deposited in the
account or accounts established to hold the Escrow Property prove uncollectible
after the funds represented thereby have been released pursuant to the
Agreement, SB shall promptly reimburse the Escrow Agent therefor upon request,
and the Escrow Agent shall deliver the returned checks or other instruments to
SB.
15. Nothing in this Agreement is intended to or shall confer upon
anyone other than the parties hereto any legal or equitable right, remedy or
claim. This Agreement shall be governed by, and its provisions construed in
accordance with, the laws of the State of New York, and may be modified only in
writing executed by all parties hereto.
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16. This Agreement may be executed in one or more counterparts, but in
such event each counterpart shall constitute an original and all of such
counterparts shall constitute one Agreement.
Dated as of August __, 1998
Parties to the Escrow
SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED FUTURES FUND L.P.
By: Smith Barney
Futures Management Inc.,
General Partner
By___________________________________
SMITH BARNEY FUTURES
MANAGEMENT INC.
By___________________________________
SMITH BARNEY INC.
By___________________________________
ACCEPTED:
EUROPEAN AMERICAN BANK
By____________________
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SCHEDULE 1
Name Title Signature
David J. Vogel President and
Director _______________
Daniel R. McAuliffe, Jr. Director _______________
Daniel A. Dantuono Treasurer,
Director and Chief
Financial Officer _______________
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EXHIBIT 10.4
MANAGEMENT AGREEMENT
AGREEMENT made as of the _____ day of July, 1998 among SMITH BARNEY
FUTURES MANAGEMENT INC., a Delaware corporation ("SBFM"), SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L.P., a New York limited partnership (the
"Partnership") and CAMPBELL & COMPANY, INC., a Maryland corporation (the
"Advisor").
W I T N E S S E T H :
WHEREAS, SBFM is the general partner of Salomon Smith Barney Global
Diversified Futures Fund L.P., a limited partnership organized for the purpose
of speculative trading of commodity interests, including futures contracts,
options and forward contracts with the objective of achieving substantial
capital appreciation; and
WHEREAS, the Limited Partnership Agreement establishing the Partnership
(the "Limited Partnership Agreement") permits SBFM to delegate to one or more
commodity trading advisors SBFM's authority to make trading decisions for the
Partnership; and
WHEREAS, the Advisor is registered as a commodity trading advisor with
the Commodity Futures Trading Commission ("CFTC") and is a member of the
National Futures Association ("NFA"); and
WHEREAS, SBFM is registered as a commodity pool operator with the CFTC
and is a member of the NFA; and
WHEREAS, SBFM, the Partnership and the Advisor wish to enter into this
Agreement in order to set forth the terms and conditions upon which the Advisor
will render and implement advisory services in connection with the conduct by
the Partnership of its commodity trading activities during the term of this
Agreement;
NOW, THEREFORE, the parties agree as follows:
1. DUTIES OF THE ADVISOR. (a) Upon the commencement of trading
operations by the Partnership and for the period and on the terms and conditions
of this Agreement, the Advisor shall have sole authority and responsibility, as
one of the Partnership's agents and attorneys-in-fact, for directing the
investment and reinvestment of the assets and funds of the Partnership allocated
to it by the General Partner in commodity interests, including commodity futures
contracts, options and forward contracts. All such trading on behalf of the
Partnership shall be in accordance with the trading strategies and trading
policies set forth in the Prospectus and Disclosure Document to be dated on or
about August 21, 1998, as supplemented (the "Prospectus"), and as such trading
policies may be changed from time to time upon receipt by the Advisor of prior
written notice
<PAGE> 2
of such change and pursuant to the trading strategy selected by SBFM to be
utilized by the Advisor in managing the Partnership's assets. SBFM has initially
selected the Advisor's Financial, Metal and Energy Small Portfolio to manage the
Partnership's assets allocated to it. Any open positions or other investments at
the time of receipt of such notice of a change in trading policy shall not be
deemed to violate the changed policy and shall be closed or sold in the ordinary
course of trading. The Advisor may not deviate from the trading policies set
forth in the Prospectus without the prior written consent of the Partnership
given by SBFM. The Advisor makes no representation or warranty that the trading
to be directed by it for the Partnership will be profitable or will not incur
losses.
(b) SBFM acknowledges receipt of the Advisor's Disclosure
Document dated January 15, 1998 as filed with the NFA and CFTC. All trades made
by the Advisor for the account of the Partnership shall be made through such
commodity broker or brokers as SBFM shall direct, and the Advisor shall have no
authority or responsibility for selecting or supervising any such broker in
connection with the execution, clearance or confirmation of transactions for the
Partnership or for the negotiation of brokerage rates charged therefor. However,
the Advisor, with the prior written permission (by either original or fax copy)
of SBFM, may direct all trades in commodity futures and options to a futures
commission merchant or independent floor broker it chooses for execution with
instructions to give-up the trades to the broker designated by SBFM, provided
that the futures commission merchant or independent floor broker and any give-up
or floor brokerage fees are approved in advance by SBFM. All give-up or similar
fees relating to the foregoing shall be paid by the Partnership after all
parties have executed the relevant give-up agreements (by either original or fax
copy).
(c) The initial allocation of the Partnership's assets to the
Advisor will be made to the Advisor's Financial, Metal and Energy Small
Portfolio. In the event the Advisor wishes to use a trading system or
methodology other than or in addition to the system or methodology outlined in
the Prospectus in connection with its trading for the Partnership, either in
whole or in part, it may not do so unless the Advisor gives SBFM prior written
notice of its intention to utilize such different trading system or methodology
and SBFM consents thereto in writing. In addition, the Advisor will provide five
days' prior written notice to SBFM of any change in the trading system or
methodology to be utilized for the Partnership which the Advisor deems material.
If the Advisor deems such change in system or methodology or in markets traded
to be material, the changed system or methodology or markets traded will not be
utilized for
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the Partnership without the prior written consent of SBFM. In addition, the
Advisor will notify SBFM of any changes to the trading system or methodology
that would require a change in the description of the trading strategy or
methods described in the Prospectus. Further, the Advisor will provide the
Partnership with a current list of all commodity interests to be traded for the
Partnership's account and will not trade any additional commodity interests for
such account without providing notice thereof to SBFM and receiving SBFM's
written approval. The Advisor also agrees to provide SBFM, on a monthly basis,
with a written report of the assets under the Advisor's management together with
all other matters deemed by the Advisor to be material changes to its business
not previously reported to SBFM. The Advisor further agrees that it will convert
foreign currency balances (not required to margin positions denominated in a
foreign currency) to U.S. dollars no less frequently than monthly. U.S. dollar
equivalents in individual foreign currencies of more than $100,000 will be
converted to U.S. dollars within one business day after such funds are no longer
needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the
Partnership regarding itself and its principals as defined in Part 4 of the
CFTC's regulations ("principals"), shareholders, directors, officers and
employees, their trading performance and general trading methods, its customer
accounts (but not the identities of or identifying information with respect to
its customers) and otherwise as are required in the reasonable judgment of SBFM
to be made in any filings required by Federal or state law or NFA rule or order.
Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor is not
required to disclose the actual trading results of proprietary accounts of the
Advisor or its principals unless SBFM reasonably determines that such disclosure
is required in order to fulfill its fiduciary obligations to the Partnership or
the reporting, filing or other obligations imposed on it by Federal or state law
or NFA rule or order. The Partnership and SBFM acknowledge that the trading
advice to be provided by the Advisor is a property right belonging to the
Advisor and that they will keep all such advice confidential. Further, SBFM
agrees to treat as confidential any results of proprietary accounts and/or
proprietary information with respect to trading systems obtained from the
Advisor.
(e) The Advisor understands and agrees that SBFM may designate
other trading advisors for the Partnership and apportion or reapportion to such
other trading advisors the management of an amount of Net Assets (as defined in
Section 3(b) hereof) as it shall determine in its absolute discretion. The
designation of other trading advisors and the apportionment or
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<PAGE> 4
reapportionment of Net Assets to any such trading advisors pursuant to this
Section 1 shall neither terminate this Agreement nor modify in any regard the
respective rights and obligations of the parties hereunder. The Advisor may
terminate this Agreement immediately if the Net Assets of the Partnership
managed by the Advisor fall below $500,000 (after adjustment for trading losses
and redemptions).
(f) SBFM may, from time to time, in its absolute discretion,
select additional trading advisors and reapportion funds among the trading
advisors for the Partnership as it deems appropriate. SBFM shall use its best
efforts to make reapportionments, if any, as of the first day of a month. The
Advisor agrees that it may be called upon at any time promptly to liquidate
positions in SBFM's sole discretion so that SBFM may reallocate the
Partnership's assets, meet margin calls on the Partnership's account, fund
redemptions, or for any other reason, except that SBFM will not require the
liquidation of specific positions by the Advisor. SBFM will use its best efforts
to give two days' prior notice to the Advisor of any reallocations or
liquidations.
(g) The Advisor will not be liable for trading losses in the
Partnership's account including losses caused by errors; provided, however, that
(i) the Advisor will be liable to the Partnership with respect to losses
incurred due to errors committed or caused by it or any of its principals or
employees in communicating improper trading instructions or orders to any broker
on behalf of the Partnership and (ii) the Advisor will be liable to the
Partnership with respect to losses incurred due to errors committed or caused by
any executing broker (other than any SBFM affiliate) selected by the Advisor;
notwithstanding the foregoing, the Advisor's liability in the aggregate shall in
no event exceed $500,000 for the errors of executing brokers selected by the
Advisor (other than SBFM affiliates), (it also being understood that SBFM, with
the assistance of the Advisor, will first attempt to recover such losses from
the executing broker). The liability limit will be subject to review and
revision (i) each June 30th; and (ii) each time an additional allocation of the
Partnership's assets is made to the Advisor.
2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the
Advisor shall be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Partnership in any way and shall not be deemed an agent, promoter
or sponsor of the Partnership, SBFM, or any other trading advisor. The Advisor
shall not be responsible to the Partnership, the General Partner, any trading
advisor or any
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<PAGE> 5
limited partners for any acts or omissions of any other trading advisor, whether
or not they are still acting as an advisor to the Partnership.
3. COMPENSATION. (a) In consideration of and as compensation
for all of the services to be rendered by the Advisor to the Partnership under
this Agreement, the Partnership shall pay the Advisor (i) an annual incentive
fee equal to 20% of New Trading Profits (as such term is defined below) earned
by the Advisor for the Partnership and (ii) a monthly fee for professional
management services equal to 1/6 of 1% (2% per year) of the month-end Net Assets
of the Partnership allocated to the Advisor. No incentive fee shall be paid
until the end of nearest calendar quarter ending at least twelve months after
trading commences (the "Initial Payment Date"), which fee shall be based on New
Trading Profits earned from the commencement of trading operations by the
Partnership through the end of that period. From that point on, incentive fees
will be paid as of the end of each twelve months following the Initial Payment
Date.
(b) "Net Assets" shall have the meaning set forth in Paragraph
7(d)(1) of the Limited Partnership Agreement dated as of June 15, 1998, and
without regard to further amendments thereto, provided that in determining the
Net Assets of the Partnership on any date, no adjustment shall be made to
reflect any distributions, redemptions or incentive fees payable as of the date
of such determination.
(c) "New Trading Profits" shall mean the excess, if any, of
Net Assets managed by the Advisor at the end of the fiscal period over Net
Assets managed by the Advisor at the end of the highest previous fiscal period
or Net Assets allocated to the Advisor 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, reallocations or capital
distributions, if any, made during the fiscal period decreased by interest or
other income, not directly related to trading activity, earned on the
Partnership's assets during the fiscal period, whether the assets are held
separately or in margin accounts. Ongoing expenses will be attributed to the
Advisor based on the Advisor's proportionate share of Net Assets. Ongoing
expenses above will not include expenses of litigation not involving the
activities of the Advisor on behalf of the Partnership. Ongoing expenses include
offering and organizational expenses of the Partnership. Interest income earned,
if any, will not be taken into account in computing New Trading Profits earned
by the Advisor. If Net Assets allocated to the Advisor are reduced due to
redemptions, distributions or reallocations (net of additions), there will be a
corresponding
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proportional reduction in the related loss carryforward amount that must be
recouped before the Advisor is eligible to receive another incentive fee.
(d) Annual incentive fees and monthly management fees shall be
paid within twenty (20) business days following the end of the period, as the
case may be, for which such fee is payable. In the event of the termination of
this Agreement as of any date which shall not be the end of a fiscal year or a
calendar month, as the case may be, the annually incentive fee shall be computed
as if the effective date of termination were the last day of the then current
year and the monthly management fee shall be prorated to the effective date of
termination. If, during any month, the Partnership does not conduct business
operations or the Advisor is unable to provide the services contemplated herein
for more than two successive business days, the monthly management fee shall be
prorated by the ratio which the number of business days during which SBFM
conducted the Partnership's business operations or utilized the Advisor's
services bears in the month to the total number of business days in such month.
(e) The provisions of this Paragraph 3 shall survive the
termination of this Agreement.
4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services
provided by the Advisor hereunder are not to be deemed exclusive. SBFM on its
own behalf and on behalf of the Partnership acknowledges that, subject to the
terms of this Agreement, the Advisor and its officers, directors, employees and
shareholder(s), may render advisory, consulting and management services to other
clients and accounts. The Advisor and its officers, directors, employees and
shareholder(s) shall be free to trade for their own accounts and to advise other
investors and manage other commodity accounts during the term of this Agreement
and to use the same information, computer programs and trading strategies,
programs or formulas which they obtain, produce or utilize in the performance of
services to SBFM for the Partnership. However, the Advisor represents, warrants
and agrees that it believes the rendering of such consulting, advisory and
management services to other accounts and entities will not require any material
change in the Advisor's basic trading strategies and will not affect the
capacity of the Advisor to continue to render services to SBFM for the
Partnership of the quality and nature contemplated by this Agreement.
(b) If, at any time during the term of this Agreement, the
Advisor is required to aggregate the Partnership's commodity
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positions with the positions of any other person for purposes of applying CFTC-
or exchange-imposed speculative position limits, the Advisor agrees that it will
promptly notify SBFM if the Partnership's positions are included in an aggregate
amount which exceeds the applicable speculative position limit. The Advisor
agrees that, if its trading recommendations are altered because of the
application of any speculative position limits, it will not modify the trading
instructions with respect to the Partnership's account in such manner as to
affect the Partnership substantially disproportionately as compared with the
Advisor's other accounts. The Advisor further represents, warrants and agrees
that under no circumstances will it knowingly or deliberately use trading
strategies or methods for the Partnership that are inferior to strategies or
methods employed for any other client or account and that it will not knowingly
or deliberately favor any client or account managed by it over any other client
or account in any manner, it being acknowledged, however, that different trading
strategies or methods may be utilized for differing sizes of accounts, accounts
with different trading policies, accounts experiencing differing inflows or
outflows of equity, accounts which commence trading at different times, accounts
which have different portfolios or different fiscal years, accounts utilizing
different executing brokers and accounts with other differences, and that such
differences may cause divergent trading results.
(c) It is acknowledged that the Advisor and/or its officers,
employees, directors and shareholder(s) presently act, and it is agreed that
they may continue to act, as advisor for other accounts managed by them, and may
continue to receive compensation with respect to services for such accounts in
amounts which may be more or less than the amounts received from the
Partnership.
(d) The Advisor agrees that it shall make such information
available to SBFM respecting the performance of the Partnership's account as
compared to the performance of other accounts managed by the Advisor or its
principals as shall be reasonably requested by SBFM. The Advisor presently
believes and represents that existing speculative position limits will not
materially adversely affect its ability to manage the Partnership's account
given the potential size of the Partnership's account and the Advisor's and its
principals' current accounts and all proposed accounts for which they have
contracted to act as trading manager.
5. TERM. (a) This Agreement shall continue in effect until
June 30, 1999. SBFM may, in its sole discretion, renew this Agreement for
additional one-year periods upon notice to the
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Advisor not less than 30 days prior to the expiration of the previous period. At
any time during the term of this Agreement, SBFM may terminate this Agreement at
any month-end upon 30 days' notice to the Advisor. At any time during the term
of this Agreement, SBFM may elect to immediately terminate this Agreement upon
30 days' notice to the Advisor if (i) the Net Asset Value per Unit shall decline
as of the close of business on any day to $400 or less; (ii) the Net Assets
allocated to the Advisor (adjusted for redemptions, distributions, withdrawals
or reallocations, if any) decline by 50% or more as of the end of a trading day
from such Net Assets' previous highest value; (iii) limited partners owning at
least 50% of the outstanding Units shall vote to require SBFM to terminate this
Agreement; (iv) the Advisor fails to comply with the terms of this Agreement;
(v) SBFM, in good faith, reasonably determines that the performance of the
Advisor has been such that SBFM's fiduciary duties to the Partnership require
SBFM to terminate this Agreement; or (vi) SBFM reasonably believes that the
application of speculative position limits will substantially affect the
performance of the Partnership. At any time during the term of this Agreement,
SBFM may elect immediately to terminate this Agreement if (i) the Advisor
merges, consolidates with another entity, sells a substantial portion of its
assets, or becomes bankrupt or insolvent, except as provided in Section 10
hereof, (ii) D. Keith Campbell dies, becomes incapacitated, leaves the employ of
the Advisor, ceases to control the Advisor or is otherwise not managing the
trading programs or systems of the Advisor, or (iii) the Advisor's registration
as a commodity trading advisor with the CFTC or its membership in the NFA or any
other regulatory authority, is terminated or suspended. This Agreement will
immediately terminate upon dissolution of the Partnership or upon cessation of
trading prior to dissolution.
(b) At any time during the term of this Agreement, the Advisor
may terminate this Agreement at any month-end upon 30 days' notice to SBFM. At
any time during the term of this Agreement, the Advisor may elect to immediately
terminate this Agreement upon 30 days' notice to SBFM (i) in the event that the
trading policies of the Partnership as set forth in the Prospectus are changed
in such manner that the Advisor reasonably believes will adversely affect the
performance of its trading strategies;(ii) after June 30, 1999; or (ii) in the
event that the General Partner or Partnership fails to comply with the terms of
this Agreement. The Advisor may immediately terminate this Agreement if SBFM's
registration as a commodity pool operator or its membership in the NFA is
terminated or suspended.
(c) Except as otherwise provided in this Agreement, any
termination of this Agreement in accordance with this Paragraph 5
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or Paragraph 1(e) shall be without penalty or liability to any party, except for
any fees due to the Advisor pursuant to Section 3 hereof.
6. INDEMNIFICATION. (a)(i) In any threatened, pending or
completed action, suit, or proceeding to which the Advisor was or is a party or
is threatened to be made a party arising out of or in connection with this
Agreement or the management of the Partnership's assets by the Advisor or the
offering and sale of units in the Partnership, SBFM shall, subject to
subparagraph (a)(iii) of this Paragraph 6, indemnify and hold harmless the
Advisor against any loss, liability, damage, cost, expense (including, without
limitation, attorneys' and accountants' fees), judgments and amounts paid in
settlement actually and reasonably incurred by it in connection with such
action, suit, or proceeding if the Advisor acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Partnership, and provided that its conduct did not constitute negligence,
intentional misconduct, or a breach of its fiduciary obligations to the
Partnership as a commodity trading advisor, unless and only to the extent that
the court or administrative forum in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, the Advisor is fairly and reasonably
entitled to indemnity for such expenses which such court or administrative forum
shall deem proper; and further provided that no indemnification shall be
available from the Partnership if such indemnification is prohibited by Section
16 of the Partnership Agreement. The termination of any action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that the Advisor did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Partnership.
(ii) Without limiting sub-paragraph (i) above, to the extent
that the Advisor has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subparagraph (i) above, or in
defense of any claim, issue or matter therein, SBFM shall indemnify it against
the expenses (including, without limitation, attorneys' and accountants' fees)
actually and reasonably incurred by it in connection therewith.
(iii) Any indemnification under subparagraph (i) above, unless
ordered by a court or administrative forum, shall be made by SBFM only as
authorized in the specific case and only upon a determination by independent
legal counsel in a written opinion that such indemnification is proper in the
circumstances because the Advisor has met the applicable standard of conduct set
forth in subparagraph (i) above. Such independent legal counsel shall
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be selected by SBFM in a timely manner, subject to the Advisor's approval, which
approval shall not be unreasonably withheld. The Advisor will be deemed to have
approved SBFM's selection unless the Advisor notifies SBFM in writing, received
by SBFM within five days of SBFM's telecopying to the Advisor of the notice of
SBFM's selection, that the Advisor does not approve the selection.
(iv) In the event the Advisor is made a party to any claim,
dispute or litigation or otherwise incurs any loss or expense as a result of, or
in connection with, the Partnership's or SBFM's activities or claimed activities
unrelated to the Advisor, SBFM shall indemnify, defend and hold harmless the
Advisor against any loss, liability, damage, cost or expense (including, without
limitation, attorneys' and accountants' fees) incurred in connection therewith.
(v) As used in this Paragraph 6(a), the terms "Advisor" shall
include the Advisor, its principals, officers, directors, stockholders and
employees and the term "SBFM" shall include the Partnership.
(b)(i) The Advisor agrees to indemnify, defend and hold
harmless SBFM, the Partnership and their affiliates against any loss, liability,
damage, cost or expense (including, without limitation, attorneys' and
accountants' fees), judgments and amounts paid in settlement actually and
reasonably incurred by them (A) as a result of the material breach of any
material representations and warranties made by the Advisor in this Agreement,
or (B) as a result of any act or omission of the Advisor relating to the
Partnership if there has been a final judicial or regulatory determination or,
in the event of a settlement of any action or proceeding with the prior written
consent of the Advisor, a written opinion of an arbitrator pursuant to Paragraph
14 hereof, to the effect that such acts or omissions violated the terms of this
Agreement in any material respect or involved negligence, bad faith,
recklessness or intentional misconduct on the part of the Advisor (except as
otherwise provided in Section 1(g)).
(ii) In the event SBFM, the Partnership or any of their
affiliates is made a party to any claim, dispute or litigation or otherwise
incurs any loss or expense as a result of, or in connection with, the activities
or claimed activities of the Advisor or its principals, officers, directors,
shareholder(s) or employees unrelated to SBFM's or the Partnership's business,
the Advisor shall indemnify, defend and hold harmless SBFM, the Partnership or
any of their affiliates against any loss, liability, damage, cost or expense
(including, without
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limitation, attorneys' and accountants' fees) incurred in connection therewith.
(iii) D. Keith Campbell shall have no liability to the
Partnership or SBFM or any of their respective officers, directors, employees,
partners or affiliates under this Agreement or in connection with the
transactions contemplated by this Agreement except in the case of fraud or
willful misconduct by D. Keith Campbell.
(c) In the event that a person entitled to indemnification
under this Paragraph 6 is made a party to an action, suit or proceeding alleging
both matters for which indemnification can be made hereunder and matters for
which indemnification may not be made hereunder, such person shall be
indemnified only for that portion of the loss, liability, damage, cost or
expense incurred in such action, suit or proceeding which relates to the matters
for which indemnification can be made.
(d) None of the indemnifications contained in this Paragraph 6
shall be applicable with respect to default judgments, confessions of judgment
or settlements entered into by the party claiming indemnification without the
prior written consent, which shall not be unreasonably withheld, of the party
obligated to indemnify such party.
(e) The provisions of this Paragraph 6 shall survive the
termination of this Agreement.
7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
(a) The Advisor represents and warrants that:
(i) All references to the Advisor and its principals in the
Prospectus are accurate in all material respects and as to them the Prospectus
does not contain any untrue statement of a material fact or omit to state a
material fact which is necessary to make the statements therein not misleading,
except that with respect to Table B in the Prospectus, this representation and
warranty extends only to the underlying data made available by the Advisor for
the preparation thereof and not to any hypothetical or pro forma adjustments.
Subject to such exception, all references to the Advisor and its principals in
the Prospectus will, after review and approval of such references by the Advisor
prior to the use of such Prospectus in connection with the offering of the
Partnership's units, be accurate in all material respects.
(ii) The information with respect to the Advisor set forth in
the actual performance tables in the Prospectus is based
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on all of the customer accounts managed on a discretionary basis by the
Advisor's principals and/or the Advisor during the period covered by such tables
and required to be disclosed therein. The Advisor's performance tables have been
examined by an independent certified public accountant and the report thereon
has been provided to SBFM. The Advisor will have its performance tables so
examined no less frequently than annually during the term of this Agreement.
(iii) The Advisor will be acting as a commodity trading
advisor with respect to the Partnership and not as a securities investment
adviser and is duly registered with the CFTC as a commodity trading advisor, is
a member of the NFA, and is in compliance with such other registration and
licensing requirements as shall be necessary to enable it to perform its
obligations hereunder, and agrees to maintain and renew such registrations and
licenses during the term of this Agreement.
(iv) The Advisor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Maryland and has
full power and authority to enter into this Agreement and to provide the
services required of it hereunder.
(v) The Advisor will not, by acting as a commodity trading
advisor to the Partnership, breach or cause to be breached any undertaking,
agreement, contract, statute, rule or regulation to which it is a party or by
which it is bound.
(vi) This Agreement has been duly and validly authorized,
executed and delivered by the Advisor and is a valid and binding agreement
enforceable in accordance with its terms.
(vii) At any time during the term of this Agreement that a
prospectus relating to the Units is required to be delivered in connection with
the offer and sale thereof, the Advisor agrees upon the request of SBFM to
provide the Partnership with such information as shall be necessary so that, as
to the Advisor and its principals, such prospectus is accurate.
(b) SBFM represents and warrants for itself and the
Partnership that:
(i) The Prospectus (as from time to time amended or
supplemented, which amendment or supplement is approved by the Advisor as to
descriptions of itself and its actual performance) does not contain any untrue
statement of a material fact or omit to state a material fact which is necessary
to make the statements therein not misleading, except that the foregoing
representation does not apply to any statement or omission
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concerning the Advisor in the Prospectus, made in reliance upon, and in
conformity with, information furnished to SBFM by or on behalf of the Advisor
expressly for use in the Prospectus (it being understood that the hypothetical
and pro forma adjustments in Table B were not furnished by the Advisor).
(ii) It is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full corporate
power and authority to perform its obligations under this Agreement.
(iii) SBFM and the Partnership have the capacity and authority
to enter into this Agreement on behalf of the Partnership.
(iv) This Agreement has been duly and validly authorized,
executed and delivered on SBFM's and the Partnership's behalf and is a valid and
binding agreement of SBFM and the Partnership enforceable in accordance with its
terms.
(v) SBFM will not, by acting as General Partner to the
Partnership and the Partnership will not, breach or cause to be breached any
undertaking, agreement, contract, statute, rule or regulation to which it is a
party or by which it is bound which would materially limit or affect the
performance of its duties under this Agreement.
(vi) It is registered as a commodity pool operator and is a
member of the NFA, and it will maintain and renew such registration and
membership during the term of this Agreement.
(vii) The Partnership is a limited partnership duly organized
and validly existing under the laws of the State of New York and has full power
and authority to enter into this Agreement and to perform its obligations under
this Agreement.
(c) The parties represent that they are using their best
efforts to take (and will continue to take) any necessary steps to remedy
potential problems that could occur in their respective computer applications as
a result of the change in the year from 1999 to 2000, commonly referred to as
Year 2000 problems.
8. COVENANTS OF THE ADVISOR, SBFM AND THE PARTNERSHIP.
(a) The Advisor agrees as follows:
(i) In connection with its activities on behalf of the
Partnership, the Advisor will comply with all applicable rules
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and regulations of the CFTC and/or the commodity exchange on which any
particular transaction is executed.
(ii) The Advisor will promptly notify SBFM of the commencement
of any material suit, action or proceeding involving it, whether or not any such
suit, action or proceeding also involves SBFM.
(iii) In the placement of orders for the Partnership's account
and for the accounts of any other client, the Advisor will utilize a
pre-determined, systematic, fair and reasonable order entry system, which shall,
on an overall basis, be no less favorable to the Partnership than to any other
account managed by the Advisor. The Advisor acknowledges its obligation to
review the Partnership's positions, prices and equity in the account managed by
the Advisor daily and within two business days to notify, in writing, the broker
and SBFM and the Partnership's brokers of (i) any error committed by the Advisor
or its principals or employees; (ii) any trade which the Advisor believes was
not executed in accordance with its instructions; and (iii) any discrepancy with
a value of $10,000 or more (due to differences in the positions, prices or
equity in the account) between its records and the information reported on the
account's daily and monthly broker statements.
(iv) The Advisor will maintain a net worth of not less than
$2,000,000 during the term of this Agreement.
(b) SBFM agrees for itself and the Partnership that:
(i) SBFM and the Partnership will comply with all applicable
rules and regulations of the CFTC and/or the commodity exchange on which any
particular transaction is executed.
(ii) SBFM will promptly notify the Advisor of the commencement
of any material suit, action or proceeding involving it or the Partnership,
whether or not such suit, action or proceeding also involves the Advisor.
9. COMPLETE AGREEMENT. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter hereof.
10. ASSIGNMENT. This Agreement may not be assigned by any
party without the express written consent of the other parties.
11. AMENDMENT. This Agreement may not be amended except by
the written consent of the parties.
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12. NOTICES. All notices, demands or requests required to be
made or delivered under this Agreement shall be in writing and delivered
personally or by registered or certified mail or expedited courier, return
receipt requested, postage prepaid, to the addresses below or to such other
addresses as may be designated by the party entitled to receive the same by
notice similarly given:
If to SBFM:
Smith Barney Futures Management Inc.
390 Greenwich Street
1st Floor
New York, New York 10013
Attention: David J. Vogel
If to the Advisor:
Campbell & Company, Inc.
210 West Pennsylvania Avenue
Baltimore, Maryland 21204
Attention: Ms. Michelle Rader
13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
14. ARBITRATION. The parties agree that any dispute or
controversy arising out of or relating to this Agreement or the interpretation
thereof, shall be settled by arbitration in accordance with the rules, then in
effect, of the National Futures Association or, if the National Futures
Association shall refuse jurisdiction, then in accordance with the rules, then
in effect, of the American Arbitration Association; provided, however, that the
power of the arbitrator shall be limited to interpreting this Agreement as
written and the arbitrator shall state in writing his reasons for his award.
Judgment upon any award made by the arbitrator may be entered in any court of
competent jurisdiction.
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15. NO THIRD PARTY BENEFICIARIES. There are no third party
beneficiaries to this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed for and
on behalf of the undersigned as of the day and year first above written.
SMITH BARNEY FUTURES
MANAGEMENT INC.
By /s/ David J. Vogel
------------------
David J. Vogel
President and Director
SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED FUTURES FUND L.P.
By Smith Barney
Futures Management Inc.
(General Partner)
By /s/ David J. Vogel
------------------
David J. Vogel
President and Director
CAMPBELL & COMPANY, INC.
By /s/ Bruce L. Cleland
--------------------
Bruce L. Cleland
President
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<PAGE> 1
EXHIBIT 10.5
MANAGEMENT AGREEMENT
AGREEMENT made as of the _____ day of July, 1998 among SMITH BARNEY
FUTURES MANAGEMENT INC., a Delaware corporation ("SBFM"), SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L. P., a New York limited partnership (the
"Partnership") and EAGLE TRADING SYSTEMS INC., a Delaware corporation (the
"Advisor").
W I T N E S S E T H :
WHEREAS, SBFM is the general partner of Salomon Smith Barney Global
Diversified Futures Fund L. P., a limited partnership organized for the purpose
of speculative trading of commodity interests, including futures contracts,
options and forward contracts with the objective of achieving substantial
capital appreciation; and
WHEREAS, the Limited Partnership Agreement establishing the
Partnership (the "Limited Partnership Agreement") permits SBFM to delegate to
one or more commodity trading advisors SBFM's authority to make trading
decisions for the Partnership; and
WHEREAS, the Advisor is registered as a commodity trading advisor
with the Commodity Futures Trading Commission ("CFTC") and is a member of the
National Futures Association ("NFA"); and
WHEREAS, SBFM is registered as a commodity pool operator with the
CFTC and is a member of the NFA; and
WHEREAS, SBFM, the Partnership and the Advisor wish to enter into
this Agreement in order to set forth the terms and conditions upon which the
Advisor will render and implement advisory services in connection with the
conduct by the Partnership of its commodity trading activities during the term
of this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. DUTIES OF THE ADVISOR. (a) Upon the commencement of trading
operations by the Partnership and for the period and on the terms and conditions
of this Agreement, the Advisor shall have sole authority and responsibility, as
one of the Partnership's agents and attorneys-in-fact, for directing the
investment and reinvestment of the assets and funds of the Partnership allocated
to it by the General Partner in commodity interests, including commodity futures
contracts, options and forward contracts, including currency contracts in the
global interbank markets. SBFM shall not allocate to the Advisor more than $25
million of the Partnership's assets and funds. All such trading on behalf of the
Partnership shall be in accordance with the trading strategies and trading
policies set forth in the
<PAGE> 2
Prospectus and Disclosure Document to be dated on or about August 21, 1998, as
supplemented (the "Prospectus"), and as such trading policies may be changed
from time to time upon receipt by the Advisor of prior written notice of such
change and pursuant to the trading strategy or strategies selected by SBFM and
agreed upon in writing by the Advisor to be utilized by the Advisor in managing
the Partnership's assets. SBFM has initially selected the Advisor's Global and
Foreign Exchange Programs as described in the Advisor's Disclosure Document
dated July 30, 1998, to manage the Partnership's assets allocated to it. Any
open positions or other investments at the time of receipt of such notice of a
change in trading policy shall not be deemed to violate the changed policy and
shall be closed or sold in the ordinary course of trading. The Advisor may not
deviate materially from the trading policies set forth in the Prospectus without
the prior written consent of the Partnership given by SBFM. The Advisor makes no
representation or warranty that the trading to be directed by it for the
Partnership will be profitable or will not incur losses.
(b) SBFM acknowledges receipt of the Advisor's Disclosure Document
dated July 30, 1998 as filed with the NFA and CFTC. All trades made by the
Advisor for the account of the Partnership shall be made through such commodity
broker or brokers as SBFM shall direct, and the Advisor shall have no authority
or responsibility for selecting or supervising any such broker in connection
with the execution, clearance or confirmation of transactions for the
Partnership or for the negotiation of brokerage rates charged therefor. However,
the Advisor, with the prior written permission (by either original or fax copy)
of SBFM, may direct all trades in commodity futures and options to a futures
commission merchant or independent floor broker it chooses for execution with
instructions to give-up the trades to the broker designated by SBFM, provided
that the futures commission merchant or independent floor broker and any give-up
or floor brokerage fees are approved in advance by SBFM. All give-up or similar
fees relating to the foregoing shall be paid by the Partnership after all
parties have executed the relevant give-up agreements (by either original or fax
copy).
(c) The initial allocation of the Partnership's assets to the
Advisor will be made one-third to the Advisor's Foreign Exchange Program and
two-thirds to the Advisor's Global Program, with a minimum combined allocation
between the Advisor's Foreign Exchange and Global Programs of $3 million. In the
event the Advisor wishes to use a trading system or methodology other than or in
addition to the systems or methodologies outlined in the Prospectus in
connection with its trading for the Partnership, either in whole or in part, it
may not do so unless the Advisor
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gives SBFM prior written notice of its intention to utilize such different
trading system or methodology and SBFM consents thereto in writing, which
consent shall not be unreasonably withheld. In addition, the Advisor will
provide five days' prior written notice to SBFM of any change in the trading
systems or methodologies to be utilized for the Partnership which the Advisor
deems material. If the Advisor deems such change in systems or methodologies or
in markets traded to be material, the changed systems or methodologies or
markets traded will not be utilized for the Partnership without the prior
written consent of SBFM. In addition, the Advisor will notify SBFM of any
changes to the trading systems or methodologies that would require a change in
the description of the trading strategy or methods described in the Prospectus.
Further, the Advisor will provide the Partnership with a current list of all
commodity interests to be traded for the Partnership's account and will not
trade any additional commodity interests for such account without providing
notice thereof to SBFM and receiving SBFM's written approval. The Advisor also
agrees to provide SBFM, on a monthly basis, with a written report of the assets
under the Advisor's management together with all other matters deemed by the
Advisor to be material changes to its business not previously reported to SBFM.
(d) The Advisor agrees to make all material disclosures to the
Partnership regarding itself and its principals as defined in Part 4 of the
CFTC's regulations ("principals"), shareholders, directors, officers and
employees, their trading performance and general trading methods, its customer
accounts (but not the identities of or identifying information with respect to
its customers) and otherwise as are required in the reasonable judgment of SBFM
to be made in any filings required by Federal or state law or NFA rule or order.
Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor is not
required to disclose the actual trading results of proprietary accounts of the
Advisor or its principals unless SBFM reasonably determines that such disclosure
is required in order to fulfill its fiduciary obligations to the Partnership or
the reporting, filing or other obligations imposed on it by Federal or state law
or NFA rule or order. The Partnership and SBFM acknowledge that the trading
advice to be provided by the Advisor is a property right belonging to the
Advisor and that they will keep all such advice confidential. Further, SBFM
agrees to treat as confidential any results of proprietary accounts and/or
proprietary information with respect to trading systems obtained from the
Advisor.
(e) The Advisor understands and agrees that SBFM may designate other
trading advisors for the Partnership and apportion or reapportion to such other
trading advisors the management of an amount of Net Assets (as defined in
Section 3(b)
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hereof) as it shall determine in its absolute discretion. The designation of
other trading advisors and the apportionment or reapportionment of Net Assets to
any such trading advisors pursuant to this Section 1 shall neither terminate
this Agreement nor modify in any regard the respective rights and obligations of
the parties hereunder.
(f) SBFM shall use its best efforts to make reapportionments, if
any, as of the first day of a month. The Advisor agrees that it may be called
upon at any time promptly to liquidate positions in SBFM's sole discretion so
that SBFM may reallocate the Partnership's assets, meet margin calls on the
Partnership's account, fund redemptions, or for any other reason, except that
SBFM will not require the liquidation of specific positions by the Advisor. SBFM
will use its best efforts to give two days' prior notice to the Advisor of any
reallocations or liquidations.
(g) The Advisor will not be liable for trading losses in the
Partnership's account including losses caused by errors; provided, however, that
the Advisor will be liable to the Partnership with respect to losses incurred
due to errors committed or caused by it or any of its principals or employees in
communicating improper trading instructions or orders to any broker on behalf of
the Partnership. The Advisor will provide SBFM with a complete list of executing
(or "give-up") brokers it intends to use in connection with its trading on
behalf of the Partnership. The Advisor will place orders for the Partnership's
account only with executing brokers that have executed give-up agreements with
the Partnership. In the event of losses incurred due to errors committed or
caused by any executing broker (other than any SBFM affiliate) selected by the
Advisor, the Advisor will assist SBFM in recovering such losses from such
executing broker (on the condition that the volume of transactions executed by
non-SBFM affiliates for the Advisor will be de minimis).
2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor
shall be deemed to be an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the
Partnership in any way and shall not be deemed an agent, promoter or sponsor of
the Partnership, SBFM, or any other trading advisor. The Advisor shall not be
responsible to the Partnership, the General Partner, any trading advisor or any
limited partners for any acts or omissions of any other trading advisor, whether
or not they are still acting as an advisor to the Partnership.
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3. COMPENSATION. (a) In consideration of and as compensation for all
of the services to be rendered by the Advisor to the Partnership under this
Agreement, the Partnership shall pay the Advisor (i) an annual incentive fee
equal to 23% of New Trading Profits (as such term is defined below) earned by
the Advisor for the Partnership and (ii) a monthly fee for professional
management services equal to 1/6 of 1% (2% per year) of the month-end Net Assets
of the Partnership allocated to the Advisor. The management fee shall be reduced
by the Advisor's pro rata share of administrative and filing fees to the extent
such reduction is necessary to comply with the fee guidelines of the North
American Securities Administrators Association. No incentive fee shall be paid
until the end of nearest calendar quarter ending at least twelve months after
trading commences (the "Initial Payment Date"), which fee shall be based on New
Trading Profits earned from the commencement of trading operations by the
Partnership through the end of that period. From that point on, incentive fees
will be paid as of the end of each twelve months following the Initial Payment
Date.
(b) "Net Assets" shall have the meaning set forth in Paragraph
7(d)(1) of the Limited Partnership Agreement dated as of June 15, 1998, and
without regard to further amendments thereto, provided that in determining the
Net Assets of the Partnership on any date, no adjustment shall be made to
reflect any distributions, redemptions or incentive fees payable as of the date
of such determination.
(c) "New Trading Profits" shall mean the excess, if any, of Net
Assets managed by the Advisor at the end of the fiscal period over Net Assets
managed by the Advisor at the end of the highest previous fiscal period or Net
Assets allocated to the Advisor 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, reallocations or capital
distributions, if any, made during the fiscal period decreased by interest or
other income, not directly related to trading activity, earned on the
Partnership's assets during the fiscal period, whether the assets are held
separately or in margin accounts. Ongoing expenses will be attributed to the
Advisor based on the Advisor's proportionate share of Net Assets. Ongoing
expenses above will not include expenses of litigation not involving the
activities of the Advisor on behalf of the Partnership. Ongoing expenses include
offering and organizational expenses of the Partnership. Interest income earned,
if any, will not be taken into account in computing New Trading Profits earned
by the Advisor. If Net Assets allocated to the Advisor are reduced due to
redemptions, distributions or reallocations (net of additions), there will be a
corresponding
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proportional reduction in the related loss carryforward amount that must be
recouped before the Advisor is eligible to receive another incentive fee.
(d) Annual incentive fees and monthly management fees shall be paid
within twenty (20) business days following the end of the period, as the case
may be, for which such fee is payable. In the event of the termination of this
Agreement as of any date which shall not be the end of a fiscal year or a
calendar month, as the case may be, the annually incentive fee shall be computed
as if the effective date of termination were the last day of the then current
year and the monthly management fee shall be prorated to the effective date of
termination. The monthly management fee shall be prorated by the ratio which the
number of business days during which SBFM conducted the Partnership's business
operations or utilized the Advisor's services bears in the month to the total
number of business days in such month.
(e) The provisions of this Paragraph 3 shall survive the termination
of this Agreement.
4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by
the Advisor hereunder are not to be deemed exclusive. SBFM on its own behalf and
on behalf of the Partnership acknowledges that, subject to the terms of this
Agreement, the Advisor and its officers, directors, employees and
shareholder(s), may render advisory, consulting and management services to other
clients and accounts. The Advisor and its officers, directors, employees and
shareholder(s) shall be free to trade for their own accounts and to advise other
investors and manage other commodity accounts during the term of this Agreement
and to use the same or different information, computer programs and trading
strategies, programs or formulas which they obtain, produce or utilize in the
performance of services to SBFM for the Partnership. However, the Advisor
represents, warrants and agrees that it believes the rendering of such
consulting, advisory and management services to other accounts and entities will
not require any material change in the Advisor's basic trading strategies and
will not affect the capacity of the Advisor to continue to render services to
SBFM for the Partnership of the quality and nature contemplated by this
Agreement.
(b) If, at any time during the term of this Agreement, the Advisor
is required to aggregate the Partnership's commodity positions with the
positions of any other person for purposes of applying CFTC- or exchange-imposed
speculative position limits, the Advisor agrees that it will promptly notify
SBFM if the
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Partnership's positions are included in an aggregate amount which exceeds the
applicable speculative position limit. The Advisor agrees that, if its trading
recommendations are altered because of the application of any speculative
position limits, it will not modify the trading instructions with respect to the
Partnership's account in such manner as to affect the Partnership substantially
disproportionately as compared with the Advisor's other accounts. The Advisor
further represents, warrants and agrees that under no circumstances will it
knowingly or deliberately use trading strategies or methods for the Partnership
that it will not knowingly or deliberately favor any client or account managed
by it over any other client or account in any manner, it being acknowledged,
however, that different trading strategies or methods may be utilized for
differing sizes of accounts, accounts with different trading policies, accounts
experiencing differing inflows or outflows of equity, accounts which commence
trading at different times, accounts which have different portfolios or
different fiscal years, accounts utilizing different executing brokers and
accounts with other differences, and that such differences may cause divergent
trading results.
(c) It is acknowledged that the Advisor and/or its officers,
employees, directors and shareholder(s) presently act, and it is agreed that
they may continue to act, as advisor for other accounts managed by them, and may
continue to receive compensation with respect to services for such accounts in
amounts which may be more or less than the amounts received from the
Partnership.
(d) The Advisor agrees that it shall make such information available
to SBFM respecting the performance of the Partnership's account as compared to
the performance of other accounts managed by the Advisor or its principals as
shall be reasonably requested by SBFM. The Advisor presently believes and
represents that existing speculative position limits will not materially
adversely affect its ability to manage the Partnership's account given the
potential size of the Partnership's account and the Advisor's and its
principals' current accounts and all proposed accounts for which they have
contracted to act as trading manager.
5. TERM. (a) This Agreement shall continue in effect until June 30,
1999. SBFM may, in its sole discretion, renew this Agreement for additional
one-year periods upon notice to the Advisor not less than 30 days prior to the
expiration of the previous period. At any time during the term of this
Agreement, SBFM may terminate this Agreement at any month-end upon 30 days'
notice to the Advisor. At any time during the term of this
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<PAGE> 8
Agreement, SBFM may elect to immediately terminate this Agreement upon 30 days'
notice to the Advisor if (i) the Net Asset Value per Unit shall decline as of
the close of business on any day to $400 or less; (ii) the Net Assets allocated
to the Advisor (adjusted for redemptions, distributions, withdrawals or
reallocations, if any) decline by 50% or more as of the end of a trading day
from such Net Assets' previous highest value; (iii) limited partners owning at
least 50% of the outstanding Units shall vote to require SBFM to terminate this
Agreement; (iv) the Advisor fails to comply with the terms of this Agreement;
(v) SBFM, in good faith, reasonably determines that the performance of the
Advisor has been such that SBFM's fiduciary duties to the Partnership require
SBFM to terminate this Agreement; or (vi) SBFM reasonably believes that the
application of speculative position limits will substantially affect the
performance of the Partnership. At any time during the term of this Agreement,
SBFM may elect immediately to terminate this Agreement if (i) the Advisor
merges, consolidates with another entity, sells a substantial portion of its
assets, or becomes bankrupt or insolvent, except as provided in Section 10
hereof, (ii) both Menachem and Liora Sternberg die, become incapacitated, leave
the employ of the Advisor, cease to control the Advisor or are otherwise not
managing the trading programs or systems of the Advisor, or (iii) the Advisor's
registration as a commodity trading advisor with the CFTC or its membership in
the NFA or any other regulatory authority, is terminated or suspended. This
Agreement will immediately terminate upon dissolution of the Partnership or upon
cessation of trading prior to dissolution.
(b) The Advisor may terminate this Agreement by giving not less than
30 days' notice to SBFM (i) in the event that the trading policies of the
Partnership as set forth in the Prospectus are changed in such manner that the
Advisor reasonably believes will adversely affect the performance of its trading
strategies; (ii) after June 30, 1999; or (iii) in the event that the General
Partner or Partnership fails to comply with the terms of this Agreement. The
Advisor may immediately terminate this Agreement if SBFM's registration as a
commodity pool operator or its membership in the NFA is terminated or suspended.
(c) Except as otherwise provided in this Agreement, any termination
of this Agreement in accordance with this Paragraph 5 or Paragraph 1(e) shall be
without penalty or liability to any party, except for any fees due to the
Advisor pursuant to Section 3 hereof.
6. INDEMNIFICATION. (a)(i) In any threatened, pending or completed
action, suit, or proceeding to which the Advisor was or is a party or is
threatened to be made a party arising out of
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or in connection with this Agreement or the management of the Partnership's
assets by the Advisor or the offering and sale of units in the Partnership, SBFM
shall, subject to subparagraph (a)(iii) of this Paragraph 6, indemnify and hold
harmless the Advisor and its shareholders, directors, officers and employees
against any loss, liability, damage, cost, expense (including, without
limitation, attorneys' and accountants' fees), judgments and amounts paid in
settlement actually and reasonably incurred by it in connection with such
action, suit, or proceeding if the Advisor acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Partnership, and provided that its conduct did not constitute negligence,
intentional misconduct, or a breach of its fiduciary obligations to the
Partnership as a commodity trading advisor, unless and only to the extent that
the court or administrative forum in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, the Advisor is fairly and reasonably
entitled to indemnity for such expenses which such court or administrative forum
shall deem proper; and further provided that no indemnification shall be
available from the Partnership if such indemnification is prohibited by Section
16 of the Partnership Agreement. The termination of any action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that the Advisor did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Partnership.
(ii) To the extent that the Advisor has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
subparagraph (i) above, or in defense of any claim, issue or matter therein,
SBFM shall indemnify it against the expenses (including, without limitation,
attorneys' and accountants' fees) actually and reasonably incurred by it in
connection therewith.
(iii) Any indemnification under subparagraph (i) above, unless
ordered by a court or administrative forum, shall be made by SBFM only as
authorized in the specific case and only upon a determination by independent
legal counsel in a written opinion that such indemnification is proper in the
circumstances because the Advisor has met the applicable standard of conduct set
forth in subparagraph (i) above. Such independent legal counsel shall be
selected by SBFM in a timely manner, subject to the Advisor's approval, which
approval shall not be unreasonably withheld. The Advisor will be deemed to have
approved SBFM's selection unless the Advisor notifies SBFM in writing, received
by SBFM within five business days of SBFM's telecopying to the Advisor of the
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notice of SBFM's selection, that the Advisor does not approve the selection.
(iv) In the event the Advisor is made a party to any claim, dispute
or litigation or otherwise incurs any loss or expense as a result of, or in
connection with, the Partnership's or SBFM's activities or claimed activities
unrelated to the Advisor, SBFM shall indemnify, defend and hold harmless the
Advisor against any loss, liability, damage, cost or expense (including, without
limitation, attorneys' and accountants' fees) incurred in connection therewith.
(v) As used in this Paragraph 6(a), the terms "Advisor" shall
include the Advisor, its principals, officers, directors, stockholders and
employees and the term "SBFM" shall include the Partnership.
(b)(i) The Advisor agrees to indemnify, defend and hold harmless
SBFM, the Partnership and their affiliates against any loss, liability, damage,
cost or expense (including, without limitation, attorneys' and accountants'
fees), judgments and amounts paid in settlement actually and reasonably incurred
by them (A) as a result of the material breach of any material representations
and warranties made by the Advisor in this Agreement, or (B) as a result of any
act or omission of the Advisor relating to the Partnership if there has been a
final judicial or regulatory determination or, in the event of a settlement of
any action or proceeding with the prior written consent of the Advisor, a
written opinion of an arbitrator pursuant to Paragraph 14 hereof, to the effect
that such acts or omissions violated the terms of this Agreement in any material
respect or involved negligence, bad faith, recklessness or intentional
misconduct on the part of the Advisor (except as otherwise provided in Section
1(g)).
(ii) In the event SBFM, the Partnership or any of their affiliates
is made a party to any claim, dispute or litigation or otherwise incurs any loss
or expense as a result of, or in connection with, the activities or claimed
activities of the Advisor or its principals, officers, directors, shareholder(s)
or employees unrelated to SBFM's or the Partnership's business, the Advisor
shall indemnify, defend and hold harmless SBFM, the Partnership or any of their
affiliates against any loss, liability, damage, cost or expense (including,
without limitation, attorneys' and accountants' fees) incurred in connection
therewith.
(c) In the event that a person entitled to indemnification under
this Paragraph 6 is made a party to an
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action, suit or proceeding alleging both matters for which indemnification can
be made hereunder and matters for which indemnification may not be made
hereunder, such person shall be indemnified only for that portion of the loss,
liability, damage, cost or expense incurred in such action, suit or proceeding
which relates to the matters for which indemnification can be made.
(d) None of the indemnifications contained in this Paragraph 6 shall
be applicable with respect to default judgments, confessions of judgment or
settlements entered into by the party claiming indemnification without the prior
written consent, which shall not be unreasonably withheld, of the party
obligated to indemnify such party.
(e) The provisions of this Paragraph 6 shall survive the termination
of this Agreement.
7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
(a) The Advisor represents and warrants that:
(i) All references to the Advisor and its principals in the
Prospectus are accurate in all material respects and as to them the Prospectus
does not contain any untrue statement of a material fact or omit to state a
material fact which is necessary to make the statements therein not misleading,
except that with respect to Table B in the Prospectus, this representation and
warranty extends only to the underlying data made available by the Advisor for
the preparation thereof and not to any hypothetical or pro forma adjustments.
Subject to such exception, all references to the Advisor and its principals in
the Prospectus will, after review and approval of such references by the Advisor
prior to the use of such Prospectus in connection with the offering of the
Partnership's units, be accurate in all material respects.
(ii) The information with respect to the Advisor set forth in the
actual performance tables in the Prospectus is based on all of the customer
accounts managed on a discretionary basis by the Advisor's principals and/or the
Advisor during the period covered by such tables and required to be disclosed
therein.
(iii) The Advisor will be acting as a commodity trading advisor with
respect to the Partnership and not as a securities investment adviser and is
duly registered with the CFTC as a commodity trading advisor, is a member of the
NFA, and is in compliance with such other registration and licensing
requirements as shall be necessary to enable it to perform its
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obligations hereunder, and agrees to maintain and renew such registrations and
licenses during the term of this Agreement.
(iv) The Advisor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has full power
and authority to enter into this Agreement and to provide the services required
of it hereunder.
(v) The Advisor will not, by acting as a commodity trading advisor
to the Partnership, breach or cause to be breached any undertaking, agreement,
contract, statute, rule or regulation to which it is a party or by which it is
bound.
(vi) This Agreement has been duly and validly authorized, executed
and delivered by the Advisor and is a valid and binding agreement enforceable in
accordance with its terms.
(vii) At any time during the term of this Agreement that a
prospectus relating to the Units is required to be delivered in connection with
the offer and sale thereof, the Advisor agrees upon the reasonable request of
SBFM to provide the Partnership with such information as shall be requested.
(b) SBFM represents and warrants for itself and the Partnership
that:
(i) The Prospectus (as from time to time amended or supplemented,
which amendment or supplement is approved by the Advisor as to descriptions of
itself and its actual performance) does not contain any untrue statement of a
material fact or omit to state a material fact which is necessary to make the
statements therein not misleading, except that the foregoing representation does
not apply to any statement or omission concerning the Advisor in the Prospectus,
made in reliance upon, and in conformity with, information furnished to SBFM by
or on behalf of the Advisor expressly for use in the Prospectus (it being
understood that the hypothetical and pro forma adjustments in Table B were not
furnished by the Advisor).
(ii) It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full corporate
power and authority to perform its obligations under this Agreement.
(iii) SBFM and the Partnership have the capacity and authority to
enter into this Agreement on behalf of the Partnership.
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(iv) This Agreement has been duly and validly authorized, executed
and delivered on SBFM's and the Partnership's behalf and is a valid and binding
agreement of SBFM and the Partnership enforceable in accordance with its terms.
(v) SBFM will not, by acting as General Partner to the Partnership
and the Partnership will not, breach or cause to be breached any undertaking,
agreement, contract, statute, rule or regulation to which it is a party or by
which it is bound which would materially limit or affect the performance of its
duties under this Agreement.
(vi) It is registered as a commodity pool operator and is a member
of the NFA, and it will maintain and renew such registration and membership
during the term of this Agreement.
(vii) The Partnership is a limited partnership duly organized and
validly existing under the laws of the State of New York and has full power and
authority to enter into this Agreement and to perform its obligations under this
Agreement.
(c) The parties represent that they have taken (and will continue to
take) any necessary steps to remedy potential problems that could occur in their
respective computer applications as a result of the change in the year from 1999
to 2000, commonly referred to as Year 2000 problems.
8. COVENANTS OF THE ADVISOR, SBFM AND THE PARTNERSHIP.
(a) The Advisor agrees as follows:
(i) In connection with its activities on behalf of the Partnership,
the Advisor will comply with all applicable rules and regulations of the CFTC
and/or the commodity exchange on which any particular transaction is executed.
(ii) The Advisor will promptly notify SBFM of the commencement of
any material suit, action or proceeding involving it, whether or not any such
suit, action or proceeding also involves SBFM.
(iii) In the placement of orders for the Partnership's account and
for the accounts of any other client, the Advisor will utilize a pre-determined,
systematic, fair and reasonable order entry system, which shall, on an overall
basis, be no less favorable to the Partnership than to any other account managed
by the Advisor. The Advisor acknowledges its obligation to review the
Partnership's positions, prices and equity in the account
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managed by the Advisor daily and within two business days to notify, in writing,
the broker and SBFM and the Partnership's brokers of (i) any error committed by
the Advisor or its principals or employees; (ii) any trade which the Advisor
believes was not executed in accordance with its instructions; and (iii) any
discrepancy with a value of $10,000 or more (due to differences in the positions
in the account) between its records and the information reported on the
account's daily and monthly broker statements.
(iv) The Advisor will maintain a net worth of not less than $500,000
during the term of this Agreement.
(b) SBFM agrees for itself and the Partnership that:
(i) SBFM and the Partnership will comply with all applicable rules
and regulations of the CFTC and/or the commodity exchange on which any
particular transaction is executed.
(ii) SBFM will promptly notify the Advisor of the commencement of
any material suit, action or proceeding involving it or the Partnership, whether
or not such suit, action or proceeding also involves the Advisor.
9. COMPLETE AGREEMENT. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter hereof.
10. ASSIGNMENT. This Agreement may not be assigned by any party
without the express written consent of the other parties.
11. AMENDMENT. This Agreement may not be amended except by the
written consent of the parties.
12. NOTICES. All notices, demands or requests required to be made or
delivered under this Agreement shall be in writing and delivered personally or
by registered or certified mail or expedited courier, return receipt requested,
postage prepaid, to the addresses below or to such other addresses as may be
designated by the party entitled to receive the same by notice similarly given:
If to SBFM:
Smith Barney Futures Management Inc.
390 Greenwich Street
1st Floor
New York, New York 10013
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<PAGE> 15
Attention: David J. Vogel
If to the Advisor:
Mr. Menachem Sternberg
Eagle Trading Systems, Inc.
47 Hulfish Street, Suite 410
Princeton, NJ 08542
13. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
14. ARBITRATION. The parties agree that any dispute or controversy
arising out of or relating to this Agreement or the interpretation thereof,
shall be settled by arbitration in accordance with the rules, then in effect, of
the National Futures Association or, if the National Futures Association shall
refuse jurisdiction, then in accordance with the rules, then in effect, of the
American Arbitration Association; provided, however, the arbitrator shall state
in writing his reasons for his award. Judgment upon any award made by the
arbitrator may be entered in any court of competent jurisdiction.
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<PAGE> 16
15. NO THIRD PARTY BENEFICIARIES. There are no third party
beneficiaries to this Agreement.
16. SALES MATERIALS. SBFM will provide a copy of all sales materials
referring to the Advisor and used in connection with the offering to the Advisor
for its review and written consent prior to SBFM's public use of the sales
materials.
IN WITNESS WHEREOF, this Agreement has been executed for and on
behalf of the undersigned as of the day and year first above written.
SMITH BARNEY FUTURES
MANAGEMENT INC.
By /s/ David J. Vogel
-------------------------------
David J. Vogel
President and Director
SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED FUTURES FUND L. P.
By Smith Barney
Futures Management Inc.
(General Partner)
By /s/ David J. Vogel
-------------------------------
David J. Vogel
President and Director
EAGLE TRADING SYSTEMS, INC.
By /s/ Menachem Sternberg
-------------------------------
Name: Menachem Sternberg
Title: President
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<PAGE> 1
EXHIBIT 10.6
MANAGEMENT AGREEMENT
AGREEMENT made as of the _____ day of July, 1998 among SMITH BARNEY
FUTURES MANAGEMENT INC., a Delaware corporation ("SBFM"), SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L. P., a New York limited partnership (the
"Partnership") and ECKHARDT TRADING COMPANY an Illinois corporation (the
"Advisor").
W I T N E S S E T H :
WHEREAS, SBFM is the general partner of Salomon Smith Barney Global
Diversified Futures Fund L. P., a limited partnership organized for the purpose
of speculative trading of commodity interests, including futures contracts,
options and forward contracts with the objective of achieving substantial
capital appreciation; and
WHEREAS, the Limited Partnership Agreement establishing the
Partnership (the "Limited Partnership Agreement") permits SBFM to delegate to
one or more commodity trading advisors SBFM's authority to make trading
decisions for the Partnership; and
WHEREAS, the Advisor is registered as a commodity trading advisor
with the Commodity Futures Trading Commission ("CFTC") and is a member of the
National Futures Association ("NFA"); and
WHEREAS, SBFM is registered as a commodity pool operator with the
CFTC and is a member of the NFA; and
WHEREAS, SBFM, the Partnership and the Advisor wish to enter into
this Agreement in order to set forth the terms and conditions upon which the
Advisor will render and implement advisory services in connection with the
conduct by the Partnership of its commodity trading activities during the term
of this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. DUTIES OF THE ADVISOR. (a) Upon the commencement of trading
operations by the Partnership and for the period and on the terms and conditions
of this Agreement, the Advisor shall have sole authority and responsibility, as
one of the Partnership's agents and attorneys-in-fact, for directing the
investment and reinvestment of the assets and funds of the Partnership allocated
to it by the General Partner in commodity interests, including commodity futures
contracts, options and forward contracts and exchange of futures for physicals
transactions and exchange of physicals for futures transactions. All such
trading on behalf of the Partnership shall be in accordance with the trading
strategies and trading policies set forth in the Prospectus and Disclosure
Document to be dated on or about August 21, 1998, as supplemented (the
"Prospectus"), and as
<PAGE> 2
such trading policies may be changed from time to time upon receipt by the
Advisor of prior written notice of such change and pursuant to the trading
strategy selected by SBFM to be utilized by the Advisor in managing the
Partnership's assets. SBFM has initially selected the Advisor's Global Financial
Program to manage the Partnership's assets allocated to it. Any open positions
or other investments at the time of receipt of such notice of a change in
trading policy shall not be deemed to violate the changed policy and shall be
closed or sold in the ordinary course of trading. The Advisor may not deviate
from the trading policies set forth in the Prospectus without the prior written
consent of the Partnership given by SBFM. The Advisor makes no representation or
warranty that the trading to be directed by it for the Partnership will be
profitable or will not incur losses.
(b) SBFM acknowledges receipt of the Advisor's Disclosure Document
dated July 22, 1998 as filed with the NFA and CFTC. All trades made by the
Advisor for the account of the Partnership shall be made through such commodity
broker or brokers as SBFM shall direct, and the Advisor shall have no authority
or responsibility for selecting or supervising any such broker in connection
with the execution, clearance or confirmation of transactions for the
Partnership or for the negotiation of brokerage rates charged therefor. SBFM and
the Partnership shall instruct any broker retained by the Partnership to furnish
copies of all statements relating to the account of the Advisor. However, the
Advisor, with the prior written permission (by either original or fax copy) of
SBFM, may direct all trades in commodity futures and options to a futures
commission merchant or independent floor broker it chooses for execution with
instructions to give-up the trades to the broker designated by SBFM, provided
that the futures commission merchant or independent floor broker and any give-up
or floor brokerage fees are approved in advance by SBFM. All give-up or similar
fees relating to the foregoing shall be paid by the Partnership after all
parties have executed the relevant give-up agreements (by either original or fax
copy).
(c) The initial allocation of the Partnership's assets to the
Advisor will be made to the Advisor's Global Financial Program. In the event the
Advisor wishes to use a trading system or methodology other than or in addition
to the system or methodology outlined in the Advisor's Disclosure Document dated
July 22, 1998 in connection with its trading for the Partnership, either in
whole or in part, it may not do so unless the Advisor gives SBFM prior written
notice of its intention to utilize such different trading system or methodology
and SBFM consents thereto in writing. In addition, the Advisor will provide five
days'
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prior written notice to SBFM of any change in the trading system or methodology
to be utilized for the Partnership which the Advisor deems material. If the
Advisor deems such change in system or methodology or in markets traded to be
material, the changed system or methodology or markets traded will not be
utilized for the Partnership without the prior written consent of SBFM. In
addition, the Advisor will notify SBFM of any changes to the trading system or
methodology that would require a change in the description of the trading
strategy or methods described in the Prospectus. Further, the Advisor will
provide the Partnership with a current list of all commodity interests to be
traded for the Partnership's account and will not trade any additional commodity
interests for such account without providing notice thereof to SBFM and
receiving SBFM's written approval, which approval will not be unreasonably
withheld. The Advisor also agrees to provide SBFM, on a monthly basis, with a
written report of the assets under the Advisor's management together with all
other matters deemed by the Advisor to be material changes to its business not
previously reported to SBFM. The Advisor further agrees that it will use its
best efforts to convert foreign currency balances (not required to margin
positions denominated in a foreign currency) to U.S. dollars no less frequently
than approximately monthly.
(d) The Advisor agrees to make all material disclosures to the
Partnership regarding itself and its principals as defined in Part 4 of the
CFTC's regulations ("principals"), shareholders, directors, officers and
employees, their trading performance and general trading methods, its customer
accounts (but not the identities of or identifying information with respect to
its customers) and otherwise as are required in the reasonable judgment of SBFM
to be made in any filings required by Federal or state law or NFA rule or order.
Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor is not
required to disclose the actual trading results of proprietary accounts of the
Advisor or its principals unless SBFM reasonably determines that such disclosure
is required in order to fulfill its fiduciary obligations to the Partnership or
the reporting, filing or other obligations imposed on it by Federal or state law
or NFA rule or order. The Partnership and SBFM acknowledge that the trading
advice to be provided by the Advisor is a property right belonging to the
Advisor and that they will keep all such advice confidential and will not make
use of such advice in any manner or disclose such advice to third parties.
Further, SBFM agrees to treat as confidential any results of proprietary
accounts and/or proprietary information with respect to trading systems obtained
from the Advisor. Nothing contained in this Agreement shall require the Advisor
to disclose the details of its trading methodologies, programs or systems.
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(e) The Advisor understands and agrees that SBFM may designate other
trading advisors for the Partnership and apportion or reapportion to such other
trading advisors the management of an amount of Net Assets (as defined in
Section 3(b) hereof) as it shall determine in its absolute discretion. The
designation of other trading advisors and the apportionment or reapportionment
of Net Assets to any such trading advisors pursuant to this Section 1 shall
neither terminate this Agreement nor modify in any regard the respective rights
and obligations of the parties hereunder.
(f) SBFM may, from time to time, in its absolute discretion, select
additional trading advisors and reapportion funds among the trading advisors for
the Partnership as it deems appropriate. SBFM shall use its best efforts to make
reapportionments, if any, as of the first day of a month. The Advisor agrees
that it may be called upon at any time promptly to liquidate positions in SBFM's
sole discretion so that SBFM may reallocate the Partnership's assets, meet
margin calls on the Partnership's account, fund redemptions, or for any other
reason, except that SBFM will not require the liquidation of specific positions
by the Advisor. SBFM and the Partnership acknowledge that any such request to
liquidate positions by SBFM may result in the Partnership incurring losses which
it might otherwise not have incurred. SBFM will use its best efforts to give two
days' prior notice to the Advisor of any reallocations or liquidations. The
parties agree that the maximum allocation of assets which the Advisor shall be
obligated to accept for management on behalf of the Partnership shall be
$10,000,000, and that the Advisor may refuse any increase in the amount of the
allocated assets in excess thereof in its sole discretion.
(g) The Advisor will not be liable for trading losses in the
Partnership's account including losses caused by errors; provided, however, that
the Advisor will be liable to the Partnership with respect to losses incurred
due to negligent errors committed or caused by it or any of its principals or
employees in communicating improper trading instructions or orders to any broker
on behalf of the Partnership. The Advisor shall promptly notify SBFM and the
Partnership of any errors committed by it and of any order or trade it believes
was not executed in accordance with its instructions to any broker.
2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor
shall be deemed to be an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the
Partnership in any way and shall not be deemed an agent, promoter
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or sponsor of the Partnership, SBFM, or any other trading advisor. The Advisor
shall not be responsible to the Partnership, the General Partner, any trading
advisor or any limited partners for any acts or omissions of any other trading
advisor, whether or not they are still acting as an advisor to the Partnership.
3. COMPENSATION. (a) In consideration of and as compensation for all
of the services to be rendered by the Advisor to the Partnership under this
Agreement, the Partnership shall pay the Advisor (i) an annual incentive fee
equal to 20% of New Trading Profits (as such term is defined below) earned by
the Advisor for the Partnership and (ii) a monthly fee for professional
management services equal to 1/6 of 1% (2% per year) of the month-end Net Assets
of the Partnership allocated to the Advisor. No incentive fee shall be paid
until the end of nearest calendar quarter ending at least twelve months after
trading commences (the "Initial Payment Date"), which fee shall be based on New
Trading Profits earned from the commencement of trading operations by the
Partnership through the end of that period. From that point on, incentive fees
will be paid as of the end of each twelve months following the Initial Payment
Date.
(b) "Net Assets" shall have the meaning set forth in Paragraph
7(d)(1) of the Limited Partnership Agreement dated as of June 15, 1998, and
without regard to further amendments thereto, provided that in determining the
Net Assets of the Partnership on any date, no adjustment shall be made to
reflect any distributions, redemptions or incentive fees payable as of the date
of such determination.
(c) "New Trading Profits" shall mean the excess, if any, of Net
Assets managed by the Advisor at the end of the fiscal period over Net Assets
managed by the Advisor at the end of the highest previous fiscal period or Net
Assets allocated to the Advisor 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, reallocations or capital
distributions, if any, made during the fiscal period decreased by interest or
other income, not directly related to trading activity, earned on the
Partnership's assets during the fiscal period, whether the assets are held
separately or in margin accounts. Ongoing expenses will be attributed to the
Advisor based on the Advisor's proportionate share of Net Assets. Ongoing
expenses above will not include expenses of litigation not involving the
activities of the Advisor on behalf of the Partnership. Ongoing expenses include
offering and organizational expenses of the Partnership. Interest income earned,
if any, will not be taken into account in computing New
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Trading Profits earned by the Advisor. If Net Assets allocated to the Advisor
are reduced due to redemptions, distributions or reallocations (net of
simultaneous additions), there will be a corresponding proportional reduction in
the related loss carryforward amount that must be recouped before the Advisor is
eligible to receive another incentive fee.
(d) Annual incentive fees and monthly management fees shall be paid
within twenty (20) business days following the end of the period, as the case
may be, for which such fee is payable. In the event of the termination of this
Agreement as of any date which shall not be the end of a fiscal year or a
calendar month, as the case may be, the annually incentive fee shall be computed
as if the effective date of termination were the last day of the then current
year and the monthly management fee shall be prorated to the effective date of
termination. If, during any month, the Partnership does not conduct business
operations or the Advisor is unable to provide the services contemplated herein
for more than two successive business days, the monthly management fee shall be
prorated by the ratio which the number of business days during which SBFM
conducted the Partnership's business operations or utilized the Advisor's
services bears in the month to the total number of business days in such month.
(e) The provisions of this Paragraph 3 shall survive the termination
of this Agreement.
4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by
the Advisor hereunder are not to be deemed exclusive. SBFM on its own behalf and
on behalf of the Partnership acknowledges that, subject to the terms of this
Agreement, the Advisor and its principals, officers, directors, employees and
shareholder(s), may render advisory, consulting and management services to other
clients and accounts. The Advisor and its officers, directors, employees and
shareholder(s) shall be free to trade for their own accounts and to advise other
investors and manage other commodity accounts during the term of this Agreement
and to use the same and different information, computer programs and trading
strategies, programs or formulas which they obtain, produce or utilize in the
performance of services to SBFM for the Partnership. The Partnership and SBFM
acknowledge that all such trading for other accounts may increase the level of
competition with respect to priorities of order entry and may restrict the
ability of the Advisor to obtain or maintain positions in futures due to the
application of CFTC or exchange imposed speculative position limits and daily
trading limits. However, the Advisor represents, warrants and agrees that it
believes the rendering of such consulting, advisory and
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management services to other accounts and entities will not require any material
change in the Advisor's basic trading strategies and will not affect the
capacity of the Advisor to continue to render services to SBFM for the
Partnership of the quality and nature contemplated by this Agreement.
(b) If, at any time during the term of this Agreement, the Advisor
is required to aggregate the Partnership's commodity positions with the
positions of any other person for purposes of applying CFTC- or exchange-imposed
speculative position limits, the Advisor agrees that it will promptly notify
SBFM if the Partnership's positions are included in an aggregate amount which
exceeds the applicable speculative position limit. The Advisor agrees that, if
its trading recommendations are altered because of the application of any
speculative position limits, it will not modify the trading instructions with
respect to the Partnership's account in such manner as to affect the Partnership
substantially disproportionately as compared with the Advisor's other accounts.
The Advisor further represents, warrants and agrees that under no circumstances
will it knowingly or deliberately use trading strategies or methods for the
Partnership that are inferior to strategies or methods employed for any other
client or account and that it will not knowingly or deliberately favor any
client or account managed by it over any other client or account in any manner,
it being acknowledged, however, that different trading strategies, programs,
methods and degrees of leverage may be utilized for differing sizes of accounts,
accounts with different trading policies and restrictions, accounts with
differing fee structures, accounts experiencing differing inflows or outflows of
equity, accounts which commence trading at different times, accounts which have
different portfolios or different fiscal years, accounts utilizing different
executing brokers and accounts with other differences, and that such differences
may cause divergent trading results. SBFM further acknowledges that the Advisor
offers trading programs other than the Global Financial Program and that such
other trading programs may obtain more favorable results than the Global
Financial Program.
(c) It is acknowledged that the Advisor and/or its principals,
officers, employees, directors and shareholder(s) presently act, and it is
agreed that they may continue to act, as advisor for other accounts managed by
them, and may continue to receive compensation with respect to services for such
accounts in amounts which may be more or less than the amounts received from the
Partnership.
(d) The Advisor agrees that it shall make such information available
to SBFM respecting the performance of the
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<PAGE> 8
Partnership's account as compared to the performance of other client accounts
managed by the Advisor or its principals pursuant to the Global Financial
Program as shall be reasonably requested by SBFM. The Advisor presently believes
and represents that existing speculative position limits will not materially
adversely affect its ability to manage the Partnership's account given the
potential size of the Partnership's account and the Advisor's and its
principals' current accounts and all proposed accounts for which they have
contracted to act as trading manager.
5. TERM. (a) This Agreement shall continue in effect until June 30,
1999. SBFM may, in its sole discretion, renew this Agreement for additional
one-year periods upon notice to the Advisor not less than 30 days prior to the
expiration of the previous period. At any time during the term of this
Agreement, SBFM may terminate this Agreement at any month-end upon 30 days'
notice to the Advisor. At any time during the term of this Agreement, SBFM may
elect to immediately terminate this Agreement upon 30 days' notice to the
Advisor if (i) the Net Asset Value per Unit shall decline as of the close of
business on any day to $400 or less; (ii) the Net Assets allocated to the
Advisor (adjusted for redemptions, distributions, withdrawals or reallocations,
if any) decline by 50% or more as of the end of a trading day from such Net
Assets' previous highest value; (iii) limited partners owning at least 50% of
the outstanding Units shall vote to require SBFM to terminate this Agreement;
(iv) the Advisor commits a material breach of this Agreement; (v) SBFM, in good
faith, reasonably determines that the performance of the Advisor has been such
that SBFM's fiduciary duties to the Partnership require SBFM to terminate this
Agreement; or (vi) SBFM reasonably believes that the application of speculative
position limits will substantially affect the performance of the Partnership. At
any time during the term of this Agreement, SBFM may elect immediately to
terminate this Agreement if (i) the Advisor merges, consolidates with another
entity, sells a substantial portion of its assets, or becomes bankrupt or
insolvent, except as provided in Section 10 hereof, (ii) William Eckhardt dies,
becomes incapacitated, leaves the employ of the Advisor, ceases to control the
Advisor or is otherwise not managing the trading programs or systems of the
Advisor, or (iii) the Advisor's registration as a commodity trading advisor with
the CFTC or its membership in the NFA or any other regulatory authority, is
terminated or suspended. This Agreement will immediately terminate upon
dissolution of the Partnership or upon cessation of trading prior to
dissolution.
(b) The Advisor may terminate this Agreement by giving not less than
30 days' notice to SBFM (i) in the event that the
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trading policies of the Partnership as set forth in the Prospectus are changed
in such manner that the Advisor reasonably believes will adversely affect the
performance of its trading strategies or would require a change to the Advisor's
operating procedures; (ii) after June 30, 1999; or (iii) in the event that the
General Partner or Partnership fails to comply with the terms of this Agreement.
The Advisor may immediately terminate this Agreement if SBFM's registration as a
commodity pool operator or its membership in the NFA is terminated or suspended.
(c) Except as otherwise provided in this Agreement, any termination
of this Agreement in accordance with this Paragraph 5 or Paragraph 1(e) shall be
without penalty or liability to any party, except for any fees due to the
Advisor pursuant to Section 3 hereof.
6. INDEMNIFICATION. (a)(i) The Advisor shall not be liable to SBFM,
the Partnership or their respective shareholders, partners, successors or
assigns under this Agreement for any act or failure to act taken or omitted in
good faith in a manner reasonably believed to be in or not opposed to the best
interests of the Partnership if such act or failure to act did not constitute
negligence, intentional misconduct or a material breach of this Agreement. In
any threatened, pending or completed action, arbitration, claim, demand,
dispute, suit, or proceeding to which the Advisor was or is a party or is
threatened to be made a party arising out of or in connection with this
Agreement or the management of the Partnership's assets by the Advisor or the
offering and sale of units in the Partnership, SBFM shall, subject to
subparagraph (a)(iii) of this Paragraph 6, indemnify and hold harmless the
Advisor against any loss, liability, damage, cost, expense (including, without
limitation, attorneys' and accountants' fees), judgments and amounts paid in
settlement actually and reasonably incurred by it in connection with such
action, suit, or proceeding if the Advisor acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Partnership, and provided that its conduct did not constitute negligence,
intentional misconduct, or a breach of this Agreement, unless and only to the
extent that the court or administrative forum in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, the Advisor is fairly
and reasonably entitled to indemnity for such expenses which such court or
administrative forum shall deem proper; and further provided that no
indemnification shall be available from the Partnership if such indemnification
is prohibited by Section 16 of the Partnership Agreement. The termination of any
action, suit or proceeding by judgment, order or settlement shall not, of
itself, create a presumption that the Advisor did not act in good
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faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Partnership.
(ii) Without limiting sub-paragraph (i) above, to the extent that
the Advisor has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subparagraph (i) above, or in defense
of any claim, issue or matter therein, SBFM shall indemnify it against the
expenses (including, without limitation, attorneys' and accountants' fees)
actually and reasonably incurred by it in connection therewith.
(iii) Any indemnification under subparagraph (i) above, unless
ordered by a court or administrative forum, shall be made by SBFM only as
authorized in the specific case and only upon a determination by independent
legal counsel in a written opinion that such indemnification is proper in the
circumstances because the Advisor has met the applicable standard of conduct set
forth in subparagraph (i) above. Such independent legal counsel shall be
selected by SBFM in a timely manner, subject to the Advisor's approval, which
approval shall not be unreasonably withheld. The Advisor will be deemed to have
approved SBFM's selection unless the Advisor notifies SBFM in writing, received
by SBFM within five days of SBFM's telecopying to the Advisor of the notice of
SBFM's selection, that the Advisor does not approve the selection.
(iv) In the event the Advisor is made a party to any arbitration,
claim, demand, dispute, suit, proceeding or litigation or otherwise incurs any
loss or expense as a result of, or in connection with, the Partnership's or
SBFM's (or their principals, officers, directors, shareholders, partners or
employees) activities or claimed activities unrelated to the Advisor, SBFM shall
indemnify, defend and hold harmless the Advisor against any loss, liability,
damage, cost or expense (including, without limitation, attorneys' and
accountants' fees) incurred in connection therewith.
(v) As used in this Paragraph 6(a), the terms "Advisor" shall
include the Advisor, its principals, officers, directors, stockholders,
employees and affiliates and the term "SBFM" shall include the Partnership.
(b)(i) The Advisor agrees to indemnify and hold harmless SBFM, the
Partnership and their affiliates against any loss, liability, damage, cost or
expense (including, without limitation, attorneys' and accountants' fees),
judgments and amounts paid in settlement actually and reasonably incurred by
them (A) as a result of the material breach of any material representations and
warranties made by the Advisor in this Agreement, or (B) as a result of any act
or omission of the
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Advisor relating to the Partnership if there has been a final judicial or
regulatory determination or, in the event of a settlement of any action or
proceeding with the prior written consent of the Advisor, a written opinion of
an arbitrator pursuant to Paragraph 14 hereof, to the effect that such acts or
omissions violated the terms of this Agreement in any material respect or
involved negligence or intentional misconduct on the part of the Advisor.
(ii) In the event SBFM, the Partnership or any of their affiliates
is made a party to any claim, dispute or litigation or otherwise incurs any loss
or expense as a result of, or in connection with, the activities or claimed
activities of the Advisor or its principals, officers, directors, shareholder(s)
or employees unrelated to SBFM's or the Partnership's business, the Advisor
shall indemnify, defend and hold harmless SBFM, the Partnership or any of their
affiliates against any loss, liability, damage, cost or expense (including,
without limitation, attorneys' and accountants' fees) incurred in connection
therewith.
(c) In the event that a person entitled to indemnification under
this Paragraph 6 is made a party to an action, suit or proceeding alleging both
matters for which indemnification can be made hereunder and matters for which
indemnification may not be made hereunder, such person shall be indemnified only
for that portion of the loss, liability, damage, cost or expense incurred in
such action, suit or proceeding which relates to the matters for which
indemnification can be made.
(d) None of the indemnifications contained in this Paragraph 6 shall
be applicable with respect to default judgments, confessions of judgment or
settlements entered into by the party claiming indemnification without the prior
written consent, which shall not be unreasonably withheld, of the party
obligated to indemnify such party.
(e) The provisions of this Paragraph 6 shall survive the termination
of this Agreement.
7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
(a) The Advisor represents and warrants to the Partnership and SBFM
that:
(i) All references to the Advisor and its principals in the
Prospectus are accurate in all material respects and as to them the Prospectus
does not contain any untrue statement of a material fact or omit to state a
material fact which is necessary to make the statements therein not misleading,
except that with
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respect to Table B in the Prospectus, this representation and warranty extends
only to the underlying data made available by the Advisor for the preparation
thereof and not to any hypothetical or pro forma adjustments. Subject to such
exception, all references to the Advisor and its principals in the Prospectus
will, after review and approval of such references by the Advisor prior to the
use of such Prospectus in connection with the offering of the Partnership's
units, be accurate in all material respects.
(ii) The information with respect to the Advisor set forth in the
actual performance tables in the Prospectus have been prepared in accordance
with the "Fully-Funded Subset" method or such other methods approved by the CFTC
as described in the Advisor's Disclosure Document dated July 22, 1998.
(iii) The Advisor will be acting as a commodity trading advisor with
respect to the Partnership and not as a securities investment adviser and is
duly registered under the Commodity Exchange Act, as amended as a commodity
trading advisor, is a member of the NFA, and is in compliance with such other
registration and licensing requirements as shall be necessary to enable it to
perform its obligations hereunder, and agrees to maintain and renew such
registrations and licenses during the term of this Agreement.
(iv) The Advisor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Illinois and has full
corporate power and authority to enter into this Agreement and to provide the
services required of it hereunder.
(v) The Advisor will not, by acting as a commodity trading advisor
to the Partnership, breach or cause to be breached any undertaking, agreement,
contract, statute, rule or regulation to which it is a party or by which it is
bound which would materially limit or affect the performance of its duties under
this Agreement.
(vi) This Agreement has been duly and validly authorized, executed
and delivered by the Advisor and is a valid and binding agreement enforceable in
accordance with its terms.
(vii) At any time during the term of this Agreement that a
prospectus relating to the Units is required to be delivered in connection with
the offer and sale thereof, the Advisor agrees upon the request of SBFM to
provide the Partnership with such information as shall be necessary so that, as
to the Advisor and its principals, such prospectus is accurate in all material
respects.
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<PAGE> 13
(b) SBFM represents and warrants to the Advisor for itself and the
Partnership that:
(i) The Prospectus (as from time to time amended or supplemented,
which amendment or supplement is approved by the Advisor as to descriptions of
itself and its actual performance) is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact which is necessary to make the statements therein not
misleading, except that the foregoing representation does not apply to any
statement or omission concerning the Advisor in the Prospectus, made in reliance
upon, and in conformity with, information furnished to SBFM by or on behalf of
the Advisor expressly for use in the Prospectus (it being understood that the
hypothetical and pro forma adjustments in Table B were not furnished by the
Advisor).
(ii) It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full corporate
power and authority to perform its obligations under this Agreement.
(iii) SBFM and the Partnership have the capacity and authority to
enter into this Agreement on behalf of the Partnership.
(iv) This Agreement has been duly and validly authorized, executed
and delivered on SBFM's and the Partnership's behalf and is a valid and binding
agreement of SBFM and the Partnership enforceable in accordance with its terms.
(v) SBFM will not, by acting as General Partner to the Partnership
and the Partnership will not, breach or cause to be breached any undertaking,
agreement, contract, statute, rule or regulation to which it is a party or by
which it is bound which would materially limit or affect the performance of its
duties under this Agreement.
(vi) It is registered as a commodity pool operator and is a member
of the NFA, and it will maintain and renew such registration and membership
during the term of this Agreement.
(vii) The Partnership is a limited partnership duly organized and
validly existing under the laws of the State of New York and has full power and
authority to enter into this Agreement and to perform its obligations under this
Agreement.
(viii) The Partnership and SBFM are and shall remain in compliance
in all material respects with all statutes, laws,
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rules, regulations and orders of any governmental agency or self-regulatory
organization applicable to its business, this Agreement or the offering of units
in the Partnership.
(c) The parties represent that they are using their best efforts to
take (and will continue to take) any necessary steps to remedy potential
problems that could occur in their respective computer applications as a result
of the change in the year from 1999 to 2000, commonly referred to as Year 2000
problems.
(d) All representations, warranties and covenants contained in this
Agreement shall be continuing during the term of this Agreement and shall
survive the termination of this Agreement with respect to any matter arising
while this Agreement was in effect. Each party hereby agrees that as of the date
of this Agreement it is, and during its term shall be, in compliance with its
representations, warranties and covenants herein contained. In addition, if at
any time any event occurs which would make such representations, warranties or
covenants not true, the party promptly will notify the other parties of such
facts in the manner provided below. All representations, warranties and
covenants herein contained shall inure to the benefit of the party to whom it is
addressed and its respective heirs, executors, administrators, legal
representatives, successors and permitted assigns.
8. COVENANTS OF THE ADVISOR, SBFM AND THE PARTNERSHIP.
(a) The Advisor agrees as follows:
(i) In connection with its activities on behalf of the Partnership,
the Advisor will comply with all applicable rules and regulations of the CFTC
and/or the commodity exchange on which any particular transaction is executed.
(ii) The Advisor will promptly notify SBFM of the commencement of
any material suit, action or proceeding involving it, whether or not any such
suit, action or proceeding also involves SBFM.
(iii) In the placement of orders for the Partnership's account and
for the accounts of any other client, the Advisor will utilize a pre-determined,
systematic, fair and reasonable order entry system, which shall, on an overall
basis, be no less favorable to the Partnership than to any other account managed
by the Advisor. The Advisor acknowledges its obligation to review the
Partnership's positions, prices and equity in the account managed by the Advisor
daily and within two business days or as soon as practicable to notify, in
writing, the broker and SBFM
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and the Partnership's brokers of (i) any error committed by the Advisor or its
principals or employees; (ii) any trade which the Advisor believes was not
executed in accordance with its instructions; and (iii) any discrepancy with a
value of $10,000 or more (due to differences in the positions, prices or equity
in the account) between its records and the information reported on the
account's daily and monthly broker statements.
(iv) The Advisor will maintain a net worth of not less than
$1,000,000 during the term of this Agreement.
(b) SBFM agrees for itself and the Partnership that:
(i) SBFM and the Partnership will comply with all applicable rules
and regulations of the CFTC and/or the commodity exchange on which any
particular transaction is executed.
(ii) SBFM will promptly notify the Advisor of the commencement of
any material suit, action or proceeding involving it or the Partnership, whether
or not such suit, action or proceeding also involves the Advisor.
9. COMPLETE AGREEMENT. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter hereof.
10. ASSIGNMENT. This Agreement may not be assigned by any party
without the express written consent of the other parties.
11. AMENDMENT. This Agreement may not be amended except by the
written consent of the parties.
12. NOTICES. All notices, demands or requests required to be made or
delivered under this Agreement shall be in writing and delivered personally or
by registered or certified mail or expedited courier, return receipt requested,
postage prepaid, to the addresses below or to such other addresses as may be
designated by the party entitled to receive the same by notice similarly given:
If to SBFM:
Smith Barney Futures Management Inc.
390 Greenwich Street
1st Floor
New York, New York 10013
Attention: David J. Vogel
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If to the Advisor:
Ms. Audrey Gale
Eckhardt Trading Co.
53 West Jackson Boulevard
Suite 1240
Chicago, IL 60604
13. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to
principles of conflicts of laws.
14. ARBITRATION. The parties agree that any dispute or controversy
arising out of or relating to this Agreement or the interpretation thereof,
shall be settled by arbitration in accordance with the rules, then in effect, of
the National Futures Association or, if the National Futures Association shall
refuse jurisdiction, then in accordance with the rules, then in effect, of the
American Arbitration Association; provided that the arbitrators shall be
knowledgeable in industry standards and practices and the matters giving rise to
the dispute, that the power of the arbitrators shall be limited to interpreting
this Agreement as written and the arbitrators shall state in writing their
reasons for their award. Judgment upon any award made by the arbitrator may be
entered in any court of competent jurisdiction.
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15. NO THIRD PARTY BENEFICIARIES. Except as otherwise provided in
Paragraph 6, there are no third party beneficiaries to this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed for and on
behalf of the undersigned as of the day and year first above written.
SMITH BARNEY FUTURES
MANAGEMENT INC.
By /s/ David J. Vogel
-------------------------------
David J. Vogel
President and Director
SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED FUTURES FUND L. P.
By Smith Barney
Futures Management Inc.
(General Partner)
By /s/ David J. Vogel
-------------------------------
David J. Vogel
President and Director
ECKHARDT TRADING COMPANY
By /s/ William Eckhardt
-------------------------------
William Eckhardt
President
<PAGE> 1
EXHIBIT 10.7
MANAGEMENT AGREEMENT
AGREEMENT made as of the _____ day of July, 1998 among SMITH BARNEY
FUTURES MANAGEMENT INC., a Delaware corporation ("SBFM"), SALOMON SMITH BARNEY
GLOBAL DIVERSIFIED FUTURES FUND L. P., a New York limited partnership (the
"Partnership") and RABAR MARKET RESEARCH, INC., an Illinois corporation (the
"Advisor").
W I T N E S S E T H :
WHEREAS, SBFM is the general partner of Salomon Smith Barney Global
Diversified Futures Fund L. P., a limited partnership organized for the purpose
of speculative trading of commodity interests, including futures contracts,
options and forward contracts with the objective of achieving substantial
capital appreciation; and
WHEREAS, the Limited Partnership Agreement establishing the
Partnership (the "Limited Partnership Agreement") permits SBFM to delegate to
one or more commodity trading advisors SBFM's authority to make trading
decisions for the Partnership; and
WHEREAS, the Advisor is registered as a commodity trading advisor
with the Commodity Futures Trading Commission ("CFTC") and is a member of the
National Futures Association ("NFA"); and
WHEREAS, SBFM is registered as a commodity pool operator with the
CFTC and is a member of the NFA; and
WHEREAS, SBFM, the Partnership and the Advisor wish to enter into
this Agreement in order to set forth the terms and conditions upon which the
Advisor will render and implement advisory services in connection with the
conduct by the Partnership of its commodity trading activities during the term
of this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. DUTIES OF THE ADVISOR. (a) Upon the commencement of trading
operations by the Partnership and for the period and on the terms and conditions
of this Agreement, the Advisor shall have sole authority and responsibility, as
one of the Partnership's agents and attorneys-in-fact, for directing the
investment and reinvestment of the assets and funds of the Partnership allocated
to it by the General Partner in commodity interests, including commodity futures
contracts, options, exchange-for-physicals, physical commodities, and spot and
forward contracts. All such trading on behalf of the Partnership shall be in
accordance with the trading strategies and trading policies set forth in the
Prospectus and Disclosure Document to be dated on or about August 21, 1998, as
supplemented (the
<PAGE> 2
"Prospectus"), and as such trading policies may be changed from time to time
upon receipt by the Advisor of prior written notice of such change and pursuant
to the trading strategy selected by SBFM to be utilized by the Advisor in
managing the Partnership's assets. Any open positions or other investments at
the time of receipt of such notice of a change in trading policy shall not be
deemed to violate the changed policy and shall be closed or sold in the ordinary
course of trading. The Advisor may not deviate from the trading policies set
forth in the Prospectus without the prior written consent of the Partnership
given by SBFM. The Advisor makes no representation or warranty that the trading
to be directed by it for the Partnership will be profitable or will not incur
losses.
(b) SBFM acknowledges receipt of the Advisor's Disclosure Document
dated July 1, 1998 as filed with the NFA and CFTC. All trades made by the
Advisor for the account of the Partnership shall be made through such commodity
broker or brokers as SBFM shall direct, and the Advisor shall have no authority
or responsibility for selecting or supervising any such broker in connection
with the execution, clearance or confirmation of transactions for the
Partnership or for the negotiation or payment of brokerage rates charged
therefor. However, the Advisor may direct all trades in commodity futures and
options to a futures commission merchant or independent floor broker it chooses
for execution with instructions to give-up the trades to the broker designated
by SBFM. Upon request, the Advisor will provide SBFM with a list of all
independent brokers it utilizes, including those that are paid give-up fees
(which the Advisor expects will only be independent brokers operating on markets
located in Chicago). SBFM and the Partnership agree to maintain such list in
strict confidence and not disclose the name of any independent broker to any
third party. The Advisor agrees to consult with SBFM regarding its utilization
of any such independent broker in the event SBFM objects thereto. All give-up or
similar fees relating to the foregoing (which the Advisor does not expect will
exceed $1 per side) shall be paid by the Partnership. The Advisor will cooperate
with SBFM and use its best efforts to have its independent brokers execute
give-up agreements (by either original or fax).
(c) The initial allocation of the Partnership's assets to the
Advisor will be made to the Advisor's trading system as described in its
disclosure document. In the event the Advisor wishes to use a trading system or
methodology other than or in addition to the system or methodology outlined in
the Prospectus in connection with its trading for the Partnership, either in
whole or in part, it may not do so unless the Advisor gives SBFM prior written
notice of its intention to utilize such different
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<PAGE> 3
trading system or methodology and SBFM consents thereto in writing. In addition,
the Advisor will provide five days' prior written notice to SBFM of any change
in the trading system or methodology to be utilized for the Partnership which
the Advisor deems material. If the Advisor deems such change in system or
methodology or in markets traded to be material, the changed system or
methodology or markets traded will not be utilized for the Partnership without
the prior written consent of SBFM. In addition, the Advisor will notify SBFM of
any changes to the trading system or methodology that would require a change in
the description of the trading strategy or methods described in the Prospectus.
Further, the Advisor will provide the Partnership with a current list of all
commodity interests to be traded for the Partnership's account and will not
trade any additional commodity interests for such account without providing
written notice thereof to SBFM and receiving SBFM's written approval. However,
if SBFM does not give its approval within 5 days, it will be deemed to have
approved of such additional commodity interests. The Advisor also agrees to
provide SBFM, on a monthly basis, with a written report of the assets under the
Advisor's management together with all other matters deemed by the Advisor to be
material changes to its business not previously reported to SBFM. The Advisor
further agrees that it will convert foreign currency balances (not required to
margin positions denominated in a foreign currency) to U.S. dollars no less
frequently than monthly. U.S. dollar equivalents in individual foreign
currencies of more than $100,000 will be converted to U.S. dollars within one
business day after such funds are no longer needed to margin foreign positions.
(d) The Advisor agrees to make all material disclosures to the
Partnership regarding itself and its principals as defined in Part 4 of the
CFTC's regulations ("principals"), shareholders, directors, officers and
employees, their trading performance and general trading methods, its customer
accounts (but not the identities of or identifying information with respect to
its customers) and otherwise as are required in the reasonable judgment of SBFM
to be made in any filings required by Federal or state law or NFA rule or order.
Notwithstanding Sections 1(d) and 4(d) of this Agreement, the Advisor is not
required to disclose the actual trading results of proprietary accounts of the
Advisor or its principals unless SBFM reasonably determines that such disclosure
is required in order to fulfill its fiduciary obligations to the Partnership or
the reporting, filing or other obligations imposed on it by Federal or state law
or NFA rule or order. The Partnership and SBFM acknowledge that the trading
advice to be provided by the Advisor is a property right belonging to the
Advisor and that they will keep all such advice confidential. Further, SBFM
agrees to treat as confidential any
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results of proprietary accounts and/or proprietary information with respect to
trading systems obtained from the Advisor.
(e) The Advisor understands and agrees that SBFM may designate other
trading advisors for the Partnership and apportion or reapportion to such other
trading advisors the management of an amount of Net Assets (as defined in
Section 3(b) hereof) as it shall determine in its absolute discretion. The
designation of other trading advisors and the apportionment or reapportionment
of Net Assets to any such trading advisors pursuant to this Section 1 shall
neither terminate this Agreement nor modify in any regard the respective rights
and obligations of the parties hereunder.
(f) SBFM may, from time to time, in its absolute discretion, select
additional trading advisors and reapportion funds among the trading advisors for
the Partnership as it deems appropriate. SBFM shall use its best efforts to make
reapportionments, if any, as of the first day of a month. The Advisor agrees
that it may be called upon at any time promptly to liquidate positions in SBFM's
sole discretion so that SBFM may reallocate the Partnership's assets, meet
margin calls on the Partnership's account, fund redemptions, or for any other
reason, except that SBFM will not require the liquidation of specific positions
by the Advisor. SBFM will use its best efforts to give two days' prior notice to
the Advisor of any reallocations or liquidations.
(g) The Advisor will not be liable for trading losses in the
Partnership's account including losses caused by errors; provided, however, that
the Advisor will be liable to the Partnership with respect to losses incurred
due to negligent errors committed or caused by it or any of its principals or
employees in communicating improper trading instructions or orders to any broker
on behalf of the Partnership.
2. INDEPENDENCE OF THE ADVISOR. For all purposes herein, the Advisor
shall be deemed to be an independent contractor and, unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the
Partnership in any way and shall not be deemed an agent, promoter or sponsor of
the Partnership, SBFM, or any other trading advisor. The Advisor shall not be
responsible to the Partnership, the General Partner, any trading advisor or any
limited partners for any acts or omissions of any other trading advisor, whether
or not they are still acting as an advisor to the Partnership.
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<PAGE> 5
3. COMPENSATION. (a) In consideration of and as compensation for all
of the services to be rendered by the Advisor to the Partnership under this
Agreement, the Partnership shall pay the Advisor (i) an annual incentive fee
equal to 20% of New Trading Profits (as such term is defined below) earned by
the Advisor for the Partnership and (ii) a monthly fee for professional
management services equal to 1/6 of 1% (2% per year) of the month-end Net Assets
of the Partnership allocated to the Advisor. No incentive fee shall be paid
until the end of the nearest calendar quarter ending at least twelve months
after trading commences (the "Initial Payment Date"), which fee shall be based
on New Trading Profits earned from the commencement of trading operations by the
Partnership through the end of that period. From that point on, incentive fees
will be paid as of the end of each twelve months following the Initial Payment
Date.
(b) "Net Assets" shall have the meaning set forth in Paragraph
7(d)(1) of the Limited Partnership Agreement dated as of June 15, 1998, and
without regard to further amendments thereto, provided that in determining the
Net Assets of the Partnership on any date, (i) no adjustment shall be made to
reflect any distributions, redemptions or incentive fees payable as of the date
of such determination, (ii) all extraordinary liabilities of the Partnership
shall be excluded, (iii) interest accrued but not yet paid will be included and
only a pro-rata portion of the Partnership's ordinary liabilities will be
included.
(c) "New Trading Profits" shall mean the excess, if any, of Net
Assets managed by the Advisor at the end of the fiscal period over Net Assets
managed by the Advisor at the end of the highest previous fiscal period or Net
Assets allocated to the Advisor 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, reallocations or capital
distributions, if any, made during the fiscal period decreased by interest or
other income, not directly related to trading activity, earned on the
Partnership's assets during the fiscal period, whether the assets are held
separately or in margin accounts. Ongoing expenses will be attributed to the
Advisor based on the Advisor's proportionate share of Net Assets. Ongoing
expenses above will not include expenses of litigation not involving the
activities of the Advisor on behalf of the Partnership or any other
extraordinary expenses. Ongoing expenses include offering and organizational
expenses of the Partnership. Interest income earned, if any, will not be taken
into account in computing New Trading Profits earned by the Advisor. If Net
Assets allocated to the Advisor are reduced due to redemptions, distributions or
reallocations (net of
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<PAGE> 6
additions), there will be a corresponding proportional reduction in the related
loss carryforward amount that must be recouped before the Advisor is eligible to
receive another incentive fee.
(d) Annual incentive fees and monthly management fees shall be paid
within twenty (20) business days following the end of the period, as the case
may be, for which such fee is payable. All such payments will be made by wire
transfer of immediately available funds as follows: The Bank of New York, One
North Lexington Avenue, White Plains, New York 10604, Branch #749, Westchester
Putnam Division, ABA #021 000 018, Phone: (914) 946-6210, For further credit to:
Rabar Market Research, Inc., Account #6701456244. In the event of the
termination of this Agreement as of any date which shall not be the end of a
fiscal year or a calendar month, as the case may be, the annual incentive fee
shall be computed as if the effective date of termination were the last day of
the then current year and the monthly management fee shall be prorated to the
effective date of termination. If, during any month, the Partnership does not
conduct business operations or the Advisor is unable to provide the services
contemplated herein for more than two successive business days, the monthly
management fee shall be prorated by the ratio which the number of business days
during which SBFM conducted the Partnership's business operations or utilized
the Advisor's services bears in the month to the total number of business days
in such month.
(e) The provisions of this Paragraph 3 shall survive the termination
of this Agreement.
4. RIGHT TO ENGAGE IN OTHER ACTIVITIES. (a) The services provided by
the Advisor hereunder are not to be deemed exclusive. SBFM on its own behalf and
on behalf of the Partnership acknowledges that, subject to the terms of this
Agreement, the Advisor and its officers, directors, employees and
shareholder(s), may render advisory, consulting and management services to other
clients and accounts. The Advisor and its officers, directors, employees and
shareholder(s) shall be free to trade for their own accounts and to advise other
investors and manage other commodity accounts during the term of this Agreement
and to use the same information, computer programs and trading strategies,
programs or formulas which they obtain, produce or utilize in the performance of
services to SBFM for the Partnership. However, the Advisor represents, warrants
and agrees that it believes the rendering of such consulting, advisory and
management services to other accounts and entities will not require any material
change in the Advisor's basic trading strategies and will not affect the
capacity of the
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Advisor to continue to render services to SBFM for the Partnership of the
quality and nature contemplated by this Agreement.
(b) If, at any time during the term of this Agreement, the Advisor
is required to aggregate the Partnership's commodity positions with the
positions of any other person for purposes of applying CFTC- or exchange-imposed
speculative position limits, the Advisor agrees that it will promptly notify
SBFM if the Partnership's positions are included in an aggregate amount which
exceeds the applicable speculative position limit. The Advisor agrees that, if
its trading recommendations are altered because of the application of any
speculative position limits, it will not modify the trading instructions with
respect to the Partnership's account in such manner as to affect the Partnership
substantially disproportionately as compared with the Advisor's other accounts.
The Advisor further represents, warrants and agrees that under no circumstances
will it knowingly or deliberately use trading strategies or methods for the
Partnership that are inferior to strategies or methods employed for any other
client or account and that it will not knowingly or deliberately favor any
client or account managed by it over any other client or account in any manner,
it being acknowledged, however, that different trading strategies or methods may
be utilized for differing sizes of accounts, accounts with different trading
policies, accounts experiencing differing inflows or outflows of equity,
accounts which commence trading at different times, accounts which have
different portfolios or different fiscal years, accounts utilizing different
executing brokers and accounts with other differences, and that such differences
may cause divergent trading results.
(c) It is acknowledged that the Advisor and/or its officers,
employees, directors and shareholder(s) presently act, and it is agreed that
they may continue to act, as advisor for other accounts managed by them, and may
continue to receive compensation with respect to services for such accounts in
amounts which may be more or less than the amounts received from the
Partnership.
(d) The Advisor agrees that it shall make such information available
to SBFM respecting the performance of the Partnership's account as compared to
the performance of other accounts managed by the Advisor or its principals as
shall be reasonably requested by SBFM. The Advisor presently believes and
represents that existing speculative position limits will not materially
adversely affect its ability to manage the Partnership's account given the
potential size of the Partnership's account and the Advisor's and its
principals'
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<PAGE> 8
current accounts and all proposed accounts for which they have contracted to act
as trading advisor.
5. TERM. (a) This Agreement shall continue in effect until June 30,
1999. SBFM may, in its sole discretion, renew this Agreement for additional
one-year periods upon notice to the Advisor not less than 30 days prior to the
expiration of the previous period. At any time during the term of this
Agreement, SBFM may terminate this Agreement at any month-end upon 30 days'
notice to the Advisor. At any time during the term of this Agreement, SBFM may
elect to immediately terminate this Agreement upon 30 days' notice to the
Advisor if (i) the Net Asset Value per Unit shall decline as of the close of
business on any day to $400 or less; (ii) the Net Assets allocated to the
Advisor (adjusted for redemptions, distributions, withdrawals or reallocations,
if any) decline by 50% or more as of the end of a trading day from such Net
Assets' previous highest value; (iii) limited partners owning at least 50% of
the outstanding Units shall vote to require SBFM to terminate this Agreement;
(iv) the Advisor fails to comply with the terms of this Agreement; (v) SBFM, in
good faith, reasonably determines that the performance of the Advisor has been
such that SBFM's fiduciary duties to the Partnership require SBFM to terminate
this Agreement; or (vi) SBFM reasonably believes that the application of
speculative position limits will substantially affect the performance of the
Partnership. At any time during the term of this Agreement, SBFM may elect
immediately to terminate this Agreement if (i) the Advisor merges, consolidates
with another entity, sells a substantial portion of its assets, or becomes
bankrupt or insolvent, (ii) Paul Rabar dies, becomes incapacitated, leaves the
employ of the Advisor, ceases to control the Advisor or is otherwise not
managing the trading programs or systems of the Advisor, or (iii) the Advisor's
registration as a commodity trading advisor with the CFTC or its membership in
the NFA or any other regulatory authority, is terminated or suspended. This
Agreement will immediately terminate upon dissolution of the Partnership or upon
cessation of trading prior to dissolution.
(b) The Advisor may terminate this Agreement by giving not less than
30 days' notice to SBFM (i) in the event that the trading policies of the
Partnership as set forth in the Prospectus are changed in such manner that the
Advisor reasonably believes will adversely affect the performance of its trading
strategies; (ii) after June 30, 1999; or (iii) in the event that the General
Partner or Partnership fails to comply with the terms of this Agreement. The
Advisor may immediately terminate this Agreement if SBFM's registration as a
commodity pool operator or its membership in the NFA is terminated or suspended.
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(c) Except as otherwise provided in this Agreement, any termination
of this Agreement in accordance with this Paragraph 5 or Paragraph 1(e) shall be
without penalty or liability to any party, except for any fees due to the
Advisor pursuant to Section 3 hereof.
6. INDEMNIFICATION. (a)(i) In any threatened, pending or completed
action, suit, or proceeding to which the Advisor was or is a party or is
threatened to be made a party arising out of or in connection with this
Agreement or the management of the Partnership's assets by the Advisor or the
offering and sale of units in the Partnership, SBFM shall, subject to
subparagraph (a)(iii) of this Paragraph 6, indemnify and hold harmless the
Advisor against any loss, liability, damage, cost, expense (including, without
limitation, attorneys' and accountants' fees), judgments and amounts paid in
settlement actually and reasonably incurred by it in connection with such
action, suit, or proceeding if the Advisor acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Partnership, and provided that its conduct did not constitute negligence,
intentional misconduct, or a breach of its fiduciary obligations to the
Partnership as a commodity trading advisor, unless and only to the extent that
the court or administrative forum in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, the Advisor is fairly and reasonably
entitled to indemnity for such expenses which such court or administrative forum
shall deem proper; and further provided that no indemnification shall be
available from the Partnership if such indemnification is prohibited by Section
16 of the Partnership Agreement. The termination of any action, suit or
proceeding by judgment, order or settlement shall not, of itself, create a
presumption that the Advisor did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Partnership.
(ii) Without limiting sub-paragraph (i) above, to the extent that
the Advisor has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subparagraph (i) above, or in defense
of any claim, issue or matter therein, SBFM shall indemnify it against the
expenses (including, without limitation, attorneys' and accountants' fees)
actually and reasonably incurred by it in connection therewith.
(iii) Any indemnification under subparagraph (i) above, unless
ordered by a court or administrative forum, shall be made by SBFM only as
authorized in the specific case and only upon a determination by independent
legal counsel in a written opinion that such indemnification is proper in the
circumstances because
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the Advisor has met the applicable standard of conduct set forth in subparagraph
(i) above. Such independent legal counsel shall be selected by SBFM in a timely
manner, subject to the Advisor's approval, which approval shall not be
unreasonably withheld. The Advisor will be deemed to have approved SBFM's
selection unless the Advisor notifies SBFM in writing, received by SBFM within
five days of SBFM's telecopying to the Advisor of the notice of SBFM's
selection, that the Advisor does not approve the selection.
(iv) In the event the Advisor is made a party to any claim, dispute
or litigation or otherwise incurs any loss or expense as a result of, or in
connection with, the Partnership's or SBFM's activities or claimed activities
unrelated to the Advisor, SBFM shall indemnify, defend and hold harmless the
Advisor against any loss, liability, damage, cost or expense (including, without
limitation, attorneys' and accountants' fees) incurred in connection therewith.
(v) As used in this Paragraph 6(a), the terms "Advisor" shall
include the Advisor, its principals, officers, directors, stockholders and
employees and the term "SBFM" shall include the Partnership.
(b)(i) The Advisor agrees to indemnify, defend and hold harmless
SBFM, the Partnership and their affiliates against any loss, liability, damage,
cost or expense (including, without limitation, attorneys' and accountants'
fees), judgments and amounts paid in settlement actually and reasonably incurred
by them (A) as a result of the material breach of any material representations
and warranties made by the Advisor in this Agreement, or (B) as a result of any
act or omission of the Advisor relating to the Partnership if there has been a
final judicial or regulatory determination or, in the event of a settlement of
any action or proceeding with the prior written consent of the Advisor, a
written opinion of an arbitrator pursuant to Paragraph 14 hereof, to the effect
that such acts or omissions violated the terms of this Agreement in any material
respect or involved negligence, bad faith, recklessness or intentional
misconduct on the part of the Advisor (except as otherwise provided in Section
1(g)).
(ii) In the event SBFM, the Partnership or any of their affiliates
is made a party to any claim, dispute or litigation or otherwise incurs any loss
or expense as a result of, or in connection with, the activities or claimed
activities of the Advisor or its principals, officers, directors, shareholder(s)
or employees unrelated to SBFM's or the Partnership's business, the Advisor
shall indemnify, defend and hold harmless SBFM, the Partnership or any of their
affiliates against any loss,
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liability, damage, cost or expense (including, without limitation, attorneys'
and accountants' fees) incurred in connection therewith.
(c) In the event that a person entitled to indemnification under
this Paragraph 6 is made a party to an action, suit or proceeding alleging both
matters for which indemnification can be made hereunder and matters for which
indemnification may not be made hereunder, such person shall be indemnified only
for that portion of the loss, liability, damage, cost or expense incurred in
such action, suit or proceeding which relates to the matters for which
indemnification can be made.
(d) None of the indemnifications contained in this Paragraph 6 shall
be applicable with respect to default judgments, confessions of judgment or
settlements entered into by the party claiming indemnification without the prior
written consent, which shall not be unreasonably withheld, of the party
obligated to indemnify such party.
(e) The provisions of this Paragraph 6 shall survive the termination
of this Agreement.
7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
(a) The Advisor represents and warrants that:
(i) All references to the Advisor and its principals in the
Prospectus are accurate in all material respects and as to them the Prospectus
does not contain any untrue statement of a material fact or omit to state a
material fact which is necessary to make the statements therein not misleading,
except that with respect to Table B in the Prospectus, this representation and
warranty extends only to the underlying data made available by the Advisor for
the preparation thereof and not to any hypothetical or pro forma adjustments.
Subject to such exception, all references to the Advisor and its principals in
the Prospectus will, after review and approval of such references by the Advisor
prior to the use of such Prospectus in connection with the offering of the
Partnership's units, be accurate in all material respects.
(ii) The information with respect to the Advisor set forth in the
actual performance tables in the Prospectus is based on all of the customer
accounts managed on a discretionary basis by the Advisor's principals and/or the
Advisor during the period covered by such tables and required to be disclosed
therein.
(iii) The Advisor will be acting as a commodity trading advisor with
respect to the Partnership and not as a securities
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investment adviser and is duly registered with the CFTC as a commodity trading
advisor, is a member of the NFA, and is in compliance with such other
registration and licensing requirements as shall be necessary to enable it to
perform its obligations hereunder, and agrees to maintain and renew such
registrations and licenses during the term of this Agreement.
(iv) The Advisor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Illinois and has full power
and authority to enter into this Agreement and to provide the services required
of it hereunder.
(v) The Advisor will not, by acting as a commodity trading advisor
to the Partnership, breach or cause to be breached any undertaking, agreement,
contract, statute, rule or regulation to which it is a party or by which it is
bound.
(vi) This Agreement has been duly and validly authorized, executed
and delivered by the Advisor and is a valid and binding agreement enforceable in
accordance with its terms.
(vii) At any time during the term of this Agreement that a
prospectus relating to the Units is required to be delivered in connection with
the offer and sale thereof, the Advisor agrees upon the request of SBFM to
provide the Partnership with such information as shall be necessary so that, as
to the Advisor and its principals, such prospectus is accurate.
(b) SBFM represents and warrants for itself and the Partnership
that:
(i) The Prospectus (as from time to time amended or supplemented,
which amendment or supplement is approved by the Advisor as to descriptions of
itself and its actual performance) does not contain any untrue statement of a
material fact or omit to state a material fact which is necessary to make the
statements therein not misleading, except that the foregoing representation does
not apply to any statement or omission concerning the Advisor in the Prospectus,
made in reliance upon, and in conformity with, information furnished to SBFM by
or on behalf of the Advisor expressly for use in the Prospectus (it being
understood that the hypothetical and pro forma adjustments in Table B were not
furnished by the Advisor).
(ii) It is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full corporate
power and authority to perform its obligations under this Agreement.
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<PAGE> 13
(iii) SBFM and the Partnership have the capacity and authority to
enter into this Agreement on behalf of the Partnership.
(iv) This Agreement has been duly and validly authorized, executed
and delivered on SBFM's and the Partnership's behalf and is a valid and binding
agreement of SBFM and the Partnership enforceable in accordance with its terms.
(v) SBFM will not, by acting as General Partner to the Partnership
and the Partnership will not, breach or cause to be breached any undertaking,
agreement, contract, statute, rule or regulation to which it is a party or by
which it is bound which would materially limit or affect the performance of its
duties under this Agreement.
(vi) It is registered as a commodity pool operator and is a member
of the NFA, and it will maintain and renew such registration and membership
during the term of this Agreement.
(vii) The Partnership is a limited partnership duly organized and
validly existing under the laws of the State of New York and has full power and
authority to enter into this Agreement and to perform its obligations under this
Agreement.
(c) The parties represent that they have taken (and will continue to
take) any necessary steps to remedy potential problems that could occur in their
respective computer applications as a result of the change in the year from 1999
to 2000, commonly referred to as Year 2000 problems.
8. COVENANTS OF THE ADVISOR, SBFM AND THE PARTNERSHIP.
(a) The Advisor agrees as follows:
(i) In connection with its activities on behalf of the Partnership,
the Advisor will comply with all applicable rules and regulations of the CFTC
and/or the commodity exchange on which any particular transaction is executed.
(ii) The Advisor will promptly notify SBFM of the commencement of
any material suit, action or proceeding involving it, whether or not any such
suit, action or proceeding also involves SBFM.
(iii) In the placement of orders for the Partnership's account and
for the accounts of any other client, the Advisor will utilize a pre-determined,
systematic, fair and reasonable order entry system, which shall, on an overall
basis, be no less favorable to the Partnership than to any other account managed
by
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<PAGE> 14
the Advisor. The Advisor acknowledges its obligation to review the Partnership's
positions, prices and equity in the account managed by the Advisor daily and
within two business days to notify, in writing, the broker and SBFM and the
Partnership's brokers of (i) any negligent error committed by the Advisor or its
principals or employees; (ii) any trade which the Advisor believes was not
executed in accordance with its instructions; and (iii) any discrepancy with a
value of $10,000 or more (due to differences in the positions, prices or equity
in the account) between its records and the information reported on the
account's daily and monthly broker statements.
(iv) During the term of this Agreement, either (i) the Advisor will
maintain a minimum net worth of $1 million, or (ii) in the event that the net
worth of the Advisor is less than $1 million, Paul Rabar, individually, will
commit to capitalize the Advisor with an amount equal to the difference between
(A) $1 million, and (B) the net worth of the Advisor.
(b) SBFM agrees for itself and the Partnership that:
(i) SBFM and the Partnership will comply with all applicable rules
and regulations of the CFTC and/or the commodity exchange on which any
particular transaction is executed.
(ii) SBFM will promptly notify the Advisor of the commencement of
any material suit, action or proceeding involving it or the Partnership, whether
or not such suit, action or proceeding also involves the Advisor.
9. COMPLETE AGREEMENT. This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter hereof.
10. ASSIGNMENT. This Agreement may not be assigned by any party
without the express written consent of the other parties.
11. AMENDMENT. This Agreement may not be amended except by the
written consent of the parties.
12. NOTICES. All notices, demands or requests required to be made or
delivered under this Agreement shall be in writing and delivered personally or
by registered or certified mail or expedited courier, return receipt requested,
postage prepaid, to the addresses below or to such other addresses as may be
designated by the party entitled to receive the same by notice similarly given:
If to SBFM:
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<PAGE> 15
Smith Barney Futures Management Inc.
390 Greenwich Street
1st Floor
New York, New York 10013
Attention: David J. Vogel
If to the Advisor:
Mr. Paul Rabar
Rabar Market Research, Inc.
10 Bank Street, Suite 830
White Plains, New York 10606-1933
With a copy to:
Adam C. Cooper
Katten Muchin & Zavis
525 W. Monroe Street
Suite 1600
Chicago, IL 60661
13. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
14. ARBITRATION. The parties agree that any dispute or controversy
arising out of or relating to this Agreement or the interpretation thereof,
shall be settled by arbitration in accordance with the rules, then in effect, of
the National Futures Association or, if the National Futures Association shall
refuse jurisdiction, then in accordance with the rules, then in effect, of the
American Arbitration Association; provided, however, that the power of the
arbitrator shall be limited to interpreting this Agreement as written and the
arbitrator shall state in writing his reasons for his award. Judgment upon any
award made by the arbitrator may be entered in any court of competent
jurisdiction.
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<PAGE> 16
15. NO THIRD PARTY BENEFICIARIES. There are no third party
beneficiaries to this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed for and on
behalf of the undersigned as of the day and year first above written.
SMITH BARNEY FUTURES
MANAGEMENT INC.
By /s/ David J. Vogel
-------------------------------
David J. Vogel
President and Director
SALOMON SMITH BARNEY GLOBAL
DIVERSIFIED FUTURES FUND L. P.
By Smith Barney
Futures Management Inc.
(General Partner)
By /s/ David J. Vogel
-------------------------------
David J. Vogel
President and Director
RABAR MARKET RESEARCH, INC.
By /s/ Paul Rabar
-------------------------------
Paul Rabar
President
Paul Rabar, individually
(as to Section 8(a)(iv) only)
/s/ Paul Rabar
- -------------------------------
Paul Rabar
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